EX-10.2


                                     WARRANT
                                     -------

THE SECURITIES  REPRESENTED BY THIS WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE  SECURITIES  LAWS. THE
SECURITIES  HAVE BEEN ACQUIRED FOR  INVESTMENT  AND MAY NOT BE OFFERED FOR SALE,
SOLD,  TRANSFERRED  OR  ASSIGNED  IN THE  ABSENCE OF AN  EFFECTIVE  REGISTRATION
STATEMENT FOR THE SECURITIES  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED,  OR
APPLICABLE  STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY
SATISFACTORY  TO THE ISSUER THAT  REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
APPLICABLE  STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
ACT.  NOTWITHSTANDING  THE FOREGOING,  THIS WARRANT MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT.

                         NANOSCIENCE TECHNOLOGIES, INC.

                        WARRANT TO PURCHASE COMMON STOCK

Warrant No.: CCP-003                      Number of Shares:           500,000
                                          Warrant Exercise Price:     $0.06
                                          Expiration Date:     December 19, 2011


Date of Issuance: December 19, 2006

Nanoscience  Technologies,  Inc., a Nevada  corporation (the "COMPANY"),  hereby
certifies that, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged,  CORNELL CAPITAL PARTNERS,  LP (the "HOLDER"),
the registered holder hereof or its permitted assigns,  is entitled,  subject to
the terms set forth below,  to purchase from the Company upon  surrender of this
Warrant,  at any time or times on or after the date hereof,  but not after 11:59
P.M.  Eastern  Time on the  Expiration  Date (as defined  herein)  Five  Hundred
Thousand  (500,000)  fully  paid and  nonassessable  shares of Common  Stock (as
defined herein) of the Company (the "WARRANT  SHARES") at the exercise price per
share  provided in Section  1(b) below or as  subsequently  adjusted;  provided,
however,  that in no event shall the holder be entitled to exercise this Warrant
for a number of Warrant Shares in excess of that number of Warrant Shares which,
upon giving effect to such exercise,  would cause the aggregate number of shares
of Common Stock  beneficially  owned by the holder and its  affiliates to exceed
4.99% of the  outstanding  shares of the Common Stock  following  such exercise,
except within sixty (60) days of the Expiration Date (however,  such restriction
may be waived by Holder (but only as to itself and not to any other holder) upon
not less than sixty-five (65) days prior notice to the Company). For purposes of
the  foregoing  proviso,   the  aggregate  number  of  shares  of  Common  Stock
beneficially  owned by the holder and its affiliates shall include the number of
shares of Common Stock  issuable  upon  exercise of this Warrant with respect to
which the  determination of such proviso is being made, but shall exclude shares
of Common  Stock  which would be issuable  upon (i)  exercise of the  remaining,
unexercised  Warrants  beneficially  owned by the holder and its


                                       1
<PAGE>

affiliates  and (ii) exercise or conversion of the  unexercised  or  unconverted
portion of any other securities of the Company  beneficially owned by the holder
and its affiliates  (including,  without  limitation,  any convertible  notes or
preferred stock) subject to a limitation on conversion or exercise  analogous to
the limitation contained herein.  Except as set forth in the preceding sentence,
for purposes of this  paragraph,  beneficial  ownership  shall be  calculated in
accordance  with  Section  13(d) of the  Securities  Exchange  Act of  1934,  as
amended.  For purposes of this Warrant, in determining the number of outstanding
shares of Common Stock a holder may rely on the number of outstanding  shares of
Common Stock as reflected in (1) the  Company's  most recent Form 10-QSB or Form
10-KSB, as the case may be, (2) a more recent public announcement by the Company
or (3) any other notice by the Company or its transfer  agent  setting forth the
number of shares of Common Stock  outstanding.  Upon the written  request of any
holder, the Company shall promptly,  but in no event later than one (1) Business
Day following the receipt of such notice,  confirm in writing to any such holder
the number of shares of Common Stock then  outstanding.  In any case, the number
of outstanding shares of Common Stock shall be determined after giving effect to
the  exercise of Warrants (as defined  below) by such holder and its  affiliates
since the date as of which such number of outstanding shares of Common Stock was
reported.

         Section 1.

                  (a) This Warrant is issued pursuant to Section 4(g)(iv) of the
Securities  Purchase Agreement dated the date hereof between the Company and the
Holder  ("SECURITIES  PURCHASE  AGREEMENT"),  as amended.  Each Capitalized term
used, and not otherwise defined herein,  shall have the meaning ascribed thereto
in the Securities Purchase Agreement.

                  (b) DEFINITIONS. The following words and terms as used in this
Warrant shall have the following meanings:

                           (i)      "APPROVED  STOCK PLAN" means a stock  option
plan that has been  approved by the Board of Directors  of the Company  prior to
the date of the Securities Purchase  Agreement,  pursuant to which the Company's
securities may be issued only to any employee,  officer or director for services
provided to the Company.

                           (ii)     "BUSINESS  DAY"  means  any day  other  than
Saturday,  Sunday or other day on which commercial banks in the City of New York
are authorized or required by law to remain closed.

                           (iii)    "CLOSING  BID PRICE"  means the  closing bid
price of  Common  Stock as  quoted  on the  Principal  Market  (as  reported  by
Bloomberg  Financial  Markets   ("BLOOMBERG")  through  its  "Volume  at  Price"
function).

                           (iv)     "COMMON   STOCK"  means  (i)  the  Company's
common stock,  par value $0.001 per share, and (ii) any capital stock into which
such Common Stock shall have been changed or any capital stock  resulting from a
reclassification of such Common Stock.

                           (v)      "EVENT OF DEFAULT" means an event of default
under the Securities Purchase Agreement or the Convertible  Debentures issued in
connection therewith.


