EXHIBIT A
NEITHER THIS NOTE NOR THE
SECURITIES INTO WHICH
THIS NOTE IS
CONVERTIBLE
HAVE
BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE
SECURITIES
COMMISSION OF ANY STATE IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933,
AS AMENDED, (THE "SECURITIES ACT") AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
EVIDENCED BY A LEGAL OPINION
OF COUNSEL TO THE
TRANSFEROR TO SUCH
EFFECT, THE
SUBSTANCE OF WHICH SHALL BE
REASONABLY ACCEPTABLE TO THE COMPANY.
CONVERTIBLE PROMISSORY NOTE
$2,000,000
May ___, 2005
FOR VALUE
RECEIVED, the
undersigned,
Biophan Technologies, Inc., a
corporation organized under the laws of the
State of Nevada, with its principal
offices at 150 Lucius Gordon
Drive, Suite 215, West
Henrietta,
New York
14586
("Debtor"), hereby promises
to pay to Biomed Solutions, LLC, a limited liability
corporation organized under the laws of the State of New York, with its
principal offices 150 Lucius
Gordon Drive, Suite
215, West Henrietta,
New York
14586 ("Creditor"),
the principal sum of
two million dollars ($2,000,000.00) or
such lesser amount as shall have been
advanced pursuant to the Line of
Credit
Agreement, together with interest thereon at a rate of eight percent
(8%) per
annum, in lawful money of the
United States of America.
1. Repayment. The
entire amount of principal and interest due under
this Note shall be payable within fifteen (15) business days after demand
therefor, which demand may be made at any
time after six (6) months has elapsed
from the date of the issuance
of this Note. Debtor may prepay all or any part of
this Note at any time
without premium or penalty, provided that Debtor has
provided fifteen (15) days' prior written
notice (the "Notice
Period") of
its
intent to prepay and
Creditor has not elected to convert all or part of the
outstanding obligation prior
to the expiration of the Notice Period.
2. Interest
Calculations.
Interest
under this Note shall be
compounded monthly. Partial payments shall be applied first to accrued and
unpaid interest and then to
principal.
3. Events of Default. Upon the occurrence and during the
continuance
of any of the following events (each of which shall be an
"Event of Default"),
Creditor may declare the principal of and interest on this Note to be
due and
payable upon thirty (30)
days' prior written
notice, and the principal of
and
interest on this Note shall, upon such declaration, become due and payable,
anything in this Note to the
contrary notwithstanding:
<PAGE>
(a) Debtor fails
to pay any principal
of or interest on this Note
when due; or
(b) Debtor is
dissolved or liquidated; or
(c) Debtor
makes an assignment for the benefit of creditors,
commences (as the debtor) a case in bankruptcy, or commences
(as the debtor) any proceeding under any other insolvency
law;
or
(d) A
case in bankruptcy or any proceeding under any other
insolvency law is commenced against Debtor (as the debtor)
and
a court having jurisdiction in the premises enters a decree
or
order for relief
against Debtor as the debtor in such case or
proceeding, and such case or proceeding is continued for
sixty
(60) days,
or Debtor consents to or admits the material
allegations against it in any such case or proceeding;
or
(e) A trustee,
receiver or agent
(however named) is
appointed or
authorized to take charge of substantially all of the
property
of Debtor for the
purpose of enforcing a
lien aga
