EXHIBIT 10.7

                      CONSULTING AGREEMENT

     THIS AGREEMENT (the "Agreement") is made and entered into on
April 17, 2007 by and between Third-Order Nanotechnologies, Inc.,
a  Nevada  Corporation (the "Company") and Harold R. Bennett,  an
individual  (the "Consultant").  The Company and  the  Consultant
shall  hereinafter collectively be referred to as  the  "Parties"
and generically as a "Party."

                           ARTICLE ONE
                            RETENTION

1.1  Duties.
     -------

     The Company hereby engages and retains the Consultant to act
as   the   Company's   Chief  Executive  Officer.   Specifically,
Consultant's  duties  shall be to prepare  the  Company  for  the
commercialization of fiber optic communications  components  that
are   based   on   the  Company's  polymer  lightwave   switching
technology.   In  this capacity, subject to the  control  of  the
board  of  directors, Consultant shall have general  supervision,
direction and control of that aspect of the business and  affairs
of  the  Company. Additionally, Consultant shall have such  other
powers and duties as may be assigned by the board of directors.

      Consultant shall perform the services necessary to complete
his   duties  hereunder  in  a  timely  and  professional  manner
consistent with industry standards, and at a location, place  and
time  which  Consultant  deems appropriate.  Consultant's  duties
hereunder are non-assignable.

      Consultant  agrees to use best efforts  to  segregate  work
performed under this Agreement from all work done at, or for, any
such   other   person,  company,  corporation,  other  commercial
enterprise, and/or other institution.

      Consultant  agrees to comply with all applicable  laws  and
regulations  relating to its performance of services pursuant  to
this Agreement.

1.2  Term.
     -----

      The term of this Agreement shall be twelve (12) months  and
shall  be  deemed  to  have commenced  on  April  5,  2007.  This
Agreement may be terminated at any time by any party with  forty-
five (45) days notice to the other party. The termination of this
Agreement  for  any  reason  at any time  shall  not  affect  the
Consultant's continuing obligations to the Company under Articles
Three thru Seven.

                           ARTICLE TWO
                    CONSULTANT'S COMPENSATION

2.1  Compensation.
     -------------

     As  compensation for the services provided to the Company by
the Consultant under this Agreement, the Consultant shall receive
from the Company.


<PAGE>


     As  compensation for the services provided to the Company by
the Consultant under this Agreement, the Consultant shall receive
from  the  Company:  (i)  twelve thousand ($12,000)  dollars  per
month,  due and payable on the 15th day of each month,  with  the
first payment due upon the full execution of this agreement;  and
(ii) a warrant to purchase up to three-hundred thousand (300,000)
shares  of the Company's common stock, par value $.001 per  share
(the  "Common  Stock"), at a purchase price of Twenty-Five  Cents
($0.25)  per  share, which shall be exercisable pursuant  to  the
warrant agreement attached as Exhibit A.
                              ---------

     Consultant  is  solely obligated to formally report  as  his
income  all  compensation received from Company for  Consultant's
services.  Consultant agrees to indemnify  Company  and  hold  it
harmless to the extent Consultant is alleged or determined to  be
obligated or liable to pay any tax, including but not limited  to
payroll,  FICA and social security withholding, and unemployment,
disability and/or worker's compensation insurance or similar item
in  connection  with  any payment made to Consultant.  Consultant
shall not be entitled to compensation from Company except as  set
forth  in  this  Agreement and in no event  shall  Consultant  be
entitled  to  any  fringe  benefits  available  to  employees  of
Company. Consultant waives any rights Company may now or  in  the
future  have in such fringe benefits even if Consultant is  later
deemed a "common law employee."

2.2  Reimbursement for Business Expenses.
     -----------------------------------

      Subject  to the prior approval of the Company, the  Company
shall  promptly  pay or reimburse Consultant for  all  reasonable
business   expenses   incurred  by   Consultant   in   performing
Consultant's   duties  and  obligations  under  this   Consulting
Agreement, but only if Consultant properly accounts for  expenses
in accordance with the Company's policies.

