NANOSCIENCE TECHNOLOGIES, INC.
                            PLACEMENT AGENT AGREEMENT


                                                  Dated as of: December 13, 2004

Newbridge Securities Corporation
1451 Cypress Creek Road, Suite 204
Fort Lauderdale, Florida 33309

Ladies and Gentlemen:

         The undersigned,  Nanoscience Technologies,  Inc., a Nevada corporation
(the  "COMPANY"),  hereby  agrees with  Newbridge  Securities  Corporation  (the
"PLACEMENT  AGENT")  and  Cornell  Capital  Partners,  LP,  a  Delaware  Limited
Partnership (the "INVESTOR"), as follows:

         1. OFFERING.  The Company hereby engages the Placement  Agent to act as
its exclusive placement agent in connection with the Standby Equity Distribution
Agreement dated the date hereof (the "STANDBY EQUITY  DISTRIBUTION  AGREEMENT"),
pursuant to which the Company shall issue and sell to the Investor, from time to
time, and the Investor  shall  purchase from the Company (the  "OFFERING") up to
Five  Million  U.S.  Dollars  ($5,000,000)  of the  Company's  common stock (the
"COMMITMENT  AMOUNT"),  par value  US$0.001 per share (the "COMMON  STOCK"),  at
price per share  equal to the  Purchase  Price,  as that term is  defined in the
Standby  Equity  Distribution  Agreement.  The Placement  Agent  services  shall
consist of reviewing the terms of the Standby Equity Distribution  Agreement and
advising the Company with respect to those terms.

         All  capitalized  terms used herein and not  otherwise  defined  herein
shall  have  the  same  meaning  ascribed  to  them  as in  the  Standby  Equity
Distribution Agreement. The Investor will be granted certain registration rights
with  respect  to the Common  Stock as more fully set forth in the  Registration
Rights Agreement between the Company and the Investor dated the date hereof (the
"REGISTRATION RIGHTS AGREEMENT").  The documents to be executed and delivered in
connection  with the  Offering,  including,  but not limited,  to the  Company's
latest  Quarterly  Report  on Form  10-QSB  as  filed  with  the  United  States
Securities  and  Exchange  Commission,   this  Agreement,   the  Standby  Equity
Distribution  Agreement,  the  Registration  Rights  Agreement,  and the  Escrow
Agreement  dated the date  hereof  (the  "ESCROW  AGREEMENT"),  are  referred to
sometimes  hereinafter  collectively as the "OFFERING  MATERIALS." The Company's
Common Stock  purchased by the Investor  hereunder or to be issued in connection
with the conversion of any  debentures are sometimes  referred to hereinafter as
the  "SECURITIES."  The  Placement  Agent  shall  not be  obligated  to sell any
Securities.

         2. COMPENSATION.

            A. Upon the execution of this Agreement,  the Company shall issue to
the Placement Agent or its designee  shares of the Company's  Common Stock in an
amount  equal to

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Ten Thousand U.S.  Dollars  (US$10,000)  divided by the volume weighted  average
price of the  Company's  Common Stock,  as quoted by Bloomberg,  LP, on the date
hereof (the "PLACEMENT  AGENT'S SHARES").  The Placement Agent shall be entitled
to "piggy-back"  registration rights, which shall be triggered upon registration
of any shares of Common  Stock by the  Investor  with  respect to the  Placement
Agent's Shares  pursuant to the  Registration  Rights  Agreement  dated the date
hereof.

         3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLACEMENT AGENT.

            A.  The  Placement  Agent  represents,  warrants  and  covenants  as
follows:

               (i) The  Placement  Agent has the  necessary  power to enter into
this Agreement and to consummate the transactions contemplated hereby.

               (ii) The execution  and delivery by the  Placement  Agent of this
Agreement and the consummation of the transactions  contemplated herein will not
result in any  violation  of, or be in conflict  with,  or  constitute a default
under, any agreement or instrument to which the Placement Agent is a party or by
which the Placement Agent or its properties are bound, or any judgment,  decree,
order or, to the Placement Agent's  knowledge,  any statute,  rule or regulation
applicable to the Placement Agent. This Agreement when executed and delivered by
the Placement Agent, will constitute the legal, valid and binding obligations of
the Placement  Agent,  enforceable in accordance  with their  respective  terms,
except  to the  extent  that (a) the  enforceability  hereof or  thereof  may be
limited by bankruptcy,  insolvency,  reorganization,  moratorium or similar laws
from time to time in effect and affecting the rights of creditors generally, (b)
the enforceability hereof or thereof is subject to general principles of equity,
or (c) the  indemnification  provisions  hereof or thereof  may be held to be in
violation of public policy.

               (iii) Upon receipt and execution of this Agreement, the Placement
Agent will  promptly  forward  copies of this  Agreement  to the  Company or its
counsel and the Investor or its counsel.

               (iv) The Placement Agent will not  intentionally  take any action
that it reasonably  believes  would cause the Offering to violate the provisions
of the  Securities  Act of 1933,  as amended  (the "1933 ACT"),  the  Securities
Exchange  Act of 1934 (the "1934 ACT"),  the  respective  rules and  regulations
promulgated  thereunder (the "RULES AND  REGULATIONS")  or applicable "Blue Sky"
laws of any state or jurisdiction.

