Consideration Agreement for Continuing Loan Guaranty between US Global Nanospace, Inc. and John Robinson

Summary

US Global Nanospace, Inc. agrees to compensate John Robinson for his ongoing guaranty of the company's revolving line of credit with Western Security Bank. For thirty months, Robinson will receive $5,831.77 per month in restricted common stock, valued at the closing price on the last trading day of each month. If the company prepays any loan amount, the monthly stock issuance may be adjusted downward, with disputes resolved by an independent advisory firm. The agreement is effective as of December 8, 2005.

EX-10.5 6 v031351_ex10-5.txt US GLOBAL NANOSPACE, INC. December 8, 2005 Via Email John Robinson Re: Consideration for Continuing Loan Guaranty Dear John: 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/ Carl Gruenler --------------------------- Carl Gruenler, CEO ACKNOWLEDGED AND AGREED: By: ---------------------------------- John Robinson, an individual