FORM OF


                                                                    EXHIBIT 4.10

NEITHER  THESE  SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE
BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES  COMMISSION  OF  ANY  STATE,  OR UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "SECURITIES  ACT").  THE SECURITIES ARE RESTRICTED AND MAY NOT BE
OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES
ACT  PURSUANT  TO  AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM SUCH
REGISTRATION  REQUIREMENTS.

                           INTEGRAL TECHNOLOGIES, INC.

                          COMMON STOCK PURCHASE WARRANT

          1.     Issuance.  In consideration of good and valuable consideration,
                 --------
the  receipt  of  which is hereby acknowledged by Integral Technologies, Inc., a
Nevada  corporation  (the  "Company"),  _______________________________,  or
registered assigns (the "Holder") is hereby granted the right to purchase at any
time commencing on the date hereof and until 5:00 P.M., E.S.T., on June 30, 2005
(the  "Expiration  Date"),  ________________________  (_________) fully paid and
nonassessable  shares  of  the Company's Common Stock, $.001 par value per share
(the  "Common  Stock")  at  an  initial exercise price per share of US$1.00 (the
"Exercise  Price"),  subject  to  further  adjustment  as set forth in Section 6
hereof.

          2.     Exercise  of Warrants.  This Warrant is exercisable in whole or
                 ---------------------
in  part  at  the  Exercise  Price  per share of Common Stock payable hereunder,
payable  in cash, by certified or official bank check, or by wire transfer. Upon
surrender  of  this Warrant Certificate with the annexed Notice of Exercise Form
duly  executed,  together  with  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.

          3.     Reservation  of  Shares.  The Company hereby agrees that at all
                 -----------------------
times  during the term of this Warrant there shall be reserved for issuance upon
exercise  of  this Warrant such number of shares of its Common Stock as shall be
required for issuance upon exercise of this Warrant (the "Warrant Shares").  The
Company  shall use its best efforts and all due diligence to increase the number
of  shares  of  Common  Stock  so  reserved  to  cure  any deficiencies, and, if
necessary,  to  obtain  approval  of  its  stockholders  therefor,  including
authorization  of  such  additional  number  of shares of Common Stock as may be
required  in  excess  of  the  number  so  reserved.

          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 (which shall not include the posting of
any  bond  by  the  Holder),  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,  and  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.


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          6.     Protection  Against  Dilution;  Failure  to  Register  Warrant
                 --------------------------------------------------------------
Shares.

               6.1     Adjustment  Mechanism.  If  an adjustment of the Exercise
                       ---------------------
Price  is  required  pursuant to this Section 6, the Holder shall be entitled to
purchase  such number of additional shares of Common Stock as will cause (i) the
total  number  of  shares  of  Common  Stock  the Holder is entitled to purchase
pursuant  to  this  Warrant,  multiplied by (ii) the adjusted purchase price per
share,  to equal (iii) the dollar amount of the total number of shares of Common
Stock  the  Holder  is  entitled to purchase before adjustment multiplied by the
total  purchase  price  before  adjustment.

               6.2     Capital  Adjustments.  In  case  of  any  stock  split or
                       --------------------
reverse  stock  split,  stock  dividend,  reclassification  of the Common Stock,
recapitalization,  merger or consolidation, or like capital adjustment affecting
the  Common  Stock  of  the  Company,  the provisions of this Section 6 shall be
applied  as  if  such capital adjustment event had occurred immediately prior to
the  date  of  this  Warrant  and  the  original  purchase price had been fairly
allocated  to  the  stock  resulting  from such capital adjustment; and in other
respects  the  provisions  of this Section shall be applied in a fair, equitable
and  reasonable manner so as to give effect, as nearly as my be, to the purposes
hereof.  A  rights  offering to stockholders shall be deemed a stock dividend to
the extent of the bargain purchase element of the rights.