                          ARTICLE THREE
           TRADE SECRETS/INTELLECTUAL PROPERTY RIGHTS

3.1. Proprietary Information.
     -----------------------

      Consultant  agrees  during the term of this  Agreement  and
thereafter  that it will take all steps reasonably  necessary  to
hold  Company's  Proprietary Information (as  defined  below)  in
trust and confidence, will not use Proprietary Information in any
manner  or  for  any  purpose not expressly  set  forth  in  this
Agreement, and will not disclose any such Proprietary Information
to  any  third  party without first obtaining  Company's  express
written  consent on a case-by-case basis. By way of  illustration
but  not limitation "Proprietary Information" includes (a)  trade
secrets,  inventions,  mask  works, ideas,  processes,  formulas,
source   and  object  codes,  data,  programs,  other  works   of
authorship,  know-how,  improvements, discoveries,  developments,
designs and techniques (hereinafter collectively referred  to  as
"Inventions"); and (b) information regarding plans for  research,
development, new products, marketing and selling, business plans,
budgets  and  unpublished financial statements, licenses,  prices
and costs, suppliers and customers; and (c) information regarding
the  skills  and  compensation  of other  employees  of  Company.
Notwithstanding  the other provisions of this Agreement,  nothing
received   by  Consultant  will  be  considered  to  be   Company
Proprietary  Information  if (1) it  has  been  published  or  is
otherwise readily available to the public other than by a  breach
of  this  Agreement;  (2)  it  has been  rightfully  received  by


<PAGE>


Consultant  from a third party without confidential  limitations;
(3)  it  has  been  independently  developed  for  Consultant  by
personnel  or agents having no access to the Company  Proprietary
Information; or (4) it was known to Consultant prior to its first
receipt from Company.

3.2. Third Party Information.
     -----------------------

     Consultant understands that Company has received and will in
the future receive from third parties confidential or proprietary
information  ("Third Party Information") subject  to  a  duty  on
Company's   part   to  maintain  the  confidentiality   of   such
information  and  use  it  only  for  certain  limited  purposes.
Consultant  agrees to hold Third Party Information on  confidence
and  not to disclose to anyone (other than Company personnel  who
need  to know such information in connection with their work  for
Company)  or to use, except in connection with Consultant's  work
for  Company, Third Party Information unless expressly authorized
in writing by an officer of Company.

3.3. No Conflict of Interest.
     -----------------------

      Consultant agrees during the term of this Agreement not  to
accept  work  or  enter into a contract or accept an  obligation,
inconsistent or incompatible with Consultant's obligations  under
this  Agreement  or the scope of services rendered  for  Company.
Consultant warrants that to the best of his knowledge,  there  is
no   other  existing  contract  or  duty  on  Consultant's   part
inconsistent with this Agreement, unless a copy of such  contract
or  a  description of such duty is attached to this Agreement  as
Exhibit  B. Consultant further agrees not to disclose to Company,
----------
or  bring onto Company's premises, or induce Company to  use  any
confidential  information  that  belongs  to  anyone  other  than
Company or Consultant.

3.4. Disclosure of Work Product.
     --------------------------

     As used in this Agreement, the term "Work Product" means any
Invention,  whether or not patentable, and all related  know-how,
designs,    mask   works,   trademarks,   formulae,    processes,
manufacturing techniques, trade secrets, ideas, artwork, software
or other copyrightable or patentable works, information regarding
plans  for  research,  development, new products,  marketing  and
selling,   business  plans,  budgets  and  unpublished  financial
statements, licenses, prices and costs, suppliers and  customers.
Consultant agrees to disclose promptly in writing to Company,  or
any  person  designated  by Company, all Work  Product  which  is
solely  or  jointly  conceived, made,  reduced  to  practice,  or
learned  by  Consultant in the course of any work  performed  for
Company  herein or otherwise ("Company Work Product"). Consultant
represents  that any Work Product relating to Company's  business
or any Project which Consultant has made, conceived or reduced to
practice  at  the  time  of signing this Agreement  ("Prior  Work
Product")  has been disclosed in writing to Company and  attached
to  this Agreement as Exhibit C. If disclosure of any such  Prior
                      ---------
Work   Product  would  cause  Consultant  to  violate  any  prior
confidentiality agreement, Consultant understands that it is  not
to list such Prior Work Product in Exhibit C but it will disclose
                                   ---------
a  cursory  name  for  each  such invention,  a  listing  of  the
party(ies)  to whom it belongs, and the fact that full disclosure
as  to such Prior Work Product has not been made for that reason.
A space is provided in Exhibit C for such purpose.
                       ---------


<PAGE>


3.5. Ownership of Work Product.
     -------------------------

      Consultant  shall  specifically describe  and  identify  in
Exhibit C all technology which (a) Consultant intends to  use  in
---------
performing  under this Agreement, (b) is either owned  solely  by
Consultant  or licensed to Consultant with a right to  sublicense
and  (c)  is  in  existence in the form of a writing  or  working
prototype  prior to the Effective Date ("Background Technology").
Consultant agrees that any and all Inventions conceived, written,
created  or first reduced to practice in the performance of  work
under this Agreement shall be the sole and exclusive property  of
Company.

