FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE

                                                                     Exhibit 4.3

                 FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE


      THIS   FIRST    AMENDMENT   TO   CONVERTIBLE    PROMISSORY   NOTE   (this   "First
Amendment"),   is made the 13th day of   January,   2006,   by and   between   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 (the "Debtor"),   and Biomed Solutions,   LLC, a limited
liability   company   organized   under the laws of the State of New York, with its
principal   offices at 150 Lucius Gordon Drive,   Suite 215, West   Henrietta,   New
York 14586 (the "Creditor").

                                     RECITALS:

      WHEREAS,   Debtor   executed   a   certain   Convertible   Promissory   Note (the
"Note"), dated May 27, 2005 in favor of Creditor; and

      WHEREAS,   Debtor   and   Creditor   desire to amend   the Note as   hereinafter
provided;

                                    AGREEMENT:

      NOW,   THEREFORE,   in   consideration of the premises and for other good and
valuable   consideration,   the   receipt   and   sufficiency   of   which   hereby   are
acknowledged, Debtor and Creditor hereby agree as follows:

      1. Section 1 of the Note is delet