WARRANT TO PURCHASE SHARES OF COMMON STOCK OF BIOFORCE NANOSCIENCES HOLDINGS, INC.

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE

NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AND MAY NOT

BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE

REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH AN AVAILABLE EXEMPTION

FROM REGISTRATION. THE COMPANY MAY REFUSE TO AUTHORIZE ANY TRANSFER OF THE

SECURITIES IN RELIANCE ON AN EXEMPTION FROM REGISTRATION UNTIL IT HAS RECEIVED

AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH

REGISTRATION IS NOT REQUIRED.

THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE

SERIES OF ANY CLASS OF STOCK. THE DESIGNATIONS, PREFERENCES AND RELATIVE,

PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF THE SHARES OF EACH CLASS OR

SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH

RIGHTS, ARE SET FORTH IN THE ARTICLES OF INCORPORATION OF THE COMPANY. A COPY OF

SAID ARTICLES OF INCORPORATION WILL BE FURNISHED FREE OF CHARGE TO THE HOLDER OF

THIS CERTIFICATE UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE

TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE

COMPANY AND THE HOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE

COMPANY.

WARRANT TO PURCHASE

SHARES OF COMMON STOCK

OF

BIOFORCE NANOSCIENCES HOLDINGS, INC.

Expires June 10, 2013

Date of Issuance: June 10, 2008 Number of Shares: ________

FOR VALUE RECEIVED, the undersigned, BioForce Nanosciences Holdings, Inc.,

a Nevada corporation (together with its successors and assigns, the "Issuer"),

hereby certifies that ________________ or its registered assigns is entitled to

subscribe for and purchase, during the Term (as hereinafter defined), up to

_____________ Thousand (________) shares (subject to adjustment as hereinafter

provided, the "Warrant Share Number") of the duly authorized, validly issued,

fully paid and non-assessable Common Stock of the Issuer, at an exercise price

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per share equal to the Warrant Price then in effect, subject, however, to the

provisions and upon the terms and conditions hereinafter set forth. Capitalized

terms used in this Warrant and not otherwise defined herein shall have the

respective meanings specified in Section 8 hereof.

1. Term. The term of this Warrant shall commence on June 10, 2008 and

shall expire at 6:00 p.m., eastern time, on June 10, 2013 (such period being the

"Term").

2. Method of Exercise; Payment; Issuance of New Warrant; Transfer and

Exchange.

(a) Time of Exercise. The purchase rights represented by this Warrant may

be exercised in whole or in part during the Term.

(b) Method of Exercise. The Holder hereof may exercise this Warrant, in

whole or in part, by the surrender of this Warrant (with the exercise form

attached hereto duly executed) at the principal office of the Issuer, and by the

payment to the Issuer of an amount of consideration therefor equal to the

Warrant Price in effect on the date of such exercise multiplied by the number of

shares of Warrant Stock with respect to which this Warrant is then being

exercised (the "Exercise Price"), payable at Holder's election (i) by certified

or official bank check or by wire transfer to an account designated by the

Issuer, (ii) by "cashless exercise" in accordance with the provisions of

subsection (c) of this Section 2, but only when a registration statement under

the Securities Act providing for the resale of the Warrant Stock is not then in

effect, or (iii) by a combination of the foregoing methods of payment selected

by the Holder of this Warrant.

(c) Voluntary Cashless Exercise. Commencing one (1) year following the

Original Issue Date if (i) the Per Share Market Value of one share of Common

Stock is greater than the Warrant Price (at the date of calculation as set forth

below) and (ii) a registration statement under the Securities Act providing for

the resale of the Warrant Stock is not in effect, in lieu of exercising this

Warrant by payment of cash, the Holder may exercise this Warrant by a cashless

exercise and shall receive the number of restricted shares of Common Stock equal

to an amount (as determined below) by surrender of this Warrant at the principal

office of the Issuer together with the properly endorsed Notice of Exercise in

which event the Issuer shall issue to the Holder a number of restricted shares

of Common Stock computed using the following formula:

X = Y - (A)(Y)

------

B

Where X = the number of restricted shares of Common Stock to be issued

to the Holder.

Y = the number of shares of Common Stock purchasable upon exercise

of all of the Warrant or, if only a portion of the Warrant is

being exercised, the portion of the Warrant being exercised.

A = the Warrant Price.

B = the Per Share Market Value of one share of Common Stock.