               (v) The Placement  Agent is a member of the National  Association
of Securities Dealers, Inc., and is a broker-dealer registered as such under the
1934 Act and under the  securities  laws of the  states in which the  Securities
will be offered or sold by the  Placement  Agent  unless an  exemption  for such
state  registration is available to the Placement  Agent. The Placement Agent is
in  material  compliance  with  the  rules  and  regulations  applicable  to the
Placement Agent generally and applicable to the Placement Agent's  participation
in the Offering.

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<PAGE>

         4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

            A. The Company represents and warrants as follows:

               (i)  The  execution,  delivery  and  performance  of each of this
Agreement,  the Standby Equity Distribution Agreement, the Escrow Agreement, and
the  Registration  Rights  Agreement  has  been  or will  be  duly  and  validly
authorized by the Company and is, or with respect to this Agreement, the Standby
Equity Distribution Agreement, the Escrow Agreement, and the Registration Rights
Agreement, will be a valid and binding agreement of the Company,  enforceable in
accordance  with  its  respective  terms,  except  to the  extent  that  (a) the
enforceability  hereof or  thereof  may be limited  by  bankruptcy,  insolvency,
reorganization,  moratorium  or  similar  laws from  time to time in effect  and
affecting the rights of creditors  generally,  (b) the enforceability  hereof or
thereof is subject to general  principles  of equity or (c) the  indemnification
provisions  hereof or thereof may be held to be in violation  of public  policy.
The Securities to be issued  pursuant to the  transactions  contemplated by this
Agreement  and  the  Standby  Equity  Distribution   Agreement  have  been  duly
authorized and, when issued and paid for in accordance with this Agreement,  the
Standby   Equity   Distribution   Agreement  and  the   certificates/instruments
representing  such  Securities,  will be valid and  binding  obligations  of the
Company,  enforceable in accordance with their respective  terms,  except to the
extent  that  (1) the  enforceability  thereof  may be  limited  by  bankruptcy,
insolvency,  reorganization,  moratorium  or  similar  laws from time to time in
effect  and   affecting  the  rights  of  creditors   generally,   and  (2)  the
enforceability thereof is subject to general principles of equity. All corporate
action  required  to be taken for the  authorization,  issuance  and sale of the
Securities has been duly and validly taken by the Company.

               (ii) The Company has a duly  authorized,  issued and  outstanding
capitalization  as set  forth  herein  and in the  Standby  Equity  Distribution
Agreement.  The Company is not a party to or bound by any instrument,  agreement
or other  arrangement  providing  for it to issue  any  capital  stock,  rights,
warrants, options or other securities, except for this Agreement, the agreements
described herein and as described in the Standby Equity Distribution  Agreement,
dated the date  hereof  and the  agreements  described  therein.  All issued and
outstanding  securities of the Company,  have been duly  authorized  and validly
issued and are fully paid and non-assessable; the holders thereof have no rights
of rescission or preemptive  rights with respect  thereto and are not subject to
personal liability solely by reason of being security holders;  and none of such
securities  were issued in violation of the preemptive  rights of any holders of
any security of the Company.

               (iii)  The  Common  Stock to be issued  in  accordance  with this
Agreement and the Standby Equity Distribution Agreement has been duly authorized
and, when issued and paid for in  accordance  with this  Agreement,  the Standby
Equity   Distribution   Agreement   and   the   Compensation   Debenture,    the
certificates/instruments  representing such Common Stock will be validly issued,
fully-paid  and  non-assessable;  the  holders  thereof  will not be  subject to
personal  liability solely by reason of being such holders;  such Securities are
not and will not be  subject  to the  preemptive  rights  of any  holder  of any
security of the Company.

               (iv) The Company has good and  marketable  title to, or valid and
enforceable  leasehold  estates  in,  all  items of real and  personal  property
necessary to conduct its

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business (including, without limitation, any real or personal property stated in
the Offering Materials to be owned or leased by the Company),  free and clear of
all liens, encumbrances,  claims, security interests and defects of any material
nature  whatsoever,  other than those set forth in the  Offering  Materials  and
liens for taxes not yet due and payable.

               (v) There is no litigation or governmental proceeding pending or,
to the best of the Company's  knowledge,  threatened  against,  or involving the
properties  or  business  of the  Company,  except as set forth in the  Offering
Materials.

               (vi) The Company has been duly organized and is validly  existing
as a corporation in good standing under the laws of the State of Nevada.  Except
as set forth in the  Offering  Materials,  the Company  does not own or control,
directly  or  indirectly,  an interest  in any other  corporation,  partnership,
trust,  joint venture or other business entity. The Company is duly qualified or
licensed and in good standing as a foreign  corporation in each  jurisdiction in
which the character of its operations  requires such  qualification or licensing
and where  failure to so qualify  would  have a material  adverse  effect on the
Company.  The Company has all requisite  corporate power and authority,  and all
material and necessary authorizations, approvals, orders, licenses, certificates
and  permits  of and from  all  governmental  regulatory  officials  and  bodies
(domestic  and foreign) to conduct its  businesses  (and  proposed  business) as
described in the Offering  Materials.  Any disclosures in the Offering Materials
concerning the effects of foreign,  federal,  state and local  regulation on the
Company's  businesses as currently  conducted and as contemplated are correct in
all material  respects and do not omit to state a material fact. The Company has
all  corporate  power and  authority to enter into this  Agreement,  the Standby
Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow
Agreement,  to carry out the provisions and conditions  hereof and thereof,  and
all  consents,  authorizations,  approvals  and orders  required  in  connection
herewith and therewith have been obtained.  No consent,  authorization  or order
of, and no filing with, any court,  government  agency or other body is required
by the Company for the issuance of the  Securities  or execution and delivery of
the Offering  Materials except for applicable federal and state securities laws.
The Company,  since its inception,  has not incurred any liability arising under
or as a result of the  application of any of the provisions of the 1933 Act, the
1934 Act or the Rules and Regulations.

