8-K

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): September 9, 2007

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.)

1475 Veterans Blvd.

Redwood City, CA 94063

(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))

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Item 1.01	Entry into Material Definitive Agreement
	On September 9, 2007, NanoSensors, Inc. entered into a separation agreement with Ted L. Wong, its Chief Executive Officer, President, Chief Financial Officer and Chairman of its board of directors. Pursuant to the separation agreement, Mr. Wong agreed to resign from all positions with NanoSensors, including as a member of the board of directors effective as of August 31, 2007. Pursuant to the separation agreement, NanoSensors agreed to pay or provide him with the following: (a) a severance payment equal to six months of his base salary, which amount shall equal $72,000, payable in accordance with our regularly scheduled pay dates for employees, (b) an additional amount of $5,125 for unused vacation benefits, (c) a restricted stock award of 1,364,629 shares of common stock under our 2006 Equity Incentive Plan, and (d) the accelerated vesting of all options granted to him under our 2006 Equity Compensation Plan, along with the continuation of the exercise period for the duration of the original term of such options. In consideration of the foregoing, Mr. Wong provided NanoSensors with a general release and agreed to comply with the restrictive covenants of his employment agreement with us (dated August 3, 2006), subject to a modification of the covenant against competition. However, in the event NanoSensors elects to commence an action against Mr. Wong, he will thereafter have the option to repay the severance amounts provided him and void the general release.
Item 1.02	Termination of Material Definitive Agreement
	As described in Item 1.01 of this Current Report, NanoSensors, Inc. has entered into a Separation Agreement with Mr. Ted L. Wong, its Chief Executive Officer, President, Chief Financial Officer and Chairman of the board of directors, dated as of September 9, 2007, resulting in the termination of his employment agreement, dated August 3, 2006. To the extent required by Item 1.02 of Form 8-K, the information contained or incorporated by reference in Item 1.01 and Item 5.02 of this Current Report regarding Mr. Wong is incorporated by reference in this Item 1.02. In addition, in connection with the matters described in Item 8.01 of this Current Report, our board of directors has determined to terminate the company’s technical advisory board, license agreements with Michigan State University and Pohang University and certain other consulting agreements. We provided notice of termination to our consultants and licensors on September 12, 2007 and these agreements will terminate at various dates between 60 and 360 days from the date of the notice, in accordance with the terms of such agreements. We may incur additional expenses under these terminated agreements for our monthly obligations as provided for in such agreements for the period commencing upon the date the notice of termination was provided and the actual effective date of termination. We entered into a technology license agreement with Michigan State University effective as of August 21, 2006. Pursuant to this license agreement, we were granted the exclusive world-wide right, subject to certain contractually-defined limitations, to use the licensed technology and rights for commercial purposes in the field of use of detecting certain selected bacteria. We agreed to pay the licensor an up-front cash license fee and royalties based on a percentage of the adjusted gross sales derived from commercial applications of the licensed technologies. Commencing in 2008 and for the duration of the term of the agreement, we would have been obligated to pay the licensor an annual minimum fee. We entered into a technology license agreement with Pohang University of Science and Technology effective as of September 11, 2006. Pursuant to this license agreement, we were granted the exclusive world-wide right, subject to certain contractually-defined limitations, to use the licensed technology and rights for commercial purposes in the field of use of detecting targeted agents for Homeland Security and Environmental Protection Agency applications. The licensed technology and rights related to the development of carbon nanotube sensor platforms. We agreed to pay the licensor an up-front cash license fee royalties based on a percentage of the adjusted gross sales derived from commercial applications of the licensed technologies. Commencing in 2008 and for the duration of the term of the agreement, we would have been obligated to pay the licensor an annual minimum fee. On July 12, 2006, we announced that we established a Technical Advisory Board that consists of five experts in the nanotechnology industry. We formed the advisory board to assist us in identifying patented or patent-pending technologies at universities and government laboratories. Each of the advisory board members also entered into separate two-year consulting agreements with us pursuant to which we agreed to pay each of these individuals a monthly retainer of $1,500 and granted them warrants to purchase 1,000,000 shares of our common stock, which warrants are exercisable at a price of $0.06 per share. On September 12, 2007, we dissolved the Technical Advisory Board and notified each of these consultants of this decision and notified them of our decision to terminate the consulting agreements.

