EXHIBIT 4.4

Advance Display Technologies, Inc.
May 23, 2001
Page 1



               WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK

No. 1                                                           Shares   500,000
------------

     FOR VALUE RECEIVED, Advance Display Technologies, Inc. (the "Company"), a
Colorado corporation, hereby certifies that Tucker Anthony Sutro Capital
Markets, Inc. ("TASCM") or its permitted assigns are entitled to purchase from
the Company, at any time or from time to time prior to 5:00 P.M., New York City
time then current, on May 24, 2006, 500,000 fully paid and non-assessable shares
of the common stock, $.001 par value, of the Company at the purchase price of
$.15 (Fifteen cents) (computed on the basis of the closing price per share of
the Company's common stock on 05/24/01). (Hereinafter, (i) said common stock,
together with any other equity securities which may be issued by the Company
with respect thereto or in substitution therefor, is referred to as the "Common
Stock," (ii) the shares of the Common Stock purchasable hereunder are referred
to as the "Warrant Shares," (iii) the aggregate purchase price payable hereunder
for the Warrant Shares is referred to as the "Aggregate Warrant Price," (iv) the
price payable hereunder for each of the shares of the Warrant Shares is referred
to as the "Per Share Warrant Price" and (v) this warrant and all warrants
hereafter issued in exchange or substitution for this warrant are referred to as
"Warrants.") The Aggregate Warrant Price is not subject to adjustment. The Per
Share Warrant Price is subject to adjustment as hereinafter provided; in the
event of any such adjustment, the number of Warrant Shares shall be adjusted by
dividing the Aggregate Warrant Price by the Per Share Warrant Price in effect
immediately after such adjustment.

1.   Exercise of Warrant.

(a)  This Warrant may be exercised, in whole at any time or in part from time to
     time prior to 5:00 P.M., New York City time then current, on May 24, 2006
     (the "Expiration Date"), by the holder of this Warrant (the "Holder") by
     the surrender of this Warrant (with the subscription form at the end hereof
     duly executed) at the address set forth in Subsection 10(a) hereof,
     together with proper payment of the Aggregate Warrant Price, or the
     proportionate part thereof if this Warrant is exercised in part. Payment
     for the Warrant Shares shall be made by check, payable to the order of the
     Company. If this Warrant is exercised in part, this Warrant must be
     exercised for a number of whole shares of the Common Stock, and the Holder
     is entitled to receive a new Warrant covering the number of Warrant Shares
     in respect of which this Warrant has not been exercised and setting forth
     the proportionate part of the Aggregate Warrant Price applicable to such
     Warrant Shares. Upon such exercise and surrender of this Warrant, the
     Company will (i) issue a certificate or certificates in the name of the
     Holder for the largest number of whole shares of the Common Stock to which
     the Holder shall be entitled and, if this Warrant is exercised in whole, in
     lieu of any fractional share of the Common Stock to which the Holder shall
     be entitled, pay cash equal to the fair value of such fractional share
     (determined in such reasonable manner as the Board of Directors of the
     Company shall determine), and (ii) deliver the other securities and
     properties receivable upon the exercise of this Warrant, or the
     proportionate part thereof if this Warrant is exercised in part, pursuant
     to the provisions of this Warrant.

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Advance Display Technologies, Inc.
May 23, 2001
Page 2


(b)  In lieu of exercising this Warrant in the manner set forth in paragraph
     1(a) above, this Warrant may be exercised in whole at any time or in part
     from time to time on or prior to the Expiration Date by surrender of the
     Warrant without payment of any other consideration, commission or
     remuneration, together with the cashless exercise subscription form at the
     end hereof, duly executed. The number of shares to be issued in exchange
     for the Warrant shall be the product of (x) the excess of the market price
     of the Common Stock on the date of surrender of the Warrant and the
     exercise subscription form over the Per Share Warrant Price and (y) the
     number of shares subject to issuance upon exercise of the Warrant, divided
     by the market price of the Common Stock on such date. Upon such exercise
     and surrender of this Warrant, the Company will (i) issue a certificate or
     certificates in the name of the Holder for the largest number of whole
     shares of the Common Stock to which the Holder shall be entitled and, in
     lieu of any fractional share of the Common Stock to which the Holder shall
     be entitled, pay cash equal to the fair value of such fractional share
     (determined in such reasonable manner as the Board of Directors of the
     Company shall determine), and (ii) deliver the other securities and
     properties receivable upon the exercise of this Warrant, pursuant to the
     provisions of this Warrant.

