ESCROW AGREEMENT

                      [FOR SECURITIES OFFERING UNDERWRITTEN
                       ON "ALL OR NONE" OR "MIN/MAX" BASIS]


     THIS  ESCROW  AGREEMENT, dated as of January 12, 2004 ("Escrow Agreement"),
is  by  and  between  Charleston  Capital  Corporation,  a  Delaware corporation
("Charleston");  NanoPierce Technologies, Inc., a Nevada corporation ("Issuer");
and  WACHOVIA  BANK,  NATIONAL  ASSOCIATION,  a national banking association, as
Escrow  Agent  hereunder  ("Escrow  Agent").


                                   BACKGROUND

A.     Issuer  has  engaged  Charleston  as  its  agent to sell up to 20,000,000
shares  of  the Company's Common Stock (the "Shares") on a "best efforts" basis,
pursuant  to  the offering document or registration statement attached hereto as
Exhibit  B  (the "Offering Document"). For every share of Common Stock purchased
----------
by an investor, such investor shall receive a Warrant, to purchase one (1) share
of  Common  Stock at an exercise price equal to $.25.  One (1) Share and one (1)
Warrant  are  herein  referred  to as a unit   (singly a "Unit" cumulatively the
"Units").  The  Units  are  being  offered  through Charleston at $.10 per Unit.

     B.   In  accordance  with  the  Offering Document, subscribers to the Units
     (the  "Subscribers"  and  individually, a "Subscriber") will be required to
     submit full payment for their respective investments at the time they enter
     into  subscription  agreements.

     C.   In  accordance  with  the  Offering  Document,  all  payments received
     by  Charleston in connection with subscriptions for Units shall be promptly
     forwarded to Escrow Agent, and Escrow Agent has agreed to accept, hold, and
     disburse  such  funds  deposited  with  it  and  the  earnings  thereon  in
     accordance  with  the  terms  of  this  Escrow  Agreement.

     D.   In order to establish the escrow of funds and to effect the provisions
     of  the Offering Document, the parties hereto have entered into this Escrow
     Agreement.


                             STATEMENT OF AGREEMENT

     NOW  THEREFORE,  for  good  and  valuable  consideration,  the  receipt and
sufficiency  of  which  are  hereby  acknowledged,  the  parties  hereto,  for
themselves,  their  successors  and  assigns,  hereby  agree  as  follows:

     1.     Definitions.  In  addition to the terms defined above, the following
            -----------
terms shall have the following meanings when used herein:


<PAGE>
          "Cash  Investment"  shall  mean the number of Units to be purchased by
any  Subscriber  multiplied  by the offering price per Share as set forth in the
Offering  Document.

          "Cash  Investment  Instrument"  shall  mean  a  check,  money order or
similar  instrument,  made  payable to or endorsed to Escrow Agent in the manner
described  in Section 3(c) hereof, in full payment for the Units to be purchased
              ------------
by  any  Subscriber.

          "Escrow  Funds"  shall  mean the funds deposited with the Escrow Agent
pursuant  to  this Escrow Agreement, together with any interest and other income
thereon.

          "Expiration  Date"  means  the  date  so  designated  on  Exhibit  A.
                                                                    ----------

          "Minimum  Offering"  shall  mean  the  number  Units  so designated on
Exhibit  A  hereto.
----------

          "Minimum Offering Notice" shall mean a written notification, signed by
Charleston,  pursuant to which Charleston shall represent (1) that subscriptions
for  the  Minimum  Offering  have  been  received,  (2)  that,  to  the  best of
Charleston's  knowledge  after  due  inquiry  and  review  of  its records, Cash
Investment  Instruments  in  full  payment  for that number of Units equal to or
greater  than  the  Minimum  Offering  have  been  received,  deposited with and
collected  by  Escrow  Agent,  (3)  and  that  such  subscriptions have not been
withdrawn,  rejected  or otherwise terminated, and (4) that the Subscribers have
no statutory or regulatory rights of rescission without cause or all such rights
have  expired.

          "Pro  Rata Basis," with respect to the allocation among Subscribers of
interest  and  other  earnings  held  in  the Escrow Funds, shall mean, for each
Subscriber,  the  Subscriber's  Cash Investment multiplied by the number of days
the  Cash Investment of such Subscriber was held in interest-bearing investments
pursuant  to  Section  6  hereof,  multiplied by the average yield earned on the
              ----------
Escrow  Funds  during  such  period  of  days.

          "Subscription  Accounting"  shall  mean  an  accounting  of  all
subscriptions  for  Units  received and accepted by Charleston as of the date of
such  accounting, indicating for each subscription the Subscriber's name, social
security  number  and address, the number and total purchase price of subscribed
Units,  the date of receipt by Charleston of the Cash Investment Instrument, and
notations  of  any  nonpayment  of the Cash Investment Instrument submitted with
such  subscription,  any  withdrawal of such subscription by the Subscriber, any
rejection of such subscription by Charleston, or other termination, for whatever
reason,  of  such  subscription.

     2.     Appointment  of  and  Acceptance  by  Escrow  Agent.  Issuer  and
            ---------------------------------------------------
Charleston  hereby  appoint Escrow Agent to serve as escrow agent hereunder, and
Escrow  Agent  hereby  accepts  such appointment in accordance with the terms of
this  Escrow  Agreement.


