AMENDED
      AND RESTATED CONSULTING AGREEMENT

    


    This
      Amended and Restated Consulting Agreement (“Agreement”) is made as of May 24,
      2006 by and between Pat Scorzelli, an individual whose principal address is
      78
      Maple Avenue, Leominster, Massachusetts (the “Consultant”), and US Global
      Nanospace, Inc., a Delaware corporation (the “Company”), and is made with
      reference to the following:

    


    RECITALS

    


    A. This
      Agreement amends and restates in its entirety the Consulting Agreement dated
      as
      of March 22, 2006 by and between the Consultant and the Company.

    


    B. The
      Company is a publicly traded company in the business of developing products
      for
      a wide variety of defense and health and safety applications. 

    


    C. The
      Company wishes to retain the Consultant, and the Consultant wishes to be
      retained by the Company.

    


    NOW,
      THEREFORE,
      for good
      and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the Company and the Consultant agree as follows:

    


    AGREEMENT

    


    1. Term.
      The
      Company retains the Consultant and the Consultant accepts this appointment
      with
      the Company for the period beginning on May 24, 2006 and ending on May 24,
      2007
      (the “Term”). Unless otherwise terminated pursuant to section 6 below, this
      Agreement will be automatically renewed after May 24, 2007, unless either party
      gives notice to the other at least thirty (30) days prior to the expiration
      of
      the Term that the party desires to renegotiate this Agreement. Thereafter,
      the
      terms and conditions of this Agreement shall apply until the parties reach
      an
      agreement modifying them. If an agreement is not reduced to writing and executed
      by the parties within thirty (30) days of the end of the specified period,
      then
      this Agreement shall continue on a month to month basis until terminated by
      written notice given by either party at least thirty (30) days prior to the
      end
      of any monthly period. 

    


    2. Duties
      of Consultant.
      The
      Consultant agrees to perform the services described in Exhibit “A”, attached to
      this Agreement and made a part of it. The Consultant will determine the method,
      details and means of performing the services. 

    


    3. Compensation. The
      Company shall pay to the Consultant as compensation for the Services the sum
      equaling $17,000 per month during the Term, payable in registered shares of
      the
      Company's common stock to be issued pursuant to the Company's Amended and
      Restated 2002 Stock Plan (“S-8 Stock”), valued at the closing price of the
      common stock on the last trading day of each month. For
      the
      partial month in which this Agreement is executed, Consultant shall receive
      a
      pro-rated amount of compensation and the shares issuable for such pro-rated
      month shall be valued as of the last trading day of the month. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    4. Nondisclosure.
      Consultant acknowledges
      and agrees that:

    


    (a) Any
      and
      all information disclosed by the Company and/or any of its affiliates to the
      Consultant and/or any of his agents, representatives or affiliates in connection
      with this Agreement, regardless of the method or purpose of disclosure, is
      considered confidential information, unless such information falls within the
      exceptions as stated in this section (collectively, “Confidential
      Information”).

    


    (b)
       Confidential
      Information shall be held and retained in trust and in a manner adequate to
      protect the Company’s proprietary rights and interests and such information
      shall not be disclosed to others or used for purposes other than performing
      under this Agreement without the Company’s prior written consent.
      Notwithstanding the foregoing, the Consultant may disclose Confidential
      Information, the fact that Confidential Information has been made available
      or
      any other conditions or facts with respect to the subject matter of this
      Agreement, where the Consultant believes in good faith that such disclosure
      must
      be made in order to not commit a violation of law (which may be statutory,
      regulatory, judicial or otherwise). In the event that the Consultant or any
      of
      his representatives are required, in the opinion of counsel (by oral questions,
      interrogatories, requests for information or documents, subpoena, civil
      investigative demand or similar process), or requested by any governmental
      authority, to disclose any information supplied to him or to any of his
      representatives in the course of his dealings with the Company or its
      representatives, the Consultant agrees to provide the Company with prompt
      written notice of such request(s) so that it may, with the assistance and
      cooperation of the Consultant, seek an appropriate protective order and/or
      waive
      the Consultant’s compliance with the provisions of this Agreement.

    


    (c) Confidential
      Information, as used in this section, does not include information
      that:

    


    (d) Is
      or
      becomes legally known and available to the public prior to or subsequent to
      its
      disclosure to the Consultant and that is not material information as described
      in Securities and Exchange Commission Staff Accounting Bulletin 99;

    


    (e) Was
      acquired by the Consultant from a third party who was lawfully in possession
      of
      the information and under no obligation to the Company to maintain its
      confidentiality; or

    


    (f) Was
      independently developed by the Consultant, without utilizing the Confidential
      Information of the Company.

