EXHIBIT 10.6

                     SETTLEMENT AGREEMENT AND MUTUAL RELEASE

         THIS SETTLEMENT  AGREEMENT AND MUTUAL RELEASE  ("Agreement") is made as
of November 19, 2002 by and among Richard A. Wall, an  individual  ("Wall"),  on
the one  hand,  and US  Global  Aerospace,  Inc.,  a  publicly  traded  Delaware
corporation  (formerly,  Caring  Products  International,  Inc.)  (OTCBB:  USGA)
("USGA"),  its wholly owned subsidiary USDR Global  Aerospace,  Ltd., a Delaware
corporation  ("Global"),  and USDR Aerospace,  Ltd, a Texas limited  partnership
("Aerospace")  (USGA, Global and Aerospace are sometimes referred to hereinafter
collectively as the "USGA Parties"), on the other hand. USGA, Global,  Aerospace
and Wall are sometimes  referred to hereinafter  collectively  as the "Parties",
and each, individually, as a "Party").

                                    RECITALS

         A. From March 28, 2002 up to and including  July 18, 2002,  Wall loaned
the USGA  Parties a total of $475,000  (the "Wall  Personal  Loan"),  in several
installments as set forth on Schedule I attached hereto.

         B. Wall and USGA are the parties to that  certain  Consulting  Services
Agreement  dated as of May 15, 2002 (the  "Consulting  Agreement"),  pursuant to
which USGA  issued  1,000,000  shares of USGA common  stock to Wall  pursuant to
USGA's 2001 Employee Stock  Compensation  Plan,  registered on Form S-8 with the
Securities and Exchange Commission (the "S-8 Shares").

         C. From May 15, 2002 until the  present,  Wall sold  495,000 of the S-8
Shares to Dawn Van Zandt ("Van Zandt"),  ECON Investor  Relations Inc. ("ECON"),
and/or one or more clients of ECON (Van Zandt,  ECON and all of ECON's  clients,
nominees  and agents  are  hereinafter  referred  to  collectively  as the "ECON
Parties"),  and subsequently  agreed to transfer an additional 100,000 shares in
the aggregate to the ECON Parties as a result of a significant diminution in the
market value of USGA's common stock.

         D. In addition to the Wall Personal  Loan,  from May 23, 2002 up to and
including June 20, 2002, Wall loaned the USGA Parties $300,000, and directed the
ECON  Parties to wire  transfer to the USGA Parties (i) $50,000 on May 23, 2002,
(ii) $45,000 on July 26, 2002, and (iii) $100,000 on August 14, 2002 (all of the
foregoing  funds are  hereinafter  referred to  collectively  as the "ECON Sales
Proceeds").

         E. USGA alleges that,  notwithstanding the foregoing,  Wall has certain
executory obligations to USGA that Wall is presently unable to perform.

         F. The USGA Parties and Wall have agreed to settle all disputes arising
from the foregoing facts in the manner set forth herein.

<PAGE>


                                    AGREEMENT

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged, and in consideration of the mutual
promises,  covenants  and  conditions  herein  contained,  the Parties  agree as
follows:

         1. Termination of Consulting Agreement.  At the Closing (as hereinafter
defined), the Consulting Agreement shall be terminated,  rescinded and cancelled
in its entirety and of no further force or effect.

         2. Issuance of USGA  Restricted  Shares to Wall.  At the Closing,  USGA
shall issue and Wall shall  accept  1,002,772  restricted  shares of USGA common
stock (the "Wall Restricted Shares"), in full and final satisfaction of the Wall
Personal Loan and any and all interest accrued thereon (a conversion of debt and
interest at $0.50 per share).

         3. Closing;  Conditions Precedent. The consummation of the transactions
contemplated  by this  Agreement  (the  "Closing"),  and the  obligations of the
Parties hereunder, shall be contingent on the following conditions precedent:

         a.       This Agreement shall be fully executed by all Parties.

         b.       Wall shall  deliver a release of the USGA  Parties by the ECON
                  Parties acceptable to USGA.

         c.       USGA shall execute and deliver transfer instructions as to the
                  issuance of the Wall Restricted Shares.

         d.       The  USGA  Parties   shall  have  entered  into  a  settlement
                  agreement  with  Live Oak  Capital,  LLC and  related  parties
                  acceptable to USGA.

