FORM OF WARRANT AGREEMENT

     THESE  SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
     1933,  AS  AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
     EXERCISED,  SOLD  OR  OFFERED  FOR SALE IN THE ABSENCE OF AN EFFECTIVE
     REGISTRATION  STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR
     OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT
     REQUIRED.


                          NANOPIERCE TECHNOLOGIES, INC.

                          COMMON STOCK PURCHASE WARRANT

          1.     Issuance;  Certain  Definitions.  In  consideration of good and
                 -------------------------------
valuable  consideration,  the  receipt  of  which  is  hereby  acknowledged  by
NANOPIERCE  TECHNOLOGIES, INC., a Nevada corporation (the "Company"), CHARLESTON
                                                                      ----------
CAPITAL  CORPORATION  or registered assigns (the "Holder") is hereby granted the
--------------------
right  to  purchase  at any time until 5:00 P.M., New York City time, on January
20,  2009  (the  "Expiration  Date"),  __________________ (_____) fully paid and
nonassessable  shares  of the Company's Common Stock, $.0001 par value per share
(the  "Common  Stock"),  at  an  initial exercise price per share (the "Exercise
Price")  of  $0.10 per share, subject to further adjustment as set forth herein.

          2.     Exercise  of Warrants.  This Warrant is exercisable in whole or
                 ---------------------
in  part  at  any  time  and  from  time  to  time,  prior to the earlier of the
Expiration  Date  and  the  date fixed for redemption under Section 8(a), below.
Such  exercise  shall  be  effectuated  by  submitting to the Company (either by
delivery  to  the  Company or by facsimile transmission as provided in Section 8
hereof)  a  completed and duly executed Notice of Exercise (substantially in the
form  attached  to  this  Warrant) as provided in this paragraph.  The date such
Notice  of  Exercise is faxed or delivered to the Company shall be the "Exercise
Date,"  provided  that  the  Holder  of this Warrant tenders this Warrant to the
Company  within  five  business  days  thereafter.

               (a)     The Notice of Exercise shall be executed by the Holder of
this  Warrant  and  shall  indicate  the  number  of shares then being purchased
pursuant  to  such  exercise.  Upon  surrender  of  this  Warrant, together with
appropriate  payment  of  the  Exercise  Price  for  the  shares of Common Stock
purchased, the Holder shall be entitled to receive a certificate or certificates
for  the  shares  of  Common  Stock  so  purchased.

               (b)     The  Holder  must  pay  the  Exercise  Price per share of
Common  Stock  for  the  shares  then being exercised in cash or by certified or
official  bank  check.


<PAGE>
          3.     Reservation  of  Shares.  The Company hereby agrees that at all
                 -----------------------
times  during the term of this Warrant there shall be reserved for issuance upon
exercise  of  this Warrant such number of shares of its Common Stock as shall be
required  for  issuance  upon  exercise  of this Warrant (the "Warrant Shares").

          4.     Mutilation  or Loss of Warrant.  Upon receipt by the Company of
                 ------------------------------
evidence  satisfactory  to  it  of the loss, theft, destruction or mutilation of
this  Warrant,  and  (in  the  case  of  loss,  theft or destruction) receipt of
reasonably  satisfactory  indemnification,  and (in the case of mutilation) upon
surrender and cancellation of this Warrant, the Company will execute and deliver
a  new  Warrant  of  like tenor and date and any such lost, stolen, destroyed or
mutilated  Warrant  shall  thereupon  become  void.

          5.     Rights  of the Holder.  The Holder shall not, by virtue hereof,
                 ---------------------
be  entitled  to  any  rights  of a stockholder in the Company, either at law or
equity.  The rights of the Holder are limited to those expressed in this Warrant
and  are  not  enforceable  against  the  Company except to the extent set forth
herein.