<PAGE>
     3.     Deposits  into  Escrow.  a.  Upon  receipt by Charleston of any Cash
            ----------------------
Investment  Instrument  for  the  purchase of Units, Charleston shall forward to
Escrow  Agent,  by  12:00  noon  on  the  next business day, the Cash Investment
Instrument  for deposit into the escrow account of the Escrow Agent described on
Exhibit  A  hereto.
----------

Each such deposit shall be accompanied by the following documents:

          (1)  a  report  containing  such  Subscriber's  name,  social security
               number  or  taxpayer  identification  number,  address  and other
               information  required  for  withholding  purposes;

          (2)  a  Subscription  Accounting;  and

          (3)  instructions  regarding the investment of such deposited funds in
               accordance  with  Section  6  hereof.
                                 ----------

     ALL  FUNDS  SO  DEPOSITED  SHALL  REMAIN  THE  PROPERTY  OF THE SUBSCRIBERS
ACCORDING  TO THEIR RESPECTIVE INTERESTS AND SHALL NOT BE SUBJECT TO ANY LIEN OR
CHARGE  BY ESCROW AGENT OR BY JUDGMENT OR CREDITORS' CLAIMS AGAINST ISSUER UNTIL
RELEASED  OR  ELIGIBLE  TO BE RELEASED TO ISSUER IN ACCORDANCE WITH SECTION 4(a)
                                                                    ------------
HEREOF.

          b.     Charleston  and  Issuer  understand  and  agree  that  all Cash
Investment  Instruments  received  by  Escrow  Agent  hereunder  are  subject to
collection  requirements  of  presentment  and final payment, and that the funds
represented  thereby  cannot be drawn upon or disbursed until such time as final
payment  has  been  made  and  is  no longer subject to dishonor.  Upon receipt,
Escrow  Agent  shall process each Cash Investment Instrument for collection, and
the  proceeds  thereof shall be held as part of the Escrow Funds until disbursed
in accordance with Section 4 hereof.  If, upon presentment for payment, any Cash
                   ---------
Investment  Instrument is dishonored, Escrow Agent's sole obligation shall be to
notify Charleston of such dishonor and to return such Cash Investment Instrument
to  Charleston.  Notwithstanding  the  foregoing,  if  for  any  reason any Cash
Investment  Instrument  is  uncollectible  after  payment or disbursement of the
funds  represented  thereby  has  been  made  by  Escrow  Agent,  Issuer  shall
immediately  reimburse  Escrow  Agent  upon receipt from Escrow Agent of written
notice  thereof.

          Upon receipt of any Cash Investment Instrument that represents payment
of  an amount less than or greater than the Cash Investment, Escrow Agent's sole
obligation  shall  be to notify Issuer and Charleston of such fact and to return
such  Cash  Investment  Instrument  to  Charleston.

          c.     All  Cash  Investment  Instruments shall be made payable to the
order  of,  or  endorsed  to  the  order  of,  "Wachovia  Bank,  National
Association/[__ISSUER  NAME__]  - Escrow
                -----------


                                      -3-
<PAGE>
Account,"  and  Escrow  Agent  shall  not be obligated to accept, or present for
payment,  any Cash Investment Instrument that is not payable or endorsed in that
manner.

     4.     Disbursements  of  Escrow  Funds.
            --------------------------------

          a.     Completion  of  Minimum Offering.  Subject to the provisions of
                 ---------------------------------
Section  10 hereof, Escrow Agent shall pay to Issuer the liquidated value of the
-----------
Escrow  Funds,  by  certified  or  bank check or by wire transfer, no later than
fifteen  (15)  business  days  following  receipt  of  the  following documents:

          (1)  A  Minimum  Offering  Notice;

          (2)  Subscription  Accounting,  substantiating the sale of the Minimum
               Offering;

          (3)  The  documents  described  on  Exhibit  C  attached  hereto  and
                                              ----------
               incorporated  herein  by  reference;  and

          (4)  Such  other  certificates,  notices  or other documents as Escrow
               Agent  shall  reasonably  require.

     Notwithstanding  the  foregoing,  Escrow  Agent  shall  not be obligated to
disburse  the  Escrow Funds to Issuer if Escrow Agent has reason to believe that
(a)  Cash  Investment Instruments in full payment for that number of Units equal
to  or  greater than the Minimum Offering have not been received, deposited with
and collected by the Escrow Agent, or (b) any of the certifications and opinions
set forth in the Minimum Offering Notice or the documents described in Exhibit C
                                                                       ---------
attached  hereto  are  incorrect  or  incomplete.

