CERTIFICATE OF DESIGNATION OF
                      SERIES A CONVERTIBLE PREFERRED STOCK
                          (PAR VALUE $0.0001 PER SHARE)


                                       OF

                          NANOPIERCE TECHNOLOGIES, INC.


                                   ----------

            Pursuant to Section 78.195 of the Nevada Revised Statutes

                                   ----------

It is hereby certified that:

     1.   The  name  of  the  company is NanoPierce Technologies, Inc., a Nevada
corporation  (the  "Company").

     2.   The  Articles  of Incorporation of the Company authorizes the issuance
of  Five  Million (5,000,000) shares of preferred stock ("Preferred Stock"), par
value  $0.0001  per  share, and expressly vests in the Board of Directors of the
Company the authority provided therein to issue any or all of said shares in one
(1) or more series and by resolution or resolutions to establish the designation
and  number  and to fix the relative rights and preferences of each series to be
issued.

     3.   The  Board  of  Directors  of  the  Company, pursuant to the authority
expressly  vested  in  it  as  aforesaid,  has adopted the following resolutions
creating  the  Series  A  Preferred  Stock:

     RESOLVED,  that  two  hundred  thousand  (200,000)  of  the  five  million
(5,000,000)  authorized  shares  of  Preferred  Stock  of  the  Company shall be
designated  Series  A  Convertible  Preferred Stock, par value $0.0001 per share
("Series  A  Preferred Stock"), and shall possess the rights and preferences set
forth  below:

     SECTION 1.  DESIGNATION AND AMOUNT.  The shares of such series shall have a
par  value  of  $0.0001  per share and shall be designated as Series A Preferred
Stock  and  the number of shares constituting the Series A Preferred Stock shall
be  two  hundred  thousand (200,000).  The Series A Preferred Stock shall have a
deemed  par  value  (the  "Deemed  Par  Value") of seven dollars and fifty cents
($7.50)  per  share.

     SECTION 2.  RANK.  Except  for  the  voting  rights  specifically  granted
herein,  the  Series A Preferred Stock shall rank: (i) junior to any other class
or  series  of  outstanding  Preferred  Stock  or series of capital stock of the
Company hereafter created specifically ranking by its terms senior to the Series
A  Preferred Stock (collectively, the "Senior Securities"); (ii) prior to all of
the  Company's common stock, par value $0.0001 per share ("Common Stock"); (iii)
prior  to  any


<PAGE>
class  or  series  of  capital  stock  of  the  Company  hereafter  created  not
specifically  ranking  by  its  terms  senior  to or on parity with any Series A
Preferred Stock of whatever subdivision (collectively, with the Common Stock and
the  existing Preferred Stock, "Junior Securities"); and (iv) on parity with any
class  or  series of capital stock of the Company hereafter created specifically
ranking  by  its  terms  on  parity  with  the Series A Preferred Stock ("Parity
Securities")  in  each  case  as  to  distributions  of assets upon liquidation,
dissolution  or winding up of the Company, whether voluntary or involuntary (all
such distributions being referred to collectively as "Distributions").

     SECTION  3.  DIVIDENDS.  Each  share  of  Series A Preferred Stock shall be
paid  a  dividend  (or other distributions deemed dividends for purposes hereof)
equal  to  eight  percent (8%) per annum of the Deemed Par Value.  The dividends
shall be cumulative from the date of issuance (the "Commencement Date"). If such
dividend  is  not declared and paid, for any reason, the Deemed Par Value of the
Series  A Preferred Stock shall be increased by such accrued dividend and shall,
at the option of the holder or holders of record (the "Holders") of the Series A
Preferred  Stock,  be  convertible into Common Stock of the Company or otherwise
redeemed  pursuant  to  the  terms  hereof.

     SECTION  4.  LIQUIDATION  PREFERENCE.

