EXHIBIT 4.08

THIS SECURED DEBENTURE, AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE
(COLLECTIVELY, THE "SECURITIES"), HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE. THE
SECURITIES MAY NOT BE OFFERED OR SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER
THE ACT OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS
OF THE ACT AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER
SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS
ARE AVAILABLE.

                                SECURED DEBENTURE

                         NANOSCIENCE TECHNOLOGIES, INC.

                        8% SECURED CONVERTIBLE DEBENTURE

                              DUE DECEMBER 14, 2008

No. HGH-0006                                                     US$1,050,359.20

      This Secured Debenture (the "DEBENTURE") is issued on December 14, 2005
(the "CLOSING DATE") by Nanoscience Technologies, Inc., a Nevada corporation
(the "COMPANY"), to Highgate House Funds, Ltd. (together with its permitted
successors and assigns, the "HOLDER") pursuant to exemptions from registration
under the Securities Act of 1933, as amended, pursuant to a Securities Purchase
Agreement, dated December 14, 2005 (the "SECURITIES PURCHASE AGREEMENT") among
the Company and Buyer(s) listed on Schedule I thereto.

                                   ARTICLE I.

      Section 1.01 PRINCIPAL AND INTEREST. For value received, the Company
hereby promises to pay to the order of the Holder on December 14, 2008
("MATURITY DATE"), in lawful money of the United States of America and in
immediately available funds the principal sum of One Million Fifty Thousand and
Three Hundred Fifty-Nine Dollars and Twenty Cents ($1,050,359.20), together with
interest on the unpaid principal of this Debenture at the rate of eight percent
(8%) per year (compounded monthly) from the date of this Debenture until paid.
At the Holder's option, the entire principal amount and all accrued interest and
the redemption premium specified in Section 1.04 hereof shall be either (a) paid
to the Holder on the Maturity Date or (b) converted in accordance with Section
1.02 herein.

      Section 1.02 OPTIONAL CONVERSION. The Holder is entitled, at its option,
to convert, and sell on the same day, at any time and from time to time, until
payment in full of this Debenture, all or any part of the principal amount of
the Debenture, plus accrued interest, into

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shares (the "CONVERSION SHARES") of the Company's common stock, par value $0.001
per share ("COMMON STOCK"), at the price per share equal to the lower of: (i)
$1.20 per share (the "FIXED PRICE") or (ii) Eighty percent (80%) of the lowest
Closing Bid Price for the five (5) trading days immediately preceding the date
of conversion (the "FUTURE PRICE") (such lower amount, the "CONVERSION PRICE").
No fraction of shares or scrip representing fractions of shares will be issued
on conversion, but the number of shares issuable shall be rounded to the nearest
whole share. To convert this Debenture, the Holder hereof shall deliver written
notice thereof, substantially in the form of Exhibit A to this Debenture, with
appropriate insertions (the "CONVERSION NOTICE"), to the Escrow Agent (as
defined in the Securities Purchase Agreement) and the Company at its address as
set forth herein. The date upon which the conversion shall be effective (the
"CONVERSION DATE") shall be deemed to be the date of, or the future date set
forth in, the Conversion Notice. The Holder has the right to convert this
Debenture after the Maturity Date. Except as otherwise provided herein, the
Company shall not have the right to object to the conversion or the calculation
of the applicable conversion price, absent manifest error and the Escrow Agent
shall release the shares of Common Stock from escrow upon notifying the Company
of the conversion. Any conversion of any portion of the Debenture to Common
Stock shall be deemed to be a pre-payment of principal plus accrued and unpaid
interest, without any penalty, and shall be credited against any future payments
of principal and interest in the order that such payments become due and
payable.

      Section 1.03 RESERVATION OF COMMON STOCK. As set forth in Section 6(c) of
the Securities Purchase Agreement, the Company shall reserve and keep available
out of its authorized but unissued shares of Common Stock, solely for the
purpose of effecting the conversion of this Debenture, that number of shares of
Common Stock equal to a multiple of five (5) times the number of shares of
Common Stock into which the Debenture is convertible from time to time based
upon the Conversion Price. If at any time the Company does not have a sufficient
number of Conversion Shares authorized and available, then the Company shall
call and hold a special meeting of its stockholders within forty five (45) days
of that time for the sole purpose of increasing the number of authorized shares
of Common Stock.

