MASTER
EQUIPMENT LEASE AGREEMENT


LESSOR:
            RELATIONAL,
      LLCADDRESS:
            3701
      Algonquin Road, Suite 600Rolling
      Meadows, IL 60008
            Tel:  (847)
      818-1700LESSEE:
            BIOFORCE
      NANOSCIENCES, INC.,a
    Delaware corporationDATE:
      March 28, 2008
            ADDRESS:
            1615
      Golden Aspen Drive, Suite 101Ames,
      IA 50010




Lessee
agrees to lease from Lessor the Equipment described in each related Schedule
which is executed pursuant hereto.  Each Schedule together with this
Master Equipment Lease Agreement (“Master
Lease”)will
constitute a separate lease for the Equipment subject thereto.  In the
event of any conflict between the Master Lease and any Schedule, the terms of
the Schedule will control.




SECTION
1. DEFINITIONS.


“Affiliate”
means Lessee’s parent, or an entity in which Lessee or its parent own a
controlling interest including, without limitation, allpresent
affiliates of Lessee listed in Exhibit A hereto, if applicable.


"Base
Rent”
means the periodic basic rent due as set forth on a Schedule, or, where lease
rate factors are shown on a Schedule, the periodic basic rent due will be the
product of the Equipment cost and the applicable lease rate factor.


"Base
Term"
means the full number of consecutive calendar months set forth on the Schedule
commencing on the Base Term Date (except that all references herein to month(s)
or monthly will be deemed to mean quarter(s) or quarterly if the Schedule
specifies that Base Rent is paid quarterly).


"Base
Term Date"
means the first day of the first full calendar month following the Date of
Acceptance for all Units of Equipment to be leased under a
Schedule.


"Casualty
Value"
will be determined for each Unit of Equipment by multiplying the percentage
stated opposite the month of the Base Term by the Equipment cost as stated in
the applicable Certificate of Acceptance, interpolating values if necessary, as
set forth in the Casualty Value table included with each
Schedule.


“Certificate
of Acceptance”
means an executed certificate signed by an authorized signatory of Lessee
confirming the Date of Acceptance.


“Date
of Acceptance” means the date of acceptance of a Unit of Equipment by
Lessee or such other date if specified on the Schedule.


“Equipment”
means the property and other Soft Costs described on a Schedule, including
without limitation, replacements, additions, attachments, wiring, software, and
accessories incorporated therein.


“Event
of Default” means the occurrence of an event described in Section 10
hereof.


“Event
of Loss” means the irreparable loss, damage, destruction, or theft to a
Unit of Equipment or other event which renders a Unit of Equipment unfit or
unavailable for use for any reason.


“Guarantor”
means a parent company, affiliate or other entity or person who has furnished a
guaranty of Lessee’s obligations under the Master Lease.


“Impositions”
means all taxes, fees, expenses and similar charges, including fees associated
with the recycling of the Equipment, or other environmental or similar
provisions issued by a governmental entity, which are assessed, imposed,
incurred, or payable from the sale, staging, delivery, return, or disposal of
the Equipment, excepting only taxes measured solely by the net income of Lessor
or any franchise tax upon Lessor measured by Lessor's capital, capital stock or
net worth.


“Lessor’s
Assignee” means an entity to whom Lessor has assigned or sold its right,
title or interest in the Equipment, the Master Lease or a Schedule.


“Manufacturer”
means the original equipment manufacturer or other vendor of the
Equipment.


“Overdue
Rate” means the lesser of one and one-half percent (1.5%) per month or
the maximum rate permitted by law.


“Schedule”
means an equipment schedule which incorporates all of the terms and conditions
of this Master Lease.


“Soft
Costs” means non-tangible equipment costs, including without limitation,
finance costs, freight, Impositions, in-transit insurance, installation,
deinstallation, maintenance, and software license fees.


“UCC”
means the Uniform Commercial Code as adopted in the state referred to in Section
15(D).


“Unit”
means an individual item of Equipment.




SECTION
2. QUIET ENJOYMENT; ASSIGNMENT OF WARRANTIES; AFFILIATE
USE.  Provided that no Event of Default has occurred and is
continuing, Lessee will enjoy quiet possession and use of the Equipment without
interference by Lessor or Lessor’s Assignee. To the extent assignable, Lessor
hereby assigns to Lessee all warranty rights which Lessor may have received from
the Manufacturer of the Equipment, and Lessor will reasonably cooperate with
Lessee in the enforcement of such warranties by Lessee.  Any Affiliate
may enter into a Schedule hereto, and the above-named Lessee will be jointly and
severally responsible with the Affiliate for the obligations
thereunder.  Such Affiliate will be considered an additional Lessee
for the purposes of such Schedule.




SECTION
3. TERM. On the Date of Acceptance, Lessee will be bound to its
obligations for each Unit of Equipment. Each Schedule will continue through the
Base Term and thereafter until terminated by either party upon at least ninety
(90) days prior written notice to the other party, which notice may not be
withdrawn without the consent of the other party.  Lessor may from
time to time order Equipment directly from the Manufacturer on behalf of
Lessee.  In such event, if the Manufacturer requires payment earlier
than Lessee’s execution and delivery of the required lease documentation,
including, without limitation, the Schedule and Certificate of Acceptance,
Lessor will submit such payment to the Manufacturer provided that Lessee agrees
to pay interest on such payment at the Overdue Rate prorated on a per diem basis
from the date Lessor is required to advance payment until the Date of Acceptance
or other applicable date upon which Base Rent will first become
due.  If all required lease documentation is not executed by Lessee
and delivered to Lessor within twenty-one (21) days after the earlier of the
delivery of the Equipment or the advancement of funds by Lessor or such later
date as the parties may agree in writing, Lessee will promptly upon request
repay Lessor any amounts advanced by Lessor to the Manufacturer, together with
the accrued per diem interest from the date of payment by Lessor until the date
of Lessee’s repayment, and the Schedule will be canceled.




