CODE OF BUSINESS CONDUCT AND ETHICS
                                       OF
                         NANOSCIENCE TECHNOLOGIES, INC.


EFFECTIVE DATE:  SEPTEMBER 20, 2005


                                  INTRODUCTION

         Nanoscience Technologies, Inc., a Nevada corporation (collectively with
its direct and indirect  U.S.  subsidiaries,  the  "COMPANY"),  expects that its
directors, officers and employees will conduct themselves ethically and properly
as a matter or course and comply with the guidelines set forth below.

         This Code of Business Conduct and Ethics (this "CODE") is prepared,  in
large part, due to the requirements of the  Sarbanes-Oxley Act of 2002 and rules
of the American Stock Exchange, NASD Stock Market and/or any exchange upon which
the Company's  stock may be traded and is applicable to the Company.  Directors,
officers and employees of foreign subsidiaries are also expected to act properly
and consistent with country-specific guidelines developed for such subsidiaries.

         This  Code  exists  to  provide  the  Company's  directors,   officers,
employees,  shareholders,  suppliers  and members of the general  public with an
official  statement as to how the Company conducts itself  internally and in the
marketplace  and  certain  standards  that  the  Company  shall  require  of its
directors, officers and employees.

         The Company's  Compliance Officer on the Effective Date of this Code is
Chief Operating Officer and the term "COMPLIANCE OFFICER", as used in this Code,
refers to the Company's  current  Compliance  Officer and any subsequent  person
appointed to that office.

                                     PURPOSE

         This Code is intended to provide a  codification  of standards  that is
reasonably designed to deter wrongdoing and to promote the following:

o    Honest and ethical  conduct,  including  the ethical  handling of actual or
     apparent   conflicts  of  interest   between   personal  and   professional
     relationships;

o    Full, fair, accurate,  timely and understandable  disclosure in reports and
     documents  that the Company files with, or submits to, the  Securities  and
     Exchange Commission (the "SEC") and in other public  communications made by
     the Company;

o    Compliance with applicable governmental laws, rules and regulations;

o    The  prompt  internal   reporting  to  an  appropriate  person  or  persons
     identified in this Code for violations of this Code; and

o    Accountability for adherence to this Code.




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                                      SCOPE

         This  Code  applies  to the  Company's  Chairman  of the  Board,  Chief
Executive  Officer,  Chief  Financial  Officer  and persons  performing  similar
functions as well as to all directors, officers and employees of the Company. As
used  herein,  the term  "EMPLOYEES"  shall be  deemed  to  include  each of the
foregoing  persons unless  specifically  stated  otherwise or unless the context
clearly indicates otherwise.

                                POLICY PROVISIONS

         Under this Code, all Employees are expected to conduct business for the
Company in the full  spirit of honest and  lawful  behavior  and shall not cause
another Employee or non-Employee to act otherwise,  either through inducement or
coercion.

I.        CONFLICTS OF INTEREST AND OTHER MATTERS

         Conflicts  of  interest  may  arise  when  an  Employee's  position  or
responsibilities with the Company present an opportunity for personal gain apart
from  the  normal  compensation  provided  through  employment.   The  following
guidelines are provided:

         A.       PROTECTION AND PROPER USE OF COMPANY FUNDS AND ASSETS

         The  assets  of  the  Company  are  much  more  than  its   properties,
facilities,  equipment,  corporate  funds and  computer  systems;  they  include
technologies and concepts, business strategies and plans, as well as information
about its  business.  These  assets may not be  improperly  used  and/or used to
provide  personal  benefits  for an Employee.  In addition,  an Employee may not
provide outside  persons with assets of the Company for the Employee's  personal
gain or in such a manner as to be detrimental to the Company. An Employee should
protect the Company's  assets and ensure their  efficient and proper use. Theft,
carelessness and waste have a direct impact on the Company's profitability.  All
Company assets should be used for legitimate business purposes.

