BIOFORCE NANOSCIENCES HOLDINGS, INC.

                 AMENDED AND RESTATED 2006 EQUITY INCENTIVE PLAN

1. ESTABLISHMENT AND PURPOSE.

      1.1 Establishment. BioForce Nanosciences, Inc., a Delaware corporation
("BioForce") previously established the Amended and Restated BioForce
Nanosciences, Inc. 2000 Stock Incentive Plan (the "2000 Plan"). In 2003,
BioForce established the BioForce Nanosciences, Inc. 2003 Stock Option Plan (the
"2003 Plan"). In 2006, BioForce merged (the "Merger") with and into a Subsidiary
of BioForce Nanosciences Holdings, Inc., a Nevada corporation f/k/a Silver River
Ventures, Inc. (the "Company") pursuant to the Agreement and Plan of Merger
dated as of November 20, 2005 (the "Merger Agreement"). Subsequent to the
Merger, the Company established the BioForce Nanosciences Holdings, Inc. 2006
Equity Incentive Plan (the "2006 Plan"). The 2000 Plan, the 2003 Plan and the
2006 Plan are each hereby amended and restated in their entirety as this
BioForce Nanosciences Holdings, Inc. Amended and Restated 2006 Equity Incentive
Plan (the "Plan"). All previous awards, grants, and issuances under the 2000
Plan, the 2003 Plan and the 2006 Plan are governed by the Plan.

      1.2 Purpose. The purpose of the Plan is to advance the interests of the
Company and its shareholders by providing officers, directors, key employees,
consultants and other independent contractors of the Company and Affiliates,
upon whose judgment, initiative and efforts the successful conduct of the
business of the Company and Affiliates largely depends, with additional
incentive to perform in a superior manner. A purpose of the Plan also is to
attract and retain personnel of experience and ability to the service of the
Company and Affiliates, and to reward such individuals for achievement of
corporate and individual performance goals.

2. DEFINITIONS.

      2.1 "Affiliate" means an affiliate of the Company, with the word
"affiliate" as defined in Rule 12b-2 promulgated by the SEC under the Exchange
Act.

      2.2 "Award" means a Stock Grant or a grant of Non-statutory Stock Options
or Incentive Stock Options or Stock Appreciation Rights pursuant to the
provisions of the Plan.

      2.3 "BioForce" has the meaning set forth in Section 1.1.

      2.4 "Board of Directors" or "Board" means the board of directors of the
Company.

      2.5 "Code" means the Internal Revenue Code of 1986, as amended.

      2.6 "Change in Control" means, with respect to the Company, the occurrence
of any of the following events, unless stated otherwise in an Award or as
otherwise required by Code Section 409A to avoid the additional taxes therein:
(i) any "person," as the term is used in Section 3 of the Exchange Act (other
than a Company employee benefit plan or a trust created to hold Common Stock
beneficially owned by Employees) who is or becomes the "beneficial owner" as

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defined in Rule 16a-1 under the Exchange Act, directly or indirectly, of
securities of the Company representing more than fifty percent (50%) of either
the total fair market value or the total voting power of the stock of the
Company; (ii) consummation of a plan of reorganization, merger, or
consolidation, in which the shareholders of the Company own less than fifty
percent (50%) of the outstanding voting securities of the surviving entity;
(iii) a sale, during a twelve month period, of substantially all of the
Company's assets; (iv) a liquidation or dissolution of the Company or a similar
transaction; (v) a majority of the Board of Directors is replaced during any
12-month period by directors whose appointment or election is not endorsed by a
majority of the members of the Company's Board of Directors prior to the date of
the appointment or election. Notwithstanding the preceding, seventy percent
(70%) shall be substituted for fifty percent (50%) in clause (i) for purposes of
determining a Change in Control with respect to any Incentive Stock Options
issued under the 2003 Plan. In no circumstances shall the closing of the Merger
be considered a Change in Control for purposes hereunder.

      2.7 "Committee" or "Plan Administrator" means the Board or if delegated by
the Board, the compensation committee of the Board or other committee of the
Board, consisting of two or more directors appointed by the Board who are
"non-employee directors," as defined in Rule 16b-3 promulgated by the SEC under
the Exchange Act, and "outside directors" as defined in Treas. Reg. 1.162-27
promulgated under the Code.

      2.8 "Common Stock" means the common stock of the Company.

      2.9 "Company" has the meaning set forth in Section 1.1.

      2.10 "Covered Employee" has the meaning set forth in Code Section
162(m)(3)(A).

      2.11 "Date of Grant" means the date an Award is effective pursuant to the
terms hereof.

      2.12 "Disability" has the meaning set forth in Code Section 409A or any
regulations or other guidance thereunder; except that "Disability" shall have
the meaning set forth in Section 22(e)(3) of the Code as applied to Incentive
Stock Options issued under the 2003 Plan.

      2.13 "Effective Date" has the meaning set forth in Section 21.

      2.14 "Employee" means any person who, on the particular Date of Grant or
other time of determination as the context requires, is currently employed by
the Company or an Affiliate.

