FIRST AMENDMENT TO LETTER OF INTENT

     THIS  FIRST  AMENDMENT  TO  LETTER  OF INTENT (the "Amendment") is made and
entered  into  effective  as  of  the 18th day of March, 2003 by and between (a)
Network  USA,  Inc.,  a  Nevada  corporation  (the  "Public  Company"),  and (b)
International Aerospace Technologies Ltd. (the "Merging Corporation").

                                    RECITALS

     WHEREAS,  the  Public  Company  and  the Merging Corporation entered into a
Letter of Intent dated March 12, 2003 (the "Letter of Intent"); and

     WHEREAS,  the  Public  Company  and the Merging Corporation both agree that
they had a misunderstanding as to the person to provide certain financing to the
Public  Company  in  connection  with  the  merger provided for by the Letter of
Intent;  and

     WHEREAS,  the  Public  Company  and  the Merging Corporation both desire to
amend  the  Letter of Intent upon the terms, provisions and conditions set forth
hereinafter;

                                    AGREEMENT

     NOW,  THEREFORE, in consideration of the mutual covenants and agreements of
the  Public  Company  and the Merging Corporation to amend the Letter of Intent,
the  Public Company and the Merging Corporation agree as follows (all undefined,
capitalized  terms used herein shall have the meanings assigned to such terms in
the  Letter  of  Intent):

     1.   AMENDMENTS  TO  THE  LETTER  OF  INTENT.

          a.   Subsection  (a)  of  Section  7 of the Letter of Intent is hereby
               amended  to  read  in  its  entirety  as  follows:

          "(a) The Merging Corporation shall have entered into a legally binding
               financing  arrangement  with  OLM  Partners LLC acceptable to the
               Public  Company,  which includes a lock-up agreement for one year
               with  respect  to  the  equity  line  that OLM Partners LLC is to
               provide  to  the  Public  Company;  and"

          b.   Subsection  (d)  of  Section  7 of the Letter of Intent is hereby
               amended  to  read  in  its  entirety  as  follows:

          "(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  OLM  Partners  LLC  financing."

          c.   Section  2  of  the Letter of Intent is hereby amended to read in
               its  entirety  as  follows:

          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 April 30, 2003 (the
               "Latest  Closing  Date").

     2.     MISCELLANEOUS.  Except  as  otherwise expressly provided herein, the
Letter  of  Intent is not amended, modified or affected by this First Amendment.
Except  as  expressly set forth herein, all of the terms, conditions, covenants,
representations, warranties and all other provisions of the Letter of Intent are
herein ratified and confirmed and shall remain in full force and effect.  On and
after  the  date  on  which  this  First Amendment becomes effective, the terms,
"Letter  of  Intent,"  "hereof," "herein," "hereunder" and terms of like import,
when  used  herein  or  in  the Letter of Intent shall, except where the context
otherwise  requires,  refer  to  the  Letter of Intent, as amended by this First
Amendment.  This  First Amendment may be executed into one or more counterparts,
and  it  shall  not  be  necessary  that the signatures of all parties hereto be
contained  on  any  one  counterpart hereof; each counterpart shall be deemed an
original,  but  all  of  which  together  shall  constitute  one  and  the  same
instrument.


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     IN WITNESS WHEREOF, the undersigned have set their hands hereunto as of the
first  day  written  above.

                                 NETWORK USA, INC.

                                 By:  /s/Richard J. Church
                                      --------------------
                                      Richard J. Church, President

                                 INTERNATIONAL AEROSPACE
                                 TECHNOLOGIES LTD.

                                 By:  /s/ Abdul A. Mitha
                                      ------------------

                                 Name: Abdul A. Mitha

                                 Title: Consultant (authorized by International
                                 Aerospace Technologies Ltd. to sign for the
                                 Company).



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