         B.       CONFIDENTIAL INFORMATION

         As part of an Employee's  job,  he/she may have access to  confidential
information about the Company, its Employees,  agents,  contractors,  customers,
suppliers and  competitors.  Unless  released to the public by management,  this
information  should  not be  disclosed  to fellow  Employees  who did not have a
business need to know or to non-Employees  for any reason,  except in accordance
with established  corporate  procedures.  Confidential  information of this sort
includes,  but is not limited to,  information or data on  operations,  business
strategies and growth, business relationships,  processes,  systems,  procedures
and financial information.

         C.       OUTSIDE FINANCIAL INTERESTS INFLUENCING AN EMPLOYEE'S
                  DECISIONS OR ACTIONS

         An Employee  should  avoid any outside  financial  interest  that might
influence his or her decision or action on matters  involving the Company or its
businesses  or property.  Such  interests  include,  among other  things:  (i) a
significant  personal or immediate  family  interest in an  enterprise  that has
significant  business  relations  with the  Company;  or (ii) an  enterprise  or
contract with a supplier,  service-provider or any other company or entity where
the Employee or a member of the immediate  family of the Employee is a principal
or financial beneficiary other than as an Employee. All such interests should be
disclosed by the Employee to the Company's Compliance Officer or if the Employee
is the  Compliance  Officer,  to the  Chairman of the Board of  Directors of the
Company.


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<PAGE>

         D.       OUTSIDE ACTIVITIES HAVING NEGATIVE IMPACT ON JOB PERFORMANCE

         An Employee  should avoid outside  employment or activities  that would
have a negative impact on his or her job performance with the Company,  or which
are likely to conflict with the Employee's job or his or her  obligations to the
Company.

         E.       BUSINESS OPPORTUNITIES; COMPETITIVE INTERESTS; CORPORATE
                  OPPORTUNITIES

         No  Employee  may  enter  into any  contract  or  arrangement,  own any
interest  or be a  director,  officer or  consultant  in or for an entity  which
enters  into  any  contract  or   arrangement   (except  for  the  ownership  of
non-controlling  interests in publicly-traded entities) with the Company for the
providing of services to the Company  unless and until the material  facts as to
the relationship or interest and the contract or transaction are fully disclosed
to the Company's  Compliance Officer and approved by the Board of Directors.  If
approved by the Board of  Directors,  the  Company's  Compliance  Officer  shall
provide written confirmation of the approval of said contract or transaction.

         Each  Employee  owes a duty to the  Company to advance  its  legitimate
interests when the opportunity arises to do so. The Employee should refrain from
and shall be prohibited  from:  (i) taking for the  Employee's or for Employee's
personal benefit  opportunities  that could advance the interests of the Company
or benefit the Company when such opportunities are discovered through the use of
Company  property,   information  or  position;  (ii)  using  Company  property,
information or position for personal gain; or (iii) competing with the Company.

II.      DEALING WITH SUPPLIERS, CUSTOMERS AND OTHER EMPLOYEES

         The Company  obtains and keeps its  business  because of the quality of
its operations. Conducting business, however, with another Employee, supplier or
customer can pose ethical or even legal problems.  The following  guidelines are
intended to help all  Employees  make the  appropriate  decision in  potentially
difficult situations.

         A.       BRIBES AND KICKBACKS

         No Employee may ever accept or pay bribes,  kickbacks or other types of
unusual  payments  from  or to any  organization  or  individual  seeking  to do
business with, doing business with or competing with the Company.

         B.       GIFTS

         An Employee may accept gifts or  entertainment of nominal value as part
of the normal business process if public knowledge of the Employee's  acceptance
could cause the Company no conceivable embarrassment. Even a nominal gift and/or
entertainment  should not be accepted if it might appear to an observer that the
gift and/or entertainment would influence the Employee's business decisions. The
term  "NOMINAL  VALUE"  applies to the amount of the gift and/or its  frequency;
i.e.,  frequent  gifts,  even if of nominal value,  are  unacceptable.  The term
"ENTERTAINMENT"  includes, but is not limited to, meals, charitable and sporting
events,  parties,  plays  and  concerts.  If you have any  questions  about  the
acceptance of entertainment or gifts, ask the Company's Compliance Officer or if
it involves the Compliance Officer, the Chief Executive Officer for advice.