     After  the  initial disbursement of Escrow Funds to Issuer pursuant to this
Section  4(a),  Escrow  Agent  shall pay to Issuer any additional funds received
-------------
with respect to the Units, by certified or bank check or wire transfer, no later
than  fifteen  (15)  business  days  after  receipt.

          b.     Rejection  of  Any Subscription or Termination of the Offering.
                 --------------------------------------------------------------
No  later  than  fifteen  (15)  business  days  after receipt by Escrow Agent of
written notice (i) from Issuer or Charleston that Charleston intends to reject a
Subscriber's  subscription, (ii) from Issuer or Charleston that there will be no
closing  of  the  sale  of Units to Subscribers, (iii) from any federal or state
regulatory  authority  that  any  application  by  Issuer  to  conduct a banking
business has been denied, or (iv) from the Securities and Exchange Commission or
                          --
any other federal or state regulatory authority that a stop or similar order has
been issued with respect to the Offering Document and has remained in effect for
at  least  twenty  (20)  days,  Escrow  Agent  shall  pay  to  the  applicable
Subscriber(s), by certified or bank check and by first-class mail, the amount of
the  Cash  Investment paid by each Subscriber, and shall pay all interest income
on  the  Escrow  Funds  in  the  manner  set  forth  on  Exhibit  A  hereto.
                                                         ----------


                                      -4-
<PAGE>
          c.     Expiration of Offering Period.  Notwithstanding anything to the
                 -----------------------------
contrary  contained  herein,  if  Escrow Agent shall not have received a Minimum
Offering  Notice  on  or  before the Expiration Date, Escrow Agent shall, within
fifteen  (15)  business  days after such Expiration Date and without any further
instruction  or  direction from Charleston or Issuer, return to each Subscriber,
by  certified or bank check and by first-class mail, the Cash Investment made by
such  Subscriber,  and  shall pay all interest income on the Escrow Funds in the
manner  set  forth  on  Exhibit  A  hereto.
                        ----------

     5.     Suspension  of  Performance  or Disbursement Into Court.  If, at any
            -------------------------------------------------------
time,  (i)  there  shall  exist  any  dispute between Charleston, Issuer, Escrow
Agent,  any  Subscriber  or  any  other  person  with  respect to the holding or
disposition  of  all or any portion of the Escrow Funds or any other obligations
of  Escrow  Agent  hereunder,  or  (ii) if at any time Escrow Agent is unable to
determine, to Escrow Agent's sole satisfaction, the proper disposition of all or
any portion of the Escrow Funds or Escrow Agent's proper actions with respect to
its  obligations hereunder, or (iii) if Charleston and Issuer have not within 30
days  of  the  furnishing by Escrow Agent of a notice of resignation pursuant to
Section  7  hereof  appointed  a  successor  Escrow Agent to act hereunder, then
----------
Escrow  Agent  may, in its sole discretion, take either or both of the following
actions:

          a.     suspend  the  performance  of any of its obligations (including
without  limitation  any  disbursement  obligations) under this Escrow Agreement
until  such dispute or uncertainty shall be resolved to the sole satisfaction of
Escrow Agent or until a successor Escrow Agent shall have been appointed (as the
case  may  be).

          b.     petition  (by  means  of  an  interpleader  action or any other
appropriate  method) any court of competent jurisdiction in any venue convenient
to  Escrow  Agent, for instructions with respect to such dispute or uncertainty,
and  to  the  extent required or permitted by law, pay into such court all funds
held  by  it  in the Escrow Funds for holding and disposition in accordance with
the  instructions  of  such  court.

Escrow  Agent  shall  have no liability to Charleston, Issuer, any Subscriber or
any  other  person  with  respect  to  any  such  suspension  of  performance or
disbursement  into  court,  specifically  including  any  liability  or  claimed
liability that may arise, or be alleged to have arisen, out of or as a result of
any  delay  in  the  disbursement  of  the  Escrow Funds or any delay in or with
respect  to  any  other  action  required  or  requested  of  Escrow  Agent.

     6.     Investment  of  Funds.  Escrow  Agent  shall invest and reinvest the
            ---------------------
Escrow  Funds  as  Charleston  shall  direct  (subject  to  applicable  minimum
investment  requirements)  in  writing; provided, however, that no investment or
reinvestment  may  be  made  except  in  the  following:

          a.     direct  obligations  of  the  United  States  of  America  or
obligations  the  principal  of  and  the  interest on which are unconditionally
guaranteed  by  the  United  States  of  America;  or

          b.     savings accounts of any bank, trust company or national banking
association  (including  Escrow  Agent  and  its  affiliates).


                                      -5-
<PAGE>
          If  Escrow Agent has not received written instructions from Charleston
at  any time that an investment decision must be made, Escrow Agent shall invest
the  Escrow  Funds,  or such portion thereof as to which no written instructions
have  been  received, in investments described in clause (b) above.  Each of the
foregoing  investments  shall  be made in the name of Escrow Agent in its stated
capacity  as  escrow  agent.  No  investment  shall be made in any instrument or
security  that  has  a maturity of greater than six (6) months.  Notwithstanding
anything  to  the contrary contained herein, Escrow Agent may, without notice to
Charleston  or Issuer, sell or liquidate any of the foregoing investments at any
time  if  the proceeds thereof are required for any disbursement of Escrow Funds
permitted  or  required hereunder.  All investment earnings shall become part of
the  Escrow  Funds  and  investment  losses  shall be charged against the Escrow
Funds.  Escrow  Agent  shall  not  be  liable or responsible for any loss in the
value  of any investment made pursuant to this Escrow Agreement or for any loss,
cost or penalty resulting from any sale or liquidation of the Escrow Funds. With
respect  to any Escrow Funds or any written investment instruction of Charleston
received  by  Escrow  Agent  after ten o'clock, a.m., Charlotte, North Carolina,
time,  Escrow Agent shall not be required to invest such funds or to effect such
investment  instruction  until the next day upon which banks in Charlotte, North
Carolina  are  open  for  business.

