EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (the "Agreement"), made and entered into as of
July 15, 2000, by and between Nanopierce Technologies, Inc. (the "Corporation"),
a Nevada corporation, and Kristi J. Kampmann, an individual with her principal
business address at 370 Seventeenth Street, Suite 3580, Denver, Colorado 80202
(the "Executive");

     1.     EMPLOYMENT AND TERM.

          (a)     Employment.  The Company hereby employs Executive and
     Executive hereby accepts such employment, in the capacity of Chief
     Financial Officer of the Corporation to act in accordance with the terms
     and conditions hereinafter set forth.

          (b)     Term.  Executive's employment hereunder shall be for an
     initial term of two years (the "Initial Term") commencing on July 15, 2000
     (the "Effective Date") and terminating on July 15, 2002, subject to the
     extension or earlier expiration of the Initial Term as provided in this
     Agreement.  Within forty-five (45) days of July 15, 2002 the Corporation's
     Board of Directors (the "Board") shall review Executive's performance
     under this Agreement and, in its sole discretion, renew the Agreement for
     a term of one year (a "Renewal Term") commencing on the first day
     immediately following the Expiration Date (as defined below).  The board
     shall provide Executive written notice of its decision to renew or not
     renew this Agreement at least 30 days prior to the date of this Agreement
     expires under the Initial Term of any Renewal Term (the "Expiration Date").
     If the Board fails to provide Executive with such written notice, within
     the time period set forth above, the Agreement shall terminate on the
     Expiration Date of the Initial Term or Renewal Term, as the case may be.
     Whenever the word "Term" is used in this Agreement is shall refer to either
     the Initial Term or the Renewal Term, as the case may be.

          (c)     Location of Employment.  Effective upon the date of this
     Agreement, and through the Initial Term the Corporation shall maintain an
     office for Executive at 370 Seventeenth Street, Suite 3580, Denver,
     Colorado 80202, or such other location upon which the Corporation and
     Executive shall mutually agree at which location Executive shall carry out
     her duties.

     2.     DUTIES.

          (a)     During the period of employment as provided in Paragraph 1(b)
     hereof, Executive shall serve as Chief Financial Officer of the
     Corporation, and shall have all powers and duties consistent with such
     position subject to the direction of the Board.  Such duties shall include,
     without limitation, the following:

               (i) Chief Financial Officer.  The primary duties and
          responsibilities of the Chief Financial Officer consist of the
          following: to establish overall financial practices and procedures
          necessary to maintaining effective accounting control over all aspects
          of the Corporation and its subsidiaries.  In addition, the Chief
          Financial Officer will have primary responsibility for the appropriate
          management and investment of the Corporation's assets, particularly
          cash, to maximize the highest possible rate of return.  Additional
          responsibilities will include dealing primarily with the Corporation's
          independent auditors, financial institutions, particularly commercial
          banks and financial analysts, the preparation, based upon information
          obtained from appropriate personnel, of an annual budget, both
          consolidated and unconsolidated and additional interim reports as will
          permit him to maintain effective control and supervision on a
          continuing basis of the Corporation's financial results or operations
          and financial status, and such further responsibilities as are
          delegated to Executive by the President and Chief Executive Officer
          of the Corporation.
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          (b)     Executive shall devote substantially her entire professional
     time, attention and energy exclusively to the business and affairs of the
     Corporation and its subsidiaries, as its business and affairs now exist and
     as they hereafter may be changed, and shall not during the term of her
     employment hereunder be engaged in any other business activity whether or
     not such business activity is pursued for gain or profit.  The foregoing
     shall not be construed as preventing Executive from (a) managing her
     personal investments or investing her assets in such form or manner as will
     not require any significant services on her part in the operation of the
     affairs of the businesses or entities in which such investments are made,
     provided Executive shall not invest in any business competitive with the
     Corporation and its affiliates, except those companies whose securities are
     listed on a national securities exchange or quoted daily in the Over-the-
     Counter Market listing of the The Wall Street Journal; or (B) preclude
     Executive from continuing to serve on the board of directors of any
     business corporation or any charitable organization on which she now serves
     and which has been disclosed to the Corporation in writing or, subject to
     the prior approval of the Board, from accepting employment to additional
     board of directors, provided that such activities do not materially
     interfere with the performance of Executive's duties hereunder.

