AMENDMENT TO INTELLECTUAL PROPERTY ASSIGNMENT AND ROYALTY AGREEMENT

                  AMENDMENT TO INTELLECTUAL PROPERTY ASSIGNMENT

                              AND ROYALTY AGREEMENT

      The Intellectual Property Assignment and Royalty Agreement dated as of the

14th day of May, 2002, between USDR AEROSPACE, LTD., a Texas limited

partnership, (hereinafter "Assignor") and U.S. GLOBAL NANOSPACE, INC. (formerly

USDR GLOBAL AEROSPACE, LTD.), a Delaware corporation (hereinafter "Assignee"),

is hereby amended by the parties pursuant to the terms thereof to add the

following provision:

            The term "sales" as used herein shall include all net revenues

      received by Assignee from any and all sales and/o