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Item 3.02	Unregistered Sales of Equity Securities.
	Pursuant to the separation agreement we entered into with Mr. Wong, we granted him a restricted stock award of 1,364,629shares of common stock under our 2006 Equity Incentive Plan. In addition, in connection with our appointment of Robert Baron as our interim Chief Executive Officer and President, we granted him a restricted stock award of 3,731,343 shares of common stock under our 2006 Equity Incentive Plan. The issuance of these securities was exempt from registration under the Securities Act of 1933, as amended, under Section 4(2) and the securities were issued without any form of general solicitation or general advertising.
Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
	On September 9, 2007, we entered into a separation agreement with Ted L. Wong, our Chief Executive Officer, President, Chief Financial Officer and Chairman of our its board of directors. To the extent required by Item 5.02 of Form 8-K, the information contained or incorporated by reference in Item 1.01 of this Current Report regarding Mr. Wong is incorporated by reference in this Item 5.02. In addition, in light of the departure of Mr. Wong from our company, we appointed Robert A. Baron, a director, to serve as our interim Chief Executive Officer and President and Chairman of our board of directors and also appointed Josh Moser, our Chief Operating Officer to also serve as our interim Chief Financial Officer. Although we have not entered into a written agreement with Mr. Baron, we have agreed to provide Mr. Baron with additional compensation in consideration of his agreement to serve in these capacities. Specifically, we agreed to pay Mr. Baron a salary at the rate of $15,000 per annum during his service in this capacity. In addition, we granted Mr. Baron a restricted stock award of 3,731,343 shares of common stock under our 2006 Equity Incentive Plan. These shares were granted as fully vested and are not subject to forfeiture upon the termination of his employment. Mr. Moser will assume the additional responsibilities as our interim Chief Financial Officer without any modifications to his current employment arrangement.
Item 7.01	Regulation FD Disclosure
	On September 13, 2007, NanoSensors issued a press release regarding certain of the events described in this Current Report. A copy of the press release is attached as Exhibit 99.1. Exhibit 99.1 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.
Item 8.01	Other Events
	On September 12, 2007 our board of directors decided that it was in the best interests of our shareholders to terminate our current business operations and to position the company as a shell company and to utilize our corporate assets as a vehicle for the acquisition of an operating business. We do not have any specific merger, stock exchange, asset acquisition, reorganization or other business combination under consideration or contemplation and other than two initial, exploratory conversations, we have not, nor has anyone on our behalf, contacted any potential target business or had any other discussions, formal or otherwise, with respect to such a transaction. We will not be limited to any particular industry or geographic location in our efforts to identify prospective target businesses. In connection with this determination, the board authorized management to negotiate and execute the separation agreement with Dr. Wong, dissolve the Technical Advisory Board and to terminate the company’s consulting and license agreements related to its historic operations. In addition, on September 7, 2007, we agreed to assign the lease to our office located at 1800 Wyatt Drive, No. 2, Santa Clara, California to Dr. Wong and to sublease a less expensive office located at 1475 Veterans Boulevard, Redwood City, California. The effective date for these transactions is as of September 1, 2007.

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Item 9.01	Financial Statements and Exhibits.
(d)	Exhibit Number	Exhibit Title or Description
	10.1	Separation Agreement between NanoSensors, Inc. and Ted L. Wong
	99.1	Press Release dated September 13, 2007

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SIGNATURE

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

NANOSENSORS, INC.

By: /s/ Robert Baron

Name: Robert Baron

Title:   Chief Executive Officer

Date: September 13, 2007

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EXHIBIT INDEX

Exhibit Number	Description
10.1	Separation Agreement between NanoSensors, Inc. and Ted L. Wong
99.1	Press Release dated September 13, 2007

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EX-10.1

Exhibit 10.1

AGREEMENT AND RELEASE

CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT AND RELEASE. BY SIGNING THIS AGREEMENT AND RELEASE, YOU GIVE UP AND WAIVE IMPORTANT LEGAL RIGHTS.

This is an agreement and release (the “Agreement”) between NanoSensors, Inc., its stockholders (solely in their capacity as stockholders of NanoSensors, Inc.), affiliates, divisions, successors and assigns, their respective past and present officers, directors, employees, agents, attorneys, whether as individuals or in their official capacity, and each of their respective successors and assigns (hereinafter collectively referred to as “NanoSensors” or the “Company”) and by his own free will, Ted L. Wong (“Wong” or “Employee”). As used herein, the term “Execution Date” shall mean the later of the two dates on which this Agreement has been executed by Employee and NanoSensors, as specified on the signature page of this Agreement.

WHEREAS, Wong has been an employee of NanoSensors and has served as its Chief Executive Officer, President and Chief Financial Officer, and

WHEREAS, Wong has been employed pursuant to a written employment agreement dated as of August 3, 2006 (the “Employment Agreement”); and

WHEREAS, Employee and NanoSensors each desire an amicable cessation of the employment relationship,

NOW, THEREFORE, in consideration of the covenants and promises contained herein and for other good and valuable consideration, receipt of which is hereby acknowledged, Employee and NanoSensors (who hereinafter collectively may be referred to as the “Parties”) hereby agree as follows:

1.Termination of Employment; Resignation from Board: Employee acknowledges and agrees that effective the close of business on August 31, 2007 (the “Termination Date”), Employee’s employment in all capacities with the Company is terminated and the Employment Agreement is terminated effective as of the Termination Date. Further, effective on the Termination Date, Employee hereby resigns as Chairman of the Board of Directors of the Company.