SECTION
4. RENT; TAXES.The Base Rent for the Equipment will commence on the Base
Term Date and will be due and payable without notice or demand at Lessor’s
address set forth above, or such other address as Lessor may designate in
writing, and on the same day of each month until the Equipment is returned or
purchased by Lessee as provided herein.  In addition to Base Rent,
Lessee will pay one-thirtieth (1/30) of the Base Rent (or one-ninetieth (1/90)
of the Base Rent if paid quarterly) as additional pro rata rent from the Date of
Acceptance until the Base Term Date payable on the Base Term
Date.  Lessor will report and remit to the appropriate taxing
authority, and Lessee agrees to reimburse Lessor for, all
Impositions.  If Lessor pays any Impositions, Lessee will indemnify
and reimburse Lessor upon receipt of Lessor’s invoice for any such payment and
any expenses incurred in the preparation and filing of any tax returns relating
to such Impositions.  Lessee's obligation to pay all amounts due and
to become due under any Schedule will be absolute and unconditional and will not
be subject to any abatement, reduction, defense, counterclaim, set-off, or
recoupment, including without limitation, any present or future claim against
Lessor, Manufacturer, or any other person or entity for any cause
whatsoever.  In furtherance of the foregoing, Lessee agrees that each
Schedule constitutes a “finance lease” solely for the purposes of Article 2A of
the UCC, and waives any other law, present or future, which permits Lessee to
suspend or reduce payment.
TO
THE EXTENT PERMITTED BY APPLICABLE LAW, LESSEE HEREBY WAIVES ANY AND ALL RIGHTS
AND REMEDIES CONFERRED UPON A LESSEE BY SECTIONS 2A-401 AND 2A-402, AND SECTIONS
2A-508 THROUGH 2A-522 OF THE UCC, PROVIDED HOWEVER, THAT THE FOREGOING WAIVER
WILL IN NO EVENT IMPAIR OR DIMINISH ANY RIGHT OR REMEDY OTHERWISE CONFERRED UPON
LESSEE HEREUNDER.Lessee hereby reserves, and Lessor will
remain fully responsible for, all available money damages consistent herewith
arising from a default of Lessor's obligations hereunder, which Lessee will
pursue in an independent action brought within two (2) years after the cause of
action first accrued.  Any payment of Base Rent or other amount due
under a Schedule which is not paid when due will accrue interest at the Overdue
Rate.









SECTION
5. USE.Lessee will not, without the prior written consent of Lessor: (i)
use the Equipment contrary to applicable law or regulation; (ii) remove a Unit
from the location designated on the Schedule except if such Unit primarily
functions as portable, provided such Unit will not be removed from the
continental United States; or (iii) permit any alteration, addition to, or lien
or claim upon the Equipment other than the Manufacturer's approved engineering
changes, which Lessee will permit the prompt installation thereof. Lessee will,
at its expense, maintain the Equipment under a standard maintenance contract
with the Manufacturer (or other entity authorized by Lessor) and in good working
order and appearance in accordance with the Manufacturer’s specifications and
anticipated use of the Equipment.  Upon request, Lessee will grant
Lessor, Lessor’s Assignee or their agents, access to the Equipment and all
records relating to the use and maintenance thereof, during normal business
hours and subject to Lessee's reasonable security requirements.  In
the event Lessee purchases any Unit, Lessor will assign to Lessee any rights it
may have in the software contained therein, except that such transaction will
not be construed as a sale of such software; conversely, if Units are returned
to Lessor, Lessee will so assign to, or replace for Lessor, any rights in any
unexpired warranty, maintenance or software.  Lessee will pay all
costs related to delivery of the Equipment to and from Lessee. Soft Costs will
be included in the Base Rent at the request of Lessee if such Soft Costs are
included in the purchase price from the Manufacturer.




SECTION
6. LOSS; INSURANCE.Effective upon delivery and continuing until the
Equipment is returned or purchased, Lessee assumes the risk and will be
responsible for any Event of Loss with respect to any Unit of the
Equipment.  Lessee will provide Lessor with written notice of the
occurrence of an Event of Loss within fifteen (15) days following such
occurrence.  The Schedule will continue in full force and effect
without abatement of Base Rent and Lessee will ascertain from the Manufacturer
whether such Unit can be repaired, and if so, cause such Unit to be promptly
repaired.  If the Event of Loss involves loss beyond repair or
confiscation by governmental activity, Lessee will promptly pay to Lessor the
Casualty Value attributable to such Unit, including all other amounts then due
and payable by Lessee to Lessor pertaining to such Unit (including, without
limitation, unbilled property taxes, if any) whereupon Lessee's obligation to
pay further Base Rent for such Unit will cease.  Lessee will, at its
sole expense, cause the Equipment to be insured against all risks of loss or
damage for not less than the Casualty Value, and will carry comprehensive
general liability insurance in amounts of not less than $1,000,000.00 per
occurrence, covering the Lessee, the Equipment and its use. After the date of
shipment of the Equipment, Lessee will cause Lessor to be promptly provided with
a certificate of insurance, in a form reasonably acceptable to Lessor. All
policies for such insurance will name Lessor and Lessor's Assignee as loss
payees and additional insureds as their interest may appear, and will provide
Lessor with not less than thirty (30) days prior written notice of cancellation
or material alteration.  The proceeds of such insurance will be
applied to the replacement or repair of the Equipment, or to payment of the
Casualty Value, as the case may be.  Lessee hereby appoints Lessor as
Lessee’s attorney-in-fact to make claims for, receive payments of, and execute
and endorse all documents, checks or drafts for, loss or damage under any such
insurance coverage.




