AMENDMENT
NUMBER 2


to the
October 14, 2002


AMENDED
AND RESTATED REGISTRATION RIGHTS AGREEMENT




This
Amendment Number 2 to the
October 14, 2002 Amended and Restated Registration Rights Agreement(
“Amendment Number 2”),made effective as of May
5, 2008,is by and
between the Holders and BioForce Nanosciences Holdings, Inc. (the “Company”), as
successor to BioForce Nanosciences, Inc.





WHEREAS, the Holders possess
certain registration rights as parties to the October 14, 2002 Amended and
Restated Registration Rights Agreement, as amended by Amendment Number 1 to the
October 14, 2002 Amended and Restated Registration Rights Agreement (the
“Agreement”);





WHEREAS, the Agreement
requires that the Company file a registration statement on behalf of the Holders
no later than seven months following the date on which the Company’s
registration statement, which was filed with the United States Securities and
Exchange Commission (the “SEC”) on October 1, 2007 (the “October 1, 2007
Registration Statement”), was declared effective by the SEC; and





WHEREAS, the October 1, 2007
Registration Statement was declared effective by the SEC on October 12, 2007;
and





WHEREAS, the Company and the
Holders believe that it is in their best interests to delay the filing of the
registration statement on behalf of the Holders.





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





1.           The
Company shall not be required to file a registration statement on behalf of the
Holders until June 12, 2008.





2.           This
Amendment Number 2 shall be binding upon and insure to the benefit of the
parties hereto and their respective successors, heirs and assigns.





3.           Each
party warrants and represents that the person signing this Amendment Number 2
has the full and proper authority to do so and has been empowered to make and
execute this Amendment Number 2 in the name of such party.





7.           This
Amendment Number 2 may be executed in any number of counterparts, each of which
shall be deemed to be an original, and all of which taken together shall
constitute one and the same Amendment Number 2.









8.           All
capitalized terms used in this Amendment Number 2 not otherwise defined herein
shall have the same meaning as in the Agreement.  All terms of the
Agreement shall continue in full force and effect except as expressly modified
by this Amendment Number 2.  All terms of the Agreement shall apply to
this Amendment Number 2, except in the event and to the extent they are
expressly modified herein, in which case the terms of this Amendment Number 2
shall control.





9.           This
Amendment Number 2 shall become binding upon the Company and all Holders of
Registrable Shares upon its execution by the Holders of at least 51% of the
Registrable Shares.




BioForce
Nanosciences Holdings, Inc.




By:
___________________________


Name: Gregory
D. Brown


Title:  
Chief Financial Officer





HOLDER:
              FCPR
      SGAM AI Biotechnology Fund
              
              By:
      ___________________________
              Name: Jean-Yves
      Nothias
              Title:   Managing
      Director




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