          6.     Protection  Against  Dilution  and  Other  Adjustments.
                 ------------------------------------------------------

          6.1     The  Exercise Price and number of Warrant Shares issuable upon
exercise  of  this  Warrant  are  subject to adjustment from time to time as set
forth  in  this  Section  6;  provided, that there shall be no adjustment in the
number  of  Warrant  Shares  issuable  upon  exercise  of  this Warrant upon any
adjustment  of  the  Exercise  Price pursuant to this Section 6.  Upon each such
adjustment  of  the  Exercise Price pursuant to this Section 6, the Holder shall
thereafter prior to the Expiration Date be entitled to purchase, at the Exercise
Price  resulting  from such adjustment, the number of Warrant Shares obtained by
multiplying the Exercise Price in effect immediately prior to such adjustment by
the  number of Warrant Shares issuable upon exercise of this Warrant immediately
prior  to such adjustment and dividing the product thereof by the Exercise Price
resulting  from  such  adjustment.

          6.2     If the Company, at any time while this Warrant is outstanding,
(i)  shall  pay a stock dividend (except scheduled dividends paid on outstanding
preferred  stock  as of the date hereof which contain a stated dividend rate) or
otherwise  make a distribution or distributions on shares of its Common Stock or
on  any  other class of capital stock and not the Common Stock payable in shares
of Common Stock, (ii) subdivide outstanding shares of Common Stock into a larger
number  of  shares,  or  (iii) combine outstanding shares of Common Stock into a
smaller  number  of shares, the Exercise Price shall be multiplied by a fraction
of  which the numerator shall be the number of shares of Common Stock (excluding
treasury  shares,  if  any)  outstanding  before  such  event  and  of which the
denominator  shall  be  the number of shares of Common Stock (excluding treasury
shares,  if  any) outstanding after such event.  Any adjustment made pursuant to
this  Section  shall  become effective immediately after the record date for the
determination  of stockholders entitled to receive such dividend or distribution
and  shall  become effective immediately after the effective date in the case of


<PAGE>
a  subdivision  or  combination,  and shall apply to successive subdivisions and
combinations.

          6.3     In  case  of  any  reclassification  of  the Common Stock, any
consolidation  or merger of the Company with or into another person, the sale or
transfer  of  all  or  substantially  all  of  the  assets of the Company or any
compulsory  share  exchange pursuant to which the Common Stock is converted into
other  securities,  cash  or  property,  then  the  Holder  shall have the right
thereafter  to  exercise  this  Warrant  only into the shares of stock and other
securities  and  property  receivable  upon  or  deemed to be held by holders of
Common  Stock  following  such  reclassification,  consolidation,  merger, sale,
transfer  or share exchange, and the Holder shall be entitled upon such event to
receive  such  amount  of  securities or property equal to the amount of Warrant
Shares  such  Holder  would have been entitled to had such Holder exercised this
Warrant immediately prior to such reclassification, consolidation, merger, sale,
transfer  or share exchange.  The terms of any such consolidation, merger, sale,
transfer or share exchange shall include such terms so as to continue to give to
the  Holder  the  right  to receive the securities or property set forth in this
Section  6.3  upon  any  exercise  following  any  such  reclassification,
consolidation,  merger,  sale,  transfer  or  share  exchange.

          6.4     If the Company, at any time while this Warrant is outstanding,
shall  distribute  to  all  holders  of Common Stock (and not to holders of this
Warrant)  evidences  of  its  indebtedness  or  assets  or rights or warrants to
subscribe  for or purchase any security (excluding those referred to in Sections
6.2, 6.3 and 6.5), then in each such case the Exercise Price shall be determined
by multiplying the Exercise Price in effect immediately prior to the record date
fixed for determination of stockholders entitled to receive such distribution by
a fraction of which the denominator shall be the Exercise Price determined as of
the  record  date  mentioned  above,  and  of  which the numerator shall be such
Exercise  Price  on  such  record  date  less the then fair market value at such
record  date  of  the  portion  of  such  assets  or evidence of indebtedness so
distributed applicable to one outstanding share of Common Stock as determined by
the  Company's  independent certified public accountants that regularly examines
the  financial  statements  of  the  Company  (an  "Appraiser").

