December 27, 2006


Mr. Gregory D. Brown
9006 W. Meinecke Ave.
Wauwatosa, WI 53226

Re: Offer of Employment

Dear Greg,

It is my  pleasure  to extend  to you an offer of  employment,  contingent  upon
reference and background checks, with BioForce Nanosciences (the "Company").  We
understand that your current  employment  requires you to provide 60 days notice
of your  intent  to  resign.  Your  employment  start  date  would be as soon as
possible,  with the  understanding  that you will provide notice to your current
employer  before  January 1, 2007 and make every  effort to have the  transition
period as short as possible.

This letter  summarizes  certain terms of the offer which,  if you accept,  will
govern your employment.  We do anticipate that there will be further  definition
of these items in a formal  employment  agreement to be prepared within the next
30 days.

Position.  Your  position is at the  executive  officer  level with the title of
Chief Financial  Officer,  reporting to the Chief Executive  Officer.  This is a
full time position located in Ames, IA. Your duties and responsibilities will be
as  designated  by the Company or the Board of  Directors  from time to time and
will include  management of the financial  and  accounting  activities of an SEC
reporting  company.  You  will  be  expected  to  sign  Section  302 and 906 SOX
certifications as the principal accounting officer of the Company.

Compensation.  Your  compensation  will include a salary of $12,916.67 per month
paid in accordance with the Company's  payroll  practices,  and participation in
the  Company's  health and certain  other  benefit  plans for which you might be
eligible,  pursuant  to the  terms and  conditions  of the  plans,  which may be
amended from time to time by the Company.  In addition,  you will be eligible to
receive a bonus of up to  $25,000  upon the  closing of an equity  financing  in
2007. The amount of this bonus will be at my discretion.

Stock Options. Upon starting employment, you will receive the option to purchase
300,000  shares of BioForce  stock  vesting as follows,  with an exercise  price
equal to the Fair Market Value as defined in the Stock Option Plan:

     o   100,000 stock options on your start date;

     o   100,000  stock options on the first  anniversary  of your start date;

     o   100,000 stock options on the second anniversary of your start date.

Employment at Will. Employment relationships are terminable at will, which means
that either you or the Company may terminate  your  employment at any time,  and
for any or no reason. If the Company  terminates your employment  without Cause,
as customarily  defined in executive level  employment  agreements,  your salary
will continue after the termination  date for the lesser of a period of one year
or until you have accepted employment elsewhere.

Vacation. You will be entitled to four weeks paid vacation per year.

Other  Benefits.  The Company  will pay up to $10,000 in  reasonable  moving and
incidental  expenses associated with your relocation to Ames, IA from Wauwatosa,
WI. The expenses  associated with you traveling between Wauwatosa and Ames prior
to the  completion  of this  relocation  will  not  count  against  the  $10,000

<PAGE>

allowance.  Further details regarding pre-approval and reimbursement of expenses
and the relocation policy in general can be obtained from Human Resources.

Proprietary  Information  and Inventions  Agreement.  You will be subject to the
Company's Employee Proprietary  Information and Inventions  Agreement,  which is
enclosed  with this  letter  and must be signed and  returned  by you before any
employment relationship will be effective.

Certain Acts.  During your employment with the Company and for one year after it
ends,  without the Company's express written consent,  you agree not to directly
or indirectly solicit or encourage any employee,  agent, independent contractor,
supplier,  customer,  consultant  or any other person or company to terminate or
alter a relationship with the Company.

Miscellaneous.  Upon your acceptance,  this letter and the Employee  Proprietary
Information  and  Inventions  Agreement  will contain the entire  agreement  and
understanding  between  you and the  Company  and will  supersede  any  prior or
contemporaneous agreements, understandings, offers, representations, warranties,
commitments by or on behalf of the Company (oral or written).

This offer will  remain  open  through  December  31,  2006.  If these terms are
acceptable,  please sign in the space  provided  below and return this letter to
us.

Yours very truly,

/s/  Eric Henderson
----------------------------
Eric Henderson
Chief Executive Officer
BioForce Nanosciences
1615 Golden Aspen Drive, Suite 101
Ames, IA 50010


Agreed and accepted this 27th day of December, 2006.

/s/  Gregory D. Brown
----------------------------
Gregory D. Brown

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