Amendment to Asset Purchase Agreement and Share Exchange

            Amendment to Asset Purchase Agreement and Share Exchange

     This Amendment to the Asset Purchase Agreement and Share Exchange dated

February 14, 2005, between Heritage Scholastic Corporation, a Nevada corporation

with its principal place of business at 1954 Kellogg Avenue, Carlsbad

California, 92008, ("Heritage"); Nano Chemical Systems, Inc., a Nevada

Corporation with its principal place of business at 4031 NE Glisan, Portland,

Or. 97232 ("Nano").

                                    RECITALS:

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     A. WHEREAS, the parties entered into an Asset Purchase Agreement and Share

Exchange dated January 27, 2005, ("Agreement"), whereby Heritage acquired all of

the Assets of Nano for the issuance of a total of 9,000,000 shares of Heritage's

common stock to the Nano shareholders.

     B. WHEREAS, all of the parties to the Agreement desire to amend the terms

of the Agreement as set forth herein.

     NOW, THEREFORE, in consideration of the mu