          (a)  In the event of any liquidation, dissolution or winding up of the
     Company, either voluntary or involuntary, the Holders of shares of Series A
     Preferred  Stock  shall  be  entitled  to  receive,  immediately  after any
     distributions  to  Senior  Securities required by the Company's Articles of
     Incorporation or any certificate of designation, and prior in preference to
     any  distribution  to Junior Securities but in parity with any distribution
     to  Parity  Securities,  an  amount  per  share equal to the sum of (i) the
     Deemed Par Value for each outstanding share of Series A Preferred Stock and
     (ii)  an  amount  equal  to the accrued but unpaid dividends for the period
     that  has  passed  since  the Commencement Date to the date of the event of
     liquidation,  dissolution  or  winding  up  of  the  Company.  If  upon the
     occurrence  of  such  event,  and after payment in full of the preferential
     amounts  with  respect  to  the  Senior  Securities,  the  assets and funds
     available  to  be  distributed  among the Holders of the Series A Preferred
     Stock  and Parity Securities shall be insufficient to permit the payment to
     such  Holders  of  the  full preferential amounts due to the Holders of the
     Series  A Preferred Stock and the Parity Securities, respectively, then the
     entire  assets  and funds of the Company legally available for distribution
     shall  be distributed among the Holders of the Series A Preferred Stock and
     the  Parity  Securities,  pro  rata,  based  on  the respective liquidation
     amounts  to  which  each  such series of stock is entitled by the Company's
     Articles  of  Incorporation  and any certificate(s) of designation relating
     thereto.

          (b)  Upon  the  completion  of the distribution required by subsection
     4(a), if assets remain in the Company, they shall be distributed to Holders
     of  Junior  Securities  in  accordance  with  the  Company's  Articles  of
     Incorporation including any duly adopted certificate(s) of designation.


                                        2
<PAGE>
          (c)  After  the payment to the Holders of the Series A Preferred Stock
     of  the full preferential amounts provided for in this Section, the Holders
     of  Series A Preferred Stock as such shall have no right or claim to any of
     the  remaining  assets  of  the  Company.

     SECTION 5.  CONVERSION RIGHTS.  The Holders of the Series A Preferred Stock
shall  have  conversion  rights  as  follows  (the  "Conversion  Rights"):

          (a)  RIGHT  TO  CONVERT.  Subject to the Company's right of redemption
     set  forth  in  Section  6(a)  and  the  restrictions  on the timing of any
     conversions  specified  in  Section 5(b), each Holder of Series A Preferred
     Stock  shall be entitled (in the amounts set forth below), at the principal
     office  of  the  Company  or  any transfer agent for the Series A Preferred
     Stock (the "Transfer Agent"), to convert shares of Series A Preferred Stock
     into  shares  of  Common  Stock  (in  multiples  of  one  share of Series A
     Preferred  Stock)  at  the Conversion Ratio defined in Section 5(c) herein.

          (b)  RESTRICTION  ON  TIMING  OF  CONVERSION RIGHTS.  No conversion of
     shares of Series A Preferred Stock into Common Stock shall occur until such
     time  as the number of authorized shares of Common Stock of the Company has
     been  increased  to an amount approved by Holders of the Series A Preferred
     Stock  and  the  Common Stock voting as one class sufficient to provide for
     the  conversion  or  exercise  of  all of the outstanding securities of the
     Company  and  the amendment to the Articles of Incorporation of the Company
     evidencing  the  same  is filed with the Secretary of State of the State of
     Nevada  and  is  effective.

          (c)  CONVERSION  RATIO.  Each  share  of  Series  A Preferred Stock is
     convertible  into  one thousand five hundred (1,500) shares of Common Stock
     of the Company (the "Conversion Ratio"), subject to adjustment as set forth
     below  in  Section  5(f) and timing restrictions set forth in Section 5(b).

