NANOSENSORS INC (Form: 8-K, Received: 08/10/2006 06:09:25)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): August 3, 2006

NanoSensors, Inc.

(Exact name of registrant as specified in its charter)

COMMISSION FILE NUMBER : 000-51007

NEVADA	20-0452700
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1800 Wyatt Drive, Suite No. 2

Santa Clara, CA 95054

(Address and zip code of principal executive offices)

(408) 855-0051

(Registrant's telephone number, including area code

CHECK THE APPROPRIATE BOX BELOW IF THE FORM 8-K FILING IS INTENDED TO SIMULTANEOUSLY SATISFY THE FILING OBLIGATION OF THE REGISTRANT UNDER ANY OF THE FOLLOWING PROVISIONS:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01	Entry into a Material Definitive Agreement.

	NanoSensors, Inc. (the “Registrant”) has entered into employment agreements with each of Ted L. Wong, its Chief Executive Officer and President and Joshua Moser, its new Vice President and Chief Operating Officer. Employment Agreement with Ted L. Wong The Registrant and Ted L. Wong, our Chief Executive Officer, President and Chairman have entered into an employment agreement dated as of August 3, 2006 pursuant to which: · Mr. Wong will continue to serve as our Chief Executive Officer, President and Chairman for an employment period of 36 months from the effective date of the employment agreement. · Mr. Wong will receive an annual base salary of $144,000 under the employment agreement and was granted a signing bonus of $40,000, of which $20,000 was previously paid. In addition, Mr. Wong will be entitled to a performance bonus of up to a maximum of $50,000 in the event he achieves certain milestones defined in the employment agreement. · In connection with his entering into the employment agreement, Mr. Wong was awarded two grants of options, both of which are subject to the approval of the Registrant’s stockholders of an equity compensation plan to be presented to them at the Registrant’s next stockholders meeting. The initial grant consisted of options to purchase 5,000,000 shares of common stock, all of which shall vest on the six month anniversary of the effective date of the employment agreement. The second grant consists of options to purchase 13,000,000 shares of common stock, which shall vest in equally monthly installments commencing on the six month anniversary date of the employment agreement. Both options shall be exercisable for a period of ten years at a per share exercise price equal to the closing price of the Registrant’s common stock on the effective date of the employment agreement. Further, all of the options granted to Mr. Wong will become immediately vested and exercisable in accordance with, and subject to, the terms and conditions of such plan, in the event of a change of control of the Registrant or if Mr. Wong is terminated without cause. · If Mr. Wong’s employment is terminated by us without “cause” (as defined in the employment agreement), he would be entitled to a severance payment of his base salary, at the rate then in effect, for a period of six months. If Mr. Wong’s employment is terminated by us for “cause”, he (a) would not be entitled to any further compensation or benefits and (b) would not be entitled to any additional rights or vesting with respect to the stock options following the date of termination. · Mr. Wong is subject to customary confidentiality obligations, non-solicitation and non-competition that survive the termination of the employment agreement. Employment Agreement with Joshua Moser The Registrant and Joshua Moser, our new Vice President and Chief Operating Officer, have entered into an employment agreement dated as of August 3, 2006 pursuant to which: · Mr. Moser will serve as our Vice President and Chief Operating Officer for an employment period of 36 months from the effective date of the employment agreement. · Mr. Moser will receive an annual base salary of $120,000 under the employment agreement . · In connection with his entering into the employment agreement, Mr. Moser was awarded two grants of options, both of which are subject to the approval of the Registrant’s stockholders of an equity compensation plan to be presented to them at the Registrant’s next stockholders meeting. The initial grant consisted of options to purchase 4,000,000 shares of common stock, all of which shall vest on the six month anniversary of the effective date of the employment agreement. The second grant consists of options to purchase 10,200,000 shares of common stock, which shall vest in equally monthly installments commencing on the six month anniversary date of the employment agreement. Both options shall be exercisable for a period of ten years at a per share exercise price equal to the closing price of the Registrant’s common stock on the effective date of the employment agreement. Further, all of the options granted to Mr. Moser will become immediately vested and exercisable in accordance with, and subject to, the terms and conditions of such plan, in the event of a change of control of the Registrant or if Mr. Moser is terminated without cause.

	· If Mr. Moser’s employment is terminated by us without “cause” (as defined in the employment agreement), he would be entitled to a severance payment of his base salary, at the rate then in effect, for a period of six months. If Mr. Moser’s employment is terminated by us for “cause”, he (a) would not be entitled to any further compensation or benefits, and (b) would not be entitled to any additional rights or vesting with respect to the stock options following the date of termination. · Mr. Moser is subject to customary confidentiality obligations, non-solicitation and non-competition that survive the termination of the employment agreement. The above summaries are qualified in their entirety by reference to the actual employment agreements entered into between the Registrant and Messrs. Wong and Moser, respectively, copies of which agreements are attached hereto as Exhibits 10.1 and 10.2, respectively, to this Current Report and which are incorporated by reference in this Item 1.01 in its entirety.
Item 3.02	Unregistered Sales of Equity Securities.

	The information required to be disclosed in this Item 3.02 concerning the grant of stock options to Messrs. Wong and Moser is incorporated herein by reference from Item 1.01 of this Current Report.

Item 5.02	Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

	On August 3, 2006, the Registrant appointed Mr. Joshua Moser as its Vice President and Chief Operating Officer. Mr. Moser is currently the Corporate Secretary of the Registrant. The information required to be disclosed in this Item 5.02 concerning the employment agreement between the Registrant and Mr. Moser is incorporated herein by reference from Item 1.01 of this Current Report. Mr. Moser has been providing consulting services to the Registrant since November 2005. Pursuant to that consulting arrangement, the Registrant has paid Mr. Moser consulting fees at the rate of $6,500 per month from November 2005 through May 2006 and thereafter at the rate of $10,000 per month. Prior to working with NanoSensors, Inc., from September 1999 to October 2000, Mr. Moser was the Director of Business Development at GCN, Inc., an online market research company. From October 2000 to September 2002, Mr. Moser was a research analyst at Tufan, Inc., where he analyzed and managed investments in privately-held software, semiconductor and technology service companies. From September 2002 through February 2005, Mr. Moser was employed as a Vice President with Sherwood Partners, Inc., a business and financial advisory consulting firm that assists commercial lending institutions and venture capital firms in managing and structuring corporate turnarounds. Thereafter and before joining the Registrant Mr. Moser has been providing management consulting services, including serving as Interim Chief Financial Officer at Chuckwalla, Inc., a privately-held software company. Mr. Moser is 35 years of age and graduated from Denison University in 1994 with a B.A. in History.

Item 5.03	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year .

	On August 3, 2006, the Board approved an amendment to Article I, Section 1.9 of the Registrant’s Bylaws in order to eliminate a provision permitting stockholders to vote for the election of directors on a cumulative basis. As modified, this Section now provides that the Registrant’s directors shall be elected by a plurality and no cumulative voting shall be permitted. A copy of the amended Bylaws is filed as Exhibit 3.01 to this Current Report and is incorporated herein by reference.

Item 8.01	Other Events.

	On August 8, 2006, the Registrant announced that it had entered into employment agreements with Dr. Wong and Mr. Moser and that it appointed Mr. Moser as its Vice President and Chief Operating Officer. A copy of the press release is attached to this Report on Form 8-K as Exhibit 99.1.

Item 9.01	Financial Statements and Exhibits.

(c)	Exhibits.

	The following exhibits are filed or furnished herewith:

Exhibit No.		Description of Document

3.1		Amended Bylaws.

10.1		Employment Agreement between the Registrant and Ted L. Wong

10.2		Employment Agreement between the Registrant and Joshua Moser

99.1		Press Release dated August 8, 2006

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


	NANOSENSORS, INC.

	By:	/s/ Ted L. Wong
		Name: Ted L. Wong
		Title: Chief Executive Officer and President
		Date: August 9, 2006

Exhibit Index

Exhibit No.		Description of Document

3.1		Amended Bylaws

10.1		Employment Agreement between the Registrant and Ted L. Wong

10.2		Employment Agreement between the Registrant and Joshua Moser

99.1		Press Release dated August 8, 2006

BYLAWS

NANOSENSORS, INC.

(amended as of August 3, 2006)

ARTICLE I -SHAREHOLDERS

1.01 ANNUAL MEETING. Unless the Directors or the President of the corporation select a different time or date, the annual meeting of shareholders shall be held each year at the location set by the Directors or if no location is set, at the corporation's office. The annual meeting shall be for the purpose of electing a Board of Directors and transacting such other business as may properly be brought before the meeting.

1.02 SPECIAL MEETING. Special meetings of shareholders may be called at any time by the Board of Directors, any two directors or the President.

1.03 LOCATION OF MEETING. Meetings of shareholders shall be held at the principal executive office of the corporation or at any other place which may be designated by the Board of Directors.

1.04 NOTICE.

(a) Annual and Special Meetings . A written notice of each meeting of shareholders shall be given not more than sixty (60) days and, except as provided below, not less than ten (10) days before the date of the meeting to each shareholder entitled to vote at the meeting. The notice shall state the place, date and hour of the meeting and, if directors are to be elected at the meeting, the names of the nominees intended to be presented by management for election. The notice shall also state (i) in the case of an annual meeting, those matters which the Board of Directors intends to present for action by the shareholders, and (ii) in the case of a special meeting, the general nature of the business to be transacted and that no other business may be transacted. Notice shall be delivered personally, by mail or other means addressed to the shareholder at the address of such shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice or as otherwise provided by law. Upon written request to the Chairman of the Board, the President, the Secretary or any Vice President of the corporation by any person (but not the Board of Directors) entitled to call a special meeting of shareholders, the person receiving such request shall cause a notice to be given to the shareholders entitled to vote that a meeting will be held at a time requested by the person calling the meeting not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request.

(b) Adjourned Meetings. Notice of an adjourned meeting need not be given if (i) the meeting is adjourned for forty-five (45) days or less; (ii) the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken; and (iii) no new record date is fixed for the adjourned meeting. Otherwise, notice of the adjourned meeting shall be given as in the case of an original meeting.

