ESCROW AGREEMENT

         THIS ESCROW AGREEMENT (this "AGREEMENT") is made and entered into as of
December 13, 2004  NANOSCIENCE   TECHNOLOGIES,  INC., a Nevada  corporation (the
"COMPANY");  the Buyer(s) listed on the Securities Purchase Agreement, dated the
date hereof (also referred to as the "INVESTOR(S)"),  and DAVID GONZALEZ,  ESQ.,
as Escrow Agent hereunder (the "ESCROW AGENT").

                                   BACKGROUND

         WHEREAS, the Company and the Investor(s) have entered into a Securities
Purchase Agreement (the "SECURITIES PURCHASE  AGREEMENT"),  dated as of the date
hereof,  pursuant to which the  Company  proposes  to sell  secured  convertible
debentures (the  "CONVERTIBLE  DEBENTURES")  which shall be convertible into the
Company's Common Stock, par value US$0.001 per share (the "COMMON STOCK"),  at a
price per share  equal to the  Purchase  Price,  as that term is  defined in the
Securities Purchase  Agreement.  The Securities Purchase Agreement provides that
the Investor(s) shall deposit the purchase amount in a segregated escrow account
to be held by Escrow Agent in order to effectuate a disbursement  to the Company
at a closing to be held as set forth in the Securities  Purchase  Agreement (the
"CLOSING").

         WHEREAS,  the  Company  intends  to sell  Convertible  Securities  (the
"OFFERING").

         WHEREAS,  Escrow  Agent has agreed to accept,  hold,  and  disburse the
funds deposited with it in accordance with the terms of this Agreement.

         WHEREAS,  in order to  establish  the escrow of funds and to effect the
provisions of the Securities Purchase Agreement, the parties hereto have entered
into this Agreement.

         NOW THEREFORE,  in consideration of the foregoing,  it is hereby agreed
as follows:

            1.  DEFINITIONS.  The  following  terms  shall  have  the  following
meanings when used herein:

            a. "ESCROW  FUNDS" shall mean the funds  deposited with Escrow Agent
pursuant to this Agreement.

            b. "JOINT WRITTEN DIRECTION" shall mean a written direction executed
by the Investor(s) and the Company  directing  Escrow Agent to disburse all or a
portion  of the  Escrow  Funds or to take or  refrain  from  taking  any  action
pursuant to this Agreement.

            c. "ESCROW PERIOD" shall begin with the commencement of the Offering
and shall terminate upon the earlier to occur of the following dates:

               (i)  The  date  upon  which  Escrow  Agent  confirms  that it has
received  in the  Escrow  Account  all  of  the  proceeds  of  the  sale  of the
Convertible Debentures;

<PAGE>

               (ii)  The  expiration  of  twenty  (20)  days  from  the  date of
commencement  of the  Offering  (unless  extended  by mutual  written  agreement
between the Company and the Investor(s)  with a copy of such extension to Escrow
Agent); or

               (iii) The date upon which a determination  is made by the Company
and the  Investor(s)  to  terminate  the  Offering  prior to the sale of all the
Convertible Debentures.

         During the Escrow  Period,  the Company and the  Investor(s)  are aware
that they are not  entitled  to any funds  received  into  escrow and no amounts
deposited in the Escrow  Account shall become the property of the Company or the
Investor(s)  or any other  entity,  or be subject to the debts of the Company or
the Investor(s) or any other entity.

         2.  APPOINTMENT OF AND ACCEPTANCE BY ESCROW AGENT.  The Investor(s) and
the Company  hereby  appoint  Escrow Agent to serve as Escrow  Agent  hereunder.
Escrow Agent hereby accepts such  appointment and, upon receipt by wire transfer
of the Escrow Funds in accordance with Section 3 below,  agrees to hold,  invest
and disburse the Escrow Funds in accordance with this Agreement.

            a. The Company hereby  acknowledges that the Escrow Agent is general
counsel to the Investor(s), a partner in the general partner of the Investor(s),
and counsel to the Investor(s) in connection with the transactions  contemplated
and referred herein. The Company agrees that in the event of any dispute arising
in connection  with this Escrow  Agreement or otherwise in  connection  with any
transaction  or agreement  contemplated  and referred  herein,  the Escrow Agent
shall be permitted to continue to represent the Investor(s) and the Company will
not seek to disqualify such counsel.