      2.15 "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      2.16 "Exercise Notice" has the meaning set forth in Section 12.

      2.17 "Fair Market Value" means, as of any date, the fair market value of
one share of Common Stock as determined by the Committee in a manner consistent
with Code Section 409A and any regulations or other guidance thereunder (except
that, as applied to Incentive Stock Options, such value shall be determined in a
manner consistent with Code Section 422 and any regulations thereunder) and
applicable SEC and Exchange Act rules or regulations. It is the intent that such
determinations shall be made in such a manner so that the Plan and Awards
granted hereunder are not subject to the additional taxes referenced in Code
Section 409A.


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      2.18 "Incentive Stock Option" means an Option granted by the Committee to
a Participant, which Option is designated as an Incentive Stock Option pursuant
to Section 9 of the Plan.

      2.19 "Merger" has the meaning set forth in Section 1.1.

      2.20 "Merger Agreement" has the meaning set forth in Section 1.1.

      2.21 "Non-statutory Stock Option" means an Option that is not an Incentive
Stock Option.

      2.22 "Option" means an Award granted under Section 8 or Section 9 of the
Plan.

      2.23 "Option Period" means the time period within which the Option holder
may exercise the right to purchase shares of Common Stock under an Award.

      2.24 "Outside Director" means a director of the Company who is not also an
Employee.

      2.25 "Participant" means an Employee, a non-Employee consultant,
independent contractor, officer or director of the Company or an Affiliate
chosen by the Committee to participate in the Plan.

      2.26 "Retirement" means a termination of employment other than a
Termination for Cause after attaining age 60 and 10 years of service as an
Employee of the Company.

      2.27 "SEC" means the U.S. Securities and Exchange Commission.

      2.28 "Stock Appreciation Rights" means an Award granted under Section 10
of the Plan.

      2.29 "Stock Grant" means a grant of shares of Common Stock accompanied by
such restrictions, if any, as may be determined by the Committee under Section 7
of the Plan.

      2.30 "Subsidiary" means a subsidiary as defined in Section 424(f) of the
Code or any successor provision thereto.

      2.31 "Termination for Cause" means the termination of employment or other
services for gross negligence, personal dishonesty, incompetence, willful
misconduct, any breach of fiduciary duty involving personal profit, intentional
failure to perform stated duties, or the willful violation of any law, rule or
regulation (other than traffic violations or similar offenses), or for an
Employee with an employment agreement or a consultant or independent contractor
with a services contract that defines the term, it shall have the same meaning
as set forth in such employment agreement or services contract.


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      2.32 "2000 Plan" has the meaning set forth in Section 1.1.

      2.33 "2003 Plan" has the meaning set forth in Section 1.1.

      2.34 "2006 Plan" has the meaning set forth in Section 1.1.


3. ADMINISTRATION.

      3.1 General. The Plan shall be administered by the Committee. The
Committee shall act by vote or written consent of a majority of its members. The
Committee is authorized, subject to the provisions of the Plan, to establish
such rules and regulations as it deems necessary for the proper administration
of the Plan and to make whatever determinations and interpretations in
connection with the Plan it deems necessary or advisable with respect to
Participants. All determinations and interpretations made by the Committee shall
be binding and conclusive on such Participants and on their legal
representatives and beneficiaries. In determining the number of shares of Common
Stock with respect to which Options and Stock Grants are exercisable, fractional
shares will be rounded up to the nearest whole number if the fraction is 0.5 or
higher, and down if it is less.

      3.2 Limitation on Liability. No member of the Committee shall be liable
for any action or determination made in good faith with respect to the Plan, any
rule, regulation or procedure adopted by it pursuant thereto or any Awards
granted under it. If a member of the Committee is a party or is threatened to be
made a party to any threatened, pending or contemplated action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of anything done or not done by him or her in such capacity under or with
respect to the Plan, the Company shall indemnify such member against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her in connection with such action,
suit or proceeding if he or she acted in good faith and in a manner reasonably
believed to be in the best interests of the Company and Affiliates and, with
respect to any criminal proceeding, had no reasonable cause to believe his or
her conduct was unlawful.

4. TYPES OF AWARDS.

      Awards under the Plan may be granted in any one or a combination of:

      (a) Stock Grants;

      (b) Non-statutory Stock Options;


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      (c) Incentive Stock Options; and

      (d) Stock appreciation rights,

as defined in Sections 7, 8, 9 and 10 of the Plan.

      Subject to the other terms and conditions set forth herein, the Committee
shall, in its discretion, determine from time to time which Participants will be
granted Awards under the Plan, the number of shares of Common Stock subject to
each Award, whether each Option will be an Incentive Stock Option or a
Non-statutory Stock Option (except that Incentive Stock Options may only be
awarded to those persons described in Code Section 422(a)(2) as eligible
recipients of incentive stock options), the exercise price of an Option, and the
restrictions, if any, which will be applicable to each Stock Grant or Stock
Appreciation Right. In making all such determinations, the Committee shall take
into account the duties, responsibilities and performance of each respective
Participant, his or her present and potential contributions to the growth and
success of the Company, his or her compensation, and such other factors as the
Committee shall deem relevant to accomplishing the purposes of the Plan.

