SECURITIES PURCHASE AGREEMENT

     This  SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of January
20,  2004  is  made  by  and  among  NanoPierce  Technologies,  Inc.,  a  Nevada
corporation,  with  headquarters located at 370 17th Street, Suite 3640, Denver,
CO  80202 (the "Company"), and the investors named on the signature page hereto,
together  with  their  permitted transferees (singly the "Investor" cumulatively
the  "Investors").

                                    RECITALS:

     A.     The  Company  and  the  Investors  are executing and delivering this
Agreement  in  reliance upon the exemption from securities registration afforded
by  Section  4(2)  of  the  Securities Act of 1933, as amended, (the "Securities
Act).

     B.     The  Investors  desire, upon the terms and conditions stated in this
Agreement,  to  purchase,  for  an  aggregate  purchase  price  of  a minimum of
$1,250,000  and a maximum of $2,000,000, shares of Common Stock and Warrants, as
that  term  is  defined  below,  of  the  Company  (the  "Offering").

     C.     The capitalized terms used herein and not otherwise defined have the
meanings  given  them  in  Article  VII  hereof.

     In  consideration of the premises and the mutual covenants contained herein
and  other good and valuable consideration, the receipt and sufficiency of which
are  hereby acknowledged, the Company and the Investors hereby agree as follows:

                                    ARTICLE I
                         PURCHASE AND SALE OF SECURITIES

     1.1     Purchase  and  Sale of Securities.  At the Closing the Company will
             ---------------------------------
issue  and  sell  to the Investor the securities from the Company.  The purchase
price  per  unit  (the  "Securities")  shall  be $.10.  For each share of Common
Stock  purchased  by  an  Investor,  such  Investor  shall  receive  warrants,
substantially  in  the form attached hereto as Exhibit C1 and C2 to purchase one
share  of Common Stock at an exercise price of $.10 and two (2) shares of Common
Stock  at  an exercise price equal to $0.25.  Collectively, the $.10 warrant and
the  $.25  warrant  are  referred  to  as  the  "Warrants".  The Warrants if not
exercised  sooner  will  expire on January 20, 2009. The Shares and the warrants
are  herein  referred  to  as a unit (singly a "Unit" cumulatively the "Units").

     1.2     Payment.  At  the  Closing,  the  Investor  will  pay the aggregate
             -------
Purchase  Price  set forth beneath its name on the signature page hereof by wire
transfer  of  immediately available funds to Wachovia Bank, National Association
in  accordance  with  the  wire  instructions  set  forth  on  Exhibit A hereto.
Wachovia Bank, National Association shall act as escrow agent.  The Company will
deliver  certificates  representing  the  Securities  against  delivery  of  the
aggregate  Purchase  Price  as  described  above.


<PAGE>
     1.3     Closing  Date.  The  Closing  will  take place on such date or time
             -------------
     agreed upon by the parties to this Agreement (the "Closing Date").

                                   ARTICLE II
                    INVESTOR'S REPRESENTATIONS AND WARRANTIES

     The  Investor represents and warrants to the Company with respect to itself
and  its  purchase  hereunder  that:

     2.1     Investment  Purpose.  The Investor is purchasing the Securities for
             -------------------
its  own  account  and  not  with  a  present  view  toward  the  public sale or
distribution  thereof,  except  pursuant  to  sales  registered or exempted from
registration  under  the  Securities  Act; provided, however, that by making the
representation herein, the Investor does not agree to hold any of the Securities
for  any minimum or other specific term and reserves the right to dispose of the
Securities  at  any  time  in  accordance  with  or  pursuant  to a registration
statement  or  an  exemption  under  the  Securities  Act.
     The  Investor  is  limited in the amount of shares it may own.  In no event
shall the Investor be entitled to purchase that number of shares of Common Stock
which would be in excess of that amount for which 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 Investor
would  result in beneficial ownership, at any one point in time, by the Investor
of  more than 9.99% of the outstanding shares of Common Stock of the Company, as
determined  in  accordance  with  Rule13d-1(j).  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.

     2.2     Accredited  Investor  Status.  The  Investor  is  an  "accredited
             ----------------------------
investor"  as  defined  in  Section  2(a)(15) of the Securities Act and Rule 215
promulgated  under  the  Securities Act.  The Investor has delivered an Investor
Questionnaire  in  the  form  of  Exhibit B to the Company.  The Investor hereby
represents  that,  either  by  reason  of  the  Investor's business or financial
experience  or  the business or financial experience of the Investor's advisors,
if any, the Investor has the capacity to protect the Investor's own interests in
connection  with  the  transaction  contemplated  hereby.

     2.3     Reliance  on  Exemptions.  The  Investor  understands  that  the
             ------------------------
Securities are being offered and sold to it in reliance upon specific exemptions
from the registration requirements of United States federal and state securities
laws  and  that  the  Company is relying upon the truth and accuracy of, and the
Investor's  compliance  with,  the  representations,  warranties,  agreements,
acknowledgments  and understandings of the Investor set forth herein in order to
determine  the  availability  of  such  exemptions  and  the  eligibility of the
Investor  to  acquire  the  Securities.

     2.4     Information.  The  Investor  and  its advisors, if any, have either
             -----------
had access through the Electronic Data Gathering, Analysis, and Retrieval System
("EDGAR")  or  have  been furnished with all materials relating to the business,
finances  and operations of the Company, and materials relating to the offer and
sale  of  the  Securities,  that  have  been  requested  by  the Investor or its
advisors, if any, including, without limitation the Company's Current Reports on
Form  8-K  filed  December 15, 2003, (the "8-K"), the Company's Quarterly Report
on  Form  10-QSB for the Quarter ended September 30, 2003, (the "10-Q"), and the
Company's  Annual  Report  on  Form 10-KSB for the year ended June 30, 2003 (the
"10-K"  and  collectively  with  the 8-K and the 10Q,


                                        2
<PAGE>
the  "SEC Documents"). The Investor and its advisors, if any, have been afforded
the  opportunity to ask questions of the Company. Neither such inquiries nor any
other  due  diligence investigation conducted by Investor or any of its advisors
or  representatives  modify, amend or affect the Investor's right to rely on the
Company's  representations,  warranties  and  covenants contained in Article III
below.

     2.5     Acknowledgement  of  Risk.     The  Investor  acknowledges  and
             -------------------------
understands  that its investment in the Securities involves a significant degree
of  risk,  including,  without limitation, (i) the Company remains a development
stage  business with limited operating history and requires substantial funds in
addition  to the proceeds from the sale of Securities; (ii) an investment in the
Company  is  highly  speculative,  and only investors who can afford the loss of
their  entire  investment  should  consider  investing  in  the  Company and the
Securities; (iii) the Investor may not be able to liquidate its investment; (iv)
transferability  of  the  Securities is extremely limited; (v) in the event of a
disposition of the Securities, the Investor could sustain the loss of its entire
investment  and  (vi) the Company has not paid any dividends on its Common Stock
since  inception  and  does  not  anticipate  the  payment  of  dividends in the
foreseeable  future.  Such  risks are more fully set forth in the SEC Documents.

     2.6     Governmental  Review.  The  Investor  understands  that  no  United
             --------------------
States  federal  or  state agency or any other government or governmental agency
has  passed  upon or made any recommendation or endorsement of the Securities or
an  investment  therein.

     2.7     Transfer  or  Resale.  The  Investor  understands  that:
             --------------------

          (a)     except as otherwise provided in Article V, the Securities have
not been and are not being registered under the Securities Act or any applicable
state  securities laws and, consequently, the Investor may have to bear the risk
of owning the Securities for an indefinite period of time because the Securities
may  not  be  transferred  unless (i) the resale of the Securities is registered
pursuant  to  an effective registration statement under the Securities Act; (ii)
the  Investor  has  delivered  to  the  Company  an opinion of counsel (in form,
substance  and  scope  customary  for  opinions  of  counsel  in  comparable
transactions) to the effect that the Securities to be sold or transferred may be
sold  or  transferred  pursuant to an exemption from such registration; or (iii)
the Securities are sold or transferred pursuant to Rule 144;

          (b)     any sale of the Securities made in reliance on Rule 144 may be
made  only  in  accordance  with  the  terms of Rule 144 and, if Rule 144 is not
applicable, any resale of the Securities under circumstances in which the seller
(or the person through whom the sale is made) may be deemed to be an underwriter
(as that term is defined in the Securities Act) may require compliance with some
other exemption under the Securities Act or the rules and regulations of the SEC
thereunder;  and

          (c)     except  as set forth in Article V, neither the Company nor any
other  person  is  under  any  obligation  to  register the Securities under the
Securities  Act  or  any  state  securities laws or to comply with the terms and
conditions  of  any  exemption  thereunder.


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<PAGE>
     2.8     Legends.  The  Investor  understands  the certificates representing
             -------
the  Securities  will  bear  a restrictive legend in substantially the following
form  (and  a  stop-transfer  order  may  be  placed  against  transfer  of  the
certificates  for  such  Securities):

     THE  SECURITIES  REPRESENTED  BY  THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER  THE  SECURITIES  ACT  OF  1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE  OF  THE  UNITED  STATES.  THE  SECURITIES MAY NOT BE SOLD, TRANSFERRED OR
ASSIGNED  IN  THE  ABSENCE  OF  AN  EFFECTIVE  REGISTRATION  STATEMENT  FOR  THE
SECURITIES  UNDER  APPLICABLE  SECURITIES  LAWS,  OR  UNLESS  OFFERED,  SOLD  OR
TRANSFERRED  PURSUANT  TO  AN  AVAILABLE  EXEMPTION  FROM  THE  REGISTRATION
REQUIREMENTS  OF  THOSE  LAWS.

     2.9     Authorization;  Enforcement.  This  Agreement  has  been  duly  and
             ---------------------------
validly  authorized,  executed  and  delivered  on  behalf  of  the Investor and
represents  the  valid  and  binding  obligations of the Investor enforceable in
accordance  with  its terms, subject to the effect of any applicable bankruptcy,
insolvency,  reorganization,  moratorium or similar laws affecting the rights of
creditors generally and the application of general principles of equity.

     2.10     Residency.  The  Investor  is  a  resident of the jurisdiction set
              ---------
forth immediately below such Investor's name on the signature pages hereto.

     2.11     Acknowledgements  Regarding  Placement  Agent.  The  Investor
              ---------------------------------------------
acknowledges  that  Charleston  Capital Corporation is acting as placement agent
(the  "Placement  Agent")  for  the  Securities being offered hereby and will be
compensated  by  the Company for acting in such capacity.  The fee shall consist
of  a  cash  payment  equal  to  three  percent (3%) of the gross amount of such
investment  on  the Closing Date and three percent (3%) of the gross amount paid
to  the  Company  by  the  Investors  for  the  exercise  of  the $.10 Warrants.
Charleston  Capital  Corporation  shall  also  receive  upon  the Closing Date a
Warrant  to  purchase  Common  Stock of the Company for that number of shares of
Common Stock equal to three percent (3%) of the number of shares of Common Stock
purchased  by  the Investors on the Closing Date. Charleston Capital Corporation
shall  also  receive subsequent to the Closing Date a Warrant to purchase Common
Stock  of  the  Company for that number of shares of Common Stock equal to three
percent  (3%) of the number of shares of Common Stock purchased by the Investors
by  exercising the $.10 Warrant. The Warrants will be based on the same terms as
the  Warrants  issued to the Investor and will be registered in the Registration
Statement  for  this Offering. The Warrant shall survive until January 20, 2009,
and  have  a  $0.10 exercise price.  Registration shall be "piggy backed" on the
registration  statement  set  forth  in  the  Registration  Rights  herein.
     The  Investors  further acknowledge that to the best of their knowledge and
belief,  the  Placement  Agent has acted solely as Placement Agent in connection
with  the  offering  of  the Securities by the Company, that the information and
data  provided to the Investors in connection with the transactions contemplated
hereby  have  not  been  subjected  to independent verification by the Placement
Agent,  and  that  the  Placement Agent makes no representation or warranty with
respect  to  the  accuracy  or  completeness  of such information, data or other
related  disclosure  material.  The Investors further acknowledge that in making
its  decision  to  enter  into this Agreement and purchase the Securities it has
relied on its own examination of the Company and the terms of, and consequences,
of  holding  the  Securities.  The  Investors  further


                                        4
<PAGE>
acknowledge that the provisions of this Section 2.11 are for the benefit of, and
may  be  enforced  by,  the  Placement  Agent.