         3.  CREATION  OF  ESCROW  FUNDS.  On  or  prior  to  the  date  of  the
commencement of the Offering, the parties shall establish an escrow account with
the Escrow Agent, which escrow account shall be entitled as follows: Nanoscience
Technologies,  Inc./Highgate  House, LP/  MontgomeryEquity  Partners,  LP Escrow
Account for the  deposit of the Escrow  Funds.  The  Investor(s)  will  instruct
subscribers to wire funds to the account of the Escrow Agent as follows:

BANK:                         Wachovia, N.A. of New Jersey

ROUTING #:                    031201467

ACCOUNT #:                    2000014931134

NAME ON ACCOUNT:              David Gonzalez PC
                              Attorney Escrow Account

NAME ON SUB-ACCOUNT:          Nanoscience Technologies, Inc./Highgate House,
                              LP/MontgomeryEquity Partners, LP Escrow account

         4. DEPOSITS INTO THE ESCROW ACCOUNT.  The Investor(s)  agrees that they
shall promptly  deliver funds for the payment of the  Convertible  Debentures to
Escrow Agent for deposit in the Escrow Account.

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<PAGE>

         5. DISBURSEMENTS FROM THE ESCROW ACCOUNT.

            a. The Escrow Agent will continue to hold such funds until  Highgate
House,  LP or  MontgomeryEquity  Partners,  LP on behalf of the  Investor(s) and
Company execute a Joint Written Direction directing the Escrow Agent to disburse
the Escrow Funds pursuant to Joint Written  Direction  signed by the Company and
the  Investor(s).  In disbursing such funds,  Escrow Agent is authorized to rely
upon such Joint Written  Direction from the Company and the  Investor(s) and may
accept any  signatory  from the  Company  listed on the  signature  page to this
Agreement and any signature from the  Investor(s)  that the Escrow Agent already
has on file.

            b. In the event  Escrow  Agent  does not  receive  the amount of the
Escrow Funds from the Investor(s), Escrow Agent shall notify the Company and the
Investor(s). Upon receipt of payment instructions from the Company, Escrow Agent
shall refund to each subscriber  without  interest the amount received from each
Investor(s),  without  deduction,  penalty,  or expense to the  subscriber.  The
purchase  money returned to each  subscriber  shall be free and clear of any and
all claims of the Company, the Investor(s) or any of their creditors.

            c. In the event  Escrow  Agent does receive the amount of the Escrow
Funds  prior to  expiration  of the Escrow  Period,  in no event will the Escrow
Funds be released to the Company  until such amount is received by Escrow  Agent
in collected funds. For purposes of this Agreement,  the term "collected  funds"
shall mean all funds  received by Escrow Agent which have cleared normal banking
channels and are in the form of cash.

         6. COLLECTION  PROCEDURE.  Escrow Agent is hereby authorized to deposit
the proceeds of each wire in the Escrow Account.

         7. SUSPENSION OF PERFORMANCE:  DISBURSEMENT INTO COURT. If at any time,
there  shall exist any dispute  between  the  Company and the  Investor(s)  with
respect to  holding or  disposition  of any  portion of the Escrow  Funds or any
other  obligations of Escrow Agent hereunder,  or if at any time Escrow Agent is
unable to determine, to Escrow Agent's sole satisfaction, the proper disposition
of any portion of the Escrow Funds or Escrow Agent's proper actions with respect
to its obligations hereunder, or if the parties have not within thirty (30) days
of the furnishing by Escrow Agent of a notice of resignation pursuant to Section
9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent
may, in its sole discretion, take either or both of the following actions:

            a.  suspend the  performance  of any of its  obligations  (including
without  limitation any  disbursement  obligations)  under this Escrow Agreement
until such dispute or uncertainty  shall be resolved to the sole satisfaction of
Escrow Agent or until a successor  Escrow Agent shall be appointed  (as the case
may be);  provided  however,  Escrow  Agent shall  continue to invest the Escrow
Funds in accordance with Section 8 hereof; and/or