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(c) Issuance of Stock Certificates. In the event of any exercise of this

Warrant in accordance with and subject to the terms and conditions hereof,

certificates for the shares of Warrant Stock so purchased shall be dated the

date of such exercise and delivered to the Holder hereof within a reasonable

time, not exceeding three (3) Trading Days after the Issuer and its transfer

agent have received from the Holder this Warrant, a duly executed exercise form,

the Exercise Price and all fees and expenses required hereby in support of such

exercise (the "Delivery Date") or, at the request of the Holder (provided that a

registration statement under the Securities Act providing for the resale of the

Warrant Stock is then in effect), issued and delivered to the Depository Trust

Company ("DTC") account on the Holder's behalf via the Deposit Withdrawal Agent

Commission System ("DWAC") no later than the Delivery Date, and the Holder

hereof shall be deemed for all purposes to be the holder of the shares of

Warrant Stock so purchased as of the date of such exercise. Notwithstanding the

foregoing to the contrary, the Issuer or its transfer agent shall only be

obligated to issue and deliver the shares to the DTC on the Holder's behalf via

DWAC if such exercise is in connection with a sale and the Issuer and its

transfer agent are participating with DTC through the DWAC system. The Holder

shall deliver this original Warrant (or an indemnification undertaking with

respect to such Warrant in the case of its loss, theft or destruction), along

with a duly executed exercise form, the Exercise Price and all fees and expenses

required hereby in support of such exercise, at such time that this Warrant is

exercised. If this Warrant shall have been exercised in part, the Issuer shall

deliver to the Holder by the Delivery Date a new Warrant evidencing the rights

of Holder to purchase the unpurchased Warrant Shares called for by this Warrant,

which new Warrant shall in all other respects be identical with this Warrant.

(d) Transferability of Warrant. Subject to Section 2(e) hereof, this

Warrant may be transferred by a Holder, in whole or in part, without the consent

of the Issuer. If transferred pursuant to this paragraph, this Warrant may be

transferred on the books of the Issuer by the Holder hereof in person or by duly

authorized attorney, upon surrender of this Warrant at the principal office of

the Issuer, properly endorsed (by the Holder executing an assignment in the form

attached hereto) and upon payment of any necessary transfer tax or other

governmental charge imposed upon such transfer. This Warrant is exchangeable at

the principal office of the Issuer for new Warrants to purchase the same

aggregate number of shares of Warrant Stock, each new Warrant to represent the

right to purchase such number of shares of Warrant Stock as the Holder shall

designate at the time of such exchange. All Warrants issued on transfers or

exchanges shall be dated the Original Issue Date and shall be identical with

this Warrant except as to the number of shares of Warrant Stock issuable

pursuant thereto.

(e) Compliance with Securities Laws.

(i) The Holder of this Warrant, by acceptance hereof, acknowledges

that this Warrant and the shares of Warrant Stock to be issued upon

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exercise hereof are being acquired solely for the Holder's own account and

not as a nominee for any other party, and for investment, and that the

Holder will not offer, sell or otherwise dispose of this Warrant or any

shares of Warrant Stock to be issued upon exercise hereof except pursuant

to an effective registration statement, or an exemption from registration,

under the Securities Act and any applicable state securities laws.

(ii) Except as provided in paragraph (iii) below, this Warrant and

all certificates representing shares of Warrant Stock issued upon exercise

hereof shall be stamped or imprinted with a legend in substantially the

following form:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED

UNDER THE UNITED STATES SECURITIES ACT OF 1933, AND MAY

NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR

HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF

UNDER SUCH ACT OR COMPLIANCE WITH AN AVAILABLE EXEMPTION

FROM REGISTRATION. THE COMPANY MAY REFUSE TO AUTHORIZE ANY

TRANSFER OF THE SECURITIES IN RELIANCE ON AN EXEMPTION

FROM REGISTRATION UNTIL IT HAS RECEIVED AN OPINION OF

COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT

SUCH REGISTRATION IS NOT REQUIRED.

THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF

STOCK OR MORE THAN ONE SERIES OF ANY CLASS OF STOCK. THE

DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING,

OPTIONAL OR OTHER SPECIAL RIGHTS OF THE SHARES OF EACH

CLASS OR SERIES THEREOF AND THE QUALIFICATIONS,

LIMITATIONS OR RESTRICTIONS OF SUCH RIGHTS, ARE SET FORTH

IN THE ARTICLES OF INCORPORATION OF THE COMPANY. A COPY OF

SAID ARTICLES OF INCORPORATION WILL BE FURNISHED FREE OF

CHARGE TO THE HOLDER OF THIS CERTIFICATE UPON WRITTEN

REQUEST TO THE SECRETARY OF THE COMPANY.

THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY

IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE

COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE

WITH THE SECRETARY OF THE COMPANY.

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<PAGE>

(iii) The Issuer agrees to reissue this Warrant or certificates

representing any shares of the Warrant Stock without the legend set forth

above, if at such time, prior to making any transfer of any such

securities, the Holder shall give written notice to the Issuer describing

the manner and terms of such transfer. Such proposed transfer will not be

effected until: (a) either (i) the Issuer has received an opinion of

counsel reasonably satisfactory to the Issuer, to the effect that the

registration of such securities under the Securities Act is not required

in connection with such proposed transfer, (ii) a registration statement

under the Securities Act covering such proposed disposition has been filed

by the Issuer with the Securities and Exchange Commission and has become

effective under the Securities Act and the Holder has represented that the

shares of Warrant Stock have been or will be sold, (iii) the Issuer has

received other evidence reasonably satisfactory to the Issuer that such

registration and qualification under the Securities Act and state

securities laws are not required, or (iv) the Holder provides the Issuer

with reasonable assurances that such security can be sold pursuant to Rule

144 under the Securities Act; and (b) either (i) the Issuer has received

an opinion of counsel, reasonably satisfactory to the Issuer, to the

effect that registration or qualification under the securities or "blue

sky" laws of any state is not required in connection with such proposed

disposition, or (ii) compliance with applicable state securities or "blue

sky" laws has been effected or a valid exemption exists with respect

thereto. The Issuer will respond to any such notice from the Holder within

three (3) Trading Days. In the case of any proposed transfer under this

Section 2(e), the Issuer will use reasonable efforts to comply with any

such applicable state securities or "blue sky" laws, but shall in no event

be required, (x) to qualify to do business in any state where it is not

then qualified, (y) to take any action that would subject it to tax or to

the general service of process in any state where it is not then subject,

or (z) to comply with state securities or "blue sky" laws of any state for

which registration by coordination is unavailable to the Issuer. The

restrictions on transfer contained in this Section 2(e) shall be in

addition to, and not by way of limitation of, any other restrictions on

transfer contained in any other section of this Warrant. Whenever a

certificate representing the shares of Warrant Stock is required to be

issued to a the Holder without a legend, in lieu of delivering physical

certificates representing the shares of Warrant Stock, the Issuer shall

use its reasonable best efforts to cause its transfer agent to

electronically transmit the shares of Warrant Stock to the Holder by

crediting the account of the Holder's prime broker with DTC through its

DWAC system (to the extent not inconsistent with any provisions of this

Warrant or the Purchase Agreement). Notwithstanding the foregoing to the

contrary, the Issuer or its transfer agent shall only be obligated to

issue and deliver the shares to the DTC on the Holder's behalf via DWAC if

such exercise is in connection with a sale and the Issuer and its transfer

agent are participating in DTC through the DWAC system.

(f) Accredited Investor Status. In no event may the Holder exercise this

Warrant in whole or in part unless the Holder is an "accredited investor" as

defined in Regulation D under the Securities Act.

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<PAGE>

3. Stock Fully Paid; Reservation and Listing of Shares; Covenants.

(a) Stock Fully Paid. The Issuer represents, warrants, covenants and

agrees that all shares of Warrant Stock which may be issued upon the exercise of

this Warrant or otherwise hereunder will, when issued in accordance with the

terms of this Warrant, be duly authorized, validly issued, fully paid and

nonassessable and free from all taxes, liens and charges created by or through

the Issuer. The Issuer further covenants and agrees that during the period

within which this Warrant may be exercised, the Issuer will at all times have

authorized and reserved for the purpose of issuance upon exercise of this

Warrant a sufficient number of shares of Common Stock to provide for the

exercise of this Warrant.

(b) Listing. The Issuer shall list the shares of Warrant Stock on the OTC

Bulletin Board (or any other securities exchange, quotation system or market, if

any, on which shares of Common Stock issued by the Company are then listed or

traded).