     2.12     The  Investor  hereby  acknowledges  receipt  of  this  Agreement,
including  all  exhibits  thereto,  and  any  documents which may have been made
available  upon  request  as  reflected therein (collectively referred to as the
"Offering Materials") and hereby represents that the Investor has been furnished
by  the Company during the course of the Offering with all information regarding
the  Company,  the  terms  and  conditions  of  the  Offering and any additional
information  that  the  Investor  has requested or desired to know, and has been
afforded  the  opportunity  to  ask  questions  of and receive answers from duly
authorized  officers  or  other  representatives  of  the Company concerning the
Company  and  the  terms  and  conditions  of  the  Offering.

     2.13     The  Investor  hereby  acknowledges that the Offering has not been
reviewed by the United States Securities and Exchange Commission (the "SEC") nor
any  state regulatory authority since the Offering is intended to be exempt from
the  registration  requirements  of  Section 5 of the Securities Act pursuant to
Section  4(2)  of  the  Securities  Act.

     2.14     The  Investor  represents  that  the  Investor  has full power and
authority  (corporate,  statutory  and  otherwise)  to  execute and deliver this
Agreement and to purchase the Securities.  This Agreement constitutes the legal,
valid  and  binding obligation of the Investor, enforceable against the Investor
in  accordance  with  its  terms.

     2.15     If  the  Investor is a corporation, partnership, limited liability
company,  trust,  employee  benefit  plan,  individual retirement account, Keogh
Plan,  or  other  tax-exempt entity, it is authorized and qualified to invest in
the  Company  and the person signing this Agreement on behalf of such entity has
been  duly  authorized  by  such  entity  to  do  so.

     2.16     The  Investor  acknowledges  that  if  he  or  she is a Registered
Representative  of an NASD member firm, he or she must give such firm the notice
required  by  the  NASD's  Rules  of  Fair  Practice,  receipt  of which must be
acknowledged  by  such  firm in Section 4 of the Investor Questionnaire which is
attached  hereto  as  Exhibit  B.

     2.17     Anti-Money  Laundering.
              ----------------------

          (a)     In  General.  Investor  acknowledges  that  due  to anti-money
                  -----------
laundering  requirements  operating  in the United States, as well as Charleston
Capital  Corporation's  own  internal anti-money laundering policies, Charleston
Capital  Corporation  may require further identification of the Investor and the
source  of  purchase  funds  before this Agreement can be processed and purchase
monies  accepted.  Charleston  Capital  Corporation  shall  be held harmless and
indemnified  against  any  loss arising as a result of a failure to process this
Agreement  if  such  information  has  been  required  by  Charleston  Capital
Corporation  and has not been satisfactorily provided by the Investor.  Investor
represents  that  all  purchase  payments transferred to the Company pursuant to
this  Agreement originated directly from a bank or brokerage account in the name
of  Investor.  If  Investor  is  subscribing  on  behalf  of a Beneficial Owner,
pursuant  to  Section  2.17(b) below, then Investor represents that all purchase
payments  transferred  to  Investor  with  respect  to  such  Beneficial  Owner
originated  directly  from  a  bank  or  brokerage  account  in the


                                        5
<PAGE>
name  of  such  Beneficial  Owner.  Investor  represents  that acceptance by the
Company  and  Charleston  Capital  Corporation  of this Agreement, together with
acceptance  of  the appropriate remittance, will not breach any applicable rules
and  regulations  designed  to  avoid  money  laundering. Specifically, Investor
represents  and  warrants  that  all evidence of identity provided to Charleston
Capital  Corporation  is genuine and all related information furnished and to be
furnished  to  Charleston  Capital  Corporation  is  accurate.

          (b)     Beneficial  Ownership.  Investor  represents  that  it  is
                  ---------------------
subscribing  for the Shares for Investor's own account and own risk, and, unless
Investor  advises  Charleston Capital Corporation to the contrary in writing and
identifies  with  specificity  each beneficial owner on whose behalf Investor is
acting,  Investor  represents  that  it is not acting as a nominee for any other
person  or entity.  Investor also represents that it does not have the intention
or  obligation  to  sell,  distribute  or  transfer  the Securities, directly or
indirectly,  to  any  other  person or entity or to any nominee account.  If the
Investor  is  (A)  acting as trustee, agent, representative or disclosed nominee
for  another  person  or  entity, or (B) an entity (other than a publicly-traded
company  listed  on  an organized exchange (or a subsidiary or a pension fund of
such  a  company)  based  in  a  Financial  Action Task Force ("FATF") Compliant
Jurisdiction)  investing  on  behalf  of  underlying  investors  (including  a
Fund-of-Funds)  (the  persons,  entities and underlying investors referred to in
(A) and (B) being referred to collectively as the "Beneficial Owners"), Investor
represents  and  warrants  that:

               (i)  Investor understands and  acknowledges  the representations,
                    warranties  and  agreements  made  herein  are  made  by
                    Investor(A) with respect to Investor and (B) with respect to
                    each  of  the  Beneficial  Owners;

               (ii) Investor has  all requisite power and authority from each of
                    the Beneficial Owners to execute and perform the obligations
                    under  this  Agreement;

              (iii) Investor  has  adopted and implemented anti-money laundering
                    policies, procedures and controls that comply with, and will
                    continue to comply in all respects with, the requirements of
                    applicable  anti-money  laundering laws and regulations; and

               (iv) Investor  has  established  the  identity  of all Beneficial
                    Owners, holds evidence of such identities and will make such
                    information available to Charleston Capital Corporation upon
                    request,  and  has  procedures  in  place to ensure that the
                    Beneficial  Owners  are not Prohibited Investors (as defined
                    in  (e)  below).

          (c)     Prohibited Investor.  Investor further represents that neither
                  --------------------
it  or  to  the best of its knowledge and belief, the Beneficial Owners, nor any
person  controlling,  controlled  by,  or  under  common  control with it or the
Beneficial Owners, nor any person having a beneficial or economic interest in it
or  the  Beneficial  Owners,  is  a  Prohibited  Investor  (defined  in


                                        6
<PAGE>
(e) below) and Investor is not and will not purchase the Securities on behalf or
for  the  benefit  of  any  Prohibited  Investor.

          (d)     Suspension of Purchase Rights.  Investor acknowledges that if,
                  -----------------------------
following  its  purchase  of  Securities  pursuant to this Agreement, Charleston
Capital  Corporation  reasonably believes that Investor is a Prohibited Investor
or  has otherwise breached its representations and warranties herein, Charleston
Capital  Corporation and the Company may be obligated to retroactively terminate
this  purchase  (if  possible),  by  rejecting  this  Agreement (even after full
execution)  and  not completing this transaction, freezing such Investor's funds
forwarded by such Investor pursuant to this Agreement, and stopping the delivery
of  Securities  in  accordance  with  applicable regulations, or placing a "stop
order"  with  the  Transfer  Agent  or  the  Company, and it shall have no claim
against Charleston Capital Corporation or the Company for any form of damages or
liabilities  as  a  result  of  any  of  the  aforementioned  actions.

          (e)  Definitions.
               -----------

               (i)  FATF  means  the  Financial  Action  Task  Force  on  Money
                    ----
                    Laundering.  FATF-Compliant  Jurisdiction  is a jurisdiction
                    that  (A)  is  a member in good standing of FATF and (B) has
                    undergone  two  rounds  of  FATF  mutual  evaluations.  (The
                    following  jurisdictions,  as  determined  by  the FATF, are
                    currently  considered to be compliant: Argentina; Australia;
                    Austria;  Belgium;  Brazil;  Canada;  Denmark;  European
                    Commission;  Finland;  France;  Germany;  Greece;  Gulf
                    Cooperation  Council;  Hong  Kong;  Iceland; Ireland; Italy;
                    Japan;  Luxembourg;  Mexico; Kingdom of The Netherlands; New
                    Zealand;  Norway;  Portugal;  Singapore;  Spain;  Sweden;
                    Switzerland;  Turkey;  United Kingdom; and the United States
                    of  America.  The  list  of  FATF compliant jurisdictions is
                    amended  periodically.  For a current list of FATF compliant
                    jurisdictions,  refer  to  http://www.oecd.org/fatf/.)

               (ii) Foreign Bank  means  an  organization  that (A) is organized
                    ------------
                    under  the  laws  of  a non-U.S. country; (B) engages in the
                    business of banking; (C) is recognized as a bank by the bank
                    supervisory  or  monetary  authority  of  the country of its
                    organization  or  principal banking operations; (D) receives
                    deposits  to  a  substantial extent in the regular course of
                    its  business;  and  (E)  has  the  power  to  accept demand
                    deposits, but does not include the U.S. branches or agencies
                    of  a  non-U.S.  bank.

               (iii) Foreign  Shell  Bank  means  a  Foreign  Bank  without  a
                     --------------------
                    Physical  Presence  in  any  country, but does not include a
                    Regulated  Affiliate.

               (iv) Non-Cooperative  Jurisdiction  means  any  non-U.S.  country
                    -----------------------------
                    that  has  been  designated  as  non-cooperative  with
                    international anti-money


                                        7
<PAGE>
                    laundering  principles or procedures by an intergovernmental
                    group or organization, such as the FATF, of which the United
                    States  is  a  member  and with which designation the United
                    States representative to the group or organization continues
                    to  concur.  (The  current list of non-cooperative countries
                    and  territories,  as  determined  by  the  FATF,  is:  Cook
                    Islands;  Egypt;  Guatemala;  Indonesia;  Myanmar;  Nauru;
                    Nigeria;  Philippines;  St.  Vincent and the Grenadines; and
                    Ukraine.  The  list  of  Non-Cooperative  Countries  and
                    Territories  is  amended periodically. For a current list of
                    Non-Cooperative  Countries  and  Territories,  refer  to the
                    Financial  Action  Task  Force  website,
                    http://www.oecd.org/fatf/NCCT_en.htm.)

               (v)  Physical  Presence  means  a  place  of  business  that  is
                    ------------------
                    maintained  by  a  Foreign  Bank  and  is located at a fixed
                    address,  other  than  solely  a  post  office  box  or  an
                    electronic  address,  in a country in which the Foreign Bank
                    is  authorized  to  conduct  banking  activities,  at  which
                    location  the  Foreign  Bank  (i)  employs  one  or  more
                    individuals  on  a full-time basis; (ii) maintains operating
                    records  related  to  its  banking  activities; and (iii) is
                    subject to inspection by the banking authority that licensed
                    the  Foreign  Bank  to  conduct  banking  activities.

               (v)  Prohibited  Investor  means  (i)  a  person  or entity whose
                    --------------------
                    name  appears  on the List of Specially Designated Nationals
                    and Blocked Persons maintained by the U.S. Office of Foreign
                    Assets  Control  ("OFAC")  (refer  to
                    http://www.ustreas.gov/ofac);  (ii) a Foreign Shell Bank; or
                    (iii)  a  person  or  entity  resident  in  or  organized or
                    chartered  under  the laws of a Non-Cooperative Jurisdiction
                    or  whose  purchase  funds are transferred from or through a
                    Foreign  Shell Bank, a bank organized or chartered under the
                    laws  of  a  Non-Cooperative  Jurisdiction  or  a Sanctioned
                    Regime.

               (vi) Regulated  Affiliate  means  a  Foreign  Shell Bank that (i)
                    --------------------
                    is  an  affiliate of a depository institution, credit union,
                    or  Foreign  Bank  that maintains a Physical Presence in the
                    United States or a non-U.S. country, as applicable; and (ii)
                    is  subject  to  supervision  by  a banking authority in the
                    country  regulating  such affiliated depository institution,
                    credit  union,  or  Foreign  Bank.

               (vii) Sanctioned  Regimes  means  targeted  foreign  countries,
                     -------------------
                    terrorism  sponsoring  organizations  and  international
                    narcotics  traffickers  in respect of which OFAC administers
                    and  enforces  economic  and  trade  sanctions based on U.S.
                    foreign  policy  and  national  security  goals.  (OFAC  has
                    imposed sanctions upon Balkans, Burma


                                        8
<PAGE>
                    (Myanmar),  Cuba,  Iran,  Iraq, Liberia, Libya, North Korea,
                    Sierra  Leone,  Sudan,  and  Zimbabwe.

          (f)     All  representations made by Investor in this Section 2.17 are
to  the  best  of  the  Investor's  knowledge  and  belief.

