Exhibit 4.6

                                 FORM OF WARRANT




NEITHER  THIS WARRANT NOR THE SHARES  ISSUABLE  UPON  EXERCISE  HEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT")
OR ANY OTHER  APPLICABLE  STATE  SECURITIES  LAWS.  NEITHER THIS WARRANT NOR THE
SHARES  ISSUABLE  UPON  EXERCISE  HEREOF  MAY  BE  SOLD,  PLEDGED,  TRANSFERRED,
ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT  UNDER THE  SECURITIES  ACT OR IN A  TRANSACTION  WHICH IS EXEMPT FROM
REGISTRATION  UNDER THE PROVISIONS OF THE SECURITIES ACT OR ANY APPLICABLE STATE
LAWS.  THIS  WARRANT  MAY NOT BE  EXERCISED  BY OR ON BEHALF OF A UNITED  STATES
PERSON UNLESS  REGISTERED  UNDER THE  SECURITIES  ACT OR AN EXEMPTION  FROM SUCH
REGISTRATION IS AVAILABLE.



                             STOCK PURCHASE WARRANT


             To Purchase up to __________ Shares of Common Stock of

                           BIOPHAN TECHNOLOGIES, INC.

      THIS CERTIFIES that, for value received,  _______________  and its assigns
(the  "Holder") is entitled,  upon the terms and subject to the  limitations  on
exercise  and the  conditions  hereinafter  set  forth,  at any time  during the
Exercise Period (as hereinafter  defined), at the Exercise Price (as hereinafter
defined),  to subscribe  for and purchase  from  Biophan  Technologies,  Inc., a
corporation  incorporated  in  the  State  of  Nevada  (the  "Company"),  up  to
___________  shares (the "Warrant Shares") of Common Stock,  $.005 par value, of
the Company (the "Common  Stock").  The Exercise  Price and the number of shares
for which the Warrant is exercisable  shall be subject to adjustment as provided
herein.

1. Exercise Period.  This Warrant shall be exercisable  (the "Exercise  Period")
commencing  on the date  hereof and  terminating  at 5:00 p.m.  New York time on
January 7, 2008.

2. Exercise Price. Subject to adjustment as provided herein, the per share price
at which this Warrant may be exercised (the "Exercise  Price") shall be $.31 per
share.

3. Title to Warrant.  During the Exercise  Period and subject to compliance with
applicable  laws,  this Warrant and all rights  hereunder are  transferable,  in
whole or in part, at the office or agency of the Company by the holder hereof in
person or by duly authorized  attorney,  upon surrender of this Warrant together
with the Assignment Form annexed hereto properly endorsed.

4.  Authorization  of Shares.  The Company  covenants  that all shares of Common
Stock which may be issued upon the exercise of the purchase  rights  represented
by this Warrant will, upon exercise of the purchase  rights  represented by this
Warrant,  be duly authorized,  validly issued,  fully paid and nonassessable and
free from all taxes,  liens and charges in respect of the issue  thereof  (other
than taxes in  respect of any  transfer  occurring  contemporaneously  with such
issue).

5. Intentionally left blank.



                                       1
<PAGE>


6. Exercise of Warrant.

      (a) Except as otherwise  provided herein,  exercise of the purchase rights
      represented  by this  Warrant may be made at any time or times  during the
      Exercise  Period,  by the  surrender  of this  Warrant  and the  Notice of
      Exercise Form annexed hereto duly  executed,  at the office of the Company
      (or such  other  office or agency of the  Company as it may  designate  by
      notice in writing to the  registered  holder hereof at the address of such
      holder  appearing  on the books of the  Company)  and upon  payment of the
      Exercise  Price  of the  shares  thereby  purchased  by wire  transfer  or
      cashier's  check drawn on a United States bank, the holder of this Warrant
      shall be  entitled  to receive a  certificate  for the number of shares of
      Common Stock so purchased.  Certificates  for shares  purchased  hereunder
      shall be delivered to the holder hereof within five Trading Days after the
      date on which this Warrant shall have been  exercised as  aforesaid.  This
      Warrant  shall be deemed to have been  exercised and such  certificate  or
      certificates  shall be deemed to have been issued, and Holder or any other
      person so  designated to be named therein shall be deemed to have become a
      holder of  record  of such  shares  for all  purposes,  as of the date the
      Warrant has been exercised by payment to the Company of the Exercise Price
      and all taxes required to be paid by Holder, if any, pursuant to Section 8
      prior to the issuance of such shares, have been paid.