      Section 1.04 RIGHT OF REDEMPTION. The Company at its option shall have the
right to redeem, with three (3) business days advance written notice (the
"REDEMPTION NOTICE"), a portion or all of the Debenture; PROVIDED, THAT the
Closing Bid Price (as defined in the Securities Purchase Agreement) of the
Common Stock is less than the Conversion Price for five (5) trading days
immediately prior to the delivery date of the Redemption Notice to the Holder.
The redemption price shall be One Hundred and Twenty percent (120%) (the
"REDEMPTION PRICE") of the face amount redeemed plus accrued and unpaid interest
thereon. The Company shall pay the Redemption Price on all payments made
pursuant to the Debenture, including payments made before, on, or after the
Maturity Date. For all payments under this Debenture, the payment of the
Redemption Price by the Company shall be in addition to any accrued interest
due, subject to the maximum amount of interest allowed to be charged by law.

      Section 1.05 REGISTRATION RIGHTS. The Company is obligated to register the
resale of the Conversion Shares under the Act, pursuant to the terms of a
Investor Registration Rights Agreement, between the Company and Highgate House
Funds, Ltd. of even date herewith (the "INVESTOR REGISTRATION RIGHTS
AGREEMENT"). The redemption of all or a portion of this Debenture

                                        2

<PAGE>

by the Company, does not affect the Holder's rights to receive registration
rights pursuant to this provision or to the Investor Registration Rights
Agreement.

      Section 1.06 INTEREST PAYMENTS. The interest payable pursuant to his
Debenture will be paid to the Holder at the time of maturity or conversion, as
the case may be, with respect to the principal amount hereunder repaid or
converted, as applicable. At the time such interest is payable, the Holder, in
its sole discretion, may elect that the interest be paid in cash (via wire
transfer or certified funds) or in the form of Common Stock. If paid in the form
of Common Stock, the amount of stock to be issued will be calculated as follows:
the value of the stock shall be the Closing Bid Price on: (i) the date the
interest payment is due; or (ii) if the interest payment is not made when due,
the date the interest payment is made. A number of shares of Common Stock with a
value equal to the amount of interest due shall be issued. No fractional shares
will be issued; therefore, in the event that the value of the Common Stock
issued in payment of such interest does not equal the total interest due, the
Company will pay the balance in cash.

      Section 1.07 PAYING AGENT AND REGISTRAR. Initially, the Company will act
as paying agent and registrar. The Company may change any paying agent,
registrar, or Company-registrar by giving the Holder not less than ten (10)
business days' written notice of its election to do so, specifying the name,
address, telephone number and facsimile number of the paying agent or registrar.
The Company may act in any such capacity.

      Section 1.08 SECURED NATURE OF DEBENTURE. This Debenture is secured by all
of the assets and property of the Company as set forth on Exhibit A to the
Security Agreement dated the date hereof between the Company and Highgate House
Funds, Ltd. (the "SECURITY AGREEMENT").

      Section 1.09 THE ESCROW SHARES. The Company shall deposit Seven Million
One Hundred Seventy One Thousand (7,171,000) shares of Common Stock with the
Escrow Agent as "Escrow Shares." Upon receipt of the Conversion Notice from the
Holder, the Escrow Agent shall distribute from the Escrow Shares the Conversion
Shares to Holder pursuant to this Debenture and the Securities Purchase
Agreement including Exhibit F thereto.

                                   ARTICLE II.

      Section 2.01 AMENDMENTS AND WAIVER OF DEFAULT. The Debenture may not be
amended without the written consent of the Holder and the Company.
Notwithstanding the above, without the consent of the Holder, the Debenture may
be amended to cure any ambiguity, defect or inconsistency.

                                  ARTICLE III.

