MEMORANDUM NO.:____________
                                                    NAME OF OFFEREE:____________


                    CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

                           SILVER RIVER VENTURES, INC.

                        4,000,000 Shares of Common Stock

                       Minimum Subscription: 25,000 Shares

                    Offering Limited to Accredited Investors

     Silver River Ventures, Inc., a Nevada corporation,  hereby offers 4,000,000
shares (the  "Shares") of our common  stock at the  offering  price of $1.50 per
Share. A minimum subscription of 25,000 shares has been established, but we may,
in our  discretion,  waive such  minimum  purchase.  The Shares  offered  hereby
reflect the two shares for one share  forward stock split of our common stock to
be effected on or about January 30, 2006.

     Silver River  Ventures  has entered  into an agreement to acquire  BioForce
Nanosciences,  Inc., a Delaware  corporation  ("BioForce"),  which is engaged in
developing for commercial  sale certain  technology  called the  NanoArrayer(TM)
System.  The  NanoArrayer(TM)  System has the ability to  position,  print,  and
pattern  a broad  range of  materials  on  silicon  chips at the  micrometer  to
nanometer  spatial  scale  to  produce  ultraminiaturized   biological  sensors,
biomedical  tests and other  ultraminiaturized  devices.  Sale of the  Shares is
contingent upon the closing of the acquisition of BioForce, as described herein,
and all  proceeds  from sales  hereunder  will be placed in escrow  pending such
closing. In the event the acquisition is not finalized, all funds held in escrow
will be returned to investors, without interest. If the acquisition is finalized
and the minimum offering amount  satisfied,  funds held in escrow will be turned
over to us and may be used  immediately.  We will also change our corporate name
to BioForce Nanosciences Holdings, Inc.

     These  securities  have not been approved or  disapproved by the Securities
and Exchange  Commission (the "SEC") nor has the SEC passed upon the accuracy or
adequacy of this Confidential  Private Placement  Memorandum (the "Memorandum").
Any representation to the contrary is a criminal offense.  This offering is made
in reliance on an exemption from  registration  with the SEC provided by Section
4(2) of the Securities Act of 1933, as amended (the  "Securities  Act"),  and/or
Rule 506 promulgated  thereunder and is available only to "accredited investors"
as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

THESE SECURITIES ARE "RESTRICTED  SECURITIES" AND MAY NOT BE RESOLD OR OTHERWISE
DISPOSED  OF  UNLESS  A  REGISTRATION  STATEMENT  COVERING  DISPOSITION  OF SUCH
SECURITIES  IS THEN  IN  EFFECT,  OR AN  EXEMPTION  FROM  SUCH  REGISTRATION  IS
AVAILABLE.  SEE,  "RISK  FACTORS"  AND "  TERMS  OF  THE  OFFERING  --  PLAN  OF
DISTRIBUTION."

THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. THE PURCHASE
HEREOF SHOULD BE CONSIDERED  ONLY BY PERSONS WHO CAN AFFORD TO LOSE A PORTION OR
ALL OF  THEIR  INVESTMENT  AND  HAVE NO  NEED  FOR A  CURRENT  RETURN  ON  THEIR
INVESTMENT. SEE "RISK FACTORS."
<TABLE>
<CAPTION>

====================================================================================================================

                                        Offering                      Sales                      Proceeds
                                       Price (1)                 Commission (2)               to Company (3)
------------------------------------------------------- -------------------------- --------------------------------------------
<S>                             <C>                          <C>                         <C>
Per Share                       $      1.50                  $      .00                  $      1.50
------------------------------------------------------- -------------------------- --------------------------------------------

Minimum Offering
1666,667 Shares                 $      2,500,000.50          $      .00                 $     2,500,000.50
------------------------------------------------------- -------------------------- --------------------------------------------
Maximum Offering
4,000,000 Shares
                                $      6,000,000.00          $      .00                  $    6,000,000.00
======================================================= ========================== ============================================
                                            (Footnotes on following Page)
</TABLE>

                The date of this Memorandum is December 23, 2005


                                      -1-
<PAGE>

Notes to table on preceding page.

     (1) These  securities are offered hereby for cash only.  Because the Shares
     are not  being  registered  with  the  SEC and  will  therefore  be  deemed
     restricted  securities,  the offering price has been arbitrarily determined
     and bears no  relationship  to any  publicly  quoted  market  price for the
     common  stock,  nor  to  our  assets,  earnings,  book  value  or to  other
     recognized  criteria  of  value.  This  offering  is being  made on a "best
     efforts,"  1,666,667 shares minimum / 4,000,000 shares maximum basis, for a
     period of 180 days from the date hereof  unless  extended for an additional
     60 days.  All  proceeds  from the sale of the  Shares  will be paid into an
     escrow  account at the law offices of Leonard E. Neilson,  Attorney at Law,
     located  in Salt  Lake  City,  Utah,  until  the  BioForce  acquisition  is
     finalized and a minimum of 1,666,667 shares has been sold.

     (2) Although we may offer our securities directly to prospective  investors
     whereby no sales  commissions  would be paid, we reserve the right to enter
     into agreements with certain securities sales agents and/or broker-dealers.
     In this event we will pay a commission to such persons consisting of a cash
     commission of 7% of the gross  proceeds of the sales plus 5% in the form of
     stock purchase warrants,  exercisable at $1.50 per share for 5 years. Also,
     we may enter into  arrangements  with persons that act solely as finders in
     the  introduction  of  prospective  investors,  in which case we will pay a
     finder's  fee to such persons  equivalent  to the above  compensation.  The
     above table does not include the payment of a sales  commission or finder's
     fee. See "Terms of the Offering - Plan of Distribution."

     (3) This amount of proceeds to Silver River Ventures is before deduction of
     expenses incurred in connection with this offering  including certain other
     offering  expenses totaling  approximately  $35,000 to be paid by us. Thus,
     net proceeds, after deducting all expenses in connection with the offering,
     except  commissions,  are estimated to be  approximately  $5,965,000 if the
     maximum is sold. See "Use of Proceeds."

THIS MEMORANDUM HAS BEEN PREPARED  SOLELY FOR THE BENEFIT OF PERSONS  INTERESTED
IN THE OFFERING AND MAY NOT BE  REPRODUCED  OR USED FOR ANY OTHER  PURPOSE.  THE
DELIVERY OF THIS MEMORANDUM DOES NOT IMPLY THAT THE INFORMATION CONTAINED HEREIN
IS  CORRECT  AS OF ANY TIME  SUBSEQUENT  TO THE  DATE  HEREOF.  THE  INFORMATION
CONTAINED IN THIS  MEMORANDUM HAS BEEN OBTAINED FROM SILVER RIVER VENTUES,  INC.
AND BIOFORCE NANOSCIENCES, INC. AND IS BELIEVED TO BE RELIABLE, BUT ITS ACCURACY
IS NOT  GUARANTEED.  IF ANY  MATERIAL  CHANGE IN THE  AFFAIRS OF EITHER  COMPANY
OCCURS AT ANY TIME PRIOR TO THE CLOSING OF THE OFFERING, THIS MEMORANDUM WILL BE
AMENDED OR  SUPPLEMENTED.  ADDITIONAL  INFORMATION MAY BE PRESENTED  HEREWITH AS
EXHIBITS.

THIS  MEMORANDUM  DOES NOT CONSTITUTE AN OFFER TO SELL OR A  SOLICITATION  OF AN
OFFER TO BUY ANY OF THE SECURITIES  OFFERED HEREBY IN ANY STATE OR COUNTRY WHERE
SUCH  OFFER OR  SOLICITATION  IS NOT  AUTHORIZED  BY THE  LAWS OF THAT  STATE OR
COUNTRY.  NO PERSON HAS BEEN  AUTHORIZED TO GIVE ANY  INFORMATION OR TO MAKE ANY
REPRESENTATIONS,  OTHER THAN AS AUTHORIZED IN THIS  MEMORANDUM,  AND IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY US.

     This  offering  will  terminate  on or before 180 days from the date hereof
unless extended by Silver River Ventures,  in our discretion,  for an additional
60 days. The securities offered hereby are offered to accredited  investors only
in reliance upon an exemption from registration  under the Securities Act, which
exemption  depends on the full  compliance  with certain  terms and  conditions,
including but not limited to the following:

     (a)  The  securities  may  not be  offered  through  general  solicitation,
     including  but  not  limited  to,   advertisements   or  communications  in
     newspapers, magazines, or other media;

     (b) This  Memorandum  and any  accompanying  documents  will be  treated as
     confidential  by the persons to whom it is delivered  and any  distribution
     thereof or divulgence of any of its contents is unauthorized;

     (c)  Investors  should not construe the contents of this  Memorandum or any
     communication,  whether  written or oral, from Silver River Ventures or our
     officers,  directors,  employees or agents,  as legal,  tax,  accounting or
     other expert advice. Each investor is encouraged to consult their own legal
     counsel,   accountants  and  other  professional  advisors  concerning  any
     investment in the Shares; and

                                      -2-
<PAGE>

     (d) This  offering  may be made  only to  persons  that,  after  reasonable
     inquiry,  we have  reasonable  grounds to believe possess the knowledge and
     experience in financial and business matters that would enable such persons
     to evaluate the merits and risks of the investment.

THE SECURITIES  OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED,  OR THE SECURITIES LAWS OF INDIVIDUAL STATES, AND ARE BEING
OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF
THE SAID ACT AND SUCH LAWS. THE SECURITIES  OFFERED ARE SUBJECT TO  RESTRICTIONS
ON  TRANSFERABILITY  AND RESALE AND MAY NOT BE  TRANSFERRED  OR RESOLD EXCEPT AS
PERMITTED  UNDER THE  SECURITIES ACT AND SUCH LAWS PURSUANT TO  REGISTRATION  OR
EXEMPTION THEREFROM.

THE INFORMATION  CONTAINED IN THIS CONFIDENTIAL  PRIVATE PLACEMENT MEMORANDUM IS
FURNISHED ON A  CONFIDENTIAL  BASIS FOR USE BY THE OFFEREE AND IN CERTAIN CASES,
HIS OR HER PURCHASER REPRESENTATIVE.  BY ACCEPTANCE OF THIS CONFIDENTIAL PRIVATE
PLACEMENT MEMORANDUM, EACH OFFEREE, AND PURCHASER REPRESENTATIVE, IF ANY, AGREES
THAT THEY WILL NOT  TRANSMIT,  REPRODUCE OR MAKE  AVAILABLE TO ANYONE OTHER THAN
OFFEREE OR THEIR OFFEREE  REPRESENTATIVE  THIS  CONFIDENTIAL  PRIVATE  PLACEMENT
MEMORANDUM AND ANY EXHIBITS AND DOCUMENTS SUPPLIED IN CONNECTION THEREWITH,  AND
THAT ALL OF SUCH  MATERIAL WILL BE RETURNED IF THE OFFEREE DOES NOT PURCHASE ANY
OF THE SHARES OFFERED HEREIN.

THIS  MEMORANDUM  CONSTITUTES  AN OFFER ONLY TO THE PERSON WHOSE NAME APPEARS ON
THE COVER PAGE OF THIS MEMORANDUM AS THE OFFEREE AND, NOTWITHSTANDING THAT, DOES
NOT  CONSTITUTE  AN OFFER  TO  SELL,  OR  SOLICITATION  OF AN OFFER TO BUY,  ANY
SECURITIES  TO ANY PERSON IN ANY  JURISDICTION  IN WHICH SUCH OFFER IS UNLAWFUL.
(SEE "TERMS OF THE OFFERING").

INFORMATION   CONTAINED  IN  THIS  MEMORANDUM  AND  ANY  DOCUMENTS  PROVIDED  IN
CONNECTION  HEREWITH IS FURNISHED ON A CONFIDENTIAL  BASIS.  ANY REPRODUCTION OR
DISTRIBUTION  OF ANY SUCH MATERIALS IN WHOLE OR IN PART OR THE DIVULGENCE OF ANY
CONTENTS,   WITHOUT  OUR  PRIOR  WRITTEN  CONSENT,   IS  PROHIBITED.   ANY  SUCH
REPRODUCTION, DISTRIBUTION OR DIVULGENCE MAY RESULT IN IRREPARABLE DAMAGE TO OUR
COMPANY. (SEE "TERMS OF THE OFFERING")

NO REPRESENTATION OR WARRANTY OF ANY KIND IS INTENDED OR SHOULD BE INFERRED WITH
RESPECT TO THE ECONOMIC RETURN, IF ANY, WHICH MAY ACCRUE TO THE INVESTORS.

     Prospective  investors are invited to question and receive  answers from us
concerning  the terms and  conditions of this  offering and business  aspects of
Silver River  Ventures and BioForce.  Upon request,  we will provide  additional
information  and  documents,  if available or  obtainable  without  unreasonable
effort or expense.  However,  we reserve the right, in our sole  discretion,  to
deny access to any  information  we deems  proprietary  in nature and to require
prospective investors and their  representatives,  if any to execute appropriate
confidentiality  and  non-disclosure  agreements  prior  to  review  of any such
proprietary  information.   Prospective  investors  are  urged  to  request  any
additional  information they consider necessary in making an informed investment
decision.

     We propose to provide to  stockholders,  within a reasonable time following
the end of each fiscal year, an annual report  containing a general  description
of our business operations and financial statements which have been examined and
reported  on,  with an opinion  expressed  by an  independent  certified  public
accountant.

     All  references  in  this   Memorandum  to  "SRVI,"   "Silver  River,"  the
"company,")  "we," "us" and "our" refer to Silver River Ventures,  Inc.,  unless
indicated otherwise.

Notice to Residents of Certain States

     (See Attached)

                                      -3-
<PAGE>



                           SILVER RIVER VENTURES, INC.

                                TABLE OF CONTENTS


Page

INVESTOR QUALIFICATIONS...............................................       5

SUMMARY OF OFFERING...................................................       7

RISK FACTORS..........................................................       9

DILUTION .............................................................      16

USE OF PROCEEDS.......................................................      16

MARKET FOR COMMON STOCK...............................................      17

BUSINESS..............................................................      18

MANAGEMENT............................................................      28

PRINCIPAL STOCKHOLDERS................................................      30

DESCRIPTION OF CAPITAL STOCK..........................................      31

TERMS OF THE OFFERING.................................................      33

FINANCIAL STATEMENTS..................................................      36

SUBSCRIPTION AGREEMENT................................................     S-1

CONFIDENTIAL PROSPECTIVE PURCHASER QUESTIONNAIRE......................     Q-1

ATTACHMENTS


                                      -4-
<PAGE>


                             INVESTOR QUALIFICATIONS

     An  investment  in the Shares  involves a high  degree of risk,  and may be
suitable  only to  those  persons  of  substantial  means  who  have no need for
liquidity in their  investment and that understand the particular  risks of such
an investment.

     Sale of the Shares will not be registered  under the  Securities Act or any
state  securities  laws and will be made on a private  basis only to a person we
reasonably believe is an "accredited investor" as defined in Regulation D by the
SEC. A person is an accredited investor if:

     (a) he or she is a natural person who has

         (i) a net  worth,  or a joint net worth with  spouse,  in excess of $l,
             000,000, or

         (ii) individual  gross income for each of the two most recent years and
              anticipates  individual  gross  income for the  current  year,  in
              excess of $200,000, or

         (iii) joint  gross  income  with spouse for each of the two most recent
              years,  and anticipate joint gross income for the current year, in
              excess of $300,000;

     (b) it is a trust with total assets in excess of $5,000,000, not formed for
     the  specific  purpose of  acquiring  the  securities,  whose  purchase  is
     directed by a sophisticated person;

     (c) it is a bank,  savings and loan  association  or other  institution  as
     defined in the Securities  Act, or is a broker or dealer  registered  under
     the Securities  Exchange Act of 1934, or an insurance  company,  investment
     company,  business  development  company  meeting the criteria set forth in
     Regulation D;

     (d) it is an  employee  benefit  plan  within the  meaning of the  Employee
     Retirement Income Security Act of 1974, as amended (" ERISA") which

         (i)  has  investment  decisions  made  by  a  bank,  savings  and  loan
              association,  insurance company, or registered investment advisor,
              or

         (ii) has total assets in excess of $5,000,000, or

         (iii) is self-directed and the investment  decisions are made solely by
              persons that are accredited investors;

     (e) it is a corporation,  a partnership,  a limited liability  company,  an
     organization  described in Section  501(c)(3) of the Internal Revenue Code,
     or a Massachusetts  or similar  business trust, not formed for the specific
     purpose of acquiring the securities offered, with total assets in excess of
     $5,000,000;

     (f) he or she is an executive officer or director of issuer; or

     (g) it is an  entity  in which  all of the  equity  owners  are  accredited
     investors.

     Certain other entities may also meet the definition of accredited investor.
We will consider these  definitions in determining  eligibility of a prospective
investor.  Each  prospective  investor  will  also be  asked to  represent  in a
subscription agreement that

     (a) he, she or it is  acquiring  the Shares for his, her or its own account
for  long-term  investment  and not with a view to the  resale  or  distribution
thereof and has no present intention of selling,  granting any participation in,
or otherwise distributing the Shares; and

     (b) the investor has read and understands  this Memorandum and all exhibits
and attachments.

     If any  representations  made by a potential  investor or others  acting in
their  behalf  mislead  us as to  the  financial  or  other  circumstances  of a
particular potential investor or if, because of any error or misunderstanding as
to said  circumstances,  a copy of this Memorandum is delivered to a prospective
investor who, in fact, does not meet the suitability standards,  the delivery of
this Memorandum to such prospective  investor shall not be deemed to be an offer
and this Memorandum shall be returned to us immediately upon request.

                                      -5-
<PAGE>

     These suitability standards represent minimum suitability  requirements for
prospective  investors  and  satisfaction  of such  standards  by a  prospective
investor does not necessarily mean the Shares are a suitable investment for each
investor.  Further,  as there is no guarantee that investment in the Shares will
produce any cash flow,  no one who solely or  primarily  would rely on cash flow
from their investment for their income should purchase these interests.

     Investors  residing  in certain  states  may be  required  to meet  certain
suitability standards or minimum purchase  requirements  pertaining to aggregate
net worth or  certain  minimum  levels of  income.  We may,  at our  discretion,
require  prospective  investors  to  complete a  questionnaire  relating  to the
suitability  of investment  in the Shares for them,  and may make or cause to be
made such further inquiry, as deemed appropriate.

     Subscriptions  will be deemed accepted only upon written  verifications  of
acceptance  by  SRVI  and  a  duly   authorized   representative   BioForce.   A
subscription,  once made, is irrevocable.  We will review the  subscriptions and
representations of prospective  investors and, based upon information  appearing
therein, may make reasonable inquiry to endeavor to ascertain that each investor
is of  sufficient  financial  means to apprise  himself of, and assume the risks
inherent in, the purchase of the Shares being offered  hereby.  In addition,  we
may be  required  to reject  certain  subscriptions  in order to comply with the
provisions of the Securities Act.

     Suitability   standards   discussed  above  represent  minimum  suitability
standards for prospective investors.  Each prospective investor is encouraged to
consult with their  investment,  tax or other  advisors to determine  whether an
investment  in the  Shares  offered  hereby is  appropriate  in each  investor's
particular circumstances.

Access to Information

     We will make  available to  prospective  investors  and their  advisors all
pertinent materials available to us relating to our proposed business activities
and will answer all  inquiries  from  prospective  investors  or their  advisors
concerning,   the  terms  of  this  offering  and  our  business  following  the
acquisition  of BioForce.  We will also afford  prospective  investors and their
advisors  the  opportunity  to obtain any  additional  information  necessary to
verify the  accuracy  of any  representation  or  information  set forth in this
Memorandum, including exhibits, to the extent we possess such information or can
acquire it without unreasonable effort or expense.

     Prospective  investors  and  their  advisors  are  invited  to  communicate
directly with SRVI by contacting Nancy Ah Chong, 19 East 200 South,  Suite 1080,
Salt Lake City, Utah 84111telephone number (801) 322-3401.  Material information
regarding our company and the  anticipated  acquisition  of BioForce is, or will
be,  contained in documents  filed with the Securities and SEC, all of which are
available on the SEC website: http://www.sec.gov/edgar/searchedgar/webusers.htm.

                                      -6-
<PAGE>


                               SUMMARY OF OFFERING

     This  summary  is not  intended  to be  complete.  It  highlights  selected
information  from this  Memorandum,  but does not contain all of the information
that may be  important  to a  prospective  investor.  This  Memorandum  includes
specific terms of the offering,  information about SRVI, BioForce's business and
pertinent  financial  data.  Prospective  investors are  encouraged to read this
Memorandum  in its  entirety,  particularly  the "Risk  Factors"  and  financial
statements and notes thereto, before making an investment decision.

SRVI's Acquisition of BioForce Nanosciences, Inc.

     On November 30, 2005 we entered  into an agreement  and plan of merger with
BioForce  Nanosciences,  Inc. The acquisition of BioForce is being  accomplished
through a merger of our wholly  owned  subsidiary,  Silver  River  Acquisitions,
Inc., with and into BioForce with BioForce being the survivor of the merger.  We
are  also  effecting  a 2 shares  for 1 share  forward  stock  split on or about
January 30, 2006.  The Shares  offered  hereby and all references to SRVI shares
herein will  reflect the forward  stock split  unless  otherwise  indicated.  In
exchange  for all the  outstanding  shares of  BioForce  capital  stock,  we are
issuing  16  million  post-split  shares  of SRVI  common  stock  to  BioForce's
stockholders.  Further,  upon  completion of the  acquisition  of BioForce,  our
current  directors and executive  officers will resign and BioForce will appoint
three new  directors  who will  comprise  our board of  directors.  We will also
change our corporate name to "BioForce Nanosciences Holdings, Inc." The offering
of Shares is contingent upon the closing of the acquisition.  All funds from the
sale of Shares  will be placed in escrow  pending the closing and the minimum of
1,666,667 shares being sold.

Silver River Ventures, Inc.

     We were  originally  organized  in Idaho on June 28,  1984 as Silver  River
Mining Co.,  Inc.,  primarily  to engage in the business of  developing  mineral
resources  in the mining  districts  of  northern  Idaho.  Historical  corporate
records do not  indicate  the extent to which the company  engaged in the mining
business.  In January 2000, we changed our corporate  domicile from Idaho to the
State of Nevada.  We have  conducted  only limited  business  operations and are
deemed a  development  stage  company.  In recent  years,  we have been actively
seeking potential  operating  businesses and/or business  opportunities with the
intent to acquire or merge with such businesses.

     Our principal  offices are located at 19 East 200 South,  Suite 1080,  Salt
Lake City, Utah 84111, and our telephone number is (801) 322-3401.

BioForce Nanosciences, Inc.

     BioForce is a  development  stage company  engaged in  designing,  testing,
patenting and  introducing  for commercial  sale certain  technology  called the
NanoArrayer(TM)  System. The NanoArrayer(TM) System has the ability to position,
print,  and pattern a broad range of materials at discrete  locations on silicon
chips and other surfaces at the micrometer to nanometer spatial scale to produce
ultraminiaturized    biological    sensors,    biomedical    tests   and   other
ultraminiaturized  devices. This ability addresses a fundamental requirement for
the growth of the nanotechnology  industry and overcomes some of the limitations
of existing tools for surface  encoding and  modification at the ultramicro- and
nano-scale.  This  technology  is formatted as a desktop  system that is robust,
modular, fully integrated, intuitive and easy to use.

     BioForce's  principal offices are located at 1615 Golden Aspen Drive, Suite
101, Ames, Iowa 50010, and its telephone number is (515) 233-8333.

                                      -7-
<PAGE>
<TABLE>
<CAPTION>

                                  The Offering

<S>                                                  <C>
Type of offering............................         Private placement to accredited investors only pursuant to
                                                     applicable exemptions from registration provided by the
                                                     Securities Act and various state regulations.

Securities offered hereby...................         4,000,000 shares of SRVI common stock (post-split)

Shares of common stock outstanding:
     At the date of this Memorandum.........         1,999,975
     Following forward stock split..........         3,999,950(1)
     Shares issued for BioForce acquisition          16,000,000
     Total prior to offering................         19,999,950(2)
     After offering if minimum is sold......         21,666,617
     After offering if maximum is sold......         23,999,950

Price of Shares offered.....................         $1.50

Minimum purchase per investor...............         25,000 shares, subject to our discretion to sell less than
                                                     the minimum.

Transfer Restrictions.......................         Sale of the Shares is not being registered under the
                                                     Securities Act or under any state securities laws and,
                                                     accordingly, the Shares may not be resold or otherwise
                                                     transferred unless they are subsequently registered under
                                                     the Securities Act, or an exemption from such registration
                                                     requirements is available.

Limited Registration Rights.................         Purchasers of Shares may be entitled to limited registration
                                                     rights to have their shares of common stock acquired hereby
                                                     registered in the event we file a registration statement
                                                     under the Securities Act, which rights will be subject to
                                                     certain contingencies and limitations.

Use of proceeds.............................         Net  proceeds  from this  offering  will be used for  research  and
                                                     product  development,  sales and marketing,  capital  expenditures,
                                                     patents and intellectual property and working capital.