               6.3     Merger,  Sale  of Assets, Etc.  If at any time while this
                       -----------------------------
Warrant,  or any portion hereof, is outstanding and unexpired there shall be (i)
a  reorganization  (other  than  a  combination,  reclassification,  exchange or
subdivision  of  shares  otherwise  provided  for  herein),  (ii)  a  merger  or
consolidation  of  the  Company with or into another corporation or other entity
including a merger or consolidation in which the Company is the surviving entity
but  the  shares of the Company's capital stock outstanding immediately prior to
the merger are converted by virtue of the merger into other property, whether in
the  form  of securities, cash, or otherwise, or (iii) a sale or transfer of the
Company's  properties  and  assets  as,  or substantially as, an entirety to any
other person, then as a part of such reorganization, merger, consolidation, sale
or  transfer  lawful  provision shall be made so that the holder of this Warrant
shall  thereafter  be  entitled to receive upon exercise of this Warrant, during
the  period  specified  herein and payment of the Exercise Price then in effect,
the  number  of  shares  of stock or other securities or property resulting from
such  reorganization,  merger,  consolidation, sale or transfer that a holder of
the shares deliverable upon exercise of this Warrant would have been entitled to
receive  in such reorganization, consolidation, merger, sale or transfer if this
Warrant  had  been  exercised  immediately  before  such reorganization, merger,
consolidation,  sale  or transfer, all subject to further adjustment as provided
in  this  Section 6.  The foregoing provisions of this Section 6 shall similarly
apply to successive reorganization, consolidations, mergers, sales and transfers
and to the stock or securities of any other corporation or other entity that are
at  the time receivable upon the exercise of this Warrant.  If the consideration
deliverable  to the Holder hereof in connection with any such transactions is in
a  form  other  than  cash  or  marketable  securities,  then  the value of such
consideration  shall  be  determined  in  good  faith  by the Company's Board of
Directors.  In  all  events, appropriate adjustment (as determined in good faith
by  the  Company's  Board  of Directors) shall be made in the application of the
provisions  of  this  Warrant  with  respect  to the rights and interests of the
Holder  after  the  transaction,  to the end that the provisions of this Warrant
shall  be applicable after that event, as near as reasonably may be, in relation
to  any  shares  or other property deliverable after that event upon exercise of
this  Warrant.

          7.     Redemption  by  Company.  In the event that the average closing
                 -----------------------
bid  price  of  a  share  of  the  Company's  Common Stock exceeds $3.00 for ten
consecutive  trading  days, the Company has the right to redeem this Warrant for
$.01  per  share of Common Stock purchasable hereunder, upon thirty days written
notice.  The  Holder  shall have the right to exercise the Warrant in accordance
with its terms prior to the expiration of the thirty day period.


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                                     FORM OF


          8.     Transfer  to  Comply with the Securities Act.  This Warrant has
                 --------------------------------------------
not  been  registered under the Securities Act and has been issued to the holder
for  investment  purposes  and not with a view to the distribution of either the
Warrant  or  the  Warrant  Shares.  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 reasonably satisfactory to the Company that registration is not required
under  the Securities 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.

          9.     Notices.  Any  notice  required or permitted hereunder shall be
                 -------
given  in  writing  and  shall be deemed effectively given upon, (a) by personal
delivery  or  fax,  or  (ii)  one  business  day after deposit with a nationally
recognized  overnight delivery service such as Federal Express, with postage and
fees  prepaid,  addressed to each of the other parties thereunto entitled at the
following  addresses,  or  at  such  other addresses as a party may designate by
written  notice  to  each  of  the  other  parties  hereto.

COMPANY:  INTEGRAL TECHNOLOGIES, INC.
          1070 West Pender Street, Suite #3
          Vancouver, B.C., Canada V6E 2N7
          Attention: William S. Robinson, CEO
          Telephone: (604) 685-9933
          Facsimile: (604) 685-6794

HOLDER:   ___________________________
          ___________________________
          ___________________________
          ___________________________
          ___________________________

          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  and  the  Stock  Purchase  Agreement (including
exhibits  thereto)  between  the  Company  and  the  Holder  contain  the  full
understanding  of  the  parties hereto with respect to the subject matter hereof
and  thereof  and  there  are  no  representations,  warranties,  agreements  or
understanding  of  the  parties hereto with respect to the subject matter hereof
and  thereof  other  than  expressly  contained  herein  and  therein.

          11.     Governing  Law.  This Warrant shall be deemed to be a contract
                  --------------
under  the  laws of the State of Colorado and for all purposes shall be governed
by  and  construed  in  accordance  with  the  laws  of such State applicable to
contracts  to  be  made  and  performed  entirely  within  such  State.

          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.
Capitalized  terms  used  herein  which are not otherwise defined shall have the
meanings ascribed to such terms as in the Securities Purchase Agreement.


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                                     FORM OF


               IN  WITNESS WHEREOF, the Company has caused this instrument to be
duly  executed  by  an  officer  thereunto  duly  authorized.


Dated:  ____________________
                                   INTEGRAL  TECHNOLOGIES,  INC.


                                   By:________________________________
                                   Name:______________________________
                                   Title:_____________________________


Attest:

_______________________




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                                     FORM OF


                               NOTICE OF EXERCISE


                                            Dated: __________________, _____



Integral Technologies, Inc.

Dear Sir or Madam:

          The  undersigned,  (the  "Investor"),  does hereby give notice that it
wishes  to  purchase __________ shares of Common Stock of Integral Technologies,
Inc. (the "Company"), pursuant to the terms of the attached Warrant, and tenders
herewith  payment  of  the  purchase price in full, together with all applicable
transfer taxes, if any.  Please issue a certificate or certificates representing
said  shares  of Common Stock in the name of the undersigned as specified below.

             Name:        _________________________________

             Address:     _________________________________

                          _________________________________


                                    INVESTOR:

                                    NOT FOR EXECUTION

                                    By:________________________



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