SECTION
7. RETURN. The Equipment will be deemed to have been returned when Lessee
will have (i) given the advance written notice specified in Section 3 hereof,
(ii) deinstalled, inspected and properly packed each Unit in accordance with the
Manufacturer's recommendations and any return instructions generally furnished
by Lessor, and (iii) delivered all Units to Lessor together with all
documentation, accessories and peripherals, in the same good operating
condition, repair and appearance as when accepted, ordinary wear and tear
excepted, and certified eligible for the Manufacturer’s
maintenance.  Lessee will return each Unit at such location as Lessor
will designate within the continental U.S.




SECTION
8. TITLE.Title to the Equipment will remain in, and a security interest
therein is hereby granted to, Lessor or Lessor's Assignee
exclusively.  All accessions, substitutions, replacement parts and
additions (including, without limitation, all feature additions or model
changes, as those terms are defined by the Manufacturer) which are incorporated
in or affixed to the Equipment will be the personal property of
Lessor.  Title to any software attached to the Equipment will remain
with the applicable licensor(s).  Lessee will not acquire any rights
to any such software except to the extent Lessee acquires the right to use the
software as an end-user. It is Lessee’s responsibility to obtain any required
license from the licensor.  Lessee will immediately notify Lessor of
any pending or threatened claim of, and at Lessee’s expense protect and defend
Lessor's good and marketable title to the Equipment against all persons or
entities claiming against or through Lessee, and will keep the Equipment free
from any claim, legal process or encumbrance whatsoever, except those placed
thereon by or through Lessor or Lessor's Assignee, or the inchoate claims of
repairmen for payment not yet due.  Lessee hereby (i) authorizes the
filing of UCC financing statements specific to the Equipment, (ii) warrants that
the Equipment at all times remains personal property and not a fixture, (iii)
agrees to permit Lessor or Lessor’s Assignee to affix ownership labels and/or
identification marks to the Equipment, (iv) agrees to furnish audited annual and
certified interim financial statements, and other material financial information
as Lessor deems reasonably necessary, and (v) agrees to furnish such further
documents and information as Lessor may require to protect or perfect its
interests, or that of the Lessor’s Assignee, including certificates of
incumbency and authority.




SECTION
9. DISCLAIMER. LESSOR MAKES NO WARRANTIES, GUARANTIES OR REPRESENTATIONS,
EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE EQUIPMENT INCLUDING, WITHOUT
LIMITATION, THE MERCHANTABILITY, VALUE, QUALITY, FITNESS FOR A PARTICULAR
PURPOSE, COMPLIANCE WITH ANY APPLICABLE LAW, RULE, PATENT OR TRADEMARK, OR
TREATMENT OF ANY SCHEDULE FOR TAX OR ACCOUNTING PURPOSES, AND LESSEE WAIVES ANY
REQUIRED NOTICE OF MONTH-TO-MONTH RENEWAL RENTS.Lessee has selected the
Equipment, including its size and design, and disclaims any reliance upon
statements made by Lessor.  Lessor will in no event be responsible or
liable for any damages, including without limitation, indirect, special,
incidental or consequential damages or lost profits, resulting from or relating
to any Schedule or the Equipment.




SECTION
10. DEFAULT.The occurrence of any one of the following will constitute
an Event of Default under a Schedule: (A)
Lessee fails to pay Base Rent or other amounts due within five (5) days after
the date upon which such amounts are due; (B)
any information, representation, warranty or financial statement is false or
misleading in any material manner as of the date it was given to Lessor; (C)
Lessee fails to perform in any material manner any term, condition, covenant or
obligation set forth in the Master Lease or any Schedule and such failure
continues for a period of ten (10) days after written notice thereof is given to
Lessee; (D)
Lessee ceases doing business as a going concern or merges with, or a substantial
portion of Lessee's assets are acquired by any other entity whose financial
condition is less than that of Lessee, as determined by Lessor, or which entity,
if acceptable to Lessor, fails to fully assume Lessee’s obligations in a form
acceptable to Lessor; (E)
Lessee or one of its partners takes any act of dissolution or liquidation; (F)
Lessee fails to timely replace, at least thirty (30) days prior to its
expiration, any applicable letter of credit or other collateral furnished in
connection with any Schedule; (G)
Lessee (i) admits in writing its inability or unwillingness or fails to pay its
debts as they become due, (ii) makes an assignment for the benefit of creditors,
or (iii) applies for or acquiesces in the appointment of any receiver, trustee
or other custodian for it or any substantial part of its property, and such
appointment continues undischarged for a period of sixty (60) days; (H)
any bankruptcy, reorganization, or other proceeding under any bankruptcy or
similar law, dissolution or liquidation proceeding is commenced in respect of
Lessee and remains undismissed for more than sixty (60) days; (I)
the occurrence of a material adverse change in the financial condition or
general creditworthiness of Lessee or Guarantor or withdrawal of any Guarantor;
(J)
an Event of Default by Lessee under any other Schedule; or (K)
if Lessee or Guarantor is a natural person, the death of such
person.  If there is a Guarantor, Subsections (D) through (K) will
apply to the Guarantor and a default thereunder by Guarantor will additionally
constitute an Event of Default of Lessee.