            b.  petition  (by  means  of an  interpleader  action  or any  other
appropriate method) any court of competent  jurisdiction in any venue convenient
to Escrow Agent, for  instructions  with respect to such dispute or uncertainty,
and to the  extent  required  by law,  pay into  such  court,  for  holding  and
disposition in accordance with the instructions of such court, all funds held by
it in the Escrow Funds,  after deduction and payment to Escrow Agent of all fees

                                       3
<PAGE>

and expenses  (including  court costs and attorneys'  fees) payable to, incurred
by, or expected to be incurred by Escrow Agent in connection with performance of
its duties and the exercise of its rights hereunder.

            c.  Escrow  Agent  shall  have  no  liability  to the  Company,  the
Investor(s), or any person with respect to any such suspension of performance or
disbursement  into  court,  specifically  including  any  liability  or  claimed
liability that may arise, or be alleged to have arisen, out of or as a result of
any delay in the  disbursement of funds held in the Escrow Funds or any delay in
with respect to any other action required or requested of Escrow Agent.

         8.  INVESTMENT OF ESCROW  FUNDS.  Escrow Agent shall deposit the Escrow
Funds in a non-interest bearing account.

         If Escrow Agent has not received a Joint Written  Direction at any time
that an investment decision must be made, Escrow Agent shall maintain the Escrow
Funds, or such portion thereof,  as to which no Joint Written Direction has been
received, in a non-interest bearing account.

         9.  RESIGNATION  AND REMOVAL OF ESCROW  AGENT.  Escrow Agent may resign
from the  performance of its duties  hereunder at any time by giving thirty (30)
days' prior  written  notice to the  parties or may be removed,  with or without
cause, by the parties,  acting jointly,  by furnishing a Joint Written Direction
to Escrow  Agent,  at any time by the  giving of ten (10)  days'  prior  written
notice  to  Escrow  Agent as  provided  herein  below.  Upon any such  notice of
resignation or removal,  the  representatives of the Investor(s) and the Company
identified  in Sections  13a.(iv) and 13b.(iv),  below,  jointly shall appoint a
successor  Escrow  Agent  hereunder,  which shall be a  commercial  bank,  trust
company or other financial  institution  with a combined  capital and surplus in
excess of US$10,000,000.00. Upon the acceptance in writing of any appointment of
Escrow Agent hereunder by a successor Escrow Agent,  such successor Escrow Agent
shall  thereupon  succeed  to and become  vested  with all the  rights,  powers,
privileges  and duties of the retiring  Escrow  Agent,  and the retiring  Escrow
Agent  shall be  discharged  from its duties and  obligations  under this Escrow
Agreement,  but shall not be discharged  from any liability for actions taken as
Escrow Agent  hereunder  prior to such  succession.  After any  retiring  Escrow
Agent's  resignation or removal,  the provisions of this Escrow  Agreement shall
inure to its benefit as to any actions  taken or omitted to be taken by it while
it was Escrow Agent under this Escrow Agreement. The retiring Escrow Agent shall
transmit all records pertaining to the Escrow Funds and shall pay all funds held
by it in the Escrow Funds to the successor Escrow Agent,  after making copies of
such records as the retiring  Escrow Agent deems  advisable and after  deduction
and payment to the retiring  Escrow  Agent of all fees and  expenses  (including
court costs and  attorneys'  fees)  payable to,  incurred  by, or expected to be
incurred by the retiring  Escrow Agent in connection with the performance of its
duties and the exercise of its rights hereunder.