          6.5     If, at any time while this Warrant is outstanding, the Company
shall  issue  or  cause  to be issued rights or warrants to acquire or otherwise
sell  or  distribute  shares  of Common Stock for a consideration per share less
than  the  Exercise Price then in effect, except for (i) the granting of options
or  warrants  to  employees, officers, directors and the issuance of shares upon
exercise  of  options  granted,  under  any  stock  option  plan  heretofore  or
hereinafter duly adopted by the Company; (ii) shares issued upon exercise of any
currently  outstanding  warrants or options and upon conversion of any currently
outstanding  convertible  debenture  or  (iii)  shares  issued  pursuant  to the
Investment Agreement then, forthwith upon such issue or sale, the Exercise Price
shall  be  reduced  to  the price (calculated to the nearest cent) determined by
multiplying  the  Exercise  Price  in  effect  immediately  prior  thereto  by a
fraction, the numerator of which shall be the sum of (i) the number of shares of
Common Stock outstanding immediately prior to such issuance, and (ii) the number
of  shares  of Common


<PAGE>
Stock  which  the  aggregate consideration received (or to be received, assuming
exercise  or  conversion  in  full  of  such  rights,  warrants  and convertible
securities)  for  the  issuance  of such additional shares of Common Stock would
purchase at the Exercise Price, and the denominator of which shall be the sum of
the  number of shares of Common Stock outstanding immediately after the issuance
of  such  additional shares. Such adjustment shall be made successively whenever
such  an  issuance  is  made.

          6.6     For  the  purposes  of  this  Section 6, the following clauses
shall  also  be  applicable:

                    (i)  Record  Date.  In  case the Company shall take a record
                         ------------
of  the  holders  of  its  Common Stock for the purpose of entitling them (A) to
receive  a  dividend  or  other  distribution  payable  in  Common  Stock  or in
securities  convertible  or  exchangeable into shares of Common Stock, or (B) to
subscribe for or purchase Common Stock or securities convertible or exchangeable
into  shares  of  Common  Stock, then such record date shall be deemed to be the
date  of  the  issue  or  sale of the shares of Common Stock deemed to have been
issued or sold upon the declaration of such dividend or the making of such other
distribution  or  the  date  of  the  granting  of such right of subscription or
purchase,  as  the  case  may  be.

                    (ii)  Treasury Shares.  The number of shares of Common Stock
                          ---------------
outstanding  at  any given time shall not include shares owned or held by or for
the  account  of  the  Company,  and the disposition of any such shares shall be
considered  an  issue  or  sale  of  Common  Stock.

               (a)     All  calculations  under  this Section 6 shall be made to
the nearest cent or the nearest 1/100th of a share, as the case may be.

               (b)     Whenever  the  Exercise  Price  is  adjusted  pursuant to
Section  6.4  above,  the  Holder,  after  receipt  of  the determination by the
Appraiser,  shall  have the right to select an additional appraiser (which shall
be  a nationally recognized accounting firm), in which case the adjustment shall
be  equal to the average of the adjustments recommended by each of the Appraiser
and such appraiser.  The Holder shall promptly mail or cause to be mailed to the
Company,  a  notice  setting  forth the Exercise Price after such adjustment and
setting  forth  a  brief statement of the facts requiring such adjustment.  Such
adjustment  shall  become  effective immediately after the record date mentioned
above.

               (c)  If:

(i)            the  Company shall declare a dividend (or any other distribution)
               on  its  Common  Stock;  or

(ii)           the Company shall declare a special nonrecurring cash dividend on
               or  a  redemption  of  its  Common  Stock;  or


<PAGE>
(iii)          the  Company  shall  authorize the granting to all holders of the
               Common  Stock rights or warrants to subscribe for or purchase any
               shares  of  capital  stock  of  any  class  or  of any rights; or

(iv)           the approval of any stockholders of the Company shall be required
               in  connection  with  any reclassification of the Common Stock of
               the  Company, any consolidation or merger to which the Company is
               a  party, any sale or transfer of all or substantially all of the
               assets  of  the Company, or any compulsory share exchange whereby
               the  Common  Stock  is  converted  into other securities, cash or
               property;  or

