SOFTWALL EQUIPMENT CORP
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  <B> Exhibit 10

                             Fax Letter of Annulment

                                                  SOFTWALL EQUIPMENT CORPORATION
                                                      11602 COLCHESTER DRIVE
                                                        SANDY, UTAH 84092
                                                       801 572 4724 PHONE
                                                         801 523 3400 FAX
                                                         801 891 0951 MOB</B>

<B>SEPTEMBER 9, 2002

BILL THOMAS
US TECHNICAL
714 447 6946 FAX
SUBJECT:          DECLARATION OF JULY 1, 2002
                  AGREEMENT NULL AND VOID</B>

Dear Bill:

On July 1, 2002 you and I signed a Reorganization and Share Exchange Agreement
on behalf of our two companies (the "Agreement").

Pursuant to the conditions of that agreement and in preparation for closing it I
have continued Softwall's due diligence investigation of your company and found
several things that were not as represented prior to our July 1, 2002 signing.

Moreover, the Board of directors for Softwall, in making their July 1, 2002
decision to approve and ratify the agreement relied heavily upon information
about booked work and receivables that I was told during my visits at your
office (see the attached minutes).

Having the facts before us now we have decided not to proceed further with this
transaction. You are hereby notified that the Agreement is hereby terminated and
is null and void as of this date.

Bill I hope that you will take this as a friend. I know that you are trying very
hard to save your company from the throws of 9/11 and see public company funded
roll-ups as the way to do this. However, earnings must come first or your stock
price and trading volume will never get to the point it needs to make this
happen. The Enron Business model will not work.

Frankly, the closer I look at your situation, the less I see in your plans to
increase earnings and the less I see that you really even know your costs. More
importantly I see that you are relying too heavily upon the hopes that a public
company can bail you out through roll-up acquisitions.

I really do hope that find a way to succeed and think that you have the business
personality and determination that will help you acquire other companies. If you
can do it in a way that can culminate in a profitable private company before
going public I think that you can make it. If we can help you at that time we
would be happy to talk.

Please understand that I must look after the shareholders of Softwall in the
same way that you look after your company. Many of my shareholders are family
members just as yours are.

With that in mind and in the spirit of parting please review the following
points that have to do with the document we signed on July 1, 2002 and that
outline my reasons for declaring it null and void.

<B>Point 1 - ARTICLE 1 THE SHARE EXCHANGE</B>

Article 1.03 EFFECTIVE TIME - The Share Exchange was to become "effective upon
filing the Articles of Share Exchange with the Secretary of the State of Utah".

Since no articles have been filed the Share Exchange never became effective.

<B>Point 2 - ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY</B>

3.04 FINANCIAL STATEMENTS - "Company represents that Financial Statements are
true and correct in all material respects and presents an accurate and complete
disclosure of the financial condition of the Company as of December 31, 2001."

Prior to Closing Company provided Softwall with un-audited financial statements
as of December 31, 2001 see attached. After closing Company provided balance
sheet as of June 30, 2002 these are materially different. Moreover, during
conversations at the Company's office it was represented to Softwall that
Company had over $4 million in booked work (inventory) and receivables due to a
rebounding from 911. This is misleading and contrary to the June 30, 2002
statement provided to Softwall after closing as evidenced in the Softwall Board
Minutes of July 1, 2002.

<B>Point 3 - 3.05 TITLE</B>

"Except for a factoring arrangement secured by the Company's accounts
receivable...The Company has good and marketable title to all of its material
assets, business and properties including without limitation all such properties
reflected in the balance sheet as shown in the balance sheet as of the statement
date...................free and clear of any mortgage loan, lien pledge, charge
claim or encumbrance........"

Whilst a tax liability of $315,000 was disclosed outstanding it was also
represented prior to closing that it would be taken on personally by William
Thomas the Company's CEO so that the company would not carry the liability.
Actually and in fact, both the Company and Mr. Thomas continue to carry the
liability jointly and if this deal were to be closed the liability would be
transferred to Softwall. This is simply unacceptable.

Other claims against the company were not disclosed prior to the July 1 signing
date. For example the Law firm of Troy and Gould to which the company still owes
some $70,000 and the prior company Auditors of McGladrey amp; Pullen to which some
$80,000 is owed.

3.08 TAXES - The $315,000 owing in taxes is for employee taxes withheld but not
paid to the IRS. The amount was disclosed to Softwall simply as taxes owing
however, the legal ramifications of were not understood. We learn now that the
distinction is materially different from "unpaid taxes". Keeping these funds is
actually a conversion of with holding taxes to company working capital -
something that is frowned upon by the IRS and something which could have
criminal charges forthcoming and liabilities transferable to Softwall.