      (b) If this Warrant shall have been  exercised in part, the Company shall,
      at the time of delivery of the  certificate or  certificates  representing
      Warrant Shares,  deliver to Holder a new Warrant  evidencing the rights of
      Holder to purchase  the  unpurchased  shares of Common Stock called for by
      this Warrant,  which new Warrant shall in all other  respects be identical
      with this Warrant.

7. No Fractional  Shares or Scrip.  No fractional  shares or scrip  representing
fractional  shares shall be issued upon the exercise of this Warrant.  As to any
fraction of a share that Holder  would  otherwise  be entitled to purchase  upon
such exercise,  the Company shall pay a cash adjustment in respect of such final
fraction in an amount equal to such fraction multiplied by the Exercise Price.

8. Charges,  Taxes and Expenses.  Issuance of certificates  for shares of Common
Stock upon the  exercise of this  Warrant  shall be made  without  charge to the
holder  hereof  for any issue or  transfer  tax or other  incidental  expense in
respect of the  issuance of such  certificate,  all of which taxes and  expenses
shall be paid by the Company,  and such certificates shall be issued in the name
of the holder of this Warrant or in such name or names as may be directed by the
holder of this Warrant;  provided,  however,  that in the event certificates for
shares of Common  Stock  are to be issued in a name  other  than the name of the
holder of this  Warrant,  this Warrant when  surrendered  for exercise  shall be
accompanied by the Assignment  Form attached  hereto duly executed by the holder
hereof; and the Company may require,  as a condition  thereto,  the payment of a
sum sufficient to reimburse it for any transfer tax incidental thereto.

9. Closing of Books. The Company will not close its stockholder books or records
in any manner which prevents the timely exercise of this Warrant.

10. Transfer, Division and Combination.

      (a) Subject to compliance with any applicable securities laws, transfer of
      this  Warrant  and all  rights  hereunder,  in whole or in part,  shall be
      registered on the books of the Company to be maintained  for such purpose,
      upon  surrender  of this Warrant at the  principal  office of the Company,
      together with a written  assignment of this Warrant  substantially  in the
      form attached  hereto duly executed by Holder or its agent or attorney and
      funds sufficient to pay any transfer taxes payable upon the making of such
      transfer.  In the event  that the Holder  wishes to  transfer a portion of
      this Warrant,  the Holder shall transfer at least 50,000 shares underlying
      this Warrant to any such transferee. Upon such surrender and, if required,
      such  payment,  the  Company  shall  execute  and deliver a new Warrant or
      Warrants in the name of the assignee or assignees and in the  denomination
      or  denominations  specified in such  instrument of assignment,  and shall
      issue to the assignor a new Warrant evidencing the portion of this Warrant
      not so assigned,  and this Warrant shall promptly be cancelled. A Warrant,
      if properly assigned, may be exercised by a new holder for the purchase of
      shares of Common Stock without having a new Warrant issued.

      (b) This  Warrant  may be divided or  combined  with other  Warrants  upon
      presentation hereof at the aforesaid office of the Company,  together with
      a written  notice  specifying  the names  and  denominations  in which new
      Warrants  are to be  issued,  signed by  Holder or its agent or  attorney.
      Subject to compliance  with Section 10(a), as to any transfer which may be
      involved in such  division or  combination,  the Company shall execute and
      deliver a new Warrant or Warrants in exchange  for the Warrant or Warrants
      to be divided or combined in accordance with such notice.