SECTION
11. REMEDIES. Upon the occurrence of an Event of Default, Lessor may at
its option, do any or all of the following: (A)
declare immediately due and payable, as liquidated damages for loss of the
bargain and not as a penalty, an amount equal to the Casualty Value set forth in
the related Schedule, which amount together with all accrued and unpaid payments
of Base Rent and any other sums due and payable up to and including the date on
which Lessor receives the total of such amount, will be immediately payable by
Lessee; (B)
terminate the Schedule in default and take possession of any or all Units
without any liability to any party for any damage, loss, cause of action or
claim and, for this purpose, enter upon any premises where any Unit is located;
(C)
require Lessee to deliver any or all Units to Lessor in accordance with the
return provisions hereof; (D)
sell, dispose of, hold, use or re-lease any Unit as Lessor,in
its sole discretion may determine by public or private disposition; or (E)
proceed by appropriate court action at law or in equity to enforce performance
or to recover damages from Lessee for any breach hereof.  Upon any
sale, re-lease or other disposition of any Unit, Lessor will apply to Lessee's
obligations under the defaulted Schedule the amounts received.  Lessor
will only be obligated to apply the proceeds of any letter of credit furnished
hereunder to the amount set forth in Subsection (A) above. The foregoing
remedies in this Section and in Sections 6 and 7 are not intended to be
exclusive, but each will be cumulative and in addition to any other remedy
referred to above or otherwise available to Lessor at law or in
equity.  If Lessor is required to enforce its remedies, Lessee will be
liable for the deficiency balance payable under a defaulted Schedule, together
with all costs, expenses, losses, and damages, including without limitation, all
actual court costs, attorneys’ fees and expenses incurred by Lessor, Lessor’s
Assignee or any other party in enforcing the terms and conditions of any
Schedule or Lessor’s interests, or the priority thereof, in any Schedule or the
Equipment.




SECTION
12. ASSIGNMENT.Without consent of Lessee, Lessor may assign or sell its
interests in the Master Lease, a Schedule or the Equipment to Lessor’s
Assignee.  Upon Lessor's request, Lessee will acknowledge such
assignment in a form customarily received by Lessor’s Assignee and thereafter
pay all Base Rent and other amounts due to Lessor's Assignee unconditionally as
provided in this Master Lease.  Lessee will not permit the Schedule so
assigned to be amended or any of the terms or conditions thereof waived without
the prior written consent of Lessor's Assignee, and Lessee will not require
Lessor's Assignee to perform any obligation of Lessor under such
Schedule.  Any Lessor's Assignee may reassign its rights and
interests.  Lessor will not be relieved of any of its obligations
hereunder by any assignment unless expressly assumed by Lessor's Assignee and
consented to by Lessee. Lessee will not assign its interests without Lessor’s
prior written consent, which will not be unreasonably withheld, and in no event
will Lessee be relieved of its obligations hereunder or under a
Schedule.




SECTION
13. INDEMNITY.Lessee will indemnify and defend Lessor, and Lessor’s
Assignee, against any and all claims, liabilities, losses or damages (whether
direct, indirect, special, incidental or consequential) including all court
costs and reasonable attorneys' fees, arising in connection with any Unit or any
Schedule, including without limitation, the ownership, selection, purchase,
delivery, possession, use, operation, maintenance, leasing and return of the
Equipment, or acts of Lessee in failing to maintain the Equipment in good
repair, or any patent, trademark or copyright infringement.




SECTION
14. LESSEE'S REPRESENTATIONS.Lessee represents and warrants
to Lessor that (A)
the execution and performance of this Master Lease and each Schedule hereto have
been and will be duly authorized by Lessee and constitute an enforceable
obligation against Lessee in accordance with its terms, subject to applicable
bankruptcy or similar laws; (B)
the Master Lease and each Schedule constitute legal, valid and binding
agreements of the Lessee enforceable in accordance with their terms; (C)
Lessee is duly organized and in good standing under the laws of its jurisdiction
of organization and is and will continue to be duly qualified to do business and
in good standing in any jurisdiction where any of the Equipment will be located;
and (D)
to the best of Lessee's knowledge, there are no suits, actions or proceedings
pending before any court, agency, or other tribunal, which, if determined
adversely to Lessee, would materially affect Lessee’s ability to perform its
obligations hereunder.




