EXHIBIT 10.17

                     IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

July 18, 2005

Interstate Transfer Company
6084 So. 900 E. Ste 101
Salt Lake City, Utah 84121

         RE:   NANOSCIENCE TECHNOLOGIES, INC.

Ladies and Gentlemen:

Reference is made to that certain Securities Purchase Agreement (the "SECURITIES
PURCHASE AGREEMENT"), dated as of December 13, 2004, by and between Nanoscience
Technologies, Inc., a Nevada corporation (the "COMPANY"), and the Buyers set
forth on Schedule I attached hereto (the "BUYER"), pursuant to which the Company
shall sell to the Buyer a minimum of One Million Dollars ($1,000,000) of the
Company's secured convertible debentures (the "Convertible Debentures"), which
shall be convertible into shares of the Company's common stock, par value $0.001
per share (the "COMMON STOCK"). The shares of Common Stock to be issued upon
conversion of the Convertible Debentures, and to be issued pursuant to the
Securities Purchase Agreement, including, without limitation, any principal,
interest or Liquidated Damages are referred to as "CONVERSION SHARES." Such
Conversion Shares shall also be deemed to include any Common Stock issued for
Liquidated Damages under the Investor Registration Rights Agreement of even date
herewith between the Company and the Buyer. This letter shall serve as our
irrevocable authorization and direction to you (provided you are the transfer
agent of the Common Stock at such time) to issue the Conversion Shares in the
event the Buyer has elected to convert all or any portion of the Convertible
Debentures, including, without limitation, principal, interest or Liquidated
Damages upon surrender to you of a properly completed and duly executed
Conversion Notice, in the form attached hereto as EXHIBIT I, delivered on behalf
of the Company by David Gonzalez, Esq.

Specifically, upon receipt by the Company or David Gonzalez, Esq. of a copy of a
Conversion Notice, David Gonzalez, Esq., on behalf of the Company, shall as soon
as practicable, but in no event later than one (1) Trading Day (as defined
below) after receipt of such Conversion Notice, sent to you, via facsimile, a
Conversion Notice, which shall constitute an irrevocable instruction to you to
process such Conversion Notice in accordance with the terms of these
instructions. Assuming you are acting as transfer agent for the Company, upon
your receipt of a copy of the executed Conversion Notice, you shall use your
best efforts to, within three (3) Trading Days following the date of receipt of
the Conversion Notice, (A) issue and surrender to a common carrier for overnight
delivery to the address as specified in the Conversion Notice, a certificate,
registered in the name of the Buyer or its designee, for the number of shares of
Common Stock to which the Buyer shall be entitled as set forth in the Conversion
Notice or (B) provided you are

                                       1
<PAGE>


participating in The Depository Trust Company ("DTC") Fast Automated Securities
Transfer Program, upon the request of the Buyer, credit such aggregate number of
shares of Common Stock to which the Buyer shall be entitled to the Buyer's or
its designee's balance account with DTC through its Deposit Withdrawal At
Custodian ("DWAC") system provided the Buyer causes its bank or broker to
initiate the DWAC transaction. ("TRADING DAY" shall mean any day on which the
Nasdaq Market is open for customary trading.)

The Company hereby confirms to you and the Buyer that certificates representing
the Conversion Shares shall not bear any legend restricting transfer of the
Conversion Shares thereby and should not be subject to any stop-transfer
restrictions and shall otherwise be freely transferable on the books and records
of the Company provided that (a) the Company counsel delivers (i) the Notice of
Effectiveness substantially in the form set forth in EXHIBIT II attached hereto,
(ii) an opinion of counsel substantially in the form set forth in EXHIBIT III
attached hereto, and (iii) the Buyer or its broker represent and warrant to you,
in writing, that it has complied with the prospectus delivery requirements, and
that if the Conversion Shares are not registered for sale under the Securities
Act of 1933, as amended, then the certificates for the Conversion Shares shall
bear the following legend:

        "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
        UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
        SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND
        MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE
        ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
        THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
        LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE
        COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE
        STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
        ACT."

The Company hereby confirms and Interstate Transfer Company ("Interstate")
acknowledges that in the event Counsel to the Company does not issue an opinion
of counsel as required in accordance with the preceding paragraph to issue the
Conversion Shares free of legend the Company authorizes and Interstate will
accept an opinion of Counsel from David Gonzalez, Esq.

The Company hereby confirms to you and the Buyer that no instructions other than
as contemplated herein will be given to you by the Company with respect to the
Conversion Shares. The Company hereby agrees that it shall not replace
Interstate as the Company's transfer agent without the prior written consent of
the Buyer and except as set forth in the following paragraph.

