EMPLOYMENT AGREEMENT


         EMPLOYMENT  AGREEMENT  (this  "Agreement")  dated as of  April 1,  2006
between  BioForce  Nanosciences   Holdings,   Inc  (the  "Company"),   a  Nevada
corporation,  and Kerry M. Frey (the  "Employee"),  a  resident  of the State of
Illinois.

         WHEREAS,  the Company wishes to employ the Employee to render  services
for the Company on the terms and  conditions set forth in this Agreement and the
Employee  wishes to be  retained  and  employed by the Company on such terms and
conditions.

         NOW, THEREFORE, in consideration of the premises, the mutual agreements
set forth  below and other good and  valuable  consideration,  the  receipt  and
adequacy of which are hereby acknowledged, the parties agree as follows:

         1.  Employment.  The  Company  hereby  employs  the  Employee,  and the
Employee accepts such employment and agrees to perform services for the Company,
for the  period  and upon the  other  terms  and  conditions  set  forth in this
Agreement.

         2. Term.  Unless  terminated  at an  earlier  date in  accordance  with
Section 9 of this  Agreement,  the term of the Employee's  employment  hereunder
shall be for a period of three years,  commencing on April 1, 2006.  Thereafter,
the  term of this  Agreement  shall be  automatically  extended  for  successive
one-year periods unless either party objects to such extension by written notice
to the other party at least 30 days prior to the  expiration of the initial term
or any extension term.

         3. Position and Duties.

         (a) Service with Company. During the term of the Employee's employment,
the Employee  agrees to serve as Chief  Operating  Officer of the  Company.  The
position reports to the President & Chief Executive Officer.

         (b)  Performance  of Duties.  The Employee  agrees to serve the Company
faithfully  and to the best of his ability during his employment by the Company.
The  Employee  hereby  confirms  that he is  under  no  contractual  commitments
inconsistent  with his  obligations  set forth in this Agreement and that during
the term of this Agreement, he will not render or perform services for any other
corporation,  firm,  entity or person which are inconsistent with the provisions
of this Agreement,  unless agreed to by the Board of Directors. While he remains
employed by the Company,  the Employee may participate in reasonable  charitable
activities,  personal business activities and personal investment  activities so
long as such activities do not interfere with the performance of his obligations
under this Agreement.


<PAGE>

         4. Compensation.

         (a)  Base  Salary.  As  compensation  in full  for all  services  to be
rendered by the  Employee  under this  Agreement,  the Company  shall pay to the
Employee a base salary of $165,000 per year, less  deductions and  withholdings,
which salary shall be paid on a monthly basis in arrears in accordance  with the
Company's normal payroll  procedures and policies.  The compensation  payable to
the Employee during each year after the first year of the Employee's  employment
shall be $185,000 for year two and $205,000 for year three.

         (b) Additional  Compensation.  In the course of the  employee's  normal
activities the employee may achieve key milestones related to, for example, fund
raising,  patents,  sales, and other business goals. At its discretion the Board
may award additional compensation for accomplishments of this nature.

         (c)  Participation  in  Benefit  Plans.  While  he is  employed  by the
Company,  the  Employee  shall also be eligible to  participate  in all employee
benefit  plans or programs of the Company to the extent that the Employee  meets
the  requirements for each individual plan. The Company provides no assurance as
to the  adoption or  continuance  of any  particular  employee  benefit  plan or
program,  and the Employee's  participation in any such plan or program shall be
subject to the provisions,  rules and regulations  applicable thereto. The costs
for  participation  by the  employee  and his  family  shall  be paid for by the
Company.

         (d)  Expenses.  The Company will pay or reimburse  the Employee for all
reasonable  and  necessary   out-of-pocket  expenses  incurred  by  him  in  the
performance of his duties under this Agreement,  subject to the Company's normal
policies for expense verification.

(e)  Vacation.  While he is  employed  by the  Company,  the  Employee  shall be
entitled to five weeks paid vacation time for the first calendar year.  Vacation
time will increase by one week on the start of the second year of this agreement
and by one  week on the  start  of the  third  year of  this  agreement.  Unused
vacation may be carried forward to use in subsequent years.

