George Awad, an artisan noted for his superb architectural models turned his talent to pursue his personal fascination with science and astronomy. The results was a preliminary prototype of a stunningly detailed and beautiful exhibit called "Model of the Universe by Powers of Ten". A special showing of the exhibit by the Planetary Society drew rave reviews from an audience of noted scientists and science educators. Preliminary showings at the Montshire Museum of Science and at the Smithsonian's Experimental Gallery demonstrated its unusual appeal withthe general public, and a second modified and larger version has been created by Mr. Awad. Montshire Museum of Science proposes to collaborate with the Maryland Science Center and with Mr. Awad to 1) further refine the two existing prototype exhibits, 2) develop companion interpretive materials to more fully convey the astronomical and mathematical concepts implicit in the exhibits, and 3) display the two prototypes at the two collaborating museum sites and evaluate their effective with the public. This work is intended to guide the proposed creation (not part of this proposal) of a permanent and much larger-scale "Universe" exhibit designed to be circulated among major science museums.//