NETWORK USA, INC.
                            5617 BISSONNET, SUITE 215
                              HOUSTON, TEXAS 77081

                                LETTER OF INTENT

                                 March 12, 2003

International Aerospace Technologies Ltd.
436-35 Avenue NW
Calgary, Alberta T2K 0C1

Gentlemen:

     This  Letter  of  Intent outlines our mutual understanding of certain basic
terms  regarding  the  proposed  merger (the "Merger") of Aerospace Technologies
Ltd. or a successor thereof (in either case, the "Merging Corporation") with and
into  a  newly-formed  subsidiary  (the  "Subsidiary") of Network USA, Inc. (the
"Public  Company").  This Letter of Intent does not constitute a legally binding
obligation  or  commitment of the Merging Corporation or the Public Company with
respect  to  any matter provided for or contemplated herein (except as otherwise
provided  herein),  and  this  Letter  of Intent is subject to the execution and
delivery  of  definitive documents with respect to all matters pertaining to the
Merger.  Notwithstanding the preceding, the provisions of Paragraphs 3, 4, 5, 6,
8,  9  and  10  hereof  shall  constitute  binding  agreements  that survive the
termination  of  this  Letter  of  Intent  and  the  Merger.

     1.     Definitive  Documentation.  Promptly  after  the  execution  of this
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Letter  of Intent, the Merging Corporation and the Public Company shall commence
the  negotiation  and  preparation  of definitive documentation (the "Definitive
Documentation"),  providing  for  or  effecting  the  Merger,  in forms mutually
satisfactory  to  them,  containing definitive terms, provisions, and conditions
for  the  Merger.  The  Definitive Documentation shall contain terms, provisions
and  conditions  reflecting  the  following:

     (a)  The  Merging  Corporation shall be merged with and into the Subsidiary
          in  consideration  for the issuance to the shareholders of the Merging
          Corporation  of  23,085,000  shares  of the common stock of the Public
          Company  (the  "Merger  Consideration")  constituting  92.34%  of  the
          outstanding  shares  of  such common stock after the issuance thereof,
          considered  on  a  non-diluted  basis;

     (b)  After  the Merger and after compliance with all applicable laws, rules
          and  regulations  (including,  without  limitation,  Rule 14f-1 of the
          Securities Exchange Act of 1934), the Board of Directors of the Public
          Company  shall  take  all  required  action  so that Eric Falkenhagen,
          Helena  Rooney and Enzo Giganteare elected to such Board of Directors,
          and  (after such election) Richard J. Church ("Church") and Michael L.
          Mead  ("Mead")  shall resign from their respective seats on such Board
          of Directors and from all offices that they respectively hold with the
          Public  Company.

     (c)  The  Definitive  Documentation  shall  contain piggy-back registration
          rights  whereby the Public Company agrees to include all shares of the
          Public  Company's  common stock owned separately by Church and Mead in
          any  subsequent  registration  that the Public Company undertakes with
          the  U.S.  Securities  and  Exchange  Commission  (the  "Commission").

     (d)  The  Definitive Documentation shall contain customary representations,
          warranties  and  indemnities  made  by significant shareholders of the
          Merging  Corporation  agreed  upon  by the Merging Corporation and the
          Public  Company.

     (e)  The Definitive Documentation shall provide for a closing "into escrow"
          pending  compliance  with  all  applicable laws, rules and regulations
          (including,  without  limitation,  Regulation 14A or Regulation 14C of
          the  Securities  Exchange Act of 1934), so that the name of the Public
          Company  shall  be  changed  to  a  name  designated  by  the  Merging
          Corporation  and  the  authorized  capital  of  the  Public Company is
          increased to a number sufficient for purposes of effecting the Merger.
          Once  this  compliance  is  finalized,  escrow  shall  be  broken,
          certificates  of  merger  shall  be  filed  with the appropriate state
          authorities,  and  the  Merger  shall  thereupon  be  officially  and
          completely  closed.

     2.     Latest Closing Date.  The Merging Corporation and the Public Company
            -------------------
agree  to  cooperate  with each other fully, in good faith, and with the view of
obtaining  all  necessary  consents,  executing  and  delivering  the Definitive
Documentation,  and closing the Merger as soon as possible but at least by March
31,  2003  (the  "Latest  Closing  Date").