                    (v)  the  Company  shall  authorize  the  voluntary
                         dissolution,  liquidation  or winding up of the affairs
                         of  the  Company,

then the Company shall cause to be mailed to each Holder at their last addresses
as  they shall appear upon the Warrant Register, at least 30 calendar days prior
to  the  applicable  record  or  effective  date hereinafter specified, a notice
stating  (x)  the  date on which a record is to be taken for the purpose of such
dividend, distribution, redemption, rights or warrants, or if a record is not to
be  taken,  the  date  as  of  which the holders of Common Stock of record to be
entitled  to such dividend, distributions, redemption, rights or warrants are to
be  determined  or  (y)  the date on which such reclassification, consolidation,
merger,  sale,  transfer  or  share  exchange is expected to become effective or
close,  and  the date as of which it is expected that holders of Common Stock of
record  shall  be  entitled  to  exchange  their  shares  of  Common  Stock  for
securities,  cash  or  other  property  deliverable  upon such reclassification,
consolidation,  merger, sale, transfer, share exchange, dissolution, liquidation
or  winding  up;  provided, however, that the failure to mail such notice or any
                  --------  -------
defect  therein  or  in the mailing thereof shall not affect the validity of the
corporate  action  required  to  be  specified  in  such  notice.

          7.     Exercise  and  Transfer  to  Comply  with  the  Securities Act;
                 ---------------------------------------------------------------
Registration  Rights.
--------------------

               7.1     Exercise  and  Transfer.  This  Warrant  has  not  been
                       ------------------------
registered  under  the  Securities  Act of 1933, as amended, (the "Act") and has
been issued to the Holder for investment and not with a view to the distribution
of either the Warrant or the Warrant Shares.  This Warrant may not be exercised,
and  neither  this  Warrant  nor any of the Warrant Shares or any other security
issued  or  issuable  upon  exercise  of  this Warrant may be sold, transferred,
pledged  or  hypothecated  in the absence of an effective registration statement
under the Act relating to such security or an opinion of counsel satisfactory to
the  Company  that registration is not required under the Act.  Each certificate
for  the  Warrant,  the Warrant Shares and any other security issued or issuable
upon  exercise  of  this  Warrant shall contain a legend on the face thereof, in
form  and  substance  satisfactory to counsel for the Company, setting forth the
restrictions  on  transfer  contained  in  this  Section  7.


<PAGE>
               7.2     Registration  Rights.  Reference  is made to Article V of
                       ---------------------
the Securities Purchase Agreement between the Holder and the Company pursuant to
which  this  Warrant was issued.  The Company's obligations under said Article V
and the other terms and conditions thereof are incorporated herein by reference.

          7.3     The  Holder  is  limited  in the amount of this Warrant it may
exercise.  In  no  event  shall the Holder be entitled to exercise any amount of
this  Warrant in excess of that amount upon exercise of which the sum of (1) the
number  of  shares  of  Common Stock beneficially owned (as such term is defined
under  Section  13(d) and Rule 13d-3 of the Securities Exchange Act of 1934 (the
1934  Act"))  by the Holder,  and (2) the number of Warrant Shares issuable upon
the  exercise  of  any Warrants then owned by Holder, would result in beneficial
ownership,  at  any  one  point in time, by the Holder of more than 9.99% of the
outstanding  shares  of Common Stock of the Company, as determined in accordance
with Rule13d-1(j).  Furthermore, the Company shall not process any exercise that
would  result  in  beneficial  ownership by the Holder of more than 9.99% of the
outstanding  shares of Common Stock of the Company.  Nothing stated herein shall
restrict  the Investor from beneficially owning in the aggregate more than 9.99%
of  the  outstanding shares of Common Stock of the Company, as long as the 9.99%
is  not  owned  by  such  Investor  at  any  one  point  in  time.