         5.  Confidential  Information.  Except as  permitted or directed by the
Company's  Board of Directors,  during the term of his employment or at any time
thereafter, the Employee shall not divulge, furnish or make accessible to anyone
or use in any way (other  than in the  ordinary  course of the  business  of the
Company) any confidential or secret knowledge or information of the Company that
the Employee has  acquired or become  acquainted  with or will acquire or become
acquainted  with prior to the termination of the period of his employment by the
Company (including  employment by the Company or any affiliated  companies prior
to the date of this  Agreement),  whether  developed  by  himself  or by others,
concerning  any  trade  secrets,  confidential  or  secret  designs,  processes,
formulae,  plans,  devices or material  (whether or not patented or  patentable)
directly  useful in any aspect of the business of the  Company,  any customer or
supplier  lists of the  Company,  any  confidential  or  secret  development  or
research work of the Company,  or any other  confidential  information or secret
aspects of the  business of the  Company.  The  Employee  acknowledges  that the
above-described knowledge or information constitutes a unique and valuable asset
of the Company and  represents a  substantial  investment of time and expense by
the  Company,  and  that  any  disclosure  or  other  use of such  knowledge  or


                                      -2-
<PAGE>

information other than for the sole benefit of the Company would be wrongful and
would  cause  harm  to the  Company.  Both  during  and  after  the  term of his
employment,  the Employee  will  refrain  from any acts or omissions  that would
reduce the value of such knowledge or information to the Company.  The foregoing
obligations of  confidentiality  shall not apply to any knowledge or information
that is now published or which subsequently  becomes generally publicly known in
the form in which it was obtained  from the  Company,  other than as a direct or
indirect result of the breach of this Agreement by the Employee.

         6.  Ventures.  If,  during the term of his  employment  the Employee is
engaged in or  associated  with the  planning or  implementing  of any  project,
program or venture  involving  the Company  and a third  party or  parties,  all
rights in such project,  program or venture shall belong to the Company.  Except
as approved by the  Company's  Board of  Directors,  the  Employee  shall not be
entitled  to  any  interest  in  such  project,  program  or  venture  or to any
commission,  finder's fee or other  compensation  in connection  therewith other
than the compensation to be paid to the Employee as provided in this Agreement.

         7. Non-competition Covenant.

         (a) Agreement Not to Compete.  During the term of his  employment  with
the  Company  and  for a  period  of one  year  after  the  termination  of such
employment  (whether such  termination is with or without cause, or whether such
termination is occasioned by the Employee or the Company), he shall not directly
engage in competition with the Company.

         (b)  Geographic  Extent of Covenant.  The  obligations  of the Employee
under section 7(a) shall apply to any  geographic  area in which the Company (i)
has engaged in business  during the term of this Agreement  through  production,
promotional,  sales or marketing activity,  or otherwise,  or (ii) has otherwise
established its goodwill,  business reputation or any other customer or supplier
relations.

          (c)  Limitation of Covenant.  Ownership by the Employee,  as a passive
investment of less than ten percent of the  outstanding  shares of capital stock
of any corporation listed on a national  securities  exchange or publicly traded
shall not constitute a breach of this Section 7.

         (e)  Acknowledgment.  The  Employee  agrees that the  restrictions  and
agreements  contained in this Section 7 are  reasonable and necessary to protect
the legitimate interests of the Company.

         (f) Blue Pencil Doctrine. If the duration or geographical extent of, or
business  activities  covered by, this  Section 7 are in excess of what is valid
and enforceable  under applicable law, then such provision shall be construed to
cover only that duration,  geographical  extent or activities that are valid and
enforceable.