         4. Releases.

                  (a) Wall hereby, for himself,  his past and present employees,
agents,  executors,   administrators,   trustees,   partners,   representatives,
controlled entities and affiliates,  successors and assigns,  forever discharges
and  releases  each of the USGA  Parties and each of their  respective  past and
present   employees,   officers,   directors,   agents,   attorneys,   insurers,
representatives  (including,  without  limitation,  John Robinson),  affiliates,
assigns, subsidiaries,  parents,  predecessors,  successors and related entities
from any and all claims, damages, actions,  judgments,  obligations,  attorneys'
fees, indemnities,  subrogations, duties, demands, controversies and liabilities
of every  nature at law or in  equity,  liquidated,  or  unliquidated,  known or
unknown, matured or unmatured,  foreseeable or unforeseeable,  which they had or
have arising out of any circumstance, thing, or event alleged, or arising out of
the Consulting  Agreement,  that certain  Agreement and Plan of Share  Exchange,
dated as of May 15,  2002,  by and among USGA,  Global and the  stockholders  of
Global  (the  "Share  Exchange  Agreement"),  and  any  ancillary  agreement  or
instrument entered into pursuant thereto,  the ECON Sales Proceeds,  and any and
all other matters of any nature whatsoever, including without limitation any and
all past, present, pending or threatened litigation.


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<PAGE>

                  (b) Each of the USGA Parties hereby,  for itself, and its past
and present employees,  officers, directors, agents,  representatives,  parents,
subsidiaries,  controlled  entities  and  affiliates,  successors  and  assigns,
forever discharges and releases Wall and each of his past and present employees,
agents,  executors,   administrators,   trustees,   partners,   representatives,
controlled  entities  and  affiliates,  successors  and assigns from any and all
claims, damages, actions, judgments, obligations,  attorneys' fees, indemnities,
subrogations,  duties, demands, controversies and liabilities of every nature at
law or in equity,  liquidated,  or  unliquidated,  known or unknown,  matured or
unmatured,  foreseeable or unforeseeable,  which they had or have arising out of
any  circumstance,  thing,  or event  alleged,  or arising out of the Consulting
Agreement,  the  Share  Exchange  Agreement,  and  any  ancillary  agreement  or
instrument  entered into pursuant thereto,  and any and all other matters of any
nature  whatsoever,  including  without  limitation  any and all past,  present,
pending or threatened litigation.

                  (d)  Each of the  Parties  understands  and  agrees  that  the
releases  set  forth  above  extend  to all  claims of every  kind,  nature  and
description whatsoever, known or unknown, suspected or unsuspected.  Each of the
Parties  understands and acknowledges  that he/it is familiar with and expressly
waives and  relinquishes  every right or benefit he/it has or may have under the
provisions of Section 1542 of the Civil Code of the State of  California,  which
reads as follows:

                  "A  general  release  does not  extend  to  claims  which  the
creditor does not know or suspect to exist in his favor at the time of executing
the release,  which if known by him must have materially affected his settlement
with the debtor."

         5.  Indemnification.  Wall shall indemnify each of the USGA Parties and
each of  their  respective  past and  present  employees,  officers,  directors,
agents, attorneys,  insurers,  representatives  (including,  without limitation,
John Robinson), assigns,  subsidiaries,  parents,  predecessors,  successors and
related entities from any and all third-party claims for brokerage or other fees
arising out of or in connection with the transactions  contemplated by the Share
Exchange  Agreement,  and any alleged claims or consequential  damages resulting
from any alleged non-payment thereof.

