Debt Cancellation Agreement - NANOBAC PHARMACEUTICALS INC - 4-15-2005 by NNBP-Agreements

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									                                   DEBT CANCELLATION AGREEMENT

THIS AGREEMENT is made and entered into this 30th day of August, 2004, but effective for all purposes as of
30th day of August, 2004, by and between Nanobac Pharmaceuticals, Inc. (the "Company"), and E. Olavi
Kajander, MD, PhD, an individual (the "Creditor");

WHEREAS, the Creditor is currently owed $110,815.00 by the Company; and

WHEREAS, the Creditor and the Company desire to exchange stock in the Company in cancellation of the debt
owed by the Company, upon the terms and subject to the conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and
in order to consummate the exchange of stock in cancellation of the debt aforementioned, it is hereby agreed as
follows:

1. Stock: Subject to the terms and conditions hereinafter set forth, at the closing of the transaction contemplated
hereby, the Comapny shall issue and convey, transfer, and deliver to the Creditor certificates representing
923,458 shares of the Common Stock of the Company (the "Shares"). This transaction shall be effective for all
purposes as of August 30, 2004.

2. Cancellation of Debt. Upon receipt of the stock described above, the Creditor hereby cancells the debt in the
amount of $110,815.00 plus any interest thereon now owed by the Company to the Creditor.

3. Representation and Warranties of Company. Company represents and warrants to Creditor that: A.
Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing
under the laws of the state of Florida and has the corporate power and authority to carry on its business as it is
now being conducted.

B. The Shares when issued will be validly issued, fully paid and nonassessable, and will be free of any restrictive
legend or other transfer restriction imposed by the Company;

C. the issuance and delivery of the Shares to Creditor under this Agreement does not violate:

(i) The Company's charter documents;

(ii) Any agreement to which the Company is a party, including any indenture; or

(iii) Any applicable federal or state statute, rule or regulation; and

(iv) No filing by the Company under the Securities Exchange Act of 1934 (as amended) at the time of such filing
contained a misstatement of material fact or omitted to state a material fact necessary to make the statements
therein not misleading.

                                                           -1-
4. REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER. Seller and Purchaser
hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation
which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee,
or other like payment in connection with the transactions contemplated hereby.

5 RESTRICTED SHARES. The Parties to this Agreement acknowledge and agree that the shares of the
Company's Common Stock to be issued pursuant to this Agreement will not be registered under the Securities
Act and therefore shall constitute "restricted securities" within the meaning of the Securities Act.

Notwithstanding the above, the Company will file a registration statement on Form S-1, Form S-3 or Form SB-2
to register the Shares at the Company's sole expense within 150 days from the date of tis Agreement. The
Company will promptly notify the Creditor of the effectiveness of the registration.

The Company's obligation to register the Shares owned by the Creditor is subject to the Creditor providing to
The Company all information, and take all action, The Company reasonably requests with reasonable advance
notice, to enable it to comply with any applicable law, rule, regulation or SEC pronouncement or to prepare the
registration statement that will cover the Shares that will be included in the registration statement.

6. GENERAL PROVISIONS

(a) Entire Agreement. This Agreement constitutes the entire Agreement and supersedes all prior agreements and
understandings, oral and written, between the parties hereto with respect to the subject matter hereof.

(b) Sections and Other Headings. The section and other headings contained in this Agreement are for reference
purposes only and shall not affect the meaning orinterpretation of this Agreement.

(c) Governing Law. This agreement, and all transactions contemplated hereby, shall be governed by, construed
and enforced in accordance with the laws of Florida.

IN WITNESS WHEREOF, this Agreement has been executed by each of the individual parties hereto on 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




                                                        -2-
                                      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.

                                                      -1-
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




                                                      -2-
                                     STOCK PURCHASE AGREEMENT

THIS AGREEMENT is made and entered into this 30th day of August, 2004, by and between Nanobac
Pharmaceuticals, Inc. ("Purchaser"), and E. Olavi Kajander, MD, PhD, an individual ("Seller");

WHEREAS, the Seller is the record owner and holder of Six Thousand (6,000) shares of the issued and
outstanding shares of the capital stock of Nanobac OY, ("Corporation"), a Finish corporation; and

WHEREAS, the Purchaser desires to purchase said stock and the Seller desires to sell said stock, upon the
terms and subject to the conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and
in order to consummate the purchase and the sale of the Corporation's Stock aforementioned, it is hereby agreed
as follows:

1. PURCHASE AND SALE: Subject to the terms and conditions hereinafter set forth, at the closing of the
transaction contemplated hereby, the Seller shall sell, convey, transfer, and deliver to the Purchaser certificates
representing such stock, and the Purchaser shall purchase from the Seller the Corporation's Stock in
consideration of the purchase price set forth in this Agreement. The certificates representing the Corporation's
Stock, if any, shall be duly endorsed for transfer or accompanied by appropriate stock transfer powers duly
executed in blank. The closing of the transactions contemplated by this Agreement ("Closing"), shall be held at
__________, on __________,at __________, or such other place, date and time as the parties hereto may
otherwise agree, but effective for all purposes as of January 16, 2004.

2. AMOUNT AND PAYMENT OF PURCHASE PRICE. The total consideration is the sum of Fifteen
Thousand Euros (15,000 euros) to be delivered to Seller on or before September 30, 2004.

3. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby warrants and represents:

(a) Organization and Standing. Corporation is a corporation duly organized, validly existing and in good standing
under the laws of Finland and has the corporate power and authority to carry on its business as it is now being
conducted.

(b) Restrictions on Stock.

i. The Seller is not a party to any agreement, written or oral, creating rights in respect to the Corporation's Stock
in any third person or relating to the voting of the Corporation's Stock.

                                                         -1-
ii. Seller is the lawful owner of the Stock, free and clear of all security interests, liens, encumbrances, equities and
other charges.

iii. There are no existing warrants, options, stock purchase agreements,redemption agreements, restrictions of any
nature, calls or rights to subscribe of any character relating to the stock, nor are there any securities convertible
into such stock.

4. REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER. Seller and Purchaser
hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation
which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee,
or other like payment in connection with the transactions contemplated hereby.

5. GENERAL PROVISIONS

(a) Entire Agreement. This Agreement constitutes the entire Agreement and supersedes all prior agreements and
understandings, oral and written, between the parties hereto with respect to the subject matter hereof.

(b) Sections and Other Headings. The section and other headings contained in this Agreement are for reference
purposes only and shall not affect the meaning orinterpretation of this Agreement.

(c) Governing Law. This agreement, and all transactions contemplated hereby, shall be governed by, construed
and enforced in accordance with the laws of the Finland.

IN WITNESS WHEREOF, this Agreement has been executed by each of the individual parties hereto on 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




                                                          -2-
                                     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.

                                                    -1-
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
             -----------------------------------             -----------------------------------




                                                     -2-
                        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;

                               -- 1 of 2 --

                                                                         Assignor ___
                                                                         Assignee ___
                        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.




-- 2 of 2 --
                                        SUBSCRIPTION AGREEMENT

THIS SUBSCRIPTION AGREEMENT (this "Agreement") is made and entered into as of August 13, 2004, by
and between Nanobac Pharmaceuticals, Incorporated, a Florida corporation (the "Company"), and The Nutmeg
Group, L.L.C., a US Virgin Islands limited liability company (the "Purchaser").

1. Subscription. Subject to the terms and conditions contained herein, the Purchaser hereby agrees to purchase
from the Company, and the Company hereby agrees to issue and sell to the Purchaser, a certain number of
shares of the Company's Common Stock (the "Common Stock"), and warrants to purchase additional shares of
Common Stock (the Common Stock and warrants referred to as the "Securities"), for an aggregate purchase
price of up to $1,000,000 (the "Purchase Price"). The number of shares issuable to Purchaser (the "Applicable
Number") will equal the Purchase Price, divided by the lesser of:

(a) $0.12, or

(b) fifty-two percent (52%) of the average closing bid price for Common Stock on the five trading days prior to
the date on which the registration statement (as described in the Registration Rights Agreement) is declared
effective

(the lesser of (a) and (b) being hereinafter referred to as the "Fixed Price").

Purchaser will be issued Warrants (hereinafter "Warrants") exercisable into such number of shares of Common
Stock as is equal to 100% of the Purchase Price paid by Purchaser, divided by the Fixed Price. The Common
Stock into which the Warrants are exercisable will have piggyback registration rights, and the Warrants will be
transferable. Unexercised Warrants will expire December 31, 2008 ("Warrant Expiration Date"). 50% of the
Warrants will be exercisable into Common Stock at a per share price equal to 110% of the lesser of (a) $0.12;
or
(b) fifty-two percent (52%) of the average closing bid price for Common Stock on the five trading days
immediately prior to the filing with the Securities and Exchange Commission of the Registration Statement. The
remaining 50% of the Warrants will be exercisable into Common Stock at a per share price equal to 150% of the
lesser of (a) $0.12; or (b) fifty-two percent (52%) of the average closing bid price for Common Stock on the five
trading days immediately prior to the filing with the Securities and Exchange Commission of the Registration
Statement.

The $1,000,000 Purchase Price will be payable by Purchaser, in two traunches. The first traunche will be in the
amount of $500,000 and shall occur no later than August 13, 2004. The second traunche will be an amount equal
to $500,000 and shall occur within 5 days of the date on which the registration statement registering the
Securities is declared effective.

The Purchaser will receive at each Closing a flat non-accountable expense allowance of $10,000 to cover legal,
escrow fees and miscellaneous costs. At the election of the Purchaser, or its designees, any or all of the foregoing
compensation and expense allowances can be taken in kind, pursuant to the same terms and conditions as that of
an investment herein, for a like amount.
The Purchaser or its designee shall also be entitled to a commission of 5% of any and all amounts received,
directly or indirectly, by the Company and/or its principals as a consequence of a merger, license or any other
similar arrangement or remuneration as a consequence of the efforts of Nutmeg or its designee or agent. All
references to the "Company" shall include associates, and any individual, corporation, organization, firm or
company, of which the Company is a member, employee, principal, party to, or from which such it would
otherwise benefit financially, directly or indirectly.

Closing. The closing (the "Closing") of the purchase and sale of the Securities shall take place at the offices of the
Company, the Company will deliver to the Purchaser certificates for the Shares and the warrant agreement
against payment to the Company of the Purchase Price by wire transfer or other acceptable consideration
designated by the Company.

Conditions to Obligations of the Purchaser. The Purchaser's obligation to purchase the Securities at the Closing is
subject to the fulfillment (or waiver by the Purchaser), at or prior to the Closing, of each of the following
conditions:

Accuracy of the Company's Representations and Warranties. The representations and warranties of the
Company contained in this Agreement shall be true and correct in all material respects at the time of the Closing,
except as such representations and warranties are affected by the consummation of the transactions contemplated
by this Agreement.

Performance by the Company. The Company shall have duly performed and complied in all material respects
with all agreements and conditions contained in this Agreement and required to be performed or complied with
by the Company at or prior to the Closing.

Nonfulfillment of Conditions. If any of the conditions specified in
Section 3 shall not have been fulfilled at or prior to the Closing, the Purchaser shall be relieved of all further
obligations under this Agreement, without thereby waiving any other rights the Purchaser may have by reason of
such nonfulfillment.

Maximum Exercise. At any point in time, the Purchaser shall not be entitled to receive shares of common stock if
such issuance would result in beneficial ownership by the Purchaser and its affiliates of more than 4.99% of the
outstanding shares of common stock of the Company on such issue date, including:

(i) the number of shares of common stock beneficially owned by the Purchaser and its affiliates, and

(ii) the number of shares of common stock issuable upon the exercise or conversion of securities owned.

For the purposes of this provision as set forth in the immediately preceding sentence, beneficial ownership shall
be determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Subject to
the foregoing, the Purchaser shall not be limited to aggregate common stock issuances of only 4.99% and
aggregate common stock issuances may exceed 4.99%. The Purchaser may void the issuance limitation
described in this Section upon 61 days prior written notice to the Company. The Purchaser may allocate which of
the equity of the Company deemed beneficially owned by the Purchaser shall be included in the 4.99% amount
described above and which shall be allocated to the excess above 4.99%.
Conditions to Obligations of the Company. The obligations of the Company to issue and sell the Securities to the
Purchaser at the Closing shall be subject to the fulfillment (or waiver by the Company), at or prior to the Closing,
of each of the following conditions:

1.1 Accuracy of the Purchaser's Representations and Warranties. The representations and warranties made by
the Purchaser in this Agreement shall be true and correct in all material respects when made and at the time of the
Closing.

1.2 Performance by the Purchaser. The Purchaser shall have duly performed and complied in all material respects
with all agreements and conditions contained in this Agreement and required to be performed or complied with
by the Purchaser at or prior to the Closing, including but not limited to payment to the Company of the Purchase
Price for the Securities in immediately available funds.

2. Representations and Warranties of the Company. The Company represents and warrants to the Purchaser as
follows:

2.1 Corporate Organization and Standing. The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of its incorporation and has all requisite corporate power and authority
to own or lease its properties and to carry on its business as presently conducted.

2.2 Authorization. This Agreement and the transactions contemplated hereby have been duly authorized by all
necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered
by the Company, and are the legal, valid and binding obligations of the Company, enforceable against it in
accordance with their terms.

2.3 No Conflict or Violation. Subject to the Company obtaining stockholder approval to increase its authorized
common stock, neither the execution and delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will (a) violate, conflict with or result in a breach of or constitute a default under any
provision of the Certificate of Incorporation or Bylaws of the Company, (b) violate, conflict with or result in a
breach of or constitute a default under any judgment, order, decree, rule or regulation of any court or
governmental agency to which the Company is subject or (c) violate, conflict with or result in a breach of any
applicable rule or regulation of any federal, state, local or other governmental authority.

2.4 Stock. The Securities to be issued to the Purchaser pursuant to this Agreement are duly authorized and, when
issued and paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and
nonassessable.
3. Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Company
that:

3.1 Authorization. The Purchaser is a limited liability company duly organized, validly existing and in good
standing under the laws of the USVI and has all requisite power and authority to execute and deliver this
Agreement and to subscribe for and purchase the Securities hereunder. This Agreement and the transactions
contemplated hereby and thereby have been duly authorized by all necessary limited liability company action on
the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser, and is the
legal, valid and binding obligations of the Purchaser, enforceable against it in accordance with their terms.

3.2 No Conflict or Violation. Neither the execution and delivery of this Agreement, nor the consummation of the
transactions contemplated hereby, will (a) violate, conflict with or result in a breach of or constitute a default
under any provision of the limited liability company agreement of the Purchaser,
(b) violate, conflict with or result in a breach of or constitute a default under any judgment, order, decree, rule or
regulation of any court or governmental agency to which the Purchaser is subject or (c) violate, conflict with or
result in a breach of any applicable rule or regulation of any federal, state, local or other governmental authority.

3.3 Access to Information; Investigation. The Purchaser made, either alone or together with its advisors (if any),
such independent investigation of the Company, its management and related matters as the Purchaser deemed to
be, or such advisors (if any) have advised to be, necessary or advisable in connection with an investment in the
Securities. The Purchaser and its advisors (if any) have received all information and data that the Purchaser and
such advisors (if any) believe to be necessary in order to reach an informed decision as to the advisability of an
investment in the Shares.

3.4 Information Regarding the Purchaser. The Purchaser is (a) not an "underwriter" within the meaning of the
Securities Act of 1933 or otherwise, and (b) not otherwise acting as a placement agent, broker or dealer in
connection with its acquisition of the Securities. distribution.

3.5 Investment Intent. Such Purchaser is acquiring the Securities as principal for its own account for investment
purposes only and not with a view to or for distributing or reselling such Securities or any part thereof, without
prejudice, however, to such Purchaser's right, subject to the provisions of this Agreement, at all times to sell or
otherwise dispose of all or any part of such Securities pursuant to an effective registration statement under the
Securities Act or under an exemption from such registration and in compliance with applicable federal and state
securities laws. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such
Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any
of the Securities.

3.6 Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is,
and on each date on which it exercises any Warrants or receives any shares of Common Stock it will be, an
"accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed
solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section
15 of the Exchange Act.
3.7 Experience of such Purchaser. Such Purchaser, either alone or together with its representatives, has such
knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the
merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such
investment. Such Purchaser is able to bear the economic risk of an investment in the Securities and, at the present
time, is able to afford a complete loss of such investment.

3.8 General Solicitation. Such Purchaser is not purchasing the Securities as a result of any advertisement, article,
notice or other communication regarding the Securities published in any newspaper, magazine or similar media or
broadcast over television or radio or presented at any seminar or any other general solicitation or general
advertisement.

3.9 Reliance on Representations and Warranties of the Purchaser. The Purchaser understands and acknowledges
that the Company is relying on the representations and warranties made by the Purchaser in this Agreement in
connection with the transactions contemplated hereby.