                                      -3-
<PAGE>

         8. Patent and Related Matters.

         (a) Disclosure and Assignment. The Employee will disclose in writing to
the Company complete information concerning each and every invention, discovery,
improvement,  device, design, apparatus,  practice,  process, method or product,
whether patentable or not, made,  developed,  perfected,  devised,  conceived or
first  reduced to practice by the Employee,  either  solely or in  collaboration
with others,  during the term of this Agreement  relating either directly to the
business, products, practices or techniques of the Company ("Developments"). The
Employee,  to  the  extent  that  he  has  the  legal  right  to do  so,  hereby
acknowledges  that  any and all of the  Developments  are  the  property  of the
Company  and hereby  assigns  and agrees to assign to the Company any and all of
the  Employee's  right,  title  and  interest  in  and  to  any  and  all of the
Developments.  At the request of the Company,  the Employee will confer with the
Company and its  representatives  for the purpose of disclosing all Developments
to the Company as the Company shall reasonably  request during the period of the
Employee's employment with the Company.

         (b)      Limitation  on Sections 8. The  provisions  of Section 8 shall
not apply to any  Development  meeting the  following conditions:

                  (i) such Development was developed  entirely on the Employee's
         own time;

                  (ii) such  Development  does not  relate (A)  directly  to the
         business of the Company or (B) to the Company's  actual or demonstrably
         anticipated research or development.

         (c)  Assistance  of the  Employee.  Upon  request and  without  further
compensation therefore,  but at no expense to the Employee, the Employee will do
all lawful  acts,  including  but not  limited to, the  execution  of papers and
lawful  oaths and the giving of  testimony,  that in the opinion of the Company,
may be necessary or desirable in obtaining, sustaining, reissuing, extending and
enforcing United States and foreign copyrights and Letters Patent, including but
not  limited  to,  design  patents,  on the  Developments,  and for  perfecting,
affirming and recording the Company's complete ownership and title thereto,  and
to cooperate otherwise in all proceedings and matters relating thereto.

         (d) Records.  The Employee will keep  complete,  accurate and authentic
accounts,  notes,  data and records of the  Developments  in the manner and form
requested by the Company.  Such accounts,  notes,  data and records shall be the
property of the Company,  and,  upon its request,  the  Employee  will  promptly
surrender  same to it or, if not  previously  surrendered  upon its  request  or
otherwise, the Employee will surrender the same, and all copies (both electronic
and hard copies) thereof, to the Company upon the conclusion of his employment.

         (e) Obligations, Restrictions and Limitations. The Employee understands
that the Company may enter into agreements or arrangements  with agencies of the
United  States  Government,  and that the  Company  may be  subject  to laws and
regulations  which impose  obligations,  restrictions and limitations on it with
respect to  inventions  and patents  which may be acquired by it or which may be
conceived or  developed  by  employees,  consultants  or other agents  rendering
services  to  it.  The  Employee  shall  be  bound  by  all  such   obligations,

                                      -4-
<PAGE>

restrictions  and  limitations  applicable  to any such  invention  conceived or
developed  by him while he is employed by the Company and shall take any and all
further action which may be required to discharge such obligations and to comply
with such restrictions and limitations.

         (f)  Copyrightable   Material.   All  right,   title  and  interest  in
copyrightable  material that the Employee  shall  conceive or originate,  either
individually  or jointly with others,  and which arise out of the performance of
this  Agreement,  will be the property of the Company and are by this  Agreement
assigned to the Company  along with  ownership of any and all  copyrights in the
copyrightable material. Upon request and without further compensation therefore,
but at no expense to the  Employee,  the Employee  shall  execute all papers and
perform all other acts  necessary  to assist the Company to obtain and  register
copyrights on such materials in any and all countries.  Where applicable,  works
of  authorship  created  by the  Employee  for the  Company  in  performing  his
responsibilities under this Agreement shall be considered "works made for hire,"
as defined in the U.S. Copyright Act.

         (g)  Know-How  and  Trade  Secrets.   All  know-how  and  trade  secret
information  conceived  or  originated  by the  Employee  that arises out of the
performance of his obligations or  responsibilities  under this Agreement or any
related  material or information  shall be the property of the Company,  and all
rights therein are by this Agreement assigned to the Company.