          (c)     Executive further agrees that during the term of her
     employment under this Agreement she will engage in no business or other
     activities, directly or indirectly, which are or may be competitive with or
     which might place him in a competing position to that of the Corporation
     and its affiliates without obtaining the prior written consent of the
     Board, including, without limitation, the solicitation or acceptance of
     consulting work from clients of the Corporation and its affiliates for whom
     she has performed services by virtue of this Agreement or who she has met
     in connection with her employment under this Agreement.


     3.     COMPENSATION.

          (a)     Base Salary.  For services performed by Executive for the
     Corporation pursuant to this Agreement during the year January 15, 2000
     until the completion of not less than $10,000,000 in financing (the
     "financing"), the Corporation shall pay Executive a base salary at the rate
     of $54,600.00 per year (the "Base Salary"), upon completion of the
     Financing, the Corporation shall, with the first payroll period commencing
     after completion of the financing, pay Executive a base salary at a rate of
     $60,000.00 per year, payable in accordance with the Corporation's normal
     payroll practices but in no event less than once a month.  Upon graduation
     from the University of Colorado at Denver, Graduate School of Business and
     the receipt of Executive's MBA, in December 2001, the Corporation shall pay
     Executive a base salary at the rate of $75,000 per year.  Any compensation
     paid to Executive under any additional compensation or incentive plan of
     the Corporation, or that may be otherwise authorized from time to time by
     the Board, shall be in addition to the base salary to which Executive shall
     be entitled under this Agreement.

          (b)     Tax Withholding.  The Corporation shall provide for the
     withholding of any taxes required to be withheld by federal, state and
     local law with respect to any payment in cash, shares of capital stock or
     other property made by or on behalf of the corporation to or for the
     benefit of Executive under this Agreement or otherwise.  The Corporation
     may, at its option: (I) withhold such taxes from any cash payments owing to
     the Corporation to Executive, including any payments owing under any other
     provision of this Agreement, (ii) require Executive to pay to the
     Corporation in cash such amount as may be required to satisfy such
     withholding obligations or (iii) make other satisfactory arrangements with
     Executive to satisfy such withholding obligations.





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     4.    BENEFITS.  In addition to the base Salary, Executive shall also be
     entitled to the following:

          (a)     Participation in Benefit Plans.  Executive shall be entitled
     to participate in the various retirement, welfare, fringe benefit, group
     long-term disability plans and other executive perquisite plans, programs
     and arrangements of the Corporation available for senior executive level
     officers of the Corporation.  Executive and her dependents, at Executive's
     request shall be enrolled in the Corporation's health, life, disability and
     other insurance plans and programs immediately upon her commencement of
     employment hereunder.

          (b)     Vacation and Sick Leave.  Executive shall be entitled to two
     weeks of vacation during each calendar year during which this Agreement is
     in effect, or such greater period as the Board may approve, and to paid
     holidays given by the Corporation to its domestic employees generally,
     without reduction in salary or other benefits.  Executive shall also be
     entitled to sick leave according to the sick leave policy, which the
     Corporation may adopt from time to time.

          (c)     Basic Stock Option.  Executive shall be eligible for grants
     of stock options in accordance with the Corporation's 1998 Stock Option
     Plan or such other stock option plan developed by the Board.

          (d)     Expenses.  The Corporation shall reimburse Executive, upon
     proper accounting, for reasonable business expenses and disbursements
     incurred by him in the course of the performance of her duties under this
     Agreement and in accordance with the Corporation's policies as in effect
     from time to time.

          (e)  Proration of Benefits.  Any payments or benefits hereunder, in
     any year during which Executive is employed by the Corporation for less
     than the entire year shall, unless otherwise provided in the applicable
     plan or arrangement, be prorated in accordance with the number of days in
     such year during which Executive is employed by the Corporation.

     5.    INDEMNIFICATION AND INSURANCE.  Executive shall be entitled to the
     maximum indemnification provided by the Bylaws and the Articles of
     Incorporation of the Corporation for officers and employees of the
     Corporation.  Executive's rights under this Paragraph shall continue
     without time limit so long as she may be subject to any such liability,
     whether or not the Term of employment has ended. The Corporation shall
     obtain and maintain, in effect, officers and directors liability insurance
     in an amount not less than $1,000,000 without time limit so long as
     Executive may be subject to any such liability, whether or not the Term of
     employment has ended.

