SECURITIES PURCHASE AGREEMENT              EXHIBIT 4.9

                                     BETWEEN

                           INTEGRAL TECHNOLOGIES, INC.

                                       AND

                        THE INVESTOR(S) SIGNATORY HERETO

     SECURITIES  PURCHASE  AGREEMENT  (the  "Agreement"),  between  the  person
subscribing for Investment Securities by its signatures hereto (the "Investor"),
and  Integral Technologies, Inc., a corporation organized and existing under the
laws  of  the  State  of  Nevada  (the  "Company"),  effective as of the date of
acceptance  by  the  Company  as  set  forth  on  the  signature  page  hereof.

     WHEREAS,  the  parties  desire  that,  upon  the  terms  and subject to the
conditions  contained  herein, the Company shall issue and sell to the Investor,
and  the  Investor  shall  purchase the Investment Securities, as defined below.

     WHEREAS,  such  investments will be made in reliance upon the provisions of
Section  4(2)  ("Section  4(2)")  or 4(6) of the United States Securities Act of
1933,  as  amended,  and  Regulation  D ("Regulation D") and the other rules and
regulations  promulgated  thereunder  (the  "Securities  Act"), and/or upon such
other  exemption from the registration requirements of the Securities Act as may
be  available  with  respect  to  any or all of the investments in the Company's
securities  to  be  made  hereunder.

     NOW, THEREFORE, the parties hereto agree as follows:


                                    ARTICLE I

                               CERTAIN DEFINITIONS


Section  1.1.     "Affiliate"  means,  with respect to any specified Person, any
                   ---------
other  Person  that  directly, or indirectly through one or more intermediaries,
controls,  is  controlled  by,  or  is under common control with, such specified
Person,  and  includes any immediate family member of such Person, and any trust
established  by  or for the benefit of any one or more such persons exclusively.

Section  1.2.     "Closing"  shall  mean the closing of the purchase and sale of
                   -------
the  Investment  Securities  pursuant  to  Section  2.1.

Section  1.3.     "Closing  Date" shall mean the date on which all conditions to
                   -------------
the  Closing  have  been  satisfied  (as  defined in Section 2.1 hereto) and the
Closing  shall  have  occurred.

Section  1.4.     "Common Stock" shall mean the Company's $.001 par value common
                   ------------
stock.

Section 1.5.      "Damages" shall mean any loss, claim, damage, liability, costs
                   -------
and  expenses  (including,  without  limitation,  reasonable attorney's fees and
disbursements  and  reasonable  costs  and  expenses  of  expert  witnesses  and
investigation).


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Section 1.6.      "Exchange Act" shall mean the Securities Exchange Act of 1934,
                   ------------
as amended, and the rules and regulations promulgated thereunder.

Section  1.7.      "Legend"  shall  mean  the  legend  set forth in Section 9.1.
                    ------

Section  1.8.     "Material  Adverse  Effect"  shall  mean  any  effect  on  the
                   -------------------------
business,  operations,  properties,  prospects,  or  financial  condition of the
Company  that  is  material  and adverse to the Company and its subsidiaries and
affiliates,  taken  as a whole, and/or any condition, circumstance, or situation
that  would  prohibit  or otherwise interfere with the ability of the Company to
enter  into  and  perform  any  of  its  obligations under this Agreement in any
material  respect.

Section  1.9.     "Outstanding"  when  used  with  reference to shares of Common
                   -----------
Stock,  shall  mean,  at any date as of which the number of such shares is to be
determined, all issued and outstanding shares, and shall include all such shares
issuable  in  respect  of  outstanding  scrip  or  any certificates representing
fractional interests in such shares; provided, however, that "Outstanding" shall
                                     --------  -------
not mean any such shares then directly or indirectly owned or held by or for the
account  of  the  Company.

Section  1.10.     "Person"  shall  mean  any  individual,  firm,  corporation,
                    ------
partnership, limited partnership, company, association, trust or other entity or
organization,  as  well  as  any syndicate or group that would be deemed to be a
Person  under  Section  13(d)(3)  of  the  Exchange  Act.

Section  1.11.     "Investment  Securities" shall mean the Investment Shares and
                    ----------------------
the  Investment  Warrants.

Section  1.12.     "Investment  Shares"  shall  mean the 1,000,000 shares of the
                    ------------------
Company's  Common  Stock  being offered and sold by the Company and purchased by
the Investor under and pursuant to this Agreement.

Section  1.13.     "Investment  Warrant"  shall  mean  a  common  stock purchase
                    -------------------
warrant  to purchase up to 500,000 shares of Common Stock on or before two years
after  the Closing Date at an exercise price of US$1.00 per share, to be offered
and  sold  by  the Company and purchased by the Investor simultaneously with the
purchase  of  the  Investment  Shares  under and pursuant to this Agreement. The
Investment Warrant shall be in the form of Exhibit A attached hereto.

Section  1.14.     "Principal  Market"  shall  mean  the OTC Bulletin Board, the
                    -----------------
American  Stock  Exchange,  the  New  York  Stock  Exchange, the NASDAQ National
Market,  or  the NASDAQ Small-Cap Market, whichever is at the time the principal
trading  exchange  or  market  for  the  Common  Stock.

Section 1.15.      "Purchase Price" shall mean, (i) as to the Investment Shares,
                    --------------
Seventy  Five cents (US$.75) per Investment Share, and (ii) as to the Investment
Warrant, $.001 per share of Common Stock underlying the Investment Warrant.

