AMENDMENT 1 TO
                         EXECUTIVE EMPLOYMENT AGREEMENT
                                OF March 31, 2004

      THIS  AMENDMENT  I TO  EXECUTIVE  EMPLOYMENT  AGREEMENT  OF March 31, 2004
("Amendment" and "Employment Agreement", respectively), is made and entered into
as of the 10th day of September,  2004, by and between Nanobac  Pharmaceuticals,
Inc., and Neva  Ciftcioglu,  PhD, an individual  (the "Company" and  "Employee",
respectively, and "the Parties", collectively).

      WITNESSETH:   WHEREAS,  the  Parties  have  entered  into  the  Employment
Agreement dated March 31, 2004; and

      WHEREAS,  the Parties  wish to amend the  Employment  Agreement to clarify
issues related to assignment of intellectual property and 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:

I.    The Parties hereby affirm  Paragraph 5 of the Employment  Agreement,  such
paragraph specifying the compensation of Employee,  except that compensation and
benefits shall commence on October 1,2004 and shall continue for five years from
that date and  Employee's  initial  signing  bonus  shall be paid by October 10,
2004.

2.    The  Parties  agree  that  Patent  Assignment  Agreement  Addendum  of the
Employment Agreement is hereby AMENDED.


3.    The Parties agree that upon execution of this Amendment,  the Parties will
execute the AMENDED Patent Assignment Agreement attached hereto as Exhibit A and
will serve as Exhibit A to the Employment Agreement of March 31, 2004.


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<PAGE>


4.    The Parties agree that any  intellectual  property  created by Employee in
the course of her employment  under the Employment  Agreement  executed on March
31, 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, INC.:               NEVA CIFTCIOGLU, PHD:

By:  /s/ H. B. Millican                           /s/ Neva Ciftcioglu
  -------------------------------------      -----------------------------------
Print: Brady Millican
Date:  09/09/2004                                    09/12/2004
    -----------------------------------      -----------------------------------














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<PAGE>


                   ASSIGNMENT OF KNOW-HOW AND PATENT RIGHTS

      WHEREAS,  !,  Neva  Ciftcioglu,  the  below  named  inventor  (hereinafter
referred to as  Assignor),  have made a number of  inventions,  either as a sole
inventor or a joint inventor, each of which is described at least in part in the
following patent applications or invention disclosures entitled:

                     METHODS FOR ERADICATION OF NANOBACTERIA

The joint inventor(s) being:

      Olavi Kajander

for which the following patents have issued:

      a) United States Letters Patent 6,706,290, issued on March 16, 2004; and

      WHEREAS  Assignor  made such  inventions  and agreed  under an  employment
agreement  (hereinafter referred to as the Employment Agreement) effective March
31, 2004 with Nanobac Pharmaceuticals,  Inc., a Florida corporation,  whose post
office address is 2727 West Martin Luther King, Suite 850, Tampa, Florida 33607,
(hereinafter referred to along with its successors and assigns as Assignee),  to
assign such inventions;

      AND WHEREAS, Assignee is desirous of securing the entire right, title, and
interest in all countries  throughout the world,  and in and to such  inventions
and to any applications for United States Letters Patent on these inventions and
any letters Patent issued from these applications:

      NOW,  THEREFORE,  be it known that, for and in consideration of the sum of
one dollar  ($1.00) in hand paid and other good and valuable  consideration  the
receipt of which from Assignee,  is hereby acknowledged,  Assignor,  does hereby
sell, assign,  transfer, and set over unto Assignee my entire rights, title, and
interests  in and to  these  inventions  and  any  corresponding  patent  rights
(including all applications,  and all divisions,  and continuations thereof, all
Letters  Patents of the United  States  which may be  granted  thereon,  and all
reissues  thereof,  and all  rights  to  claim  priority  on the  basis  of such
application,  and all  applications  for Letters  Patent which may  hereafter be
filed for this  invention in any foreign  country and all Letters  Patents which
may be granted on this  invention in any foreign  country,  and all  extensions,
renewals,   and  reissues  thereof).   Assignor   authorizes  and  requests  the
Commissioner  of Patents and Trademarks of the United States and any official of
any  foreign  country  whose  duty it is to issue  patents  on  applications  as
described above, to issue all Letters Patent for these inventions to Assignee in
accordance with the terms of this Assignment;


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                                                                    Assignor ___
                                                                    Assignee ___

<PAGE>


                   ASSIGNMENT OF KNOW-HOW AND PATENT RIGHTS

      AND,  ASSIGNOR  HEREBY  covenants that I have the full right to convey the
rights,  title, and interests  assigned by this Assignment,  and that I have not
executed and will not execute any agreement in conflict with this Assignment;

      AND ASSIGNOR  HEREBY  further  covenants  and agrees that I will,  without
further  consideration,   communicate  with  Assignee  any  facts  known  to  me
respecting these inventions,  testify in any legal  proceeding,  sign all lawful
papers when called upon to do so, or execute and deliver any and all papers that
may be  necessary  or  desirable  to perfect the title to these  inventions  for
Assignee  (including  executing  all  divisional,   continuation,   and  reissue
applications,  making all rightful oaths and generally doing everything possible
to aid  Assignee  to obtain  and  enforce  proper  patent  protection  for these
inventions in the United  States and any foreign  country,  it being  understood
that any expense  incident  to the  execution  of such papers  shall be borne by
Assignee).

      AND ASSIGNEE  HEREBY AGREES to assign back to Assignor any rights assigned
hereunder,  if Assignee fails to timely pay all  compensation due Assignor under
Assignor's Employment Agreement with Assignee.

      IN TESTIMONY  WHEREOF,  Assignor  signs and delivers  this  Assignment  to
Assignee.



     /s/ Neva Ciftcioglu                           Date:    09/12/2004
------------------------------------                   ------------------------
Neva Ciftcioglu, PhD
Of
18800 Egret Bay Blvd, Suite 114
Houston, TX 77058

Turkey
[Country of Citizenship]




     /s/ H. B. Millican                             Date:    09/09/2004
------------------------------------                    -----------------------
H. Brady Millican
Vice President, COO
Nanobac Pharmaceuticals, Inc.




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