     6.     REPRESENTATIONS AND WARRANTIES OF EXECUTIVE.  Executive hereby
     represents and warrants to the Corporation that (a) Executive's execution
     and delivery of this Agreement and her performance of her duties and
     obligations hereunder will not conflict with, or cause a default under, or
     give any party a right to damages under, or to terminate, any other
     agreement to which Executive is a party or by which she is bound, and (b)
     there are no agreements or understandings that would make unlawful
     Executive's execution or delivery of this Agreement or her employment
     hereunder.

     7.     REPRESENTATIONS AND WARRANTIES OF THE CORPORATION.  The Corporation
     hereby represents and warrants to Executive as follows:

          (a)  The Corporation is duly organized and established as a
     corporation under the laws of the State of Nevada and has all requisite
     power and authority to enter into this agreement and to perform its
     obligations hereunder.  The consummation of the transactions contemplated
     by this Agreement will neither violate nor be in conflict with any
     agreement or instrument to which the Corporation is a party or by which it
     is bound.

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          (b)  The execution, delivery and performance of this Agreement and the
     transactions contemplated hereby have been duly and validly authorized by
     all requisite corporate action on the part of the Corporation and are
     valid, legal and binding obligations of the Corporation, enforceable in
     accordance with their terms except as may be limited by the laws of general
     application relating to bankruptcy, insolvency, moratorium or other similar
     laws relating to or affecting the enforcement or creditors' rights, and
     rules of law governing specific performance, injunctive relief or other
     equitable remedies.

     8.     TERMINATION.

          (a)     Cause.  The Corporation may terminate Executive's employment
     at any time for Cause (as defined herein), by reason of Disability (as
     defined herein), or without Cause; provided, however, that for any reason
     constituting Cause, Executive is given (x) reasonable notice ("Notice of
     Termination for Cause") setting forth the reasons for the Corporation's
     intention to terminate for Cause and the effective date of such termination
     (which effective date may be the date of such notice), (y) an opportunity
     for Executive, together with her counsel, to be heard before the Board
     within two weeks of such notice and (z) within five (5) business days after
     Executive's hearing before the Board, written notice to Executive from the
     Board of its good faith determination that the reasons specified in the
     Notice of Termination for Cause constitute Cause under this Paragraph 8(a),
     and that Executive's employment is terminated effective as of the date
     specified in the Notice of Termination for Cause.  Executive's rights to
     receive her salary and benefits hereunder shall not be affected during the
     period between the receipt of the Notice of Termination for Cause and the
     determination, if any, by the Board that the reasons specified in such
     notice constituted Cause.  For purposes of this Agreement, "Cause" means:

               (i)  Executive commits a breach of any material term of this
          Agreement, or any material obligation of the Corporation, and such
          breach constitutes gross negligence or willful misconduct and, if such
          breach is capable of being cured, Executive Fails to cure such breach
          within 30 days of notice of such breach;

               (ii)     Executive is convicted of, or pleads guilty or nolo
          contendere to a felony;

               (iii)     Executive's commission of any act that would cause any
          license of the Corporation or its subsidiaries or affiliates to be
          revoked, suspended, or not be renewed after proper application;

               (iv)  gross negligence in the performance of Executive's duties
          and responsibilities;

               (v)  refusal of Executive to follow proper and achievable written
          direction of the Board, provided that this shall not be Cause if
          Executive in good faith believes the direction to be illegal,
          unethical or immoral and so notifies the Board;

               (vi)  material fraud or dishonesty with regard to the Corporation
          (other than good faith expense account disputes); or

               (vii)  continuous refusal to attempt to perform Executive's
          responsibilities and duties after written notice.

          (b)  Good Reason.  Executive may terminate her employment at any time
     for any of the following reasons (each of which is referred to herein as
     "Good Reason") by giving the Corporation notice of the effective date of
     such termination (which effective date may be the date of such notice):

               (i)  the Corporation commits a breach of any material term of
          this Agreement and, if such breach is capable of being cured, the
          Corporation fails to cure such breach within 30 days of receipt of
          notice of such breach; or

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               (ii)  a material change of position, duties or the assignments of
          duties materially inconsistent with Executive's position as Executive
          Officer of the Corporation.

