THIS  SECURED  DEBENTURE,  AND  THE  SECURITIES  INTO  WHICH  IT IS  CONVERTIBLE
(COLLECTIVELY,  THE  "SECURITIES"),  HAVE NOT BEEN  REGISTERED  WITH THE  UNITED
STATES  SECURITIES AND EXCHANGE  COMMISSION OR THE SECURITIES  COMMISSION OF ANY
STATE.  THE  SECURITIES  ARE  BEING  OFFERED  PURSUANT  TO A  SAFE  HARBOR  FROM
REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT").  THE SECURITIES ARE  "RESTRICTED" AND MAY NOT BE OFFERED OR
SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT,  PURSUANT TO REGULATION
D OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION  REQUIREMENTS OF THE
ACT AND THE  COMPANY  WILL BE  PROVIDED  WITH  OPINION  OF COUNSEL OR OTHER SUCH
INFORMATION  AS IT MAY  REASONABLY  REQUIRE TO CONFIRM THAT SUCH  EXEMPTIONS ARE
AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE MADE
EXCEPT IN COMPLIANCE WITH THE ACT.



                     AMENDED AND RESTATED SECURED DEBENTURE

                         NANOSCIENCE TECHNOLOGIES, INC.

                        5% SECURED CONVERTIBLE DEBENTURE

                                 APRIL 28, 2008



No. HGH-2                                                          US$254,623.29

         This Secured  Debenture  (the  "DEBENTURE")  is an amended and restated
Debenture of the secured  convertible  debentures  previously funded on December
13, 2004. This Debenture  reflects all amounts of principal and accrued interest
due and  outstanding  pursuant  to the  December  13, 2004  secured  convertible
debenture  ($250,000 of principal and $4,623.29 of accrued and unpaid interest).
This  amended  and  restated  Debenture  does  not  amend  the  terms,   rights,
obligations,  covenants, warranties, and representations of the parties pursuant
to the Securities  Purchase Agreement,  Registration Rights Agreement,  Security
Agreement,  Irrevocable Transfer Agent Instructions, or the Escrow Agreement all
of which are dated December 13, 2004. This Debenture is issued on April 28, 2005
(the "CLOSING  DATE") by Nanoscience  Technologies,  Inc., a Nevada  corporation
(the  "COMPANY"),  to Highgate  House Funds,  Ltd.  (together with its permitted
successors and assigns,  the "HOLDER")  pursuant to exemptions from registration
under the Securities Act of 1933, as amended.

                                   ARTICLE I.

         SECTION 1.01 PRINCIPAL AND INTEREST.  For value  received,  the Company
hereby  promises  to pay to the order of the Holder on April 28,  2008 in lawful
money of the United  States of America and in  immediately  available  funds the
principal  sum of Two Hundred  Fifty

<PAGE>

U.S.  Dollars  (US$250,000),  together with interest on the unpaid  principal of
this  Debenture at the rate of five percent (5%) per year (computed on the basis
of a 365-day year and the actual days elapsed)  from the date of this  Debenture
until paid. At the Company's option, the entire principal amount and all accrued
interest  shall be  either  (a)  paid to the  Holder  on the  third  (3rd)  year
anniversary  from the date hereof or (b)  converted in  accordance  with Section
1.02 herein provided,  however, that in no event shall the Holder be entitled to
convert this  Debenture for a number of shares of Common Stock in excess of that
number of shares of Common Stock which,  upon giving effect to such  conversion,
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 conversion.

