THIS  WARRANT  AND  THE SECURITIES RECEIVABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR  ANY  STATE  SECURITIES  LAW,  AND  MAY  NOT  BE  SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED  OR  OTHERWISE  DISPOSED  OF OR EXERCISED UNLESS (i) A REGISTRATION
STATEMENT  UNDER  THE  SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL
HAVE  BECOME  EFFECTIVE  WITH  REGARD  THERETO,  OR  (ii)  AN  EXEMPTION  FROM
REGISTRATION  UNDER  THE  SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS
AVAILABLE  IN  CONNECTION  WITH  SUCH  OFFER,  SALE  OR  TRANSFER.

Warrant  to  Purchase
5,000,000  shares
---------

WARRANT  TO  PURCHASE  COMMON  STOCK
OF
NANOPIERCE  TECHNOLOGIES,  INC.

THIS  CERTIFIES  that  Gemini  Investments,  Ltd.  or  any subsequent ("Holder")
hereof,  has  the right to purchase from NANOPIERCE TECHNOLOGIES, INC., a Nevada
corporation (the "Company"), up to 5,000,000 fully paid and nonassessable shares
of  the  Company's  Common  Stock,  no  par  value  ("Common Stock"), subject to
adjustment as provided herein, at a price equal to the Exercise Price as defined
in  Section 3 below, at any time beginning on the Date of Issuance and ending at
5:00  p.m.,  New  York,  New  York  time,  on  December  10,  2004.

The  Holder  of this Warrant agrees with the Company that this Warrant is issued
and  all  rights  hereunder  shall  be  held  subject  to all of the conditions,
limitations  and  provisions  set  forth  herein.

1.  Date  of  Issuance.
    -------------------

This  Warrant  shall  be  deemed  to  be  issued  on  December 10, 1999("Date of
Issuance").

2.  Exercise.
    --------

    (a)  Manner of Exercise.  On or after the Date of Issuance, this Warrant may
be  exercised  as  to  all  or  any lesser number of full shares of Common Stock
covered  hereby  upon surrender of this Warrant, with the Exercise Form attached
hereto  duly  executed,  together  with  the  full Exercise Price (as defined in
Section 3) for each share of Common Stock as to which this Warrant is exercised,
at  the  office  of  the  Company, 370 17th Street, Suite 3580, Denver, Colorado
80202;  Attention:  President,  Telephone  No.  (303)592-1010,  Telecopy  No.
(303)592-1054, or at such other office or agency as the Company may designate in
writing,  by  overnight mail, with an advance copy of the Exercise Form attached
as  Exhibit  A ("Exercise Form") by facsimile (such surrender and payment of the
Exercise  Price  hereinafter  called  the  "Exercise  of  this  Warrant").

    (b)  Date  of  Exercise.  The  "Date  of  Exercise"  of the Warrant shall be
defined  as  the  date  that  the  advance  copy of the Exercise Form is sent by
facsimile  to  the Company, provided that the original Warrant and Exercise Form
are  received  by the Company as soon as practicable thereafter.  Alternatively,
the  Date of Exercise shall be defined as the date the original Exercise Form is
received  by  the  Company,  if Holder has not sent advance notice by facsimile.



                                           57

<PAGE>




    (c)  Cancellation  of  Warrant.  This  Warrant  shall  be  canceled upon its
Exercise,  and,  as  soon  as  practical  after the Date of Exercise, the Holder
hereof  shall  be  entitled  to  receive  Common  Stock for the number of shares
purchased  upon such Exercise, and if this Warrant is not exercised in full, the
Holder  shall be entitled to receive a new Warrant or Warrants (containing terms
identical  to this Warrant) representing any unexercised portion of this Warrant
in  addition  to  such  Common  Stock.

    (d)  Holder  of Record.  Each person in whose name any Warrant for shares of
Common  Stock  is  issued  shall, for all purposes, be deemed to have become the
Holder  of  record  of  such  shares  on  the  Date of Exercise of this Warrant,
irrespective of the date of delivery of such shares of Common Stock.  Nothing in
this  Warrant shall be construed as conferring upon the Holder hereof any rights
as  a  shareholder  of  the  Company.

3.  Payment  of  Warrant  Exercise  Price.
    -------------------------------------

The  Exercise  Price shall be Thirty Cents ($0.30) per share ("Exercise Price").