     7.     Resignation  of  Escrow  Agent.  Escrow  Agent  may  resign  and  be
            ------------------------------
discharged  from  the  performance of its duties hereunder at any time by giving
ten (10) days prior written notice to the Charleston and the Issuer specifying a
date  when  such  resignation  shall  take  effect.  Upon  any  such  notice  of
resignation,  the Charleston and Issuer jointly shall appoint a successor Escrow
Agent  hereunder  prior to the effective date of such resignation.  The retiring
Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall
pay  all Escrow Funds to the successor Escrow Agent, after making copies of such
records as the retiring Escrow Agent deems advisable and after payment by Issuer
or deduction from Escrow Funds (to the extent of Issuer's rights therein) of all
fees  and  expenses  (including  court  costs  and  attorneys' fees) payable to,
incurred  by,  or  expected  to  be  incurred  by  the  retiring Escrow Agent in
connection  with  the  performance  of its duties and the exercise of its rights
hereunder.  After  any  retiring  Escrow  Agent's resignation, the provisions of
this  Escrow  Agreement  shall  inure  to its benefit as to any actions taken or
omitted to be taken by it while it was Escrow Agent under this Escrow Agreement.
Any  corporation  or  association  into  which the Escrow Agent may be merged or
converted  or  with  which  it  may  be  consolidated,  or  any  corporation  or
association  to  which  all  or  substantially all of the escrow business of the
Escrow Agent's corporate trust line of business may be transferred, shall be the
Escrow  Agent  under  this  Escrow  Agreement  without  further  act.

     8.     Liability  of  Escrow  Agent.
            ----------------------------

          a.     The  Escrow Agent undertakes to perform only such duties as are
expressly  set  forth  herein  and no duties shall be implied.  The Escrow Agent
shall have no liability under and no duty to inquire as to the provisions of any
agreement  other  than  this  Escrow Agreement, including without limitation the
Offering Document.  The Escrow Agent shall not be liable for any action taken or
omitted  by  it  in  good  faith  except to the extent that a court of competent
jurisdiction  determines


                                      -6-
<PAGE>
that  the  Escrow Agent's gross negligence or willful misconduct was the primary
cause  of  any  loss to the Issuer, Charleston or any Subscriber. Escrow Agent's
sole  responsibility shall be for the safekeeping and disbursement of the Escrow
Funds  in accordance with the terms of this Escrow Agreement. Escrow Agent shall
have no implied duties or obligations and shall not be charged with knowledge or
notice  of  any  fact  or circumstance not specifically set forth herein. Escrow
Agent  may  rely  upon any notice, instruction, request or other instrument, not
only  as  to  its  due execution, validity and effectiveness, but also as to the
truth  and  accuracy  of  any  information contained therein, which Escrow Agent
shall  believe  to be genuine and to have been signed or presented by the person
or parties purporting to sign the same. In no event shall Escrow Agent be liable
for incidental, indirect, special, consequential or punitive damages (including,
but  not  limited to lost profits), even if the Escrow Agent has been advised of
the  likelihood  of  such  loss  or damage and regardless of the form of action.
Escrow  Agent  shall  not  be obligated to take any legal action or commence any
proceeding  in  connection  with  the  Escrow Funds, any account in which Escrow
Funds  are  deposited,  this  Escrow  Agreement  or the Offering Document, or to
appear  in,  prosecute  or  defend  any such legal action or proceeding. Without
limiting  the generality of the foregoing, Escrow Agent shall not be responsible
for  or  required  to enforce any of the terms or conditions of any subscription
agreement  with any Subscriber or any other agreement between Issuer, Charleston
and/or  any  Subscriber.  Escrow Agent shall not be responsible or liable in any
manner  for  the  performance  by  Issuer  or any Subscriber of their respective
obligations  under  any  subscription  agreement  nor  shall  Escrow  Agent  be
responsible or liable in any manner for the failure of Issuer, Charleston or any
third  party  (including  any Subscriber) to honor any of the provisions of this
Escrow  Agreement.  Escrow Agent may consult legal counsel selected by it in the
event of any dispute or question as to the construction of any of the provisions
hereof  or of any other agreement or of its duties hereunder, or relating to any
dispute  involving  any  party hereto, and shall incur no liability and shall be
fully indemnified from any liability whatsoever in acting in accordance with the
opinion  or instruction of such counsel. Issuer shall promptly pay, upon demand,
the  reasonable  fees  and  expenses  of  any  such  counsel.

          b.     The  Escrow  Agent  is  authorized,  in its sole discretion, to
comply  with  orders  issued or process entered by any court with respect to the
Escrow  Funds,  without  determination  by  the  Escrow  Agent  of  such court's
jurisdiction  in  the matter.  If any portion of the Escrow Funds is at any time
attached,  garnished  or  levied  upon  under  any  court  order, or in case the
payment, assignment, transfer, conveyance or delivery of any such property shall
be  stayed  or  enjoined  by  any court order, or in case any order, judgment or
decree shall be made or entered by any court affecting such property or any part
thereof, then and in any such event, the Escrow Agent is authorized, in its sole
discretion,  to  rely  upon  and  comply  with any such order, writ, judgment or
decree  which  it  is advised by legal counsel selected by it is binding upon it
without  the  need  for appeal or other action; and if the Escrow Agent complies
with  any such order, writ, judgment or decree, it shall not be liable to any of
the parties hereto or to any other person or entity by reason of such compliance
even  though  such order, writ, judgment or decree may be subsequently reversed,
modified,  annulled,  set  aside  or  vacated.