1.05 RECORD DATE. The Board of Directors may fix in advance a record date for the determination of the shareholders entitled to notice of any meeting to vote, to receive payment of any dividend or other distribution or allotment or rights or to exercise any rights. Such record date shall not be more than sixty (60) nor less than ten (10) days prior to the date of the meeting or more than sixty (60) days prior to such other action. Except as provided by law, when a record date is so fixed, only shareholders on the record date are entitled to notice and to vote, to receive the dividend, distribution or allotment of rights or to exercise rights, as the case may be, notwithstanding any transfer of shares on the books of the corporation after the record date. Except as otherwise provided by law, the corporation shall be entitled to treat the holder of record of any shares as the holder in fact of such shares and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not the corporation shall have the express or other notice of such claim or interest. A determination of shareholders of record entitled to notice or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date. The Board of Directors shall fix a new record date if the adjourned meeting takes place more than forty-five (45) days from the date set for the original meeting.

1.06 MEETING WITHOUT REGULAR CALL AND NOTICE. The transactions of any meeting of shareholders, however called and noticed and wherever held, are as valid as though had a meeting duly been held after regular call and notice if a quorum is present in person or by proxy and if, either before or after the meeting, each of the persons entitled to vote who is not present at the meeting in person or by proxy signs a written waiver of notice, a consent to the holding of the meeting or an approval of the minutes of the meeting. For such purposes, a shareholder shall not be considered present at a meeting if, at the beginning of the meeting, the shareholder objects to the transaction of any business because the meeting was not properly called or convened or, with respect to the consideration of a matter required to be included in the notice for the meeting which was not so included, the shareholder expressly objects to such consideration at the meeting.

1.07 QUORUM AND REQUIRED VOTE. A majority of the shares entitled to vote represented in person or by proxy, constitutes a quorum for the transaction of business. No business may be transacted at a meeting in the absence of a quorum other than the adjournment of such meeting, except that if a quorum is present at the commencement of a meeting, business may be transacted until the meeting is adjourned even though the withdrawal of shareholders results in less than a quorum. If a quorum is present at a meeting, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on any matter shall be the act of the shareholders unless the vote of a larger number is required by law or the Articles of Incorporation. If a quorum is present at the commencement of a meeting but the withdrawal of shareholders results in less than a quorum, the affirmative vote of the majority of shares required to constitute a quorum shall be the act of the shareholders unless the vote of a larger number is required by law or the Articles of Incorporation. Any meeting of shareholders whether or not a quorum is present, may be adjourned by the vote of a majority of the shares represented at the meeting.

1.08 PROXIES. A shareholder may be represented at any meeting of shareholders by a written proxy signed by the person entitled to vote or by such person's duly authorized attorney-in-fact. A proxy must bear a date within six (6) months prior to the meeting, unless the proxy specifies a different length of time, but in no event may the proxy continue in force for more than seven (7) years. A revocable proxy is revoked by a writing delivered to the Secretary of the corporation stating that the proxy is revoked or by a subsequent proxy executed by, or by attendance at the meeting and voting in person by, the person executing the proxy.

1.09 VOTING. Except as provided below or as otherwise provided by the Articles of Incorporation or by law, a shareholder shall be entitled to one vote for each share held of record on the record date fixed for the determination of the shareholders entitled to vote at a meeting or, if no such date is fixed, the date determined in accordance with law. Directors shall be elected by a plurality of the votes cast at the election and cumulative voting shall not be permitted. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected.

1.10 ELECTION INSPECTORS. One (1) or three (3) election inspectors may be appointed by the Board of Directors in advance of a meeting of shareholders or at the meeting by the chairman of the meeting. If not previously chosen, one (1) or three (3) inspectors shall be appointed by the chairman of the meeting if a shareholder or proxyholder so requests. When inspectors are appointed at the request of a shareholder or proxyholder, the majority of shares represented in person or by proxy shall determine whether one (1) or three (3) inspectors shall be chosen. The election inspectors shall determine all questions concerning the existence of a quorum and the right to vote, shall tabulate and determine the results of voting and shall do all other acts necessary or helpful to the expeditious and impartial conduct of the vote. If there are three (3) inspectors, the decision, act or certificate of a majority of the inspectors is effective as if made by all.

1.11 ACTION WITHOUT MEETING. Except as provided below or by the Articles of Incorporation, any action which may be taken at any meeting of shareholders may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, is signed, before or after the action, by the holders of outstanding shares having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on such action were present and voted.

1.12 REPORTS. Any annual report to shareholders specified in the Nevada Revised Statutes is dispensed with, except as the Board of Directors may otherwise determine, as long as here are less than one hundred (100) holders of record of the corporation's shares. Any such annual report sent to shareholders shall be sent at least fifteen (15) days prior to the next annual meeting of shareholders.

1.13 LOST STOCK CERTIFICATES. The corporation may cause a new stock certificate to be issued in place of any certificate previously issued by the corporation alleged to have been lost, stolen or destroyed. The corporation may, at its discretion and as a condition precedent to such issuance, require the owner of such certificate to deliver an affidavit stating such certificate was lost, stolen or destroyed or to give the corporation a bond or other security sufficient to indemnify it against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft or destruction or the issuance of a new certificate.

1.14 CERTIFICATES FOR SHARES. Certificates for shares shall be of such form and device as the Board of Directors may designate and shall state the name of the record holder of the shares represented thereby; its number; date of issuance; the number of shares for which it is issued; a statement of the rights, privileges, preferences and restrictions, if any; a statement as to the redemption or conversion, if any; a statement of liens or restrictions upon transfer or voting, if any; if the shares be assessable or, if assessments are collectible by personal action, a plain statement of such facts.

All certificates shall be signed in the name of the corporation by the President or the Treasurer or the Secretary, certifying the number of shares and the class or series of shares owned by the Shareholder. Any or all of the signatures on the certificate may be facsimile. In case any Officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that Officer, transfer agent, or registrar before that certificate is issued, it may be issued by the corporation with the same effect as if that person were an Officer, transfer agent, or registrar at the date of issue.

1.15 TRANSFER ON THE BOOKS. Upon surrender to the Secretary or transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

1.16 LEGEND CONDITION. In the event any shares of this corporation are issued pursuant to a permit or exemption therefrom requiring the imposition of a legend condition, the person or persons issuing or transferring said shares shall make sure said legend appears on the certificate and shall not be required to transfer any shares free of such legend unless an amendment to such permit or a new permit be first issued so authorizing such a deletion.

ARTICLE II - BOARD OF DIRECTORS

2.01 NUMBER. The number of directors of this corporation shall be at least one (1) but not more than nine (9) until such number is changed by an amendment of the Articles of Incorporation or this Bylaw.

2.02 POWERS. Subject to the limitations imposed by law or contained in the Articles of Incorporation, the business and affairs of corporation shall be managed and all corporate powers shall be exercised by or under the ultimate direction of the Board of Directors.

2.03 ELECTION, TERM OF OFFICE AND VACANCIES. At each annual meeting of shareholders, directors shall be elected to hold office until the next annual meeting. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which the director was elected and until a successor has been elected. The Board of Directors may declare vacant the office of a director who has been declared to be of unsound mind by court order or convicted of a felony. Vacancies on the Board of Directors not caused by removal may be filled by a majority of the directors then in office, regardless of whether they constitute a quorum, or by the sole remaining director. The shareholders may elect a director at any time to fill any vacancy not filled, or which cannot be filled, by the Board of Directors.

2.04 REMOVAL. Except as described below, any or all of the directors may be removed without cause if such removal is approved by the affirmative vote of the majority of the outstanding shares entitled to vote. Unless the Board of Directors is so removed, no director may be removed if (i) the votes cast against removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast or, if such action is taken by written consent, all shares entitled to vote were voted and (ii) the entire number of directors authorized at the time of the director's most recent election were then being elected.

2.05 RESIGNATION. Any director may resign by giving written notice to the President, the Secretary or the Board of Directors. Such resignation shall be effective when given unless the notice specifies a later time. The resignation shall be effective regardless of whether it is accepted by the corporation.

2.06 COMPENSATION. If the Board of Directors so resolves, the directors shall receive compensation and expenses of attendance for meetings of the Board of Directors and of committees of the Board. Nothing herein shall preclude any director from serving the corporation in another capacity and receiving compensation for such services.

2.07 COMMITTEES. The Board of Directors may, by resolution adopted by the majority of the authorized number of directors, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the Board. The Board may designate one or more directors as alternate members of a committee who may replace any absent member at any meeting of the committee. To the extent permitted by the resolution of the Board of Directors, a committee may exercise all of the authority of the Board to the extent permitted by the Nevada Revised Statutes.

2.08 INSPECTION OF RECORDS AND PROPERTIES. Each director may inspect all books, records, documents and physical properties of the corporation and its subsidiaries at any reasonable time. Inspections are to be made either by the director or the director's agent or attorney. The right of inspection includes the right to copy and make extracts.

2.09 TIME AND PLACE OF MEETINGS AND TELEPHONE MEETINGS. Unless the Board of Directors otherwise determines, the Board shall hold a regular meeting during each quarter of the Corporation's fiscal year. One such meeting shall take place immediately following the annual meeting of shareholders. All meetings of directors shall be held at the principal executive office of the corporation or at such other place as shall be designated in the notice for the meeting or in resolution of the Board of Directors. Directors may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members so participating can hear each other.

2.10 CALL. Meetings of the Board of Directors, whether regular or special, may be called by the President, the Secretary, or any directors.

2.11 NOTICE. Regular meetings of the Board of Directors may be held without notice if the time of such meetings has been fixed by the Board. Special meetings shall be held upon four (4) days' notice by mail or twenty-four (24) hours' notice delivered personally or by telephone, email or telecopier, and regular meetings shall be held upon similar notice if notice is required for such meetings. Neither a notice nor a waiver of notice need specify the purpose of any regular or special meeting. If a meeting is adjourned for more than twenty-four (24) hours, notice of the adjourned meeting shall be given prior to the time of such meeting to the directors who were not present at the time of the adjournment.

2.12 MEETING WITHOUT REGULAR CALL AND NOTICE. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, are as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes of the meeting. For such purposes, a director shall not be considered present at a meeting if, although in attendance at the meeting, the director protests the lack of notice prior to the meeting or at its commencement.