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<PAGE>

                           (vi)     "EXCLUDED   SECURITIES"  means,  (a)  shares
issued or deemed to have been  issued by the  Company  pursuant  to an  Approved
Stock  Plan,  (b)  shares of Common  Stock  issued or deemed to be issued by the
Company  upon  the  conversion,  exchange  or  exercise  of any  right,  option,
obligation or security  outstanding  on the date prior to date of the Securities
Purchase Agreement, provided that the terms of such right, option, obligation or
security  are not  amended  or  otherwise  modified  on or after the date of the
Securities Purchase Agreement,  and provided that the conversion price, exchange
price,  exercise  price or other  purchase  price is not  reduced,  adjusted  or
otherwise  modified  and the number of shares of Common Stock issued or issuable
is not increased  (whether by operation of, or in accordance  with, the relevant
governing  documents  or  otherwise)  on or  after  the  date of the  Securities
Purchase  Agreement,  and (c) the shares of Common  Stock issued or deemed to be
issued by the Company upon conversion of the Convertible  Debentures or exercise
of the Warrants.

                           (vii)    "EXPIRATION DATE" means December 19, 2011.

                           (viii)   "ISSUANCE DATE" means the date hereof.

                           (ix)     "OPTIONS"  means  any  rights,  warrants  or
options to subscribe for or purchase Common Stock or Convertible Securities.

                           (x)      "PERSON"  means  an  individual,  a  limited
liability  company, a partnership,  a joint venture, a corporation,  a trust, an
unincorporated  organization  and a  government  or  any  department  or  agency
thereof.

                           (xi)     "PRINCIPAL  MARKET"  means on any of (a) the
American Stock Exchange,  (b) New York Stock  Exchange,  (c) the Nasdaq National
Market,  (d) the Nasdaq  Capital  Market,  or (e) the Nasdaq OTC Bulletin  Board
("OTCBB")

                           (xii)    "SECURITIES ACT" means the Securities Act of
1933, as amended.

                           (xiii)   "WARRANT"   means  this   Warrant   and  all
Warrants issued in exchange, transfer or replacement thereof.

                           (xiv)    "WARRANT  EXERCISE PRICE" shall be Six Cents
($0.06) or as subsequently adjusted as provided in Section 8 hereof.

                  (c) Other Definitional Provisions.

                           (i)      Except as otherwise  specified  herein,  all
references  herein (A) to the Company  shall be deemed to include the  Company's
successors  and (B) to any applicable law defined or referred to herein shall be
deemed  references  to such  applicable  law as the same may have been or may be
amended or supplemented from time to time.

                           (ii)     When  used  in  this   Warrant,   the  words
"HEREIN",  "HEREOF", and "HEREUNDER" and words of similar import, shall refer to
this Warrant as a whole and not to any provision of this Warrant,  and the words
"SECTION",  "SCHEDULE",  and "EXHIBIT" shall refer to Sections of, and Schedules
and Exhibits to, this Warrant unless otherwise specified.


                                       3
<PAGE>

                           (iii)    Whenever the context so requires, the neuter
gender includes the masculine or feminine,  and the singular number includes the
plural, and vice versa.

         Section 2.        EXERCISE OF WARRANT.

                  (a) Subject to the terms and conditions  hereof,  this Warrant
may be  exercised  by the  holder  hereof  then  registered  on the books of the
Company, pro rata as hereinafter provided, at any time on any Business Day on or
after the opening of business on such  Business Day,  commencing  with the first
day  after  the  date  hereof,  and  prior  to 11:59  P.M.  Eastern  Time on the
Expiration  Date  (i) by  delivery  of a  written  notice,  in the  form  of the
subscription  notice  attached as EXHIBIT A hereto (the "EXERCISE  NOTICE"),  of
such holder's election to exercise this Warrant,  which notice shall specify the
number of Warrant  Shares to be  purchased,  payment to the Company of an amount
equal to the Warrant  Exercise  Price(s)  applicable to the Warrant Shares being
purchased, multiplied by the number of Warrant Shares (at the applicable Warrant
Exercise Price) as to which this Warrant is being exercised (plus any applicable
issue or  transfer  taxes)  (the  "AGGREGATE  EXERCISE  PRICE")  in cash or wire
transfer of immediately available funds and the surrender of this Warrant (or an
indemnification  undertaking  with  respect  to this  Warrant in the case of its
loss,  theft or destruction)  to a common carrier for overnight  delivery to the
Company as soon as practicable  following such date ("CASH BASIS") or (ii) if at
the time of  exercise,  the  Warrant  Shares  are not  subject  to an  effective
registration  statement or if an Event of Default has occurred, by delivering an
Exercise Notice and in lieu of making payment of the Aggregate Exercise Price in
cash or wire  transfer,  elect  instead to receive  upon such  exercise the "Net
Number" of shares of Common Stock determined  according to the following formula
(the "CASHLESS EXERCISE"):

         Net Number = (A x B) - (A x C)
                      -----------------
                              B

                  For purposes of the foregoing formula:

                  A = the total  number of Warrant  Shares with respect to which
                  this Warrant is then being exercised.

                  B = the Closing  Bid Price of the Common  Stock on the date of
                  exercise of the Warrant.

                  C =  the  Warrant  Exercise  Price  then  in  effect  for  the
                  applicable Warrant Shares at the time of such exercise.

         In the event of any exercise of the rights  represented by this Warrant
in  compliance  with this  Section 2, the  Company  shall on or before the fifth
(5th)  Business Day  following the date of receipt of the Exercise  Notice,  the
Aggregate  Exercise  Price and this Warrant (or an  indemnification  undertaking
with respect to this Warrant in the case of its loss,  theft or destruction) and
the receipt of the  representations of the holder specified in Section 6 hereof,
if requested  by the Company (the  "EXERCISE  DELIVERY  DOCUMENTS"),  and if the
Common Stock is DTC eligible,  credit such aggregate  number of shares of Common
Stock to which the holder  shall be entitled to the  holder's or its  designee's
balance account with The Depository  Trust


                                       4
<PAGE>

Company;  provided,  however,  if the holder who submitted  the Exercise  Notice
requested  physical  delivery  of any or all of the Warrant  Shares,  or, if the
Common Stock is not DTC eligible then the Company shall,  on or before the fifth
(5th) Business Day following receipt of the Exercise Delivery  Documents,  issue
and  surrender  to a  common  carrier  for  overnight  delivery  to the  address
specified in the Exercise Notice,  a certificate,  registered in the name of the
holder,  for the number of shares of Common  Stock to which the holder  shall be
entitled  pursuant to such  request.  Upon  delivery of the Exercise  Notice and
Aggregate  Exercise  Price referred to in clause (i) or (ii) above the holder of
this  Warrant  shall be deemed for all  corporate  purposes  to have  become the
holder of record of the Warrant  Shares with  respect to which this  Warrant has
been exercised.  In the case of a dispute as to the determination of the Warrant
Exercise  Price,  the Closing  Bid Price or the  arithmetic  calculation  of the
Warrant  Shares,  the Company shall  promptly  issue to the holder the number of
Warrant Shares that is not disputed and shall submit the disputed determinations
or arithmetic  calculations to the holder via facsimile  within one (1) Business
Day of receipt of the holder's Exercise Notice.