      Section 3.01 EVENTS OF DEFAULT. An Event of Default is defined as follows:
(a) failure by the Company to pay amounts due hereunder on the Maturity Date;
(b) failure by the Company's transfer agent to issue freely tradeable Common
Stock to the Holder within five (5) days of the Company's receipt of the
attached Conversion Notice from Holder; (c) failure by the Company for ten (10)
days after notice to it to comply with any of its other agreements in the
Debenture; (d) failure by the Company to comply with the terms of the
Irrevocable Transfer

                                        3

<PAGE>

Agent Instructions (as defined in the Securities Purchase Agreement); (e) if the
Company files for relief under the United States Bankruptcy Code (the
"BANKRUPTCY CODE") or under any other state or federal bankruptcy or insolvency
law, or files an assignment for the benefit of creditors, or if an involuntary
proceeding under the Bankruptcy Code or under any other federal or state
bankruptcy or insolvency law is commenced against the company; or (f) a material
breach by the Company of its obligations under any of the Transaction Documents
(as defined in the Securities Purchase Agreement) which is not cured by the
Company within any allocated cure period therein. Upon the occurrence of an
Event of Default, the Holder may, in its sole discretion, (i) accelerate full
repayment of the Debenture and accrued interest thereon at the Redemption Price
and/or (ii) convert the Debenture and accrued interest thereon at twenty percent
(20%) of the then Conversion Price. The failure of the Company to make payments
due under Section 1.06 shall also be deemed as an Event of Default. Upon an
Event of Default and election by the Holder to convert all or part of the
Debenture in accordance with subclause (ii) in the immediately preceding
sentence by delivery of a Conversion Notice to the Company and the Escrow Agent
in accordance with the terms of the Escrow Shares Escrow Agreement, the Escrow
Agent is authorized and directed to release Escrow Shares in satisfaction of
such conversion to the Buyer if requested by the Buyer, without approval of the
Company.

      Section 3.02 FAILURE TO ISSUE UNRESTRICTED COMMON STOCK. As indicated in
Section 3.01, a breach by the Company of its obligations under the Investor
Registration Rights Agreement shall be deemed an Event of Default, which if not
cured within ten (10) days, shall entitle the Holder to accelerate full
repayment of the Debenture and accrued interest thereon or, notwithstanding any
limitations contained in this Debenture and/or the Securities Purchase
Agreement, to convert the Debentures outstanding and accrued interest thereon
into shares of Common Stock pursuant to Section 1.02 herein. The Company
acknowledges that failure to honor a Conversion Notice shall cause irreparable
harm to the Holder.

                                  ARTICLE IV.

      Section 4.01 RE-ISSUANCE OF DEBENTURE. When the Holder elects to convert a
part of this Debenture, upon surrender of this Debenture to the Company, the
Company shall cancel this Debenture and issue a new debenture in the same form
as this Debenture to reflect the new principal amount.

                                   ARTICLE V.

      Section 5.01 ANTI-DILUTION. ADJUSTMENT OF CONVERSION PRICE OR FUTURE
PRICE. The Conversion Price or Future Price shall be adjusted from time to time
as follows:

            (a) ADJUSTMENT OF CONVERSION PRICE AND NUMBER OF SHARES UPON
ISSUANCE OF COMMON STOCK. If and whenever on or after the Closing Date of this
Debenture, the Company issues or sells, or is deemed to have issued or sold, any
shares of Common Stock (other than (i) Excluded Securities (as defined herein)
and (ii) shares of Common Stock which are issued or deemed to have been issued
by the Company in connection with an Approved Stock Plan (as defined herein) or
upon issuance, exercise or conversion of the Other Securities (as defined
herein)) for a consideration per share less than a price (the "APPLICABLE
PRICE") equal to the Conversion Price in effect immediately prior to such
issuance or sale, then

                                        4

<PAGE>

immediately after such issue or sale the Conversion Price then in effect shall
be reduced to an amount equal to a price determined by dividing (i) an amount
equal to the sum of (a) the number of shares of Common Stock outstanding
(including, for this purpose, shares of Common Stock issuable upon conversion of
this Debenture and shares of Common Stock issuable upon the exercise of all then
outstanding stock options, warrants or other rights to acquire Common Stock or
securities convertible into Common Stock) immediately prior to such issue or
sale multiplied by the then existing Applicable Price and (b) the consideration,
if any, received by the Corporation upon such issue or sale, by (ii) an amount
equal to the sum of (a) the total number of shares of Common Stock outstanding
immediately prior to such issue or sale (including, for this purpose, shares of
Common Stock issuable upon conversion of this Debenture and shares of Common
Stock issuable upon the exercise of all then outstanding stock options, warrants
or other rights to acquire Common Stock or securities convertible into Common
Stock) and (b) the total number of shares of Common Stock issuable in such issue
or sale (the "ADJUSTED CONVERSION PRICE"), provided that in no event shall the
Conversion Price be reduced below $0.001. Notwithstanding the foregoing, there
shall be no adjustments for the issuance of shares of Common Stock underlying
the Warrant of even date herewith between the Company and the Holder.