Any attempt by Interstate to resign as transfer agent hereunder upon less than
fifteen (15) days written notice to the Company and the Buyer shall not be
effective until the expiration of such fifteen (15) day period.

The Company and Interstate hereby acknowledge and confirm that complying with
the terms of this Agreement shall be deemed to comply with, and shall not be
deemed to violate, any responsibilities and duties owed by Interstate to the
Company.

                                       2
<PAGE>


The Company and Interstate acknowledge that the Buyer is relying on the
representations and covenants made by the Company and Interstate hereunder and
are a material inducement to the Buyer purchasing Convertible Debentures under
the Securities Purchase Agreement. The Company and Interstate further
acknowledge that without such representations and covenants of the Company and
Interstate made hereunder, the Buyer would not enter into the Securities
Purchase Agreement and purchase Convertible Debentures pursuant thereto.

Each party hereto specifically acknowledges and agrees that in the event of a
breach or threatened breach by a party hereto of any provision hereof, the Buyer
will be irreparably damaged and that damages at law would be an inadequate
remedy if these Irrevocable Transfer Agent Instructions were not specifically
enforced. Therefore, in the event of a breach or threatened breach by a party
hereto, including, without limitation, the attempted termination of the agency
relationship created by this instrument, the Buyer shall be entitled, in
addition to any other rights or remedies it may have, to an injunction
restraining such breach, without being required to show any actual damage or to
post any bond or other security, and/or to a decree for specific performance of
the provisions of these Irrevocable Transfer Agent Instructions.


                                    * * * * *

                                       3
<PAGE>


IN WITNESS WHEREOF, the parties have caused this letter agreement regarding
Irrevocable Transfer Agent Instructions to be duly executed and delivered as of
the date first written above.

                                        COMPANY:

                                        NANOSCIENCE TECHNOLOGIES, INC.

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



INTERSTATE TRANSFER COMPANY


By:    /s/ JANIS PATTERSON
       -------------------------
Name:  Janis Patterson
Title: President


                                       4
<PAGE>


                                   SCHEDULE I
                                   ----------

                               SCHEDULE OF BUYERS
                               ------------------

--------------------------------------------------------------------------------
                                                  ADDRESS/FACSIMILE
NAME                                              NUMBER OF BUYER
--------------------------------------------------------------------------------
Highgate House Funds, Ltd.                        101 Hudson Street - Suite 3700
                                                  Jersey City, NJ  07303
                                                  Facsimile:     (201) 985-8266







Montgomery Equity Partners, Ltd.                  101 HUDSON STREET - SUITE 3700
                                                  JERSEY CITY, NJ  07303
                                                  Facsimile: (201) 985-8266





                                   SCHEDULE I-1
<PAGE>



EXHIBIT I-1



                                    EXHIBIT I
                                    ---------

                   TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS
                   ------------------------------------------

                            FORM OF CONVERSION NOTICE
                            -------------------------

Reference is made to the Securities Purchase Agreement (the "SECURITIES PURCHASE
AGREEMENT") between Nanoscience Technologies, Inc. (the "COMPANY"), and Cornell
Capital Partners, LP, dated December 13, 2004. In accordance with and pursuant
to the Securities Purchase Agreement, the undersigned hereby elects to convert
convertible debentures into shares of common stock, par value $0.001 per share
(the "COMMON STOCK"), of the Company for the amount indicated below as of the
date specified below.

Conversion Date:                                     ___________________________

Amount to be converted:                              $__________________________

Conversion Price:                                    $__________________________

Shares of Common Stock Issuable:                     ___________________________

Amount of Debenture unconverted:                     $__________________________

Amount of Interest Converted:                        $__________________________

Conversion Price of Interest:                        $__________________________

Shares of Common Stock Issuable:                     ___________________________

Amount of Liquidated Damages:                        $__________________________

Conversion Price of Liquidated Damages:              $__________________________

Shares of Common Stock Issuable:                     ___________________________

Total Number of shares of Common Stock to be issued: ___________________________




                                   EXHIBIT I-1
<PAGE>


Please issue the shares of Common Stock in the following name and to the
following address:

Issue to:                            ___________________________________________

Authorized Signature:                ___________________________________________

Name:                                ___________________________________________

Title:                               ___________________________________________

Phone #:                             ___________________________________________

Broker DTC Participant Code:         ___________________________________________

Account Number*:                     ___________________________________________



     * NOTE THAT RECEIVING BROKER MUST INITIATE TRANSACTION ON DWAC SYSTEM.


