EMPLOYMENT AGREEMENT

THIS  EMPLOYMENT  AGREEMENT (the "Agreement"), made and entered into as of March
15,  2004,  by  and between Nanopierce Technologies, Inc. (the "Corporation"), a
Nevada  corporation,  and  Paul  H.  Metzinger, an individual with his principal
business  address  at 370 Seventeenth Street, Suite 3640, Denver, Colorado 80202
(the  "Executive");

     1.   EMPLOYMENT  AND  TERM.

               (a)  Employment.  The  Company  hereby  employs  Executive  and
     Executive  hereby accepts such employment, in the capacity of President and
     Chief  Executive  Officer  of the Corporation to act in accordance with the
     terms  and  conditions  hereinafter  set  forth.

               (b)  Term.  Executive's  employment  hereunder  shall  be  for an
     initial  term  of  three years (the "Initial Term") commencing on March 15,
     2004  (the  "Effective Date") and terminating on March 14, 2008, subject to
     the extension or earlier expiration of the Initial Term as provided in this
     Agreement.  Within forty-five (45) days of March 14, 2008 the Corporation's
     Board of Directors (the "Board") shall review Executive's performance under
     this  Agreement and, in its sole discretion, renew the Agreement for a term
     of  one  year  (a  "Renewal  Term") commencing on the first day immediately
     following  the  Expiration Date (as defined below). The board shall provide
     Executive  written  notice  of  its  decision  to  renew  or not renew this
     Agreement  at  least  30  days  prior to the date of this Agreement expires
     under  the Initial Term of any Renewal Term (the "Expiration Date"). If the
     Board  fails to provide Executive with such written notice, within the time
     period  set  forth  above,  the Agreement shall terminate on the Expiration
     Date  of the Initial Term or Renewal Term, as the case may be. Whenever the
     word  "Term" is used in this Agreement is shall refer to either the Initial
     Term  or  the  Renewal  Term,  as  the  case  may  be.

               (c)  Location  of  Employment.  Effective  upon  the date of this
     Agreement,  and  through the Initial Term the Corporation shall maintain an
     office  for  Executive  at  370  Seventeenth  Street,  Suite  3640, Denver,
     Colorado  80202,  or  such  other  location  upon which the Corporation and
     Executive  shall mutually agree at which location Executive shall carry out
     his  duties.

     2.   DUTIES.

               (a) During the period of employment as provided in Paragraph 1(b)
     hereof,  Executive  shall serve as President and Chief Executive Officer of
     the  Corporation, and shall have all powers and duties consistent with such
     position  subject to the direction of the Board. Such duties shall include,
     without  limitation,  the  following:

               (i)  Chief  Executive  Officer and president. The Chief Executive
               Officer  and  President's  primary  duties  and  responsibilities
               consist  of  the following: establishing, with the primary advice
               of  the  Chief Financial Officer and Chief Operations Officer the
               Corporation's  business  plan  and  strategy.  This  Officer will
               primarily  be  responsible  for  dealing  with  the Corporation's
               securities,  intellectual  property  and  other  counsel,
               Corporation's  auditors,  transfer  agencies,  investment banking
               firms, banks, financial institutions, the Securities and Exchange
               Commission,


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               the  National  Association  of  Securities  Dealers  and  other
               regulatory  authorities. In addition, the Chief Executive Officer
               and  President  will  be  responsible for dealing with persons of
               similar  position  on major corporate transactions, acquisitions,
               reorganizations  and  similar  types  of  activities.

               (b)  Executive shall devote substantially his entire professional
     time,  attention  and energy exclusively to the business and affairs of the
     Corporation and its subsidiaries, as its business and affairs now exist and
     as  they  hereafter  may  be  changed, and shall not during the term of his
     employment  hereunder  be engaged in any other business activity whether or
     not  such  business  activity  is pursued for gain or profit. The foregoing
     shall  not  be  construed  as  preventing  Executive  from (a) managing his
     personal investments or investing his assets in such form or manner as will
     not  require  any  significant services on his part in the operation of the
     affairs  of  the businesses or entities in which such investments are made,
     provided  Executive  shall  not invest in any business competitive with the
     Corporation and its affiliates, except those companies whose securities are
     listed  on  a  national  securities  exchange  or  quoted  daily  in  the
     Over-the-Counter  Market  listing  of  the  The Wall Street Journal; or (B)
     preclude  Executive  from  continuing to serve on the board of directors of
     any  business  corporation  or  any charitable organization on which he now
     serves  and  which  has  been  disclosed  to the Corporation in writing or,
     subject  to  the  prior approval of the Board, from accepting employment to
     additional  board  of  directors,  provided  that  such  activities  do not
     materially  interfere with the performance of Executive's duties hereunder.