                                   ARTICLE III
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company represents and warrants to the Investors that:

     3.1     Organization  and  Qualification.  The  Company,  and  each  of its
             --------------------------------
material  subsidiaries,  is  duly  incorporated,  validly  existing  and in good
standing under the laws of the jurisdiction in which they are incorporated, with
full  power  and  authority (corporate and other) to own, lease, use and operate
their  properties  and  to  carry  on  their  businesses as and where now owned,
leased,  used,  operated  and  conducted.  The  Company,  and  its  material
subsidiaries,  is duly qualified to do business and is in good standing in every
jurisdiction  in  which  the nature of the business conducted by them makes such
qualification  necessary, except where the failure to be so qualified or in good
standing  would  not  have  a  Material  Adverse  Effect.

     3.2     Authorization;  Enforcement.  (a)  The  Company  has  all requisite
             ---------------------------
corporate power and authority to enter into and to perform its obligations under
this  Agreement,  to consummate the transactions contemplated hereby and thereby
and  to  issue  the  Securities  in  accordance  with  the terms hereof; (b) the
execution,  delivery  and  performance  of this Agreement by the Company and the
consummation  by  it  of the transactions contemplated hereby (including without
limitation  the  issuance  of  the  Securities) have been duly authorized by the
Company's  Board  of  Directors  and  no further consent or authorization of the
Company,  its  Board  of  Directors,  or  its shareholders is required; (c) this
Agreement  has  been  duly  executed  by  the  Company;  and (d)  this Agreement
constitutes  a  legal,  valid  and binding obligation of the Company enforceable
against  the  Company in accordance with its terms, subject to the effect of any
applicable bankruptcy, insolvency, reorganization, or moratorium or similar laws
affecting  the  rights  of  creditors  generally  and the application of general
principles  of  equity.

     3.3     Capitalization.  As  of  January  13,  2004, the authorized capital
             --------------
stock  of the Company consists of (a) 200,000,000 shares of Common Stock, $.0001
par  value per share, of which 66,023,969 shares are issued and outstanding.  In
addition,  the Company has reserved 16,435,210 shares for issuance upon exercise
of  options and warrants (including options remaining to be issued under certain
plans)  and (b) 5,775,000 shares of preferred stock, $.0001 par value per share,
of  which  0  shares are outstanding.  All of such outstanding shares of capital
stock are, or upon issuance will be, duly authorized, validly issued, fully paid
and  nonassessable.  No  shares  of  capital stock of the Company, including the
Securities issuable pursuant to this Agreement, are subject to preemptive rights
or  any  other similar rights of the stockholders of the Company or any liens or
encumbrances  imposed  through  the  actions  or  failure to act of the Company.
Except  as disclosed above, in the SEC Documents, or in Schedule 3.3, and except
for  the transactions contemplated hereby, (i) there are no outstanding options,
warrants,  scrip, rights to subscribe for, puts, calls, rights of first refusal,
agreements,  understandings,  claims  or  other  commitments  or  rights  of any
character  whatsoever  relating  to,  or  securities or rights convertible into,
exercisable  for,  or  exchangeable  for  any  shares  of


                                        9
<PAGE>
capital  stock  of  the  Company, or arrangements by which the Company is or may
become  bound  to  issue additional shares of capital stock of the Company; (ii)
there  are no agreements or arrangements under which the Company is obligated to
register  the  sale  of any of its securities under the Securities Act and (iii)
there  are  no  anti-dilution  or  price  adjustment provisions contained in any
security issued by the Company (or in any agreement providing rights to security
holders) that will be triggered by the issuance of the Securities.

     3.4     Issuance  of  Securities.  The  Securities are duly authorized and,
             ------------------------
upon  issuance  in  accordance with the terms of this Agreement, will be validly
issued,  fully  paid  and  non-assessable,  free  from all taxes, liens, claims,
encumbrances  and charges with respect to the issue thereof, will not be subject
to preemptive rights or other similar rights of stockholders of the Company, and
will not impose personal liability on the holders thereof.

     3.5  No  Conflicts;  No  Violation.
          -----------------------------

          (a)     The  execution,  delivery and performance of this Agreement by
the Company and the consummation by the Company of the transactions contemplated
hereby  and  thereby  (including,  without  limitation,  the  issuance  of  the
Securities) will not (i) conflict with or result in a violation of any provision
of  its Certificate of Incorporation or Bylaws or (ii) violate or conflict with,
or  result in a breach of any provision of, or constitute a default (or an event
which  with  notice  or  lapse of time or both could become a default) under, or
give  to  others  any  rights  of  termination,  amendment  (including  without
limitation,  the  triggering  of  any  anti-dilution provision), acceleration or
cancellation of, any agreement, indenture, patent, patent license, or instrument
to  which  the  Company  is  a party, or (iii) result in a violation of any law,
rule,  regulation,  order,  judgment or decree (including U.S. federal and state
securities  laws  and  regulations  and  regulations  of  any  self-regulatory
organizations  to which the Company or its securities are subject) applicable to
the  Company  or  by  which  any  property  or  asset of the Company is bound or
affected  (except  for  such  conflicts,  breaches,  defaults,  terminations,
amendments,  accelerations,  cancellations  and  violations  as  would  not,
individually  or  in  the  aggregate,  have  a  Material  Adverse  Effect).

          (b)     The  Company  is  not  in  violation  of  its  Certificate  of
Incorporation,  Bylaws  or other organizational documents and the Company is not
in default (and no event has occurred which with notice or lapse of time or both
could  put  the Company in default) under any agreement, indenture or instrument
to  which  the  Company  is  a  party  or by which any property or assets of the
Company  is  bound  or  affected,  except  for  possible  defaults as would not,
individually or in the aggregate, have a Material Adverse Effect.

          (c)     The Company is not conducting its business in violation of any
law,  ordinance  or regulation of any governmental entity, the failure to comply
with  which  would,  individually  or  in the aggregate, have a Material Adverse
Effect.

          (d)     Except  as  specifically contemplated by this Agreement and as
required  under  the  Securities Act and any applicable state securities laws or
any  listing  agreement  with  any  securities  exchange  or automated quotation
system,  the  Company  is  not  required to obtain any consent, authorization or
order  of,  or  make  any filing or registration with, any court or governmental
agency  or  any regulatory or self regulatory agency in order for it to execute,


                                       10
<PAGE>
deliver  or  perform  any  of its obligations under this Agreement in accordance
with  the  terms  hereof, or to issue and sell the Securities in accordance with
the  terms  hereof.  All  consents,  authorizations,  orders,  filings  and
registrations  which the Company is required to obtain pursuant to the preceding
sentence have been obtained or effected on or prior to the date hereof.

     3.6     SEC  Documents,  Financial  Statements.  Since January 1, 2003, the
             --------------------------------------
Company  has  timely  filed  all reports, schedules, forms, statements and other
documents  required  to  be  filed  by it with the SEC pursuant to the reporting
requirements  of  the Exchange Act (all of the foregoing filed prior to the date
hereof  and all exhibits included therein and financial statements and schedules
thereto  and  documents (other than exhibits) incorporated by reference therein,
being  hereinafter  referred to herein as the "SEC Documents").  The Company has
delivered  to  each  Investor,  or  each  Investor  has  had access to, true and
complete  copies of the SEC Documents, except for such exhibits and incorporated
documents.  As  of  their  respective  dates,  the SEC Documents complied in all
material  respects  with  the requirements of the Exchange Act or the Securities
Act,  as  the  case may be, and the rules and regulations of the SEC promulgated
thereunder  applicable  to  the SEC Documents, and none of the SEC Documents, at
the  time  they  were  filed  with  the SEC, contained any untrue statement of a
material  fact or omitted to state a material fact required to be stated therein
or  necessary  in  order  to  make  the  statements  therein,  in  light  of the
circumstances  under  which  they  were  made,  not  misleading.  As  of  their
respective  dates,  the  financial statements of the Company included in the SEC
Documents  complied  as  to  form  in  all  material  respects  with  applicable
accounting  requirements and the published rules and regulations of the SEC with
respect  thereto.  Such  financial  statements  have been prepared in accordance
with U.S. generally accepted accounting principles, consistently applied, during
the periods involved (except (i) as may be otherwise indicated in such financial
statements  or  the  notes  thereto,  or  (ii)  in the case of unaudited interim
statements,  to the extent they may not include footnotes or may be condensed or
summary  statements)  and  fairly present in all material respects the financial
position  of  the  Company  as  of  the  dates  thereof  and  the results of its
operations  and  cash  flows for the periods then ended (subject, in the case of
unaudited  statements,  to  normal  year-end  audit adjustments).  Except as set
forth in the financial statements included in the SEC Documents, the Company has
no  liabilities, contingent or otherwise, other than liabilities incurred in the
ordinary  course  of business subsequent to January 31, 2003, and liabilities of
the  type  not  required  under  generally  accepted accounting principles to be
reflected in such financial statements.  Such liabilities incurred subsequent to
January 31, 2003, are not, in the aggregate, material to the financial condition
or  operating  results  of  the  Company.

     3.7     Absence  of  Certain  Changes.  Except  as  disclosed  in  the  SEC
             -----------------------------
Documents  or on Schedule 3.7, since January 1, 2003, there has been no material
adverse  change  in  the  assets, liabilities, business, properties, operations,
financial condition, prospects or results of operations of the Company.

     3.8     Absence of Litigation.  Except as disclosed in the SEC Documents or
             ---------------------
on  Schedule  3.8,  there  is  no  action,  suit,  claim, proceeding, inquiry or
investigation  before  or  by  any  court,  public  board,  government  agency,
self-regulatory  organization  or  body  pending  or,  to  the  knowledge of the
Company,  threatened  against or affecting the Company or any of its officers or
directors  acting  as  such that could, individually or in the aggregate, have a
Material  Adverse  Effect.


                                       11
<PAGE>
     3.9     Intellectual  Property  Rights.  The  Company  owns  or  possesses
             ------------------------------
licenses  or  rights  to  use  all  patents, patent applications, patent rights,
inventions, know-how, trade secrets, trademarks, trademark applications, service
marks,  service  names,  trade  names  and  copyrights necessary to enable it to
conduct  its  business as now operated (the "Intellectual Property").  Except as
set  forth  in  the  SEC  Documents,  there are no material outstanding options,
licenses or agreements relating to the Intellectual Property, nor is the Company
bound  by or a party to any material options, licenses or agreements relating to
the  patents,  patent  applications,  patent rights, inventions, know-how, trade
secrets, trademarks, trademark applications, service marks, service names, trade
names  or  copyrights of any other person or entity.  Except as disclosed in the
SEC  Documents,  there  is  no  claim or action or proceeding pending or, to the
Company's  knowledge,  threatened  that challenges the right of the Company with
respect  to  any  Intellectual  Property.

     3.10     Tax  Status.  The  Company  has  timely made or filed all federal,
              -----------
state  and  foreign  income  and all other tax returns, reports and declarations
required  by  any  jurisdiction  to  which it is subject (unless and only to the
extent  that  the  Company  has  set  aside  on  its books provisions reasonably
adequate for the payment of all unpaid and unreported taxes) and has timely paid
all  taxes  and  other governmental assessments and charges that are material in
amount, shown or determined to be due on such returns, reports and declarations,
except  those  being  contested  in  good  faith, and has set aside on its books
provisions  reasonably  adequate  for  the  payment  of  all  taxes  for periods
subsequent  to the periods to which such returns, reports or declarations apply.
To  the  knowledge  of  the  Company,  there are no unpaid taxes in any material
amount  claimed  to  be due by the taxing authority of any jurisdiction, and the
officers  of  the  Company know of no basis for any such claim.  The Company has
not executed a waiver with respect to the statute of limitations relating to the
assessment  or  collection of any foreign, federal, state or local tax.  None of
the  Company's  tax  returns is presently being audited by any taxing authority.

     3.11     Environmental  Laws.  The  Company  (i)  is in compliance with all
              -------------------
applicable foreign federal, state and local laws and regulations relating to the
protection  of  human  health  and safety, the environment or hazardous or toxic
substances  or  wastes,  pollutants or contaminants ("Environmental Laws"), (ii)
has  received  all  permits,  licenses or other approvals required of them under
applicable Environmental Laws to conduct its business and (iii) is in compliance
with  all terms and conditions of any such permit, license or approval where, in
each  of  the  three  foregoing  clauses,  the  failure to so comply would have,
individually or in the aggregate, a Material Adverse Effect

     3.12     No  Integrated  Offering.  Neither  the  Company,  nor  any of its
              ------------------------
affiliates,  nor  any  person  acting  on  its  or their behalf, has directly or
indirectly  made  any offers or sales in any security or solicited any offers to
buy  any  security under circumstances that would require registration under the
Securities  Act  of  the issuance of the Securities to the Investors.  Depending
upon  the  view of the SEC in reviewing the registration statement covering this
offering, the issuance of the Securities to the Investors will not be integrated
with  any  other  issuance of the Company's securities (past, current or future)
for  purposes  of  the Securities Act or any applicable rules of Nasdaq(assuming
the Company becomes listed on Nasdaq after the Closing Date.

