PATENT AND TECHNOLOGY LICENSE AGREEMENT

This AGREEMENT ("AGREEMENT") is made on this 24th day of July, 2003 between U.S.
Global  Nanospace,  Inc., a Delaware  corporation,  having a principal  place of
business  at  2533  North  Carson,   Suite  5107,   Carson  City,  Nevada  89706
("LICENSEE")  and TIAX  LLC,  a  Delaware  limited  liability  company  having a
principal place of business located at 15 Acorn Park,  Cambridge,  Massachusetts
02140 ("LICENSOR").

TABLE OF CONTENTS

RECITALS                                                                Page 1

I.    EFFECTIVE DATE                                                    Page 1

II.   DEFINITIONS                                                       Page 2

III.  LICENSE                                                           Page 3

IV.   CONSIDERATION, PAYMENTS AND REPORTS                               Page 4

V.    SPONSORED RESEARCH                                                Page 5

VI.   PATENTS AND INVENTIONS                                            Page 6

VII.  INFRINGEMENT BY THIRD PARTIES                                     Page 6

VIII. PATENT MARKING                                                    Page 6

IX.   INDEMNIFICATION                                                   Page 6

X.    USE OF LICENSOR AND COMPONENT'S NAME                              Page 7

XI.   CONFIDENTIAL INFORMATION AND PUBLICATION                          Page 7

XII.  ASSIGNMENT                                                        Page 8

XIII. TERMS AND TERMINATION                                             Page 8

XIV.  REPRESENTATIONS AND WARRANTIES                                    Page 10

XV.   GENERAL                                                           Page 11

SIGNATURES                                                              Page 12

RECITALS

A.    LICENSOR  owns certain  PATENT  RIGHTS and  TECHNOLOGY  RIGHTS  related to
      LICENSED SUBJECT MATTER developed by LICENSOR.

B.    LICENSOR  desires to have the  LICENSED  SUBJECT  MATTER  developed in the
      LICENSED FIELD.

C.    LICENSEE  wishes to obtain a license  from  LICENSOR to practice  LICENSED
      SUBJECT MATTER.

NOW,  THEREFORE,  in  consideration  of the mutual covenants and premises herein
contained, the parties agree as follows:

<PAGE>

I.    EFFECTIVE DATE

1.1 This AGREEMENT is effective as of the date written above ("EFFECTIVE DATE").

II.   DEFINITIONS

As used in this AGREEMENT, the following terms have the meanings indicated:

2.1 AFFILIATE  means any business  entity more than fifty percent (50%) owned by
LICENSEE,  any  business  entity  which  owns more than fifty  percent  (50%) of
LICENSEE,  or any business entity that is more than fifty percent (50%) owned by
a business entity that owns more than fifty percent (50%) of LICENSEE.

2.2 LICENSED FIELD means non-hazardous bio-decontamination by or through the use
of an aqueous, sprayable foam.

2.3 LICENSED  PRODUCTS means any product or service SOLD by LICENSEE  comprising
LICENSED SUBJECT MATTER pursuant to this AGREEMENT

2.4 LICENSED SUBJECT MATTER means  inventions and discoveries  covered by PATENT
RIGHTS or TECHNOLOGY RIGHTS within LICENSED FIELD.

2.5  LICENSED  TERRITORY  means  world-wide,  subject to any  export  control or
similar restrictions.

2.6 NET SALES means the gross  revenues  received  by LICENSEE  from the SALE of
LICENSED PRODUCTS less sales discounts actually granted,  sales and/or use taxes
actually   paid,   import   and/or  export  duties   actually   paid,   outbound
transportation  actually  prepaid or allowed,  and amounts  actually  allowed or
credited due to returns (not exceeding the original billing or invoice amount).

2.7 PATENT RIGHTS means LICENSOR's rights in information or discoveries  claimed
in invention disclosures, patents, and/or patent applications,  whether domestic
or foreign, and all divisionals, continuations, continuations-in-part, reissues,
reexaminations or extensions thereof,  and any letters patent that issue thereon
as defined in Exhibit I attached hereto.