Section 1.16.      "Registrable Securities" shall mean the Investment Shares and
                    ----------------------
the  Warrant  Shares  until  (i)  the  Registration  Statement has been declared
effective  by  the  SEC,  and all Investment Shares and Warrant Shares have been
disposed  of  pursuant to the Registration Statement, (ii) all Investment Shares
and  Warrant  Shares  have  been sold under circumstances under which all of the
applicable conditions of Rule 144 (or any similar provision then in force) under
the Securities Act ("Rule 144") are met, (iii) all


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Investment  Shares and Warrant Shares have been otherwise transferred to holders
who  may trade such shares without restriction under the Securities Act, and the
Company  has delivered a new certificate or other evidence of ownership for such
securities not bearing a restrictive legend or (iv) such time as, in the opinion
of  counsel to the Company, all Investment Shares and Warrant Shares may be sold
without  any  time, volume or manner limitations pursuant to Rule 144(k) (or any
similar  provision  then  in  effect)  under  the  Securities  Act.

Section  1.17.     "Registration  Statement" shall mean a registration statement
                    -----------------------
on  Form  SB-2 (if use of such form is then available to the Company pursuant to
the  rules of the SEC and, if not, on such other form promulgated by the SEC for
which  the  Company  then qualifies and which counsel for the Company shall deem
appropriate, and which form shall be available for the resale of the Registrable
Securities to be registered thereunder in accordance with the provisions of this
Agreement  and  in  accordance  with the intended method of distribution of such
securities),  for  the  registration  of  the  resale  by  the  Investor  of the
Registrable  Securities  under  the  Securities  Act.

Section  1.18.     "Regulation  D"  shall  have  the  meaning  set  forth in the
                    -------------
recitals  of  this  Agreement.

Section  1.19.     "SEC"  shall  mean  the  Securities  and Exchange Commission.
                    ---

Section  1.20.     "Section  4(2)"  shall  have  the  meaning  set  forth in the
                    -------------
recitals of this Agreement.

Section  1.21.     "Securities  Act"  shall  have  the  meaning set forth in the
                    ---------------
recitals of this Agreement.

Section  1.22.     "SEC  Documents" shall mean the Company's Form 10-KSB for the
                    --------------
fiscal  year  ended  June  30,  2002,  and each report or registration statement
subsequently  filed  by the Company with the SEC pursuant to the Exchange Act or
the Securities Act through the date hereof.

Section  1.23.      "Warrant  Shares"  shall  mean  all  shares  of Common Stock
                     ---------------
issuable pursuant to exercise of the Investment Warrant.


                                   ARTICLE II

                   PURCHASE AND SALE OF INVESTMENT SECURITIES


Section  2.1.     Investment.
                  ----------

     Upon  the terms and subject to the conditions set forth herein, the Company
agrees  to  sell, and the Investor agrees to purchase, the Investment Securities
on  the  Closing  Date  as  follows:

     (a)     Upon  execution  and delivery of this Agreement and in anticipation
of Closing, the Investor shall deliver the Purchase Price, and the Company shall
deliver  the  Investment  Securities,  as  follows:

          (i)  Investment Shares. Upon execution and delivery of this Agreement,
               the  Investor  shall deliver to the Company immediately available
               funds  in  the  amount  of  the  aggregate Purchase Price for the
               Investment  Shares  of  $____________  and  the


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               Company  shall deliver the Investment Shares to the Investor upon
               receipt  of  the  funds  by  the  Company.

          (ii) Investment  Warrant.  Simultaneously  with  the  purchase  and
               sale  of the Investment Shares, the Investor shall deliver to the
               Company  immediately  available  funds  in  the  amount  of  the
               aggregate Purchase Price for the Investment Warrant of $________,
               and  the  Company  shall  deliver  the  Investment Warrant to the
               Investor  upon  receipt  of  the  funds  by  the  Company.

     (b)     The  Closing  Date, for purposes of this Agreement, shall be on the
date  that  all  delivery  requirements  set  forth in Section 2.1.(a) have been
completed; provided, however, that the Closing Date shall not be later than June
30, 2003, unless otherwise agreed by the parties.  The obligation of the parties
to  consummate the purchase and sale of the Investment Securities on the Closing
Date  is  subject  to  the  satisfaction  of  the  following  conditions:

          (i)  all  representations  and  warranties  of  the Investor contained
               herein shall remain true and correct as of the Closing Date (as a
               condition  to  the  Company's  obligations);

          (ii) all  representations  and  warranties  of  the  Company contained
               herein shall remain true and correct as of the Closing Date (as a
               condition  to  the  Investor's  obligations);

         (iii) the  Company  shall  have obtained all permits and qualifications
               required  by  any  state for the offer and sale of the Investment
               Securities,  or  shall  have  the  availability  of  exemptions
               therefrom;  and

          (iv) the  sale  and  issuance  of  the Investment Securities hereunder
               shall  be  legally permitted by all laws and regulations to which
               the  Investor  and  the Company are subject and there shall be no
               ruling,  judgment  or  writ  of  any  court  prohibiting  the
               transactions  contemplated  by  this  Agreement.

Section  2.2.     Registration  Rights.  (a)  The  Company  agrees  that it will
                  --------------------
prepare  and  file with the Commission, within sixty (60) days after the Closing
Date,  a  Registration  Statement, at the sole expense of the Company (except as
provided  below),  in  respect  of all Registrable Securities, so as to permit a
public  offering  and  resale  of  the  Registrable  Securities  under  the Act.

     (b)  The  Company  shall  use  its  best  efforts to cause the Registration
Statement  to  become  effective  within  one-hundred-twenty (120) days from the
Closing  Date,  or, if earlier, within five (5) days of SEC clearance to request
acceleration  of  effectiveness.  The  Company  will  notify  Investor  of  the
effectiveness  of  the  Registration  Statement  within one business day of such
event.