         SECTION  1.02  OPTIONAL  CONVERSION.  The  Holder is  entitled,  at its
option, to convert, and sell on the same day, at any time and from time to time,
until payment in full of this Debenture, all or any part of the principal amount
of the Debenture,  plus accrued interest,  into shares (the "CONVERSION SHARES")
of the Company's common stock, par value US$0.001 per share ("COMMON STOCK"), at
the price per share (the "CONVERSION PRICE") equal to $1.20 (subject to possible
adjustment as provided herein). Subparagraphs (a) and (b) above are individually
referred to as a "CONVERSION  PRICE". As used herein,  "PRINCIPAL  MARKET" shall
mean The National  Association  of Securities  Dealers  Inc.'s  Over-The-Counter
Bulletin Board,  Nasdaq  SmallCap  Market,  or American Stock  Exchange.  If the
Common Stock is not traded on a Principal  Market,  the Closing Bid Price and/or
the VWAP shall mean,  the reported  Closing Bid Price or the VWAP for the Common
Stock, as furnished by the National Association of Securities Dealers, Inc., for
the applicable periods. No fraction of shares or scrip representing fractions of
shares will be issued on conversion,  but the number of shares issuable shall be
rounded to the nearest whole share. To convert this Debenture, the Holder hereof
shall deliver written notice thereof,  substantially  in the form of Exhibit "A"
to this Debenture, with appropriate insertions (the "CONVERSION NOTICE"), to the
Company at its address as set forth herein.  The date upon which the  conversion
shall be effective  (the  "CONVERSION  DATE") shall be deemed to be the date set
forth in the Conversion Notice.

         SECTION 1.03 RESERVATION OF COMMON STOCK. The Company shall reserve and
keep available out of its authorized but unissued shares of Common Stock, solely
for the purpose of effecting the  conversion of this  Debenture,  such number of
shares of Common Stock as shall from time to time be  sufficient  to effect such
conversion, based upon the Conversion Price. If at any time the Company does not
have a sufficient number of Conversion Shares authorized and available, then the
Company shall call and hold a special meeting of its  stockholders  within forty
five (45) days of that time for the sole  purpose  of  increasing  the number of
authorized shares of Common Stock.

         SECTION 1.04 RIGHT OF REDEMPTION.  The Company at its option shall have
the right to redeem,  with three (3) business days advance  written  notice (the
"REDEMPTION NOTICE"), a portion or all outstanding  convertible  debenture.  The
redemption price shall be equal to one hundred twenty five percent (125%) of the
amount redeemed plus accrued interest.

         In the event the  Company  exercises  a  redemption  of either all or a
portion  the  Convertible  Debenture,  the  Holder  shall  receive a warrant  to
purchase fifty thousand  (50,000) shares of the Company's Common Stock for every
One  Hundred  Thousand  U.S.  Dollars  (US$100,000)

                                       2
<PAGE>

redeemed, pro rata (the "WARRANT").  The Warrant shall be exercisable on a "cash
basis" and have an exercise  price of one hundred  twenty  percent (120%) of the
Closing Bid Price of the Company's Common Stock on the Closing Date. The Warrant
shall have "piggy-back" and demand registration rights and shall survive for two
(2) years from the Closing Date.

         SECTION 1.05 REGISTRATION  RIGHTS. The Company is obligated to register
the  resale of the  Conversion  Shares  under  the  Securities  Act of 1933,  as
amended,  pursuant to the terms of a Registration Rights Agreement,  between the
Company and the Holder of even date herewith (the "INVESTOR  REGISTRATION RIGHTS
AGREEMENT").

         SECTION 1.06 INTEREST  PAYMENTS.  The interest payable pursuant to this
Debenture will be paid to the Holder at the time of maturity or  conversion,  as
the case may be,  with  respect  to the  principal  amount  hereunder  repaid or
converted,  as applicable.  At the time such interest is payable, the Holder, in
its sole  discretion,  may  elect to  receive  such  interest  in cash (via wire
transfer or certified funds) or in the form of Common Stock. If paid in the form
of Common Stock, the number of shares of Common Stock to be issued will equal to
the quotient of (x) aggregate  interest  payment to be made,  divided by (y) the
Closing Bid Price on the date the interest payment is made. No fractional shares
will be issued;  therefore,  in the event that the value of the Common Stock per
share does not equal the total interest due, the Company will pay the balance in
cash.

         SECTION 1.07 PAYING AGENT AND  REGISTRAR.  Initially,  the Company will
act as paying  agent and  registrar.  The Company  may change any paying  agent,
registrar,  or  Company-registrar  by giving  the  Holder not less than ten (10)
business  days' written  notice of its election to do so,  specifying  the name,
address, telephone number and facsimile number of the paying agent or registrar.
The Company may act in any such capacity.