SECTION
15. MISCELLANEOUS. (A)Lessee will promptly deliver to
Lessor  any such additional instruments, information or assurances as
Lessor or Lessor’s Assignee may reasonably request concerning Lessee in order to
enable Lessor to determine whether the covenants, terms and provisions of any
Schedule have been complied with by Lessee, and to confirm and perfect this
Master Lease and Lessor’s rights hereunder. (B)
Any notice or other communication relating to a Schedule will be in writing and
delivered by any mode which requires the recipient to acknowledge receipt
thereof by signature, and will be deemed to have been given upon receipt at the
party’s address above. (C)
All representations, warranties, indemnities and covenants contained in this
Master Lease will survive in full force and effect notwithstanding termination
of Lessee's right of possession. (D)
This Master Lease and each Schedule will be governed by, and construed in
accordance with, the internal laws of the State of Illinois without regard to
its conflict of laws principles and regardless of the location of the
Equipment.  Any action or proceeding arising out of or relating to any
Schedule will be commenced exclusively in any state or federal court of
competent jurisdiction located in Illinois and the parties consent to personal
jurisdiction therein and to service by certified mail. THE
PARTIES HERETO WAIVE THE RIGHT TO TRIAL BY JURY TO THE EXTENT SUCH RIGHT MAY BE
WAIVED.  (E) Where multiple Lessees have executed a Schedule or
this Master Lease, their liability thereunder will be joint and several. (F)
No negotiation or other process of the parties toward the purchase of the
Equipment by Lessee on or after the expiration of the Base Term will have the
effect of terminating any Schedule in any manner. (G)
This Master Lease will be binding upon and inure to the benefit of the parties
hereto and their respective successors, representatives and assigns. (H)
This Master Lease and each Schedule may be executed in numbered counterparts,
each counterpart constituting an original but all together one and the same
instrument and contract. Only Counterpart No. 1 of each Schedule, together with
a photocopy of this Master Lease, will constitute "chattel paper" under the UCC
and no security interest in any Schedule may be created through the transfer of
possession of any counterpart other than Counterpart No. 1.(I)Any
provision of this Master Lease or any Schedule prohibited by, or unlawful or
unenforceable under, any applicable law of any jurisdiction will be ineffective
as to such jurisdiction to the extent of such prohibition, without invalidating
the remaining provisions hereof or thereof. (J)
This Master Lease and applicable Schedule constitute the entire agreement
between Lessor and Lessee with respect to the subject Equipment, supersede any
other oral or written agreement, and may be amended only by a writing signed by
the parties. (K)
Lessor may insert into a Schedule at any time serial numbers for the Equipment
if and when available from the Manufacturer. (L)
Time is of the essence and Lessor's failure or delay at any time to require
strict performance by Lessee will not diminish or waive Lessor's right to demand
strict compliance therewith or with any other provision. (M)
The waiver of any default will not waive any other contemporaneous or subsequent
default.




IN
WITNESS WHEREOF, the parties hereto have executed this Master Lease on or as of
the day and year first written above.




LESSOR:
            
            LESSEE:RELATIONAL,
      LLC
            
            BIOFORCE
      NANOSCIENCES, INC.BY:
            
            
            BY:NAME:
            
            
            NAME:TITLE:
            
            
            TITLE:









Amendment
No. 001
 dated
as of March 28, 2008
 to
the Master Equipment Lease Agreement
 dated
as of March 28, 2008 (the “Agreement”)
 between
 Bioforce
Nanosciences, Inc. (“Lessee”)
 and
Relational, LLC (“Lessor”)
  The terms
and conditions of this Amendment shall be incorporated into the Agreement and
supersedes the Agreement to the extent expressly provided
herein.  Each capitalized term used herein and not otherwise defined
shall have the same meaning attributed to it in the Agreement.
  The terms
and conditions of the following sections of the Agreement are hereby modified,
and such modifications shall apply to Equipment which is laboratory or other
research type equipment leased by Lessee pursuant to a Schedule.
  1.       
    Section
1, Definitions
  The
following definitions are added to this Section:
  “Adverse
Environmental Condition” means the existence or the continuation of the
existence, of an Environmental Emission.
  “Certificate
of Decontamination” means a document certifying that a permit for
decontaminating the Equipment was completed both in accordance with the
manufacturer’s specifications and procedures and any governmental permit
required for the operation of the Equipment and the disposal of any hazardous
material in connection therewith.
  “Contaminant”
means those substances which are regulated by or form the basis of liability
under any Environmental Law.
  “Environmental
Claim” means any allegation by a governmental authority or any Person for
personal injury, or tangible or intangible property damage.
  “Environmental
Emission” means any actual or threatened release, spill, or omission of
any Contaminant.
  “Environmental
Law” means any federal, foreign, state or local law, rule or regulation
pertaining to the protection of the environment applicable to the Equipment in
the country of installation.
  “Environmental
Loss” means any loss, cost, damage, liability, deficiency, fine, penalty
or expense (including, without limitation, reasonable attorneys’ fees,
engineering and other professional or expert fees), investigation, removal,
cleanup and remedial costs and damages arising out of or related to any Adverse
Environmental Condition.
  “Person”
means any individual, partnership, corporation, trust, unincorporated
organization, government or department or agency thereof and any other
entity.
  2.      
     Section
5, Use
  Delete
the second sentence and insert the following:  “Lessee will at all
times and at its expense, maintain the Equipment in good operating order and
repair, and in the same condition and appearance as when first accepted by
Lessee, ordinary wear and tear from the normal and proper use thereof alone
excepted.  Lessee will at its expense, enter into a maintenance
agreement with the manufacturer of the Equipment or such other party as may be
acceptable to Lessor.  If Lessee has the Equipment maintained by a
party other than the manufacturer, Lessee hereby assumes and agrees to pay any
costs necessary to have the manufacturer recertify the Equipment as eligible for
the manufacturer’s prime shift maintenance contract as of the last day of use
upon the expiration or earlier termination of the Base Term, or any extension
thereof, which term will continue in full force and effect at the then
prevailing rental rate until such recertification has been
obtained.”
  