Risk factors................................         This offering involves a high degree of risk and immediate
                                                     substantial dilution and should not be purchased if
                                                     prospective investors cannot afford the loss of their entire
                                                     investment.  Before purchasing any securities offered,
                                                     please review carefully and consider all information
                                                     contained in this Memorandum, particularly the items set
                                                     forth under the heading "Risk Factors."

Investor qualifications.....................         The offering is being made only to prospective investors
                                                     that are deemed accredited investors and meet the
                                                     suitability standards set forth herein.
---------------------
</TABLE>

     (1) We are  effecting  a 2 shares for 1 share  forward  stock  split of the
         1,999,975 shares of our common stock currently  outstanding,  effective
         on or about  January  30,  2006,  which  will  result in  approximately
         3,999,950  shares  outstanding  prior to the completion of the BioForce
         acquisition.  Unless  otherwise  indicated,  all  references  to shares
         herein will refer to post-split shares.

     (2) Following the  acquisition of BioForce,  certain  BioForce  options and
         warrants  will be converted  into options and warrants to acquire up to
         approximately  2,537,565 shares of SRVI common stock. These shares have
         not been included in the calculations set forth in this table.


                                       -8-
<PAGE>


                                  RISK FACTORS

     The Shares  offered  hereby are highly  speculative in nature and involve a
high degree of risk. Before making an investment in the Shares, each prospective
investor  should  give  careful  consideration  to the  following  risk  factors
inherent in and  affecting  SRVI,  the business of BioForce  and this  offering.
Additional  risks and  uncertainties  not presently known to us, or that are not
currently  believed  to be  important  to you,  if they  materialize,  also  may
adversely affect our business following completion of the acquisition.

Forward-Looking Statements

     This Memorandum contains certain forward-looking  statements concerning our
operations,  economic  performance  and financial  condition,  both prior to and
following the  acquisition of BioForce.  Such  statements are subject to various
risks and  uncertainties.  Actual  results  could differ  materially  from those
currently  anticipated due to a number of factors,  including  those  identified
under "Risk Factors" and elsewhere in this Memorandum.

Risks Relating to the Acquisition of BioForce

     Our current  stockholders  have no opportunity to approve or disapprove the
     acquisition  of  BioForce  and  will  experience  substantial  dilution  in
     connection with the transaction.
     ---------------------------------------------------------------------------

     The acquisition of BioForce has been approved by our board of directors and
will not be presented to our stockholders for approval.  Also, under Nevada law,
other actions that would  routinely be taken at a meeting of  stockholders,  are
being taken by written consent of stockholders  having not less than the minimum
number of votes that would be  necessary  to  authorize  or take the action at a
meeting  of  stockholders.   Accordingly,   stockholders   other  than  our  two
controlling  stockholders  are not being  asked to approve or  disapprove  these
matters. In addition, in the event the acquisition of BioForce is consummated as
described  herein,  a total of 16  million  shares of our  common  stock will be
issued to the current  stockholders of BioForce and holders of BioForce  options
and  warrants.  In  addition,  options and  warrants  to purchase an  additional
2,537,565  shares of our  common  stock  will be issued to  BioForce  option and
warrant holders in  consideration  for the cancellation of such BioForce options
and warrants. The aggregate shares to be issued to current BioForce stockholders
and holders of BioForce options and warrants will represent approximately 80% of
the  total  number  of  shares  of  our  common  stock  issued  and  outstanding
immediately following the acquisition, without giving consideration to shares to
be  issued  pursuant  to  the  private  placement.   Consequently,  our  current
stockholders will experience substantial dilution in their ownership interest in
our company.

     If the  acquisition  of BioForce  does not occur,  we will not benefit from
     expenses we have incurred in pursuit of the transaction.
     ---------------------------------------------------------------------------

     The  acquisition  of  BioForce  may  not be  completed.  If  conditions  to
completion  of the  acquisition  are not  satisfied  or the  transaction  is not
otherwise  finalized,  we will have  incurred  expenses  for  which no  ultimate
benefit  will have been  received.  We  currently  expect to incur out of pocket
expenses  of   approximately   $50,000  for  services  in  connection  with  the
acquisition,  consisting  of  professional  fees,  financial  printing and other
related  charges,  much of which may be incurred even if the  acquisition is not
completed.  In addition,  we anticipate  expenses  associated with this offering
will be approximately  $35,000.  If the acquisition is not completed,  all funds
held in escrow from the sale of Shares will be  returned  to the  investors  and
expenses  associated  with  this  offering  will be paid  for by  advances  from
stockholders,  which will be evidenced on our  financial  statements  as current
liabilities.

     We will  require  additional  financing  to  proceed  with our  anticipated
     business activities following  completion of the acquisition.  There can be
     no assurance that financing will be available on terms beneficial to us, or
     at all.
     ---------------------------------------------------------------------------

     Following the acquisition of BioForce,  we will probably require  financing
of  approximately  $6.0  million  during the next 12 months to proceed  with our
anticipated  business  activities.  In order to close the  acquisition,  we must
realize at least $2.5  million  from this  offering.  If the  maximum  amount is
realized from this  offering,  of which there can be no assurance,  we will have
gross  proceed of $6 million,  which  should be  sufficient  to proceed with our
proposed  business  plan and  sustain  our  operations  for at least the next 12
months.  If we raise  additional  capital  by  selling  equity or  equity-linked
securities,  these  securities  would  dilute the  ownership  percentage  of our
existing stockholders.  Also, these securities could have rights, preferences or
privileges  senior to those of our common stock. We will also have the authority
to issue preferred shares with terms, rights and preferences  established by the
board of directors.  Similarly,  if we raise additional  capital by issuing debt

                                      -9-
<PAGE>

securities,  those securities may contain covenants that restrict us in terms of
how we operate  our  business,  which  could also affect the value of our common
stock. We may not be able to raise capital on reasonable terms, or at all.

     Following the merger,  the current principal  stockholders of BioForce will
     have significant influence over our business operations and management.
     ---------------------------------------------------------------------------

     Following the  acquisition of BioForce,  the  controlling  stockholders  of
BioForce will  beneficially  own  approximately  48% of our  outstanding  voting
stock. As a result,  these  controlling  stockholders  will possess  significant
influence over the affairs of our company. This control,  although not absolute,
will give the  controlling  stockholders  the ability,  among other  things,  to
effectively  elect  all  members  of our  board  of  directors  and  to  approve
significant  corporate  transactions.  Such stock ownership and control may also
have the effect of delaying or preventing a future change in control, impeding a
merger,  consolidation,  takeover or other business  combination or discourage a
potential acquirer from making a tender offer or otherwise  attempting to obtain
control of our company.

Risks Relating to Our Business After the Completion of the Acquisition
----------------------------------------------------------------------

     BioForce has a limited  operating  history and has not  recorded  operating
     profits since its  inception and SRVI has been inactive for several  years.
     Continuing  losses  may  exhaust  our  capital  resources  and  force us to
     discontinue operations.
     ---------------------------------------------------------------------------

     BioForce was incorporated in August 2001, has a limited  operating  history
and  incurred  net losses since  inception.  SRVI has been  inactive for several
years and has a net  stockholders'  deficit of $42,737 as of September 30, 2005.
The  potential  for us to  generate  profits  following  the  completion  of the
acquisition depends on many factors, including the following:

     o   our ability to secure adequate funding to complete ongoing research and
         to develop commercially viable products for our technology;

     o   the size and timing of future customer orders,  milestone  achievement,
         product delivery and customer acceptance, if required;

     o   success   in   developing,    maintaining   and   enhancing   strategic
         relationships with potential customers;

     o   our ability to protect BioForce's intellectual property;

     o   actions  by  competitors  towards  the  development  and  marketing  of
         technologies and products that will compete directly with ours;

     o   the costs of maintaining and expanding operations; and

     o   our ability to attract and retain a qualified work force.

     We cannot  assure you that  following the  acquisition  of BioForce we will
achieve any of the foregoing  factors or realize  profitability in the immediate
future or at any time.

     BioForce has had a significant working capital deficit, which makes it more
     difficult to obtain  capital  necessary for its business and which may have
     an adverse effect on our future business following the acquisition.
     ---------------------------------------------------------------------------

     BioForce has  historically  had a working capital deficit and is in need of
additional funding. If after completion of the acquisition  transaction,  all of
BioForce's current  liabilities were to become due at the same time, without the
anticipated  financing that we are attempting to finalize, we would be unable to
pay them in full, which would most likely have a material negative impact on our
business and future prospects.

     If BioForce cannot achieve  commercial  application of its  NanoArrayer(TM)
     System and related technology, we may not achieve profitability.
     ---------------------------------------------------------------------------

     The  development  of a market for the BioForce  NanoArrayer(TM)  System and
other  technologies  is dependent,  in part, upon the on development of a market
for tools that enable aspects of the emerging nanotechnology industry as well as
entry into existing markets in  biotechnology.  This development may be impacted
by many factors including, but not limited to the following:

                                      -10-
<PAGE>

     o   introduction of an alternative disruptive technology;

     o   inability to finalize key partnership transactions;

     o   lack of acceptance of NanoArrayer(TM) technology;

     o   emergence of new competitive technologies and products; and

     o   inability to evolve  rapidly  enough to keep pace with the needs of the
         industry.

     If we fail to  develop  sufficiently  attractive  commercial  uses  for the
BioForce  technologies,  or if we are unable to produce competitive products, we
may not achieve profitability.

     Certain  government  regulations  concerning  approval of technology  based
     products may negatively  impact our business  following the  acquisition of
     BioForce.
     ---------------------------------------------------------------------------

     It may be necessary for certain  products  developed from our technology to
be approved by the Federal  government.  Also, the government has certain rights
to freely use intellectual  property, the development of which was subsidized in
par  or  wholly  by  funding  received  from  a  government  agency.  Government
regulations concerning approval of diagnostic concepts, chips, devices and other
matter  related to our  technology and products may be burdensome and costly and
could negatively impact our business  following the acquisition of BioForce.  We
do not know the extent to which any such  regulations  may  impact the  BioForce
business or the businesses of its customers' businesses.  Any new regulation may
increase  costs  and could  reduce  our  potential  to be  profitable  following
completion of the merger.

     The industry in which  BioForce  operates is highly  competitive  and could
     affect our results of operations,
     which would make profitability even more difficult to achieve and sustain.
     ---------------------------------------------------------------------------

     The  nanotechnology  industry is highly  competitive and is marked by rapid
technological  growth.  Other  competitors  and  potential  competitors  include
NanoInk (DPN),  Affymetrix,  Agilent,  Novascan and other companies  involved in
microarrays,  nanolithography  and related  areas.  Many  existing and potential
competitors have greater  financial  resources,  larger market share, and larger
production  and  technology  research  capability,  which  may  enable  them  to
establish a stronger  competitive position than we have, in part through greater
marketing  opportunities and challenges to our intellectual property. If we fail
to address competitive developments quickly and effectively, we will not be able
to grow our business or remain a viable entity.

     Our  business  could  be  adversely   affected  by  any  adverse   economic
     developments in the nanotechnology industry and/or the economy in general.
     ---------------------------------------------------------------------------

     BioForce  depends  on the  perceived  demand  for  the  application  of its
technology and resulting  products.  These products are focused on  applications
and customers in nanotechnology  and biotechnology.  Therefore,  our business is
susceptible to downturns in the nanotechnology and biotechnology  industries and
the economy in  general.  Any  significant  downturn in the market or in general
economic conditions would likely hurt our business.

     If BioForce fails to keep up with changes  affecting its technology and the
     markets that it will ultimately  service,  it will become less  competitive
     and thus adversely affect future financial performance.
     ---------------------------------------------------------------------------

     In order  to  remain  competitive  and  serve  its  potential  effectively,
BioForce  must  respond  on a timely  and  cost-efficient  basis to  changes  in
technology, industry standards and procedures and customer preferences. BioForce
needs to continuously  develop new technology,  products and services to address
new technological  developments.  In some cases these changes may be significant
and the cost to comply with these changes may be  substantial.  We cannot assure
you that we will be able to adapt to any  changes  in the future or that we will
have the financial  resources to keep up with changes in the marketplace.  Also,
the cost of adapting  BioForce's  technology,  products  and services may have a
material and adverse effect on our operating results.

     Our  business  could be  adversely  affected  by  local,  state,  national,
     international laws or regulations.
     ---------------------------------------------------------------------------

     BioForce's  future  success  depends in part on laws and  regulations  that
exist,  or  are  expected  to be  enacted  around  the  world.  These  laws  and
regulations  could  negatively  affect our  business and  anticipated  revenues.
BioForce cannot guarantee a positive outcome in direction,  timing,  or scope of
laws and regulations that may be enacted which will affect its business.

                                      -11-
<PAGE>

     Our future success depends on retaining  BioForce's  existing key employees
     and hiring and assimilating new key employees. The loss of key employees or
     the  inability  to attract  new key  employees  could  limit our ability to
     execute our growth  strategy,  resulting in lost sales and a slower rate of
     growth.
     ---------------------------------------------------------------------------

     Our future success depends in part on our ability to retain  BioForce's key
employees including its executive  officers.  Although following the acquisition
we expect to have employment  agreements with these  executives,  each executive
may be able  to  terminate  his or her  agreement  at any  time.  We  anticipate
obtaining,  "key man" insurance for one or more of our key executives.  It would
be difficult for us to replace any one of these individuals.  In addition, as we
grow  we may  need  to  hire  additional  key  personnel.  We may not be able to
identify and attract  high quality  employees  or  successfully  assimilate  new
employees into our existing management structure.

     BioForce's business plan and our future growth strategy anticipates that we
     may possibly make targeted strategic acquisitions. A future acquisition may
     disrupt our business,  dilute  stockholder  value or distract  management's
     attention from operations.
     ---------------------------------------------------------------------------

     Unless  BioForce  can  develop  its present  technology  or newly  acquired
technology  into  marketable  products,  our ability to generate  revenue may be
hindered and our ability to achieve profitability will be slow and difficult.  A
possible  strategy is to acquire new  technology  or products  through  targeted
strategic acquisitions.  If we attempt and fail to execute on this strategy, our
revenues may not increase and our ability to achieve  significant  profitability
will be  delayed.  Prior to this  time,  BioForce's  ability  to make  strategic
acquisitions has been hampered by its limited capital  resources and the lack of
a public market for its stock.

     We may not be able to identify any  appropriate  targets or acquire them on
reasonable terms. Even if we make strategic acquisitions,  we may not be able to
integrate  these  technologies,  products  and/or  businesses  into our existing
operations in a cost-effective and efficient manner.

     We may be unable to protect our  intellectual  property  adequately or cost
     effectively, which may cause us to lose market share or reduce prices.
     ---------------------------------------------------------------------------

     Our future  success  depends in part on  BioForce's  ability to protect and
preserve  its  proprietary  rights  related  to  its  technology  and  resulting
products.  We cannot  assure you that we will be able to prevent  third  parties
from  using  our  intellectual   property  rights  and  technology  without  our
authorization.  Although  BioForce has filed for several  patents and intends to
aggressively  pursue efforts to obtain patent protection for its technology,  it
will also rely on trade  secrets,  common law  trademark  rights  and  trademark
registrations.  BioForce  will also  employ  confidentiality  and work for hire,
development,  assignment and license  agreements  with  employees,  consultants,
third party developers,  licensees and customers. However, these measures afford
only  limited  protection  and may be  flawed  or  inadequate.  Also,  enforcing
intellectual  property  rights  could be  costly  and  time-consuming  and could
distract management's attention from operating business matters.

     BioForce's  intellectual  property  may  infringe  on the rights of others,
     resulting in costly litigation.
     ---------------------------------------------------------------------------

     In recent years, there has been significant litigation in the United States
involving patents and other intellectual  property rights. In particular,  there
has  been  an  increase  in  the  filing  of  suits  alleging   infringement  of
intellectual property rights, which pressure defendants into entering settlement
arrangements quickly to dispose of such suits, regardless of their merits. Other
companies  or  individuals  may allege that we  infringe  on their  intellectual
property rights.  Litigation,  particularly in the area of intellectual property
rights,  is costly and the outcome is inherently  uncertain.  In the event of an
adverse result, we could be liable for substantial  damages and we may be forced
to discontinue  our use of the subject matter in question or obtain a license to
use those rights or develop  non-infringing  alternatives.  Any of these results
would  increase  our  cash  expenditures,   adversely  affecting  our  financial
condition.

     We may not be able to manage our growth effectively,  which could adversely
     affect our operations and financial performance.
     ---------------------------------------------------------------------------

     The  ability  to  manage  and  operate  our  business  as  we  execute  our
development and growth  strategy will require  effective  planning.  Significant
rapid growth  could strain our  management  and  internal  resources,  and other
problems that could adversely affect our financial  performance.  We expect that
BioForce's  efforts  to grow  will  place a  significant  strain  on  personnel,
management  systems,  infrastructure and other resources.  Our ability to manage
future growth effectively will also require us to successfully  attract,  train,
motivate, retain and manage new employees and continue to update and improve our


                                      -12-
<PAGE>

operational,  financial and  management  controls and  procedures.  If we do not
manage our growth  effectively,  our  operations  could be  adversely  affected,
resulting in slower growth and a failure to achieve or sustain profitability.

     Being a public company involves increased administrative costs, which could
     result in lower net income and make it more difficult for us to attract and
     retain key personnel.
     ---------------------------------------------------------------------------

     As a public  company,  we incur  significant  legal,  accounting  and other
expenses  that  BioForce did not incur as a private  company.  In addition,  the
Sarbanes-Oxley Act of 2002 as well as new rules subsequently  implemented by the
SEC,  have  required  changes  in  corporate   governance  practices  of  public
companies.  We expect that these new rules and  regulations  will  increase  our
legal  and  financial  compliance  costs  and make  some  activities  more  time
consuming.  For example,  in connection with being a public company, we may have
to create several board committees,  implement  additional internal controls and
disclose controls and procedures, retain a transfer agent and financial printer,
adopt an insider  trading  policy and incur  costs  relating  to  preparing  and
distributing  periodic public reports in compliance  with our obligations  under
securities  laws.  These  new  rules  and  regulations  could  also make it more
difficult for us to attract and retain qualified  executive officers and members
of our board of directors, particularly to serve on our audit committee.

Risks Relating to Ownership SRVI Common Stock
---------------------------------------------

     Purchasers of the Shares  pursuant to this  offering  have certain  limited
     registration  rights to have their shares of common stock  registered  with
     the SEC.  This would make more shares  available  for trading in the public
     market and could have a negative effect on our stock price.
     ---------------------------------------------------------------------------

     This offering  includes limited  registration  rights for purchasers of the
Shares.  Accordingly,  we may  within  6  months  after  this  offering,  file a
registration  statement  with the SEC to  register  the Shares  offered  hereby.
BioForce is a party to agreements with certain of its stockholders requiring it,
under  certain  circumstances,  to use its best efforts to prepare and file with
the SEC a registration  statement on an appropriate  form covering the offer and
resale to the public of the shares of our common stock issuable upon the closing
of the  acquisition.  Also,  BioForce  stockholders  acquiring SRVI common stock
pursuant to the  acquisition of BioForce and certain  holders of SRVI restricted
common stock will be give similar  registration rights to register their shares,
subject to certain lock-up and leak-out  agreements.  Upon  effectiveness of the
registration  statement,  these  shares would be able to be sold freely into the
public trading market. If a significant number of these shares were to be placed
for sale into the market, the price of our stock could go down.

     We cannot  assure you that there will be an active  trading  market for our
     common stock and it could be  difficult  for holders of our common stock to
     liquidate their shares.
     ---------------------------------------------------------------------------

     Even  though our common  stock is  expected to continue to be quoted on the
OTC Bulletin  Board, we cannot predict the extent to which a trading market will
develop or how liquid that market might become.  Also,  most shares  outstanding
after the  acquisition  of  BioForce,  including  those  issued  pursuant to the
acquisition,  will be  "restricted  securities"  within the  meaning of Rule 144
promulgated by the SEC and will  therefore be subject to certain  limitations on
the ability of holders to resell such shares. Because only a small percentage of
our outstanding  shares are freely tradeable in the public market,  the price of
our shares  could be volatile  and  liquidation  of a person's  holdings  may be
difficult.  Thus,  holders of our common  stock may be required to retain  their
shares for a long period of time.  None of our securities  have been  registered
under federal or state securities laws, although we will use our best efforts to
file a  registration  statement  within 6 months  following  completion  of this
offering  related  to  certain   registration   rights  and  other  obligations.
Restricted shares may not be sold or otherwise  transferred without registration
or reliance upon a valid exemption from registration.

     We do not anticipate paying dividends in the foreseeable future. This could
     make our stock less attractive to potential investors.
     ---------------------------------------------------------------------------

     We  anticipate  that we will  retain  any  future  earnings  and other cash
resources for future operation and development of our business and do not intend
to declare  or pay any cash  dividends  in the  foreseeable  future.  Any future
payment of cash  dividends  will be at the  discretion of our board of directors
after  taking into  account  many  factors,  including  our  operating  results,
financial  condition and capital  requirements.  Corporations that pay dividends
may be viewed as a better investment than corporations that do not.

                                      -13-
<PAGE>

     Future sales or the potential for sale of a substantial number of shares of
     our common  stock could cause our market  value to decline and could impair
     our ability to raise capital through subsequent equity offerings.
     ---------------------------------------------------------------------------

     Sales of a  substantial  number of shares of our common stock in the public
markets,  or the perception  that these sales may occur,  could cause the market
price of our common stock to decline and could materially  impair our ability to
raise  capital  through  the  sale of  additional  equity  securities.  Once the
acquisition  of BioForce is completed and assuming the maximum  number of Shares
is sold in this  offering,  in addition to the  23,999,950  shares of our common
stock actually issued and outstanding,  there will be approximately  another 7.5
million shares of common stock reserved for future issuance as follows:

     o   approximately 2,537,565 shares reserved for issuance upon conversion of
         currently outstanding BioForce options and warrants; and

     o   5.0  million  shares  reserved  for  issuance  under our new  incentive
         compensation plan.

     The authorization  and issuance of blank-check  preferred stock may prevent
     or discourage a change in our control or management.
     ---------------------------------------------------------------------------

     Our  amended  certificate  of  incorporation  will  authorize  the board of
directors  to  issue  up  to  10  million  shares  of  preferred  stock  without
stockholder  approval  having  terms,   conditions,   rights,   preferences  and
designations as the board may determine. The rights of the holders of our common
stock will be subject to, and may be  adversely  affected  by, the rights of the
holders of any preferred stock that may be issued in the future. The issuance of
preferred  stock,  while  providing  desirable  flexibility  in connection  with
possible  acquisitions  and other corporate  purposes,  could have the effect of
discouraging a person from acquiring a majority of our outstanding common stock.

     It may be difficult for a third party to acquire us, and this could depress
     our stock price.
     ---------------------------------------------------------------------------

     Under Nevada  corporate law, we are permitted to include or exclude certain
provisions in our articles of incorporation and/or by-laws that could discourage
information  contests and make it more difficult for you and other  stockholders
to  elect  directors  and take  other  corporate  actions.  As a  result,  these
provisions could limit the price that investors are willing to pay in the future
for shares of our common stock. For example:

     o   Without  prior  stockholder  approval,  the board of directors  has the
         authority to issue one or more  classes of preferred  stock with rights
         senior to those of common stock and to determine the rights, privileges
         and inference of that preferred stock.

     o   Under  Nevada law, we are not  required to provide for, and our by-laws
         do not provide for,  cumulative  voting in the  election of  directors,
         which would  otherwise  allow less than a majority of  stockholders  to
         elect director candidates.

     o   Stockholders cannot call a special meeting of stockholders.

     Trading in our shares may be subject to certain  "penny  stock"  regulation
     which could have a negative effect on the price of our shares in the public
     trading market.
     ---------------------------------------------------------------------------

     Public  trading of our common  stock on the OTCBB may be subject to certain
provisions,  commonly referred to as the penny stock rule, promulgated under the
Securities  Exchange Act of 1934.  A penny stock is generally  defined to be any
equity  security  that has a market price less than $5.00 per share,  subject to
certain exceptions.  If our stock is deemed to be a penny stock,  trading in our
stock  will  be  subject  to   additional   sales   practice   requirements   on
broker-dealers. These may require a broker dealer to:

     o   make a  special  suitability  determination  for  purchasers  of  penny
         stocks;

     o   receive the purchaser's written consent to the transaction prior to the
         purchase; and

     o   deliver to a prospective purchaser of a penny stock, prior to the first
         transaction,  a risk  disclosure  document  relating to the penny stock
         market.

     Consequently,  penny stock rules may restrict the ability of broker-dealers
to trade and/or maintain a market in our common stock.  Also,  many  prospective
investors  may not  want to get  involved  with  the  additional  administrative
requirements,  which may have a material  adverse  effect on the  trading of our
shares.