            (b) EFFECT ON FIXED CONVERSION PRICE OF CERTAIN EVENTS. For purposes
of determining the adjusted Fixed Conversion Price under Section 5.01(a) above,
the following shall be applicable:

                  (i) ISSUANCE OF OPTIONS. If after the date hereof, the Company
in any manner grants any rights, warrants or options to subscribe for or
purchase Common Stock or convertible securities ("OPTIONS") and the lowest price
per share for which one share of Common Stock is issuable upon the exercise of
any such Option or upon conversion or exchange of any convertible securities
issuable upon exercise of any such Option is less than the Fixed Conversion
Price then in effect, then such share of Common Stock shall be deemed to be
outstanding and to have been issued and sold by the Company at the time of the
granting or sale of such Option for such price per share. For purposes of this
Section 5.01(b)(i), the lowest price per share for which one share of Common
Stock is issuable upon exercise of such Options or upon conversion or exchange
of such convertible securities shall be equal to the sum of the lowest amounts
of consideration (if any) received or receivable by the Company with respect to
any one share of Common Stock upon the granting or sale of the Option, upon
exercise of the Option or upon conversion or exchange of any other convertible
security other than this Debenture issuable upon exercise of such Option. No
further adjustment of the Fixed Conversion Price shall be made upon the actual
issuance of such Common Stock or of such convertible securities upon the
exercise of such Options or upon the actual issuance of such Common Stock upon
conversion or exchange of such convertible securities.

                  (ii) ISSUANCE OF CONVERTIBLE SECURITIES. If the Company in any
manner issues or sells any convertible securities after the Closing Date and the
lowest price per share for which one share of Common Stock is issuable upon the
conversion or exchange thereof is less than the Fixed Conversion Price then in
effect, then such share of Common Stock shall be deemed to be outstanding and to
have been issued and sold by the Company at the time of the issuance or sale of
such convertible securities for such price per share. For the purposes of this
Section 5.01(b)(ii), the lowest price per share for which one share of Common
Stock is issuable

                                        5

<PAGE>

upon such conversion or exchange shall be equal to the sum of the lowest amounts
of consideration (if any) received or receivable by the Company with respect to
one share of Common Stock upon the issuance or sale of the convertible security
and upon conversion or exchange of such convertible security. No further
adjustment of the Conversion Price shall be made upon the actual issuance of
such Common Stock upon conversion or exchange of such convertible securities,
and if any such issue or sale of such convertible securities is made upon
exercise of any Options for which adjustment of the Fixed Conversion Price had
been or are to be made pursuant to other provisions of this Section 5.01(b), no
further adjustment of the Conversion Price shall be made by reason of such issue
or sale.

                  (iii) CHANGE IN OPTION PRICE OR RATE OF CONVERSION. If the
purchase price provided for in any Options, the additional consideration, if
any, payable upon the issue, conversion or exchange of any convertible
securities, or the rate at which any convertible securities are convertible into
or exchangeable for Common Stock changes at any time, the Fixed Conversion Price
in effect at the time of such change shall be adjusted to the Fixed Conversion
Price which would have been in effect at such time had such Options or
convertible securities provided for such changed purchase price, additional
consideration or changed conversion rate, as the case may be, at the time
initially granted, issued or sold and the number of shares of Common Stock
issuable upon conversion of this Debenture shall be correspondingly readjusted.
For purposes of this Section 5.01(b)(iii), if the terms of any Option or
convertible security that was outstanding as of the Closing Date of this
Debenture are changed in the manner described in the immediately preceding
sentence, then such Option or convertible security and the Common Stock deemed
issuable upon exercise, conversion or exchange thereof shall be deemed to have
been issued as of the date of such change. No adjustment pursuant to this
Section 5.01(b) shall be made if such adjustment would result in an increase of
the Fixed Conversion Price then in effect.