(c) Covenants. The Issuer shall not by any action including, without

limitation, amending the Articles of Incorporation or the by-laws of the Issuer,

or through any reorganization, transfer of assets, consolidation, merger,

dissolution, issue or sale of securities or any other action, avoid or seek to

avoid the observance or performance of any of the terms of this Warrant, but

will at all times in good faith assist in the carrying out of all such terms and

in the taking of all such actions as may be necessary or appropriate to protect

the rights of the Holder hereof against dilution (to the extent specifically

provided herein) or impairment. Without limiting the generality of the

foregoing, the Issuer will (i) not permit the par value, if any, of its Common

Stock to exceed the then effective Warrant Price, (ii) not amend or modify any

provision of the Articles of Incorporation or by-laws of the Issuer in any

manner that would adversely affect the rights of the Holders of the Warrants,

(iii) take all such action as may be reasonably necessary in order that the

Issuer may validly and legally issue fully paid and nonassessable shares of

Common Stock, free and clear of any liens, claims, encumbrances and restrictions

(other than as provided herein) upon the exercise of this Warrant, and (iv) use

its best efforts to obtain all such authorizations, exemptions or consents from

any public regulatory body having jurisdiction thereof as may be reasonably

necessary to enable the Issuer to perform its obligations under this Warrant.

(d) Loss, Theft, Destruction of Warrants. Upon receipt of evidence

satisfactory to the Issuer of the ownership of and the loss, theft, destruction

or mutilation of any Warrant and, in the case of any such loss, theft or

destruction, upon receipt of indemnity or security satisfactory to the Issuer

or, in the case of any such mutilation, upon surrender and cancellation of such

Warrant, the Issuer will make and deliver, in lieu of such lost, stolen,

destroyed or mutilated Warrant, a new Warrant of like tenor and representing the

right to purchase the same number of shares of Common Stock.

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4. Adjustment of Warrant Price and Number of Shares Issuable Upon

Exercise. The Warrant Price and the Warrant Share Number shall be subject to

adjustment from time to time as set forth in this Section 4. The Issuer shall

give the Holder notice of any event described below which requires an adjustment

pursuant to this Section 4 in accordance with the notice provisions set forth in

Section 5.

(a) Recapitalization, Reorganization, Reclassification, Consolidation,

Merger or Sale.

(i) In case the Issuer after the Original Issue Date shall do any of

the following (each, a "Triggering Event"): (a) consolidate or merge with

or into any other Person and the Issuer shall not be the continuing or

surviving corporation of such consolidation or merger, or (b) permit any

other Person to consolidate with or merge into the Issuer and the Issuer

shall be the continuing or surviving Person but, in connection with such

consolidation or merger, any Capital Stock of the Issuer shall be changed

into or exchanged for Securities of any other Person or cash or any other

property, or (c) transfer all or substantially all of its properties or

assets to any other Person, or (d) effect a capital reorganization or

reclassification of its Capital Stock, then, and in the case of each such

Triggering Event, proper provision shall be made to the Warrant Price and

the Warrant Share Number so that, upon the basis and the terms and in the

manner provided in this Warrant, the Holder of this Warrant shall be

entitled, upon the exercise hereof at any time after the consummation of

such Triggering Event (to the extent this Warrant is not exercised prior

to such Triggering Event), to receive at the Warrant Price (as adjusted to

take into account the consummation of such Triggering Event), in lieu of

the Common Stock issuable upon such exercise of this Warrant prior to such

Triggering Event, the Securities, cash and property to which such Holder

would have been entitled upon the consummation of such Triggering Event if

such Holder had exercised the rights represented by this Warrant

immediately prior thereto (including the right, if any, of a shareholder

to elect the type of consideration it will receive in connection with the

Triggering Event), subject to adjustments (subsequent to such corporate

action) as nearly equivalent as possible to the adjustments provided for

elsewhere in this Section 4. Immediately upon the occurrence of a

Triggering Event, the Issuer shall notify the Holder in writing of such

Triggering Event and provide the calculations in determining the number of

shares of Warrant Stock, if any, issuable upon exercise of the new warrant

and the adjusted Warrant Price. Upon the Holder's request, the continuing

or surviving corporation as a result of such Triggering Event shall issue

to the Holder a new warrant of like tenor, if any, evidencing the right to

purchase the adjusted number of shares of Warrant Stock and the adjusted

Warrant Price pursuant to the terms and provisions of this Section

4(a)(i). Notwithstanding the foregoing to the contrary, this Section

4(a)(i) shall only apply if the surviving entity pursuant to any such

Triggering Event is a company that has a class of equity securities

registered pursuant to the Securities Exchange Act of 1934, as amended,

and its common stock is listed or quoted on a national securities

exchange, national automated quotation system or the OTC Bulletin Board.