         SECTION 1.08 SECURED NATURE OF DEBENTURE.  This Debenture is secured by
all of the assets and  property  of the Company as set forth on Exhibit A to the
Security Agreement dated the date hereof between the Company and the Holder (the
"SECURITY AGREEMENT"). As set forth in the Security Agreement, Holder's security
interest shall terminate upon the satisfaction by the Company of its obligations
under this Debenture.

                                  ARTICLE II.

         SECTION 2.01 AMENDMENTS AND WAIVER OF DEFAULT. The Debenture may not be
amended.  Notwithstanding  the above,  without the  consent of the  Holder,  the
Debenture may be amended to cure any ambiguity,  defect or inconsistency,  or to
provide for assumption of the Company obligations to the Holder.

                                  ARTICLE III.

         SECTION  3.01  EVENTS OF  DEFAULT.  An Event of  Default  is defined as
follows:  (a) failure by the Company to pay amounts due hereunder within fifteen
(15) days of the date of maturity of this Debenture;  (b) failure by the Company
to comply with the terms of the Irrevocable Transfer Agent Instructions attached
to the  Securities  Purchase  Agreement;  (c) failure by the Company's  transfer
agent to issue freely  tradeable Common Stock to the Holder within five (5) days
of the Company's  receipt of the attached Notice of Conversion from Holder;  (d)
failure by the

                                       3
<PAGE>

Company  for ten (10) days  after  notice to it to comply  with any of its other
agreements in the Debenture;  (e) the Company (1) makes a general assignment for
the benefit of its creditors; (2) applies for or consent to the appointment of a
receiver,  trustee,  assignee,  custodian,  sequestrator,  liquidator or similar
official  for  itself or any of its  assets  and  properties;  (3)  commences  a
voluntary case for relief as a debtor under the United States  Bankruptcy  Code;
(4) files with or otherwise submit to any  governmental  authority any petition,
answer or other document seeking:  (A)  reorganization,  (B) an arrangement with
creditors or (C) to take advantage of any other present or future applicable law
respecting bankruptcy, reorganization, insolvency, readjustment of debts, relief
of debtors,  dissolution  or  liquidation;  (5) files or  otherwise  submits any
answer  or  other  document   admitting  or  failing  to  contest  the  material
allegations of a petition or other document filed or otherwise submitted against
it in any proceeding  under any such applicable law, or (6) is to be adjudicated
a bankrupt or insolvent by a court of  competent  jurisdiction;  (f) a breach by
the Company of its obligations  under the Securities  Purchase  Agreement or the
Investor  Registration Rights Agreement which is not cured by the Company within
ten (10) days after receipt of written notice thereof. Upon the occurrence of an
Event of  Default,  the Holder  may,  in its sole  discretion,  accelerate  full
repayment of all debentures  outstanding  and accrued  interest  thereon or may,
notwithstanding   any  limitations   contained  in  this  Debenture  and/or  the
Securities  Purchase Agreement dated the date hereof between the Company and the
Buyers  listed  on  Schedule  I  attached  thereto  (the  "SECURITIES   PURCHASE
AGREEMENT"),  convert all debentures  outstanding and accrued  interest  thereon
into shares of Common Stock pursuant to Section 1.02 herein.

         SECTION 3.02 FAILURE TO ISSUE  UNRESTRICTED  COMMON STOCK. As indicated
in Article III Section  3.01, a breach by the Company of its  obligations  under
the Investor  Registration Rights Agreement shall be deemed an Event of Default,
which if not cured within ten (10) days,  shall entitle the Holder to accelerate
full repayment of all debentures  outstanding and accrued  interest  thereon or,
notwithstanding   any  limitations   contained  in  this  Debenture  and/or  the
Securities Purchase Agreement, to convert all debentures outstanding and accrued
interest  thereon into shares of Common  Stock  pursuant to Section 1.02 herein.
The Company  acknowledges  that  failure to honor a Notice of  Conversion  shall
cause irreparable harm to the Holder.