      No Participant shall have any voting or dividend rights or other rights of
a shareholder in respect of any shares of Common Stock covered by an Option
prior to the time that the Participant's name is recorded on the Company's
shareholder records as the holder of record of such shares acquired pursuant to
the exercise of an Option.

5. STOCK SUBJECT TO THE PLAN.

      Subject to adjustment as provided in Section 18, the maximum number of
shares reserved for Stock Grants and for purchase pursuant to the exercise of
Options under the Plan is seven million one hundred ninety-seven thousand two
hundred forty-five (7,197,245) shares, all of which may be awarded in the form
of Incentive Stock Options. Of the total shares of Common Stock available under
the Plan, Awards with respect to no more than one million (1,000,000) shares of
Common Stock shall be issued to any Participant in any calendar year.

      The shares of Common Stock subject to the Plan may be either authorized
but unissued shares or shares previously issued and reacquired by the Company.
To the extent that Options are granted and Stock Grants are made under the Plan,
the shares underlying such Options and Stock Grants will be unavailable for
future grants under the Plan except that, to the extent that the Options or
Stock Grants granted under the Plan are forfeited, terminate, expire or are
canceled without having been exercised, new Awards may be made with respect to
such shares.


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6. ELIGIBILITY.

      Employees and others who are not employees, including non-Employee
independent contractors, consultants, directors and officers, of the Company or
Affiliates shall be eligible to receive Stock Grants, Stock Appreciation Rights
and Non-statutory Stock Options under the Plan. Employees (including officers
and directors who are also Employees) of the Company or any Subsidiary shall be
the only Participants eligible to receive Incentive Stock Options.

7. STOCK GRANTS.

      7.1 Eligible Recipients. The Committee may, from time to time, grant Stock
Grants to Participants eligible to receive Stock Grants as set forth in Section
6.

      7.2 General Terms. Except to the extent provided herein, each Stock Grant
may be accompanied by such conditions, restrictions, and contingencies, or may
be made without any, as may be determined in the discretion of the Committee as
provided in the Award. Such conditions, restrictions, and contingencies may
include, without limitation, requirements that the Participant remain in the
continuous employment or service of the Company or Affiliates for a specified
period of time, that the Participant meet designated individual performance
goals, or that the Company, an Affiliate, or a combination thereof, meet
designated performance goals.

      7.3 Issuance Procedures. A stock certificate representing the number of
shares of Common Stock covered by a Stock Grant shall be registered in the
Participant's name and may be held by the Participant; provided however, unless
the Committee provides otherwise in the specified Award or otherwise consents in
writing, if a Stock Grant is subject to certain restrictions, the shares of
Common Stock covered by such Stock Grant shall be registered in the
Participant's name and held in custody by the Company. Unless the Committee
provides otherwise in the specified Award or otherwise consents in writing, a
Participant who has been awarded a Stock Grant shall have the rights and
privileges of a shareholder of the Company as to the shares of Common Stock
covered by such Stock Grant, including the right to receive dividends and the
right to vote such shares, except that the dividends shall be accumulated in an
escrow account by the Company and shall not be paid to the Participant unless
and until the expiration or satisfaction of any restrictions or performance
requirements applicable to Common Stock with respect to which the dividend is
paid. None of the shares of Common Stock covered by the Stock Grant may be sold,
transferred, assigned, pledged or otherwise encumbered or disposed of prior to
the expiration or satisfaction of any applicable restrictions or performance
requirements. Unless the Committee provides otherwise in the specified Award or
otherwise consents in writing, all of the shares of Common Stock covered by a
Stock Grant shall be forfeited and all rights of a Participant who has been
awarded such Stock Grant to such shares shall terminate without further
obligation on the part of the Company in the event that any applicable
restrictions or performance requirements do not expire or are not satisfied.
Upon forfeiture of shares of Common Stock, such shares shall be transferred to
the Company without further action by the Participant. Upon the expiration or
satisfaction of any applicable restrictions, whether in the ordinary course or
under circumstances set forth in Section 7.4, certificates evidencing shares of
Common Stock subject to the related Stock Grant shall be delivered to the
Participant, or the Participant's beneficiary or estate, as the case may be,
free of such restrictions and applicable restrictive legends.


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      7.4 Acceleration. If the Committee so provides in the specified Award or
otherwise consents in writing, the vesting and the lifting of conditions,
restrictions and contingencies in whole or in part may be accelerated for any
reason or upon the occurrence of any event.

8. NON-STATUTORY STOCK OPTIONS.

      8.1 Grants to Participants. The Committee may, from time to time, grant
Non-statutory Stock Options to Participants eligible to receive Non-Statutory
Stock Options as set forth in Section 6.