2.13 ACTION WITHOUT MEETING. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all of the members of the Board individually or collectively consent in writing to such action.

2.14 QUORUM AND REQUIRED VOTE. A majority of the directors then in office shall constitute a quorum for the transaction of business provided that unless the authorized number of directors is one (1), the number constituting a quorum shall not be less than two (2) directors. Except as otherwise provided by the Nevada Revised Statutes, the Articles of Incorporation or these Bylaws, every act or decision done or made by a majority of the directors present at a meeting duly held at which quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting. A majority of the directors present at a meeting, whether or not a quorum is present, may adjourn the meeting to another time and place.

ARTICLE III - OFFICERS

3.01 TITLES AND RELATION TO BOARD OF DIRECTORS. The officers of the corporation shall include a President, a Secretary and a Treasurer. The Board of Directors may also choose a Chief Financial Officer and one (1) or more Vice Presidents, Assistant Secretaries, Assistant Treasurers or other officers. Any number of offices may be held by the same person. The President shall serve as Chairman of the Board. All Officers shall perform their duties and exercise their powers subject to the direction of the Board of Directors.

3.02 ELECTION, TERM OF OFFICE AND VACANCIES. At its regular meeting after each annual meeting of shareholders, the Board of Directors shall choose the officers of the corporation. No officer need be a member of the Board of Directors except the President. The officers shall hold office until their successors are chosen, except that the Board of Directors may remove any officer at any time. If an office becomes vacant for any reason, the vacancy shall be filled by the Board.

3.03 RESIGNATION. Any officer may resign at any time upon written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Such resignation shall be effective when given unless the notice specifies a later time. The resignation shall be effective regardless of whether it is accepted by the corporation.

3.04 SALARIES. The Board of Directors shall fix the salaries of the Chairman of the Board and President and may fix the salaries of other employees of the corporation including the other officers. If the Board does not fix the salaries of the other officers, the President shall fix such salaries.

3.05 CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside over all meetings of the Board of Directors.

3.06 PRESIDENT. Unless otherwise determined by the Board of Directors, the President shall be the general manager and chief executive officer of the corporation, shall preside at all meetings of shareholders, shall be ex officio a member of any committees of the Board shall effectuate orders and resolutions of the Board of Directors and shall exercise such other powers and perform such other duties as the Board of Directors shall prescribe.

3.07 SECRETARY. The Secretary shall have the following powers and duties:

(a) Record of Corporate Proceedings. The Secretary shall attend all meetings of the Board of Directors and its committees and of shareholders and shall record all votes and the minutes of such meetings in a book to be kept for that purpose at the principal executive office of the corporation or at such other place as the Board of Directors may determine.

(b) Record of Shares. Unless a transfer agent is appointed by the Board of Directors to keep a share register, the Secretary shall keep at the principal executive office of the corporation a share register showing the names of the shareholders and their addresses, the number and class of shares held by each, the number and date of certificates issued and the number and date of cancellation of each certificate surrendered for cancellation.

(d) Additional Powers and Duties. The Secretary shall exercise such other powers and perform such other duties as the Board of Directors or President shall prescribe.

3.08 TREASURER. Unless otherwise determined by the Board of Directors, the Treasurer shall have custody of the corporate funds and securities and shall keep adequate and correct accounts of the corporation's properties and business transactions. The Treasurer shall disburse such funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, shall render to the President and directors, at regular meetings of the Board of Directors or whenever the Board may require, an account of all transactions and the financial condition of the corporation and shall exercise such other powers and perform such other duties as the Board of Directors or President shall prescribe.

3.09 OTHER OFFICERS. The other officers of the corporation, if any, shall perform such duties as the Board of Directors or President shall prescribe.

ARTICLE IV

EXECUTION OF CORPORATE INSTRUMENTS,

RATIFICATION OF CONTRACTS, AND

VOTING OF SHARES OWNED BY THE CORPORATION

4.01 EXECUTION OF CORPORATE INSTRUMENTS. The Board may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute any corporate instrument or documents, or to sign the corporate name without limitation, except where otherwise provided by law, and such execution or signature shall be binding upon the corporation. Unless otherwise specifically determined by the Board:

(a) formal contracts of the corporation, promissory notes, deeds of trust, mortgages, and other evidences of indebtedness of the corporation, and other corporate instruments or documents requiring the corporate seal (except for share certificates issued by the corporation), and share certificates owned by the corporation, shall be executed, signed, or endorsed by the President, or jointly endorsed by the Secretary and Treasurer;

(b) checks drawn on banks or other depositories on funds to the credit of the corporation, or in special accounts of the corporation, shall be signed in such manner (which may be a facsimile signature) and by such person or persons as shall be authorized by the Board;

(c) dividend warrants, drafts, insurance policies, and all other instruments and documents requiring the corporate signature, but not requiring the corporate seal, shall be executed or signed in the manner directed by the Board; and

(d) share certificates issued by the corporation shall be signed (which may be a facsimile signature) jointly by (i) the President or (ii) the Secretary and the Treasurer.

4.02 RATIFICATION BY SHAREHOLDERS. The Board may, in its discretion, submit any contract or act for approval or ratification by the shareholders at any annual meeting of shareholders or at any special meeting of shareholders called for that purpose. Any contract or act which shall be approved or ratified by the holders of a majority of the voting power of the corporation represented at such meeting shall be as valid and binding upon the corporation as though approved or ratified by each and every shareholder of the corporation, unless a greater vote is required by law for such purpose.

4.03 VOTING OF SHARES OWNED BY THE CORPORATION. All shares of other corporations owned or held by the corporation for itself or for other parties in any capacity shall be voted, and all proxies with respect thereto shall be executed, by the person authorized to do so by resolution of the Board or, in the absence of such authorization, by the President, the Secretary or the Treasurer.

ARTICLE V - SHARE CERTIFICATES

5.01 FORM OF CERTIFICATES. Share certificates of the corporation shall be in such form and design as the Board shall determine. Each certificate shall state the certificate number, the date of issuance, the number, designation, class, and the name of the record holder of the shares represented thereby, the name of the corporation, and if the shares of the corporation are classified or if an class of shares has two (2) or more series, the legends, if any, required by the Nevada General Corporation Law.

5.02 TRANSFER OF SHARES. Shares may be transferred in any manner permitted or provided by law. Before any transfer of shares is entered upon the books of the corporation or recognized by the designated transfer agent and/or registrar of the corporation, or any new certificate is issued therefor, the old certificate, properly endorsed, shall. be surrendered and canceled, except when a certificate has been lost or destroyed.

5.03 LOST CERTIFICATES. The Board may order a new share certificate to be issued in the place of any certificate alleged to have been lost or destroyed, but in every such case the owner of the lost certificate may be required to give the corporation a bond, with surety, in such form and amount as the Board may determine, as indemnity against any loss or claim that the corporation may incur by reason of the issuance of a new certificate.

ARTICLE VI - INDEMNIFICATION OF CORPORATE AGENTS

The corporation shall indemnify any and all of its Directors or Officers or former Directors or Officers or any person who may have served at its request as a Director or Officer of another corporation in which it owns shares of capital stock or of which it is a creditor against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they, or any of them, are made parties, or a party, by reason of being or having been Directors or Officers or a Director of Officer of the corporation or of such other corporation, except in relation to matters as to which any such Director or Officer or former Director or Officer or person shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct, in the performance of duty. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled, under By-Law, agreement, vote of shareholders or otherwise.

ARTICLE VII - AMENDMENTS

7.01 AMENDMENT BY SHAREHOLDERS. New bylaws may be adopted or these Bylaws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote, except as otherwise provided by law, these Bylaws, or the Articles of Incorporation.

7.02 AMENDMENT BY DIRECTORS. Subject to the rights of the shareholders as provided in Section 7.01, any bylaw, other than a bylaw or an amendment of a bylaw changing the authorized number of directors, may be adopted, amended, or repealed by the Board.

EMPLOYMENT AGREEMENT

This Employment Agreement ( “Agreement” ) is entered into as of August 3, 2006 (the “ Effective Date” ), by and between Dr. Ted Wong , an individual residing at _____________ (“ Wong ” or “ Employee” ), and NanoSensors, Inc. , a Nevada corporation (the “ Company” ).

WHEREAS, The Company wishes to employ Wong as Chairman, President and Chief Executive Officer of the Company, and Wong desires to accept such positions, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Company and Wong agree as follows:

Employment of Wong: The Company agrees to employ Wong as the Company’s Chairman, President and Chief Executive Officer, based in the Company’s office in Santa Clara, California. Wong accepts such employment and agrees to act as an employee of the Company, all in accordance with the terms and conditions of this Agreement. Employee shall undertake regular travel to the Company’s and operational offices, if any, and such other occasional travel within or outside the United States as is or may be reasonably necessary in the interests of the Company. All such travel shall be at the sole cost and expense of the Company and all airplane travel shall be in accordance with the Company’s policy for executive officers.

2.	Term of Employment:

2.1 Term: This Agreement shall be effective upon execution by both parties hereto and Wong’s employment under this Agreement shall commence on the Effective Date and continue thereafter for a period of thirty six (36) months (the “ Employment Period ”), unless sooner terminated as provided for herein. The last day of the Employment Period may be referred to herein as the “ Expiration Date ”. The Company shall notify Employee in writing of the Company’s intention to continue Employee’s employment after the Expiration Date no less than 90 days prior to the Expiration Date.

2.2 Termination: This Agreement shall be terminable by either Company or Wong in accordance with the following provisions. As used in this Agreement, the phrase “ Termination Date ” shall mean (i) in the case of the Employee’s death, his date of death; (ii) in the case of the voluntary termination of employment by Employee, the date set forth in a written notice of termination furnished to the Company by Employee, which date must be at least 20 days from the date of such notice, (iii) in the case of termination of employment on or after the Expiration Date of this Agreement, the last day of employment; and (iv) in all other cases, the date specified in the notice of termination furnished to the Employee by the Company; provided, however, if the Employee’s employment is terminated by the Company for any reason except Cause, the date specified in the Notice of Termination shall be at least 20 days from the date the Notice of Termination is given to the Employee, and provided further that in the case of Disability, the Employee shall not have returned to the full-time performance of his duties during such period of at least 30 days.