         9. Termination of Employment.

         (a) Grounds for Termination.  The Employee's employment shall terminate
prior to the  expiration  of the  initial  term set  forth in  Section  2 or any
extension thereof in the event that at any time:

                  (i)      The Employee dies,

                  (ii)  The  Employee  becomes  "disabled,"  so that  he  cannot
         perform  the  essential  functions  of  his  position  with  reasonable
         accommodation,

                  (iii)  The  Board  of  Directors  of  the  Company  elects  to
         terminate  this  Agreement  for "cause" and  notifies  the  Employee in
         writing of such election,

                  (iv) The Board of Directors of the Company elects to terminate
         this Agreement  without "cause" and notifies the Employee in writing of
         such election, or

                  (v) The Employee elects to terminate this Agreement with "good
         reason" and notifies the Company in writing of such election.

                  (vi) The Employee  elects to terminate this Agreement  without
         "good reason" and notifies the Company in writing of such election.

         If this  Agreement is terminated  pursuant to clause (i), (ii) or (iii)
of this Section 9(a), such termination shall be effective  immediately.  If this
Agreement is  terminated  pursuant to clause  (iv),  (v) or (vi) of this Section
9(a), such  termination  shall be effective 30 days after delivery of the notice
of termination.

                                      -5-
<PAGE>

         (b) "Cause" Defined. "Cause" means:

                  (i) The Employee has breached the  provisions  of Section 5, 7
         or 8 of this Agreement in any material respect,

                  (ii)  The   Employee  has  engaged  in  willful  and  material
         misconduct,  including  willful  and  material  failure to perform  the
         Employee's  duties as an officer or  employee  of the  Company  and has
         failed to cure such  default  within 30 days  after  receipt of written
         notice of default from the Board of Directors.

                  (iii) The Employee has committed  fraud,  misappropriation  or
         embezzlement in connection with the Company's business, or

                  (iv) The  Employee  has been  convicted  or has  pleaded  nolo
         contendere  to serious  criminal  misconduct  (excepting,  for example,
         parking violations and occasional minor traffic violations).

In the event that the Company  terminates the Employee's  employment for "cause"
pursuant to clause (ii) of this Section 9(b) and the Employee objects in writing
to the Board's  determination that there was proper "cause" for such termination
within 20 days after the  Employee is notified of such  termination,  the matter
shall be resolved by  arbitration  in accordance  with the provisions of Section
10(a). If the Employee fails to object to any such  determination  of "cause" in
writing  within such 20 day period,  he shall be deemed to have waived his right
to object to that determination.  If such arbitration  determines that there was
not proper "cause" for  termination,  such  termination  shall be deemed to be a
termination  pursuant to clause  (iv) of Section  9(a) and the  Employee's  sole
remedy  shall be to  receive  the wage  continuation  benefits  contemplated  by
Section 9(g).

         (c)      "Good Reason" Defined. "Good Reason" means:

                  (i) a material  reduction in the Employee's scope of authority
                  or responsibility; or

                  (ii) a reduction in the Employee's base salary.

In the event the Employee  terminates his employment with "good reason" pursuant
to clause (i) of this  Section 9 (c) and the  Company  objects in writing to the
Employee's   determination   that  there  was  proper  "good  reason"  for  such
termination  within 20 days after the Company is  notified of such  termination,
the matter shall be resolved by arbitration in accordance with the provisions of
Section 10(a).  If such  arbitration  determines that there was not proper "good
reason" for termination,  such  termination  shall be deemed to be a termination
pursuant to clause (vi) of Section 9(a).

                                      -6-
<PAGE>

         (d)  Effect of  Termination  Notwithstanding  any  termination  of this
Agreement,  the Employee,  in consideration  of his employment  hereunder to the
date of such termination, shall remain bound by the provisions of this Agreement
which  specifically  relate  to  periods,  activities  or  obligations  upon  or
subsequent to the termination of the Employee's employment.

         (e)  "Disabled"  Defined.  "Disabled"  means  any  mental  or  physical
impairment or disorder that renders the Employee unable to perform the essential
functions  of his  position,  with or without  reasonable  accommodation,  for a
period of 180 days during any continuous 360-day period.