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<PAGE>

         C.       TRAVEL AND ENTERTAINMENT EXPENSES

         An  Employee  must  comply  with the  Company's  policy on  travel  and
entertainment expenses as set forth in the Company's policies and procedures, as
the same may be amended or supplemented from time to time.

         D.       RELATIONS WITH GOVERNMENT PERSONNEL

         The  Company   will  not  offer,   give  or   reimburse   expenses  for
entertainment  or  gratuities  (including  transportation,   meals  at  business
meetings or tickets to sporting or other events) to  government  officials or to
Employees  who are  prohibited  from  receiving  such by  applicable  government
regulations.

         E.       PAYMENTS TO AGENTS, CONSULTANTS, DISTRIBUTORS, CONTRACTORS

         Agreements   with   agents,   sales   representatives,    distributors,
contractors  and  consultants  should  be in  writing  and  should  clearly  and
accurately  set forth the  services to be  performed,  the basis for earning the
commission or fee involved and the applicable  rate or fee.  Payments  should be
reasonable in amount and not excessive in light of the practice in the trade and
commensurate with the value of services rendered.

         F.       FAIR DEALING

         Each  Employee  should  endeavor  to deal  fairly  with  the  Company's
customers, suppliers, competitors and other Employees.

III.     BOOKS AND RECORDS

         False or misleading entries shall not be made in any reports,  ledgers,
books  or  records  of the  Company  nor  shall  any  misrepresentation  be made
regarding the content thereof.  No Employee may engage in an arrangement that in
any way may be  interpreted  or construed as misstating or otherwise  concealing
the nature or purpose of any entries in the books and records of the Company. No
payment or receipt on behalf of the  Company  may be  approved  or made with the
intention or understanding that any part of the payment or receipt is to be used
for a  purpose  other  than  that  described  in the  documents  supporting  the
transaction.

IV.      COMPETITIVE PRACTICES

         As a vigorous competitor in the marketplace, the Company seeks economic
knowledge  about  its  competitors;  however,  it will not  engage  nor will any
Employee  cause it to engage in  illegal  acts to acquire a  competitor's  trade
secrets,  financial  data,  information  about  company  facilities,   technical
developments or operations.

V.       POLITICAL ACTIVITIES & CONTRIBUTIONS

         The Company encourages each of its Employees to be good citizens and to
participate in the political process.  Employees should, however, be aware that:
(1) federal law and the statutes of some states in the U.S. prohibit the Company
from contributing,  directly or indirectly,  to political candidates,  political
parties or party  officials;  and (2) An Employee who  participates  in partisan
political  activities  should  ensure  that  the  Employee  does not  leave  the
impression that the Employee speaks or act for the Company.


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<PAGE>


VI.      COMPLIANCE WITH LAWS, RULES AND REGULATIONS

         The Company  proactively  promotes  compliance  by all  Employees  with
applicable  laws,  rules and  regulations of any  governmental  unit,  agency or
divisions  thereof and the rules and regulations of the American Stock Exchange,
The NASD Stock Market and/or any exchange upon which the Company's  stock may be
traded.  The  Company  requires  its  Employees  to abide by the  provisions  of
applicable law on trading on inside  information  and all Employees are directed
to refrain from trading in the Company's stock based on inside information.  The
Company  requires its  Employees to abide by  applicable  law and the  Company's
procedures   with   respect  to  periods  of  time  within  which  all  or  some
cross-section  of the Company's  Employees will be prevented from trading in the
Company's  stock.  The Company requires each Employee to abide by applicable law
and the Company's  policies with respect to disclosures  of material  non-public
information,  including, without limitation,  Regulation FD under the Securities
Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.

VII.     PROTECTION OF EMPLOYEES FROM REPRISAL FOR WHISTLEBLOWING
         ("WHISTLEBLOWING POLICY")

         A.       PURPOSE

         To encourage Employees to report Alleged Wrongful Conduct.

