EMPLOYMENT AGREEMENT

                              EMPLOYMENT AGREEMENT

      EMPLOYMENT AGREEMENT (this "Agreement") effective as of June 1, 2006
between BioForce Nanosciences Holdings, Inc (the "Company"), a Nevada
corporation, and Kerry M. Frey (the "Employee"), a resident of the State of
Illinois.

      WHEREAS, the Company wishes to employ the Employee to render services for
the Company on the terms and conditions set forth in this Agreement and the
Employee wishes to be retained and employed by the Company on such terms and
conditions.

      NOW, THEREFORE, in consideration of the premises, the mutual agreements
set forth below and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:

      1. Employment. The Company hereby employs the Employee, and the Employee
accepts such employment and agrees to perform services for the Company, for the
period and upon the other terms and conditions set forth in this Agreement.

      2. Term. Unless terminated at an earlier date in accordance with Section 9
of this Agreement, the term of the Employee's employment hereunder shall be for
a period of three years, commencing on June 1, 2006. Thereafter, the term of
this Agreement shall be automatically extended for successive one-year periods
unless either party objects to such extension by written notice to the other
party at least 30 days prior to the expiration of the initial term or any
extension term.

      3. Position and Duties.

      (a) Service with Company. During the term of the Employee's employment,
the Employee agrees to serve as Chief Operating Officer of the Company. The
position reports to the President & Chief Executive Officer.

      (b) Performance of Duties. The Employee agrees to serve the Company
faithfully and to the best of his ability during his employment by the Company.
The Employee hereby confirms that he is under no contractual commitments
inconsistent with his obligations set forth in this Agreement and that during
the term of this Agreement, he will not render or perform services for any other
corporation, firm, entity or person which are inconsistent with the provisions
of this Agreement, unless agreed to by the Board of Directors. While he remains
employed by the Company, the Employee may participate in reasonable charitable
activities, personal business activities and personal investment activities so
long as such activities do not interfere with the performance of his obligations
under this Agreement.

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      4. Compensation.

      (a) Base Salary. As compensation in full for all services to be rendered
by the Employee under this Agreement, the Company shall pay to the Employee a
base salary of $165,000 per year, less deductions and withholdings, which salary
shall be paid on a monthly basis in arrears in accordance with the Company's
normal payroll procedures and policies. The compensation payable to the Employee
during each year after the first year of the Employee's employment shall be
$185,000 for year two and $205,000 for year three.

      (b) Additional Compensation. In the course of the employee's normal
activities the employee may achieve key milestones related to, for example, fund
raising, patents, sales, and other business goals. At its discretion the Board
may award additional compensation for accomplishments of this nature.

      (c) Participation in Benefit Plans. While he is employed by the Company,
the Employee shall also be eligible to participate in all employee benefit plans
or programs of the Company to the extent that the Employee meets the
requirements for each individual plan. The Company provides no assurance as to
the adoption or continuance of any particular employee benefit plan or program,
and the Employee's participation in any such plan or program shall be subject to
the provisions, rules and regulations applicable thereto. The costs for
participation by the employee and his family shall be paid for by the Company.

      (d) Expenses. The Company will pay or reimburse the Employee for all
reasonable and necessary out-of-pocket expenses incurred by him in the
performance of his duties under this Agreement, subject to the Company's normal
policies for expense verification.

      (e) Vacation. While he is employed by the Company, the Employee shall be
entitled to five weeks paid vacation time for the first calendar year. Vacation
time will increase by one week on the start of the second year of this agreement
and by one week on the start of the third year of this agreement. Unused
vacation may be carried forward to use in subsequent years.