         6. No  Disparagement.  Each Party  hereby  agrees to  refrain  from any
communication  with any other person,  entity,  regulatory  body or governmental
authority  which in any way  disparages or defames any other Party,  unless such
communication  is required in response to a valid order by a court of  competent
jurisdiction or other  governmental or regulatory body, or as otherwise required
by applicable law.

         7. Confidentiality.  This Agreement and the terms and conditions hereof
shall at all times be kept strictly  confidential by the Parties,  except to the
extent  disclosure  of the same is  required  in  response to a valid order by a
court of competent  jurisdiction or other governmental or regulatory body, or as
otherwise required by applicable law.



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<PAGE>

         8. Entire  Agreement.  This Agreement  contains the sole,  complete and
entire  agreement  and  understanding  of the  Parties  concerning  the  matters
contained  herein  and may not be  altered,  modified,  or changed in any manner
except by a writing  duly  executed by the  Parties.  No Party is relying on any
representations   other  than  those  expressly  set  forth  herein.  All  prior
discussions  and  negotiations  have been and are  merged,  integrated  into and
superseded by this Agreement.

         9. Waiver. The delay or failure of a Party to exercise any right, power
or  privilege  hereunder,  or failure to strictly  enforce any breach or default
shall not  constitute a waiver with respect  thereto;  and no waiver of any such
right, power, privilege,  breach or default on any one occasion shall constitute
a waiver  thereof on any  subsequent  occasion  unless clear and express  notice
thereof in writing is provided.

         10.  Applicable  Law;  Venue.  This Agreement  shall be governed by and
construed and enforced in  accordance  with and subject to the laws of the State
of California,  and any and all actions  brought under this  Agreement  shall be
brought in the state and/or  federal  courts of the United States sitting in the
City of Los Angeles, State of California.

         11.  Advice  of  Counsel.  The  Parties  represent  that  prior  to the
execution  of this  Agreement  they had the  opportunity  to seek the benefit of
independent legal counsel of their own selection regarding the substance of this
Agreement.  The  Parties  acknowledge  and  agree  that  the  law  firm  Pollet,
Richardson & Patel has not  represented  any Party other than USGA and Global in
connection  with the  negotiation,  preparation,  execution and delivery of this
Agreement.

         12. No Liability.  This Agreement is executed by the Parties hereto for
the sole purpose of settling the matters described  herein,  and it is expressly
understood and agreed,  as a condition  hereof,  that this Agreement  should not
constitute  nor be construed to be an admission of the truth or  correctness  of
any claim asserted.

         13. Warranties.  The Parties,  and each of them,  warrant:  (i) that no
other person or entity had or has or claims,  any interest in any of the claims,
demands, causes of action, or damages covered in this Agreement; (ii) that they,
and each of them,  have the sole right and  exclusive  authority to execute this
Agreement; and (iii) that they have not sold, assigned, transferred, conveyed or
otherwise disposed of any claim, demand, cause of action, obligation,  damage or
liability covered in this Agreement.

         14.  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts, all of which together constitute one single document.

         15. Facsimile Signatures.  This Agreement and any documents relating to
it may be  executed  and  transmitted  to any other  party by  facsimile,  which
facsimile  shall be deemed to be, and  utilized in all respects as, an original,
wet-inked document.

                            [SIGNATURE PAGES FOLLOW]


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<PAGE>



         IN WITNESS  WHEREOF,  the Parties hereto have executed this  Settlement
Agreement and Mutual Release as of the day and year first written above.



                      ----------------------------------------------
                      RICHARD A. WALL, an individual



                      US GLOBAL AEROSPACE, INC., a Delaware corporation

                      By:  ________________________________
                      Name:  John Robinson
                      Title:   Chief Executive Officer

                      USDR GLOBAL AEROSPACE, LTD., a Delaware corporation

                      By:  ________________________________
                      Name:  John Robinson
                      Title:   Chief Executive Officer

                      USDR AEROSPACE, LTD., a Texas limited partnership

                      By:  United States Defense Research, L.C.
                      Its:  General Partner

                               By:  ___________________________
                               Name:  John Robinson
                               Title:


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