IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

December 13, 2004

Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004

         RE:  NANOSCIENCE TECHNOLOGIES, INC.

Ladies and Gentlemen:

         Reference is made to that certain  Securities  Purchase  Agreement (the
"SECURITIES  PURCHASE  AGREEMENT"),  of  even  date  herewith,  by  and  between
Nanoscience  Technologies,  Inc., a Nevada corporation (the "COMPANY"),  and the
Buyers set forth on  Schedule I attached  thereto  (collectively  the  "BUYER"),
pursuant to which the  Company  shall sell to the Buyer a minimum of One Million
Dollars  ($1,000,000)  of the  Company's  secured  convertible  debentures  (the
"Convertible  Debentures"),  which  shall  be  convertible  into  shares  of the
Company's  common stock,  par value $0.001 per share (the "COMMON  STOCK").  The
shares  of  Common  Stock  to be  issued  upon  conversion  of  the  Convertible
Debentures,  and to be issued  pursuant to the  Securities  Purchase  Agreement,
including, without limitation, any principal, interest or Liquidated Damages are
referred to as "CONVERSION  SHARES." Such Conversion Shares shall also be deemed
to include any Common Stock  issued for  Liquidated  Damages  under the Investor
Registration  Rights Agreement of even date herewith between the Company and the
Buyer. This letter shall serve as our irrevocable authorization and direction to
you  (provided  you are the transfer  agent of the Common Stock at such time) to
issue the Conversion Shares in the event the Buyer has elected to convert all or
any  portion  of the  Convertible  Debentures,  including,  without  limitation,
principal,  interest or Liquidated  Damages upon  surrender to you of a properly
completed and duly executed  Conversion  Notice,  in the form attached hereto as
EXHIBIT I, delivered on behalf of the Company by David Gonzalez, Esq.

         Specifically,  upon receipt by the Company or David Gonzalez, Esq. of a
copy of a Conversion  Notice,  David  Gonzalez,  Esq., on behalf of the Company,
shall as soon as practicable, but in no event later than one (1) Trading Day (as
defined  below)  after  receipt  of such  Conversion  Notice,  sent to you,  via
facsimile,   a  Conversion   Notice,   which  shall  constitute  an  irrevocable
instruction  to you to process such  Conversion  Notice in  accordance  with the
terms of these  instructions.  Assuming you are acting as transfer agent for the
Company,  upon your receipt of a copy of the  executed  Conversion  Notice,  you
shall use your best efforts to, within three (3) Trading Days following the date
of receipt of the Conversion Notice, (A) issue and surrender to a common carrier
for overnight  delivery to the address as specified in the Conversion  Notice, a
certificate, registered in the name of the Buyer or its designee, for the number
of shares of Common  Stock to which the Buyer  shall be entitled as set forth in
the Conversion  Notice or (B) provided you are  participating  in The Depository
Trust Company

<PAGE>

("DTC") Fast  Automated  Securities  Transfer  Program,  upon the request of the
Buyer, credit such aggregate number of shares of Common Stock to which the Buyer
shall be entitled  to the Buyer's or its  designee's  balance  account  with DTC
through its Deposit  Withdrawal At Custodian  ("DWAC") system provided the Buyer
causes its bank or broker to initiate the DWAC transaction. ("TRADING DAY" shall
mean any day on which the Nasdaq Market is open for customary trading.)

         The  Company  hereby  confirms  to you and the Buyer that  certificates
representing  the  Conversion  Shares  shall  not  bear any  legend  restricting
transfer  of the  Conversion  Shares  thereby  and  should not be subject to any
stop-transfer  restrictions  and shall  otherwise be freely  transferable on the
books and records of the Company  provided that (a) the Company counsel delivers
(i) the Notice of  Effectiveness  substantially in the form set forth in EXHIBIT
II attached  hereto,  (ii) an opinion of counsel  substantially  in the form set
forth in  Exhibit  III  attached  hereto,  and  (iii)  the  Buyer or its  broker
represent  and  warrant  to you,  in  writing,  that it has  complied  with  the
prospectus  delivery  requirements,  and that if the  Conversion  Shares are not
registered  for sale under the  Securities  Act of 1933,  as  amended,  then the
certificates for the Conversion Shares shall bear the following legend:

         "THE  SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE  HAVE  NOT  BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE
         STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT
         AND MAY NOT BE OFFERED FOR SALE,  SOLD,  TRANSFERRED OR ASSIGNED IN THE
         ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE STATE SECURITIES
         LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY  ACCEPTABLE TO THE
         COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE
         STATE  SECURITIES  LAWS OR UNLESS SOLD  PURSUANT TO RULE 144 UNDER SAID
         ACT."

         The Company  hereby  confirms and  Continental  Stock  Transfer & Trust
Company ("CST")  acknowledges  that in the event Counsel to the Company does not
issue an opinion  of  counsel  as  required  in  accordance  with the  preceding
paragraph to issue the Conversion  Shares free of legend the Company  authorizes
and CST will accept an opinion of Counsel from David Gonzalez, Esq..