                                       2
<PAGE>

      (c) The Company shall prepare, issue and deliver at its own expense (other
      than transfer taxes) the new Warrant or Warrants under this Section 10.

      (d) The Company agrees to maintain, at its aforesaid office, books for the
      registration and the registration of transfer of the Warrants.

11. No Rights as Shareholder  until Exercise.  This Warrant does not entitle the
holder  hereof to any  voting  rights or other  rights as a  shareholder  of the
Company prior to the exercise hereof. Upon the surrender of this Warrant and the
payment of the aggregate  Exercise Price,  the Warrant Shares so purchased shall
be and be deemed to be issued to such holder as the record  owner of such shares
as of the  close of  business  on the  later of the  date of such  surrender  or
payment.

12. Loss,  Theft,  Destruction or Mutilation of Warrant.  The Company  covenants
that upon receipt by the Company of evidence  reasonably  satisfactory  to it of
the loss,  theft,  destruction or mutilation of this Warrant  certificate or any
stock certificate  relating to the Warrant Shares, and in case of loss, theft or
destruction,  of indemnity or security reasonably  satisfactory to it (which may
include the posting of any bond),  and upon surrender and  cancellation  of such
Warrant or stock certificate,  if mutilated, the Company will make and deliver a
new  Warrant  or  stock   certificate  of  like  tenor  and  dated  as  of  such
cancellation, in lieu of such Warrant or stock certificate.

13.  Saturdays,  Sundays,  Holidays,  etc. If the last or appointed  day for the
taking of any action or the  expiration of any right  required or granted herein
shall be a Saturday, Sunday or a legal holiday, then such action may be taken or
such right may be exercised on the next succeeding day not a Saturday, Sunday or
legal holiday.

(14) Adjustments of Exercise Price and Number of Warrant Shares.  The number and
kind of  securities  purchasable  upon  the  exercise  of this  Warrant  and the
Exercise  Price  shall be  subject  to  adjustment  from  time to time  upon the
happening of any of the following.  In case the Company shall (a) pay a dividend
in shares of Common  Stock or make a  distribution  in shares of Common Stock to
holders of its outstanding Common Stock, (b) subdivide its outstanding shares of
Common Stock into a greater  number of shares of Common  Stock,  (c) combine its
outstanding  shares of Common  Stock  into a smaller  number of shares of Common
Stock, or (d) issue any shares of its capital stock in a reclassification of the
Common Stock,  then the number of Warrant  Shares  purchasable  upon exercise of
this Warrant  immediately  prior thereto shall be adjusted so that the holder of
this Warrant shall be entitled to receive the kind and number of Warrant  Shares
or other  securities  of the  Company  which he would  have  owned or have  been
entitled to receive had such Warrant been  exercised  in advance  thereof.  Upon
each  such  adjustment  of the  kind  and  number  of  Warrant  Shares  or other
securities of the Company which are  purchasable  hereunder,  the holder of this
Warrant shall thereafter be entitled to purchase the number of Warrant Shares or
other securities resulting from such adjustment at an Exercise Price per Warrant
Share or other  security  obtained by  multiplying  the Exercise Price in effect
immediately prior to such adjustment by the number of Warrant Shares purchasable
pursuant hereto  immediately prior to such adjustment and dividing by the number
of  Warrant  Shares  or other  securities  of the  Company  resulting  from such
adjustment. An adjustment made pursuant to this paragraph shall become effective
immediately  after the effective  date of such event  retroactive  to the record
date, if any, for such event.