     9.     Indemnification  of  Escrow  Agent.  From and at all times after the
            ----------------------------------
date  of this Escrow Agreement, Issuer shall, to the fullest extent permitted by
law,  indemnify  and  hold harmless the


                                      -7-
<PAGE>
Escrow Agent and each director, officer, employee, attorney, agent and affiliate
of  Escrow  Agent  (collectively, the "Indemnified Parties") against any and all
actions,  claims (whether or not valid), losses, damages, liabilities, costs and
expenses  of  any  kind  or  nature  whatsoever  (including  without  limitation
reasonable  attorneys' fees, costs and expenses) incurred by or asserted against
any  of  the Indemnified Parties from and after the date hereof, whether direct,
indirect or consequential, as a result of or arising from or in any way relating
to  any  claim,  demand,  suit,  action  or proceeding (including any inquiry or
investigation) by any person, including without limitation Issuer or Charleston,
whether  threatened  or  initiated, asserting a claim for any legal or equitable
remedy  against  any  person under any statute or regulation, including, but not
limited  to,  any  federal  or state securities laws, or under any common law or
equitable  cause  or  otherwise,  arising  from  or  in  connection  with  the
negotiation,  preparation,  execution,  performance or failure of performance of
this  Escrow  Agreement  or any transactions contemplated herein, whether or not
any  such  Indemnified  Party is a party to any such action, proceeding, suit or
the  target  of  any  such  inquiry or investigation; provided, however, that no
Indemnified  Party  shall  have  the  right  to be indemnified hereunder for any
liability finally determined by a court of competent jurisdiction, subject to no
further  appeal,  to  have  resulted solely from the gross negligence or willful
misconduct  of  such  Indemnified  Party.  The  obligations of Issuer under this
Section  9  shall  survive  any  termination  of  this  Escrow Agreement and the
----------
resignation  or  removal  of  Escrow  Agent.

     10.     Compensation  to  Escrow  Agent.
             -------------------------------

          a.     Fees  and  Expenses.  Issuer  shall compensate Escrow Agent for
                 -------------------
its  services  hereunder  in  accordance  with Exhibit A attached hereto and, in
                                               ---------
addition,  shall  reimburse Escrow Agent for all of its reasonable out-of-pocket
expenses,  including  attorneys'  fees, travel expenses, telephone and facsimile
transmission  costs,  postage  (including  express  mail  and overnight delivery
charges),  copying  charges  and  the  like.  The  additional  provisions  and
information  set  forth  on Exhibit A are hereby incorporated by this reference,
                            ---------
and  form  a  part  of  this  Escrow  Agreement.  All  of  the  compensation and
reimbursement  obligations  set  forth  in  this  Section 10 shall be payable by
                                                  ----------
Issuer  upon  demand  by  Escrow  Agent.  The  obligations  of Issuer under this
Section  10  shall  survive  any  termination  of  this Escrow Agreement and the
-----------
resignation  or  removal  of  Escrow  Agent.

          b.     Disbursements  from  Escrow  Funds  to  Pay  Escrow Agent.  The
                 ---------------------------------------------------------
Escrow  Agent  is authorized to and may disburse from time to time, to itself or
to any Indemnified Party from the Escrow Funds (to the extent of Issuer's rights
thereto),  the  amount  of  any  compensation and reimbursement of out-of-pocket
expenses  due  and payable hereunder (including any amount to which Escrow Agent
or any Indemnified Party is entitled to seek indemnification pursuant to Section
                                                                         -------
9 hereof).  Escrow Agent shall notify Issuer of any disbursement from the Escrow
-
Funds  to  itself  or to any Indemnified Party in respect of any compensation or
reimbursement  hereunder  and  shall  furnish  to  Issuer  copies of all related
invoices  and  other  statements.

          c.     Security  and Offset.  Issuer hereby grants to Escrow Agent and
                 --------------------
the  Indemnified  Parties  a security interest in and lien upon the Escrow Funds
(to  the extent of Issuer's rights thereto) to secure all obligations hereunder,
and  Escrow Agent and the Indemnified Parties


                                      -8-
<PAGE>
shall  have  the right to offset the amount of any compensation or reimbursement
due  any  of them hereunder (including any claim for indemnification pursuant to
Section  9  hereof)  against  the Escrow Funds (to the extent of Issuer's rights
----------
thereto.)  If  for any reason the Escrow Funds available to Escrow Agent and the
Indemnified  Parties  pursuant  to such security interest or right of offset are
insufficient to cover such compensation and reimbursement, Issuer shall promptly
pay  such amounts to Escrow Agent and the Indemnified Parties upon receipt of an
itemized  invoice.