     3.13     Brokers.  Except  as set forth below or in Section 2.11 above, the
              -------
Company has taken no action which would give rise to any claim by any person for
brokerage  commissions,


                                       12
<PAGE>
finder's fees or similar payments relating to this Agreement or the transactions
contemplated  hereby.

          (a)     A  finder  will  be  receiving a fee for its introductions and
consulting  work  for the Company. The fee shall consist of a cash payment equal
to  ten percent (10%) of the gross amount of such investment on the Closing Date
and  ten  percent (10%) of the gross amount paid to the Company by the Investors
for  the  exercise  of the $.10 Warrants. The finder shall also receive upon the
Closing  Date  a Warrant to purchase Common Stock of the Company for that number
of  shares of Common Stock equal to ten percent (10%) of the number of shares of
Common  Stock  Purchased  on  the  Closing Date.  The Finder shall also receive,
subsequent  to  the  Closing  Date,  A  Warrant  to purchase Common Stock of the
Company  for that number of shares of Common Stock equal to ten percent (10%) of
the  number  of  shares of Common Stock purchased by the Investors by exercising
the  $.10 Warrant.  The Warrants will be based on the same terms as the Warrants
issued  to the Investor and will be registered in the Registration Statement for
this  Offering.  The  Warrant  shall  survive until January 20, 2009, and have a
$0.10  exercise  price. Any Warrants to be issued to the finder or its assignees
will  be  registered  in  the  Registration  Statement,  unless removal from the
Registration  Statement  is  required  for  effectiveness.

          (b)     The  Company  agrees  to  pay for legal expenses of Charleston
Capital  Corporation's  counsel in the amount of $7,500 associated with document
preparation,  review  of  the  Registration  Statement  to  be  prepared  by the
Company's  counsel  and  all  amendments  thereto.  The  sum  of $2,500 shall be
payable  immediately  prior  to  document  preparation and the balance of $5,000
shall  be payable upon funding of the first funds to be released from escrow and
shall  not  be  payable  unless  gross  proceeds  of $2,000,000 are raised.  The
Company  agrees  to  pay  Charleston Capital Corporation's counsel an additional
$2,500  for Blue Sky filings in New York and the Form D filing with the SEC, but
all  filing  fees  will  be  paid  by  the  Company.

     3.14     Insurance.  The  Company  is  insured  by  insurers  of recognized
              ---------
financial  responsibility  against  such losses and risks and in such amounts as
management of the Company believes to be prudent and customary in the businesses
in  which  the  Company  is  engaged.

     3.15     Employment  Matters.  The  Company  is  in  compliance  with  all
              -------------------
federal, state, local and foreign laws and regulations respecting employment and
employment  practices,  terms  and  conditions of employment and wages and hours
except  where  failure  to  be  in  compliance would not have a Material Adverse
Effect.  The  Company  is  not bound by or subject to (and none of its assets or
properties  is  bound by or subject to) any written or oral, express or implied,
contract, commitment or arrangement with any labor union, and no labor union has
requested  or,  to  the  Company's knowledge, has sought to represent any of the
employees,  representatives  or  agents  of  the Company.  There is no strike or
other  labor  dispute  involving  the  Company  pending,  or  to  the  Company's
knowledge,  threatened,  that  could  have  a Material Adverse Effect nor is the
Company  aware  of any labor organization activity involving its employees.  The
Company  is  not  aware  that  any officer or key employee, or that any group of
officers  or  key  employees,  intends  to  terminate  their employment with the
Company,  nor  does  the  Company  have  a  present  intention  to terminate the
employment  of  any  of  the  foregoing.


                                       13
<PAGE>
     3.16     Investment  Company  Status.  The  Company  is  not  and  upon
              ---------------------------
consummation  of the sale of the Securities will not be an "investment company,"
a company controlled by an "investment company" or an "affiliated person" of, or
"promoter" or "principal underwriter" for, an "investment company" as such terms
are defined in the Investment Company Act of 1940, as amended.

     3.17     Subsidiaries.  Except  as  set  forth  in  the  SEC Documents, the
              -------------
Company  does not presently own or control, directly or indirectly, any interest
in  any  other  corporation,  association,  joint  venture, partnership or other
business  entity  and the Company is not a direct or indirect participant in any
joint  venture  or  partnership.

     3.18     No Conflict of Interest.  The Company is not indebted, directly or
              ------------------------
indirectly,  to  any of its officers or directors or to their respective spouses
or  children, in any amount whatsoever other than in connection with expenses or
advances  of  expenses incurred in the ordinary course of business or relocation
expenses  of employees.  None of the Company's officers, directors or employees,
or  any  members  of  their  immediate  families,  are  directly, or indirectly,
indebted  to  the  Company  (other  than  in  connection  with  purchases of the
Company's  stock  or  as  set  forth  on  Schedule  3.18) or, to the best of the
Company's  knowledge,  have  any  direct  or  indirect ownership interest in any
entity  with  which  the  Company  is affiliated or with which the Company has a
business  relationship,  or  any  entity which competes with the Company, except
that  officers,  directors, employees and/or stockholders of the Company may own
stock  in  (but not exceeding five percent (5%) of the outstanding capital stock
of)  any publicly traded company that may compete with the Company.  To the best
of  the  Company's  knowledge,  none  of  the  Company's  officers, directors or
employees  or  any  members  of  their  immediate  families  are,  directly  or
indirectly,  interested  in any material contract with the Company.  The Company
is  not  a  guarantor  or  indemnitor of any indebtedness of any other person or
entity.

                                   ARTICLE IV
                                    COVENANTS

     4.1     Form  D;  Blue  Sky Laws.  The Company will timely file a Notice of
             ------------------------
Sale of Securities on Form D with respect to the Securities, as required by Form
D.  The  Company  will,  on  or  before the Closing Date, take such action as it
reasonably  determines to be necessary to qualify the Securities for sale to the
Investors  under this Agreement under applicable securities (or "blue sky") laws
of  the  states  of  the  United  States  (or  to  obtain an exemption from such
qualification).  The  Company  shall  cause  to be prepared and file the Form D.

     4.2     Reporting  Status.  The  Company's  Common  Stock is not registered
             -----------------
under  Section  12  of  the  Exchange  Act.  During  the Registration Period (as
defined  below),  the  Company  will  timely file all reports, schedules, forms,
statements and other documents required to be filed by it with the SEC under the
reporting  requirements  of the Exchange Act, and the Company will not terminate
its  status as an issuer required to file reports under the Exchange Act even if
the  Exchange  Act  or  the  rules  and regulations thereunder would permit such
termination.

     4.3     Expenses.  In  addition to the payment of fees specified in Section
             --------
3.13  hereof ,the Company and each Investor is liable for, and will pay, its own
expenses incurred in connection


                                       14
<PAGE>
with  the  negotiation,  preparation,  execution and delivery of this Agreement,
including, without limitation, attorneys' and consultants' fees and expenses.

     4.4     Financial  Information.  The  financial  statements  of the Company
             ----------------------
will  be prepared in accordance with United States generally accepted accounting
principles,  consistently  applied,  and  will  fairly  present  in all material
respects  the  consolidated financial position of the Company and results of its
operations  and cash flows as of, and for the periods covered by, such financial
statements  (subject,  in  the  case of unaudited statements, to normal year-end
audit  adjustments).

     4.5     Compliance  with  Law.  As  long  as  an  Investor  owns any of the
             ---------------------
Securities,  the  Company  will  conduct  its  business  in  compliance with all
applicable  laws,  rules  and  regulations  of  the jurisdictions in which it is
conducting business, (including, without limitation, all applicable local, state
and  federal  environmental  laws  and  regulations), the failure to comply with
which  would  have  a  Material  Adverse  Effect.

     4.6     Sales  by  Investor.  The Investor will sell any Securities sold by
             -------------------
it  in  compliance  with applicable prospectus delivery requirements, if any, or
otherwise in compliance with the requirements for an exemption from registration
under  the  Securities Act and the rules and regulations promulgated thereunder.
Investor will not make any sale, transfer or other disposition of the Securities
in  violation  of  federal  or  state  securities  laws.

     4.7     Share Issuance       At all times, the Company shall keep available
             --------------
Common Stock duly authorized for issuance against the Warrants.  If at any time,
the  Company does not have available an amount of authorized and unissued Common
Stock  necessary  to satisfy the full exercise of the then outstanding Warrants,
the  Company  shall  call  and  hold  a  special  meeting within 30 days of such
occurrence,  for  the  purpose  of  increasing  the number of shares authorized.
Management  of  the  Company  shall  recommend  to  shareholders,  officers  and
directors to vote in favor of increasing the number of common shares authorized.

     4.8     Litigation.  There  is  no  pending  litigation against the Company
             ----------
which  is  not  otherwise disclosed in the Company's SEC Documents.  The Company
knows  of no pending or threatened legal or governmental proceedings against the
Company  which  could  materially  adversely  affect  the  business,  property,
financial  condition  or  operations  of  the  Company  or  which materially and
adversely  questions the validity of this Agreement or any agreements related to
the  transactions  contemplated hereby or the right of the Company to enter into
any of such agreements, or to consummate the transactions contemplated hereby or
thereby.  The  Company is not a party or subject to the provisions of any order,
writ,  injunction,  judgment  or  decree  of  any  court or government agency or
instrumentality  which could materially adversely affect the business, property,
financial  condition  or  operations  of  the Company. There is no action, suit,
proceeding  or  investigation  by  the Company currently pending in any court or
before  any  arbitrator  or  that  the  Company  intends  to  initiate.

     4.9     Compliance  with  Securities  Act.  The  Investor  understands  and
             ----------------------------------
agrees that the Common Stock underlying the Units have not been registered under
the  Securities  Act or any applicable state securities laws, by reason of their
issuance  in  a  transaction  that  does  not  require  registration  under  the
Securities  Act  (based  in  part  on  the  accuracy  of the representations and
warranties  of  the  Investor  contained herein), and that such Common Stock and
Warrants must be held indefinitely unless a subsequent disposition is registered
under  the  Securities  Act or any


                                       15
<PAGE>
applicable  state  securities  laws  or is exempt from such registration. In any
event,  and subject to compliance with applicable securities laws, the Investors
may enter into hedging transactions with third parties, which may in turn engage
in  short  sales  of  the  Securities in the course of hedging the position they
assume and the Investors may also enter into short positions or other derivative
transactions  relating  to  the  Securities,  or interest in the Securities, and
deliver the Securities, or interests in the Securities, to close out their short
or  other  positions  or  otherwise settle short sales or other transactions, or
loan  or  pledge the Securities, or interest in the Securities, to third parties
that  in  turn may dispose of these Securities. In connection with the aforesaid
described  transaction,  the  Investors shall be limited to the amount of Common
Stock  they  are buying and the amount of Common Stock issuable upon exercise of
their  Warrants.

     4.10     Within  five  (5)  business  days  (such  fifth  business day, the
"Unlegended  Shares  Delivery Date") after the business day on which the Company
has  received  (i)  a  notice  that Registrable Securities have been sold either
pursuant  to  the  Registration  Statement or Rule 144 under the Securities Act,
(ii)  a  representation  that  the  prospectus  delivery  requirements,  or  the
requirements  of  Rule  144,  as  applicable, have been satisfied, and (iii) the
original  share  certificates  representing the shares of Common Stock that have
been  sold, the Company at its expense, (y) shall deliver, and shall cause legal
counsel  selected  by the Company to deliver, to its transfer agent (with copies
to  Investor)  an  appropriate  instruction and opinion of such counsel, for the
delivery of shares of Common Stock without any legends, issuable pursuant to any
effective  and  current registration statement or pursuant to Rule 144 under the
Securities  Act (the "Unlegended Shares"); and (z) cause the transmission of the
certificates  representing  the  Unlegended  Shares  together  with  a  legended
certificate  representing  the  balance of the unsold shares of Common Stock, if
any, to the Investor at the address specified in the notice of sale, via express
courier,  by electronic transfer or otherwise on or before the Unlegended Shares
Delivery  Date.