2.Severance Payment: In consideration for Employee’s execution of this Agreement, and in consideration for the release of claims against NanoSensors, the Company will pay or provide to Employee the following:

a.Solely for the purpose of determining the benefits under Section 2.3 of the Employment Agreement, Employee’s termination shall be deemed a termination without cause within the contemplation of such section of the Employment Agreement.

b.An aggregate amount of Seventy-Two Thousand and 00/100 ($72,000.00) Dollars (the “Severance Payment”), payable in equal and consecutive and monthly installments over a period of six months on each of the Company’s regular pay dates for executives, commencing on the first regular executive pay date following the Termination Date, but in no event prior to the expiration of the seven-day revocation period (the “Revocation Period”) described on the signature page of this Agreement.

c.In accordance with Section 5.9 of the Employment Agreement, the conditions to the vesting of any unvested and outstanding stock options granted to the Employee under any of the Company’s stock option plans, shall be deemed fully satisfied and all such incentive awards shall be immediately and fully vested as of the Termination Date. In addition, the terms of all outstanding stock options held by Employee as of the Termination Date shall be deemed amended to provide that the awards shall remain exercisable for a period of two years following the Termination Date. Attached as Exhibit “A” is a list of options covered by this provision.

d.In further consideration of Employee’s services to the Company during the term of the Employment Agreement, the Company agrees to issue to Employee such number of shares of the Company’s common stock with a fair market value equal to $6,250 on the Termination Date. The Company shall cause such additional shares of common stock to be issued to the Employee (to the address specified in Section 25 of this Agreement) on the first business day following the expiration of the Revocation Period. No other bonus or additional amount shall be due or owing by the Company to Employee. As used herein, the term “fair market value” shall mean the average of the closing price of the Company’s common stock as reported on the OTC Bulletin Board for the five (5) trading days prior to the date of determination of fair market value.

e.The Company agrees that Employee shall be entitled to retain the following items of company property which currently in the Company’s leased premises located at 1800 Wyatt Drive, Suite # 2, Santa Clara, California: one laptop computer, telephone hardware, printer, facsimile machine and the furniture and filing cabinets presently located on the premises. Company will allow Employee to retain the laptop computer after the Termination Date only upon the Company’s satisfaction that Employee has deleted and permanently purged all Company related files and data from such laptop computer (Employee agrees that the Company reserves the right to inspect such laptop computer to ensure compliance with this requirement).Other than the foregoing, Employee shall comply with the provisions of Section 21 of this Agreement and return to the Company all other Company property in his possession or custody or under his control.

f.Employee agrees and acknowledges that the Company’s payment of the compensation described in Sections 2(a) - 2(e) of this Agreement is in lieu of all other compensation to which Employee may have been entitled pursuant to the Employment Agreement.

3.Benefits: On the first regular executive pay date following the Termination Date, the Company shall pay the Employee an amount of Five Thousand One Hundred Twenty Five and 00/100 ($5,125). Dollars for unused vacation time in accordance with the Company’s current policy. Except as provided in the immediately preceding sentence, effective as of the Termination Date, (i) the Company shall have no obligation to continue Employee’s enrollment or participation in any benefit plans or programs and (ii) Employee shall not be entitled to participate in any Company benefit programs, receive any amounts under any Company benefit programs or otherwise receive any further benefits.

4.Expense Reimbursement: To the extent Employee has unreimbursed business expenses, incurred through the Termination Date, Employee must promptly submit the expenses with all appropriate documentation; those expenses which meet the Company’s guidelines will be reimbursed. Any expense account that Employee has with the Company terminates effective on the Termination Date, and any expenses already incurred will be reviewed and processed in accordance with the policies and procedures of the Company. No new expenses may be incurred after the Termination Date. Employee agrees to promptly pay any outstanding balance on these accounts that represent non-reimbursable expenses. Company will pay accepted expenses within twenty (20) business days from the Termination Date, in accordance with the Company’s expense reimbursement guidelines existing as of the Execution Date.

Employee hereby represents that (i) he has not incurred any reimbursable expenses subsequent to the Termination Date and (ii) as of the Termination Date he has provided the Company with appropriately detailed reports covering all reimbursable expenditures incurred up to the Termination Date.

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5.No Admission: Employee understands that this Agreement does not constitute an admission by the Company of any liability, error or omission, including without limitation, any: (a) violation of any statute, law, or regulation; (b) breach of contract, actual or implied; or (c) commission of any tort.

6.Acknowledgement: Employee acknowledges that the consideration provided in this Agreement under Sections 2(a), 2(d) and 2(e) exceed that to which Employee would otherwise be entitled under the normal operation of any benefit plan, policy or procedure of the Company or under any previous agreement (written or oral) between the Parties. Employee further acknowledges that the agreement by NanoSensors to provide the Severance Payment and the consideration pursuant to this Agreement beyond Employee’s entitlement is conditioned upon Employee’s release of all claims against NanoSensors and Employee’s compliance with all the terms and conditions of this Agreement.

7.No Other Payments: The Parties agree that, except as provided for herein, there shall be no other payments or benefits payable to Employee, including but not limited to, salary, bonuses, fees, commissions and/or other payments.

