AGREEMENT TO CONVERT DEBT

      This Agreement to Convert Debt (the "Agreement") is made as of the 23rd
day of April 2004 by and between Julie Seaman (referred to herein as the
"Holder") and US Global Nanospace, Inc., a Delaware corporation (referred to
herein as the "Company").

                                    RECITALS

      A. The Holder has made the following cash advances to the Company:

            Date of Advance                                 Amount of Advance

            March 11, 2004                                      $125,886.88
            March 23, 2004                                      $ 15,000.00
            April 2, 2004                                       $ 10,000.00

which advances, in the aggregate, total $150,886.88 (the "Amount Owed").

      B. The Holder has made demand for repayment of the Amount Owed.

      C. The Company wishes to pay the Amount Owed by issuing securities to the
Holder and the Holder has agreed to accept the Company's securities as full and
final payment of the Amount Owed, in accordance with the terms of this
Agreement.

      Therefore, the Company and the Holder agree as follows:

                                    AGREEMENT

      1. Transfer of Securities and Cancellation of Debt.

            (a) Securities to be Issued. The Holder agrees to accept, and the
Company agrees to issue and transfer to the Holder, 457,233 shares of the
Company's Common Stock, $0.001 par value, having a fair market value of $0.33
per share, which was the closing price of the Common Stock on April 22, 2004.
The Common Stock issued in payment of the loans shall be referred to in this
Agreement as the "Shares".

      2. Representations by Company.

            The Company hereby represents and warrants to the Holder as follows:

            (i) The Company is duly organized, validly existing and in good
      standing under the laws of the State of Delaware.

            (ii) The Company has all requisite power and authority (corporate or
      otherwise) to execute, deliver and perform this Agreement and the
      transactions contemplated thereby, and the execution, delivery and
      performance by the Company of this Agreement has been duly authorized by
      all requisite action by the Company and this Agreement, when executed and
      delivered by the Company, constitutes a valid and binding obligation of
      the Company, enforceable against the Company in accordance with its terms,
      subject to applicable bankruptcy, insolvency, reorganization, fraudulent
      conveyance, moratorium or other similar laws affecting creditors' rights
      and remedies generally, and subject, as to enforceability, to general
      principles of equity (regardless of whether enforcement is sought in a
      proceeding at law or in equity).


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            (iii) The execution, delivery and performance by the Company of this
      Agreement have been duly authorized by all requisite corporate action of
      the Company; and this Agreement has been duly executed and delivered by
      the Company.

            (iv) The Shares will be duly and validly issued, fully paid and
      nonassessable, and free of any liens or encumbrances.

      3. Representations by the Holder.

                  The Holder hereby represents and warrants to the Company as
            follows:

            (i) The Holder has all requisite power and authority (corporate or
      otherwise) to execute, deliver and perform this Agreement and the
      transactions contemplated thereby, and the execution, delivery and
      performance by the Holder of this Agreement has been duly authorized by
      all requisite action by the Holder and this Agreement, when executed and
      delivered by the Holder, constitutes a valid and binding obligation of the
      Holder, enforceable against the Holder in accordance with its terms,
      subject to applicable bankruptcy, insolvency, reorganization, fraudulent
      conveyance, moratorium or other similar laws affecting creditors' rights
      and remedies generally, and subject, as to enforceability, to general
      principles of equity (regardless of whether enforcement is sought in a
      proceeding at law or in equity).

            (ii) The Holder has a pre-existing personal or business relationship
      with the Company and its officers and directors.

            (iii) The Holder is an "accredited investor", as that term is
      defined in Rule 501 of Regulation D in that the Holder is a director and
      officer of the Company.

            (iv) The Holder has complied with all applicable investment laws and
      regulations in force relating to the legality of an investment in the
      Shares in the jurisdiction in which she is subject, and the Holder has
      obtained any consent, approval or permission required in that
      jurisdiction.

            (v) The Holder understands and acknowledges that the Shares have not
      been registered with the Securities and Exchange Commission under Section
      5 of the of the Securities Act or registered or qualified with any
      applicable state or territorial securities regulatory agency in reliance
      upon one or more exemptions afforded from registration or qualification.


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            (vi) The Holder understands and acknowledges that the Shares are
      deemed to be "restricted" securities under the Securities Act, and may be
      re-sold only pursuant to exemptions provided by the Securities Act. The
      Holder understands and acknowledges that the Company is required to place
      a legend on each certificate stating that the Shares have not been
      registered under the Securities Act.

            (vii) The Holder understands and acknowledges that: (i) prior to any
      sale, transfer, assignment, pledge, hypothecation or other disposition of
      the Shares, she must either: (1) furnish the Company with an opinion of
      counsel, in form and substance reasonably satisfactory to the Company and
      to its legal counsel, to the effect that such disposition is exempted from
      the registration and prospectus delivery requirement under the Securities
      Act and the securities laws of the jurisdiction in which the Holder
      resides, and legal counsel for the Company shall have concurred in such
      opinion; or (2) satisfy the Company that a registration statement on Form
      SB-2 under the Securities Act (or any other form appropriate under the
      Securities Act, or any form replacing any such form) with respect to the
      securities proposed to be so disposed of shall then be effective; and that
      such disposition shall have been appropriately qualified or registered in
      accordance with the applicable securities laws of the jurisdiction in
      which the Holder resides.