                                      I-2
<PAGE>


                                   EXHIBIT II
                                   ----------

                   TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS
                   ------------------------------------------

                         FORM OF NOTICE OF EFFECTIVENESS
                         -------------------------------
                            OF REGISTRATION STATEMENT
                            -------------------------


_________, 200__

_______________
______________________________
_______________
Attention:

        RE:    NANOSCIENCE TECHNOLOGIES, INC.

Ladies and Gentlemen:

We are counsel to Nanoscience Technologies, Inc., a Nevada corporation (the
"COMPANY"), and have represented the Company in connection with that certain
Securities Purchase Agreement, dated as of December __, 2004 (the "SECURITIES
PURCHASE AGREEMENT"), entered into by and among the Company and the Buyers set
forth on Schedule I attached thereto (collectively the "BUYER") pursuant to
which the Company has agreed to sell to the Buyer a minimum of One Million
Dollars ($1,000,000) of secured convertible debentures, which shall be
convertible into shares (the "CONVERSION SHARES") of the Company's common stock,
par value $0.001 per share (the "COMMON STOCK"), in accordance with the terms of
the Securities Purchase Agreement. Pursuant to the Securities Purchase
Agreement, the Company also has entered into a Registration Rights Agreement,
dated as of December __, 2004, with the Buyer (the "INVESTOR REGISTRATION RIGHTS
AGREEMENT") pursuant to which the Company agreed, among other things, to
register the Conversion Shares under the Securities Act of 1933, as amended (the
"1933 ACT"). In connection with the Company's obligations under the Securities
Purchase Agreement and the Registration Rights Agreement, on December __, 2004,
the Company filed a Registration Statement (File No. ___-_________) (the
"REGISTRATION STATEMENT") with the Securities and Exchange Commission (the
"SEC") relating to the sale of the Conversion Shares.

In connection with the foregoing, we advise you that a member of the SEC's staff
has advised us by telephone that the SEC has entered an order declaring the
Registration Statement effective under the 1933 Act at 5:00 P.M. on __________,
2004 and we have no knowledge, after telephonic inquiry of a member of the SEC's
staff, that any stop order suspending its effectiveness has been issued or that
any proceedings for that purpose are pending before, or threatened by, the SEC
and the Conversion Shares are available for sale under the 1933 Act pursuant to
the Registration Statement.

                                  EXHIBIT II-1
<PAGE>


The Buyer has confirmed it shall comply with all securities laws and regulations
applicable to it including applicable prospectus delivery requirements upon sale
of the Conversion Shares.


                                        Very truly yours,

                                        [COMPANY COUNSEL]



                                        By:
                                           -------------------------------------





                                  EXHIBIT II-2
<PAGE>


                                   EXHIBIT III
                                   -----------

                   TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS
                   ------------------------------------------

                                 FORM OF OPINION
                                 ---------------


                                                          ________________ 2004

Interstate Transfer Company
[ADD ADDRESS]_________________

Attention:     Compliance Department

               Re:    NANOSCIENCE TECHNOLOGIES, INC.

Ladies and Gentlemen:

Nanoscience Technologies, Inc., a Nevada corporation (the "Company"), has filed
with the Securities and Exchange Commission a Registration Statement on Form
S-_, file no. 333-_________ (the "Registration Statement"), which became
effective under the Securities Act of 1933, as amended (the "Act"), on
______________, 2004. The Registration Statement and the related prospectus
relates to up to ________________ shares of common stock, $_______ par value, of
the Company (the "Common Stock"), which may be sold by the stockholders listed
on Exhibit A to this opinion (the "Sellers").

Unless we advise you otherwise, upon your receipt of appropriate written
representations from the broker-dealers acting for the Sellers to the effect
that (i) the number of shares of Common Stock sold by them (limited to the
number listed opposite their respective names in Exhibit A attached hereto) have
been sold pursuant to the Registration Statement and (ii) they have delivered a
copy of the Company's prospectus dated __________, 2004 to the purchasers of
such shares of Common Stock, you may issue certificates representing such shares
in the names of the transferees of the Sellers without legend regarding
restrictions on transfer under the Act and remove all stop transfer orders with
respect to the sold shares with respect to restrictions on transfer under the
Act.

This letter is for your benefit only with respect to the matters as set forth
above and may not be relied upon by any other person or for any other purpose.

                                        Very truly yours,




                                  EXHIBIT III-1
<PAGE>





                                   EXHIBIT "A"

                         (LIST OF SELLING STOCKHOLDERS)



NAME:                                   NO. OF SHARES:
--------------------------------------- ----------------------------------------
















                                  EXHIBIT III-2