            (c) EFFECT ON FIXED CONVERSION PRICE OF CERTAIN EVENTS. For purposes
of determining the adjusted Fixed Conversion Price under Sections 5.01(a) and
5.01(b), the following shall be applicable:

                  (i) CALCULATION OF CONSIDERATION RECEIVED. If any Common
Stock, Options or convertible securities are issued or sold or deemed to have
been issued or sold for cash, the consideration received therefore will be
deemed to be the net amount received by the Company therefore. If any Common
Stock, Options or convertible securities are issued or sold for a consideration
other than cash, the amount of such consideration received by the Company will
be the fair value of such consideration, except where such consideration
consists of marketable securities, in which case the amount of consideration
received by the Company will be the market price of such securities on the date
of receipt of such securities. If any Common Stock, Options or convertible
securities are issued to the owners of the non-surviving entity in connection
with any merger in which the Company is the surviving entity, the amount of
consideration therefore will be deemed to be the fair value of such portion of
the net assets and business of the non-surviving entity as is attributable to
such Common Stock, Options or convertible securities, as the case may be. The
fair value of any consideration other than cash or securities will be determined
jointly by the Company and the holders of the Debenture

                                        6

<PAGE>

representing at least two-thirds of the shares of Common Stock issuable upon
conversion of the Debenture then outstanding. If such parties are unable to
reach agreement within ten (10) days after the occurrence of an event requiring
valuation (the "VALUATION EVENT"), the fair value of such consideration will be
determined within five (5) Business Days after the tenth (10th) day following
the Valuation Event by an independent, reputable appraiser jointly selected by
the Company and the holders of the Debenture representing at least two-thirds of
the shares of Common Stock issuable upon conversion of the Debenture then
outstanding. The determination of such appraiser shall be final and binding upon
all parties and the fees and expenses of such appraiser shall be borne by the
Company.

                  (ii) INTEGRATED TRANSACTIONS. In case any Option is issued in
connection with the issue or sale of other securities of the Company, together
comprising one integrated transaction in which no specific consideration is
allocated to such Options by the parties thereto, the Options will be deemed to
have been issued for a consideration of $.01.

                  (iii) TREASURY SHARES. The number of shares of Common Stock
outstanding at any given time does not include shares owned or held by or for
the account of the Company, and the disposition of any shares so owned or held
will be considered an issue or sale of Common Stock.

                  (iv) RECORD DATE. If the Company takes a record of the holders
of Common Stock for the purpose of entitling them (1) to receive a dividend or
other distribution payable in Common Stock, Options or in convertible securities
or (2) to subscribe for or purchase Common Stock, Options or convertible
securities, then such record date will be deemed to be the date of the issue or
sale of the shares of Common Stock deemed to have been issued or sold upon the
declaration of such dividend or the making of such other distribution or the
date of the granting of such right of subscription or purchase, as the case may
be.

            (d) ADJUSTMENT OF FIXED CONVERSION PRICE UPON SUBDIVISION OR
COMBINATION OF COMMON STOCK. If the Company at any time after the date of
issuance of this Debenture subdivides (by any stock split, stock dividend,
recapitalization or otherwise) one or more classes of its outstanding shares of
Common Stock into a greater number of shares, any Fixed Conversion Price or
Future Price in effect immediately prior to such subdivision will be
proportionately reduced. If the Company at any time after the date of issuance
of this Debenture combines (by combination, reverse stock split or otherwise)
one or more classes of its outstanding shares of Common Stock into a smaller
number of shares, any Fixed Conversion Price or Future Price in effect
immediately prior to such combination will be proportionately increased. Any
adjustment under this Section 5.01(d) shall become effective at the close of
business on the date the subdivision or combination becomes effective.

            (e) DISTRIBUTION OF ASSETS. If the Company shall declare or make any
dividend or other distribution of its assets (or rights to acquire its assets)
to holders of Common Stock, by way of return of capital or otherwise (including,
without limitation, any distribution of cash, stock or other securities,
property or options by way of a dividend, spin off, reclassification, corporate
rearrangement or other similar transaction) (a "DISTRIBUTION"), at any time
after the issuance of this Debenture, then, in each such case any Fixed
Conversion Price in effect immediately prior to the close of business on the
record date fixed for the determination of

                                        7

<PAGE>

holders of Common Stock entitled to receive the Distribution shall be reduced,
effective as of the close of business on such record date, to a price determined
by multiplying such Fixed Conversion Price by a fraction of which (A) the
numerator shall be the closing bid price of the Common Stock on the trading day
immediately preceding such record date minus the value of the Distribution (as
determined in good faith by the Company's Board of Directors) applicable to one
share of Common Stock, and (B) the denominator shall be the closing bid price of
the Common Stock on the trading day immediately preceding such record date; and

            (f) CERTAIN EVENTS. If any event occurs of the type contemplated by
the provisions of this Section 5.01 but not expressly provided for by such
provisions (including, without limitation, the granting of stock appreciation
rights, phantom stock rights or other rights with equity features), then the
Company's Board of Directors will make an appropriate adjustment in the Fixed
Conversion Price so as to protect the rights of the holders of the Debenture;
provided, except as set forth in Section 5.01(d), that no such adjustment
pursuant to this Section 5.01(f) will increase the Fixed Conversion Price as
otherwise determined pursuant to this Section 5.01.

