TERMINATION OF STOCK PURCHASE AGREEMENT AND RELEASE

                     TERMINATION OF STOCK PURCHASE AGREEMENT

                                   AND RELEASE

      This    Termination    of   Stock    Purchase    Agreement   and   Release   (this

"Termination   and   Release") is entered into as of the ____ day of May,   2005 by

and between Biophan Technologies,   Inc., a Nevada corporation   ("Biophan"),   and

SBI Brightline   Consulting,   LLC, a California   limited   liability company ("SBI

Brightline"),   for the   purpose   of   terminating   the Stock   Purchase   Agreement

between Biophan and SBI Brightline dated as of February 5, 2004.

      This   Termination   and   Release is   entered   into in   connection   with the

consummation of the   transactions   contemplated by the Purchase   Agreement,   and

both parties   desire to terminate   any existing   obligations   under the Purchase

Agreement.

      NOW,   THEREFORE,   for good and   valuable   consideration,   the   receipt and

sufficiency   of   which is   hereby   acknowledged,   the   parties   hereto   agree as

follows:

      1.     Termination; Release. The Purchase Agr