          8.     Intentionally  deleted.
                 -----------------------

          9.     Notices.  Any  notice  or  other  communication  required  or
                 -------
permitted  hereunder  shall  be  in  writing  and shall be delivered personally,
telegraphed,  telexed,  sent  by  facsimile  transmission  or sent by certified,
registered  or  express mail, postage pre-paid.  Any such notice shall be deemed
given  when  so  delivered personally, telegraphed, telexed or sent by facsimile
transmission,  or,  if  mailed, two days after the date of deposit in the United
States  mails,  as  follows:

               (i)  if to the Company, to:

                         Paul H. Metzinger, President and CEO
                         NanoPierce Technologies, Inc.
                         370 17th Street, Suite 3640
                         Denver, CO 80202
                         (p) 303-592-1010
                              (f) 303-592-1054

               (ii) if to the Holder, to the address set below the Holder's
                    acceptance on page 4, below.

Any  party  may  be notice given in accordance with this Section 8 if any of the
parties  designates  another address or person for receipt of notices hereunder.

          10.     Supplements and Amendments; Whole Agreement.  This Warrant may
                  -------------------------------------------
be  amended  or  supplemented  only  by  an  instrument in writing signed by the
parties  hereto.  This  Warrant  contains  the full understanding of the parties


<PAGE>
hereto  with  respect  to the subject matter hereof and thereof and there are no
representations,  warranties,  agreements or understandings other than expressly
contained  herein  and  therein.

          11.     Governing  Law.  This Warrant shall be deemed to be a contract
                  --------------
made  under  the  laws  of  the  State  of  New  York for contracts to be wholly
performed  in  such  state  and  without giving effect to the principles thereof
regarding  the  conflict  of  laws.  Each  of  the  parties  consents  to  the
jurisdiction  of  the  federal  courts whose districts encompass any part of the
City  of  New  York, or the state courts of the State of New York sitting in the
City  of  New  York,  in connection with any dispute arising under this Warrant.
Each  of  the parties hereby waives, to the maximum extent permitted by law, any
objection,  including  any  objection  based  on  forum  non  conveniens, to the
bringing  of  any  such  proceeding  in  such  jurisdictions.

          12.     Jury Trial Waiver.   The Company and the Holder hereby waive a
                  -----------------
trial by jury in any action, proceeding or counterclaim brought by either of the
parties  hereto  against  the  other  in respect of any matter arising out or in
connection  with  this  Warrant.

          12.     Counterparts.  This  Warrant  may be executed in any number of
                  ------------
counterparts  and  each of such counterparts shall for all purposes be deemed to
be  an original, and all such counterparts shall together constitute but one and
the  same  instrument.

          13.     Descriptive  Headings.  Descriptive  headings  of  the several
                  ---------------------
Sections of this Warrant are inserted for convenience only and shall not control
or  affect  the  meaning  or  construction  of  any  of  the  provisions hereof.

     IN WITNESS WHEREOF, the parties hereto have executed this Warrant as of the
___  day  of  January,  2004.


                                    NANOPIERCE  TECHNOLOGIES,  INC.

                                    By:   /s/Paul H. Metzinger
                                        --------------------------------------
                                        Paul H. Metzinger President and CEO


<PAGE>
                          NOTICE OF EXERCISE OF WARRANT

     The  undersigned  hereby  irrevocably  elects  to  exercise  the  right,
represented by the Warrant dated as of,, to purchase shares of the Common Stock,
no  par  value, of NANOPIERCE TECHNOLOGIES, INC. and tenders herewith payment in
accordance  with  Section  1  of  said  Common  Stock  Purchase  Warrant.

_     CASH:$ ______________________  =  (Exercise Price x Exercise Shares)

          Payment is being made by:
               _   enclosed check
               _   wire  transfer
               _   other

     I  understand  that  I  may  only  exercise  this  Warrant  if  there  is a
registration  statement  relating  to  the  exercise  of  this  Warrant  that is
effective  under  federal and applicable state law, or alternatively if there is
an  exemption  from  registration  available  under federal and applicable state
(which  exemption  must  be  established  to  the  satisfaction  of  NanoPierce
Technologies,  Inc.).  In  each case, I understand that NanoPierce Technologies,
Inc.  may  require  that I provide it information regarding my financial status,
state  of  residence,  and  other information necessary to determine whether the
exercise  is  subject  to  an  effective  registration statement or to determine
whether  an  applicable  exemption  is  available.