          (d)  MECHANICS  OF  CONVERSION.  In  order  to exercise the Conversion
     Rights  and  convert shares of Series A Preferred Stock into full shares of
     Common  Stock,  the  Holder  shall:

          (1)  fax, on or prior to 11:59 p.m., Denver, Colorado time on the Date
     of  Conversion  (as  defined below), a copy of the fully executed notice of
     conversion  ("Notice of Conversion") to the Company at the principal office
     of  the Company or its designated Transfer Agent for the Series A Preferred
     Stock stating that the Holder elects to convert, which notice shall specify
     the date of conversion, the number of shares of Series A Preferred Stock to
     be  converted  and  the Conversion Ratio (together with a copy of the front
     page  of  each  certificate  to  be  converted);  and

          (2)  surrender  to  a  common  courier  for  delivery to the principal
     office  of  the  Company  or  the Transfer Agent, the original certificates
     representing  the  shares  of Series A Preferred Stock being converted (the
     "Preferred  Stock  Certificates"),  duly  endorsed  for transfer; provided,
     however,  that  the  Company  shall  not be obligated to issue certificates
     evidencing  the  shares  of  Common  Stock  ("Common  Stock  Certificates")
     issuable  upon


                                        3
<PAGE>
     such  conversion  unless  either  the  Preferred  Stock  Certificates  are
     delivered  to  the  Company or its Transfer Agent as provided above, or the
     Holder  notifies  the  Company or its Transfer Agent that such certificates
     have  been  lost,  stolen  or  destroyed  (subject  to  the requirements of
     subparagraph (i) below). Upon receipt by the Company of a facsimile copy of
     a  Notice of Conversion, the Company shall immediately send, via facsimile,
     a confirmation of receipt of the Notice of Conversion to Holder which shall
     specify  that  the  Notice of Conversion has been received and the name and
     telephone  number of a contact person at the Company whom the Holder should
     contact  regarding  information related to the Conversion. In the case of a
     dispute as to the calculation of the number of shares of Common Stock to be
     issued  to  the  Holder pursuant to the Conversion Ratio, the Company shall
     promptly  issue to the Holder the number of shares of Common Stock that are
     not  disputed  and  shall  submit  the disputed calculations to its outside
     accountant  via  facsimile within three (3) days of receipt of the Holder's
     Notice of Conversion. The Company shall cause the accountant to perform the
     calculations  and  to  notify  the Company and the Holder of the results no
     later  than  forty-eight  (48) hours from the time it receives the disputed
     calculations.  The calculation of the accountant shall be deemed conclusive
     absent  manifest  error.

               (i)  Lost  or Stolen Certificates. Upon receipt by the Company of
          evidence  of  the  loss,  theft,  destruction  or  mutilation  of  any
          Preferred Stock Certificates representing shares of Series A Preferred
          Stock, and (in the case of loss, theft or destruction) of indemnity or
          security  reasonably  satisfactory  to the Company, and upon surrender
          and  cancellation of the Preferred Stock Certificate(s), if mutilated,
          the  Company  shall  execute  and  deliver  new  Preferred  Stock
          Certificate(s)  of like tenor and date. However, the Company shall not
          be  obligated  to  re-issue  such  lost  or  stolen  Preferred  Stock
          Certificates  if  the  Holder  contemporaneously  requests  Company to
          convert  such  Series  A  Preferred  Stock  into  Common  Stock.

               (ii)  Delivery  of  Common  Stock  Upon Conversion.  The Transfer
          Agent or the Company (as applicable) shall, no later than the close of
          business  on the third (3rd) business day after receipt by the Company
          or  the  Transfer  Agent of a facsimile copy of a Notice of Conversion
          and  receipt  by  the  Company  or the Transfer Agent of all necessary
          documentation  duly  executed  and  in  proper  form  required  for
          conversion,  including the original Preferred Stock Certificates to be
          converted  (or  after provision for security or indemnification in the
          case  of  lost  or  destroyed  certificates,  if  required), issue and
          surrender  to a common courier for either overnight or (if delivery is
          outside  the  United States) two (2) day delivery to the Holder at the
          address  of  the Holder as shown on the stock records of the Company a
          certificate  for  the  number  of  shares of Common Stock to which the
          Holder  shall  be  entitled  as  aforesaid.