      8.2 Terms of Non-Statutory Options. Non-statutory Stock Options granted
under the Plan are subject to the following terms and conditions:

      (a) Price. The purchase price per share of Common Stock deliverable upon
the exercise of each Non-statutory Stock Option shall be determined on the date
the Option is granted as specified in the Award. Such per share purchase price
shall be equal to at least the Fair Market Value on the Date of Grant, unless
the Committee provides otherwise in the specified Award, in which case the terms
of such Non-statutory Stock Option shall comply with the requirements of Code
Section 409A to avoid the additional taxes referenced therein. Unless the
Committee provides otherwise in the specified Award or consents in writing,
shares may be purchased pursuant to a Non-statutory Stock Option only upon full
payment of the purchase price in cash. If the Committee so provides in the
specified Award or otherwise consents in writing, payment of the purchase price
may be made, in whole or in part, through the exchange of previously held shares
of Common Stock (or through the withholding of shares of Common Stock to be
received by the Participant upon exercise of the Non-statutory Stock Option) at
the Fair Market Value of such shares on the date of surrender. The Participant
may make deemed or constructive transfers of shares in lieu of actual transfer
and physical delivery of certificates.

      (b) Option Period Generally. The Committee shall determine the Option
Period during which each Non-statutory Stock Option may be exercised as set
forth in the Award.

      (c) Installments. The Committee shall determine the date on which each
Non-statutory Stock Option may be exercised as set forth in the Award and may
provide that a Non-statutory Stock Option is exercisable in installments. If the
Committee so provides in the specified Award or otherwise consents in writing,
the shares comprising each installment may be purchased in whole or in part at
any time after such installment becomes purchasable.

      (d) Acceleration. If the Committee so provides in the specified Award or
otherwise consents in writing, the vesting and the earliest time during which
any Non-statutory Stock Option may be exercised in whole or in part may be
accelerated for any set reason or upon the occurrence of any set event.


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      (e) Extension by Committee. The Committee, at the time of grant as set
forth in the Award or anytime thereafter, may extend the Option Period of a
Non-statutory Stock Option for a period not exceeding five (5) years following a
Participant's termination of service.

      (f) Termination of Service.

            (i) Termination for Cause. Unless the Committee provides otherwise
in the specified Award or otherwise consents in writing, in the event of
Termination for Cause, all rights under the Participant's Non-statutory Stock
Options shall expire upon termination.

            (ii) Termination for Death or Disability. Unless the Committee
provides otherwise in the specified Award or otherwise consents in writing, in
the event of termination of a Participant's employment with or provision of
service to the Company and all Affiliates because of the death or Disability of
such Participant, all Non-statutory Stock Options held by the Participant, shall
be exercisable only as to those shares that were immediately purchasable at such
time by the Participant or the Participant's legal representatives or
beneficiaries and only for up to ninety (90) days following the date of the
termination.

            (iii) Termination for Other Reasons. Unless the Committee provides
otherwise in the specified Award or otherwise consents in writing, upon the
termination of a Participant's employment with or provision of service to the
Company and all Affiliates because of any reason other than death, Disability or
Termination for Cause, the Participant's Non-statutory Stock Options shall be
exercisable only as to those shares which were immediately purchasable by the
Participant at the date of termination and only for up to thirty (30) days
following termination.

      (g) Other Conditions, Restrictions, Contingencies. Each Award may specify
other conditions, restrictions and contingencies to which the Non-statutory
Stock Option is subject as deemed appropriate in the sole discretion of the
Committee.

      (h) Change in Control. If the Committee so provides in the specified
Award, upon fifteen (15) days advance written notice by the Company to the
Participant of the Company's intent to consummate a Change in Control, the
Company shall have the right, exercisable in the Company's sole discretion, to
require that the Participant exercise the Participant's right to purchase all
the shares that the Participant has a vested right to purchase under an existing
Award within such fifteen-day period. If the Participant fails to exercise such
right as to all the shares that the Participant has a vested right to purchase
within such fifteen-day period, then to the extent not so exercised, all
remaining purchase rights under the outstanding Options (regardless of their
vested status) shall be immediately forfeited to the Company.

      8.3 Withholding. As a condition to the exercise of any Non-statutory Stock
Option granted hereunder, the Participant shall make such arrangements as the
Committee may require for the satisfaction of any federal, state or local
withholding tax obligations that may arise in connection with such exercise.
Such arrangements may include the deduction of any such required withholding
from any payments due or to become due to the Participant.


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      8.4 Reload Option. If the Committee permits, and a Participant pays for
all or any portion of the aggregate Non-statutory Stock Option exercise price
with shares of Common Stock or withholding a number of shares upon exercise of
an Non-statutory Stock Option, the Committee may grant a reload Non-statutory
Stock Option. Such reload Non-statutory Stock Option may grant the Participant a
new Non-statutory Stock Option for the number of shares of Common Stock equal to
the number tendered as consideration for the purchase of shares under the former
Non-statutory Stock Option under terms satisfactory to the Committee.