8.Arbitration:

a.The Parties specifically, knowingly and voluntarily agree to arbitrate any claim, controversy or dispute which has arisen or should arise in connection with Employee’s employment, the cessation of Employee’s employment, or in any way related to the terms of this Agreement. The Parties agree to arbitrate any and all such controversies, disputes, and claims before a single arbitrator in the State of California in accordance with the Rules of the American Arbitration Association. The arbitrator shall be selected by the Association and shall be an attorney-at-law experienced in the field of corporate law and admitted to practice in the State of California. The arbitration shall occur in the Association’s office closes to the Company’s headquarters. In the course of any arbitration pursuant to this Agreement, the Parties agree (i) to request that a written award be issued by the arbitrator and (ii) that each side is entitled to receive any and all relief it would be entitled to receive in a court proceeding. The Parties knowingly and voluntarily agree to enter into this arbitration clause and, except for claims contemplated in Section 8(b) below, waive any rights that might otherwise exist to request a jury trial or other court proceeding. This paragraph is intended to be both a post-dispute and pre-dispute arbitration clause. Any judgment upon any arbitration award may be entered in any court, federal or state, having competent jurisdiction of the Parties. The Parties’ agreement to arbitrate disputes includes, but is not limited to, any claims of unlawful discrimination and/or unlawful harassment under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act 1967, as amended, the Americans with Disabilities Act, and any other federal, state or local law relating to discrimination in employment and any claims relating to wage and hour claims and any other statutory or common law claims.

b.Notwithstanding the foregoing, Employee acknowledges and agrees that the breach by Employee of the non-disparagement, confidentiality, non-competition, assignment or cooperation obligations (as provided by Sections 9 - 15 and 20 of this Agreement) will cause the Company irreparable injury not compensable by money damages and therefore, the Company will not have an adequate remedy at law. Accordingly, the Company may commence a proceeding for equitable relief in any court of competent jurisdiction to enforce such rights. If the Company institutes an action or proceeding to enforce such obligations, it shall be entitled to injunctive or other equitable relief to prevent or curtail any such breach, threatened or actual.

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9.Confidential Treatment: Employee and NanoSensors agree that the terms and existence of this Agreement are and shall remain confidential and agrees not to disclose any terms or provisions of this Agreement, or to talk or write about the negotiation, execution or implementation of this Agreement, without the prior written consent of the other, except (a) as required by law or by regulatory authorities, including as may be required under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder; (b) as required within NanoSensors to process this Agreement; or (c) in connection with any arbitration or litigation arising out of this Agreement. Anything herein to the contrary notwithstanding, Employee may disclose the terms of this Agreement to Employee’s immediate family, accountant or attorney, provided they are made aware of and agree to the confidentiality provisions.

10.Proprietary Information: Employee further acknowledges and agrees that the provisions of Section 6.1 of the Employment Agreement (“Confidential and Proprietary Rights”) shall remain in full force and effect and acknowledges his obligations thereunder not to, without limitation, disclose or use the Company’s Proprietary Information, as such term is defined in Section 6.1 of the Employment Agreement.

11.Restrictive Covenants: Employee agrees and acknowledges that the restrictive covenants set forth in Section 6.3 of the Employment Agreement remain in full force and effect and the twelve-month restrictive period contemplated by such section shall commence on the Termination Date. Further, in addition to the provisions of Section 6.3, Employee agrees that in consideration for the payments and other consideration provided in this Agreement, Employee will not, during the period of non-competition referred to in Section 6.3 of the Employment Agreement, either directly or indirectly, solicit any person or entity who is retained by the Company as a consultant or advisor (or who was so retained by the Company within six months of the Termination Date) in connection with any Competitive Business. As used herein the term “Competitive Business” shall mean the manufacture, development and/or distribution of sensor devices to detect e. coli and salmonella. The Company agrees that the foregoing definition of the term “Competitive Business” shall supersede the definition of such term as provided in Section 6.3 of the Employment Agreement.

12.Assignment of Work Product: Employee further acknowledges and agrees that the provisions of Section 6.2 of the Employment Agreement (“Assignment of Inventions”) shall remain in full force and effect and Employee acknowledges, and hereby reaffirms his agreement to perform, his obligations thereunder.

13.No Disparagement: Employee agrees that commencing on the Execution Date and for a period of three years thereafter, Employee shall not make any negative or derogatory statements in verbal, written, electronic or any other form about the Company, or its officers, employees and directors 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. The Company agrees not to issue, and will advise its executive officers and directors not to make, any negative or derogatory statements in verbal, written, electronic or any other form about Employee during the three-year period described in the first sentence of this paragraph.