(15) Reorganization,  Reclassification,  Merger, Consolidation or Disposition of
Assets. In case the Company shall reorganize its capital, reclassify its capital
stock,  consolidate or merge with or into another corporation (where the Company
is not the surviving  corporation or where there is a change in or  distribution
with respect to the Common Stock of the Company), or sell, transfer or otherwise
dispose of all or substantially all its property,  assets or business to another
corporation and, pursuant to the terms of such reorganization, reclassification,
merger,  consolidation  or disposition of assets,  shares of common stock of the
successor  or  acquiring  corporation,  or any  cash,  shares  of stock or other
securities  or property of any nature  whatsoever  (including  warrants or other
subscription  or purchase  rights) in addition to or in lieu of common  stock of
the successor or acquiring corporation ("Other Property"), are to be received by
or distributed to the holders of Common Stock of the Company,  then Holder shall
have the right thereafter to receive,  upon exercise of this Warrant, the number
of shares of common stock of the  successor or acquiring  corporation  or of the
Company, if it is the surviving corporation,  and Other Property receivable upon


                                       3
<PAGE>

or as a result of such reorganization,  reclassification,  merger, consolidation
or disposition of assets by a holder of the number of shares of Common Stock for
which this Warrant is exercisable  immediately  prior to such event.  In case of
any such reorganization,  reclassification, merger, consolidation or disposition
of assets,  the successor or acquiring  corporation  (if other than the Company)
shall expressly  assume the due and punctual  observance and performance of each
and every covenant and condition of this Warrant to be performed and observed by
the Company and all the obligations and liabilities  hereunder,  subject to such
modifications  as may be deemed  appropriate  (as  determined  in good  faith by
resolution  of the Board of  Directors  of the  Company) in order to provide for
adjustments  of shares of Common  Stock for which this  Warrant  is  exercisable
which shall be as nearly  equivalent as practicable to the adjustments  provided
for in this Section 15. For purposes of this  Section 15,  "common  stock of the
successor or acquiring  corporation"  shall include stock of such corporation of
any class which is not  preferred as to dividends or assets over any other class
of stock of such  corporation  and which is not subject to redemption  and shall
also include any evidences of indebtedness,  shares of stock or other securities
which  are  convertible  into  or  exchangeable  for  any  such  stock,   either
immediately  or upon the  arrival  of a  specified  date or the  happening  of a
specified  event and any warrants or other  rights to subscribe  for or purchase
any such stock.  The  foregoing  provisions  of this Section 15 shall  similarly
apply to successive reorganizations,  reclassifications, mergers, consolidations
or disposition of assets.

(16) Notice of  Adjustment.  Whenever the number of Warrant  Shares or number or
kind of  securities  or other  property  purchasable  upon the  exercise of this
Warrant or the Exercise Price is adjusted, as herein provided, the Company shall
promptly mail by registered or certified mail, return receipt requested,  to the
holder of this Warrant notice of such  adjustment or  adjustments  setting forth
the number of Warrant Shares (and other securities or property) purchasable upon
the exercise of this Warrant and the Exercise  Price of such Warrant Shares (and
other  securities  or property)  after such  adjustment,  setting  forth a brief
statement  of  the  facts  requiring  such  adjustment  and  setting  forth  the
computation by which such  adjustment was made.  Such notice,  in the absence of
manifest  error,  shall  be  conclusive  evidence  of the  correctness  of  such
adjustment.

(17) Notice of Corporate Action. If at any time:

      (a) the Company shall take a record of the holders of its Common Stock for
      the purpose of entitling them to receive a dividend or other distribution,
      or  any  right  to  subscribe   for  or  purchase  any  evidences  of  its
      indebtedness,  any shares of stock of any class or any other securities or
      property, or to receive any other right, or

      (b)  there  shall  be  any  capital  reorganization  of the  Company,  any
      reclassification  or  recapitalization of the capital stock of the Company
      or any consolidation or merger of the Company with, or any sale,  transfer
      or other disposition of all or substantially  all the property,  assets or
      business of the Company to, another corporation or,