  3.        
   Section
6, Loss; Insurance
  Before
      the last sentence, insert the following:  “Lessee will name
      Lessor as an additional insured on its environmental liability insurance
      policy, if carried.”
  4.        
   Section
7, Return
  Delete
      this Section and replace with the following:  “Upon the
      expiration or termination of a Schedule, Lessee will, at its expense, have
      the Equipment (i) deinstalled, inspected, insured and properly packed in
      accordance with the manufacturer’s recommended procedures, any
      Environmental Law, and any return instructions generally furnished by
      Lessor, and returned with a Certificate of Decontamination; (ii) certified
      in writing by the original manufacturer that the Equipment is eligible for
      the manufacturer’s prime shift maintenance contract and is up to the then
      current engineering and revision levels; and (iii) delivered to Lessor in
      the same condition as when first accepted by Lessee, complete (including
      all cables, manuals, diagnostics, accessories, and items originally
      supplied), ordinary wear and tear from the normal and proper use thereof
      alone excepted, to a location within the United States as designated by
      Lessor.  In connection with deinstallation, any Contaminant
      removed from the Equipment will be removed and transported by a licensed
      waste removal transporter.”
  5.        
   Add the following new Section
7A, Records
  “Lessee
      and Lessor agree that all instruction manuals, published statements of
      capabilities and technical specifications, service, maintenance and repair
      records, installation, qualification, certification and calibration
      reports and other printed material supplied by the manufacturer and
      related to the installation and operation of the Equipment will be deemed
      a part of the Equipment and Lessee agrees to provide such to Lessor upon
      request.”
  6.       
    Section
13, Indemnity
  Add
      the following at the end of this Section:  “Lessee will fully
      and promptly pay, perform, discharge, defend, indemnify and hold harmless,
      Lessor and its subsidiaries, successors and assigns, directors, officers,
      employees and agents from and against any Environmental Claim or
      Environmental Loss.  In the event of an Environmental Claim,
      Lessee will, upon request, immediately provide Lessor with copies of all
      correspondence reports, notices, orders, findings, declarations and other
      materials pertinent to the Lessee's compliance with and requirements of
      any Environmental Law.”
  7.      
     Section
14, Lessee Representations
  Insert
clause (E) at the end of this Section as follows:  “, and (E)
the Equipment will be for laboratory use only and will not be used in a clinical
environment on patients”.
  Except as
amended hereby, the terms and conditions of the Agreement shall remain in full
force and effect.
  IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed by
their authorized representatives as of the date and year set forth
below.
  ACCEPTED
AND AGREED TO:
  Relational,
      LLC
                
                Bioforce
      Nanosciences, Inc.By:
                
                
                By:Printed
      Name:
                
                
                Printed
      Name:Title:
                
                
                Title:Date:
                
                
                Date:
 
  LEASELINE
SCHEDULE NO. 2008
 DATED
MARCH 28, 2008
 TO
THE MASTER EQUIPMENT LEASE AGREEMENT
 DATED
MARCH 28, 2008
 BY
AND BETWEEN RELATIONAL, LLC, AS LESSOR,
 AND
BIOFORCE NANOSCIENCES, INC., AS LESSEE
  LESSEE:
                  BIOFORCE
      NANOSCIENCES, INC.
                  
                  LESSOR:
                  RELATIONAL,
      LLC1615
      Golden Aspen Drive, Suite 101
                  
                  
                  3701
      Algonquin RoadAmes,
      IA 50010
                  
                  
                  Suite
      600Rolling
      Meadows, IL 60008
   1.
                Equipment
  Hardware
                    Lease
      Rate Factor
                    Base
      TermTier
      1 IT Hardware & Lab Equipment
                    0.139812
                    8
      Quarters
 
 2.
                Equipment
      Leased:  The Equipment will be more specifically
      described under each Summary Schedule (as defined below) for which Lessor
      receives Certificates of Acceptance for such Equipment during the period
      from March 28, 2008 to December 31, 2008 (“Commitment Period”) and up to
      an aggregate cost of $150,000.00 (limited to laboratory equipment with a
      cost of $11,250.00 per quarter). At its sole discretion Lessor will have
      the option to decline the financing of any Equipment that Lessor deems not
      to be Tier 1 Equipment.  Lessor's obligation to lease Equipment
      to Lessee under each Summary Schedule is subject to (i) pre-approval by
      Lessor of all hardware and laboratory equipment to be incorporated into
      each summary schedule either supplied by Relational Technology Services,
      Inc. or an approved vendor; (ii)  no material adverse change in
      Lessee's financial condition; and (iii) quarterly credit
      approval.  If at any time following the execution of this
      Leaseline Schedule a manufacturer of all or part of the Equipment
      announces the introduction of a new or improved technology (“Improved
      Equipment”) and Lessee elects not to lease the Improved Equipment in any
      or all subsequent quarters following said announcement, then Lessor may
      adjust the specified Lease Rate Factor(s) in order to maintain Lessor’s
      assumed economic yield.
  3.
                Date
      of Acceptance and Base Rent:  Lessee agrees to confirm
      the Date of Acceptance for each item of Equipment by delivering to Lessor
      a Certificate of Acceptance in the form of Exhibit
      A executed by an authorized signatory, along with the vendor’s
      invoice containing the Equipment location, description, serial number,
      manufacturer part number and cost.  Lessee will pay as Base Rent
      the product of the applicable lease rate factor set forth above (“Lease
      Rate Factor”) and the cost of the Equipment (or other cost), as shown on
      each Certificate of
Acceptance.
  