3.10 Indemnification. Each party (the "Indemnifying Party") will indemnify and hold the other parties and their
directors, officers, shareholders, partners, employees and agents (each, an "Indemnified Party") harmless from
any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all
judgments, amounts paid in settlements, court costs and reasonable attorneys' fees and costs of investigation that
any such Indemnified Party may suffer or incur as a result of or relating to any breach of any of the
representations, warranties, covenants or agreements made by the Indemnifying Party in this Agreement. If any
action shall be brought against any Indemnified Party in respect of which indemnity may be sought pursuant to this
Agreement, such Indemnified Party shall promptly notify the Indemnifying Party in writing, and the Indemnifying
Party shall have the right to assume the defense thereof with counsel of its own choosing. Any Indemnified Party
shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the
fees and expenses of such counsel shall be at the expense of such Indemnified Party except to the extent that (i)
the employment thereof has been specifically authorized by the Indemnifying Party in writing, (ii) the Indemnifying
Party has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such
action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue
between the position of the Indemnifying Party and the position of such Indemnified Party. The Indemnifying
Party will not be liable to any Indemnified Party under this Agreement (i) for any settlement by an Indemnified
Party effected without the Indemnifying Party's prior written consent, which shall not be unreasonably withheld or
delayed; or
(ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Indemnified
Party's breach of any of the representations, warranties, covenants or agreements made by the Purchasers in this
Agreement.
4. Amendments and Waivers. This Agreement may be amended and the observance of any provision hereof may
be waived (either generally or in a particular instance and either retroactively or prospectively) only with the
written consent of each party to be bound thereby. No provision of this Agreement shall be deemed to have been
waived, unless such waiver is contained in a written notice given to the party claiming such waiver, and no such
waiver shall be deemed to be a waiver of any other or further obligation or liability of the party or parties in
whose favor the waiver was given.

5. Survival of Representations and Warranties. All representations and warranties contained herein or made in
writing by the Purchaser or by the Company in connection with the transactions contemplated by this Agreement
shall survive the Closing Date and shall remain in full force and effect for three years thereafter. All covenants and
agreements contained in this Agreement shall survive the Closing Date indefinitely until, by their respective terms,
they are no longer operative. No claims shall be made after the date on which the applicable representation or
warranty upon which such claim was based ceases to survive pursuant to this Section; provided, however, that
the expiration of any representation or warranty under this Section shall not affect any claim made in good faith
prior to the date of such expiration.

6 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable
by the respective successors and assigns of the parties hereto.

7. Notices. All notices, requests, demands and other communications given hereunder (collectively, "Notices")
shall be in writing and delivered personally or by overnight courier to the parties at the following addresses or sent
by telecopier or telex, with confirmation received, to the telecopy specified below:

                                              If to the Company, at:

                                   2727 W. Martin Luther King Blvd., Suite 850
                                              Tampa, FL 33607

                                                    With copy to:

                                     DARRIN M. OCASIO, ESQ.
                              SICHENZIA ROSS FRIEDMAN FERENCE LLP
                                   1065 Avenue of the Americas, 21st flr.
                                      New York, New York 10018
                                           tel: 212-930-9700
                                           fax:212-930-9725
                                         dmocasio@srffllp.com

                                              If to the Purchaser, at:

                                               Randall S. Goulding
                                            The Nutmeg Group, L.L.C.
                                                 3366 Commercial
                                              Northbrook IL 60062
                                                tel: 847-291-7711
                                               fax: 253-736-0134
All Notices shall be deemed delivered when actually received if delivered personally or by overnight courier, sent
by telecopier or telex (promptly confirmed in writing), addressed as set forth above. Each of the parties shall
hereafter notify the other in accordance with this Section, of any change of address or telecopy number to which
notice is required to be mailed.

8. Governing Law; Enforcement. This Agreement shall be governed by and construed and enforced in
accordance with the internal laws of the State of Illinois applicable to contracts made in that state, without giving
effect to the conflicts of laws principles thereof. The parties agree that irreparable damage would occur in the
event that any of the provisions of this Agreement were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that the parties are entitled to an injunction or injunctions to
prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any
court of the United States located in the State of Illinois or in Illinois state court, this being in addition to any other
remedy to which they are entitled at law or in equity. In addition, each of the parties hereto (a) consents to submit
itself to the personal jurisdiction of any federal court located in the State of Illinois or any Illinois state court in the
event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (b)
agrees that it will not attempt to deny such personal jurisdiction by motion or other request for leave from any
such court and (c) agrees that it will not bring any action relating to this Agreement or any of the transactions
contemplated by this Agreement in any court other than a federal or state court sitting in the State of Illinois.

9. Disputes. The parties agree to submit any dispute arising under this Agreement to arbitration to be held in
Illinois. Arbitration shall be by a single arbitrator experienced in the matters at issue selected by the parties in
accordance with the commercial arbitration rules of the Better Business Bureau or the American Arbitration
Association. The decision of the arbitrator shall be final and binding as to any matter submitted to him under this
Agreement. All costs and expenses incurred in connection with such arbitration proceeding shall be borne by the
party against whom the decision is rendered.

10. Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in
any way the meaning or interpretation of this Agreement.

11. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall constitute one
and the same instrument.

12. Entire Agreement. This Agreement and the Letter Agreement constitute the entire agreement of the parties
with respect to the subject matter hereof and supersede all prior negotiations, agreements and understandings,
whether written or oral, of the parties.

13. No Third-Party Rights. This Agreement is not intended, and shall not be construed, to create any rights in any
parties other than the Company and the Purchaser and no person shall assert any rights as third-party beneficiary
hereunder.
14. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced
by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby
is not affected in any manner adverse to any party. Upon such determination that any term or other provision is
invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this
Agreement so as to affect the original intent of the parties as closely as possible in an acceptable manner to the
end that transactions contemplated hereby are fulfilled to the extent possible.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

                       NANOBAC PHARMACEUTICALS, INCORPORATED

                                    By: /s/Alexander Edwards III
                                       ---------------------------
                                    Its: Director
                                        --------------------------




                                    THE NUTMEG GROUP, L.L.C.

                                    By: /s/ Randall S. Goulding
                                       ---------------------------
                                    Its: Managing Director
                                        --------------------------
                                REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT, dated as of August 13, 2004, between The Nutmeg Group,
L.L.C., a US Virgin Islands limited liability company ("Holder"), and Nanobac Pharmaceuticals, Incorporated, a
corporation incorporated under the laws of the State of Florida (the "Company").

WHEREAS, simultaneously with the execution and delivery of this Agreement, the Holder is purchasing from the
Company, pursuant to a Subscription Agreement dated the date hereof (the "Subscription Agreement"), shares of
the Company's Common Stock (the "Common Shares"), and a Class A and B Warrants exercisable to purchase
additional shares of the Company's Common Stock (terms not defined herein shall have the meanings ascribed to
them in the Subscription Agreement); and

WHEREAS, the Company desires to grant to the Holder the registration rights set forth herein with respect to the
shares of Common Stock issued pursuant to the Subscription Agreement and with respect to the shares of
Common Stock issuable upon exercise of the Class A and B Warrants (the "Warrant Shares") (hereinafter the
Common Shares and the Warrant Shares shall be referred to collectively as the "Securities" of the Company).

NOW, THEREFORE, the parties hereto mutually agree as follows:

Section 1. Registrable Securities. As used herein the term "Registrable Security" means the Securities until (i) the
Registration Statement has been declared effective by the SEC, and all Securities have been disposed of pursuant
to the Registration Statement, (ii) all Securities have been sold under circumstances under which all of the
applicable conditions of Rule 144 (or any similar provision then in force) under the Securities Act ("Rule 144")
are met,
(iii) all Securities have been otherwise transferred to holders who may trade such Securities without restriction
under the Securities Act, and the Company has delivered a new certificate or other evidence of ownership for
such Securities not bearing a restrictive legend or (iv) such time as, in the opinion of counsel to the Company, all
Securities may be sold without any time, volume or manner limitations pursuant to Rule 144(k) (or any similar
provision then in effect) under the Securities Act. The term "Registrable Securities" means any and/or all of the
securities falling within the foregoing definition of a "Registrable Security." In the event of any merger,
reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock,
such adjustment shall be deemed to be made in the definition of "Registrable Security" as is appropriate in order
to prevent any dilution or enlargement of the rights granted pursuant to this Agreement.

Section 2. Restrictions on Transfer. The Holder acknowledges and understands that prior to the registration of
the Securities as provided herein, the Securities are "restricted securities" as defined in Rule 144 promulgated
under the Act. The Holder understands that no disposition or transfer of the Securities may be made by Holder in
the absence of (i) an opinion of counsel to the Holder that such transfer may be made without registration under
the Securities Act or (ii) such registration.
With a view to making available to the Holder the benefits of Rule 144 under the Securities Act or any other
similar rule or regulation of the SEC that may at any time permit the Holder to sell securities of the Company to
the public without registration ("Rule 144"), the Company agrees to:

(a) comply with the provisions of paragraph (c)(1) of Rule 144; and

(b) file with the SEC in a timely manner all reports and other documents required to be filed by the Company
pursuant to Section 13 or 15(d) under the Exchange Act; and, if at any time it is not required to file such reports
but in the past had been required to or did file such reports, it will, upon the request of any Holder, make
available other information as required by, and so long as necessary to permit sales of, its Registrable Securities
pursuant to Rule 144.

Section 3. Registration Rights With Respect to the Securities.

(a) The Company will use its best efforts to (i) prepare and file a registration statement on Form S-1, Form S-2,
Form S-3 or Form SB-2 to register a sufficient number of shares of Common Stock to accommodate a
$1,000,000 purchase of Common Stock, and to register the shares of Common Stock into which the Warrants
are exercisable into (the "Registration Statement") within forty-five days from the date on which the Company
receives from the Holder an aggregate of $1,000,000 (the "Initial Filing Date"), and (ii) have the registration
statement declared effective within 90 days following the Initial Filing Date, and thereafter to cause the registration
statement to remain effective through December 31, 2008, and in the case of Warrants, through the Warrant
Expiration Date. If the registration statement is not effective within 165 days from the Initial Filing Date, then the
Company shall refund to Nutmeg an amount equal to one percent (1%) of the amount invested by Nutmeg with
regard to such Closing. For each further thirty day period thereafter until the registration statement is effective, the
Company shall refund to Nutmeg an amount equal to one percent (.5%) of the amount invested by Nutmeg with
regard to such Closing; provided however, the maximum refund to the Holder pursuant to this section shall be ten
percent (10%) of the amount invested by Nutmeg.

(b) The Company will maintain the Registration Statement or post-effective amendment filed under this Section 3
hereof effective under the Securities Act until the earlier of (i) the date that none of the Securities are or may
become issued and outstanding, (ii) the date that all of the Securities have been sold pursuant to the Registration
Statement, (iii) the date the holders thereof receive an opinion of counsel to the Company, which counsel shall be
reasonably acceptable to the Holder, that the Securities may be sold under the provisions of Rule 144 without
limitation as to volume, (iv) all Securities have been otherwise transferred to holders who may trade such shares
without restriction under the Securities Act, and the Company has delivered a new certificate or other evidence of
ownership for such securities not bearing a restrictive legend, or (v) all Securities may be sold without any time,
volume or manner limitations pursuant to Rule 144(k) or any similar provision then in effect under the Securities
Act in the opinion of counsel to the Company, which counsel shall be reasonably acceptable to the Holder (the
"Effectiveness Period").
(c) All fees, disbursements and out-of-pocket expenses and costs incurred by the Company in connection with
the preparation and filing of the Registration Statement under subparagraph 3(a) and in complying with applicable
securities and Blue Sky laws (including, without limitation, all attorneys' fees of the Company) shall be borne by
the Company. The Holder shall bear the cost of underwriting and/or brokerage discounts, fees and commissions,
if any, applicable to the Securities being registered and the fees and expenses of its counsel. The Holder and its
counsel shall be provided with and shall have a reasonable period, not to exceed three (3) Trading Days, to
review the proposed Registration Statement or any amendment thereto, prior to filing with the SEC, and the
Company shall provide each Holder with copies of any comment letters received from the SEC with respect
thereto within two (2) Trading Days of receipt thereof. The Company shall make reasonably available for
inspection by each Holder, any underwriter participating in any disposition pursuant to the Registration Statement,
and any attorney, accountant or other agent retained by such Holder or any such underwriter all relevant financial
and other records, pertinent corporate documents and properties of the Company and its subsidiaries, and cause
the Company's officers, directors and employees to supply all information reasonably requested by such Holder
or any such underwriter, attorney, accountant or agent in connection with the Registration Statement, in each
case, as is customary for similar due diligence examinations; provided, however, that all records, information and
documents that are designated in writing by the Company, in good faith, as confidential, proprietary or containing
any material non-public information shall be kept confidential by such Holder and any such underwriter, attorney,
accountant or agent (pursuant to an appropriate confidentiality agreement in the case of any such Holder or
agent), unless such disclosure is made pursuant to judicial process in a court proceeding (after first giving the
Company an opportunity promptly to seek a protective order or otherwise limit the scope of the information
sought to be disclosed) or is required by law, or such records, information or documents become available to the
public generally or through a third party not in violation of an accompanying obligation of confidentiality; and
provided further that, if the foregoing inspection and information gathering would otherwise disrupt the
Company's conduct of its business, such inspection and information gathering shall, to the maximum extent
possible, be coordinated on behalf of the Holder and the other parties entitled thereto by one firm of counsel
designated by and on behalf of the Holder and other parties. The Company shall qualify any of the securities for
sale in such states as such Holder reasonably designates and shall furnish indemnification in the manner provided
in Section 6 hereof. However, the Company shall not be required to qualify in any state which will require an
escrow or other restriction relating to the Company and/or its affiliates or the sellers, or which will require the
Company to qualify to do business in such state or require the Company to file therein any general consent to
service of process. The Company at its expense will supply the Holder with copies of the Registration Statement
and the prospectus included therein and other related documents in such quantities as may be reasonably
requested by the Holder.

(d) The Company shall not be required by this Section 3 to include the Holder's Securities in any Registration
Statement which is to be filed if, in the opinion of counsel for both the Holder and the Company (or, should they
not agree, in the opinion of another counsel experienced in securities law matters acceptable to counsel for the
Holder and the Company) the proposed offering or other transfer as to which such registration is requested is
exempt from applicable federal and state securities laws and would result in all purchasers or transferees
obtaining securities which are not "restricted securities", as defined in Rule 144 under the Securities Act.
(e) No provision contained herein shall preclude the Company from selling securities pursuant to any Registration
Statement in which it is required to include Securities pursuant to this Section 3. It is the understanding of the
Holder that the Company may undertake a firm commitment underwritten public offering (the "Public Offering").
In the event that the registration statement for the Public Offering is filed on or before the Initial Filing Date (which
may be extended to no later than thirty (30) days by the managing underwriter of the Public Offering), then
Holder agrees that in lieu of the Registration Statement required by this Agreement, the Company may include
Holder's Registrable Securities as a selling securityholder in the Public Offering registration statement, but not as
part of the underwritten offering. The Public Offering registration statement will be kept effective (at least as to
Holder's Registrable Securities) for the period otherwise required herein. Holder shall agree to such "lockup" as
may be required by the underwriters of the Public Offering, provided that under no circumstances shall Holder be
required to agree to any lockup of more than 75% of its Registrable Securities (allocated proportionately among
the Common Shares and Warrant Shares), and as to such locked-up Registrable Securities, such lock-up shall
not exceed 180 days from the effective date of the Public Offering registration statement. If the Public Offering is
abandoned, or the underwriters of the Public Offering require a lock-up from Holder which is more severe than
that set forth above, then the Company shall again be obligated to file the Registration Statement called for by this
Agreement for Holder's benefit, and shall so file within 15 business days of such event.

(f) If at any time or from time to time after the effective date of the Registration Statement, the Company notifies
the Holder in writing of the existence of a Potential Material Event (as defined in Section 3(h) below), the Holder
shall not offer or sell any Securities or engage in any other transaction involving or relating to Securities, from the
time of the giving of notice with respect to a Potential Material Event until such Holder receives written notice
from the Company that such Potential Material Event either has been disclosed to the public or no longer
constitutes a Potential Material Event; provided, however, that the Company may not so suspend the right to
such holders of Securities for more than twenty (20) days in the aggregate (or such greater period, not to exceed
90 days in the aggregate, as may be required to prepare and file audited financial statements of a company or
business acquired) during any twelve month period, during the periods the Registration Statement is required to
be in effect. If a Potential Material Event shall occur prior to the date the Registration Statement is filed, then the
Company's obligation to file the Registration Statement shall be delayed without penalty for not more than twenty
(20) days (or such greater period, not to exceed 90 days in the aggregate, as may be required to prepare and file
audited financial statements of a company or business acquired). The Company must give Holder notice in writing
at least two (2) Trading Days prior to the first day of the blackout period.

(g) "Potential Material Event" means any of the following: (a) the possession by the Company of material
information not ripe for disclosure in a registration statement, as determined in good faith by the Chief Executive
Officer or the Board of Directors of the Company that disclosure of such information in the Registration
Statement would be detrimental to the business and affairs of the Company; or (b) any material engagement or
activity by the Company which would, in the good faith determination of the Chief Executive Officer or the Board
of Directors of the Company, be adversely affected by disclosure in a registration statement at such time, which
determination shall be accompanied by a good faith determination by the Chief Executive Officer or the Board of
Directors of the Company that the Registration Statement would be materially misleading absent the inclusion of
such information.
Section 4. Cooperation with Company. Holder will cooperate with the Company in all respects in connection
with this Agreement, including timely supplying all information reasonably requested by the Company (which shall
include all information regarding the Holder and proposed manner of sale of the Registrable Securities required to
be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in
connection with the registration and sale of the Registrable Securities and entering into and performing its
obligations under any underwriting agreement, if the offering is an underwritten offering, in usual and customary
form, with the managing underwriter or underwriters of such underwritten offering. Nothing in this Agreement
shall obligate the Holder to consent to be named as an underwriter in the Registration Statement. The obligation
of the Company to register the Registrable Securities shall be absolute and unconditional as to those Securities
which the SEC will permit to be registered without naming the Holder as an underwriter.