      (c) there shall be a voluntary or involuntary dissolution,  liquidation or
      winding up of the Company;

then, in any one or more of such cases,  the Company shall give to Holder (i) at
least 10 days' prior written  notice of the date on which a record date shall be
selected for such  dividend,  distribution  or right and (ii) in the case of any
such reorganization,  reclassification,  merger, consolidation,  sale, transfer,
disposition,  dissolution,  liquidation  or winding  up, at least 10 days' prior
written  notice of the date  when the same  shall  take  place.  Such  notice in
accordance  with the  foregoing  clause also shall specify (1) the date on which
any such record is to be taken for the purpose of such dividend, distribution or
right,  the date on which the  holders of Common  Stock shall be entitled to any
such dividend,  distribution or right, and the amount and character thereof, and
(2)  the  date on  which  any  such  reorganization,  reclassification,  merger,
consolidation, sale, transfer, disposition,  dissolution, liquidation or winding
up is to take place and the time,  if any such time is to be fixed,  as of which
the holders of Common Stock shall be entitled to exchange their shares of Common
Stock for  securities  or other  property  deliverable  upon  such  disposition,
dissolution,  liquidation  or winding  up.  Each such  written  notice  shall be
sufficiently  given if  addressed  to  Holder  at the  last  address  of  Holder
appearing on the books of the Company and delivered in  accordance  with Section
19(d).



                                       4
<PAGE>

(18) Authorized Shares. The Company covenants that during the period the Warrant
is outstanding,  it will reserve from its authorized and unissued Common Stock a
sufficient  number of shares to provide for the  issuance of the Warrant  Shares
upon the exercise of any purchase rights under this Warrant. The Company further
covenants that its issuance of this Warrant shall  constitute  full authority to
its officers who are charged with the duty of executing  stock  certificates  to
execute and issue the  necessary  certificates  for the Warrant  Shares upon the
exercise of the purchase  rights under this  Warrant.  The Company will take all
such  reasonable  action as may be necessary to assure that such Warrant  Shares
may be issued as provided  herein  without  violation of any  applicable  law or
regulation, or of any requirements of the Principal Market upon which the Common
Stock may be listed.

            The Company shall not by any action, including,  without limitation,
amending its articles of incorporation or through any  reorganization,  transfer
of assets,  consolidation,  merger, dissolution,  issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant,  but will at all times in good faith assist
in the  carrying  out of all such terms and in the taking of all such actions as
may be  necessary  or  appropriate  to  protect  the  rights of  Holder  against
impairment.  Without limiting the generality of the foregoing,  the Company will
(a) not increase the par value of any shares of Common Stock receivable upon the
exercise of this Warrant  above the amount  payable  therefor upon such exercise
immediately prior to such increase in par value, (b) take all such action as may
be  necessary or  appropriate  in order that the Company may validly and legally
issue fully paid and  nonassessable  shares of Common Stock upon the exercise of
this Warrant,  and (c) use  commercially  reasonable  efforts to obtain all such
authorizations,  exemptions or consents from any public  regulatory  body having
jurisdiction  thereof as may be  necessary  to enable the Company to perform its
obligations under this Warrant.

            Before  taking any action which would result in an adjustment in the
number of shares of Common Stock for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such  authorizations  or exemptions
thereof,  or consents  thereto,  as may be necessary from any public  regulatory
body or bodies having jurisdiction thereof.

(19) Miscellaneous.

      (a)  Jurisdiction.  This Warrant  shall be binding upon any  successors or
      assigns of the Company. This Warrant shall constitute a contract under the
      laws of New York,  without  regard to its conflict of law,  principles  or
      rules,  and be subject to  arbitration  pursuant to the terms set forth in
      the Purchase Agreement.

      (b) Restrictions.  The holder hereof  acknowledges that the Warrant Shares
      acquired upon the exercise of this Warrant,  if not registered,  will have
      restrictions upon resale imposed by state and federal securities laws.

      (c)  Nonwaiver.  No course of dealing or any delay or failure to  exercise
      any right  hereunder  on the part of Holder  shall  operate as a waiver of
      such right or otherwise  prejudice  Holder's  rights,  powers or remedies,
      notwithstanding all rights hereunder terminate on the Termination Date.

