AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT, SENIOR SECURED CONVERTIBLE NOTES, WARRANTS AND SECURITY AGREEMENT

AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT, SENIOR

SECURED CONVERTIBLE NOTES, WARRANTS AND SECURITY AGREEMENT

This AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT, SENIOR SECURED CONVERTIBLE NOTES, WARRANTS AND SECURITY AGREEMENT (this “Amendment”) is made and entered into as of September 19, 2008, by and among Biophan Technologies, Inc., a Nevada corporation (the “Biophan”), and the purchasers identified on the signature pages hereto (each, a “Purchaser” and, collectively, the “Purchasers”).

RECITALS

Biophan and the Purchasers are parties to a Securities Purchase Agreement, dated as of October 11, 2006 (the “Purchase Agreement”), pursuant to which Biophan issued and sold to the Purchasers an aggregate of $7,250,000 of Notes and certain Warrants (each as defined in the Purchase Agreement). Capitalized terms used and not defined in this Amendment shall have the respective meanings set forth in the Purchase Agreement or in the Forbearance Agreement, dated as of February 16, 2007 with the holders of the Notes (the “Forbearance Agreement”).

In connection with the Purchase Agreement, Biophan and the Purchasers entered into a Security Agreement, dated as of October 11, 2006 (the “Security Agreement”), pursuant to which Biophan agreed to pledge and grant a security interest in the Collateral (as defined in the Security Agreement).

On October 11, 2007, Biophan and the Purchasers entered into an AMENDMENT NO. 1 to SECURITIES PURCHASE AGREEMENT, SENIOR SECURED CONVERTIBLE NOTES, WARRANTS AND SECURITY AGREEMENT (“Amendment No. 1”).

Whereas, Biophan and the Purchasers have agreed that it is their mutual best interests for Biophan to repay the Notes and, to accomplish the same, now wish to further modify certain of the terms of the Purchase Agreement, Notes, Warrants and the Security Agreement.

NOW, THEREFORE, in consideration of the foregoing Recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Biophan and each Purchaser, severally and not jointly, agree as follows:

1. Amendments to Purchase Agreement and the Notes.  

(a)   Each Purchaser may elect, by written notice to such effect delivered to Biophan no later than September 19, 2008 (the “Repayment Election Notice”), to accept, in repayment of its Note in full and satisfaction and cancellation of all of Biophan’s obligations under the Transaction Documents (other than the Warrants and the Fee Warrants (as defined in the Forbearance Agreement) if the Purchaser elects to retain the same as hereinafter provided, or including the Warrants and the Fee Warrants if the same are surrendered as hereinafter provided), either (i) to surrender its Warrants and Fee Warrants to Biophan for cancellation, and in consideration receive the “Cash Payment”, the “Repayment Shares” and the “Premium Shares” allocated to such Purchaser under the columns on the attached table that are designated as “Option A - Premium Shares and Cancellation of Warrants”, or (ii) to retain its Warrants and Fee Warrants on their current terms without any modification, amendment or other adjustment solely by reason of this Amendment, and receive the “Cash Payment” and the “Repayment Shares” allocated to such Purchaser under the columns on the attached table that are designated as “Option B - Warrants Remain in Place”.

(b)   Any Purchaser who has executed and delivered this Amendment, who fails to deliver timely to Biophan a Repayment Election Notice, shall be deemed to have given Biophan notice of its election to receive the consideration set forth in (a)(i) above, and to surrender to Biophan on or before September 25, 2008 its Warrants for cancelation.

2. Continued Validity of Transaction Documents under Purchase Agreements . The parties hereto agree that (x) this Amendment shall be effective only if executed and delivered by all of the Purchasers, and (y) the Purchase Agreement and the Transaction Documents entered into in connection therewith (as amended by this Amendment), and the Forbearance Agreement, remain in full force and effect, modified to the extent and only to the extent necessary to give effect to this Amendment and the transactions herein contemplated.

3. Entire Agreement . This Amendment and the Transaction Documents and the Forbearance Agreement, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

4. Equal Treatment of Purchasers . No consideration shall be offered or paid to any person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents (or the Forbearance Agreement) unless the same consideration is also offered to all of the parties to the Transaction Documents (and the Forbearance Agreement). For clarification purposes, this provision constitutes a separate right granted to each Purchaser by Biophan and negotiated separately by each Purchaser, and is intended to treat Biophan and the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting of Securities or otherwise.

5. Public Announcement . Biophan shall, by 8:30 a.m. Eastern time on September 24, 2008, issue a press release disclosing the material terms of the transactions contemplated hereby and timely file a Current Report on Form 8-K (the “8-K Filing”), attaching such press release and this Amendment. From and after the filing of the 8-K Filing with the Commission, the Company represents that the Purchasers shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents that is not disclosed in the 8-K Filing. Biophan shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the Commission without the express written consent of such Purchaser.

6. Notices . Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective as specified in the Purchase Agreement. The address for such notices and communications shall be as set forth on the signature