Section 5. Registration Procedures. If and whenever the Company is required by any of the provisions of this
Agreement to effect the registration of any of the Registrable Securities under the Act, the Company shall (except
as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holder's assistance and
cooperation as reasonably required:

(a) (i) prepare and file with the SEC such amendments and supplements to the Registration Statement and the
prospectus used in connection therewith as may be necessary to keep such registration statement effective and to
comply with the provisions of the Act with respect to the sale or other disposition of all securities covered by
such registration statement whenever the Holder of such Registrable Securities shall desire to sell or otherwise
dispose of the same (including prospectus supplements with respect to the sales of securities from time to time in
connection with a registration statement pursuant to Rule 415 promulgated under the Act) and (ii) take all lawful
action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes
effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, not misleading and (B) the Prospectus forming part of the
Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration
Period include an untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under which they were made, not
misleading.

(b) (i) prior to the filing with the SEC of any Registration Statement (including any amendments thereto) and the
distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the
Holder and reflect in such documents all such comments as the Holder (and its counsel) reasonably may propose
respecting the Selling Shareholders and Plan of Distribution sections (or equivalents) and (ii) furnish to each
Holder such numbers of copies of a prospectus including a preliminary prospectus or any amendment or
supplement to any prospectus, as applicable, in conformity with the requirements of the Act, and such other
documents, as Holder may reasonably request in order to facilitate the public sale or other disposition of the
securities owned by such Holder;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other
securities or blue sky laws of such jurisdictions as the Holder shall reasonably request (subject to the limitations
set forth in Section 3(d) above), and do any and all other acts and things which may be necessary or advisable to
enable Holder to consummate the public sale or other disposition in such jurisdiction of the securities owned by
Holder, except that the Company shall not for any such purpose be required to qualify to do business as a foreign
corporation in any jurisdiction wherein it is not so qualified or to file therein any general consent to service of
process;

(d) list such Registrable Securities on the Pink Sheets, OTC Bulletin Board, if required, or the American Stock
Exchange, other national securities exchange, the NASDAQ National Market or the NASDAQ Small-Cap
Market, on which the Common Stock of the Company is then listed, if the listing of such Registrable Securities is
then permitted under the rules of such exchange or NASDAQ;

(e) notify each Holder of Registrable Securities covered by the Registration Statement, at any time when a
prospectus relating thereto covered by the Registration Statement is required to be delivered under the Act, of
the happening of any event of which it has knowledge as a result of which the prospectus included in the
Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein not misleading in the light of the
circumstances then existing, and the Company shall prepare and file a curative amendment under Section 5(a) as
quickly as commercially possible;

(f) as promptly as practicable after becoming aware of such event, notify each Holder who holds Registrable
Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by
the SEC of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest
possible time and take all lawful action to effect the withdrawal, recession or removal of such stop order or other
suspension;

(g) cooperate with the Holder to facilitate the timely preparation and delivery of certificates for the Registrable
Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable
Securities to be in such denominations or amounts, as the case may be, as the Holder reasonably may request
and registered in such names as the Holder may request; and, within three Trading Days after a Registration
Statement which includes Registrable Securities is declared effective by the SEC, deliver and cause legal counsel
selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holder
whose Registrable Securities are included in such Registration Statement) an appropriate instruction and, to the
extent necessary, an opinion of such counsel;

(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holder
of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which
are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a Prospectus supplement or post-
effective amendment to the Registration Statement such information as the managers reasonably agree should be
included therein and to which the Company does not reasonably object and make all required filings of such
Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be
included or incorporated in such Prospectus supplement or post-effective amendment; and

(j) maintain a transfer agent and registrar for its Common Stock.

Section 6. This Section not used.

Section 7. Indemnification.

(a) The Company agrees to indemnify and hold harmless each Holder and each person, if any, who controls such
Holder within the meaning of the Securities Act ("Distributing Holder") against any losses, claims, damages or
liabilities, joint or several (which shall, for all purposes of this Agreement, include, but not be limited to, all
reasonable costs of defense and investigation and all reasonable attorneys' fees), to which the Distributing Holder
may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of
any material fact contained in the Registration Statement, or any related preliminary prospectus, final prospectus
or amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein not misleading;
provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in the Registration Statement, preliminary prospectus, final prospectus or amendment or
supplement thereto in reliance upon, and in conformity with, written information furnished to the Company by the
Distributing Holder, specifically for use in the preparation thereof. This Section 7(a) shall not inure to the benefit
of any Distributing Holder with respect to any person asserting such loss, claim, damage or liability who
purchased the Registrable Securities which are the subject thereof if the Distributing Holder failed to send or give
(in violation of the Securities Act or the rules and regulations promulgated thereunder) a copy of the prospectus
contained in such Registration Statement to such person at or prior to the written confirmation to such person of
the sale of such Registrable Securities, where the Distributing Holder was obligated to do so under the Securities
Act or the rules and regulations promulgated thereunder. This indemnity agreement will be in addition to any
liability which the Company may otherwise have.

(b) Each Distributing Holder agrees that it will indemnify and hold harmless the Company, and each officer,
director of the Company or person, if any, who controls the Company within the meaning of the Securities Act,
against any losses, claims, damages or liabilities (which shall, for all purposes of this Agreement, include, but not
be limited to, all reasonable costs of defense and investigation and all reasonable attorneys' fees) to which the
Company or any such officer, director or controlling person may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are
based upon
any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, or
any related preliminary prospectus, final prospectus or amendment or supplement thereto, or arise out of or are
based upon the omission or the alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, but in each case only to the extent that such untrue
statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement,
preliminary prospectus, final prospectus or amendment or supplement thereto in reliance upon, and in conformity
with, written information furnished to the Company by such Distributing Holder, specifically for use in the
preparation thereof. This indemnity agreement will be in addition to any liability which the Distributing Holder may
otherwise have.

(c) Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is
to be made against the indemnifying party under this Section 7, notify the indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying party will not relieve the indemnifying party
from any liability which it may have to any indemnified party except to the extent of actual prejudice demonstrated
by the indemnifying party. In case any such action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in, and, to
the extent that it may wish, jointly with any other indemnifying party similarly notified, assume the defense thereof,
subject to the provisions herein stated and after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under
this Section 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with
the defense thereof other than reasonable costs of investigation, unless the indemnifying party shall not pursue the
action to its final conclusion. The indemnified party shall have the right to employ separate counsel in any such
action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the
expense of the indemnifying party if the indemnifying party has assumed the defense of the action with counsel
reasonably satisfactory to the indemnified party; provided that if the indemnified party is the Distributing Holder,
the fees and expenses of such counsel shall be at the expense of the indemnifying party if (i) the employment of
such counsel has been specifically authorized in writing by the indemnifying party, or (ii) the named parties to any
such action (including any impleaded parties) include both the Distributing Holder and the indemnifying party and
the Distributing Holder shall have been advised by such counsel that there may be one or more legal defenses
available to the indemnifying party different from or in conflict with any legal defenses which may be available to
the Distributing Holder (in which case the indemnifying party shall not have the right to assume the defense of such
action on behalf of the Distributing Holder, it being understood, however, that the indemnifying party shall, in
connection with any one such action or separate but substantially similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances, be liable only for the reasonable fees and expenses of
one separate firm of attorneys for the Distributing Holder, which firm shall be designated in writing by the
Distributing Holder). No settlement of any action against an indemnified party shall be made without the prior
written consent of the indemnified party, which consent shall not be unreasonably withheld.
Section 8. Contribution. In order to provide for just and equitable contribution under the Securities Act in any
case in which (i) the indemnified party makes a claim for indemnification pursuant to Section 8 hereof but is
judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the
expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced
in such case notwithstanding the fact that the express provisions of Section 7 hereof provide for indemnification in
such case, or (ii) contribution under the Securities Act may be required on the part of any indemnified party, then
the Company and the applicable Distributing Holder shall contribute to the aggregate losses, claims, damages or
liabilities to which they may be subject (which shall, for all purposes of this Agreement, include, but not be limited
to, all reasonable costs of defense and investigation and all reasonable attorneys' fees), in either such case (after
contribution from others) on the basis of relative fault as well as any other relevant equitable considerations. The
relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact relates to information
supplied by the Company on the one hand or the applicable Distributing Holder on the other hand, and the
parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or
omission. The Company and the Distributing Holder agree that it would not be just and equitable if contribution
pursuant to this
Section 8 were determined by pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to in this Section 8. The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to
above in this Section 8 shall be deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action or claim. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation.

Notwithstanding any other provision of this Section 8, in no event shall any (i) Holder be required to undertake
liability to any person under this
Section 8 for any amounts in excess of the dollar amount of the proceeds to be received by such Holder from the
sale of such Holder's Registrable Securities
(after deducting any fees, discounts and commissions applicable thereto)
pursuant to any Registration Statement under which such Registrable Securities are to be registered under the
Securities Act and (ii) underwriter be required to undertake liability to any person hereunder for any amounts in
excess of the aggregate discount, commission or other compensation payable to such underwriter with respect to
the Registrable Securities underwritten by it and distributed pursuant to the Registration Statement.

Section 9. Notices. All notices, demands, requests, consents, approvals, and other communications required or
permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii)
deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable
air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as
set forth below or to such other address as such party shall have specified most recently by written notice. Any
notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon
hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine,
at the address or number designated below (if delivered on a Trading Day during normal business hours where
such notice is to be received), or the first Trading Day following such delivery (if delivered other than on a
Trading Day during normal business hours where such notice is to be received) or (b) on the second Trading Day
following the date of mailing by reputable courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:
                                              If to the Company, at:

                                   2727 W. Martin Luther King Blvd., Suite 850
                                              Tampa, FL 33607

                                                    With copy to:

                                     DARRIN M. OCASIO, ESQ.
                              SICHENZIA ROSS FRIEDMAN FERENCE LLP
                                   1065 Avenue of the Americas, 21st flr.
                                      New York, New York 10018
                                           tel: 212-930-9700
                                           fax:212-930-9725
                                         dmocasio@srffllp.com

                                              If to the Purchaser, at:

                                               Randall S. Goulding
                                            The Nutmeg Group, L.L.C.
                                                 3366 Commercial
                                              Northbrook IL 60062
                                                tel: 847-291-7711
                                               fax: 253-736-0134

Either party hereto may from time to time change its address or facsimile number for notices under this Section 9
by giving at least ten (10) days' prior written notice of such changed address or facsimile number to the other
party hereto.

Section 10. Assignment. This Agreement is binding upon and inures to the benefit of the parties hereto and their
respective heirs, successors and permitted assigns. The rights granted the Holder under this Agreement may be
assigned to any purchaser of substantially all of the Registrable Securities (or the rights thereto) from Holder, as
otherwise permitted by the Subscription Agreement. In the event of a transfer of the rights granted under this
Agreement, the Holder agrees that the Company may require that the transferee comply with reasonable
conditions as determined in the discretion of the Company.

Section 11. Additional Covenants of the Company. The Company agrees that at such time as it meets all the
requirements for the use of Securities Act Registration Statement on Form S-3 it shall file all reports and
information required to be filed by it with the SEC in a timely manner and take all such other action so as to
maintain such eligibility for the use of such form.
Section 12. Counterparts/Facsimile. This Agreement may be executed in two or more counterparts, each of
which shall constitute an original, but all of which, when together shall constitute but one and the same instrument,
and shall become effective when one or more counterparts have been signed by each party hereto and delivered
to the other party. In lieu of the original, a facsimile transmission or copy of the original shall be as effective and
enforceable as the original.

Section 13. Remedies. The remedies provided in this Agreement are cumulative and not exclusive of any
remedies provided by law. If any term, provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their best efforts to find and employ an alternative means
to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or
restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the
remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter
declared invalid, illegal, void or unenforceable.

Section 14. Conflicting Agreements. The Company shall not enter into any agreement with respect to its securities
that is inconsistent with the rights granted to the holders of Registrable Securities in this Agreement or otherwise
prevents the Company from complying with all of its obligations hereunder.

Section 15. Headings. The headings in this Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement.

Section 16. Governing Law, Arbitration. This Agreement shall be governed by and construed in accordance with
the laws of the State of Illinois applicable to contracts made in Illinois by persons domiciled in Chicago and
without regard to its principles of conflicts of laws. Any dispute under this Agreement shall be submitted to
arbitration under the matters at issue selected by the parties in accordance with the commercial arbitration rules of
the Better Business Bureau (the "BBB") or the American Arbitration Association (the "AAA") in Chicago, Illinois,
and shall be finally and conclusively determined by the decision of a board of arbitration consisting of three (3)
members (hereinafter referred to as the "Board of Arbitration") selected as according to the rules governing the
BBB or the AAA. The Board of Arbitration shall meet on consecutive Trading Days in Chicago, Illinois, and shall
reach and render a decision in writing (concurred in by a majority of the members of the Board of Arbitration)
with respect to the amount, if any, which the losing party is required to pay to the other party in respect of a claim
filed. In connection with rendering its decisions, the Board of Arbitration shall adopt and follow the laws of the
State of Illinois. To the extent practical, decisions of the Board of Arbitration shall be rendered no more than
thirty (30) calendar days following commencement of proceedings with respect thereto. The Board of Arbitration
shall cause its written decision to be delivered to all parties involved in the dispute. Any decision made by the
Board of Arbitration (either prior to or after the expiration of such thirty (30) calendar day period) shall be final,
binding and conclusive on the parties to the dispute, and entitled to be enforced to the fullest extent permitted by
law and entered in any court of competent jurisdiction. The non-prevailing party to any arbitration (as determined
by the Board of Arbitration) shall pay the expenses of the prevailing party, including reasonable attorneys' fees, in
connection with such arbitration.
Section 17. Severability. If any provision of this Agreement shall for any reason be held invalid or unenforceable,
such invalidity or unenforceablity shall not affect any other provision hereof and this Agreement shall be construed
as if such invalid or unenforceable provision had never been contained herein.

Section 18. Capitalized Terms. All capitalized terms not otherwise defined herein shall have the meaning assigned
to them in the Subscription Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be duly
executed, on the day and year first above written.

                         NANOBAC PHARMACEUTICALS, INCORPORATED

                                   By: /s/Alexander Edwards III
                                      -----------------------------------
                                   Its: Director
                                       ----------------------------------




                                       THE NUTMEG GROUP, L.L.C.

                                   By: /s/ Randall S. Goulding
                                      -----------------------------------
                                   Its: Managing Director
                                       ----------------------------------
                                            FORM OF WARRANT

THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES TO BE ISSUED
UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933 (THE "SECURITIES ACT") OR APPLICABLE STATE SECURITIES LAWS (THE "STATE
ACTS") AND SHALL NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER HAS
BEEN REGISTERED UNDER THE SECURITIES ACT AND STATE ACTS, OR AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS IS AVAILABLE, THE AVAILABILITY OF WHICH
MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

                                CLASS A STOCK PURCHASE WARRANT

1.

2. Warrant No. Number of Shares:

                         NANOBAC PHARMACEUTICALS, INCORPORATED
                          COMMON STOCK, NO PAR VALUE PER SHARE
                             VOID AFTER 5:00 P.M. EASTERN TIME
                                    ON ____________, 2008

This Warrant is issued to ___________________________________________ ("Holder") by Nanobac
Pharmaceuticals, Incorporated, a Delaware corporation (hereinafter with its successors called the "Company").

For value received and subject to the terms and conditions hereinafter set out, Holder is entitled to purchase from
the Company at an initial purchase price of $___per share, _______________________________fully paid
and nonassessable shares of common stock, no par value per share ("Common Shares") of the Company. Such
purchase price per Common Share, adjusted from time to time as provided herein, is referred to as the "Purchase
Price."

1. 1.The Holder may exercise this Warrant, in whole or in part, upon surrender of this Warrant, with the exercise
form annexed hereto duly executed, at the office of the Company, _____________, or such other office as the
Company shall notify the Holder in writing, together with a certified or bank cashier's check payable to the order
of the Company in the amount of the Purchase Price times the number of Common Shares being purchased.
2. The person or persons in whose name or names any certificate representing Common Shares is issued
hereunder shall be deemed to have become the holder of record of the Common Shares represented thereby as
of the close of business on the date on which this Warrant is exercised with respect to such shares, whether or
not the transfer books of the Company shall be closed. Until such time as this Warrant is exercised or terminates,
the Purchase Price payable and the number and character of securities issuable upon exercise of this Warrant are
subject to adjustment as hereinafter provided.

3. Unless previously exercised, this Warrant shall expire at 5:00 p.m. Eastern Time, On December 31, 2008 and
shall be void thereafter or can be extended at the Company's discretion ("Expiration Date").