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     3.     Due  Diligence.  The  Merging  Corporation shall (a) give the Public
            --------------
Company  and  its authorized representatives such access during regular business
hours  to the Merging Corporation's books, records, properties, personnel and to
such  other  information  as  the  Public  Company  reasonably request and shall
instruct  the  Merging  Corporation's  independent public accountants to provide
access to their work papers and such other information as the Public Company may
reasonably  request,  and  (b)  cause its officers to furnish the Public Company
with such financial and operating data and other information with respect to the
business  and  properties  of  the Merging Corporation as the Public Company may
reasonably  request.  The  Public Company's obligation to complete the Merger is
expressly conditioned upon the Public Company's receipt of information regarding
the  Merging  Corporation  as the Public Company may request and upon the Public
Company's  approval  of  all  such information.  If the Public Company finds any
such  information  unacceptable for any reason, the Public Company may elect not
to  enter  into  the  Definitive Documentation or to consummate the Merger.  The
Public  Company  hereby acknowledges that, as of the date of this letter, it has
received  from  the  Merging Corporation all documents that it has requested, as
well  as  full  and  unfettered  access to meet with the officers of the Merging
Company  and  receive  any  and  all  information  requested  by  it.

     4.     Confidentiality.  The Public Company shall not disclose to any third
            ---------------
person  (other  than  its accountants, attorneys, consultants, employees, agents
and  other representatives for purposes of evaluating the Merger), except as may
be  required by applicable law, any information obtained pursuant to this Letter
of  Intent  or otherwise in contemplation of the Merger at any time, unless such
information  is  otherwise  already  known by the Public Company or is generally
available  to  the  public, or hereafter is disclosed to the Public Company by a
person  who  did  not  have  an  obligation  not to disclose such information or
hereafter  becomes  generally  available  to  the public.  In the event that the
Merger  is  not  consummated  by  the Latest Closing Date as it may be hereafter
extended,  the  Public  Company shall promptly return all nonpublic information,
documents and other written information containing information obtained pursuant
to  this  Letter  of  Intent,  including  any item obtained in any investigation
permitted pursuant to this Letter of Intent, and any copies thereof.  The Public
Company shall require its accountants, attorneys, consultants, employees, agents
and  other  representatives not to disclose such information, unless required by
applicable  law.

     5.     Conduct of Business.  After the date hereof and until the closing or
            -------------------
the  abandonment  of  the  Merger,  the  Merging  Corporation  shall conduct its
business  in  the  ordinary  course  consistent with past practice and shall use
reasonable  efforts  to  keep its assets in good repair and working order except
for  ordinary  wear and tear, maintain any existing insurance on the assets, and
preserve  intact  the  Merging  Corporation's  business.  Without  limiting  the
generality  of the foregoing, after the date hereof and until the closing or the
abandonment  of  the  Merger,  the  Merging  Corporation  shall not (a) make any
acquisition,  by  means of a merger or otherwise, of a material amount of assets
or  securities,  other  than acquisitions in the ordinary course consistent with
past practice; (b) agree to any sale, lease, encumbrance or other disposition of
a  material  amount  of  assets  or  securities  or  any  material change in its
capitalization,  other  than  sales or other dispositions in the ordinary course
consistent  with  past practice; (c) enter into any material contract other than
in  the ordinary course of business or agree to any release or relinquishment of
any  material  contract  rights; (d) incur any long-term debt or short-term debt
for  borrowed  money  except for debt incurred in the ordinary course consistent
with  past  practice;  or  (e)  agree in writing or otherwise to take any of the
foregoing  actions.

     6.     Other  Negotiations.  Each  of  the  Public  Company and the Merging
            -------------------
Corporation agrees that it shall not, directly or indirectly, and shall instruct
its  officers, directors, employees, agents or advisors or other representatives
or  consultants not to, directly or indirectly, until the Latest Closing Date or
the  Public  Company's or the Merging Corporation's indication that it no longer
desires  to  pursue the Merger, solicit or initiate any proposals or offers from
any  person  relating  to any acquisition, purchase or sale of all or a material
amount  of  the assets of, or any securities of, or any merger, consolidation or
business  combination  with,  the  Public  Company  or  the Merging Corporation.