2.   Reservation of Warrant Shares.

     The Company agrees that, prior to the expiration of this Warrant, the
Company will at all times have authorized and in reserve, and will keep
available, solely for issuance or delivery upon the exercise of this Warrant,
such number of shares of the Common Stock and such amount of other securities
and properties as from time to time shall be deliverable to the Holder upon the
exercise of this Warrant, free and clear of all restrictions on sale or transfer
(except such as may be imposed under applicable federal and state securities
laws) and free and clear of all preemptive rights and all other rights to
purchase securities of the Company.

3.   Protection Against Dilution.

(a)  If, at any time or from time to time after the date of this Warrant, the
     Company shall distribute to the holders of its outstanding Common Stock,
     (i) securities, other than shares of Common Stock, or (ii) property, other
     than cash not out of earned surplus, without payment therefor, with respect
     to Common Stock, then, and in each such case, the Holder, upon the exercise
     of this Warrant, shall be entitled to receive the securities and property
     which the Holder would hold on the date of such exercise if, on the date of
     this Warrant, the Holder had been the holder of record of the number of
     shares of the Common Stock subscribed for upon such exercise and, during
     the period from the date of this Warrant to and including the date of such
     exercise, had retained such shares and the securities and properties
     receivable by the Holder during such period. Notice of each such
     distribution shall be forthwith mailed to the Holder.

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Advance Display Technologies, Inc.
May 23, 2001
Page 3


(b)  If, at any time or from time to time after the date of this Warrant, the
     Company shall (i) pay a dividend or make a distribution on its capital
     stock in shares of Common Stock, (ii) subdivide its outstanding shares of
     Common Stock into a greater number of shares, (iii) combine its outstanding
     shares of Common Stock into a smaller number of shares or (iv) issue by
     reclassification of its Common Stock any shares of capital stock of the
     Company, the Per Share Warrant Price and Warrant Shares in effect
     immediately prior to such action shall be adjusted so that the Holder of
     any Warrant thereafter exercised shall be entitled to receive the number of
     shares of Common Stock or other capital stock of the Company which he would
     have owned or been entitled to received immediately following the happening
     of any of the events described above had such Warrant been exercised
     immediately prior thereto. An adjustment made pursuant to this (b) shall
     become effective immediately after the record date in the case of a
     dividend or distribution and shall become effective immediately after the
     effective date in the case of a subdivision, combination or
     reclassification. If, as a result of an adjustment made pursuant to this
     (b), the holder of any Warrant thereafter surrendered for exercise shall
     become entitled to receive shares of two or more classes of capital stock
     or shares of Common Stock and other capital stock of the Company, the Board
     of Directors (whose reasonable determination shall be conclusive and shall
     be described in a written notice to the Holder of any Warrant promptly
     after such adjustment) shall determine the allocation of the adjusted Per
     Share Warrant Price between or among shares of such classes or capital
     stock or shares of Common Stock and other capital stock.

(c)  Except as provided in 3(e), in case the Company shall hereafter issue or
     sell any shares of Common Stock for a consideration per share less than the
     fair market value in effect immediately prior to such issuance or sale, the
     Per Share Warrant Price shall be adjusted as of the date of such issuance
     or sale so that the same shall equal the price determined by dividing (i)
     the sum of (A) the number of shares of Common Stock outstanding immediately
     prior to such issuance or sale multiplied by the Per Share Warrant Price
     plus (B) the consideration received by the Company upon such issuance or
     sale by (ii) the total number of shares of Common Stock outstanding after
     such issuance or sale.