9. INCENTIVE STOCK OPTIONS.

      9.1 Grants to Employees. The Committee may, from time to time, grant
Incentive Stock Options to Participants eligible to receive Incentive Stock
Options as set forth in Section 6.

      9.2 Terms of Incentive Stock Options. Incentive Stock Options granted
under the Plan are subject to the following terms and conditions:

      (a) Price. The purchase price per share of Common Stock deliverable upon
the exercise of each Incentive Stock Option shall be not less than 100% of the
Fair Market Value on the Date of Grant. However, if a Participant owns Common
Stock representing more than 10% of the total combined voting power of all
classes of Common Stock of the Company (or under Section 425(d) of the Code is
deemed to own Common Stock representing more than 10% of the total combined
voting power of all such classes of Common Stock), the purchase price per share
of Common Stock deliverable upon the exercise of each Incentive Stock Option
shall not be less than 110% of the Fair Market Value on the Date of Grant.
Unless the Committee provides otherwise in the specified Award or consents in
writing, shares may be purchased pursuant to an Incentive Stock Option only upon
full payment of the purchase price in cash. If the Committee so provides in the
specified Award or otherwise consents in writing, payment of the purchase price
may be made, in whole or in part, through the exchange of previously held shares
of Common Stock (or through the withholding of shares of Common Stock to be
received by the Participant upon exercise of the Incentive Stock Option) at the
Fair Market Value of such shares on the date of surrender. The Participant may
make deemed or constructive transfers of shares in lieu of actual transfer and
physical delivery of certificates.

      (b) Option Period Generally. The Committee shall determine the Option
Period during which each Incentive Stock Option may be exercised as set forth in
the Award, but in no event shall an Incentive Stock Option be exercisable in
whole or in part more than ten years from the Date of Grant. If at the time an
Incentive Stock Option is granted to an Employee, the Employee owns Common Stock
representing more than 10% of the total combined voting power of the Company
(or, under Section 425(d) of the Code, is deemed to own Common Stock
representing more than 10% of the total combined voting power of all such
classes of Common Stock), the Incentive Stock Option granted to such Employee
shall not be exercisable after the expiration of five years from the Date of
Grant.


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      (c) Transfer Restrictions. No Incentive Stock Option granted under the
Plan is transferable, except by will or the laws of descent and distribution.
During the lifetime of the Participant granted an Incentive Stock Option, such
Participant is the only one who may exercise such Incentive Stock Option.

      (d) Installments. The Committee shall determine the date on which each
Incentive Stock Option shall become exercisable as set forth in the Award and
may provide that an Incentive Stock Option is exercisable in installments. If
the Committee so provides in the specified Award or otherwise consents in
writing, the shares comprising each installment may be purchased in whole or in
part at any time after such installment becomes purchasable, provided that the
amount able to be first exercised in a given year is consistent with the terms
of Section 422 of the Code.

      (e) Acceleration. If the Committee so provides in the specified Award or
otherwise consents in writing, the vesting and the earliest time during which
any Incentive Stock Option may be exercised in whole or in part may be
accelerated for any set reason or upon the occurrence of any set event, provided
that it is consistent with the terms of Section 422 of the Code.

      (f) Extension by Committee. The Committee, at the time of grant as set
forth in the Award or anytime thereafter, may extend the Option Period of an
Incentive Stock Option for a period not exceeding five (5) years following a
Participant's termination of service; provided, however, that such Option is not
eligible for treatment as an incentive stock option in the event such Option is
exercised more than three (3) months following the date of the Participant's
cessation of employment. Notwithstanding anything to the contrary contained
herein, in no event shall the Option Period extend beyond the expiration of the
Incentive Stock Option term.

      (g) Termination of Service.

            (i) Termination for Cause. Unless the Committee provides otherwise
in the specified Award or otherwise consents in writing, in the event of
Termination for Cause, all rights under the Participant's Incentive Stock
Options shall expire upon termination.

            (ii) Termination for Death or Disability. If the Committee so
provides in the specified Award or otherwise consents in writing, in the event
of a termination of an Employee's employment with the Company and all its
Subsidiaries because of the death or Disability of such Employee, all Incentive
Stock Options held by such Participant shall be exercisable only as to those
shares that were immediately purchasable at such time by the Participant or the
Participant's legal representatives or beneficiaries and only up to ninety (90)
days following the date of the termination.

            (iii) Termination for Other Reasons. Unless the Committee provides
otherwise in the specified Award or otherwise consents in writing, upon the
termination of an Employee's employment with the Company and all its
Subsidiaries because of any reason other than death, Disability or Termination
for Cause, the Incentive Stock Options shall be exercisable only as to those
shares which were immediately purchasable by the Participant at the date of
termination and only for up to thirty (30) days following termination.


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      (h) Other Conditions, Restrictions, Contingencies. Each Award may specify
other conditions, restrictions and contingencies to which the Incentive Stock
Option is subject as deemed appropriate in the sole discretion of the Committee.