3.6. Assignment of Company Work Product.
     ----------------------------------

     Except for Consultant's rights in the Background Technology,
Consultant  irrevocably assigns to Company all right,  title  and
interest  worldwide in and to the Company Work  Product  and  all
applicable  intellectual property rights related to  the  Company
Work   Product,   including   without   limitation,   copyrights,
trademarks,  trade secrets, patents, moral rights,  contract  and
licensing  rights (the "Proprietary Rights"). Consultant  retains
no  rights  to  use the Company Work Product and  agrees  not  to
challenge the validity of Company's ownership in the Company Work
Product.

3.7. Waiver or Assignment of Other Rights.
     ------------------------------------

      If  Consultant has any rights to the Company  Work  Product
that  cannot  be  assigned to Company, Consultant unconditionally
and  irrevocably waives the enforcement of such rights,  and  all
claims  and  causes  of action of any kind against  Company  with
respect  to  such  rights, and agrees, at Company's  request  and
expense,  to  consent to and join in any action to  enforce  such
rights.  If Consultant has any right to the Company Work  Product
that  cannot  be  assigned to Company or  waived  by  Consultant,
Consultant  unconditionally  and irrevocably  grants  to  Company
during  the  term  of  such  rights, an  exclusive,  irrevocable,
perpetual,  worldwide, fully paid and royalty-free license,  with
rights to sublicense through multiple levels of sublicensees,  to
reproduce,  create  derivative  works  of,  distribute,  publicly
perform  and  publicly display by all means now  known  or  later
developed, such rights.

3.8. Assistance.
     ----------

       Consultant  agrees  to  cooperate  with  Company  or   its
designee(s), both during and after the term of this Agreement, in
the  procurement and maintenance of Company's rights  in  Company
Work  Product and to execute, when requested, any other documents
deemed  necessary  by Company to carry out the  purpose  of  this
Agreement. Consultant agrees to execute upon Company's request  a
signed  transfer of copyright to Company in the form attached  to
this  Agreement as Exhibit D for all Company Work Product subject
                   ---------
to  copyright protection, including, without limitation, computer
programs, notes, sketches, drawings and reports.

3.9. Enforcement of Proprietary Rights.
     ---------------------------------

      Consultant  will  assist Company in  every  proper  way  to


<PAGE>


obtain,  and from time to time enforce, United States and foreign
Proprietary Rights relating to Company Work Product  in  any  and
all  countries. To that end Consultant will execute,  verify  and
deliver  such  documents and perform such other  acts  (including
appearances  as a witness) as Company may reasonably request  for
use   in   applying   for,  obtaining,  perfecting,   evidencing,
sustaining  and  enforcing  such  Proprietary  Rights   and   the
assignment thereof. In addition, Consultant will execute,  verify
and deliver assignments of such Proprietary Rights to Company  or
its  designee.  Consultant's obligation to  assist  Company  with
respect  to  Proprietary Rights relating  to  such  Company  Work
Product  in  any  and  all countries shall  continue  beyond  the
termination  of  this  Agreement, but  Company  shall  compensate
Consultant  at a reasonable rate after such termination  for  the
time  actually spent by Consultant at Company's request  on  such
assistance.

3.10. Execution of Documents.
      ----------------------

      In  the  event  Company  is unable for  any  reason,  after
reasonable  effort,  to  secure  Consultant's  signature  on  any
document needed in connection with the actions specified  in  the
preceding  sections  3.8 and 3.9, Consultant  hereby  irrevocably
designates and appoints Company and its duly authorized  officers
and  agents  as its agent and attorney in fact, which appointment
is  coupled  with an interest, to act for and in  its  behalf  to
execute,  verify and file any such documents and to do all  other
lawfully  permitted acts to further the purposes of the preceding
paragraph with the same legal force and effect as if executed  by
Consultant.  Consultant hereby waives and quitclaims  to  Company
any  and  all claims, of any nature whatsoever, which  Consultant
now  or  may  hereafter have for infringement of any  Proprietary
Rights assigned hereunder to Company.