(a) Employee may terminate this Agreement for any reason upon twenty (20) days’ prior written notice to the Company;

(b) The Company may terminate this Agreement without Cause upon twenty (20) days’ prior written notice to the Employee;

(c) The Company may terminate this Agreement in the event Employee becomes Disabled (as defined below) during the Employment Period and the Company provides written notice of termination and Employee shall not have returned to the full-time performance of his duties hereunder during a period of at least 30 days; and

(d) The Company may immediately terminate this Agreement for Cause and without notice (provided, however that the Company provide Employee with notice and an opportunity to cure as expressly set forth in the definition of the term Cause below). For the purposes of this Agreement, the term “Cause” shall mean the following:

A violation by Wong of a material term of this Agreement; it being understood that a violation of any of the covenants contained in Section 6 of this Agreement shall constitute a violation of a material term which shall justify termination of this Agreement if such violation continues for a period of more than ten (10) days after receipt by Wong of written notice from the Company setting forth in reasonable detail the nature of the violation;

2)	Wong’s commission of fraud, dishonesty and/or similar malfeasance in the rendering of services to the Company;

3)	Wong’s repeated and intemperate use of alcohol or illegal drugs after written notice from the Company that such use, if continued, will result in termination of Wong’s employment;

4)	Acts or misconduct by Wong during his tenure with Company, which are of a criminal nature, including Wong’s conviction of a felony involving personal dishonesty, moral turpitude or willfully violent conduct; and

Substantial refusal to comply or default in complying with the reasonable and lawful directions of the Board of Directors of the Company and such refusal, default or failure continues for a period of more than ten (10) days after receipt by Wong of written notice from the Company setting forth in reasonable detail the nature of the problem.

2.3 If the Employee’s employment with the Company shall be terminated, the Company shall pay and/or provide to the Employee the following compensation or benefits:

(a) In the event that this Agreement is terminated by the Company without Cause pursuant to Section 2.2(b), Wong shall be paid (i) the Accrued Compensation (as defined below) and (ii) the Severance Payment (as defined below). As used herein, the “ Severance Payment ” shall mean the amount equal to six (6) months’ Base Salary (as defined below) in effect on the Termination Date. Severance Payments shall be made in accordance with the Company’s regular payment cycle for executive employees.

(b) If Wong dies before the expiration of the Employment Period, the Company shall pay Wong the Accrued Compensation (as defined below) and all of the Company’s unvested obligations under this Agreement shall terminate and be of no further force or effect as of the actual date of death.

(c) If Wong becomes Disabled (as defined below) during the Employment Period to the extent he is unable to perform his duties to the Company, the Company shall pay Wong the Accrued Compensation and the Severance Payment. The term “ Disability ” shall mean that Wong shall be unable for a period of more than four (4) consecutive months or for periods aggregating more than one hundred and twenty (120) days weeks in any fifty-two (52) consecutive weeks to perform the services to the Company specified herein as a result of illness, incapacity or a phyisical or other disability of any nature.

(d) If Wong (i) voluntarily terminates this Agreement, or (ii) is discharged for Cause, the Company shall pay Wong the Accrued Compensation only and Wong shall not be entitled to any Severance Payments or other unvested compensation, and the Company shall be relieved of any further obligation to Wong.

(e) In the event the Company fails to notify the Employee of its intention to continue Employee’s employment within the period prescribed in Section 2.1 or notifies Employee that it has determined not to continue Employee’s employment, Employee’s employment shall terminate on the Expiration Date and Company shall pay the Employee the Accrued Compensation and the Severance Payment. If the Company notifies Employee that it wishes to continue Employee’s employment but fails to reach an agreement on a new employment agreement prior to the Expiration Date, this Agreement shall be deemed to be extended on the same terms and conditions except that such employment shall be an at-will basis, subject to the right of the Company and the Employee to terminate this Agreement in accordance with Sections 2.2 and 2.3.

(f) The payment of the Severance Payments specified above is conditioned upon Employee’s signing and returning a general release of claims against the Company in a form satisfactory to the Company, and not withdrawing said release of claims within the period specified therein. In addition, such Severance Payments will be in lieu of any entitlement you may have to notice of termination, pay in lieu of notice of termination, or any other severance payment or benefit from any other source.

2.4 Accrued Compensation. “ Accrued Compensation ” shall mean an amount which shall include all amounts earned or accrued through the Termination Date but not paid as of the Termination Date, including (i) Base Salary, (ii) unpaid bonuses and incentive compensation earned and awarded prior to the Termination Date, (iii) reimbursement for business expenses incurred by the Employee on behalf of the Company, pursuant to the Company's expense reimbursement policy in effect at such time, and (iv) vacation pay per Company policy. Accrued Compensation shall be paid on the first regular pay date after the termination date (or earlier, if required by applicable law).

2.5 No Mitigation. The Employee shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Employee in any subsequent employment.

2.6 Non-Disparagement. For a period of three years following the expiration or termination of this Agreement, Employee agrees that he will not make any negative or derogatory statements in verbal, written, electronic or any other form about the Company, including, but not limited to, a negative or derogatory statement made in, or in connection with, any article or book, on a website, in a chat room or via the internet except where such statement is required by law or regulation. During such three year period, none of the Company’s executive officers and directors shall make any negative or derogatory statements in verbal, written, electronic or any other form about the Employee, including, but not limited to, a negative or derogatory statement made in, or in connection with, any article or book, on a website, in a chat room or via the internet except where such statement is required by law or regulation

3.	Scope of Employment:

3.1 General Duties: During the Employment Period, Wong shall perform the duties of an executive nature, as well as such other duties as the Company’s Board of Directors (the “ Board ”) may prescribe from time to time. Wong shall report directly to the Board of Directors of the Company. During the Employment Period and subject to the direction of the Board, Employee shall perform such executive duties and functions and discharge such responsibilities as are reasonably associated with his executive position or as may be reasonably assigned or delegated to him from time to time by the Board, consistent with his position as President and Chief Executive Officer. In general, Employee shall have management authority with respect to, and responsibility for, the overall operations and day-to-day business and affairs of the Company and all major operating units and executives of the Company shall report, either directly or indirectly (through other executives of the Company or its subsidiaries who report directly to the Employee) to the Employee. The Company shall nominate, and use its best efforts to have elected, the Employee to the Board throughout the term of this Agreement. The Employee agrees to resign from the Board upon the termination of employment for any reason. The Company understands that Wong may serve on the board of directors and advisory boards of other companies provided (a) such other company is not engaged in a business which is competitive with the business now conducted by the Company or then conducted by the Company or (b) such activities do not materially interfere with his duties hereunder.

3.2 Devotion to Company: Wong shall devote his full time and use his best efforts to the business of the Company during the Employment Period.

4.	Change in Control.

4.1 The Company’s Board of Directors has determined that it is appropriate to reinforce and encourage the continued attention and dedication of members of the Company's management, including the Employee, to their assigned duties without distraction in potentially disturbing circumstances arising from the possibility of a change in control of the Company.

4.2 In the event that within one hundred and eighty (180) days of a Change in Control (as defined below) (i) Employee is terminated, or (ii) (A) Employee’s status, title, position or responsibilities are materially reduced; (B) Employee’s compensation is materially diminished as compared to the compensation payable prior to the Change in Control; (C) Employee is required to undertake substantial new business-related travel due to the Change in Control; or (D) the Company relocates the location of its offices such that Employee would be reasonably expected to move his primary residence and (iii) Employee terminates his Employment, the Company shall pay and/or provide to the Employee, the following compensation and benefits:

(a) The Company shall pay the Employee, in lieu of any other payments due hereunder, (i) the Accrued Compensation and (ii) the Severance Payment; and

(b) The conditions to the vesting of any outstanding stock options or other incentive awards (including restricted stock, stock options and granted performance shares or units (collectively, the “ Awards ”) granted to the Employee under any of the Company’s benefit plans, or under any other incentive plan or arrangement, shall be deemed void and all such Awards shall be immediately and fully vested and exercisable and such Awards shall be deemed amended to provide that the Awards shall remain exercisable for the duration of their original term.

4.3 “ Change in Control ” shall mean any of the following events:

(a) (i) An acquisition (other than directly from the Company) of any voting securities of the Company (the “ Voting Securities ”) by any “ Person ” (as the term person is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “ 1934 Act ”)) immediately after which such Person has “ Beneficial Ownership ” (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of thirty five percent (35%) or more of the combined voting power of the Company’s then outstanding Voting Securities; provided, however, that in determining whether a Change in Control has occurred, Voting Securities which are acquired in a “Non-Control Acquisition” (as defined below) shall not constitute an acquisition which would cause a Change in Control. A “ Non-Control Acquisition ” shall mean an acquisition by (1) an employee benefit plan (or a trust forming a part thereof) maintained by (x) the Company or (y) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a “ Subsidiary ”), or (2) the Company or any Subsidiary.

(ii) Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because a Person (the “ Subject Person ”) gained Beneficial Ownership of more than the permitted amount of the outstanding Voting Securities as a result of the acquisition of Voting Securities by the Company which, by reducing the number of Voting Securities outstanding, increases the proportional number of shares Beneficially Owned by the Subject Person, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Company, and after such share acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional Voting Securities which increases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur.