(d)  Except as provided in 3(e), in case the Company shall hereafter issue or
     sell any rights, options, warrants or securities convertible into Common
     Stock entitling the holders thereof to purchase the Common Stock or to
     convert such securities into Common Stock at a price per share (determined
     by dividing (i) the total amount, if any, received or receivable by the
     Company in consideration of the issuance or sale of such rights, options,
     warrants or convertible securities plus the total consideration, if any,
     payable to the Company upon exercise or conversion thereof (the "Total
     Consideration") by (ii) the number of additional shares of Common Stock
     issuable upon exercise or conversion of such securities) less than the then
     fair market value in effect on the date of such issuance or sale, the Per
     Share Warrant Price shall be adjusted as of the date of such issuance or
     sale so that the same shall equal the price determined by dividing (i) the
     sum of (A) the number of shares of Common Stock outstanding on the date of
     such issuance or sale multiplied by the Per Share Warrant Price plus (B)
     the Total Consideration by (ii) the number of shares of Common Stock
     outstanding on the date of such issuance or sale plus the maximum number of
     additional shares of Common Stock issuable upon exercise or conversion of
     such securities.

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Advance Display Technologies, Inc.
May 23, 2001
Page 4


(e)  No adjustment in the Per Share Warrant Price shall be required in the case
     of (i) the issuance of shares of Common Stock upon the exercise of options
     outstanding as of the date hereof which may be granted under the Company's
     official stock option plan as in effect on the date hereof, or (ii) the
     issuance of shares pursuant to the exercise of this Warrant.

(f)  In case of any consolidation or merger to which the Company is a party
     other than a merger or consolidation in which the Company is the continuing
     corporation, or in case of any sale or conveyance to another entity of the
     property of the Company as an entirety or substantially as an entirety, or
     in the case of any statutory exchange of securities with another entity
     (including any exchange effected in connection with a merger of any other
     corporation with the Company), the Holder of this Warrant shall have the
     right thereafter to convert such Warrant into the kind and amount of
     securities, cash or other property which he would have owned or have been
     entitled to receive immediately after such consolidation, merger, statutory
     exchange, sale or conveyance had this Warrant been exercised immediately
     prior to the effective date of such consolidation, merger, statutory
     exchange, sale or conveyance and in any such case, if necessary,
     appropriate adjustment shall be made in the application of the provisions
     set forth in this Section 3 with respect to the rights and interests
     thereafter of the Holder of this Warrant to the end that the provisions set
     forth in this Section 3 shall thereafter correspondingly be made
     applicable, as nearly as may reasonably be, in relation to any shares of
     stock or other securities or property thereafter deliverable on the
     exercise of this Warrant. The above provisions of this 3(f) shall similarly
     apply to successive consolidations, mergers, statutory exchanges, sales or
     conveyances. Notice of any such consolidation, merger, statutory exchange,
     sale or conveyance, and of said provisions so proposed to be made, shall be
     mailed to the Holder not less than twenty (20) days prior to such event. A
     sale of all or substantially all of the assets of the Company for a
     consideration consisting primarily of securities shall be deemed a
     consolidation or merger for the foregoing purposes.

(g)  No adjustment in the Per Share Warrant Price shall be required unless such
     adjustment would require an increase or decrease of at least $0.05 per
     share of Common Stock; provided, however, that any adjustments which by
     reason of this (g) are not required to be made shall be carried forward and
     taken into account in any subsequent adjustment; and provided further,
     however, that adjustments shall be required and made in accordance with the
     provisions of this Section 3 (other than this (g)) not later than such time
     as may be required in order to preserve the tax-free nature of a
     distribution to the Holder of this Warrant or Common Stock. All
     calculations under this Section 3 shall be made to the nearest cent or to
     the nearest 1/100th of a share, as the case may be. Anything in this
     Section 3 to the contrary notwithstanding, the Company shall be entitled to

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Advance Display Technologies, Inc.
May 23, 2001
Page 5


     make such reductions in the Per Share Warrant Price, in addition to those
     required by this Section 3, as it in its reasonable discretion shall deem
     to be advisable in order that any stock dividend, subdivision of shares or
     distribution of rights to purchase stock or securities convertible or
     exchangeable for stock hereafter made by the Company to its shareholders
     shall not be taxable.