Payment  of  the  Exercise  Price  may  be made by either of the following, or a
combination  thereof,  at  the  election  of  Holder:

    (i)  Cash  Exercise:  cash,  certified  check  or  cashiers  check  or  wire
transfer;  or

    (ii)  Cashless  Exercise:  subject  to  the last sentence of this Section 3,
surrender  of  this Warrant at the principal office of the Company together with
notice  of  cashless  election,  in which event the Company shall issue Holder a
number  of  shares  of  Common  Stock  computed  using  the  following  formula:

        X  =  Y  (A-B)/A

where:  X  =  the  number  of  shares  of  Common  Stock to be issued to Holder.

        Y = the number of shares of Common Stock for which this Warrant is being
exercised.

        A  =  the  Market  Price  of  one  (1)  share  of  Common
Stock  (for  purposes of this Section 3(ii), the "Market Price" shall be defined
as  the  average closing price of the Common Stock for the five (5) trading days
prior  to the Date of Exercise of this Warrant (the "Average Closing Price"), as
reported  by the OTC Bulletin Board, or if the Common Stock is not traded on the
OTC  Bulletin  Board,  the Average Closing Price in the over-the-counter market;
provided,  however,  that if the Common Stock is listed on a stock exchange, the
Market Price shall be the Average Closing Price on such exchange.  If the Common
Stock  is/was  not  traded during the five (5) trading days prior to the Date of
Exercise,  then  the  closing  price  for  the last publicly traded day shall be
deemed  to be the closing price for any and all (if applicable) days during such
five  (5)  trading  day  period.

        B  =  the  Exercise  Price.

For  purposes  of  Rule  144 and sub-section (d)(3)(ii) thereof, it is intended,
understood and acknowledged that the Common Stock issuable upon exercise of this
Warrant in a cashless exercise transaction shall be deemed to have been acquired
at  the  time this Warrant was issued.  Moreover, it is intended, understood and
acknowledged that the holding period for the Common Stock issuable upon exercise
of  this  Warrant  in  a  cashless  exercise transaction shall be deemed to have
commenced  on  the  date  this  Warrant  was  issued.

                                           58
<PAGE>




NO  SUBSEQUENT  HOLDER  OF  THIS  WARRANT  SHALL HAVE THE RIGHT TO EXERCISE THIS
WARRANT PURSUANT TO THE CASHLESS EXERCISE METHOD SET FORTH IN (ii) ABOVE, UNLESS
THE  COMPANY  SPECIFICALLY CONSENTS, IN WRITING, TO AN AMENDMENT TO THIS WARRANT
PERMITTING  SUCH  METHOD  OF  EXERCISE.

4.  Transfer.
    --------

    (a)  Transfer  Rights.  Subject  to  the  provisions  of  Section  8 of this
Warrant,  this  Warrant may be transferred on the books of the Company, in whole
or  in  part,  in person or by attorney, upon surrender of this Warrant properly
endorsed.  This  Warrant  shall  be canceled upon such surrender and, as soon as
practicable  thereafter,  the  person  to  whom  such  transfer is made shall be
entitled  to receive a new Warrant or Warrants as to the portion of this Warrant
transferred,  and  the Holder of this Warrant shall be entitled to receive a new
Warrant  or  Warrants  as  to  the  portion  hereof  retained.

5.  Anti-Dilution  Adjustments.
    --------------------------

    (a)  Stock  Dividend.  If  the  Company shall at any time declare a dividend
payable in shares of Common Stock, then the Holder hereof, upon Exercise of this
Warrant  after  the record date for the determination of Holders of Common Stock
entitled to receive such dividend, shall be entitled to receive upon Exercise of
this  Warrant,  in  addition to the number of shares of Common Stock as to which
this Warrant is Exercised, such additional shares of Common Stock as such Holder
would  have  received  had this Warrant been Exercised immediately prior to such
record  date  and  the  Exercise  Price  will  be  proportionately  adjusted.