            (viii) The Holder is entering into this transaction for the Holder's
      own account, own risk and own beneficial interest, is not acting as an
      agent, representative, intermediary, nominee or in a similar capacity for
      any other person or entity, nominee account or beneficial owner, whether a
      natural person or entity (each such natural person or entity, an
      "Underlying Beneficial Owner") and no Underlying Beneficial Owner will
      have a beneficial or economic interest in the Shares (whether directly or
      indirectly, including without limitation, through any option, swap,
      forward or any other hedging or derivative transaction) and does not have
      the intention or obligation to sell, pledge, distribute, assign or
      transfer all or a portion of the Shares to any Underlying Beneficial Owner
      or any other person.

            (ix) The Holder hereby represents and warrants that the proposed
      investment in the Company does not directly or indirectly contravene
      United States federal, state, local or international laws or regulations
      applicable to the Holder, including anti-money laundering laws (a
      "Prohibited Investment").

            (x) Federal regulations and Executive Orders administered by the
      U.S. Treasury Department's Office of Foreign Assets Control ("OFAC")
      prohibit, among other things, the engagement in transactions with, and the
      provision of services to, certain foreign countries, territories, entities
      and individuals. The lists of OFAC prohibited countries, territories,
      persons and entities can be found on the OFAC website at
      {www.treas.gov/ofac}. The Holder hereby represents and warrants that the
      Holder is not a country, territory, person or entity named on an OFAC
      list, nor is the Holder a natural person or entity with whom dealings are
      prohibited under any OFAC regulations.


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            (xi) The Holder represents and warrants that neither the Holder nor
      any Underlying Beneficial Owner is a senior foreign political figure, or
      any immediate family member or close associate of a senior foreign
      political figure within the meaning of, and applicable guidance issued by
      the Department of the Treasury concerning, the U.S. Bank Secrecy Act (31
      U.S.C. ss.5311 et seq.), as amended, and any regulations promulgated
      thereunder.

            (xii) The Holder agrees promptly to notify the Company should the
      Holder become aware of any change in the information set forth in
      subparagraphs (viii) through (xi).

            (xiii) The Holder agrees to indemnify and hold harmless the Company,
      its affiliates, their respective directors, officers, shareholders,
      employees, agents and representatives from and against any and all losses,
      liabilities, damages, penalties, costs, fees and expenses (including legal
      fees and disbursements) which may result, directly or indirectly, from the
      Holder's misrepresentations or misstatements contained herein or breaches
      hereof relating to paragraphs (viii) through (xi).

            (xiv) The Holder understands and agrees that, notwithstanding
      anything to the contrary contained in any document (including any side
      letters or similar agreements), if, following the Holder's investment in
      the Company, it is discovered that the investment is or has become a
      Prohibited Investment, such investment may immediately be redeemed by the
      Company or otherwise be subject to the remedies required by law, and the
      Holder shall have no claim against the Company for any form of damages as
      a result of such forced redemption or other action.

            (xv) Upon the written request from the Company, the Holder agrees to
      provide all information to the Company to enable the Company to comply
      with all applicable anti-money laundering statutes, rules, regulations and
      policies, including any policies applicable to a portfolio investment held
      or proposed to be held by the Company. The Holder understands and agrees
      that the Company may release confidential information about the Holder and
      any Underlying Beneficial Owner(s) to any person if the release of such
      information is necessary to comply with applicable statutes, rules,
      regulations and policies.

      4. Miscellaneous.

      (a) Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, unless the same shall be in writing and
signed by the Company and the Holder.


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            (b) Notices. Any and all notices or other communications or
deliveries to be provided by the Holder hereunder shall be in writing and
delivered personally, by facsimile or sent by a nationally recognized overnight
courier service, addressed to the Company at 2533 N. Carson St., #5107, Carson
City, NV 89706, facsimile number (817) 375-3401, Attn: Controller or such other
address or facsimile number as the Company may specify for such purposes by
notice to the Holder delivered in accordance with this Section. Any and all
notices or other communications or deliveries to be provided by the Company
hereunder shall be in writing and delivered personally, by facsimile, sent by a
nationally recognized overnight courier service addressed to the Holder at an
address and facsimile number to be provided by Holder. Any notice or other
communication or deliveries hereunder shall be deemed given and effective on the
earliest of (i) the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile telephone number specified in this
Section prior to 5:30 p.m. (Central time), (ii) the date after the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile telephone number specified in this Section later than 5:30 p.m.
(Central time) on any date and earlier than 11:59 p.m. (Central time) on such
date, (iii) the second Business Day following the date of mailing, if sent by
nationally recognized overnight courier service, or (iv) upon actual receipt by
the party to whom such notice is required to be given.

            (c) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and permitted assigns of each of
the parties. Neither the Holder nor the Company may assign her or its rights or
obligations hereunder without the prior written consent of the other.

            (d) Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and, all of which taken together shall constitute one and the same Agreement. In
the event that any signature is delivered by facsimile transmission, such
signature shall create a valid binding obligation of the party executing (or on
whose behalf such signature is executed) the same with the same force and effect
as if such facsimile signature were the original thereof.

            (e) Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their reasonable efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and
declared to be the intention of the parties that they would have executed the
remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or unenforceable.

            (f) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

            IN WITNESS WHEREOF, the parties have executed this Agreement to
Convert Debt as of the date first written above.


                                        US GLOBAL NANOSPACE, INC.


                                        By: /s/ John Robinson
                                            ------------------------------------
                                            John Robinson, CEO


                                        /s/ Julie Seaman
                                        ----------------------------------------
                                        Julie Seaman


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