     4.11     In  lieu  of  delivering  physical  certificates  representing the
Unlegended  Shares,  if  the  Company's  transfer  agent is participating in the
Depository  Trust  Company  ("DTC")  Fast Automated Securities Transfer program,
upon request of an Investor, so long as the certificates therefore do not bear a
legend  and  the  Investor  is  not obligated to return such certificate for the
placement  of  a  legend  thereon, the Company shall cause its transfer agent to
electronically  transmit  the  Unlegended  Shares  by  crediting  the account of
Investor's prime Broker with DTC through its Deposit Withdrawal Agent Commission
system.  Such  delivery must be made on or before the Unlegended Shares Delivery
Date.

     4.12     The  Company  understands  that  a  delay  in  the delivery of the
Unlegended  Shares  pursuant  to Section 4.9 hereof beyond the Unlegended Shares
Delivery Date could result in economic loss to an Investor.   As compensation to
an  Investor  for  such  loss,  the  Company agrees to pay late payment fess (as
liquidated  damages  and  not as a penalty) to the Investor for late delivery of
Unlegended Shares in the amount of $100 per business day after the Delivery Date
for  each  $10,000  of  purchase  price  of the Unlegended Shares subject to the
delivery  default.  If  during  any 360 day period, the Company fails to deliver
Unlegended  Shares  as  required by this Section 4.11 for an aggregate of thirty
(30)  days,  then  each  Investor or assignee holding Securities subject to such
default  may,  at its option, require the Company to purchase all or any portion
of  the  Shares  and Warrant Shares subject to such default at a price per share
equal  to


                                       16
<PAGE>
130%  of the Purchase Price of such Shares and Warrant Shares. The Company shall
pay any payments incurred under this Section in immediately available funds upon
demand.

     4.13     In  addition  to any other rights available to an Investor, if the
Company  fails  to  deliver  to  an  Investor  Unlegended Shares within ten (10)
calendar  days  after  the  Unlegended  Shares  Delivery  Date  and the Investor
purchases (in an open market transaction or otherwise) shares of common stock to
deliver in satisfaction of a sale by such Investor of the shares of Common Stock
which the Investor anticipated receiving from the Company (a "Buy-In"), then the
Company shall pay in cash to the Investor (in addition to any remedies available
to  or  elected  by  the  Investor) the amount by which (A) the Investor's total
purchase  price  (including  brokerage  commissions,  if  any) for the shares of
common stock so purchased exceeds (B) the aggregate purchase price of the shares
of  Common  Stock  delivered to the Company for reissuance as Unlegended Shares,
together  with  interest thereon at a rate of 15% per annum, accruing until such
amount  and  any accrued interest thereon is paid in full (which amount shall be
paid  as  liquidated damages and not as a penalty).  For example, if an Investor
purchases  shares  of  Common  Stock having a total purchase price of $11,000 to
cover  a  Buy-In  with  respect to $10,000 of purchase price of shares of Common
Stock  delivered to the Company for reissuance as Unlegended Shares, the Company
shall be required to pay the Investor $1,000, plus interest.  The Investor shall
provide  the  Company  written  notice  indicating  the  amounts  payable to the
Investor  in  respect  of  the  Buy-In.

                                    ARTICLE V
                               REGISTRATION RIGHTS

          5.1     As  used in this Agreement, the following terms shall have the
following  meanings:

               (a)     "Affiliate"  shall  mean,  with respect to any Person (as
                        ---------
defined  below),  any other Person controlling, controlled by or under direct or
indirect  common  control  with such Person (for the purposes of this definition
"control,"  when used with respect to any specified Person, shall mean the power
to  direct  the  management and policies of such person, directly or indirectly,
whether  through  ownership  of voting securities, by contract or otherwise; and
the  terms "controlling" and "controlled" shall have meanings correlative to the
foregoing).

               (b)     "Business  Day" shall mean a day Monday through Friday on
                        -------------
which  banks  are  generally  open  for  business  in  New  York.

               (c)     "Holders"  shall  mean  the  Investor(s)  and  any person
                        -------
holding  Registrable  Securities and the Common Stock underlying the Warrants or
any  person  to  whom  the  rights  under  Article  V  have  been transferred in
accordance  with  Section  5.9  hereof.

               (d)     "Person"  shall mean any person, individual, corporation,
                        ------
limited liability company, partnership, trust or other nongovernmental entity or
any  governmental  agency,  court,  authority  or  other  body (whether foreign,
federal,  state,  local  or  otherwise).


                                       17
<PAGE>
               (e)     The  terms  "register,"  "registered"  and "registration"
                                    --------     ----------        ------------
refer  to  the  registration  effected  by  preparing  and filing a registration
statement  in  compliance  with  the Act, and the declaration or ordering of the
effectiveness  of  such  registration  statement.

               (f)     "Registrable  Securities"  shall  mean  (i) the shares of
                        -----------------------
Common Stock sold in the Offering; (ii) the shares of Common Stock issuable upon
exercise of the Warrants (the "Warrant Shares"); and (iii)  any shares of Common
Stock  issued as (or issuable upon the conversion of any warrant, right or other
security  which is issued as a dividend or other distribution with respect to or
in  replacement  of  the  Common Stock; provided, however, that securities shall
only  be  treated  as Registrable Securities if and only for so long as they (A)
have  not  been  disposed  of  pursuant  to  a  registration  statement declared
effective  by  the  SEC, (B) have not been sold in a transaction exempt from the
registration  and  prospectus  delivery  requirements  of  the  Act  so that all
transfer  restrictions  and restrictive legends with respect thereto are removed
upon  the  consummation  of such sale or (C) are held by a Holder or a permitted
transferee  pursuant  to  Section  5.9.

               (g)     "Registration  Expenses" shall mean all expenses incurred
                        ----------------------
by  the  Company  in  complying  with  Section  5.2  hereof,  including, without
limitation,  all registration, qualification and filing fees, printing expenses,
escrow  fees,  fees  and  expenses of counsel for the Company, blue sky fees and
expenses  and  the  expense of any special audits incident to or required by any
such  registration  (but  excluding  the  fees of legal counsel for any Holder).

               (h)     "Registration  Statement" shall have the meaning ascribed
                        -----------------------
to  such  term  in  Section  5.2.

               (i)     "Registration  Period" shall have the meaning ascribed to
                        --------------------
such  term  in  Section  5.4.

               (j)     "Selling  Expenses" shall mean all underwriting discounts
                        -----------------
and selling commissions applicable to the sale of Registrable Securities and all
fees  and  expenses  of  legal  counsel  for  any  Holder.

          5.2     No  later than forty-five (45) calendar days after the Closing
Date (the "Filing Date"), the Company shall file a registration statement on the
appropriate  form  (the  "Registration Statement") with the SEC and use its best
efforts  to  effect  the registration, qualifications or compliances (including,
without  limitation,  the  execution  of  any  required  undertaking  to  file
post-effective  amendments  no  later than one hundred (100) calendar days after
the  Closing  Date  (the  Effective  Date").

          5.3     All  Registration  Expenses  incurred  in  connection with any
registration,  qualification,  exemption  or  compliance pursuant to Section 5.2
shall  be  borne  by  the Company.  All Selling Expenses relating to the sale of
securities  registered by or on behalf of Holders shall be borne by such Holders
pro  rata  on  the  basis  of  the  number  of  securities  so  registered.

          5.4     In  the  case of the registration, qualification, exemption or
compliance  effected  by  the  Company  pursuant  to this Agreement, the Company
shall,  upon  reasonable


                                       18
<PAGE>
request,  inform  each  Holder  as  to  the  status  of  such  registration,
qualification, exemption and compliance. At its expense the Company shall:

               (a)     use  its  best  efforts  to  keep  such  registration,
continuously  effective  until  the  Holders  have  completed  the  distribution
described  in  the  registration statement relating thereto.  The period of time
during  which  the  Company  is  required  hereunder  to  keep  the Registration
Statement  effective  is  referred  to  herein  as  "the  Registration  Period."
Notwithstanding  the foregoing, at the Company's election, the Company may cease
to keep such registration, qualification, exemption or compliance effective with
respect  to  any Registrable Securities, and the registration rights of a Holder
shall  expire,  on  the  earlier  of  (i)  the  date on which no Warrants remain
unexercised  or  (ii)  January  20,  2009.

               (b)     advise  the  Holders:

                    (i)     when  the  Registration  Statement  or any amendment
thereto  has  been filed with the SEC and when the Registration Statement or any
post-effective  amendment  thereto  has  become  effective;

                    (ii)     of  any  request  by  the  SEC  for  amendments  or
supplements  to the Registration Statement or the prospectus included therein or
for  additional  information;

                    (iii)     of  the  issuance  by  the  SEC  of any stop order
suspending  the effectiveness of the Registration Statement or the initiation of
any  proceedings  for  such  purpose;

                    (iv)     of  the  receipt by the Company of any notification
with  respect  to  the  suspension  of  the  qualification  of  the  Registrable
Securities  included  therein  for sale in any jurisdiction or the initiation or
threatening  of  any  proceeding  for  such  purpose;  and

                    (v)     of  the  happening  of  any  event that requires the
making  of  any changes in the Registration Statement or the prospectus so that,
as  of  such  date, the statements therein are not misleading and do not omit to
state  a  material  fact  required to be stated therein or necessary to make the
statements  therein  (in  the  case  of  the  prospectus,  in  the  light of the
circumstances  under  which  they  were  made)  not  misleading;

               (c)     make  every reasonable effort to obtain the withdrawal of
any  order  suspending  the  effectiveness  of any Registration Statement at the
earliest  possible  time;

               (d)     furnish to each Holder, without charge, at least one copy
of  such  Registration  Statement  and  any  post-effective  amendment  thereto,
including  financial statements and schedules, and, if the Holder so requests in
writing,  all  exhibits  (including those incorporated by reference) in the form
filed  with  the  SEC;

               (e)     during  the  Registration Period, deliver to each Holder,
without  charge,  as many copies of the prospectus included in such Registration
Statement  and any amendment or supplement thereto as such Holder may reasonably
request;  and  the  Company


                                       19
<PAGE>
consents to the use, consistent with the provisions hereof, of the prospectus or
any  amendment  or  supplement  thereto  by  each  of  the  selling  Holders  of
Registrable  Securities  in  connection  with  the  offering  and  sale  of  the
Registrable  Securities covered by the prospectus or any amendment or supplement
thereto.  In  addition, upon the reasonable request of the Holder and subject in
all  cases  to confidentiality protections reasonably acceptable to the Company,
the Company will meet with a Holder or a representative thereof at the Company's
headquarters  to  discuss  all  information  relevant  for  disclosure  in  the
Registration  Statement  covering the Registrable Securities, and will otherwise
cooperate  with  any  Holder  conducting  an  investigation  for  the purpose of
reducing  or  eliminating  such  Holder's  exposure  to liability under the Act,
including  the  reasonable  production  of  information  at  the  Company's
headquarters;

               (f)     during  the  Registration Period, deliver to each Holder,
without charge, (i) as soon as practicable (but in the case of the annual report
of the Company to its stockholders, within 120 days after the end of each fiscal
year  of  the  Company)  one  copy  of the following documents, other than those
documents available via EDGAR: (A) its annual report to its stockholders, if any
(which  annual  report  shall contain financial statements audited in accordance
with generally accepted accounting principles in the United States of America by
a  firm  of  certified  public  accountants  of recognized standing); (B) if not
included in substance in its annual report to stockholders, its annual report on
Form  10-KSB  (or  similar  form);  (C)  each  of  its  quarterly reports to its
stockholders,  and,  if  not  included  in substance in its quarterly reports to
stockholders,  its  quarterly report on Form 10-QSB (or similar form), and (D) a
copy  of the full Registration Statement (the foregoing, in each case, excluding
exhibits);  and  (ii)  upon  reasonable  request,  all  exhibits excluded by the
parenthetical to the immediately preceding clause (D), and all other information
that  is  generally  available  to  the  public;

               (g)     cooperate  with  the  Holders  to  facilitate  the timely
preparation  and delivery of certificates representing Registrable Securities to
be  sold  pursuant to any Registration Statement free of any restrictive legends
to the extent not required at such time and in such denominations and registered
in  such  names  as Holders may request at least five (5) business days prior to
sales  of  Registrable  Securities  pursuant to such Registration Statement; and

               (h)     upon  the occurrence of any event contemplated by Section
5.4(b)(v)  above,  the Company shall promptly prepare a post-effective amendment
to the Registration Statement or a supplement to the related prospectus, or file
any  other  required  document so that, as thereafter delivered to purchasers of
the Registrable Securities included therein, the prospectus will not include any
untrue statement of a material fact or omit to state any material fact necessary
to  make  the  statements therein, in the light of the circumstances under which
they  were  made,  not  misleading.