               (iii)  No  Fractional  Shares.  If any conversion of the Series A
          Preferred  Stock  would create a fractional share of Common Stock or a
          right  to  acquire a fractional share of Common Stock, such fractional
          share  shall  be  disregarded  and


                                        4
<PAGE>
          the  number of shares of Common Stock issuable upon conversion, in the
          aggregate,  shall  be  the  next  lower  number  of  shares.

               (iv)  Date  of  Conversion.  The  date on which conversion occurs
          (the "Date of Conversion") shall be deemed to be the date set forth in
          such  Notice  of Conversion, provided (A) that the advance copy of the
          Notice  of  Conversion  is  faxed  to  the  Company before 11:59 p.m.,
          Denver,  Colorado  time,  on  the Date of Conversion, and (B) that the
          original  Preferred  Stock  Certificates  representing  the  shares of
          Series A Preferred Stock to be converted are surrendered by depositing
          such  certificates  with  a  common  courier,  as  provided above, and
          received  by  the Transfer Agent or the Company as soon as practicable
          after  the  Date  of  Conversion.  The  person  or persons entitled to
          receive the shares of Common Stock issuable upon such conversion shall
          be treated for all purposes as the Holder or Holders of such shares of
          Common  Stock  on  the  Date  of  Conversion.

               (v)  Issuance  of  Preferred  Stock  Certificates.  To the extent
          that  the  Preferred  Stock  Certificates  surrendered  to the Company
          exceed  the  number  of  shares  of Series A Preferred Stock that were
          converted  in  accordance with this Section, the Company shall execute
          and deliver new Preferred Stock Certificate(s) evidencing those shares
          of  Series  A  Preferred  Stock.

          (e)  RESERVATION OF STOCK ISSUABLE UPON CONVERSION.  The Company shall
     take  reasonable  efforts  to  reserve  and  keep  available  or shall take
     reasonable  efforts  to  increase,  reserve  and  keep available out of its
     authorized  but  unissued shares of Common Stock, solely for the purpose of
     effecting  the  conversion  of the Series A Preferred Stock, such number of
     its  shares  of  Common  Stock  as shall from time to time be sufficient to
     effect the conversion of all then outstanding Series A Preferred Stock; and
     if at any time the number of authorized but unissued shares of Common Stock
     shall  not  be  sufficient to effect the conversion of all then outstanding
     shares  of  Series  A Preferred Stock, the Company will take such corporate
     action  as  may be necessary to increase its authorized but unissued shares
     of  Common  Stock  to such number of shares as shall be sufficient for such
     purpose.

          (f)  ADJUSTMENT  TO  CONVERSION  RATIO.

               (i)  Conversion  Ratio  In the Case of Stock Split, Reverse Stock
          Split,  Stock Dividend, Etc. If, prior to the conversion of all of the
          Series  A  Preferred Stock, the number of outstanding shares of Common
          Stock  is increased by a stock split, stock dividend, or other similar
          event,  the  Conversion  Ratio shall be proportionately reduced, or if
          the  number  of  outstanding  shares of Common Stock is decreased by a
          reverse  stock  split, combination, subdivision or reclassification of
          shares,  or  other  similar  event,  the  Conversion  Ratio  shall  be
          proportionately  increased.