          (c)  Change in Control.  Executive may, at her option, terminate her
     employment upon a "Change in Control."  For purposes of this Agreement,
     "Change of Control" shall mean:

               (i)  the obtaining by any party of fifty percent (50%) of more of
          the voting shares of the Corporation pursuant to a "tender offer" for
          such shares as provided under Rule 14d-2 promulgated under the
          Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
          any subsequent comparable federal rule or regulation governing tender
          offers; or

               (ii)  individuals who were members of the Board immediately prior
          to any particular meeting of the Corporation's shareholders which
          involves a contest for the election of directors fail to constitute a
          majority of the members of the Board following such election; or

               (iii) the Corporation's executing an agreement concerning the
          sale of substantially all of its assets to a purchaser which is not a
          subsidiary; or

               (iv)  the Corporation's adoption of a plan of dissolution or
          liquidation;

               (v)  the Corporation's executing an agreement concerning a merger
          of consolidation involving the Corporation in which the Corporation is
          not the surviving corporation or if, immediately following such merger
          or consolidation, less than fifty percent (50%) of the surviving
          corporation's outstanding voting stock is held by persons who are
          stockholders of the Corporation immediately prior to such merger of
          consolidation.

          (d)  Executive's Rights to Terminate.  Executive may, at her option,
     terminate her employment hereunder for any reason upon 60 days' prior
     written notice to the Corporation.

          (e)  Death.  This Agreement shall terminate automatically upon
     Executive's death.

          (f)  Disability.  The term "Disability" as used in connection with
     termination of the employment of Executive shall mean the inability of
     Executive to substantially perform her material duties hereunder due to
     physical or mental disablement which continues for a period of six (6)
     consecutive months, during the term of employment (during which six (6)
     month period Executive's salary and benefits shall continue) as determined
     by an independent qualified physician mutually acceptable to the
     Corporation and Executive (or her personal representative).
     Notwithstanding the above, in the event of  Disability, Executive shall be
     entitled to participate in and be covered by the Corporation's group health
     plan until Executive is able to obtain health insurance on substantially
     the same terms and conditions as provided in the Corporation's group health
     plan; provided, however, that if the Corporation's group health plan does
     not allow Executive and her dependents to continue coverage, then the
     Corporation and Executive agree to negotiate a mutually satisfactory
     alternative to provide Executive with the benefits intended by this
     Paragraph 8(f).

          (g)  Without Cause.  The Corporation may, at its option, terminate
     Executive's employment without Cause at any time upon written notice to
     Executive.




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          (h)  Date of Termination.  For purposes of this Agreement, the term
     "Date of Termination" shall mean the date that any party gives notice,
     through action or otherwise, that it intends to terminate this Agreement
     pursuant to the terms hereof or the date, if any, specified by the
     terminating party in such notice as the effective date of termination;
     provided, however, with respect to termination for Cause, the Date of
     Termination shall be the date of receipt by Executive of written notice
     form the Board as required by Paragraph 8(a) hereof.  In addition, where
     Executive gives notice to terminate this Agreement and the effective date
     of termination is other than the date the Corporation receives notice of
     termination, the Corporation reserves the right to accelerate the
     Termination Date to the date Executive notified the Corporation of her
     intent to terminate this Agreement.

     9.    OBLIGATIONS OF THE CORPORATION UPON TERMINATION.

          (a)  Without cause or for Good Reason.  If the Corporation shall
     terminate Executive's employment without Cause or if Executive shall
     terminate her employment for Good Reason, this Agreement shall terminate
     without further obligation to Executive hereunder, other that the
     obligation (i) to continue to pay Executive in accordance with the
     Corporation's normal payroll payment procedures her Base Salary from the
     Date of Termination at the rate in effect on the Date of Termination
     through the next anniversary of the Effective Date; and (ii) to continue to
     provide Executive with the benefits set forth in Paragraph 4(a) through the
     next anniversary of the Effective Date.

          (b)  Voluntary. If Executive terminates her employment for other than
     Good Reason (a "Voluntary Termination"), this Agreement shall terminate
     without further obligation to Executive hereunder, other than the
     obligation (i) to continue to pay Executive in accordance with the
     Corporation's normal payroll payment procedures her Base Salary through
     the Date of Termination at the rate in effect on the Date Termination; and
     (ii) to continue to provide Executive with benefits of the type described
     in Paragraph 4(a) through the day preceding the Date of Termination.