            (g) NOTICES.

                  (i) Immediately upon any adjustment of the Fixed Conversion
Price or the Future Price, the Company will give written notice thereof to the
holder of this Debenture, setting forth in reasonable detail, and certifying,
the calculation of such adjustment.

                  (ii) The Company will give written notice to the holder of
this Debenture at least ten (10) days prior to the date on which the Company
closes its books or takes a record (A) with respect to any dividend or
distribution upon the Common Stock, (B) with respect to any pro rata
subscription offer to holders of Common Stock or (C) for determining rights to
vote with respect to any dissolution or liquidation, provided that such
information shall be made known to the public prior to or in conjunction with
such notice being provided to such holder.

            (h) DEFINITIONS.

                  (i) "APPROVED STOCK PLAN" means any employee benefit plan
which has been approved by the Board of Directors of the Company, pursuant to
which the Company's securities may be issued to any employee, officer or
director for services provided to the Company.

                  (ii) "EXCLUDED SECURITIES" means, provided such security is
issued at a price which is greater than or equal to the arithmetic average of
the Closing Bid Prices of the Common Stock for the ten (10) consecutive trading
days immediately preceding the date of issuance, any of the following: (a) any
issuance by the Company of securities in connection with a strategic partnership
or a joint venture (the primary purpose of which is not to raise equity
capital), (b) any issuance by the Company of securities as consideration for a
merger or consolidation or the acquisition of a business, product, license, or
other assets of another person or entity and (c) options to purchase shares of
Common Stock, provided (I) the issuance of such options (the "APPROVED PLAN") is
to newly hired employees within thirty (30) days of such

                                        8

<PAGE>

employee starting his/her employment in an aggregate amount of up to 100,000
shares of the Company's Common Stock, and (II) the exercise price of such
options is not less than the closing bid price of the Common Stock on the date
of issuance of such option.

                  (iii) "OTHER SECURITIES" means (i) those options and warrants
of the Company issued prior to, and outstanding on, the Closing Date, (ii) the
shares of Common Stock issuable on exercise of such options and warrants,
provided such options and warrants are not amended after the Closing Date and
(iii) the shares of Common Stock issuable upon conversion of this Debenture, or
otherwise in connection with this Debenture.

            (i) Nothing in this Section 5.01 shall be deemed to authorize the
issuance of any securities by the Company in violation of Section 5.02.

      Section 5.02 CONSENT OF HOLDER TO SELL CAPITAL STOCK OR GRANT SECURITY
INTERESTS. So long as any of the principal of or interest on this Debenture
remains unpaid and unconverted, the Company shall not, without the prior consent
of the Holder (i) issue or sell any Common Stock or Preferred Stock without
consideration or for a consideration per share less than its fair market value
determined immediately prior to its issuance, (ii) issue or sell any Preferred
Stock, warrant, option, right, contract, call, or other security or instrument
granting the holder thereof the right to acquire Common Stock without
consideration or for a consideration per share less than such Common Stock's
fair market value determined immediately prior to its issuance, (iii) enter into
any security instrument granting the holder a security interest in any of the
assets of the Company, or (iv) file any registration statement on Form S-8,
except that such Form S-8 relates solely to an Approved Plan and provided that
such Form S-8 is not filed prior to 90 days following the effectiveness of the
Registration Statement referenced in the Investor Registration Rights Agreement
except that the Company may, without the consent of the Holder, (i) issue or
sell shares of Common Stock or warrants, options or other rights to purchase in
the aggregate up to one million (1,000,000) shares of Common Stock to its
executive officers, directors and employees pursuant to a Board approved option
plan or as otherwise may be approved by the Board of Directors of the Company,
provided, however, fifteen (15) days prior written notice is given to the
Holder, (ii) issue shares of Common Stock pursuant to a Standby Equity
Distribution Agreement or similar agreement entered into between the Company and
Dutchess Private Equities Fund, LP or an affiliate thereof, or (iii) issue any
securities to the Holder, regardless of whether the sales price of such
securities is below their fair market value.