(h)  Whenever the Per Share Warrant Price is adjusted as provided in this
     Section 3 and upon any modification of the rights of the Holder of this
     Warrant in accordance with this Section 3, the Company shall, at its own
     expense, within ten (10) days of such adjustment or modification, deliver
     to the holder of this Warrant a certificate of the principal financial
     officer of the Company setting forth the Per Share Warrant Price and the
     number of Warrant Shares after such adjustment or the effect of such
     modification, a brief statement of the facts requiring such adjustment or
     modification and the manner of computing the same.

(i)  If the Board of Directors of the Company shall declare any dividend or
     other distribution in cash with respect to the Common Stock, the Company
     shall mail notice thereof to the Holder not less than twenty (20) days
     prior to the record date fixed for determining shareholders entitled to
     participate in such dividend or other distribution.

4.   Fully Paid Stock; Taxes.

     The Company agrees that the shares of the Common Stock represented by each
and every certificate for Warrant Shares delivered on the exercise of this
Warrant in accordance with the terms hereof shall, at the time of such delivery,
be validly issued and outstanding, fully paid and non-assessable and not subject
to preemptive rights, or other contractual rights to purchase securities of the
Company, and the Company will take all such actions as may be necessary to
assure that the par value or stated value, if any, per share of the Common Stock
is at all times equal to or less than the then Per Share Warrant Price. The
Company further covenants and agrees that it will pay, when due and payable, any
and all federal and state stamp, original issue or similar taxes which may be
payable in respect of the issue of any Warrant Share or certificate therefor.

5.   Registration Under Securities Act of 1933.

(a)  The Company agrees that if, at any time and from time to time during the
     period ending on May 24, 2006, the Holder and/or the holders of any other
     Warrants and/or Warrant Shares who or which shall hold not less than 50% of
     the Warrants and/or Warrant Shares outstanding at such time and not
     previously sold pursuant to this Section 5, request that the Company file a
     registration statement under the Securities Act of 1933 (the "Act")
     covering all or any of the Warrant Shares, the Company will (i) promptly
     notify the Holder and all other registered holders, if any, of other
     Warrants and/or Warrant Shares that such registration statement will be
     filed and that the Warrant Shares which are then held, and/or which may be
     acquired upon the exercise of Warrants, by the Holder and such holders will
     be included in such registration statement at the Holder's and such
     holders' request, (ii) cause such registration statement to cover all
     Warrant Shares which it has been so requested to include, (iii) use its
     best efforts to cause such registration statement to become effective as
     soon as practicable and to remain effective and current for a period not to
     exceed 9 months and (iv) take all other action necessary under any federal
     or state law or regulation of any governmental authority to permit all
     Warrant Shares which it has been so requested to include in such
     registration statement to be sold or otherwise disposed of and will
     maintain such compliance with each such federal and state law and
     regulation of any governmental authority for that period.

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Advance Display Technologies, Inc.
May 23, 2001
Page 6


(b)  The Company agrees that if, at any time and from time to time, the Board of
     Directors of the Company shall authorize the filing of a registration
     statement (any such registration statement being sometimes hereinafter
     called a "Subsequent Registration Statement") under the Act (otherwise than
     pursuant to 5(a) hereof) in connection with the proposed offer of any of
     its securities by it or any of its shareholders, the Company will (i)
     promptly notify the Holder and all other registered holders, if any, of
     other Warrants and/or Warrant Shares that such Subsequent Registration
     Statement will be filed and that the Warrant Shares which are then held,
     and/or which may be acquired upon the exercise of the Warrants, by the
     Holder and such holders will be included in such Subsequent Registration
     Statement at the Holder's and such holders' request, (ii) cause such
     Subsequent Registration Statement to cover all Warrant Shares which it has
     been so requested to include, (iii) cause such Subsequent Registration
     Statement to become effective as soon as practicable and to remain
     effective and current for a period not to exceed and (iv) take all other
     action necessary under any federal or state law or regulation of any
     governmental authority to permit all Warrant Shares which it has been so
     requested to include in such Subsequent Registration Statement to be sold
     or otherwise disposed of and will maintain such compliance with each such
     federal and state law and regulation of any governmental authority for that
     period.