         SECTION 3.03 ADJUSTMENT OF CONVERSION PRICE UPON EVENT OF DEFAULT. Upon
the  occurrence of an Event of Default under this  Debenture  which shall remain
uncured  for a period of ten (10)  days  from the date of notice to the  Company
thereof,  the  Conversion  Price  shall be  automatically  adjusted to $0.20 per
share.

                                  ARTICLE IV.

         SECTION 4.01 RIGHTS AND TERMS OF CONVERSION.  This Debenture,  in whole
or in part, may be converted at any time following the Closing Date, into shares
of Common Stock at a price equal to the Conversion Price as described in Section
1.02 above.

         SECTION  4.02  RE-ISSUANCE  OF  DEBENTURE.  When the  Holder  elects to
convert a part of the Debenture,  then the Company shall reissue a new Debenture
in the same form as this Debenture to reflect the new principal amount.

                                       4
<PAGE>

         SECTION 4.03  TERMINATION OF CONVERSION  RIGHTS.  The Holder's right to
convert the Debenture  into the Common Stock in accordance  with  paragraph 4.01
shall  terminate on the date that is the third (3rd) year  anniversary  from the
date hereof and this Debenture shall be automatically  converted on that date in
accordance  with  the  formula  set  forth  in  Section  4.01  hereof,  and  the
appropriate shares of Common Stock and amount of interest shall be issued to the
Holder.

                                   ARTICLE V.

         SECTION  5.01  ANTI-DILUTION.   ADJUSTMENT  OF  CONVERSION  PRICE.  The
Conversion Price shall be adjusted from time to time as follows:

                  (a)  ADJUSTMENT OF CONVERSION  PRICE AND NUMBER OF SHARES UPON
ISSUANCE OF COMMON  STOCK.  If and whenever on or after the Closing Date of this
Debenture, the Company issues or sells, or is deemed to have issued or sold, any
shares of Common Stock (other than (i) Excluded  Securities (as defined  herein)
and (ii)  shares of Common  Stock which are issued or deemed to have been issued
by the Company in connection  with an Approved Stock Plan (as defined herein) or
upon exercise or conversion of the Other  Securities (as defined  herein)) for a
consideration  per share less than the  Conversion  Price in effect  immediately
prior to such issuance or sale (the "APPLICABLE PRICE"),  then immediately after
such issue or sale the  Conversion  Price then in effect  shall be reduced to an
amount equal to a price determined by dividing (i) an amount equal to the sum of
(a) the  number  of  shares of Common  Stock  outstanding  (including,  for this
purpose,  shares of Common Stock issuable upon  conversion of this Debenture and
shares of Common Stock issuable upon the exercise of all then outstanding  stock
options,  warrants  or other  rights  to  acquire  Common  Stock  or  securities
convertible  into  Common  Stock)  immediately  prior  to  such  issue  or  sale
multiplied by the then existing  Applicable Price and (b) the consideration,  if
any,  received  by the  Corporation  upon such issue or sale,  by (ii) an amount
equal to the sum of (a) the total number of shares of Common  Stock  outstanding
immediately prior to such issue or sale (including,  for this purpose, shares of
Common Stock  issuable upon  conversion  of this  Debenture and shares of Common
Stock issuable upon the exercise of all then outstanding stock options, warrants
or other rights to acquire  Common Stock or securities  convertible  into Common
Stock) and (b) the total number of shares of Common Stock issuable in such issue
or sale (the "ADJUSTED  CONVERSION PRICE"),  provided that in no event shall the
Conversion Price be reduced below $0.001.  Notwithstanding the foregoing,  there
shall be no  adjustments  for the issuance of shares of Common Stock  underlying
the Warrant of even date  herewith  between  the  Company and the Holder.  In no
event shall the Adjusted  Conversion  Price be higher than the Conversion  Price
set forth in Section 1.02.