          (c)  Cause.  If Executive's employment shall be terminated by the
     Corporation for "Cause" the Corporation shall continue to pay Executive her
     Base Salary through the Date of Termination at the rate in effect upon the
     Date of Termination.  Thereafter, the Corporation shall have no further
     obligation to Executive.

          (d)  Death.  If Executive's employment is terminated by reason of
     Executive's death, the corporation shall pay to Executive's heirs or
     estate, the Base Salary at the rate in effect on the day preceding death
     through the next anniversary of the Effective Date, in one lump sum,
     payable within sixty days of the date of death.

          (e)  Disability.  If Executive's employment is terminated by reason of
     Disability, the Corporation shall (i) continue in accordance with the
     Corporation's normal payroll payment procedures to pay Executive her Base
     Salary form the Date of Termination at the rate in effect on the Date of
     Termination, through the next anniversary of the Effective Date; provided,
     however, that if an event or condition is determined to be the cause of
     Disability, by an independent qualified physician acceptable to Executive
     and the Corporation, and such event or condition occurs at any time in the
     last six months of the Term, then the Corporation shall continue to pay
     Executive her Base Salary in accordance with the Corporation's normal
     payroll procedures for a period of Six (6) months beyond the Term; and
     (ii) continue to provide Executive with benefits of the type described in
     Paragraph 4(a) through the next anniversary of the Effective Date;
     provided, however, that if the Corporation's group health plan does not
     allow Executive and her dependents to continue coverage, then the
     Corporation and Executive agree to negotiate a mutually satisfactory
     alternative to provide Executive with the benefits intended by this
     Paragraph 9(e).

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          (f)  Change of Control.  If Executive terminates her employment within
     90 days following a Change of Control, the Corporation shall (i) continue
     in accordance with the Corporation's normal payroll payment procedures to
     pay Executive her Base Salary at the rate in effect on the Date of
     Termination through the next anniversary of the Effective Date; and (ii)
     continue to provide Executive with benefits of the type described in
     Paragraph 4(a) through the day preceding the Date of Termination.

     10.   NON-COMPETITION.  Executive acknowledges and recognizes the highly
     competitive nature of the  Corporation and its affiliates and Executive
     accordingly covenants and agrees, that at all times for a period of twelve
     (12) consecutive months subsequent to the end of the Term or the Date of
     Termination, whichever occurs earlier, as follows:

          (a)  Executive will not directly or indirectly own, manage, operate,
     finance, join control or participate in the ownership, management,
     organization , financing or control of, or be connected as an officer,
     director, employee, partner, principal, agent, representative, consultant
     or otherwise with any business or enterprise engaged in a business the same
     as or substantially similar to the business of the Corporation and its
     affiliates except as a holder of fewer that 5% of the outstanding shares or
     other equity interests of a company whose shares or other equity interests
     are registered under Section 12 of the Exchange Act.

          (b)  Executive will not directly or indirectly induce any employee of
     the Corporation or any of its affiliates to engage in any activity in which
     Executive is prohibited from engaging by subparagraph (a) above or to
     terminate their employment with the corporation or any of its affiliates,
     and will not directly or indirectly employ or offer employment to any
     person who was employed by the Corporation or any of its affiliates unless
     such person shall have been terminated without cause or ceased to be
     employed by any such entity for a period of at least 12 months.

          (c)  Executive will not use or permit her name to be used in
     connection with any business or enterprise engaged in the business the same
     as or similar to Corporation or its affiliates or any other business
     engaged in by Corporation or any of its affiliates.

          (d)  Executive will not use the name of the Corporation or any name
     similar thereto, but nothing in this clause shall be deemed, by
     implication, to authorize or permit use of such name after expiration of
     such period.

          (e)  Executive will not make any statement or take any action intended
     to impair the goodwill or the business reputation of the Corporation or any
     of is affiliates, or to be otherwise detrimental to the interests of the
     Corporation or any of its affiliates, including any action or statement
     intended, directly or indirectly, to benefit a competitor of the
     Corporation or any of its affiliates, except as may be required by
     applicable law or by a local, state or federal regulatory agency.

          (f)  Executive will not (a) disclose any customer lists or any part
     thereof to any person, firm, corporation, association or other entity for
     any reason or purpose whatsoever; (b) assist in obtaining any of the
     Corporation's customers for any other similar business; (c) encourage any
     customer to terminate, change or modify its relationship with the
     Corporation; or (d) solicit or divert or attempt to solicit or divert
     the Corporation's customers.