(b) The individuals who, as of the date this Agreement are approved by the Board, are members of the Board (the “ Incumbent Board ”), cease for any reason to constitute at least two-thirds of the Board; provided, however, that if the election, or nomination for election by the Company’s shareholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of this Agreement, be considered and defined as a member of the Incumbent Board; and provided, further, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual “ Election Contest ” (as described in Rule 14a-11 promulgated under the 1934 Act) or other solicitation of proxies or consents by or on behalf of a Person other than the Board (a “ Proxy Contest ”); or

(c) Approval by stockholders of the Company of: (i) A merger, consolidation or reorganization involving the Company, unless: (1) the shareholders of the Company, immediately before such merger, consolidation or reorganization, own, directly or indirectly immediately following such merger, consolidation or reorganization, at least sixty percent (60%) of the combined voting power of the outstanding voting securities of the corporation resulting from such merger or consolidation or reorganization (the “ Surviving Corporation ”) in substantially the same proportion as their ownership of the Voting Securities immediately before such merger, consolidation or reorganization, (2) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization constitute at least two-thirds of the members of the board of directors of the Surviving Corporation, and (3) no Person (other than the Company, any Subsidiary, any employee benefit plan (or any trust forming a part thereof) maintained by the Company, the Surviving Corporation or any Subsidiary) becomes Beneficial Owner of twenty percent (20%) or more of the combined voting power of the Surviving Corporation’s then outstanding voting securities as a result of such merger, consolidation or reorganization, a transaction described in clauses (1) through (3) shall herein be referred to as a “ Non-Control Transaction ”; or

(ii) An agreement for the sale or other disposition of all or substantially all of the assets of the Company, to any Person, other than a transfer to a Subsidiary, in one transaction or a series of related transactions; or

(iii) The shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company.

(d) Notwithstanding anything contained in this Agreement to the contrary, if the Employee’s employment is terminated prior to a Change in Control and the Employee reasonably demonstrates that such termination (i) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control (a “Third Party”) or (ii) otherwise occurred in connection with, or in anticipation of, a Change in Control, then for all purposes of this Agreement, the date of a Change in Control with respect to the Employee shall mean the date immediately prior to the date of such termination of the Employee’s employment.

5.	Compensation:

5.1 Base Salary: As full compensation for all services provided for herein, the Company shall pay, or caused to be paid to Wong, and Wong shall accept, a base salary during the Employment Period of not less than ONE HUNDRED AND FORTY-FOUR THOUSAND DOLLARS AND 00/100 ($144,000) per year, as may be increased from time to time in the sole discretion of the Board (the “ Base Salary ”). The Base Salary shall be paid in regular installments in accordance with the Company’s usual pay dates for executives, but not less frequently than monthly. Employee may receive such other additional compensation as may be determined from time to time by the Board including bonuses and other long term compensation plans. Except as expressly set forth herein, nothing in this paragraph shall be deemed or construed to require the Board to award any bonus or additional compensation.

5.2 Bonus Options, Signing Bonus and Milestones Bonuses: Subject to the approval of the Company’s shareholders of an appropriate equity-based incentive compensation plan (“Shareholder Approval”), upon the execution of this Agreement, the Company shall grant Wong an option to purchase up to Five Million (5,000,000) shares of the common stock of the Company (“ Bonus Options ”). Subject to the Shareholder Approval, the Bonus Options shall be fully exercisable and vested upon the six month anniversary of the Effective Date. The exercise price of the Bonus Options will be equal to the fair market value of the Company’s common stock as reported on the Over the Counter Bulletin Board on the date this Agreement is executed by both parties. In addition, Wong will receive a signing bonus of FOURTY THOUSAND DOLLARS AND 00/100 ($40,000) of which Wong acknowledges that $20,000 has been paid by the Company prior to the date hereof. Further, in the event that Employee achieves the milestones listed in Exhibit A during the inital Employment Period, Wong will receive a performance bonus of TWELVE THOUSAND FIVE HUNDRED DOLLARS 00/100 ($12,500) per event. Wong acknowledges that the Company’s payment of the “signing bonus” is for his cancellation of all accrued compensation owed by the Company to Wong prior to the Effective Date of this Agreement.

5.3 Benefits: During the Employment Period, Wong will be entitled to participate in the Company's fringe benefit programs presently offered for senior management, or which may hereafter, during the Employment Period, be offered to its senior management and/or non-executive employees on a company wide basis (including group life insurance, group disability insurance, group medical and hospitalization plans, pension and profit sharing plans), subject to any eligibility requirements. All such fringe benefit programs shall be determined, and periodically modified, at the sole discretion of the Board.

5.4 Withholding: All compensation payable to Wong under this Agreement is stated in gross amounts and will be subject to all applicable withholding taxes, other normal payroll deductions, and any other amounts required by law to be withheld.

5.5 Vacation: Wong will be entitled to take 15 vacation days per annum in accordance with current Company vacation policy for senior management, as well as to take standard Company holidays.

5.6 Expenses: The Company, in accordance with its policies, shall pay or reimburse Wong for all reasonable and customary expenses (including travel and entertainment expenses) incurred by Wong during the Employment Period in connection with the performance of Wong's duties under this Agreement; provided that Wong shall provide the Company with an itemized account of such expenditures together with such vouchers and other receipts as the Company may request, in accordance with Company policy and Internal Revenue Service regulations.

5.7 Retirement Plan: Wong will be eligbile to join the Company’s retirement plan, if any, as defined within the Company’s policies, subject to any eligibility requirements.

5.8 Earned Options: Subject to the Shareholder Approval, the Company hereby grants to Wong options to purchase Thirteen Million (13,000,000) shares of the Company's common stock (“ Earned Options ”). Subject to the Shareholder Approval, commencing on the six month anniverary of the Effective Date, the Earned Options shall vest in installments of Four Hundred Thirty Three Thousand Three Hundred Thirty Three (433,333) shares and thereafter on the first day of each month of the balance of the Employment Period provided Employee continues to perform services to Company under this Agreement (each installment may be referred to as an “Option Installment”). The exercise price of the Earned Options will be equal to the fair market value of the Company’s common stock as reported on the Over the Counter Bulletin Board on the date that this Agreement is executed by both parties. The Earned Options shall be exercisable for a period of ten years from the date of grant.

5.9 Termination of Options. In the event of the termination of Employee’s employment by the Company without Cause prior to the Expiration Date, notwithstanding anything herein or in any stock option agreement to the contrary, (a) the Employee’s right to purchase shares of Common Stock of the Company pursuant to any stock option or stock option plan shall immediately fully vest and become exercisable, (b) the exercise period in which Employee may exercise his options to purchase Company common stock shall be extended to the duration of their original term, as if Employee remained an employee of the Company, and the terms of such options shall be deemed amended to take into account the foregoing provisions. For purposes of clarity, Employee and Company agree that the occurrence of a Change in Control shall not affect the provisions of this Section. In the event of a termination of Employee’s employment with the Company for Cause, options granted and not exercised as of the Termination Date shall terminate immediately and be null and void. In the event of a termination of Employee’s employment with the Company due to the Employee’s death, or Disability, the Employee’s (or his estate’s or legal representative’s) right to purchase shares of Common Stock of the Company pursuant to any stock option or stock option plan to the extent vested as of the Termination Date shall remain exercisable for a period of twelve (12) months following the Termination Date, but in no event after the expiration of the exercise period. In the event of the voluntary termination of Employee’s employment with the Company by the Employee (other than in connection with a Change in Control) or the termination of the Employee’s employment on or after the Expiration Date, the Employee’s right to purchase shares of Common Stock of the Company pursuant to any stock option or stock option plan to the extent vested as of the Termination Date shall remain exercisable for a period of three months following the Termination Date, but in no event after the expiration of the exercise period. Notwithstanding the foregoing, in the event of a Change in Control (as defined above), and the Employee’s employment is terminated or Employee elects to terminate his employment (subject to Section 4 of this Agreement), the Options granted hereunder shall become immediately vested and exercisable in accordance with Section 4 of this Agreement and any provisions of the Company’s equity compensation plan pursuant to which the Options are granted.

Restrictive Covenants: Wong agrees that his work for the Company will bring him into close contact with customers of the Company and with many confidential affairs of the Company not readily available to the public, and which the Employee acknowledges that the Company considers to be trade secrets. Wong further agrees that the technology market is highly competitive and worldwide in scope. In order to protect the confidential or proprietary information and trade secrets of the Company, its customers, and third parties with which the Company has entered into confidential agreements, and in consideration of employment and continued employment, the right to receive income and benefits therefore as set forth in this Agreement, the Company’s granting Wong access to such confidential or proprietary information and trade secrets, as well as allowing Wong wide access to become familiar with the Company's business and operations and for other good and valuable consideration, Wong agrees as follows:

6.1 Confidential and Proprietary Rights: Wong agrees that he will not at any time during his employment or after the termination of his employment with the Company directly or indirectly disclose to any person, firm, corporation, partnership, or other entity whatsoever (except the Company), or use, modify or adapt any trade secret or other confidential or proprietary information of the Company, including without limitation, information concerning the Company’s business, technology, finances, marketing, computerized payroll, accounting and information business, personnel and/or employee leasing business of the Company and its subsidiaries, information relating to any customer of the Company, or any other nonpublic business information of the Company and/or its subsidiaries learned as a consequence of Employee’s employment with the Company or to which he has access, (collectively referred to as the “ Proprietary Information ”) except for information available publicly or from other non-confidential sources or to the extent it is otherwise required to be disclosed by law or any legal process. Such Proprietary Information includes, without limitation (a) information not generally known to the public and proprietary to the Company, (b) information which Wong has a reasonable basis to believe is confidential or proprietary information or trade secrets of the Company, or (c) information which Wong has a reasonable basis to believe the Company treats as confidential or proprietary information or trade secrets. In addition, the prohibition on disclosing such confidential information shall not include that which Wong must disclose to the Company’s lawyers, accountants and other professionals that require disclosure of such information in order to perform the services for which they are engaged in the course of Wong’s role as President of the Company and which persons will hold such information in substantial compliance with this Section. The provisions of this Section 6 shall apply with equal force to any confidential information of any third party with respect to which the Company has signed a confidentiality agreement. The Employee acknowledges that Proprietary Information, as it may exist from time to time, is a valuable and unique asset of the Company, and that disclosure of any such information would cause substantial injury to the Company. If Employee is requested or required (by oral questions, interrogatories, requests for information or document subpoenas, civil investigative demands, or similar process) to disclose any Proprietary Information, Employee shall, unless prohibited by law, promptly notify the Company of such request(s) so that the Company may seek an appropriate protective order.