         To prohibit supervisory  personnel from taking Adverse Personnel Action
(as hereinafter  defined) against an Employee as a result of the Employee's good
faith  disclosure  of Alleged  Wrongful  Conduct (as  hereinafter  defined) to a
Designated  Company  Officer or  Director  (as  hereinafter  defined)  or to the
Company's Audit Committee. An Employee who discloses and subsequently suffers an
adverse  Personnel  Action  as a result is  subject  to the  protection  of this
Whistleblowing Policy.

         B.       APPLICABILITY

         An Employee who discloses Alleged Wrongful Conduct,  as defined in this
Whistleblowing Policy, and, who, as a result of the disclosure, is subject to an
Adverse Personnel Action.

         C.       WHISTLEBLOWING POLICY

         Each  Employee  is  encouraged  promptly  to  report  Alleged  Wrongful
Conduct. No Adverse Personnel Action may be taken against an Employee in Knowing
Retaliation (as hereinafter defined) for any lawful disclosure of information to
a Designated  Company Officer or Director or to the Company's  Audit  Committee,
which information the Employee in good faith believes evidences: (i) a violation
of  any  law;  (ii)  fraudulent  or  criminal   conduct  or  activities;   (iii)
questionable accounting or auditing matters or matters; (iv) misappropriation of
Company funds;  or (v) violations of provisions of this Code (such matters being
collectively referred to herein as "ALLEGED WRONGFUL CONDUCT").

         No supervisor, officer, director, department head or any other Employee
with authority to make or materially influence  significant  personnel decisions
shall take or  recommend  an Adverse  Personnel  Action  against an  Employee in
Knowing  Retaliation  for disclosing  Alleged  Wrongful  Conduct to a Designated
Company Officer or Director or to the Company's Audit Committee.

         D.       DEFINITIONS

         In  addition to other  terms as defined  above,  the terms set forth on
EXHIBIT A attached hereto shall have the meanings set forth thereon for purposes
of this Whistleblowing Policy.


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<PAGE>

         E.       MAKING A DISCLOSURE

         An Employee who becomes aware of Alleged Wrongful Conduct is encouraged
to make a  Disclosure  to a  Designated  Company  Officer or  Director or to the
Company's Audit Committee as soon as possible.

         F.       LEGITIMATE EMPLOYMENT ACTION

         This Whistleblowing  Policy may not be used as a defense by an Employee
against whom an Adverse  Personnel Action has been taken for legitimate  reasons
or cause.  It shall not be a  violation  of this  Whistleblowing  Policy to take
Adverse  Personnel  Action  against an  Employee  whose  conduct or  performance
warrants that action separate and apart from the Employee making a disclosure.

         G.       WHISTLEBLOWING STATUTES

         An  Employee's  protection  under  this  Whistleblowing  Policy  is  in
addition to any  protections  such Employee may have pursuant to any  applicable
state or federal law and this  Whistleblowing  Policy  shall not be construed as
limiting any of such protections.

VIII.    AUDIT COMMITTEE PROCEDURES - RECEIPT, RETENTION AND TREATMENT OF
         COMPLAINTS REGARDING ACCOUNTING, INTERNAL ACCOUNTING CONTROLS OR
         AUDITING MATTERS

         Pursuant to the  requirements  of the  Sarbanes-Oxley  Act of 2002, the
Company's Audit Committee (and in absence of an Audit  Committee,  the Company's
Board of Directors) has  established  the following  procedures for the receipt,
retention and  treatment of  complaints  by an Employee  regarding the Company's
accounting, internal accounting controls or auditing matters.

         A.       PURPOSE

         To  promote  and  encourage  Company  Employees  to report  complaints,
problems or questionable  practices relative to accounting,  internal accounting
controls or auditing  matters  (collectively  referred to herein as  "ACCOUNTING
CONCERNS").

         B.       APPLICABILITY

         All Employees.