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          (g)  The Corporation shall have the right, subject to applicable law,
     to inform any other third party that the Corporation reasonably believes
     to be, or to be contemplating participating with Executive or receiving
     from Executive properties of the Corporation in violation of this Agreement
     and of the rights of the Corporation hereunder, and that participation by
     any such third party with Executive in activities in violation of this
     Paragraph 10 may give rise to claims by the Corporation against such third
     party;

          (h)  Executive and the Corporation agree that in light of the
     specialized nature of the industry and the national-customer base of the
     Corporation's business, that the restrictions set forth in this Paragraph
     10 shall apply to Executive within the territory of the United States of
     America.  It is expressly understood and agreed that although Executive and
     the Corporation consider the restriction contained in the Paragraph 10 to
     be reasonable, if a final judicial determination is made by a court of
     competent jurisdiction that the time or territory or any other restriction
     contained in this Agreement is an unenforceable restriction against
     Executive, the provisions of this Agreement shall not be rendered void but
     shall be deemed amended to apply as to such maximum time and territory and
     to such maximum intent as such court may judicially determine or indicate
     to be enforceable.  Alternatively, if any court of competent jurisdiction
     finds that any restriction contained in this Agreement is unenforceable,
     and such restriction cannot be amended so as to make it enforceable, such
     finding shall not affect the enforceability of any of the other
     restrictions contained herein; provided, however that the provisions of
     this Paragraph 10 shall not apply if Executive is terminated without Cause
     or Executive terminates for Good Reason.

               (i)  The failure of Executive to abide by the provisions of this
          Paragraph 10 shall be deemed a material breach of this Agreement.  The
          primary purpose of the covenant not to compete is the Corporation's
          legitimate interest in protecting its economic welfare and business
          goodwill.  The Corporation and the Executive further agree that this
          covenant shall in no way be construed as a mere limitation on
          competition nor shall it be construed as a restraint on Executive's
          right to engage in a common calling.

     11.   PROPRIETARY INFORMATION.  Executive agrees that at all times during
     the Term of this Agreement and after Executive is no longer employed by
     the Corporation, Executive shall not use for her personal benefit, or
     disclose, communicate or divulge to, or use for the direct or indirect
     benefit on any person, firm, association or company other than the
     Corporation, any Proprietary Information.  "Proprietary Information" means
     information relating to the properties, prospects, products, services or
     operations of the Corporation or any direct or indirect affiliate thereof
     that is not generally known, is proprietary to the Corporation or such
     affiliate and is made known to Executive or learned or acquired by
     Executive while in the employ of the Corporation, including, by way of
     illustration, but not limitation, information concerning trade secrets,
     processes, structures, formulae, data and know-how, improvements,
     inventions, product concepts, techniques, marketing plans, strategies,
     forecasts, customer lists and information about the Corporation's employees
     and/or consultants (including, without limitation, the compensation, job
     responsibility and job performance of such employees and/or consultants).
     However, Proprietary Information shall not include (i) at the time of
     disclosure to Executive such information that was in the public domain or
     later entered the public domain other than as result of a beach of an
     obligation herein; or (ii) subsequent to disclosure to Executive, Executive
     received such information form a third party under no obligation to
     maintain such information in confidence, and the third party came into
     possession of such information other than as a result of a breach of an
     obligation herein.  All materials or articles of information of any kind
     furnished to Executive by the Corporation or developed by Executive in the
     course of her employment thereunder are and shall remain the sole property
     of the Corporation; and if the Corporation requests the return of such
     information at any time during, upon or after the termination of
     Executive's employment hereunder, Executive shall immediately deliver the
     same to the Corporation.

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     12.   OWNERSHIP OF PROPRIETARY INFORMATION.  Executive agrees that all
     Proprietary Information shall be the sole property of the Corporation and
     its assigns, and the Corporation and its assigns shall be the sole owner
     of all licenses and other rights in connection with such proprietary
     Information.  At all times during the Term of this Agreement and after
     Executive is no longer employed by the Corporation, Executive will keep
     the strictest confidence and trust all Proprietary Information and will not
     use or disclose such Proprietary Information, or anything relating to such
     information, without the prior written consent of the Corporation, except
     as many be necessary in the ordinary course of performing her duties under
     this Agreement.