         (f)  Surrender  of  Records  and  Property.  Upon  termination  of  his
employment with the Company,  the Employee shall deliver promptly to the Company
all records, manuals, books, blank forms, documents,  letters, memoranda, notes,
notebooks,  reports,  data, tables,  calculations or copies (both electronic and
hard copies) thereof that relate in any way to the business, products, practices
or  techniques  of the  Company,  and all  other  property,  trade  secrets  and
confidential  information  of the  Company,  including,  but not limited to, all
documents  that in whole or in part  contain any trade  secrets or  confidential
information of the Company, which in any of these cases are in his possession or
under his control.

         (g) Salary Continuation. If the Employee's employment by the Company is
terminated by the Company  pursuant to clause (i), (ii),  (iv) or (v) of Section
9(a),  the Company  shall  continue to pay to the  Employee (or his heirs in the
case of (i)) his base  salary and shall  continue  to provide  health  insurance
benefits  for the  Employee  and his  family  (or his heirs in the case of (i)),
through  the  earlier  of (a) the date  that the  Employee  has  obtained  other
full-time  employment,  or (b) twelve  months  from the date of  termination  of
employment. If this Agreement is terminated pursuant to clauses (iii) or (vi) of
Section 9(a), the Employee's right to base salary and benefits shall immediately
terminate,  except as may  otherwise be required by applicable  law.  Additional
compensation, bonuses and benefits may be approved by the Board of Directors.

         10. Settlement of Disputes.

         (a)  Arbitration.  Except as provided in Section  10(b),  any claims or
disputes of any nature  between the Company  and the  Employee  arising  from or
related to the  performance,  breach,  termination,  expiration,  application or
meaning of this Agreement or any matter  relating to the  Employee's  employment
and  the  termination  of that  employment  by the  Company  shall  be  resolved
exclusively  by  arbitration  in Des Moines,  Iowa,  or in the home state of the
Company's  corporate  headquarters should the location change during the term of
this  agreement,  in  accordance  with  the  applicable  rules  of the  American
Arbitration  Association.   In  the  event  of  submission  of  any  dispute  to
arbitration,  each party shall, not later than 30 days prior to the date set for
hearing,  provide  to the  other  party and to the  arbitrator(s)  a copy of all
exhibits  upon which the party  intends to rely at the hearing and a list of all
persons each party intends to call at the hearing. The fees of the arbitrator(s)
and other costs incurred by the Employee and the Company in connection with such
arbitration shall be paid by each party.

         The decision of the arbitrator(s)  shall be final and binding upon both
parties.  Judgment of the award rendered by the  arbitrator(s) may be entered in
any court of competent jurisdiction.

                                      -7-
<PAGE>

         (b) Venue.  Any action at law,  suit in equity or  judicial  proceeding
arising directly,  indirectly,  or otherwise in connection with, out of, related
to or from this Agreement,  or any provision hereof,  shall be litigated only in
the  courts  of the State of Iowa,  located  in Story  County or in the  federal
courts  located  in Des  Moines,  Iowa or in the  home  state  of the  Company's
corporate  headquarters  should  the  location  change  during  the term of this
agreement.  The Employee  and the Company  consent to the  jurisdiction  of such
courts over the subject matter set forth in Section 10(b).

         11. Miscellaneous.

         (a) Entire Agreement. This Agreement (including the exhibits, schedules
and other  documents  referred  to herein)  contains  the  entire  understanding
between  the  parties  hereto  with  respect to the  subject  matter  hereof and
supersedes any prior understandings,  agreements or representations,  written or
oral, relating to the subject matter hereof.

         (b)   Counterparts.   This   Agreement  may  be  executed  in  separate
counterparts,  each of which will be an original and all of which taken together
shall  constitute one and the same  agreement,  and any party hereto may execute
this Agreement by signing any such counterpart.

         (c) Severability.  Whenever possible,  each provision of this Agreement
shall be  interpreted  in such a  manner  as to be  effective  and  valid  under
applicable  law but if any  provision  of this  Agreement is held to be invalid,
illegal  or  unenforceable  under  any  applicable  law or rule,  the  validity,
legality and enforceability of the other provision of this Agreement will not be
affected  or impaired  thereby.  In  furtherance  and not in  limitation  of the
foregoing, should the duration or geographical extent of, or business activities
covered by, any provision of this  Agreement be in excess of that which is valid
and enforceable  under applicable law, then such provision shall be construed to
cover only that duration, extent or activities which may validly and enforceably
be covered.