6.2 Assignment of Inventions. Except as otherwise may be agreed by the Company in writing, in consideration of the employment of Employee by the Company, and free of any additional obligations of the Company to make additional payment to Employee, Employee agrees to irrevocably assign to the Company any and all inventions, software, manuscripts, documentation, improvements or other intellectual property whether or not protectable by any state or federal laws relating to the protection of intellectual property, relating to the present or future business of the Company that are developed by Employee during the term of his/her employment with the Company, either alone or jointly with others, and whether or not developed during normal business hours or arising within the scope of his/her duties of employment. Employee agrees that all such inventions, software, manuscripts, documentation, improvement or other intellectual property shall be and remain the sole and exclusive property of the Company and shall be deemed the product of work for hire. Employee hereby agrees to execute such assignments and other documents as the Company may consider appropriate to vest all right, title and interest therein to the Company and hereby appoints the Company as the Employee’s attorney-in-fact with full powers to execute such document itself in the event employee fails or is unable to provide the Company with such signed documents. Notwithstanding the foregoing, this provision does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on Employee’s own time, unless (a) the invention relates (i) to the business of the Company, or (ii) to the Company's actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by Employee for the Company.

6.3 Non-Competition and Non-Solicitation: In the event of any termination of Employee’s employment with the Company at any time, Employee agrees that he will not, for a period of one (1) year following such termination, directly or indirectly, enter into or become associated with or engage in any other business (whether as a partner, officer, director, shareholder, employee, consultant, or otherwise), which business is primarily involved in the manufacture, development and/or distribution of sensors or is otherwise engaged in the same or similar business as the Company in direct competition with the Company, or which the Company was in the process of developing during the term of Employee’s employment with the Company and such development is based on actual or demonstrative anticipated research (collectively, a “ Competitive Business ”). Notwithstanding the foregoing, (x) the ownership by Employee of less than five percent of the shares of any publicly held corporation shall not violate the provisions of this paragraph, and (y) the Employee shall not be required to comply with any provision of this paragraph following termination of this Agreement if the amounts that are required to be paid to Employee after such termination are not timely paid. In furtherance of the foregoing, Employee shall not during the aforesaid period of non-competition, directly or indirectly, in connection with any Competitive Business, solicit any customer or employee of the Company who was a customer or employee of the Company within one year of the Termination Date.

6.4 Return of Documents and Property: Upon termination of employment or sooner if requested by the Company, Wong shall forthwith either destroy or deliver to the Company all copies and original documents and any other material and property of the Company of any kind acquired or coming to the knowledge or possession of Wong in connection with or as a result of Wong’s employment and that relate in any way to the business of the Company, including without limitation, and in any medium, literature, data, plans, designs, specifications, price information, customer information, supplier information, marketing information, business plans, financial information, memorandums, correspondence, notes and records.

Remedies: Wong agrees that a violation of the covenants set forth in Sections 6.1 through 6.4, or any provision thereof, could cause irreparable injury to the Company and that, in addition to other remedies available to the Company, the Company shall be entitled to injunctive or other equitable relief in case of any such violation or threatened violation. The remedies set forth in this Section 7 shall be in addition to, rather than in lieu of, any other rights and remedies the Company may have at law or in equity.

Indemnity. The Company hereby agrees to indemnify, defend, and hold harmless the Employee for any and all claims arising from or related to his employment by the Company at any time asserted, at any place asserted, to the fullest extent permitted by law. The Company shall use commercially reasonable efforts to maintain such insurance as is necessary and reasonable (with minimum coverage of not less than $2,000,000) to protect the Employee from any and all claims arising from or in connection with his employment by the Company during the term of Employee's employment with the Company and for a period of six (6) years after the date of termination of employment for any reason. The provisions of this Section are in addition to and not in lieu of any indemnification, defense or other benefit to which Employee may be entitled by statute, regulation, common law or otherwise. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:

(a) Claims Initiated by Employee . To indemnify or advance expenses to the Employee with respect to proceedings or claims initiated or brought voluntarily by the Employee and not by way of defense, except with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; or

(b) Lack of Good Faith . To indemnify the Employee for any expenses incurred by the Employee with respect to any proceeding instituted by the Employee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Employee in such proceeding was not made in good faith or was frivolous; or

(c) Unauthorized Settlements . To indemnify the Employee under this Agreement for any amounts paid in settlement of a proceeding unless the Company consents to such settlement; or

(d) Claims by the Company for Willful Misconduct . To advance expenses to the Employee under this Agreement for any expenses incurred by the Employee with respect to any proceeding or claim brought by the Company against Employee for willful misconduct, unless a court of competent jurisdiction determines that each of such claims was not made in good faith or was frivolous; or

(e) 16(b) Actions . To indemnify the Employee on account of any suit in which judgment is rendered against Employee for an accounting of profits made from the purchase or sale by Employee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities and Exchange Act of l934 and amendments thereto or similar provisions of any federal state or local statutory law; or

(f) Willful Misconduct or Breach . To indemnify the Employee on account of Employee’s conduct which is finally adjudged to have been knowingly fraudulent, deliberately dishonest, or to constitute willful misconduct or as constituting a breach of Employee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Agent was not legally entitled; or

(g) Unlawful Indemnification . To indemnify the Employee if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication).

9.	Survival: The provisions of Sections 6 and 7 shall survive the termination of this Agreement for any reason, for the duration specified therein.

10.

Revision: If any provisions of this Agreement as applied to any circumstances shall be adjudged by an arbitrator or a court of competent jurisdiction to be invalid or unenforceable, the same shall in no way affect any other provision in any other circumstances, or the validity or enforceability of this Agreement. The Company and Wong intend this Agreement and the provisions of Sections 6 and 7 to be enforced as written.

11.

Severability: However, if any provision, or any part thereof, is held to be unenforceable because of its scope or the duration of such provision or the area covered thereby, the Company and Wong agree that the court or arbitrator making such determination shall have the power to reduce the scope, duration and/or area of such provision, and/or to delete specific words or phrases and in its reduced form such provision shall then be enforceable and shall be enforced.

12.

Entire Agreement: This Agreement embodies the entire understanding between the Company and Wong, and supersedes all prior understandings and discussions, whether oral or written. It may not be changed orally, but only by an amendment in writing signed by both parties.

13.

Waiver: The waiver by the Company of a breach of any provision of this Agreement by Wong shall not operate or be construed as a waiver of any subsequent breach by Wong. The waiver by Wong of a breach of any provision of this Agreement by the Company shall not operate or be construed as a waiver of any subsequent breach by the Company.

14.

Governing Law; Jurisdiction: This Agreement shall be construed under and governed by the laws of the State of California, United States of America, without regard to conflict of laws principles. Any or all actions or proceedings which may be brought by the Company or Employee under this Agreement shall be brought in courts having a situs within the State of California, and Employee and the Company each hereby consent to the jurisdiction of any local, state, or federal court located within the State of California.

15.

Binding Effect; Non-Assignment: This Agreement and the rights and obligations of the Company hereunder shall inure to the benefit of and shall be binding upon the Company and any companies or other entities controlling, controlled by, or under common control with the Company, and upon successors and assigns of any such company. Neither this Agreement nor any of Wong’s rights or obligations the Company or shall be transferable or assignable by Wong or any person claiming any such benefit through him, but they shall inure to the benefit of and shall be binding upon his executors, administrators, personal representatives, heirs, and legatees.

16.

Dispute Resolution: The parties hereby submit to the jurisdiction of, and waive any venue objections against, the United States District Court for the Northern District of California and the Superior and Municipal Courts of the State of California, Santa Clara County, in any litigation arising out of the Agreement. The Company may, however, institute a binding arbitration proceeding pursuant to the commercial arbitration rules of the American Arbitration Association then existing relating to any controversy or claim arising from or relating to this Agreement, or its making, performance, or interpretation and judgment on any such arbitration award shall be final, binding and conclusive on all parties and may be entered in any court having jurisdiction over the subject matter of the controversy.

17.

Notices. For the purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when (a) personally delivered or (b) sent by (i) a nationally recognized overnight courier service or (ii) certified mail, return receipt requested, postage prepaid and in each case addressed to the respective addresses as set forth below or to any such other address as the party to receive the notice shall advise by due notice given in accordance with this paragraph. All notices and communications shall be deemed to have been received on (A) if delivered by personal service, the date of delivery thereof; (B) if delivered by a nationally recognized overnight courier service, on the first business day following deposit with such courier service; or (C) on the third business day after the mailing thereof via certified mail. Notwithstanding the foregoing, any notice of change of address shall be effective only upon receipt. The current addresses of the parties are as follows:

If to the Company:	NanoSensors, Inc.
	1800 Wyatt Dr., Suite # 2
	Santa Clara, CA 95054

If to Employee:	To the place set forth on page 1 of this Agreement.

18.

Counterparts: This Agreement may be executed by facsimile transmission in one or more counterparts, each of which shall be deemed an original and which together shall constitute one instrument.

19.

Material Actions: If the Company becomes a party to any material action or proceeding during the term of this Agreement, the Company agrees to notify Wong on a timely basis of any material action or proceeding.

20.

Separate Counsel: Wong has been advised and encouraged by the Company to consult with an attorney of his choosing.

Remainder of page intentionally left blank. Signature page follows.

Signature Page to Employment Agreement

between NanoSensors, Inc. And Ted Wong

IN WITNESS WHEREOF , the Company has caused this Agreement to be executed by its duly authorized officer and Wong has hereunto set his hand, all as of the day and year first above written.

NanoSensors, Inc.		Ted Wong


By:	/s/ Robert Baron	/s/ Ted Wong
	Robert Baron,	Ted Wong
	On behalf of the Company

Exhibit A

Four Major Milestones for Ted Wong

·	Obtain technology license agreement from Michigan State University for the commercialization of the intellectual property created to test for E. coli and salmonella using a nanoporous silicon-based electrochemical DNA biosensor.

·	Completion of a working prototypes for the Company’s first product and produce 5 pre-production (the version of the product prior to the final manufacturing design) prototypes that can be field tested by the Company’s customer(s).

·	Release of all funds held in escrow in connection with Company’s private placement of units which closed June 27, 2006.

·	Receipt of $100,000 in cumulative orders for the Company’s product.

EMPLOYMENT AGREEMENT

This Employment Agreement ( “Agreement” ) is entered into as of August 3, 2006 (the “ Effective Date” ), by and between Joshua Moser , an individual residing at __________________ (“ Moser ” or “ Employee” ), and NanoSensors, Inc. , a Nevada corporation (the “ Company” ).