          (c)  Executive  further  agrees that during the term of his employment
     under  this  Agreement  he  will engage in no business or other activities,
     directly or indirectly, which are or may be competitive with or which might
     place  him  in  a  competing  position  to  that of the Corporation and its
     affiliates  without  obtaining  the  prior  written  consent  of the Board,
     including, without limitation, the solicitation or acceptance of consulting
     work  from  clients  of  the Corporation and its affiliates for whom he has
     performed  services  by  virtue  of  this  Agreement  or  who he has met in
     connection  with  his  employment  under  this  Agreement.


     3.   COMPENSATION.

               (a)  Base  Salary.  For  services  performed by Executive for the
     Corporation pursuant to this Agreement, the Corporation shall pay Executive
     a  base  salary  at  the  rate of $150,000.00 per year (the "Base Salary"),
     payable  in  accordance with the Corporation's normal payroll practices but
     in  no  event  less  than  once a month. Any compensation paid to Executive
     under  any additional compensation or incentive plan of the Corporation, or
     that  may  be otherwise authorized from time to time by the Board, shall be
     in  addition  to the base salary to which Executive shall be entitled under
     this  Agreement.

               (b)  Salary  Adjustments. The Corporation shall pay Executive the
     base  annual  salary for each years of the Initial Term, unless an increase
     is  determined  otherwise  by  the  Board.

               (c)  Tax  Withholding.  The  Corporation  shall  provide  for the
     withholding  of  any  taxes  required  to be withheld by federal, state and
     local  law  with


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<PAGE>
     respect  to  any payment in cash, shares of capital stock or other property
     made  by or on behalf of the corporation to or for the benefit of Executive
     under  this Agreement or otherwise. The Corporation may, at its option: (I)
     withhold  such  taxes  from  any  cash payments owing to the Corporation to
     Executive,  including  any payments owing under any other provision of this
     Agreement,  (ii)  require  Executive to pay to the Corporation in cash such
     amount  as may be required to satisfy such withholding obligations or (iii)
     make  other  satisfactory  arrangements  with  Executive  to  satisfy  such
     withholding  obligations.

     4.   BENEFITS.  In  addition  to  the  base Salary, Executive shall also be
entitled  to  the  following:

          (a)  Participation  in  Benefit  Plans. Executive shall be entitled to
     participate  in  the  various  retirement,  welfare,  fringe benefit, group
     long-term  disability  plans and other executive perquisite plans, programs
     and  arrangements  of  the Corporation available for senior executive level
     officers  of  the Corporation. Executive and his dependents, at Executive's
     request shall be enrolled in the Corporation's health, life, disability and
     other  insurance  plans  and  programs immediately upon his commencement of
     employment  hereunder.

               (b)  Vacation  and Sick Leave. Executive shall be entitled to two
     weeks  of vacation during each calendar year during which this Agreement is
     in  effect,  or  such  greater period as the Board may approve, and to paid
     holidays  given  by  the  Corporation  to its domestic employees generally,
     without  reduction  in  salary  or  other benefits. Executive shall also be
     entitled  to  sick  leave  according  to  the  sick leave policy, which the
     Corporation  may  adopt  from  time  to  time.

               (c) Basic Stock Option. Executive shall be eligible for grants of
     stock  options  in accordance with the Corporation's 1998 Stock Option Plan
     or  such  other  stock  option  plan  developed  by  the  Board.

               (d)  Expenses.  The  Corporation  shall reimburse Executive, upon
     proper  accounting,  for  reasonable  business  expenses  and disbursements
     incurred  by  him in the course of the performance of his duties under this
     Agreement  and  in  accordance with the Corporation's policies as in effect
     from  time  to  time.

               (e) Proration of Benefits. Any payments or benefits hereunder, in
     any  year  during  which  Executive is employed by the Corporation for less
     than  the  entire  year  shall, unless otherwise provided in the applicable
     plan  or  arrangement, be prorated in accordance with the number of days in
     such  year  during  which  Executive  is  employed  by  the  Corporation.

     5.   INDEMNIFICATION  AND  INSURANCE.  Executive  shall  be entitled to the
maximum indemnification provided by the Bylaws and the Articles of Incorporation
of  the  Corporation for officers and employees of the Corporation.  Executive's
rights  under this Paragraph shall continue without time limit so long as he may
be  subject  to  any  such  liability, whether or not the Term of employment has
ended.  The  Corporation  shall  obtain  and  maintain,  in effect, officers and
directors liability insurance in an amount not less than $1,000,000 without time
limit  so long as Executive may be subject to any such liability, whether or not
the  Term  of  employment  has  ended.


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     6.   REPRESENTATIONS  AND  WARRANTIES  OF  EXECUTIVE.  Executive  hereby
represents  and  warrants  to the Corporation that (a) Executive's execution and
delivery  of  this  Agreement  and his performance of his duties and obligations
hereunder  will not conflict with, or cause a default under, or give any party a
right  to damages under, or to terminate, any other agreement to which Executive
is  a  party  or  by  which  he  is  bound,  and  (b) there are no agreements or
understandings  that  would  make  unlawful Executive's execution or delivery of
this  Agreement  or  his  employment  hereunder.