           Please deliver the stock certificate to:




Dated:


[Name  of  Holder]

By:



<PAGE>
                            FORM OF WARRANT AGREEMENT

     THESE  SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
     1933,  AS  AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
     EXERCISED,  SOLD  OR  OFFERED  FOR SALE IN THE ABSENCE OF AN EFFECTIVE
     REGISTRATION  STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR
     OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT
     REQUIRED.


                          NANOPIERCE TECHNOLOGIES, INC.

                          COMMON STOCK PURCHASE WARRANT

          1.     Issuance;  Certain  Definitions.  In  consideration of good and
                 -------------------------------
valuable  consideration,  the  receipt  of  which  is  hereby  acknowledged  by
NANOPIERCE TECHNOLOGIES, INC., a Nevada corporation (the "Company"), JASON LYONS
                                                                     -----------
or  registered assigns (the "Holder") is hereby granted the right to purchase at
any  time  until  5:00  P.M.,  New  York  City  time,  on  January 15, 2009 (the
"Expiration  Date"),  __________________  (_____)  fully  paid and nonassessable
shares  of  the Company's Common Stock, $0.0001 par value per share (the "Common
Stock"),  at an initial exercise price per share (the "Exercise Price") of $0.10
per  share,  subject  to  further  adjustment  as  set  forth  herein.

          2.     Exercise  of Warrants.  This Warrant is exercisable in whole or
                 ---------------------
in  part  at  any  time  and  from  time  to  time,  prior to the earlier of the
Expiration  Date  and  the  date fixed for redemption under Section 8(a), below.
Such  exercise  shall  be  effectuated  by  submitting to the Company (either by
delivery  to  the  Company or by facsimile transmission as provided in Section 8
hereof)  a  completed and duly executed Notice of Exercise (substantially in the
form  attached  to  this  Warrant) as provided in this paragraph.  The date such
Notice  of  Exercise is faxed or delivered to the Company shall be the "Exercise
Date,"  provided  that  the  Holder  of this Warrant tenders this Warrant to the
Company  within  five  business  days  thereafter.

               (a)     The Notice of Exercise shall be executed by the Holder of
this  Warrant  and  shall  indicate  the  number  of shares then being purchased
pursuant  to  such  exercise.  Upon  surrender  of  this  Warrant, together with
appropriate  payment  of  the  Exercise  Price  for  the  shares of Common Stock
purchased, the Holder shall be entitled to receive a certificate or certificates
for  the  shares  of  Common  Stock  so  purchased.

               (b)     The  Holder  must  pay  the  Exercise  Price per share of
Common  Stock  for  the  shares  then being exercised in cash or by certified or
official  bank  check.


<PAGE>
          3.     Reservation  of  Shares.  The Company hereby agrees that at all
                 -----------------------
times  during the term of this Warrant there shall be reserved for issuance upon
exercise  of  this Warrant such number of shares of its Common Stock as shall be
required for issuance upon exercise of this Warrant (the "Warrant Shares").

          4.     Mutilation  or Loss of Warrant.  Upon receipt by the Company of
                 ------------------------------
evidence  satisfactory  to  it  of the loss, theft, destruction or mutilation of
this  Warrant,  and  (in  the  case  of  loss,  theft or destruction) receipt of
reasonably  satisfactory  indemnification,  and (in the case of mutilation) upon
surrender and cancellation of this Warrant, the Company will execute and deliver
a  new  Warrant  of  like tenor and date and any such lost, stolen, destroyed or
mutilated Warrant shall thereupon become void.

          5.     Rights  of the Holder.  The Holder shall not, by virtue hereof,
                 ---------------------
be  entitled  to  any  rights  of a stockholder in the Company, either at law or
equity.  The rights of the Holder are limited to those expressed in this Warrant
and  are  not  enforceable  against  the  Company except to the extent set forth
herein.