         The Company hereby  confirms to you and the Buyer that no  instructions
other  than as  contemplated  herein  will be given to you by the  Company  with
respect to the  Conversion  Shares.  The Company hereby agrees that it shall not
replace CST as the Company's transfer agent without the prior written consent of
the Buyer and except as set forth in the following paragraph.

         Any attempt by CST to resign as transfer agent hereunder upon less than
fifteen  (15) days  written  notice to the  Company  and the Buyer  shall not be
effective until the expiration of such fifteen (15) day period.

                                       2
<PAGE>

         The Company and CST hereby  acknowledge and confirm that complying with
the terms of this  Agreement  shall be deemed to comply  with,  and shall not be
deemed to violate, any responsibilities and duties owed by CST to the Company.

         The  Company  and CST  acknowledge  that the  Buyer is  relying  on the
representations  and  covenants  made by the Company and CST hereunder and are a
material  inducement to the Buyer  purchasing  Convertible  Debentures under the
Securities  Purchase  Agreement.  The Company and CST further  acknowledge  that
without  such  representations  and  covenants  of  the  Company  and  CST  made
hereunder,  the Buyer would not enter into the Securities Purchase Agreement and
purchase Convertible Debentures pursuant thereto.

         Each party  hereto  specifically  acknowledges  and agrees  that in the
event of a breach  or  threatened  breach  by a party  hereto  of any  provision
hereof,  the Buyer will be irreparably  damaged and that damages at law would be
an inadequate remedy if these Irrevocable  Transfer Agent  Instructions were not
specifically enforced.  Therefore, in the event of a breach or threatened breach
by a party hereto, including,  without limitation,  the attempted termination of
the agency relationship created by this instrument, the Buyer shall be entitled,
in  addition  to any other  rights or  remedies  it may have,  to an  injunction
restraining such breach,  without being required to show any actual damage or to
post any bond or other security,  and/or to a decree for specific performance of
the provisions of these Irrevocable Transfer Agent Instructions.

                                    * * * * *




                                       3
<PAGE>

         IN WITNESS  WHEREOF,  the parties  have  caused  this letter  agreement
regarding  Irrevocable  Transfer  Agent  Instructions  to be duly  executed  and
delivered as of the date first written above.

                                             COMPANY:

                                             NANOSCIENCE TECHNOLOGIES, INC.

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



CONTINENTAL STOCK TRANSFER & TRUST COMPANY

By: /s/ Steve Nelson
    ------------------------------------
Name: Steve Nelson
      ----------------------------------
Title: CEO
       ---------------------------------





                                       4
<PAGE>

                                   SCHEDULE I

                               SCHEDULE OF BUYERS

<TABLE>
<CAPTION>
                                                                                ADDRESS/FACSIMILE
NAME                                    SIGNATURE                               NUMBER OF BUYER
-----------------------------           ---------------------------------       ------------------------------
<S>                                     <C>                                     <C>
Highgate House, LP                      By:   Yorkville Advisors, LLC           101 Hudson Street - Suite 3700
                                        Its:  General Partner                   Jersey City, NJ  07303
                                                                                Facsimile: (201) 985-8266

                                        By:
                                           -----------------------------
                                        Name: Mark A. Angelo
                                        Its:  Portfolio Manager


Montgomery Equity Partners, LP          By:   Yorkville Advisors, LLC           101 Hudson Street - Suite 3700
                                        Its:  General Partner                   Jersey City, NJ  07303
                                                                                Facsimile:  (201) 985-8266

                                        By:
                                           -----------------------------
                                        Name: Mark A. Angelo
</TABLE>



                                  SCHEDULE I-1
<PAGE>

                                    EXHIBIT I

                   TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

                            FORM OF CONVERSION NOTICE

         Reference is made to the Securities Purchase Agreement (the "SECURITIES
PURCHASE AGREEMENT") between Nanoscience Technologies, Inc. (the "COMPANY"), and
the Buyers set forth on Schedule I attached  thereto,  dated December ____ 2004.
In  accordance  with and  pursuant to the  Securities  Purchase  Agreement,  the
undersigned  hereby  elects to convert  convertible  debentures  into  shares of
common stock,  par value $0.001 per share (the "COMMON  STOCK"),  of the Company
for the amount indicated below as of the date specified below.

Conversion Date:
                                                          ----------------------

Amount to be converted:                                   $
                                                           ---------------------

Conversion Price:                                         $
                                                           ---------------------

Shares of Common Stock Issuable:
                                                          ----------------------

Amount of Debenture unconverted:                          $
                                                           ---------------------

Amount of Interest Converted:                             $
                                                           ---------------------

Conversion Price of Interest:                             $
                                                           ---------------------

Shares of Common Stock Issuable:
                                                          ----------------------

Amount of Liquidated Damages:                             $
                                                           ---------------------

Conversion Price of Liquidated Damages:                   $
                                                           ---------------------

Shares of Common Stock Issuable:
                                                          ----------------------

Total Number of shares of Common Stock to be issued:
                                                          ----------------------


                                   EXHIBIT I-1
<PAGE>

Please  issue  the  shares  of  Common  Stock in the  following  name and to the
following address:

Issue to:
                                                          ----------------------

Authorized Signature:
                                                          ----------------------

Name:
                                                          ----------------------

Title:
                                                          ----------------------

Phone #:
                                                          ----------------------

Broker DTC Participant Code:
                                                          ----------------------

Account Number*:
                                                          ----------------------


     * NOTE THAT RECEIVING BROKER MUST INITIATE TRANSACTION ON DWAC SYSTEM.