WHEREAS, The Company wishes to employ Moser as Vice President and Chief Operating Officer of the Company, and Moser desires to accept such positions, on the terms and conditions set forth herein.

Employment of Moser: The Company agrees to employ Moser as the Company’s Vice President and Chief Operating Officer, based in the Company’s office in Santa Clara, California. Moser accepts such employment and agrees to act as an employee of the Company, all in accordance with the terms and conditions of this Agreement. Employee shall undertake regular travel to the Company’s and operational offices, if any, and such other occasional travel within or outside the United States as is or may be reasonably necessary in the interests of the Company. All such travel shall be at the sole cost and expense of the Company and all airplane travel shall be in accordance with the Company’s policy for executive officers.

2.	Term of Employment:

2.1 Term: This Agreement shall be effective upon execution by both parties hereto and Moser’s employment under this Agreement shall commence on the Effective Date, and continue thereafter for a period of thirty-six (36) months (the “ Employment Period ”), unless sooner terminated as provided for herein. The last day of the Employment Period may be referred to herein as the “ Expiration Date ”.The Employment Period shall not be extended, except by written agreement executed by the parties. The Company shall notify Employee in writing of the Company’s intention to continue Employee’s employment after the Expiration Date no less than 90 days prior to the Expiration Date.

2.2 Termination: This Agreement shall be terminable by either Company or Moser in accordance with the following provisions. As used in this Agreement, the phrase “ Termination Date ” shall mean (i) in the case of the Employee’s death his date of death; (ii) in the case of the voluntary termination of employment by Employee, the date set forth in a written notice of termination furnished to the Company by Employee, which date must be at least 20 days from the date of such notice, (iii) in the case of termination of employment on or after the Expiration Date of this Agreement, the last day of employment; and (iv) in all other cases, the date specified in the notice of termination furnished to the Employee by the Company; provided, however, if the Employee’s employment is terminated by the Company for any reason except Cause, the date specified in the Notice of Termination shall be at least 20 days from the date the Notice of Termination is given to the Employee, and provided further that in the case of Disability, the Employee shall not have returned to the full-time performance of his duties during such period of at least 30 days.

(a) Employee may terminate this Agreement for any reason upon twenty (20) days’ prior written notice to the Company;

(b) The Company may terminate this Agreement without Cause upon twenty (20) days’ prior written notice to the Employee;

A violation by Moser of a material term of this Agreement; it being understood that a violation of any of the covenants contained in Section 6 of this Agreement shall constitute a violation of a material term which shall justify termination of this Agreement if such violation continues for a period of more than ten (10) days after receipt by Moser of written notice from the Company setting forth in reasonable detail the nature of the violation;

2)	Moser’s commission of fraud, dishonesty and/or similar malfeasance in the rendering of services to the Company;

3)	Moser’s repeated and intemperate use of alcohol or illegal drugs after written notice from the Company that such use, if continued, will result in termination of Moser’s employment;

4)	Acts or misconduct by Moser during his tenure with Company, which are of a criminal nature, including Moser’s conviction of a felony involving personal dishonesty, moral turpitude or willfully violent conduct; and

Substantial refusal to comply or default in complying with the reasonable and lawful directions of the Board of Directors of the Company and such refusal, default or failure continues for a period of more than ten (10) days after receipt by Moser of written notice from the Company setting forth in reasonable detail the nature of the problem.

2.3 If the Employee’s employment with the Company shall be terminated, the Company shall pay and/or provide to the Employee the following compensation or benefits:

(a) In the event that this Agreement is terminated by the Company without Cause pursuant to Section 2.2(b), Moser shall be paid (i) the Accrued Compensation (as defined below) and (ii) the Severance Payment (as defined below). As used herein, the “ Severance Payment ” shall mean the amount equal to six (6) months’ Base Salary (as defined below) in effect on the Termination Date. Severance Payments shall be made in accordance with the Company’s regular payment cycle for executive employees.

(b) If Moser dies before the expiration of the Employment Period, the Company shall pay Moser the Accrued Compensation (as defined below) and all of the Company’s unvested obligations under this Agreement shall terminate and be of no further force or effect as of the actual date of death.

(c) If Moser becomes Disabled (as defined below) during the Employment Period to the extent he is unable to perform his duties to the Company, the Company shall pay Moser the Accrued Compensation and the Severance Payment. The term “ Disability ” shall mean that Moser shall be unable for a period of more than four (4) consecutive months or for periods aggregating more than one hundred and twenty (120) days weeks in any fifty-two (52) consecutive weeks to perform the services to the Company specified herein as a result of illness, incapacity or a phyisical or other disability of any nature.

(d) If Moser (i) voluntarily terminates this Agreement, or (ii) is discharged for Cause, the Company shall pay Moser the Accrued Compensation only and Moser shall not be entitled to any Severance Payments or other unvested compensation, and the Company shall be relieved of any further obligation to Moser.

3.	Scope of Employment:

3.1 General Duties: During the Employment Period, Moser shall perform the duties of an executive nature, as well as such other duties as the Company’s Board of Directors (the “ Board ”) may prescribe from time to time. Moser shall report directly to the Chief Executive Officer of the Company. During the Employment Period and subject to the direction of the Board, Employee shall perform such executive duties and functions and discharge such responsibilities as are reasonably associated with his executive position or as may be reasonably assigned or delegated to him from time to time by the Chief Executive Officer, consistent with his position as Vice President and Chief Operating Officer. The Company understands that Moser may serve on the board of directors and advisory boards of other companies provided (a) such other company is not engaged in a business which is competitive with the business now conducted by the Company or then conducted by the Company or (b) such activities do not materially interfere with his duties hereunder.

3.2 Devotion to Company: Moser shall devote his full time and use his best efforts to the business of the Company during the Employment Period.

4.	Change in Control.

(a) The Company shall pay the Employee, in lieu of any other payments due hereunder, (i) the Accrued Compensation and (ii) the Severance Payment; and

4.3 “ Change in Control ” shall mean any of the following events:

(iii) The shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company.

5.	Compensation:

5.1 Base Salary: As full compensation for all services provided for herein, the Company shall pay, or caused to be paid to Moser, and Moser shall accept, a base salary during the Employment Period of not less than ONE HUNDRED AND TWENTY THOUSAND DOLLARS AND 00/100 ($120,000) per year, as may be increased from time to time in the sole discretion of the Board (the “ Base Salary ”). The Base Salary shall be paid in regular installments in accordance with the Company’s usual pay dates for executives, but not less frequently than monthly. Employee may receive such other additional compensation as may be determined from time to time by the Board including bonuses and other long term compensation plans. Except as expressly set forth herein, nothing in this paragraph shall be deemed or construed to require the Board to award any bonus or additional compensation.

5.2 Bonus Options: Subject to the approval of the Company’s shareholders of an appropriate equity-based incentive compensation plan (“Shareholder Approval”), upon the execution of this Agreement, the Company shall grant Moser an option to purchase up to Four Million (4,000,000) shares of the common stock of the Company (“ Bonus Options ”). Subject to the Shareholder Approval, the Bonus Options shall be fully exercisable and vested upon the six month anniversary of the Effective Date. The exercise price of the Bonus Options will be equal to the fair market value of the Company’s common stock as reported on the Over the Counter Bulletin Board on the date this Agreement is executed by both parties.

5.3 Benefits: During the Employment Period, Moser will be entitled to participate in the Company's fringe benefit programs presently offered for senior management, or which may hereafter, during the Employment Period, be offered to its senior management and/or non-executive employees on a company wide basis (including group life insurance, group disability insurance, group medical and hospitalization plans, pension and profit sharing plans), subject to any eligibility requirements. All such fringe benefit programs shall be determined, and periodically modified, at the sole discretion of the Board.

5.4 Withholding: All compensation payable to Moser under this Agreement is stated in gross amounts and will be subject to all applicable withholding taxes, other normal payroll deductions, and any other amounts required by law to be withheld.

5.5 Vacation: Moser will be entitled to take 15 vacation days per annum in accordance with current Company vacation policy for senior management, as well as to take standard Company holidays.

5.6 Expenses: The Company, in accordance with its policies, shall pay or reimburse Moser for all reasonable and customary expenses (including travel and entertainment expenses) incurred by Moser during the Employment Period in connection with the performance of Moser's duties under this Agreement; provided that Moser shall provide the Company with an itemized account of such expenditures together with such vouchers and other receipts as the Company may request, in accordance with Company policy and Internal Revenue Service regulations.

5.7 Retirement Plan: Moser will be eligbile to join the Company’s retirement plan, if any, as defined within the Company’s policies, subject to any eligibility requirements.

5.8 Earned Options: Subject to the Shareholder Approval, the Company hereby grants to Moser options to purchase Ten Million Two Hundred Thousand (10,200,000) shares of the Company's common stock (“ Earned Options ”). Subject to the Shareholder Approval, commencing on the six month anniverary of the Effective Date, the Earned Options shall vest in installments of Three Hundred Forty Thousand (340,000) shares and thereafter on the first day of each month of the balance of the Employment Period provided Employee continues to perform services to Company under this Agreement (each installment may be referred to as an “Option Installment”). The exercise price of the Earned Options will be equal to the fair market value of the Company’s common stock as reported on the Over the Counter Bulletin Board on the date that this Agreement is executed by both parties. The Earned Options shall be exercisable for a period of ten years from the date of grant.