         10. LIABILITY OF ESCROW AGENT.

            a. Escrow Agent shall have no liability or  obligation  with respect
to the Escrow  Funds  except  for Escrow  Agent's  willful  misconduct  or gross
negligence.  Escrow Agent's sole  responsibility  shall be for the  safekeeping,
investment, and disbursement of the Escrow Funds in accordance with the terms of
this  Agreement.  Escrow Agent shall have no

                                       4
<PAGE>

implied duties or obligations  and shall not be charged with knowledge or notice
or any fact or circumstance not specifically set forth herein.  Escrow Agent may
rely  upon  any  instrument,  not  only as to its due  execution,  validity  and
effectiveness,  but  also  as to the  truth  and  accuracy  of  any  information
contained herein,  which Escrow Agent shall in good faith believe to be genuine,
to have been signed or presented by the person or parties purporting to sign the
same and conform to the provisions of this  Agreement.  In no event shall Escrow
Agent be liable for incidental, indirect, special, and consequential or punitive
damages.  Escrow  Agent  shall  not be  obligated  to take any  legal  action or
commence any  proceeding  in connection  with the Escrow  Funds,  any account in
which Escrow Funds are deposited,  this Agreement or the Purchase Agreement,  or
to appear in,  prosecute or defend any such legal action or  proceeding.  Escrow
Agent may consult  legal  counsel  selected by it in any event of any dispute or
question  as to  construction  of any of the  provisions  hereof or of any other
agreement  or its duties  hereunder,  or relating to any dispute  involving  any
party hereto,  and shall incur no liability and shall be fully  indemnified from
any  liability   whatsoever  in  acting  in  accordance   with  the  opinion  or
instructions  of such  counsel.  The  Company  and the  Investor(s)  jointly and
severally  shall promptly pay, upon demand,  the reasonable fees and expenses of
any such counsel.

            b. Escrow Agent is hereby  authorized,  in its sole  discretion,  to
comply with orders  issued or process  entered by any court with  respect to the
Escrow Funds, without determination by Escrow Agent of such court's jurisdiction
in the  matter.  If any  portion  of the Escrow  Funds is at any time  attached,
garnished  or  levied  upon  under  any  court  order,  or in case the  payment,
assignment,  transfer,  conveyance  or  delivery of any such  property  shall be
stayed or  enjoined  by any court  order,  or in any case any order  judgment or
decree shall be made or entered by any court affecting such property or any part
thereof,  then and in any such event,  Escrow Agent is  authorized,  in its sole
discretion, to rely upon and comply with any such order, writ judgment or decree
which it is advised by legal counsel  selected by it,  binding upon it,  without
the need for appeal or other action;  and if Escrow Agent complies with any such
order,  writ,  judgment or decree,  it shall not be liable to any of the parties
hereto or to any other person or entity by reason of such compliance even though
such order,  writ  judgment or decree may be  subsequently  reversed,  modified,
annulled, set aside or vacated.

         11.  INDEMNIFICATION  OF ESCROW AGENT.  From and at all times after the
date of this Agreement, the parties jointly and severally, shall, to the fullest
extent  permitted by law and to the extent provided  herein,  indemnify and hold
harmless Escrow Agent and each director, officer, employee,  attorney, agent and
affiliate of Escrow Agent (collectively,  the "INDEMNIFIED PARTIES") against any
and all actions,  claims (whether or not valid), losses,  damages,  liabilities,
costs  and  expenses  of  any  kind  or  nature  whatsoever  (including  without
limitation  reasonable  attorney's  fees,  costs and  expenses)  incurred  by or
asserted against any of the Indemnified  Parties from and after the date hereof,
whether direct, indirect or consequential,  as a result of or arising from or in
any way relating to any claim,  demand,  suit, action, or proceeding  (including
any inquiry or  investigation) by any person,  including without  limitation the
parties to this Agreement,  whether  threatened or initiated,  asserting a claim
for any legal or  equitable  remedy  against  any  person  under any  statute or
regulation, including, but not limited to, any federal or state securities laws,
or under any common law or  equitable  cause or  otherwise,  arising  from or in
connection with the negotiation,  preparation, execution, performance or failure
of performance of this Agreement or any transaction contemplated herein, whether
or not any such  Indemnified  Party is a party to any such action or proceeding,
suit or the target of any such inquiry or