                  (b) If the holder and the Company are unable to agree upon the
determination  of the Warrant  Exercise  Price or arithmetic  calculation of the
Warrant Shares within one (1) day of such disputed  determination  or arithmetic
calculation  being submitted to the holder,  then the Company shall  immediately
submit via  facsimile  (i) the disputed  determination  of the Warrant  Exercise
Price or the Closing Bid Price to an independent,  reputable  investment banking
firm or (ii) the disputed  arithmetic  calculation  of the Warrant Shares to its
independent,  outside accountant. The Company shall cause the investment banking
firm or the  accountant,  as the case may be, to perform the  determinations  or
calculations  and notify the Company and the holder of the results no later than
forty-eight (48) hours from the time it receives the disputed  determinations or
calculations.  Such investment  banking firm's or accountant's  determination or
calculation,  as the case may be,  shall be deemed  conclusive  absent  manifest
error.

                  (c) Unless the rights  represented  by this Warrant shall have
expired  or shall have been  fully  exercised,  the  Company  shall,  as soon as
practicable and in no event later than five (5) Business Days after any exercise
and at its own  expense,  issue a new Warrant  identical in all respects to this
Warrant  exercised  except it shall  represent  rights to purchase the number of
Warrant Shares purchasable immediately prior to such exercise under this Warrant
exercised,  less the number of Warrant Shares with respect to which such Warrant
is  exercised.

                  (d) No fractional Warrant Shares are to be issued upon any pro
rata  exercise of this Warrant,  but rather the number of Warrant  Shares issued
upon such  exercise of this  Warrant  shall be rounded up or down to the nearest
whole number.

                  (e) If the  Company or its  Transfer  Agent shall fail for any
reason or for no reason to issue to the  holder  within ten (10) days of receipt
of the Exercise  Delivery  Documents,  a  certificate  for the number of Warrant
Shares to which the holder is entitled or to credit the holder's balance account
with The Depository Trust Company for such number of Warrant Shares to which the
holder is  entitled  upon the  holder's  exercise of this  Warrant,  the Company
shall,  in addition to any other  remedies  under this Warrant or the  Placement
Agent Agreement or otherwise available to such holder, pay as additional damages
in cash to such holder on each day the issuance of such  certificate for Warrant
Shares is not timely  effected  an amount  equal to 0.025% of the product of (A)
the sum of the  number of  Warrant  Shares  not issued to the holder


                                       5
<PAGE>

on a timely basis and to which the holder is  entitled,  and (B) the Closing Bid
Price of the Common  Stock for the trading day  immediately  preceding  the last
possible  date which the Company  could have  issued  such  Common  Stock to the
holder without violating this Section 2.

                  (f) If within ten (10) days after the Company's receipt of the
Exercise Delivery  Documents,  the Company fails to deliver a new Warrant to the
holder  for the  number of  Warrant  Shares  to which  such  holder is  entitled
pursuant to Section 2 hereof,  then, in addition to any other available remedies
under this Warrant, or otherwise available to such holder, the Company shall pay
as additional damages in cash to such holder on each day after such tenth (10th)
day that such  delivery of such new Warrant is not timely  effected in an amount
equal to 0.25% of the product of (A) the number of Warrant Shares represented by
the portion of this Warrant which is not being exercised and (B) the Closing Bid
Price of the Common  Stock for the trading day  immediately  preceding  the last
possible  date which the Company  could have  issued such  Warrant to the holder
without violating this Section 2.

         Section 3.        COVENANTS AS TO  COMMON  STOCK.  The  Company  hereby
covenants and agrees as follows:

                  (a) This Warrant is, and any Warrants  issued in  substitution
for or  replacement  of this Warrant will upon issuance be, duly  authorized and
validly issued.

                  (b) All Warrant  Shares  which may be issued upon the exercise
of the rights  represented  by this  Warrant  will,  upon  issuance,  be validly
issued,  fully paid and nonassessable and free from all taxes, liens and charges
with respect to the issue thereof.

                  (c) During the period within which the rights  represented  by
this Warrant may be exercised, the Company will at all times have authorized and
reserved at least one hundred  percent  (100%) of the number of shares of Common
Stock needed to provide for the exercise of the rights then  represented by this
Warrant and the par value of said shares will at all times be less than or equal
to the applicable  Warrant  Exercise  Price. If at any time the Company does not
have a sufficient  number of shares of Common Stock  authorized  and  available,
then the  Company  shall  call and hold a special  meeting  of its  stockholders
within  sixty  (60) days of that time for the sole  purpose  of  increasing  the
number of authorized shares of Common Stock.

                  (d) If at any time  after the date  hereof the  Company  shall
file a  registration  statement,  the Company shall  include the Warrant  Shares
issuable  to the  holder,  pursuant  to the  terms  of this  Warrant  and  shall
maintain,  so long as any other shares of Common Stock shall be so listed,  such
listing of all Warrant  Shares from time to time  issuable  upon the exercise of
this Warrant; and the Company shall so list on each national securities exchange
or  automated  quotation  system,  as the case may be, and shall  maintain  such
listing of, any other shares of capital  stock of the Company  issuable upon the
exercise of this Warrant if and so long as any shares of the same class shall be
listed on such national securities exchange or automated quotation system.