2.8 SALE or SOLD means the  transfer or  disposition  of a LICENSED  PRODUCT for
value to a party other than LICENSEE or AFFILIATE.

2.9  TECHNOLOGY  RIGHTS means  LICENSOR's  rights in any technical  information,
know-how,  processes,  procedures,  compositions,  devices,  methods,  formulae,
protocols,  techniques,  software,  designs,  drawings  or data  created  by the
inventor(s)  listed in Exhibit I by LICENSOR before the EFFECTIVE DATE which are
not  claimed in PATENT  RIGHTS but which are  necessary  for  practicing  PATENT
RIGHTS.


<PAGE>

III.  LICENSE

3.1 LICENSOR  hereby  grants to LICENSEE a  royalty-bearing,  exclusive  license
under LICENSED SUBJECT MATTER to manufacture,  have  manufactured,  use, import,
offer to sell and/or sell LICENSED  PRODUCTS within  LICENSED  TERRITORY for use
within  LICENSED  FIELD and,  subject  to Section  4.6  herein,  will  extend to
LICENSOR's  undivided  interest in any LICENSED  SUBJECT MATTER developed during
the term of this  AGREEMENT  and jointly  owned by LICENSOR and  LICENSEE.  This
grant is subject to Sections 14.2 and 14.3 hereinbelow,  the payment by LICENSEE
to LICENSOR of all  consideration as provided herein,  and is further subject to
the following rights retained by LICENSOR:

(a)   The right to publish the general scientific findings from research related
      to  LICENSED   SUBJECT  MATTER,   subject  to  the  terms  of  Article  XI
      (Confidential Information and Publication); and

(b)   The right to use LICENSED SUBJECT MATTER for all other purposes.

3.2 LICENSEE may extend the license  granted  herein to any  AFFILIATE  provided
that the AFFILIATE consents in writing to be bound by this AGREEMENT to the same
extent as LICENSEE.  LICENSEE agrees to deliver such contract to LICENSOR within
thirty (30) days of execution thereof.

3.3 LICENSEE may grant sublicenses under LICENSED SUBJECT MATTER consistent with
the terms of this  AGREEMENT  provided that  LICENSEE  obtains the prior written
consent of LICENSOR,  which  consent  shall not be  unreasonably  withheld,  and
further provided that LICENSEE is responsible for its  sublicensees  relevant to
this  AGREEMENT,  and for  diligently  collecting  all amounts due LICENSEE from
sublicensees. If a sublicensee pursuant hereto becomes bankrupt, insolvent or is
placed in the hands of a receiver or trustee,  LICENSEE,  to the extent  allowed
under  applicable law and in a timely manner,  agrees to use its best reasonable
efforts to collect all consideration owed to LICENSEE and to have the sublicense
agreement confirmed or rejected by a court of proper jurisdiction.

3.4 LICENSEE must deliver to LICENSOR a true and correct copy of each sublicense
granted by LICENSEE, and any modification or termination thereof,  within thirty
(30) days after execution, modification, or termination.

3.5 When this AGREEMENT is terminated, LICENSOR agree to accept as successors to
LICENSEE,  existing  sublicensees  in good  standing at the date of  termination
provided  that the  sublicensees  consent  in  writing to be bound by all of the
terms and conditions of this AGREEMENT.


