JOINT DISBURSEMENT INSTRUCTIONS
                           FOR CLOSING: APRIL 28, 2005

         The undersigned do hereby:

         1.       Acknowledge  the acceptance of  subscriptions  from purchasers
representing gross proceeds of $500,000 from the sale of Convertible  Debentures
of NANOSCIENCE TECHNOLOGIES, INC., a Nevada corporation (the "COMPANY").

         2.       Acknowledge   that  the  terms  of  the  Securities   Purchase
Agreement (the "SPA") dated December 13, 2004 by and among the parties is hereby
modified to accelerate the Second  Closing.  The Buyers agree to fund the Second
Closing in the gross  amount of  $500,000  on the date  hereof,  contrary to the
terms of the SPA. All other terms and provisions of the SPA shall remain in full
force and effect.

         3.       Acknowledge that notwithstanding the foregoing,  the amount of
$300,000  shall be  disbursed  to the  Company on the date  hereof.  The Company
hereby  agrees  to use  these  proceeds  to  satisfy  its  payment  to New  York
University.  Upon request,  the Company shall provide to the Buyers  documentary
proof of such payment. The remaining balance of the Second Closing shall be held
in escrow by David Gonzalez, Esq. (the "ESCROW AGENT") and shall be disbursed to
the  Company 2 DAYS PRIOR to the  filing of the  Registration  Statement  as set
forth below.

         4.       Acknowledge that the terms of the Investor Registration Rights
Agreement  dated  December 13, 2004 by and among the parties is hereby  modified
with respect to the filing of the Registration Statement. The Company shall file
the Registration Statement within forty five (45) days from the date hereof (the
"SCHEDULED FILING Deadline").  The Company shall have the Registration Statement
declared effective by the SEC within one hundred twenty (120) days from the date
hereof (the "SCHEDULED EFFECTIVE DEADLINE"). It shall be an event of default (as
such term is defined in the  Transaction  Documents  dated December 13, 2004) if
the  Registration  Statement is not filed by the  Scheduled  Filing  Deadline or
declared effective by the SEC by the Scheduled Effective Deadline.

         5.       Direct that David Gonzalez,  Esq.  disburse the gross proceeds
of the offering at the joint direction of the undersigned as follows:

                  To be disbursed  via wire  transfer in  immediately  available
U.S. funds, payable to the following parties:

                  Gross Proceeds                                     $  500,000
                  Less Fees:
                  ---------
                  To Yorkville Advisors Management, LLC
                     Commitment Fee (10% of Gross Proceeds           $  (50,000)
                  To David Gonzalez as Escrow Agent                  $ (140,000)
                  To Reitler Brown & Rosenblatt                      $  (10,000)
                                                                     ----------

                  Net Proceeds to the Company......................  $  300,000
                                                                     ==========


<PAGE>

NANOSCIENCE, INC.                           HIGHGATE HOUSE, LP

                                            By:   Yorkville Advisors, LLC
                                            Its:  General Partner


By:   /s/ David Rector                      By:   /s/ Mark Angelo
      ------------------                          ---------------
Name: David Rector                          Name: Mark Angelo
Its:  President & CEO                       Its:  Portfolio Manager


                                            MONTOGMERY EQUITY PARTNERS, LTD

                                            By:   Yorkville Advisors, LLC
                                            Its:  General Partner


                                            By:   /s/ Mark Angelo
                                                  ---------------
                                            Name: Mark Angelo
                                            Its:  Portfolio Manager