EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this "Agreement"), effective as of August 13, 2007,

between BioForce Nanosciences Holdings, Inc (the "Company"), a Nevada

corporation, and Gregory D. Brown (the "Employee"), a resident of the State of

Iowa.

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 expire

May 31, 2009. 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 this Agreement, the Employee

shall serve as the Executive Vice President, Chief Financial Officer and

Treasurer of the Company, or in such other executive capacity as may be assigned

to the Employee, and shall perform all duties commensurate with the Employee's

position and as may be assigned to the Employee by the Chairman of the Board of

Directors or the Chief Executive Officer of the Company or such other person(s)

as may be designated by the Board of Directors of the Company (the "Board"). The

Employee shall report to the Chairman of the Board or the Chief Executive

Officer or such other person(s) as may be designated by the Board and shall at

all times keep the Chairman of the Board and the Chief Executive Officer (or

such other officer as the Chairman of the Board, the Chief Executive Officer or

the Board may designate from time to time) promptly and fully informed (in

writing if so requested) of the Employee's conduct and of the business or

affairs of the Company, and provide such explanations of the Employee's conduct

as may be required.

(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

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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.

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

minimum monthly salary of $12,916.67 per month, less deductions and

withholdings, which salary shall be paid in twice monthly increments in arrears

or otherwise as in accordance with the Company's normal payroll procedures and

policies.

(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. The

Employee shall receive a one time bonus of up to $25,000 if an equity financing

is closed in 2007, with the exact amount of the bonus to be determined by and at

the discretion of the Chief Executive Officer.

(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.

The Employee acknowledges that as specified in his employment offer letter dated

December 27, 2006, he has received a stock option grant whereby he has the

option to purchase 300,000 shares of Company stock vesting in equal annual 1/3

increments starting January 17, 2007, at an exercise price equal to the fair

market value as defined in the stock option plan governing the grant. The

Employee also acknowledges that he has received up to $10,000 in reasonable

moving and incidental expenses associated with his relocation to Ames, Iowa.

(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 four weeks paid vacation time per calendar year. 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

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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

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.

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(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.

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