                                      -14-
<PAGE>

Risks Relating to This Offering

     The Shares offered hereby are considered  restricted securities and may not
     be resold or otherwise transferred without a registration  statement or the
     availability of an appropriate exemption.
     ---------------------------------------------------------------------------

     Sale of the  Shares is not being  registered  under the  Securities  Act or
under the laws of any  state.  This  offering  is being  made in  reliance  upon
exemptions from registration  under the Securities Act afforded by Sections 4(2)
of the Act and/or  Regulations D, Rule 506 promulgated  thereunder.  In order to
satisfy the  requirements of these  exemptions and applicable  state  securities
laws,  investors  must acquire  their  securities  for their own account and for
investment purposes only, not with a view toward distribution.  Accordingly, the
securities  cannot be resold or  otherwise  transferred  or  disposed  of by the
purchasers  thereof without  registration under the Securities Act, or unless an
exemption  from  registration  is  available  for such sale,  transfer  or other
disposition.  We will seek to prevent unregistered or non-exempt resale or other
dispositions of these  securities.  All purchasers of Shares will be required to
sign a  subscription  agreement,  which  contains an agreement  not to resell or
otherwise  dispose  of  the  securities  without  registration  or  without  the
availability of an exemption from such registration.

     Certain  conditions of the  Securities  Act must be satisfied  prior to any
resale,  transfer or other  disposition of the Shares.  Some of these conditions
may include a minimum holding period, availability of certain reports, including
financial  statements,  limitations on the percentage of securities sold and the
manner in which they are sold.  We are under no obligation to ensure that any of
these  conditions can be met. We can prohibit any sale,  transfer or disposition
unless we receive an opinion of counsel provided at the  stockholder's  expense,
in form  satisfactory  to us stating that the proposed  sale,  transfer or other
disposition  will not result in a violation of the applicable  federal and state
securities laws and regulations.  Consequently, owners of the securities offered
hereby may have to hold  their  investment  indefinitely  and may not be able to
liquidate their  investments or pledge their securities as collateral for a loan
in the event of an emergency.

     Purchasers of Shares  pursuant to this  offering will suffer  immediate and
     substantial dilution in the value of their investment.
     ---------------------------------------------------------------------------

     You will incur immediate and substantial  dilution in the net tangible book
value of our common stock as a result of purchasing Shares in this offering. The
net tangible book value of our common stock immediately after this offering will
be significantly less than the offering price of the Shares.

     All proceeds from the offering will be placed into an escrow  account until
     such time as the  acquisition  of  BioForce  is  completed  and the minimum
     number of Shares is sold.
     ---------------------------------------------------------------------------

     Proceeds from the sale of Shares will be placed into escrow until such time
as we complete the  acquisition of BioForce and at least  1,666,667  shares have
been sold.  At that time,  the proceeds will be released from escrow and we will
have immediate use of the funds.  Following the closing of the  acquisition  and
sale of the minimum number of Shares, all proceeds will be immediately available
to the company  regardless of the amount  realized.  If the  acquisition  is not
completed,  all  invested  funds  will be  returned  to the  investors,  without
interest.  Further,  if the acquisition is completed and funds are released from
escrow,  if less than the maximum amount is realized from this offering,  we may
not have  adequate  funds to fulfill our initial  immediate  business  goals and
development of BioForce's NanoArrayer(TM) System.

     Management  will have certain  discretion  in the use of proceeds from this
     offering.
     ---------------------------------------------------------------------------

     Following  the closing of the  BioForce  acquisition  and the release  from
escrow  of the  proceeds  from  this  offering,  management  will  have  certain
discretion in the use of proceeds derived from this offering. Although we intend
to  substantially  use the  proceeds as set forth herein to develop the business
and products of BioForce, management will have some discretion in the use of the
proceeds.

     The  offering  price of the  Shares has been  arbitrarily  set and does not
     relate to any recognized criteria of value.
     ---------------------------------------------------------------------------

     The offering price of the Shares has been determined  arbitrarily by us and
may not be indicative of the price another  investor would be willing to pay for
the Shares or the value of the Shares as  perceived  by the public  market.  The
offering price bears no relationship to our assets,  book value,  earnings,  net
worth, or any other tangible criteria of value.

                                      -15-
<PAGE>

     Because we have not engaged an underwriter for the sale of Shares and there
     is no firm  commitment to purchase  Shares,  there is no assurance  that we
     will be able to sell all or any of the Shares offered.
     ---------------------------------------------------------------------------

     The Shares are being offered directly by us on a best-efforts  basis and no
commitment  exists by anyone to purchase  all or any portion of the Shares being
offered.  We will endeavor to enter into agreements with broker-dealers or sales
agents to assist in the offering,  although any such  arrangements  will be on a
best-efforts  basis.  If following the  acquisition  of BioForce and the release
from escrow of proceeds  realized from this offering to that date, we experience
difficulty in completing the offering,  we are under no obligation to refund any
or all subscriptions  tendered.  Subscription  proceeds must be tendered in U.S.
funds and will be delivered to the escrow account and,  following  completion of
the  acquisition  and sale of the minimum number of Shares,  will be released to
the  company.  The  success of this  offering  will  depend  upon our  marketing
efforts.  No  assurance  can be given that the entire  offering,  or any portion
hereof, will be sold. Further, if this entire offering is not sold, there are no
assurances that our prospective business objectives will be accomplished.

     The  securities  offered  hereby  involve a high  degree  of risk.  Persons
     considering an investment in the Shares should be aware of all risk factors
     set forth in this  Memorandum and should consult with their legal,  tax and
     other  financial  advisors  prior to making an investment in the securities
     offered.
     ---------------------------------------------------------------------------

                                    DILUTION

     SRVI  currently has a nominal  negative net tangible  book value,  which is
determined by taking total tangible assets,  less total liabilities and dividing
the result by the number of shares outstanding. Following the completion of this
offering,  our net  tangible  book  value  will be less than the $1.50 per share
offering price that investors will pay for per Share.  Accordingly,  prospective
investors in this offering will suffer immediate and substantial dilution in the
value of their investment.

                                 USE OF PROCEEDS

     We estimate the net proceeds from the sale of Shares  offered  hereby to be
approximately  $5,965,000  if the  maximum  number  is sold.  Net  proceeds  are
determined after deducting  estimated  offering costs of approximately  $35,000,
excluding  commissions  and/or  finders'  fees, if paid,  legal,  accounting and
filing  fees,   the  cost  of  printing  this   Memorandum   and  issuing  stock
certificates.  We will set aside a  contingency  of $420,000  for the payment of
commissions  and/or  finders'  fees in the event such payments are earned on the
sale of the maximum  amount of Shares.  We  anticipate  that the  estimated  net
proceeds will be used substantially as set forth below. If less than the maximum
amount is raised, the proceeds will be used at the discretion of management on a
prioritized basis as set forth in the following table, with the highest priority
uses listed first.
<TABLE>
<CAPTION>

                                                        Maximum                   Maximum
                                                 Shares       Percentage of        Shares        Percentage of
                                                  Sold           Proceeds          Sold             Proceeds
                                               -----------    -------------    -----------       -------------
<S>                                            <C>            <C>              <C>               <C>
Gross proceeds..........................       $ 2,500,000           -         $ 6,000,000              -
                                               ===========                     ===========
Costs of offering(1)....................            35,000           1 %            35,000            1 %
Contingency for commissions
   or finders' fees, if paid(2).........           175,000           7 %           420,000            7 %
Fee related to acquisition..............           250,000          10 %           250,000            4 %
Research and product development........           350,000          14 %         1,000,000           17 %
Sales and marketing.....................           400,000          16 %         1,200,000           20 %
Capital expenditures....................           200,000           8 %           700,000           12 %
Patents and intellectual property.......           250,000          10 %           800,000           13 %
General and administrative expenses.....           300,000          12 %           900,000           15 %
Professional fees.......................            50,000           2 %            50,000            1 %
Working capital(3)......................           490,000          20 %           645,000           10 %
                                              ------------        ------      ------------         ------
           Total........................       $ 2,500,000         100 %       $ 6,000,000          100 %
                                               ===========         =====       ===========          =====
</TABLE>
------------------------------

     (1)  Offering  costs  include  accounting  and legal fees,  filing fees and
          printing expenses.
     (2) We may pay sales commissions to licensed securities sales agents and/or
         broker-dealers  in an amount of 7% of the gross  proceeds  of the sales
         plus 5% in the form of stock  purchase  warrants,  exercisable at $1.50
         per  share  for 5 years.  Also,  we may enter  into  arrangements  with
         persons that act solely as finders in the  introduction  of prospective
         investors,  in which  case we will pay a finder's  fee to such  persons
         equivalent to the above compensation.  Accordingly,  we will reserve up
         to $420,000 of the gross proceeds for such payments.
     (3) Working capital  includes  office expenses and other general  corporate
         purposes.

                                      -16-
<PAGE>

     Management anticipates that the estimated maximum net proceeds will sustain
our operating needs for a period of approximately one year following  completion
of the offering.  Pending use of the net proceeds,  the funds may be invested in
short-term interest-bearing securities or their equivalent.

     Amounts set forth above  merely  indicate  the  proposed  use of  proceeds.
Actual  expenditures may vary substantially  from these estimates  depending the
total  amount  of  proceeds  realized,  economic  conditions  and  the  progress
sustained in furthering our business.

                             MARKET FOR COMMON STOCK

     Our common stock is currently  included on the OTC Bulletin Board under the
symbol  "SRVV",  although  there has not been an active  trading  market for the
shares.  Accordingly,  we are not including a history of reported  trades in the
public market.  The last reported trade for our shares was at $0.25 per share on
October 11, 2005.

     Upon the  completion  of the BioForce  acquisition  and the closing of this
private  placement of Shares,  we anticipate  making an  application to have our
common stock listed on the American Stock  Exchange.  To be accepted for listing
on the AMEX, we must first satisfy certain minimum  listing  criteria  including
net asset requirements and a sufficient  shareholder base. There is no assurance
that we will meet these  requirements  or that our shares will be  accepted  for
trading on the AMEX.

     The  ability  of  individual  stockholders  to  trade  their  shares  in  a
particular  state may be subject to various rules and regulations of that state.
A number of states  require that an issuer's  securities  be registered in their
state or  appropriately  exempted from  registration  before the  securities are
permitted  to trade in that state.  Presently,  we have no plans to register our
securities in any particular state.  Further,  our common stock most likely will
be subject to the  provisions  of Section  15(g) and Rule 15g-9 of the  Exchange
Act,  commonly  referred to as the "penny stock" rule.  Section 15(g) sets forth
certain  requirements  for  transactions  in penny  stocks and Rule  15g-9(d)(1)
incorporates  the  definition  of penny stock as that used in Rule 3a51-1 of the
Exchange Act.

     The SEC generally  defines penny stock to be any equity security that has a
market  price  less than $5.00 per share,  subject to certain  exceptions.  Rule
3a51-1  provides  that any equity  security  is  considered  to be a penny stock
unless that security is: registered and traded on a national securities exchange
meeting  specified  criteria  set by the SEC;  authorized  for  quotation  on an
automated  quotation  system  (including  The NASDAQ Stock Market that satisfies
certain criteria;  issued by a registered investment company;  excluded from the
definition  on the basis of price (at least $5.00 per share) or the issuer's net
tangible assets; or exempted from the definition by the SEC.  Broker-dealers who
sell penny stocks to persons other than  established  customers  and  accredited
investors  (generally  persons  with  assets in excess of  $1,000,000  or annual
income exceeding $200,000,  or $300,000 together with their spouse), are subject
to additional sales practice  requirements.  For  transactions  covered by these
rules,  broker-dealers  must make a special  suitability  determination  for the
purchase of such  securities  and must have  received  the  purchaser's  written
consent  to  the  transaction  prior  to the  purchase.  Additionally,  for  any
transaction  involving  a penny  stock,  unless  exempt,  the rules  require the
delivery, prior to the first transaction, of a risk disclosure document relating
to the penny stock market.  A  broker-dealer  also must disclose the commissions
payable to both the broker-dealer and the registered representative, and current
quotations  for the  securities.  Finally,  monthly  statements  must be sent to
clients  disclosing  recent price  information  for the penny stocks held in the
account and  information  on the limited  market in penny stocks.  Consequently,
these rules may restrict the ability of  broker-dealers to trade and/or maintain
a market in our common stock and may affect the ability of  stockholders to sell
their shares.

     As of the date hereof,  there are approximately 30 holders of record of our
common stock.  Because all of our outstanding shares of common stock were issued
pursuant to exemptions  under the Securities Act, we have not previously filed a
registration  statement covering these shares. We have relied upon the exemption
provided by Section  4(2) of the  Securities  Act in previous  issuances  of our
common stock.

Dividend Policy

     We have not declared or paid cash  dividends or made  distributions  in the
past on our  common  stock,  and we do not  anticipate  that we  will  pay  cash
dividends or make  distributions in the foreseeable  future. We currently intend
to retain and invest future earnings to finance operations.

                                      -17-
<PAGE>
                                    BUSINESS

Acquisition of BioForce Nanosciences, Inc.

     On November 30, 2005 we entered  into an agreement  and plan of merger with
BioForce,  a Delaware  corporation with its principal offices in Ames, Iowa. The
agreement  was partially  amended by an addendum  dated as of December 23, 2005.
The acquisition of BioForce is being accomplished through a merger of our wholly
owned subsidiary,  Silver River Acquisitions,  Inc., with and into BioForce with
BioForce  being the  survivor of the merger.  Pursuant to the  transaction,  the
issued and  outstanding  shares of BioForce  common stock will be converted into
the right to receive 16  million  shares of SRVI  common  stock,  post-split  as
described below.

     Our board of directors has also unanimously  approved a forward stock split
of our 1,999,975 issued and outstanding shares of common stock on a 2 shares for
1 share basis,  to be effective on or about January 30, 2005.  The split will be
effected prior to the consummation of the BioForce acquisition and will increase
the number of issued and outstanding shares to 3,999,950 shares.  After issuance
of shares for the BioForce  acquisition,  we will have approximately  19,999,950
shares of common stock issued and outstanding.

     Upon completion of the acquisition of BioForce,  our current  directors and
executive officers will resign and BioForce will appoint three new directors who
will comprise our new board of  directors,  with the  possibility  of adding two
additional directors. We will also amend our certificate of incorporation to (i)
add  preferred  shares to our  authorized  capitalization,  and (ii)  change our
corporate name to "BioForce  Nanosciences  Holdings,  Inc." We will also adopt a
new incentive compensation plan for key employees, officers and directors.

     Upon the closing of the acquisition,  the current  stockholders of BioForce
will own approximately  80% of our issued and outstanding  common stock, and our
current stockholders will own approximately 20%, without giving consideration to
shares  being  issued  pursuant  to the  private  placement.  The purpose of the
acquisition is to allow us to acquire and carry on the business of BioForce.

     On  November  30,  2005,  Edward F.  Cowle  and H.  Deworth  Williams,  the
controlling  stockholders of SRVI,  beneficially  owned 1,746,610  shares of the
outstanding 1,999,975 shares of common stock,  representing  approximately 87.3%
of the outstanding shares. The controlling stockholders have, in connection with
the  transactions  contemplated  by the  merger  agreement,  executed  a written
consent to take the following actions:

     o   authorize an amendment to our certificate of incorporation,  which will
         add preferred  stock to our  authorized  capitalization  and change our
         corporate name to "BioForce Nanosciences Holdings, Inc"; and

     o   approve the adoption of a new incentive compensation plan.

     This  offering and the issuance of Shares  offered  hereunder is contingent
upon the closing of the  BioForce  acquisition.  All  proceeds  from the sale of
Shares  will be placed in escrow  until  such time as the  acquisition  has been
finalized and the minimum  1,666,667  shares have been sold. For purposes of the
escrow,  the closing of the  acquisition of BioForce will be when all conditions
of the agreement and plan of merger with BioForce have been  satisfied or waived
and all required documents have been delivered.  This will include the filing of
the appropriate  documents  related to the transaction with the States of Nevada
and Delaware.  Currently, we anticipate the closing to occur on or about January
30, 2005.

     When the closing of the acquisition  has occurred,  all funds from the sale
of  Shares  previously  deposited  into  escrow  will be  released  and  will be
immediately  available to our company.  Proceeds from sales of Shares after this
date will not be placed in escrow and will be immediately available to us.

Interests of Certain Persons in the Acquisition Transaction

     Our  controlling  stockholders,  Messrs.  Cowle and  Williams  and/or their
assigns,  are entitled to receive a $250,000 fee that is being paid for services
in connection  with the  acquisition of BioForce.  The services are for bringing
the parties  together,  negotiating  the transaction  and for  facilitating  the
acquisition  of  BioForce.  Payment  of this  one-time  fee is to be paid out of
minimum  gross  offering  proceeds  of $2.5  million.  Also,  Messrs.  Cowle and
Williams will own an aggregate of  approximately  1,714,110 shares of our common
stock following the forward stock split, which will represent approximately 8.6%
of the total  outstanding  shares  following the acquisition of BioForce without
regard to the Shares issued in this offering. Business of BioForce Nanosciences,
Inc.

                                      -18-
<PAGE>

     Following  the  acquisition  of  BioForce,  it will become our wholly owned
subsidiary  and include  all of  BioForce's  business,  assets,  operations  and
liabilities.  BioForce was founded in 1994 by Dr. Eric  Henderson,  a pioneer in
the biological applications of Atomic Force Microscopy (AFM), for the purpose of
refining  and  commercializing   radical  advances  in  the  miniaturization  of
bioanalytical systems.  Presently BioForce maintains its office and laboratories
at 1615 Golden Aspen  Drive,  Suite 101,  Ames,  Iowa 50010,  and its  telephone
number   is   (515)   233-8333.   BioForce   also   maintains   a   website   at
www.bioforcenano.com.

     BioForce owns patented and  patent-pending  technology for  ultramicro- and
nanoscale placement and patterning of active biomolecules and other materials at
discrete  locations on silicon chips and other surfaces to create  "nanoarrays".
It has the  advantages of both early market entry and what BioForce  believes to
be  a  strong  patent  estate,  the  latter  of  which  includes  nanoarrays  of
biomolecules.  As the nanotechnology  industry matures,  BioForce will likely be
well-positioned  to profit from technology  license  arrangements and use of its
flagship  desktop  molecular  printer,  the  NanoArrayer(TM),   by  researchers,
developers and manufacturers.

     BioForce   has   developed   proprietary   instrumentation,   devices   and
methodologies for printing proteins and other biomolecules in their active forms
onto a variety of surfaces with high  precision in ultramicro  (<15 microns) and
nanoscale  (<1,000  nanometers)  domains.  Readout of the  interactions  between
printed  biomolecules  with other  molecules or structures  may be achieved by a
number of  methods,  including  both  novel  strategies  (e.g.,  non-destructive
surface profiling) as well as conventional approaches (e.g., fluorescence), thus
providing NanoArrayer products with unique attributes for customers.

     The NanoArrayer(TM) System has the ability to position,  print, and pattern
a broad range of  materials on silicon  chips at the  micrometer  and  nanometer
spatial scale to produce ultraminiaturized  biological sensors, biomedical tests
and other  ultraminiaturized  devices.  This  ability  addresses  a  fundamental
requirement for the growth of the nanotechnology  industry and overcomes some of
the limitations of existing tools for surface  encoding and  modification at the
ultramicro-  and nanoscale.  This powerful  technology is formatted as a desktop
system that is robust,  modular,  fully  integrated,  intuitive and easy to use.
BioForce is one of the very few nanotechnology  companies that has completed the
product development cycle and is now focused on sales and marketing. This effort
was  supported  by over $10  million  in  financing  from  various  governmental
agencies, Societe General Asset Management and other investors.

     In parallel with the development of the  NanoArrayer(TM)  System,  BioForce
has produced the patented  ViriChip(TM)  for multiplexed  whole virus detection,
and a prototype prostate specific antigen ("PSA") detection test using as few as
four cells.  BioForce can develop  specialized  chips for  client-specific  uses
and/or BioForce's own direct sales. A number of external collaborations are also
ongoing with, for example,  Johns Hopkins Medical School  (biosensors and single
cell cancer  studies),  New Link Genetics (drug discovery) and ZS Genetics (high
throughput  gene  sequencing and  expression  profiling).  These  collaborations
illustrate  how  customers  and  partners  can  achieve new  benefits  using the
breakthrough technology represented by the NanoArrayer(TM) System.

     Management believes that those companies that will enjoy early successes in
nanotechnology  will be those  companies that create the  fundamental  tools and
methodologies that enable future developments as the industry grows. In contrast
to the expanding  number of  "nanotechnology"  companies,  many of which have no
products on the horizon, BioForce has a history of product development and sales
in the nanotechnology industry.

Technology Development

     The NanoArrayer(TM) System
     --------------------------

     BioForce's   primary   commercialization    strategy   is   to   sell   the
NanoArrayer(TM) System to a widely diversified group of users, including federal
and academic  scientific  institutions  and  industrial  organizations,  such as
biotechnology and pharmaceutical  companies.  The NanoArrayer(TM)  System can be
viewed as a desktop printer for molecules and materials.  The NanoArrayer System
uses proprietary  consumable lines of microfabricated  print cartridges (Surface
Patterning Tools;  SPT(TM)) and print substrates  (Sindex(TM) Chips).  Driven by
the  limitations  of  existing  technologies,   the  requirement  for  academic,
government and industrial  researchers and product  development teams to move to
the ultramicro-  and nanoscale will likely create a very  attractive  market for
the NanoArrayer(TM) System.

                                      -19-
<PAGE>

     Successful  adoption  of the  NanoArrayer(TM)  System in the United  States
would likely open opportunities for the development of export markets. Following
launch of the  NanoArrayer(TM) in January 2005,  BioForce has compiled a list of
candidate  customers,  some of whom have  requested  formal price quotes  and/or
initiated  fund  raising  activities  for a  purchase.  List price per unit will
likely  start at around  $125,000  and sales  forecasts  also include an ongoing
requirement for consumable accessories for the NanoArrayer(TM) System.

     Other Future Technologies and Products
     --------------------------------------

BioForce  anticipates  parallel  sales of  NanoArrayer  Systems  and  peripheral
products. The latter includes:

     o   Consumable  and  AFM  Solutions  Products:   This  includes  BioForce's
         existing AFM  Solutions  (AFMS)  product  line,  as well as  customized
         Surface Patterning Tools (SPT(TM)) and chips (Sindex(TM))

     o   ViriChip(TM)   System:   The  ViriChip(TM)   System  is  a  proprietary
         ultramicroscale   pathogen   biosensor   platform  for   detecting  and
         identifying  viruses.  The  ViriChip(TM) was developed using BioForce's
         patented NanoArrayer(TM) technology.  BioForce will continue activities
         oriented  toward  establishing  a license  agreement  with an  existing
         diagnostics firm for  commercialization  of the ViriChip(TM) System for
         clinical and/or biodefense applications.

     o   Custom  NanoArrayer(TM)-enabled  Services  and Devices.  BioForce  will
         continue  its   activities   geared   toward   developing   contractual
         relationships  for the  production  of  NanoArrayer  enabled  chips and
         devices.

Nanotechnology Industry

     Nanotechnology  is defined by the  National  Nanotechnology  Initiative  as
"research and technology development at the atomic,  molecular or macromolecular
levels,  in  the  length  scale  of  approximately  1 to  100  nanometers."  For
comparative purposes,  the diameter of a human hair is about 200,000 nanometers;
the diameter of a hydrogen atom is about 1/10 of a nanometer.

     With the passage by Congress of the Nanotechnology Research and Development
Act,  authorizing $3.7 billion for nanotechnology  development the US government
acknowledged the importance of this new era.  However,  to achieve the long-term
vision  of  nanotechnology,  critical  incremental  steps  must  be  taken  in a
practical manner.  BioForce has developed the  NanoArrayer(TM)  System to enable
the first steps toward the greater vision of nanotechnology.  This point is made
particularly clear in a recent article in Business Week:

     "So investors  might keep in mind the old adage:  In a gold rush,  only the
     sellers of picks and axes are sure to profit. In the nano-rush,  that would
     be the makers of microscopes and design software."  (Beaming In On Nanogold
     by Adam Aston, Business Week v.122, June 27th 2005).

     BioForce is currently  positioned to  participate in two of the four market
segments identified in a 2002 review by Punk, Ziegel & Company, which include:

     o   Instrumentation, Tools, Computer Simulation (NanoArrayer(TM))
     o   Life Sciences (ViriChip(TM), PSA on four cells, etc.)
     o   Materials (nanomaterials)
     o   Electronics/Information Technology and Optical Applications

Products

     NanoArrayer(TM) System
     ----------------------

     The  NanoArrayer(TM)  System  places  proteins  and  other  biological  and
non-biological   materials   onto  silicon   chips  and  other   surfaces   with
ultramicroscale  spot sizes  ranging  from 15 microns to 1 micron and  nanometer
scale spatial  precision.  BioForce  believes that the technology can be further
refined  to create  sub-micron  feature  sizes  when  desirable.  BioForce  also
believes  that  Ultraminiaturized  arrays and patterns of up to 10-50 domains or
more  can  be  readily  produced  and  subsequently   used  as  test  sites  for
biomolecular  interactions  with minimal  spatial and sample  requirements.  The
complete system includes the  NanoArrayer(TM)  (the  "printer"),  SPTs(TM),  the
"print cartridges" and Sindex(TM) Chips (the "paper").  The system is controlled
by user-friendly  software with a graphical interface that is designed to retain
significant  depth for power users while  providing a rapid  learning  cycle for
day-to-day  users. The entire system is modular to facilitate field  maintenance
and minimize  production time and expense.  This unique and patented  technology
was  recognized  in 2004 through the receipt of a Red Herring  magazine "Top 100
Innovators Award." (http://www.redherring.com/EventsRhfWinners.aspx).