          6.     Protection  Against  Dilution  and  Other  Adjustments.
                 ------------------------------------------------------

               6.1     Adjustment  Mechanism.  If  an adjustment of the Exercise
                       ---------------------
Price  is  required  pursuant  to  Section  6.2, the Holder shall be entitled to
purchase  such number of additional shares of Common Stock as will cause (i) the
total  number  of shares of Common Stock that the Holder is entitled to purchase
pursuant  to  this  Warrant,  multiplied by (ii) the adjusted Exercise Price per
share,  to equal (iii) the dollar amount of the total number of shares of Common
Stock  that  the  Holder is entitled to purchase before adjustment multiplied by
the  total  Exercise  Price  before  adjustment.

               6.2     Capital  Adjustments.  In  case  of  any  stock  split or
                       --------------------
reverse  stock  split,  stock  dividend,  reclassification  of the Common Stock,
recapitalization,  merger or consolidation, or like capital adjustment affecting
the  Common  Stock  of  the  Company,  the provisions of this Section 6 shall be
applied  as  if  such capital adjustment event had occurred immediately prior to
the  date  of  this  Warrant  and  the  original  Exercise Price had been fairly
allocated  to the stock resulting from such capital adjustment.  Where the terms
of the preceding sentence are not directly applicable, the board of directors of
the  Company  will apply this Section in a fair, equitable and reasonable manner
so  as  to  give  effect, as nearly as may be, to the purposes hereof.  A rights
offering  to  stockholders shall be deemed a stock dividend to the extent of the
bargain  purchase  element  of  the  rights.

          7.     Exercise  and  Transfer  to  Comply  with  the  Securities Act;
                 ---------------------------------------------------------------
Registration  Rights.
--------------------

               7.1     Exercise  and  Transfer.  This  Warrant  has  not  been
                       ------------------------
registered  under  the  Securities  Act of 1933, as amended, (the "Act") and has
been issued to the Holder for investment and not with a view to the distribution
of either the Warrant or the Warrant Shares.  This Warrant may not be exercised,
and  neither  this  Warrant  nor


<PAGE>
any of the Warrant Shares or any other security issued or issuable upon exercise
of this Warrant may be sold, transferred, pledged or hypothecated in the absence
of  an  effective registration statement under the Act relating to such security
or  an  opinion  of counsel satisfactory to the Company that registration is not
required under the Act. Each certificate for the Warrant, the Warrant Shares and
any  other  security  issued  or  issuable  upon  exercise of this Warrant shall
contain  a  legend  on  the  face thereof, in form and substance satisfactory to
counsel for the Company, setting forth the restrictions on transfer contained in
this  Section  7.

               7.2     Registration  Rights.  Reference  is made to Article V of
                       ---------------------
the Securities Purchase Agreement between the Holder and the Company pursuant to
which  this  Warrant was issued.  The Company's obligations under said Article V
and the other terms and conditions thereof are incorporated herein by reference.

               7.3(c)     The Holder is limited in the amount of this Warrant it
may  exercise.  In  no event shall the Holder be entitled to exercise any amount
of  this  Warrant in excess of that amount upon exercise of which the sum of (1)
the number of shares of Common Stock beneficially owned (as such term is defined
under  Section  13(d) and Rule 13d-3 of the Securities Exchange Act of 1934 (the
1934  Act"))  by the Holder,  and (2) the number of Warrant Shares issuable upon
the  exercise  of  any Warrants then owned by Holder, would result in beneficial
ownership  by  the Holder of more than 4.99% of the outstanding shares of Common
Stock  of  the  Company,  as  determined  in  accordance  with  Rule13d-1(j).
Furthermore,  the  Company  shall  not process any exercise that would result in
beneficial  ownership by the Holder of more than 4.99% of the outstanding shares
of  Common  Stock  of  the  Company.

          8.     Intentionally  deleted.
                 -----------------------

          9.     Notices.  Any  notice  or  other  communication  required  or
                 -------
permitted  hereunder  shall  be  in  writing  and shall be delivered personally,
telegraphed,  telexed,  sent  by  facsimile  transmission  or sent by certified,
registered  or  express mail, postage pre-paid.  Any such notice shall be deemed
given  when  so  delivered personally, telegraphed, telexed or sent by facsimile
transmission,  or,  if  mailed, two days after the date of deposit in the United
States  mails,  as  follows:

               (i)  if to the Company, to:

                         Paul H. Metzinger, President and CEO
                         NanoPierce Technologies, Inc.
                         370 17th Street, Suite 3640
                         Denver, CO 80202
                         (p) 303-592-1010
                         (f) 303-592-1054

               (ii) if to the Holder, to the address set below the Holder's
                    acceptance on page 4, below.