(c)  Whenever the Company is required pursuant to the provisions of this Section
     5 to include Warrant Shares in a Subsequent Registration Statement, the
     Company shall (i) furnish each holder of any such Warrant Shares and each
     underwriter of such Warrant Shares with such copies of the prospectus,
     including the preliminary prospectus, conforming to the Act (and such other
     documents as each such holder or each such underwriter may reasonably
     request) in order to facilitate the sale or distribution of the Warrant
     Shares, (ii) use its best efforts to register or qualify such Warrant
     Shares under the blue sky laws (to the extent applicable) of such
     jurisdiction or jurisdictions as the holders of any such Warrant Shares and
     each underwriter of Warrant Shares being sold by such holders shall
     reasonably request and (iii) take such other actions as may be reasonably
     necessary or advisable to enable such holders and such underwriters
     provided, however, that nothing contained in the paragraph (b) shall
     obligate the company to file or obtain an effective date for the
     registration statement unless it shall otherwise choose to do so to

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Advance Display Technologies, Inc.
May 23, 2001
Page 7


     consummate the sale or distribution in such jurisdiction or jurisdictions
     in which such holders shall have reasonably requested that the Warrant
     Shares be sold provided, however, that nothing contained in this paragraph
     (c) shall obligate the company to file or obtain an effective date for the
     registration statement unless it shall otherwise choose to do so.

(d)  The Company shall pay all expenses incurred in connection with any
     registration or other action pursuant to the provisions of this Section,
     including the attorneys' fees and expenses of the holder(s) of the Warrant
     Shares covered by such registration incurred in connection with such
     registration or other action, other than underwriting discounts,
     commissions or applicable transfer taxes relating to the Warrant Shares.

(e)  The market price of Common Stock shall mean the price of a share of Common
     Stock on the relevant date, determined on the basis of the last reported
     sale price of the Common Stock as reported on the NASDAQ National Market
     System ("NASDAQ") or, if there is no such reported sale on the day in
     question, on the basis of the average of the closing bid and asked
     quotations as so reported or, if the Common Stock is not listed on NASDAQ,
     the last reported sale price of the Common Stock on such other national
     securities exchange upon which the Common Stock is listed or, if the Common
     Stock is not listed on any national securities exchange, on the basis of
     the average of the closing bid and asked quotations on the day in question
     in the over-the-counter market as reported by the National Association of
     Securities Dealers' Automated Quotations System or, if not so quoted, as
     reported by National Quotation Bureau, Incorporated or any similar
     organization or, if not reported, as determined by an independent,
     qualified, professional appraiser whose cost shall be borne by the Company.

6.   Indemnification.

(a)  The Company agrees to indemnify and hold harmless each selling holder of
     Warrant Shares and each person who controls any such selling holder within
     the meaning of Section 15 of the Act, and each and all of them, from and
     against any and all losses, claims, damages, liabilities or actions, joint
     or several, to which any selling holder of Warrant Shares or they or any of
     them may become subject under the Act or otherwise and to reimburse the
     persons indemnified as above for any legal or other expenses (including the
     cost of, and for the personnel time spent in connection with, any
     investigation, testimony and preparation) incurred by them in connection
     with any litigation or threatened litigation, whether or not resulting in
     any liability, but only insofar as such losses, claims, damages,
     liabilities or actions arise out of, or are based upon, (i) any untrue
     statement or alleged untrue statement of a material fact contained in any
     registration statement pursuant to which Warrant Shares were registered
     under the Act (hereinafter called a "Registration Statement"), any
     preliminary prospectus, the final prospectus or any amendment or supplement
     thereto (or in any application or document filed in connection therewith)
     or document executed by the Company based upon written information
     furnished by or on behalf of the Company filed in any jurisdiction in order
     to register or qualify the Warrant Shares under the securities laws thereof
     or the omission or alleged omission to state therein a material fact
     required to be stated therein or necessary to make the statements therein,
     in the light of the circumstances under which they were made, not
     misleading, or (ii) the employment by the Company of any device, scheme or

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Advance Display Technologies, Inc.
May 23, 2001
Page 8


     artifice to defraud, or the engaging by the Company in any act, practice or
     course of business which operates or would operate as a fraud or deceit, or
     any conspiracy with respect thereto, in which the Company shall
     participate, in connection with the issuance and sale of any of the Warrant
     Shares; provided, however, that (i) the indemnity agreement contained in
     this (a) shall not extend to any selling holder of Warrant Shares in
     respect of any such losses, claims, damages, liabilities or actions arising
     out of, or based upon, any such untrue statement or alleged untrue
     statement, or any such omission or alleged omission, if such statement or
     omission was based upon and made in conformity with information furnished
     in writing to the Company by a selling holder of Warrant Shares
     specifically for use in connection with the preparation of such
     Registration Statement, any final prospectus, any preliminary prospectus or
     any such amendment or supplement thereto. The Company agrees to pay any
     legal and other expenses for which it is liable under this (a) from time to
     time within thirty (30) days after its receipt of a bill therefor.

