US GLOBAL NANOSPACE, INC.
December 8, 2005
Via Email
Xxxx Xxxxxxxx
Re: Consideration for Continuing Loan Guaranty
Dear Xxxx:
This letter confirms our agreement to provide you with certain
consideration for your continuing guaranty of our revolving line of credit with
Western Security Bank (the "Loan"). Specifically, US Global Nanospace, Inc.
agrees to issue to you, on a monthly basis for thirty consecutive calendar
months from the date of this letter, with the first issuance to occur as of the
date hereof, $5,831.77 payable in restricted common stock of the Corporation
(the "Monthly Issuance"). The shares of common stock issued to you pursuant to
this letter shall be valued at the closing price of the common stock on the last
trading day of the calendar month for which the shares are being issued. For
example, if the shares are due on December 16 for the calendar month from
November 15-December 15, the shares shall be valued at the closing price on
December 15. The Monthly Issuance amount shall not change until or unless the
Company pre-pays any outstanding Loan amount, in which case our Board of
Directors shall have the right to adjust downward the Monthly Issuance in
accordance with the methodology set forth in the Management Compensation
Analysis, dated November 10, 2005, prepared by Gemini Partners, Inc. In the
event you and our Board of Directors disagree as to the proposed adjusted
Monthly Amount, you and our Board of Directors shall mutually appoint an
independent advisory firm, at the Company's sole expense, to make a final and
binding determination of the adjusted Monthly Amount. We will follow the
procedure set forth in this letter each time we pre-pay the Loan.
If the foregoing correctly states our agreement on this matter, please
countersign below where indicated and return your signature to the undersigned.
Thank you.
Kind Regards,
US Global Nanospace, Inc.
By:/s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx, CEO
ACKNOWLEDGED AND AGREED:
By:
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Xxxx Xxxxxxxx, an individual