4. The Company covenants that it will at all times reserve and keep available a number of its authorized Common
Shares, free from all preemptive rights, which will be sufficient to permit the exercise of this Warrant. The
Company further covenants that such shares as may be issued pursuant to the exercise of this Warrant will, upon
issuance, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens, and charges.

5. If the Company subdivides its outstanding Common Shares, by split-up or otherwise, or combines its
outstanding Common Shares, the Purchase Price then applicable to shares covered by this Warrant shall
forthwith be proportionately decreased in the case of a subdivision, or proportionately increased in the case of a
combination.

6. If (a) the Company reorganizes its capital, reclassifies its capital stock, consolidates or merges with or into
another corporation (but only if the Company is not the surviving corporation and no longer has more than a
single shareholder) or sells, transfers or otherwise disposes of all or substantially all its property, assets, or
business to another corporation, and (b) pursuant to the terms of such reorganization, reclassification, merger,
consolidation, or disposition of assets, shares of common stock of the successor or acquiring corporation, or any
cash, shares of stock, or other securities or property of any nature whatsoever (including warrants or other
subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring
corporation ("Other Property"), are to be received by or distributed to the holders of Common Shares, then (c)
Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same number of shares of
common stock of the successor or acquiring corporation and Other Property receivable upon such
reorganization, reclassification, merger, consolidation, or disposition of assets as a holder of the number of
Common Shares for which this Warrant is exercisable immediately prior to such event. At the time of such
reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring
corporation shall expressly assume the due and punctual observance and performance of each and every
covenant and condition
of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder,
subject to such modifications as may be deemed appropriate (as determined by resolution of the Board of
Directors of the Company) in order to adjust the number of shares of the common stock of the successor or
acquiring corporation for which this Warrant is exercisable. For purposes of this section, "common stock of the
successor or acquiring corporation" shall include stock of such corporation of any class which is not preferred as
to dividends or assets over any other class of stock of such corporation and which is not subject to redemption
and shall also include any evidences of indebtedness, shares of stock, or other securities which are convertible
into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the
happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The
foregoing provisions of this section shall similarly apply to successive reorganizations, reclassifications, mergers,
consolidations, or disposition of assets.

7. If a voluntary or involuntary dissolution, liquidation or winding up of the Company (other than in connection
with a merger or consolidation of the Company) is at any time proposed during the term of this Warrant, the
Company shall give written notice to the Holder at least thirty days prior to the record date of the proposed
transaction. The notice shall contain: (1) the date on which the transaction is to take place; (2) the record date
(which must be at least thirty days after the giving of the notice) as of which holders of the Common Shares
entitled to receive distributions as a result of the transaction shall be determined; (3) a brief description of the
transaction; (4) a brief description of the distributions, if any, to be made to holders of the Common Shares as a
result of the transaction; and (5) an estimate of the fair market value of the distributions. On the date of the
transaction, if it actually occurs, this Warrant and all rights existing under this Warrant shall terminate.

8. In no event shall any fractional Common Share of the Company be issued upon any exercise of this Warrant.
If, upon exercise of this Warrant as an entirety, the Holder would, except as provided in this Section 8, be
entitled to receive a fractional Common Share, then the Company shall issue the next higher number of full
Common Shares, issuing a full share with respect to such fractional share. If this Warrant is exercised at one time
for less than the maximum number of Common Shares purchasable upon the exercise hereof, the Company shall
issue to the Holder a new warrant of like tenor and date representing the number of Common Shares equal to the
difference between the number of shares purchasable upon full exercise of this Warrant and the number of shares
that were purchased upon the exercise of this Warrant.

9. No adjustments in the Purchase Price shall be required unless such adjustment would require an increase or
decrease of at least five cents in such price, provided however, that any adjustments which by reason of this
Section 9 are not required to be made shall be carried forward and taken into account in any subsequent
adjustment.

10. Whenever the Purchase Price is adjusted, as herein provided, the Company shall promptly deliver to the
Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the
facts requiring such adjustment.

11. If at any time prior to the expiration or exercise of this Warrant, the Company shall pay any dividend or make
any distribution upon its Common Shares or shall make any subdivision or combination of, or other change in its
Common Shares, the Company shall cause notice thereof to be mailed, first class, postage prepaid, to Holder at
least thirty full business days prior to the record date set for determining the holders of Common Shares who shall
participate in such dividend, distribution, subdivision, combination or other change. Such notice shall also specify
the record date as of which holders of Common Shares who shall participate in such dividend or distribution are
to be determined. Failure to give such notice, or any defect therein, shall not affect the legality or validity of any
dividend or distribution.
12. The Company will maintain a register containing the names and addresses of the Holder and any assignees of
this Warrant. Holder may change its address as shown on the warrant register by written notice to the Company
requesting such change. Any notice or written communication required or permitted to be given to the Holder
may be delivered by confirmed facsimile or telecopy or by a recognized overnight courier, addressed to Holder
at the address shown on the warrant register.

13. This Warrant has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or
any state securities laws ("State Acts") or regulations in reliance upon exemptions under the Securities Act, and
exemptions under the State Acts. Subject to compliance with the Securities Act and State Acts, this Warrant and
all rights hereunder are transferable in whole or in part, at the office of the Company at which this Warrant is
exercisable, upon surrender of this Warrant together with the assignment hereof properly endorsed.

14. In case this Warrant shall be mutilated, lost, stolen, or destroyed, the Company may issue a new warrant of
like tenor and denomination and deliver the same (a) in exchange and substitution for and upon surrender and
cancellation of any mutilated Warrant, or (b) in lieu of any Warrant lost, stolen, or destroyed, upon receipt of
evidence satisfactory to the Company of the loss, theft or destruction of such Warrant (including a reasonably
detailed affidavit with respect to the circumstances of any loss, theft, or destruction) and of indemnity with
sufficient surety satisfactory to the Company.

15. Unless a current registration statement under the Securities Act, shall be in effect with respect to the securities
to be issued upon exercise of this Warrant, the Holder, by accepting this Warrant, covenants and agrees that, at
the time of exercise hereof, and at the time of any proposed transfer of securities acquired upon exercise hereof,
the Company may require Holder to make such representations, and may place such legends on certificates
representing the Common Shares issuable upon exercise of this Warrant, as may be reasonably required in the
opinion of counsel to the Company to permit such Common Shares to be issued without such registration.

16. The Company has granted the Holder piggy back registration rights, for the Common Stock underlying the
Warrant.

17. For so long as a registration statement covering the shares underlying this Warrant is effective, the closing bid
price for the Company's Common Stock exceeds 50% of the exercise price of this Warrant for 30 days and the
average daily trading volume for such 30 days exceeds the number of Warrants, then the Company shall have the
right to compel the Holder to exercise the Warrants, upon written notice. In the event the Holder does not
exercise such Warrants upon notice then the Warrant shall expire on the 30th trading day after such notice is
given.
18. This Warrant does not entitle Holder to any of the rights of a stockholder of the Company.

19. Nothing expressed in this Agreement and nothing that may be implied from any of the provisions hereof is
intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties to this
Agreement any covenant, condition, stipulation, promise, or agreement contained herein, and all covenants,
conditions, stipulations, promises and agreements contained herein shall be for the sole and exclusive benefit of
the parties hereto and their respective successors and assigns.

20. The provisions and terms of this Warrant shall be construed in accordance with the laws of the State of
Florida.

IN WITNESS WHEREOF, this Warrant has been duly executed by the Company as of the ___ day of
___________, 2004.

                         NANOBAC PHARMACEUTICALS, INCORPORATED

                                   By:_______________________________
                                         FORM OF EXERCISE

                                      Date: ____________________

To: Nanobac Pharmaceuticals, Incorporated

The undersigned hereby subscribes for _______ shares of common stock of Nanobac Pharmaceuticals,
Incorporated covered by this Warrant and hereby delivers $___________ in full payment of the purchase price
thereof. The certificate(s) for such shares should be issued in the name of the undersigned or as otherwise
indicated below:


                                                Signature:


                                              Printed Name


Name for Registration, if different


                                              Street Address


                                         City, State and Zip Code


                                         Social Security Number
                                                   ASSIGNMENT

For Value Received, the undersigned hereby sells, assigns and transfers unto the assignee(s) set forth below the
within Warrant certificate, together with all right, title and interest therein, and hereby irrevocably constitutes and
appoints ___________________________________ attorney, to transfer the said Warrant on the books of
the within-named Company with respect to the number of Common Shares set forth below, with full power of
substitution in the premises.

                                        Social Security or
                                        other Identifying
                     Name(s) of         Number(s) of No. of
                     Assignee(s)        Assignee(s)                       Address         Shares
                     ----------         -------------------               -------         -------




Dated: ______________________________


                                                      Signature

                         NOTICE: THE SIGNATURE TO THIS ASSIGNMENT
                        MUST CORRESPOND WITH THE NAME AS WRITTEN
                          UPON THE FACE OF THE WARRANT IN EVERY
                           PARTICULAR, WITHOUT ALTERATION OR
                        ENLARGEMENT, OR ANY CHANGE WHATSOEVER.


                                                Print Name and Title
                                            FORM OF WARRANT

THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES TO BE ISSUED
UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933 (THE "SECURITIES ACT") OR APPLICABLE STATE SECURITIES LAWS (THE "STATE
ACTS") AND SHALL NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER HAS
BEEN REGISTERED UNDER THE SECURITIES ACT AND STATE ACTS, OR AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS IS AVAILABLE, THE AVAILABILITY OF WHICH
MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

                                CLASS B STOCK PURCHASE WARRANT

3.

4. Warrant No. Number of Shares:

                         NANOBAC PHARMACEUTICALS, INCORPORATED
                          COMMON STOCK, NO PAR VALUE PER SHARE
                             VOID AFTER 5:00 P.M. EASTERN TIME
                                    ON ____________, 2008

This Warrant is issued to ___________________________________________ ("Holder") by Nanobac
Pharmaceuticals, Incorporated, a Delaware corporation (hereinafter with its successors called the "Company").

For value received and subject to the terms and conditions hereinafter set out, Holder is entitled to purchase from
the Company at an initial purchase price of $___per share, _______________________________fully paid
and nonassessable shares of common stock, no par value per share ("Common Shares") of the Company. Such
purchase price per Common Share, adjusted from time to time as provided herein, is referred to as the "Purchase
Price."

1. 1.The Holder may exercise this Warrant, in whole or in part, upon surrender of this Warrant, with the exercise
form annexed hereto duly executed, at the office of the Company, _____________, or such other office as the
Company shall notify the Holder in writing, together with a certified or bank cashier's check payable to the order
of the Company in the amount of the Purchase Price times the number of Common Shares being purchased.

4. The person or persons in whose name or names any certificate representing Common Shares is issued
hereunder shall be deemed to have become the holder of record of the Common Shares represented thereby as
of the close of business on the date on which this Warrant is exercised with respect to such shares, whether or
not the transfer books of the Company shall be closed. Until such time as this Warrant is exercised or terminates,
the Purchase Price payable and the number and character of securities issuable upon exercise of this Warrant are
subject to adjustment as hereinafter provided.
5. Unless previously exercised, this Warrant shall expire at 5:00 p.m. Eastern Time, On December 31, 2008 and
shall be void thereafter or can be extended at the Company's discretion ("Expiration Date").

4. The Company covenants that it will at all times reserve and keep available a number of its authorized Common
Shares, free from all preemptive rights, which will be sufficient to permit the exercise of this Warrant. The
Company further covenants that such shares as may be issued pursuant to the exercise of this Warrant will, upon
issuance, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens, and charges.

5. If the Company subdivides its outstanding Common Shares, by split-up or otherwise, or combines its
outstanding Common Shares, the Purchase Price then applicable to shares covered by this Warrant shall
forthwith be proportionately decreased in the case of a subdivision, or proportionately increased in the case of a
combination.

6. If (a) the Company reorganizes its capital, reclassifies its capital stock, consolidates or merges with or into
another corporation (but only if the Company is not the surviving corporation and no longer has more than a
single shareholder) or sells, transfers or otherwise disposes of all or substantially all its property, assets, or
business to another corporation, and (b) pursuant to the terms of such reorganization, reclassification, merger,
consolidation, or disposition of assets, shares of common stock of the successor or acquiring corporation, or any
cash, shares of stock, or other securities or property of any nature whatsoever (including warrants or other
subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring
corporation ("Other Property"), are to be received by or distributed to the holders of Common Shares, then (c)
Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same number of shares of
common stock of the successor or acquiring corporation and Other Property receivable upon such
reorganization, reclassification, merger, consolidation, or disposition of assets as a holder of the number of
Common Shares for which this Warrant is exercisable immediately prior to such event. At the time of such
reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring
corporation shall expressly assume the due and punctual observance and performance of each and every
covenant and condition of this Warrant to be performed and observed by the Company and all the obligations
and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined by
resolution of the Board of Directors of the Company) in order to adjust the number of shares of the common
stock of the successor or acquiring corporation for which this Warrant is exercisable. For purposes of this
section, "common stock of the successor or acquiring
corporation" shall include stock of such corporation of any class which is not preferred as to dividends or assets
over any other class of stock of such corporation and which is not subject to redemption and shall also include
any evidences of indebtedness, shares of stock, or other securities which are convertible into or exchangeable for
any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event
and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this
section shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations, or disposition
of assets.

7. If a voluntary or involuntary dissolution, liquidation or winding up of the Company (other than in connection
with a merger or consolidation of the Company) is at any time proposed during the term of this Warrant, the
Company shall give written notice to the Holder at least thirty days prior to the record date of the proposed
transaction. The notice shall contain: (1) the date on which the transaction is to take place; (2) the record date
(which must be at least thirty days after the giving of the notice) as of which holders of the Common Shares
entitled to receive distributions as a result of the transaction shall be determined; (3) a brief description of the
transaction; (4) a brief description of the distributions, if any, to be made to holders of the Common Shares as a
result of the transaction; and (5) an estimate of the fair market value of the distributions. On the date of the
transaction, if it actually occurs, this Warrant and all rights existing under this Warrant shall terminate.

8. In no event shall any fractional Common Share of the Company be issued upon any exercise of this Warrant.
If, upon exercise of this Warrant as an entirety, the Holder would, except as provided in this Section 8, be
entitled to receive a fractional Common Share, then the Company shall issue the next higher number of full
Common Shares, issuing a full share with respect to such fractional share. If this Warrant is exercised at one time
for less than the maximum number of Common Shares purchasable upon the exercise hereof, the Company shall
issue to the Holder a new warrant of like tenor and date representing the number of Common Shares equal to the
difference between the number of shares purchasable upon full exercise of this Warrant and the number of shares
that were purchased upon the exercise of this Warrant.

9. No adjustments in the Purchase Price shall be required unless such adjustment would require an increase or
decrease of at least five cents in such price, provided however, that any adjustments which by reason of this
Section 9 are not required to be made shall be carried forward and taken into account in any subsequent
adjustment.

10. Whenever the Purchase Price is adjusted, as herein provided, the Company shall promptly deliver to the
Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the
facts requiring such adjustment.

11. If at any time prior to the expiration or exercise of this Warrant, the Company shall pay any dividend or make
any distribution upon its Common Shares or shall make any subdivision or combination of, or other change in its
Common Shares, the Company shall cause notice thereof to be mailed, first class, postage prepaid, to Holder at
least thirty full business days prior to the record date set for determining the holders of Common Shares who shall
participate in such dividend, distribution, subdivision, combination or other change. Such notice shall also specify
the record date as of which holders of Common Shares who shall participate in such dividend or distribution are
to be determined. Failure to give such notice, or any defect therein, shall not affect the legality or validity of any
dividend or distribution.
12. The Company will maintain a register containing the names and addresses of the Holder and any assignees of
this Warrant. Holder may change its address as shown on the warrant register by written notice to the Company
requesting such change. Any notice or written communication required or permitted to be given to the Holder
may be delivered by confirmed facsimile or telecopy or by a recognized overnight courier, addressed to Holder
at the address shown on the warrant register.

13. This Warrant has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or
any state securities laws ("State Acts") or regulations in reliance upon exemptions under the Securities Act, and
exemptions under the State Acts. Subject to compliance with the Securities Act and State Acts, this Warrant and
all rights hereunder are transferable in whole or in part, at the office of the Company at which this Warrant is
exercisable, upon surrender of this Warrant together with the assignment hereof properly endorsed.

14. In case this Warrant shall be mutilated, lost, stolen, or destroyed, the Company may issue a new warrant of
like tenor and denomination and deliver the same (a) in exchange and substitution for and upon surrender and
cancellation of any mutilated Warrant, or (b) in lieu of any Warrant lost, stolen, or destroyed, upon receipt of
evidence satisfactory to the Company of the loss, theft or destruction of such Warrant (including a reasonably
detailed affidavit with respect to the circumstances of any loss, theft, or destruction) and of indemnity with
sufficient surety satisfactory to the Company.

15. Unless a current registration statement under the Securities Act, shall be in effect with respect to the securities
to be issued upon exercise of this Warrant, the Holder, by accepting this Warrant, covenants and agrees that, at
the time of exercise hereof, and at the time of any proposed transfer of securities acquired upon exercise hereof,
the Company may require Holder to make such representations, and may place such legends on certificates
representing the Common Shares issuable upon exercise of this Warrant, as may be reasonably required in the
opinion of counsel to the Company to permit such Common Shares to be issued without such registration.