     13.   DOCUMENTS AND OTHER PROPERTY.  All materials or articles of
     information of any kind furnished to Executive in the course of her
     employment hereunder are and shall remain the sole property of the
     Corporation; and if the Corporation requests the return of such information
     at any time during, upon or after the termination of Executive's employment
     hereunder, Executive shall immediately deliver the same to the Corporation.
     Executive will not, without the prior written consent of the Corporation,
     retain any documents, data or property, or any reproduction thereof of any
     description, belonging to the Corporation or pertaining to any Proprietary
     Information.

     14.   THIRD-PARTY INFORMATION.  The Corporation from time to time receives
     from third parties confidential or proprietary information subject to a
     duty on the Corporation's part to maintain the confidentiality of such
     information and to use it only for certain limited purposes ("Third-party
     Information").  At all times, until after the later of (a) the Expiration
     Date, (b) the fifth anniversary of the Date of Termination or (c) the
     period of time the Corporation must maintain the Third-Party Information as
     confidential, Executive will hold Third-Party Information in the strictest
     confidence and will not disclose or use Third-Party Information except as
     permitted by the agreement between the Corporation and such third party.

     5.   INTELLECTUAL PROPERTY.  Any and all improvements, inventions, designs,
     ideas, works of authorship, copyrightable works, discoveries, trademarks,
     copyrights, trade secrets, formulae, processes, techniques, know-how, and
     data, whether or not patentable (collectively "Products"), made or
     conceived or reduced to practice or learned by Executive, either along or
     jointly with others, during the period of Executive's employment (whether
     or not during normal working hours) that are related to or useful in the
     actual or anticipated business of the Corporation, or result from tasks
     assigned Executive by the Corporation or result from Executive's use of
     premises or equipment owned, leased, or contracted for by the Corporation
     (a) during the period of this Agreement, or (b) within a period of one year
     after the Date of Termination, which may be directly or indirectly useful
     in, or relate to, the business of the Corporation, shall be promptly and
     fully disclosed by Executive to the Board and, if such intellectual
     property was made, developed or created pursuant to Executive's employment
     hereunder, such intellectual property shall be the Corporation's exclusive
     property as against Executive, and Executive shall promptly deliver to an
     appropriate representative of the Corporation as designated by the Board
     all papers, drawings, models, data and other material relating to any
     invention made, developed or created by him as aforesaid.  Executive shall,
     at the request of the Corporation and without any payment therefor, execute
     any documents necessary or advisable in the opinion of the Corporation's
     counsel or direct issuance of patents or copyrights to the Corporation with
     respect to such Products as are to be the Corporation's exclusive property
     as against Executive or to vest in the Corporation title to such Products
     as against executive.  The expense of securing any such patent or copyright
     shall be borne by the Corporation.  Executive shall be compensated, in
     accordance with the Corporation's "Creative Awards" standard policy, for
     all Products created or developed by the Executive either prior to her
     employment (if delivered to the Corporation) or during the term of her
     Employment.


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     16.   EQUITABLE RELIEF.  Executive acknowledges that, in view of the nature
     of the business in which the Corporation is engaged, the restrictions
     contained in paragraphs 10 through 15, inclusive (the "Restrictions") are
     reasonable and necessary in order to protect the legitimate interest of the
     Corporation, and that any violation thereof would result in irreparable
     injuries to the Corporation, and Executive therefor further acknowledges
     that, if Executive violates, or threatens to violate, any of the
     Restrictions, the Corporation shall be entitled to obtain from any court of
     competent jurisdiction, without the posting of any bond or other security,
     preliminary and permanent injunctive relief as well as damages and an
     equitable accounting of all earnings, profits and other benefits arising
     from such violation, which rights shall be cumulative and in addition to
     any other rights or remedies in law or equity to which the Corporation may
     be entitled.

     17.   BINDING EFFECT.  This Agreement shall be binding upon and inure to
     the benefit of the heirs and representatives of Executive and the
     successors and assigns of the Corporation.  The Corporation shall require
     any successor (whether direct or indirect, by purchase, merger,
     reorganization, consolidation, acquisition of property or stock,
     liquidation or otherwise) to all or a significant portion of its assets,
     by agreement in form and substance satisfactory to Executive, expressly to
     assume and agree to perform this Agreement in the same manner and to the
     same extent that the Corporation would be required to perform this
     Agreement if no such succession had taken place.  Regardless whether such
     agreement is executed, this Agreement shall be binding upon any successor
     of the Corporation in accordance with the operation of law and such
     successor shall be deemed the "Corporation," for purposes of this
     Agreement.