<PAGE>


IV.   CONSIDERATION, PAYMENTS AND REPORTS

4.1 In  consideration  of rights  granted by  LICENSOR  to  LICENSEE  under this
AGREEMENT, LICENSEE agrees to pay the following:

(a)   All reasonable  out-of-pocket  expenses  incurred by LICENSOR in enforcing
      and maintaining  PATENT RIGHTS,  and all such future expenses  incurred by
      LICENSOR, for so long as, and in such countries as, this AGREEMENT remains
      in effect.  LICENSOR will invoice  LICENSEE within thirty (30) days of the
      EFFECTIVE  DATE for  expenses  incurred as of that time and on a quarterly
      basis thereafter. The invoiced amounts will be due and payable by LICENSEE
      within thirty (30) days of invoice; and

(b)   A nonrefundable  license fee equal to $120,000,  payable in four (4) equal
      installments.  The first  payment  will be due and  payable on January 31,
      2004,  and the  remaining  three (3) payments  will be made on a quarterly
      basis  thereafter  (on June 30, 2004,  September 30, 2004 and December 31,
      2004). LICENSEE will be invoiced for said amounts by LICENSOR; and

(c)   A running  royalty  equal to six percent (6%) of  LICENSEE's  NET SALES of
      LICENSED  PRODUCTS  will be applicable on NET SALES in excess of the first
      One Million Dollars ($1,000,000); and

(d)   Minimum annual  royalties of Sixty Thousand  Dollars  ($60,000.00),  which
      will be payable within thirty (30) days after March 31, June 30, September
      30, and December 31 of each year during the term of this  AGREEMENT,  with
      the first payment due within thirty (30) days after March 31, 2005; and

(e)   Up to fifty percent (50%) of all  consideration  received by LICENSEE from
      either (i) any sublicensee  pursuant to Sections 3.3 and 3.4 herein above,
      or (ii) any assignee pursuant to Section 12.1  hereinbelow,  including but
      not limited to,  royalties,  upfront  payments,  marketing,  distribution,
      franchise,  option,  license,  or documentation  fees, bonus and milestone
      payments and equity  securities.  The amount due under this Section 4.1(e)
      shall be fixed by mutual agreement of LICENSEE and LICENSOR.

4.2 The payments under Sections 4.1(c) are payable within thirty (30) days after
March 31, June 30, September 30, and December 31 of each year during the term of
this AGREEMENT,  at which time LICENSEE will also deliver to LICENSOR a true and
accurate report,  giving such particulars of the business  conducted by LICENSEE
and its  sublicensees,  if any exist,  during the  preceding  three (3) calendar
months under this  AGREEMENT as necessary for LICENSOR to account for LICENSEE's
payments hereunder.  This report will include pertinent data, including, but not
limited to:

(a)   the total quantities of LICENSED PRODUCTS produced; and

(b)   the total SALES; and

(c)   the calculation of NET SALES and royalties thereon; and

(d)   the  total  royalties  (and/or  minimum  royalties)  so  computed  and due
      LICENSOR; and

(e)   all other amounts due LICENSOR herein.

<PAGE>

Simultaneously  with the  delivery of each such report,  LICENSEE  agrees to pay
LICENSOR the amount due, if any, for the period of such  report.  These  reports
are required even if no payments are due.

4.3  During  the term of this  AGREEMENT  and for three  (3)  years  thereafter,
LICENSEE  agrees  to  keep  complete  and  accurate   records  of  its  and  its
sublicensees'  SALES and NET SALES of LICENSED  PRODUCTS in sufficient detail to
enable the royalties payable  hereunder to be determined.  LICENSEE shall permit
LICENSOR or its representatives,  at LICENSOR'S expense, to periodically examine
LICENSEE'S  books,  ledgers and records  during  regular  business hours for the
purpose of and to the extent  necessary to verify any report required under this
AGREEMENT.  If the amounts due LICENSOR are determined to have been underpaid in
an amount  equal to or greater  than five  percent  (5%) of the total amount due
during  the  period  so  examined,  then  LICENSEE  will  pay  the  cost  of the
examination plus the accrued interest at the highest allowable rate.

4.4 Within thirty (30) days of each anniversary of the EFFECTIVE DATE,  LICENSEE
will deliver to LICENSOR a written  progress  report as to  LICENSEE'S  (and any
sublicensee's)   efforts  and  accomplishments  during  the  preceding  year  in
diligently commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and
LICENSEE's (and sublicensees') commercialization plans for the upcoming year.