      (i) Change in Control. If the Committee so provides in the specified
Award, upon fifteen (15) days advance written notice by the Company to the
Participant of the Company's intent to consummate a Change in Control, the
Company shall have the right, exercisable in the Company's sole discretion, to
require that the Participant exercise the Participant's right to purchase all
the shares that the Participant has a vested right to purchase under an existing
Award within such fifteen-day period. If the Participant fails to exercise such
right as to all the shares that the Participant has a vested right to purchase
within such fifteen-day period, then to the extent not so exercised, all
remaining purchase rights under the outstanding Options (regardless of their
vested status) shall be immediately forfeited to the Company.

      9.3 Compliance with Code. The Options granted under this Section 9 of the
Plan are intended to qualify as incentive stock options within the meaning of
Section 422 of the Code, but the Company makes no warranty as to the
qualification of any Option as an incentive stock option within the meaning of
Section 422 of the Code.

      9.4 Amounts of Options. Incentive Stock Options may be granted to any
Employee in such amounts as determined by the Committee. In the case of an
option intended to qualify as an Incentive Stock Option, the aggregate Fair
Market Value (determined as of the time the Option is granted) with respect to
which Incentive Stock Options granted are exercisable for the first time by the
Participant during any calendar year (under all plans of the Participant's
employer corporation and its parent and Subsidiaries) shall not exceed $100,000.
The provisions of this Section 9.4 shall be construed and applied in accordance
with Section 422(d) of the Code and the regulations, if any, promulgated
thereunder. To the extent an award under this Section 9 exceeds this $100,000
limit, the portion of the award in excess of such limit shall be deemed a
Non-statutory Stock Option.

10. STOCK APPRECIATION RIGHTS.

      The Committee is hereby authorized to grant Stock Appreciation Rights to
Participants, which Stock Appreciation Rights are subject to the terms of the
Plan and any applicable Award. A Stock Appreciation Right granted under the Plan
shall confer on the holder thereof a right to receive upon exercise thereof the
excess of (i) the Fair Market Value on the date of exercise (or, if the
Committee shall so determine, at any time during a specified period before or
after the date of exercise) over (ii) the grant price of the Stock Appreciation
Right as specified by the Committee, which price shall not be less than 100% of


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the Fair Market Value on the Date of Grant of the Stock Appreciation Right.
Subject to the terms of the Plan and any applicable Award, the grant price,
term, methods of exercise, dates of exercise, methods of settlement and any
other terms and conditions of any Stock Appreciation Right shall be as
determined by the Committee. The Committee may impose such conditions or
restrictions on the exercise of any Stock Appreciation Right as it may deem
appropriate.

11. BIOFORCE OPTIONS ISSUED PRIOR TO MERGER.

      Any holder of any option issued pursuant to the 2000 Plan or the 2003
Plan, which, pursuant to the Merger Agreement or the Plan, is converted into an
option to purchase shares of Common Stock of the Company, shall be deemed to
have been granted a Non-Statutory Stock Option or an Incentive Stock Option, as
appropriate, subject to the Plan. In the conversion, the exercise price and
number of options shall be adjusted so that there is no material change in the
value of any Option or Award. Nothing in the conversion shall increase any
Participant's rights under an Award that would cause the Plan to be subject to
the additional taxes referenced in Code Section 409A. It is intended that any
Incentive Stock Options issued pursuant to the 2000 Plan or the 2003 Plan are
treated as described in Code Section 424(a). Therefore, to the extent that the
Plan gives a holder of such Incentive Stock Option any additional benefits that
such holder did not have under the applicable former plan, the Plan shall be
interpreted so as to exclude such holder from the benefit of such additional
benefits in order to prevent the holder's Incentive Stock Options from being
treated as having been "modified" within the meaning of Code Section 424(h)(3).

12. METHOD OF EXERCISE.

      Each Option shall be exercised pursuant to the terms of the Plan by giving
written notice to the Company at its principal place of business. The form of
such notice shall be substantially similar to the exercise notice contained in
Exhibit A (the "Exercise Notice"). No Option granted under the Plan may be
exercised or Award granted unless, at the time of exercise or award, Common
Stock to be issued qualifies for exemption from, or is registered pursuant to,
applicable federal and state securities laws. In the event there shall not then
be on file with the SEC under the Securities Act of 1933, as amended, an
effective registration statement, including a prospectus relating to the shares
subject to the Award, the Committee may require the Participant to execute and
deliver to the Company prior to receipt by such Participant of any such shares
under the Plan, an investment letter in form and substance satisfactory to the
Company.

13. RIGHTS OF A SHAREHOLDER; LIMITED TRANSFERABILITY.

      No Participant shall have any rights as a shareholder with respect to any
shares covered by an Option until the date of issuance of a stock certificate
for such shares. Nothing in the Plan or in any Award granted confers on any
person any right to continue in the employ of the Company or Affiliates or to
continue as a director, officer, consultant or independent contractor of the
Company or Affiliates or interferes in any way with the right of the Company or
Affiliates to terminate a Participant's employment or services at any time.


