Exhibit 4.5

                                   AMENDMENT

                                       TO

                                RIGHTS AGREEMENT

     THIS AMENDMENT TO RIGHTS AGREEMENT (this "Amendment") is made this 1st day
of August, 2001 by Nanophase Technologies Corporation (the "Company") and
LaSalle National Bank, as Rights Agent (the "Rights Agent") under that certain
Rights Agreement dated October 28, 1998 (the "Rights Agreement") between the
Company and the Rights Agent.  This Amendment only amends certain portions of
the Rights Agreement and is effective as of 12:00 p.m. (Eastern Time), August 1,
2001.  All provisions of the Rights Agreement which are not amended by this
Amendment shall remain in full force and effect.

     1.  Section 1(a) of the Rights Agreement is hereby amended by deleting the
word "15%" in each place that it appears in such section and replacing it with
the word "20%".  In addition, any corresponding reference to a term defined in
such Section 1(a) shall be similarly amended.  It is the intent of the Company
and the Rights Agent that the 15% ownership threshold referenced in such Section
1(a) be increased to 20%.  Accordingly, any provision of the Rights Agreement
inconsistent with such purpose is hereby also amended.

     2.  Except as specifically set forth herein, all other terms and conditions
as set forth in the Rights Agreement shall remain in full force and effect, and
are not otherwise amended, altered, modified, or revised.

     3.  This document may be executed in one or more counterparts, each of
which so executed and delivered shall be deemed an original, but all of which
taken together shall constitute one and the same instrument.

     IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
day and year first above written.


Nanophase Technologies Corporation        LaSalle National Association as Rights
                                          Agent


By:   /s/ Jess Jankowski                  By:    /s/ Gregory Malatia
     -----------------------------              --------------------------------
      Jess Jankowski, Secretary           Name:  Gregory Malatia
                                           Its:  First Vice President