               (vii) There has been no material  adverse change in the condition
or prospects of the Company, financial or otherwise, from the latest dates as of
which such condition or prospects,  respectively,  are set forth in the Offering
Materials,  and the  outstanding  debt,  the  property  and the  business of the
Company conform in all material  respects to the descriptions  thereof contained
in the Offering Materials.

               (viii) Except as set forth in the Offering Materials, the Company
is not in breach of, or in default under,  any term or provision of any material
indenture,  mortgage,  deed  of  trust,  lease,  note,  loan or  Standby  Equity
Distribution  Agreement or any other material agreement or instrument evidencing
an obligation for borrowed money, or any other material  agreement or instrument
to which it is a party or by which it or any of its  properties  may be bound or
affected.  The Company is not in  violation  of any  provision of its charter or
by-laws or in violation of any franchise,  license, permit, judgment,  decree or
order, or in violation of any material statute, rule or regulation.  Neither the
execution  and delivery of the Offering  Materials  nor the issuance and sale or
delivery of the  Securities,  nor the  consummation  of any of the

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<PAGE>

transactions  contemplated  in the Offering  Materials nor the compliance by the
Company with the terms and provisions hereof or thereof,  has conflicted with or
will conflict with, or has resulted in or will result in a breach of, any of the
terms and provisions of, or has  constituted or will constitute a default under,
or has  resulted in or will result in the  creation or  imposition  of any lien,
charge or encumbrance  upon any property or assets of the Company or pursuant to
the terms of any indenture,  mortgage,  deed of trust,  note,  loan or any other
agreement or  instrument  evidencing an obligation  for borrowed  money,  or any
other  agreement or instrument to which the Company may be bound or to which any
of the  property  or assets of the  Company  is  subject  except  (a) where such
default, lien, charge or encumbrance would not have a material adverse effect on
the Company and (b) as described in the Offering Materials; nor will such action
result in any  violation of the  provisions of the charter or the by-laws of the
Company  or,  assuming  the  due  performance  by  the  Placement  Agent  of its
obligations  hereunder,  any  material  statute or any material  order,  rule or
regulation  applicable  to the Company of any court or of any foreign,  federal,
state or other regulatory authority or other government body having jurisdiction
over the Company.

               (ix) Subsequent to the dates as of which  information is given in
the Offering Materials, and except as may otherwise be indicated or contemplated
herein or therein and the securities offered pursuant to the Securities Purchase
Agreement  dated the date hereof,  the Company has not (a) issued any securities
or incurred any  liability or  obligation,  direct or  contingent,  for borrowed
money, or (b) entered into any transaction  other than in the ordinary course of
business, or (c) declared or paid any dividend or made any other distribution on
or in  respect  of its  capital  stock.  Except  as  described  in the  Offering
Materials, the Company has no outstanding obligations to any officer or director
of the Company.

               (x) There are no claims for  services in the nature of a finder's
or  origination  fee with  respect to the sale of the Common  Stock or any other
arrangements, agreements or understandings that may affect the Placement Agent's
compensation,  as determined by the National  Association of Securities Dealers,
Inc.

               (xi) The Company owns or  possesses,  free and clear of all liens
or  encumbrances  and rights thereto or therein by third parties,  the requisite
licenses  or other  rights to use all  trademarks,  service  marks,  copyrights,
service names, trade names, patents,  patent applications and licenses necessary
to conduct its business  (including,  without  limitation,  any such licenses or
rights  described in the  Offering  Materials as being owned or possessed by the
Company) and, except as set forth in the Offering  Materials,  there is no claim
or action by any person  pertaining  to, or  proceeding,  pending or threatened,
which  challenges  the  exclusive  rights of the  Company  with  respect  to any
trademarks,  service marks,  copyrights,  service names,  trade names,  patents,
patent applications and licenses used in the conduct of the Company's businesses
(including,  without  limitation,  any such licenses or rights  described in the
Offering  Materials as being owned or possessed by the Company) except any claim
or action  that would not have a material  adverse  effect on the  Company;  the
Company's  current  products,  services or processes do not infringe or will not
infringe on the patents currently held by any third party.

               (xii) Except as described in the Offering Materials,  the Company
is not under any  obligation to pay royalties or fees of any kind  whatsoever to
any third  party with  respect to any  trademarks,  service  marks,  copyrights,
service names, trade names, patents, patent

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<PAGE>

applications,  licenses or technology it has developed, uses, employs or intends
to use or employ, other than to their respective licensors.

               (xiii) Subject to the  performance by the Placement  Agent of its
obligations  hereunder the offer and sale of the Securities  complies,  and will
continue to comply,  in all material  respects with the requirements of Rule 506
of  Regulation D  promulgated  by the SEC pursuant to the 1933 Act and any other
applicable  federal and state laws,  rules,  regulations  and executive  orders.
Neither the Offering  Materials nor any amendment or supplement  thereto nor any
documents  prepared by the Company in connection  with the Offering will contain
any untrue  statement  of a  material  fact or omit to state any  material  fact
required to be stated  therein or necessary to make the statements  therein,  in
light of the  circumstances  under  which they were made,  not  misleading.  All
statements of material  facts in the Offering  Materials are true and correct as
of the date of the Offering Materials.