     (c)  The Company will maintain the Registration Statement or post-effective
amendment  until  the  earlier  of  (i)  the  date  that  all of the Registrable
Securities  have been sold pursuant to the Registration Statement, (ii) the date
the  Investor receives an opinion of counsel to the Company that the Registrable
Securities may be sold under the provisions of Rule 144 without limitation as to
volume,  (iii)  all  Registrable  Securities  have been otherwise transferred to
Persons  who may trade such shares without restriction under the Securities Act,
and  the  Company has delivered a new certificate or other evidence of ownership
for  such  securities  not bearing a restrictive legend, or (iv) all Registrable
Securities  may  be


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sold  without  any time, volume or manner limitations pursuant to Rule 144(k) or
any  similar provision then in effect under the Securities Act in the opinion of
counsel  to  the  Company.

     (d)     All  fees,  disbursements  and  out-of-pocket  expenses  and  costs
incurred  by  the  Company  in connection with the preparation and filing of the
Registration  Statement and in complying with applicable securities and Blue Sky
laws  (including,  without limitation, all attorneys' fees of the Company) shall
be  borne  by  the  Company.  The  Investor  shall bear the cost of underwriting
and/or  brokerage  discounts,  fees  and  commissions, if any, applicable to the
Registrable  Securities  being  registered  and  the  fees  and  expenses of its
counsel.

     (e)     No  provision  contained  herein  shall  preclude  the Company from
selling  securities  pursuant  to  any  Registration  Statement  in  which it is
required  to  include  Registrable  Securities  pursuant  to  this  Agreement.


                                   ARTICLE III

                   REPRESENTATIONS AND WARRANTIES OF INVESTOR


The Investor represents and warrants to the Company that:

Section  3.1.     Intent.  The  Investor is entering into this Agreement for its
                  ------
own  account and the Investor has no present arrangement (whether or not legally
binding)  at any time to sell the Investment Securities to or through any person
or  entity;  provided,  however,  that by making the representations herein, the
Investor  does  not  agree  to  hold  such  securities  for any minimum or other
specific  term and reserves the right to dispose of the Investment Securities at
any  time  in  accordance  with  Article  IX  of  this  Agreement.

Section  3.2.     Sophisticated  and  Accredited  Investor.  The  Investor  is a
                  ----------------------------------------
sophisticated  investor (as described in Rule 506(b)(2)(ii) of Regulation D) and
an  accredited  investor  (as defined in Rule 501 of Regulation D), and Investor
has  such  experience  in  business  and financial matters that it is capable of
evaluating  the  merits and risks of an investment in the Investment Securities.
The  Investor  acknowledges  that  an investment in the Investment Securities is
speculative  and  involves  a  high  degree  of  risk.

Section  3.3.     Authority. This Agreement and each agreement which is required
                  ---------
to  be  executed  by  Investor has been duly authorized and validly executed and
delivered  by  the Investor and is a valid and binding agreement of the Investor
enforceable  against  it  in  accordance  with  its terms, subject to applicable
bankruptcy,  insolvency, or similar laws relating to, or affecting generally the
enforcement  of, creditors' rights and remedies or by other equitable principles
of  general  application.

Section  3.4.     Absence  of  Conflicts.  The  execution  and  delivery of this
                  ----------------------
Agreement  and  any  other  agreements  executed in connection herewith, and the
consummation  of  the transactions contemplated thereby, and compliance with the
requirements  thereof,  will not violate any law, rule, regulation, order, writ,
judgment,  injunction,  decree  or  award binding on Investor or (a) violate any
provision of any indenture, instrument or agreement to which Investor is a party
or  is subject, or by which Investor or any of its assets is bound; (b) conflict
with  or constitute a material default thereunder; (c) result in the creation or
imposition  of  any lien pursuant to the terms of any such indenture, instrument
or  agreement,  or constitute a breach of any fiduciary duty owed by Investor to
any  third  party; or (d) require the approval of any third-party (which has not
been  obtained)  pursuant  to  any  material  contract,  agreement,  instrument,


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relationship or legal obligation to which Investor is subject or to which any of
its  assets,  operations  or  management  may  be  subject.

Section  3.5.     Disclosure;  Access to Information.  The Investor has received
                  ----------------------------------
all  documents,  records,  books  and  other  publicly  available  information
pertaining  to  Investor's investment in the Company that have been requested by
the  Investor.  The Company is subject to the periodic reporting requirements of
the Exchange Act, and the Investor has received copies of all SEC Documents that
have  been  requested  by  it.


                                   ARTICLE IV

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY


The  Company  represents and warrants to the Investor that, except as may be set
forth  in  any Schedule of Exceptions attached hereto or as set forth in the SEC
Documents:

Section 4.1.     Organization of the Company.  The Company is a corporation duly
                 ---------------------------
incorporated and existing in good standing under the laws of the State of Nevada
and  has all requisite corporate authority to own its properties and to carry on
its business as now being conducted.  The Company does not have any subsidiaries
and  does not own more that fifty percent (50%) of or control any other business
entity  except as set forth in the SEC Documents.  The Company is duly qualified
and  is  in  good  standing  as  a  foreign  corporation to do business in every
jurisdiction  in which the nature of the business conducted or property owned by
it  makes such qualification necessary, other than those in which the failure so
to  qualify  would  not  have  a  Material  Adverse  Effect.

Section  4.2.     Authority.  (i)  The Company has the requisite corporate power
                  ---------
and  corporate  authority  to  enter into and perform its obligations under this
Agreement  and  to issue the Investment Securities, (ii) the execution, issuance
and  delivery of this Agreement and the Investment Securities by the Company and
the  consummation  by  it of the transactions contemplated hereby have been duly
authorized  by  all  necessary  corporate  action  and  no  further  consent  or
authorization  of  the  Company  or  its  Board  of Directors or stockholders is
required,  and (iii) this Agreement and the Investment Securities have been duly
executed  and delivered by the Company and at the Closing shall constitute valid
and  binding  obligations  of  the  Company  enforceable  against the Company in
accordance  with  their  terms,  except as such enforceability may be limited by
applicable  bankruptcy,  insolvency,  or  similar laws relating to, or affecting
generally  the  enforcement  of,  creditors'  rights  and  remedies  or by other
equitable  principles  of  general  application.