         (d)  Successors and Assigns.  This Agreement  shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs,  personal
representatives  and, to the extent permitted by subsection (e),  successors and
assigns.

         (e)  Assignability.  Neither  this  Agreement  nor any  right,  remedy,
obligation  or  liability  arising  hereunder  or  by  reason  hereof  shall  be
assignable  (including  by operation  of law) by either party  without the prior
written  consent of the other party to this  Agreement,  except that the Company
may,  without the  consent of the  Employee,  assign its rights and  obligations
under this Agreement to any  corporation,  firm or other business entity with or
into which the  Company  may merge or  consolidate,  or to which the Company may
sell or transfer all or substantially all of its assets, or of which 50% or more
of the  equity  investment  and of the  voting  control  is owned,  directly  or
indirectly,  by, or is under common ownership with, the Company.  After any such
assignment  by the Company,  the Company  shall be  discharged  from all further
liability  hereunder  and such  assignee  shall  thereafter  be deemed to be the
Company for the purposes of all  provisions  of this  Agreement  including  this
Section 11.

                                      -8-
<PAGE>

         (f)  Modification,  Amendment,  Waiver or Termination.  No provision of
this  Agreement  may be modified,  amended,  waived or  terminated  except by an
instrument  in writing  signed by the  parties to this  Agreement.  No course of
dealing between the parties will modify, amend, waive or terminate any provision
of this  Agreement or any rights or  obligations of any party under or by reason
of this  Agreement.  No delay on the part of the Company in exercising any right
hereunder  shall  operate  as a waiver of such  right.  No  waiver,  express  or
implied,  by the  Company  of any  right or any  breach  by the  Employee  shall
constitute a waiver of any other right or breach by the Employee.

         (g) Notices. All notices, consents, requests,  instructions,  approvals
or other communications provided for herein shall be in writing and delivered by
personal  delivery,  overnight  courier,  mail,  electronic  facsimile or e-mail
addressed  to the  receiving  party at the  address set forth  herein.  All such
communications shall be effective when received.


                                      -9-
<PAGE>



-------------------------------------------- -----------------------------------
         If to the Company:                         If to Employee:

         Asrun Kristmundsdottir                     Kerry M. Frey
         HR Manager                                 2316 N. Janssen Ave.
         BioForce Nanosciences, Inc.                   Chicago, IL 60614
         1615 Golden Aspen Drive, Ste. 101          Facsimile: (773) 528-4740
         Ames, IA  50010                            Email:kfrey@bioforcenano.com
         Facsimile:  (515) 233-8337
         Email:  asrun@bioforcenano.com

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


Any party may change the  address  set forth above by notice to each other party
given as provided herein.

         (h) Headings.  The headings and any table of contents contained in this
Agreement  are for  reference  purposes only and shall not in any way affect the
meaning or interpretation of this Agreement.

         (i)  Governing  Law.  ALL  MATTERS  RELATING  TO  THE   INTERPRETATION,
CONSTRUCTION,  VALIDITY AND  ENFORCEMENT OF THIS AGREEMENT  SHALL BE GOVERNED BY
THE  INTERNAL  LAWS OF THE STATE OF IOWA OR IN THE HOME  STATE OF THE  COMPANY'S
CORPORATE  HEADQUARTERS  SHOULD  THE  LOCATION  CHANGE  DURING  THE TERM OF THIS
AGREEMENT, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW PROVISIONS THEREOF.

         (j) Third-Party Benefit. Nothing in this Agreement, express or implied,
is intended to confer upon any other person any rights, remedies, obligations or
liabilities of any nature whatsoever.

         (k)  Withholding  Taxes.  The Company may  withhold  from any  benefits
payable under this Agreement all federal, state, city or other taxes as shall be
required pursuant to any law or governmental regulation or ruling.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of April 1, 2006.


BIOFORCE NANOSCIENCES HOLDINGS, INC.      EMPLOYEE
a Nevada corporation

By:
   ------------------------------------   --------------------------------------
                                                   Kerry Frey



                                      -10-