U S GLOBAL INVESTORS INC
SECOND LOAN AMENDMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>loanamnd02.txt
<DESCRIPTION>SECOND LOAN AMENDMENT
<TEXT>
                               SECOND AMENDMENT TO
                                 LOAN AGREEMENT


     This SECOND AMENDMENT TO LOAN AGREEMENT (this "Second Amendment") is
entered into effective as of the 1st day of February 2003, between U.S. Global
Investors, Inc. (the "Borrower"), and Bank One, NA, with its main office in
Chicago, Illinois (the "Bank").

                                    RECITALS

A.   Effective on February 1, 2001,  Borrower and Bank executed a loan agreement
     whereby  Bank agreed to make  available  to Borrower a  $1,109,827.14  Real
     Estate  Loan,  and a  Revolving  Credit  Loan not to exceed the  Commitment
     Amount, pursuant to the terms of the Loan Agreement. The Loan Agreement was
     subsequently  amended by that First  Amendment  to Loan  Agreement  between
     Borrower and Bank dated  effective  July 1, 2001.  The Loan  Agreement  and
     First Amendment to Loan Agreement are hereafter referred to collectively as
     (the "Loan Agreement").

B.   Borrower and Bank desire to renew and extend the Revolving Credit Loan and
     to modify and amend certain provisions of the Loan Agreement and Bank is
     willing to do so on the terms and conditions stated in this Second
     Amendment.

C.   Each capitalized term used in this Second Amendment shall have the meaning
     given to it in the Loan Agreement.

     NOW, THEREFORE, in consideration of the mutual promises herein contained
and for other valuable consideration, Borrower and Bank agree as follows:

                                                    AGREEMENT:

     1.   Article 3 is hereby amended to delete Section 3.03 in its entirety.

     2.   Section 5.01 is hereby amended to delete subsection (j) in its
          entirety.

     3.   Section 6.01(c) is hereby amended to add the following at the
          beginning of the subsection:

          "In the event any amount is requested or outstanding under the
          Revolving Credit Loan, the..."

     4.   Section 6.02 is hereby amended to delete subsection (a) "Debt Service
          Coverage" in its entirety and replace such subsection with a new
          subsection (a) as follows:


<PAGE>




          "(a) Liquidity. Borrower will maintain, at all times, an aggregate
               total of cash, marketable securities and Accounts acceptable to
               Bank (net of contra accounts) to be at least $1,000,000.00,
               tested on a quarterly basis."

     5.   Section 6.16 is hereby deleted in its entirety and replaced with the
          following:

          "6.16 Availability Fee. The Borrower shall pay to Bank an availability
          fee (the `Availability Fee") with respect to each calendar quarter
          during the term of the Revolving Credit Note, based on the unused
          amount of such Note. The Availability Fee shall be an amount equal to
          A x (B-C) x (D/E), where A is equal .35%; B equals the original amount
          of the Revolving Credit Note; C equals the average daily outstanding
          principal balance of the Revolving Credit Loan during the calendar
          quarter; D equal the actual number of days elapsed during the calendar
          quarter; and E equals 360. Each Availability Fee shall be due and
          payable to Bank quarterly, in arrears, within fifteen (15) days after
          Borrower's receipt of an invoice for the Availability Fee from Bank."

     6.   Appendix A item 5 "Borrowing Base" is deleted and replaced with the
          following:

                    "5. "Borrowing Base" shall mean eighty percent (80%) of the
                    Eligible Accounts."


     7.   Exhibit A and Exhibit B to the Loan Agreement are hereby replaced with
          Exhibit A and Exhibit B attached to this Second Amendment.

     8.   Conditions Precedent. Paragraphs 1 through 7 above are not effective
          until Bank receives (i) a counterpart of this Second Amendment
          executed by Borrower, (ii) payment of any and all costs and expenses
          (including without limitation, attorneys' fees and expenses) that Bank
          may reasonably incur in connection with the preparation and
          negotiation of this Second Amendment and all related documents, and
          (iii) any other document reasonably required by Bank.