Restrictive Covenants: Moser agrees that his work for the Company will bring him into close contact with customers of the Company and with many confidential affairs of the Company not readily available to the public, and which the Employee acknowledges that the Company considers to be trade secrets. Moser further agrees that the technology market is highly competitive and worldwide in scope. In order to protect the confidential or proprietary information and trade secrets of the Company, its customers, and third parties with which the Company has entered into confidential agreements, and in consideration of employment and continued employment, the right to receive income and benefits therefore as set forth in this Agreement, the Company’s granting Moser access to such confidential or proprietary information and trade secrets, as well as allowing Moser wide access to become familiar with the Company's business and operations and for other good and valuable consideration, Moser agrees as follows:

6.1 Confidential and Proprietary Rights: Moser agrees that he will not at any time during his employment or after the termination of his employment with the Company directly or indirectly disclose to any person, firm, corporation, partnership, or other entity whatsoever (except the Company), or use, modify or adapt any trade secret or other confidential or proprietary information of the Company, including without limitation, information concerning the Company’s business, technology, finances, marketing, computerized payroll, accounting and information business, personnel and/or employee leasing business of the Company and its subsidiaries, information relating to any customer of the Company, or any other nonpublic business information of the Company and/or its subsidiaries learned as a consequence of Employee’s employment with the Company or to which he has access, (collectively referred to as the “ Proprietary Information ”) except for information available publicly or from other non-confidential sources or to the extent it is otherwise required to be disclosed by law or any legal process. Such Proprietary Information includes, without limitation (a) information not generally known to the public and proprietary to the Company, (b) information which Moser has a reasonable basis to believe is confidential or proprietary information or trade secrets of the Company, or (c) information which Moser has a reasonable basis to believe the Company treats as confidential or proprietary information or trade secrets. In addition, the prohibition on disclosing such confidential information shall not include that which Moser must disclose to the Company’s lawyers, accountants and other professionals that require disclosure of such information in order to perform the services for which they are engaged in the course of Moser’s role as President of the Company and which persons will hold such information in substantial compliance with this Section. The provisions of this Section 6 shall apply with equal force to any confidential information of any third party with respect to which the Company has signed a confidentiality agreement. The Employee acknowledges that Proprietary Information, as it may exist from time to time, is a valuable and unique asset of the Company, and that disclosure of any such information would cause substantial injury to the Company. If Employee is requested or required (by oral questions, interrogatories, requests for information or document subpoenas, civil investigative demands, or similar process) to disclose any Proprietary Information, Employee shall, unless prohibited by law, promptly notify the Company of such request(s) so that the Company may seek an appropriate protective order.

6.3 Non-Competition and Non-Solicitation: In the event of any termination of Employee’s employment with the Company at any time, Employee agrees that he will not, for a period of six months following such termination, directly or indirectly, enter into or become associated with or engage in any other business (whether as a partner, officer, director, shareholder, employee, consultant, or otherwise), which business is primarily involved in the manufacture, development and/or distribution of sensors or is otherwise engaged in the same or similar business as the Company in direct competition with the Company, or which the Company was in the process of developing during the term of Employee’s employment with the Company and such development is based on actual or demonstrative anticipated research (collectively, a “ Competitive Business ”). Notwithstanding the foregoing, (x) the ownership by Employee of less than five percent of the shares of any publicly held corporation shall not violate the provisions of this paragraph, and (y) the Employee shall not be required to comply with any provision of this paragraph following termination of this Agreement if the amounts that are required to be paid to Employee after such termination are not timely paid. In furtherance of the foregoing, Employee shall not during the aforesaid period of non-competition, directly or indirectly, in connection with any Competitive Business, solicit any customer or employee of the Company who was a customer or employee of the Company within one year of the Termination Date.

6.4 Return of Documents and Property: Upon termination of employment or sooner if requested by the Company, Moser shall forthwith either destroy or deliver to the Company all copies and original documents and any other material and property of the Company of any kind acquired or coming to the knowledge or possession of Moser in connection with or as a result of Moser’s employment and that relate in any way to the business of the Company, including without limitation, and in any medium, literature, data, plans, designs, specifications, price information, customer information, supplier information, marketing information, business plans, financial information, memorandums, correspondence, notes and records.

Remedies: Moser agrees that a violation of the covenants set forth in Sections 6.1 through 6.4, or any provision thereof, could cause irreparable injury to the Company and that, in addition to other remedies available to the Company, the Company shall be entitled to injunctive or other equitable relief in case of any such violation or threatened violation. The remedies set forth in this Section 7 shall be in addition to, rather than in lieu of, any other rights and remedies the Company may have at law or in equity.

(c) Unauthorized Settlements . To indemnify the Employee under this Agreement for any amounts paid in settlement of a proceeding unless the Company consents to such settlement; or

9.	Survival: The provisions of Sections 6 and 7 shall survive the termination of this Agreement for any reason, for the duration specified therein.

10.

Revision: If any provisions of this Agreement as applied to any circumstances shall be adjudged by an arbitrator or a court of competent jurisdiction to be invalid or unenforceable, the same shall in no way affect any other provision in any other circumstances, or the validity or enforceability of this Agreement. The Company and Moser intend this Agreement and the provisions of Sections 6 and 7 to be enforced as written.

11.

Severability: However, if any provision, or any part thereof, is held to be unenforceable because of its scope or the duration of such provision or the area covered thereby, the Company and Moser agree that the court or arbitrator making such determination shall have the power to reduce the scope, duration and/or area of such provision, and/or to delete specific words or phrases and in its reduced form such provision shall then be enforceable and shall be enforced.

12.

Entire Agreement: This Agreement embodies the entire understanding between the Company and Moser, and supersedes all prior understandings and discussions, whether oral or written. It may not be changed orally, but only by an amendment in writing signed by both parties.

13.

Waiver: The waiver by the Company of a breach of any provision of this Agreement by Moser shall not operate or be construed as a waiver of any subsequent breach by Moser. The waiver by Moser of a breach of any provision of this Agreement by the Company shall not operate or be construed as a waiver of any subsequent breach by the Company.

14.

15.

Binding Effect; Non-Assignment: This Agreement and the rights and obligations of the Company hereunder shall inure to the benefit of and shall be binding upon the Company and any companies or other entities controlling, controlled by, or under common control with the Company, and upon successors and assigns of any such company. Neither this Agreement nor any of Moser’s rights or obligations the Company or shall be transferable or assignable by Moser or any person claiming any such benefit through him, but they shall inure to the benefit of and shall be binding upon his executors, administrators, personal representatives, heirs, and legatees.

16.

17.

If to the Company:	NanoSensors, Inc.
	1800 Wyatt Dr., Suite # 2
	Santa Clara, CA 95054

If to Employee:	To the place set forth on page 1 of this Agreement.

18.

Counterparts: This Agreement may be executed by facsimile transmission in one or more counterparts, each of which shall be deemed an original and which together shall constitute one instrument.

19.

Material Actions: If the Company becomes a party to any material action or proceeding during the term of this Agreement, the Company agrees to notify Moser on a timely basis of any material action or proceeding.

20.

Separate Counsel: Moser has been advised and encouraged by the Company to consult with an attorney of his choosing.

Remainder of page intentionally left blank. Signature page follows.

Signature Page to Employment Agreement

between NanoSensors, Inc. And Joshua Moser

IN WITNESS WHEREOF , the Company has caused this Agreement to be executed by its duly authorized officer and Moser has hereunto set his hand, all as of the day and year first above written.

NanoSensors, Inc.		Joshua Moser


By:	/s/ Ted Wong	/s/ Joshua Moser
	Ted Wong,	Joshua Moser
	Chief Executive Officer

NANOSENSORS, INC.

FOR RELEASE TUESDAY, AUGUST 8, 2006 AT 4:00 PM EAST COAST TIME

NanoSensors Enters Into Employment Agreements

With Dr. Ted Wong and Mr. Joshua Moser

Santa Clara, California, August 8, 2006 - NanoSensors Inc. (OTCBB: NNSR.OB), a nanotechnology development company that develops instruments and sensors to detect explosives, chemical and biological agents announced today that it has entered into three-year employment agreements with Dr. Ted Wong, its Chief Executive Officer and Joshua Moser, its newly appointed Vice President - Chief Operating Officer.

Dr. Wong is a founder and the CEO of the Company and Mr. Moser has been engaged as a consultant to the Company since November 2005. During this time Dr. Wong and Mr. Moser developed a new business plan for the Company and worked closely on closing the Company’s recent private placement.

“By entering into these agreements, the Company has decided to give our two key people a strong vote of confidence and to endorse their plans to aggressively pursue key technology licenses and business developments” said Robert Baron, the member of the Company’s Board of Directors who was responsible for negotiating these agreements on the Company’s behalf. “We feel that the compensation packages provided for by these agreements fairly reward these two individuals for their efforts to date as well as properly incentives them to execute on the Company’s business plan” added Mr. Baron.

Dr. Wong is a founder of the Company and has been its Chief Executive Officer and a director since its inception in December 2003. Dr. Wong has over thirty years of U.S. and international business experience spanning the operational functions of research and development, sales, finance, and general business. Dr. Wong holds a B.S. and a Ph.D. in Chemical Engineering from the University of Utah.

Mr. Moser has extensive experience in finance, restructuring and operating troubled companies and managing assets in the technology, manufacturing and service industries. Prior to working with NanoSensors, from September 1999 to October 2000, Mr. Moser was the Director of Business Development at GCN, Inc., an online market research company. From October 2000 to September 2002, Mr. Moser was a research analyst at Tufan, Inc., where he analyzed and managed investments in privately-held software, semiconductor and technology service companies. From September 2002 through February 2005, Mr. Moser was employed as a Vice President with Sherwood Partners, Inc., a business and financial advisory consulting firm that assists commercial lending institutions and venture capital firms in managing and structuring corporate turnarounds. Thereafter, Mr. Moser has been providing management consulting services, including serving as Interim Chief Financial Officer at Chuckwalla, Inc., a privately-held software company. Mr. Moser is 35 years of age and graduated from Denison University in 1994 with a B.A. in History.

About NanoSensors, Inc.

NanoSensors, Inc. ( www.nanosensorsinc.net ) was incorporated in December, 2003 and is a nanotechnology development company based in Santa Clara, California. The Company's principal business is the development, manufacturing and marketing of sensors and instruments to detect explosive (X), chemical (C) and biological (B) agents ("XCB"), along with the management of intellectual property derived there from that will enable NanoSensors to create nanoscale devices.

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbors created thereby. These forward-looking statements involve known and unknown risks, uncertainties and other facts that could cause the actual future results of the Company to be materially different from such forward looking statements. These forward-looking statements are made only as of the date hereof, and we disclaim any obligation to update or revise the information contained in any such forward-looking statements, whether as a result of new information, future events or otherwise.

CONTACT

Dr. Ted Wong, CEO

(408) 855-0051

tlwongusa@yahoo.com