                          ARTICLE FOUR
            CONSULTANT REPRESENTATIONS AND WARRANTIES

      Consultant  hereby  represents and warrants  that  (a)  the
Company  Work Product will be an original work of Consultant  and
any  third  parties  will  have  executed  assignment  of  rights
reasonably  acceptable to Company; (b) neither the  Company  Work
Product  nor  any element thereof will infringe the  Intellectual
Property Rights of any third party; (c) neither the Company  Work
Product  nor  any  element  thereof  will  be  subject   to   any
restrictions  or  to  any  mortgages,  liens,  pledges,  security
interests, encumbrances or encroachments; (d) Consultant will not
grant,  directly or indirectly, any rights or interest whatsoever
in  the Company Work Product to third parties; (e) Consultant has
full  right  and  power to enter into and perform this  Agreement
without the consent of any third party; (f) Consultant will  take
all  necessary  precautions  to prevent  injury  to  any  persons
(including employees of Company) or damage to property (including
Company's  property)  during  the term  of  this  Agreement;  (g)
Consultant  agrees  to abide by any and all rules,  policies  and
procedures as communicated to Consultant by the Company;  (h)  to
the  extent  required by law, the Project shall be  performed  by
individuals  duly licensed and authorized by law to work  on  the
Project; and (h) should Company permit Consultant to use  any  of
Company's equipment, tools, or facilities during the term of this
Agreement,  such  permission shall be gratuitous  and  Consultant
shall  be  responsible  for any injury to any  person  (including
death)  or  damage  to  property (including  Company's  property)
arising  out  of  use  of such equipment,  tools  or  facilities,
whether or not such claim is based upon its condition or  on  the
alleged negligence of Company in permitting its use.


<PAGE>


                          ARTICLE FIVE
                         INDEMNIFICATION

      Consultant  will indemnify and hold harmless  Company,  its
officers,  directors,  employees,  sublicensees,  customers   and
agents  from  any  and all claims, losses, liabilities,  damages,
expenses  and  costs (including attorneys' fees and court  costs)
which   result   from  a  breach  or  alleged   breach   of   any
representation or warranty of Consultant (a "Claim") set forth in
Article  Four  of  this Agreement, provided  that  Company  gives
Consultant  written notice of any such Claim and  Consultant  has
the  right to participate in the defense of any such Claim at its
expense.  From  the  date  of  written  notice  from  Company  to
Consultant  of any such Claim, Company shall have  the  right  to
withhold  from  any payments due Consultant under this  Agreement
the  amount  of  any  defense costs, plus  additional  reasonable
amounts  as  security  for Consultant's  obligations  under  this
Article Five.

                           ARTICLE SIX
               GOVERNMENT OR THIRD PARTY CONTRACTS

6.1  Government Contracts.
     --------------------

      In  the event that Consultant shall perform services  under
this  Agreement  in  connection with any Government  contract  in
which   Company   may  be  the  supplier,  prime  contractor   or
subcontractor, Consultant agrees to abide by all laws, rules  and
regulations  relating thereto. To the extent that any  such  law,
rule  or  regulation  requires that  a  provision  or  clause  be
included in this Agreement, Consultant agrees that such provision
or  clause  shall be added to this Agreement and the  same  shall
then become a part of this Agreement.

6.2  Security.
     --------

      In  the event the services of the Consultant should require
Consultant  to  have  access to Department of Defense  classified
material,  or  other  classified material in  the  possession  of
Company's  facility,  such material shall  not  be  removed  from
Company's  facility. Consultant agrees that  all  work  performed
under  this  Agreement by Consultant which involves  the  use  of
classified  material  mentioned above shall  be  performed  in  a
secure  fashion  (consistent with applicable law and  regulations
for  the  handling of classified material) and only at  Company's
facility.

6.3  Ownership.
     ---------

     Consultant also agrees to assign all of its right, title and
interest  in and to any Work Product to a Third Party,  including
without limitation the United States, as directed by Company.

                          ARTICLE SEVEN
      COVENANT NOT TO COMPETE/NON-SOLICITATION OF CUSTOMERS

      Consultant  agrees that Consultant will not,  at  any  time
within  a period of twenty-four (24) months after the termination
of  this  Agreement, without the prior written  approval  of  the


<PAGE>


Company's board of directors, directly or indirectly, within  the
United States or its territories, engage in any business activity
directly  or  indirectly competitive with  the  business  of  the
Company  at  the  time  of termination. In  addition,  Consultant
agrees  that  during  such non-competition  period  he  will  not
solicit,  either directly or indirectly, any employee or customer
of  the  Company  who  was  such  at  the  time  of  Consultant's
employment  hereunder.  If the provisions of this  Article  Seven
should  ever  be  adjudicated to exceed the time,  geographic  or
other   limitations   permitted  by   applicable   law   in   any
jurisdiction,  then such provisions shall be deemed  reformed  in
such  jurisdiction  to  the  maximum time,  geographic  or  other
limitations permitted by applicable law.

                          ARTICLE EIGHT
                        INJUNCTIVE RELIEF

      The parties acknowledge that disclosure or unauthorized use
of  any  Confidential Information by each other may give rise  to
irreparable  injury  to  each  party,  its  subsidiaries   and/or
affiliated  companies.  Accordingly, the parties  or  such  other
party may seek and obtain injunctive relief against the breach or
threatened  breach of the foregoing undertakings, in addition  to
any other legal remedies which may be available.