      (d) Notices.  Any notice,  request or other document required or permitted
      to be given or  delivered  to the holder  hereof by the  Company  shall be
      delivered  in  accordance  with  the  notice  provisions  of the  Purchase
      Agreement.

      (e)  Limitation  of  Liability.  No  provision  hereof,  in the absence of
      affirmative  action by Holder to purchase  shares of Common Stock,  and no
      enumeration  herein of the rights or  privileges of Holder  hereof,  shall
      give rise to any liability of Holder for the purchase  price of any Common
      Stock or as a  stockholder  of the  Company,  whether  such  liability  is
      asserted by the Company or by creditors of the Company.

      (f) Remedies. Holder, in addition to being entitled to exercise all rights
      granted  by law,  including  recovery  of  damages,  will be  entitled  to
      specific performance of its rights under this Warrant.

      (g) Successors and Assigns.  Subject to applicable  securities  laws, this
      Warrant and the rights and obligations evidenced hereby shall inure to the
      benefit of and be  binding  upon the  successors  of the  Company  and the
      successors and permitted assigns of Holder. The provisions of this Warrant
      are  intended to be for the  benefit of all  Holders  from time to time of
      this  Warrant  and shall be  enforceable  by any such  Holder or holder of
      Warrant Shares.



                                       5
<PAGE>

      (h)  Amendment.  This Warrant may be modified or amended or the provisions
      hereof waived with the written consent of the Company and the Holder.

      (i) Severability.  Wherever possible, each provision of this Warrant shall
      be  interpreted  in  such  manner  as  to be  effective  and  valid  under
      applicable  law, but if any  provision of this Warrant shall be prohibited
      by or invalid under applicable law, such provision shall be ineffective to
      the extent of such  prohibition or invalidity,  without  invalidating  the
      remainder of such provisions or the remaining provisions of this Warrant.

      (j) Headings. The headings used in this Warrant are for the convenience of
      reference  only and shall not, for any  purpose,  be deemed a part of this
      Warrant.

            IN  WITNESS  WHEREOF,  the  Company  has caused  this  Warrant to be
      executed by its officer thereunto duly authorized.


Dated: January 7, 2003

                                    BIOPHAN TECHNOLOGIES, INC.



                                    By:
                                       ---------------------------------------
                                        Robert J. Wood, Chief Financial Officer

AGREED TO AND ACCEPTED BY:

900 Midtown Investments

By:
   ------------------------------------------


                                       6
<PAGE>


                               NOTICE OF EXERCISE



To:      Biophan Technologies, Inc.
         150 Lucius Gordon Drive, Suite 215
         West Henrietta, New York 14586


The undersigned  hereby elects to purchase  ________ shares of Common Stock (the
"Common  Stock")  of Biophan  Technologies,  Inc.  pursuant  to the terms of the
attached  Warrant,  and tenders  herewith payment of the exercise price in full,
together with all applicable transfer taxes, if any.

Please issue a certificate or  certificates  representing  said shares of Common
Stock in the  name of the  undersigned  or in such  other  name as is  specified
below:


                  --------------------------------------------
                  (Name)

                  --------------------------------------------
                  (Address)

                  --------------------------------------------




Dated:

                                        900 Midtown Investments

                                        By:
                                           -------------------------------------
                                           Signature


                                       7
<PAGE>


                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)



            FOR VALUE RECEIVED,  the foregoing  Warrant and all rights evidenced
thereby are hereby assigned to


_______________________________________________ whose address is


---------------------------------------------------------------.


---------------------------------------------------------------

                                                Dated:  ______________, _______


                           Holder's Signature: _____________________________

                           Holder's Address:_____________________________

                                               -----------------------------



Signature Guaranteed:  ___________________________________________




NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Warrant,  without  alteration or  enlargement  or any
change whatsoever,  and must be guaranteed by a bank or trust company.  Officers
of  corporations  and  those  acting  in an  fiduciary  or other  representative
capacity  should  file  proper  evidence of  authority  to assign the  foregoing
Warrant.



                                       8