EXHIBIT 4.07

            VOID AFTER 5:00 P.M., NEW YORK TIME ON DECEMBER 14, 2008
               WARRANT TO PURCHASE 100,000 SHARES OF COMMON STOCK

                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                         NANOSCIENCE TECHNOLOGIES, INC.

THIS WARRANT, AND THE SECURITIES INTO WHICH IT IS EXERCISABLE (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.

      FOR VALUE RECEIVED, Nanoscience Technologies, Inc., a corporation
organized under the laws of Nevada (the "Company"), grants the following rights
to Highgate House Funds, Ltd, a Cayman Islands company, and/or its assigns (the
"Holder"):

                             ARTICLE 1. DEFINITIONS

      Capitalized terms used and not otherwise defined herein shall have the
meanings given such terms in the Securities Purchase Agreement by and between
the Company and the Holder and entered into on December 14, 2005 (the "Purchase
Agreement"). As used in this Agreement, the following terms shall have the
following meanings:

      "Corporate Office" shall mean the office of the Company (or its successor)
at which at any particular time its principal business shall be administered.

      "Exercise Date" shall mean any date on which the Holder gives the Company
a Notice of Exercise in compliance with the terms of Exhibit E to the Purchase
Agreement.

      "Exercise Price" shall mean the Fixed Price per share of Common Stock,
subject to adjustment as provided herein.

      "Expiration Date" shall mean 5:00 p.m. (New York time) on December 14,
2008.

      "Fair Market Value" shall have the meaning set forth in Section 2.2(b).

      "Fixed Price" shall mean US$.01 per share of Common Stock.

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      "Market Value" shall have the meaning set forth in Section 2.2(b).

      "SEC" shall mean the United States Securities and Exchange Commission.

      "Warrant Shares" shall mean the shares of the Common Stock issuable upon
exercise of this Warrant.

                       ARTICLE 2. EXERCISE AND AGREEMENTS

      2.1 EXERCISE OF WARRANT; SALE OF WARRANT AND WARRANT SHARES. (a) This
Warrant shall entitle the Holder to purchase, at the Exercise Price, 100,000
shares of Common Stock. This Warrant shall be exercisable at any time and from
time to time from the date hereof and prior to the Expiration Date (the
"Exercise Period"). This Warrant and the right to purchase Warrant Shares
hereunder shall expire and become void on the Expiration Date.

      2.2 MANNER OF EXERCISE.

      (a) The Holder may exercise this Warrant at any time and from time to time
during the Exercise Period, in whole or in part (but not in denominations of
fewer than 10,000 Warrant Shares, except upon an exercise of this Warrant with
respect to the remaining balance of Warrant Shares purchasable hereunder at the
time of exercise), by delivering to the Escrow Agent pursuant to the Escrow
Agreement incorporated herein by reference (i) a duly executed Notice of
Exercise in substantially the form attached as Appendix I hereto, (ii) the
certificate representing the Warrant and (iii) a bank cashier's or certified
check for the aggregate Exercise Price for the Warrant Shares being purchased.

      (b) The Holder may, at its option, in lieu of paying cash for the Warrant
Shares, exercise this Warrant by an exchange, in whole or in part (a "Warrant
Exchange"), by delivery to the Escrow Agent of (i) a duly executed Notice of
Exercise electing a Warrant Exchange and (ii) the certificate representing this
Warrant. In connection with any Warrant Exchange, the Holder shall be deemed to
have paid for the Warrant Shares an amount equal to the Fair Market Value of
each Warrant delivered, and the Warrants shall be deemed exercised for the
amount so paid. For this purpose, the Fair Market Value of each Warrant is the
difference between the Market Value of a share of Common Stock and the Exercise
Price on the Exercise Date. Market Value shall mean the average Closing Bid
Price of a share of Common Stock during the ten (10) Trading Days ending on the
Exercise Date.

      2.3 TERMINATION. All rights of the Holder in this Warrant, to the extent
they have not been exercised, shall terminate on the Expiration Date.

      2.4 NO RIGHTS PRIOR TO EXERCISE. This Warrant shall not entitle the Holder
to any voting or other rights as a stockholder of the Company.

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      2.5 FRACTIONAL SHARES. No fractional shares shall be issuable upon
exercise of this Warrant, and the number of Warrant Shares to be issued shall be
rounded up to the nearest whole number. If, upon exercise of this Warrant, the
Holder hereof would be entitled to receive any fractional share, the Company
shall issue to the Holder one additional share of Common Stock in lieu of such
fractional share.

