Note and Warrant Purchase Agreement

                      Note and Warrant Purchase Agreement

      This NOTE AND WARRANT PURCHASE AGREEMENT, dated as of July 29, 2005 (this
"Agreement"), is by and among BioForce Nanosciences, Inc., a Delaware
corporation (the "Company"), as seller, and FCPR SGAM Biotechnology Fund (the
"Investor"), as purchaser. The Company and the Investor are referred to
collectively as the "Parties," and individually as a "Party."

                                    RECITALS

      WHEREAS, the Investor is an existing stockholder of the Company; and

      WHEREAS, the Company desires to borrow from the Investor and the Investor
desires to loan to the Company $1,000,000 in accordance with the terms and
conditions contained herein.

      NOW THEREFORE, upon the terms and subject to the conditions set forth in
this Agreement, the receipt and sufficiency of which are hereby acknowledged,
the Parties hereby agree as follows:

                                    ARTICLE I

                                  DEFINED TERMS

       Unless otherwise defined in the text of this Agreement, all capitalized
terms have the meanings attributed to them in Appendix A, which is incorporated
herein by reference.

                                    ARTICLE II

                         PURCHASE AND SALE OF THE NOTES

      Section 2.01 Loans.

            (a) The Investor agrees, subject to the terms and conditions set
forth herein, to make a loan to the Company on the First Closing Date, in the
aggregate amount of $500,000 (the "First Loan"). The obligations of the Company
to repay the First Loan shall be evidenced by the Company's convertible
unsecured promissory note in the form attached hereto as Exhibit A (the "First
Note").

            (b) Upon not less than ten (10) days' prior written notice to the
Investor by the Company's submission of a written request, the Investor agrees,
subject to the terms, conditions and requirements set forth herein, to make an
additional loan of $500,000 (the "Second Loan"; the Second Loan and the First
Loan are collectively referred to as the "Loans," and each as a "Loan"). The
obligations of the Company to repay the Second Loan shall be evidenced by the
Company's unsecured promissory note also in the form attached hereto as Exhibit
A (the

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"Second Note"; the Second Note and the First Note are collectively referred to
as the "Notes," and each as a "Note").

      Section 2.02 Warrants.

            (a) As an inducement for the Investor to convert the First Loan, but
subject to the provisions of Section 2.02(b), the Company shall issue and
deliver to the Investor upon the conversion of the First Note held by the
Investor, a warrant to purchase that number of Common Shares equal to five
percent (5%) of the Future Securities per month, for up to a maximum of four
months, for a maximum number of Common Shares equal to twenty percent (20%) of
the Future Securities. Such warrant (the "First Warrant") shall be substantially
in the form of Exhibit B. The exercise price for the First Warrant shall be
equal to $0.01 per share. The First Warrant shall expire on the fifth (5th)
anniversary of the issuance date of the First Warrant.

            (b) If the Second Closing Date occurs at any time prior to the
closing of the Company's sale or issuance of its Common Stock, Preferred Stock,
or other equity securities convertible into Common Stock for cash (excluding
securities issued pursuant to outstanding options or upon conversion of the
Notes) in one transaction or a series of transactions occurring after the date
hereof, which results in the receipt by the Company of at least $1,000,000 in
proceeds from any combination of (a) Wellmark Blue Cross and Blue Shield of
Iowa, (b) Iowa Farm Bureau, (c) The Principal Financial Group and/or (d) other
institutional investors who invest in the Second Notes (the "Tranche lB
Investors") (a "Tranche lB Financing"), then the Company shall issue and deliver
to the Investor, upon the conversion of the Second Note held by the Investor, a
warrant to purchase a number of Common Shares equal to five percent (5%) of the
Future Securities per month, for up to four months, for a total number of Common
Shares equal to twenty percent (20%) of the Future Securities. Such warrant (the
"Second Warrant") shall be substantially in the form of Exhibit B. The exercise
price for the Second Warrant shall be equal to $0.01 per share. The Second
Warrant shall expire on the fifth (5th) anniversary of the issuance date of the
First Warrant.

      Section 2.03 Closing Date. The closing for the purchase and sale of the
First Note shall take place at the latest at 10:00 A.M. (local time) on July 29,
2005 (the "First Closing Date"), and with respect to the purchase and sale of
the Second Note, on the date and at the time designated by the Company in its
written request (the "Second Closing Date"), or on such other dates at such
other times or place as the Parties may agree. The First Closing Date and the
Second Closing Date shall collectively be referred to herein as the "Closing
Dates" and sometime individually as a "Closing Date."