                  (b) EFFECT ON CONVERSION PRICE OF CERTAIN EVENTS. For purposes
of determining the Adjusted  Conversion  Price under Section 5.01(a) above,  the
following shall be applicable:

                           (i)  ISSUANCE OF OPTIONS.  If after the date  hereof,
the Company in any manner  grants any rights,  warrants or options to  subscribe
for or purchase Common Stock or convertible securities ("OPTIONS") and the 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

                                       5
<PAGE>

convertible  securities  issuable  upon exercise of any such Option is less than
the  Conversion  Price then in effect,  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 5.01(b)(i),  the price per share for which one share of
Common Stock is issuable  upon  exercise of such Options or upon  conversion  or
exchange of such convertible securities shall be equal to the sum of the 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 other  convertible
security  other than this  Debenture  issuable upon exercise of such Option.  No
further  adjustment  of the  Conversion  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  after the
Closing  Date and the price  per  share  for which one share of Common  Stock is
issuable  upon the  conversion or exchange  thereof is less than the  Conversion
Price then in  effect,  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  5.01(b)(ii),  the 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 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 Conversion  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 Conversion  Price had been or are to be made pursuant to other provisions
of this Section 5.01(b),  no further adjustment of the Conversion 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 Conversion  Price in
effect at the time of such  change  shall be adjusted  to the  Conversion  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 shares of Common Stock issuable upon conversion
of this  Debenture  shall be  correspondingly  readjusted.  For purposes of this
Section  5.01(b)(iii),  if the terms of any Option or convertible  security that
was  outstanding  as of the Closing  Date of this  Debenture  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  5.01(b) shall be
made if such adjustment would result in an increase of the Conversion Price then
in effect.

                                       6
<PAGE>

                  (c) EFFECT ON CONVERSION PRICE OF CERTAIN EVENTS. For purposes
of determining the Adjusted Conversion Price under Sections 5.01(a) and 5.01(b),
the following shall be applicable:

                           (i)  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 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 the  Debenture  representing  at least
two-thirds  of the  shares of  Common  Stock  issuable  upon  conversion  of the
Debenture 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 the Debenture  representing at least  two-thirds of the shares of
Common Stock  issuable upon  conversion of the Debenture 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 by the Company.

                           (ii) 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 $0.01.

                           (iii) 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.

                           (iv) 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.

                                       7
<PAGE>

                  (d)  ADJUSTMENT  OF  CONVERSION   PRICE  UPON  SUBDIVISION  OR
COMBINATION  OF  COMMON  STOCK.  If the  Company  at any time  after the date of
issuance of this  Debenture  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  Conversion  Price in effect
immediately prior to such subdivision will be  proportionately  reduced.  If the
Company at any time after the date of issuance of this  Debenture  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
Conversion  Price  in  effect  immediately  prior  to such  combination  will be
proportionately  increased.  Any  adjustment  under this Section  5.01(d)  shall
become  effective  at the  close of  business  on the date  the  subdivision  or
combination becomes effective.

                  (e)  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 Debenture, then, in each
such  case any  Conversion  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
Conversion  Price by a fraction of which (A) the numerator  shall be the closing
bid 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 bid price of the Common  Stock on the
trading day immediately preceding such record date; and

                  (f)  CERTAIN   EVENTS.   If  any  event  occurs  of  the  type
contemplated  by the provisions of this Section 5.01 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
Conversion  Price so as to protect the rights of the  holders of the  Debenture;
provided,  except  as set  forth in  Section  5.01(d),  that no such  adjustment
pursuant to this Section 5.01(f) will increase the Conversion Price as otherwise
determined pursuant to this Section 5.01.

                  (g) NOTICES.

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

                           (ii) The  Company  will  give  written  notice to the
holder of this  Debenture  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

                                       8
<PAGE>

rights to vote with respect to any  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.

                  (h) DEFINITIONS.

                           (i) "APPROVED STOCK PLAN" means any employee  benefit
plan which has been approved by the Board of Directors of the Company,  pursuant
to which the  Company's  securities  may be issued to any  employee,  officer or
director for services provided to the Company.