     11.     Representations  and  Warranties;  Legal  Opinions.     a.  Each of
             --------------------------------------------------
Charleston  and  the Issuer respectively makes the following representations and
warranties  to  Escrow  Agent:

          (1)     It  is  a  corporation  or  limited  liability  company  duly
organized, validly existing, and in good standing under the laws of the state of
its  incorporation  or organization, and has full power and authority to execute
and  deliver  this  Escrow  Agreement  and to perform its obligations hereunder;

          (2)     This  Escrow Agreement has been duly approved by all necessary
corporate  action,  including  any necessary shareholder or membership approval,
has been executed by its duly authorized officers, and constitutes its valid and
binding  agreement,  enforceable  in  accordance  with  its  terms.

          (3)     The  execution,  delivery,  and  performance  of  this  Escrow
Agreement will not violate, conflict with, or cause a default under its articles
of  incorporation,  articles  of  organization or bylaws, operating agreement or
other organizational documents, as applicable, any applicable law or regulation,
any court order or administrative ruling or decree to which it is a party or any
of  its  property  is  subject,  or any agreement, contract, indenture, or other
binding  arrangement  to which it  is a party or any of its property is subject.
The  execution,  delivery and performance of this Escrow Agreement is consistent
with  and  accurately  described in the Offering Document, and the allocation of
interest  and  other  earnings to Subscribers, as set forth in Sections 4(b) and
                                                               -------------
4(c)  hereof,  has  been  properly  described  therein.
----

          (4)     It hereby acknowledges that the status of Escrow Agent is that
of  agent  only for the limited purposes set forth herein, and hereby represents
and  covenants  that  no  representation  or  implication shall be made that the
Escrow  Agent has investigated the desirability or advisability of investment in
the  Units or has approved, endorsed or passed upon the merits of the investment
therein  and  that the name of the Escrow Agent has not and shall not be used in
any manner in connection with the offer or sale of the Units other than to state
that  the  Escrow  Agent  has  agreed  to  serve as escrow agent for the limited
purposes  set  forth  herein.

          (5)     All of its representations and warranties contained herein are
true  and  complete  as of the date hereof and  will be true and complete at the
time of any deposit to or disbursement from the Escrow Funds.


                                      -9-
<PAGE>
          b.     Issuer  makes  the  following  further  representations  and
warranties  to  Escrow  Agent:

          (1)     No  party  other  than  the parties hereto and the prospective
Subscribers  have,  or  shall  have, any lien, claim or security interest in the
Escrow  Funds  or  any  part  thereof.  No financing statement under the Uniform
Commercial  Code  is on file in any jurisdiction claiming a security interest in
or  describing  (whether specifically or generally) the Escrow Funds or any part
thereof.

          c.     Charleston  makes  the  following  further  representations and
warranties  to  Escrow  Agent:

          (1)     The deposit with Escrow Agent by Charleston of Cash Investment
Instruments  pursuant  to  Section 3 hereof shall be deemed a representation and
                           ---------
warranty  by  Charleston  that such Cash Investment Instrument represents a bona
fide  sale  to the Subscriber described therein of the amount of Units set forth
therein,  subject  to and in accordance with the terms of the Offering Document.

     12.     Tax  Reporting.  All  earnings  or  interest paid hereunder will be
             --------------
reported  by  the  recipient  thereof  to  the Internal Revenue Service or other
taxing  authority.  Notwithstanding  the foregoing, Escrow Agent shall report to
the Internal Revenue Service or such other taxing authority such earnings as its
deems  appropriate  or  as  required  by  any  applicable law or regulation.  In
addition,  Escrow  Agent shall withhold any taxes it deems appropriate and shall
remit  such  taxes  to  the  appropriate  authorities.

     13.     Identifying  Information.  Issuer and Charleston acknowledge that a
             ------------------------
portion of the identifying information set forth on Exhibit A is being requested
                                                    ---------
by  the  Escrow  Agent in connection with the USA Patriot Act, Pub.L.107-56 (the
"Act"),  and  Issuer  and Charleston agree to provide any additional information
requested  by  the  Escrow  Agent  in  connection  with  the  Act or any similar
legislation  or regulation to which Escrow Agent is subject, in a timely manner.
The  Issuer  and  Charleston  each  represents  that  its respective identifying
information  set  forth on Exhibit A, including without limitation, its Taxpayer
                           ---------
Identification  Number  assigned  by  the  Internal Revenue Service or any other
taxing  authority,  is true and complete on the date hereof and will be true and
complete  at  the  time  of  any  disbursement  of  the  Escrow  Funds.

     14.     Consent  to  Jurisdiction  and  Venue.  In the event that any party
             -------------------------------------
hereto  commences a lawsuit or other proceeding relating to or arising from this
Escrow  Agreement,  the  parties  hereto  agree that the Colorado Courts Federal
                                                         -----------------------
Courts  shall have the sole and exclusive jurisdiction over any such proceeding.
------
If  such court lacks federal subject matter jurisdiction, the parties agree that
the  Colorado  State  Courts  shall have sole and exclusive jurisdiction. Any of
     -----------------------
these  courts  shall be proper venue for any such lawsuit or judicial proceeding
and  the  parties  hereto  waive any objection to such venue. The parties hereto
consent  to  and  agree  to  submit  to  the  jurisdiction  of any of the courts
specified  herein  and  agree  to  accept  service  of  process to vest personal
jurisdiction  over  them  in  any  of  these  courts.