                                      -20-
<PAGE>

     In many contexts the advantages of transitioning from the microscale to the
ultramicroscale and, ultimately,  the nanoscale for biomedical and life sciences
applications  are profound.  These  include the obvious  advantages of increased
throughput,  portability,  and integration with lab-on-a-chip  devices.  Perhaps
less  obvious,  but no less  important,  is the  reduction  in  amount of sample
required,  making possible a detailed and meaningful biomedical analysis on just
a few cells.  This  capability  creates the  opportunity  for the development of
minimally  invasive  diagnostic  tests (e.g.,  for cancer,  diabetes,  and other
diseases). Finally, this new ability for the creation of ultraminiaturized tests
and devices  will spawn new, as yet  undiscovered,  ideas with value both within
and outside of the life sciences.

     A pre-commercial  NanoArrayer(TM)  (prototype version III) has successfully
undergone field-testing at UC Santa Cruz and Oak Ridge National Laboratory,  and
is currently  undergoing  extensive beta testing at Johns Hopkins  University in
Baltimore, MD. BioForce launched is fourth generation,  first commercial version
of the  NanoArrayer(TM)  System in  January  2005.  BioForce  believes  that the
NanoArrayer(TM) could become the industry standard for ultramicroscale molecular
printing, much like the ink jet printer is for home and industrial printing.

     ViriChip(TM) System
     -------------------

     BioForce's first commercial example of the NanoArrayer's(TM)  manufacturing
capability  is the  patented  ViriChip(TM)  System.  This  system  represents  a
breakthrough  in medical  virology and in other fields where virus  detection is
important, including biodefense, agri-bio and environmental monitoring.

     The ViriChip(TM) System detects multiple viruses simultaneously on a single
chip and requires a microliter  or less of sample to do so. The system  includes
virus-specific ViriChipsTM and a rapid nondestructive reading technology,  which
is currently in development embodied in the NanoReaderTM.  The ViriChip(TM) form
factor is very  malleable  and the  device may be  formatted  in  numerous  ways
including, for example, a cartridge, dipstick or swab.

     A distinguishing feature of this methodology is that ViriChip can be "read"
using Molecular Surface Profiling (MSP(TM)), which directly reports the presence
or absence of viral particles. This technique, based on the technology of Atomic
Force Microscopy  (AFM) has yet to be fully exploited in the life sciences,  and
the  ViriChip(TM)  may be  considered a "killer  application"  for AFM. MSP is a
powerful,  ultra-sensitive,  label-free and non-destructive method for analyzing
BioForce's  nanoarray products.  It is particularly well suited for ViriChip(TM)
analysis because viruses fall into the size range "sweet spot" that is difficult
or  impossible  to directly  observe by optical  methods,  but ideal for MSP(TM)
detection.  Importantly,  even after  being  "read" by MSP(TM),  viruses  remain
bioactive  and their  genomes are amenable to polymerase  chain  reaction  (PCR)
amplification.  It is noteworthy  that the  ViriChip(TM) is also compatible with
conventional  readout  methods  such as  fluorescence  (an  indirect  method  of
observation) or immunological approaches.

     BioForce has  extensively  laboratory  tested  ViriChip(TM).  In some tests
ViriChip(TM)  was shown to be 3,000  times more  sensitive  than  ELISA  (Enzyme
Linked ImmunoSorbant Assay; a widely used immunological detection method) and is
effective in isolating  viruses from  environments  that normally inhibit genome
identification  by the most widely  used  genomic  test,  the  polymerase  chain
reaction (PCR).  Interestingly,  once a ViriChip(TM) analysis has been completed
the sample  amenable to PCR (due to the "cleansing"  action of the  ViriChip(TM)
treatment  and MSP's  non-destructive  characteristics).  Studies  conducted  by
BioForce  have  shown  that  the   ViriChip(TM)   can  enhance  PCR  sensitivity
10,000-fold  or more in  certain  cases and  works  under  conditions  where PCR
totally fails (e.g.,  sputum,  waste water). In contrast to ELISA (which detects
proteins and protein fragments) and PCR (which detects genomic  fragments),  the
ViriChip(TM)  directly  detects  the  infectious  virus  particles  and  permits
subsequent cell culture of detected  viruses due to its  nondestructive  nature.
Thus, the ViriChip(TM) can be both a diagnostic and discovery platform, which is
particularly  timely in view of the recent SARS outbreak and  anticipated  avian
flu pandemic. Finally, the ultraminiaturized nature of the ViriChip(TM) makes it
amenable to a large number of physical formats,  including virtually  "invisible
dust" for biodefense and/or covert  biosensing.  BioForce's  business plan calls
for developing a licensing  agreement with an appropriate partner to develop the
ViriChip(TM) into a commercial product.

Custom Nanoarrays and Applications Development

     A very attractive short-term  opportunity for BioForce is the production of
custom  nanoarrays under license for a variety of potential  clients,  including
research institutions,  pharmaceutical companies, medical diagnostics companies,
agrichemical firms and others. This custom  manufacturing  activity will offer a
significant revenue generating opportunity and hopefully lead to the development
of additional NanoArrayer(TM) applications.

                                      -21-
<PAGE>

     The use of protein  biomarkers to detect and monitor  disease is a strongly
emerging area, and one that is targeted in BioForce's product  development plan.
BioForce  has  explored  the use of the  ultramicroarrays  for analysis of small
numbers of cancer cells and the protein biomarkers generated by them. The cancer
biomarker  project at BioForce was begun as an application for the NanoArrayerTM
System to  provide a unique  assay  structure  that can handle  extremely  small
sample volumes, such as those obtained by laser capture  microdissection  (LCM).
To date,  BioForce has reliably  detected  Prostate Specific Antigen and another
protein  biomarker  from as few as 4 cells in culture and 100 cells  isolated by
LCM.

     BioForce's  longer-term  vision includes the following product  development
goals:

     o   Integration of increasingly  sophisticated  microfluidics to facilitate
         high throughput testing in the nanoarray format.

     o   Development  of  additional  nanoarray  tests and  devices for the next
         generation  of  ultraminiaturized  biomedical  analysis  and  discovery
         (including "chip-on-a-tip," a patented technology).

     o   Creation  of novel  printing  tools that will  facilitate  delivery  of
         materials in a highly parallel fashion with minimum crosstalk.

Consumable Printing and Patterning Tools

     BioForce has developed  proprietary  products to support the  NanoArrayerTM
System.  Surface  Patterning  Tools (SPTTM)  provide a pallet of print cartridge
formats for customer  selection.  The SindexTM chips are  index-etched  printing
surfaces  that  offer both the  required  surface  chemistry  as well as readily
observed  indexing  features for easy  location and  relocation of arrays on the
chip.  These tools will also have utility in atomic force  microscopy  and other
non-NanoArrayer(TM)  applications,  and  add to the  stand-alone  AFMS  business
element at BioForce.

AFM Solutions ("AFMS")

BioForce currently markets a line of accessories for atomic force microscopists,
including:

     o   TipCleaner(TM),  a CE  certified  device used for  decontaminating  AFM
         probes (the stylus that  profiles the surface of a specimen)  and other
         purposes.

     o   Mica and Sindex(TM) (silicon) substrates, microparticles. o Specialized
         AFM probes.

     Sales of these products serve two important purposes:

     1.  Generation  of a small  but  profitable  revenue  stream,  serving  AFM
         customers.  BioForce  believes that,  with minimal  additional  effort,
         significant growth of the AFM Solutions line is achievable.

     2.  Creation of BioForce brand  recognition and  establishment  of a direct
         pathway to customers for emerging products such as the  NanoArrayer(TM)
         System and custom nanoarrays.  The AFM Solutions sales and distribution
         network   will  provide  an   excellent   source  of  research   market
         intelligence as well as specific sales opportunities.

Intellectual Property and Patent Protection

     BioForce plans to aggressively defend and expand its intellectual  property
and technology by applying for patent and/or copyright protection. BioForce will
continue to establish comprehensive intellectual property coverage in the United
States  and in the most  relevant  foreign  markets  in  anticipation  of future
commercialization  opportunities.  BioForce also relies on trade secrets, common
law trademark rights and trademark  registrations,  and will continue to protect
its intellectual property via non-disclosure agreements,  license agreements and
limited information distribution.

     BioForce's IP estate has been designed to create a superior position as the
market evolves over the next several  years.  BioForce is aware of the necessity
of carving out a defined portion of IP space while  minimizing the potential for
conflict with existing patents.  Its initial focus has been largely,  though not
exclusively, in the life sciences area.

                                      -22-
<PAGE>

      The technology covered in our intellectual property  distinguishes it from
competitors in several ways:

     o   First,  the  NanoArrayer(TM)  System  is  a  unique  and  company-owned
         technology that allows direct  printing of large molecular  species and
         molecular complexes,  including whole viruses,  directly onto a variety
         of  surfaces.  The  NanoArrayer(TM)  is  not  an AFM  nor  does  it use
         AFM-based lithographic methodology.

     o   Second,  BioForce has  identified  and pursued  commercially  lucrative
         protein chip and  NanoArrayer(TM)  applications that require relatively
         low spot density,  thereby  precluding overlap in areas of high-density
         oligonucleotide microarrays.

     o   Third,  BioForce  is  developing  a unique  method  of  non-destructive
         "reading"  of  samples,   based  on  Molecular  Surface   Profiling(TM)
         (MSP(TM)).

     o   Fourth,  Surface Patenting Tools (SPT(TM))  technology is company-owned
         and  not  related  to AFM or  other  microcantilever-based  sensing  or
         imaging technology.

     BioForce  owns six core  patents  or  patents  pending  and  several  other
surrounding  patents.  Multiple patent applications related to these are pending
in several  countries.  BioForce  is using  significant  efforts to  establish a
strong patent and technology barrier around its nanoarray technology in order to
create a formidable obstacle to entry for competitors.
<TABLE>
<CAPTION>

         Patent Estate

----------------------------------------------------------------------------------------------
                                     Core Patents and Patents Pending
----------------------------------------------------------------------------------------------
<S>  <C>
o    US Patent No. 6,573,369: Biomolecular Nanoarrays
----------------------------------------------------------------------------------------------
o    US Patent No. 6,897,015: Method for Detecting Pathogens (ViriChip(TM))
----------------------------------------------------------------------------------------------
o    US Patent No. 6,716,578: Method and Apparatus for Solid State Genome Mapping
----------------------------------------------------------------------------------------------
o    US Patent No. 5,763,768: Analytical Method Using Modified Scanning Probes (ISU license)
----------------------------------------------------------------------------------------------
o    US Patent No. 6,146,899:  Height Referencing Biochemical Cassette (ISU license)
----------------------------------------------------------------------------------------------
o    Patent Allowed:  NanoArrayer(TM) Instrumentation and Method of Use
----------------------------------------------------------------------------------------------
o    Patent Allowed:  Nanoscale Molecular Deposition
----------------------------------------------------------------------------------------------
o    Patent Pending:  Parallel Analysis of Molecular Interactions
----------------------------------------------------------------------------------------------
o    Patent Pending:  Method and Apparatus for Material Deposition (SPTs(TM))
----------------------------------------------------------------------------------------------
o    Patent Pending:  Method of Reading NanoArrays (MSP(TM))
----------------------------------------------------------------------------------------------
o    Patent Pending:  Method for Biodetection in Small Volumes (Chip on a Tip)
----------------------------------------------------------------------------------------------
o    Patent Pending:  Mass Spectrometry and AFM Combined
----------------------------------------------------------------------------------------------
</TABLE>

Nanoarrays (US Pat. No.  6,573,369).  This  fundamental  patent,  issued in June
2003, claims arrays of biomolecular species at a scale of 1 micron(2) or less in
area.  There are few  limitations to the types of material that can be deposited
in  arrays  of this  scale or the  method  of  deposition.  A key  point is that
BioForce focuses on low-density  protein  nanoarrays at present.  Two divisional
applications with claims to methods of making and using the arrays are currently
pending.

ViriChip(TM) (US Patent No.  6,897,015).  This application has allowed claims to
methods that protect the  ViriChip(TM)  virus capture  assay system.  This virus
detection  approach is anticipated  to set a new standard in  ultramicron  scale
virus detection for medical diagnostics, biodefense and other applications.

Reading  Nanoarrays by AFM (US Patent Pending and US Pat. No.  6,573,369).  This
pending patent application is designed to broaden BioForce's coverage of the use
of AFM as a read-out tool for nanoarrays. In some instances, e.g., ViriChip(TM),
the use of AFM (or the surface  profiling  method  being  developed by BioForce,
MSP(TM))  is a key  element  of the  process.  Issuance  of a patent  with these
methods  claims could provide a  significant  barrier to  competition,  or, more
likely, encourage competitors to enter into licensing discussions with BioForce.

Genome  Mapping (US Patent No.  6,716,578).  This patent,  issued April 6, 2004,
teaches a method for directly mapping genomes using atomic force microscopy. The
method is based on using  certain  DNA binding  entities  to  identify  specific
sequence  elements in the genome.  This approach  circumvents  tedious gel-based
approaches and removes the need for "re-assembly  and re-ordering"  calculations
since all of the genome  fragments  are  immediately  identified in their native
locations in the DNA, and in the correct order.

                                      -23-
<PAGE>


NanoArrayer(TM)  Instrumentation  and  Method of Use (US Patent  Allowed).  This
pending patent application describes the NanoArrayer(TM), a dedicated instrument
for creating nanoarrays. NanoArrayer(TM) is not an AFM. BioForce has constructed
this  instrument  from  first  principles  with the  sole  purpose  of  creating
nanoarrays. Thus, unlike the multifaceted AFM, the NanoArrayer(TM) is focused on
its  dedicated  task and we  believe  it will be the  instrument  of choice  for
creating nanoarray tests. The patent application  describes operational modes of
the device and various embodiments. A continuation in part (CIP) is pending that
covers additional embodiments of the NanoArrayer.

Nanoscale  Molecular  Deposition (US Patent Allowed).  This application covers a
method for placing molecules or other nanoscale  entities at specific  locations
on surfaces.

Method and Apparatus for Material  Deposition (US Patent  Pending).  This patent
application describes the construction and use of microfabricated  devices (such
as SPTs(TM)) for molecular deposition.  These devices are the "print cartridges"
of the  NanoArrayer(TM)  System and represent a significant  consumable  line of
molecular printing products.

Trademarks

     We  have  several   trademarks   or  trademark   applications   pending  or
contemplated. These include:
<TABLE>
<CAPTION>

<S>                         <C>                      <C>               <C>
BioForce Nanosciences(TM)   Smaller is Better(TM)    NanoArrayer(TM)   ViriChip(TM)
NanoReader(TM)              Chip-on-a-tip(TM)        TipCleaner(TM)    SPT(TM)
Sindex(TM)                  MSP(TM)                  NanoWare(TM)
</TABLE>

Additional trademark applications will be filed as is appropriate.

Markets and Competition

     BioForce   recognizes   that  the  long-term   market   potential  for  the
NanoArrayer(TM) is large,  however it has a sales and marketing strategy that is
designed to access  specific  sub-segments of these large markets to initiate is
commercial activities. The long-term large markets are:

Microarrays - $2.6 billion:  The total biochip market,  including production and
detection  technologies  and  DNA/protein  biochips,  is estimated to reach $2.6
billion in 2006 (see  http://www.marketreports.com/acatalog/protbioc.html).  The
protein  biochip market segment is expected to reach $250 million in 2005 and is
growing  at  an  annual  rate  of  35%,   driven  by  the  drug   discovery  and
epidemiological profiling work of pharma, medical universities and biotechnology
companies.  As a production  technology,  the  NanoArrayerTM  System will enable
several   market   sub-segments   within  this  large   market,   which  include
Lab-on-a-Chip, cell biology and protein array-based research and analysis.

Molecular   Diagnostics  -  $1.5-2.5  billion:   This  market  includes  medical
diagnostics.  The in vitro medical  diagnostic  kit (MDK) market is estimated at
$1.5-2.5  billion.  BioForce  has  generated  proof  of  principle,  multiplexed
prototype  products for specific  virus  detection  assays and cancer  biomarker
chip-based  fluorescent  assays with detection  levels lower than current device
capabilities  and using  significantly  less  biological  material.  To begin to
access  this  market,  BioForce  is  developing  a strategy  for  licensing  its
ViriChipTM System with a market leader(s) in the MDK industry.

Molecular  Detection - $4 billion:  Cutting edge  technologies are now employing
nanofabrication  and  microfabrication  to  provide  integrated  sensor  arrays,
ultra-high  sensitivities,  ease of use, reliability and real-time measurements,
which will increase the chemical sensor and biosensor  market share, the size of
the U.S. sensor  manufacturers,  and the movement of sensor  technology into new
markets.  This will, in turn,  create a combined market for chemical sensors and
biosensors  of over $4  billion  by  2007.  As  biosensor  devices  are  further
miniaturized,  it has become increasingly  difficult to functionalize (coat) the
small surfaces. Our early adopter beta sites have found the NanoArrayerTM System
uniquely  suitable for this  purpose.  Hence,  BioForce is  targeting  biosensor
developers as early customers for the NanoArrayer system.

Nanotechnology  Instrumentation/Atomic  Force Microscopy (AFM) - $1 billion: The
nanotechnology instrument market is estimated at $1 billion (Punk & Ziegel). The
AFM  market   represents  an  existing   model  for  growth  of   nanotechnology
instrumentation.  There are an  estimated  15,000 AFM devices in the field.  The
NanoArrayerTM  molecular  printing  system  creates  chips and devices of a size
scale that complements the detection and molecular analysis  capabilities of AFM
technology.  BioForce is developing the NanoReader(TM) to illustrate the utility
of AFM as a bio-readout  device and initiate access to this market.  BioForce is
also exploring other complementary opportunities with other instrumentation such
as the LCM.
                                      -24-
<PAGE>
<TABLE>
<CAPTION>

----------------------------- ------------------- ----------------------- --------------------------------------------
Market Segment                  Market Size(3)        Competitors(2)                       Advantage
----------------------------- ------------------- ----------------------- --------------------------------------------
<S>                          <C>                  <C>                     <C>
Microarrays(1)                   $2.6 billion     o    Affymetrix,        o    Unrestricted printing surface
                                                  o    BioRad                  requirements
----------------------------- ------------------- o    Perkin Elmer       o    Direct & rapid
Protein Biochips(1)              $250 million     o    Agilent                 protein printing
----------------------------- ------------------- o    NanoInk            o    Multiplexed printing
                                                                          o    Small volume of sample
                                                                          o    Single Cellanalysis
----------------------------- ------------------------------------------- --------------------------------------------
Molecular Diagnostics          $1.5-2.5 billion   o    Lab Corp           o    Reduced cost & time
                                                                          o    Non-destructive
                                                                          o    >1,000 more sensitive than ELISA
                                                  o    Quest Diagnostics  o    Multiplexed
----------------------------- ------------------- ----------------------- --------------------------------------------
                                  $4 billion      o    Lab Corp           o    Functionalized coating of
Molecular Detection                               o    Quest Diagnostics       miniaturized test surfaces
----------------------------- ------------------- ----------------------- --------------------------------------------
Nanotech. Instrumentation         $1 billion      o    Veeco              o    Pattern printing capabilities
                                                                          o    Printing domains 15 micron to <1
                                                                               micron
                                                                          o    Multiplexed printing
                                                                          o    Direct & rapid protein printing
                                                  o    Agilent            o    Low density, high volume chips
                                                  o    FEI                o    No dependence on outside patents or
                                                                               technologies
----------------------------- ------------------- ----------------------- --------------------------------------------
Atomic Force Microscopy          $10 million      o    Novascan           o    First to market
                                                                          o    International reach
(Specialized Products)                                                    o    CE market
                              (Company Estimate)                          o    Full product line
----------------------------- ------------------- ----------------------- --------------------------------------------
</TABLE>
 (1) Non-life science markets are not included in the forecast.
 (2) Competitors may also be viewed as "big brother" partners and/or acquirers.
 (3) Punk and Zeigel and other sources.

     Sales and Marketing Launch Strategy for NanoArrayer(TM) System
     --------------------------------------------------------------

     For 2006,  BioForce's sales and marketing  efforts for the  NanoArrayer(TM)
System will focus on customers in the  research  segment of a broad  spectrum of
industries and academia.  Within the research  segment,  BioForce has identified
unique market  enabling  features and key  advantages  that the  NanoArrayer(TM)
system provides over the current market leaders.  Direct selling efforts will be
carried out through  exhibits and  presentations  at trade shows and  scientific
meetings  in the United  States,  as well as through  networks  built up through
existing  product sales and distributor  relationships.  The sales and marketing
team will work closely with the research and applications  development  group in
demonstrating  the  NanoArrayer(TM)  System's ability to meet specific  customer
needs. Scientific publications and testimonials by third-party field trials will
complement  these  efforts.  The  foundations  of  a  network  of  international
distributors  has been  established  in 2005 and will be  further  developed  as
BioForce moves forward.

     Commercial and Institutional Collaborations
     -------------------------------------------

     BioForce maintains a vigorous  collaboration and partnering program that is
focused  on  developing  academic  research  contracts  and  business  alliances
designed to generate sales as well as create new product applications and market
opportunities. Current key collaborations include:

SomaLogic  Inc.:  Several  Phases  of this  project  have  been  completed.  The
overriding goal is to evaluate the  compatibility  of the  NanoArrayer(TM)  as a
means to produce SomaLogic's health diagnostic chips.

NewLink  Genetics Inc.:  NewLink  Genetics is a drug discovery  company based in
Ames,  Iowa.  It has two drugs in Phase II clinical  studies and expects to have
eight  drugs in Phase II and Phase III  clinical  studies in 18 months.  NewLink
focuses on cancer treatment and is seeking a novel  technology  platform for its
drug discovery  activities.  A pilot project contract has been signed and patent
licensing and project design activities are ongoing.

                                      -25-
<PAGE>


Axela  Biosensors  Inc.:  Collaboration  is currently  underway to determine the
compatibility  of the  NanoArrayer(TM)  System  with  Axela's  microfluidic  and
photonic biosensor technology.

Johns Hopkins  University:  Field trials in the areas of  biosensors  and single
cell cancer biology are underway at JHU with the NanoArrayer(TM)  System and are
planned to extend  well into 2006.  JHU is using the  unique  attributes  of the
NanoArrayer(TM) System to develop novel applications and devices in these areas.

Drexel University  Nanotechnology  Institute:  Discussions are ongoing regarding
placement of a  NanoArrayer(TM)  System at the  Nanotechnology  Institute  for a
variety of research uses.

     Several additional  discussions are ongoing with potential customers and/or
partners for the development of NanoArrayer enabled  applications as well as the
development  of business  relationships  that will create synergy and accelerate
NanoArrayer(TM) sales.

Future Strategy

     BioForce has developed a commercialization strategy that, while recognizing
the breadth of the downstream opportunities for the NanoArrayer(TM) in materials
and microelectronics  applications,  has initially focused on the life sciences.
Unlike most nanotech  approaches,  which will take years to  materialize  in the
form of practical,  commercial products,  BioForce's  NanoArrayer(TM) technology
has been  reduced  to  practice,  successfully  field  tested  and  commercially
launched in 2005.

     BioForce's  growth  strategy  through  2006-2007  is based  on the  initial
marketing of the  NanoArrayer(TM)  System to  academic/government,  research and
specialty  laboratory   customers,   licensing  and/or   co-development  of  the
ViriChip(TM)  System,  and moderate growth of existing smaller product lines and
projects.

Specific growth strategy priorities for 2006-2007 include:

     o   Sale or leasing (through  third-party  vendors) of the  NanoArrayer(TM)
         System to a widely  diversified  group of users,  such as  federal  and
         academic   institutions   and   industrial   organizations,   including
         biotechnology and health-care companies. BioForce will endeavor to sell
         or  lease  the   NanoArrayer(TM)   System  for   research  and  product
         development purposes.

     o   Exploring licensing  opportunities for ViriChip(TM) with an appropriate
         diagnostics partner.

     o   Sale  of  AFM  Solutions  products  (e.g.,  TipCleaner(TM)),  specialty
         consumable products (e.g., SPT(TM), Sindex(TM) Chips) and establishment
         of contract custom array projects.

Longer-term (2007 onward) growth is anticipated through:

     o   Product sales in Canada,  Europe, Japan, China and other industrialized
         countries.

     o   Sales in life sciences segments not currently targeted by BioForce.

     o   Revenue  generation  from licensing and  collaborations  outside of the
         life sciences.

     o   Introduction of new products through BioForce's internal R&D pipeline.