<PAGE>
Any  party  may  be notice given in accordance with this Section 8 if any of the
parties  designates  another address or person for receipt of notices hereunder.

          10.     Supplements and Amendments; Whole Agreement.  This Warrant may
                  -------------------------------------------
be  amended  or  supplemented  only  by  an  instrument in writing signed by the
parties  hereto.  This  Warrant  contains  the full understanding of the parties
hereto  with  respect  to the subject matter hereof and thereof and there are no
representations,  warranties,  agreements or understandings other than expressly
contained  herein  and  therein.

          11.     Governing  Law.  This Warrant shall be deemed to be a contract
                  --------------
made  under the laws of the State of Nevada for contracts to be wholly performed
in  such state and without giving effect to the principles thereof regarding the
conflict  of  laws.  Each  of  the  parties  consents to the jurisdiction of the
federal  courts  whose  districts  encompass  any  part  of  the City of Denver,
Colorado,  or  the  state courts of the State of Colorado sitting in the City of
Denver,  Colorado,  in  connection  with any dispute arising under this Warrant.
Each  of  the parties hereby waives, to the maximum extent permitted by law, any
objection,  including  any  objection  based  on  forum  non  conveniens, to the
bringing  of  any  such  proceeding  in  such  jurisdictions.

          11.     Jury Trial Waiver.   The Company and the Holder hereby waive a
                  -----------------
trial by jury in any action, proceeding or counterclaim brought by either of the
parties  hereto  against  the  other  in respect of any matter arising out or in
connection  with  this  Warrant.

          12.     Counterparts.  This  Warrant  may be executed in any number of
                  ------------
counterparts  and  each of such counterparts shall for all purposes be deemed to
be  an original, and all such counterparts shall together constitute but one and
the  same  instrument.

          13.     Descriptive  Headings.  Descriptive  headings  of  the several
                  ---------------------
Sections of this Warrant are inserted for convenience only and shall not control
or  affect  the  meaning  or  construction  of  any  of  the  provisions hereof.

     IN WITNESS WHEREOF, the parties hereto have executed this Warrant as of the
___  day  of  January,  2004.


                                  NANOPIERCE  TECHNOLOGIES,  INC.

                                  By:   /s/ Paul H. Metzinger
                                       ---------------------------------------
                                       Paul H. Metzinger President and CEO


<PAGE>
                          NOTICE OF EXERCISE OF WARRANT

     The  undersigned  hereby  irrevocably  elects  to  exercise  the  right,
represented by the Warrant dated as of,, to purchase shares of the Common Stock,
no  par  value, of NANOPIERCE TECHNOLOGIES, INC. and tenders herewith payment in
accordance  with  Section  1  of  said  Common  Stock  Purchase  Warrant.

_     CASH:$ _____________________  =  (Exercise Price x Exercise Shares)

          Payment is being made by:
               _   enclosed check
               _   wire transfer
               _   other

     I  understand  that  I  may  only  exercise  this  Warrant  if  there  is a
registration  statement  relating  to  the  exercise  of  this  Warrant  that is
effective  under  federal and applicable state law, or alternatively if there is
an  exemption  from  registration  available  under federal and applicable state
(which  exemption  must  be  established  to  the  satisfaction  of  NanoPierce
Technologies,  Inc.).  In  each case, I understand that NanoPierce Technologies,
Inc.  may  require  that I provide it information regarding my financial status,
state  of  residence,  and  other information necessary to determine whether the
exercise  is  subject  to  an  effective  registration statement or to determine
whether  an  applicable  exemption  is  available.

            Please deliver the stock certificate to:




Dated:


[Name  of  Holder]

By:


<PAGE>