                                      -12-
<PAGE>

      Except as otherwise provided in an Award or with the consent of the
Committee, Options granted hereunder may be exercised only during a
Participant's lifetime by the Participant, the Participant's guardian or legal
representative or by a permissible transferee. Except as otherwise provided, (i)
Options may be transferred by Participants pursuant to the laws of descent and
distribution upon a Participant's death and (ii) during a Participant's
lifetime, Non-statutory Stock Options may be transferred by Participants to
members of their immediate family, trusts for the benefit of members of their
immediate family, and charitable institutions ("permissible transferee") to the
extent permitted under Section 16 of the Exchange Act and subject to federal and
state securities laws. The term "immediate family" shall mean any child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, sister-in-law, or brother-in-law and
shall include adoptive relationships.

      The Committee shall have the authority to establish rules and regulations
specifically governing the transfer of Stock Appreciation Rights, Options and
restricted Stock Grants granted under the Plan as it deems necessary and
advisable.

14. AGREEMENT WITH GRANTEES.

      Each Award will be evidenced by a written agreement, executed by the
Participant and the Company or Affiliates, which describes the conditions for
receiving such Award including the date of Award, the purchase price, if any,
applicable periods, and any other terms and conditions as may be either required
by applicable securities law or that are not inconsistent with the Plan, or
both.

15. RESTRICTIONS ON SHARES.

      The Committee may require before any shares of Common Stock are issued
pursuant to the Plan that the Participant agrees to subject the shares to such
holding periods and transfer restrictions as are, in the opinion of counsel,
required in order for the issuance of the shares to comply with the requirements
of state or federal law.

16. PERFORMANCE BASED COMPENSATION.

      16.1 In General. All Awards of Stock Appreciation Rights and Non-statutory
Stock Options issued to a Covered Employee that are intended to be performance
based compensation within the meaning of the Code Section 162(m)(4)(C) shall
conform to the requirements of Code Section 162(m)(4)(C) and the regulations
thereunder.

      With respect to Awards that are intended to qualify as "performance based"
within the meaning of Code Section 162(m)(4)(C), the Committee shall comply with
the requirements of Code Section 162(m)(4)(C), including but not limited to (i)


                                      -13-
<PAGE>

establishing in writing the applicable objective performance goals and all
related terms no later than 90 days after the commencement of the period of
service to which the performance goals relate (or such earlier or later date as
may be the applicable deadline for compensation payable hereunder to qualify as
"performance based" within the meaning of Code Section 162(m)(4)(C)), and (ii)
designating the Awards that are to qualify as "performance based" within the
meaning of Code Section 162(m)(4)(C). After the period over which the
performance goals are measured, the Committee shall certify that such
performance goals are satisfied and may adjust the Award downward but not
upward.

      16.2 Performance Goals. Unless the Committee provides otherwise in the
specified Award, the performance goals for purposes of grants that are intended
to qualify as performance based compensation within the meaning of Code Section
162(m)(4)(C) shall be based on one or more of the following measures:

            (a)   Earnings per share;

            (b)   Net income (before or after taxes);

            (c)   Net income from continuing operations;

            (d)   Return measures (including, but not limited to, return on
                  assets, equity, capital or investment);

            (e)   Cash flow (including, but not limited to, operating cash flow
                  and free cash flow);

            (f)   Cash flow return on investment;

            (g)   Earnings before or after taxes, interest, depreciation and/or
                  amortization;

            (h)   Internal rate of return or increase in net present value;

            (i)   Dividend payments;

            (j)   Gross revenues;

            (k)   Gross margins; or

            (l)   Internal measures such as achieving a diverse workforce.

17. DESIGNATION OF BENEFICIARY.

      A Participant may, with the consent of the Committee, designate a person
or persons to receive, in the event of death, any shares to which the
Participant would then be entitled pursuant to an Award. Such designation will
be made upon forms supplied by and delivered to the Company and may be revoked
in writing. If a Participant fails effectively to designate a beneficiary, then
the Participant's estate will be deemed to be the beneficiary.


                                      -14-
<PAGE>

18. DILUTION AND OTHER ADJUSTMENTS.

      In the event of any change in the outstanding shares of Common Stock of
the Company by reason of any stock dividend or split, recapitalization, merger,
consolidation, spin-off, reorganization, combination or exchange of shares, or
other similar corporate change, or other increase or decrease in such shares
without receipt or payment of consideration by the Company, the Committee will
make such adjustments to previously granted Awards, to prevent dilution or
enlargement of the rights of the Participant, including any or all of the
following:

      (a) adjustments in the aggregate number or kind of shares of Common Stock
that may be awarded under the Plan;

      (b) adjustments in the aggregate number or kind of shares of Common Stock
covered by Awards already made under the Plan; or

      (c) adjustments in the purchase price of outstanding Options.

      No such adjustments may, however, materially change the value of benefits
available to a Participant under a previously granted Award.

19. WITHHOLDING.

      There may be deducted from each distribution of cash or Common Stock or
both under the Plan the amount of tax required by any governmental authority to
be withheld.