4.5 All amounts  payable  hereunder  by LICENSEE  will be paid in United  States
funds without deductions for taxes,  assessments,  fees, or charges of any kind.
Checks  are to be  made  payable  to TIAX  LLC,  P.O.  Box  846108,  Boston,  MA
02284-6108,  or by wire transfer to Citizens Bank, 1 Citizens Drive,  Riverside,
RI 02915; Routing Number: 011500120;  Account Number: 1135538317;  Account Name:
TIAX LLC.

4.6 No payments due or royalty rates owed under this  AGREEMENT  will be reduced
as the result of  co-ownership  of LICENSED  SUBJECT  MATTER by LICENSOR and (i)
U.S. government agencies,  and/or (ii) another party, including, but not limited
to,  LICENSEE,  except to the extent such  co-ownership  legally or  effectively
reduces or limits  LICENSEE's  ability to derive the full  benefit of the rights
granted to it under Section 3.1 of this Agreement.

V.    SPONSORED RESEARCH

5.1 If  LICENSEE  desires to  sponsor  research  for or related to the  LICENSED
SUBJECT MATTER,  and particularly where LICENSEE receives payments for sponsored
research  pursuant to a sublicense  under this  AGREEMENT,  LICENSEE  will first
notify  LICENSOR  in writing of all  opportunities  to  conduct  this  sponsored
research.  LICENSOR  shall  have the right to  approve  or  disapprove  any such
sponsored  research,  provided  that such  approval  shall  not be  unreasonably
withheld.

<PAGE>


VI.   PATENTS AND INVENTIONS

6.1 If after  consultation  with  LICENSEE  both parties agree that a new patent
application  should be filed for LICENSED SUBJECT MATTER,  LICENSOR will prepare
and file  appropriate  patent  applications,  and LICENSEE  will pay the cost of
searching,  preparing,  filing,  prosecuting and  maintaining  same. If LICENSEE
notifies LICENSOR that it does not intend to pay the cost of an application,  or
if  LICENSEE  does not  respond or make an effort to agree with  LICENSOR on the
disposition  of rights of the subject  invention,  then  LICENSOR  may file such
application  at its  own  expense  and  LICENSEE  will  have no  rights  to such
invention.  LICENSOR will provide  LICENSEE with a copy of the  application  for
which  LICENSEE has paid the cost of filing,  as well as copies of any documents
received or filed during prosecution thereof.

VII.  INFRINGEMENT BY THIRD PARTIES

7.1  LICENSEE,  at its  expense,  shall  have the right to  enforce  any  patent
exclusively licensed hereunder against  infringement by third parties.  LICENSEE
shall be entitled to retain recovery from such  enforcement.  LICENSEE agrees to
pay LICENSOR a royalty on any monetary  recovery if the monetary recovery is for
damages or a reasonable  royalty in lieu thereof.  LICENSEE must notify LICENSOR
in writing of any  potential  infringement  within thirty (30) days of knowledge
thereof.  If LICENSEE does not file suit against a substantial  infringer within
six (6) months of knowledge  thereof,  then LICENSOR may, in its sole discretion
and at its sole  expense,  enforce any patent  licensed  hereunder  on behalf of
itself and LICENSEE.

7.2 In any  suit or  dispute  involving  an  infringer,  the  parties  agree  to
cooperate  fully  with each  other.  At the  request  and  expense  of the party
bringing suit, the other party will permit access during regular business hours,
to all relevant personnel, records, papers, information, samples, specimens, and
the like in its possession.

VIII. PATENT MARKING

8.1  LICENSEE  agrees  that  all  packaging   containing   individual   LICENSED
PRODUCT(S),  documentation  therefor,  and when  possible  for  actual  LICENSED
PRODUCT(S) SOLD by LICENSEE, AFFILIATES, and/or sublicensees of LICENSEE will be
permanently  and  legibly  marked  with the number of the  applicable  patent(s)
licensed  hereunder in accordance  with each  country's  patent laws,  including
Title 35, United States Code.