Manufacturing and Quality Assurance

     For 2006,  production  and quality  assurance  of finished  NanoArrayer(TM)
Shares will be carried out  entirely in house.  Staffing  plans are in place for
both manufacturing and QA functions.  BioForce's management believes that it has
adequate production capacity for up to 100 Shares, which should suffice for 2006
and into 2007.  Production  of 100+  Shares  will  require  additional  physical
facilities or arrangements.

     Surface  Patterning  Tools  (SPT(TM))  and  Sindex(TM)  Chips are currently
fabricated  by  BioForce  personnel  at an  off-site  microfabrication  facility
(University of Minnesota).  BioForce has  established a contractual  arrangement
for access to the facility by its  personnel.  This  arrangement is adequate for
2006 and due to the  standardized  nature of SPTs once  designs  are  finalized,
their  production  can  be  readily  outsourced  to  any  number  of  commercial
microfabrication facilities as necessary.

     BioForce  will  continue  to  manufacture  TipCleaner(TM)  and  other  AFMS
products in-house for the foreseeable future.

                                      -26-
<PAGE>



--------------------------------------------------------------------------------
            Development Plan: Projected Key Milestones for 2005-2006
   Year                        Milestone
------------ -------------------------------------------------------------------
2005         o    Launch of the NanoArrayer(TM) System (Q1)
             o    Acquisition of additional facilities (Q1)
             o    Begin to  investigate  licensing/co-development  opportunities
                  for the ViriChip(TM) System (Q3)
             o    Launch of custom nanoarray program o Acquisition of additional
                  management, production, sales & marketing and research staff
------------ -------------------------------------------------------------------
2006         o    Commencement   of   international   sales   efforts   for  the
                  NanoArrayer(TM) System
             o    Acquisition  of  additional  management,  production,  sales &
                  marketing and research staff
             o    Expansion of Board of Directors and Scientific Advisory Board
             o    Continue NanoReader development
             o    Commence NanoArrayer HT (High Throughput) development program
             o    Investigate NanoArrayer licensing opportunities
------------ -------------------------------------------------------------------
2007         o    Continue  NanoArrayer(TM)  HT and  NanoReader  programs - seek
                  partners
             o    Finalize NanoArrayer licensing opportunities
------------ -------------------------------------------------------------------

Facilities

     BioForce operates within  custom-designed 6,000 sq. ft. office,  laboratory
and production  facilities in Aspen Business Park,  Ames, Iowa. These facilities
provide  dedicated  pilot  production  space  for  the  NanoArrayer(TM)  System,
TipCleaner(TM) and other non-microfabricated  products.  Facilities are adequate
to meet 2006 production needs.

Additional space and equipment will be required within 12 months, to accommodate
the expected  growth in sales of BioForce's  principal  products.  Management is
currently investigating two alternatives:

a) An expansion of BioForce's current manufacturing capacity, either in Ames, or
at a second location, and

b)  Establishment  of OEM  production/sales  relationships  for  some  or all of
BioForce's products.

Employees

     BioForce  presently  has 10 full  time  employees  and 2  consultants,  but
anticipates adding employees, including a chief operating officer, following the
closing of the  acquisition  and the  realization  of funds from this  offering.
BioForce's  employees  are not members of any union,  nor have they entered into
any collective bargaining agreements,  nor is it anticipated in the near future.
It is believed that BioForce's relationship with its employees is good.

Litigation

     Neither SRVI nor any of our  property is presently  subject to any material
pending legal  proceedings  and, to the best of our  knowledge,  no such actions
against us are contemplated or threatened.

     BioForce has received verbal  notification  that NanoInk,  Inc.  intends to
file an interference  action with respect to US Patent  6,573,369.  BioForce met
with NanoInk personnel in Chicago to attempt to better understand their position
and find a solution  that benefits  both  companies.  BioForce met a second time
with  NanoInk at the Des Moines  Airport in a second  attempt to find a business
solution.  NanoInk  alleges that it owns this  technology  and has proposed that
BioForce  assign to NanoInk all of its IP  portfolio  and pay a $12,000 per year
license fee for the right to practice DPN  (NanoInk's  technology)  at a spatial
scale of 5 microns or bigger spot size.  BioForce  believes  that this is not an
equitable solution and rejected the proposal. BioForce has received notification
dated November 30, 2005 that NanoInk has requested a re-examination of US Patent
6,573,369 in light of NanoInk's  intellectual  property.  The same  notification
indicated  that an  interference  action had been filed  earlier.  Management of
BioForce has indicted that it is too early to speculate on a possible outcome or
whether a negative  result against  BioForce would have a negative impact on its
business.

                                      -27-
<PAGE>


BioForce Nanosciences, Inc. Incentive Compensation Plan

     In  connection  with  the  acquisition  of  BioForce,  we have  adopted  an
incentive  compensation  plan to be put into effect at the effective time of the
merger. The plan has been unanimously  approved by our board of directors and by
the written consent of stockholders holding a majority of our outstanding common
shares.  The purpose of the plan is to  encourage  and enable key  employees  to
remain  with and devote  their  best  efforts to the  business  of our  company,
thereby advancing the interests of our stockholders.  Accordingly,  we may award
bonuses in the form of our common  stock  subject  to certain  restrictions  set
forth in the plan. Our key employees,  directors and offices will be eligible to
receive awards under the plan.

     The plan  provides  that an aggregate  of 5.0 million  shares of our common
stock is to be reserved for issuance  under the terms of the plan. The committee
overseeing  the  plan,  designated  by the  board of  directors,  will  have the
authority to award bonuses, at its sole discretion,  in the form of common stock
to persons  eligible to receive awards.  Shares of our common stock issued under
the plan will be deemed restricted securities.  All stock awarded under the plan
will also be subject to such additional restrictions,  terms and conditions,  if
any, as may be determined by the  committee.  Any  certificate  or  certificates
representing   shares  of  issued  under  the  plan  will  bear  an  appropriate
restrictive   legend.   The  committee   may  also  require  that   certificates
representing  stock awards be deposited by the recipient  with the company or an
escrow agent until the restrictions thereon have lapsed or have been removed.

                                                    MANAGEMENT

Prior to the closing of the acquisition of BioForce, our board of directors will
be comprised as follows:

         Name                            Age      Position
         ----                            ---      --------
         Edward F. Cowle                  49      President, CEO and Director
         Amber Wornica                    21      Vice President and Director
         Nancy Ah Chong                   37      Secretary and Director
--------------------

              The business experience of each of the persons listed above during
the past five years is as follows:

     Edward F.  Cowle.  Mr.  Cowle was named a  director  and  President  of our
company in December 2005 following the resignation of Geoff Williams.  Mr. Cowle
has been self employed in financial  public  relations from 1994 to the present,
assisting  public  companies with financial and investment  banking  activities.
From 2000 to December 2003, Mr. Cowle served as a director of Laser  Technology,
Inc., a public  company  listed on the American  Stock  Exchange  that  designs,
manufactures and markets of pulse laser measuring  instruments and systems.  Mr.
Cowle was a principal of LTI  Acquisition  Corp., a stockholder  group that took
Laser  Technology  private in December 2003.  From 1992 to 1994, Mr. Cowle was a
Senior Vice President -- Investments with Paine Webber in New York City and from
1991 to 1992,  he was a Registered  Representative  with Bear Stearns & Company,
also in New York City. Mr. Cowle graduated from Fairleigh  Dickinson  University
in Madison, New Jersey in 1978 with a B.A. Degree in English,  American Studies.
Mr. Cowle also attended Vermont Law School in South Royalton,  Vermont from 1978
to 1979. Mr. Cowle is a principal stockholder of LTI Acquisition.

     Amber  Wornica.  Ms. Wornica became a director and Vice President in August
2005.  Since August 2005 she has have been a secretary with Williams  Investment
Company and for American Natural Technology Sciences, a distributor of Mitigator
products.  From July 2004 to August 2005 Ms.  Wornica was a NuSkin Jazz  Dancer,
for the Utah Jazz,  that performed at Jazz basketball  games.  Also during 2004,
she  worked  as a  receptionist  and  assistant  to  the  manger  for  Certified
Properties,  a real estate management  company in St. George,  Utah. Mr. Wornica
graduated from Salt Lake Community  College in August 2004 with an Associates in
Science Degree.

     Nancy Ah Chong. Mrs. Ah Chong has been a director and Secretary of the SRVI
since September  2004.  From August 2004 to the present,  she has been an office
manager  for  Williams  Investment  Company,  a Salt Lake City,  Utah  financial
consulting  firm  involved  in  facilitating  mergers,  acquisitions,   business
consolidations and financings.  Previously,  Mrs. Ah Chong was an administrative
assistant  for Forsgren  Associates  in Salt Lake City from March 2004 to August
2004. She has also worked as a customer service representative for Overstock.com
from November 2003 to January 2004 and O'Currance from February 2001 to November
2003, and as a marketing and travel  coordinator  for MGIS from February 2000 to
August 2001.  From August 1991 to December 1999,  Mrs. Ah Chong was with Barrick
Goldstrike Mines, Inc. in Elko, Nevada, first as an exploration draftsperson and
then an administrative  assistant. Mrs. Ah Chong attended and graduated from the
Omaha Institute of Art and Design in Omaha, Nebraska.

                                      -28-
<PAGE>

     All directors hold office until the next annual meeting of stockholders and
until  their  successors  have been duly  elected  and  qualified.  There are no
agreements  with respect to the election of  directors,  except  pursuant to the
acquisition of BioForce.  We have not  compensated  our directors for service on
the board of directors or any committee  thereof,  but directors are entitled to
be reimbursed for expenses  incurred for attendance at meetings of the board and
any  committee of the board.  Officers are  appointed  annually by the board and
each executive officer serves at the discretion of the board. We do not have any
standing committees.

     No  director,  officer,  affiliate  or promoter  has,  within the past five
years, filed any bankruptcy  petition,  been convicted in or been the subject of
any  pending  criminal  proceedings,  or is any such  person the  subject or any
order,  judgment,  or decree  involving  the  violation  of any state or federal
securities laws.

     At the effective time of the merger,  our directors and executive  officers
will resign and, in accordance with the provisions of the acquisition,  BioForce
will  appoint  three  new  directors  to serve on the  board  of  directors.  We
currently  anticipate  that the  following  persons will serve as directors  and
executive officers. Following the closing of the acquisition, the new board will
meet and make more definite appointments for executive offices.

         Name                           Age          Position
         ----                           ---          --------
         Eric Henderson, Ph.D.          49           CEO and Director
         Jean-Jacques Sunier            44           Director
         Larry Gold, Ph.D.              60           Director
---------------------------

     The business experience of each of the persons listed above during the past
five years is as follows:

     Eric Henderson,  Ph.D. Dr. Henderson  founded BioForce  Nanosciences  while
serving as  Professor of  Genetics,  Development  and Cell Biology at Iowa State
University in Ames, Iowa. He is an internationally  recognized  scientist with a
strong  track  record  of  attracting  SBIR  grants.  He was one of the first to
integrate  atomic force  microscopy with  bionanotechnological  research and has
pioneered  the  development  of  many  AFM  applications  in the  life  sciences
applications.  His work has appeared in over 90 publications including the cover
of "Science" magazine and numerous other peer reviewed  journals.  Dr. Henderson
has served as Chief Science Officer,  Chief Executive  Officer,  Chairman of the
Board and Secretary since inception of BioForce.

     Jean-Jacques  Sunier.  Mr. Sunier has  extensive  experience as a portfolio
manager  and  equity  analyst  in  the   biotechnology,   medical   devices  and
semiconductor sectors. A dual U.S./Swiss citizen, Mr. Sunier began his career in
the securities and private banking  business,  and has held positions at Arnhold
and S.  Bleichroeder  in New York and  Pictet  & Cie in  Geneva,  where he was a
founder of the Pictet Biotech Fund.

     Larry  Gold,  Ph.D.  Dr.  Gold,  who joined  the Board in 2005,  is CEO and
Chairman of the Board of SomaLogic,  Inc. of Boulder,  Colorado.  Dr. Gold is an
internationally  recognized scientist and company founder, with multiple patents
and  publications  to his name.  Dr. Gold founded  Synergen,  Inc. in 1981,  and
NeXstar  Pharmaceuticals  Inc. a number of years  later,  prior to assuming  his
current position at SomaLogic.  Dr. Gold has a fundamental  understanding of the
requirements for success in biobusiness, including both financing and technology
commercialization.

Key Personnel

     Curtis  Mosher,  Ph.D.  Dr.  Mosher  is the VP of  R&D  at  BioForce  and a
Co-founder  of the  company.  He was a student of Eric  Henderson  at Iowa State
University  and has been  instrumental  in  virtually  all  aspects  of  product
research and development at BioForce.

     Michael  Lynch.  Mr.  Lynch was a student of Eric  Henderson  at Iowa State
University  and has played  scientific,  technical and business roles during the
evolution of BioForce. He is a uniquely talented individual who is currently the
Product Manager for the NanoArrayer(TM) system.

     Saju   Nettikadan,   Ph.D.   Dr.   Nettikadan   oversees  all   contractual
relationships as the Director of Research and Application Development.

     Juntao Xu, Ph.D. Dr. Xu is an expert in microfabrication and is responsible
for the SPT(TM) product line R&D.


                                      -29-
<PAGE>


     Asrun  Kristmundsdottir,  MS.  Ms.  Kristmundsdottir  is a highly  talented
individual with both scientific  (genetics) and  administrative  acumen. She has
undertaken  several  roles at BioForce over the years.  Her current  position is
Human  Resources  Manager and she also  supports  the  Financial  Administration
aspects of the company.

     In addition to the above  personnel,  BioForce has reached an understanding
with Kerry Frey whereby Mr. Frey will become Chief Operating Officer of BioForce
upon  the  closing  of our  acquisition  and may be  appointed  to the  board of
directors.  As part of Mr. Frey's  compensation,  he will receive BioForce stock
purchase  options that, upon completion of our acquisition of BioForce,  will be
exercisable into 358,278 shares of our common stock (post-split) at the price of
$1.50 per share.  The options will vest over a three-year  period at the rate of
one-third on each anniversary of issuance.

     Mr.  Frey  is an  experienced  senior  executive  with  over  30  years  of
broad-based  management  and  operational  experience  in  the  medical  device,
pharmaceutical and healthcare  industries.  He also has experience in developing
and implementing innovative and profitable new products, programs, and services.
Mr. Frey formerly served as President of Medisys  Technologies,  Inc., a medical
device company, and other healthcare industry companies.  He also served as Vice
President of Sales and Marketing for Hospital Services at Johnson & Johnson. Mr.
Frey  earned a  Bachelor  of Arts  degree and  attended  law  school,  completed
numerous executive  development programs at Duke, Wharton and Arizona State, and
has served on many boards and advisory panels.

     BioForce  also intends to appoint to the new board of directors  Guenter H.
Jaensche,  Ph.D. Dr. Jaensche was Chairman and CEO of Siemens Corporate Research
and Support, Inc. He has served in the capacity of Executive Director at Siemens
AG as head of all  financial  aspects  of  worldwide  R&D and head of  worldwide
budgeting and  accounting.  Dr.  Jaensche has also served as Chairman and CEO of
Pacesetter,  Inc. (a St. Jude Company) and Siemens Pacesetter, Inc. He currently
holds several positions including Chairman of the Board of Biophan Technologies,
Inc.  and director of MRV  Communications,  both public  companies,  director of
several privately held companies and President of Jaensch  Enterprises,  Inc., a
management consulting firm.

                             PRINCIPAL STOCKHOLDERS

     The following table provides  information as of December 20, 2005, prior to
the closing of the BioForce  acquisition  and without taking into  consideration
any Shares of issued  hereunder,  regarding  beneficial  ownership of our common
stock by each director,  each named executive officer,  each person known to own
beneficially  more than 5% of our common  stock and all  executive  officers and
directors as a group.  Beneficial ownership is determined based on the rules and
regulations of the SEC. Each stockholder  named in the table has sole voting and
investment   power  with  respect  to  the  shares  set  forth   opposite   that
stockholder's  name. Share amounts and percentages are based on 1,999,975 shares
outstanding as of the date of this  Memorandum and do not take into effect the 2
shares for 1 share  forward  stock split or the shares to be issued  pursuant to
the acquisition of BioForce.

Name and Address                            Amount and Nature of      Percent
of Beneficial Owner                         Beneficial Ownership     of Class
--------------------                        --------------------     --------
Edward F. Cowle *                                 425,403             21.3 %
   70 Garth Road
   Scarsdale, NY 10583
H. Deworth Williams                               425,402             21.3 %
   19 East 200 South, Suite 1080
   Salt Lake City, UT 84111
Harvey Kaye                                       636,541             31.8 %
   190 NW Spanish River Blvd., Ste. 101
   Boca Raton, FL 33431
Robert P. Carter III, UIT Robert P. Carter Jr.    214,264             10.7 %

All directors and officers                        425,403            21.3  %
   a group (3 persons)
--------------------------------
 *Director and/or executive officer

     Following  the closing of the BioForce  acquisition  and issuance of shares
thereunder, the holdings of our directors, executive officers and 5% owners will
be as set forth in the following table. The address of each person listed below,
unless  otherwise  indicated,  is c/o BioForce  Nanosciences,  Inc., 1615 Golden
Aspen Drive, Suite 101, Ames, Iowa 50010. All share amounts and percentages have
been  adjusted to reflect the 2 shares for 1 share  forward  stock split and the
issuance of 16 million shares for the BioForce acquisition. The number of shares
outstanding will be approximately  19,999,950  shares prior to the issuance of 4
million shares pursuant to this offering, assuming the maximum is sold.


                                      -30-
<PAGE>

<TABLE>
<CAPTION>

Name and Address                    Amount and Nature of               Percentage  Ownership(1)
of Beneficial Owner                 Beneficial Ownership               Before Offering  After Offering
-------------------                  --------------------              ---------------  --------------
       5% Beneficial Owners:
       ---------------------
<S>                                          <C>                         <C>               <C>
Societe Generale Asset Management (3)        6,480,000(2)                32.4 %            27.0 %
Harvey Kaye                                  1,273,082                    6.4 %             5.3 %
   190 NW Spanish River Blvd., Ste. 101
   Boca Raton, FL 33431

       Directors and Executive Officers:
       ---------------------------------
Eric Henderson, Ph.D.                        3,696,000(2)                18.5 %            15.4 %
Jean-Jacques Sunier                             28,800(2)                 0.1 %             0.1 %
Larry Gold, Ph.D.                               28,800(2)                 0.1 %             0.1 %

All directors and executive officers            3,753,600                18.8 %            15.6 %
  as a group (3 persons)
-----------------------------
</TABLE>

     (1) Percentage  ownership is based on 19,999,950 shares  outstanding before
         the offering and 23,999,950 shares after the offering, assuming all the
         offered Shares are sold.
     (2) These share amounts  represent the  approximate  number of shares to be
         issued to each  respective  individual  following  the  closing  of the
         BioForce acquisition.
     (3) Societe Generale is a French bank that has an investment subsidiary, SG
         Asset  Management,  which manages SG Alternative  Investments  that has
         previously invested in BioForce.

                          DESCRIPTION OF CAPITAL STOCK

     We currently  have an authorized  capitalization  of 100 million  shares of
common  stock,  par value  $0.001 per share.  Upon  completion  of the  BioForce
acquisition and filing of the amended certificate of incorporation,  we will add
to our authorized capitalization 10 million shares of preferred stock, par value
$0.001 per share.

Forward Stock Split

     The merger agreement with BioForce  provides that prior to the closing,  we
will effect a forward stock split of our issued and outstanding shares of common
stock on a 2 shares  for 1 share  basis.  As a result  of the stock  split,  the
number of shares of our common  stock  outstanding  will  increase to  3,999,975
shares,  but will not affect any  stockholder's  proportionate  interest in SRVI
prior to the closing of the transaction.  The par value of our common stock will
remain unchanged.  While the aggregate par value of our outstanding common stock
will be  increased,  our  additional  paid-in  capital  will be  decreased  by a
corresponding  amount.  Therefore,  the forward  split will not affect our total
stockholders' equity.

     The  forward  stock  split has been  unanimously  approved  by our board of
directors and is expected to be effected  immediately  before the closing of the
BioForce acquisition,  on or about January 30, 2006. We believe that the forward
stock split is  advisable  because it will  increase  the number of total shares
that are eligible to be traded in the public market. We further believe that the
additional shares in the trading market will increase  liquidity and result in a
more orderly market for our shares.

     In addition to the 3,999,975  shares  outstanding  after the split, we will
issue  16  million  shares  pursuant  to  the  merger  agreement,  resulting  in
approximately  20 million common shares  outstanding.  Following the increase of
our  authorized  capitalization,  we will have the corporate  authority to issue
nearly an additional 80 million shares of authorized but unissued  common stock.
Of the  unissued  common  stock,  5  million  shares  will be  reserved  for the
incentive compensation plan, 2,537,565 shares will be reserved for issuance upon
exercise of certain BioForce options and warrants currently outstanding,  and up
to 4 million  shares  reserved  for  issuance  pursuant  to this  offering.  The
remaining  authorized  and  unissued  shares,  including  10  million  shares of
preferred stock, may be issued without stockholder  approval at any time, in the
sole  discretion of our board of directors.  The authorized and unissued  shares
may be issued for cash,  to acquire  property or for any other  purpose  that is
deemed in the best  interests of our company.  Any decision to issue  additional
shares  will  reduce the  percentage  of our  stockholders'  equity  held by our
current stockholders and could dilute our net tangible book value.


                                      -31-
<PAGE>

Common Stock

     All shares of common stock have equal rights and privileges with respect to
voting, liquidation and dividend rights. Each share of common stock entitles the
holder thereof to:

     o   one  non-cumulative  vote for each share held of record on all  matters
         submitted to a vote of the stockholders;
     o   to participate equally and to receive any and all such dividends as may
         be declared by the board of directors; and
     o   to participate  pro rata in any  distribution  of assets  available for
         distribution upon our liquidation.

     Common  stockholders have no preemptive rights to acquire additional shares
of common  stock or any other  securities.  Our common  stock is not  subject to
redemption and carries no subscription or conversion rights.

Preferred Stock

     The amended  certificate  of  incorporation  will provide that the board of
directors has the  flexibility to set new classes,  series,  and other terms and
conditions of the preferred shares.  Preferred shares may be issued from time to
time in one or more  series in the  discretion  of the board of  directors.  The
board has the authority to establish the number of shares to be included in each
such series, and to fix the designation,  powers,  preferences and rights of the
shares of each such series and the qualifications,  limitations and restrictions
thereof.

     Preferred  shares may be issued in the future by the board without  further
stockholder  approval  and for  such  purposes  as the  board  deems in the best
interest of our company  including  future  stock  splits and  split-ups,  stock
dividends,  equity  financings  and  issuances  for  acquisitions  and  business
combinations.  In addition,  such  authorized but unissued  common and preferred
shares could be used by the board of directors for defensive  purposes against a
hostile takeover attempt, including (by way of example) the private placement of
shares or the  granting  of options to  purchase  shares to persons or  entities
sympathetic to, or contractually bound to support,  management.  We have no such
present  arrangement or understanding with any person.  Further,  the common and
preferred  shares may be reserved for issuance upon  exercise of stock  purchase
rights designed to deter hostile takeovers, commonly known as a "poison pill."

     The  flexibility  granted  to  the  board  in  specifying  the  rights  and
preferences  of various  series of  preferred  stock could  similarly be used in
designing classes of preferred stock that could act as an effective deterrent or
defensive tool in a takeover  situation.  One such tool might be the creation of
voting and other impediments  which might frustrate  persons  attempting to gain
control of our company.  Such uses of authorized  and unissued  stock might make
any takeover  attempt  more  difficult  and could  deprive  stockholders  of the
ability to realize above present  market  premiums,  which often  accompany such
takeover attempts.  There are currently no shares of preferred stock outstanding
and we do not have any  present  intention  of  issuing  any such  shares in the
immediate futures.

Indemnification Matters

     As permitted by the provisions of the Nevada Revised  Statutes (the "NRS"),
we have the power to  indemnify  any person  made a party to an action,  suit or
proceeding  by reason of the fact  that  they are or were a  director,  officer,
employee or agent of our company, against expenses, judgments, fines and amounts
paid in settlement  actually and reasonably  incurred by them in connection with
any such action,  suit or proceeding if they acted in good faith and in a manner
which they  reasonably  believed to be in, or not opposed to, our best  interest
and, in any  criminal  action or  proceeding,  they had no  reasonable  cause to
believe  their  conduct  was  unlawful.  Termination  of  any  action,  suit  or
proceeding by judgment,  order, settlement,  conviction,  or upon a plea of nolo
contendere or its equivalent, does not, of itself, create a presumption that the
person did not act in good faith and in a manner which they reasonably  believed
to be in or not opposed to our best  interests,  and, in any criminal  action or
proceeding, they had no reasonable cause to believe their conduct was unlawful.

     We must indemnify a director, officer, employee or agent who is successful,
on the merits or otherwise, in the defense of any action, suit or proceeding, or
in defense of any claim, issue, or matter in the proceeding, to which they are a
party because they are or were a director,  officer  employee or agent,  against
expenses  actually  and  reasonably  incurred  by them in  connection  with  the
defense.