      2.6 ESCROW. The Company agrees to enter into the Escrow Agreement and to
deposit with the Escrow Agent thereunder stock certificates registered in the
name of the Holder, representing a number of shares of Common Stock (in
denominations specified by the Purchaser) equal, in the aggregate, to the total
number of Warrant Shares for which this Warrant is exercisable, assuming
exercise of this Warrant in full on the date hereof. The Company shall deposit
additional certificates for Warrant Shares upon request by the Escrow Agent
pursuant to the Escrow Agreement.

      2.7 ADJUSTMENTS TO EXERCISE PRICE AND NUMBER OF SECURITIES.

      (a) COMPUTATION OF ADJUSTED EXERCISE PRICE. In case the Company shall at
any time after the date hereof and until this Warrant is fully exercised issue
or sell any shares of Common Stock (other than the issuances or sales referred
to in Section 2.7(f) hereof), including shares held in the Company's treasury
and shares of Common Stock issued upon the exercise of any options, rights or
warrants to subscribe for shares of Common Stock and shares of Common Stock
issued upon the direct or indirect conversion or exchange of securities for
shares of Common Stock (excluding shares of Common Stock issuable upon exercise
of options, warrants or conversion rights granted as of the date hereof), for a
consideration per share less than the Exercise Price on the date immediately
prior to the issuance or sale of such shares, or without consideration, then
forthwith upon such issuance or sale, the Exercise Price shall (until another
such issuance or sale) be reduced to the price equal to the quotient derived by
dividing (A) an amount equal to the sum of (X) the product of (a) the Exercise
Price on the date immediately prior to the issuance or sale of such shares,
multiplied by (b) the total number of shares of Common Stock outstanding
immediately prior to such issuance or sale plus, (Y) the aggregate of the amount
of all consideration, if any, received by the Company upon such issuance or
sale, by (B) the total number of shares of Common Stock outstanding immediately
after such issuance or sale; provided, however, that in no event shall the
Exercise Price be adjusted pursuant to this computation to an amount in excess
of the Exercise Price in effect immediately prior to such computation, except in
the case of a combination of outstanding shares of Common Stock, as provided by
Section 2.7(c) hereof.

      For the purposes of any computation to be made in accordance with this
Section 2.7(a), the following provisions shall be applicable:

            (i) In case of the issuance or sale of shares of Common Stock for a
      consideration part or all of which shall be cash, the amount of cash
      consideration therefor shall be deemed to be the amount of cash received
      by the Company for such shares (or, if shares of Common Stock are offered
      by the Company for subscription, the subscription price, or if either of
      such securities shall be sold to underwriters or dealers for public
      offering without a subscription offering, the initial public offering
      price) before deducting therefrom any compensation paid or discount
      allowed in the sale, underwriting or purchase thereof by underwriters or

<PAGE>

      dealers or others performing similar services, or any expenses incurred in
      connection therewith.

            (ii) In case of the issuance or sale (otherwise than as a dividend
      or other distribution on any stock of the Company) of shares of Common
      Stock for a consideration part or all of which shall be other than cash,
      the amount of the consideration therefor other than cash shall be deemed
      to be the value of such consideration as determined in good faith by the
      Board of Directors of the Company.

            (iii) Shares of Common Stock issuable by way of dividend or other
      distribution on any stock of the Company shall be deemed to have been
      issued immediately after the opening of business on the day following the
      record date for the determination of stockholders entitled to receive such
      dividend or other distribution and shall be deemed to have been issued
      without consideration.

            (iv) The reclassification of securities of the Company other than
      shares of the Common Stock into securities including shares of Common
      Stock shall be deemed to involve the issuance of such shares of Common
      Stock for a consideration other than cash immediately prior to the close
      of business on the date fixed for the determination of security holders
      entitled to receive such shares, and the value of the consideration
      allocable to such shares of Common Stock shall be determined as provided
      in subsection (ii) of this Section 2.7(a).

            (v) The number of shares of Common Stock at any one time outstanding
      shall include the aggregate number of shares issued or issuable (subject
      to readjustment upon the actual issuance thereof) upon the exercise of
      options, rights, warrants and upon the conversion or exchange of
      convertible or exchangeable securities; provided, however, that shares
      issuable upon the exercise of the Warrants shall not be included in such
      calculation.