                  (e) The Company  will not,  by  amendment  of its  Articles of
Incorporation or through any reorganization,  transfer of assets, consolidation,
merger, dissolution, issue or sale of securities, or any other voluntary action,
avoid or seek to avoid the  observance or  performance of


                                       6
<PAGE>

any of the terms to be observed or  performed by it  hereunder,  but will at all
times in good faith  assist in the carrying  out of all the  provisions  of this
Warrant and in the taking of all such action as may  reasonably  be requested by
the holder of this  Warrant in order to protect the  exercise  privilege  of the
holder of this Warrant against dilution or other impairment, consistent with the
tenor and purpose of this  Warrant.  The Company will not increase the par value
of any shares of Common Stock receivable upon the exercise of this Warrant above
the Warrant  Exercise Price then in effect,  and (ii) will take all such actions
as may be  necessary  or  appropriate  in order that the Company may validly and
legally  issue  fully  paid and  nonassessable  shares of Common  Stock upon the
exercise of this Warrant.

                  (f) This Warrant will be binding upon any entity succeeding to
the Company by merger,  consolidation or acquisition of all or substantially all
of the Company's assets.

         Section 4.        TAXES. The Company  shall  pay  any  and  all  taxes,
except any  applicable  withholding,  which may be payable  with  respect to the
issuance and delivery of Warrant Shares upon exercise of this Warrant.

         Section 5.        WARRANT HOLDER NOT DEEMED A  STOCKHOLDER.  Except  as
otherwise  specifically  provided  herein,  no holder,  as such, of this Warrant
shall be entitled to vote or receive dividends or be deemed the holder of shares
of capital stock of the Company for any purpose, nor shall anything contained in
this Warrant be construed to confer upon the holder hereof,  as such, any of the
rights of a  stockholder  of the Company or any right to vote,  give or withhold
consent to any corporate  action  (whether any  reorganization,  issue of stock,
reclassification  of stock,  consolidation,  merger,  conveyance or  otherwise),
receive  notice of  meetings,  receive  dividends  or  subscription  rights,  or
otherwise,  prior to the  issuance to the holder of this  Warrant of the Warrant
Shares which he or she is then entitled to receive upon the due exercise of this
Warrant.  In addition,  nothing  contained in this Warrant shall be construed as
imposing  any  liabilities  on such  holder to  purchase  any  securities  (upon
exercise of this  Warrant or  otherwise)  or as a  stockholder  of the  Company,
whether  such  liabilities  are  asserted by the Company or by  creditors of the
Company.  Notwithstanding this Section 5, the Company will provide the holder of
this Warrant with copies of the same notices and other  information given to the
stockholders of the Company generally, contemporaneously with the giving thereof
to the stockholders.

         Section 6.        REPRESENTATIONS  OF  HOLDER.   The   holder  of  this
Warrant, by the acceptance hereof,  represents that it is acquiring this Warrant
and the Warrant  Shares for its own account for  investment  only and not with a
view towards,  or for resale in connection with, the public sale or distribution
of this Warrant or the Warrant Shares,  except  pursuant to sales  registered or
exempted  under the  Securities  Act;  provided,  however,  that by  making  the
representations herein, the holder does not agree to hold this Warrant or any of
the Warrant Shares for any minimum or other specific term and reserves the right
to dispose of this Warrant and the Warrant Shares at any time in accordance with
or pursuant to a  registration  statement or an exemption  under the  Securities
Act. The holder of this Warrant further represents,  by acceptance hereof, that,
as of this date, such holder is an "accredited investor" as such term is defined
in Rule  501(a)(1) of Regulation D promulgated  by the  Securities  and Exchange
Commission under the Securities Act (an "ACCREDITED INVESTOR"). Upon exercise of
this Warrant the holder shall, if requested by the Company,  confirm in writing,
in a form satisfactory to the Company,  that the


                                       7
<PAGE>

Warrant  Shares so  purchased  are being  acquired  solely for the  holder's own
account and not as a nominee for any other party, for investment, and not with a
view  toward  distribution  or  resale  and that such  holder  is an  Accredited
Investor. If such holder cannot make such representations  because they would be
factually  incorrect,  it shall be a condition to such holder's exercise of this
Warrant  that the  Company  receive  such other  representations  as the Company
considers  reasonably  necessary  to assure the Company that the issuance of its
securities  upon exercise of this Warrant shall not violate any United States or
state securities laws.

         Section 7.        OWNERSHIP AND TRANSFER.

                  (a) The  Company  shall  maintain at its  principal  executive
offices (or such other  office or agency of the Company as it may  designate  by
notice to the holder hereof), a register for this Warrant,  in which the Company
shall  record the name and address of the person in whose name this  Warrant has
been issued, as well as the name and address of each transferee. The Company may
treat the person in whose name any Warrant is  registered on the register as the
owner and holder  thereof for all  purposes,  notwithstanding  any notice to the
contrary,  but in all events  recognizing  any transfers made in accordance with
the terms of this Warrant.

         Section 8.        ADJUSTMENT OF WARRANT  EXERCISE PRICE AND  NUMBER  OF
SHARES.  The  Warrant  Exercise  Price and the number of shares of Common  Stock
issuable  upon  exercise of this Warrant  shall be adjusted from time to time as
follows:

                  (a) ADJUSTMENT OF WARRANT  EXERCISE PRICE AND NUMBER OF SHARES
UPON ISSUANCE OF COMMON STOCK.  If and whenever on or after the Issuance Date of
this Warrant,  the Company issues or sells, or is deemed to have issued or sold,
any shares of Common Stock (other than Excluded  Securities) for a consideration
per share  less  than a price  (the  "APPLICABLE  PRICE")  equal to the  Warrant
Exercise  Price in  effect  immediately  prior to such  issuance  or sale,  then
immediately  after such issue or sale the Warrant  Exercise Price then in effect
shall be reduced to an amount equal to such  consideration  per share. Upon each
such adjustment of the Warrant Exercise Price  hereunder,  the number of Warrant
Shares issuable upon exercise of this Warrant shall be adjusted to the number of
shares   determined  by  multiplying  the  Warrant   Exercise  Price  in  effect
immediately  prior to such  adjustment by the number of Warrant Shares  issuable
upon exercise of this Warrant  immediately prior to such adjustment and dividing
the  product  thereof  by  the  Warrant   Exercise  Price  resulting  from  such
adjustment.