Section  4.3.     Capitalization.  The  authorized  capital stock of the Company
                  --------------
consists of 50,000,000 shares of Common Stock, of which approximately 32,708,855
shares are issued and outstanding as of March 31, 2003; and 20,000,000 shares of
preferred  stock,  par  value  $0.001  per  share,  1,000,000 of which have been
designated  as Series A Convertible Preferred Stock, of which 439,610 shares are
issued  and  outstanding as of March 31, 2003.  All of the outstanding shares of
Common  Stock  and Series A Convertible Preferred Stock of the Company have been
duly  and  validly  authorized and issued and are fully paid and non-assessable.

Section  4.4.     SEC Documents.  The Company has delivered or made available to
                  -------------
the Investor true and complete copies of the SEC Documents.  The Company has not
provided to the Investor any information that, according to applicable law, rule
or  regulation,  should have been disclosed publicly prior to the date hereof by
the  Company, but which has not been so disclosed. As of their respective dates,
the SEC Documents complied in all material respects with the requirements of the
Exchange  Act,  and  rules and


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regulations  of  the  SEC  promulgated  thereunder and the SEC Documents did not
contain any untrue statement of a material fact or omit 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.  The  financial  statements  of  the  Company  included  in  the SEC
Documents  complied  in  all  material  respects  with  applicable  accounting
requirements  and  the  published  rules  and  regulations  of  the SEC or other
applicable  rules  and  regulations  with  respect  thereto  at the time of such
inclusion.  Such  financial  statements  have  been  prepared in accordance with
generally  accepted  accounting  principles applied on a consistent basis 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 exclude 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 operations and cash
flows  for  the  periods  then  ended (subject, in the case of unaudited interim
statements,  to  normal year-end audit adjustments). Neither the Company nor any
of its subsidiaries has any material indebtedness, obligations or liabilities of
any kind (whether accrued, absolute, contingent or otherwise, and whether due or
to  become  due)  that  would  have  been  required to be reflected in, reserved
against  or  otherwise  described  in  the  financial statements or in the notes
thereto  in  accordance  with  GAAP,  which was not fully reflected in, reserved
against  or otherwise described in the financial statements or the notes thereto
included  in  the  SEC  Documents  or was not incurred in the ordinary course of
business  consistent  with  the  Company's past practices since the last date of
such  financial  statements.

Section  4.5.     Exemption  from Registration; Valid Issuances.  Subject to the
                  ---------------------------------------------
accuracy  of  the  Investor's  representations  in  Article III, the sale of the
Investment  Securities  will  not  require registration under the Securities Act
and/or  any  applicable  state  securities  law.  When  issued  and paid for the
Investment  Securities  will  be  duly  and  validly  issued,  fully  paid,  and
non-assessable.  Neither the sales of the Investment Securities pursuant to, nor
the  Company's  performance  of  its  obligations under, this Agreement will (i)
result  in  the  creation  or  imposition  by the Company of any liens, charges,
claims or other encumbrances upon the Investment Securities or any of the assets
of  the  Company,  or  (ii)  entitle  the holders of Outstanding Common Stock to
preemptive  or other rights to subscribe to or acquire the Investment Securities
or  other securities of the Company. The Investment Securities shall not subject
the  Investor to personal liability to the Company or its creditors by reason of
the  possession  thereof.

Section  4.6.     Corporate  Documents.  The  Company  has  furnished  or  made
                  --------------------
available  to  the Investor true and correct copies of the Company's Certificate
of  Incorporation,  as  amended  and  in  effect  on  the  date  hereof  (the
"Certificate"),  and the Company's By-Laws, as amended and in effect on the date
hereof  (the  "By-Laws").

Section  4.7.     No Conflicts.  The execution, delivery and performance of this
                  ------------
Agreement by the Company and the consummation by the Company of the transactions
contemplated hereby, including without limitation the issuance of the Investment
Securities,  do  not  and  will  not  (i) result in a violation of the Company's
Certificate  of  Incorporation or By-Laws or (ii) conflict with, or constitute a
material  default  (or  an event that with notice or lapse of time or both would
become a default) under, or give to others any rights of termination, amendment,
acceleration  or  cancellation  of,  any  material  agreement,  indenture  or
instrument, or any "lock-up" or similar provision of any underwriting or similar
agreement to which the Company is a party, or (iii) result in a violation of any
federal,  state  or  local  law,  rule,  regulation,  order,  judgment or decree
(including  federal and state securities laws and regulations) applicable to the
Company  or  by  which any material property or asset of the Company is bound or
affected, nor is the Company otherwise in violation of, conflict with or default
under  any  of  the foregoing (except in each case for such conflicts, defaults,
terminations,  amendments,  accelerations, cancellations and violations as would
not  have,  individually  or  in  the aggregate, a Material Adverse Effect). The


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business  of  the  Company  is  not  being  conducted  in  violation of any law,
ordinance  or  regulation  of  any  governmental  entity,  except  for  possible
violations  that  either  singly  or  in the aggregate would not have a Material
Adverse  Effect.  The Company is not required under federal, state or local law,
rule or regulation to obtain any consent, authorization or order of, or make any
filing or registration with, any court or governmental agency in order for it to
execute, deliver or perform any of its obligations under this Agreement or issue
and  sell  the  Investment Securities in accordance with the terms hereof (other
than  any SEC, Principal Market or state securities filings that may be required
to  be  made by the Company subsequent to Closing and any registration statement
that  may  be  filed  pursuant  hereto);  provided  that,  for  purposes  of the
representation  made  in this sentence, the Company is assuming and relying upon
the  accuracy  of  the  relevant  representations and agreements of the Investor
herein.