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<PAGE>

                                  ARTICLE VI.

      Section 6.01 NOTICE. Notices regarding this Debenture shall be sent to the
parties at the following addresses, unless a party notifies the other parties,
in writing, of a change of address:

If to the Company, to:                Nanoscience Technologies, Inc.
                                      45 Rockefeller Pl., Suite 2000 #43
                                      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
                                      Attention: Robert S. Brown, Esq.
                                      New York, NY 10022
                                      Telephone: (212) 209-5500
                                      Facsimile: (212) 371-5500

If to the Holder:                     Highgate House Funds, Ltd
                                      488 Madison Avenue
                                      New York, NY 10022
                                      Telephone:        212-400-6900
                                      Facsimile:        212-400-6901

With a copy to:                       Tim Dockery
                                      Gottbetter & Partners, LLP
                                      488 Madison Avenue
                                      New York, NY 10022
                                      Telephone:        212-400-6900
                                      Facsimile:        212-400-6901

      Section 6.02 GOVERNING LAW. The parties hereto acknowledge that the
transactions contemplated by this Agreement and the exhibits hereto bear a
reasonable relation to the State of New York. The parties hereto agree that the
internal laws of the State of New York shall govern this Agreement and the
exhibits hereto, including, but not limited to, all issues related to usury. Any
action to enforce the terms of this Agreement or any of its exhibits shall be
brought exclusively in the state and/or federal courts situated in the County
and State of New York. Service of process in any action by the Buyers to enforce
the terms of this Agreement may be made by serving a copy of the summons and
complaint, in addition to any other relevant documents, by commercial overnight
courier to the Company at its principal address set forth in this Agreement.

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<PAGE>

      Section 6.03 SEVERABILITY. The invalidity of any of the provisions of this
Debenture shall not invalidate or otherwise affect any of the other provisions
of this Debenture, which shall remain in full force and effect.

      Section 6.04 ENTIRE AGREEMENT AND AMENDMENTS. This Debenture represents
the entire agreement between the parties hereto with respect to the subject
matter hereof and there are no representations, warranties or commitments,
except as set forth herein. This Debenture may be amended only by an instrument
in writing executed by the parties hereto.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       11

<PAGE>

      IN WITNESS WHEREOF, with the intent to be legally bound hereby, the
Company as executed this Debenture as of the date first written above.

                                 NANOSCIENCE TECHNOLOGIES, INC.

                                 By: /s/ David Rector
                                     ----------------------------------------
                                 Name: David Rector
                                 Title: Secretary, Chief Operating Officer

                                       12

<PAGE>

                                    EXHIBIT A

                              NOTICE OF CONVERSION

        (TO BE EXECUTED BY THE HOLDER IN ORDER TO CONVERT THE DEBENTURE)

TO:

      The undersigned hereby irrevocably elects to convert $____________________
of the principal amount of the above Debenture into Shares of Common Stock of
Nanoscience Technologies, Inc., according to the conditions stated therein, as
of the Conversion Date written below.

CONVERSION DATE:                          ______________________________________

APPLICABLE CONVERSION PRICE:              ______________________________________

SIGNATURE:                                ______________________________________

NAME:                                     ______________________________________

ADDRESS:                                  ______________________________________

AMOUNT TO BE CONVERTED:                   $_____________________________________

AMOUNT OF DEBENTURE UNCONVERTED:          $_____________________________________

CONVERSION PRICE PER SHARE:               $_____________________________________

NUMBER OF SHARES OF COMMON STOCK TO BE
ISSUED:                                   ______________________________________

PLEASE ISSUE THE SHARES OF COMMON STOCK
IN THE FOLLOWING NAME AND TO THE
FOLLOWING ADDRESS:                        ______________________________________

ISSUE TO:                                 ______________________________________

AUTHORIZED SIGNATURE:                     ______________________________________

NAME:                                     ______________________________________

TITLE:                                    ______________________________________

PHONE NUMBER:                             ______________________________________

BROKER DTC PARTICIPANT CODE:              ______________________________________

ACCOUNT NUMBER:                           ______________________________________