UNSECURED  CORPORATE
PROMISSORY  NOTE
$80,000.00
Denver,  Colorado
Date:   December  23,  1999
FOR  VALUE  RECEIVED,  Nanopierce  Technologies,  Inc.  (hereinafter  the
"Undersigned")  promises  to  pay  to the order of Growth Venture$, Inc. Pension
Plan  &  Trust,  the  principal sum of Eighty Thousand Dollars ($80,000.00) with
interest  thereon  at  the  rate  of  8%  per  annum from the date of this Note.
This  Note shall, at the option of the Holder hereof; become immediately due and
payable,  without  notice  or  demand,  upon  the  happening  of  any one of the
following  specified  events:
    (1)  failure  to  pay  any  amount  as  herein  set  forth;
    (2)  in  the  performance  of  any  obligation  to  the  Holder  hereunder;
    (3)  insolvency  (however  evidenced)  or  the  commission  of  an  act  of
insolvency;
    (4)  the  making  of  a general assignment for the benefit of creditors; and
    (5)  the  filing of any petition or the commencement of any proceeding by or
against  the  Undersigned  or any endorser or guarantor for any relief under any
bankruptcy  or  insolvency  laws, or any laws relating to the relief of debtors,
readjustment  of  indebtedness,  reorganization,  compositions  or  extensions.

Otherwise  this  Note  shall  be  due  on  May  23,  2000.

Holder  shall  have  the  right  at  any  time  prior to payment, to convert the
principal  and interest of this Note into restricted common shares of Nanopierce
Technologies,  Inc.,  at  $0.40  per  share.
The  Undersigned  hereby  waives  presentment,  demand  for  payment,  notice of
dishonor  and  any  or  all  other  notices  or  demands  in connection with the
delivery,  acceptance,  performance,  default  or  enforcement  of this Note and
hereby  consents  to  any extensions of time, renewals, releases of any party to
this  Note,  waivers or modifications that may be granted or consented to by the
Holder  in  respect of the time of payment or any other provisions of this Note.
Upon  default  of payment hereunder, the Holder may at Holder's election, unless
Holder has previously exercised Holder's right to make this Note immediately due
and payable, accept payment of all amounts in arrears and, in the event that any
such  defaulted  payment  at  the  time of such payment is more than ten days in
arrears, the Undersigned further agrees to pay in addition to other amounts due,
a  late charge equal to five cents for each dollar of the principal amount so in
arrears.  In the event the Holder shall institute any action for the enforcement
or the collection of the monies due on this Note, there shall be immediately due
from  the  Undersigned,  in  addition to the unpaid principal, interest and late
charges, all costs and expenses of such action, and an attorney's fee of fifteen
percent  of  the  amount  then  owing  unpaid  by  the  Undersigned.
                              THE  UNDERSIGNED,
                              NANOPIERCE  TECHNOLOGIES,  INC.

                              __________________________________________________
                              PAUL  H.  METZIGNER,  PRESIDENT  & CHIEF EXECUTIVE
OFFICER









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The  execution  and attestation hereof by Paul H. Metzinger, President and Chief
Executive  Officer and by Kristi J. Kampmann, Secretary of the Undersigned shall
in  and  of  itself;
    (a)  constitute  notice  to  all persons that as President & Chief Executive
Officer  and  Secretary  of  the  Undersigned  they  have  been duly and validly
authorized  to  execute  and  attest  this  Note;
    (b)  constitute  an acknowledgment to all persons that it is their voluntary
act  and  deed  and  the  act  and  deed  of  the  Undersigned;  and
    (c)  constitute  an acknowledgment to all persons that the signatures of the
President  & Chief Executive Officer and of the Secretary of the Undersigned are
the  original,  manual,  true and undeniable signatures of the President & Chief
Executive  Officer  and Secretary of the Undersigned; that this Note is made and
delivered  in  the  State  of  Colorado and shall be governed by the laws of the
State of Colorado and that the Undersigned consents to the personal jurisdiction
of the courts of the State of Colorado, for all purposes, in connection with the
enforcement  of  this  Note.

ATTEST:                               THE  UNDERSIGNED
                                      NANOPIERCE  TECHNOLOGIES,  INC.

By:  _________________________________     By:  ________________________________
       Kristi  J.  Kampmann,  Secretary       Paul  H.  Metzinger,  President  &
                                           Chief  Executive  Officer



































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