  4.
                Procurement
      Charges:  Payments will be required to be paid to the
      vendor prior to the Date of Acceptance of the Equipment by Lessee
      ("Progress Payments").  Lessor agrees to pay the Progress
      Payments to the vendor provided that Lessee pays to Lessor an amount equal
      to a daily Lease Rate Factor of 0.00155 multiplied by the aggregate of the
      Progress Payments paid by Lessor for each day from the date Progress
      Payments are made until the Date of Acceptance (“Procurement
      Charges”).  Accrued Procurement Charges are due and payable when
      invoiced.  If Lessee rejects the Equipment prior to the Date of
      Acceptance pursuant to the purchase agreement with the Equipment vendor,
      or if Lessee is in default of this Schedule, then this Schedule will
      terminate and Lessee will (i) reimburse Lessor for all amounts paid by
      Lessor for the purchase of the Equipment, and (ii) pay all Procurement
      Charges due through the date of termination.  Upon payment of
      all amounts due and owing by Lessee, Lessor will transfer to Lessee all of
      Lessor's interest in the Equipment and under any purchase
      agreement.
   5.
                Summary
      Schedule:  Lessor will summarize all Certificates of
      Acceptance which have been received in the same calendar quarter into a
      summary schedule substantially in the form of Exhibit
      B attached hereto (“Summary Schedule”), and the Base Term Date will
      be the first day of the next calendar quarter.  Each Summary
      Schedule will incorporate the terms and conditions of the Master Equipment
      Lease Agreement and this Schedule and will together constitute a separate
      Lease.  Lessee will have an authorized signatory execute and
      promptly return the Summary Schedule to Lessor within ten (10) days of
      receipt.  Until such time as the Summary Schedule is executed,
      this Schedule plus each Certificate of Acceptance constitute a binding
      agreement to pay Base Rent for the Base Term for the Equipment accepted by
      Lessee at the Lease Rate Factor(s) shown for the Base Term.  The
      Base Term Date for Equipment listed in Certificates of Acceptance received
      more than ten (10) days after the end of a calendar quarter and having a
      Date of Acceptance in the calendar quarter just ended, will be the first
      day of the calendar quarter following receipt of the Certificate of
      Acceptance.
  6.
                Casualty
      Values:  For all Summary Schedules, the Casualty Value is
      determined for each Unit of Equipment by multiplying the percentage stated
      opposite the quarter of the Base Term as set forth in Exhibit
      C by the Equipment cost as stated in the applicable Certificate of
      Acceptance, interpolating values if necessary.  Until the return
      of all Equipment under an expired Summary Schedule, the percentage will be
      as stated as of the last quarter of the Base
  Term.
  7.
                Miscellaneous:  To
      the extent required by applicable law, Lessee expressly acknowledges its
      duty to pay quarterly automatic renewal Rent upon expiration of each
      Summary Schedule until the Equipment is returned or purchased in
      accordance herewith, waiving any contrary law or
    rule.
  8.
                Return
      Provisions:  Lessee acknowledges that non-compliance with
      Lessor’s return requirements directly affects Lessor’s ability to remarket
      the Equipment, and Lessor may consider such non-compliance as an Event of
      Loss as to those Units affected.  Lessee will return all
      Equipment at its expense in accordance with the terms of the Master
      Equipment Lease Agreement, this Schedule, the applicable Summary Schedule,
      and Lessor’s standard return
memorandum.
  
  9.
                End
      of Term Option:
  A.           Purchase
Option:As long as no Event of Default has occurred and is
continuing and upon ninety (90) days prior written notice to Lessor, Lessee may
upon terms and conditions to be mutually agreed upon by the parties, purchase
any or all of the Equipment upon the expiration of the Base Term of this
Schedule for a mutually agreeable fair market value purchase price not to exceed
20% of original Equipment cost plus applicable taxes (the “Purchase
Price”).  Fair market value will mean the price a similarly situated
Lessee would pay in an arm’s length transaction for used equipment at
retail.  If the parties are unable to agree on the purchase price or
the terms and conditions with respect to said purchase, then the Schedule will
remain in full force and effect until terminated in accordance with its
terms.
   B.           Renewal
Option:As long as no Event of Default has occurred and is
continuing and upon ninety (90) days prior written notice to Lessor, Lessee may
extend the Base Term of this Schedule covering any or all of the Equipment for a
mutually agreed upon renewal term.  In such event, Lessee will pay as
Base Rent during the extended period a mutually agreeable fair rental value not
to exceed 20% of the Equipment amortized over the renewal term.  Fair
rental value will mean that rent a similarly situated Lessee would pay at
retail.  If the parties cannot mutually agree, then the Schedule will
continue in full force and effect until terminated in accordance with its
terms.
  C.           Transition
Period option at the End of the Base Term: After the expiration of the
Base Term, each Summary Schedule may continue for a one (1) quarter transition
period (“Transition Period”) at the same Base Rent then in effect.  If
Lessee is not in default and gives Lessor at least ninety (90) days written
notice prior to the expiration of the Transition Period, Lessee will have the
option solely at the expiration of the Transition Period to enter into a new
lease for replacement equipment (“Replacement Equipment”) at a rate and term as
mutually agreed upon by Lessee and Lessor prior to the end of the Transition
Period and return the Equipment to Lessor.  If Lessee fails to provide
written notice, or if the parties are unable to agree on the terms and
conditions of the replacement, extension or purchase options, then the Summary
Schedule will continue in full force and effect on a quarter to quarter basis at
the same Base Rent until Lessee has delivered the required ninety (90) day
notice to Lessor electing one of the foregoing options and the notice period has
elapsed.
  10.
                Administration
      Fee:$250.00 compensates Lessor to administer processes
      and  procedures prior to the Base Term Date for each quarterly
      Summary Schedule ("Administrative Fee").   All terms and
      conditions of this Schedule as they apply to the payment of Base Rent and
      other amounts due under this Schedule will apply with equal force to the
      payment of the Administrative
Fee.
  11.
                Recycling
      Fee:  Lessee
      shall promptly reimburse Lessor for any fee or other charge due under
      pplicable law in connection with the Equipment or any Unit thereof,
      including those fees and charges arising under the California Electronic
      Waste Recycling Act of 2003, or any similar law applicable in that State
      or in any other State.
  12.
                Restocking
      Fee:IT Equipment identified as Non Tier 1 as well as
      nontransferable software licenses returned to Lessor at the expiration of
      the Base Term may be subject to a restocking fee (“Restocking Fee”) equal
      to five percent (5%) of the original acquisition cost.  The
      Restocking Fee will be due and payable to Lessor within thirty (30) days
      of the expiration of the Base
Term.
  