      (b) OPTIONS, RIGHTS, WARRANTS AND CONVERTIBLE AND EXCHANGEABLE SECURITIES.
In case the Company shall at any time after the date hereof and until this
Warrant is fully exercised issue options, rights or warrants to subscribe for
shares of Common Stock, or issue any securities convertible into or exchangeable
for shares of Common Stock, for a consideration per share less than the Exercise
Price immediately prior to the issuance of such options, rights or warrants
(excluding shares of Common Stock issuable upon exercise of options, warrants or
conversion rights granted as of the date hereof and shares of Common Stock
issuable upon exercise of stock options at or above the closing market price per
share of Common Stock under any stock option plan of the Company), or such
convertible or exchangeable securities, or without consideration, the Exercise
Price in effect immediately prior to the issuance of such options, rights or
warrants, or such convertible or exchangeable securities, as the case may be,
shall be reduced to a price determined by making a computation in accordance
with the provision of Section 2.7(a) hereof, provided that:

            (i) The aggregate maximum number of shares of Common Stock, as the
      case may be, issuable under such options, rights or warrants shall be
      deemed

<PAGE>

      to be issued and outstanding at the time such options, rights or
      warranties were issued, and for a consideration equal to the minimum
      purchase price per share provided for in such options, rights or warrants
      at the time of issuance, plus the consideration (determined in the same
      manner as consideration received on the issue or sale of shares in
      accordance with the terms of the Warrants), if any, received by the
      Company for such options, rights or warrants.

            (ii) The aggregate maximum number of shares of Common Stock issuable
      upon conversion or exchange of any convertible or exchangeable securities
      shall be deemed to be issued and outstanding at the time of issuance of
      such securities, and for a consideration equal to the consideration
      (determined in the same manner as consideration received on the issue or
      sale of shares of Common Stock in accordance with the terms of the
      Warrants) received by the Company for such securities, plus the minimum
      consideration, if any, receivable by the Company upon the conversion or
      exchange thereof.

            (iii) If any change shall occur in the price per share provided for
      in any of the options, rights or warrants referred to in subsection (a) of
      this Section 2.7, or in the price per share at which the securities
      referred to in subsection (b) of this Section 2.7 are convertible or
      exchangeable, such options, rights or warrants or conversion or exchange
      rights, as the case may be, shall be deemed to have expired or terminated
      on the date when such price change became effective in respect of shares
      not theretofore issued pursuant to the exercise or conversion or exchange
      thereof, and the Company shall be deemed to have issued upon such date new
      options, rights or warrants or convertible or exchangeable securities at
      the new price in respect of the number of shares issuable upon the
      exercise of such options, rights or warrants or the conversion or exchange
      of such convertible or exchangeable securities.

            (iv) If any options, rights or warrants referred to in subsection
      (a) of this Section 2.7, or any convertible or exchangeable securities
      referred to in subsection (b) of this Section 2.7, expire or terminate
      without exercise or conversion, as the case may be, then the Exercise
      Price of the remaining outstanding Warrant shall be readjusted as if such
      options, rights or warrants or convertible or exchangeable securities, as
      the case may be, had never been issued.

      (c) SUBDIVISION AND COMBINATION. In case the Company shall at any time
subdivide or combine the outstanding shares of Common Stock, the Exercise Price
shall forthwith be proportionately decreased in the case of subdivision or
increased in the case of combination.

      (d) ADJUSTMENT IN NUMBER OF SECURITIES. Upon each adjustment of the
Exercise Price pursuant to the provisions of this Section 2.7, the number of
Warrant Shares issuable upon the exercise of each Warrant shall be adjusted to
the nearest whole number by multiplying a number equal to the Exercise Price in
effect immediately prior to such adjustment by the number of Warrant Shares
issuable upon exercise of the Warrants immediately prior to such adjustment and
dividing the product so obtained by the adjusted Exercise Price.

<PAGE>

      (e) MERGER OR CONSOLIDATION. In case of any consolidation of the Company
with, or merger of the Company with, or merger of the Company into, another
corporation (other than a consolidation or merger which does not result in any
reclassification or change of the outstanding Common Stock), the corporation
formed by such consolidation or merger shall execute and deliver to the Holder a
supplemental warrant agreement providing that the Holder of each Warrant then
outstanding or to be outstanding shall have the right thereafter (until the
expiration of such Warrant) to receive, upon exercise of such Warrant, the kind
and amount of shares of stock and other securities and property (except in the
event the property is cash, then the Holder shall have the right to exercise the
Warrant and receive cash in the same manner as other stockholders) receivable
upon such consolidation or merger, by a holder of the number of shares of Common
Stock of the Company for which such warrant might have been exercised
immediately prior to such consolidation, merger, sale or transfer. Such
supplemental warrant agreement shall provide for adjustments which shall be
identical to the adjustments provided in Section 2.7. The foregoing provisions
of this paragraph (e) shall similarly apply to successive consolidations or
mergers.

      (f) NO ADJUSTMENT OF EXERCISE PRICE IN CERTAIN CASES. No adjustment of the
Exercise Price shall be made upon the issuance of the Warrant Shares or upon the
exercise of any options, rights, or warrants outstanding as of the date of the
Purchase Agreement and disclosed in Section 3.1(c) therein.