     9.   Ratifications.  Borrower (a) ratifies and confirms all  provisions  of
          --------------
          the Loan Documents as amended by this Second  Amendment,  (b) ratifies
          and confirms  that all  assurances  and Liens  granted,  conveyed,  or
          assigned to Bank under the Loan Documents are not released, reduced or
          otherwise  adversely affected by this Second Amendment and continue to
          assure,  and secure full  payment and  performance  of the present and
          future  Obligations,  and (c)  agrees  to  perform  such acts and duly
          authorize,  execute,  acknowledge,   deliver,  file  and  record  such
          additional documents,  and certificates and authorizations as Bank may
          reasonably request in order to create, perfect,  preserve, and protect
          those assurances and Liens.

     10.  Representations. Borrower represents and warrants to Bank that as of
          the date of this Second Amendment (a) all representations and
          warranties in the Loan Documents are true and correct in all material
          respects except to the extent that (i) any of them speak to a
          different specific date or to covenants and conditions as are amended
          by this Second Amendment or (ii) the facts on which any of them were
          based have been changed by transactions contemplated or permitted by
          the Loan Agreement, and (b) no undisclosed Event of Default has
          occurred or is continuing.

     11.  Authority; Binding Effect. Each signatory to this Second Amendment
          represents and warrants to Bank that (i) it or he has taken all
          corporate, partnership or other action required to authorize execution
          of this Second Amendment and compliance with its terms, (ii) this
          Second Amendment does not and will not violate or conflict with any
          law, statute, regulation, order, agreement, document, or instrument
          binding on it or him, or its or his property, and (iii) on Bank's
          request, it or he shall provide reasonably satisfactory evidence
          thereof to Bank.

     12.  Original Agreements Valid, As Amended. Except as modified by this
          Second Amendment, the Loan Agreement and Loan Documents remain in full
          force and effect as originally written.

     13.  Miscellaneous.

          (a)  Governing Law. This Second Amendment is being executed and
               delivered, and is intended to be performed , in the State of
               Texas, whose substantive laws govern the validity, construction,
               enforcement and interpretation of this Second Amendment.

          (b)  Headings. Section headings are for convenience of reference only
               and shall in no way affect the interpretation of this Second
               Amendment.

          (c)  Multiple Counterparts. This Second Amendment may be executed in
               any number of counterparts, all of which taken together shall
               constitute one and the same agreement, and any of the parties
               hereto may execute this Second Amendment by signing such
               counterpart.

          (d)  Texas Business and Commerce Code Section 26.02 Notice. THIS
               SECOND AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE
               PARTIES CONCERNING THE MATTERS CONTAINED HEREIN (BUT DOES NOT
               AFFECT THE LOAN DOCUMENTS EXCEPT AS SPECIFIED HEREIN) AND MAY NOT
               BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
               SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN
               ORAL AGREEMENTS BETWEEN THE PARTIES.


<PAGE>



                                "Borrower"

                                U.S. GLOBAL INVESTORS, INC.

                                By:
                                   ---------------------------------------------

                                Name:    Frank E. Holmes
                                Title:   Chairman and Chief Executive Officer

                                Date:
                                     -------------------------------------------



                                "Bank"

                                BANK ONE, NA, with its
                                main office in Chicago, Illinois

                                By:
                                   ---------------------------------------------
                               Name: Clay D. Jett
                                Title:  Vice President - Commercial Banking

                                Date:
                                     -------------------------------------------


<PAGE>



                                    EXHIBIT A

                BORROWING BASE (COVENANT) COMPLIANCE CERTIFICATE
                      (For the month/quarter/year ending )

     Pursuant to the Loan Agreement dated February 1, 2001, as amended by that
First Amendment to Loan Agreement dated to be effective July 1, 2001, and that
Second Amendment to Loan Agreement dated to be effective February 1, 2003 (the
"Loan Agreement") between U.S. Global Investors, Inc. ("Borrower") and Bank One,
NA ("Bank One"), the undersigned hereby certifies as follows. Unless otherwise
defined herein, the terms used in this Certificate have the meaning(s) assigned
to it/them in the Loan Agreement.