  13.
                An
      original copy of the executed Master Lease Agreement and associated
      documentation to be returned to Lessor along with a non-refundable check
      in the amount of $5,000.00, which will be applied in its entirety to the
      first quarterly rental payment due.
   The terms
and conditions of the Master Equipment Lease Agreement are hereby incorporated
by reference into this Schedule.  All initially capitalized terms not
defined in this Schedule or a Summary Schedule will have the meanings ascribed
to them in the Master Equipment Lease Agreement. If specific provisions of this
Schedule are inconsistent with the Master Equipment Lease Agreement, this
Schedule will control, and if specific provisions of a Summary Schedule are
inconsistent with this Schedule, such Summary Schedule will
control.  The parties reaffirm all of the terms and conditions of the
Lease (including, without limitation, the representations and warranties set
forth in the Lease) except as modified by this Schedule.
  IN
WITNESS WHEREOF, the parties hereto have caused this Schedule to be executed by
their duly authorized officers as of the day and date set forth
above.
  LESSOR:
                  
                  LESSEE:RELATIONAL,
      LLC
                  
                  BIOFORCE
      NANOSCIENCES, INC.By:
                  
                  
                  By:Printed
      Name:
                  
                  
                  Printed
      Name:Title:
                  
                  
                  Title:Date:
                  
                  
                  Date:
  
  SPECIMEN
DOCUMENT
  EXHIBIT
A
  CERTIFICATE
OF ACCEPTANCE NO. ____
   This
Certificate of Acceptance is executed pursuant to Summary Schedule No. ____ to
Leaseline Schedule No. ____ to the Master Equipment Lease Agreement dated ______
(collectively, the “Lease”) between Relational, LLC (“Lessor”) and
___________(“Lessee”).
   1. 
  EQUIPMENT:
  Qty.                 Mfg.                      Type/Model                               
0;           Serial
#                      Location
        2. 
  TOTAL
EQUIPMENT
COST:       $__________
  3.   
DATE
OF ACCEPTANCE: __________________,
20__
  4. 
  REPRESENTATIONS
OF LESSEE:
  Lessee
certifies that all items of the Equipment described herein have been delivered
to the location(s) indicated in Paragraph 1 above, tested and inspected by
Lessee, found to be in good order, and accepted as items of the Equipment under
the Lease, all on the Date of Acceptance.
   _________________________________
 Lessee
  By: SPECIMEN
DOCUMENT
  Title: NOT
FOR EXECUTION
  
  SPECIMEN
DOCUMENT
  EXHIBIT
B
  THIS
IS COUNTERPART NO. ONE (1) OF TWO (2) SERIALLY NUMBERED, MANUALLY EXECUTED
COUNTERPARTS OF THIS SUMMARY SCHEDULE.  NO SECURITY INTEREST IN THIS
SUMMARY SCHEDULE MAY BE CREATED THROUGH THE TRANSFER AND POSSESSION OF ANY
COUNTERPART OTHER THAN COUNTERPART NO. 1.
   SUMMARY
SCHEDULE NO. _______
  This
Summary Schedule dated _____________________ is entered into pursuant to
Leaseline Schedule No. _____ to the Master Equipment Lease Agreement dated
________________ (collectively, the “Lease”) between Relational, LLC (“Lessor”)
and_____________ (“Lessee”).  All of the terms, conditions,
representations and warranties of the Lease are incorporated herein and made a
part hereof.  This Summary Schedule constitutes a binding agreement to
pay the Base Rent related to the items of Equipment set forth
below.
  1.
                  Equipment:  As
      set forth on the Certificates of Acceptance Nos. ____ through ____
      attached hereto.
  2.
                  Base
      Term:  __________
  3.
                  Base
      Term Date:  __________
  4.
                  Total
      Equipment
Cost:  $__________
  5.
                  Base
      Rent:  $_______ payable _____ in
  advance
  6.
                  Lease
      Rate
Factor(s):  _________.
  Lessee
hereby represents and warrants to Lessor that (i) no Event of Default or event
which, with the giving of notice or the lapse of time, or both, would become
such an Event of Default under the Lease has occurred and is continuing, and
(ii) Lessee has obtained, and there are in full force and effect, any insurance
policies with respect to the Equipment required to be obtained under terms of
the Lease.
  By their
signatures below, the parties hereto have entered into this Summary Schedule as
of the Base Term Date set forth above.
  LESSEE:
                    
                    LESSOR:RELATIONAL,
      LLCSPECIMEN
      DOCUMENTBy
      its duly authorized representative
                    
                    By
      its duly authorized representativeNOT
      FOR EXECUTIONPrint
      Name and Title
                    
                    Print
      Name and Title
  
  EXHIBIT
C
  CASUALTY
VALUE TABLE
   TO
LEASELINE SCHEDULE NO. 2008
 DATED
AS OF MARCH 28, 2008 BETWEEN
 RELATIONAL,
LLC ("LESSOR") AND BIOFORCE
NANOSCIENCES, INC.,("LESSEE")
    After
      Quarter
                  %
      of Cost
                  After
      Quarter
                  %
      of Cost1
                  115.00%
                  5
                  73.72%2
                  105.94%
                  6
                  62.67%3
                  96.89%
                  7
                  51.61%4
                  84.78%
                  8
                  42.50%
      Until the
Equipment has been surrendered to Lessor as provided in the Master Equipment
Lease Agreement, the Casualty Value percentage shall be the last stated value
above.