               (xiv)  All  material  taxes  which are due and  payable  from the
Company  have been  paid in full or  adequate  provision  has been made for such
taxes on the books of the Company, except for those taxes disputed in good faith
by the Company

               (xv)  None of the  Company  nor any of its  officers,  directors,
employees or agents, nor any other person acting on behalf of the Company,  has,
directly  or  indirectly,  given or agreed to give any  money,  gift or  similar
benefit (other than legal price  concessions to customers in the ordinary course
of  business)  to any  customer,  supplier,  employee  or agent of a customer or
supplier,  or official or employee of any governmental agency or instrumentality
of any government  (domestic or foreign) or any political party or candidate for
office  (domestic  or foreign) or other person who is or may be in a position to
help or hinder the business of the Company (or assist it in connection  with any
actual or  proposed  transaction)  which (A) might  subject  the  Company to any
damage  or  penalty  in  any  civil,  criminal  or  governmental  litigation  or
proceeding, or (B) if not given in the past, might have had a materially adverse
effect on the assets,  business or operations of the Company as reflected in any
of the financial statements  contained in the Offering Materials,  or (C) if not
continued in the future, might adversely affect the assets, business, operations
or prospects of the Company in the future.

         5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR.

            A. The Investor represents, warrants and covenants as follows:

               (i) The  Investor  has the  necessary  power to enter  into  this
Agreement and to consummate the transactions contemplated hereby.

               (ii) The execution and delivery by the Investor of this Agreement
and the consummation of the transactions  contemplated herein will not result in
any violation of, or be in conflict  with,  or constitute a default  under,  any
agreement  or  instrument  to which  the  Investor  is a party  or by which  the
Investor or its properties are bound, or any judgment,  decree, order or, to the
Investor's  knowledge,  any  statute,  rule  or  regulation  applicable  to  the
Investor.  This  Agreement  when executed and  delivered by the  Investor,  will
constitute the legal, valid and binding obligations of the Investor, enforceable
in accordance  with their  respective  terms,  except to the extent that (a) the
enforceability  hereof or  thereof  may be limited  by  bankruptcy,

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<PAGE>

insolvency,  reorganization,  moratorium  or  similar  laws from time to time in
effect and affecting the rights of creditors  generally,  (b) the enforceability
hereof or  thereof  is subject  to  general  principles  of  equity,  or (c) the
indemnification  provisions  hereof or thereof may be held to be in violation of
public policy.

               (iii) The Investor  will promptly  forward  copies of any and all
due diligence questionnaires compiled by the Investor to the Placement Agent.

               (iv) The Investor is an Accredited Investor (as defined under the
1933 Act).

               (v) The Investor is acquiring the  Securities  for the Inventor's
own account as principal,  not as a nominee or agent,  for  investment  purposes
only, and not with a view to, or for, resale,  distribution or fractionalization
thereof  in  whole  or in part and no other  person  has a  direct  or  indirect
beneficial interest in such Securities.  Further, the Investor does not have any
contract,  undertaking,  agreement  or  arrangement  with  any  person  to sell,
transfer or grant  participations  to such person or to any third  person,  with
respect to any of the Securities.

               (vi) The Investor acknowledges the Investor's  understanding that
the  offering  and  sale  of  the  Securities  is  intended  to be  exempt  from
registration  under the 1933 Act by virtue of  Section  3(b) of the 1933 Act and
the  provisions  of  Regulation D promulgated  thereunder  ("REGULATION  D"). In
furtherance thereof, the Investor represents and warrants as follows:

                    (a) The  Investor  has the  financial  ability  to bear  the
economic risk of the Investor's investment, has adequate means for providing for
the  Inventor's  current  needs and personal  contingencies  and has no need for
liquidity with respect to the Investor's investment in the Company; and

                    (b) The  Investor  has  such  knowledge  and  experience  in
financial  and business  matters as to be capable of  evaluating  the merits and
risks of the  prospective  investment.  The Inventor also  represents it has not
been organized for the purpose of acquiring the Securities.

               (vii)  The  Investor  has  been  given  the   opportunity  for  a
reasonable  time  prior to the date  hereof to ask  questions  of,  and  receive
answers  from,  the  Company  or its  representatives  concerning  the terms and
conditions of the Offering, and other matters pertaining to this investment, and
has been given the opportunity for a reasonable time prior to the date hereof to
obtain such  additional  information in connection with the Company in order for
the Investor to evaluate the merits and risks of purchase of the Securities,  to
the extent the  Company  possesses  such  information  or can acquire it without
unreasonable  effort or expense.  The  Investor is not relying on the  Placement
Agent or any of its affiliates  with respect to the accuracy or  completeness of
the  Offering  Materials  or for any  economic  considerations  involved in this
investment.

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         6. CERTAIN COVENANTS AND AGREEMENTS OF THE COMPANY.

         The Company covenants and agrees at its expense and without any expense
to the Placement Agent as follows:

            A. To advise the  Placement  Agent and the  Investor of any material
adverse change in the Company's financial condition, prospects or business or of
any  development  materially  affecting  the  Company  or  rendering  untrue  or
misleading  any material  statement in the Offering  Materials  occurring at any
time as soon as the Company is either informed or becomes aware thereof.

            B. To use its  commercially  reasonable  efforts to cause the Common
Stock issuable in connection with the Standby Equity  Distribution  Agreement to
be qualified or registered for sale on terms consistent with those stated in the
Registration   Rights   Agreement  and  under  the   securities   laws  of  such
jurisdictions as the Placement Agent and the Investor shall reasonably  request.
Qualification,  registration and exemption charges and fees shall be at the sole
cost and expense of the Company.