1.   I am the duly appointed President or Chief Financial Officer or Chief
     Accounting Officer or Controller of Borrower;

2.   I have reviewed the terms of the Agreement and I have made, or have caused
     to be made under my supervision a detailed review of the transactions and
     condition of the Borrower during the accounting period covered by the
     financial statements being furnished concurrently with this Certificate;

3.   The Borrower is in full compliance with all terms, conditions, covenants
     and provisions of the Loan Agreement, except as follows:

4.   The Borrower reports its compliance with the financial covenants contained
     in the Loan Agreement as follows:

     Section Covenant          Required / Permitted               Actual
     ----------------          --------   ----------------        ------
     Current Ratio                 2.00:1.00

     Ratio of Debt to TNW           .75:1.00

     Liquidity                    $1,000,000.00

5.   Each of the representations contained in the Loan Agreement are correct as
     of this date.

6.   The financial statements of Borrower as of ______________,  20____, and for
     the  fiscal  year  then  ended,   and  the   financial   statements  as  of
     ______________, 20____, and for the partial fiscal year then ended, present
     fairly  the  financial  condition  of  Borrower  and  the  results  of  its
     operations as of the dates of such  statements  and for the fiscal  periods
     then ended,  and since the date of the latest of such statements  there has
     been  no  Material  Adverse  Effect  in  its  financial   position  or  its
     operations.

7.   No Event of Default has occurred and Borrower is not aware of any facts
     which might result in an Event of Default.


Date:                                        Borrower:
     ----------------------

                                             U.S. Global Investors, Inc.

                                             By:
                                                --------------------------------
                                             Its:
                                                 -------------------------------


<PAGE>



                                    EXHIBIT B

                  BORROWING BASE COMPLIANCE (DRAW) CERTIFICATE

1. Total Accounts Receivable (AR)                       $_______________________
   a)  Less:  Accounts more than 60 days past DOI       $_______________________
   b)  Less:  100% of uninsured Foreign Accounts        $_______________________
   c)  Less:   Other non Eligible Accounts              $_______________________
   d)  Total Eligible Accounts Receivable               $_______________________


2. Available borrowing advance
       A. Accounts Receivable @ 80% of line 1(e) $_______________________ 3.
Total Eligible Collateral (line 2A) $_______________________ 4. Amount of
Promissory Note $_______________________ 5. Lesser of line 3 or line 4
$_______________________ 6. Present Promissory Note balance
   (principal outstanding)                              $_______________________
7. Principal Balance available for borrowing            $_______________________
   (line 5 minus line 6) (If line 7 is a negative number, then a "pay down" in
   accordance with the Agreement is required)

Pursuant to that certain Loan Agreement dated February 2, 2001, as amended by
that First Amendment to Loan Agreement dated to be effective July 1, 2001 and
that Second Amendment dated to be effective February 1, 2003, ("Agreement") as
entered into by and between U.S. Global, Investors, Inc. ("Borrower") and Bank
One, NA ("Bank One"), Borrower submits the foregoing information for the purpose
of inducing Bank One to advance money to Borrower from the balance of funds
available (if any) under Borrower's Promissory Note dated February 1, 2003 in
the original principal amount of $1,000,000.00. Borrower hereby certifies and
affirms that the information contained in this Borrowing Base Compliance (Draw)
Certificate is true, complete and correct according to the financial records of
the Borrower and is properly available as collateral for advances pursuant to
the Agreement and the representations and warranties set forth therein. As of
the date of this Certificate Borrower is in full compliance with all terms,
conditions, covenants and provisions of the Loan Agreement. Borrower is not
aware of any Event of Default under the Agreement or any facts or circumstances
which might give rise to any Event of Default. The terms used in this
Certificate have the same meaning as assigned to them in the Agreement. Borrower
further certifies that all withholding taxes and FICA Taxes have been paid in
full as of the date of this Certificate.

                                               Borrower:

                                               U.S. Global Investors, Inc.

                                               By:
                                                  ------------------------------
                                               Its:
-----------------------------                      -----------------------------
          (date)

</TEXT>
</DOCUMENT>