                          ARTICLE NINE
                             NOTICES

       All  notices,  demands  or  other  written  communications
hereunder  shall  be  in writing, and unless otherwise  provided,
shall be deemed to have been duly given on the first business day
after  mailing  by  United States registered or  certified  mail,
return receipt requested, postage prepaid, addressed as follows:

          TO CONSULTANT:      Harold R. Bennett
                              115 Old Vine Way
                              Napa, California  94558

          TO THE COMPANY:     Third-Order Nanotechnologies, Inc.
                              2601 Annand Dr., #16
                              Wilmington, Delaware 19808

in  each  case, with copies to such other addresses  or  to  such
other persons as any Party shall designate to the others for such
purposes in manner hereinabove set forth.

                           ARTICLE TEN
                          MISCELLANEOUS

      This Agreement shall be binding upon and shall inure to the
benefit  of  the Company's successors, transferees, and  assigns.
Any  amendment  to  this Agreement must be in writing  signed  by
Consultant   and   the  Company.  The  Company   and   Consultant
acknowledge  that  any  amendment of this  Agreement  (including,
without limitation, any extension of this Agreement or any change
from  the  terms of Article 2 in the consideration to be provided


<PAGE>


to  Consultant with respect to services to be provided hereunder)
or any departure from the terms or conditions hereof with respect
to Consultant's consulting services for the Company is subject to
the  Company's  and  Consultant's prior  written  approval.  This
Agreement  supersedes  any  prior  consulting  or  other  similar
agreements between Consultant and the Company with respect to the
subject  matter hereof. There is no other agreement governing  or
affecting the subject matter hereof. All notices hereunder  shall
be  deemed  to have been given, if made in writing, when  mailed,
postage prepaid, to the parties at the addresses set forth above,
or to such other addresses as a party shall specify to the other.
This  Agreement may be executed in counterparts,  each  of  which
shall  be  deemed  an  original, but all of which  together  will
constitute one and the same instrument. Nothing in this Agreement
shall  be  construed  or shall constitute  a  partnership,  joint
venture,    employer-employee   relationship   or   lessor-lessee
relationship  but, rather, the relationship established  pursuant
hereto is that of principal and independent contractor.

     IN WITNESS WHEREOF, the Parties have executed this Agreement
on the date first written above.

                              Third-Order Nanotechnologies, Inc.:


/s/Theresa Quattrochi         By:/s/Frederick Goetz
---------------------            ------------------------
(Witness  signature)             Frederick  Goetz, Jr.,
                                 President



/s/Theresa Quattrochi            /s/HR Bennett
---------------------            ------------------------
(Witness signature)              Harold R. Bennett,
                                 an individual







<PAGE>


                            EXHIBIT A
                            ---------

                        Warrant Agreement

















<PAGE>




                   WARRANT PURCHASE AGREEMENT


April 17, 2007

Harold R. Bennett
115 Old Vine Way
Napa, California  94558


     Third-Order  Nanotechnologies, Inc.,  a  Nevada  corporation
(the "Company"), hereby agrees with you as follows:

     1.   Concurrently with the execution of this Warrant Purchase
          Agreement  (the "Agreement"),  the Company  is  entering
          into with  you a  consulting  agreement,  of  even  date
          hereof.  Pursuant  to   the  terms  of  the   consulting
          agreement,  the  Company will deliver  to  you a Warrant
          (the "Warrant")  in  the  form  of Exhibit A hereto,  to
                                             ---------
          purchase up to Three  Hundred  Thousand (300,000) shares
          of the Company's common stock, par value $.001 per share
          (the "Common Stock"), at a purchase price of Twenty-Five
          Cents ($0.25) per share, exercisable  for a period of up
          to Thirty-Six (36) months commencing on  the date hereof
          and pursuant  to  the  following  vesting  schedule: (i)
          Twenty-Five  Thousand   (25,000)   shares  shall    vest
          immediately; and (ii) Two Hundred Seventy-Five  Thousand
          (275,000) shares shall vest in Eleven (11) equal monthly
          installments of Twenty-Five Thousand (25,000) shares per
          month commencing on the 15th day of each month following
          the month of execution of this Agreement.

     2.   The Company covenants that all shares that may be issued
          upon the exercise of the Warrant will, upon issuance, be
          validly issued,  fully paid and  nonassessable  and free
          from all  taxes,  liens  and charges with respect to the
          issuance  thereof.  The  Company further covenants  that
          during  the  period  within  which  the  Warrant  may be
          exercised, the Company will at all times have authorized
          and  reserved  a sufficient  number  of shares of Common
          Stock to permit the exercise of the Warrant.

