AMENDMENT NUMBER 1
to
EMPLOYMENT AGREEMENT
This AMENDMENT NUMBER 1 ("Amendment") dated June 13, 2007 amends the
Employment Agreement ("Agreement") between BioForce Nanosciences Holdings, Inc.
(the "Company") and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (the "Employee").
In consideration of the mutual agreements set forth below and other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties agree as follows:
1. All terms of the Agreement shall continue in full force and effect except as
expressly modified in this Amendment. All terms of the Agreement shall apply to
this Amendment, except in the event and to the extent they are expressly
modified herein, in which case the terms of this Amendment shall control. All
capitalized terms used in the Amendment not otherwise defined shall have the
same meaning as in the Agreement.
2. Section 3(a) of the Agreement is amended by deleting the provision in its
entirety and replacing it with the following: "During the Term of this
Agreement, the Employee shall serve as the Chief Executive Officer of the
Company, or in such other executive capacity as may be assigned to the Employee,
and shall perform all duties commensurate with the Employee's position and as
may be assigned to the Employee by the Board of Directors of the Company (the
"Board") or such member or committee of the Board or other person(s) as may be
designated by the Board. The Employee shall report to the Board or such member
or committee of the Board or other person(s) as may be designated by the Board
and shall at all times keep such person or entity promptly and fully informed
(in writing if so requested) of the Employee's conduct and of the business or
affairs of the Company, and provide such explanations of the Employee's conduct
as may be required."
3. Section 4(a) of the Agreement is amended by deleting its first sentence in
its entirety and replacing it with the following: "As compensation in full for
all services to be rendered by the Employee under this Agreement, the Company
shall pay to the Employee a base salary of $200,000 per year, less deductions
and withholdings, which salary shall be paid in twice monthly increments in
arrears or otherwise as in accordance with the Company's normal payroll
procedures and policies."
4. This Amendment shall be binding upon and inure to the benefit of the parties
hereto and their respective successors, heirs and assigns.
5. Each party represents and warrants that the person signing this Amendment has
the full and proper authority to do so and has been empowered to make and
execute this Amendment.
IN WITNESS WHEREOF, the parties caused this Amendment to be executed on
the day and year first written above.
BioForce Nanosciences Holdings, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------- ------------------
▇▇▇▇▇ ▇. ▇▇▇▇
President & Chief Operating Officer