               (ii)  Adjustment Due to Merger, Consolidation, Etc.  If, prior to
          the  conversion  of  all  Series A Preferred Stock, there shall be any
          merger,


                                        5
<PAGE>
          consolidation,  exchange  of shares, recapitalization, reorganization,
          or other similar event, as a result of which shares of Common Stock of
          the  Company  shall  be changed into the same or a different number of
          shares  of the same or another class or classes of stock or securities
          of  the  Company  or  another  entity  or  there  is  a sale of all or
          substantially  all  the Company's assets, then the Holders of Series A
          Preferred  Stock  shall  thereafter  have  the  right  to receive upon
          conversion  of  Series  A Preferred Stock, upon the basis and upon the
          terms  and  conditions  specified  herein and in lieu of the shares of
          Common  Stock  immediately  theretofore issuable upon conversion, such
          stock, securities and/or other assets which the Holder would have been
          entitled  to  receive  in  such transaction had the Series A Preferred
          Stock been converted immediately prior to such transaction, and in any
          such  case  appropriate  provisions  shall be made with respect to the
          rights and interests of the Holders of the Series A Preferred Stock to
          the  end  that  the  provisions hereof (including, without limitation,
          provisions  for  the  adjustment  of  the  Conversion Ratio and of the
          number  of  shares  issuable upon conversion of the Series A Preferred
          Stock) shall thereafter be applicable, as nearly as may be practicable
          in relation to any securities thereafter deliverable upon the exercise
          hereof.

               (iii)  No  Conversion  Required.  No adjustment of the Conversion
          Ratio  will  be  required  to be made until the cumulative adjustments
          (whether  or  not made) amount to 1.0% or more of the Conversion Ratio
          as  last  adjusted.  The  Company  reserves  the  right  to  make such
          reductions  in  the  Conversion Ratio in addition to those required in
          the  foregoing provisions as the Corporation considers to be advisable
          in  order  that any event treated for Federal income tax purposes as a
          dividend  of  stock  or  stock  rights  will  not  be  taxable  to the
          recipients.  In  the event the Company elects to make such a reduction
          in the Conversion Ratio, the Company will comply with the requirements
          of  securities  laws  and  regulations thereunder if and to the extent
          that  such  laws and regulations are applicable in connection with the
          reduction  of  the  Conversion  Ratio.

               (iv)  No Fractional Shares.  If any adjustment under this Section
          would  create a fractional share of Common Stock or a right to acquire
          a  fractional  share  of  Common Stock, such fractional share shall be
          disregarded  and  the  number  of shares of Common Stock issuable upon
          conversion  shall  be  the  next  lower  number  of  shares.

     SECTION  6.  REDEMPTION  BY  THE  COMPANY.

          (a)  COMPANY'S  RIGHT  TO  REDEEM  AT ITS ELECTION.  On or after seven
     years after the Commencement Date, the Company shall have the right, in its
     sole discretion, to redeem ("Redemption"), from time to time, any or all of
     the  Series  A  Preferred  Stock;  provided the Company shall first provide
     prior  written  notice  as  provided in subparagraph 6(a)(ii) below. If the
     Company  elects  to  redeem  some,  but  not all, of the Series A Preferred
     Stock,  the  Company shall redeem a pro-rata amount from each Holder of the
     Series  A  Preferred  Stock.


                                        6
<PAGE>
               (i)  Redemption Price.  The "Redemption Price" for redeeming each
          share  of  Series  A Preferred Stock shall mean the 130% of Deemed Par
          Value  (as  defined  in Section 1) of the shares of Series A Preferred
          Stock  being  redeemed  pursuant  to  this  Section, together with the
          accrued  but  unpaid  dividends  on  the  Deemed  Par  Value.

               (ii)  Mechanics  of  Redemption.  The  Company  shall effect each
          such  redemption  by  giving  at  least thirty (30) days prior written
          notice  ("Notice  of  Redemption")  to  the  Holders  of  the Series A
          Preferred  Stock selected for redemption, at the address and facsimile
          number  of  each  such  Holder  appearing  in  the  Company's Series A
          Preferred  Stock  register  and to the Transfer Agent, which Notice of
          Redemption  shall  be deemed to have been delivered three (3) business
          days after the Company's mailing (by overnight or two (2) day courier,
          with a copy by facsimile) of such Notice of Redemption. Such Notice of
          Redemption  shall  indicate  (A)  the  number  of  shares  of Series A
          Preferred  Stock  that have been selected for redemption; (B) the date
          which  such  redemption  is  to  become  effective  (the  "Date  of
          Redemption");  and  (C) the Redemption Price, as defined in subsection
          (a)(i)  above.