    (b)  Recapitalization or Reclassification.  If the Company shall at any time
effect a recapitalization, reclassification or other similar transaction of such
character  that  the  shares  of  Common  Stock  shall be changed into or become
exchangeable  for  a larger or smaller number of shares, then upon the effective
date thereof, the number of shares of Common Stock which the Holder hereof shall
be  entitled  to  purchase  upon  Exercise of this Warrant shall be increased or
decreased,  as the case may be, in direct proportion to the increase or decrease
in  the  number  of  shares  of Common Stock by reason of such recapitalization,
reclassification or similar transaction, and the Exercise Price shall be, in the
case  of  an  increase in the number of shares, proportionally decreased and, in
the  case  of  decrease  in the number of shares, proportionally increased.  The
Company  shall give the Warrant Holder the same notice it provides to holders of
Common  Stock  of  any  transaction  described  in  this  Section  5(b).

    (c)  Distributions.  If  the Company shall at any time distribute to Holders
of  Common  Stock  cash, evidences of indebtedness or other securities or assets
(other than cash dividends or distributions payable out of earned surplus or net
profits for the current or preceding year) then, in any such case, the Holder of
this  Warrant  shall be entitled to receive, upon exercise of this Warrant, with
respect to each share of Common Stock issuable upon such Exercise, the amount of
cash  or  evidences  of  indebtedness  or  other securities or assets which such
Holder  would  have  been entitled to receive with respect to each such share of
Common  Stock  as  a result of the happening of such event had this Warrant been
Exercised immediately prior to the record date or other date fixing shareholders
to  be affected by such event (the "Determination Date") or, in lieu thereof, if
the  Board  of  Directors of the Company should so determine at the time of such
distribution,  a  reduced  Exercise Price determined by multiplying the Exercise
Price  on  the  Determination  Date by a fraction, the numerator of which is the
result  of  such  Exercise  Price  reduced  by  the  value  of such distribution
applicable  to  one  share  of  Common Stock (such value to be determined by the
Board  in  its  discretion) and the denominator of which is such Exercise Price.

                                           59
<PAGE>




    (d)  Notice  of  Consolidation  or  Merger.  In  the  event  of  a  merger,
consolidation,  exchange  of  shares, recapitalization, reorganization, or other
similar  event, as a result of which shares of Common Stock of the Company shall
be  changed into the same or a different number of shares of the same or another
class  or  classes  of  stock  or  securities  or other assets of the Company or
another  entity  or  there  is  a sale of all or substantially all the Company's
assets  (a "Corporate Change"), then this Warrant shall be exercisable into such
class  and type of securities or other assets as the  Holder would have received
had  the  Holder  exercised  this  Warrant  immediately  prior to such Corporate
Change;  provided,  however,  that  Company  may not affect any Corporate Change
unless  it first shall have given thirty (30) business days notice to the Holder
hereof  of  any  Corporate  Change.

    (e)  Exercise  Price  Adjusted.  As used in this Warrant, the term "Exercise
Price"  shall  mean  the purchase price per share specified in Section 3 of this
Warrant,  until  the occurrence of an event stated in subsection (a), (b) or (c)
of this Section 5, and thereafter shall mean said price as adjusted from time to
time  in  accordance with the provisions of said subsection.  No such adjustment
under  this  Section  5  shall  be  made unless such adjustment would change the
Exercise  Price  at  the  time  by  $.01  or  more;  provided, however, that all
adjustments  not  so  made shall be deferred and made when the aggregate thereof
would  change the Exercise Price at the time by $.01 or more. No adjustment made
pursuant  to any provision of this Section 5 shall have the effect of increasing
the  Exercise  Price.  The number of shares of Common Stock subject hereto shall
increase  proportionately  with  each  decrease  in  the  Exercise  Price.

    (f) Adjustments: Additional Shares, Securities or Assets.  In the event that
at  any  time, as a result of an adjustment made pursuant to this Section 5, the
Holder  of this Warrant shall, upon Exercise of this Warrant, become entitled to
receive shares and/or other securities or assets (other than Common Stock) then,
wherever  appropriate,  all references herein to shares of Common Stock shall be
deemed  to  refer  to and include such shares and/or other securities or assets;
and thereafter the number of such shares and/or other securities or assets shall
be  subject to adjustment from time to time in a manner and upon terms as nearly
equivalent  as  practicable  to  the  provisions  of  this  Section  5.

    6.  Fractional  Interests.
        ---------------------

No  fractional  shares or scrip representing fractional shares shall be issuable
upon  the  Exercise of this Warrant, but on Exercise of this Warrant, the Holder
hereof  may  purchase  only  a  whole  number of shares of Common Stock.  If, on
Exercise  of  this  Warrant, the Holder hereof would be entitled to a fractional
share  of Common Stock or a right to acquire a fractional share of Common Stock,
such  fractional  share  shall be disregarded and the number of shares of Common
Stock  issuable  upon  conversion  shall  be  the  next higher number of shares.