(b)  Each selling holder of Warrant Shares, severally and not jointly, will
     indemnify and hold harmless the Company, its directors, its officers who
     shall have signed the Registration Statement and each person, if any, who
     controls the Company within the meaning of Section 15 of the Act to the
     same extent as the foregoing indemnity from the Company, but in each case
     to the extent, and only to the extent, that any statement in or omission
     from or alleged omission from such Registration Statement, any final
     prospectus, any preliminary prospectus or any amendment or supplement
     thereto was made in reliance upon information furnished in writing to the
     Company by such selling holder specifically for use in connection with the
     preparation of the Registration Statement, any final prospectus or the
     preliminary prospectus or any such amendment or supplement thereto;
     provided, however, that the total obligation of any holder of Warrant
     Shares to indemnify any and all such indemnified parties under the
     provisions of this (b) shall be limited to the product of the number of
     Warrant Shares being sold by the selling holder and the excess of the
     market price of the Common Stock on the date of the sale to the public of
     these Warrant Shares over the Per Share Warrant Price. Each selling holder
     of Warrant Shares agrees to pay any legal and other expenses for which it
     is liable under this (b) from time to time within thirty (30) days after
     receipt of a bill therefor.

(c)  If any action is brought against a person entitled to indemnification
     pursuant to the foregoing 5 (a) or (b) (an "indemnified party") in respect
     of which indemnity may be sought against a person granting indemnification
     (an "indemnifying party") pursuant to such 5 (a) or (b), such indemnified
     party shall promptly notify such indemnifying party in writing of the
     commencement thereof; but the omission to so notify the indemnifying party
     of any such action shall not release the indemnifying party from any
     liability it may have to such indemnified party in accordance with (a) or
     (b) of this Section 6. In case any such action is brought against an

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Advance Display Technologies, Inc.
May 23, 2001
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     indemnified party and it notifies an indemnifying party of the commencement
     thereof, the indemnifying party against which a claim is to be made will be
     entitled to participate therein at its own expense and, to the extent that
     it may wish, to assume at its own expense the defense thereof, with counsel
     reasonably satisfactory to such indemnified party; provided, however, that
     (i) if the defendants in any such action include both the indemnified party
     and the indemnifying party and the indemnified party shall have reasonably
     concluded based upon advice of counsel that there may be legal defenses
     available to it and/or other indemnified parties which are different from
     or additional to those available to the indemnifying party, the indemnified
     party shall have the right to select separate counsel to assume such legal
     defenses and otherwise to participate in the defense of such action on
     behalf of such indemnified party or parties and (ii) in any event, the
     indemnified party shall be entitled to have counsel chosen by such
     indemnified party participate in, but not conduct, the defense at the
     expense of the indemnifying party. Upon receipt of notice from the
     indemnifying party to such indemnified party of its election to so assume
     the defense of such action and approval by the indemnified party of
     counsel, the indemnifying party will not be liable to such indemnified
     party under this Section 6 for any legal or other expenses subsequently
     incurred by such indemnified party in connection with the defense thereof
     unless (i) the indemnified party shall have employed such counsel in
     connection with the assumption of legal defenses in accordance with
     provisos (i) or (ii) to the preceding sentence (it being understood,
     however, that the indemnifying party shall not be liable for the expenses
     of more than one separate counsel), (ii) the indemnifying party shall not
     have employed counsel reasonably satisfactory to the indemnified party to
     represent the indemnified party within a reasonable time after notice of
     commencement of the action or (iii) the indemnifying party has authorized
     the employment of counsel for the indemnified party at the expense of the
     indemnifying party. An indemnifying party shall not be liable for any
     settlement of any action or proceeding effected without its written
     consent, which consent shall not be unreasonably withheld.

