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.

                                SECURED DEBENTURE

                         NANOSCIENCE TECHNOLOGIES, INC.

                        5% SECURED CONVERTIBLE DEBENTURE

                               DECEMBER ___, 2007



No. _____                                                          US$__________

         This Secured  Debenture  (the  "DEBENTURE")  is issued on December ___,
2004  (the  "CLOSING  DATE")  by  Nanoscience   Technologies,   Inc.,  a  Nevada
corporation (the "COMPANY"),  to __________________ (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  December  ___,  2005 in
lawful money of the United States of America and in immediately  available funds
the principal sum of ______________________________ ($_________),  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,

<PAGE>

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 the  lesser of (a) an
amount equal to one hundred  twenty  percent  (120%) of the closing bid price of
the Common Stock as listed on a Principal Market (as defined herein),  as quoted
by Bloomberg  L.P. (the "FIXED  PRICE") as of the date hereof,  or (b) an amount
equal to eighty  percent (80%) of the lowest  closing bid price of the Company's
Common  Stock,  as  quoted  by  Bloomberg,  LP,  for the five (5)  trading  days
immediately preceding the Conversion Date (as defined 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 the Fixed  Price (as defined  herein) 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)   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

                                       2
<PAGE>

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 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;

                                       3
<PAGE>

(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.

                                  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.

         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.

                                       4
<PAGE>

                                   ARTICLE V.

         SECTION 5.01 ANTI-DILUTION.  In the event that the Company shall at any
time subdivide the  outstanding  shares of Common Stock,  or shall issue a stock
dividend  on the  outstanding  Common  Stock,  the  Conversion  Price in  effect
immediately  prior to such subdivision or the issuance of such dividend shall be
proportionately  decreased,  and in the event that the Company shall at any time
combine the outstanding  shares of Common Stock,  the Conversion Price in effect
immediately  prior  to such  combination  shall  be  proportionately  increased,
effective at the close of business on the date of such subdivision,  dividend or
combination as the case may be.

         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 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.

                                       5
<PAGE>

                                  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:                 __________________
                                  101 Hudson Street, Suite 3700
                                  Jersey City, NJ 07303
                                  Telephone:  (201) 985-8300
                                  Facsimile:  (201) 985-8266

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.

                                       6
<PAGE>

         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:
                                               ---------------------------------
                                            Name:  David Rector
                                            Title: President & CEO



                                       7
<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