EXHIBIT 10.01
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                                LETTER AGREEMENT

     NanoPierce  Technologies,  Inc.  ("NanoPierce")  and  Xact  Resources
International,  Inc.  ("Xact"), for good and valuable consideration hereby enter
into  this  Letter  Agreement;  and

     WHEREAS, the parties seek to enter into a limited liability company for the
purpose  of  producing,  marketing  and selling a product known as YBG-2000; and

     WHEREAS,  NanoPierce  has the ability to raise the funds necessary to bring
the  project  to fruition and Xact has the legal rights and technical ability to
produce,  market  and  sell  the  project;  and

     WHEREAS,  Xact  has  the  need for temporary funding to go forward with the
project and it is the intent of NanoPierce to provide that funding in return for
the  exclusive  ability to raise the total of $1,500,000.00 required to become a
50  percent  unit  holder  of  the  limited  liability  company

     NOW THEREFORE, for good and valuable consideration the parties agree to the
following:

     1.     On  October 1, 2004, NanoPierce shall cause to be delivered via wire
transfer  temporary funding in the amount of $75,000.00 to the corporate account
of  Xact.

     2.     Thereafter,  NanoPierce  shall have the exclusive right for a period
of 30 days to raise the balance of $1,500,000.00 for the purpose of purchasing a
50  percent  interest  in  the  limited  liability  company.  In  the event that
NanoPierce is unable to provide the balance of the financing as agreed within 30
days,  or  for  a  reasonable extension thereof in the event that NanoPierce can
provide  reasonable  proof that funding is imminent but unintentionally delayed,
no  sooner  than  30  days  after  the  date of funding or any written extension
thereof  has  passed, NanoPierce may give written notice demanding return of the
$75,000.00  in temporary funding within 90 days from the date of delivery of the
notice.

     3.     The  parties agree that a formal operating agreement for the limited
liability  company  is  not finalized and that this Letter Agreement imposes not
greater  rights  on either party than as set forth herein.  However, the parties
agree  that the final operating agreement, when and if executed, shall set forth
an ownership arrangement that is Fifty/Fifty between the parties hereto and that
Neal  Bartoletta  and  Paul  H.  Metzinger or their assigns shall be the initial
managers  and  that  Neal  Bartoletta  shall  act  as President, Chief Executive
Officer  and shall have operational authority and run the day to day business of
the  limited  liability  company.

     4.     Xact  shall have no right to cancel this Letter of Intent during the
exclusive  thirty  (30)  day  funding  period  or any mutually agreed reasonable
extension.

     5.     Upon  failure  to  fund  by  NanoPierce  and  repayment of temporary
funding  by  Xact,  NanoPierce shall no long have an exclusive right to fund and
purchase  an  interest  in  the  limited  liability  company.


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     6.     Any dispute regarding this agreement will be placed into arbitration
at  the  home  location  of  the  party  against  whom  arbitration  is  sought.

     7.     This  agreement  may  be  signed and executed by facsimile and shall
remain  valid.


     AGREED TO this 1st day of October, 2004.



NanoPierce Technologies, Inc.                 Xact Resources International, Inc.




By: /s/ Paul H. Metzinger                     By: /s/ Neal Bartoletta
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    Paul H. Metzinger, President                  Neal Bartoletta, President


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