    


    5. Effect
      of Merger.
      Anything
      to the contrary herein notwithstanding, this Agreement may be terminated by
      the
      Company immediately upon notice to the Consultant in the event of any voluntary
      or involuntary dissolution of the Company resulting from any merger or
      consolidation in which the Company is not the surviving corporation or any
      transfer of all or substantially all of the assets of the Company.

    


    
      
         

      

      
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    6. Termination.

    


    6.1 Termination
      on Notice. Either
      party may terminate this Agreement at any time by giving thirty (30) days
      written notice to the other party. Upon termination of this Agreement, the
      terms
      of this Agreement will remain in effect with respect to any particular
      Confidential Information until the Consultant can document that it falls into
      one of the exceptions stated in sections 4(d), 4(e), and 4(f).

    


    6.2 Termination
      on Default. Should
      either party default in the performance of this Agreement or materially breach
      any of its provisions, the non-breaching party may terminate this Agreement
      by
      giving written notification to the breaching party. Termination shall be
      effective immediately on receipt of said notice. For purposes of this section,
      material breaches of this Agreement shall include, but not be limited to, (i)
      non-payment of compensation by the Company after twenty (20) days written demand
      for payment; (ii) the willful breach or habitual neglect by the Consultant
      of
      the duties which it is required to perform under the terms of this Agreement;
      (iii) the Consultant’s commission of acts of dishonesty, fraud, or
      misrepresentation; (iv) the failure by the Consultant to conform to all laws
      and
      regulations governing the Consultant’s duties under this Agreement; or (v) the
      commission by the Consultant of any act that tends to bring the Company into
      public scandal or which will reflect unfavorably on the reputation of the
      Company.

    


    6.3 Automatic
      Termination. This
      Agreement terminates automatically upon the death or disability of the
      Consultant.

    


    6.4 Return
      of Company Property.
      Upon the
      termination or expiration of this Agreement, the Consultant shall immediately
      transfer to the Company all files (including, but not limited to, electronic
      files), records, documents, drawings, specifications, equipment and similar
      items in its possession relating to the business of the Company or its
      Confidential Information (including the work product of the Consultant created
      pursuant to this Agreement).

     

    7. Status
      of Consultant.
      The
      Consultant understands and agrees that he is an independent contractor, and
      that
      he and his employees, if any, are not
      employees of the Company and that they shall not
      be
      entitled to receive employee benefits from the Company, including, but not
      limited to, sick leave, vacation, retirement, death benefits, an automobile,
      and/or participation in profits earned by Company. The Consultant shall be
      responsible for providing, at the Consultant’s expense and in the Consultant’s
      name, to the extent applicable, disability, worker’s compensation or other
      insurance as well as licenses and permits usual or necessary for conducting
      the
      services hereunder. Furthermore, the Consultant shall pay, when and as due,
      any
      and all taxes incurred as a result of the Consultant’s compensation hereunder,
      including but not limited to, estimated taxes. The Consultant hereby agrees
      to
      indemnify the Company for any claims, losses, costs, fees, liabilities, damages
      or injuries suffered by the Company arising out of the Consultant’s breach of
      this section.

    


    8. Representations
      by Consultant.
      The
      Consultant represents that the Consultant has the qualifications and ability
      to
      perform the services in a professional manner. The Consultant shall indemnify,
      defend, and hold harmless the Company, and the Company’s officers, directors,
      shareholders and representatives from and against any and all claims, demands,
      losses, costs, expenses, obligations, liabilities, damages, recoveries, and
      deficiencies, including, without limitation, interest, penalties, and reasonable
      attorney fees and costs, that the Company may incur or suffer and that arise,
      result from, or are related to any breach or failure of the Consultant to
      perform any of the representations, warranties and agreements contained in
      this
      Agreement.

    


    
      
         

      

      
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    9. Business
      Expenses.
      The
      Company shall reimburse the Consultant for all reasonable, pre-approved business
      expenses incurred by the Consultant provided that each such expenditure
      qualifies as a proper deduction on the Company’s federal and state income tax
      return. Each such pre-approved expenditure shall be reimbursable only if the
      Consultant furnishes to the Company adequate records and other documentary
      evidence required by federal and state statutes and regulations issued by the
      appropriate taxing authorities for the substantiation of that expenditure as
      an
      income tax deduction. 