                                       5
<PAGE>

investigation; provided, however, that no Indemnified Party shall have the right
to be  indemnified  hereunder  for  liability  finally  determined by a court of
competent jurisdiction,  subject to no further appeal, to have resulted from the
gross negligence or willful  misconduct of such  Indemnified  Party. If any such
action or claim shall be brought or asserted against any Indemnified Party, such
Indemnified  Party  shall  promptly  notify  the  Company  and  the  Investor(s)
hereunder  in writing,  and the  Investor(s)  and the Company  shall  assume the
defense  thereof,  including  the  employment  of counsel and the payment of all
expenses.  Such Indemnified Party shall, in its sole discretion,  have the right
to employ separate counsel (who may be selected by such Indemnified Party in its
sole discretion) in any such action and to participate and to participate in the
defense thereof, and the fees and expenses of such counsel shall be paid by such
Indemnified  Party,  except that the  Investor(s)  and/or the  Company  shall be
required  to pay such fees and  expense if (a) the  Investor(s)  or the  Company
agree to pay such fees and expenses,  or (b) the Investor(s)  and/or the Company
shall fail to assume the defense of such action or  proceeding or shall fail, in
the sole  discretion of such  Indemnified  Party,  to employ counsel  reasonably
satisfactory to the Indemnified Party in any such action or proceeding,  (c) the
Investor(s)  and the Company are the  plaintiff in any such action or proceeding
or (d)  the  named  or  potential  parties  to any  such  action  or  proceeding
(including  any  potentially  impleaded  parties)  include both the  Indemnified
Party,  the Company and/or the Investor(s) and the Indemnified  Party shall have
been advised by counsel that there may be one or more legal  defenses  available
to it which are different  from or additional to those  available to the Company
or the  Investor(s).  The  Investor(s)  and the  Company  shall be  jointly  and
severally  liable to pay fees and expenses of counsel  pursuant to the preceding
sentence, except that any obligation to pay under clause (a) shall apply only to
the party so agreeing.  All such fees and expenses payable by the Company and/or
the  Investor(s)  pursuant to the foregoing  sentence shall be paid from time to
time as  incurred,  both in advance of and after the final  disposition  of such
action or claim. The obligations of the parties under this section shall survive
any  termination  of this  Agreement,  and  resignation or removal of the Escrow
Agent shall be independent of any obligation of Escrow Agent.

         The  parties  agree  that  neither   payment  by  the  Company  or  the
Investor(s)  of any claim by Escrow Agent for  indemnification  hereunder  shall
impair,  limit,  modify,  or affect, as between the Investor(s) and the Company,
the respective  rights and obligations of Investor(s),  on the one hand, and the
Company, on the other hand.

         12.  EXPENSES  OF ESCROW  AGENT.  Except as set forth in Section 11 the
Company shall  reimburse  Escrow Agent for all of its  reasonable  out-of-pocket
expenses,  including  attorneys' fees, travel expenses,  telephone and facsimile
transmission  costs,  postage  (including  express mail and  overnight  delivery
charges),   copying  charges  and  the  like.  All  of  the   compensation   and
reimbursement  obligations  set forth in this  Section  shall be  payable by the
Company,  upon demand by Escrow Agent. The obligations of the Company under this
Section shall survive any  termination of this Agreement and the  resignation or
removal of Escrow Agent.

         13. WARRANTIES.

            a.  The  Investor(s)   makes  the  following   representations   and
warranties to Escrow Agent:

                                       6
<PAGE>

               (i) The  Investor(s)  has full power and authority to execute and
deliver this Agreement and to perform its obligations hereunder.

               (ii) This  Agreement  has been  duly  approved  by all  necessary
action of the  Investor(s),  including  any  necessary  approval  of the limited
partner of the Investor(s) or necessary corporate approval,  as applicable,  has
been executed by duly  authorized  officers of the  Investor(s),  enforceable in
accordance with its terms.

               (iii) The execution, delivery, and performance of the Investor(s)
of this Agreement will not violate,  conflict with, or cause a default under any
agreement  of  limited   partnership  of  Investor(s)  or  the   certificate  of
incorporation or bylaws of the Investor(s) (as  applicable),  any applicable law
or regulation,  any court order or administrative  ruling or degree to which the
Investor(s)  is a party or any of its  property  is subject,  or any  agreement,
contract, indenture, or other binding arrangement.