     7.   REPRESENTATIONS  AND  WARRANTIES  OF THE CORPORATION.  The Corporation
hereby  represents  and  warrants  to  Executive  as  follows:

          (a) The Corporation is duly organized and established as a corporation
     under  the  laws  of  the  State  of Nevada and has all requisite power and
     authority  to  enter  into  this  agreement  and to perform its obligations
     hereunder.  The  consummation  of  the  transactions  contemplated  by this
     Agreement  will  neither  violate  nor be in conflict with any agreement or
     instrument  to  which  the  Corporation is a party or by which it is bound.

          (b)  The execution, delivery and performance of this Agreement and the
     transactions  contemplated  hereby have been duly and validly authorized by
     all  requisite  corporate  action  on  the  part of the Corporation and are
     valid,  legal  and  binding  obligations of the Corporation, enforceable in
     accordance with their terms except as may be limited by the laws of general
     application relating to bankruptcy, insolvency, moratorium or other similar
     laws  relating  to  or  affecting the enforcement or creditors' rights, and
     rules  of  law  governing  specific performance, injunctive relief or other
     equitable  remedies.

     8.   TERMINATION.

          (a) Cause. The Corporation may terminate Executive's employment at any
     time  for  Cause  (as  defined herein), by reason of Disability (as defined
     herein),  or  without  Cause;  provided,  however,  that  for  any  reason
     constituting  Cause,  Executive  is given (x) reasonable notice ("Notice of
     Termination  for  Cause")  setting  forth the reasons for the Corporation's
     intention to terminate for Cause and the effective date of such termination
     (which  effective  date may be the date of such notice), (y) an opportunity
     for  Executive,  together  with  his  counsel, to be heard before the Board
     within two weeks of such notice and (z) within five (5) business days after
     Executive's  hearing before the Board, written notice to Executive from the
     Board  of  its  good  faith determination that the reasons specified in the
     Notice of Termination for Cause constitute Cause under this Paragraph 8(a),
     and  that  Executive's  employment  is  terminated effective as of the date
     specified  in  the  Notice  of Termination for Cause. Executive's rights to
     receive  his salary and benefits hereunder shall not be affected during the
     period  between  the receipt of the Notice of Termination for Cause and the
     determination,  if  any,  by  the  Board that the reasons specified in such
     notice  constituted  Cause.  For purposes of this Agreement, "Cause" means:

               (i)  Executive  commits  a  breach  of  any material term of this
          Agreement,  or  any  material  obligation of the Corporation, and such
          breach constitutes gross negligence or willful misconduct and, if such
          breach  is capable of being cured, Executive Fails to cure such breach
          within  30  days  of  notice  of  such  breach;

               (ii)  Executive  is  convicted  of,  or  pleads  guilty  or  nolo
          contendere  to  a  felony;


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               (iii)  Executive's  commission  of  any  act that would cause any
          license  of  the  Corporation  or its subsidiaries or affiliates to be
          revoked,  suspended,  or  not  be  renewed  after  proper application;

               (iv)  gross  negligence  in the performance of Executive's duties
          and  responsibilities;

               (v)  refusal of Executive to follow proper and achievable written
          direction  of  the  Board,  provided  that  this shall not be Cause if
          Executive  in  good  faith  believes  the  direction  to  be  illegal,
          unethical  or  immoral  and  so  notifies  the  Board;

               (vi)  material fraud or dishonesty with regard to the Corporation
          (other  than  good  faith  expense  account  disputes);  or

               (vii)  continuous  refusal  to  attempt  to  perform  Executive's
          responsibilities  and  duties  after  written  notice.

          (b)  Good  Reason.  Executive may terminate his employment at any time
     for  any  of  the following reasons (each of which is referred to herein as
     "Good  Reason")  by  giving the Corporation notice of the effective date of
     such  termination  (which  effective  date may be the date of such notice):

               (i) the Corporation commits a breach of any material term of this
          Agreement  and,  if  such  breach  is  capable  of  being  cured,  the
          Corporation  fails  to  cure  such breach within 30 days of receipt of
          notice  of  such  breach;  or

               (ii)  a material change of position, duties or the assignments of
          duties  materially inconsistent with Executive's position as Executive
          Officer  of  the  Corporation.

          (c)  Change  in  Control.  Executive may, at his option, terminate his
     employment  upon  a  "Change  in  Control." For purposes of this Agreement,
     "Change  of  Control"  shall  mean:

               (i)  the obtaining by any party of fifty percent (50%) of more of
          the  voting shares of the Corporation pursuant to a "tender offer" for
          such  shares  as  provided  under  Rule  14d-2  promulgated  under the
          Securities  Exchange  Act of 1934, as amended (the "Exchange Act"), or
          any  subsequent comparable federal rule or regulation governing tender
          offers;  or

               (ii)  individuals who were members of the Board immediately prior
          to  any  particular  meeting  of  the Corporation's shareholders which
          involves  a contest for the election of directors fail to constitute a
          majority  of  the  members  of  the  Board following such election; or

               (iii)  the  Corporation's  executing  an agreement concerning the
          sale  of substantially all of its assets to a purchaser which is not a
          subsidiary;  or

               (iv)  the  Corporation's  adoption  of  a  plan of dissolution or
          liquidation;

               (v)  the Corporation's executing an agreement concerning a merger
          of consolidation involving the Corporation in which the Corporation is
          not the surviving


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<PAGE>
          corporation or if, immediately following such merger or consolidation,
          less  than  fifty  percent  (50%)  of  the  surviving  corporation's
          outstanding  voting  stock  is held by persons who are stockholders of
          the  Corporation  immediately  prior  to such merger of consolidation.