(d)  In order to provide for an equitable contribution in circumstances in which
     the indemnity agreement provided for in (a) of this Section 6 is
     unavailable to a selling holder of Warrant Shares in accordance with its
     terms, the Company and the selling holder of Warrant Shares shall
     contribute to the aggregate losses, claims, damages and liabilities, of the
     nature contemplated by said indemnity agreement, incurred by the Company
     and the selling holder of Warrant Shares, in such proportions as is
     appropriate to reflect the relative benefits received by the Company and
     the selling holder of Warrant Shares from any offering of the Warrant
     Shares; provided, however, that if such allocation is not permitted by
     applicable law or if the indemnified party failed to give the notice
     required under (c) of this Section 6, then the relative fault of the
     Company and the selling holder of Warrant Shares in connection with the
     statements or omissions which resulted in such losses, claims, damages and
     liabilities and other relevant equitable considerations will be considered
     together with such relative benefits and provided, however, that the
     limitations in the proviso in (b) of this Section 6 shall apply in all
     cases.

(e)  The respective indemnity and contribution agreements by the Company and the
     selling holder of Warrant Shares in (a), (b), (c) and (d) of this Section 6
     shall remain operative and in full force and effect regardless of (i) any
     investigation made by any selling holder of Warrant Shares or by or on
     behalf of any person who controls such selling holder or by the Company or
     any controlling person of the Company or any director or any officer of the
     Company, (ii) payment for any of the Warrant Shares or (iii) any
     termination of this Agreement, and shall survive the delivery of the
     Warrant Shares, and any successor of the Company, or of any selling holder
     of Warrant Shares, or of any person who controls the Company or any selling
     holder of Warrant Shares, as the case may be, shall be entitled to the
     benefit of such respective indemnity and contribution agreements. The
     respective indemnity and contribution agreements by the Company and the
     selling holder of Warrant Shares contained in (a), (b), (c) and (d) of this
     Section 6 shall be in addition to any liability which the Company and the
     selling holder of Warrant Shares may otherwise have.

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Advance Display Technologies, Inc.
May 23, 2001
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7.   Limited Transferability.

(a)  This Warrant is not transferable or assignable by the Holder except in
     whole or in part (i) to TASCM or any successor firm or corporation of
     TASCM, (ii) to any of the principals, members, officers or employees of
     TASCM or of any such successor firm or (iii) in the case of an individual,
     pursuant to such individual's last will and testament or the laws of
     descent and distribution and is so transferable only upon the books of the
     Company which books the Company shall cause to be maintained. The Company
     may treat the registered holder of this Warrant as he or it appears on the
     Company's books at any time as the Holder for all purposes. The Company
     shall permit any holder of a Warrant or his duly authorized attorney, upon
     written request during ordinary business hours, to inspect and copy or make
     extracts from its books showing the registered holders of Warrants. All
     Warrants will be dated the same date as this Warrant.

(b)  By acceptance hereof, the Holder represents and warrants that this Warrant
     is being acquired, and all Warrant Shares to be purchased upon the exercise
     of this Warrant will be acquired, by the Holder solely for the account of
     such Holder and not with a view to the fractionalization and distribution
     thereof and will not be sold or transferred except in accordance with the
     applicable provisions of the Act and the rules and regulations of the
     Securities and Exchange Commission promulgated thereunder, and the Holder
     agrees that neither this Warrant nor any of the Warrant Shares may be sold
     or transferred except under cover of a Registration Statement under the Act
     which is effective and current with respect to such Warrant Shares or
     pursuant to an opinion, in form and substance reasonably acceptable to the
     Company's counsel, that registration under the Act is not required in
     connection with such sale or transfer. Any Warrant Shares issued upon
     exercise of this Warrant shall bear the following legend:

          "The securities represented by this certificate have not
          been registered under the Securities Act of 1933 and are
          restricted securities within the meaning thereof. Such
          securities may not be sold or transferred except pursuant to
          a registration statement under such Act which is effective
          and current with respect to such securities or pursuant to
          an opinion of counsel reasonably satisfactory to the issuer
          of such securities that such sale or transfer is exempt from
          the registration requirements of such Act."