            C. Upon  written  request,  to provide  and  continue to provide the
Placement  Agent and the Investor copies of all quarterly  financial  statements
and audited annual financial statements prepared by or on behalf of the Company,
other reports prepared by or on behalf of the Company for public  disclosure and
all documents delivered to the Company's stockholders.

            D. To deliver,  during the registration period of the Standby Equity
Distribution  Agreement,  to the Investor upon the  Investor's  request,  within
forty five (45) days, a statement of its income for each such quarterly  period,
and its balance sheet and a statement of changes in  stockholders'  equity as of
the end of such quarterly  period,  all in reasonable  detail,  certified by its
principal  financial or accounting  officer;  (ii) within ninety (90) days after
the close of each fiscal year,  its balance sheet as of the close of such fiscal
year,   together  with  a  statement  of  income,  a  statement  of  changes  in
stockholders'  equity and a statement  of cash flow for such fiscal  year,  such
balance sheet, statement of income, statement of changes in stockholders' equity
and statement of cash flow to be in reasonable  detail and accompanied by a copy
of the  certificate  or  report  thereon  of  independent  auditors  if  audited
financial  statements are prepared;  and (iii) a copy of all documents,  reports
and information  furnished to its  stockholders at the time that such documents,
reports and information are furnished to its stockholders.

            E. To comply with the terms of the Offering Materials.

            F. To ensure that any transactions  between or among the Company, or
any of its officers,  directors and affiliates be on terms and  conditions  that
are no less favorable to the Company,  than the terms and conditions  that would
be available in an "arm's length" transaction with an independent third party.

         7. INDEMNIFICATION AND LIMITATION OF LIABILITY.

            A. The Company  hereby  agrees that it will  indemnify  and hold the
Placement   Agent  and  each  officer,   director,   shareholder,   employee  or
representative of the Placement Agent and each person controlling, controlled by
or under common  control with the Placement  Agent within the meaning of Section
15 of the  1933  Act or  Section  20 of the  1934  Act or the  SEC's

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Rules and  Regulations  promulgated  thereunder  (the "RULES AND  REGULATIONS"),
harmless from and against any and all loss, claim,  damage,  liability,  cost or
expense whatsoever (including,  but not limited to, any and all reasonable legal
fees  and  other  expenses  and   disbursements   incurred  in  connection  with
investigating,  preparing to defend or defending any action, suit or proceeding,
including any inquiry or  investigation,  commenced or threatened,  or any claim
whatsoever  or in  appearing  or preparing  for  appearance  as a witness in any
action,  suit or proceeding,  including any inquiry,  investigation  or pretrial
proceeding  such  as  a  deposition)  to  which  the  Placement  Agent  or  such
indemnified person of the Placement Agent may become subject under the 1933 Act,
the 1934 Act, the Rules and  Regulations,  or any other  federal or state law or
regulation, common law or otherwise, arising out of or based upon (i) any untrue
statement  or alleged  untrue  statement  of a material  fact  contained  in (a)
Section 4 of this Agreement,  (b) the Offering  Materials  (except those written
statements  relating to the  Placement  Agent given by the  Placement  Agent for
inclusion   therein),   (c)  any   application  or  other  document  or  written
communication  executed  by  the  Company  or  based  upon  written  information
furnished  by the  Company  filed in any  jurisdiction  in order to qualify  the
Common  Stock  under  the  securities  laws  thereof,  or any  state  securities
commission  or agency;  (ii) the  omission or alleged  omission  from  documents
described  in clauses (a),  (b) or (c) above of a material  fact  required to be
stated therein or necessary to make the statements  therein not  misleading;  or
(iii) the breach of any representation,  warranty, covenant or agreement made by
the Company in this Agreement. The Company further agrees that upon demand by an
indemnified person, at any time or from time to time, it will promptly reimburse
such indemnified person for any loss, claim, damage,  liability, cost or expense
actually and reasonably paid by the  indemnified  person as to which the Company
has  indemnified  such person  pursuant  hereto.  Notwithstanding  the foregoing
provisions of this  Paragraph  7(A),  any such payment or  reimbursement  by the
Company of fees, expenses or disbursements  incurred by an indemnified person in
any  proceeding in which a final  judgment by a court of competent  jurisdiction
(after all appeals or the  expiration of time to appeal) is entered  against the
Placement Agent or such  indemnified  person based upon specific finding of fact
that the  Placement  Agent or such  indemnified  person's  gross  negligence  or
willful misfeasance will be promptly repaid to the Company.

            B. The Placement Agent hereby agrees that it will indemnify and hold
the Company and each officer, director, shareholder,  employee or representative
of the  Company,  and each person  controlling,  controlled  by or under  common
control  with the  Company  within the  meaning of Section 15 of the 1933 Act or
Section  20 of the 1934 Act or the  Rules  and  Regulations,  harmless  from and
against any and all loss, claim, damage,  liability,  cost or expense whatsoever
(including,  but not  limited  to, any and all  reasonable  legal fees and other
expenses and disbursements incurred in connection with investigating,  preparing
to defend or defending any action, suit or proceeding,  including any inquiry or
investigation,  commenced or threatened, or any claim whatsoever or in appearing
or preparing  for  appearance  as a witness in any action,  suit or  proceeding,
including  any  inquiry,   investigation  or  pretrial   proceeding  such  as  a
deposition) to which the Company or such  indemnified  person of the Company may
become subject under the 1933 Act, the 1934 Act, the Rules and  Regulations,  or
any other federal or state law or regulation,  common law or otherwise,  arising
out of or based upon (i) the material  breach of any  representation,  warranty,
covenant or agreement made by the Placement Agent in this Agreement, or (ii) any
false or misleading information provided to the Company in writing by one of the
Placement Agent's indemnified persons specifically for inclusion in the Offering
Materials.