          (d)  Executive's  Rights  to  Terminate. Executive may, at his option,
     terminate  his  employment  hereunder  for  any  reason upon 60 days' prior
     written  notice  to  the  Corporation.

          (e)  Death.  This  Agreement  shall  terminate  automatically  upon
     Executive's  death.

          (f)  Disability.  The  term  "Disability"  as  used in connection with
     termination  of  the  employment  of  Executive shall mean the inability of
     Executive  to  substantially  perform  his material duties hereunder due to
     physical  or  mental  disablement  which  continues for a period of six (6)
     consecutive  months,  during  the  term of employment (during which six (6)
     month  period Executive's salary and benefits shall continue) as determined
     by  an  independent  qualified  physician  mutually  acceptable  to  the
     Corporation and Executive (or his personal representative). Notwithstanding
     the  above,  in  the  event  of  Disability, Executive shall be entitled to
     participate  in and be covered by the Corporation's group health plan until
     Executive  is  able  to  obtain  health insurance on substantially the same
     terms  and  conditions  as provided in the Corporation's group health plan;
     provided,  however,  that  if  the Corporation's group health plan does not
     allow  Executive  and  his  dependents  to  continue  coverage,  then  the
     Corporation  and  Executive  agree  to  negotiate  a  mutually satisfactory
     alternative  to  provide  Executive  with  the  benefits  intended  by this
     Paragraph  8(f).

          (g)  Without  Cause.  The  Corporation  may,  at its option, terminate
     Executive's  employment  without  Cause  at any time upon written notice to
     Executive.

          (h)  Date  of  Termination.  For  purposes of this Agreement, the term
     "Date  of  Termination"  shall  mean  the date that any party gives notice,
     through  action  or  otherwise, that it intends to terminate this Agreement
     pursuant  to  the  terms  hereof  or  the  date,  if  any, specified by the
     terminating  party  in  such  notice  as the effective date of termination;
     provided,  however,  with  respect  to  termination  for Cause, the Date of
     Termination  shall  be  the  date of receipt by Executive of written notice
     form  the  Board  as  required by Paragraph 8(a) hereof. In addition, where
     Executive  gives  notice to terminate this Agreement and the effective date
     of  termination  is  other than the date the Corporation receives notice of
     termination,  the  Corporation  reserves  the  right  to  accelerate  the
     Termination  Date  to  the  date  Executive notified the Corporation of his
     intent  to  terminate  this  Agreement.

     9.   OBLIGATIONS  OF  THE  CORPORATION  UPON  TERMINATION.

          (a)  Without  cause  or  for  Good  Reason.  If  the Corporation shall
     terminate  Executive's  employment  without  Cause  or  if  Executive shall
     terminate  his  employment  for Good Reason, this Agreement shall terminate
     without  further  obligation  to  Executive  hereunder,  other  that  the
     obligation  (i)  to  continue  to  pay  Executive  in  accordance  with the
     Corporation's  normal  payroll  payment procedures his Base Salary from the
     Date  of  Termination  at the rate in effect on the Date of Termination for
     the  greater  of  either  the  remaining  Term of this Agreement or two (2)
     years, whichever is greater; and (ii) to continue to provide Executive with
     the  benefits  set  forth in Paragraph 4(a) through the next anniversary of
     the  Effective  Date.


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          (b)  Voluntary.  If Executive terminates his employment for other than
     Good  Reason  (a  "Voluntary  Termination"), this Agreement shall terminate
     without  further  obligation  to  Executive  hereunder,  other  than  the
     obligation  (i)  to  continue  to  pay  Executive  in  accordance  with the
     Corporation's normal payroll payment procedures his Base Salary through the
     Date of Termination at the rate in effect on the Date Termination; and (ii)
     to  continue  to  provide  Executive with benefits of the type described in
     Paragraph  4(a)  through  the  day  preceding  the  Date  of  Termination.

          (c)  Cause.  If  Executive's  employment  shall  be  terminated by the
     Corporation for "Cause" the Corporation shall continue to pay Executive his
     Base  Salary through the Date of Termination at the rate in effect upon the
     Date  of  Termination.  Thereafter,  the  Corporation shall have no further
     obligation  to  Executive.

