STATE of DELAWARE
                    SECOND AMENDMENT TO AMENDED AND RESTATED
                         CERTIFICATE of INCORPORATION of
                            US GLOBAL NANOSPACE, INC.

First: The Board of Directors of US Global Nanospace, Inc., a Delaware
corporation, acting by written consent in accordance with Section 141(f) of the
Delaware General Corporation Law, duly adopted resolutions setting forth the
proposed Second Amendment to the Amended and Restated Certificate of
Incorporation (the "Certificate") of said Corporation, declaring said amendment
to be in the best interests of the Corporation and its stockholders. The
resolutions setting forth the proposed amendment are substantially as follows:

      NOW, THEREFORE, BE IT RESOLVED, that Article Fourth of the Amended and
      Restated Certificate of Incorporation of the Corporation be amended and
      restated in its entirety to read as follows:

            FOURTH: The Corporation is authorized to issue two classes of stock
            to be designated, respectively, preferred stock ("Preferred Stock")
            and common stock ("Common Stock"). The total number of shares of
            stock that the Corporation is authorized to issue is 310,000,000.
            The total number of shares of Common Stock the Corporation shall
            have the authority to issue is 300,000,000. The total number of
            shares of Preferred Stock the Corporation shall have the authority
            to issue is 10,000,000. The Common Stock shall have a par value of
            $0.01 per share and the Preferred Stock shall have a par value of
            $0.01 per share.

                  The Board of Directors of the Corporation is expressly
            authorized, subject to limitations prescribed by law and the
            provisions of this Article Fourth, to provide for the issuance of
            the shares of Preferred Stock from time to time in one or more
            series, and by filing a certificate pursuant to the General
            Corporation Law of the State of Delaware, to fix the number of
            shares and to determine or alter for each such series, such voting
            powers, full or limited, or no voting powers, and such designations,
            preferences, and relative, participating, optional, or other rights
            and such qualifications, limitations, or restrictions thereof as
            shall be stated and expressed in the resolution or resolutions
            adopted by the Board of Directors providing for the issuance of such
            shares as may be permitted by the General Corporation Law of the
            State of Delaware.

Second: That concurrently therewith, acting by written consent, the holder of at
least a majority of the issued and outstanding shares of the Corporation's
capital stock consented to the foregoing amendment in accordance with Section
228(a) of the Delaware General Corporation Law.

Third: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the Delaware General Corporation Law.


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Fourth: That the capital of said Corporation shall not be reduced under or by
reason of said amendment.

      IN WITNESS WHEREOF, the undersigned Corporation has caused this Second
Amendment to Amended and Restated Certificate of Incorporation to be signed by a
duly authorized officer as of August 2, 2004.


                                       By: /s/ John Robinson
                                          -------------------------------------
                                          John Robinson, Chief Executive Officer


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