                  (b) EFFECT ON WARRANT  EXERCISE PRICE OF CERTAIN  EVENTS.  For
purposes of determining the adjusted  Warrant  Exercise Price under Section 8(a)
above, the following shall be applicable:

                           (i)      ISSUANCE  OF  OPTIONS.  If  after  the  date
hereof,  the Company in any manner  grants any Options and the lowest  price per
share for which one share of Common  Stock is issuable  upon the exercise of any
such  Option  or upon  conversion  or  exchange  of any  convertible  securities
issuable  upon  exercise of any such Option is less than the  Applicable  Price,
then such share of Common  Stock shall be deemed to be  outstanding  and to have
been issued and sold by the Company at the time of the  granting or sale of such
Option for such price per share.  For  purposes  of this  Section  8(b)(i),  the
lowest  price per share for  which one share of Common  Stock is  issuable  upon
exercise of such  Options or upon  conversion  or  exchange of


                                       8
<PAGE>

such  Convertible  Securities shall be equal to the sum of the lowest amounts of
consideration (if any) received or receivable by the Company with respect to any
one share of Common Stock upon the granting or sale of the Option, upon exercise
of the  Option  or upon  conversion  or  exchange  of any  convertible  security
issuable  upon  exercise of such Option.  No further  adjustment  of the Warrant
Exercise Price shall be made upon the actual issuance of such Common Stock or of
such convertible securities upon the exercise of such Options or upon the actual
issuance of such Common Stock upon  conversion  or exchange of such  convertible
securities.

                           (ii)     ISSUANCE OF CONVERTIBLE  SECURITIES.  If the
Company in any manner issues or sells any convertible  securities and the lowest
price  per share for  which  one  share of  Common  Stock is  issuable  upon the
conversion  or exchange  thereof is less than the  Applicable  Price,  then such
share of Common Stock shall be deemed to be outstanding  and to have been issued
and sold by the Company at the time of the issuance or sale of such  convertible
securities for such price per share. For the purposes of this Section  8(b)(ii),
the lowest price per share for which one share of Common Stock is issuable  upon
such  conversion or exchange  shall be equal to the sum of the lowest amounts of
consideration (if any) received or receivable by the Company with respect to one
share of Common Stock upon the issuance or sale of the convertible  security and
upon conversion or exchange of such convertible  security. No further adjustment
of the Warrant  Exercise  Price  shall be made upon the actual  issuance of such
Common Stock upon conversion or exchange of such convertible securities,  and if
any such issue or sale of such  convertible  securities is made upon exercise of
any Options for which  adjustment of the Warrant  Exercise Price had been or are
to be made  pursuant  to other  provisions  of this  Section  8(b),  no  further
adjustment of the Warrant  Exercise  Price shall be made by reason of such issue
or sale.

                           (iii)    CHANGE   IN   OPTION   PRICE   OR   RATE  OF
CONVERSION.  If the purchase price  provided for in any Options,  the additional
consideration,  if any,  payable upon the issue,  conversion  or exchange of any
convertible  securities,  or the rate at which any  convertible  securities  are
convertible  into or  exchangeable  for Common  Stock  changes at any time,  the
Warrant Exercise Price in effect at the time of such change shall be adjusted to
the Warrant Exercise Price which would have been in effect at such time had such
Options or  convertible  securities  provided for such changed  purchase  price,
additional  consideration or changed conversion rate, as the case may be, at the
time initially granted, issued or sold and the number of Warrant Shares issuable
upon exercise of this Warrant shall be correspondingly  readjusted. For purposes
of this Section  8(b)(iii),  if the terms of any Option or convertible  security
that was  outstanding as of the Issuance Date of this Warrant are changed in the
manner  described in the  immediately  preceding  sentence,  then such Option or
convertible  security  and the  Common  Stock  deemed  issuable  upon  exercise,
conversion  or  exchange  thereof  shall be deemed to have been issued as of the
date of such change.  No adjustment  pursuant to this Section 8(b) shall be made
if such  adjustment  would result in an increase of the Warrant  Exercise  Price
then in effect.

                           (iv)     CALCULATION OF  CONSIDERATION  RECEIVED.  If
any Common Stock, Options or convertible securities are issued or sold or deemed
to have been issued or sold for cash, the consideration  received therefore will
be deemed to be the net amount received by the Company therefore.  If any Common
Stock, Options or convertible  securities are issued or sold for a consideration
other than cash, the amount of such  consideration  received by the Company


                                       9
<PAGE>

will be the fair value of such  consideration,  except where such  consideration
consists of  marketable  securities,  in which case the amount of  consideration
received by the Company will be the market price of such  securities on the date
of  receipt of such  securities.  If any Common  Stock,  Options or  convertible
securities  are issued to the owners of the  non-surviving  entity in connection
with any merger in which the  Company  is the  surviving  entity,  the amount of
consideration  therefore  will be deemed to be the fair value of such portion of
the net assets and business of the  non-surviving  entity as is  attributable to
such Common Stock,  Options or convertible  securities,  as the case may be. The
fair value of any consideration other than cash or securities will be determined
jointly  by the  Company  and the  holders  of  Warrants  representing  at least
two-thirds (b) of the Warrant Shares issuable upon exercise of the Warrants then
outstanding.  If such parties are unable to reach agreement within ten (10) days
after the occurrence of an event requiring  valuation (the  "VALUATION  EVENT"),
the fair value of such consideration will be determined within five (5) Business
Days after the tenth (10th) day following the Valuation Event by an independent,
reputable  appraiser jointly selected by the Company and the holders of Warrants
representing  at  least  two-thirds  (b) of the  Warrant  Shares  issuable  upon
exercise of the Warrants then  outstanding.  The determination of such appraiser
shall be final and binding  upon all  parties and the fees and  expenses of such
appraiser shall be borne jointly by the Company and the holders of Warrants.

