EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement"), made and entered into as of January
1,  2000,  by  and  between Nanopierce Technologies, Inc. (the "Corporation"), a
Nevada  corporation,  and  Kristi  J. Kampmann, an individual with his principal
business  address  at 370 Seventeenth Street, Suite 3580, 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 Chief Financial 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  one  year (the "Initial Term") commencing on January 1, 2000 (the "Effective
Date") and terminating on December 31, 2000, subject to the extension or earlier
expiration of the Initial Term as provided in this Agreement.  Within forty-five
(45)  days  of  December  31,  2000  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 3580, Denver, Colorado 80202, or such
other  location upon which the Corporation and Executive shall mutually agree at
which  location  Executive  shall  carry  out  her  duties.

2.  Duties.
----------

    (a)  During  the  period of employment as provided in Paragraph 1(b) hereof,
Executive  shall  serve as Chief Financial 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:












                                           22

<PAGE>




         (i)  Chief  Financial Officer.  The primary duties and responsibilities
of  the  Chief  Financial Officer consist of the following: to establish overall
financial practices and procedures necessary to maintaining effective accounting
control  over all aspects of the Corporation and its subsidiaries.  In addition,
the Chief Financial officer will have primary responsibility for the appropriate
management  and  investment  of  the corporation's assets, particularly cash, to
maximize  the highest possible rate of return.  Additional responsibilities will
include dealing primarily with the Corporation's independent auditors, financial
institutions,  particularly  commercial  banks  and  financial  analysts,  the
preparation,  based  upon information obtained from appropriate personnel, of an
annual  budget,  both  consolidated  and  unconsolidated  and additional interim
reports  as  will  permit her to maintain effective control and supervision on a
continuing  basis  of  the  Corporation's  financial  results  or operations and
financial  status,  and  such  further  responsibilities  as  are  delegated  to
Executive  by  the  President  and  Chief  Executive Officer of the Corporation.

    (b)  Executive  shall  devote  substantially  her  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 her 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 her personal investments or investing her
assets  in  such  form or manner as will not require any significant services on
her  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 she 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 her employment under
this  Agreement  she will engage in no business or other activities, directly or
indirectly,  which  are or may be competitive with or which might place her 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 she has performed services by virtue of
this  Agreement  or who she has met in connection with her employment under this
Agreement.

3.  Compensation.
----------------

    (a)  Base  Salary.  For  services performed by Executive for the Corporation
pursuant to this Agreement during the first year January 1, 2000 to December 31,
2000,  the  Corporation  shall  pay  Executive  a  base  salary  at  the rate of
$42,000.00  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.


                                           23

<PAGE>




    (b)  Tax  Withholding.  The Corporation shall provide for the withholding of
any  taxes  required to be withheld by federal, state and local law with 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  her  dependents,  at  Executive's request shall be
enrolled in the Corporation's health, life, disability and other insurance plans
and  programs  immediately  upon  her  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 her
in  the  course  of  the  performance  of her 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.


                                           24

<PAGE>




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 her performance of her 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 she is bound, and (b) there are no
agreements  or  understandings that would make unlawful Executive's execution or
delivery  of  this  Agreement  or  her  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 her 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  her  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;

                                           25
<PAGE>




         (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 her 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  her  option,  terminate  her
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

         (vi)  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 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.


                                           26

<PAGE>



    (d)  Executive's  Rights  to  Terminate.  Executive  may,  at  her  option,
terminate  her  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 her 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  her  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 her 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 her
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 her Base Salary from the Date of Termination at the rate in effect on
the  Date of Termination through the next anniversary of the Effective Date; and
(ii)  to  continue to provide Executive with the benefits set forth in Paragraph
4(a)  through  the  next  anniversary  of  the  Effective  Date.

    (b)  Voluntary.  If  Executive terminates her 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  her 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.

                                           27
<PAGE>



    (c)  Cause.  If  Executive's  employment  shall  be  terminated  by  the
Corporation for "Cause" the Corporation shall continue to pay Executive her 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 her 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  her  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  her  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 her 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  her  Base  Salary  at  the  rate in effect on the Date of Termination
through the next anniversary of the Effective Date; 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  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.





                                           28

<PAGE>




    (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  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.

                                           29

<PAGE>




         (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.







                                           30

<PAGE>




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  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.




                                           31

<PAGE>




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.

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:

         Kristi  J.  Kampmann
         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.





                                            32

<PAGE>




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 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.



                                           33

<PAGE>




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.


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:  __________________________________
                                      Paul  H.  Metzinger,  President  &  CEO

                                 EXECUTIVE


                                 By:  _________________________________
                                      Kristi  J.  Kampmann


























                                           34

<PAGE>