Exhibit 4.7

SECOND

AMENDMENT TO

TO

RIGHTS AGREEMENT

THIS SECOND AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”) is made this 24^th day of May, 2002 by Nanophase Technologies Corporation (the “Company”) and LaSalle National Association (as successor in interest to LaSalle National Bank), as Rights Agent (the “Rights Agent”) under that certain Rights Agreement dated October 28, 1998 as amended August 1, 2001 (as amended, the “Rights Agreement”) between the Company and the Rights Agent. This Amendment only amends certain portions of the Rights Agreement and is effective as 12:00 p.m. (Eastern Time), May 24, 2002. 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 “20%” in each place that it appears in such section and replacing it with the word “25%”. 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 20% ownership threshold referenced in such Section 1(a) be increased to 25%. 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		Gregory Malatia, First Vice President