                                       2
<PAGE>

                                   EXHIBIT II

                   TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT

_________, 2004

---------------
------------------------------
---------------
Attention:

         RE:   NANOSCIENCE TECHNOLOGIES, INC.

Ladies and Gentlemen:

         We are counsel to Nanoscience Technologies,  Inc., a Nevada corporation
(the  "COMPANY"),  and have  represented  the  Company in  connection  with that
certain  Securities  Purchase  Agreement,  dated as of  December  __,  2004 (the
"SECURITIES PURCHASE AGREEMENT"),  entered into by and among the Company and the
Buyers set forth on  Schedule  I attached  thereto  (collectively  the  "BUYER")
pursuant  to which the  Company has agreed to sell to the Buyer a minimum of One
Million Dollars ($1,000,000) of secured convertible  debentures,  which shall be
convertible into shares (the "CONVERSION SHARES") of the Company's common stock,
par value $0.001 per share (the "COMMON Stock"), in accordance with the terms of
the  Securities  Purchase   Agreement.   Pursuant  to  the  Securities  Purchase
Agreement,  the Company also has entered into a Registration  Rights  Agreement,
dated as of December __, 2004, with the Buyer (the "INVESTOR REGISTRATION RIGHTS
AGREEMENT")  pursuant  to which the  Company  agreed,  among  other  things,  to
register the Conversion Shares under the Securities Act of 1933, as amended (the
"1933 ACT"). In connection with the Company's  obligations  under the Securities
Purchase Agreement and the Registration Rights Agreement,  on December __, 2004,
the  Company  filed a  Registration  Statement  (File  No.  ___-_________)  (the
"REGISTRATION  STATEMENT")  with the  Securities  and Exchange  Commission  (the
"SEC") relating to the sale of the Conversion Shares.

         In connection  with the  foregoing,  we advise you that a member of the
SEC's  staff has  advised  us by  telephone  that the SEC has  entered  an order
declaring the Registration  Statement  effective under the 1933 Act at 5:00 P.M.
on  __________,  2004 and we have no knowledge,  after  telephonic  inquiry of a
member of the SEC's staff,  that any stop order suspending its effectiveness has
been issued or that any  proceedings  for that  purpose are pending  before,  or
threatened  by, the SEC and the  Conversion  Shares are available for sale under
the 1933 Act pursuant to the Registration Statement.



                                  EXHIBIT II-1
<PAGE>

         The Buyer has  confirmed it shall comply with all  securities  laws and
regulations   applicable  to  it  including   applicable   prospectus   delivery
requirements upon sale of the Conversion Shares.

                                           Very truly yours,

                                           [COMPANY COUNSEL]



                                           By:
                                              ----------------------------------




                                  EXHIBIT II-2

<PAGE>

                                   EXHIBIT III

                   TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

                                 FORM OF OPINION

                                                           ________________ 2004

_________________ Transfer Co.
[ADD ADDRESS]_________________

Attention:  Compliance Department

            Re:  NANOSCIENCE TECHNOLOGIES, INC.

Ladies and Gentlemen:

         Nanoscience  Technologies,  Inc., a Nevada corporation (the "Company"),
has filed with the Securities and Exchange  Commission a Registration  Statement
on Form S-_, file no. 333-_________ (the "Registration Statement"), which became
effective  under  the  Securities  Act of  1933,  as  amended  (the  "Act"),  on
______________,  2004.  The  Registration  Statement and the related  prospectus
relates to up to  ________________  shares of common stock, $0.001 par value, of
the Company (the "Common Stock"),  which may be sold by the stockholders  listed
on Exhibit A to this opinion (the "Sellers").

         Unless we  advise  you  otherwise,  upon your  receipt  of  appropriate
written  representations  from the broker-dealers  acting for the Sellers to the
effect  that (i) the number of shares of Common  Stock sold by them  (limited to
the number listed opposite their  respective names in Exhibit A attached hereto)
have  been  sold  pursuant  to the  Registration  Statement  and (ii)  they have
delivered  a copy of the  Company's  prospectus  dated  __________,  2004 to the
purchasers  of  such  shares  of  Common  Stock,  you  may  issue   certificates
representing  such shares in the names of the transferees of the Sellers without
legend  regarding  restrictions  on  transfer  under the Act and remove all stop
transfer  orders with respect to the sold shares with respect to restrictions on
transfer under the Act.

         This letter is for your benefit only with respect to the matters as set
forth  above  and may not be relied  upon by any  other  person or for any other
purpose.

                                          Very truly yours,





                                  EXHIBIT III-1

<PAGE>

                                   EXHIBIT "A"

                         (LIST OF SELLING STOCKHOLDERS)

NAME:                                   NO. OF SHARES:
--------------------------------------  ----------------------------------------















                                   EXHIBIT A-1