<B>Point 4 - 3.09 ACCURACY OF ALL STATEMENTS MADE BY COMPANY -</B>

Prior to July 1 the Company provided Softwall with brochures and statements of
its Aviation Products, and its Engineering and Certification qualifications.
These claim that the company has engineering capabilities and lists some 34 Key
people of whom 17 are degreed Mechanical and Electrical Engineers.

After July 1 I learned that in fact very few of the Key people listed are still
with the company. Moreover, the company has <U>no</U> degreed engineers on staff
nor does it have any state engineering license or registration to offer
professional engineering services. The company represented that it has the
qualifications to perform all types of airframe and power plant engineering
modifications but with the qualifications of the people it currently has on
staff it really has only a very narrow qualifications irrespective of its
limited FAA license. I don't know what the requirements are for keeping your FAA
licensee but if you are offering engineering services I would think that you
must have a registered professional engineer on staff.

<B>Point 5 - ARTICLE 7 CONDITIONS PRECEDENT TO SOFTWALL'S OBLIGATIONS</B>

"The obligation of Softwall to consummate the share exchange shall be subject to
the satisfaction by the Company, or waiver, of the following
conditions:"...............

6.01     <B>TRUTH OF REPRESENTATIONS AND WARRANTIES</B> - The representations
         and warranties made by the Company in this Agreement or given on its
         behalf hereunder shall be substantially accurate in all material respects
         on and as of the Closing date with the same effect as though such
         representation and warranties had been made or given on and as of the
         Closing Date."

It is our position that due to the points  discussed  above  <B><U>Softwall  is not
obligated to Close this transaction and declares it null and void.</U></B>


<B>Other Issues</B>

Our valuation of the Company was based on bad information and bad accounting. As
a result, the valuation of the reverse ratio was greatly miscalculated. Rather
than having a positive value the Company has a negative net-worth and is still
loosing money. The only hope for profitable operations is a return of the high
margin aircraft parts business, which is not "rebounding" from 911 but rather
appears to have been fatally damaged by it as far as US Technical's Consulting
services are concerned.

Thus a reverse merger is not only un-justified an equitable share exchange, if
we were to go forward with the deal, would actually warrant a forward split to
fairly compensate Softwall shareholders for exposing them to the increased risks
that UST would bring to contemplated the merger. Of course, this would be
unacceptable to UST and its stockholders.

<B>No Legal Counsel and No Accounting provisions for Softwall</B>

o        The company offered to reimburse Softwall for the cost of Independent
     Council to review the transaction on behalf of its shareholders. However,
     UST did not do this and consequently Softwall was un-represented.

o        Financial Statements now received do not match way the company was
     presented prior to closing.  We still have not been provided with audited
     statements for last year;

o        The Financial Statement for 2001 will not be completed in time to meet
     the filing requirements.

                              <B>  WISHFUL THINKING</B>

o        The SBA loan of $600K was to be automatically forthcoming due to 911 to
     solve current cash flow problems.  It has been denied by the banks and the
     bad news is that it won't help anyway.  It is a short term fix for a long
     term problem;

o        Private Placement Funding with a number of VC firms was to be forthcoming.
     Now the only one that is willing to put money in is Delta Asset Management.

o        Lack of progress in completing the UST Audit for the last two years
     which is due to be filed within 60 days from the 8K filing date (today)
     risks de-listing for Softwall.  So to protect Softwall's listing we must
     undo the deal.

According to UST's own accountant, the auditors Squar Milner have not even
started on this and will get not get it done in time. Moreover, UST has no money
to pay for the audit nor to pay their prior auditors.

<B>Payments</B>

o        UST was 16 days Late on  consulting $5000 Consulting Payment to me
         indicates a cash flow problem;
o        No payment to the Softwall company Auditors Bierwolf Nilson for their
         outstanding bill +($10,4400) as agreed - I had to sign a personal promissory
         note to get them to file the 10Q;
o        No payment for filing of the Softwall 10Q for the 2nd quarter as agreed
         +($1500) I loaned Softwall the money for this to be paid this as well;
o        The Liability for non payment to former UST Company Auditors still owing;
o        No Payment for UST former Legal Council still owing and<B> not disclosed;</B>
o        Liability to Softwall for UST employee withholding taxes not fully
         understood and <B>still not paid.</B>

<B>Current Status</B>

The current Status is that the 8K of July 9, 2002 was not filed correctly since
there has been no transfer of control, no certificates have been issued or
transferred either way.

The deal is Null and Void

                                         Regards, Softwall Equipment Corporation
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/s/Randall D. Peterson
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   Randall D. Peterson - President/CEO

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