     7.     Conditions Precedent to Closing.  The Definitive Documentation shall
            -------------------------------
provide that the Merger is expressly conditioned upon the following:

     (a)  The  Merging  Corporation  shall  have  entered into a legally binding
          financing  arrangement  with Cornell Capital Partners LP acceptable to
          the  Public  Company,  which includes a lock-up agreement for one year
          with  respect  to  the  convertible  debentures  that  Cornell Capital
          Partners  is to acquire and with respect the related underlying common
          stock;  and

     (b)  The  Public  Company shall have effected a 9-for-1 reverse stock split
          of  its  common  stock,  with fractional shares being settled one year
          after  the  effective  date  of  the  reverse  stock  split  and stock
          certificates  being exchanged only after the effectiveness of the name
          change  described  in  Section  1(e)  above;  and

     (c)  The  Public Company shall have satisfied all of its periodic reporting
          requirements  with  the Commission through the date of the Merger; and

     (d)  The  Public  Company shall have entered into management consulting and
          non-compete agreements with each of Church and Mead whereby the Public
          Company  will pay to Church and Mead total fees in an aggregate amount
          of  $175,000  for their agreement to provide management consulting and
          not  compete  with  the  Public  Company  after  the Merger (with such
          aggregate  fee  being  paid  in four equal installments with the first
          installment due and payable two weeks after the sooner to occur of (i)
          the  effectiveness of the registration of the Cornell Capital Partners


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          financing  described  in Section 7(a) above, or (ii) 90 days after the
          closing  of  the Merger, and another installment due and payable every
          two  weeks thereafter until the remaining three installments have been
          paid in full,; provided, however, that (I) any net proceeds Church and
          Mead  receive  from  the sale of their first 935,306 shares before the
          complete  payment  of $175,000 will reduce the aggregate amount by the
          amount of such net proceeds, (II) such of the significant shareholders
          of the Merging Corporation designated by the Merging Corporation shall
          have  the option, after the complete payment of $175,000 to Church and
          Mead,  to  purchase  all of any portion of the 935,306 not theretofore
          sold  by  Church and Mead for a per-share exercise price of $.001, and
          (III)  upon the full payment of the $175,000 aggregate amount provided
          above,  the  Public  Company shall have the option at any time and for
          any  reason  of  terminating  Church's  and Mead's consulting services
          pursuant  to  the  aforementioned  agreement,  and

     (e)  Such  of  the  significant  shareholders  of  the  Merging Corporation
          designated  by Church and Mead shall pledge their Merger Consideration
          to  secure the fee described in subsection (d) immediately above, upon
          terms,  provisions  and  conditions acceptable to Church and Mead; and

     (f)  Such  of  the  significant  shareholders  of  the  Merging Corporation
          designated  by  Church  and  Mead shall have entered into a put option
          agreement  containing  terms,  provisions and conditions acceptable to
          Church  and  Mead,  whereby  such  shareholders agree to purchase from
          Church and Mead (at their option exercised at any time within 150 days
          after  the closing of the Merger) up to 175,000 shares of common stock
          in  the  Public  Company  owned  separately  by  them  at an aggregate
          purchase  price  of  $75,000;  and

     (g)  The legal research and analysis as to the availability and anticipated
          perfection  of  exemptions  from  all  applicable  Federal  and  state
          securities offering registration requirements relating to the issuance
          of  the  Merger  Consideration  shall have been completed and shall be
          satisfactory  to  the  Public  Company  in  its  sole  discretion; and

     (h)  All  third party and other consents required for the Merger shall have
          been  obtained;  and

     (i)  The  Merger shall have been approved by all necessary entity action on
          the  part  of  the  Merging  Corporation,  the  Public Company and the
          Subsidiary  in  accordance  with  all  applicable  law;  and

     (j)  No  action,  suit  or proceeding shall have been instituted or, to the
          knowledge of the parties, be pending or threatened before any court or
          other governmental body by any public agency or governmental authority
          seeking  to restrain, enjoin or prohibit the Merger or to seek damages
          or  other  relief  in  connection  therewith  against  any  member  of
          management  of  either  the Merging Corporation or the Public Company;
          and

     (k)  The  Merging  Corporation  shall  have satisfied its obligations under
          Paragraph  3,  5  and  6  above;  and

