EX-10.1


             AMENDMENT NO. 1 TO CONVERTIBLE DEBENTURE AND SECURITIES
                               PURCHASE AGREEMENT

                This Amendment No. 1 ("AMENDMENT") to the Convertible  Debenture
in the  principal  amount of  $120,000  dated  July 28,  2006 (the  "CONVERTIBLE
DEBENTURE")  and the  Securities  Purchase  Agreement  dated July 28,  2006 (the
"SPA"),  is made as of December 19, 2006, by and among Cornell Capital Partners,
LP ("CORNELL CAPITAL") and Nanoscience Technologies, Inc. (the "COMPANY").

                WHEREAS,  the Company and Cornell  entered  into the SPA on July
28,  2006,  pursuant  to which the  Company  issued to Cornell  that  certain 8%
Convertible Debenture, denominated No. NANS-3-1 due July 28, 2008;

                WHEREAS, Cornell and the Company have agreed to the provision by
Cornell to the Company of additional  $60,000 in financing  pursuant to the same
terms as provided in the Convertible Debenture; and

                WHEREAS,  in response and in accordance with that understanding,
the parties to this Agreement desire to amend the Convertible  Debenture and the
SPA.

                NOW THEREFORE, in consideration of the foregoing,  and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

                Section  1.   AMENDMENT  TO  THE  PREFACE  OF  THE   CONVERTIBLE
DEBENTURE.  The first two  paragraphs  of the  Convertible  Debenture are hereby
amended and restated in their entirety as follows:

         "This Secured  Convertible  Debenture  (the  "DEBENTURE")  is issued by
NANOSCIENCE  TECHNOLOGIES,  INC., a Delaware  corporation  (the  "OBLIGOR"),  to
CORNELL CAPITAL PARTNERS, LP (the "HOLDER"), pursuant to that certain Securities
Purchase Agreement (the "SECURITIES PURCHASE AGREEMENT") dated July 28, 2006.

         FOR VALUE RECEIVED, the Obligor hereby promises to pay to the Holder or
its  successors  and assigns the  principal sum of One Hundred  Eighty  Thousand
Dollars  ($180,000)  together with accrued but unpaid interest on or before July
28, 2008 (the "MATURITY DATE") in accordance with the following terms:"

                Section  2.  AMENDMENT  TO THE  PREFACE  OF THE SPA.  The second
paragraph under the recitatitions on the first page of the SPA is hereby amended
and restated in its entirety as follows:

         WHEREAS,  the parties  desire  that,  upon the terms and subject to the
conditions  contained herein,  the Company shall issue and sell to the Buyer and
the Buyer shall purchase up to One Hundred Eighty  Thousand  Dollars  ($180,000)
(the  "PURCHASE  PRICE") of secured  convertible  debentures  (the  "CONVERTIBLE
DEBENTURES"),  which shall be  convertible  into shares of the Company's  common
stock,  par value $0.001 (the "COMMON  STOCK") (as  converted,  the  "CONVERSION
SHARES"),  of which One Hundred Twenty Thousand Dollars  ($120,000) was

<PAGE>

provided at the Closing (as defined  herein) on July 28, 2006 and Sixty Thousand
Dollars  ($60,000) shall be provided on December 19, 2006 (the "SECOND CLOSING,"
and together with the Closing, the "CLOSINGS").

                Section  3.  AMENDMENT  TO  SECTION  1(b)  OF THE  SPA.  Section
1(b)(ii) of the SPA is hereby amended and restated in its entirety as follows:

                ...

                (b)     CLOSING  DATE.  The closing of the  purchase and sale of
the  Convertible  Debentures  (the  "CLOSING")  shall  take  place at 10:00 a.m.
Eastern  Standard Time on the fifth day  following  the date hereof,  subject to
notification  of  satisfaction  of the  conditions  to such Closing set forth in
Sections 6 and 7 below ( the  "CLOSING  DATE").  The Closing  shall occur on the
respective Closing Date at the offices of Yorkville  Advisors,  LLC, 3700 Hudson
Street,  Suite 3700,  Jersey  City,  New Jersey 07302 (or such other place as is
mutually agreed to by the Company and the Buyer).  The Second Closing shall take
place at 4:00 p.m. Eastern Standard Time on December 19, 2006.

                Section 4. AMENDMENT TO SECTION 4(g) OF THE SPA. Section 4(g) of
the SPA is hereby amended and restated in its entirety as follows:

                ...

                (g) ...

                        (iv) Simultaneously with the Second Closing, the Company
shall pay a fee to the Buyer of 250,000  shares of the  Company's  Common Stock.
Such fee shall represent a commitment,  structuring,  and legal fee. The Company
shall also, simultaneously with the Second Closing, issue to the Buyer a warrant
to purchase  500,000  shares of the Company's  Common Stock for a period of five
(5) years at an exercise  price of $0.06 per share.  The shares of Common  Stock
issuable under the Warrant shall be deemed Warrant Shares,  as that term is used
in  Section  4(g)(iii)  hereof,  and shall  also have  "piggy-back"  and  demand
registration rights as set forth in the Investor Registration Rights Agreement.

                Section 5. EFFECT OF AMENDMENT.  Except as amended  hereby,  the
Convertible  Debenture  and the SPA shall  continue in full force and effect and
are hereby incorporated herein by this reference.

                Section 6. GOVERNING  LAW. This  Amendment  shall be governed by
and construed under the laws of the State of New Jersey.

                Section 7. TITLES AND SUBTITLES.  The titles of the sections and
subsections of this Amendment are for  convenience of reference only and are not
to be considered in construing this Amendment.


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                Section 8.  COUNTERPARTS.  This  Amendment  may be  executed  in
counterparts,  each of which shall be deemed an original, and all of which shall
constitute one and the same instrument.


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
signed as of the date first set forth above.


CORNELL CAPITAL PARTNERS, LP                      NANOSCIENCE TECHNOLOGIES, INC.
   By:  Yorkville Advisors, LLC
   Its: General Partner

                                                  By: /s/ Jim Schneider
                                                      ----------------------
By:/s/ Mark Angelo                                Name:   Jim Schneider
   ----------------------------------------       Title:  Director
       Name: Mark Angelo
       Its:  Portfolio Manager


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