                           (v)      INTEGRATED TRANSACTIONS.  In case any Option
is  issued  in  connection  with the  issue or sale of other  securities  of the
Company,  together  comprising one  integrated  transaction in which no specific
consideration is allocated to such Options by the parties  thereto,  the Options
will be deemed to have been issued for a consideration of $.01.

                           (vi)     TREASURY  SHARES.  The  number  of shares of
Common Stock outstanding at any given time does not include shares owned or held
by or for the account of the Company, and the disposition of any shares so owned
or held will be considered an issue or sale of Common Stock.

                           (vii)    RECORD DATE.  If the Company  takes a record
of the holders of Common Stock for the purpose of entitling  them (1) to receive
a  dividend  or other  distribution  payable  in  Common  Stock,  Options  or in
convertible securities or (2) to subscribe for or purchase Common Stock, Options
or convertible  securities,  then such record date will be deemed to be the date
of the issue or sale of the shares of Common Stock deemed to have been issued or
sold  upon  the  declaration  of such  dividend  or the  making  of  such  other
distribution  or the  date of the  granting  of such  right of  subscription  or
purchase, as the case may be.

                  (c) ADJUSTMENT OF WARRANT  EXERCISE PRICE UPON  SUBDIVISION OR
COMBINATION  OF  COMMON  STOCK.  If the  Company  at any time  after the date of
issuance  of this  Warrant  subdivides  (by any  stock  split,  stock  dividend,
recapitalization  or otherwise) one or more classes of its outstanding shares of
Common  Stock into a greater  number of shares,  any Warrant  Exercise  Price in
effect immediately prior to such subdivision will be proportionately reduced and
the number of shares of Common Stock  obtainable  upon  exercise of this Warrant
will be proportionately  increased. If the Company at any time after the date of
issuance  of this  Warrant  combines  (by  combination,  reverse  stock split or
otherwise) one or more classes of its outstanding  shares of Common Stock into a
smaller number of shares, any Warrant Exercise Price in effect immediately prior
to such combination will be proportionately  increased and the


                                       10
<PAGE>

number  of  Warrant  Shares  issuable  upon  exercise  of this  Warrant  will be
proportionately  decreased.  Any adjustment under this Section 8(c) shall become
effective at the close of business on the date the  subdivision  or  combination
becomes effective.

                  (d)  DISTRIBUTION  OF ASSETS.  If the Company shall declare or
make any dividend or other  distribution of its assets (or rights to acquire its
assets)  to holders of Common  Stock,  by way of return of capital or  otherwise
(including,  without  limitation,  any  distribution  of  cash,  stock  or other
securities,   property   or   options   by  way  of  a   dividend,   spin   off,
reclassification,  corporate  rearrangement  or other  similar  transaction)  (a
"Distribution"),  at any time after the issuance of this Warrant,  then, in each
such case:

                           (i)      any   Warrant   Exercise   Price  in  effect
immediately  prior to the close of  business  on the  record  date fixed for the
determination  of holders of Common Stock  entitled to receive the  Distribution
shall be reduced,  effective as of the close of business on such record date, to
a price  determined by multiplying  such Warrant Exercise Price by a fraction of
which (A) the  numerator  shall be the Closing Sale Price of the Common Stock on
the trading day  immediately  preceding  such record date minus the value of the
Distribution  (as determined in good faith by the Company's  Board of Directors)
applicable to one share of Common Stock,  and (B) the  denominator  shall be the
Closing Sale Price of the Common Stock on the trading day immediately  preceding
such record date; and

                           (ii)     either  (A) the  number  of  Warrant  Shares
obtainable  upon  exercise of this  Warrant  shall be  increased  to a number of
shares  equal to the  number of shares of Common  Stock  obtainable  immediately
prior to the close of business on the record date fixed for the determination of
holders of Common Stock entitled to receive the  Distribution  multiplied by the
reciprocal of the fraction set forth in the immediately preceding clause (i), or
(B) in the event that the  Distribution  is of common  stock of a company  whose
common stock is traded on a national securities exchange or a national automated
quotation  system,  then the holder of this Warrant  shall receive an additional
warrant to purchase Common Stock, the terms of which shall be identical to those
of this Warrant,  except that such warrant shall be exercisable  into the amount
of the  assets  that  would  have been  payable  to the  holder of this  Warrant
pursuant to the Distribution  had the holder exercised this Warrant  immediately
prior to such  record  date and with an  exercise  price  equal to the amount by
which the  exercise  price of this  Warrant was  decreased  with  respect to the
Distribution pursuant to the terms of the immediately preceding clause (i).

                  (e)  CERTAIN   EVENTS.   If  any  event  occurs  of  the  type
contemplated by the provisions of this Section 8 but not expressly  provided for
by such  provisions  (including,  without  limitation,  the  granting  of  stock
appreciation rights, phantom stock rights or other rights with equity features),
then the Company's Board of Directors will make an appropriate adjustment in the
Warrant  Exercise Price and the number of shares of Common Stock obtainable upon
exercise  of this  Warrant  so as to protect  the  rights of the  holders of the
Warrants;  provided, except as set forth in section 8(c),that no such adjustment
pursuant  to this  Section  8(e) will  increase  the Warrant  Exercise  Price or
decrease the number of shares of Common Stock obtainable as otherwise determined
pursuant to this Section 8.


                                       11
<PAGE>

                  (f) NOTICES.

                           (i)      Immediately   upon  any  adjustment  of  the
Warrant  Exercise  Price,  the Company will give written  notice  thereof to the
holder of this Warrant, setting forth in reasonable detail, and certifying,  the
calculation of such adjustment.

                           (ii)     The Company will give written  notice to the
holder of this  Warrant  at least  ten (10) days  prior to the date on which the
Company  closes its books or takes a record (A) with  respect to any dividend or
distribution   upon  the  Common  Stock,  (B)  with  respect  to  any  pro  rata
subscription  offer to holders of Common Stock or (C) for determining  rights to
vote with  respect to any Organic  Change (as  defined  below),  dissolution  or
liquidation,  provided that such  information  shall be made known to the public
prior to or in conjunction with such notice being provided to such holder.