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14.Litigation:

a.Employee shall cooperate fully with the Company in the prosecution or defense, as the case may be, of any and all actions, governmental inquiries or other legal or regulatory proceedings in which Employee’s assistance may be reasonably requested by the Company. Reasonable expenses arising from the cooperation will be advanced or reimbursed within the Company’s guidelines. Consistent with the Company’s Certificate of Incorporation and By-Laws, each as amended to date, the Company will hold harmless and indemnify Employee from and against any expenses (including attorneys’ fees), fines, judgments and amounts paid in settlement arising from any claim, suit or other action against Employee by any third party, on account of any action or inaction by Employee taken or omitted to be taken by Employee on behalf of NanoSensors during the course of his employment, up to the Termination Date, provided that such action or inaction by Employee was within the scope of Employee’s employment, consistent with the Company’s policies and procedures and not within any of the applicable exceptions set forth in Section 8 of the Employment Agreement. In accordance with Section 8 of the Employment Agreement, the Company further agrees to use commercially reasonable efforts to maintain such insurance, including, but not limited to, directors’ and officers’ liability insurance, and liability insurance, as is necessary and reasonable to protect the Employee from any and all claims arising from or in connection with his employment by the Company for a period of six (6) years after the Termination Date.

b.Except if required by applicable law, Employee agrees that he will not provide support or assistance, directly or indirectly, to any individual, corporation, or other non-governmental entity in connection with any claim, action, suit or proceeding involving the Company or any of its affiliates unless required to do so by law (in which case Employee agrees to promptly notify the Company of such legal requirement).

c.Employee acknowledges that he has advised the Company completely and candidly of all facts of which he is aware that may give rise to legal matters.

15.References: Employee shall direct all requests for references to be forwarded in writing to the Company, attention: Office of the President. The Company will state in response to such inquiries your dates of employment and positions held. The Company shall not be responsible for responses to reference requests sought or obtained other than under the procedures set forth in this paragraph. The Company shall direct employees authorized to make communications concerning Employee not to convey negative or derogatory statements regarding Employee if contacted for a reference.

16.Release of Claims:

a.Release. Employee has executed the General Release appended as Exhibit B to this Agreement, which General Release is hereby incorporated into this Agreement by reference.

b.Employee Right. Employee and Company hereby agree that solely in the event the Company commences a legal proceeding against Employee, Employee shall have the option to void the General Release appended to this Agreement, subject to the condition precedent that he repays to the Company all amounts paid by the Company to the Employee pursuant to Section 2 of this Agreement (the “Repayment Amount”). In the event the Employee elects to exercise this option and deliver the Repayment Amount to the Company, the General Release contemplated in Section 16(a) hereof and appended as Exhibit B to this Agreement shall be deemed void and unenforceable, effective upon the Company’s receipt of the Repayment Amount in immediately available U.S. funds. Notwithstanding the foregoing, the right granted to Employee pursuant to this Section 16(b) shall not be exercisable with respect to any: (i) any rights, remedies, or claims Company may have in enforcing the terms of this Agreement or (ii) claim (including counterclaims) that the Company may have in an action or proceeding commenced by the Employee that is excluded from the scope of the General Release.

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c.Waiver of Civil Code Section 1542. Employee represents, warrants, and agrees that it has been informed of, has read, is familiar with, understands, and does hereby expressly waive all rights that it has or may have under Section 1542 of the California Civil Code and all other similar rights in other states or territories of the United States of America, or any other jurisdiction, as said Section may apply to the releases in this Agreement only. Said Section 1542 provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

17.Governing Law: This Agreement shall be deemed to have been made within the State of California, and shall be interpreted and construed and enforced in accordance with the laws of the State of California without regard to its conflicts of law provision.

18.Right to Review: Employee is hereby advised of Employee’s rights to review this Agreement with counsel of Employee’s choice. Employee has had the opportunity to consult with an attorney and/or other advisor of Employee’s choosing before signing the Agreement, and was given a period of twenty-one (21) days to consider the Agreement. Employee is permitted, at his discretion, to return the Agreement prior to the expiration of this twenty-one (21) day period. Employee acknowledges that in signing this Agreement, Employee has relied only on the promises written in this Agreement, and not on any other promise made by the Company or any other entity or person.

19.No Claims: Employee represents that Employee has not filed any complaints, charges or claims against NanoSensors with any local, State, or Federal agency or court, or with any other forum. Employee represents and warrants that he is the sole and lawful owner of all rights, titles and interest in and to every claim and other matters which he releases herein, and that no other person, individual, or entity has received any assignment or other right of substitution or subrogation to any matters relating to or arising out of any such claim.

20.Company Representation: The Company acknowledges that it has advised Employee completely and candidly of all facts of which it is aware that may give rise to legal matters. The Company is not aware of any claims or any facts giving rise to a claim against the Employee by the Company, nor does the Company have any present intention, based on its current awareness, to make any claim against Employee. Nothing herein however shall be construed as a waiver or release by the Company to pursue any legal or equitable remedy it may have against Employee under any statute, contract or applicable law.