     (l)  The  business,  legal,  technical  and  financial due diligence of the
          Merging  Corporation's business shall have been completed and shall be
          satisfactory  to  the  Public  Company  in  its  sole  discretion; and

     (m)  There shall not have been any material adverse change in the financial
          condition,  operations,  business  prospects,  employee  relations,
          customer  relations,  assets,  liabilities  (accrued,  absolute,
          contingent, or otherwise) or income of the Merging Corporation, or the
          business  of  the  Merging  Corporation;  and

     (n)  The  Public  Company  shall  have formed a new wholly-owned subsidiary
          (the  "Spin-off  Subsidiary")  and  have  contributed  to the Spin-off
          Subsidiary all of the Public Company's existing cash, non-cash assets,
          businesses  and operations, the Spin-off Subsidiary shall have entered
          into  operating  agreement  and  similar  arrangements satisfactory to
          Church  and  Mead  so  that  the  Spin-off Subsidiary's cash, non-cash
          assets,  businesses  and  operations can not be utilized by the Public
          Company without the consent of Church and Mead, the Public Company and
          the  Merging  Corporation  shall  have  agreed  upon  an  arrangement
          acceptable  to  them  regarding  the  spin-off (the "Spin Off") of the
          Spin-off  Subsidiary's  stock,  and  all  of  the  shareholders of the
          Merging  Corporation  shall  have  waived  their rights to receive any
          shares  comprising  the  in-kind  spin-off  dividend;  and

     (o)  Dissenters'  rights  shall have been exercised with respect to no more
          than  five  percent  (5%)  of  the  outstanding  shares of the Merging
          Corporation's  common  stock.


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     8.     Expenses.  The  Merging  Corporation shall pay all attorney fees and
            --------
other costs and expenses, anticipated or otherwise, relating to the Merger.  The
entity  created  to receive the transfer of all of the Public Company's existing
assets,  businesses  and  operations  for purposes of the Spin Off shall pay the
attorney  fees  and  other  costs  and expenses required to effect the Spin Off,
other  than  those  attorney  fees  and  other  costs  and  expenses required by
management  of  the  Public  Company  to  advise  it of its responsibilities and
requirements relative to the Spin Off but only if it has retained services of an
independent attorney or an advisor in this regard. If one attorney is acting for
both the public company and spin-off entity, the Spin Off shall pay all attorney
fees  and  expenses.  The  Public  Company shall pay all of its regular business
expenses  normally  incurred  by  the  Public Company not related to the Merger,
including,  without  limitation, traveling expenses. The Merging Corporation and
the  Public  Company  each represent that no broker or finder is entitled to any
fee  or  commission  in  connection  herewith.

     9.     Publicity.  The  Merging  Corporation  and  the  Public Company each
            ---------
agree  that  no  public statements will be made with respect to the transactions
contemplated  hereby  unless  such  statements are required by applicable law or
unless the other party hereto has consented to such disclosure, such consent not
to  be  unreasonably  withheld.

     10.     Governing  Law.  THIS  LETTER  OF  INTENT  AND  THE  DEFINITIVE
             --------------
DOCUMENTATION  SHALL  BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS
OF  THE  STATE  OF  TEXAS.

     11.     Termination.  Except  with  respect to the provisions of Paragraphs
             -----------
3, 4, 5, 6, 8, 9 and 10 hereof, either party hereto may terminate this Letter of
Intent  prior  to the consummation of the Merger by giving written notice to the
other  of  the  notifying party's desire to terminate this Letter of Intent, and
thereafter  this Letter of Intent shall have no force and effect and the parties
shall  have  no  further  obligations  hereunder.

     If  this  letter accurately reflects our agreements and understandings with
respect to the proposed Merger, please confirm this by signing and returning the
enclosed  counterpart  copy  of  this  letter  to  the  undersigned.

                              Very  truly  yours,

                              NETWORK  USA,  INC.
                              By:  /s/Richard  J.  Church
                              Richard  J.  Church,  President

Agreed to this
13th day of March, 2003

INTERNATIONAL AEROSPACE TECHNOLOGIES LTD.

By:  /s/Abdul A. Mitha

Name:  Abdul .A. Mitha

Title:  Consultant  (Authorized  by  Mr.  Eric  Falkenhagen the Sole Director of
International  Aerospace  Technologies,  Ltd)


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