                           (iii)    The Company will also give written notice to
the holder of this Warrant at least ten (10) days prior to the date on which any
Organic Change,  dissolution or liquidation will take place,  provided that such
information  shall be made known to the public prior to or in  conjunction  with
such notice being provided to such holder.

         Section 9.        PURCHASE  RIGHTS;  REORGANIZATION,  RECLASSIFICATION,
CONSOLIDATION, MERGER OR SALE.

                  (a) In  addition  to any  adjustments  pursuant  to  Section 8
above,  if at any  time  the  Company  grants,  issues  or  sells  any  Options,
Convertible  Securities  or rights to purchase  stock,  warrants,  securities or
other  property pro rata to the record holders of any class of Common Stock (the
"PURCHASE RIGHTS"), then the holder of this Warrant will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights
which such  holder  could have  acquired  if such  holder had held the number of
shares of  Common  Stock  acquirable  upon  complete  exercise  of this  Warrant
immediately  before the date on which a record is taken for the grant,  issuance
or sale of such Purchase Rights,  or, if no such record is taken, the date as of
which the record  holders of Common  Stock are to be  determined  for the grant,
issue or sale of such Purchase Rights.

                  (b) Any  recapitalization,  reorganization,  reclassification,
consolidation,  merger, sale of all or substantially all of the Company's assets
to another Person or other  transaction in each case which is effected in such a
way that  holders of Common Stock are  entitled to receive  (either  directly or
upon subsequent  liquidation) stock,  securities or assets with respect to or in
exchange for Common Stock is referred to herein as an "ORGANIC CHANGE." Prior to
the  consummation of any (i) sale of all or  substantially  all of the Company's
assets to an acquiring  Person or (ii) other Organic Change  following which the
Company is not a  surviving  entity,  the  Company  will  secure from the Person
purchasing  such assets or the successor  resulting from such Organic Change (in
each case,  the "ACQUIRING  ENTITY") a written  agreement (in form and substance
satisfactory to the holders of Warrants  representing at least  two-thirds (iii)
of the Warrant Shares  issuable upon exercise of the Warrants then  outstanding)
to deliver to each holder of Warrants in exchange for such Warrants,  a security
of the Acquiring Entity evidenced by a written instrument  substantially similar
in form and  substance  to this Warrant and  satisfactory  to the holders of the
Warrants  (including an adjusted  warrant  exercise price equal to


                                       12
<PAGE>

the value for the Common  Stock  reflected  by the terms of such  consolidation,
merger or sale, and exercisable  for a corresponding  number of shares of Common
Stock  acquirable and receivable upon exercise of the Warrants without regard to
any  limitations  on  exercise,  if the  value  so  reflected  is less  than any
Applicable  Warrant  Exercise  Price  immediately  prior to such  consolidation,
merger or sale).  Prior to the  consummation  of any other Organic  Change,  the
Company shall make appropriate provision (in form and substance  satisfactory to
the holders of Warrants  representing a majority of the Warrant Shares  issuable
upon  exercise  of the  Warrants  then  outstanding)  to insure that each of the
holders of the Warrants will thereafter have the right to acquire and receive in
lieu of or in addition to (as the case may be) the  Warrant  Shares  immediately
theretofore  issuable and receivable upon the exercise of such holder's Warrants
(without  regard  to  any  limitations  on  exercise),  such  shares  of  stock,
securities  or assets  that  would have been  issued or payable in such  Organic
Change with  respect to or in exchange  for the number of Warrant  Shares  which
would have been  issuable  and  receivable  upon the  exercise of such  holder's
Warrant as of the date of such Organic Change  (without  taking into account any
limitations or restrictions on the exercisability of this Warrant).

         Section 10.       LOST, STOLEN, MUTILATED OR DESTROYED WARRANT. If this
Warrant is lost, stolen,  mutilated or destroyed, the Company shall promptly, on
receipt  of an  indemnification  undertaking  (or,  in the  case of a  mutilated
Warrant,  the Warrant),  issue a new Warrant of like  denomination  and tenor as
this Warrant so lost, stolen, mutilated or destroyed.

         Section 11.       NOTICE.  Any  notices,  consents,  waivers  or  other
communications required or permitted to be given under the terms of this Warrant
must be in writing and will be deemed to have been delivered:  (i) upon receipt,
when delivered  personally;  (ii) upon receipt, when sent by facsimile (provided
confirmation  of  receipt is  received  by the  sending  party  transmission  is
mechanically or electronically generated and kept on file by the sending party);
or (iii) one Business Day after deposit with a nationally  recognized  overnight
delivery  service,  in each case properly  addressed to the party to receive the
same. The addresses and facsimile numbers for such communications shall be:

If to Holder:              Cornell Capital Partners, LP
                           101 Hudson Street - Suite 3700
                           Jersey City, New Jersey 07302
                           Attention:   Mark Angelo
                                        Portfolio Manager
                           Telephone:   (201) 985-8300
                           Facsimile:   (201) 985-8266

With Copy to:
                           Cornell Capital Partners, LP
                           101 Hudson Street - Suite 3700
                           Jersey City, NJ  07302
                           Attention:   Troy Rillo, Esq.
                           Telephone:   (201) 985-8300
                           Facsimile:   (201) 985-8266


                                       13
<PAGE>

If to the Company, to:     Nanoscience Technologies, Inc.
                           45 Rockefeller Pl., Suite 2000 #43
                           New York, NY 10111
                           Attention:   Jim Schneider
                           Telephone:   212-332-3443
                           Facsimile:   212-332-3401

With a copy to:            Reitler Brown & Rosenblatt LLC
                           800 Third Avenue, 21st Floor
                           New York, NY 10022
                           Attention:   Robert S. Brown, Esq.
                           Telephone:   (212) 209-3050
                           Facsimile:   (212) 375-5500



If to a holder of this Warrant,  to it at the address and  facsimile  number set
forth on EXHIBIT C hereto,  with copies to such holder's  representatives as set
forth on EXHIBIT C, or at such other address and facsimile as shall be delivered
to the Company upon the issuance or transfer of this  Warrant.  Each party shall
provide  five days'  prior  written  notice to the other  party of any change in
address or facsimile  number.  Written  confirmation of receipt (A) given by the
recipient of such notice, consent, facsimile, waiver or other communication, (or
(B) provided by a nationally  recognized  overnight  delivery  service  shall be
rebuttable evidence of personal service,  receipt by facsimile or receipt from a
nationally  recognized overnight delivery service in accordance with clause (i),
(ii) or (iii) above, respectively.