    7.  Reservation  of  Shares.
        -----------------------

The  Company  shall  at all times reserve for issuance such number of authorized
and unissued shares of Common Stock (or other securities substituted therefor as
herein  above  provided)  as shall be sufficient for Exercise and payment of the
Exercise  Price  of  this  Warrant.  The  Company covenants and agrees that upon
Exercise of this Warrant, all shares of Common Stock issuable upon such Exercise
shall  be  duly and validly issued, fully paid, nonassessable and not subject to
preemptive  rights,  rights  of first refusal or similar rights of any person or
entity.


                                           60

<PAGE>




8.  Restrictions  on  Transfer.
    --------------------------

    (a)  Registration  or Exemption Required.  This Warrant has been issued in a
transaction  exempt  from  the registration requirements of the Act by virtue of
Section  4(2).  The  Warrant  and the Common Stock issuable upon exercise of the
Warrant  may  not be sold except pursuant to an effective registration statement
or an exemption to the registration requirements of the Act and applicable state
laws.

    (b)  Registration  Rights.  The  Company shall within One Hundred and Twenty
(120) days of the date of this Warrant prepare and file a Registration Statement
with  the  SEC, no more than once, under the Securities Act of 1933, registering
this  Warrant and the shares underlying this Warrant.  The Company agrees to use
its  best  efforts to cause the above filing to become effective, as promptly as
possible.

    (c) Assignment.  Assuming the conditions of (a) above regarding registration
or  exemption have been satisfied, the Holder may sell, transfer, assign, pledge
or  otherwise dispose of this Warrant, in whole or in part. Holder shall deliver
a  written  notice  to  Company,  substantially  in  the  form of the Assignment
attached  hereto  as  Exhibit  B,  indicating  the person or persons to whom the
Warrant  shall  be assigned and the respective number of warrants to be assigned
to  each assignee. The Company shall effect the assignment within ten (10) days,
and  shall deliver to the assignee(s) designated by Holder a Warrant or Warrants
of  like  tenor  and  terms  for  the  appropriate  number  of  shares.

9.  Benefits  of  this  Warrant.
    ---------------------------

Nothing  in this Warrant shall be construed to confer upon any person other than
the  Company and the Holder of this Warrant any legal or equitable right, remedy
or claim under this Warrant and this Warrant shall be for the sole and exclusive
benefit  of  the  Company  and  the  Holder  of  this  Warrant.

10.  Applicable  Law.
     ---------------

This  Warrant  is  issued  under  and  shall for all purposes be governed by and
construed  in  accordance  with  the laws of the state of Nevada, without giving
effect  to  conflict  of  law  provisions  thereof.

11.  Loss  of  Warrant.
     -----------------

Upon  receipt  by  the  Company  of  evidence of the loss, theft, destruction or
mutilation  of  this Warrant, and (in the case of loss, theft or destruction) of
indemnity or security reasonably satisfactory to the Company, and upon surrender
and  cancellation  of  this Warrant, if mutilated, the Company shall execute and
deliver  a  new  Warrant  of  like  tenor  and  date.

12.  Notice  or  Demands.
     -------------------

Notices or demands pursuant to this Warrant to be given or made by the Holder of
this Warrant to or on the Company shall be sufficiently given or made if sent by
certified  or  registered  mail,  return receipt requested, postage prepaid, and
addressed,  until  another  address  is designated in writing by the Company, to
Attention:  President,  Nanopierce  Technologies,  Inc.,  370 17th Street, Suite
3580, Denver, Colorado 80202, Attention: President, Telephone No. (303)592-1010,
Telecopy  No.  (303)592-1054.

                                           61
<PAGE>



Notices  or  demands pursuant to this Warrant to be given or made by the Company
to  or on the Holder of this Warrant shall be sufficiently given or made if sent
by  certified or registered mail, return receipt requested, postage prepaid, and
addressed,  to  the  address  of  the Holder set forth in the Company's records,
until  another  address  is  designated  in  writing  by  Holder.