          5.5     The  Holders  shall have the absolute right to take any action
to  restrain, enjoin or otherwise delay any registration pursuant to Section 5.2
hereof  as  a  result  of  any  controversy  that  may arise with respect to the
interpretation  or  implementation  of  this  Agreement.

          5.6     (a)     To  the  extent  permitted  by  law, the Company shall
indemnify  each  Holder, each underwriter of the Registrable Securities and each
person controlling such Holder


                                       20
<PAGE>
within  the  meaning  of  Section  15  of  the  Act,  with  respect to which any
registration,  qualification  or  compliance  has been effected pursuant to this
Agreement,  against  all  claims,  losses, damages and liabilities (or action in
respect  thereof),  including any of the foregoing incurred in settlement of any
litigation,  commenced  or threatened (subject to Section 5.6(c) below), arising
out  of  or  based  on  any  untrue statement (or alleged untrue statement) of a
material  fact  contained  in any registration statement, prospectus or offering
circular,  or  any  amendment  or  supplement  thereof,  incident  to  any  such
registration,  qualification or compliance, or based on any omission (or alleged
omission)  to  state  therein  a  material fact required to be stated therein or
necessary  to  make  the  statements  therein  not  misleading,  in light of the
circumstances  in  which  they  were  made, and will reimburse each Holder, each
underwriter  of  the  Registrable  Securities  and  each person controlling such
Holder,  for  reasonable  legal  and  other  expenses  reasonably  incurred  in
connection  with  investigating  or  defending  any  such  claim,  loss, damage,
liability or action as incurred; provided that the Company will not be liable in
any  such case to the extent that any untrue statement or omission or allegation
thereof  is  made  in  reliance  upon and in conformity with written information
furnished  to  the  Company  by  or  on  behalf  of such Holder and stated to be
specifically  for  use in preparation of such registration statement, prospectus
or  offering  circular; provided that the Company will not be liable in any such
case  where  the claim, loss, damage or liability arises out of or is related to
the  failure of the Holder to comply with the covenants and agreements contained
in  this  Agreement  respecting sales of Registrable Securities, and except that
the  foregoing  indemnity agreement is subject to the condition that, insofar as
it  relates to any such untrue statement or alleged untrue statement or omission
or  alleged  omission  made  in  the  preliminary  prospectus  but eliminated or
remedied  in  the  amended  prospectus  on  file  with  the  SEC at the time the
registration statement becomes effective or in the amended prospectus filed with
the  SEC  pursuant to Rule 424(b) or in the prospectus subject to completion and
term  sheet  under  Rule 434 of the Act, which together meet the requirements of
Section  10(a)  of  the  Act  (the "Final Prospectus"), such indemnity agreement
shall  not  inure to the benefit of any such Holder, any such underwriter or any
such  controlling  person,  if  a  copy of the Final Prospectus furnished by the
Company  to  the  Holder  for delivery was not furnished to the person or entity
asserting  the  loss,  liability,  claim  or damage at or prior to the time such
furnishing  is required by the Act and the Final Prospectus would have cured the
defect  giving  rise  to  such  loss,  liability,  claim  or  damage.

               (b)     Each  Holder  will  severally,  if Registrable Securities
held  by  such  Holder  are  included  in  the  securities  as  to  which  such
registration,  qualification  or  compliance  is  being  effected, indemnify the
Company, each of its directors and officers, each underwriter of the Registrable
Securities  and  each  person  who  controls  the  Company within the meaning of
Section  15  of the Act, against all claims, losses, damages and liabilities (or
actions  in  respect  thereof),  including  any  of  the  foregoing  incurred in
settlement of any litigation, commenced or threatened (subject to Section 5.6(c)
below),  arising  out  of  or  based  on any untrue statement (or alleged untrue
statement)  of  a  material  fact  contained  in  any  registration  statement,
prospectus  or  offering  circular,  or  any  amendment  or  supplement thereof,
incident  to any such registration, qualification or compliance, or based on any
omission  (or  alleged omission) to state therein a material fact required to be
stated  therein  or  necessary to make the statements therein not misleading, in
light  of  the  circumstances  in  which  they were made, and will reimburse the
Company,  such  directors  and  officers,  each  underwriter  of the Registrable
Securities  and each person controlling the Company for reasonable legal and any
other expenses reasonably incurred


                                       21
<PAGE>
in  connection  with  investigating  or  defending any such claim, loss, damage,
liability  or  action  as  incurred, in each case to the extent, but only to the
extent,  that such untrue statement or omission or allegation thereof is made in
reliance  upon  and  in  conformity  with  written  information furnished to the
Company  by  or on behalf of the Holder and stated to be specifically for use in
preparation  of  such  registration  statement, prospectus or offering circular;
provided that the indemnity shall not apply to the extent that such claim, loss,
damage  or liability results from the fact that a current copy of the prospectus
was  not  made  available  to the Holder and such current copy of the prospectus
would  have  cured  the  defect  giving  rise  to  such  loss,  claim, damage or
liability.  Notwithstanding  the foregoing, in no event shall a Holder be liable
for  any  such  claims, losses, damages or liabilities in excess of the proceeds
received  by  such  Holder in the offering, except in the event of fraud by such
Holder,  as  determined  by  a final, non-appealable judgment in a court of law.

               (c)     Each party entitled to indemnification under this Section
5.6 (the "Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit  the  Indemnifying  Party  to assume the defense of any such claim or any
litigation  resulting  therefrom,  provided  that  counsel  for the Indemnifying
Party,  who  shall  conduct  the  defense  of such claim or litigation, shall be
approved  by  the  Indemnified  Party  (whose approval shall not unreasonably be
withheld),  and  the  Indemnified  Party may participate in such defense at such
Indemnified  Party's  expense,  and  provided  further  that  the failure of any
Indemnified  Party  to  give  notice  as  provided  herein shall not relieve the
Indemnifying  Party of its obligations under this Agreement, unless such failure
is  materially  prejudicial to the Indemnifying Party in defending such claim or
litigation.  An  Indemnifying Party shall not be liable for any settlement of an
action  or claim effected without its written consent (which consent will not be
unreasonably  withheld).

               (d)     If  the  indemnification provided for in this Section 5.6
is held by a court of competent jurisdiction to be unavailable to an Indemnified
Party  with respect to any loss, liability, claim, damage or expense referred to
therein,  then  the Indemnifying Party, in lieu of indemnifying such Indemnified
Party  thereunder,  shall  contribute  to  the  amount  paid  or payable by such
Indemnified  Party as a result of such loss, liability, claim, damage or expense
in  such  proportion  as  is  appropriate  to  reflect the relative fault of the
Indemnifying  Party on the one hand and of the Indemnified Party on the other in
connection  with  the  statements  or  omissions  which  resulted  in such loss,
liability,  claim,  damage  or  expense  as well as any other relevant equitable
considerations.  The  relative  fault  of  the  Indemnifying  Party  and  of the
Indemnified  Party  shall  be  determined  by  reference to, among other things,
whether  the  untrue  or  alleged  untrue  statement  of  a material fact or the
omission  to  state  a  material  fact  relates  to  information supplied by the
Indemnifying Party or by the Indemnified Party and the parties' relative intent,
knowledge,  access  to  information  and  opportunity to correct or prevent such
statement  or  omission.


                                       22
<PAGE>
          5.7     (a)     Each  Holder  agrees  that, upon receipt of any notice
from  the  Company  of the happening of any event requiring the preparation of a
supplement  or  amendment  to a prospectus relating to Registrable Securities so
that,  as thereafter delivered to the Holders, such prospectus shall not contain
an  untrue  statement  of  a  material  fact  or omit to state any material fact
required  to  be  stated therein or necessary to make the statements therein not
misleading,  each  Holder  will forthwith discontinue disposition of Registrable
Securities  pursuant  to  the registration statement contemplated by Section 5.2
until  its  receipt of copies of the supplemented or amended prospectus from the
Company  and,  if  so  directed by the Company, each Holder shall deliver to the
Company  all  copies,  other  than  permanent  file copies then in such Holder's
possession,  of  the  prospectus covering such Registrable Securities current at
the  time  of  receipt  of  such  notice.

               (b)     Each  Holder  shall suspend, upon request of the Company,
any disposition of Registrable Securities pursuant to the Registration Statement
and  prospectus contemplated by Section 5.2 during any period, not to exceed one
15-day  period  per  circumstance or development, when the Company determines in
good  faith  that offers and sales pursuant thereto should not be made by reason
of  the  presence  of  material  undisclosed  circumstances or developments with
respect  to  which the disclosure that would be required in such a prospectus is
premature,  would  have  an  adverse  effect  on  the  Company  or  is otherwise
inadvisable.  The  Company shall not impose a suspension of disposition for more
than  30  days  in  any  one  calendar  year.

               (c)     As  a  condition  to  the  inclusion  of  its Registrable
Securities,  each Holder shall furnish to the Company such information regarding
such  Holder  and  the  distribution  proposed by such Holder as the Company may
request  in writing or as shall be required in connection with any registration,
qualification  or  compliance  referred  to  in  this  Article  V.

               (d)     At  the  end of the Registration Period the Holders shall
discontinue sales of shares pursuant to such Registration Statement upon receipt
of  notice  from  the  Company  of its intention to remove from registration the
shares  covered  by  such  Registration  Statement which remain unsold, and such
Holders shall notify the Company of the number of shares registered which remain
unsold  immediately  upon  receipt  of  such  notice  from  the  Company.

          5.8     With a view to making available to the Holders the benefits of
certain  rules  and  regulations of the SEC which at any time permit the sale of
the Registrable Securities to the public without registration, the Company shall
use  its  reasonable  best  efforts  to:

               (a)     make  and  keep  public  information  available, as those
terms are understood and defined in Rule 144 under the Act, at all times;

               (b)     file  with  the  SEC  in  a timely manner all reports and
other documents required of the Company under the Exchange Act; and

               (c)     so  long  as  a  Holder owns any unregistered Registrable
Securities,  furnish  to  such  Holder,  upon  any reasonable request, a written
statement  by  the Company as to its compliance with Rule 144 under the Act, and
of  the  Exchange  Act,  a  copy  of  the  most  recent


                                       23
<PAGE>
annual  or quarterly report of the Company, and such other reports and documents
of  the  Company as such Holder may reasonably request in availing itself of any
rule  or  regulation  of  the  SEC allowing a Holder to sell any such securities
without  registration.

          5.9     The  rights  to  cause  the  Company  to  register Registrable
Securities  granted  to  the  Holders  by  the  Company under Section 5.2 may be
assigned in full by a Holder in connection with a transfer by such Holder of its
Registrable  Securities, provided, however, that (i) such transfer may otherwise
be  effected  in  accordance  with  applicable securities laws; (ii) such Holder
gives  prior  written notice to the Company; and (iii) such transferee agrees to
comply  with  the  terms  and provisions of this Agreement, and such transfer is
otherwise  in  compliance with this Agreement.  Except as specifically permitted
by  this  Section  5.9,  the  rights  of  a  Holder  with respect to Registrable
Securities  as  set  out  herein  shall not be transferable to any other Person.

          5.10     With  the  written  consent  of  the  Company and the Holders
holding  at  least  a  majority  of  the  Registrable  Securities  that are then
outstanding,  any provision of this Article V may be waived (either generally or
in a particular instance, either retroactively or prospectively and either for a
specified  period of time or indefinitely) or amended.  Upon the effectuation of
each  such  waiver  or amendment, the Company shall promptly give written notice
thereof  to the Holders, if any, who have not previously received notice thereof
or  consented  thereto  in  writing.

