DEBT RESTRUCTURING AGREEMENT

THIS AGREEMENT is made this 8th day of January, 2004 (the "Effective Date") by
and between Nuclear Solutions, Inc., a Nevada corporation ("Nuclear Solutions")
and Lender ("Lender").

BACKGROUND

Borrower desires to defer repayment of funds loaned to the company through
various promissory demand notes and other financial instruments previously
executed between the parties.

Lender desires to defer repayment of funds and to consolidate debt instruments
and repayment terms.

NOW THEREFORE, in consideration for the mutual covenants and agreements
contained herein and for other good and valuable consideration the receipt of
which is hereby acknowledged the parties hereto agree as follows:

1.    SUBJECT INSTRUMENTS: The following debt instruments are acknowledged by
      the parties as subject to the terms of this debt consolidation agreement:

      a.)   1-2-2002 Demand Promissory Note for $275,000
      b.)   8-19-2002 Demand Promissory Note for $10,000
      c.)   9-27-2002 Demand Promissory Note for $100,000
      d.)   5-1-2002 Demand Promissory Note for 100,000
      e.)   10-16-02 Credit line (approximate balance $408,500)

      The total amount owed as of January 8, 2004 including principal and
      interest is calculated to be $973,135.42

2.    The credit line agreement dated 10-16-02 shall be terminated.

3.    Lender agrees to provide an additional amount up to $50,000 dollars to
      Borrower at lenders sole discretion pursuant to the terms of this
      agreement.

4.    The principal balances and accrued instruments from all financial
      instruments indicated above as indicated on Borrowers audited financials,
      shall be consolidated and recapitalized by this agreement. The sum of all
      accrued interest and principal balances shall accrue a simple annual
      interest rate of 10% beginning on the effective date of this contract.

5.    REPAYMENT TERMS:

      a)    Repayment of the consolidated principal and interest balances under
            this agreement shall be deferred until such time that the Borrower
            receives financing of no less than $2,000,000 dollars (Two Million
            Dollars) or twelve months from the effective date of this agreement
            ("Triggering Event"), whichever may occur first.

      b)    Within 15 days of triggering event Borrower shall execute one of the
            following repayment options at Borrowers sole discretion.

            1.)   The outstanding principal and interest accrued to the date of
                  the triggering event shall be converted into rule 144 common
                  stock of the borrower at the 20 day moving average stock price
                  of the effective date of this contract (.084 cents per share
                  as of January 8, 2004)

                  OR


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            2.)   The outstanding principal and balance shall be paid in full
                  with cash.

                  OR

            3.)   Any combination of option 1 and 2 above.

6.    INCENTIVES:

      a.)   Borrower shall issue to lender 2,000,000 rule 144 common shares
            immediately upon demand and instruction as an incentive for entering
            into this agreement.

      b.)   The voting rights to any shares issued under the terms of this
            agreement shall irrevocably vest with the board of directors of
            Nuclear Solutions, Inc. for a period of two years from the date of
            issuance.

7.    LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE
      OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER
      BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT
      LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF
      THE POSSIBILITY OF SUCH DAMAGE. The parties have agreed that the
      limitations specified in this Section 7 will survive and apply even if any
      limited remedy specified in this Agreement is found to have failed of its
      essential purpose.

8.    COMPLIANCE WITH LAWS. Lender and Nuclear Solutions shall comply with all
      applicable federal and state laws and regulations relating in any way to
      its performance under this Agreement.

9.    APPLICABLE LAW. This Agreement shall be deemed to be a contract made under
      the laws of the state of Nevada and for all purposes it, plus any related
      or supplemental documents and notices, shall be construed in accordance
      with and governed by the laws of the State of Nevada exclusive of its
      choice of law rules. The parties expressly agree that any and all disputes
      arising out of or concerning this Agreement shall be litigated and
      adjudicated in the state and/or federal courts located in the State of
      Nevada, and each party consents to and submits to such jurisdiction.

10.   NOTICES. All notices to either party shall be in writing and shall be
      directed to the address stated below (unless notice of an address change
      is given). Any notices or other communications so addressed shall be
      deemed duly served if delivered in person or sent by certified mail or
      facsimile, confirmed by certified mail, return receipt requested.

11.   NO WAIVER. No failure on the part of either party to exercise, and no
      delay in exercising, any right or remedy hereunder shall operate as a
      waiver thereof; nor shall any single or partial exercise of any right or
      remedy hereunder preclude any other or further exercise thereof or the
      exercise of any other right or remedy granted hereby or by any related
      document or by law.

12.   ENTIRE AGREEMENT. This Agreement, including any Schedules hereto and made
      a part hereof, constitutes and expresses the entire agreement and
      understanding between the parties, on the subject matter herein. All
      previous discussions, promises, representations and understandings between
      the parties relative to this Agreement, if any, have been merged into this
      document.


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13.   SEVERABILITY. In the event that any term or provision of this Agreement is
      determined to be unlawful or unenforceable, such term or provision shall
      be deemed severed from this Agreement and all remaining terms and
      provisions of this Agreement shall remain in full force and effect.

14.   AMENDMENTS. This Agreement may not be and shall not be deemed or construed
      to have been modified, amended, rescinded, canceled or waived in whole or
      in part, except by written instrument signed by the parties hereto.

15.   FORCE MAJEURE. Neither party shall be liable to the other party for any
      delay in performance or nonperformance of any provision of this Agreement
      resulting from state or governmental action; riots, war, acts of
      terrorism, sabotage, strikes, lock-outs, prolonged shortage of energy,
      fire, flood, hurricane, earthquakes, lightning, and explosion, provided
      that each party shall promptly notify the other party of the occurrence of
      such event and shall estimate the probable delay resulting therefrom.

16.   HEADINGS. The headings in this Agreement are inserted for convenience and
      identification only and are not intended to describe, interpret, define,
      or limit the scope, extent, or intent of this Agreement or any other
      provision hereof.

17.   AUTHORITY TO EXECUTE. Each party represents and warrants that it has the
      legal power and authority to enter into this Agreement and that it has not
      made and will not make any commitments to the other inconsistent with such
      rights.

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


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NUCLEAR SOLUTIONS, INC.                 LENDER


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Patrick Herda                           Lender
CEO