               (iv)  Mark  Angelo  has  been  duly   appointed  to  act  as  the
representative of the Investor(s)  hereunder and has full power and authority to
execute,  deliver, and perform this Escrow Agreement, to execute and deliver any
Joint  Written  Direction,  to amend,  modify,  or waive any  provision  of this
Agreement,  and  to  take  any  and  all  other  actions  as  the  Investor(s)'s
representative  under this  Agreement,  all without further consent or direction
form, or notice to, the Investor(s) or any other party.

               (v) No party other than the parties  hereto and the  Investor(s)s
have, or shall have, any lien, claim or security interest in the Escrow Funds or
any part thereof. No financing statement under the Uniform Commercial Code is on
file in any jurisdiction  claiming a security interest in or describing (whether
specifically or generally) the Escrow Funds or any part thereof.

               (vi) All of the representations and warranties of the Investor(s)
contained  herein are true and  complete  as of the date hereof and will be true
and complete at the time of any disbursement from the Escrow Funds.

            b. The Company makes the following representations and warranties to
 the Escrow Agent:

               (i)  The  Company  is  a  corporation  duly  organized,   validly
existing,  and in good  standing  under the laws of the State of Nevada  and has
full power and  authority to execute and deliver this  Agreement  and to perform
its obligations hereunder.

               (ii) This  Agreement  has been  duly  approved  by all  necessary
corporate action of the Company,  including any necessary  shareholder approval,
has been executed by duly  authorized  officers of the Company,  enforceable  in
accordance with its terms.

               (iii) The execution,  delivery, and performance by the Company of
this Agreement is in accordance with the Securities  Purchase Agreement and will
not  violate,  conflict  with,  or cause a  default  under  the  certificate  of
incorporation  or bylaws of the Company,  any applicable law or regulation,  any
court order or  administrative  ruling or decree to which the Company is a party
or any of its property is subject,  or any agreement,  contract,  indenture,  or

                                       7
<PAGE>

other  binding  arrangement,  including  without  limitation  to the  Securities
Purchase Agreement, to which the Company is a party.

               (iv)  David  Rector  has  been  duly  appointed  to  act  as  the
representative  of the Company  hereunder  and has full power and  authority  to
execute,  deliver, and perform this Agreement,  to execute and deliver any Joint
Written Direction, to amend, modify or waive any provision of this Agreement and
to take all other actions as the Company's  Representative under this Agreement,
all without  further consent or direction from, or notice to, the Company or any
other party.

               (v) No party other than the parties  hereto and the  Investor(s)s
have, or shall have, any lien, claim or security interest in the Escrow Funds or
any part thereof. No financing statement under the Uniform Commercial Code is on
file in any jurisdiction  claiming a security interest in or describing (whether
specifically or generally) the Escrow Funds or any part thereof.

               (vi) All of the  representations  and  warranties  of the Company
contained  herein are true and  complete  as of the date hereof and will be true
and complete at the time of any disbursement from the Escrow Funds.

         14.  CONSENT TO  JURISDICTION  AND  VENUE.  In the event that any party
hereto commences a lawsuit or other proceeding  relating to or arising from this
Agreement,  the parties  hereto agree that the United States  District Court for
the District of New Jersey shall have the sole and exclusive  jurisdiction  over
any  such   proceeding.   If  all  such  courts  lack  federal   subject  matter
jurisdiction,  the parties agree that the Superior Court Division of New Jersey,
Chancery  Division of Hudson County shall have sole and exclusive  jurisdiction.
Any of these  courts  shall be proper  venue for any such  lawsuit  or  judicial
proceeding and the parties hereto waive any objection to such venue. The parties
hereto consent to and agree to submit to the  jurisdiction  of any of the courts
specified  herein  and agree to accept the  service of process to vest  personal
jurisdiction over them in any of these courts.