16. The Company has granted the Holder piggy back registration rights, for the Common Stock underlying the
Warrant.

17. This Warrant does not entitle Holder to any of the rights of a stockholder of the Company.

18. Nothing expressed in this Agreement and nothing that may be implied from any of the provisions hereof is
intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties to this
Agreement any covenant, condition, stipulation, promise, or agreement contained herein, and all covenants,
conditions, stipulations, promises and agreements contained herein shall be for the sole and exclusive benefit of
the parties hereto and their respective successors and assigns.
19. The provisions and terms of this Warrant shall be construed in accordance with the laws of the State of
Florida.

IN WITNESS WHEREOF, this Warrant has been duly executed by the Company as of the ___ day of
___________, 2004.

                         NANOBAC PHARMACEUTICALS, INCORPORATED

                                  By:_______________________________
                                         FORM OF EXERCISE

                                      Date: ____________________

To: Nanobac Pharmaceuticals, Incorporated

The undersigned hereby subscribes for _______ shares of common stock of Nanobac Pharmaceuticals,
Incorporated covered by this Warrant and hereby delivers $___________ in full payment of the purchase price
thereof. The certificate(s) for such shares should be issued in the name of the undersigned or as otherwise
indicated below:


                                                Signature:


                                              Printed Name


Name for Registration, if different


                                              Street Address


                                         City, State and Zip Code


                                         Social Security Number
                                                   ASSIGNMENT

For Value Received, the undersigned hereby sells, assigns and transfers unto the assignee(s) set forth below the
within Warrant certificate, together with all right, title and interest therein, and hereby irrevocably constitutes and
appoints ___________________________________ attorney, to transfer the said Warrant on the books of
the within-named Company with respect to the number of Common Shares set forth below, with full power of
substitution in the premises.

                                         Social Security or
                                         other Identifying
                      Name(s) of         Number(s) of No. of
                      Assignee(s)        Assignee(s)                      Address         Shares
                      -----------        --------------------             -------         ------




Dated: ______________________________


                                                      Signature

                         NOTICE: THE SIGNATURE TO THIS ASSIGNMENT
                        MUST CORRESPOND WITH THE NAME AS WRITTEN
                          UPON THE FACE OF THE WARRANT IN EVERY
                           PARTICULAR, WITHOUT ALTERATION OR
                        ENLARGEMENT, OR ANY CHANGE WHATSOEVER.


                                                Print Name and Title
                                        SUBSCRIPTION AGREEMENT

THIS SUBSCRIPTION AGREEMENT (this "Agreement") is made and entered into as of September 3, 2004,
by and between Nanobac Pharmaceuticals, Incorporated, a Florida corporation (the "Company"), and Jaytern
Associates Inc., a New Jersey Corporation (the "Purchaser").

1. Subscription. Subject to the terms and conditions contained herein and in that certain Registration Rights
Agreement ("Rights Agreement") form of Class A Warrant and Class B Warrant (the "Warrants"), all by and
between the Company and Purchaser dated the date hereof (collectively, the "Transaction Documents"), the
Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to issue and sell to the
Purchaser, a certain number of shares of the Company's Common Stock (the "Common Stock"), and warrants to
purchase additional shares of Common Stock (the Common Stock and warrants referred to as the "Securities"),
for an aggregate purchase price of up to $250,000 (the "Purchase Price"). The number of shares issuable to
Purchaser (the "Applicable Number") will equal the Purchase Price, divided by the lesser of:

(a) $0.12, or

(b) fifty-two percent (52%) of the average closing bid price for Common Stock on the five trading days prior to
the date on which the registration statement (as described in the Registration Rights Agreement) is declared
effective

(the lesser of (a) and (b) being hereinafter referred to as the "Fixed Price").

Upon execution of this Agreement, Purchaser will be issued Warrants
^exercisable into such number of shares of Common Stock as is equal to 100% of the Purchase Price paid by
Purchaser, divided by the Fixed Price as set forth in the applicable Warrant. The Common Stock into which the
Warrants are exercisable will have piggyback registration rights, and the Warrants will be transferable.
Unexercised Warrants will expire December 31, 2008 ("Warrant Expiration Date").
^Fifty percent of the Warrants (the "Class A Stock Purchase Warrants") will be exercisable into Common Stock
at a per share price equal to 110% of the lesser of (a) $0.12; or (b) fifty-two percent (52%) of the average
closing bid price for Common Stock on the five trading days immediately prior to the filing with the Securities and
Exchange Commission ("SEC") of the Registration Statement. The remaining ^fifty percent of the Warrants (the
"Class B Stock Purchase Warrants") will be exercisable into Common Stock at a per share price equal to 150%
of the lesser of (a) $0.12; or (b) fifty-two percent (52%) of the average closing bid price for Common Stock on
the five trading days immediately prior to the filing with the Securities and Exchange Commission of the
Registration Statement.

The $250,000 Purchase Price will be payable by Purchaser, in two traunches. The first traunche will be in the
amount of $125,000 and shall occur no later than ^September 1, 2004. The second traunche will be an amount
equal to $125,000 and shall occur ^no later than 5 days ^after the date on which the registration statement
registering the Securities is declared effective by the SEC. The Company shall deliver to Purchaser the Common
Stock and Warrants pertaining to the first traunche upon execution of this Agreement and payment of the first
traunche and shall deliver the Common Stock and Warrants pertaining to the second traunche upon payment of
the second traunche.
The Purchaser or its designee shall also be entitled to a commission of 5% of any and all amounts received,
directly or indirectly, by the Company and/or its principals as a consequence of a merger, license or any other
similar arrangement or remuneration as a consequence of the efforts of ^Purchaser or its designee or agent within
5 days following receipt of such funds. All references to the "Company" shall include associates, and any
individual, corporation, organization, firm or company, of which the Company is a member, employee, principal,
party to, or from which such it would otherwise benefit financially, directly or indirectly.

2. Closing. The closing (the "Closing") of the purchase and sale of the Securities shall take place at the offices of
the Company, the Company will deliver to the Purchaser certificates for the Shares and the warrant agreement
against payment to the Company of the Purchase Price, paid as set forth above, by wire transfer or other
acceptable consideration designated by the Company.

3. Conditions to Obligations of the Purchaser. The Purchaser's obligation to purchase the Securities at the
Closing is subject to the fulfillment (or waiver by the Purchaser), at or prior to the Closing, of each of the
following conditions:

a. Accuracy of the Company's Representations and Warranties. The representations and warranties of the
Company contained in this Agreement and the other Transaction Documents shall be true and correct in all
material respects at the time of the Closing^.

b. Performance by the Company. The Company shall have duly performed and complied in all material respects
with all agreements and conditions contained in this Agreement and required to be performed or complied with
by the Company at or prior to the Closing.

c. Nonfulfillment of Conditions. If any of the conditions specified in Section 3 shall not have been fulfilled at or
prior to the Closing, the Purchaser shall be relieved of all further obligations under this Agreement, without
thereby waiving any other rights the Purchaser may have by reason of such nonfulfillment.

d. Maximum Exercise. At any point in time, the Purchaser shall not be entitled to receive shares of common stock
if such issuance would result in beneficial ownership by the Purchaser and its affiliates of more than 4.99% of the
outstanding shares of common stock of the Company on such issue date, including:

(i) the number of shares of common stock beneficially owned by the Purchaser and its affiliates, and

(ii) the number of shares of common stock issuable upon the exercise or conversion of securities owned.
For the purposes of this provision as set forth in the immediately preceding sentence, beneficial ownership shall
be determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Subject to
the foregoing, the Purchaser shall not be limited to aggregate common stock issuances of only 4.99% and
aggregate common stock issuances may exceed 4.99%. The Purchaser may void the issuance limitation
described in this Section upon 61 days prior written notice to the Company. The Purchaser may allocate which of
the equity of the Company deemed beneficially owned by the Purchaser shall be included in the 4.99% amount
described above and which shall be allocated to the excess above 4.99%.

4. Conditions to Obligations of the Company. The obligations of the Company to issue and sell the Securities to
the Purchaser at the Closing shall be subject to the fulfillment (or waiver by the Company), at or prior to the
Closing, of each of the following conditions:

^a. Accuracy of the Purchaser's Representations and Warranties. The representations and warranties made by
the Purchaser in this Agreement shall be true and correct in all material respects when made and at the time of the
Closing.

^b. Performance by the Purchaser. The Purchaser shall have duly performed and complied in all material respects
with all agreements and conditions contained in this Agreement and required to be performed or complied with
by the Purchaser at or prior to the Closing, including but not limited to payment to the Company of the Purchase
Price in the manner described above for the Securities in immediately available funds.

^5. Representations and Warranties of the Company. The Company represents and warrants to the Purchaser as
follows:

^a. Corporate Organization and Standing. The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of its incorporation and has all requisite corporate power and authority
to enter into this Agreement and the other Transaction Documents, to own or lease its properties^, to carry on its
business as presently conducted^ and to implement the Transactions contemplated herein;

^b. Authorization. This Agreement, the other Transaction Documents and the transactions contemplated hereby,
have been duly authorized by all necessary corporate action on the part of the Company. This Agreement ^and
the other Transaction Documents have been duly executed and delivered by the Company, and are the legal,
valid and binding obligations of the Company, enforceable against it in accordance with their terms;

c. ^No Conflict or Violation. ^The execution and delivery of this Agreement^ and the consummation of the
transactions contemplated hereby, will not (a) violate, conflict with or result in a breach of or constitute a default
under any provision of the Certificate of Incorporation or Bylaws of the Company, any financing agreement,
indenture or material agreement; (b) violate, conflict with or result in a breach of or constitute a default under any
judgment, order, decree, rule or regulation of any court or governmental agency to which the Company is
subject; or (c) violate, conflict with or result in a breach of any applicable rule or regulation of any federal, state,
local or other governmental authority.
^d. Stock. The Securities to be issued to the Purchaser pursuant to this Agreement are duly authorized and, when
issued and paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and
nonassessable.

^e. Registration Statement. The Company intends to file a Registration Statement pursuant to the Rights
Agreement.

f. No violation of the Securities Laws and Regulations. The transactions contemplated by this Agreement comply
with applicable securities laws and regulations.

g. Accuracy. The Company's representations and warranties shall be true and accurate in all material respects on
the date hereof.

h. Reliance. The Company understands and acknowledges that the Purchaser is relying on the Company's
representations and warranties in the Transaction Documents in connection with the Transaction transactions
contemplated hereby

6. Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Company
that:

^a. Authorization. The Purchaser is a corporation duly organized, validly existing and in good standing under the
laws of the State of ^New Jersey and has all requisite power and authority to execute and deliver this Agreement
and to subscribe for and purchase the Securities hereunder. This Agreement and the transactions contemplated
hereby and thereby have been duly authorized by all necessary ^corporate action on the part of the Purchaser.
This Agreement has been duly executed and delivered by the Purchaser, and is the legal, valid and binding
obligations of the Purchaser, enforceable against it in accordance with their terms.

^b. No Conflict or Violation. Neither the execution and delivery of this Agreement, nor the consummation of the
transactions contemplated hereby, will
(a) violate, conflict with or result in a breach of or constitute a default under any provision of the ^certificate of
incorporation or the bylaws of the Purchaser, any financing agreement, indenture or material agreement, (b)
violate, conflict with or result in a breach of or constitute a default under any judgment, order, decree, rule or
regulation of any court or governmental agency to which the Purchaser is subject or (c) violate, conflict with or
result in a breach of any applicable rule or regulation of any federal, state, local or other governmental authority.

^c. Access to Information; Investigation. The Purchaser made, either alone or together with its advisors (if any),
such independent investigation of the Company, its management and related matters as the Purchaser deemed to
be, or such advisors (if any) have advised to be, necessary or advisable in connection with an investment in the
Securities. The Purchaser and its advisors (if any) have received all information and data that the Purchaser and
such advisors (if any) believe to be necessary in order to reach an informed decision as to the advisability of an
investment in the Shares.

^d. Information Regarding the Purchaser. The Purchaser is (a) not an "underwriter" within the meaning of the
Securities Act of 1933 or otherwise, and
(b) not otherwise acting as a placement agent, broker or dealer in connection with its acquisition of the Securities.
^
e.^ Investment Intent. Such Purchaser is acquiring the Securities as principal for its own account for investment
purposes only and not with a view to or for distributing or reselling such Securities or any part thereof, without
prejudice, however, to such Purchaser's right, subject to the provisions of this Agreement, at all times to sell or
otherwise dispose of all or any part of such Securities pursuant to an effective registration statement under the
Securities Act or under an exemption from such registration and in compliance with applicable federal and state
securities laws. ^Such Purchaser does not have any agreement or understanding, directly or indirectly, with any
Person to distribute any of the Securities.

^f. Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is,
and on each date on which it exercises any Warrants or receives any shares of Common Stock it will be, an
"accredited investor" as defined in Rule 501(a) under the Securities Act.
^Purchaser has not been formed solely for the purpose of acquiring the Securities. ^Purchaser is not a registered
broker-dealer under Section 15 of the Exchange Act.

^g. Experience of such Purchaser. ^Purchaser, either alone or together with its representatives, has such
knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the
merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such
investment. Such Purchaser is able to bear the economic risk of an investment in the Securities and, at the present
time, is able to afford a complete loss of such investment.

^h. General Solicitation. ^Purchaser is not purchasing the Securities as a result of any advertisement, article,
notice or other communication regarding the Securities published in any newspaper, magazine or similar media or
broadcast over television or radio or presented at any seminar or any other general solicitation or general
advertisement.

^i. Reliance on Representations and Warranties of the Purchaser. The Purchaser understands and acknowledges
that the Company is relying on the representations and warranties made by the Purchaser in this ^Section 6 in
connection with the transactions contemplated hereby.

^7. Indemnification. Each party (the "Indemnifying Party") will indemnify and hold the other parties and their
directors, officers, shareholders, partners, employees and agents (each, an "Indemnified Party") harmless from
any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all
judgments, amounts paid in settlements, court costs and reasonable attorneys' fees and costs of investigation
("Damages") that any such Indemnified Party may suffer or incur as a result of ^a breach of any of the
representations, warranties, covenants or agreements made by the Indemnifying Party in this Agreement. If any
action shall be brought against any Indemnified Party in respect of which indemnity may be sought pursuant to this
Agreement, such Indemnified Party shall promptly notify the Indemnifying Party in writing, and the Indemnifying
Party shall have the right to assume the defense thereof with counsel of its own choosing. Any Indemnified Party
shall have the right to
employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of
such separate counsel shall be at the expense of such Indemnified Party except to the extent that (i) the
employment thereof has been specifically authorized by the Indemnifying Party in writing,
(ii) the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ
counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a ^conflict of interest on
any material issue between the position of the Indemnifying Party and the position of such Indemnified Party. The
Indemnifying Party will not be liable to any Indemnified Party under this Agreement (i) for any settlement made by
an Indemnified Party effected without the Indemnifying Party's prior written consent, which consent shall not be
unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that ^Damages result from any
Indemnified Party's breach of any of the representations, warranties, covenants or agreements made by the
Purchasers in this Agreement.

^8. Amendments and Waivers. This Agreement may be amended and the observance of any provision hereof
may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the
written consent of each party to be bound thereby. No provision of this Agreement shall be deemed to have been
waived, unless such waiver is contained in a written notice given to the party claiming such waiver, and no such
waiver shall be deemed to be a waiver of any other or further obligation or liability of the party or parties in
whose favor the waiver was given.

^9. Survival of Representations and Warranties. All representations and warranties contained herein or made in
writing by the Purchaser or by the Company in connection with the transactions contemplated by this Agreement
shall survive the Closing Date and shall remain in full force and effect for three years thereafter. All covenants and
agreements contained in this Agreement shall survive the Closing Date indefinitely until, by their respective terms,
they are no longer operative. No claims shall be made after the date on which the applicable representation or
warranty upon which such claim was based ceases to survive pursuant to this Section; provided, however, that
the expiration of any representation or warranty under this Section shall not affect any claim made in good faith
prior to the date of such expiration.

^10. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the respective successors and assigns of the parties hereto.

^11. Notices. All notices, requests, demands and other communications given hereunder (collectively, "Notices")
shall be in writing and delivered personally or by overnight courier to the parties at the following addresses or sent
by telecopier or telex, with confirmation received, to the telecopy specified below:

                                               If to the Company, at:

                                   2727 W. Martin Luther King Blvd., Suite 850
                                              Tampa, FL 33607
With copy to:

                                     DARRIN M. OCASIO, ESQ.
                              SICHENZIA ROSS FRIEDMAN FERENCE LLP
                                   1065 Avenue of the Americas, 21st flr.
                                      New York, New York 10018
                                           tel: 212-930-9700
                                           fax:212-930-9725
                                         dmocasio@srffllp.com

                                             If to the Purchaser, at:

                                            Jaytern Associates Inc.
                                              c/o Justin Gasarch
                                                29 Beach Rd.
                                          Monmouth Beach, N.J. 07750
                                              Tel: 732-923-9770
                                             Fax: 732-923-9772

                                                   With copy to:

                                               Richard Salsburg, Esq.
                                               Mandelbaum, Salsburg
                                               155 Prospect Avenue
                                              West Orange, NJ 07052
                                                Tel: 973-736-4600
                                                Fax: 973-325-7467
                                       rsalsburg@mandelbaumsalsburg.com.