(ii) In the event that the Holder has elected not to exercise this

Warrant prior to the consummation of a Triggering Event, so long as the

surviving entity pursuant to any Triggering Event is a company that has a

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class of equity securities registered pursuant to the Securities Exchange

Act of 1934, as amended, and its common stock is listed or quoted on a

national securities exchange, national automated quotation system or the

OTC Bulletin Board, the surviving entity and/or each Person (other than

the Issuer) which may be required to deliver any Securities, cash or

property upon the exercise of this Warrant as provided herein shall

assume, by written instrument delivered to, and reasonably satisfactory

to, the Holder of this Warrant, (A) the obligations of the Issuer under

this Warrant (and if the Issuer shall survive the consummation of such

Triggering Event, such assumption shall be in addition to, and shall not

release the Issuer from, any continuing obligations of the Issuer under

this Warrant) and (B) the obligation to deliver to the Holder such

Securities, cash or property as, in accordance with the foregoing

provisions of this subsection (a), the Holder shall be entitled to

receive; and the surviving entity and/or each such Person shall have

similarly delivered to the Holder an opinion of counsel for the surviving

entity and/or each such Person, which counsel shall be reasonably

satisfactory to such Holder, or in the alternative, a written

acknowledgement executed by the President or Chief Financial Officer of

the Issuer, stating that this Warrant shall thereafter continue in full

force and effect and the terms hereof (including, without limitation, all

of the provisions of this subsection (a)) shall be applicable to the

Securities, cash or property which the surviving entity and/or each such

Person may be required to deliver upon any exercise of this Warrant or the

exercise of any rights pursuant hereto.

(b) Stock Dividends, Subdivisions and Combinations. If at any time the

Issuer shall:

(i) make or issue or set a record date for the holders of the Common

Stock for the purpose of entitling them to receive a dividend payable in,

or other distribution of, shares of Common Stock,

(ii) subdivide its outstanding shares of Common Stock into a larger

number of shares of Common Stock, or

(iii) combine its outstanding shares of Common Stock into a smaller

number of shares of Common Stock,

then (1) the Warrant Share Number immediately after the occurrence of any such

event shall be adjusted to equal the number of shares of Common Stock which a

record holder of the same number of shares of Common Stock for which this

Warrant is exercisable immediately prior to the occurrence of such event would

own or be entitled to receive after the happening of such event, and (2) the

Warrant Price then in effect shall be adjusted to equal (A) the Warrant Price

then in effect multiplied by (B) the Warrant Share Number immediately prior to

the adjustment divided by (B) the Warrant Share Number immediately after such

adjustment.

(c) Certain Other Distributions. If at any time the Issuer shall make or

issue or set a record date for the holders of the Common Stock for the purpose

of entitling them to receive any dividend or other distribution of:

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(i) cash (other than a cash dividend payable out of earnings or

earned surplus legally available for the payment of dividends under the

laws of the jurisdiction of incorporation of the Issuer),

(ii) any evidences of its indebtedness, any shares of stock of any

class or any other securities or property of any nature whatsoever (other

than cash, Common Stock Equivalents or Additional Shares of Common Stock),

or

(iii) any warrants or other rights to subscribe for or purchase any

evidences of its indebtedness, any shares of stock of any class or any

other securities or property of any nature whatsoever (other than cash,

Common Stock Equivalents or Additional Shares of Common Stock),

then (1) the number of shares of Common Stock for which this Warrant is

exercisable shall be adjusted to equal the product of the number of shares of

Common Stock for which this Warrant is exercisable immediately prior to such

adjustment multiplied by a fraction (A) the numerator of which shall be the Per

Share Market Value of Common Stock at the date of taking such record and (B) the

denominator of which shall be such Per Share Market Value minus the amount

allocable to one share of Common Stock of any such cash so distributable and of

the fair value (as determined in good faith by the Board and supported by an

opinion from an investment banking firm mutually agreed upon by the Issuer and

the Holder) of any and all such evidences of indebtedness, shares of stock,

other securities or property or warrants or other subscription or purchase

rights so distributable, and (2) the Warrant Price then in effect shall be

adjusted to equal (A) the Warrant Price then in effect multiplied by the number

of shares of Common Stock for which this Warrant is exercisable immediately

prior to the adjustment divided by (B) the number of shares of Common Stock for

which this Warrant is exercisable immediately after such adjustment. A

reclassification of the Common Stock (other than a change in par value, or from

par value to no par value or from no par value to par value) into shares of

Common Stock and shares of any other class of stock shall be deemed a

distribution by the Issuer to the holders of its Common Stock of such shares of

such other class of stock within the meaning of this Section 4(c) and, if the

outstanding shares of Common Stock shall be changed into a larger or smaller

number of shares of Common Stock as a part of such reclassification, such change

shall be deemed a subdivision or combinat