Exhibit 10.1

          ANTI-DILUTION AGREEMENT (this "Agreement") dated as of July 19, 2004,
     between Mediscience Technology Corp. (the "Corporation"), a New Jersey
     corporation, and Peter Katevatis ("Katevatis").

                                 R E C I T A L S

     WHEREAS, the Corporation heretofore has granted certain anti-dilution
rights (the "Rights") to Katevatis, which Rights have been referenced in, among
other places, certain of the Corporation's filings with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934 and of which
the Board of Directors of the Corporation (the "Board") has been aware and
previously acknowledged at various meetings of the Board;

     WHEREAS, the Rights relate to the portion of the 609,886 shares of common
stock of the Corporation ("Common Stock") that Katevatis owned on April 27,
1981, which represented seventeen percent (17%) of the issued and outstanding
Common Stock on that date, that Katevatis continues to own (the "Katevatis
Retained Shares");

     WHEREAS, after examination of the Corporation's and Katevatis's files,
certain documents relating to the Rights could not be found; and

     WHEREAS, it is in the best interest of the Corporation and Katevatis now
wish to memorialize the Rights in this Agreement as if this Agreement had been
entered into concurrently with the creation of the Rights and been in full force
and effect at all times since then.


     NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Corporation and Katevatis (collectively, the "Parties" and,
sometimes individually, a "Party") hereby agree as follows:

     1. Definitions. As used in this Agreement, the following terms shall have
        -----------
the following meanings:

     "Agreement" means this Agreement.

     "Board" means the Board of Directors of the Corporation.

     "Common Stock" means the common stock, par value $.01 per share, of the
Corporation.

     "Corporate Reacquisition" means any transaction pursuant to which the
Corporation reacquires any issued and outstanding shares of Common Stock.

     "Corporation" means Mediscience Technology Corp., a New Jersey corporation.

     "Katevatis" means Peter Katevatis.


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     "Katevatis Anti-Dilution Percentage" means, as of any date, seventeen
percent (17%) multiplied by a fraction, the numerator of which shall be the
Katevatis Retained Shares Katevatis owns on such date, and the denominator of
which shall be 609,886.

     "Katevatis Retained Shares" means, as of any date, the number of shares
owned by Katevatis on such date that can be traced to the 609,886 shares of
Common Stock that Katevatis owned on April 27, 1981.

     "Parties" means Katevatis and the Corporation.

     "Party" means Katevatis or the Corporation.

     "R&T" means Registrar & Transfer Company, or its successor as transfer
agent of the Common Stock.

     "Rights" means the Anti-Dilution Rights of Katevatis described in this
Agreement.

     2. Description of the Rights. The Rights (i) entitle Katevatis and obligate
        -------------------------
the Corporation to issue and deliver to Katevatis additional shares of Common
Stock, without payment by Katevatis, and (ii) entitle the Corporation and
obligate Katevatis to deliver to the Corporation, without payment by the
Corporation, such that the Katevatis Retained Shares always represent the
Katevatis Anti-Dilution Percentage.

     3. Agreement on Number of Shares Owed to Katevatis. The Parties hereby
        -----------------------------------------------
acknowledge, confirm and agree that the aggregate number of shares of Common
Stock that the Corporation owed to Katevatis as of May 31, 2004 pursuant to the
Rights was 143,502 shares, the same number reflected in Note 9 of the Notes to
Financial Statements included in the Corporation's Quarterly Report of Form
10-QSB for the quarter ended May 31, 2004.


     4. Identification, Segregation and Tracking of the Katevatis Retained
        ------------------------------------------------------------------
Shares. Katevatis shall (i) promptly and from time to time identify to the
------
Corporation and R&T all Katevatis Retained Shares and (ii) segregate the
Katevatis Retained Shares from any other shares of Common Stock Katevatis may
own from time to time. The Corporation shall cause R&T to separately track the
Katevatis Retained Shares and to respond in a timely fashion to all audit
inquiries from the Corporation and its accountants with respect thereto.

     5. Integration Clause. This Agreement memorializes, restates and supersedes
        ------------------
all prior agreements between the Parties with respect to the Rights sand the
subject matter hereof.

     6. Governing Law. This Agreement shall be governed by and constructed in
        -------------
accordance with the laws of the State of New York.

     7. Counterparts. This Agreement may be executed in multiple counterparts,
        ------------
each of which shall be deemed to be an original, but all of which together shall
represent one and the same Agreement.

     8. Facsimile Execution. This Agreement may be delivered by facsimile or
        -------------------
..pdf file of an executed counterpart.


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     IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be
executed as of the day and year first written above.


                                       Mediscience Technology Corp.

                                           By: /s/ Michael Engelhart
                                               ---------------------
                                           Name: Michael Engelhart
                                           Title: President, member of the Board
                                                  and Chief Operating Officer


                                           /s/ Peter Katevatis
                                           -------------------
                                           Peter Katevatis