All Notices shall be deemed delivered when actually received if delivered personally or by overnight courier, sent
by telecopier or telex (promptly confirmed in writing), addressed as set forth above. Each of the parties shall
hereafter notify the other in accordance with this Section, of any change of address or telecopy number to which
notice is required to be mailed.

8. Governing Law; Enforcement. This Agreement shall be governed by and construed and enforced in
accordance with the internal laws of the State of Florida applicable to contracts made in that state, without giving
effect to the conflicts of laws principles thereof. ^Any action arising out of this Agreement shall be brought in any
court of the United States located in the State of Florida or in Florida state court, this being in addition to any
other remedy to which they are entitled at law or in equity. In addition, each of the parties hereto (a) consents to
submit itself to the personal jurisdiction of any federal court located in the State of Florida or any Florida state
court in the event any dispute arises out of this Agreement or any of the transactions contemplated by this
Agreement, (b) agrees that it will not attempt to deny such personal jurisdiction by motion or other request for
leave from any such court and (c) agrees that it will not bring any action relating to this Agreement or any of the
transactions contemplated by this Agreement in any court other than a federal or state court sitting in the State of
Florida.

9.^^ Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in
any way the meaning or interpretation of this Agreement.
^10. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall constitute
one and the same instrument.

^11. Entire Agreement. This Agreement and the ^other Transaction Documents constitute the entire agreement of
the parties with respect to the subject matter hereof and supersede all prior negotiations, agreements and
understandings, whether written or oral, of the parties.

^12. No Third-Party Rights. This Agreement is not intended, and shall not be construed, to create any rights in
any parties other than the Company and the Purchaser and no person shall assert any rights as third-party
beneficiary hereunder.

^13. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced
by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby
is not affected in any manner adverse to any party. Upon such determination that any term or other provision is
invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this
Agreement so as to affect the original intent of the parties as closely as possible in an acceptable manner to the
end that transactions contemplated hereby are fulfilled to the extent possible.

[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

                       NANOBAC PHARMACEUTICALS, INCORPORATED

                                    By: /s/ Alexander Edwards III
                                      ----------------------------
                                    Name: Alexander Edwards III
                                    Title: Director




                                     AYTERN ASSOCIATES INC.

                                    By: /s/ Justin Gasarch
                                      ----------------------------
                                    Name: Justin Gasarch
                                    Title: President
                                 REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT, dated as of September 3, 2004, between Jaytern Associates
Inc., a New Jersey Corporation ("Holder"), and Nanobac Pharmaceuticals, Incorporated, a corporation
incorporated under the laws of the State of Florida (the "Company").

WHEREAS, simultaneously with the execution and delivery of this Agreement, the Holder is purchasing from the
Company, pursuant to a Subscription Agreement dated the date hereof (the "Subscription Agreement"), shares of
the Company's Common Stock (the "Common Shares"), and a Class A and B Warrants exercisable to purchase
additional shares of the Company's Common Stock (collectively, this Agreement and the foregoing documents
are referred to as the "Transaction Documents") (terms not defined herein shall have the meanings ascribed to
them in the Subscription Agreement); and

WHEREAS, the Company desires to grant to the Holder the registration rights set forth herein with respect to the
shares of Common Stock issued pursuant to the Subscription Agreement and with respect to the shares of
Common Stock issuable upon exercise of the Class A and B Warrants (the "Warrant Shares") (hereinafter the
Common Shares and the Warrant Shares shall be referred to collectively as the "Securities" of the Company).

NOW, THEREFORE, the parties hereto mutually agree as follows:

Section 1. Registrable Securities. As used herein the term "Registrable Security" means the Securities until (i) the
Registration Statement has been declared effective by the SEC, and all Securities have been disposed of pursuant
to the Registration Statement, (ii) all Securities have been sold under circumstances under which all of the
applicable conditions of Rule 144 (or any similar provision then in force) under the Securities Act ("Rule 144")
are met,
(iii) all Securities have been otherwise transferred to holders who may trade such Securities without restriction
under the Securities Act, and the Company has delivered a new certificate or other evidence of ownership for
such Securities not bearing a restrictive legend or (iv) such time as, in the opinion of counsel to the Company, all
Securities may be sold without any time, volume or manner limitations pursuant to Rule 144(k) (or any similar
provision then in effect) under the Securities Act. The term "Registrable Securities" means any and/or all of the
securities falling within the foregoing definition of a "Registrable Security." In the event of any merger,
reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock,
such adjustment shall be deemed to be made in the definition of "Registrable Security" as is appropriate in order
to prevent any dilution or enlargement of the rights granted pursuant to this Agreement.

Section 2. Restrictions on Transfer. The Holder acknowledges and understands that prior to the registration of
the Securities as provided herein, the Securities are "restricted securities" as defined in Rule 144 promulgated
under the Act. The Holder understands that no disposition or transfer of the Securities may be made by Holder in
the absence of (i) an opinion of counsel to the Holder that such transfer may be made without registration under
the Securities Act or (ii) such registration.

With a view to making available to the Holder the benefits of Rule 144 under the Securities Act or any other
similar rule or regulation of the SEC that may at any time permit the Holder to sell securities of the Company to
the public without registration ("Rule 144"), the Company agrees to:

(a) comply with the provisions of paragraph (c) of Rule 144; and

(b) file with the SEC in a timely manner all reports and other documents required to be filed by the Company
pursuant to Sections 13 or 15(d) under the Exchange Act; and, if at any time it is not required to file such reports
but in the past had been required to or did file such reports, it will, upon the request of any Holder, make
available other information as required by, and so long as necessary to permit sales of, its Registrable Securities
pursuant to Rule 144.

Section 3. Registration Rights With Respect to the Securities.
(a) The Company will (i) prepare and file a registration statement on Form S-1, Form S-2, Form S-3 or Form
SB-2 to register a sufficient number of shares of Common Stock to accommodate a $250,000 purchase of
Common Stock, and to register the shares of Common Stock into which the Warrants are exercisable into (the
"Registration Statement") within forty-five days from the date on which the Company receives from the Holder an
aggregate of $250,000 (the "Initial Filing Date"), and (ii) use its best efforts to have the registration statement
declared effective within 90 days following the Initial Filing Date, and thereafter to cause the registration statement
to remain effective through December 31, 2008, and in the case of Warrants, through the Warrant Expiration
Date. If the registration statement is not effective within 165 days from the Initial Filing Date, then the Company
shall refund to Holder an amount equal to one percent (1%) of $125,000 (the "Purchase Price") g on the 166th
day. For each further thirty day period thereafter until the registration statement is effective, the Company shall
refund to Holder an amount equal to one percent (.5%) of the Purchase Price on the 31st day of each such
period; provided however, the maximum refund to the Holder pursuant to this section shall be $12,500.
Notwithstanding the Company's payment of any refunds to Purchaser, Purchaser shall still be entitled to (a) an
adjustment to the Purchase Price and the purchase of additional shares of Common Stock if the calculation of
Fixed Price pursuant to Section 1 is less than $.12 per share and (b) the shares of Common Stock shall constitute
the fully paid and nonassessable shares of the Common Stock of the Company.

(b) The Company will maintain the Registration Statement or post-effective amendment filed under this Section 3
hereof effective under the Securities Act until the earlier of (ii) the date that all of the Securities have been sold
pursuant to the Registration Statement, (ii) the date the Holders thereof receive an opinion of counsel to the
Company, which counsel shall be reasonably acceptable to the Holder, that the Securities may be sold under the
provisions of Rule 144 without limitation as to volume, (iii) all Securities have been otherwise transferred to
holders who may trade such shares without restriction under the Securities Act, and the Company has delivered a
new certificate or other evidence of ownership for such securities not bearing a restrictive legend, or (iv) all
Securities may be sold without any time, volume or manner limitations pursuant to Rule 144(k) or any similar
provision then in effect under the Securities Act in the opinion of counsel to the Company, which counsel shall be
reasonably acceptable to the Holder (the "Effectiveness Period").

(c) All fees, disbursements and out-of-pocket expenses and costs incurred by the Company in connection with
the preparation and filing of the Registration Statement under subparagraph 3(a) and in complying with applicable
securities and Blue Sky laws (including, without limitation, all attorneys' fees of the Company) shall be borne by
the Company. The Holder shall bear the cost of brokerage discounts, fees and commissions, if any, applicable to
any future sales it may cause of the Registrable Securities. The Holder and its counsel shall be provided with and
shall have a reasonable period, not to exceed three (3) Trading Days, to review the proposed Registration
Statement or any amendment thereto, prior to filing with the SEC, and the Company shall provide each Holder
with copies of any comment letters received from the SEC with respect thereto within two (2) Trading Days of
receipt thereof. The Company shall make reasonably available for inspection by each Holder, any underwriter
participating in any disposition pursuant to the Registration Statement, and any attorney, accountant or other
agent retained by such Holder or any such underwriter all relevant financial and other records, pertinent corporate
documents and properties of the Company and its subsidiaries, and cause the Company's officers, directors and
employees to supply all information reasonably requested by such Holder or any such underwriter, attorney,
accountant or agent in connection with the Registration Statement, in each case, as is customary for similar due
diligence examinations; provided, however, that all records, information and documents that are designated in
writing by the Company, in good faith, as confidential, proprietary or containing any material non-public
information shall be kept confidential by such Holder and any such underwriter, attorney, accountant or agent
(pursuant to an appropriate confidentiality agreement in the case of any such Holder or agent), unless such
disclosure is made pursuant to judicial process in a court proceeding (after first giving the Company an
opportunity promptly to seek a protective order or otherwise limit the scope of the information sought to be
disclosed) or is required by law, or such records, information or documents become available to the public
generally or through a third party not in violation of an accompanying obligation of confidentiality; and provided
further that, if the foregoing inspection and information gathering would otherwise disrupt the Company's conduct
of its business, such inspection and information gathering shall, to the maximum extent possible, be coordinated
on behalf of the Holder and the other parties entitled thereto by one firm of counsel designated by and on behalf
of the Holder and other parties. The Company shall qualify any of the securities for sale in such states as such
Holder reasonably designates and shall furnish indemnification in the manner provided in Section 6 hereof.
However, the Company shall not be
required to qualify in any state which will require an escrow or other restriction relating to the Company and/or its
affiliates or the sellers, or which will require the Company to qualify to do business in such state or require the
Company to file therein any general consent to service of process. The Company at its expense will supply the
Holder with copies of the Registration Statement and the prospectus included therein and other related
documents in such quantities as may be reasonably requested by the Holder.

(d) The Company shall not be required by this Section 3 to include the Holder's Securities in any Registration
Statement which is to be filed if, in the opinion of counsel for both the Holder and the Company (or, should they
not agree, in the opinion of another counsel experienced in securities law matters acceptable to counsel for the
Holder and the Company) the proposed offering or other transfer for which such registration is requested is
exempt from applicable federal and state securities laws and would result in all purchasers or transferees
obtaining securities which are not "restricted securities", as defined in Rule 144 under the Securities Act.

(e) No provision contained herein shall preclude the Company from selling securities pursuant to any Registration
Statement in which it is required to include Securities pursuant to this Section 3. It is the understanding of the
Holder that the Company may undertake a firm commitment underwritten public offering (the "Public Offering").
In the event that the registration statement for the Public Offering is filed on or before the Initial Filing Date (which
date may be extended to no later than thirty (30) days after the Initial Filing Date by the managing underwriter of
the Public Offering), then Holder agrees that in lieu of the Registration Statement required by this Agreement, the
Company shall include Holder's Registrable Securities as a selling securityholder in the Public Offering registration
statement, but not as part of the underwritten offering. The Public Offering registration statement will be kept
effective (at least as to Holder's Registrable Securities) for the period otherwise required herein. Holder shall
agree to such "lockup" as may be required by the underwriters of the Public Offering, provided that under no
circumstances shall Holder be required to agree to any lockup of more than 75% of its Registrable Securities
(allocated proportionately among the Common Shares and Warrant Shares), and as to such locked-up
Registrable Securities, such lock-up shall not exceed ^90 days from the effective date of the Public Offering
registration statement. Notwithstanding the foregoing, Holder shall not be required to enter into any lock-up
agreement: (i) that is more restrictive than any lock-up agreement required of the the Company's insiders and
controlling shareholders or (ii) unless the the Company's insiders and controlling shareholders are also required to
do so. If the Public Offering is abandoned, or the underwriters of the Public Offering require a lock-up from
Holder which is more severe than that set forth above, then the Company shall again be obligated to file the
Registration Statement called for by this Agreement for Holder's benefit, and shall so file within 15 business days
of such event.

(f) If at any time or from time to time after the effective date of the Registration Statement, the Company notifies
the Holder in writing of the existence of a Potential Material Event (as defined in Section 3(h) below), the Holder
shall not offer or sell any Securities or engage in any other transaction involving or relating to Securities, from the
time of the giving of notice by fax with confirmed receipt with respect to a Potential Material Event until such
Holder receives written notice from the Company that such Potential Material Event either has been disclosed to
the public or no longer constitutes a Potential Material Event; provided, however, that the Company may not so
suspend the right to such holders of Securities for more than twenty (20) days in the aggregate (or such greater
period, not to exceed 90 days in the aggregate annually, as may be required to prepare and file audited financial
statements of a company or business acquired) during any twelve month period, during the periods the
Registration Statement is required to be in effect. If a Potential Material Event shall occur prior to the date the
Registration Statement is filed, then the Company's obligation to file the Registration Statement shall be delayed
without penalty for not more than twenty (20) days (or such greater period, not to exceed 90 days in the
aggregate, as may be required to prepare and file audited financial statements of a company or business
acquired). The Company must give Holder notice in writing at least two (2) Trading Days prior to the first day of
the blackout period.

(g) "Potential Material Event" means any of the following:
(a) the possession by the Company of material information not ripe for disclosure in a registration statement as
determined in good faith by the Chief Executive Officer or the Board of Directors of the Company that disclosure
of such information in the Registration Statement would be detrimental to the business and affairs of the
Company; or (b) any material engagement or activity by the Company which would, in the good faith
determination of the Chief Executive Officer or the Board of Directors of the Company, be adversely affected by
disclosure in a registration statement at such time, which determination shall be accompanied by a good faith
determination by the Chief Executive Officer or the Board of Directors of the Company that the Registration
Statement would be materially misleading absent the inclusion of such information.
Section 4. Cooperation with Company. Holder will cooperate with the Company in all respects in connection
with this Agreement, including timely supplying all information reasonably requested by the Company (which shall
include all information regarding the Holder and proposed manner of sale of the Registrable Securities required to
be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in
connection with the registration and sale of the Registrable Securities and entering into and performing its
obligations under any underwriting agreement, if the offering is an underwritten offering, in usual and customary
form, with the managing underwriter or underwriters of such underwritten offering. Nothing in this Agreement
shall obligate the Holder to consent to be named as an underwriter in the Registration Statement. The obligation
of the Company to register the Registrable Securities shall be absolute and unconditional as to those Securities
which the SEC will permit to be registered without naming the Holder as an underwriter.

Section 5. Registration Procedures. If and whenever the Company is required by any of the provisions of this
Agreement to effect the registration of any of the Registrable Securities under the Act, the Company shall (except
as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holder's assistance and
cooperation as reasonably required:

(a) (i) prepare and file with the SEC such amendments and supplements to the Registration Statement and the
prospectus used in connection therewith as may be necessary to keep such registration statement effective and to
comply with the provisions of the Act with respect to the sale or other disposition of all securities covered by
such registration statement whenever the Holder of such Registrable Securities shall desire to sell or otherwise
dispose of the same (including prospectus supplements with respect to the sales of securities from time to time in
connection with a registration statement pursuant to Rule 415 promulgated under the Act) and (ii) take all lawful
action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes
effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, not misleading and (B) the Prospectus forming part of the
Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration
Period include an untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under which they were made, not
misleading.