         15. NOTICE. All notices and other communications  hereunder shall be in
writing and shall be deemed to have been validly served, given or delivered five
(5) days after deposit in the United States mails, by certified mail with return
receipt requested and postage prepaid,  when delivered  personally,  one (1) day
delivered  to  any  overnight   courier,   or  when   transmitted  by  facsimile
transmission  and upon  confirmation of receipt and addressed to the party to be
notified as follows:

If to Investor(s), to:            Highgate House, LP
                                  101 Hudson Street - Suite 3700
                                  Jersey City, NJ 07302
                                  Attention:  Mark Angelo
                                              Portfolio Manager
                                  Telephone:  (201) 985-8300
                                  Facsimile:  (201) 985-8266

                                       8
<PAGE>

                                  Montgomery Partner, LP
                                  101 Hudson Street - Suite 3700
                                  Jersey City, NJ 07302
                                  Attention:  Mark Angelo
                                              Portfolio Manager
                                  Telephone:  (201) 985-8300
                                  Facsimile:  (201) 985-8266

If to Escrow Agent, to:           David Gonzalez, Esq.
                                  101 Hudson Street - Suite 3700
                                  Jersey City, NJ 07302
                                  Telephone:  (201) 985-8300
                                  Facsimile:  (201) 985-8266

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

Or to such other address as each party may designate for itself by like notice.

         16.  AMENDMENTS  OR WAIVER.  This  Agreement  may be  changed,  waived,
discharged  or terminated  only by a writing  signed by the parties  hereto.  No
delay or omission by any party in exercising any right with respect hereto shall
operate as waiver.  A waiver on any one occasion shall not be construed as a bar
to, or waiver of, any right or remedy on any future occasion.

         17.  SEVERABILITY.  To the extent any  provision  of this  Agreement is
prohibited  by  or  invalid  under  applicable  law,  such  provision  shall  be
ineffective  to  the  extent  of  such  prohibition,   or  invalidity,   without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

         18. GOVERNING LAW. This Agreement shall be construed and interpreted in
accordance  with the internal laws of the State of Nevada  without giving effect
to the conflict of laws principles thereof.

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<PAGE>

         19. ENTIRE AGREEMENT.  This Agreement  constitutes the entire Agreement
between the parties relating to the holding, investment, and disbursement of the
Escrow Funds and sets forth in their entirety the  obligations and duties of the
Escrow Agent with respect to the Escrow Funds.

         20. BINDING EFFECT. All of the terms of this Agreement, as amended from
time to time,  shall be binding upon, inure to the benefit of and be enforceable
by the respective heirs, successors and assigns of the Investor(s), the Company,
or the Escrow Agent.

         21.  EXECUTION OF  COUNTERPARTS.  This  Agreement and any Joint Written
Direction  may be  executed  in  counter  parts,  which when so  executed  shall
constitute one and same agreement or direction.

         22.  TERMINATION.  Upon the first to occur of the  disbursement  of all
amounts  in the  Escrow  Funds  pursuant  to  Joint  Written  Directions  or the
disbursement of all amounts in the Escrow Funds into court pursuant to Section 7
hereof,  this Agreement  shall  terminate and Escrow Agent shall have no further
obligation or liability  whatsoever with respect to this Agreement or the Escrow
Funds.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


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<PAGE>

         IN WITNESS  WHEREOF the parties have hereunto set their hands and seals
the day and year above set forth.

                                        NANOSCIENCE TECHNOLOGIES, INC.

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


                                        HIGHGATE HOUSE, LP

                                        BY:    YORKVILLE ADVISORS, LLC
                                        ITS:   GENERAL PARTNER

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


                                        MONTGOMERY EQUITY PARTNERS, LP

                                        BY:   YORKVILLE ADVISORS, LLC
                                        ITS:  GENERAL PARTNER

                                        By: /s/ Mark Angelo
                                            ------------------------------------
                                        Name: Mark Angelo
                                        MONTGOMERY EQUITY PARTNERS, LP


                                        ESCROW AGENT


                                        By: /s/ David Gonzalez
                                            ------------------------------------
                                        Name: David Gonzalez, Esq.




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