IX.   INDEMNIFICATION

9.1  LICENSEE  agrees to hold  harmless  and  indemnify  LICENSOR,  its members,
managers,  officers,  employees and agents from and against any claims, demands,
or causes of action  whatsoever,  costs of suit and reasonable  attorney's fees,
including  without  limitation,  those costs arising on account of any injury or
death of  persons  or damage  to  property  caused  by,  or  arising  out of, or
resulting  from,  the  exercise or practice of the rights  granted  hereunder by
LICENSEE, its officers, its AFFILIATES or their officers,  employees,  agents or
representatives, except in the case of gross negligence or willful misconduct on
the part of LICENSOR.

<PAGE>


9.2  LICENSEE  shall  use its  best  efforts  to  require  any  purchaser  an/or
manufacturer of LICENSED  PRODUCTS to give evidence of insurance naming LICENSEE
and LICENSOR as an insured parties,  including  comprehensive  general liability
insurance  with limits of not less than one  million  dollars  ($1,000,000)  per
occurrence for bodily injury and one million dollars ($1,000,000) per occurrence
for property damage. LICENSEE shall immediately notify LICENSOR if any purchaser
and/or manufacturer refuses to provide such evidence of insurance.

X.    USE OF LICENSOR AND COMPONENT'S NAME

10.1 LICENSEE will not use the name of (or the name of any employee of) LICENSOR
in any  advertising,  promotional or sales  literature or on its Web site or for
the purpose of raising  capital  without the advance  express written consent of
LICENSOR.  Notwithstanding the above,  LICENSEE may use the name of (or the name
of any employee of) LICENSOR in routine business correspondence, or as needed in
appropriate regulatory submissions without express written consent.

XI.   CONFIDENTIAL INFORMATION AND PUBLICATION

11.1  LICENSOR  and  LICENSEE  each  agree  that all  information  contained  in
documents marked  "confidential"  or  "proprietary"  and forwarded to one by the
other  (i) are to be  received  in  strict  confidence,  (ii)  used only for the
purposes of this  AGREEMENT,  and (iii) not  disclosed  by the  recipient  party
(except as required by law or court order),  its agents or employees without the
prior  written  consent  of the  other  party,  except  to the  extent  that the
recipient party can establish competent written proof that such information:

(a)   was in the public domain at the time of disclosure; or

(b)   later became part of the public  domain  through no act or omission of the
      recipient party, its employees, agents, successors or assigns; or

(c)   was lawfully  disclosed to the recipient party by a third party having the
      right to disclose it; or

(d)   was already known by the recipient party at the time of disclosure; or

(e)   was  independently  developed  by the  recipient  without use of the other
      party's confidential information; or

(f)   is required by law or regulation to be disclosed.

11.2 Each party's obligation of confidence  hereunder will be fulfilled by using
at least the same degree of care with the other party's confidential information
as it uses to protect its own  confidential  information,  but always at least a
reasonable degree of care. This obligation will exist while this AGREEMENT is in
force and for a period of three years thereafter.

<PAGE>


11.3 LICENSOR reserves the right to publish the general scientific findings from
research related to LICENSED  SUBJECT MATTER,  with due regard to the protection
of LICENSEE's confidential  information.  LICENSOR will submit the manuscript of
any  proposed   publication  to  LICENSEE  at  least  thirty  (30)  days  before
publication,  and  LICENSEE  shall have the right to review and comment upon the
publication  in order  to  protect  LICENSEE's  confidential  information.  Upon
LICENSEE's request,  publication may be delayed up to sixty (60) additional days
to enable  LICENSEE  to secure  adequate  intellectual  property  protection  of
LICENSEE's  confidential  information  that would  otherwise  be affected by the
publication.

11.4 The foregoing  provisions of this Article XI shall be subject to any rights
of, or obligations imposed by any U.S. government agency.

XII.  ASSIGNMENT

12.1  Except in  connection  with the sale of  substantially  all of  LICENSEE's
assets to or merger with a third party,  this  AGREEMENT  may not be assigned by
LICENSEE  without  the prior  written  consent  of  LICENSOR,  which will not be
unreasonably withheld.