          (d)  Death.  If  Executive's  employment  is  terminated  by reason of
     Executive's  death,  the  corporation  shall  pay  to  Executive's heirs or
     estate,  the  Base  Salary at the rate in effect on the day preceding death
     through  the  next  anniversary  of  the  Effective  Date, in one lump sum,
     payable  within  sixty  days  of  the  date  of  death.

          (e)  Disability.  If Executive's employment is terminated by reason of
     Disability,  the  Corporation  shall  (i)  continue  in accordance with the
     Corporation's  normal  payroll payment procedures to pay Executive his Base
     Salary  form  the  Date of Termination at the rate in effect on the Date of
     Termination,  through the next anniversary of the Effective Date; provided,
     however,  that  if  an  event or condition is determined to be the cause of
     Disability,  by  an independent qualified physician acceptable to Executive
     and  the Corporation, and such event or condition occurs at any time in the
     last  six  months  of  the Term, then the Corporation shall continue to pay
     Executive  his  Base  Salary  in  accordance  with the Corporation's normal
     payroll procedures for a period of Six (6) months beyond the Term; and (ii)
     continue  to  provide  Executive  with  benefits  of  the type described in
     Paragraph  4(a)  through  the  next  anniversary  of  the  Effective  Date;
     provided,  however,  that  if  the Corporation's group health plan does not
     allow  Executive  and  his  dependents  to  continue  coverage,  then  the
     Corporation  and  Executive  agree  to  negotiate  a  mutually satisfactory
     alternative  to  provide  Executive  with  the  benefits  intended  by this
     Paragraph  9(e).

          (f)  Change  of Control. If Executive terminates his employment within
     90  days  following a Change of Control, the Corporation shall (i) continue
     in  accordance  with the Corporation's normal payroll payment procedures to
     pay  Executive  his  Base  Salary  at  the  rate  in  effect on the Date of
     Termination  for the greater of either the remaining Term of this Agreement
     or  two  (2)  years  following  the  ate of Change of Control, whichever is
     greater;  and  (ii) continue to provide Executive with benefits of the type
     described  in  Paragraph  4(a)  through  the  day  preceding  the  Date  of
     Termination.

     10.  NON-COMPETITION.  Executive  acknowledges  and  recognizes  the highly
competitive  nature  of  the  Corporation  and  its  affiliates  and  Executive
accordingly  covenants and agrees, that at all times for a period of twelve (12)
consecutive months subsequent to the end of the Term or the Date of Termination,
whichever  occurs  earlier,  as  follows:

          (a)  Executive  will  not directly or indirectly own, manage, operate,
     finance,  join  control  or  participate  in  the  ownership,  management,
     organization  ,  financing  or  control  of, or be connected as an officer,
     director,  employee,  partner, principal, agent, representative, consultant
     or  otherwise  with  any  business  or  enterprise  engaged  in  a


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     business  the  same  as  or  substantially  similar  to the business of the
     Corporation  and  its affiliates except as a holder of fewer that 5% of the
     outstanding  shares  or other equity interests of a company whose shares or
     other equity interests are registered under Section 12 of the Exchange Act.

          (b)  Executive  will not directly or indirectly induce any employee of
     the Corporation or any of its affiliates to engage in any activity in which
     Executive  is  prohibited  from  engaging  by  subparagraph (a) above or to
     terminate  their  employment with the corporation or any of its affiliates,
     and  will  not  directly  or  indirectly  employ or offer employment to any
     person  who was employed by the Corporation or any of its affiliates unless
     such  person  shall  have  been  terminated  without  cause or ceased to be
     employed by any such entity for a period of at least 12 months.

          (c) Executive will not use or permit his name to be used in connection
     with  any  business  or  enterprise  engaged in the business the same as or
     similar  to  Corporation or its affiliates or any other business engaged in
     by  Corporation  or  any  of  its  affiliates.

          (d)  Executive  will  not  use the name of the Corporation or any name
     similar  thereto,  but  nothing  in  this  clause  shall  be  deemed,  by
     implication,  to  authorize  or permit use of such name after expiration of
     such  period.

          (e)  Executive will not make any statement or take any action intended
     to impair the goodwill or the business reputation of the Corporation or any
     of  is  affiliates,  or to be otherwise detrimental to the interests of the
     Corporation  or  any  of  its affiliates, including any action or statement
     intended,  directly  or  indirectly,  to  benefit  a  competitor  of  the
     Corporation  or  any  of  its  affiliates,  except  as  may  be required by
     applicable  law  or  by  a  local,  state  or  federal  regulatory  agency.

          (f)  Executive  will  not  (a) disclose any customer lists or any part
     thereof  to  any person, firm, corporation, association or other entity for
     any  reason  or  purpose  whatsoever;  (b)  assist  in obtaining any of the
     Corporation's  customers  for any other similar business; (c) encourage any
     customer  to  terminate,  change  or  modify  its  relationship  with  the
     Corporation;  or  (d) solicit or divert or attempt to solicit or divert the
     Corporation's  customers.