         Section 12.       DATE. The date of this Warrant is set forth on page 1
hereof. This Warrant, in all events, shall be wholly void and of no effect after
the close of business on the Expiration Date,  except that  notwithstanding  any
other provisions  hereof,  the provisions of Section 8(b) shall continue in full
force and effect  after such date as to any Warrant  Shares or other  securities
issued upon the exercise of this Warrant.

         Section 13.       AMENDMENT AND WAIVER.  Except as  otherwise  provided
herein,  the  provisions of the Warrants may be amended and the Company may take
any action herein  prohibited,  or omit to perform any act herein required to be
performed  by it, only if the Company has  obtained  the written  consent of the
holders of Warrants  representing  at least  two-thirds  of the  Warrant  Shares
issuable upon exercise of the Warrants then  outstanding;  provided that, except
for Section  8(d),  no such action may  increase the Warrant  Exercise  Price or
decrease the number of shares or class of stock  obtainable upon exercise of any
Warrant without the written consent of the holder of such Warrant.

         Section  14.      DESCRIPTIVE HEADINGS; GOVERNING LAW.  The descriptive
headings of the several sections and paragraphs of this Warrant are inserted for
convenience  only and do not  constitute a part of this  Warrant.  The corporate
laws of the State of Nevada  shall  govern all issues  concerning  the  relative
rights of the Company and its stockholders.  All other questions  concerning the
construction,  validity,  enforcement and interpretation of this Agreement shall
be governed by the  internal  laws of the State of New  Jersey,  without  giving
effect to any choice of


                                       14
<PAGE>

law or conflict of law  provision or rule (whether of the State of New Jersey or
any other  jurisdictions)  that would cause the  application  of the laws of any
jurisdictions  other than the State of New Jersey. Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in
Hudson  County and the United  States  District  Court for the  District  of New
Jersey, for the adjudication of any dispute hereunder or in connection  herewith
or therewith,  or with any transaction  contemplated hereby or discussed herein,
and hereby  irrevocably  waives, and agrees not to assert in any suit, action or
proceeding,  any claim that it is not personally  subject to the jurisdiction of
any  such  court,  that  such  suit,  action  or  proceeding  is  brought  in an
inconvenient  forum or that the  venue of such  suit,  action or  proceeding  is
improper.  Each party hereby  irrevocably waives personal service of process and
consents  to process  being  served in any such suit,  action or  proceeding  by
mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof.  Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.

         Section 15.       WAIVER OF JURY TRIAL.  AS A MATERIAL  INDUCEMENT  FOR
EACH PARTY HERETO TO ENTER INTO THIS  WARRANT,  THE PARTIES  HERETO HEREBY WAIVE
ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL  PROCEEDING  RELATED  IN ANY WAY TO THIS
WARRANT  AND/OR  ANY  AND  ALL OF  THE  OTHER  DOCUMENTS  ASSOCIATED  WITH  THIS
TRANSACTION.

                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


                                       15
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed as
of the date first set forth above.


                                                  NANOSCIENCE TECHNOLOGIES, INC.

                                                  By:/s/ Jim Schneider
                                                     ------------------------
                                                  Name:  Jim Schneider
                                                  Title: Director


                                       16
<PAGE>

                              EXHIBIT A TO WARRANT
                              --------------------

                                 EXERCISE NOTICE
                                 ---------------

                                 TO BE EXECUTED
                BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT

                         NANOSCIENCE TECHNOLOGIES, INC.

         The  undersigned   holder  hereby   exercises  the  right  to  purchase
______________  of the shares of Common Stock ("WARRANT  SHARES") of Nanoscience
Technologies,  Inc.  (the  "COMPANY"),  evidenced by the  attached  Warrant (the
"WARRANT").  Capitalized  terms used herein and not otherwise defined shall have
the respective meanings set forth in the Warrant.

Specify Method of exercise by check mark:

         1.  ___  Cash Exercise

                  (a) PAYMENT OF WARRANT  EXERCISE  PRICE.  The holder shall pay
                  the Aggregate Exercise Price of $______________ to the Company
                  in accordance with the terms of the Warrant.

                  (b) DELIVERY OF WARRANT  SHARES.  The Company shall deliver to
                  the holder  _________  Warrant  Shares in accordance  with the
                  terms of the Warrant.

         2.  ___  Cashless Exercise

                  (a)  PAYMENT  OF  WARRANT  EXERCISE  PRICE.  In lieu of making
                  payment of the Aggregate  Exercise Price, the holder elects to
                  receive upon such  exercise the Net Number of shares of Common
                  Stock determined in accordance with the terms of the Warrant.

                  (b) DELIVERY OF WARRANT  SHARES.  The Company shall deliver to
                  the holder  _________  Warrant  Shares in accordance  with the
                  terms of the Warrant.


Date: _______________ __, ______

Name of Registered Holder

By:
   -----------------------------------------
Name:
     ---------------------------------------
Title:
      --------------------------------------


<PAGE>

                              EXHIBIT B TO WARRANT
                              --------------------

                              FORM OF WARRANT POWER
                              ---------------------

         FOR VALUE RECEIVED,  the undersigned does hereby assign and transfer to
________________,  Federal Identification No. __________,  a warrant to purchase
____________  shares of the  capital  stock of  Nanoscience  Technologies,  Inc.
represented  by  warrant  certificate  no.  _____,  standing  in the name of the
undersigned  on the  books of said  corporation.  The  undersigned  does  hereby
irrevocably  constitute  and appoint  ______________,  attorney to transfer  the
warrants of said corporation, with full power of substitution in the premises.

Dated:
      --------------------------------    --------------------------------------

                                          By:
                                             -----------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------


                                      B-1