20. TERMINATION AND AMENDMENT OF THE PLAN.

      The Board of Directors may at any time, and from time to time, terminate,
modify or amend the Plan in any respect. No Awards under the Plan shall be
granted more than ten (10) years after the Effective Date of the Plan.

      The Board may determine that shareholder approval of any amendment to the
Plan may be advisable for any reason, including but not limited to, for the
purpose of obtaining or retaining any statutory or regulatory benefits under
tax, securities or other laws or satisfying applicable stock exchange listing
requirements.


                                      -15-
<PAGE>

      Such termination, modification or amendment may not affect the rights of a
Participant under an outstanding Award, except the Board may, prior to a Change
in Control, terminate the Plan in connection with a Change in Control and make a
cash payment to all Participants with respect to Options that are vested or not
vested, or both, up to an amount equal to the difference between the Fair Market
Value of the Common Stock on the date of the Change in Control and the exercise
price per share of such Options on the Date of Grant.

21. EFFECTIVE DATE OF PLAN.

      Subject to the approval of the stockholders of the Company, the effective
date of the Plan shall be as of May 25, 2007 (the "Effective Date"). The Plan
shall remain in effect subject to the terms hereof, until the earlier of the
following: (1) May 24, 2017; (2) termination of the Plan by the Board of
Directors; or (3) the purchase of all shares to be delivered pursuant to the
Plan.

22. UNCERTIFIED SHARES.

      To the extent the Plan provides for the issuance of stock certificates
with respect to Common Stock, the Company may, in lieu thereof, record the
shares on a non-certified basis on a book entry account maintained by the
Company's transfer agent.

23. APPLICABLE LAW.

      The Plan will be administered in accordance with the laws of the State of
Nevada, unless the Company changes its state of incorporation, in which case the
laws of its state of incorporation, to the extent not preempted by Federal law
as now or hereafter in effect.

24. COMPLIANCE WITH SECTION 16.

      With respect to persons subject to Section 16 of the Exchange Act,
transactions under the Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent
any provision of the Plan or action by the Committee fails to so comply, it
shall be deemed null and void, to the extent permitted by law and deemed
advisable by the Committee.


May 25, 2007                                             /s/ Eric Henderson
------------                                             ------------------
(Date Adopted)                                           Eric Henderson
                                                         Chief Executive Officer


-----------------------------                            -----------------------
Date Approved by Shareholders                                  Secretary


                                      -16-
<PAGE>

                                    EXHIBIT A

                      BIOFORCE NANOSCIENCES HOLDINGS, INC.

                 AMENDED AND RESTATED 2006 EQUITY INCENTIVE PLAN

                                 EXERCISE NOTICE

BioForce Nanosciences Holdings, Inc.
1615 Golden Aspen Drive, Suite 101
Ames, IA 50010

Attn: Amended and Restated 2006 Equity Incentive Plan Committee

      1. Exercise of Option. Effective as of today, ________________, _________,
20_____, the undersigned ("Option Holder") hereby elects to exercise his or her
option to purchase __________ shares of Common Stock (the "Shares") of BioForce
Nanosciences Holdings, Inc. (the "Company"), under and pursuant to the Company's
Amended and Restated 2006 Equity Incentive Plan (the "Plan") and the Stock
Option Agreement dated ___________, 20___, (the "Option Agreement"), of which
___________ shares are pursuant to the exercise of incentive stock options and
__________ shares are pursuant to the exercise of nonqualified stock options.

      2. Delivery of Payment/Withholding. Option Holder herewith delivers to the
Company the full purchase price of the Shares and any applicable withholding
(unless other arrangements have been made for such withholding), as set forth in
the Option Agreement.

      3. Rights as Stockholder. Until the issuance of the Shares (as evidenced
by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or any
other rights as a stockholder shall exist due to Option Holder's exercise of the
Option. The certificate evidencing the Shares shall be issued to Option Holder
as soon as practicable after the Option is exercised. No adjustment shall be
made for a dividend or other right for which the record date is prior to the
date of issuance except as provided in the Plan.

      4. Tax Consultation. Option Holder understands that Option Holder may
suffer adverse tax consequences as a result of Option Holder's purchase or
disposition of the Shares. Option Holder represents that Option Holder has
consulted with any tax consultants Option Holder deems advisable in connection
with the purchase or disposition of the Shares and that Option Holder is not
relying on the Company or any of its advisors or consultants for any tax advice.


                                      -17-
<PAGE>

      5. Entire Agreement. Option Holder herewith delivers the documents
reasonably required by the Company including, without limitation, an Investment
Representation Statement, if requested. These documents, together with the Plan
and Option Agreement constitute the entire agreement of the parties with respect
to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and Option Holder with respect to the
subject matter hereof.

Submitted by:                               Accepted by:

OPTION HOLDER                               BIOFORCE NANOSCIENCES HOLDINGS, INC.


                                            By:
------------------------------------            --------------------------------
Signature


                                            Title:
------------------------------------               -----------------------------
Print Name

                                            ------------------------------------
                                            Date Received

Address:


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                                      -18-