NANOSCIENCE TECHNOLOGIES INC
<DOCUMENT>
<TYPE>EX-10.05
<SEQUENCE>8
<FILENAME>c43823_ex10-05.txt
<TEXT>
                           HIGHGATE HOUSE FUNDS, LTD.
                         MONTGOMERY EQUITY PARTNERS LTD.
                          101 HUDSON STREET, SUITE 3700
                          JERSEY CITY, NEW JERSEY 07092

                                  July 28, 2006

Nanoscience Technologies, Inc.
45 Rockefeller Pl., Suite 2000 #43
New York, NY 10111
Attention:  David Rector

Dear Mr. Rector:

       The undersigned,  Highgate House Funds, Ltd.  ("Highgate") and Montgomery
Equity Partners,  Ltd.  ("Montgomery"),  are parties to certain  agreements with
Nanoscience Technologies, Inc. ("Nanoscience," or the "Company"), dated December
14,  2005,  including  without  limitation,  the  following  (collectively,  the
"Highgate Documents"):

       (i)    Securities   Purchase   Agreement   (the  "SPA");

       (ii)   Investor Registration Rights Agreement;

       (iii)  Amended   and   Restated   Security   Agreement   (the   "Security
              Agreement");

       (iv)   8%  Secured  Convertible  Debenture  in the  principal  amount  of
              $1,050,359.20 (denominated Debenture No. HGH-0003);

       (v)    8%  Secured  Convertible  Debenture  in the  principal  amount  of
              $320,000  (denominated  Debenture  No.  HGH-0004)

       (vi)   8%  Secured  Convertible  Debenture  in the  principal  amount  of
              $320,000  (denominated  Debenture  No.  HGH-0005,   with  the  two
              above-referenced  debentures,  the "Highgate  Debentures");

       (vii)  Warrant to Purchase  100,000  shares of  Nanoscience  Common Stock
              (the "Highgate Warrant").

       By agreement among Highgate,  Montgomery and Nanoscience,  dated February
8, 2006, Highgate assigned Debenture No. HGH-0005 to Montgomery,  and Montgomery
was granted certain rights  originally  granted under the Highgate  Documents to
Highgate. The Highgate Documents,  including the SPA, the Security Agreement and
the  Highgate  Debentures,  contain  certain  restrictions  on  the  ability  of
Nanoscience to, INTER ALIA, issue any capital securities, including warrants, or
grant a security interest in and to any of its assets.

       The  Company  desires  to  raise   additional   financing  (the  "Cornell
Financing")  through the issue and sale of a  convertible  debenture  and common
stock purchase  warrant to Cornell Capital  Partners,  LP, and to enter into the
following  agreements,  of even date  hereof,  with  Cornell in respect  thereof
(collectively,  the "Cornell  Documents")  pursuant to which it intends to issue
such securities,  grant a security  interest in and to substantially  all of the
Company's assets, and grant Cornell certain other rights:

       (i)    Securities Purchase Agreement;

       (ii)   Investor Registration Rights Agreement;

       (iii)  Security Agreement;



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Nanoscience Technologies, Inc.
Page 2 of 3


       (iv)   8%  Secured  Convertible  Debenture  in the  principal  amount  of
              $120,000 (the "Cornell Debenture");

       (v)    Warrant to Purchase  1,000,000 shares of Nanoscience  Common Stock
              (the "Cornell Warrant"); and

       (vi)   Irrevocable Transfer Agent Instructions.

       To facilitate and enable the Cornell  Financing,  Highgate and Montgomery
hereby (i) consent to the entry by Nanoscience  into and its  performance  under
each of the Cornell  Documents,  including  without  limitation,  the grant of a
security  interest in and to  substantially  all of the assets of the Company in
favor of Cornell, the issuance of the Cornell Debenture and Cornell Warrant, and
the granting of certain registration and purchase rights in favor of Cornell and
(ii) waive any rights they may have under or arising out of any of the  Highgate
Documents  arising solely from the execution and delivery by Nanoscience  of, or
performance  by  Nanoscience  of the Company's  obligations  under,  the Cornell
Documents,  including any rights to anti-dilution adjustments under the Highgate
Debentures or the Highgate Warrant.

       Highgate and Montgomery  hereby represent and warrant that no third party
holds any interest in either the Highgate  Debentures or Highgate  Warrant,  and
that no third  party  consent or waiver is required in order for either to grant
the consent and waiver set forth herein.

       Except as expressly set forth above,  all of the terms and  conditions of
the Highgate Documents shall continue in full force and effect, and shall not be
in any way  changed,  modified  or  superseded.  The  consent  of  Highgate  and
Montgomery set forth herein shall be a one-time  consent and shall not be deemed
a consent other than as specified herein.

       Please  indicate  your  agreement to the foregoing by signing below where
indicated.

                                   Sincerely,

                                   HIGHGATE HOUSE FUNDS, LTD.

                                   By:   Yorkville Advisors, LLC
                                   Its:  General Partner

                                   By: /s/ Mark Angelo
                                       ---------------------------------
                                   Name:  Mark Angelo
                                   Its:  President and Portfolio Manager

                                   MONTGOMERY EQUITY PARTNERS LTD.

                                   By:   Yorkville Advisors, LLC
                                   Its:  General Partner

                                   By: /s/ Mark Angelo
                                       ---------------------------------
                                   Name:  Mark Angelo
                                   Its:  President and Portfolio Manager


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Nanoscience Technologies, Inc.
Page 3 of 3




Acknowledged and Agreed
on July 28, 2006:

NANOSCIENCE TECHNOLOGIES, INC.

By:      /s/ David Rector
         -----------------------
Name:    David Rector
Title:   Chief Operating Officer
</TEXT>
</DOCUMENT>