21.Return of Property: Except as specified in Section 2(e) of this Agreement, on or before the Termination Date, Employee shall return any Company property in his possession or custody or under his control, no matter where located including, but not limited to, I.D. or security cards, corporate credit card, keys, computer disks, equipment, furniture, computers, peripherals and other electronic devices, and any written or electronic material prepared or received during his employment with the Company, including without limitation, memoranda, reports, files, correspondence, manuals, notes, specifications, data, whether existing in hard copy or other media.

22.Performance of Agreement: In the event Employee materially breaches this Agreement, Employee agrees to forfeit the entire consideration given for this release and to pay the Company any actual damages caused by Employee’s breach. In the event the Company materially breaches this Agreement, all amounts due hereunder will be accelerated and become due immediately.

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23.Severability: If any provision of this Agreement, or any part thereof, is held to be invalid or unenforceable because of the scope or duration of or the area covered by such provision, the Parties agree that the court or other appropriate decision-making authority making such determination shall reduce the scope, duration and/or area of such provision (and shall substitute appropriate provisions for any such invalid or unenforceable provisions) in order to make such provision enforceable to the fullest extent permitted by law and/or shall delete specific words and phrases, and such modified provision shall then be enforceable and shall be enforced. In the event that any court or other appropriate decision-making authority determines that the time period or the area, or both, are unreasonable and that any of the covenants is to that extent invalid or unenforceable, the Parties hereto agree that such covenants will remain in full force and effect, first, for the greatest time period, and second, in the greatest geographical area that would not render them unenforceable. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall nonetheless survive and be enforced to the fullest extent permitted by law.

24.Separate Counsel: The Parties acknowledge that NanoSensors has been represented in this transaction by Becker & Poliakoff, LLP. Employee hereby expressly acknowledges that he has been advised that he has not been represented by the Company’s attorneys in this matter and that Employee has been advised and urged to seek separate legal counsel for advice in this matter.

25.Notices: Any notices hereunder shall be sent to the Company and to Employee at their respective addresses set forth below. Any notice shall be given by certified mail, return receipt requested, postage prepaid, overnight courier or personal delivery. Notices shall be deemed to have been given when deposited in the United States mail or delivered to a nationally-recognized courier service. Either Party may designate any other address to which notice shall be given, by giving written notice to the other of such change of address in the manner herein provided.

If to the Company:   NanoSensors, Inc. 1800 Wyatt Drive, Suite 2 Santa Clara, CA 95054 Attention: Chief Executive Officer If to Employee:   Ted L. Wong c/o Ray L. Wong, Esq. Duane Morris, LLP One Market, Spear Tower, Suite 2000 San Francisco, CA 94105-1104

26.Entire Agreement; Modifications: Except as otherwise expressly provided herein, this Agreement and Release, together with the General Release constitute the entire agreement between the Parties and supersede any and all prior agreements, whether written or oral. This Agreement may not be modified or changed, except in a written agreement signed by both Parties. The failure of either party at any time to require performance by the other party of any provision hereof shall in no way affect the full right to require such performance at any time thereafter. Nor shall the waiver by either party of a breach of any provision hereof constitute a waiver of any succeeding breach of the same or any other such provision nor constitute a waiver of the provision itself. The Agreement may be executed in multiple counterparts, each of which shall be considered an original but all of which shall constitute one agreement.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set forth below.

I have read this Agreement, and I understand all of its terms. I enter into and sign this Agreement knowingly and voluntarily with full knowledge of what it means. I understand that I have twenty-one (21) days to consider this Agreement and return it to NANOSENSORS. I also understand that I have seven (7) days to revoke this Agreement in writing after I sign it. I understand that a revocation will become effective only if I furnish NANOSENSORS with written notice, within such seven (7) day period. This Agreement will not become effective or enforceable until NANOSENSORS’s receipt back of Employee’s executed Agreement and the expiration of the seven day revocation period.

Employee: /s/ Ted L. Wong Ted L. Wong	NanoSensors, Inc.: By: /s/ Robert Baron Name: Robert Baron Title: Authorized Representative
Date: September 6, 2007	Date: September 9, 2007

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Exhibit A

Original Issuance Date:	Number:	Exercise Price:	Expiration Date:
December 13, 2006	5,000,000	$0.049	August 13, 2016
December 13, 2006	13,000,000	$0.049	August 13, 2016
TOTAL OPTIONS	18,000,000
Vesting: All of the above options will become fully vested on the Termination Date

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EXHIBIT B

CONSULT WITH AN ATTORNEY BEFORE SIGNING GENERAL RELEASE. BY SIGNING THIS GENERAL RELEASE, YOU GIVE UP AND WAIVE IMPORTANT LEGAL RIGHTS.

GENERAL RELEASE

I, Ted L. Wong, understand and, of my own free will, enter into this General Release.