         C.       PROCEDURES

         Any  Employee  who has,  knows of or has reason to know or suspect  the
existence of any  Accounting  Concern is  encouraged  to report such  Accounting
Concern,  promptly and in writing,  to the Company's  Compliance Officer and the
Audit Committee (and in the absence of the Audit Committee,  the Company's Board
of Directors) at the following address:

         Compliance Officer
         Nanoscience Technologies, Inc.
         45 Rockefeller Plaza, Suite 2000 #43
         New York, NY 10111-2000



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         with a copy to:

         Chairman of the Board of Directors
         Nanoscience Technologies, Inc.
         45 Rockefeller Plaza, Suite 2000 #43
         New York, NY 10111-2000

         Submissions by an Employee of Accounting  Concerns may be signed by the
Employee or may be anonymous.  Submissions by an Employee of Accounting Concerns
should be  sufficiently  detailed so as to provide the necessary  information to
the Company's Audit Committee as to the nature of the Accounting  Concerns,  the
violation or potential  violation of any federal or state law or  regulation  or
the  nature of any  questionable  accounting  or  auditing  practice  or matter.
Employees  are  encouraged  to include as much  factual  data as possible in any
submissions  of  Accounting  Concerns  and an  Employee  shall not  utilize  the
submission  of an Accounting  Concern for the sole purpose of harassing  another
Employee.  Submissions by an Employee of Accounting  Concerns shall be copied by
the  Compliance  Officer and retained in a file  entitled  "Accounting  Concerns
Report  File" to be kept  separate  from the files of the  Company's  Accounting
Department.

         The  Chairman  of the Audit  Committee  (or in the  absence of an Audit
Committee,  the Chairman of the Board of Directors) shall review and investigate
or cause  to be  investigated  each  submission  by an  Employee  of  Accounting
Concerns  that  suggests  any  violation of Company  policies,  violation of any
federal or state laws or regulations or any questionable  accounting or auditing
practice or matter. The Chairman of the Audit Committee (or in the absence of an
Audit  Committee,  the  Chairman  of the Board of  Directors)  may  utilize  the
services of the Company's outside legal counsel in any such  investigations.  In
the event the  Chairman  of the Audit  Committee  (or in the absence of an Audit
Committee,  the Chairman of the Board of  Directors)  shall  determine  that any
Accounting  Concern is of sufficient  veracity and significance so as to mandate
any  action by the  Company,  the  Chairman  of the Audit  Committee  (or in the
absence of an Audit  Committee,  the Chairman of the Board of  Directors)  shall
report the Accounting  Concern to the Audit Committee and, if necessary,  to the
Company's Board of Directors with a  recommendation  as to specific action to be
taken.  In extreme  cases where an  Accounting  Concern has been  reported  that
involves  a  violation  or  potential  violation  of  federal  or state  laws or
regulations  and the  Chairman of the Audit  Committee  (or in the absence of an
Audit  Committee,  the Chairman of the Board of Directors) has  determined  that
such  report  is  accurate  or that  sufficient  evidence  exists  to  create  a
significant concern as to whether such violation has occurred or will occur, the
Chairman of the Audit  Committee (or in the absence of an Audit  Committee,  the
Chairman of the Board of Directors)  may report such  Accounting  Concern to the
appropriate government authority.

         D.       PROTECTIONS

         An  Employee  who  submits  reports  of  Accounting  Concerns  shall be
entitled to the protection of the Whistleblowing Policy set forth above.

IX.      PUBLIC COMPANY REPORTING

         As a public  company,  it is important that the Company's  filings with
the Securities and Exchange  Commission (the "SEC") and other public disclosures
of  information  be  complete,  fair,  accurate  and timely.  An Employee of the
Company may be called upon to provide  necessary  information to ensure that the
Company's  public reports are complete,  fair and accurate.  The Company expects
each officer,  director and other Employee to take this responsibility seriously
and to provide prompt,  complete,  fair and accurate responses to inquiries with
respect to the Company's  public  disclosure  requirements.  With respect to the
officers,  directors  and  other  Employees  who  may  be  participating  in the
preparation of



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reports, information,  press releases, forms or other information to be publicly
disclosed through filings with the SEC or as mandated by the SEC, such officers,
directors  and other  Employees  are expected to use their  diligent  efforts to
ensure  that  such  reports,  press  releases,  forms or other  information  are
complete, fair, accurate and timely.