Section 4.8.     No Material Adverse Change. Since the date of filing of the SEC
                 --------------------------
Documents,  no Material Adverse Effect has occurred or exists, and no facts have
arisen  that  would be reasonably expected to result in or constitute a Material
Adverse  Effect,  with  respect  to  the  Company.

Section  4.9.     No  Undisclosed  Events  or  Circumstances.  Since the date of
                  ------------------------------------------
filing  of  the  SEC  Documents, no event or circumstance has occurred or exists
with respect to the Company or its businesses, properties, prospects, operations
or financial condition, that, under applicable law, rule or regulation, requires
public  disclosure  or  announcement prior to the date hereof by the Company but
which  has  not  been  so  publicly announced or disclosed in the SEC Documents.

Section  4.10.     No  Misleading  or Untrue Communication.  The Company and, to
                   ---------------------------------------
the  knowledge of the Company, any person representing the Company, or any other
person  selling or offering to sell the Investment Securities in connection with
the  transaction contemplated by this Agreement, have not made, at any time, any
oral  communication  in  connection  with  the  offer  or sale of the same which
contained  any  untrue  statement  of  a  material  fact or omitted to state any
material  fact  necessary  in  order to make the statements, in the light of the
circumstances  under  which  they  were  made,  not  misleading.

Section  4.11.     Material  Non-Public  Information.  The  Company  has  not
                   ---------------------------------
disclosed  to  the  Investor  any  material  non-public  information that (i) if
disclosed,  would, or could reasonably be expected to have, a material effect on
the  price  of  the  Common  Stock  or (ii) according to applicable law, rule or
regulation, should have been disclosed publicly by the Company prior to the date
hereof  but  which  has  not  been  so  disclosed.

Section  4.12.     No  Misrepresentation.  No  representation or warranty of the
                   ---------------------
Company  contained  in  this Agreement, any schedule, annex or exhibit hereto or
any  agreement,  instrument  or  certificate  furnished  by  the  Company to the
Investor pursuant to this Agreement, contains any untrue statement of a material
fact  or  omits  to  state  a  material  fact  required  to be stated therein or
necessary  to  make  the  statements  therein,  not  misleading.

Section  4.13.     Additional  Investors.  The  Company  expressly  reserves the
                   ---------------------
right  to  offer  additional Investment Securities, in any amount, provided that
the Purchase Price and other material terms remain the same as set forth in this
Agreement, to additional investors at any time prior to the Closing Date.


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                                    ARTICLE V

                            COVENANTS OF THE INVESTOR


Section  5.1.     Compliance  with  Law.  The Investor's trading activities with
                  ---------------------
respect  to  shares of the Company's Common Stock will be in compliance with all
applicable  state  and  federal securities laws, rules and regulations and rules
and  regulations  of the Principal Market on which the Company's Common Stock is
listed.

Section  5.2.     No  Short  Positions.  The  Investor  agrees  that neither the
                  --------------------
Investor nor any of his, her or its affiliates has entered, has the intention of
entering,  or  will,  at  any  time  during  which the Investor holds any equity
securities  of  the  Company, enter into any put option, short position or other
similar  instrument or position with respect to the Common Stock of the Company.


                                   ARTICLE VI

                            COVENANTS OF THE COMPANY


Section 6.1.     Listing of Common Stock.  The Company hereby agrees to maintain
                 -----------------------
the listing of the Common Stock on a Principal Market, and as soon as reasonably
practicable  following the Closing (but in any event prior to the effective date
of  the  Registration  Statement)  to  list  the  Registrable  Securities on the
Principal  Market,  if  required by such market.  The Company further agrees, if
the  Company  applies  to  have  the  Common Stock traded on any other Principal
Market, it will include in such application the Registrable Securities, and will
take  such  other  action  as  is  necessary  or desirable in the opinion of the
Investor  to  cause the Common Stock to be listed on such other Principal Market
as  promptly  as  possible.  The  Company  will  take all action to continue the
listing  and  trading  of  its  Common  Stock  on a Principal Market (including,
without  limitation, maintaining sufficient net tangible assets) and will comply
in all respects with the Company's reporting, filing and other obligations under
the  bylaws  or  rules  of  the Principal Market and shall provide Investor with
copies of any correspondence to or from such Principal Market which questions or
threatens  delisting  of the Common Stock, within three (3) business days of the
Company's  receipt  thereof,  until  the  Investor  has  disposed  of all of its
Registrable  Securities.

Section  6.2.     Exchange Act Reporting.  The Company will use its best efforts
                  ----------------------
to  comply  in  all respects with its reporting and filing obligations under the
Exchange  Act, and will not take any action or file any document (whether or not
permitted  by  the Exchange Act or the rules thereunder) to terminate or suspend
such  registration  or  to  terminate  or  suspend  its  reporting  and  filing
obligations  under  said  Act  until  the  Investor  has  disposed of all of its
Registrable  Securities.

Section 6.3.     Corporate Existence.  The Company will take all steps necessary
                 -------------------
to preserve and continue the corporate existence of the Company.

Section  6.4.     Consolidation;  Merger.  The  Company  shall  not, at any time
                  ----------------------
after the date hereof, effect any merger or consolidation of the Company with or
into, or a transfer of all or substantially all of the assets of the Company to,
another  entity  (a  "Consolidation  Event")  unless  the resulting successor or
acquiring  entity  (if  not  the  Company)  assumes  by written instrument or by
operation  of law the obligation


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to  deliver  to  the  Investor  such  shares  of  stock and/or securities as the
Investor  is  entitled  to  receive  pursuant  to  this  Agreement.

Section  6.5.     Issuance of Investment Securities.  The sale of the Investment
                  ---------------------------------
Securities  shall  be made in accordance with the provisions and requirements of
Section  4(2)  and  Regulation  D  and any applicable state securities law.  The
Company  shall make all necessary SEC and "blue sky" filings required to be made
by  the  Company in connection with the sale of the Investment Securities to the
Investor  as required by all applicable Laws, and, upon request, shall provide a
copy  thereof  to  the  Investor  promptly  after  such  filing.