                                      -32-
<PAGE>

     We may provide to pay the  expenses of officers and  directors  incurred in
defending a civil or criminal  action,  suit or  proceeding  as the expenses are
incurred  and in  advance  of the  final  disposition  of the  action,  suit  or
proceeding,  upon receipt of an  undertaking  by or on behalf of the director or
officer  to  repay  the  amount  if it is  ultimately  determined  by a court of
competent jurisdiction that they are not entitled to be indemnified by us.

     The NRS also  permits a  corporation  to purchase  and  maintain  liability
insurance or make other financial arrangements on behalf of any person who is or
was

     o   a director, officer, employee or agent of the corporation,

     o   or is or was serving at the request of the  corporation  as a director,
         officer, employee or agent of another corporation,  partnership,  joint
         venture, trust or other enterprise.

     Such coverage may be for any liability  asserted against them and liability
and expenses incurred by them in their capacity as a director, officer, employee
or agent, or arising out of their status as such, whether or not the corporation
has the authority to indemnify them against such liability and expenses.

     Insofar as  indemnification  for  liabilities  arising under the Securities
Act, as amended, may be permitted to officers,  directors or persons controlling
our company pursuant to the foregoing provisions,  we have been informed that in
the  opinion  of the SEC  such  indemnification  is  against  public  policy  as
expressed in such Act and is therefore unenforceable.

Transfer Agent

     We have designated  Interstate Transfer Company, 6084 South 900 East, Suite
101, Salt Lake City, Utah 84121, as our transfer agent.

                              TERMS OF THE OFFERING

Plan of Distribution

     The 4  million  shares  offered  hereby  will be sold on a "best  efforts,"
1,666,667  shares  minimum / 4 million shares maximum basis at an offering price
of $1.50 per share.  The Shares  offered  hereby  reflect the two shares for one
share forward stock split of our common stock to be effected on or about January
30, 2006.

     A minimum  subscription of 25,000 shares has been established,  but we have
the  discretion to waive such minimum  purchase.  The offering will extend for a
period of 180 days from the date hereof  unless  extended for an  additional  60
days.  All  proceeds  from the sale of the Shares  will be paid into escrow with
Leonard E.  Neilson,  Attorney  at Law,  located in Salt Lake  City,  Utah.  All
invested funds will be held in escrow until the minimum  offering amount of $2.5
million is realized,  our acquisition of BioForce is finalized and all requisite
filings  have been made to effect the close of the  transaction.  We reserve the
right to reject any subscription in whole or in part.

     The  Shares  are  being  offered  hereby  without  registration  under  the
Securities  Act by reason of the  exemption  afforded  by  Sections  4(2) of the
Securities Act and/or Rule 506 promulgated  thereunder.  We will sell the Shares
only to investors who are  accredited  investors as that term is defined in Rule
501 of  Regulation  D. We reserve the right to condition  issuance of the Shares
offered hereby upon  compliance  with any  requirement of any laws applicable to
the sale of such Shares.

     The Shares offered hereby are deemed to be restricted securities as defined
by Rule 144 under the  Securities  Act.  Accordingly,  the Shares are subject to
restrictions  on transfer and may be sold,  assigned,  transferred  or otherwise
disposed of by a holder only if subsequently  registered or if federal and other
exemptions  from  registration  are available and an opinion of legal counsel to
that  effect is  obtained.  An  investment  in the Shares is  suitable  only for
persons  who have  adequate  means of  providing  for  their  current  needs and
personal  contingencies  and have no need for  liquidity  with  respect to their
investment.

     We will be  responsible  for  paying  all  legal  and  accounting  fees and
expenses incurred in connection with the offering including  preparation of this
Memorandum,  applications and other documents filed with any agencies,  together
with all required filing fees. We anticipate that most of these expenses will be
paid from the proceeds of this offering.

                                      -33-
<PAGE>


     Although we may offer the Shares  directly  to  prospective  investors,  we
reserve  the  right  to  enter  into   agreements   with  sales  agents   and/or
broker-dealers  to assist in offering the Shares.  In such event,  we may pay to
such persons a sales  commission  consisting  of a cash  commission of 7% of the
gross  proceeds  of the  sales  plus 5% in the  form of  common  stock  purchase
warrants.  Such warrants will be exercisable  immediately  and for a period of 5
years at $1.50 per  share.  All  warrants  will  expire 5 years from the date of
issuance.  The shares of common  stock  underlying  the  warrants  will  include
limited  "piggy-back"  registration  rights. No commission may be paid to anyone
that does not hold the appropriate securities or sales agent license.

     Also,  we may enter  into  arrangements  with  persons  that act  solely as
finders  in the  introduction  to us of  prospective  investors  who  ultimately
purchase  Shares  offered  hereby.   Any  finder  must  act  exclusively  as  an
intermediary  in  introducing   the  prospective   investor  to  us  and  cannot
participate  in  negotiating  or effecting the sale of any Shares.  A finder who
introduces a prospective purchaser that ultimately buys Shares, will be entitled
to a finder's fee equivalent to the above compensation paid to a broker-dealer,

     In addition to this offering Memorandum and the subscription  agreement, we
will, upon request,  provide prospective  investors with additional  information
concerning our business and this offering. No additional sales material has been
authorized  to be used in  connection  with the  offer  and  sale of the  Shares
described herein.

Subscription and Payment for Shares

     Each investor  purchasing Shares will be required to complete and execute a
Subscription Agreement and a Confidential  Prospective Purchaser  Questionnaire.
Each person must also  demonstrate  that the investor is an accredited  investor
and will be required to make a number of  representations  and warranties in the
Subscription Agreement, including:

     o   the investor is acquiring the Shares for  investment  solely for his or
         her own  account  and not with a view to, or for  resale in  connection
         with, the distribution or other disposition thereof;

     o   the investor will not transfer any Shares unless such transfer complies
         with the provisions of the  Subscription  Agreement,  that the investor
         can  afford to bear the risk of holding  the  Shares for an  indefinite
         period of time and can afford to suffer a  complete  loss of his or her
         investment in the Shares;

     o   the investor  understands  and is aware of all risk factors  related to
         the purchase of the Shares, that his or her knowledge and experience in
         financial  and  business  matters are such that he or she is capable of
         evaluating the merits and risks of an investment in the Shares: and

     o   that the  investor  understands  that (i) the Shares are a  speculative
         investment  which  involves  a high  degree  of risk,  (ii)  there  are
         substantial  restrictions  on the  transferability  of the  Shares  and
         underlying securities, and (iii) there will be no public market for the
         Shares and,  accordingly,  it may not be possible  for the  investor to
         liquidate his or her investment in case of emergency, if at all.

Investor Suitability Standards

     Purchase of Shares  offered  hereby is  appropriate  only for investors who
have no need for liquidity in their  investments  and who have adequate means of
providing  for their current needs and  contingencies,  even if such  investment
results in a total loss. Accordingly, this offering is being made and the Shares
will only be sold to  accredited  investors  as defined by the  Securities  Act.
Investment  in the  Shares  involves  a high  degree  of  financial  risk and is
suitable only for an investor whose business and investment  experience,  either
alone or together with a purchaser representative, renders the investors capable
of evaluating the merits and risks of a proposed investment in the Shares.

     All Shares  sold will be subject to such  restrictions  so as to preclude a
distribution that would require a registration under the Securities Act. Sale of
the Shares is not being registered under the Securities Act and is being made in
reliance upon an exemption from  registration  with the SEC provided by Sections
4(2) and/or Rule 506 of the Securities Act. The Shares offered hereby  including
the underlying  securities are deemed  "restricted  securities" as defined under
the  Securities  Act and may not be resold  or  otherwise  disposed  of unless a
registration  statement  covering  disposition  of  such  securities  is then in
effect, or an exemption from such registration is available.

                                      -34-
<PAGE>

     Accredited  investors  must so  certify as to their  accredited  status and
represent that the sale/purchase is exempt from the registration requirements of
the Securities Act. Shares will be offered and sold only to persons who make the
representations  and  warranties  contained in the  Subscription  Agreement.  In
certain states,  there may be suitability  requirements  more  restrictive  than
those applicable to investors  elsewhere.  To the extent permitted by applicable
law,  suitability  standards set forth herein may be altered or waived as to any
particular investor or investors without notice.

     In addition to meeting the foregoing  suitability  standards and guidelines
established by us,  prospective  purchasers  should  consider all of the adverse
consequences  of purchasing the Shares,  including the fact that the Shares have
substantial restrictions on their transfer.

Rule 144

     In general,  Rule 144 as  currently  in effect,  provides  that a holder of
"restricted  securities"  may sell such  securities  in  reliance  upon Rule 144
without restriction if

     o   the holder is deemed not to be an "affiliate"  (as such term is defined
         under  Rule 144) of the  issuer at the time of sale and has not been an
         affiliate during the three months preceding the sale, and

     o   a  period  of at  least  two  years  has  elapsed  since  the  date the
         securities were acquired from the issuer or from an affiliate.

     As used in Rule 144, an affiliate  of an issuer is a person that  directly,
or indirectly through one or more intermediaries, controls, or is controlled by,
or is under common control with, such issuer,  and generally includes any person
who is an officer or  director of the issuer or the  beneficial  owner of 10% or
more of the voting securities of the issuer.

     Further,  after a period  of one  year has  elapsed  since  the  restricted
securities were acquired from the issuer or an affiliate,  any holder (including
an  affiliate)  may sell under  Rule 144  provided  that the  issuer  shall have
available  adequate  current  public  information  with respect its business and
financial  condition.  Such current  information shall be deemed to be available
only if either of the following conditions is met:

     o   The issuer has filed a  registration  statement and has been subject to
         the periodic reporting  requirements under the Securities  Exchange Act
         of 1934, as amended (the "Exchange  Act"),  for a period of at least 90
         days immediately preceding the sale of the restricted  securities,  and
         has filed all  reports  required to be filed  thereunder  during the 12
         months  preceding such sale (or for such shorter period that the Issuer
         was required to file such reports); or

     o   if the issuer is not subject to the  reporting  requirements  of or the
         Exchange Act, it shall have  available the  information  concerning the
         issuer  specified  in  paragraphs  (a)(5)(i)  to (xiv),  inclusive  and
         paragraph (a)(5)(xvi) of Rule 15c2-11 under the Exchange Act.

     Upon satisfaction of the one-year holding period and current  information /
periodic reporting  requirements,  a holder would be generally entitled to sell,
within any three-month  period, an amount of shares of the issuer's common stock
that does not exceed the greater of 1% of the shares outstanding, or the average
weekly  trading  volume in the issuer's  common  stock during the four  calendar
weeks  preceding such sale. The restricted  securities must be sold in "brokers"
transactions' within the meaning of Rule 144 or in transactions  directly with a
"market  maker" as that term is defined in the Exchange  Act.  Also,  the person
selling the securities may not solicit or arrange for the solicitation of orders
to buy the securities in anticipation of or in connection with such transaction.
Further,  the  selling  person may not make any payment in  connection  with the
offer or sale of the securities to any person other than the broker who executes
the order to sell the  securities.  Sales  under  Rule 144 are also  subject  to
certain notice requirements.


                                      -35-
<PAGE>



How to Subscribe

     Prospective investors intending to subscribe for Shares should complete and
execute  the  attached  Subscription  Agreement  and  Confidential   Prospective
Purchaser  Questionnaire  and send,  together with a check for the amount of the
Shares  purchased,  payable to "Leonard E. Neilson Trust Account III," to Silver
River Ventures,  Inc., Attn: Nancy Ah Chong, 19 East 200 South, Suite 1080, Salt
Lake City,  Utah 84111,  After the minimum  amount of $2.5 million is raised and
the escrow satisfied, checks are to be made payable
to "BioForce Nanosciences Holdings, Inc."

     By its terms, execution of the Subscription Agreement constitutes a binding
offer to  subscribe  for and to  purchase  Shares in our  company and may not be
withdrawn.  Subject to our right to reject  subscriptions,  each investor  shall
become a  stockholder  upon  execution of the  Subscription  Agreement and other
relevant documents, payment for the Shares, and completion of the acquisition of
BioForce.  We may, in our sole  discretion,  waive  strict  compliance  with the
foregoing procedures with respect to any subscription.

Limited Registration Rights

     Purchasers of Shares  offered  pursuant to this offering may be entitled to
limited registration rights.  Accordingly,  we may within 6 months from the date
of this Memorandum,  file a registration  statement under the Securities Act for
the public sale or resale of shares of our common  stock.  Purchasers  of Shares
offered  hereunder will have the limited right to include,  or "piggyback" their
common shares acquired pursuant to this offering in the registration  statement.
Importantly,  any  investment  banker and/or  underwriter  that we may engage in
connection  with the  registration  statement  and public  offering  may, in its
discretion,  severely  restrict or  completely  negate the ability of purchasers
hereunder to include their shares in any such registration  statement and public
offering. Thus, the right to piggyback shares into a registration statement will
be subject to and  contingent  upon  approval by such  investment  banker and/or
underwriter.

     We will also include in any registration  statement shares of certain other
persons,  including  current BioForce  stockholders who will receive SRVI shares
pursuant to the  acquisition  and  certain  current  holders of SRVI  restricted
common stock. These  stockholders will be subject to certain  limitations on the
amounts to be registered and to certain lock-up and leak-out agreements.

                              FINANCIAL STATEMENTS

     The  audited  financial  statements  of SRVI  provided  as exhibits to this
Memorandum are included in the Form 10-KSB for the years ended December 31, 2003
and 2004,  have been  examined to the extent  indicated in their reports by HJ &
Associates,  LLC,  independent  certified  public  accountants.   The  financial
statements have been prepared in accordance with generally  accepted  accounting
principles,  pursuant to Regulation  S-B as  promulgated  by the SEC.  Unaudited
financial statements included in the Form 10-QSB for the nine-month period ended
September 30, 2005 have been prepared by us.

     Effective  October  20,  2005,  HJ  &  Associates,   LLC  resigned  as  our
independent  certifying accountants and the termination of our relationship with
HJ was  unanimously  accepted by our board of  directors  on that date.  Also on
October 20, 2005,  our board of directors  unanimously  approved a resolution to
engage Moore & Associates,  Chartered,  Certified Public Accountants,  to become
our new independent certifying accountants.


                                      -36-

                                              SUBSCRIPTION AGREEMENT


Silver River Ventures, Inc.
19 East 200 South, Suite 1080
Salt Lake City, Utah 84111

     Re:  Proposed Offering of Common Stock of Silver River Ventures, Inc.
          ("SRVI")
          ----------------------------------------------------------------------

Gentlemen:

         The Undersigned hereby subscribes for and agrees to purchase the number
of shares of SRVI Common Stock (the "Shares") indicated below.

         This  subscription  may be rejected  by SRVI or BioForce  Nanosciences,
Inc., to be acquired by SRVI, at any time in their discretion. I understand that
SRVI  will  advise me as soon as  practicable  if my  subscription  has not been
accepted or the offering of Shares is withdrawn. If rejected, or if the offering
of Shares is  withdrawn,  all amounts  delivered by me in payment for any Shares
will be promptly  returned to me and this  Subscription  Agreement shall have no
further force or effect.  If my subscription  is rejected,  I agree to return to
SRVI any  documents  it has  provided  to me at my  request  for the  purpose of
evaluating this offering.  If my  subscription  is accepted,  SRVI will promptly
provide  me  with  certificates  representing  my  Shares.  (In the  event  this
subscription  is on behalf of an entity,  all  references  in this  Subscription
Agreement to "I", "me", and "my" shall refer to such entity.)

     1.  Representations and Warranties of Subscriber.
         ---------------------------------------------

         As an  inducement  to  SRVI  to sell  me the  Shares  for  which I have
subscribed,  I hereby  represent  and  warrant to SRVI as follows  (either in my
individual  capacity  or as  an  authorized  representative  of  an  entity,  if
applicable),  such  representations and warranties to survive my receipt (or the
receipt by such entity) of the Shares:

     (a) If an  individual,  I am a bona fide resident of the state set forth on
     the  signature  page hereof,  over 21 year of age and legally  competent to
     execute this Agreement;  if an entity,  the person executing this Agreement
     represents  that the entity is duly  organized  under the laws of the state
     set forth on the signature  page hereof,  is validly  existing and has full
     power and authority to enter into and execute this  Agreement,  which shall
     then be the legal, valid and binding agreement of such entity;

     (b) I have been furnished with and reviewed all written materials  provided
     by SRVI or its representative relating to SRVI, its proposed operations and
     the  private  offering  of  Shares,   including  the  Confidential  Private
     Placement  Memorandum (the "Offering  Materials"),  and any other materials
     and information which may have been requested; a representative of SRVI has
     answered all inquiries that I have made relating  thereto;  and I have been
     afforded  the  opportunity  to obtain any  additional  information,  to the
     extent SRVI  possessed  such  information or was able to acquire it without
     unreasonable effort or expense, necessary (i) to verify the accuracy of the
     information  set forth in the Offering  Materials  and (ii) to evaluate the
     merits and risks of purchasing the Shares;

     (c) I have  carefully  reviewed  and  understand  the  various  risks of an
     investment in the Shares and have made such independent  investigation  and
     evaluation of the statements  made in the Offering  Materials and all other
     written  materials  provided  to me by SRVI with  respect to its  financial
     condition,  properties,  business and prospects as I deem necessary to make
     an informed  decision to purchase  the Shares;  my decision to purchase the
     Shares has been made on the basis of such investigation and evaluation;  in
     making such decision I have relied  exclusively  on the written  statements
     with respect to any such  matters or  otherwise  with respect to SRVI which
     are contained in the Offering Materials,  and which have been independently
     investigated and evaluated by me;

                                      -1-
<PAGE>

     (d) I confirm the statements made herein as true on the date hereof,  and I
     acknowledge  that the  statements  and  representations  made by me in this
     Subscription  Agreement  have been  relied upon by SRVI in offering to sell
     the Shares to me; I further  agree to indemnify  and hold harmless SRVI and
     BioForce Nanosciences, Inc. and their officers, directors and stockholders,
     from any and all damages,  losses, costs and expenses (including reasonable
     attorneys'  fee) that they may incur, by reason of any breach of any of the
     statements or representations made by me contained herein.

     (e) If an individual, one of the following applies (check one):

              ___     (1) I (or I and my  spouse  together)  have a net worth of
                      $1,000,000  or  more  (including  home,  furnishings,  and
                      automobiles)  without  regard  to the  investment  in this
                      Offering;

              ___     (2) I had an  individual  (not  joint)  annual  income  in
                      excess of $200,000  (or I and my spouse  together  have an
                      annual  income of $300,000) in each of the two most recent
                      years  and  reasonably  expect an income in excess of such
                      amount in the current year;

              ___     (3) I am director or executive officer of SRVI; or

              ___     (4) none of the above.

     (f) If an entity, I qualify as one of the following (check one):

              ___     (1) a bank as defined in Section 3(a)(2) of the Securities
                      Act of 1933, as amended (the "Securities Act"),  acting in
                      either its individual or fiduciary capacity;

              ___     (2) a saving and loan association or other  institution as
                      defined  in  section  3(a)(5)(A)  of the  Securities  Act,
                      acting in either its individual or fiduciary capacity;

              ___     (3) a broker or dealer  registered  pursuant to Section 15
                      of the Securities Exchange Act of 1934, as amended;

              ___     (4) an  insurance  company as defined in Section  2(13) of
                      the Securities Act;

              ___     (5) an investment  company registered under the Investment
                      Company Act of 1940;

              ___     (6) a business  development  company as defined in Section
                      2(a)(48) of the Investment Company Act of 1940;

              ___     (7) a Small Business  Investment  Company  licensed by the
                      U.S. Small Business Administration under Section 301(c) or
                      (d) of the Small Business Investment Act of 1958;

              ___     (8) a plan  established  and  maintained  by a state,  its
                      political subdivision, or any agency or instrumentality of
                      a state or its political  subdivisions  for the benefit of
                      its   employees   that  has  total  assets  in  excess  of
                      $5,000,000;

              ___     (9) an  employee  benefit  plan  within the meaning of the
                      Employee  Retirement  Income Security Act of 1974, and (A)
                      the investment decision is being made by a plan fiduciary,
                      as defined in Section 3(21) of such Act, which is either a
                      bank, savings and loan association,  insurance company, or
                      registered investment adviser, or (B) the employee benefit
                      plan has total assets in excess of $5,000,000, or (C) if a
                      self-directed plan, with investment  decisions made solely
                      by  persons  that  can  make  one of  the  representations
                      contained in (1) through (13) of this paragraph (g) or (1)
                      through (3) of paragraph (f) of this Section 1;

              ___(10) a private  business  development  company  as  defined  in
                      Section 202(a)(22) of the Investment Advisors Act of 1940;

                                      -2-
<PAGE>

              ___(11) any  organization  described  in Section  501(c)(3) of the
                      Internal  Revenue Code of 1986,  as amended,  corporation,
                      Massachusetts  or similar  business trust, or partnership,
                      not formed for the  specific  purposes  of  acquiring  the
                      Shares, with total assets in excess of $5,000,000;

              ___(12) a trust,  with total assets in excess of  $5,000,000,  not
                      formed for the specific  purpose of acquiring  the Shares,
                      whose  purchase is directed by a  sophisticated  person as
                      described in Rule 506(b)(2)(ii) under the Securities Act;

              ___(13) an entity in which all of the  equity  owners can make one
                      of the  representations  contained  in  subparagraphs  (1)
                      through (13) of this paragraph (g) or in subparagraphs (1)
                      through (3) of paragraph (f) of this Section 1; or

              ___(14) none of the above.

     (g) I understand that the securities being offered have not been registered
     under  the  Securities  Act or any  state  securities  laws and  that  this
     offering is intended to be a non-public  offering  made in reliance upon an
     exemption to registration  under the Securities Act, that no aspect of this
     offering has been reviewed by the Securities and Exchange Commission or the
     securities  regulatory  authorities  of any  state  and  that  none  of the
     Offering  Materials nor any other written  materials  furnished by SRVI and
     used in  connection  with this offering has been reviewed by any federal or
     state securities regulatory bodies or authorities;

     (h)  I  acknowledge  that  the  Shares  being  subscribed  for  are  deemed
     "restricted   securities"  as  defined  under  the  Securities   Act,  that
     certificates  representing the Shares will bear an appropriate  restrictive
     legend, and that I will not be able to resell or transfer any of the Shares
     purchased   hereunder  (or  the   components   thereof)   unless  they  are
     subsequently  registered under the Securities Act or an exemption from such
     registration is available.

     (i) I understand  that SRVI has the absolute  right to refuse to consent to
     the transfer or  assignment  of the Shares if such  transfer or  assignment
     does not comply with applicable state and federal securities laws;

     (j) I  acknowledge  that in the event SRVI files  within 6 months  from the
     date of the Offering Materials a registration statement with the Securities
     and  Exchange  Commission  under the  Securities  Act,  I will be given the
     opportunity to include in the  registration  statement my Shares  purchased
     hereby.  However,  my right  to  include  the  Shares  in the  registration
     statement  may  be  severely   restricted  or  completely  negated  by  any
     investment  banker  and/or  underwriter  that SRVI May engage in connection
     with the  registration  statement  and such  right  will be  subject to and
     contingent upon approval by such investment banker and/or underwriter;

     (k) I understand  and  represent  that I have been  informed that this is a
     speculative  investment,  involves a high  degree of risk,  that the amount
     realized on the investment may not equal the original  amount invested and,
     in evaluating  such  investment,  I have  consulted  with my own investment
     and/or legal and/or tax advisor as I deemed  necessary  and have  concluded
     that  the  investment  in  SRVI  is  appropriate  in  light  of my  overall
     investment objectives and financial situation;

     (l) I represent  that I am able to bear the  substantial  economic risks of
     the investment in SRVI and at the present time I can afford a complete loss
     of such  investment,  and that I have  adequate  means of providing  for my
     current  needs and  possible  personal  contingencies  and have no need for
     liquidity of my investment in SRVI;

                                      -3-
<PAGE>

     (m) I  represent  that I am  acquiring  the  securities  offered for my own
     account,  for investment,  and not with a view to distribution or resale to
     others; I am not  participating,  directly or indirectly in an underwriting
     of any such  distribution  or other  transfer;  I do not now have reason to
     anticipate any change in my circumstances or any other particular  occasion
     or  event  which  would  cause me to sell the  Shares;  I have  substantial
     experience  in  making  decisions  of  this  type or am  relying  on my own
     qualified advisor in making the investment decision;  and I understand that
     SRVI is relying  upon the truth and  accuracy  of this  representation  and
     warranty;

     (n) Neither SRVI nor BioForce Nanosciences,  Inc., nor any person acting on
     behalf  of  either of them,  has made any  representations  to me except as
     contained in the Offering Materials;  and in making my decision to purchase
     the Shares I have subscribed for, I have not relied on any  representations
     or information other than those which I have independently investigated and
     verified to my satisfaction;

     (o) I understand  that this  subscription  may be accepted or rejected,  in
     whole or in part, by SRVI or BioForce Nanosciences,  Inc. in their absolute
     discretion;

     (p) All the information  which I heretofore  furnished to SRVI, or which is
     set forth in this  Subscription  Agreement  with  respect  to my  financial
     position and business  experience is correct and complete as of the date of
     this  agreement,  and if  there  should  be any  material  change  in  such
     information  prior to receipt of the  Shares  subscribed  for by me, I will
     immediately furnish such revised or corrected information to SRVI;

     (q) I am able to bear the substantial economic risk of an investment in the
     Shares  and at the  present  time  could  afford  a  complete  loss of such
     investment;  I further represent that my overall  commitment in investments
     which are not readily marketable is reasonable in relation to my net worth;
     and

     (r) If an entity,  I have not been  organized  for the specific  purpose of
     acquiring the Shares being offered.