13.  Exercise  restrictions.
     -----------------------

When  and  if  the  Company has its common shares registered pursuant to Section
12(g)  of  the  Securities  Act  of  1934,  the, notwithstanding anything to the
contrary set forth in this Warrant, in no event shall any holder of this Warrant
be  entitled  to  exercise  any  portion of this Warrant to the extent that such
exercise,  upon giving effect to such exercise, would cause the aggregate number
of shares of Common Stock beneficially owned by the Holder and its affiliates to
exceed  9.99%  of  the  outstanding  shares  of  the Common Stock following such
exercise.  If  any  court  of  competent  jurisdiction  shall determine that the
foregoing  limitation is ineffective to prevent the Holder from being deemed the
beneficial  owner  of  more  than  9.9% of the then outstanding shares of Common
Stock,  then  the  Company  shall  purchase from the Holder such portion of this
Warrant  (the  "Redemption  Portion") as is necessary to cause such Holder to be
deemed the beneficial owner of not more than 9.9% of the then outstanding shares
of  Common  Stock.  Upon such determination by a court of competent jurisdiction
and such redemption by the Company, the Redemption Portion shall immediately and
without further action be deemed returned to the Seller, subject only to payment
in  full by the Seller of the Redemption Amount (as defined below) and the Buyer
shall  have no interest in or rights under such Redemption Portion other than to
receive  cash  in the amount of the Redemption Amount.  Such redemption shall be
for  cash  at  a  redemption  price  equal  to 122.5% of the Exercise Price (the
"Redemption  Amount") and shall be paid within three (3) business days after the
redemption  described  herein  is  deemed  to  have  occurred  as stated herein.

IN WITNESS WHEREOF, the undersigned has executed this Warrant as of the 10th day
of  December,  1999.

                                      NANOPIERCE  TECHNOLGOIES,  INC.


                                      By:  ________________________________
                                           Print  Name:  Paul  H.  Metzinger
                                           Title:  President  &  Chief Executive
Officer


















                                           62

<PAGE>




EXHIBIT  A

EXERCISE  FORM

TO:  NANOPIERCE  TECHNOLOGIES,  INC.

The  undersigned hereby irrevocably exercises the right to purchase ____________
of  the  shares  of  Common  Stock  of  NANOPIERCE  TECHNOLOGIES, INC., a Nevada
corporation  (the  "Company"),  evidenced  by the attached Warrant, and herewith
makes  payment of the Exercise Price with respect to such shares in full, all in
accordance  with  the  conditions  and  provisions  of  said  Warrant.

1.  The  undersigned agrees not to offer, sell, transfer or otherwise dispose of
any  of  Common  Stock obtained on exercise of the Warrant, except in accordance
with  the  provisions  of  Section  8(a)  of  the  Warrant.

2.  The  undersigned  requests that stock certificates for such shares be issued
free  of  any  restrictive  legend,  and  a warrant representing any unexercised
portion  hereof be issued, pursuant to the Warrant in the name of the Registered
Holder  and  delivered  to  the  undersigned  at  the  address  set forth below:

Dated:

________________________________________________________________________
                     Signature  of  Registered  Holder

________________________________________________________________________
                     Name  of  Registered  Holder  (Print)

________________________________________________________________________
                     Non-U.S.  Address





























                                           63

<PAGE>




EXHIBIT  B

ASSIGNMENT

(To  be  executed  by  the  registered  Holder
desiring  to  transfer  the  Warrant)

FOR VALUE RECEIVED, the undersigned Holder of the attached Warrant hereby sells,
assigns  and  transfers  unto  the  person  or  persons below named the right to
purchase  _______  shares  of  the Common Stock of NANOPIERCE TECHNOLOGIES, INC.
evidenced  by  the  attached  Warrant and does hereby irrevocably constitute and
appoint  _______________________  attorney  to  transfer the said Warrant on the
books  of  the  Company,  with  full  power  of  substitution  in  the premises.

Dated:                                ______________________________
                                      Signature


Fill  in  for  new  Registration  of  Warrant:

_________________________________________
               Name

_________________________________________
               Address

_________________________________________
Please  print  name  and  address  of  assignee
(including  zip  code  number)

_______________________________________________________________________

NOTICE

The  signature  to  the foregoing Exercise Form or Assignment must correspond to
the  name  as written upon the face of the attached Warrant in every particular,
without  alteration  or  enlargement  or  any  change  whatsoever.
________________________________________________________________________




















                                           64

<PAGE>