                                       9
<PAGE>

            C. The Investor  hereby  agrees that it will  indemnify and hold the
Placement   Agent  and  each  officer,   director,   shareholder,   employee  or
representative of the Placement Agent, and each person  controlling,  controlled
by or under  common  control  with the  Placement  Agent  within the  meaning of
Section  15 of the 1933 Act or  Section  20 of the  1934  Act or the  Rules  and
Regulations,  harmless  from  and  against  any and  all  loss,  claim,  damage,
liability,  cost or expense whatsoever  (including,  but not limited to, any and
all  reasonable  legal fees and other  expenses  and  disbursements  incurred in
connection with investigating, preparing to defend or defending any action, suit
or proceeding, including any inquiry or investigation,  commenced or threatened,
or any claim whatsoever or in appearing or preparing for appearance as a witness
in any action,  suit or  proceeding,  including  any inquiry,  investigation  or
pretrial  proceeding  such as a deposition) to which the Placement Agent or such
indemnified person of the Placement Agent may become subject under the 1933 Act,
the 1934 Act, the Rules and  Regulations,  or any other  federal or state law or
regulation,  common  law or  otherwise,  arising  out of or  based  upon (i) the
conduct of the Investor or its  officers,  employees or  representatives  in its
acting  as the  Investor  for the  Offering,  (ii) the  material  breach  of any
representation,  warranty,  covenant or  agreement  made by the  Investor in the
Offering Materials, or (iii) any false or misleading information provided to the
Placement Agent by one of the Investor's indemnified persons.

            D. The Placement Agent hereby agrees that it will indemnify and hold
the Investor and each officer, director, shareholder, employee or representative
of the  Investor,  and each person  controlling,  controlled  by or under common
control  with the  Investor  within the meaning of Section 15 of the 1933 Act or
Section  20 of the 1934 Act or the  Rules  and  Regulations,  harmless  from and
against any and all loss, claim, damage,  liability,  cost or expense whatsoever
(including,  but not  limited  to, any and all  reasonable  legal fees and other
expenses and disbursements incurred in connection with investigating,  preparing
to defend or defending any action, suit or proceeding,  including any inquiry or
investigation,  commenced or threatened, or any claim whatsoever or in appearing
or preparing  for  appearance  as a witness in any action,  suit or  proceeding,
including  any  inquiry,   investigation  or  pretrial   proceeding  such  as  a
deposition) to which the Investor or such indemnified person of the Investor may
become subject under the 1933 Act, the 1934 Act, the Rules and  Regulations,  or
any other federal or state law or regulation,  common law or otherwise,  arising
out of or based  upon  the  material  breach  of any  representation,  warranty,
covenant or agreement made by the Placement Agent in this Agreement.

            E.  Promptly  after  receipt  by an  indemnified  party of notice of
commencement  of any action covered by Section 7(A),  (B), (C) or (D), the party
to be indemnified shall,  within five (5) business days, notify the indemnifying
party of the commencement  thereof; the omission by one (1) indemnified party to
so notify the indemnifying party shall not relieve the indemnifying party of its
obligation to indemnify any other  indemnified  party that has given such notice
and shall not relieve the  indemnifying  party of any liability  outside of this
indemnification  if not  materially  prejudiced  thereby.  In the event that any
action is brought against the indemnified  party, the indemnifying party will be
entitled to participate  therein and, to the extent it may desire, to assume and
control  the  defense  thereof  with  counsel  chosen by it which is  reasonably
acceptable to the indemnified party. After notice from the indemnifying party to
such  indemnified  party of its election to so assume the defense  thereof,  the
indemnifying  party  will not be liable to such  indemnified  party  under  such
Section  7(A),  (B),  (C), or (D) for any legal or other  expenses  subsequently
incurred by such indemnified  party in

                                       10
<PAGE>

connection with the defense thereof,  but the indemnified  party may, at its own
expense,  participate in such defense by counsel chosen by it, without, however,
impairing  the  indemnifying  party's  control  of the  defense.  Subject to the
proviso of this sentence and notwithstanding any other statement to the contrary
contained  herein,  the  indemnified  party or  parties  shall have the right to
choose its or their own counsel  and  control the defense of any action,  all at
the expense of the  indemnifying  party if (i) the  employment  of such  counsel
shall have been  authorized in writing by the  indemnifying  party in connection
with the  defense of such action at the expense of the  indemnifying  party,  or
(ii)  the  indemnifying   party  shall  not  have  employed  counsel  reasonably
satisfactory  to such  indemnified  party to have  charge of the defense of such
action within a reasonable time after notice of  commencement of the action,  or
(iii) such  indemnified  party or parties shall have  reasonably  concluded that
there  may be  defenses  available  to it or them  which are  different  from or
additional  to those  available  to one or all of the  indemnifying  parties (in
which  case the  indemnifying  parties  shall not have the  right to direct  the
defense of such action on behalf of the indemnified party or parties), in any of
which events such fees and expenses of one additional  counsel shall be borne by
the indemnifying  party;  provided,  however,  that the indemnifying party shall
not, in connection with any one action or separate but substantially  similar or
related  actions  in the  same  jurisdiction  arising  out of the  same  general
allegations or  circumstance,  be liable for the reasonable fees and expenses of
more than one separate  firm of  attorneys at any time for all such  indemnified
parties.  No settlement of any action or proceeding against an indemnified party
shall be made without the consent of the indemnifying party.

