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                                                                   EXHIBIT 10.01


                           JOINT ESCROW INSTRUCTIONS


Dated as of March 29, 2002

David A. Rapaport Esq.
333 Sandy Springs Circle, Suite 230
Atlanta, GA 30328

Dear Mr. Rapaport:

     As escrow agent for Nanopierce Technologies, Inc.(NPCT) and Generation
Capital Associates (GCA), pursuant to a Financing Terms Agreement to which a
copy of these Joint Escrow Instructions is attached (Financing Terms Agreement),
you (Escrow Agent) are hereby authorized and directed to hold and disburse the
First Tranch Unit Purchase Price, NPCT Shares, NPCT Warrants, NPCT Warrants
Shares and NPCT Sales Agent Warrants Shares delivered to the Escrow Agent
pursuant to the terms of the Financing Terms Agreement (Escrow Property):

     1.   The Escrow Agent's duties hereunder may be altered, amended, modified
or revoked only by a writing signed by NPCT, GCA, and the Escrow Agent.

     2.   The Escrow Agent shall be obligated only for the performance of such
duties as are specifically set forth herein and may rely and shall be protected
in relying or refraining from acting on any instrument reasonably believed by
the Escrow Agent to be genuine and to have been signed or presented by the
property party or parties.  The Escrow Agent shall not be personally liable for
any act the Escrow Agent may do or omit to do hereunder as Escrow Agent while
acting in good faith, except for fraud, willful misconduct, or gross negligence,
and any act done or omitted by the Escrow Agent pursuant to the advice of the
Escrow Agent's attorneys-at-law shall be evidence of such good faith.

     3.   The fees, if any, and disbursements of the Escrow Agent chargeable in
respect of services provided in the capacity as Escrow Agent pursuant to this
Escrow Agreement will be joint and several responsibility of GCA and NPCT.

     4.   The Escrow Agent is hereby expressly authorized to disregard any and
all warnings given by any of the parties hereto or by any other person or
corporation, excepting only orders or process of courts of law and is hereby
expressly authorized to comply with and obey orders, judgments or decrees of any
court.  In case the Escrow Agent obeys or complies with any such order, judgment
or decree, the Escrow Agent shall not be liable to any of the parties hereto or
to any other person, firm or corporation by reason of such decree being
subsequently reversed, modified, annulled, set aside, vacated or found to have
been entered without jurisdiction.

     5.   The Escrow Agent shall not be liable in any respect on account of the
identity, authorities or rights of the parties executing or delivering or
purporting to execute or deliver the Financing Terms Agreement or any documents
or papers deposited or called for hereunder.

     6.   The Escrow Agent shall be entitled to employ such legal counsel and
other experts as the Escrow Agent may deem necessary properly to advise the
Escrow Agent in connection with the Escrow Agent's duties hereunder, may rely
upon the advice of such counsel, and may pay such counsel reasonable
compensation therefore.  The Escrow Agent has acted as legal counsel for GCA in
connection with the Financing Terms Agreement and may continue to act as legal
counsel for GCA, from time to time,
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notwithstanding its duties as Escrow Agent hereunder. NPCT hereby waives any and
all claims and allegations of conflict in relation to the Escrow Agent's
continued representation of the GCA as its attorney.

     7.   The Escrow Agent's responsibilities as Escrow Agent hereunder shall
terminate if the Escrow Agent shall resign by written notice to GCA and NPCT. In
the event of any such resignation, GCA and NPCT shall appoint a successor Escrow
Agent.

     8.   If the Escrow Agent reasonably requires other or further instruments
in connection with these Joint Escrow Instructions or obligations in respect
hereto, the necessary parties hereto shall join in furnishing such instruments.

     9.   It is understood and agreed that should any dispute arise with respect
to the delivery and/or ownership or right of possession of the Escrow Property
held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed
in the Escrow Agent's sole discretion (1) to retain in the Escrow Agent's
possession without liability to anyone all or any part of the said Escrow
Property until such disputes shall have been settled either by mutual written
agreement of the parties concerned or by a final order, decree or judgment of a
court of competent jurisdiction after the time for appeal has expired and no
appeal has been perfected, but the Escrow Agent shall be under no duty
whatsoever to institute or defend any such proceedings or (2) to deliver the
Escrow Property held by the Escrow Agent hereunder to a state or federal court
having competent subject matter jurisdiction in accordance with the applicable
procedure therefore.

     10.  The Seller and the Purchaser agree jointly and severally to indemnify
and hold harmless the Escrow Agent from any and all claims, liabilities, costs
or expenses in any way arising from or relating to the duties or performance of
the Escrow Agent hereunder other than any such claim, liability, cost or expense
to the extent the same shall have been determined by final, unappealable
judgment of a court of competent jurisdiction to have resulted from fraud, gross
negligence or willful misconduct of the Escrow Agent.

     11.  In the event of any action or proceeding brought by any party against
another under these Joint Escrow Instructions and/or the Financing Terms
Agreement, the prevailing party or parties shall be entitled to recover all
expenses incurred through the date of final collection, including without
limitation, all attorneys' fees.

     12.  Any notice required or permitted hereunder shall be given in writing
(unless otherwise specified herein) and shall be deemed effectively given upon
personal delivery, overnight courier, facsimile, email or other form of
electronic transmission, or three business days after deposit in the United
States Postal Service, by registered or certified mail with postage and fees
prepaid, addressed to each of the other parties thereunto entitled at the
addresses listed below their signature, or at such other addresses as a party
may designate by ten days advance written notice to each of the other parties
hereto.

     13.  This instrument shall be binding upon and inure to the benefit of the
parties hereto, and their respective successors and permitted assigns and shall
be governed by the laws of the State of Georgia without giving effect to
principles governing the conflicts of laws.  A facsimile transmission of these
instructions signed by the Escrow Agent shall be legal and binding on all
parties hereto.

     14.  Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings provided in the Agreement.
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NanoPierce Technologies, Inc.

_______________________________________________

By:  Paul H. Metzinger, President & CEO


NanoPierce Technologies, Inc
3709 Seventeenth Street, Suite 3640
Denver, CO 80202
Tel: (303) 592-1010
Fax: (303) /630-0259
Email: paul@nanopierce.com


Generation Capital Associates


_______________________________________________

By: Latrobe Laidlaw, Director of Operations

Generation Capital Associates
1085 Riverside Trace
Atlanta, GA 30328
Tel: (404) 303-8450
Fax: (404) 255-2218

Escrow Agent



_______________________________________________
David A. Rapaport
333 Sandy Springs Circle
Suite 230
Atlanta, GA 30328
Tel: (404) 257-9150
Fax: (404) 257-9125
Email: drapaport@hcfmgmt.com