8.   Loss, etc. of Warrant.

     Upon receipt of evidence satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant, and of indemnity reasonably
satisfactory to the Company, if lost, stolen or destroyed, and upon surrender
and cancellation of this Warrant, if mutilated, and upon reimbursement of the
Company's reasonable incidental expenses, the Company shall execute and deliver
to the Holder a new Warrant of like date, tenor and denomination.

9.   Warrant Holder Not Shareholders.

     Except as otherwise provided herein, this Warrant does not confer upon the
Holder any right to vote or to consent to or receive notice as a shareholder of
the Company, as such, in respect of any matters whatsoever, or any other rights
or liabilities as a shareholder, prior to the exercise hereof.

<PAGE>

Advance Display Technologies, Inc.
May 23, 2001
Page 11


10.  Communication.

     No notice or other communication under this Warrant shall be effective
unless, but any notice or other communication shall be effective and shall be
deemed to have been given if, the same is in writing and is mailed by
first-class mail, postage prepaid, addressed to:

     (a)  the Company at 7334 South Alton Way, Building 14, Suite F, Englewood,
          CO 80112, Attention: Matthew W. Shankle or such other address as the
          Company has designated in writing to the Holder; or

     (b)  the Holder at 100 East Wisconsin Avenue, Milwaukee, WI 53202,
          Attention: Marty Pembroke, or such other address as the Holder has
          designated in writing to the Company.

11.  Headings.

     The headings of this Warrant have been inserted as a matter of convenience
and shall not affect the construction hereof.

12.  Applicable Law.

     This Warrant shall be governed by and construed in accordance with the laws
of the State of New York without giving effect to the principles of conflicts of
law thereof.


<PAGE>

Advance Display Technologies, Inc.
May 23, 2001
Page 12



IN WITNESS WHEREOF, Advance Display Technologies, Inc. has caused this Warrant
to be signed by its President and its corporate seal to be hereunto affixed and
attested by its Assistant Secretary on this 24th day of May, 2001.


ATTEST:

By: ________________________________        By: ________________________________
    David J. Babiarz, Esq.                      Matthew W. Shankle
    Assistant Secretary                         President

[Corporate Seal]

<PAGE>


                                  SUBSCRIPTION


     The undersigned, _______________ , pursuant to the provisions of the
foregoing Warrant, hereby agrees to subscribe for and purchase shares of the
Common Stock of Advance Display Technologies, Inc.. covered by said Warrant, and
makes payment therefor in full at the price per share provided by said Warrant.


Dated:                              Signature:
----------------------              -----------------------------------------

                                    Address:
                                    -----------------------------------------

<PAGE>


                 SUBSCRIPTION FOR CASHLESS WARRANT SUBSCRIPTION


     The undersigned, ____________________ , pursuant to the provisions of the
foregoing Warrant, hereby agrees to subscribe to that number of shares of the
Common Stock as are issuable in accordance with the formula set forth in Section
1(b) of the Warrant, and makes payment therefor in full by surrender and
delivery of this Warrant.



Dated:                                Signature:
----------------------                -----------------------------------------

                                      Address:
                                      -----------------------------------------

<PAGE>


                                   ASSIGNMENT


     FOR VALUE RECEIVED, ________________ hereby sells, assigns and transfers
unto the foregoing Warrant and all rights evidenced thereby, and does
irrevocably constitute and appoint __________, attorney, to transfer said
Warrant on the books of Advance Display Technologies, Inc.


Dated:                              Signature:
----------------------              -----------------------------------------

                                    Address:
                                    -----------------------------------------

<PAGE>


                               PARTIAL ASSIGNMENT


     FOR VALUE RECEIVED, ______________________ hereby assigns and transfers
unto _______________ the right to purchase ____________________ shares of the
Common Stock of by the foregoing Warrant, and a proportionate part of said
Warrant and the rights evidenced hereby, and does irrevocably constitute and
appoint ___________________, attorney, to transfer that part of said Warrant on
the books of Advance Display Technologies, Inc.


Dated:                               Signature:
---------------------                -------------------------------


                                     Address:
                                     -------------------------------