            F. In  order to  provide  for just  and  equitable  contribution  in
circumstances in which the indemnification  provided for in Section 7(A) or 7(B)
is due in accordance  with its terms but is for any reason held by a court to be
unavailable  on grounds of policy or  otherwise,  the Company and the  Placement
Agent shall contribute to the aggregate losses,  claims, damages and liabilities
(including  legal or other expenses  reasonably  incurred in connection with the
investigation  or defense of same) which the other may incur in such  proportion
so that the  Placement  Agent  shall be  responsible  for  such  percent  of the
aggregate of such losses,  claims,  damages and  liabilities  as shall equal the
percentage of the gross  proceeds  paid to the  Placement  Agent and the Company
shall be responsible for the balance;  provided,  however, that no person guilty
of fraudulent  misrepresentation within the meaning of Section 11(f) of the 1933
Act shall be entitled to contribution from any person who was not guilty of such
fraudulent  misrepresentation.  For  purposes of this Section  7(F),  any person
controlling,  controlled by or under common control with the Placement Agent, or
any partner,  director,  officer,  employee,  representative or any agent of any
thereof,  shall have the same rights to  contribution as the Placement Agent and
each person controlling,  controlled by or under common control with the Company
within  the  meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
and each officer of the Company and each  director of the Company shall have the
same rights to contribution  as the Company.  Any party entitled to contribution
will,  promptly after receipt of notice of commencement  of any action,  suit or
proceeding  against such party in respect of which a claim for  contribution may
be made against the other party under this Section 7(D),  notify such party from
whom contribution may be sought,  but the omission to so notify such party shall
not relieve the party from whom  contribution  may be sought from any obligation
they may have hereunder or otherwise if the party from whom  contribution may be
sought is not materially prejudiced thereby.

                                       11
<PAGE>

            G. The  indemnity  and  contribution  agreements  contained  in this
Section 7 shall remain operative and in full force and effect  regardless of any
investigation  made by or on behalf of any indemnified person or any termination
of this Agreement.

            H. The Company  hereby waives,  to the fullest  extent  permitted by
law, any right to or claim of any  punitive,  exemplary,  incidental,  indirect,
special,  consequential or other damages (including, without limitation, loss of
profits)  against the Placement Agent and each officer,  director,  shareholder,
employee or representative  of the placement agent and each person  controlling,
controlled  by or under  common  control  with the  Placement  Agent  within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act or the Rules
and Regulations arising out of any cause whatsoever (whether such cause be based
in  contract,   negligence,   strict   liability,   other  tort  or  otherwise).
Notwithstanding  anything  to  the  contrary  contained  herein,  the  aggregate
liability  of the  Placement  Agent  and each  officer,  director,  shareholder,
employee or representative  of the Placement Agent and each person  controlling,
controlled  by or under  common  control  with the  Placement  Agent  within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act or the Rules
and  Regulations  shall not exceed the  compensation  received by the  Placement
Agent  pursuant to Section 2 hereof.  This  limitation of liability  shall apply
regardless of the cause of action,  whether contract,  tort (including,  without
limitation,  negligence)  or breach of statute or any other  legal or  equitable
obligation.

         8. PAYMENT OF EXPENSES.

         The Company  hereby  agrees to bear all of the  expenses in  connection
with the Offering,  including,  but not limited to the  following:  filing fees,
printing and duplicating  costs,  advertisements,  postage and mailing  expenses
with respect to the transmission of Offering  Materials,  registrar and transfer
agent fees,  escrow agent fees and expenses,  fees of the Company's  counsel and
accountants, issue and transfer taxes, if any.

         9. CONDITIONS OF CLOSING.

         The  Closing  shall  be  held at the  offices  of the  Investor  or its
counsel.  The  obligations of the Placement  Agent hereunder shall be subject to
the continuing accuracy of the representations and warranties of the Company and
the  Investor  herein as of the date  hereof and as of the Date of Closing  (the
"CLOSING DATE") with respect to the Company or the Investor, as the case may be,
as if it had been made on and as of such Closing Date; the accuracy on and as of
the Closing Date of the  statements of the officers of the Company made pursuant
to the provisions hereof; and the performance by the Company and the Investor on
and as of the Closing Date of its covenants and obligations hereunder and to the
following further conditions:

            A. Upon the effectiveness of a registration  statement  covering the
Standby  Equity  Distribution  Agreement,  the Investor and the Placement  Agent
shall  receive  the  opinion  of Counsel  to the  Company,  dated as of the date
thereof, which opinion shall be in form and substance reasonably satisfactory to
the Investor, their counsel and the Placement Agent.

            B. At or prior to the Closing,  the Investor and the Placement Agent
shall have been furnished such  documents,  certificates  and opinions as it may
reasonably  require for the purpose of enabling  them to review or pass upon the
matters referred to in this Agreement and the Offering Materials, or in order to
evidence   the   accuracy,   completeness   or   satisfaction   of  any  of  the
representations, warranties or conditions herein contained.