          (g)  The  Corporation shall have the right, subject to applicable law,
     to inform any other third party that the Corporation reasonably believes to
     be,  or  to be contemplating participating with Executive or receiving from
     Executive  properties of the Corporation in violation of this Agreement and
     of  the  rights of the Corporation hereunder, and that participation by any
     such  third  party  with  Executive  in  activities  in  violation  of this
     Paragraph  10 may give rise to claims by the Corporation against such third
     party;

          (h)  Executive  and  the  Corporation  agree  that  in  light  of  the
     specialized  nature  of  the industry and the national-customer base of the
     Corporation's  business,  that the restrictions set forth in this Paragraph
     10  shall  apply  to Executive within the territory of the United States of
     America.  It is expressly understood and agreed that although Executive and
     the  Corporation  consider the restriction contained in the Paragraph 10 to
     be  reasonable,  if  a  final  judicial determination is made by a court of
     competent  jurisdiction that the time or territory or any other restriction
     contained  in  this  Agreement  is  an  unenforceable  restriction  against
     Executive,  the provisions of this Agreement shall not be rendered void but
     shall  be  deemed  amended  to  apply  as  to  such  maximum  time


                                  Page 8 of 13
<PAGE>
     and  territory  and  to  such  maximum  intent as such court may judicially
     determine  or  indicate  to  be enforceable. Alternatively, if any court of
     competent  jurisdiction  finds  that  any  restriction  contained  in  this
     Agreement is unenforceable, and such restriction cannot be amended so as to
     make  it  enforceable,  such finding shall not affect the enforceability of
     any  of the other restrictions contained herein; provided, however that the
     provisions  of this Paragraph 10 shall not apply if Executive is terminated
     without  Cause  or  Executive  terminates  for  Good  Reason.

          (i)  The  failure  of  Executive  to  abide  by the provisions of this
     Paragraph  10  shall  be  deemed  a  material breach of this Agreement. The
     primary  purpose  of  the  covenant  not  to  compete  is the Corporation's
     legitimate  interest  in  protecting  its  economic  welfare  and  business
     goodwill.  The  Corporation  and  the  Executive  further  agree  that this
     covenant  shall  in no way be construed as a mere limitation on competition
     nor  shall it be construed as a restraint on Executive's right to engage in
     a  common  calling.

     11.  PROPRIETARY  INFORMATION.  Executive  agrees  that at all times during
the  Term  of  this  Agreement  and after Executive is no longer employed by the
Corporation,  Executive  shall  not  use  for his personal benefit, or disclose,
communicate  or  divulge  to,  or  use for the direct or indirect benefit on any
person, firm, association or company other than the Corporation, any Proprietary
Information.  "Proprietary  Information"  means  information  relating  to  the
properties,  prospects,  products,  services or operations of the Corporation or
any  direct  or  indirect  affiliate  thereof  that  is  not generally known, is
proprietary  to the Corporation or such affiliate and is made known to Executive
or  learned  or  acquired  by  Executive while in the employ of the Corporation,
including,  by  way  of illustration, but not limitation, information concerning
trade secrets, processes, structures, formulae, data and know-how, improvements,
inventions,  product  concepts,  techniques,  marketing  plans,  strategies,
forecasts,  customer  lists  and  information  about the Corporation's employees
and/or  consultants  (including,  without  limitation,  the  compensation,  job
responsibility  and  job  performance  of  such  employees  and/or consultants).
However, Proprietary Information shall not include (i) at the time of disclosure
to Executive such information that was in the public domain or later entered the
public  domain  other than as result of a beach of an obligation herein; or (ii)
subsequent  to disclosure to Executive, Executive received such information form
a  third  party  under no obligation to maintain such information in confidence,
and  the  third  party  came into possession of such information other than as a
result  of  a  breach  of  an  obligation  herein.  All materials or articles of
information  of  any kind furnished to Executive by the Corporation or developed
by Executive in the course of his employment thereunder are and shall remain the
sole  property of the Corporation; and if the Corporation requests the return of
such  information  at  any  time  during,  upon  or  after  the  termination  of
Executive's  employment  hereunder, Executive shall immediately deliver the same
to  the  Corporation.

     12.  OWNERSHIP  OF  PROPRIETARY  INFORMATION.  Executive  agrees  that  all
Proprietary  Information  shall  be the sole property of the Corporation and its
assigns,  and  the  Corporation  and  its assigns shall be the sole owner of all
licenses  and  other rights in connection with such proprietary Information.  At
all  times  during  the  Term of this Agreement and after Executive is no longer
employed  by  the  Corporation, Executive will keep the strictest confidence and
trust  all Proprietary Information and will not use or disclose such Proprietary
Information, or anything relating to such information, without the prior written
consent  of  the Corporation, except as many be necessary in the ordinary course
of  performing  his  duties  under  this  Agreement.