          5.11     Delay  in Filing or Effectiveness of  Registration Statement.
                   ------------------------------------------------------------

               (a)  The  Company  shall  use  its  best efforts to ensure that a
registration  statement (the "Registration Statement") is filed on or before the
Filing  Date.  The Registration Statement will include for resale by the Holders
in  accordance  with the plan of distribution       set forth therein the Common
Stock included within the units and the Common Stock    underlying  the Warrants
(the  "Registrable  Securities"), but not the Warrants themselves.  In the event
the  Registration Statement covering this offering is not filed on or before the
Filing  Date,  the  Company shall pay the Investor, as liquidated damages, 1% of
the  purchase  price  of  the  Units  for  every 30 calendar day period that the
Registration  Statement  is  not  filed. Any liquidated damages shall be paid in
cash or freely trading common stock at the Company's option, and such    damages
shall  continue  until  the  obligation  is  fulfilled,  subject to a maximum of
twenty-four (24) months from the Closing Date.  If paid in freely trading Common
Stock the pricing for the shares shall be based on the 5-day average closing bid
price  for  the  Common  Stock  for  the 3 days prior to the date the shares are
delivered  to  the  Investor.
          Notwithstanding  the  foregoing,  the  amounts  payable by the Company
pursuant  to  this  Section  shall not be payable to the extent any delay in the
filing  of  the Registration Statement occurs because of an act of, or a failure
to  act  or to act timely by the Investor. The damages set forth in this Section
shall  continue until the obligation is fulfilled and shall be paid within three
(3)  business  days after each thirty (30) day period, or portion thereof, until
the  Registration  Statement  is  filed.  Failure of the Company to make payment
within  said  three  (3)  business  days  shall  be  considered  a  default.
          The  Company  acknowledges  that  its failure to have the Registration
Statement  filed  within said forty-five (45) calendar day period will cause the
Investor  to  suffer  damages  in an amount that will be difficult to ascertain.
Accordingly,  the  parties  agree  that  it  is  appropriate


                                       24
<PAGE>
to  include  in  this  Agreement a provision for liquidated damages. The parties
acknowledge  and  agree  that the liquidated damages provision set forth in this
section  represents the parties' good faith effort to quantify such damages and,
as  such,  agree  that  the  form  and  amount  of  such  liquidated damages are
reasonable  and will not constitute a penalty. The payment of liquidated damages
shall  not relieve the Company from its obligations to register the Common Stock
and  deliver  the  Common  Stock  pursuant  to  the  terms  of  this  Agreement.

               (b)  The  Company  shall  use  its  best  efforts  to  cause such
Registration  Statement to become effective on or before the Effective Date. The
Company  represents  and warrants that it shall cause the Registration Statement
relating  to  the Registrable Securities to become effective no later than three
(3)  business days after notice from the SEC that the Registration Statement may
be  declared effective.  In the event the Registration Statement is not declared
effective  within  one  hundred  (100)  calendar days following the Closing Date
(unless the delay was caused by the failure of Investors, who have invested more
than 50% of the amount of gross funds raised on the Closing Date, to provide the
Company  with  information  regarding  such  Investors  necessary to be included
therein or to agree to a customary cross indemnification agreement), the Company
shall  pay  the  non-defaulting  Investors,  as  liquidated  damages,  1% of the
purchase  price  of  the  Units  for  every  30  calendar day period, or portion
thereof,  that  the  registration  statement  is  not  declared  effective.  Any
liquidated  damages  shall be paid in cash or freely trading common stock at the
Company's  option,  and  such  damages  shall  continue  until the obligation is
fulfilled,  subject  to  a  maximum  of twenty-four (24) months from the Closing
Date. If the Registration Statement covering the Registrable Securities required
to  be  filed by the Company is declared effective, but after the effective date
the  Investor's  right  to  sell  is  suspended,  then the Company shall pay the
Investor  the sum of one percent (1%) of the purchase price paid by the Investor
for  the  Units  pursuant  to  this  Agreement for each thirty (30) calendar day
period, pro rata, following the suspension until such suspension ceases. If paid
in  freely trading Common Stock the pricing for the shares shall be based on the
5-day average closing bid price for the Common Stock for the 3 days prior to the
date  the  shares  are  delivered  to  the  Investor.

          Notwithstanding  the  foregoing,  the  amounts  payable by the Company
pursuant  to  this  Section  shall not be payable to the extent any delay in the
effectiveness  of  the  Registration Statement occurs because of an act of, or a
failure  to  act or to act timely by the Investor. The damages set forth in this
Section  shall  continue  until  the  obligation  is  fulfilled  or a maximum of
twenty-four  (24)  months and shall be paid within three (3) business days after
each  thirty  (30)  day  period,  or  portion  thereof,  until  the Registration
Statement  is declared effective.  Failure of the Company to make payment within
said  three  (3)  business  days  shall  be  considered  a  default.
          The  Company  acknowledges  that  its failure to have the Registration
Statement  filed  within said one hundred (100) calendar day period or to permit
the  suspension  of  the effectiveness of the Registration Statement, will cause
the Investor to suffer damages in an amount that will be difficult to ascertain.
Accordingly,  the  parties  agree  that  it  is  appropriate  to include in this
Agreement a provision for liquidated damages.  The parties acknowledge and agree
that  the  liquidated damages provision set forth in this section represents the
parties' good faith effort to quantify such damages and, as such, agree that the
form  and  amount  of  such  liquidated  damages  are  reasonable  and  will not
constitute  a  penalty.  The payment of liquidated damages shall not relieve the
Company from its obligations to register the Common Stock and deliver the Common
Stock  pursuant  to  the  terms  of  this  Agreement.


                                       25
<PAGE>
          The  Company shall respond to all SEC comments promptly, and will keep
Charleston  Capital Corporation or its counsel advised with respect to the SEC's
review  of  the  Registration  Statement.

               (c)  The  Company  agrees  not  to  include any other securities,
other than the Common Stock underlying the units, in this Registration Statement
without  Investor's  prior written consent. Furthermore, the Company agrees that
it  will not file, without the consent of a majority of the Invesotrs, any other
Registration  Statement for other securities, for a period of 0ne hundred eighty
(180)  calendar  days  after  the  Registration  Statement  for  the Registrable
Securities  is declared effective and remains effective for ninety (90) calendar
days,  unless  it is for additional financing being made by the Investor in this
Offering.

               (d)  Nothing  contained  in  this  Agreement  shall  be deemed to
establish or require the payment of interest to the Investor at a rate in excess
of  the  maximum rate permitted by governing law.  In the event that the rate of
interest  required  to  be  paid exceeds the maximum rate permitted by governing
law,  the rate of interest required to be paid thereunder shall be automatically
reduced  to  the  maximum rate permitted under the governing law and such excess
shall  be  returned  with  reasonable promptness by the Investor to the Company.

               (e)  The  Company  shall  bear  registration  expenses  of  the
Registration  Statement  and its counsel shall prepare and file the Registration
Statement.   Charleston  Capital  Corporation  and  any  other  person  for whom
Registrable  Securities  are  included  in  the Registration Statement will bear
their  own  expenses.  Each  such  person  will  also  provide  the Company with
information  regarding  "Selling Securityholders" and "Plan of Distribution" and
other  information  required  to be included about them, their stock and Warrant
ownership,  and  otherwise  that is necessary to be included in the Registration
Statement.  Charleston  Capital  Corporation  understands  that  it  and persons
associated  with  it will likely be considered to be underwriters by the SEC and
the  SEC  will  likely  require  this  disclosure in the Registration Statement.

                                   ARTICLE VI
                                 INDEMNIFICATION

     6.     In  consideration  of each Investor's execution and delivery of this
Agreement  and  its  acquisition of the Securities hereunder, and in addition to
all  of  the  Company's other obligations under this Agreement, the Company will
indemnify  and  hold  harmless  each  Investor  and  each  other  holder  of the
Securities  and  all  of  their stockholders, officers, directors, employees and
direct  or  indirect investors and any of the foregoing person's agents or other
representatives  (including,  without  limitation,  those retained in connection
with  the  transactions  contemplated  by  this  Agreement)  (collectively,  the
"Indemnitees")  from  and  against any and all actions, causes of action, suits,
claims, losses, costs, penalties, fees, liabilities and damages, and expenses in
connection  therewith  (regardless  of whether any such Indemnitee is a party to
the  action  for  which  indemnification  hereunder  is  sought),  and including
reasonable  attorneys'  fees  and disbursements (the "Indemnified Liabilities"),
incurred  by an Indemnitee as a result of, or arising out of, or relating to (a)
any  breach  of  any representation or warranty made by the Company herein or in
any  other  certificate,  instrument or document contemplated hereby or thereby,
(b) any breach of any covenant, agreement or obligation of the Company contained


                                       26
<PAGE>
herein  or  in any other certificate, instrument or document contemplated hereby
or  thereby  or  (c)  any cause of action, suit or claim brought or made against
such  Indemnitee  and  arising out of or resulting from the execution, delivery,
performance,  breach  or  enforcement  of this Agreement by the Company.  To the
extent  that  the  foregoing undertaking by the Company is unenforceable for any
reason,  the  Company  will  make  the  maximum  contribution to the payment and
satisfaction  of  each  of the Indemnified Liabilities that is permissible under
applicable  law.

                                   ARTICLE VII
                                   DEFINITIONS

     7.1     "Closing"  means  the  closing  of  the  purchase  and  sale of the
Securities  under  this  Agreement.

     7.2     "Closing  Date"  has  the  meaning  set  forth  in  Section  1.3.

     7.3     "Common Stock" means the common stock, $0.0001 par value per share,
of  the  Company.

     7.4     "Company"  means  NanoPierce  Technologies,  Inc

     7.5     "Exchange  Act"  means  the  Securities  Exchange  Act  of 1934, as
amended.

     7.6     "Indemnified  Liabilities" has the meaning set forth in Article VI.

     7.7     "Indemnitees"  has  the  meaning  set  forth  in  Article  VI.

     7.8     "Investors"  means  the  investors whose names are set forth on the
signature  pages  of  this  Agreement,  and  their  permitted  transferees.

     7.9     "Material  Adverse  Effect"  means a material adverse effect on (a)
the  business,  operations,  assets or financial condition of the Company or (b)
the  ability  of  the  Company  to  perform  its  obligations  pursuant  to  the
transactions  contemplated  by  this  Agreement  or  under any instruments to be
entered  into  or  filed  in  connection  herewith.

     7.10     "Nasdaq"  means  the  Nasdaq  National  Market  System.

     7.11      "Rule  144"  means Rule 144 promulgated under the Securities Act,
or  any  successor  rule.

     7.12     "SEC"  means the United States Securities and Exchange Commission.

     7.13     "SEC  Documents"  has  the  meaning  set  forth  in  Section  3.6.

     7.14     "Securities"  means the Common Stock and Warrants sold pursuant to
this  Agreement.

     7.15     "Securities Act" means the Securities Act of 1933, as amended, and
the  rules  and  regulations  thereunder,  or  any  similar  successor  statute.


                                       27
<PAGE>
                                  ARTICLE VIII
                          GOVERNING LAW; MISCELLANEOUS

     8.1     Governing  Law;  Jurisdiction.  This  Agreement will be governed by
             -----------------------------
and  interpreted  in  accordance  with the laws of the State of New York without
regard  to the principles of conflict of laws.  The parties hereto hereby submit
to  the  exclusive  jurisdiction  of  the United States federal and state courts
located  in the State of New York with respect to any dispute arising under this
Agreement  or  the  transactions  contemplated  hereby  or  thereby.

     8.2     Counterparts;  Signatures  by  Facsimile.  This  Agreement  may  be
             ----------------------------------------
executed  in  two  or more counterparts, all of which are considered one and the
same  agreement  and will become effective when counterparts have been signed by
each party and delivered to the other parties.  This Agreement, once executed by
a  party, may be delivered to the other parties hereto by facsimile transmission
of  a  copy  of  this Agreement bearing the signature of the party so delivering
this  Agreement.

     8.3     Headings.  The  headings  of  this Agreement are for convenience of
             --------
reference  only,  are  not  part  of  this  Agreement  and  do  not  affect  its
interpretation.

     8.4     Severability.  If  any  provision  of  this Agreement is invalid or
             ------------
unenforceable  under  any applicable statute or rule of law, then such provision
will  be  deemed  modified in order to conform with such statute or rule of law.
Any  provision hereof that may prove invalid or unenforceable under any law will
not  affect  the  validity  or  enforceability  of  any  other provision hereof.

     8.5     Entire  Agreement;  Amendments.  This  Agreement  (including  all
             ------------------------------
schedules  and  exhibits  hereto)  constitutes  the  entire  agreement among the
parties hereto with respect to the subject matter hereof and thereof.  There are
no  restrictions,  promises,  warranties  or  undertakings, other than those set
forth  or  referred  to  herein or therein.  This Agreement supersedes all prior
agreements  and  understandings  among  the  parties  hereto with respect to the
subject  matter hereof.  No provision of this Agreement may be waived or amended
other  than  by  an instrument in writing signed by the party to be charged with
enforcement.