      (g) DIVIDENDS AND OTHER DISTRIBUTIONS. In the event that the Company shall
at any time prior to the exercise of all Warrants declare a dividend (other than
a dividend consisting solely of shares of Common Stock) or otherwise distribute
to its stockholders any assets, property, rights, evidences of indebtedness,
securities (other than shares of Common Stock), whether issued by the Company or
by another, or any other thing of value, the Holders of the unexercised Warrants
shall thereafter be entitled, in addition to the shares of Common Stock or other
securities and property receivable upon the exercise thereof, to receive, upon
the exercise of such Warrants, the same property, assets, rights, evidences of
indebtedness, securities or any other thing of value that they would have been
entitled to receive at the time of such dividend or distribution as if the
Warrants had been exercised immediately prior to such dividend or distribution.
At the time of any such dividend or distribution, the Company shall make
appropriate reserves to ensure the timely performance of the provisions of this
subsection 2.7 (g). Nothing contained herein shall provide for the receipt or
accrual by a Holder of cash dividends prior to the exercise by such Holder of
the Warrants.

      2.8 REGISTRATION RIGHTS. The Holder shall have the registration rights in
the Investor Registration Rights Agreement.

                            ARTICLE 3. MISCELLANEOUS

      3.1 TRANSFER. This Warrant may not be offered, sold, transferred, pledged,
assigned, hypothecated or otherwise disposed of, in whole or in part, at any
time, except in compliance with applicable federal and state securities laws by
the transferor and the transferee (including, without limitation, the delivery
of an investment representation letter and a legal opinion reasonably
satisfactory to the Company).

<PAGE>

      3.2 TRANSFER PROCEDURE. Subject to the provisions of Section 3.1, the
Holder may transfer or assign this Warrant by giving the Company notice setting
forth the name, address and taxpayer identification number of the transferee or
assignee, if applicable (the "Transferee"), and surrendering this Warrant to the
Company for reissuance to the Transferee and, in the event of a transfer or
assignment of this Warrant in part, the Holder. (Each of the persons or entities
in whose name any such new Warrant shall be issued are herein referred to as a
"Holder").

      3.3 LOSS, THEFT, DESTRUCTION OR MUTILATION. If this Warrant shall become
mutilated or defaced or be destroyed, lost or stolen, the Company shall execute
and deliver a new Warrant in exchange for and upon surrender and cancellation of
such mutilated or defaced Warrant or, in lieu of and in substitution for such
Warrant so destroyed, lost or stolen, upon the Holder filing with the Company an
affidavit that such Warrant has been so mutilated, defaced, destroyed, lost or
stolen. However, the Company shall be entitled, as a condition to the execution
and delivery of such new Warrant, to demand reasonably acceptable indemnity to
it and payment of the expenses and charges incurred in connection with the
delivery of such new Warrant. Any Warrant so surrendered to the Company shall be
canceled.

      3.4 NOTICES. All notices and other communications from the Company to the
Holder or vice versa shall be deemed delivered and effective when given
personally, by facsimile transmission with confirmation sheet at such address
and/or facsimile number as may have been furnished to the Company or the Holder,
as the case may be, in writing by the Company or the Holder from time to time.

      3.5 WAIVER. This Warrant and any term hereof may be changed, waived, or
terminated only by an instrument in writing signed by the party against which
enforcement of such change, waiver, discharge or termination is sought.

      3.6 GOVERNING LAW. This Warrant shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to its
principles regarding conflicts of law. Any action to enforce the terms of this
Warrant shall be exclusively heard in the county, state and federal Courts of
New York and Country of the United States of America.

      3.7 SIGNATURE. In the event that any signature on this Warrant is
delivered by facsimile transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) the same, with the same force and effect as if such facsimile
signature page were an original thereof.

      3.8 LEGAL FEES. In the event any Person commences a legal action or
proceeding to enforce its rights under this Warrant, the non-prevailing party to
such action or proceeding shall pay all reasonable and necessary costs and
expenses (including reasonable and necessary attorney's fees) incurred in
enforcing such rights.

<PAGE>

Dated: December 14, 2005

NANOSCIENCE TECHNOLOGIES, INC.

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

Attest:

-----------------------------------------------
Name:
Title:

<PAGE>

                                   APPENDIX I

                               NOTICE OF EXERCISE

1.    The undersigned hereby elects to purchase _______ shares of Common Stock,
      $.001 par value per share, of Nanoscience Technologies, Inc. pursuant to
      the cashless exercise provision under Section 2.2 (b) of the attached
      Warrant, and tenders herewith the number of Warrant Shares to purchase
      such Warrant Shares based upon the formula set forth in Section 2.2 (b).

2.    Please issue a certificate or certificates representing said Warrant
      Shares in the name of the undersigned or in such other name as is
      specified below:

Dated:_______________________________       By:_________________________________

Title:_______________________________       Name:_______________________________