 

In consideration of the payments, benefits, agreements, and other consideration to be provided by NanoSensors, Inc. (“NanoSensors”) as described in the agreement of which this General Release is a part (such agreement, this General Release, together, the “Agreement”), Ted L. Wong, for himself and for his heirs, executors, administrators, and their respective successors and assigns (collectively, “Employee”), HEREBY RELEASES AND FOREVER DISCHARGES, to the maximum extent permitted by law, NanoSensors, Inc., its stockholders (solely in their capacity as stockholders of NanoSensors), subsidiaries, affiliates, divisions, successors and assigns, their respective current and former officers, directors, employees, agents, attorneys, whether as individuals or in their official capacity, and each of their respective successors and assigns (hereinafter collectively referred to as “NanoSensors”) of and from all or any manner of actions, causes and causes of action, suits, debts, obligations, damages, complaints, liabilities, losses, covenants, contracts, controversies, agreements, promises, variances, trespasses, judgments and expenses (including attorneys’ fees and costs), extents, executions, claims and demands whatsoever at law or in equity (“claims”), specifically including by way of example but not limitation, Title VII of the Civil Rights Acts of 1964 and 1991, as amended; the Civil Rights Act of 1866; the Employee Retirement Income Security Act of 1974, as amended; the National Labor Relations Act, as amended; the Americans with Disabilities Act of 1990; the Age Discrimination in Employment Act of 1967, as amended; the Worker Adjustment and Retraining Notification Act; the Pregnancy Discrimination Act; and all Federal, State and local statutes, regulations, decisional law and ordinances and all human rights, fair employment, contract and tort laws relating to Employee’s employment with NanoSensors and/or the termination and any civil rights or human rights law, as well as all claims for wrongful discharge, breach of contract, personal injury, defamation, mental anguish, injury to health and reputation, and sexual harassment, which Employee ever had, now has, or which Employee hereafter can, shall or may have for, upon or by reason of any matter, cause or thing whatsoever arising out of Employee’s employment by NanoSensors or the termination thereof, provided that this General Release shall not extend to (i) any rights, remedies, or claims Employee may have in enforcing the terms of this Agreement; (ii) any rights Employee may have to receive vested amounts under NanoSensors’ stock option plan, 401(k) or pension plans; (iii) Employee’s rights to medical benefit continuation coverage, on a self-pay basis, pursuant to federal law (COBRA); and (iv) claims for indemnification (whether under state law, the Company’s by-laws or otherwise) for acts performed as an officer or director of the Company or any of its affiliates. Employee takes this action fully aware of Employee’s rights arising under the laws of the United States (and any State or local governmental entity thereof) and voluntarily waives and releases all such rights or claims under these or other laws, but does not intend to, nor is Employee waiving any rights or claims that may arise after the date that this Agreement is signed by Employee. The provisions of any laws providing in substance that releases shall not extend to claims which are at the time unknown to or unsuspected by the person executing such release, are hereby waived.

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Waiver of Civil Code Section 1542. Employee represents, warrants, and agrees that it has been informed of, has read, is familiar with, understands, and does hereby expressly waive all rights that it has or may have under Section 1542 of the California Civil Code and all other similar rights in other states or territories of the United States of America, or any other jurisdiction, as said Section may apply to the releases in this Agreement only. Said Section 1542 provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR

Employee represents that Employee has been advised to and has had an opportunity to consult with an attorney and/or any other advisors of Employee’s choosing before signing this Agreement, and was given a period of twenty-one (21) days to consider this Agreement. Employee is permitted, at his discretion, to return the Agreement prior to the expiration of this 21-day period. Employee has relied only on the promises written in the Agreement, and not on any other promise made by NanoSensors or any other entity or person.

Employee has seven (7) days to revoke the Agreement after Employee signs it. The Agreement will not become effective or enforceable until NanoSensors’s receipt back of Employee’s executed Agreement and the expiration of the seven day revocation period.

Employee has read and understood the Agreement and enters into it knowingly and voluntarily.

IN WITNESS WHEREOF, Ted L. Wong has set his hand this 6th day of September, 2007 having had the opportunity to review this with counsel of his or her choice.

/s/ Ted L. Wong                                 

Ted L. Wong

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EX-99.1

Exhibit 99.1

NanoSensors, Inc. Announces Reorganization of Executive Management Team and Redirection of Operations

SANTA CLARA, CA. September 13, 2007 - NanoSensors, Inc. (OTCBB: NNSR) today announced that Dr. Ted L. Wong, its Chief Executive Officer, President, Chief Financial Officer and Chairman of the Board, has departed the company. NanoSensors entered into a separation agreement with Dr. Wong dated September 9, 2007, pursuant to which he agreed to resign from all positions with NanoSensors, including as a member of the board of directors effective as of August 31, 2007. Dr. Wong’s departure coincides with a decision by the company’s board of directors that the board believes it to be in the best interests of our shareholders to terminate its current business operations and to position the company as a shell company and to utilize our corporate assets as a vehicle for the acquisition of an operating business. The company does not have any specific merger, stock exchange, asset acquisition, reorganization or other business combination under consideration or contemplation and other than two initial, exploratory conversations, we have not, nor has anyone on our behalf, contacted any potential target business or had any discussions, formal or otherwise, with respect to such a transaction. NanoSensors will not limit itself to any particular industry or geographic location in its efforts to identify prospective target businesses. In connection with this determination, the board authorized the management to negotiate and execute the separation agreement with Dr. Wong, dissolve the company’s Technical Advisory Board and to terminate certain of the company’s consulting and license agreements. In addition, the Company’s non-binding letter of intent with DKL International, Inc. expired August 31, 2007.