     13.  DOCUMENTS  AND  OTHER  PROPERTY.  All  materials  or  articles  of
information  of  any kind furnished to Executive in the course of his employment
hereunder  are and shall remain the sole property of the Corporation; and if the
Corporation  requests  the  return  of  such  information  at any


                                  Page 9 of 13
<PAGE>
time  during, upon or after the termination of Executive's employment hereunder,
Executive  shall immediately deliver the same to the Corporation. Executive will
not, without the prior written consent of the Corporation, retain any documents,
data  or  property, or any reproduction thereof of any description, belonging to
the  Corporation  or  pertaining  to  any  Proprietary  Information.

     14.  THIRD-PARTY  INFORMATION.  The  Corporation from time to time receives
from  third parties confidential or proprietary information subject to a duty on
the  Corporation's  part to maintain the confidentiality of such information and
to use it only for certain limited purposes ("Third-party Information").  At all
times,  until  after  the  later  of  (a)  the  Expiration  Date,  (b) the fifth
anniversary of the Date of Termination or (c) the period of time the Corporation
must  maintain  the Third-Party Information as confidential, Executive will hold
Third-Party Information in the strictest confidence and will not disclose or use
Third-Party  Information  except  as  permitted  by  the  agreement  between the
Corporation  and  such  third  party.

     15.  INTELLECTUAL PROPERTY.  Any and all improvements, inventions, designs,
ideas,  works  of  authorship,  copyrightable  works,  discoveries,  trademarks,
copyrights,  trade secrets, formulae, processes, techniques, know-how, and data,
whether  or  not  patentable  (collectively  "Products"),  made  or conceived or
reduced  to  practice  or  learned  by  Executive,  either along or jointly with
others,  during  the  period  of  Executive's  employment (whether or not during
normal working hours) that are related to or useful in the actual or anticipated
business  of  the  Corporation,  or  result from tasks assigned Executive by the
Corporation  or  result  from  Executive's  use  of premises or equipment owned,
leased,  or  contracted  for  by  the  Corporation (a) during the period of this
Agreement,  or  (b)  within  a period of one year after the Date of Termination,
which may be directly or indirectly useful in, or relate to, the business of the
Corporation,  shall  be  promptly  and fully disclosed by Executive to the Board
and,  if  such  intellectual property was made, developed or created pursuant to
Executive's  employment  hereunder,  such  intellectual  property  shall  be the
Corporation's  exclusive  property  as  against  Executive,  and Executive shall
promptly  deliver  to  an  appropriate  representative  of  the  Corporation  as
designated  by  the  Board all papers, drawings, models, data and other material
relating  to  any  invention  made,  developed  or  created by him as aforesaid.
Executive  shall,  at  the  request  of  the Corporation and without any payment
therefor,  execute  any  documents  necessary or advisable in the opinion of the
Corporation's  counsel  or  direct  issuance  of  patents  or  copyrights to the
Corporation  with  respect  to  such  Products  as  are  to be the Corporation's
exclusive  property  as against Executive or to vest in the Corporation title to
such  Products as against executive.  The expense of securing any such patent or
copyright shall be borne by the Corporation.  Executive shall be compensated, in
accordance  with  the  Corporation's  "Creative Awards" standard policy, for all
Products  created  or  developed by the Executive either prior to his employment
(if  delivered  to  the  Corporation)  or  during  the  term  of his Employment.

     16.  EQUITABLE  RELIEF.  Executive acknowledges that, in view of the nature
of  the business in which the Corporation is engaged, the restrictions contained
in  paragraphs  10 through 15, inclusive (the "Restrictions") are reasonable and
necessary  in  order  to protect the legitimate interest of the Corporation, and
that  any  violation  thereof  would  result  in  irreparable  injuries  to  the
Corporation,  and  Executive  therefor  further  acknowledges that, if Executive
violates,  or  threatens  to  violate,  any of the Restrictions, the Corporation
shall  be  entitled  to obtain from any court of competent jurisdiction, without
the  posting of any bond or other security, preliminary and permanent injunctive
relief  as  well as damages and an equitable accounting of all earnings, profits
and other benefits arising from such violation, which rights shall be cumulative
and  in  addition  to any other rights or remedies in law or equity to which the
Corporation  may  be  entitled.


                                  Page 10 of 13
<PAGE>
     17.  BINDING EFFECT.  This Agreement shall be binding upon and inure to the
benefit  of  the  heirs  and representatives of Executive and the successors and
assigns  of  the  Corporation.  The  Corporation  shall  require  any  successor
(whether direct or indirect, by purchase, merger, reorganization, consolidation,
acquisition  of  property  or  stock,  liquidation  or  otherwise)  to  all or a
significant  portion  of  its  assets,  by  agreement  in  form  and  substance
satisfactory  to  Executive,  expressly  to  assume  and  agree  to perform this
Agreement  in  the same manner and to the same extent that the Corporation would
be  required  to  perform  this Agreement if no such succession had taken place.
Regardless  whether  such agreement is executed, this Agreement shall be binding
upon  any  successor  of the Corporation in accordance with the operation of law
and  such  successor  shall  be  deemed  the "Corporation," for purposes of this
Agreement.