          (b)  COMPANY  MUST  HAVE  IMMEDIATELY  AVAILABLE  FUNDS  OR  CREDIT
     FACILITIES.  The  Company  shall  not  be  entitled  to  send any Notice of
     Redemption  and begin the redemption procedure under Section 6(a) unless it
     has:

               (i)  the  full  amount of the Redemption Price in cash, available
          in  a  demand  or  other  immediately  available  account in a bank or
          similar  financial  institution;  or

               (ii)  immediately available credit facilities, in the full amount
          of  the Redemption Price with a bank or similar financial institution;
          or

               (iii)  an  agreement  with  a  standby  underwriter  willing  to
          purchase  from  the  Company  a  sufficient  number  of  the Company's
          securities  to  provide proceeds necessary to redeem any stock that is
          not  converted  prior  to  redemption;  or

               (iv)  a combination of the items set forth in (i), (ii) and (iii)
          above,  aggregating  the  full  amount  of  the  Redemption  Price.

          (c)  PAYMENT  OF  REDEMPTION  PRICE.  Each  Holder  tendering Series A
     Preferred  Stock  being  redeemed  under  this  Section  shall  send  their
     Preferred  Stock  Certificates  so  redeemed to the Company or its Transfer
     Agent,  and  the  Company shall pay the applicable Redemption Price to that
     Holder within five (5) business days of the Date of Redemption. The Company
     shall not be obligated to deliver the Redemption Price unless the Preferred
     Stock Certificates so redeemed are delivered to the Company or its Transfer
     Agent,  or,  in  the  event  one  (1)  or more certificates have been lost,
     stolen, mutilated or destroyed, unless the Holder has complied with Section
     5(b)(i).


                                        7
<PAGE>
          (d)  Blackout  Period.  Notwithstanding the foregoing, the Company may
     not  either send out a Notice of Redemption or effect a redemption pursuant
     to  Section  6(a)  above  during  a  "Blackout Period" (defined as a period
     during  which  the Company's officers or directors would not be entitled to
     buy  or sell securities of the Company because of their holding of material
     non-public  information),  unless  the  Company  shall  first  disclose the
     non-public  information  that  resulted  in  the Blackout Period; provided,
     however,  that no redemption shall be effected until at least ten (10) days
     after  the  Company  shall  have  given  the Holder written notice that the
     Blackout  Period  has  been  lifted.

     SECTION  7.  VOTING  RIGHTS.  The  Holders  of the Series A Preferred Stock
shall  have  the right to vote on any matter with Holders of Common Stock voting
together  as one class.  The Holder of a share of Series A Preferred Stock shall
have  one  thousand  two  hundred  (1,200) votes per share of Series A Preferred
Stock.  The  votes  cast  by  Holders  of  the Series A Preferred Stock shall be
identical  in  every  other respect to the votes cast by Holders of Common Stock
entitled  to  vote  at  any  regular  or  special  meeting  of  the  Holders.

     The  Holders  of the Series A Preferred Stock shall be entitled to the same
notice  of any regular or special meeting of the Shareholders as may or shall be
given  to  Holders  of  the  Common  Stock  entitled  to  vote at such meetings.

     For  purposes of determining a quorum for any regular or special meeting of
the Shareholders, each share of Series A Preferred Stock represents one thousand
two  hundred  (1,200)  votes.

     If,  prior  to  the  conversion of all of the Series A Preferred Stock, the
number of outstanding shares of Series A Preferred Stock is increased by a stock
split,  stock  dividend, or other similar event, the number of votes represented
by  each  share of Series A Preferred Stock shall be proportionately reduced, or
if  the number of outstanding shares of Series A Preferred Stock is decreased by
a  reverse  stock split, combination, subdivision or reclassification of shares,
or  other similar event, the number of votes represented by each share of Series
A  Preferred  Stock  shall  be  proportionately  increased.