2.   Miscellaneous.
     --------------

     (a) All notices or other communications given or made hereunder shall be in
     writing and shall be delivered by hand or mailed by registered or certified
     mail, postage prepaid, to myself or to SRVI at the respective addresses set
     forth  herein,  and shall be deemed to have been given or  delivered on the
     date of the hand delivery or four (4) days after such mailing.

     (b) This  Subscription  Agreement  shall be  governed by and  construed  in
     accordance  with the laws of the State of Nevada  applicable  to  contracts
     made and wholly  performed  in that  state,  without  giving  effect to any
     conflict of law principles thereunder.

     (c) This  Subscription  Agreement  constitutes the entire agreement between
     SRVI and me with respect to the subject matter  hereof,  and may be amended
     only by a writing  executed by the party to be bound thereby.  Neither this
     Subscription Agreement nor any of my rights hereunder may be transferred or
     otherwise assigned hereunder.

     (d)  Unless  this  Subscription   Agreement  is  rejected,  my  obligations
     hereunder shall not be terminated upon the occurrence of any event (whether
     by operation of law or otherwise), including, without limitation, my death,
     occurrence of disability or  declaration  that I am  incompetent,  and this
     Subscription   Agreement  (including  the  representations  and  warranties
     contained   herein)   shall   be   binding   upon  my   successors,   legal
     representatives, heirs and distributees.

     (e)  If  requested  at any  time  by  SRVI,  I will  promptly  supply  such
     information  regarding  myself as may be  necessary  for  inclusion  in any
     registration,  qualification, application or other filing to be made at any
     time  hereafter on behalf.  I shall furnish such  information to SRVI as it
     shall deem necessary to satisfy it that I may legally purchase the Shares.

                                      -4-
<PAGE>
3.    Compliance with Applicable Law.
      -------------------------------

     I understand and agree that I will not sell,  assign,  transfer,  pledge or
otherwise  dispose of any of the Shares except in compliance with all conditions
on transfer  imposed by the Securities Act and by "Blue Sky" or securities  laws
of any state and that I will be fully  responsible  for compliance with all such
conditions.

4.   Execution of Other Documents.
     -----------------------------

     I agree that I will  execute  such other  documents  as may be necessary to
complete the transactions contemplated hereby, and I agree to be bound by all of
the  terms  and  provisions  of any  such  documents  and to  perform  all of my
obligations thereunder with respect to the Shares being purchased.

5.    Payment of Commission.
      ----------------------

     I represent  and warrant that no sales  commission  is due to any person in
connection  with my  purchase  of the  Shares  other  than as set  forth  in the
Offering Materials.

     IN  WITNESS  WHEREOF,  I  have  executed  this  Subscription  Agreement  by
executing the attached Subscription Agreement Signature Page on the date therein
indicated.   I   enclosed   herein   my  check  in  the   aggregate   amount  of
$_______________, payable to the order of "Leonard E. Neilson Trust Account III"
After the minimum  amount of $ 2.5  million is raised and the escrow  satisfied,
checks are to be made payable to "BioForce Nanosciences, Inc."


                                      -5-
<PAGE>


                      SUBSCRIPTION AGREEMENT SIGNATURE PAGE


         The  Undersigned,  desiring to  purchase  the Shares  described  in the
Offering  Materials,  dated December 23, 2005, of Silver River  Ventures,  Inc.,
hereby  agrees  to all the  terms  of the  Subscription  Agreement  in the  form
attached hereto and, upon acceptance of the Subscription  Agreement by the SRVI,
agrees to be bound by the terms and provisions thereof.

         By executing this Subscription  Agreement Page, the undersigned  hereby
executes, adopts and agrees to all terms, conditions and representations of this
Subscription Agreement.

         By  executing  this   Subscription   Agreement   Signature   Page,  the
undersigned acknowledges receipt of a copy of the Offering Materials.





                                      S-1
<PAGE>


                             INDIVIDUAL SUBSCRIPTION


                              Price Per                   Amount of Purchase
Number of Shares               Share                      Price (Check Enclosed)
----------------            ------------                  ----------------------

                                  x    $1.50
--------------------------                         -----------------------------


Printed Name & Residence Address (Note:  Business Address will NOT be accepted.)
                                         ---------------------------------------

-------------------------------------

-------------------------------------

-------------------------------------


-------------------------------------
<TABLE>
<CAPTION>

<S>                                                                        <C>
Date:                                                Signature - Purchaser 1
     ---------------------------------------
                                                                             ----------------------------

                                                     Social Security Number 1
                                                                             ----------------------------


                                                     Signature - Purchaser 2
                                                                             ----------------------------

                                                     Social Security Number
                                                                             ----------------------------
</TABLE>


Subscription accepted as of:





         SILVER RIVER VENTURES, INC.



By: ____________________________________
Its:



     BIOFORCE NANOSCIENCES, INC.



By:____________________________________
     Eric Henderson, Ph.D.,  CEO




                                       S-2
<PAGE>



                               ENTITY SUBSCRIPTION


                              Price Per                   Amount of Purchase
Number of Shares               Share                      Price (Check Enclosed)
----------------            ------------                  ----------------------

                                        x      $1.50
--------------------------


Printed Name & Address of               State of Organization (if different from
Principal Place of Business             State of Principal Place of Business:


-------------------------------------   --------------------------------

-------------------------------------

-------------------------------------

-------------------------------------



FORM OF OWNERSHIP - Check type of Subscriber.

-             TRUST (Please include name of trust,  name of trustee,  date trust
  ----------  was formed and copy of the trust agreement).

-             PARTNERSHIP  (Please  include copy  of the  Partnership  agreement
  ----------  authorizing signature).

-             CORPORATION  (Please  include  certified  corporate  resolution(s)
  ----------  authorizing signature and purchase of Shares).

-             OTHER (Please specify and include copy of document authorizing
  ----------  signature).

         The undersigned  trustee,  partner or officer warrants that he has full
power and authority  from all  beneficiaries,  partners or  shareholders  of the
entity  named above to execute this  Subscription  Agreement  Signature  Page on
behalf of such entity and that investment in the Shares is not prohibited by the
governing documents of such entity.

Date:
     ---------------------------    --------------------------------------------
                                    (Name of Entity)

                                     By:
                                         ---------------------------------------
                                    (Trustee, partner
                                     or authorized corporate officer)

                                    --------------------------------------------
                                    Taxpayer Identification Number


Subscription accepted as of                  SILVER RIVER VENTURES, INC.



                                     By:
                                         ---------------------------------------
                                    Its:


                                        BIOFORCE NANOSCIENCES, INC.



                                     By:
                                         ---------------------------------------
                                          Eric Henderson, Ph.D., CEO


                                      S-3

          CONFIDENTIAL PROSPECTIVE PURCHASER QUESTIONNAIRE INSTRUCTIONS

                    PLEASE PRINT THE ANSWERS TO ALL QUESTIONS

         1. Confidential  Prospective Purchaser  Questionnaire.  Please complete
the attached Confidential Prospective Purchaser Questionnaire.  Please note that
there are separate  questionnaires  for  "individual,"  "trust,"  "partnership,"
"corporation"  and  "limited   liability  company"   purchasers.   In  order  to
participate  in the offering,  you must  demonstrate  that you are an accredited
investor  (as such term is defined in Section  501(c) of the  Securities  Act of
1933, as amended (the  "Securities  Act")) and that you have such  knowledge and
expertise  in  business  and  financial  matters  and  that you are  capable  of
evaluating the merits and risks of an investment in the Company. Any capitalized
term used herein and not defined shall have the respective  meaning  ascribed to
it in that  certain  Confidential  Private  Placement  Memorandum  of even  date
herewith.

         A  prospective  purchaser  must be sure to carefully and fully read the
Confidential Private Placement  Memorandums and the exhibits thereto,  including
the  Subscription   Agreement,   prior  to  returning  the  signed  subscription
documents.





         Return  of   Subscription   Documents   and  Payment.   Your   executed
Subscription  Agreement  and executed  and  completed  Confidential  Prospective
Purchaser  Questionnaire  should be  returned  to the  Company at the  following
address:



SILVER RIVER VENTURES, INC.
19 East 200 South, Suite 1080
Salt Lake City, Utah 84111





If you have any  question  concerning  the  Offering or making  payment for your
subscription,  please contact Nancy Ah Chong,  Silver River  Ventures,  Inc., 19
East 200 South,  Suite 1080, Salt Lake City, Utah 84111,  telephone number (801)
322-3401.

<PAGE>


                           SILVER RIVER VENTURES, INC.
                CONFIDENTIAL PROSPECTIVE PURCHASER QUESTIONNAIRE


INSTRUCTIONS:   This  Confidential  Prospective  Purchaser  Questionnaire  (this
"Questionnaire")  is to be  completed  and  executed  by  prospective  investors
interested  in  purchasing  shares  of common  stock  offered  by  Silver  River
Ventures,  Inc., a Nevada corporation (the "Company").  The shares being offered
are sometimes hereinafter referred to as the "Securities." Purchasers must meet,
among  others,  certain  standards  imposed  by  Regulation  D as adopted by the
Securities and Exchange  Commission under the Securities Act of 1933, as amended
(the  "Securities  Act"),  because the Securities have not been registered under
the Securities  Act, and are being sold in reliance upon the exemption  provided
by Section 4(2) of the  Securities Act and/or Rule 506  promulgated  thereunder.
The  undersigned  acknowledges  and  agrees  that the  Company is relying on the
undersigned's  representations  contained in this  Questionnaire and the related
subscription  documents in determining  whether to accept the subscription.  The
Company  reserves  the right to request  additional  information,  financial  or
otherwise, from potential investors if necessary for verification purposes.

A response should be provided to each and every  question.  If the answer to any
question is "none" or "not applicable," please so indicate.


Your  answers  will,  at all  times,  be kept  strictly  confidential;  however,
everyone who agrees to purchase  Securities  hereby  agrees that the Company may
present  this  Questionnaire  to such  parties as  necessary  in order to assure
itself that the offer and sale of Securities to you will not result in a loss of
the exemption from registration  under the Securities Act, which is being relied
upon by the Company in connection with the sale of the Securities.

Investors investing as:

Individual  Investors  should  complete the Individual  Purchaser  Questionnaire
beginning on page A-1.

Trusts should complete the Trust Questionnaire beginning on page B-1.

Partnerships  should  complete the Partnership  Questionnaire  beginning on page
C-1.

Corporations  should  complete the Corporation  Questionnaire  beginning on page
D-1.

Limited  Liability  Companies  should  complete  the Limited  Liability  Company
Questionnaire beginning on page E-1.


                                      -2-
<PAGE>


                                        ----------------------------------------

IMPORTANT:                              Investor Name:
Please Complete
                                        ----------------------------------------



                       INDIVIDUAL PURCHASER QUESTIONNAIRE

--------------------------------------------------------------------------------

                           SILVER RIVER VENTURES, INC.

--------------------------------------------------------------------------------

Silver River Ventures, Inc.
19 East 200 South, Suite 1080
Salt Lake City, Utah 84111

     The information contained in this Questionnaire is being furnished in order
to determine whether the  undersigned's  subscription to purchase the Securities
of Silver River Ventures, Inc. may be accepted.

     All   information   contained  in  this   Questionnaire   will  be  treated
confidentially.  The  undersigned  understands,  however,  that the  Company may
present this  Questionnaire  to such parties as it deems  appropriate  if called
upon to establish  that the proposed  offer and sale of the Securities is exempt
from  registration  under the Securities  Act of 1933, as amended,  or meets the
requirements of applicable  state  securities or "blue sky" laws.  Further,  the
undersigned  understands  that the  offering  is  required to be reported to the
Securities and Exchange Commission and to various state securities or "blue sky"
regulators.

--------------------------------------------------------------------------------
If you are  purchasing  Securities  with  your  spouse,  you must  both sign the
Signature Page (page A-5).
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
If you are purchasing  Securities with another person NOT your spouse,  you must
each fill out a separate Questionnaire.  Please make a photocopy of pages A-1 to
A-5  and  return  both  completed  Questionnaires  to the  Company  in the  same
envelope.
--------------------------------------------------------------------------------


                                       A-1
<PAGE>



I.       PLEASE INDICATE DESIRED TYPE OF OWNERSHIP OF SHARES:

         [ ]      Individual
         [ ]      Joint Tenants (rights of survivorship)
         [ ]      Tenants in Common (no rights of survivorship)

II.      PLEASE CHECK ANY OF STATEMENTS 1-4 BELOW THAT APPLY TO YOU.

         [ ]      1.       I have an  individual  net  worth* or joint net worth
                           with my spouse in excess of $1,000,000.

         [ ]      2.       I had  individual  income* in excess of  $200,000  in
                           each  of  2003  and  2004,  and I  reasonably  expect
                           individual income in excess of $200,000 for 2005.

         [ ]      3.       My  spouse  and I had  joint  income*  in  excess  of
                           $300,000 in each of 2003 and 2004,  and I  reasonably
                           expect joint income in excess of $300,000 for 2005.

         [ ]      4.       I am a director  and/or an  executive  officer of the
                           Company as such terms are  defined  in  Regulation  D
                           promulgated  under  the  Securities  Act of 1933,  as
                           amended.

III.     OTHER CERTIFICATIONS

         By signing the  Signature  Page, I certify the  following  (or, if I am
         purchasing Securities with my spouse as co-owner,  each of us certifies
         the following):

         (a)      that I am at least 21 years of age;

         (b)      that my  purchase  of  Securities  will be  solely  for my own
                  account  and not for the  account of any other  person  (other
                  than my spouse, if co-owner);

         (c)      that the name,  home  address  and social  security  number or
                  taxpayer   identification   number   as  set   forth  in  this
                  Questionnaire are true, correct and complete; and

         (d)      that one of the following is true and correct (check one):

                         Spouse,
       Purchaser         if Co-Owner
       ---------         -----------

         [ ]                [ ]        (i)  I  am a  United  States  citizen  or
                                            resident  of the  United  States for
                                            United  States  federal  income  tax
                                            purposes.

         [ ]                [ ]        (ii) I am neither a United States citizen
                                            nor a resident of the United  States
                                            for United States federal income tax
                                            purposes.

o    For purposes of this  Questionnaire,  the term "net worth" means the excess
     of total assets over total liabilities.  In determining income, an investor
     should add to his or her adjusted gross income any amounts  attributable to
     tax-exempt  income  received,  losses  claimed as a limited  partner in any
     limited partnership, deductions claimed for depletion, contributions to IRA
     or Keogh retirement plans,  alimony payments and any amount by which income
     from long-term capital gains has been reduced in arriving at adjusted gross
     income.

                                      A-2


<PAGE>



IV.      GENERAL INFORMATION


          (a) PERSONAL INFORMATION


Name:___________________________________________________________________________

Social Security or Taxpayer Identification Number_______________________________

Residence Address:______________________________________________________________
                                              (Number and Street)

________________________________________________________________________________
           (City)                       (State)                 (Zip Code)

Residence Telephone Number:_____________________________________________________
                                (Area Code)         (Number)
Residence Facsimile Number:_____________________________________________________
                                (Area Code)         (Number)

Name of Business:_______________________________________________________________

Business Address:_______________________________________________________________
                                              (Number and Street)

________________________________________________________________________________
           (City)                       (State)                 (Zip Code)

Business Telephone Number:______________________________________________________
                                (Area Code)         (Number)

Business Facsimile Number:______________________________________________________
                                (Area Code)         (Number)

I prefer to have correspondence sent to:        [ ]  Residence   [ ] Business

NASD Affiliation or Association of you
or your spouse, if any:                _________________________________________

                      If none, check here [ ]

                                      A-3
<PAGE>



Spouse, if Co-Owner

Name:___________________________________________________________________________

Social Security or Taxpayer Identification Number:______________________________

Residence Address (if different from Purchaser's):______________________________
                                                       (Number and Street)
________________________________________________________________________________
              (City)            (State)                      (Zip Code)
Residence Telephone Number (if different from Purchaser's):_____________________
                                                           (Area Code)  (Number)

Name of Business (if different from Purchaser's):_______________________________

Business Address (if different from Purchaser's):_______________________________
                                                       (Number and Street)

________________________________________________________________________________
              (City)            (State)                      (Zip Code)
Business Telephone Number (if different from Purchaser's):______________________
                                                          (Area Code)   (Number)

I prefer to have correspondence sent to:        [ ]  Residence   [ ] Business

NASD Affiliation or Association, if any:________________________________________

                      If none, check here [ ]

V.       SIGNATURE

         The  Signature  Page to this  Questionnaire  is  contained on page A-5,
entitled Individual Signature Page.

                                      A-4
<PAGE>


                            INDIVIDUAL SIGNATURE PAGE

--------------------------------------------------------------------------------

                           SILVER RIVER VENTURES, INC.

--------------------------------------------------------------------------------


         1. The undersigned  represents  that (a) the  information  contained in
this  Questionnaire  is  complete  and  accurate  and (b) he/she will notify the
Company  immediately if any material  change in any of this  information  occurs
before  the   acceptance  of  his/her   subscription   and  will  promptly  send
confirmation of such change to the Company.


_________________________________       _______________________________________
Number of  Shares Subscribed For                          Date

                                        _______________________________________
                                              Name (Please Type or Print)

                                        _______________________________________
                                                        Signature

                                        _______________________________________
                                               Name of Spouse if Co-Owner
                                                 (Please Type or Print)

                                        _______________________________________
                                            Signature of Spouse if Co-Owner

--------------------------------------------------------------------------------
If you are  purchasing  Securities  with  your  spouse,  you must  both sign the
Signature Page (page A-5).
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
If you are purchasing  Securities with another person NOT your spouse,  you must
each fill out a separate Questionnaire.  Please make a photocopy of pages A-1 to
A-5  and  return  both  completed  Questionnaires  to the  Company  in the  same
envelope.
--------------------------------------------------------------------------------

         Neither the common shares and warrants  comprising  the  Securities nor
the  common  shares  underlying  the  warrants  have been  registered  under the
Securities Act of 1933, as amended (the "Act"), and may not be offered,  sold or
otherwise  transferred,  and the Securities  may not be exercised,  converted or
exchanged to acquire the common shares  underlying the  Securities,  unless such
securities are included in an effective  registration statement under the Act or
an  opinion  of  counsel,  concurred  on by  counsel  to the  Company,  has been
delivered to the effect that registration of such securities is not required.

                                      A-5

<PAGE>

                                    --------------------------------------------

IMPORTANT:                          Investor Name:
Please Complete
                                    --------------------------------------------
                               TRUST QUESTIONNAIRE

--------------------------------------------------------------------------------

                           SILVER RIVER VENTURES, INC.

--------------------------------------------------------------------------------


Silver River Ventures, Inc.
19 East 200 South, Suite 1080
Salt Lake City, Utah 84111




     The information contained in this Questionnaire is being furnished in order
     determine  whether the  undersigned  TRUST's  subscription  to purchase the
     Silver River Ventures, Inc. may be accepted.

         All  information  contained  in  this  Questionnaire  will  be  treated
confidentially. The undersigned TRUST understands, however, that the Company may
present this  Questionnaire  to such parties as it deems  appropriate  if called
upon to establish  that the proposed  offer and sale of the Securities is exempt
from  registration  under the Securities  Act of 1933, as amended,  or meets the
requirements of applicable  state  securities or "blue sky" laws.  Further,  the
undersigned  TRUST  understands  that the offering is required to be reported to
the Securities and Exchange  Commission and to various state securities or "blue
sky" regulators.

--------------------------------------------------------------------------------
Note:  Retirement plans should complete the Questionnaire on pages B-1 to B-5.
--------------------------------------------------------------------------------


                                      B-1
<PAGE>


I.       PLEASE CHECK STATEMENTS 1 AND 2 BELOW, AS APPLICABLE.

    [ ]    1. (a) the TRUST has total assets in excess of $5,000,000; and

                  (b)      the TRUST was not formed for the specific  purpose of
                           acquiring the Securities; and

                  (c)      the purchase by the TRUST is directed by a person who
                           has such  knowledge  and  experience in financial and
                           business matters that he/she is capable of evaluating
                           the  merits  and  risks  of  an   investment  in  the
                           Securities.

    [ ]    2.     The grantor of the TRUST may revoke the TRUST at any time, the
                  grantor retains sole investment control over the assets of the
                  trust and

                  (a)      the grantor is a natural person whose  individual net
                           worth* or joint net worth with the  grantor's  spouse
                           exceeds $1,000,000; or

                  (b)      the  grantor is a natural  person who had  individual
                           income*  in  excess of  $200,000  in each of 2003 and
                           2004, and who reasonably expects individual income in
                           excess of $200,000 in 2005; or

                  (c)      the grantor is a natural  person who,  together  with
                           his or her  spouse,  had joint  income*  in excess of
                           $300,000 in each of 2003 and 2004, and who reasonably
                           expects joint income in excess of $300,000 in 2005.

--------------------------------------------------------------------------------
If you checked statement 2 in Section I and did not check statement 1, the Trust
must provide a completed individual  Purchaser  Questionnaire (pages A-I to A-5)
for each grantor.
--------------------------------------------------------------------------------

II.      OTHER CERTIFICATIONS

         By signing the Signature Page, the undersigned certifies the following:

         (a)      that the TRUST's purchase of the Securities will be solely for
                  the  TRUST's  own account and not for the account of any other
                  person;

----------------------
o    For purposes of this  Questionnaire,  the term "net worth" means the excess
     of total assets over total liabilities.  In determining income, an investor
     should add to his or her adjusted gross income any amounts  attributable to
     tax-exempt  income  received,  losses  claimed as a limited  partner in any
     limited partnership, deductions claimed for depletion, contributions to IRA
     or Keogh retirement plans,  alimony payments and any amount by which income
     from long-term capital gains has been reduced in arriving at adjusted gross
     income.
                                      B-2
<PAGE>


         (b)      that the  TRUST's  purchase  of the  Securities  is within the
                  investment  powers and authority of the TRUST (as set forth in
                  the  declaration of trust or other  governing  instrument) and
                  that all necessary consents,  approvals and authorizations for
                  such  purchase  have been  obtained  and that each  person who
                  signs the Signature Page has all requisite power and authority
                  as trustee to execute this  Questionnaire and the Subscription
                  Agreement on behalf of the TRUST;

         (c)      that the TRUST has not been  established  in  connection  with
                  either (i) an  employee  benefit  plan (as  defined in Section
                  3(3) of ERISA),  whether or not subject to the  provisions  of
                  Title  I of  ERISA,  or  (ii)  a  plan  described  in  Section
                  4975(e)(i) of the Internal Revenue Code;

         (d)      that the TRUST's name,  address of principal office,  place of
                  formation and taxpayer  identification  number as set forth in
                  this Questionnaire are true, correct and complete; and

         (e)      that one of the following is true and correct (check one):

                  [ ]    (i)        the TRUST is an estate or trust whose income
                                    from sources outside of the United States is
                                    includible  in its gross  income  for United
                                    States  federal tax purposes  regardless  of
                                    its  connection  with a  trade  or  business
                                    carried on in the United States.
                  [ ]    (i)        the TRUST is an estate or trust whose income
                                    from  sources  outside the United  States is
                                    not  includible  in  its  gross  income  for
                                    United States  federal income taxes purposes
                                    regardless of its connection with a trade or
                                    business carried on in the United States.

III.     GENERAL INFORMATION

         (a) PROSPECTIVE PURCHASER (THE TRUST)

Name:___________________________________________________________________________

Address:________________________________________________________________________
                          (Number and Street)
________________________________________________________________________________
               (City)             (State)                         (Zip Code)

Address for Correspondence (if different):______________________________________
                                                 (Number and Street)

________________________________________________________________________________
               (City)             (State)                         (Zip Code)


                                      B-3
<PAGE>

State in which Formed:__________________________________________________________

Date of Formation:______________________________________________________________

Taxpayer Identification Number:_________________________________________________



         (b)  TRUSTEES WHO ARE  EXECUTING  THIS  QUESTIONNAIRE  ON BEHALF OF THE
              TRUST

Name(s) of Trustee(s):__________________________________________________________

NASD Affiliation or Association of Trustee(s), if any:__________________________

                  If none, check here [ ]

IV.      ADDITIONAL INFORMATION

--------------------------------------------------------------------------------
A Trust  must  attach a copy of its  declaration  of  trust  or other  governing
instrument,  as amended, as well as all other documents that authorize the Trust
to invest in the Securities. All documentation must be complete and correct.
--------------------------------------------------------------------------------

V.       SIGNATURE

         The  Signature  Page to this  Questionnaire  is  contained on page B-5,
entitled Trust Signature Page.

