<FILENAME>v039868_ex10-1.txt

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                             ADVANCE NANOTECH, INC.

                            DIRECTOR COMPENSATION AND

                       CONFIDENTIAL INFORMATION AGREEMENT



         This Director Compensation and Confidential Information Agreement (this

"Agreement"), effective April 5, 2006 (the "Effective Date"), is entered into by

and between Advance Nanotech, Inc., a Colorado corporation (the "Company"),

having offices at 600 Lexington Avenue, New York, NY 10022 and Joseph Parkinson

(the "Director"), residing at 123 West Highland View Drive, Boise, ID, 83702.



         WHEREAS, the Company seeks to attract, retain and motivate qualified

directors, to enhance the long-term mutuality of interest between directors and

stockholders, and to protect the proprietary and confidential aspects of the

Company's business, and, therefore, sees fit to compensate the Director as

described further herein;



         WHEREAS, as a member or prospective member of the Board of Directors of

the Company (the "Board"), Director has or will have access to and receive

information regarding the Company, it products, services, and business processes

and business plans and other confidential and proprietary information, as

described further herein;



         WHEREAS, execution of this Agreement is a condition of Director's

election, access to confidential and proprietary information of the Company and

compensation hereunder;



         NOW, THEREFORE, in consideration of the mutual promises and covenants

contained herein, and other good and valid consideration that is mutually

acceptable to the parties, the receipt and sufficiency of which are hereby

acknowledged, the Company and Director (the "Parties") hereby agree, and, if

Director is currently a member of the Board, the terms and conditions of

Director's election to the Board are hereby amended and restated, as follows:



     1. Covenants of Company and Director.



         a. In reliance upon the representations and warranties of Director as

set forth herein, the Company agrees to provide certain Confidential Information

(as hereinafter defined) to Director in his capacity as a member of the Board,

from time to time.



         b. Director agrees, represents, and warrants to maintain the

confidentiality of such Confidential Information (as hereinafter defined) as set

forth herein.



         c. Director hereby affirms and agrees that the covenants contained

herein are made by Director in consideration of Director (i) being elected to

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