AMENDMENT 1 TO
                         EXECUTIVE EMPLOYMENT AGREEMENT
                               OF January 16, 2004


      THIS  AMENDMENT 1 TO  EXECUTIVE  EMPLOYMENT  AGREEMENT OF January 16, 2004
("Amendment" and "Employment Agreement", respectively), is made and entered into
as of the 30th day of August,  2004,  by and  between  Nanobac  Pharmaceuticals,
Inc.,  and E.  Olavi  Kajander,  MD,  PhD,  an  individual  (the  "Company"  and
"Employee", respectively, and "the Parties", collectively).

      WITNESSETH:   WHEREAS,  the  Parties  have  entered  into  the  Employment
Agreement dated January 16, 2004; and

      WHEREAS,  the Parties  wish to amend the  Employment  Agreement to clarify
issues related to compensation.

      NOW,  THEREFORE,  in consideration  of the premises,  the mutual promises,
covenants  and  conditions  herein  contained  and for other  good and  valuable
considerations,  the receipt and  sufficiency of which are hereby  acknowledged,
the parties hereto intending to be legally bound hereby agree as follows:

1.    The  Parties  hereby  agree to delete  Paragraph  5.c.  of the  Employment
Agreement in its entirety.

2.    The Parties hereby agree to add the following  provision to Paragraph 5 of
the  Employment  Agreement as Paragraph 5.h:  "WARRANTS:  The Company will issue
warrants for the  conversion of 5,000,000  shares of its common stock at a price
of $.005 per share.  The warrants  shall expire on August 31, 2009.  The form of
the warrant is attached"

3.    The Parties  acknowledge  that the signing  bonus  described  in Paragraph
5.b.i. of the Employment  Agreement has been paid to Employee,  such payment net
of U.S.  withholding  taxes,  which has been or will be timely  remitted  to the
proper tax authorities.


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4.    The Parties hereby amend  Paragraph  5.a. of the  Employment  Agreement as
such  paragraph  applies  to payment  of base  salary  for the  period  from the
Commencement  Date (as defined in the Employment  Agreement)  through August 31,
2004, such that base salary owed to Employee, but unpaid, for the period May 18,
2004,  through  August 31,  2004,  shall be paid to Employee  prorata  with base
salary payments due beginning on or after  September 1, 2004,  until base salary
payments due on or before  December 31, 2004. The Parties agree that base salary
owed, but unpaid,  to Employee for the period  beginning  from the  Commencement
Date until May 17,  2004,  shall be paid to  Employee  under terms of a separate
agreement between the parties.

5.    The Parties agree that any  intellectual  property  created by Employee in
the course of his employment under the Employment  Agreement executed on January
16, 2004, shall be the sole and exclusive property of the Company.

      IN WITNESS  WHEREOF,  the Company and  Employee  have duly  executed  this
Amendment as of the date first above written.


NANOBAC PHARMACEUTICALS, INCORPORATED:            E OLAVI KAJANDER, MD, PHD:

By: /s/ H. Brady Millican                          /s/ E. Olavie Kajander
  -----------------------                         ----------------------------
Print: Brady Millican
Date:  August 30, 2004                            Date:    August 30, 2004



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