XIII. TERM AND TERMINATION

13.1  Subject to  Sections  13.2,  13.3 and 13.4  hereinbelow,  the term of this
AGREEMENT  is from the  EFFECTIVE  DATE to the full end of the term or terms for
which PATENT RIGHTS have not expired,  or if only TECHNOLOGY RIGHTS are licensed
and no PATENT RIGHTS are applicable, for a term of fifteen (15) years.

13.2 Any time after five (5) years from the  EFFECTIVE  DATE,  LICENSOR  has the
right  to  terminate  this  license  in any  jurisdiction  within  the  LICENSED
TERRITORY if LICENSEE,  within ninety (90) days after  receiving  written notice
from LICENSOR of the intended  termination,  fails to provide  written  evidence
satisfactory to LICENSOR that LICENSEE or its  sublicensee(s) has commercialized
or is actively and effectively  attempting to commercialize a licensed invention
in such jurisdiction(s). The following definitions apply to Section 13.2:

(a)   "commercialize"  means  having  SALES of LICENSED  PRODUCTS  incorporating
      PATENT RIGHTS or incorporating TECHNOLOGY RIGHTS in such jurisdiction;

(b)   "active attempts to commercialize" means having SALES of LICENSED PRODUCTS
      or an effective, ongoing and active research, development,  manufacturing,
      marketing  or sales  program as  appropriate,  directed  toward  obtaining
      regulatory  approval,  and/or production and/or SALES of LICENSED PRODUCTS
      incorporating  PATENT  RIGHTS or  incorporating  TECHNOLOGY  RIGHTS in any
      jurisdiction,  and has provided plans acceptable to LICENSOR,  in its sole
      discretion,  to commercialize  licensed  inventions in the jurisdiction(s)
      that LICENSOR intends to terminate.

<PAGE>


13.3 Subject to any rights herein which survive termination, this AGREEMENT will
earlier terminate in its entirety:

(a)   automatically  if LICENSEE  becomes  bankrupt or  insolvent  and/or if the
      business of LICENSEE shall be placed in the hands of a receiver, assignee,
      or trustee, whether by voluntary act of LICENSEE or otherwise; or

(b)   upon thirty (30) days written notice from LICENSOR if LICENSEE breaches or
      defaults  on the  payment or report  obligations  of ARTICLE IV, or use of
      name  obligations of ARTICLE X, unless,  before the end of the thirty (30)
      day  period,  LICENSEE  has cured  the  default  or  breach to  LICENSOR's
      satisfaction and so notifies LICENSOR, stating the manner of the cure; or

(c)   upon ninety (90) days written notice from LICENSOR if LICENSEE breaches or
      defaults on any other obligation under this AGREEMENT,  unless, before the
      end of the  ninety  (90) day  period,  LICENSEE  has cured the  default or
      breach to LICENSOR's  satisfaction and so notifies  LICENSOR,  stating the
      manner of the cure; or

(d)   at any time by mutual  written  agreement  between  LICENSEE and LICENSOR,
      upon one  hundred  eighty  (180) days  written  notice to all  parties and
      subject to any terms herein which survive termination; or

(e)   at LICENSOR's  option, if LICENSEE fails to enforce any patent exclusively
      licensed  hereunder  against  infringement  by third  parties  pursuant to
      Article VII hereof.

(f)   if Section 13.2 is invoked.