                                   ARTICLE VII

                            SURVIVAL; INDEMNIFICATION


Section  7.1.     Survival.  The  representations, warranties and covenants made
                  --------
by  each  of  the  Company  and  the  Investor  in  this Agreement, the annexes,
schedules  and exhibits hereto and in each instrument, agreement and certificate
entered into and delivered by them pursuant to this Agreement, shall survive the
Closing  and  the  consummation of the transactions contemplated hereby.  In the
event  of  a  breach  or violation of any of such representations, warranties or
covenants,  the party to whom such representations, warranties or covenants have
been  made  shall  have  all  rights  and  remedies for such breach or violation
available  to it under the provisions of this Agreement or otherwise, whether at
law or in equity, irrespective of any investigation made by or on behalf of such
party  on  or  prior  to  the  Closing  Date.

Section 7.2.     Indemnity.  (a) The Company hereby agrees to indemnify and hold
                 ---------
harmless  the Investor, its Affiliates and their respective officers, directors,
partners  and  members  (collectively,  the  "Investor  Indemnitees"),  from and
against  any  and all losses, claims, Damages, judgments, penalties, liabilities
and  deficiencies (collectively, "Losses"), and agrees to reimburse the Investor
Indemnitees  for all reasonable out-of-pocket expenses (including the reasonable
fees  and  expenses  of legal counsel), in each case promptly as incurred by the
Investor  Indemnitees  and  to  the extent arising out of or in connection with:

          (i)     any  misrepresentation,  omission  of fact or breach of any of
     the  Company's  representations  or warranties contained in this Agreement,
     the  annexes,  schedules or exhibits hereto or any instrument, agreement or
     certificate  entered  into  or  delivered  by  the Company pursuant to this
     Agreement;  or

          (ii)     any failure by the Company to perform in any material respect
     any  of its covenants, agreements, undertakings or obligations set forth in
     this  Agreement,  the  annexes,  schedules  or  exhibits  hereto  or  any
     instrument,  agreement  or  certificate  entered  into  or delivered by the
     Company  pursuant  to  this  Agreement.

     (b)     The  Investor  hereby  agrees  to  indemnify  and hold harmless the
Company,  its  Affiliates and their respective officers, directors, partners and
members  (collectively, the "Company Indemnitees"), from and against any and all
Losses,  and  agrees  to  reimburse  the  Company Indemnitees for reasonable all
out-of-pocket  expenses  (including  the  reasonable  fees and expenses of legal
counsel),  in  each  case promptly as incurred by the Company Indemnitees and to
the  extent  arising  out  of  or  in  connection  with:

          (i)     any  misrepresentation,  omission of fact, or breach of any of
     the  Investor's  representations or warranties contained in this Agreement,
     the  annexes,  schedules or exhibits


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     hereto  or  any  instrument,  agreement  or  certificate  entered  into  or
     delivered  by  the  Investor  pursuant  to  this  Agreement;  or

          (ii)     any  failure  by  the  Investor  to  perform  in any material
     respect  any  of its covenants, agreements, undertakings or obligations set
     forth in this Agreement or any instrument, certificate or agreement entered
     into or delivered by the Investor pursuant to this Agreement.

Section  7.3.     Notice.  Promptly after receipt by either party hereto seeking
                  ------
indemnification  pursuant  to  Section  7.2  (an "Indemnified Party") of written
notice  of  any  investigation,  claim, proceeding or other action in respect of
which  indemnification  is being sought (each, a "Claim"), the Indemnified Party
promptly shall notify the party against whom indemnification pursuant to Section
7.2  is being sought (the "Indemnifying Party") of the commencement thereof; but
the  omission  to so notify the Indemnifying Party shall not relieve it from any
liability  that  it  otherwise  may have to the Indemnified Party, except to the
extent  that  the  Indemnifying  Party  is  materially  prejudiced  and forfeits
substantive  rights  and defenses by reason of such failure.  In connection with
any  Claim as to which both the Indemnifying Party and the Indemnified Party are
parties, the Indemnifying Party shall be entitled to assume the defense thereof.
Notwithstanding  the  assumption of the defense of any Claim by the Indemnifying
Party,  the  Indemnified  Party  shall  have  the right to employ separate legal
counsel  and  to  participate in the defense of such Claim, and the Indemnifying
Party  shall  bear the reasonable fees, out-of-pocket costs and expenses of such
separate  legal  counsel  to  the  Indemnified  Party  if (and only if): (x) the
Indemnifying  Party  shall have agreed to pay such fees, out-of-pocket costs and
expenses,  (y) the Indemnified Party and the Indemnifying Party reasonably shall
have concluded that representation of the Indemnified Party and the Indemnifying
Party  by  the  same legal counsel would not be appropriate due to actual or, as
reasonably  determined  by  legal  counsel to the Indemnified Party, potentially
differing  interests  between such parties in the conduct of the defense of such
Claim, or if there may be legal defenses available to the Indemnified Party that
are  in addition to or disparate from those available to the Indemnifying Party,
or  (z)  the  Indemnifying  Party  shall  have  failed  to  employ legal counsel
reasonably  satisfactory  to the Indemnified Party within a reasonable period of
time  after  notice of the commencement of such Claim.  If the Indemnified Party
employs  separate  legal  counsel  in  circumstances  other than as described in
clauses  (x),  (y)  or  (z)  above,  the  fees, costs and expenses of such legal
counsel shall be borne exclusively by the Indemnified Party.  Except as provided
above,  the  Indemnifying  Party  shall not, in connection with any Claim in the
same  jurisdiction, be liable for the fees and expenses of more than one firm of
legal  counsel  for  the  Indemnified  Party  (together  with  appropriate local
counsel).  The  Indemnifying  Party shall not, without the prior written consent
of  the  Indemnified  Party  (which consent shall not unreasonably be withheld),
settle or compromise any Claim or consent to the entry of any judgment that does
not  include  an  unconditional  release  of  the  Indemnified  Party  from  all
liabilities  with  respect  to  such  Claim  or  judgment.