     3.   The  provision of this Section 3 shall be binding  upon
          any  transferee of the Warrant and upon each holder  of
          shares  of  Common  Stock or other  Company  securities
          issued  upon  exercise  of the Warrant  (the  "Shares")
          until  such  Shares shall have been sold to the  public
          pursuant  to either an effective registration statement
          under  the  Securities  Act of 1933,  as  amended  (the
          "Securities  Act")  or an exemption  from  registration
          established  to the satisfaction of the  Company.   You
          and  each transferee will cause any proposed transferee
          of  the  Shares  to agree to take and hold  the  Shares
          subject  to the provisions of this Section 3.  As  used
          in  this  Section  3,  the term "Shares"  includes  any
          shares   of  the  Company's  Common  Stock   or   other
          securities issued in respect of the Shares pursuant  to
          any  stock  split, stock dividend, recapitalization  or
          otherwise; and the term "Warrant" includes any  warrant


<PAGE>


          or   warrants  issued  in  exchange  for  the  original
          Warrant. Prior to any proposed transfer of the  Warrant
          or of the Shares, the holder thereof shall give written
          notice  to  the Company stating such holder's intention
          to    effect   such   transfer   and   describing   the
          circumstances  of the proposed transfer  in  sufficient
          detail, accompanied by either (i) an opinion of counsel
          reasonably  satisfactory to the Company to  the  effect
          that  the  proposed  transfer may be  effected  without
          registration under the Securities Act, or  (ii)  a  "no
          action"  letter  from the staff of the  Securities  and
          Exchange  Commission to the effect that the staff  will
          not  recommend that enforcement action be taken if  the
          proposed  transfer  is  effected without  registration.
          Subject  to  evidence of compliance with any applicable
          state securities or "blue sky" law or laws, the Company
          shall  promptly notify the holder in writing that  such
          holder may proceed with its transfer as described, and,
          if  the  transfer  is  of Shares,  shall  instruct  its
          transfer agent to remove any stop-transfer restrictions
          against the Shares when transferred as proposed.

      If  the  foregoing correctly sets forth our  understanding,
please sign below.

Very truly yours,
                                        Accepted as of the
Third-Order Nanotechnologies, Inc.      date written above:


By:/s/ Frederick Goetz                  /s/HR Bennett
   -------------------------------      --------------------
   Frederick Goetz, Jr., president      Harold R. Bennett














<PAGE>



EXHIBIT A
---------
                                                  WARRANT No. ___



NO SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THIS WARRANT OR
THE SHARES PURCHASABLE HEREUNDER SHALL BE MADE EXCEPT PURSUANT TO
REGISTRATION  UNDER THE SECURITIES ACT OF 1933,  AS  AMENDED,  OR
PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT
REGISTRATION IS NOT REQUIRED.  TRANSFER OF THIS WARRANT  IS  ALSO
RESTRICTED BY A WARRANT PURCHASE AGREEMENT DATED APRIL 17,  2007,
A COPY OF WHICH IS AVAILABLE FROM THE ISSUER.

                WARRANT TO PURCHASE COMMON STOCK
              IN THIRD-ORDER NANOTECHNOLOGIES, INC.

                      Exercisable Commencing

                         April 17, 2007

                           Void After
                         April 17, 2010

THIS  CERTIFIES that, for value received, Harold R. Bennett,  115
Old Vine Way, Napa, California 94558, is entitled, subject to the
terms and conditions set forth in this Warrant, to purchase  from
Third-Order  Nanotechnologies, Inc., a  Nevada  corporation  (the
"Company"), located at 2601 Annand Dr., #16, Wilmington, Delaware
19808,  Three Hundred Thousand (300,000) shares of the  Company's
common stock, par value $.001 per share (the "Common Stock"),  at
a   purchase  price  of  Twenty-Five  Cents  ($0.25)  per  share,
exercisable  for  a  period  of  up  to  Thirty-Six  (36)  months
commencing on the date hereof, subject to adjustment as  provided
in  Section 5 below. This Warrant is issued pursuant to a Warrant
Purchase  Agreement between Harold R. Bennett  and  the  Company,
dated  April  17, 2007, and is subject to all the terms  thereof,
including  the vesting schedules set forth in Section 1  thereof,
and  the  limitations on transferability set forth in  Section  3
thereof.