13.4 Upon termination of this AGREEMENT:

(a)   nothing herein will be construed to release either party of any obligation
      matured prior to the effective date of the termination; and

(b)   LICENSEE and LICENSOR  covenant and agree to be bound by the provisions of
      Articles IX  (Indemnification),  X (Use of LICENSOR and Component's  Name)
      and XI (Confidential Information and Publication) of this AGREEMENT; and

(c)   LICENSEE  may,  after  the  effective  date of the  termination,  sell all
      LICENSED  PRODUCTS and parts  therefor  that it has on hand at the date of
      termination,  if LICENSEE  pays the earned  royalty  thereon and any other
      amounts due pursuant to Article IV of this AGREEMENT; and

(d)   LICENSEE  grants to LICENSOR a nonexclusive  royalty  bearing license with
      the right to  sublicense  others  with  respect  to  improvements  made by
      LICENSEE (including  improvements licensed by LICENSEE from third parties)
      in the LICENSED  SUBJECT MATTER.  LICENSEE and LICENSOR agree to negotiate
      in good faith the royalty rate for the  nonexclusive  license.  LICENSOR's
      right  to  sublicense  others  hereunder  is  solely  for the  purpose  of
      permitting  others to develop  and  commercialize  the  entire  technology
      package.

<PAGE>


XIV.  REPRESENTATIONS AND WARRANTIES

14.1 Except for the rights,  if any, of the  Government  of the United States of
America as set forth below, LICENSOR represents and warrants its belief that (a)
it is the owner of the entire  right,  title,  and  interest  in and to LICENSED
SUBJECT MATTER, (b) it has the sole right to grant licenses  thereunder,  (c) it
has not  knowingly  granted  licenses  thereunder to any other entity that would
restrict rights granted  hereunder  except as stated herein,  (d) to the best of
its knowledge,  the LICENSED SUBJECT MATTER is free of the rightful claim of any
third  party  by way of  infringement  or the  like,  (e) it has  the  requisite
corporate  power and authority to enter into this AGREEMENT and to carry out the
transactions  contemplated  by this AGREEMENT,  (f) the execution,  delivery and
performance  of  this  AGREEMENT  and  the   consummation  of  the  transactions
contemplated  by this  AGREEMENT  have been  duly  authorized  by the  requisite
corporate  action  on the  part of  LICENSOR,  and (g) that  the  execution  and
delivery of this AGREEMENT and the consummation of the transactions contemplated
hereby are not  prohibited by, do not violate or conflict with any provision of,
and do not  constitute  a  default  under  or a  breach  of:  (i) any  contract,
agreement  or other  instrument  to  which it is a party or by which  any of the
assets that are the subject hereof are bound;  or (ii) to LICENSOR's  knowledge,
any order,  writ,  injunction  decree or judgment  of any court or  governmental
agency; and

14.2  LICENSEE  understands  that the  LICENSED  SUBJECT  MATTER  may have  been
developed under a funding  agreement with the Government of the United States of
America  and,  if so,  that the  Government  may have  certain  rights  relative
thereto.  This AGREEMENT is explicitly made subject to the  Government's  rights
under any such agreement and any  applicable  law or  regulation.  To the extent
that  there  is a  conflict  between  any  such  agreement,  applicable  law  or
regulation  and  this  AGREEMENT,   the  terms  of  such  Government  agreement,
applicable law or regulation shall prevail.

14.3 LICENSEE understands and agrees that LICENSOR, by this AGREEMENT,  makes no
representation  as to the operability or fitness for any use, safety,  efficacy,
approvablity   by  regulatory   authorities,   time  and  cost  of  development,
patentability,  and/or breadth of the LICENSED SUBJECT MATTER. LICENSOR, by this
AGREEMENT,  also makes no  representation  as to whether  any patent  covered by
PATENT RIGHTS is valid or as to whether there are any patents now held, or which
will be held, by others or by LICENSOR in the LICENSED FIELD,  nor does LICENSOR
make any  representation  that the inventions  contained in PATENT RIGHTS do not
infringe  any  other  patents  now  held or that  will be held by  others  or by
LICENSOR.