X.       COMPLIANCE AND DISCIPLINE

         All  Employees  are  required to comply with this Code.  An Employee is
expected  to  report  violations  of this  Code and  assist  the  Company,  when
necessary, in investigating violations.

         Failure to comply  with this Code will  result in  disciplinary  action
that may include  suspension,  termination,  referral for  criminal  prosecution
and/or reimbursement to the Company for any losses or damages resulting from the
violation.  The Company reserves the right to terminate any Employee immediately
for a single violation of this Code.

         An  Employee  may be  asked  from to time to  reaffirm  the  Employee's
understanding  of and  willingness  to  comply  with  this  Code by  signing  an
appropriate certificate (see Appendix A).

XI.      ADOPTION, AMENDMENT AND WAIVER

         A.       ADOPTION AND AMENDMENT

         This Code has been adopted by the Company's  Board of Directors and may
be changed,  altered or amended at any time.  The  interpretation  of any matter
with respect to this Code by the Board of Directors shall be final and binding.

         B.    WAIVER

         Waivers of the  provisions of this Code may be granted or withheld from
time to time by the Company in its sole  discretion.  Waivers are only effective
if set forth in writing  after full  disclosure  of the facts and  circumstances
surrounding  the  waiver.  Waivers for the benefit of  directors  and  executive
officers  must be  approved  by the  Board of  Directors  and  will be  publicly
disclosed by the Company.  All other  waivers may be approved by the  Compliance
Officer and may be publicly disclosed by the Company.

XII.     NO EMPLOYMENT CONTRACT

         Nothing  contained  herein shall be construed as limiting the Company's
right to terminate an Employee  immediately  for any reason.  This Code does not
provide any  guarantees  of  continued  employment,  nor does it  constitute  an
employment contract between the Company and any Employee.





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<PAGE>



                                   APPENDIX A

                               EMPLOYEE STATEMENT

         I acknowledge  having received a copy of the Company's Code of Business
Conduct and Ethics.  I have read it  completely  and I understand  that the Code
applies to me. I understand the Code does not constitute an employment  contract
and I agree to comply fully with each of the  provisions of the Code,  including
such changes to the Code as the Company may  announce  from time to time. I have
reviewed  with my supervisor or the  Compliance  Officer any matters  concerning
ownership or other  activities which are required to be disclosed to the Company
by the Code.

EMPLOYEE NAME ________________________________________________

EMPLOYEE SIGNATURE ___________________________________________

DATE _________________________________________________________













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<PAGE>



                                    EXHIBIT A

                     DEFINED TERMS -- WHISTLEBLOWING POLICY


1.  "ADVERSE  PERSONNEL  ACTION":  an  employment-related  act or  decision or a
failure to take  appropriate  action by a supervisor  or higher level  authority
which affects an Employee negatively as follows:

(a) Termination of employment;
(b) Demotion;
(c) Suspension;
(d) Written reprimand;
(e) Retaliatory investigation;
(f) Decision not to promote;
(g) Receipt of an unwarranted performance rating;
(h) Withholding of appropriate salary adjustments;
(i) Elimination of the Employees' position,  absent an overall reduction in work
force,  reorganization,  or a decrease in or lack of sufficient funding, monies,
or work load; or
(j) Denial of awards,  grants, leaves or benefits for which the Employee is then
eligible.


2.  "DISCLOSURE":  oral or written report by an Employee to a Designated Company
Officer or Director or to the  Company's  Audit  Committee  of Alleged  Wrongful
Conduct.

3. "KNOWING  RETALIATION":  An Adverse Personnel Action taken by a supervisor or
other authority  against an Employee where such Employee's  prior  disclosure of
Alleged Wrongful Conduct is a direct or indirect reason or basis for the Adverse
Personnel Action.

4. "Designated Company Officer or Director":  The Company's  Compliance Officer,
any executive officer of the Company of the level of Vice President or above and
any member of the Company's Board of Directors.




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