(b) (i) prior to the filing with the SEC of any Registration Statement (including any amendments thereto) and the
distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the
Holder and reflect in such documents all such comments as the Holder (and its counsel) reasonably may propose
respecting the Selling Shareholders and Plan of Distribution sections (or equivalents) and (ii) furnish to each
Holder such numbers of copies of a prospectus including a preliminary prospectus or any amendment or
supplement to any prospectus, as applicable, in conformity with the requirements of the Act, and such other
documents, as Holder may reasonably request in order to facilitate the public sale or other disposition of the
securities owned by such Holder;

(c) register and qualify the Registrable Securities covered by the Registration Statement under such other
securities or blue sky laws of such jurisdictions as the Holder shall reasonably request (subject to the limitations
set forth in Section 3(d) above), and do any and all other acts and things which may be necessary or advisable to
enable Holder to consummate the public sale or other disposition in such jurisdiction of the securities owned by
Holder, except that the Company shall not for any such purpose be required to qualify to do business as a foreign
corporation in any jurisdiction wherein it is not so qualified or to file therein any general consent to service of
process;

(d) list such Registrable Securities on the Pink Sheets, OTC Bulletin Board, if required, or the American Stock
Exchange, other national securities exchange, the NASDAQ National Market or the NASDAQ Small-Cap
Market, on which the Common Stock of the Company is then listed, if the listing of such Registrable Securities is
then permitted under the rules of such exchange or NASDAQ;
(e) notify each Holder of Registrable Securities covered by the Registration Statement, at any time when a
prospectus relating thereto covered by the Registration Statement is required to be delivered under the Act, of
the happening of any event of which it has knowledge as a result of which the prospectus included in the
Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein not misleading in the light of the
circumstances then existing, and the Company shall prepare and file a curative amendment under Section 5(a) as
quickly as commercially possible;

(f) as promptly as practicable after becoming aware of such event, notify each Holder who holds Registrable
Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by
the SEC of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest
possible time and take all lawful action to effect the withdrawal, recession or removal of such stop order or other
suspension;

(g) cooperate with the Holder to facilitate the timely preparation and delivery of certificates for the Registrable
Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable
Securities to be in such denominations or amounts, as the case may be, as the Holder reasonably may request
and registered in such names as the Holder may request; and, within three Trading Days after a Registration
Statement which includes Registrable Securities is declared effective by the SEC, deliver and cause legal counsel
selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holder
whose Registrable Securities are included in such Registration Statement) an appropriate instruction and, to the
extent necessary, an opinion of such counsel;

(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holder
of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which
are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a Prospectus supplement or post-
effective amendment to the Registration Statement such information as the managing underwriter reasonably
agrees should be included therein and to which the Company does not reasonably object and make all required
filings of such Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the
matters to be included or incorporated in such Prospectus supplement or post-effective amendment; and

(j) maintain a transfer agent and registrar for its Common Stock.

Section 6. This Section not used.

Section 7. Indemnification.

(a) The Company agrees to indemnify and hold harmless each Holder and each person, if any, who controls such
Holder within the meaning of the Securities Act ("Distributing Holder") against any losses, claims, damages or
liabilities, joint or several (which shall, for all purposes of this Agreement, include, but not be limited to, all
reasonable costs of defense and investigation and all reasonable attorneys' fees) (collectively, "Damages"), to
which the Distributing Holder may become subject, under the Securities Act or otherwise, insofar as Damages
(or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of
any material fact contained in the Registration Statement, or any related preliminary prospectus, final prospectus
or amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein not misleading;
provided, however, that the Company will not be liable in any such case to the extent that any such Damages is
caused by an untrue statement or alleged untrue statement or omission or alleged omission made in the
Registration Statement, preliminary prospectus, final prospectus or amendment or supplement thereto in reliance
upon, and in conformity with, written information furnished to the Company by the Distributing Holder,
specifically for use in the preparation of such Registration Statement. This Section 7(a) shall not inure to the
benefit of any Distributing Holder with respect to any person asserting such loss, claim, damage or liability who
purchased the Registrable Securities which are the subject thereof if the Distributing Holder failed to send or give
(in violation of the Securities Act or the rules and regulations promulgated
thereunder) a copy of the prospectus contained in such Registration Statement to such person at or prior to the
written confirmation to such person of the sale of such Registrable Securities, where the Distributing Holder was
obligated to do so under the Securities Act or the rules and regulations promulgated thereunder. This indemnity
agreement will be in addition to any liability which the Company may otherwise have.

(b) Distributing Holder agrees that it will indemnify and hold harmless the Company, and each officer, director of
the Company or person, if any, who controls the Company within the meaning of the Securities Act, against
Damages to which the Company or any such officer, director or controlling person may become subject under
the Securities Act or otherwise, insofar as Damages (or actions in respect thereof) are caused by (i) any untrue
statement or alleged untrue statement of any material fact or (ii) the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein not misleading
contained in the Registration Statement, or any related preliminary prospectus, final prospectus or amendment or
supplement thereto, that has been furnished by Distributing Holder in writing to the Company specifically for use
in the preparation such documents. This indemnity agreement will be in addition to any liability which the
Distributing Holder may otherwise have.

(c) Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is
to be made against the indemnifying party under this Section 7, notify the indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying party will not relieve the indemnifying party
from any liability which it may have to any indemnified party except to the extent of actual prejudice demonstrated
by the indemnifying party. In case any such action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in, and, to
the extent that it may wish, jointly with any other indemnifying party similarly notified, assume the defense thereof,
subject to the provisions herein stated and after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under
this Section 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with
the defense thereof other than reasonable costs of investigation, unless the indemnifying party shall not pursue the
action to its final conclusion. The indemnified party shall have the right to employ separate counsel in any such
action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the
expense of the indemnifying party if the indemnifying party has assumed the defense of the action with counsel
reasonably satisfactory to the indemnified party; provided that if the indemnified party is the Distributing Holder,
the fees and expenses of such counsel shall be at the expense of the indemnifying party if (i) the employment of
such counsel has been specifically authorized in writing by the indemnifying party, or (ii) the named parties to any
such action (including any impleaded parties) include both the Distributing Holder and the indemnifying party and
the Distributing Holder shall have been advised by such counsel that there may be one or more legal defenses
available to the indemnifying party different from or in conflict with any legal defenses which may be available to
the Distributing Holder (in which case the indemnifying party shall not have the right to assume the defense of such
action on behalf of the Distributing Holder, it being understood, however, that the indemnifying party shall, in
connection with any one such action or separate but substantially similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances, be liable only for the reasonable fees and expenses of
one separate firm of attorneys for the Distributing Holder, which firm shall be designated in writing by the
Distributing Holder). No settlement of any action against an indemnified party shall be made without the prior
written consent of the indemnified party, which consent shall not be unreasonably withheld.

Section 8. Contribution. In order to provide for just and equitable contribution under the Securities Act in any
case in which (i) the indemnified party makes a claim for indemnification pursuant to Section 8 hereof but is
judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the
expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced
in such case notwithstanding the fact that the express provisions of Section 7 hereof provide for indemnification in
such case, or (ii) contribution under the Securities Act may be required on the part of any indemnified party, then
the Company and the applicable Distributing Holder shall contribute to the aggregate losses, claims, damages or
liabilities to which they may be subject (which shall, for all purposes of this Agreement, include, but not be limited
to, all reasonable costs of defense and investigation and all reasonable attorneys' fees), in either such
case (after contribution from others) on the basis of relative fault as well as any other relevant equitable
considerations. The relative fault shall be determined by the opinion of a court of competent jurisdiction by
reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission
or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the
applicable Distributing Holder on the other hand, and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The Company and the Distributing Holder
agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata
allocation or by any other method of allocation which does not take account of the equitable considerations
referred to in this
Section 8. The amount paid or payable by an indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to above in this Section 8 shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with investigating or defending any
such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.

Notwithstanding any other provision of this Section 8, in no event shall any (i) Holder be required to undertake
liability to any person under this
Section 8 for any amounts in excess of the dollar amount of the proceeds to be received by such Holder from the
sale of such Holder's Registrable Securities
(after deducting any fees, discounts and commissions applicable thereto)
pursuant to any Registration Statement under which such Registrable Securities are to be registered under the
Securities Act.

Section 9. Notices. All notices, demands, requests, consents, approvals, and other communications required or
permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii)
deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable
air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as
set forth below or to such other address as such party shall have specified most recently by written notice. Any
notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon
hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine,
at the address or number designated below (if delivered on a Trading Day during normal business hours where
such notice is to be received), or the first Trading Day following such delivery (if delivered other than on a
Trading Day during normal business hours where such notice is to be received) or (b) on the second Trading Day
following the date of mailing by reputable courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

                                              If to the Company, at:

                                   2727 W. Martin Luther King Blvd., Suite 850
                                              Tampa, FL 33607

                                                    With copy to:

                                     DARRIN M. OCASIO, ESQ.
                              SICHENZIA ROSS FRIEDMAN FERENCE LLP
                                   1065 Avenue of the Americas, 21st flr.
                                      New York, New York 10018
                                           tel: 212-930-9700
                                           fax:212-930-9725
                                         dmocasio@srffllp.com

                                              If to the Purchaser, at:

                                             Jaytern Associates Inc.
                                               c/o Justin Gasarch
                                                 29 Beach Rd.
                                           Monmouth Beach, N.J. 07750
Tel: 732-923-9770
With copy to:

Richard Salsburg, Esq.

                                               Mandelbaum Salburg
                                               155 Prospect Avenue
                                              West Orange, NJ 07052
                                                Tel: 973-736-4600
                                                Fax: 973-325-7467

Either party hereto may from time to time change its address or facsimile number for notices under this Section 9
by giving prior written notice of such changed address or facsimile number to the other party hereto.

Section 10. Assignment. This Agreement is binding upon and inures to the benefit of the parties hereto and their
respective heirs, successors and permitted assigns. The rights granted the Holder under this Agreement may be
assigned to any purchaser of substantially all of the Registrable Securities (or the rights thereto) from Holder, as
otherwise permitted by the Subscription Agreement. In the event of a transfer of the rights granted under this
Agreement, the Holder agrees that the Company may require that the transferee comply with reasonable
conditions as determined in the discretion of the Company.

Section 11. Additional Covenants of the Company. The Company agrees that at such time as it meets all the
requirements for the use of Securities Act Registration Statement on Form S-3 it shall file all reports and
information required to be filed by it with the SEC in a timely manner and take all such other action so as to
maintain such eligibility for the use of such form.

Section 12. Counterparts/Facsimile. This Agreement may be executed in two or more counterparts, each of
which shall constitute an original, but all of which, when together shall constitute but one and the same instrument,
and shall become effective when one or more counterparts have been signed by each party hereto and delivered
to the other party. In lieu of the original, a facsimile transmission or copy of the original shall be as effective and
enforceable as the original.

Section 13. Remedies. The remedies provided in this Agreement are cumulative and not exclusive of any
remedies provided by law. If any term, provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their best efforts to find and employ an alternative means
to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or
restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the
remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter
declared invalid, illegal, void or unenforceable.

Section 14. Conflicting Agreements. The Company shall not enter into any agreement with respect to its securities
that is inconsistent with the rights granted to the holders of Registrable Securities in this Agreement or otherwise
prevents the Company from complying with all of its obligations hereunder.

Section 15. Headings. The headings in this Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement.

Section 16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of
the State of Florida. Any disputes arising under this Agreement shall be brought in any state or federal court in
Florida having jurisdiction of the subject matter.

Section 17. Severability. If any provision of this Agreement shall for any reason be held invalid or unenforceable,
such invalidity or unenforceablity shall not affect any other provision hereof and this Agreement shall be construed
as if such invalid or unenforceable provision had never been contained herein.

Section 18. Capitalized Terms. All capitalized terms not otherwise defined herein shall have the meaning assigned
to them in the Subscription Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be duly
executed, on the day and year first above written.

                      NANOBAC PHARMACEUTICALS, INCORPORATED

                                  By: /s/ Alexander Edwards III
                                    -----------------------------
                                  Its: Director
                                     ----------------------------




                                       Jaytern Associates Inc.

                                           By: Justin Gasarch

Its: President
                                            FORM OF WARRANT

THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES TO BE ISSUED
UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933 (THE "SECURITIES ACT") OR APPLICABLE STATE SECURITIES LAWS (THE "STATE
ACTS") AND SHALL NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER HAS
BEEN REGISTERED UNDER THE SECURITIES ACT AND STATE ACTS, OR AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS IS AVAILABLE, THE AVAILABILITY OF WHICH
MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

                                CLASS A STOCK PURCHASE WARRANT

1.

2. Warrant No. Number of Shares:

                         NANOBAC PHARMACEUTICALS, INCORPORATED
                          COMMON STOCK, NO PAR VALUE PER SHARE
                             VOID AFTER 5:00 P.M. EASTERN TIME
                                ON DECEMBER 31, 2004, 2008

This Warrant is issued to Jaytern Associates, Inc.("Holder") by Nanobac Pharmaceuticals, Incorporated, a
Delaware corporation (hereinafter with its successors called the "Company"), pursuant to that Subscription
Agreement ("Subscription Agreement") and Registration Rights Agreement ("Registration Rights Agreement")
both dated September 3, 2004 and executed by the Company and Holder. Unless otherwise defined herein ,
capitalized terms shall have the meanings ascribed to them in the Subscription Agreement.

For value received and subject to the terms and conditions hereinafter set out, Holder is entitled to purchase from
the Company at an initial purchase price of 110% of the lesser of (i) $0.12 per share; or (ii) 52% of the average
closing bid price for the common shares on the five days immediately prior to the filing of a registration statement
with the SEC, __________________________ [to be completed on the next business day after such
calculation] fully paid and nonassessable shares of common stock, no par value per share ("Common Shares") of
the Company. Such purchase price per Common Share, adjusted from time to time as provided herein, is
referred to as the "Purchase Price."

1. 1.The Holder may exercise this Warrant, in whole or in part, upon surrender of this Warrant, with the exercise
form annexed hereto duly executed, at the office of the Company, or such other office as the Company shall
notify the Holder in writing, together with a certified or bank cashier's check payable to the order of the
Company in the amount of the Purchase Price times the number of Common Shares being purchased.
2. The person or persons in whose name or names any certificate representing Common Shares is issued
hereunder shall be deemed to have become the holder of record of the Common Shares represented thereby as
of the close of business on the date on which this Warrant is exercised with respect to such shares, whether or
not the transfer books of the Company shall be closed. Until such time as this Warrant is exercised or terminates,
the Purchase Price payable and the number and character of securities issuable upon exercise of this Warrant are
subject to adjustment as hereinafter provided.

3. Unless previously exercised, this Warrant shall expire at 5:00 p.m. Eastern Time, On December 31, 2008 and
shall be void thereafter or can be extended at the Company's discretion ("Expiration Date").

4. The Company covenants that it will at all times reserve and keep available a number of its authorized Common
Shares, free from all preemptive rights, which will be sufficient to permit the exercise of this Warrant. The
Company further covenants that such shares as may be issued pursuant to the exercise of this Warrant will, upon
issuance, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens, and charges.

5. If the Company subdivides its outstanding Common Shares, by split-up or otherwise, or combines its
outstanding Common Shares, the Purchase Price then applicable to shares covered by this Warrant shall
forthwith be proportionately decreased in the case of a subdivision, or proportionately increased in the case of a
combination.

6. If (a) the Company reorganizes its capital, reclassifies its capital stock, consolidates or merges with or into
another corporation (but only if the Company is not the surviving corporation and no longer has more than a
single shareholder) or sells, transfers or otherwise disposes of all or substantially all its property, assets, or
business to another corporation, and (b) pursuant to the terms of such reorganization, reclassification, merger,
consolidation, or disposition of assets, shares of common stock of the successor or acquiring corporation, or any
cash, shares of stock, or other securities or property of any nature whatsoever (including warrants or other
subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring
corporation ("Other Property"), are to be received by or distributed to the holders of Common Shares, then (c)
Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same number of shares of
common stock of the successor or acquiring corporation and Other Property receivable upon such
reorganization, reclassification, merger, consolidation, or disposition of assets as a holder of the number of
Common Shares for which this Warrant is exercisable immediately prior to such event. At the time of such
reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring
corporation shall expressly assume the due and punctual observance and performance of each and every
covenant and condition of this Warrant to be performed and observed by the Company and all the obligations
and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined by
resolution of the Board of Directors of the Company) in order to adjust the number of shares of the common
stock of the successor or acquiring corporation for which this Warrant is exercisable. For purposes of this
section, "common stock of the successor or acquiring corporation" shall include stock of such corporation of any
class which is not preferred as to dividends or assets over any other class of stock of such corporation and which
is not subject to redemption and shall also include any evidences of indebtedness, shares of stock, or other
securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of
a specified date or the happening of a specified event and any warrants or other rights to subscribe for or
purchase any such stock. The foregoing provisions of this section shall similarly apply to successive
reorganizations, reclassifications, mergers, consolidations, or disposition of assets.
7. If a voluntary or involuntary dissolution, liquidation or winding up of the Company (other than in connection
with a merger or consolidation of the Company) is at any time proposed during the term of this Warrant, the
Company shall give written notice to the Holder at least thirty days prior to the record date of the proposed
transaction. The notice shall contain: (1) the date on which the transaction is to take place; (2) the record date
(which must be at least thirty days after the giving of the notice) as of which holders of the Common Shares
entitled to receive distributions as a result of the transaction shall be determined; (3) a brief description of the
transaction; (4) a brief description of the distributions, if any, to be made to holders of the Common Shares as a
result of the transaction; and (5) an estimate of the fair market value of the distributions. On the date of the
transaction, if it actually occurs, this Warrant and all rights existing under this Warrant shall terminate.

8. In no event shall any fractional Common Share of the Company be issued upon any exercise of this Warrant.
If, upon exercise of this Warrant as an entirety, the Holder would, except as provided in this Section 8, be
entitled to receive a fractional Common Share, then the Company shall issue the next higher number of full
Common Shares, issuing a full share with respect to such fractional share. If this Warrant is exercised at one time
for less than the maximum number of Common Shares purchasable upon the exercise hereof, the Company shall
issue to the Holder a new warrant of like tenor and date representing the number of Common Shares equal to the
difference between the number of shares purchasable upon full exercise of this Warrant and the number of shares
that were purchased upon the exercise of this Warrant.

9. No adjustments in the Purchase Price shall be required pursuant to
Section 7 or 8 unless an adjustment made thereunder would require an increase or decrease of at least five cents
in such price; provided however, that any adjustments which by reason of this Section 9 are not required to be
made shall be carried forward and taken into account in any subsequent adjustment.

