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.



{PAGE}



      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

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