<PAGE>


      1.   This Warrant may be exercised by the holder hereof, in
whole  or  in  part (but not as to a fractional  share),  by  the
presentation  and  surrender of this Warrant  with  the  form  of
Election  to Purchase duly executed, at the principal  office  of
the  Company  (or  at  such  other address  as  the  Company  may
designate  by  notice  in writing to the  holder  hereof  at  the
address  of  such holder appearing on the books of the  Company),
and  upon  payment  to  the  Company of  the  purchase  price  by
certified  or bank cashier's  check.  The shares of Common  Stock
so purchased shall be deemed to be issued to the holder hereof as
the  record owner of such shares of Common Stock as of the  close
of  business  on the date on which this Warrant shall  have  been
surrendered  and payment made for such shares.  Certificates  for
the  shares  of Common Stock so purchased shall be  delivered  or
mailed  to  the  holder  promptly after  this  Warrant  has  been
exercised,  and  if applicable, a new Warrant identical  in  form
representing the number of shares of Common Stock with respect to
which this Warrant shall not then have been exercised shall  also
be issued to the holder hereof.
      2.    Nothing contained herein shall be construed to confer
upon the holder of this Warrant, as such, any of the rights of  a
shareholder of the Company.
      3.    The Company shall not issue certificates representing
fractions  of  shares of Common Stock upon the exercise  of  this
Warrant,  but shall make a cash payment for any fractional  share
based  on  the market price of the Common Stock on  the  date  of
exercise,  which shall be the closing sale price on the principal
exchange on which the Common Stock is traded; or if not traded on
any  exchange, then the representative closing bid price  in  the
over-the-counter market; or if not traded in the over-the-counter
market,  the  fair  market value as determined by  the  Company's
board  of directors.  All calculations under this Section  3  and
under  Section 5 shall be made to the nearest cent or shares,  as
the case may be.
      4.    Subject to the limitations on transfer set  forth  in
Section  3  of  the Warrant Purchase Agreement, this  Warrant  is
exchangeable, upon its surrender by the holder at the  office  of
the  Company  referred to in Section 1 above,  for  new  warrants
(containing the same terms as this Warrant) each representing the
right  to purchase such number of shares of Common Stock as shall
be  designated by such holder at the time of such surrender  (but
not exceeding in the aggregate the remaining number of shares  of
Common Stock which may be purchased hereunder).  Upon receipt  of
evidence  satisfactory  to  the  Company  of  the  loss,   theft,
destruction or mutilation of this Warrant and upon delivery of  a
bond of indemnity satisfactory to the Company (or, in the case of
mutilation,  upon  surrender of this Warrant), the  Company  will
issue  to  the holder a replacement warrant (containing the  same
terms  as this Warrant). As used herein, "Warrant" shall  include
all  new  warrants issued in exchange for or replacement of  this
Warrant.
      5.    If the Company shall pay a dividend in shares of  its
Common  Shares, subdivide (forward-split) its outstanding  shares
of  Common Stock, combine (reverse-split) its outstanding  shares
of  Common  Stock,  issue by reclassification of  its  shares  of
Common  Stock any shares or other securities of the  Company,  or
distribute to holders of its Common Stock any securities  of  the
Company  or  of  another entity, the number of shares  of  Common
Stock  or  other  securities the holder  hereof  is  entitled  to
purchase pursuant to this Warrant immediately prior thereto shall
be  adjusted so that the holder shall be entitled to receive upon
exercise the number of shares of Common Stock or other securities
which  he or she would have owned or would have been entitled  to
receive after the happening of any of the events described  above
had   this  Warrant  been  exercised  immediately  prior  to  the
happening  of such event, and the exercise price per share  shall
be   correspondingly  adjusted;  provided,   however,   that   no
adjustment  in  the  number of shares and/or the  exercise  price
shall  be  required  unless  such  adjustment  would  require  an