     SECTION  8.  PROTECTIVE PROVISION.  So long as shares of Series A Preferred
Stock  are  outstanding,  the  Company  shall  not  without  first obtaining the
approval  (by  vote  or  written  consent,  as  provided  by  the Nevada Revised
Statutes)  of  the  Holders  of  at least seventy five percent (75%) of the then
outstanding  shares  of  Series  A  Preferred  Stock,  and at least seventy five
percent  (75%)  of  the  then  outstanding  Holders:

          (a)  alter  or  change  the  rights,  preferences or privileges of the
     Series  A  Preferred Stock so as to affect adversely the Series A Preferred
     Stock;  or

          (b)  create  any new class or series of stock having a preference over
     the  Series  A Preferred Stock with respect to Distributions (as defined in
     Section 2 above) or increase the size of the authorized number of shares of
     Series  A  Preferred  Stock.


                                        8
<PAGE>
     In  the  event  Holders  of at least seventy five percent (75%) of the then
outstanding shares of Series A Preferred Stock and at least seventy five percent
(75%)  of  the  then  outstanding Holders agree to allow the Company to alter or
change the rights, preferences or privileges of the shares of Series A Preferred
Stock,  pursuant to subsection (a) above, so as to affect the Series A Preferred
Stock,  then  the  Company  will  deliver  notice of such approved change to the
Holders of the Series A Preferred Stock that did not agree to such alteration or
change  (the  "Dissenting  Holders")  and  the Dissenting Holders shall have the
right for a period of thirty (30) business days to convert pursuant to the terms
of  this  Certificate  of  Designation as they exist prior to such alteration or
change  or  continue  to  hold  their  shares  of  Series  A  Preferred  Stock.

     SECTION 9.  STATUS OF CONVERTED OR REDEEMED STOCK.  In the event any shares
of Series A Preferred Stock shall be converted or redeemed pursuant to Section 5
or  Section  6  hereof,  the  shares so converted or redeemed shall be canceled,
shall  return  to  the  status  of authorized but unissued Preferred Stock of no
designated  series,  and  shall  not  be  re-issuable by the Company as Series A
Preferred  Stock.

     SECTION  10.  PREFERENCE  RIGHTS.  Nothing  contained  herein  shall  be
construed  to  prevent the Board of Directors of the Company from issuing one or
more  series  of  Preferred  Stock  with dividend and/or liquidation preferences
junior  to  the  dividend  and liquidation preferences of the Series A Preferred
Stock.


                            [Signature Page Follows]


                                        9
<PAGE>
                                 SIGNATURE PAGE
      [CERTIFICATE OF DESIGNATION OF SERIES A CONVERTIBLE PREFERRED STOCK]




                                        By  /s/  Paul  H.  Metzinger
                                            ------------------------------------
                                            Paul  H.  Metzinger,
                                            President & Chief Executive Officer

                                        By  /s/  Kristi  J.  Kampmann
                                            ------------------------------------
                                            Kristi  J.  Kampmann,
                                            Secretary

Dated  January 17, 2006

STATE OF COLORADO  )

                           ) ss.

COUNTY OF DENVER  )

     I, the undersigned, a Notary Public, hereby certify that on the 17th day of
January  2006,  personally  appeared  before me, Paul H. Metzinger and Kristi J.
Kampmann who, being by me first duly sworn, declared that they are the President
&  Chief  Executive  Officer  and  Secretary,  respectively,  of  NanoPierce
Technologies,  Inc.,  that  they  signed the foregoing document as President and
Secretary  and  that  the  statements  therein  contained  are  true.



                                        /s/Kristin  L.  Arnold
                                        ----------------------------------------
                                        Notary  Public

My  Commission  Expires:

May  16,  2009
-----------------------------------------


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