14.4  LICENSEE,  by execution  hereof,  acknowledges,  covenants and agrees that
LICENSEE  has not been  induced in any way by LICENSOR or  employees  thereof to
enter into this AGREEMENT, and further warrants and represents that (a) LICENSEE
has  conducted  sufficient  due  diligence  with respect to all items and issues
pertaining  to this  AGREEMENT;  and (b)  LICENSEE has  adequate  knowledge  and
expertise,  or has used  knowledgeable  and expert  consultants,  to  adequately
conduct  such due  diligence,  and agrees to accept all risks  inherent  herein,
provided, however, that nothing in this Section 14.4 shall be deemed to limit or
negate LICENSOR's representations and warranties in Section 14.1.

<PAGE>

14.5 The  representations  and  warranties  provided  in this  Section XIV shall
survive the  termination of this  Agreement  until their  applicable  statute of
limitations.

XV.   GENERAL

15.1 This  AGREEMENT  constitutes  the entire  and only  agreement  between  the
parties  for  LICENSED   SUBJECT  MATTER  and  all  other  prior   negotiations,
representations,   agreements  and  understandings  are  superseded  hereby.  No
agreements  altering or supplementing  the terms hereof will be made except by a
written document signed by both parties.

15.2 Any notice  required  by this  AGREEMENT  must be given by  prepaid,  first
class,  certified mail, return receipt  requested,  and addressed in the case of
LICENSOR to:

TIAX LLC
15 Acorn Park
Cambridge, MA  02140
ATTENTION: John M. Collins, Executive Vice President

or in the case of LICENSEE to:

US Global Nanospace, Inc.
2533 North Carson , Suite 5107
Carson City, NV  89706
ATTENTION: Stephen B. Squires

or other  addresses  as may be given  from time to time  under the terms of this
notice provision.

15.3 LICENSEE must comply with all applicable federal,  state and local laws and
regulations in connection with its activities pursuant to this AGREEMENT.

15.4 This AGREEMENT  will be construed and enforced in accordance  with the laws
of the United States of America and of the  Commonwealth of  Massachusetts.  The
Massachusetts  State  Courts of  Middlesex  County  (or,  if there is  exclusive
federal  jurisdiction,  the United  States  District  Court for the  District of
Massachusetts)  shall have  exclusive  jurisdiction  and venue over any  dispute
arising out of this AGREEMENT, and LICENSEE consents to the jurisdiction of such
courts.

15.5 Failure of LICENSOR to enforce a right under this AGREEMENT will not act as
a waiver of right or the  ability to later  assert  that right  relative  to the
particular situation involved.

15.6 Headings  included herein are for convenience  only and will not be used to
construe this AGREEMENT.

15.7 If any part of this AGREEMENT is for any reason found to be  unenforceable,
all other parts nevertheless will remain enforceable.

<PAGE>


IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  their duly  authorized
representatives to execute this AGREEMENT.


U.S. GLOBAL NANOSPACE, INC.                 TIAX LLC

By /s/ John D. Robinson                     By /s/ John M. Collins
   --------------------                        -------------------
Name: John D. Robinson                       Name: John M. Collins
Title: Chairman                              Title: Executive Vice President

Date: _______________, 2003                  Date: _______________, 2003

<PAGE>


EXHIBIT I

"Development of A Non-hazardous  Peptide and Protein-Based  Chemical/ Biological
Decontamination  System", by Arthur D. Little, Inc., Acorn Park,  Cambridge,  MA
02140,  Contract  No.:  DAAD05-98-C-0005,  Final  Report  to:  Office of Special
Technology,  10530 Riverview Rd., Bldg. Fort Washington,  MD 20744 ATTN: Jeffrey
M. David September 29, 1999

"CHEMICAL AND/OR BIOLOGICAL  DECONTAMINATION SYSTEM", Lisa L. Conerly; Daniel J.
Ehntholt;   Alan  S.  Louie;   Richard  H.   Whelan,   Provisional   Application
(60/179,499);  U. S. application; U. S. Application Serial No. 10/182,821, filed
7/31/02  PCT/US  01/4001 - priority date = 2/1/00;  international  filing date =
2/1/01

National Phase:   (EPO/01 918 985.1) - filed 7/31/02
Canada (Serial No 2397075) and Israel -  filed 7/31/02