Section  7.4.     Direct Claims.  In the event one party hereunder should have a
                  -------------
claim for indemnification that does not involve a claim or demand being asserted
by  a  third  party, the Indemnified Party promptly shall deliver notice of such
claim  to  the Indemnifying Party.  If the Indemnified Party disputes the claim,
such  dispute shall be resolved by mutual agreement of the Indemnified Party and
the  Indemnifying  Party  or by binding arbitration conducted in accordance with
the procedures and rules of the American Arbitration Association as set forth in
Article  X.  Judgment  upon any award rendered by any arbitrators may be entered
in  any  court  having  competent  jurisdiction  thereof.


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                                  ARTICLE VIII

         DUE DILIGENCE REVIEW; NON-DISCLOSURE OF NON-PUBLIC INFORMATION.


Section  8.1.     Due  Diligence  Review.  Subject  to  Section 8.2, the Company
                  ----------------------
shall  make available for inspection and review by the Investor, advisors to and
representatives  of  the  Investor  (who  may  or may not be affiliated with the
Investor  and  who  are reasonably acceptable to the Company). All SEC Documents
and  other  filings  with  the  SEC,  and all other publicly available corporate
documents  and  properties of the Company as may be reasonably necessary for the
purpose  of  such  review,  and  cause  the  Company's  officers,  directors and
employees to supply all such publicly available information reasonably requested
by  the  Investor  or  any  such  representative  or  advisor.

Section 8.2.     Non-Disclosure of Non-Public Information. (a) The Company shall
                 ----------------------------------------
not  disclose  material  non-public  information to the Investor, advisors to or
representatives  of  the Investor unless prior to disclosure of such information
the  Company  identifies  such  information  as being non-public information and
provides the Investor, such advisors and representatives with the opportunity to
accept  or refuse to accept such non-public information for review.  The Company
may,  as a condition to disclosing any non-public information hereunder, require
the  Investor's  advisors  and  representatives  to enter into a confidentiality
agreement  in  form  reasonably  satisfactory  to  the Company and the Investor.

          (b)  Nothing  herein  shall  require  the Company to disclose material
non-public  information  to the Investor or its advisors or representatives, and
the  Company  represents  that  it  does  not  disseminate  material  non-public
information  to  any  investors  who  purchase  stock in the Company in a public
offering,  to  money  managers  or  to  securities  analysts.


                                   ARTICLE IX

                                     LEGENDS


Section  9.1.     Legends.  Unless  otherwise  provided  below, each certificate
                  -------
representing  Investment  Securities,  the  Investment  Warrant  and Registrable
Securities will bear the following legend or equivalent (the "Legend"):

THE  SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
U.S.  SECURITIES  ACT  OF  1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER
APPLICABLE  SECURITIES  LAWS  AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION
FROM  THE  REGISTRATION  REQUIREMENTS  OF  THE  SECURITIES  ACT  AND  SUCH OTHER
SECURITIES LAWS.  NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED
OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER  THE  SECURITIES  ACT OR PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM, OR
NOT  SUBJECT  TO,  SUCH  REGISTRATION.

Section  9.2.     No  Other  Legend  or  Stock Transfer Restrictions.  No legend
                  --------------------------------------------------
other  than  the one specified in Section 9.1 has been or shall be placed on the
Investment  Warrant  or  the  share  certificates  representing


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the  Investment  Securities  and  Registrable  Securities and no instructions or
"stop  transfer  orders,"  so  called,  "stock  transfer restrictions," or other
restrictions  have  been  or shall be given to the Company's transfer agent with
respect  thereto  other  than  as  expressly  set  forth in this Article IX. The
Company  will  not  engage  an  independent  transfer  agent with respect to the
Investment  Securities  or  the  Investment  Warrant.

Section 9.3.     Investor's Compliance.  Nothing in this Article shall affect in
                 ---------------------
any way the Investor's obligations to comply with all applicable securities laws
upon  resale  of  the  Investment  Securities,  the  Investment  Warrant and the
Registrable  Securities.


                                    ARTICLE X

                                  CHOICE OF LAW


Section  10.1.     Governing  Law/Arbitration.  This Agreement shall be governed
                   --------------------------
by and construed in accordance with the laws of the State of Colorado applicable
to  contracts made in Nevada by persons domiciled in Colorado and without regard
to its principles of conflicts of laws.  Any dispute under this Agreement or any
Exhibit  attached  hereto  shall  be submitted to arbitration under the American
Arbitration  Association  (the  "AAA") in Denver, Colorado, and shall be finally
and conclusively determined by the decision of a board of arbitration consisting
of  three  (3)  members  (hereinafter referred to as the "Board of Arbitration")
selected  as according to the rules governing the AAA.  The Board of Arbitration
shall meet on consecutive business days in Denver, Colorado, and shall reach and
render  a  decision in writing (concurred in by a majority of the members of the
Board of Arbitration) with respect to the amount, if any, which the losing party
is  required  to  pay  to  the  other  party  in  respect  of a claim filed.  In
connection  with  rendering  its decisions, the Board of Arbitration shall adopt
and  follow  the  laws  of  the  State  of  Colorado.  To  the extent practical,
decisions of the Board of Arbitration shall be rendered no more than thirty (30)
calendar  days  following commencement of proceedings with respect thereto.  The
Board  of  Arbitration  shall  cause its written decision to be delivered to all
parties  involved in the dispute.  Any decision made by the Board of Arbitration
(either  prior  to  or  after  the  expiration  of such thirty (30) calendar day
period)  shall  be  final, binding and conclusive on the parties to the dispute,
and  entitled  to be enforced to the fullest extent permitted by law and entered
in  any  court  of  competent  jurisdiction.  The  non-prevailing  party  to any
arbitration  (as  determined by the Board of Arbitration) shall pay the expenses
of the prevailing party including reasonable attorney's fees, in connection with
such  arbitration.