     18.  NOTICES.  All  notices,  requests,  demands  and  other communications
hereunder  shall  be  in  writing and shall be deemed to have been duly given if
delivered  by hand or mailed within the continental United States by first-class
certified mail, return receipt requested, postage prepaid, addressed as follows:

          (a)  if  to  the  Board  or  the  Corporation,  to:

               Nanopierce  Technologies,  Inc.
               370  Seventeenth  Street,  Suite  3580
               Denver,  Colorado  80202
               Attention:  President

          (b)  if  to  Executive:

               Paul  H.  Metzinger
               370  Seventeenth  Street,  Suite  3580
               Denver,  Colorado  80202

Such  addresses  may be changed by written notice sent to the other party at the
last  recorded  address  of  that  party.

     19.  ARBITRATION  OF  ALL  DISPUTES.

          (a)  Any  controversy  or  claim  arising  out  of or relating to this
     Agreement  or  the  breach  thereof  (including  the  arbitrability  of any
     controversy  or  claim),  shall  be  settled  by arbitration in the City of
     Denver  in  accordance  with  the  laws  of  the State of Colorado by three
     arbitrators,  one  of  whom  shall  be appointed by the Corporation, one by
     Executive  and  the  third  of  whom  shall  be  appointed by the first two
     arbitrators.  If  the first two arbitrators cannot agree on the appointment
     of  a third arbitrator, then the third arbitrator shall be appointed by the
     American  Arbitration  Association.  The  arbitration shall be conducted in
     accordance  with  the rules of the American Arbitration Association, except
     with  respect to the selection of arbitrators which shall be as provided in
     this  paragraph  19. The cost of any arbitration proceeding hereunder shall
     be  borne  equally  by  the  Corporation  and  Executive.  The award of the
     arbitrators  shall  be  binding  upon  the parties. Judgment upon the award
     rendered by the arbitrators may be entered in any court having jurisdiction
     thereof.

          (b)  If  it  shall  be  necessary or desirable for Executive to retain
     legal  counsel  and  incur  other costs and expenses in connection with the
     enforcement  of any or all of his rights under this Agreement, and provided
     that  Executive  substantially  prevails in the


                                  Page 11 of 13
<PAGE>
     enforcement  of  such rights, the Corporation shall pay (or Executive shall
     be  entitled  to  recover  from  the  Corporation,  as  the  case  may  be)
     Executive's reasonable attorneys' fees and costs and expenses in connection
     with  the  enforcement  of  his  rights  including  the  enforcement of any
     arbitration  award.

     20.  NO  ASSIGNMENT.  Except  as  otherwise expressly provided herein, this
Agreement  is  not  assignable  by any party and no payment to be made hereunder
shall  be  subject  to  anticipation,  alienation,  sale,  transfer, assignment,
pledge,  encumbrance  or  other  charge.

     21.  EXECUTION  IN COUNTERPARTS.  This Agreement may be executed by parties
hereto  in  two  or  more  counterparts,  each of which shall be deemed to be an
original,  but  all  such  counterparts  shall  constitute  one  and  the  same
instrument.  The  facsimile  signature  of  any party to this Agreement shall be
considered  an  original  signature  of  such  person.

     22.  JURISDICTION  AND  GOVERNING  LAW.  Jurisdiction  over  disputes  with
regard  to  this  Agreement  shall  be exclusively in the courts of the State of
Colorado,  and  this  Agreement shall be construed and interpreted in accordance
with  and governed by the laws of the State of Colorado, other than the conflict
of  laws  provisions  of  such  laws.

     23.  SEVERABILITY.  If any provision of this Agreement shall be adjudged by
any  court  of  competent  jurisdiction  to  be invalid or unenforceable for any
reason,  such  judgment  shall not affect, impair or invalidate the remainder of
this  Agreement.

     24.  ENTIRE AGREEMENT.  This Agreement embodies the entire agreement of the
parties  hereof,  and  supersedes  all  other  oral  or  written  agreements  or
understandings  between  them  regarding  the subject matter hereof.  No change,
alteration  or  modification  hereof  may be made except in a writing, signed by
each  of  the  parties  hereto.

     25.  HEADINGS  DESCRIPTIVE.  The headings of the several paragraphs of this
Agreement  are inserted for convenience only and shall not in any way affect the
meaning  or  construction  of  any  of  this  Agreement.


                                  Page 12 of 13
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties hereto have executed and delivered this
Agreement  as  of  the  day  and  year  first  above  written.



                              NANOPIERCE  TECHNOLOGIES,  INC.



                              By: /s/ Kristi J. Kampmann
                                 ------------------------------
                                      Kristi J. Kampmann,
                                      Chief Financial Officer

                              EXECUTIVE


                              By: /s/ Paul H. Metiznger
                                 ------------------------------
                                      Paul H. Metzinger
                                              ---------


                                  Page 13 of 13
<PAGE>