<PAGE>


increase or decrease of at least one percent (1%) in such  number
and/or price; and provided further, however, that any adjustments
which  by  reason of this Section 5 are not required to  be  made
shall be carried forward and taken into account in any subsequent
adjustment.  An adjustment made pursuant to this Section 5  shall
become effective immediately after the record date in the case of
the  stock  dividend  or  other  distribution  and  shall  become
effective immediately after the effective date in the case  of  a
subdivision, combination or reclassification.  The holder of this
Warrant  shall be entitled to participate in any subscription  or
other  rights  offering made to holders of Common  Stock  had  he
purchased  the  full  number of shares as to which  this  Warrant
remains unexercised immediately prior to the record date for such
rights  offering.  If the Company is consolidated or merged  with
or into another corporation or if all or substantially all of its
assets  are  conveyed to another corporation this  Warrant  shall
thereafter be exercisable for the purchase of the kind and number
of  shares  of  stock or other securities or  property,  if  any,
receivable  upon  such consolidation, merger or conveyance  by  a
holder  of  the number of shares of Common Stock of  the  Company
which  could have been purchased on the exercise of this  Warrant
immediately  prior to such consolidation, merger  or  conveyance;
and,  in any such case, appropriate adjustment (as determined  by
the  Board of Directors) shall be made in the application of  the
provisions  herein  set  forth with respect  to  the  rights  and
interests  thereafter of the holder of this Warrant  to  the  end
that  the provisions set forth herein (including provisions  with
respect  to  changes in and other adjustments of  the  number  of
shares of Common Stock the holder of this Warrant is entitled  to
purchase)  shall thereafter be applicable, as nearly as possible,
in  relation to any shares of Common Stock or other securities or
other  property thereafter deliverable upon the exercise of  this
Warrant.   Upon any adjustment of the number of shares of  Common
Stock  or other securities the holder of this Warrant is entitled
to  purchase, and of any change in exercise price per share, then
in  each  such case the Company shall give written notice thereof
to  the then registered holder of this Warrant at the address  of
such  holder  as shown on the books of the Company, which  notice
shall  state such change and set forth in reasonable  detail  the
method  of  calculation and the facts upon which such calculation
is based.
     6.   If at any time:
     A.   The Company shall declare a dividend or other distribution
          on its Common Stock payable otherwise than in cash at the
          same rate as the immediately preceding regular dividend or
          in Common Stock;
     B.   The Company shall authorize the granting to the holders
          of its Common Stock of rights to subscribe for or purchase
          any shares of capital stock of any class or of any other
          rights;
     C.   There shall be any plan or agreement of reorganization,
          or reclassification of the capital stock of the Company,
          or consolidation or merger of the Company with, or sale
          of all or substantially all of its assets to, another
          corporation; or
     D.   There  shall be a voluntary or involuntary dissolution,
          liquidation or winding up of the Company; then the Company
          shall give to the registered holder of this Warrant at the
          address of such holder as shown on the books of the Company,
          at any time prior to the applicable record date or dates,
          a written notice summarizing such action or event and
          stating the record date or dates for any such dividend or
          rights (or if a record is not to be taken, the date or
          dates as of which the holders of Common Stock of record
          to be entitled to such dividend or rights are to be
          determined), the date on which any such reorganization,
          reclassification, consolidation, merger, sale of assets,
          dissolution, liquidation or winding up is expected to


<PAGE>


          become effective, and the date or dates as of which it
          is expected the holders of Common Stock of record shall
          be entitled to effect any exchange of their shares of
          Common Stock for securities of other property  deliverable
          upon  any  such  reorganization, reclassification,
          consolidation, merger, sale of assets, dissolution,
          liquidation or winding up.

      IN WITNESS WHEREOF, the Company has caused this Warrant  to
be signed by its duly authorized officers on April 17, 2007.



Attested:                         THIRD-ORDER NANOTECHNOLOGIES, INC.:



By:/s/Andrew J. Ashton            By:/s/Frederick Goetz
   ---------------------------    --------------------------------
   Andrew J. Ashton, Secretary    Frederick  Goetz, Jr., president













<PAGE>


                            EXHIBIT B
                            ---------

                 Conflict of Interest Disclosure





                               N/A



















<PAGE>


                            EXHIBIT C
                            ---------

                  Prior Work Product Disclosure

1.  Except  as  listed in Section 2 below,  the  following  is  a
complete  list of all Prior Work Product that have been  made  or
conceived  or  first reduced to practice by Consultant  alone  or
jointly  with  others  prior  to  my  engagement  by  Third-Order
Nanotechnologies, Inc.:

[X] No inventions or improvements.
[ ] See below:



[List other work product here]

[ ] Additional sheets attached.

2.  Due  to a prior confidentiality agreement, Consultant  cannot
complete  the  disclosure under Section 1 above with  respect  to
inventions   or   improvements  generally   listed   below,   the
proprietary  rights and duty of confidentiality with  respect  to
which Consultant owes to the following party(ies):

Invention or Improvement Party(ies) Relationship:
  1.   ___________________________
  2.   ___________________________
  3.   ___________________________

[ ] Additional sheets attached.
          (a)
          (b)
          (c)
          (d)  Background Technology Disclosure
The  following  is  a  list  of all Background  Technology  which
Consultant intends to use in performing under this Agreement:

[List all background technology to be used under this Agreement here.]







<PAGE>


                            EXHIBIT D
                            ---------

                     Assignment of Copyright

     For good and valuable consideration which has been received,
the  undersigned  sells,  assigns and  transfers  to  Third-Order
Nanotechnologies, Inc., a Nevada corporation, and its  successors
and  assigns, the copyright in and to the following  work,  which
was created by the following indicated author(s):

Title:

Author(s):

Copyright Office Identification No. (if any):

and  all  of  the  right, title and interest of the  undersigned,
vested and contingent, therein and thereto.

Executed ____5/31/07___________ [date].

Signature: _____/s/ HR Bennett_____

Printed Name: __Hal Bennett_______










<PAGE>