                                   ARTICLE XI

                                   ASSIGNMENT


Section  11.1.     Assignment.  Neither  this  Agreement  nor  any rights of the
                   ----------
Investor  or  the Company hereunder may be assigned by either party to any other
person.


                                   ARTICLE XII

                                     NOTICES


Section  12.1.     Notices. All notices, demands, requests, consents, approvals,
                   -------
and  other  communications  required  or permitted hereunder shall be in writing
and,  unless  otherwise  specified herein, shall be


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deemed  to  have  been  given  or  made upon receipt and shall be (i) personally
served,  (ii)  deposited  in  the  mail, registered or certified, return receipt
requested,  postage prepaid, or (iii) delivered by reputable air courier service
with  charges  prepaid. In all cases, at the same time any such communication is
made  or  given, a copy shall be delivered by facsimile, and the receiving party
shall  promptly  acknowledge receipt by return facsimile. The addresses for such
communications  shall  be:

If to the 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

with a copy to:                     Futro & Trauernicht LLC
(shall not constitute notice)       1401 Seventeenth Street
                                    11th Floor
                                    Denver, CO 80202
                                    Attention: Peter G. Futro, Esq.
                                    Telephone: (303) 295-3360
                                    Facsimile: (303) 295-1563

if to the Investor:                 As set forth on the signature page

Either party hereto may from time to time change its address or facsimile number
for  notices  under  this  Section 12.1 by giving written notice of such changed
address  or  facsimile  number  to  the  other  party hereto as provided in this
Section  12.1.


                                  ARTICLE XIII

                                  MISCELLANEOUS


Section  13.1.     Counterparts/  Facsimile/  Amendments.  This Agreement may be
                   -------------------------------------
executed  in  multiple  counterparts, each of which may be executed by less than
all  of the parties and shall be deemed to be an original instrument which shall
be  enforceable against the parties actually executing such counterparts and all
of  which  together  shall  constitute  one  and the same instrument.  Except as
otherwise  stated  herein,  in  lieu  of  the  original  documents,  a facsimile
transmission  or  copy  of  the  original  documents  shall  be as effective and
enforceable  as  the  original.  This Agreement may be amended only by a writing
executed  by  all  parties.

Section  13.2.     Entire  Agreement.  This  Agreement  sets  forth  the  entire
                   -----------------
agreement and understanding of the parties relating to the subject matter hereof
and  supersedes  all  prior  and  contemporaneous  agreements,  negotiations and
understandings  between  the  parties,  both  oral  and  written relating to the
subject  matter  hereof.  The  terms  and  conditions  of  any  exhibits to this
Agreement are incorporated herein by this reference and shall constitute part of
this  Agreement  as  is  fully  set  forth  herein.

Section  13.3.     Severability.  In  the  event  that  any  provision  of  this
                   ------------
Agreement  becomes  or  is  declared  by a court of competent jurisdiction to be
illegal,  unenforceable  or  void,  this  Agreement  shall  continue  in  full


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force  and  effect without said provision; provided that such severability shall
be  ineffective  if it materially changes the economic benefit of this Agreement
to  any  party.

Section  13.4.     Headings.  The  headings  used in this Agreement are used for
                   --------
convenience only and are not to be considered in construing or interpreting this
Agreement.

Section  13.5.     Replacement  of  Certificates.  Upon  (i) receipt of evidence
                   -----------------------------
reasonably  satisfactory  to  the  Company  of  the  loss, theft, destruction or
mutilation  of  the  Investment  Warrant  or  a  certificate  representing  the
Investment  Securities or the Registrable Securities and (ii) in the case of any
such  loss,  theft  or  destruction  of  such  certificate,  upon delivery of an
indemnity  agreement  or  security reasonably satisfactory in form and amount to
the  Company  (which  shall  not  exceed that required by the Company's transfer
agent  in  the  ordinary course) or (iii) in the case of any such mutilation, on
surrender  and cancellation of such certificate, the Company at its expense will
execute  and  deliver,  in  lieu  thereof,  a  new  certificate  of  like tenor.

Section 13.6.     Fees and Expenses. Each of the Company and the Investor agrees
                  -----------------
to  pay  its  own  expenses  incident  to  the  performance  of  its obligations
hereunder.

Section  13.7.     Brokerage.  Each of the parties hereto represents that it has
                   ---------
had  no  dealings  in connection with this transaction with any finder or broker
who  will  demand  payment  of  any fee or commission from the other party.  The
Company on the one hand, and the Investor, on the other hand, agree to indemnify
the  other  against  and hold the other harmless from any and all liabilities to
any  person  claiming  brokerage  commissions  or  finder's  fees  on account of
services  purported to have been rendered on behalf of the indemnifying party in
connection  with  this  Agreement  or  the  transactions  contemplated  hereby.

     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
executed  by  the  undersigned,  thereunto  duly authorized, as of the dates set
forth  below.

Address:                            INVESTOR:

_______________________________     _______________________________________
                                                Name of Investor

_______________________________     By:____________________________________

_______________________________     Print  Name:___________________________

Telephone:_____________________     Title:_________________________________

Fax:___________________________     Date:__________________________________

================================================================================

ACCEPTED:                           INTEGRAL TECHNOLOGIES, INC.

DATED:_______________________       By:     __________________________________
                                            William S. Robinson, CEO


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