                                      -10-
<PAGE>
     15.     Notice.  All  notices,  approvals,  consents,  requests,  and other
             ------
communications  hereunder  shall  be in writing and shall be deemed to have been
given  when  the  writing  is delivered if given or delivered by hand, overnight
delivery  service  or  facsimile  transmitter  (with  confirmed  receipt) to the
address  or  facsimile  number  set  forth on Exhibit A hereto, or to such other
                                              ---------
address  as  each  party  may  designate for itself by like notice, and shall be
deemed  to  have  been  given  on  the date deposited in the mail, if mailed, by
first-class,  registered  or  certified  mail, postage prepaid, addressed as set
forth  on Exhibit A hereto, or to such other address as each party may designate
          ---------
for  itself  by  like  notice.

     16.     Amendment or Waiver.  This Escrow Agreement may be changed, waived,
             -------------------
discharged  or  terminated  only  by  a writing signed by Charleston, Issuer and
Escrow  Agent.  No  delay  or omission by any party in exercising any right with
respect  hereto  shall  operate as a waiver.  A waiver on any one occasion shall
not  be  construed  as a bar to, or waiver of, any right or remedy on any future
occasion.

     17.     Severability.  To the extent any provision of this Escrow Agreement
             ------------
is  prohibited  by  or  invalid  under  applicable  law, such provision shall be
ineffective  to  the  extent  of  such  prohibition  or  invalidity,  without
invalidating the remainder of such provision or the remaining provisions of this
Escrow  Agreement.

     18.     Governing  Law.  This  Escrow  Agreement  shall  be  construed  and
             --------------
interpreted  in accordance with the internal laws of the State of Nevada without
                                                                  ------
giving  effect  to  the  conflict  of  laws  principles  thereof.

     19.     Entire  Agreement.  This  Escrow  Agreement  constitutes the entire
             -----------------
agreement  between  the parties relating to the acceptance, collection, holding,
investment and disbursement of the Escrow Funds and sets forth in their entirety
the obligations and duties of the Escrow Agent with respect to the Escrow Funds.

     20.     Binding  Effect.  All  of  the  terms  of this Escrow Agreement, as
             ---------------
amended from time to time, shall be binding upon, inure to the benefit of and be
enforceable  by  the respective successors and assigns of Charleston, Issuer and
Escrow  Agent.

     21.     Execution  in  Counterparts.  This Escrow Agreement may be executed
             ---------------------------
in two or more counterparts, which when so executed shall constitute one and the
same  agreement.

     22.     Termination.  Upon  the  first  to occur of the disbursement of all
             ------------
amounts  in  the Escrow Funds or deposit of all amounts in the Escrow Funds into
court  pursuant  to  Section  5 or Section 8 hereof, this Escrow Agreement shall
                     ----------    ---------
terminate  and  Escrow  Agent  shall  have  no  further  obligation or liability
whatsoever with respect to this Escrow Agreement or the Escrow Funds.

     23.     Dealings.  The  Escrow Agent and any stockholder, director, officer
             --------
or employee of the Escrow Agent may buy, sell, and deal in any of the securities
of  the Issuer and become pecuniarily


                                      -11-
<PAGE>
interested  in  any  transaction  in  which  the  Issuer  may be interested, and
contract  and  lend money to the Issuer and otherwise act as fully and freely as
though  it  were  not  Escrow  Agent under this Escrow Agreement. Nothing herein
shall preclude the Escrow Agent from acting in any other capacity for the Issuer
or  any  other  entity.


                       [SIGNATURES CONTINUED ON NEXT PAGE]
     IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to
be executed under seal as of the date first above written.

                                     NANOPIERCE TECHNOLOGIES, INC.


[CORPORATE  SEAL]                    By:  /s/Paul  H.  Metzinger
                                        ----------------------------------------
                                     Title: Paul H. Metzinger its President and
                                            CEO
ATTEST:

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


                                     CHARLESTON CAPITAL CORPORATION


[CORPORATE  SEAL]                    By:  /s/Ara  Proudian
                                        ----------------------------------------
                                     Title:  Ara Proudian its President

ATTEST:

_______________________
      Secretary

                                     WACHOVIA BANK, NATIONAL
                                     ASSOCIATION, AS ESCROW AGENT

                                     By:     ______________________________
                                     Title:  ______________________________


                                      -12-
<PAGE>
                                    EXHIBIT A
                                    ---------


1.   Definitions.     "Minimum  Offering"  means  12,500,000  Units  equal  to
     -----------      $1,250,000.  "Expiration  Date" means January 28, 2004.

2.   Escrow  Account.
     ---------------

                      Wachovia Bank, National Association
                      ABA# 053000219
                      Account Name: NANOPIER TCH ESC
                      Account No. 3572001905
                      ATTN: Corporate Trust - Bond Administration

3.   Escrow  Agent  Fees.
     -------------------

     Acceptance Fee:                  $   500.00
                                      ----------
     Escrow Administration Fee:       $ 1,500.00
                                      ----------
     Out-of-Pocket  Expenses:         -At  Cost
     [Transactional Costs]:           $500.00 per closing after first 5 closings
                                      ------------------------------------------
            TOTAL                     $ 2,000.00
                                      ----------

     The  Acceptance Fee and the Annual Escrow Fee are payable upon execution of
     the escrow documents. In the event the escrow is not funded, the Acceptance
     Fee  and all related expenses remain due and payable, and if paid, will not
     be refunded. Annual fees cover a full year in advance, or any part thereof,
     and  thus  are  not  pro-rated  in  the  year  of  termination.