     18.   NOTICES.  All notices, requests, demands and other communications
     hereunder shall be in writing and shall be deemed to have been duly given
     if delivered by hand or mailed within the continental United States by
     first-class certified mail, return receipt requested, postage prepaid,
     addressed as follows:

           (a)   if to the Board or the Corporation, to:
                 Nanopierce Technologies, Inc.
                 370 Seventeenth Street, Suite 3580
                 Denver, Colorado 80202
                 Attention: President

           (b)   if to Executive:
                 Kristi J. Kampmann
                 370 17th Street, Suite 3580
                 Denver, CO 80202

     Such addresses may be changed by written notice sent to the other party at
     the last recorded address of that party.

     19.   ARBITRATION OF ALL DISPUTES.

          (a)  Any controversy or claim arising out of or relating to this
     Agreement or the breach thereof (including the arbitrability of any
     controversy or claim), shall be settled by arbitration in the City of
     Denver in accordance with the laws of the State of Colorado by three
     arbitrators, one of whom shall be appointed by the Corporation, one by
     Executive and the third of whom shall be appointed by the first two
     arbitrators.  If the first two arbitrators cannot agree on the appointment
     of a third arbitrator, then the third arbitrator shall be appointed by the
     American Arbitration Association.  The arbitration shall be conducted in
     accordance with the rules of the American Arbitration Association, except
     with respect to the selection of arbitrators which shall be as provided in
     this paragraph 19.  The cost of any arbitration proceeding hereunder shall
     be borne equally by the Corporation and Executive.  The award of the
     arbitrators shall be binding upon the parties.  Judgment upon the award
     rendered by the arbitrators may be entered in any court having
     jurisdiction thereof.

<PAGE>



          (b)  If it shall be necessary or desirable for Executive to retain
     legal counsel and incur other costs and expenses in connection with the
     enforcement of any or all of her rights under this Agreement, and provided
     that Executive substantially prevails in the enforcement of such rights,
     the Corporation shall pay (or Executive shall be entitled to recover from
     the Corporation, as the case may be) Executive's reasonable attorneys' fees
     and costs and expenses in connection with the enforcement of her rights
     including the enforcement of any arbitration award.

     20.   NO ASSIGNMENT.  Except as otherwise expressly provided herein, this
     Agreement is not assignable by any party and no payment to be made
     hereunder shall be subject to anticipation, alienation, sale, transfer,
     assignment, pledge, encumbrance or other charge.

     21.   EXECUTION IN COUNTERPARTS.  This Agreement may be executed by parties
     hereto in two or more counterparts, each of which shall be deemed to be an
     original, but all such counterparts shall constitute one and the same
     instrument.  The facsimile signature of any party to this Agreement shall
     be considered an original signature of such person.

     22.   JURISDICTION AND GOVERNING LAW.  Jurisdiction over disputes with
     regard to this Agreement shall be exclusively in the courts of the State of
     Colorado, and this Agreement shall be construed and interpreted in
     accordance with and governed by the laws of the State of Colorado, other
     than the conflict of laws provisions of such laws.

     23.   SEVERABILITY.  If any provision of this Agreement shall be adjudged
     by any court of competent jurisdiction to be invalid or unenforceable for
     any reason, such judgment shall not affect, impair or invalidate the
     remainder of this Agreement.

     24.   ENTIRE AGREEMENT.  This Agreement embodies the entire agreement of
     the parties hereof, and supersedes all other oral or written agreements or
     understandings between them regarding the subject matter hereof.  No
     change, alteration or modification hereof may be made except in a writing,
     signed by each of the parties hereto.

     25.   HEADINGS DESCRIPTIVE.  The headings of the several paragraphs of this
     Agreement are inserted for convenience only and shall not in any way affect
     the meaning or construction of any of this Agreement.



























<PAGE>




          IN WITNESS WHEREOF, the parties hereto have executed and delivered
     this Agreement as of the day and year first above written.



                                   NANOPIERCE TECHNOLOGIES, INC.



                                   By:  ________________________________
                                        Paul H. Metzinger, President & CEO

                                   EXECUTIVE


                                   By:  _________________________________
                                        Kristi J. Kampmann
















































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