                                      B-4
<PAGE>


                              TRUST SIGNATURE PAGE

--------------------------------------------------------------------------------

                           SILVER RIVER VENTURES, INC.

--------------------------------------------------------------------------------

             1. The undersigned represents that (a) the information contained in
this Questionnaire is complete and accurate and (b) the TRUST will notify Silver
River  Ventures,  Inc.  immediately  if any  material  change  in  any  of  this
information  occurs before the acceptance of the TRUST's  subscription  and will
promptly send written confirmation of such change to the Company.

         2. The  undersigned  TRUST  hereby  represents  and  warrants  that the
persons signing this Questionnaire on behalf of the TRUST are duly authorized to
acquire  the  Securities  and  sign  this  Questionnaire  and  the  Subscription
Agreement on behalf of the TRUST and,  further,  that the undersigned  TRUST has
all  requisite  authority  to  purchase  such  Securities  and  enter  into  the
Subscription Agreement.


_________________________________       _______________________________________
Number of  Shares Subscribed For                          Date

                                        _______________________________________
                                          Title of Trust (Please Type or Print)

                                        By:____________________________________
                                                     Signature of Trustee

                                        Name of Trustee:______________________
                                                        (Please Type or Print)

                                        By:_____________________________________
                                            Signature of Co-Trustee

                                        Name of Co-Trustee:_____________________
                                                        (Please Type or Print)

Neither the common shares and warrants  comprising the Securities nor the common
shares  underlying the warrants have been registered under the Securities Act of
1933,  as  amended  (the  "Act"),  and may  not be  offered,  sold or  otherwise
transferred, and the Securities may not be exercised,  converted or exchanged to
acquire the common shares underlying the Securities,  unless such securities are
included in an effective  registration  statement under the Act or an opinion of
counsel,  concurred  on by counsel to the  Company,  has been  delivered  to the
effect that registration of such securities is not required.

                                      B-5
<PAGE>

                                    --------------------------------------------

IMPORTANT:                          Investor Name:
Please Complete
                                    --------------------------------------------

                            PARTNERSHIP QUESTIONNAIRE

                            -------------------------

                           SILVER RIVER VENTURES, INC.

                            -------------------------



Silver River Ventures, Inc.
19 East 200 South, Suite 1080
Salt Lake City, Utah 84111

The information  contained in this  Questionnaire is being furnished in order to
determine  whether the  undersigned  PARTNERSHIP's  subscription to purchase the
Securities of Silver River Ventures, Inc. may be accepted.

         All  information  contained  in  this  Questionnaire  will  be  treated
confidentially.  The  undersigned  PARTNERSHIP  understands,  however,  that the
Company may present this  Questionnaire to such parties as it deems  appropriate
if called upon to establish  that the proposed  offer and sale of the Securities
is exempt from  registration  under the Securities  Act of 1933, as amended,  or
meets the  requirements  of  applicable  state  securities  or "blue  sky" laws.
Further, the undersigned  PARTNERSHIP  understands that the offering is required
to be reported to the  Securities  and Exchange  Commission and to various state
securities or "blue sky" regulators.



                                       C-1
<PAGE>


I. PLEASE CHECK ANY OF STATEMENTS 1-3 BELOW THAT APPLY TO THE PARTNERSHIP.

   [ ]    1.      Each of the partners of the undersigned PARTNERSHIP is able to
                  certify that such partner  meets at least one of the following
                  conditions:

                  (a)      The partner is a natural person whose  individual net
                           worth  or joint  net  worth  with  his or her  spouse
                           exceeds $1,000,000.

                  (b)      The  partner  is a natural  person  whose  individual
                           income* was in excess of $200,000 in each of 2003 and
                           2004, and who reasonably expects individual income in
                           excess of $200,000 in 2005.

   [ ]    2.      Each of the partners of the undersigned PARTNERSHIP is able to
                  certify  that such partner is a natural  person who,  together
                  with his or her  spouse,  has had joint  income*  in excess of
                  $300,000 in each of 2003 and 2004 and who reasonably expects a
                  joint income in excess of $300,000 in 2005.

   [ ]    3.      The  undersigned  PARTNERSHIP:  (a)  was  not  formed  for the
                  specific  purpose of  acquiring  the  Securities;  and (b) has
                  total assets in excess of $5,000,000.

--------------------------------------------------------------------------------
If you  checked  statement  1 or  statement  2 in  Section  I and did not  check
statement  3, you must  provide  a letter  signed by a  general  partner  of the
undersigned  Partnership  listing the name of each partner (whether a general or
limited  partner) and the reason (under statement 1 OR statement 2) such partner
qualifies  as an  accredited  investor  (on the basis of net  worth,  individual
income or joint  income),  or each partner  must provide a completed  individual
Purchaser Questionnaire (pages A-1 to A-5).
--------------------------------------------------------------------------------



----------------------
o    For purposes of this  Questionnaire,  the term "net worth" means the excess
     of total assets over total liabilities.  In determining income, an investor
     should add to his or her adjusted gross income any amounts  attributable to
     tax-exempt  income  received,  losses  claimed as a limited  partner in any
     limited partnership, deductions claimed for depletion, contributions to IRA
     or Keogh retirement plans,  alimony payments and any amount by which income
     from long-term capital gains has been reduced in arriving at adjusted gross
     income.

                                      C-2
<PAGE>


II.      OTHER CERTIFICATIONS
         By signing the Signature Page, the undersigned certifies the following:

         (a)      that the  PARTNERSHIP's  purchase  of the  Securities  will be
                  solely  for  the  PARTNERSHIP's  own  account  and not for the
                  account of any other person;

         (b)      that the  PARTNERSHIP's  name,  address of  principal  office,
                  place of formation and taxpayer  identification  number as set
                  forth in this  Questionnaire  are true,  correct and complete;
                  and

         (c)      that one of the following is true and correct (check one):

                           (i)      the  PARTNERSHIP is a partnership  formed in
                                    or under the laws of the United  States or a
                                    political subdivision thereof.
                           (ii)     the PARTNERSHIP is not a partnership  formed
                                    in or under the laws of the United States or
                                    a political subdivision thereof.

III.     GENERAL INFORMATION

         (a) PROSPECTIVE PURCHASER (THE PARTNERSHIP)

Name: __________________________________________________________________________

Principal Place of Business:____________________________________________________
                                        (Number and Street)

________________________________________________________________________________
          City            (State)                               (Zip Code)

Address  for  Correspondence (if different):____________________________________
                                                 (Number and Street)
________________________________________________________________________________
          City            (State)                               (Zip Code)

Telephone Number:_______________________________________________________________

                           (Area Code)               (Number)
Facsimile Number:_______________________________________________________________
                           (Area Code)               (Number)
State in which Formed:
                      __________________________________________________________

Date of Formation:______________________________________________________________

Taxpayer Identification Number: ________________________________________________


                                      C-3
<PAGE>


Number of Partners:_____________________________________________________________

NASD Affiliation or Association of the PARTNERSHIP, if any:

                  If none, check here     [ ]

         (b)  INDIVIDUAL WHO IS EXECUTING  THIS  QUESTIONNAIRE  ON BEHALF OF THE
              PARTNERSHIP

Name:___________________________________________________________________________

Position or Title:______________________________________________________________

IV.      SIGNATURE

         The  Signature  Page to this  Questionnaire  is  contained on page C-5,
entitled Partnership Signature Page.

                                      C-4
<PAGE>


                           PARTNERSHIP SIGNATURE PAGE

                            -------------------------

                           SILVER RIVER VENTURES, INC.
                            -------------------------

1.The undersigned  PARTNERSHIP  represents that (a) the information contained in
this  Questionnaire is complete and accurate and (b) the PARTNERSHIP will notify
Silver River  Ventures,  Inc.  immediately if any material change in any of this
information  occurs  before  the  acceptance  of the  undersigned  PARTNERSHIP's
subscription  and will promptly send written  confirmation of such change to the
Company.

         2. The undersigned  PARTNERSHIP hereby represents and warrants that the
person signing this  Questionnaire  and the Subscription  Agreement on behalf of
the  PARTNERSHIP  is a  general  partner  of  the  PARTNERSHIP,  has  been  duly
authorized  by  the   PARTNERSHIP   to  acquire  the  Securities  and  sign  the
Subscription  Agreement  on behalf of the  PARTNERSHIP  and,  further,  that the
undersigned  PARTNERSHIP has all requisite authority to purchase such Securities
and enter into the Subscription Agreement.


_________________________________       _______________________________________
Number of  Shares Subscribed For                          Date

_________________________________       _______________________________________
                                                  Name of Partnership
                                                 (Please Type or Print)

                                        By:____________________________________
                                                       (Signature)

                                        Name:__________________________________
                                                 (Please Type or Print)

                                        Title:__________________________________
                                                 (Please Type or Print)


         Neither the common shares and warrants  comprising  the  Securities nor
the  common  shares  underlying  the  warrants  have been  registered  under the
Securities Act of 1933, as amended (the "Act"), and may not be offered,  sold or
otherwise  transferred,  and the Securities  may not be exercised,  converted or
exchanged to acquire the common shares  underlying the  Securities,  unless such
securities are included in an effective  registration statement under the Act or
an  opinion  of  counsel,  concurred  on by  counsel  to the  Company,  has been
delivered to the effect that registration of such securities is not required.

                                      C-5

<PAGE>




                                   ---------------------------------------------

IMPORTANT:                         Investor Name:
Please Complete
                                   ---------------------------------------------


                            CORPORATION QUESTIONNAIRE

                            -------------------------

                           SILVER RIVER VENTURES, INC.
                            -------------------------



Silver River Ventures, Inc.
19 East 200 South, Suite 1080
Salt Lake City, Utah 84111

The information  contained in this  Questionnaire is being furnished in order to
determine  whether the  undersigned  CORPORATION's  subscription to purchase the
Silver River Ventures, Inc. may be accepted.

         All  information  contained  in  this  Questionnaire  will  be  treated
confidentially.  The  undersigned  CORPORATION  understands,  however,  that the
Company may present this  Questionnaire to such parties as it deems  appropriate
if called upon to establish  that the proposed  offer and sale of the Securities
is exempt from  registration  under the Securities  Act of 1933, as amended,  or
meets the  requirements  of  applicable  state  securities  or "blue  sky" laws.
Further, the undersigned  CORPORATION  understands that the offering is required
to be reported to the  Securities  and Exchange  Commission and to various state
securities or "blue sky" regulators.

                                      D-1
<PAGE>


I.       PLEASE CHECK EITHER STATEMENT 1 OR 2 BELOW THAT APPLY TO THE
         CORPORATION.

[ ]       1.      Each of the  shareholders  of the  undersigned  CORPORATION is
                  able to certify  that such  shareholder  meets at least one of
                  the following three conditions:

                  (a)      The shareholder is a natural person whose  individual
                           net  worth* or joint net worth with his or her spouse
                           exceeds $1,000,000; or

                  (b)      The  shareholder  (i) is a  natural  person  who  had
                           individual  income* in excess of  $200,000 in each of
                           2003 and 2004 and who reasonably  expects  individual
                           income in excess of  $200,000  in 2005,  or (ii) is a
                           natural person who,  together with his or her spouse,
                           had joint  income in  excess of  $300,000  in each of
                           2003 and 2004 and who reasonably expects joint income
                           in excess of $300,000 during 2005; or

                  (c)      The  shareholder is an entity that (i) was not formed
                           for the specific purpose of acquiring any Securities;
                           and (ii) has total assets in excess of $5,000,000.

[ ]       2.      The  undersigned  CORPORATION:  (a)  was  not  formed  for the
                  specific  purpose of  acquiring  any  Securities;  and (b) has
                  total assets in excess of $5,000,000.

--------------------------------------------------------------------------------
If you checked  statement 1 in Section I and did not check statement 2, you must
provide a letter signed by an officer of the undersigned Corporation listing the
name of each shareholder and the reason (under statement 1) why such shareholder
qualifies  as an  accredited  investor  (on the basis of net  worth,  individual
income or joint income), or each shareholder must provide a completed individual
Purchaser Questionnaire (pages A-1 to A-5) or other Questionnaire  acceptable to
the Company.
--------------------------------------------------------------------------------


-------------------------------
o    For purposes of this  Questionnaire,  the term "net worth" means the excess
     of total assets over total liabilities.  In determining income, an investor
     should add to his or her adjusted gross income any amounts  attributable to
     tax-exempt  income  received,  losses  claimed as a limited  partner in any
     limited partnership, deductions claimed for depletion, contributions to IRA
     or Keogh retirement plans,  alimony payments and any amount by which income
     from long-term capital gains has been reduced in arriving at adjusted gross
     income.

                                      D-2
<PAGE>


II.      OTHER CERTIFICATIONS

         By signing the Signature Page, the undersigned certifies the following:

         (a)      that the  CORPORATION's  purchase  of the  Securities  will be
                  solely  for  the  CORPORATION's  own  account  and not for the
                  account of any other person or entity;

         (b)      that the  CORPORATION's  name,  address of  principal  office,
                  place of incorporation and taxpayer  identification  number as
                  set  forth  in  this   Questionnaire  are  true,  correct  and
                  complete; and

         (c)      that one of the following is true and correct (check one):

                           (i)      the  CORPORATION is a corporation  organized
                                    in or under the laws of the United States or
                                    a political subdivision thereof.

                           (ii)     the  CORPORATION  is a corporation  which is
                                    neither  created nor  organized  in or under
                                    the United States or a political subdivision
                                    thereof,  but  which  has  made an  election
                                    under either Section 897(i) or 897(k) of the
                                    United States Internal Revenue Code of 1986,
                                    as  amended,  to be  treated  as a  domestic
                                    corporation  for certain  purposes of United
                                    States  federal  income  taxation (A COPY OF
                                    THE INTERNAL REVENUE SERVICE ACKNOWLEDGEMENT
                                    OF  THE   UNDERSIGNED'S   ELECTION  MUST  BE
                                    ATTACHED  TO  THIS   QUESTIONNAIRE  IF  THIS
                                    PROVISION IS APPLICABLE).

                           (iii)    neither (i) nor (ii) above is true.

III.     GENERAL INFORMATION

         (a) PROSPECTIVE PURCHASER (THE CORPORATION)

Name:___________________________________________________________________________

Principal Place of Business:____________________________________________________
                                           (Number and Street)
________________________________________________________________________________
                  (City)              (State)                   (Zip Code)

Address for Correspondence (if different):______________________________________
                                                    (Number and Street)

________________________________________________________________________________
                  (City)              (State)                   (Zip Code)

Telephone Number:_______________________________________________________________
                           (Area Code)               (Number)

                                      D-3
<PAGE>


Facsimile Number:_______________________________________________________________
                           (Area Code)               (Number)

State of Incorporation:_________________________________________________________

Date of Formation:______________________________________________________________

Taxpayer Identification Number:_________________________________________________

Number of Shareholders:_________________________________________________________

NASD Affiliation or Association of the Corporation, if any:_____________________

                  If none, check here     [ ]

         (b)  INDIVIDUAL WHO IS EXECUTING  THIS  QUESTIONNAIRE  ON BEHALF OF THE
              CORPORATION

Name:___________________________________________________________________________

Position or Title:______________________________________________________________

IV.      SIGNATURE

         The  Signature  Page to this  Questionnaire  is  contained on page D-5,
entitled Corporation Signature Page.

                                      D-4
<PAGE>


                           CORPORATION SIGNATURE PAGE
                            -------------------------

                           SILVER RIVER VENTURES, INC.
                            -------------------------

            1. The undersigned  CORPORATION  represents that (a) the information
contained in this Questionnaire is complete and accurate and (b) the CORPORATION
will notify Silver River  Ventures,  Inc.  immediately if any material change in
any  of the  information  occurs  prior  to the  acceptance  of the  undersigned
CORPORATION's  subscription and will promptly send written  confirmation of such
change to the Company.

         2. The undersigned  CORPORATION hereby represents and warrants that the
person signing this  Questionnaire  on behalf of the  CORPORATION  has been duly
authorized by all requisite action on the part of the CORPORATION to acquire the
Securities and sign this Questionnaire and the Subscription  Agreement on behalf
of the  CORPORATION  and,  further,  that the  undersigned  CORPORATION  has all
requisite  authority to purchase the Securities and enter into the  Subscription
Agreement.


_________________________________       _______________________________________
Number of  Shares Subscribed For                          Date

_________________________________       _______________________________________
                                                  Name of Corporation
                                                 (Please Type or Print)

                                        By:____________________________________
                                                       (Signature)

                                        Name:__________________________________
                                                 (Please Type or Print)

                                        Title:__________________________________
                                                 (Please Type or Print)

         Neither the common shares and warrants  comprising  the  Securities nor
the  common  shares  underlying  the  warrants  have been  registered  under the
Securities Act of 1933, as amended (the "Act"), and may not be offered,  sold or
otherwise  transferred,  and the Securities  may not be exercised,  converted or
exchanged to acquire the common shares  underlying the  Securities,  unless such
securities are included in an effective  registration statement under the Act or
an  opinion  of  counsel,  concurred  on by  counsel  to the  Company,  has been
delivered to the effect that registration of such securities is not required.

                                      D-5
<PAGE>


                                     -------------------------------------------

IMPORTANT:                           Investor Name:
Please Complete
                                     -------------------------------------------



                     LIMITED LIABILITY COMPANY QUESTIONNAIRE

                            -------------------------

                           SILVER RIVER VENTURES, INC.
                            -------------------------



Silver River Ventures, Inc.
19 East 200 South, Suite 1080
Salt Lake City, Utah 84111

The information  contained in this  Questionnaire is being furnished in order to
determine whether the undersigned  LIMITED LIABILITY  COMPANY's  subscription to
purchase the Securities of Silver River Ventures, Inc. may be accepted.

         All  information  contained  in  this  questionnaire  will  be  treated
confidentially.  The undersigned LIMITED LIABILITY COMPANY ("LLC")  understands,
however,  that the Company may present this  Questionnaire to such parties as it
deems  appropriate  if called upon to establish that the proposed offer and sale
of the Securities is exempt from registration  under the Securities Act of 1933,
as amended,  or meets the  requirements of applicable  state securities or "blue
sky" laws.  Further,  the  undersigned  LLC  understands  that the  offering  is
required to be reported to the Securities and Exchange Commission and to various
state securities or "blue sky" regulators.

                                      E-1
<PAGE>


I.       PLEASE CHECK EITHER STATEMENT 1 OR 2 BELOW THAT APPLY TO THE
         LLC.

[ ]      1.      Each of the members of the  undersigned LLC is able to certify
                 that such  member  meets at least one of the  following  three
                 conditions:

                  (a)      The member is a natural  person whose  individual net
                           worth  or joint  net  worth  with  his or her  spouse
                           exceeds $1,000,000; or

                  (b)      The member (i) is a natural person who had individual
                           income*  in  excess of  $200,000  in each of 2003 and
                           2004 and who reasonably  expects individual income in
                           excess  of  $200,000  in 2005,  or (ii) is a  natural
                           person  who,  together  with his or her  spouse,  had
                           joint  income in excess of  $300,000  in each of 2003
                           and 2004 and who  reasonably  expects joint income in
                           excess of $300,000 during 2005; or

                  (c)      The  member is an entity  that (i) was not formed for
                           the specific purpose of acquiring any Securities; and
                           (ii) has total assets in excess of $5,000,000.

[ ]       2.      The  undersigned  LLC:  (a) was not  formed  for the  specific
                  purpose of acquiring any Securities;  and (b) has total assets
                  in excess of $5,000,000.

--------------------------------------------------------------------------------
If you checked  statement 1 in Section I and did not check statement 2, you must
provide a letter signed by the manager of the  undersigned  LLC listing the name
of each member and the reason (under  statement 1) why such member  qualifies as
an accredited  investor (on the basis of net worth,  individual  income or joint
income,  etc.),  or each member must  provide a completed  individual  Purchaser
Questionnaire  (pages  A-1 to  A-5) or  other  questionnaire  acceptable  to the
Company.
--------------------------------------------------------------------------------

-------------------------------
o    For purposes of this  Questionnaire,  the term "net worth" means the excess
     of total assets over total liabilities.  In determining income, an investor
     should add to his or her adjusted gross income any amounts  attributable to
     tax-exempt  income  received,  losses  claimed as a limited  partner in any
     limited partnership, deductions claimed for depletion, contributions to IRA
     or Keogh retirement plans,  alimony payments and any amount by which income
     from long-term capital gains has been reduced in arriving at adjusted gross
     income.
                                      E-2
<PAGE>


II.      OTHER CERTIFICATIONS

         By signing the Signature Page, the undersigned certifies the following:

         (a)      that the LLC's purchase of the  Securities  will be solely for
                  the LLC's own  account  and not for the  account  of any other
                  person or entity;

         (b)      that the LLC's name,  address of  principal  office,  place of
                  incorporation and taxpayer  identification number as set forth
                  in this Questionnaire are true, correct and complete; and

         (c)      that one of the following is true and correct (check one):

                  [ ]      (i)      the  LLC  is  a  limited  liability  company
                                    organized in or under the laws of the United
                                    States or a political subdivision thereof.

                  [ ]      (ii)     the LLC is a limited liability company which
                                    is neither created nor organized in or under
                                    the United States or a political subdivision
                                    thereof,  but  which  has  made an  election
                                    under either Section 897(i) or 897(k) of the
                                    United States Internal Revenue Code of 1986,
                                    as  amended,  to be  treated  as a  domestic
                                    corporation  for certain  purposes of United
                                    States  federal  income  taxation (A COPY OF
                                    THE INTERNAL REVENUE SERVICE ACKNOWLEDGEMENT
                                    OF  THE   UNDERSIGNED'S   ELECTION  MUST  BE
                                    ATTACHED TO THIS QUESTIONNAIRE  QUESTIONAIRE
                                    IF THIS PROVISION IS APPLICABLE).

                  [ ]      (iii)    neither (i) nor (ii) above is true.

III.     GENERAL INFORMATION

         (a) PROSPECTIVE PURCHASER (THE LLC)

Name:___________________________________________________________________________

Principal Place of Business:____________________________________________________
                                           (Number and Street)
________________________________________________________________________________
                  (City)              (State)                   (Zip Code)

Address for Correspondence (if different):______________________________________
                                                    (Number and Street)

________________________________________________________________________________
                  (City)              (State)                   (Zip Code)

Telephone Number:_______________________________________________________________
                           (Area Code)               (Number)

                                      D-3
<PAGE>


Facsimile Number:_______________________________________________________________
                           (Area Code)               (Number)

State of Formation:_____________________________________________________________

Date of Formation:______________________________________________________________

Taxpayer Identification Number:_________________________________________________

Number of Members:______________________________________________________________

NASD Affiliation or Association of the LLC, if any:_____________________________

                  If none, check here     [ ]

         (b)  INDIVIDUAL WHO IS EXECUTING  THIS  QUESTIONNAIRE  ON BEHALF OF THE
              LLC

Name:___________________________________________________________________________

Position or Title:______________________________________________________________

IV.      SIGNATURE

         The  Signature  Page to this  Questionnaire  is  contained on page D-5,
entitled Corporation Signature Page.

                                      E-4

<PAGE>


                               LLC SIGNATURE PAGE
                            -------------------------

                           SILVER RIVER VENTURES, INC.
                            -------------------------

            1. The undersigned LLC represents that (a) the information contained
in this  Questionnaire  is  complete  and  accurate  and (b) the LLC will notify
Silver River  Ventures,  Inc.  immediately if any material  change in any of the
information occurs prior to the acceptance of the undersigned LLC's subscription
and will promptly send written confirmation of such change to the Company.

         2. The undersigned  LLC hereby  represents and warrants that the person
signing this  Questionnaire on behalf of the LLC has been duly authorized by all
requisite  action on the part of the LLC to acquire the Securities and sign this
Questionnaire and the Subscription  Agreement on behalf of the LLC and, further,
that the undersigned LLC has all requisite  authority to purchase the Securities
and enter into the Subscription Agreement.



_________________________________       _______________________________________
Number of  Shares Subscribed For                          Date

_________________________________       _______________________________________
                                                       Name of LLC
                                                 (Please Type or Print)

                                        By:____________________________________
                                                       (Signature)

                                        Name:__________________________________
                                                 (Please Type or Print)

                                        Title:__________________________________
                                                 (Please Type or Print)

         Neither the common shares and warrants  comprising  the  Securities nor
the  common  shares  underlying  the  warrants  have been  registered  under the
Securities Act of 1933, as amended (the "Act"), and may not be offered,  sold or
otherwise  transferred,  and the Securities  may not be exercised,  converted or
exchanged to acquire the common shares  underlying the  Securities,  unless such
securities are included in an effective  registration statement under the Act or
an  opinion  of  counsel,  concurred  on by  counsel  to the  Company,  has been
delivered to the effect that registration of such securities is not required.


                                      E-5