     The  fees  quoted in this schedule apply to services ordinarily rendered in
     the  administration  of  an  Escrow  Account  and are subject to reasonable
     adjustment  based on final review of documents, or when the Escrow Agent is
     called  upon to undertake unusual duties or responsibilities, or as changes
     in  law,  procedures,  or  the  cost  of doing business demand. Services in
     addition  to  and not contemplated in this Escrow Agreement, including, but
     not limited to, document amendments and revisions, non-standard cash and/or
     investment transactions, calculations, notices and reports, and legal fees,
     will  be  billed  as  extraordinary  expenses.

     Unless  otherwise  indicated, the above fees relate to the establishment of
     one  escrow  account.  Additional  sub-accounts governed by the same Escrow
     Agreement may incur an additional charge. Transaction costs include charges
     for wire transfers, checks, internal transfers and securities transactions.

4.   Taxpayer Identification Numbers.
     --------------------------------

     Charleston:           65-0634429
                           ----------

     Issuer:               84-0992908
                           ----------


                                Exhibit A, Page 1
<PAGE>
5.   Termination  and  Disbursement.  In the event there is any termination or
     ------------------------------
     failure  of  the  offering  pursuant  to  Sections  4b  or 4c of the Escrow
                                               ------------     --
     Agreement, the Escrow Agent shall, in accordance with the Offering Document
     (select  one):

     [ ]  Pay  as  soon  as  practicable  to  the  applicable  Subscriber(s), by
          certified  or  bank  check  and by first-class mail, each Subscriber's
          share  of  interest income earned on the Escrow Funds, each such share
          to  be  calculated  on  a  Pro  Rata  Basis  (as defined in the Escrow
          Agreement).

     [ ]  Pay  all  monies  representing  interest and other earnings as soon as
          practicable  by  certified or bank check, subject to Section 10 of the
          Escrow  Agreement,  to  Issuer.


6.   Notice  Addresses.
     -----------------

                                                        Principal Place of
                                                        Business, if different
If to Issuer at:      NanoPierce Technologies, Inc.
                      -----------------------------     ------------------------
                      370 17th Street Suite 3640
                      -----------------------------     ------------------------
                      Denver, CO 80202
                      -----------------------------     ------------------------
                      ATTN: Paul H. Metzinger
                      -----------------------------     ------------------------
                      Phone: 303-592-1010
                      Facsimile: 303-592-1054

If to Charleston at:  Charleston Capital Corp.
                      -----------------------------     ------------------------
                      216 East 45th Street, 9th Floor
                      -----------------------------     ------------------------
                      New York, NY 10017
                      -----------------------------     ------------------------
                      ATTN: Ara Proudian
                      -----------------------------     ------------------------
                      Facsimile: 212-201-3502
                      Phone: 212-244-1555

If to the Escrow
Agent at:             Wachovia Bank, National Association, as Escrow Agent
                      Corporate Trust Bond Administration
                      One Penn Plaza, Suite 1414
                      ------------------------------------------------
                      New York, NY 10119
                      ------------------------------------------------
                      ATTENTION: Michelle Mena
                                --------------------------------------
                      Facsimile Number: (212) 273-7015
                                         ---  ------------------------


                                Exhibit A, Page 2
<PAGE>

                                    EXHIBIT B
                                    ---------

                                Offering Document
                                       or
                           SEC Registration Statement






<PAGE>
                                    EXHIBIT C
                                    ---------

                          Additional Documents Required
                           for Release of Escrow Funds
                            Pursuant to Section 4(a)

1.   Certificate  of  PAUL H. METZINGER, PRESIDENT AND CEO of Issuer, that (a)
                      -----------------  -----------------
     the  Units  described  in the Offering Document have been registered or are
     exempt  from  registration  under the Securities Act of 1933, and have been
     registered  or  are  exempt  from  registration  under  applicable  state
     securities laws, (b) no stop or similar order has been issued or threatened
     to  be issued by the SEC or any other federal or state regulatory authority
     in connection with the Offering Document or the offering of Shares pursuant
     thereto, and (c) all representations and warranties of the Issuer set forth
     in  the  Escrow  Agreement are true and correct in all material respects on
     and  as of the date of such certificate as if made on the date thereof; and

2.   An  opinion  of  counsel  to  NanoPierce  Technologies, Inc. that (a) the
     Shares  described  in  the  Offering  Document  have been registered or are
     exempt  from  registration  under  the Securities Act of 1933 and have been
     registered  or  are  exempt  from  registration  under  applicable  state
     securities  laws,  and (b) to the best of its knowledge, no stop or similar
     order  has  been  issued or threatened to be issued by the SEC or any other
     federal  or  state  regulatory  authority  in  connection with the Offering
     Document  or  the  offering  of  Shares  pursuant  thereto.




<PAGE>