                           (ii)  "EXCLUDED   SECURITIES"  means,  provided  such
security is issued at a price which is greater  than or equal to the  arithmetic
average  of the  Closing  Bid  Prices  of the  Common  Stock  for the  ten  (10)
consecutive trading days immediately preceding the date of issuance,  any of the
following:  (a) any issuance by the Company of securities  in connection  with a
strategic partnership or a joint venture (the primary purpose of which is not to
raise  equity  capital),  (b) any  issuance  by the  Company  of  securities  as
consideration  for a merger or  consolidation  or the acquisition of a business,
product, license, or other assets of another person or entity and (c) options to
purchase shares of Common Stock,  provided (I) such options are issued after the
date of this  Debenture to employees of the Company  within  thirty (30) days of
such employee's starting his employment with the Company,  and (II) the exercise
price of such options is not less than the closing bid price of the Common Stock
on the date of issuance of such option.

                           (iii) "OTHER  SECURITIES" means (i) those options and
warrants of the Company issued prior to, and  outstanding  on, the Closing Date,
(ii) the  shares of Common  Stock  issuable  on  exercise  of such  options  and
warrants,  provided  such options and warrants are not amended after the Closing
Date and (iii) the  shares of Common  Stock  issuable  upon  conversion  of this
Debenture.

                  (i) Nothing in this  Section 5.01 shall be deemed to authorize
the issuance of any securities by the Company in violation of Section 5.02.

         SECTION 5.02 CONSENT OF HOLDER TO SELL CAPITAL STOCK OR GRANT  SECURITY
INTERESTS.  Except as contemplated by the Securities  Purchase Agreement between
the Company and the Buyers listed on Schedule I attached  thereto or the Standby
Equity  Distribution  Agreement  dated the date  hereof  between the Company and
Cornell Capital Partners,  LP, so long as any of the principal of or interest on
this Debenture  remains unpaid and  unconverted,  the Company shall not, without
the prior consent of the Holder, issue or sell (i) any Common Stock or Preferred
Stock without  consideration or for a consideration per share less than its fair
market value determined  immediately  prior to its issuance,  (ii) issue or sell
any Preferred Stock, warrant,  option, right, contract,  call, or other security
or  instrument  granting  the holder  thereof the right to acquire  Common Stock
without  consideration  or for a  consideration  per share less than such Common
Stock's fair market value determined  immediately  prior to its issuance,  (iii)
enter into any security  instrument  granting the holder a security  interest in
any of the assets of the  Company,  or (iv) file any  registration  statement on
Form S-8;  except that (i) the Company  may,  without the consent of the Holder,
provided,  however,  fifteen  (15)  days  prior  written  notice is

                                       9
<PAGE>

given to the Holder,  issue or sell shares of Common Stock or warrants,  options
or other  rights to purchase  in the  aggregate  up to one  million  (1,000,000)
shares  of  Common  Stock to its  executive  officer,  directors  and  employees
pursuant to a Board approved  option plan or as otherwise may be approved by the
Board of  Directors  of the Company and (ii)  commencing  on the date hereof and
terminating  thirty (30) days  following  the date hereof,  the Company shall be
permitted  to  issue  or sell  any  Common  Stock  or  Preferred  Stock  without
restriction  or  limitation up to an aggregate  amount of Three Million  Dollars
($3,000,000),  provided,  however,  that the Company provides the Holder with at
least  ten (10)  days  prior  written  notice of such  issuance  (the  "DEFERRAL
PERIOD").  Upon  request,  the Company shall provide the Holder with any and all
information or documentation  without limitation evidencing such issuance during
the  Deferral  Period.   Following  the  declaration  of  effectiveness  by  the
Securities and Exchange Commission of the registration  statement filed pursuant
to the Investor Registration Rights Agreement of even date herewith, the Company
shall be permitted to issue or sell any Common Stock or Preferred  Stock without
restriction  or  limitation  in order to raise  amounts  not  raised  during the
Deferral Period up to an aggregate amount of Three Million Dollars ($3,000,000),
provided  the  Company  provides  the  Holder  with at least ten (10) days prior
written  notice of such  issuance.  The Holder  shall be entitled to any and all
information and documentation without limitation.

                                   ARTICLE VI.