    


    10. Notices. 
      Unless
      otherwise specifically provided in this Agreement, all notices or other
      communications (collectively and severally called “Notices”) required or
      permitted to be given under this Agreement, shall be in writing, and shall
      be
      given by: (A) personal delivery (which form of Notice shall be deemed to have
      been given upon delivery), (B) by telegraph or by private airborne/overnight
      delivery service (which forms of Notice shall be deemed to have been given
      upon
      confirmed delivery by the delivery agency), or (C) by electronic or facsimile
      or
      telephonic transmission, provided the receiving party has a compatible device
      or
      confirms receipt thereof (which forms of Notice shall be deemed delivered upon
      confirmed transmission or confirmation of receipt). Notices shall be addressed
      to the address set forth in the introductory section of this Agreement, or
      to
      such other address as the receiving party shall have specified most recently
      by
      like Notice, with a copy to the other party.

    


    11. Choice
      of Law and Venue.
      This
      Agreement shall be governed according to the laws of the State of Delaware.
      Venue for any legal or equitable action between the Company and the Consultant
      that relates to this Agreement shall be in the state or Federal courts sitting
      in the City of New York, Borough of Manhattan, State of New York.

    


    12. Entire
      Agreement.
      This
      Agreement supersedes any and all other agreements, either oral or in writing,
      between the parties hereto with respect to the services to be rendered by the
      Consultant to the Company and contains all of the covenants and agreements
      between the parties with respect to the services to be rendered by the
      Consultant to the Company in any manner whatsoever. Each party to this agreement
      acknowledges that no representations, inducements, promises, or agreements,
      orally or otherwise, have been made by any party, or anyone acting on behalf
      of
      any party, which are not embodied herein, and that no other agreement,
      statement, or promise not contained in this Agreement shall be valid or binding
      on either party.

    


    13. Counterparts.
      This
      Agreement may be executed manually or by facsimile signature in two or more
      counterparts, each of which shall be deemed an original, and all of which
      together shall constitute but one and the same instrument.

    


    14. Arbitration.
      The
      parties hereby agree that all controversies, claims and matters of difference
      shall be resolved by binding arbitration before the American Arbitration
      Association (the “AAA”) located in the City of New York, Borough of Manhattan,
      State of New York, according to the rules and practices of the AAA from
      time-to-time in force; provided
      however
      that the
      parties hereto reserve their rights to seek and obtain injunctive or other
      equitable relief from a court of competent jurisdiction, without waiving the
      right to compel such arbitration pursuant to this section. The arbitrator shall
      apply Delaware law in rendering a decision.

    


    
      
         

      

      
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    15. Severability.
      If any
      term or provision of this Agreement or the application thereof to any person
      or
      circumstance shall, to any extent, be determined to be invalid, illegal or
      unenforceable under present or future laws effective during the term of this
      Agreement, then and, in that event: (A) the performance of the offending term
      or
      provision (but only to the extent its application is invalid, illegal or
      unenforceable) shall be excused as if it had never been incorporated into this
      Agreement, and, in lieu of such excused provision, there shall be added a
      provision as similar in terms and amount to such excused provision as may be
      possible and be legal, valid and enforceable, and (B) the remaining part of
      this
      Agreement (including the application of the offending term or provision to
      persons or circumstances other than those as to which it is held invalid,
      illegal or unenforceable) shall not be affected thereby and shall continue
      in
      full force and effect to the fullest extent provided by law.

    


    16. Preparation
      of Agreement.
      It
      is
      acknowledged by each party that such party either had separate and independent
      advice of counsel or the opportunity to avail itself or himself of the same.
      In
      light of these facts it is acknowledged that no party shall be construed to
      be
      solely responsible for the drafting hereof, and therefore any ambiguity shall
      not be construed against any party as the alleged draftsman of this
      Agreement.

    


    17. Recitals
      Incorporated. The
      recitals of this Agreement are incorporated herein and made a part
      hereof.

    


    WHEREFORE,
      the
      parties have executed this Agreement on the date first written
      above.

     

    
      	 	 	 
	 	“CONSULTANT”
	 	 
	 	  	 
	 	
              
Pat
              Scorzelli


       

      
        	 	 	 
	 	“COMPANY”
	 	 
	 	US Global Nanospace, Inc.
	 	 
	 	By:	 
	 	
                
Carl
                Gruenler, Chief Executive
                Officer





      
        
           

        

        
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    EXHIBIT
      “A”

    


    DUTIES
      OF CONSULTANT

    


     

    Consultant
      shall perform the following duties, subject to and in compliance with applicable
      law or regulation:

    


    1. Management
      consulting services, including, without limitation, services related to the
      marketing, demonstration, development, sale or licensing of the Company’s
      MAPSANDS technology.

    


    2. Such
      other duties as the parties may mutually agree for which the Consultant may
      be
      compensated lawfully in S-8 Stock.

    


     

    
      
         

      

      
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