The restructured company will be led by Robert A. Baron as acting Chief Executive Officer and President. Mr. Baron, who has served on the company’s board of directors since July 2006, will also assume the position of Chairman of the Board. The Board of NanoSensors currently consists of Mr. Baron and Robert G. Coutu, who was elected to the board in July 2007. In addition, to ensure continuity, the board decided to appoint Josh Moser as its interim Chief Financial Officer. Mr. Moser currently is the company’s Vice President and Chief Operating Officer.

Although the Company does not have any specific merger, stock exchange, asset acquisition, reorganization or other business combination under consideration or contemplation, the Company intends to capitalize on the significant strength of its management team, which is experienced in sourcing, structuring, financing and consummating business combinations in a variety of industry sectors. The Company believes that its has extensive contacts and sources, ranging from public and private company contacts, private equity funds, and investment bankers to attorneys, accountants and business brokers, from which to generate acquisition opportunities. The Company further believes that its extensive contacts, relationships and sources, when combined with the skills of its management team will help it identify and structure attractive acquisition opportunities for its stockholders. Biographical information about the Company’s current management team follows.

Robert Baron was initially appointed to our board July 10, 2006. Mr. Baron presently serves as a member of the board of directors of three publicly-traded companies, OPKO Health, Inc. (f/k/a eXegenics, Inc.), Hemobiotech, Inc., and Andover Medical, Inc. OPKO Health was a public shell that in March 2007 completed a three-way merger with Froptix Corporation and Acuity Pharmaceuticals, Inc. OPKO Health is engaged in the development of therapies for the treatment and prevention of ophthalmic disease. Hemobiotech is a development stage biotechnology company and Andover Medical a durable medical equipment company.

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Robert Coutu was elected to our board on July 17, 2007 and presently serves as the president of Ocean Fresh Seafood, Inc., a position he has held since December 1975. In addition, Mr. Coutu has been the general partner of Coutu Enterprises Real Estate since January 1978.

Josh Moser was appointed as our Vice President and Chief Operating Officer on August 3, 2006 and has been our Corporate Secretary since June 2006. Mr. Moser has extensive experience in finance, restructuring and operating companies in the technology, manufacturing and service industries, including structured financing arrangements and mergers and acquisitions. Prior to working with NanoSensors, Mr. Moser provided management consulting services, including serving as Interim Chief Financial Officer at Chuckwalla, Inc., a privately-held software company. From September 2002 through February 2005, Mr. Moser was 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.

Pursuant to the separation agreement with Dr. Wong, NanoSensors agreed to pay or provide him with the following: (a) a severance payment equal to six months of his base salary, which amount shall equal $72,000, payable in accordance with our regularly scheduled pay dates for employees, (b) an additional amount of $5,125 for unused vacation benefits, (c) a restricted stock award of 1,364,629 shares of common stock under our 2006 Equity Incentive Plan, and (d) the accelerated vesting of all options granted to him under our 2006 Equity Compensation Plan, along with the continuation of the exercise period for the duration of the original term of such options. In consideration of the foregoing, Dr. Wong provided NanoSensors with a general release and agreed to comply with the restrictive covenants of his employment agreement with us (dated August 3, 2006), subject to a modification of the covenant against competition. However, in the event NanoSensors elects to commence an action against Dr. Wong, he will thereafter have the option to repay the severance amounts provided him and void the general release.

About NanoSensors, Inc.

NanoSensors, Inc. was incorporated in December, 2003 and is based in Santa Clara, California. The Company’s principal business was the development, manufacturing and marketing of sensors and instruments to detect biological, chemical and explosive agents, principally a sensor device to detect e.coli and salmonella in food and water. The Company has terminated its historic operations and is now seeking to identify a suitable business opportunity with which to deploy its residual assets.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Act of 1934. When used in this release, the words “believe,” “anticipate,” “think,” “intend,” “plan,” “will be,” “expect,” and similar expressions identify such forward-looking statements. Such statements regarding future events and/or the future financial performance of The Company are subject to certain risks and uncertainties, which could cause actual events or the actual future results of the Company to differ materially from any forward-looking statement. Such risks and uncertainties include, among other things, the availability of any needed financing, the Company’s ability to implement its business plan for various applications of its technologies, the impact of competition, the management of growth, and the other risks and uncertainties that may be detailed from time to time in the Company’s reports filed with the Securities and Exchange Commission. In light of the significant risks and uncertainties inherent in the forward-looking statements included herein, the inclusion of such statements should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

CONTACT:

Josh Moser, CFO

NanoSensors, Inc.

1475 Veterans Blvd.

Redwood City, CA 94063

(408) 855-0051

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