                                   ARTICLE III

                              CONDITIONS TO CLOSING

      Section 3.01 Investor's Conditions to Closing. The obligation of the
Investor to make any given Loan and perform its obligations contemplated hereby
at the Closing Date for such Loan is subject to the satisfaction of the
following conditions precedent, any of which may be waived by the Investor in
its sole discretion:


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            (a) Accuracy of Representations and Warranties. Each representation
and warranty of the Company contained in this Agreement shall be true and
correct in all material respects when made and as of such Closing Date.

            (b) Performance. The Company shall have performed and complied with
in all material respects all covenants, agreements and conditions contained in
this Agreement required to be performed or complied with by the Company prior to
or at such Closing Date.

            (c) Certificates and Documents. The Company shall have delivered to
the Investor on or before such Closing Date, in a form reasonably acceptable to
the Investor, a certificate of the Secretary of the Company dated as of such
Closing Date, certifying as to a copy of the resolutions of the Board of
Directors of the Company authorizing and approving (A) the Company's execution,
delivery and performance of this Agreement and the Related Documents, all
matters in connection with this Agreement and the Related Documents and the
transactions contemplated hereby or thereby, and (B) the execution, issuance,
sale, delivery and performance of the Notes.

            (d) Compliance Certificate. The Company shall have delivered to the
Investor a certificate, executed by the President of the Company as of such
Closing Date, certifying that the conditions specified in Sections 3.01(a) and
(b) have been satisfied in all material respects.

            (e) Legal Investment. As of such Closing Date, the purchase of the
Note by the Investor shall be legally permitted by all laws and regulations to
which the Investor and the Company are subject.

            (f) No Proceedings. No suit, action, investigation, inquiry or other
legal or administrative proceeding by any governmental authority or other Person
shall have been instituted or threatened that seeks to enjoin, restrain or
prohibit, or that questions the validity or legality of, the transactions
contemplated by this Agreement or the Related Documents.

      Section 3.02 Company's Conditions to Closing. The obligation of the
Company to perform its obligations contemplated hereby at the Closing Date for a
Loan is subject to the satisfaction of the following conditions precedent, any
of which may be waived by the Company in its sole discretion:

             (a) Accuracy of Representations and Warranties. Each representation
and warranty of the Investor contained in this Agreement shall be true and
correct in all material respects when made and as of such Closing Date.

            (b) Performance. The Investor shall have performed and complied with
in all material respects all covenants, agreements and conditions contained in
this Agreement required to be performed or complied with by the Investor prior
to or at such Closing Date.

            (c) Compliance Certificate. The Investor shall have delivered to the
Company a certificate, executed by an officer of the Investor as of such Closing
Date, certifying


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<PAGE>

that the conditions specified in Sections 3.02(a) and (b) have been satisfied in
all material respects.

            (d) Legal Investment. As of such Closing Date, the purchase of the
Note by the Investor shall be legally permitted by all laws and regulations to
which the Investor and the Company are subject.

                                   ARTICLE IV

                 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

      The Company represents and warrants to the Investor as follows:

      Section 4.01 Organization and Good Standing. The Company is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware. The Company has previously furnished to the Investor true and
complete copies of its Charter Documents and any other agreements affecting its
governance.

      Section 4.02 Corporate Power. The Company has full corporate and other
power and authority (i) to own, lease and operate its properties and assets,
(ii) to carry on its business as presently conducted, (iii) to execute and
deliver this Agreement, the Related Documents and any other instruments or
documents provided for herein or therein, (iv) to issue and sell the Notes and
the Warrant, and (v) to carry out and perform its obligations under the terms of
this Agreement and the Related Documents.

      Section 4.03 Authorization; Enforceability. The execution and delivery of
this Agreement and the Related Documents by the Company, and, except for the
authorization and issuance of the Future Securities, the performance of its
obligations hereunder and thereunder, have been duly authorized by all requisite
corporate action. This Agreement and each Related Document, when executed and
delivered by the Company, will constitute valid and legally binding obligations
of the Company, enforceable against the Company in accordance with their
respective terms, subject to applicable bankruptcy, reorganization, insolvency,
moratorium or similar laws affecting creditors' rights generally, and to general
principles of equity.

      Section 4.04 Validity of Shares. The Warrant Shares and the Future
Securities will be duly and validly reserved by the Company and, upon issuance
in accordance with the exercise procedures in the Notes, the Warrant and the
Company's then current Amended and Restated Certificate of Incorporation, as the
case may be, will be duly and validly issued, fully paid, non-assessable and
free and clear of all Liens.

      Section 4.05 No Conflicts. The execution, delivery and performance of this
Agreement and the Related Documents by the Company do not and will not (i)
conflict with or violate any Applicable Law or any judgment, order, decree,
stipulation or injunction to which the Company is subject on the Closing Dates,
(ii) violate or conflict with the provisions of its Charter Documents, or (iii)
result in the breach of, or constitute a default under, or give to others any
rights