10. Whenever the Purchase Price is adjusted, as herein provided, the Company shall promptly deliver to the
Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the
facts requiring such adjustment.

11. If at any time prior to the expiration or exercise of this Warrant, the Company shall pay any dividend or make
any distribution upon its Common Shares or shall make any subdivision or combination of, or other change in its
Common Shares, the Company shall cause notice thereof to be mailed, first class, postage prepaid, to Holder at
least thirty full business days prior to the record date set for determining the holders of Common Shares who shall
participate in such dividend, distribution, subdivision, combination or other change. Such notice shall also specify
the record date as of which holders of Common Shares who shall participate in such dividend or distribution are
to be determined. Failure to give such notice, or any defect therein, shall not affect the legality or validity of any
dividend or distribution.

12. The Company will maintain a register containing the names and addresses of the Holder and any assignees of
this Warrant. Holder may change its address as shown on the warrant register by written notice to the Company
requesting such change. Any notice or written communication required or permitted to be given to the Holder
may be delivered by confirmed facsimile or telecopy or by a recognized overnight courier, addressed to Holder
at the address shown on the warrant register.

13. This Warrant has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or
any state securities laws ("State Acts") or regulations in reliance upon exemptions under the Securities Act, and
exemptions under the State Acts. Subject to compliance with the Securities Act and State Acts, this Warrant and
all rights hereunder are transferable in whole or in part, at the office of the Company at which this Warrant is
exercisable, upon surrender of this Warrant together with the assignment hereof properly endorsed.

14. In case this Warrant shall be mutilated, lost, stolen, or destroyed, the Company may issue a new warrant of
like tenor and denomination and deliver the same (a) in exchange and substitution for and upon surrender and
cancellation of any mutilated Warrant, or (b) in lieu of any Warrant lost, stolen, or destroyed, upon receipt of
evidence satisfactory to the Company of the loss, theft or destruction of such Warrant (including a reasonably
detailed affidavit with respect to the circumstances of any loss, theft, or destruction) and of indemnity with
sufficient surety satisfactory to the Company.
15. Unless a current registration statement under the Securities Act, shall be in effect with respect to the securities
to be issued upon exercise of this Warrant, the Holder, by accepting this Warrant, covenants and agrees that, at
the time of exercise hereof, and at the time of any proposed transfer of securities acquired upon exercise hereof,
the Company may require Holder to make such representations, and may place such legends on certificates
representing the Common Shares issuable upon exercise of this Warrant, as may be reasonably required in the
opinion of counsel to the Company to permit such Common Shares to be issued without such registration.

16. The Company has granted the Holder piggy back registration rights, for the Common Stock underlying the
Warrant.

17. For so long as a registration statement covering the shares underlying this Warrant is effective, the closing bid
price for the Company's Common Stock exceeds 50% of the exercise price of this Warrant for 30 days and the
average daily trading volume for such 30 days exceeds the number of Warrants, then the Company shall have the
right to compel the Holder to exercise the Warrants, upon written notice. In the event the Holder does not
exercise such Warrants upon notice then the Warrant shall expire on the 30th trading day after such notice is
given.

18. This Warrant does not entitle Holder to any of the rights of a stockholder of the Company.

19. Nothing expressed in this Agreement and nothing that may be implied from any of the provisions hereof is
intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties to this
Agreement any covenant, condition, stipulation, promise, or agreement contained herein, and all covenants,
conditions, stipulations, promises and agreements contained herein shall be for the sole and exclusive benefit of
the parties hereto and their respective successors and assigns.

20. The provisions and terms of this Warrant shall be construed in accordance with the laws of the State of
Florida.

IN WITNESS WHEREOF, this Warrant has been duly executed by the Company on this 3d day of
September , 2004.

                          NANOBAC PHARMACEUTICALS, INCORPORATED

                                  By:__________________________________
                                             Print name and title
               FORM OF EXERCISE CLASS A WARRANT FOR STOCK PURCHASE

Date: ____________________

To: NANOBAC PHARMACEUTICALS, INCORPORATED

The undersigned hereby subscribes for _______ shares of common stock of Nanobac Pharmaceuticals,
Incorporated covered by this Warrant and hereby delivers $___________ in full payment of the purchase price
thereof. The certificate(s) for such shares should be issued in the name of the undersigned or as otherwise
indicated below:


                                                Signature:


                                              Printed Name


Name for Registration, if different


                                              Street Address


                                         City, State and Zip Code


                                         Social Security Number
                                                   ASSIGNMENT

For Value Received, the undersigned hereby sells, assigns and transfers unto the assignee(s) set forth below the
within Warrant certificate, together with all right, title and interest therein, and hereby irrevocably constitutes and
appoints ___________________________________ attorney, to transfer the said Warrant on the books of
the within-named Company with respect to the number of Common Shares set forth below, with full power of
substitution in the premises.

                                     Social Security or
             Name(s) of              other Identifying                                           No. of
             Assignee(s)             Number(s) of Assignee(s)                  Address           Shares
             -----------             ------------------------                  -------           --------




Dated: ______________________________


                                                      Signature

                                 NOTICE: THE SIGNATURE TO THIS
                            ASSIGNMENT MUST CORRESPOND WITH THE
                              NAME AS WRITTEN UPON THE FACE OF
                              THE WARRANT IN EVERY PARTICULAR,
                            WITHOUT ALTERATION OR ENLARGEMENT,
                                  OR ANY CHANGE WHATSOEVER.


Print Name and Title
Exhibit 10.24

                                   DEBT CANCELLATION AGREEMENT

THIS AGREEMENT is made and entered into this 18th day of October, 2004 by and between Nanobac
Pharmaceuticals, Incorproated (the "Company"), and Benedict Maniscalco, MD, an individual (the "Creditor");

WHEREAS, the Creditor is currently owed $114,231 by the Company; and

WHEREAS, the Creditor and the Company desire to exchange stock in the Company in cancellation of the debt
owed by the Company, upon the terms and subject to the conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and
in order to consummate the exchange of stock in cancellation of the debt aforementioned, it is hereby agreed as
follows:

1. Stock: Subject to the terms and conditions hereinafter set forth, at the closing of the transaction contemplated
hereby, the Comapny shall issue and convey, transfer, and deliver to the Creditor certificates representing
951,925 shares of the Common Stock of the Company (the "Shares").

2. Cancellation of Debt. Upon receipt of the stock described above, the Creditor hereby cancells the debt in the
amount of $114,231 plus any interest thereon now owed by the Company to the Creditor.

3. Representation and Warranties of Company. Company represents and warrants to Creditor that:

A. Organization and Standing. The Company is a corporation duly organized, validly existing and in good
standing under the laws of the state of Florida and has the corporate power and authority to carry on its business
as it is now being conducted.

B. The Shares when issued will be validly issued, fully paid and nonassessable.

C. the issuance and delivery of the Shares to Creditor under this Agreement does not violate:

(i) The Company's charter documents;

(ii) Any agreement to which the Company is a party, including any indenture; or

(iii) Any applicable federal or state statute, rule or regulation; and

(iv) No filing by the Company under the Securities Exchange Act of 1934 (as amended) at the time of such filing
contained a misstatement of material fact or omitted to state a material fact necessary to make the statements
therein not misleading.
4. REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER. Seller and Purchaser
hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation
which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee,
or other like payment in connection with the transactions contemplated hereby.

5 RESTRICTED SHARES. The Parties to this Agreement acknowledge and agree that the shares of the
Company's Common Stock to be issued pursuant to this Agreement will not be registered under the Securities
Act and therefore shall constitute "restricted securities" within the meaning of the Securities Act.

Notwithstanding the above, the Company intends to file a registration statement on Form S-1, Form S-3 or Form
SB-2 to register the Shares at the Company's sole expense within 150 days from the date of tis Agreement. The
Company will promptly notify the Creditor of the effectiveness of the registration. The effectiveness of the
registration statement is subject to approval by the Securities and Exchange Commission. The Company cannot
guarentee that the Registration will be approved by the Securities and Exchange Commission or that the
registratin statement will ultimately be effective.

The Company's obligation to register the Shares owned by the Creditor is subject to the Creditor providing to
The Company all information, and take all action, The Company reasonably requests with reasonable advance
notice, to enable it to comply with any applicable law, rule, regulation or SEC pronouncement or to prepare the
registration statement that will cover the Shares that will be included in the registration statement.

6. GENERAL PROVISIONS

(a) Entire Agreement. This Agreement constitutes the entire Agreement and supersedes all prior agreements and
understandings, oral and written, between the parties hereto with respect to the subject matter hereof.

(b) Sections and Other Headings. The section and other headings contained in this Agreement are for reference
purposes only and shall not affect the meaning orinterpretation of this Agreement.

(c) Governing Law. This agreement, and all transactions contemplated hereby, shall be governed by, construed
and enforced in accordance with the laws of Florida.

IN WITNESS WHEREOF, this Agreement has been executed by each of the individual parties hereto on the
date first above written.

           Nanobac Pharmaceuticals, IncORPORATED:                       Benedict maniscalco, MD:

           By:        /s/ H.Brady millican                              /s/ Benedict Maniscalco
                      -------------------------------                   --------------------------
           Print:     Brady Millican
           Date:      October 18, 2004                                  Date: October 18, 2004
Exhibit 10.25

                                   DEBT CANCELLATION AGREEMENT

THIS AGREEMENT is made and entered into this 18th day of October, 2004 by and between Nanobac
Pharmaceuticals, Incorproated (the "Company"), and Macfarlane Ferguson & McMullen (the "Creditor");

WHEREAS, the Creditor is currently owed $114,231 by the Company; and

WHEREAS, the Creditor and the Company desire to exchange stock in the Company in cancellation of the debt
owed by the Company, upon the terms and subject to the conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and
in order to consummate the exchange of stock in cancellation of the debt aforementioned, it is hereby agreed as
follows:

1. Stock: Subject to the terms and conditions hereinafter set forth, at the closing of the transaction contemplated
hereby, the Comapny shall issue and convey, transfer, and deliver to the Creditor certificates representing
222,460 shares of the Common Stock of the Company (the "Shares").

2. Cancellation of Debt. Upon receipt of the stock described above, the Creditor hereby cancells the debt in the
amount of $44,492.51 plus any interest thereon now owed by the Company to the Creditor.

3. Representation and Warranties of Company. Company represents and warrants to Creditor that:

A. Organization and Standing. The Company is a corporation duly organized, validly existing and in good
standing under the laws of the state of Florida and has the corporate power and authority to carry on its business
as it is now being conducted.

B. The Shares when issued will be validly issued, fully paid and nonassessable.

C. the issuance and delivery of the Shares to Creditor under this Agreement does not violate:

(i) The Company's charter documents;

(ii) Any agreement to which the Company is a party, including any indenture; or

(iii) Any applicable federal or state statute, rule or regulation; and

(iv) No filing by the Company under the Securities Exchange Act of 1934 (as amended) at the time of such filing
contained a misstatement of material fact or omitted to state a material fact necessary to make the statements
therein not misleading.
4. REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER. Seller and Purchaser
hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation
which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee,
or other like payment in connection with the transactions contemplated hereby.

5 RESTRICTED SHARES. The Parties to this Agreement acknowledge and agree that the shares of the
Company's Common Stock to be issued pursuant to this Agreement will not be registered under the Securities
Act and therefore shall constitute "restricted securities" within the meaning of the Securities Act.

Notwithstanding the above, the Company intends to file a registration statement on Form S-1, Form S-3 or Form
SB-2 to register the Shares at the Company's sole expense within 150 days from the date of tis Agreement. The
Company will promptly notify the Creditor of the effectiveness of the registration. The effectiveness of the
registration statement is subject to approval by the Securities and Exchange Commission. The Company cannot
guarentee that the Registration will be approved by the Securities and Exchange Commission or that the
registratin statement will ultimately be effective.

The Company's obligation to register the Shares owned by the Creditor is subject to the Creditor providing to
The Company all information, and take all action, The Company reasonably requests with reasonable advance
notice, to enable it to comply with any applicable law, rule, regulation or SEC pronouncement or to prepare the
registration statement that will cover the Shares that will be included in the registration statement.

6. GENERAL PROVISIONS

(a) Entire Agreement. This Agreement constitutes the entire Agreement and supersedes all prior agreements and
understandings, oral and written, between the parties hereto with respect to the subject matter hereof.

(b) Sections and Other Headings. The section and other headings contained in this Agreement are for reference
purposes only and shall not affect the meaning orinterpretation of this Agreement.

(c) Governing Law. This agreement, and all transactions contemplated hereby, shall be governed by, construed
and enforced in accordance with the laws of Florida.

IN WITNESS WHEREOF, this Agreement has been executed by each of the individual parties hereto on the
date first above written.

          Nanobac Pharmaceuticals, IncORPORATED:                    MACFARLANE FERGUSON & MCMULLEN:

          By:       /s/ H.Brady millican                            /s/ Carter B McCain
                    -------------------------------                 -------------------------------
          Print:    Brady Millican                                  Date: December 15, 2004
          Date:     December 6, 2004
Exhibit 21.1

                         NANOBAC PHARMACEUTICALS, INCORPORATED

                                           LIST OF SUBSIDIARIES

The subsidiaries of the Registrant are as follows:

               Nanobac Pharmaceuticals, Incorporated              Organized   in   U.S.
               Nanobac Sciences, LLC                              Organized   in   U.S.
               NanobacLabs Research Institute, LLC                Organized   in   U.S.
               Nanobac OY                                         Organized   in   Finland
EXHIBIT 23.1

              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

As independent certified public accountants of Nanobac Pharmaceuticals, Incorporated, we hereby consent to
the use of our report dated April 12, 2004 in the Company's Form 10KSB filed with the Securities and
Exchange Commission.

                                                            /s/ AIDMAN, PISER & COMPANY, P.A.



           Tampa, Florida
           April 15, 2005
EXHIBIT 31.1 - CERTIFICATION PURSUANT TO SARBANES-OXLEY SECTION 302

I, John D. Stanton, certify that:

1. I have reviewed this annual report on Form 10-KSB of Nanobac Pharmaceuticals, Incorporated;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report,
fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant
as of, and for, the periods presented in this annual report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:

(a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be
designed under my supervision, to ensure that material information relating to the Registrant including its
consolidated subsidiaries, is made known to us by others within these entities, particularly during the period in
which this report is being prepared;

(b) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred
during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over
financial reporting; and

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the
equivalent functions);

(a) All significant deficiencies in the design or operation of internal controls over financial reporting which are
reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial
data information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the Registrant's internal controls over financial reporting.

                                                                                /s/ John D Stanton
          Date: April 13, 2005                                                  ------------------------
                                                                                John D Stanton
                                                                                Chief Executive Officer
EXHIBIT 31.2 - CERTIFICATION PURSUANT TO SARBANES-OXLEY SECTION 302

I, John D. Stanton, certify that:

1. I have reviewed this annual report on Form 10-KSB of Nanobac Pharmaceuticals, Incorporated;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report,
fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant
as of, and for, the periods presented in this annual report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:

(d) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be
designed under my supervision, to ensure that material information relating to the Registrant including its
consolidated subsidiaries, is made known to us by others within these entities, particularly during the period in
which this report is being prepared;

(d) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and

(f) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred
during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over
financial reporting; and

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the
equivalent functions);

(c) All significant deficiencies in the design or operation of internal controls over financial reporting which are
reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial
data information; and

(d) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the Registrant's internal controls over financial reporting.

                                                                              /s/ John D. Stanton
                                                                              --------------------------
          Date:     April 13, 2005                                            John D. Stanton
                                                                              Chief Financial Officer
EXHIBIT 32.1

                                     CERTIFICATION
                     PURSUANT TO 18 UNITED STATES CODE SECTION 1350

The undersigned hereby certifies that the Annual Report on Form 10-KSB for the year ended December 31,
2004 of Nanobac Pharmaceuticals, Incorporated (the "Company") filed with the Securities and Exchange
Commission on the date hereof fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended, and that the information contained in such report fairly presents, in all
material respects, the financial condition and results of operations of the Company.

                               /s/ John D Stanton
                               -------------------------------------------
                               John D Stanton
                               Chief Executive Officer
                               April 13, 2005




A signed original of this written statement required by Section 906 has been provided to Nanobac
Pharmaceuticals, Incorporated and will be retained by it and furnished to the Securities and Exchange
Commission or its staff upon request.
EXHIBIT 32.2

                                     CERTIFICATION
                     PURSUANT TO 18 UNITED STATES CODE SECTION 1350

The undersigned hereby certifies that the Annual Report on Form 10-KSB for the year ended December 31,
2004 of Nanobac Pharmaceuticals, Incorporated (the "Company") filed with the Securities and Exchange
Commission on the date hereof fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended, and that the information contained in such report fairly presents, in all
material respects, the financial condition and results of operations of the Company.

                               /s/ John D Stanton
                               -------------------------------------------
                               John D Stanton
                               Chief Financial Officer
                               April 13, 2005




A signed original of this written statement required by Section 906 has been provided to Nanobac
Pharmaceuticals, Incorporated and will be retained by it and furnished to the Securities and Exchange
Commission or its staff upon request.

								
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