         SECTION 6.01 NOTICE.  Notices regarding this Debenture shall be sent to
the  parties  at the  following  addresses,  unless a party  notifies  the other
parties, in writing, of a change of address:

If to the Company, to:     Nanoscience Technologies, Inc.
                           45 Rockefeller Plaza - Suite 2000
                           New York, NY 10111
                           Attention:  David Rector
                           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) 371-5500

If to the Holder:          Highgate House Funds, Ltd.
                           101 Hudson Street, Suite 3700
                           Jersey City, NJ 07303
                           Telephone:  (201) 985-8300
                           Facsimile:  (201) 985-8266

                                       10
<PAGE>

With a copy to:            David Gonzalez, Esq.
                           101 Hudson Street - Suite 3700
                           Jersey City, NJ 07302
                           Telephone:  (201) 985-8300
                           Facsimile:  (201) 985-8266



         SECTION 6.02 GOVERNING  LAW. This Debenture  shall be deemed to be made
under and shall be construed in accordance  with the laws of the State of Nevada
without giving effect to the principals of conflict of laws thereof. Each of the
parties consents to the  jurisdiction of the U.S.  District Court sitting in the
District  of the State of New  Jersey  or the  state  courts of the State of New
Jersey  sitting in Hudson  County,  New Jersey in  connection  with any  dispute
arising under this Debenture and hereby waives,  to the maximum extent permitted
by law, any objection,  including any objection based on FORUM NON CONVENIENS to
the bringing of any such proceeding in such jurisdictions.

         SECTION 6.03  SEVERABILITY.  The invalidity of any of the provisions of
this  Debenture  shall  not  invalidate  or  otherwise  affect  any of the other
provisions of this Debenture, which shall remain in full force and effect.

         SECTION 6.04 ENTIRE AGREEMENT AND AMENDMENTS. This Debenture represents
the entire  agreement  between  the parties  hereto with  respect to the subject
matter  hereof  and there are no  representations,  warranties  or  commitments,
except as set forth herein.  This Debenture may be amended only by an instrument
in writing executed by the parties hereto.

         SECTION 6.05  COUNTERPARTS.  This Debenture may be executed in multiple
counterparts,  each of which  shall be an  original,  but all of which  shall be
deemed to constitute on instrument.

         IN WITNESS  WHEREOF,  with the intent to be legally bound  hereby,  the
Company as executed this Debenture as of the date first written above.

                                                  NANOSCIENCE TECHNOLOGIES, INC.

                                                  By:    /s/ David Rector
                                                     ----------------------
                                                  Name:  David Rector
                                                  Title: President & CEO

                                       11
<PAGE>

                                   EXHIBIT "A"

                              NOTICE OF CONVERSION

        (TO BE EXECUTED BY THE HOLDER IN ORDER TO CONVERT THE DEBENTURE)


TO:

         The undersigned hereby irrevocably elects to convert US$_______________
of the principal  amount of the above  Debenture  into Shares of Common Stock of
Nanoscience  Technologies,  Inc., according to the conditions stated therein, as
of the Conversion Date written below.

CONVERSION DATE:                ________________________________________________

APPLICABLE CONVERSION PRICE:    ________________________________________________

SIGNATURE:                      ________________________________________________

NAME:                           ________________________________________________

ADDRESS:                        ________________________________________________

AMOUNT TO BE CONVERTED:         US$_____________________________________________

AMOUNT OF DEBENTURE
UNCONVERTED:                    US$_____________________________________________

CONVERSION PRICE PER SHARE:     US$_____________________________________________

NUMBER OF SHARES OF COMMON
STOCK TO BE ISSUED:             ________________________________________________

PLEASE ISSUE THE SHARES OF
COMMON STOCK IN THE FOLLOWING
NAME AND TO THE FOLLOWING
ADDRESS:                        ________________________________________________

ISSUE TO:                       ________________________________________________

AUTHORIZED SIGNATURE:           ________________________________________________

NAME:                           ________________________________________________

TITLE:                          ________________________________________________

PHONE NUMBER:                   ________________________________________________

BROKER DTC PARTICIPANT CODE:    ________________________________________________

ACCOUNT NUMBER:                 ________________________________________________

                                      A-1