     8.6     Notices.  Any  notices  required or permitted to be given under the
             -------
terms  of  this  Agreement  must be sent by certified or registered mail (return
receipt requested) or delivered personally or by courier (including a recognized
overnight  delivery  service) and will be effective five days after being placed
in  the  mail,  if  mailed  by  regular U.S. mail, or upon receipt, if delivered
personally,  or  by courier (including a recognized overnight delivery service),
in  each  case addressed to a party.  The addresses for such communications are:

     If to the Company:     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


                                       28
<PAGE>
     If  to  an  Investor:  To  the  address  set  forth  immediately below such
Investor's  name  on  the  signature  pages  hereto.

     Each  party  will provide written notice to the other parties of any change
in  its  address.

     8.7     Successors  and Assigns.  This Agreement is binding upon and inures
             -----------------------
to  the  benefit  of  the parties and their successors and assigns.  The Company
will  not  assign  this Agreement or any rights or obligations hereunder without
the  prior  written  consent  of  the Investors, and no Investor may assign this
Agreement  or  any  rights  or  obligations  hereunder without the prior written
consent  of  the Company.  Notwithstanding the foregoing, an Investor may assign
all  or part of its rights and obligations hereunder to any of its "affiliates,"
as  that  term  is  defined under the Securities Act, without the consent of the
Company so long as the affiliate is an accredited investor as defined in Section
2(a)(15)  and  Rule 215 of the Securities Act) and agrees in writing to be bound
by  this  Agreement.  This  provision  does  not  limit  the Investor's right to
transfer the Securities pursuant to the terms of this Agreement or to assign the
Investor's rights hereunder to any such transferee pursuant to the terms of this
Agreement.

     8.8     Third  Party  Beneficiaries.  This  Agreement  is  intended for the
             ---------------------------
benefit  of  the  parties  hereto  and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by,  any  other  person.

     8.9     Further Assurances.  Each party will do and perform, or cause to be
             ------------------
done  and  performed,  all  such  further  acts and things, and will execute and
deliver  all  other  agreements,  certificates,  instruments  and  documents, as
another  party  may  reasonably  request  in  order  to carry out the intent and
accomplish  the  purposes  of  this  Agreement  and  the  consummation  of  the
transactions  contemplated  hereby.

     8.10     No  Strict  Construction.  The  language used in this Agreement is
              ------------------------
deemed  to be the language chosen by the parties to express their mutual intent,
and no rules of strict construction will be applied against any party.

     8.11     Equitable  Relief.  The  Company  recognizes  that, if it fails to
              -----------------
perform  or discharge any of its obligations under this Agreement, any remedy at
law  may  prove to be inadequate relief to the Investors.  The Company therefore
agrees  that  the  Investors  are  entitled  to  seek  temporary  and  permanent
injunctive  relief  in  any  such  case.

     IN  WITNESS  WHEREOF, the undersigned Investors and the Company have caused
this Agreement to be duly executed as of the date first above written.

                                    COMPANY:

                                    NANOPIERCE TECHNOLOGIES, INC.

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


                                       29
<PAGE>
                            OMNIBUS SIGNATURE PAGE TO
                          NANOPIERCE TECHNOLOGIES, INC.
                          SECURITIES PURCHASE AGREEMENT

     The  undersigned  hereby  executes  and  delivers  the  Securities Purchase
Agreement  to  which  this  signature page is attached, which, together with all
counterparts  of the Agreement and signature pages of the other parties named in
said  Agreement,  shall  constitute one and the same document in accordance with
the  terms  of  the  Agreement.


                                       Sign Name:     __________________________


               Print Name (and title if applicable):  __________________________

                                       Date:          __________________________

                                       Address:       __________________________


                                                      __________________________


                                                      __________________________


                                       Telephone:     __________________________


                                       Facsimile:     __________________________


                                       Dollar Amount: __________________________


                                       Number of Units Purchased _______________



<PAGE>
                                    EXHIBIT A


                           WIRE TRANSFER INSTRUCTIONS


Please remit payment to:

Wachovia Bank, National Association
Charlotte, NC
ABA#: 053 000 219
Credit A/C: 3572001905
FFC: NANOPIER TCH ESC
Attn: Corporate Trust - Bond Administration


     US  Mail/Overnight  Courier
     ---------------------------

     Corporate  Trust  Department

     One Penn Plaza, Suite 1414

     New York, New York 10019




<PAGE>
                                    Exhibit B
                             INVESTOR QUESTIONNAIRE

1.     The  Investor represents and warrants that he, she or it comes within one
category  marked  below,  and  that  for  any category marked, he, she or it has
truthfully set forth, where applicable, the factual basis or reason the Investor
comes within that category.  ALL INFORMATION IN RESPONSE TO THIS SECTION WILL BE
KEPT  STRICTLY  CONFIDENTIAL.  The  undersigned agrees to furnish any additional
information which the Company deems necessary in order to verify the answers set
forth  below.

Category A ___      The  undersigned  is  an  individual  (not  a  partnership,
                    corporation,  etc.) whose individual net worth, or joint net
                    worth  with his or her spouse, presently exceeds $1,000,000.

                              Explanation.  In  calculating  net  worth  you may
                              include  equity  in  personal  property  and  real
                              estate,  including your principal residence, cash,
                              short-term  investments,  stock  and  securities.
                              Equity in personal property and real estate should
                              be based on the fair market value of such property
                              less  debt  secured  by  such  property.

Category B ___      The  undersigned  is  an  individual  (not  a  partnership,
                    corporation,  etc.)  who had an income in excess of $200,000
                    in  each  of the two most recent years, or joint income with
                    his  or  her  spouse  in excess of $300,000 in each of those
                    years  (in  each  case  including foreign income, tax exempt
                    income  and  full  amount  of  capital  gains and losses but
                    excluding  any  income  of  other  family  members  and  any
                    unrealized  capital  appreciation)  and  has  a  reasonable
                    expectation of reaching the same income level in the current
                    year.

Category C ___      The  undersigned  is  a director or executive officer of the
                    Company  which  is  issuing  and  selling  the  Securities.

Category D ___      The  undersigned  is a bank; a savings and loan association;
                    insurance company; registered investment company; registered
                    business  development  company;  licensed  small  business
                    investment company ("SBIC"); or employee benefit plan within
                    the  meaning  of  Title  1  of  ERISA and (a) the investment
                    decision is made by a plan fiduciary which is either a bank,
                    savings  and  loan  association,  insurance  company  or
                    registered  investment  advisor,  or  (b) the plan has total
                    assets  in  excess  of  $5,000,000 or (c) is a self directed
                    plan  with  investment decisions made solely by persons that
                    are  accredited  investors.  (describe  entity)

Category E ___      The undersigned is a private business development company as
                    defined in section 202(a)(22) of the Investment Advisors Act
                    of  1940.  (describe  entity)


                                       32
<PAGE>
Category F ___      The  undersigned  is  either  a  corporation,  partnership,
                    Massachusetts  business  trust,  or  non-profit organization
                    within  the  meaning  of  Section  501(c)(3) of the Internal
                    Revenue  Code,  in  each  case  not  formed for the specific
                    purpose of acquiring the Securities and with total assets in
                    excess  of  $5,000,000.(describe  entity)

Category G ___      The  undersigned  is  a trust with total assets in excess of
                    $5,000,000, not formed for the specific purpose of acquiring
                    the  Securities,  where  the  purchase  is  directed  by  a
                    "sophisticated  investor"  as  defined  in  Regulation
                    506(b)(2)(ii)  under  the  Securities  Act.

Category H ___      The undersigned is an entity (other than a trust) all of the
                    equity owners of which are "accredited investors" within one
                    or  more  of  the  above  categories.  If  relying upon this
                    Category H alone, each equity owner must complete a separate
                    copy  of  this  Agreement.  (describe  entity)

Category I ___      The  undersigned  is  not within any of the categories above
                    and  is  therefore  not  an  accredited  investor.

The  undersigned agrees that the undersigned will notify the Company at any time
on  or  prior  to  the  Closing  Date  in the event that the representations and
warranties  made  by  the  undersigned in this Agreement shall cease to be true,
accurate  and  complete.

     2.     SUITABILITY  (please answer each question)
            -----------

(a)  For  an  individual  Investor,  please  describe  your  current employment,
including  the  company  by  which  you are employed and its principal business:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
___________________________________________________

(b)  For an individual Investor, please describe any college or graduate degrees
held  by  you:
________________________________________________________________________________
________________________________________________________________________________
__________________________________________________________

(c)  For  all  Investors,  please  state whether you have participated in other
private  placements  before:


                        YES_______               NO_______

(d) If your answer to question (d) above was "YES", please indicate frequency of
such  prior  participation  in  private  placements  of:
                                -------------------


                                       33
<PAGE>
                 Public             Private                Public or Private
                Companies           Companies           Biotechnology Companies
                ---------           ----------          -----------------------

Frequently      __________          _____________       ____________
Occasionally    __________          _____________       ____________
Never           __________          _____________       ____________

(e)  For  individual  Investors,  do  you expect your current level of income to
significantly  decrease  in  the  foreseeable  future:

                        YES_______               NO_______


(f)  For trust, corporate, partnership and other institutional Investors, do you
expect  your  total  assets to significantly decrease in the foreseeable future:

                        YES_______               NO_______

(g)  For  all  Investors,  do  you  have  any  other  investments  or contingent
liabilities  which you reasonably anticipate could cause you to need sudden cash
requirements  in  excess  of  cash  readily  available  to  you:

                        YES_______               NO_______

(h)  For  all  Investors,  are  you  familiar  with  the  risk  aspects  and the
non-liquidity  of  investments  such  as  the  securities  for which you seek to
subscribe?

                        YES_______               NO_______

(i)  For  all  Investors,  do  you  understand  that  there  is  no guarantee of
financial  return  on  this  investment and that you run the risk of losing your
entire  investment?

                        YES_______               NO_______


     3.     MANNER IN WHICH TITLE IS TO BE HELD.  (circle one)
            -----------------------------------

                    (a)  Individual Ownership
                    (b)  Community Property
                    (c)  Joint Tenant with Right of
                         Survivorship (both parties
                         must sign)
                    (d)  Partnership*
                    (e)  Tenants in Common
                    (f)  Company*
                    (g)  Trust*
                    (h)  Other


                                       34
<PAGE>
     *If  Securities  are  being  subscribed  for  by  an  entity,  the attached
Certificate  of  Signatory  must  also  be  completed.

          4.     NASD  AFFILIATION.
                 -----------------

Are  you  affiliated  or associated with an NASD member firm (please check one):

Yes  _________          No  __________

If Yes, please describe:
_________________________________________________________
_________________________________________________________
_________________________________________________________

If  Investor  is  a Registered Representative with an NASD member firm, have the
following  acknowledgment  signed  by  the  appropriate  party:

The  undersigned NASD member firm acknowledges receipt of the notice required by
Article 3, Sections 28(a) and (b) of the Rules of Fair Practice.

___________________________________
Name  of  NASD  Member  Firm

By:  ______________________________
     Authorized  Officer

Date:  ____________________________




     5.     The  undersigned  is  informed of the significance to the Company of
the foregoing representations and answers contained in the Confidential Investor
Questionnaire  and such answers have been provided under the assumption that the
Company  will  rely  on  them.

                           Sign Name:  _______________________________

Print Name (and title if applicable):  _______________________________

                             Date:     _______________________________


                                       35
<PAGE>
                                   EXHIBIT C1


                            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"),  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 $0.25 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.

          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


                                       36
<PAGE>
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 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


                                       37
<PAGE>
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 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:


                                       38
<PAGE>
                    (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

(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


                                       39
<PAGE>
                    (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.

               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


                                       40
<PAGE>
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
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.


                                       41
<PAGE>
          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: ________________________________________
                                     Paul H. Metzinger President and CEO





                                       42
<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:



                                       43
<PAGE>
                                   EXHIBIT C2


                            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"),  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.

          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


                                       44
<PAGE>
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 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


                                       45
<PAGE>
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 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:


                                       46
<PAGE>
                    (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.

               (d)     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.

               (e)     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.

               (f)  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

(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


                                       47
<PAGE>
                    (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.

               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


                                       48
<PAGE>
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
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.


                                       49
<PAGE>
          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: _________________________________________
                                     Paul H. Metzinger President and CEO





                                       50
<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:



                                       51
<PAGE>
                             SCHEDULE OF EXCEPTIONS


Schedule 3.3          None

Schedule 3.7          None

Schedule 3.8          None





<PAGE>