                                       12
<PAGE>

            C. At and  prior  to the  Closing,  (i)  there  shall  have  been no
material  adverse change nor development  involving a prospective  change in the
condition or prospects or the business  activities,  financial or otherwise,  of
the Company from the latest dates as of which such condition is set forth in the
Offering  Materials;  (ii)  there  shall  have been no  transaction,  not in the
ordinary course of business except the  transactions  pursuant to the Securities
Purchase  Agreement entered into by the Company on the date hereof which has not
been disclosed in the Offering  Materials or to the Placement  Agent in writing;
(iii) except as set forth in the Offering Materials, the Company shall not be in
default  under any  provision  of any  instrument  relating  to any  outstanding
indebtedness  for which a waiver or extension has not been  otherwise  received;
(iv) except as set forth in the Offering  Materials,  the Company shall not have
issued any securities (other than those to be issued as provided in the Offering
Materials)  or declared or paid any  dividend  or made any  distribution  of its
capital  stock of any  class and  there  shall  not have been any  change in the
indebtedness  (long or short term) or  liabilities or obligations of the Company
(contingent or otherwise) and trade payable debt; (v) no material  amount of the
assets of the Company shall have been pledged or mortgaged,  except as indicated
in the Offering Materials;  and (v) no action, suit or proceeding,  at law or in
equity,  against the Company or affecting  any of its  properties  or businesses
shall be  pending  or  threatened  before  or by any court or  federal  or state
commission,  board or other administrative agency, domestic or foreign,  wherein
an unfavorable decision, ruling or finding could materially adversely affect the
businesses, prospects or financial condition or income of the Company, except as
set forth in the Offering Materials.

            D. If  requested at Closing the  Investor  and the  Placement  Agent
shall receive a certificate  of the Company  signed by an executive  officer and
chief financial officer,  dated as of the applicable Closing, to the effect that
the conditions set forth in subparagraph (C) above have been satisfied and that,
as of the applicable closing,  the representations and warranties of the Company
set forth herein are true and correct.

            E. The  Placement  Agent shall have no obligation to insure that (x)
any check,  note,  draft or other means of payment for the Common  Stock will be
honored,  paid or enforceable against the Investor in accordance with its terms,
or (y) subject to the performance of the Placement  Agent's  obligations and the
accuracy of the Placement Agent's representations and warranties hereunder,  (1)
the Offering is exempt from the registration requirements of the 1933 Act or any
applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

         10. TERMINATION.

         This Agreement  shall be co-terminus  with, and terminate upon the same
terms and  conditions  as those set forth in, the  Standby  Equity  Distribution
Agreement.  The rights of the Investor and the  obligations of the Company under
the Registration Rights Agreement, and the rights of the Placement Agent and the
obligations  of the Company  shall  survive the  termination  of this  Agreement
unabridged.

                                       13
<PAGE>

         11. MISCELLANEOUS.

            A. This  Agreement  may be executed  in any number of  counterparts,
each of which shall be deemed to be an  original,  but all which shall be deemed
to be one and the same instrument.

            B. Any notice  required or permitted to be given  hereunder shall be
given in writing  and shall be deemed  effective  when  deposited  in the United
States mail, postage prepaid, or when received if personally  delivered or faxed
(upon  confirmation  of receipt  received by the sending  party),  addressed  as
follows to such other address of which written notice is given to the others):

If to Placement Agent, to:        Newbridge Securities Corporation
                                  1451 Cypress Creek Road, Suite 204
                                  Fort Lauderdale, Florida 33309
                                  Attention:   Doug Aguililla
                                  Telephone:   (954) 334-3450
                                  Facsimile:   (954) 229-9937

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 Investor:               Cornell Capital Partners, LP
                                  101 Hudson Street - Suite 3700
                                  Jersey City, New Jersey  07302
                                  Attention:  Mark A. Angelo
                                              Portfolio Manager
                                  Telephone:  (201) 985-8300
                                  Facsimile:  (201) 985-8266

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

                                       14
<PAGE>

            C. This Agreement shall be governed by and construed in all respects
under the laws of the State of Nevada, without reference to its conflict of laws
rules or principles.  Any suit, action,  proceeding or litigation arising out of
or relating to this Agreement shall be brought and prosecuted in such federal or
state court or courts located within the State of New Jersey as provided by law.
The parties hereby irrevocably and  unconditionally  consent to the jurisdiction
of each such  court or courts  located  within  the State of New  Jersey  and to
service of process by registered or certified mail, return receipt requested, or
by any other  manner  provided by  applicable  law, and hereby  irrevocably  and
unconditionally  waive any right to claim that any suit,  action,  proceeding or
litigation so commenced has been commenced in an inconvenient forum.

            D. This Agreement and the other agreements referenced herein contain
the entire  understanding  between the parties hereto and may not be modified or
amended except by a writing duly signed by the party against whom enforcement of
the modification or amendment is sought.

            E. If any provision of this Agreement shall be held to be invalid or
unenforceable,  such invalidity or  unenforceability  shall not affect any other
provision of this Agreement.


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                                       15
<PAGE>

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date first written above.

                                    COMPANY:
                                    NANOSCIENCE TECHNOLOGIES, INC.

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


                                    PLACEMENT AGENT:
                                    NEWBRIDGE SECURITIES CORPORATION

                                    By: /s/ Guy Amico
                                        ----------------------------------------
                                    Name:  Guy S. Amico
                                    Title: President


                                    INVESTOR:
                                    CORNELL CAPITAL PARTNERS, LP

                                    BY:      YORKVILLE ADVISORS, LLC
                                    ITS:     GENERAL PARTNER

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


                                       16