      5. Confidential Information. Except as permitted or directed by the
Company's Board of Directors, during the term of his employment or at any time
thereafter, the Employee shall not divulge, furnish or make accessible to anyone
or use in any way (other than in the ordinary course of the business of the
Company) any confidential or secret knowledge or information of the Company that
the Employee has acquired or become acquainted with or will acquire or become
acquainted with prior to the termination of the period of his employment by the
Company (including employment by the Company or any affiliated companies prior
to the date of this Agreement), whether developed by himself or by others,
concerning any trade secrets, confidential or secret designs, processes,
formulae, plans, devices or material (whether or not patented or patentable)
directly useful in any aspect of the business of the Company, any customer or
supplier lists of the Company, any confidential or secret development or
research work of the Company, or any other confidential information or secret
aspects of the business of the Company. The Employee acknowledges that the
above-described knowledge or information constitutes a unique and valuable asset
of the Company and represents a substantial investment of time and expense by
the Company, and that any disclosure or other use of such knowledge or
information other than for the sole benefit of the Company would be wrongful and


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would cause harm to the Company. Both during and after the term of his
employment, the Employee will refrain from any acts or omissions that would
reduce the value of such knowledge or information to the Company. The foregoing
obligations of confidentiality shall not apply to any knowledge or information
that is now published or which subsequently becomes generally publicly known in
the form in which it was obtained from the Company, other than as a direct or
indirect result of the breach of this Agreement by the Employee.

      6. Ventures. If, during the term of his employment the Employee is engaged
in or associated with the planning or implementing of any project, program or
venture involving the Company and a third party or parties, all rights in such
project, program or venture shall belong to the Company. Except as approved by
the Company's Board of Directors, the Employee shall not be entitled to any
interest in such project, program or venture or to any commission, finder's fee
or other compensation in connection therewith other than the compensation to be
paid to the Employee as provided in this Agreement.

      7. Non-competition Covenant.

      (a) Agreement Not to Compete. During the term of his employment with the
Company and for a period of one year after the termination of such employment
(whether such termination is with or without cause, or whether such termination
is occasioned by the Employee or the Company), he shall not directly engage in
competition with the Company.

      (b) Geographic Extent of Covenant. The obligations of the Employee under
section 7(a) shall apply to any geographic area in which the Company (i) has
engaged in business during the term of this Agreement through production,
promotional, sales or marketing activity, or otherwise, or (ii) has otherwise
established its goodwill, business reputation or any other customer or supplier
relations.

      (c) Limitation of Covenant. Ownership by the Employee, as a passive
investment of less than ten percent of the outstanding shares of capital stock
of any corporation listed on a national securities exchange or publicly traded
shall not constitute a breach of this Section 7.

      (e) Acknowledgment. The Employee agrees that the restrictions and
agreements contained in this Section 7 are reasonable and necessary to protect
the legitimate interests of the Company.

      (f) Blue Pencil Doctrine. If the duration or geographical extent of, or
business activities covered by, this Section 7 are in excess of what is valid
and enforceable under applicable law, then such provision shall be construed to
cover only that duration, geographical extent or activities that are valid and
enforceable.


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<PAGE>

      8. Patent and Related Matters.

      (a) Disclosure and Assignment. The Employee will disclose in writing to
the Company complete information concerning each and every invention, discovery,
improvement, device, design, apparatus, practice, process, method or product,
whether patentable or not, made, developed, perfected, devised, conceived or
first reduced to practice by the Employee, either solely or in collaboration
with others, during the term of this Agreement relating either directly to the
business, products, practices or techniques of the Company ("Developments"). The
Employee, to the extent that he has the legal right to do so, hereby
acknowledges that any and all of the Developments are the property of the
Company and hereby assigns and agrees to assign to the Company any and all of
the Employee's right, title and interest in and to any and all of the
Developments. At the request of the Company, the Employee will confer with the
Company and its representatives for the purpose of disclosing all Developments
to the Company as the Company shall reasonably request during the period of the
Employee's employment with the Company.

      (b) Limitation on Sections 8. The provisions of Section 8 shall not apply
to any Development meeting the following conditions:

             (i) such Development was developed entirely on the Employee's own
      time;

            (ii) such Development does not relate (A) directly to the business
      of the Company or (B) to the Company's actual or demonstrably anticipated
      research or development.

      (c) Assistance of the Employee. Upon request and without further
compensation therefore, but at no expense to the Employee, the Employee will do
all lawful acts, including but not limited to, the execution of papers and
lawful oaths and the giving of testimony, that in the opinion of the Company,
may be necessary or desirable in obtaining, sustaining, reissuing, extending and
enforcing United States and foreign copyrights and Letters Patent, including but
not limited to, design patents, on the