Exhibit 4.5

                                 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.






          Agreement and Warrant to Purchase ____________ Common Shares
                                       of
                           BIOPHAN TECHNOLOGIES, INC.




            This certifies  that, for value  received,  __________________,  the
registered  holder hereof, or his assigns (the  "Warrantholder")  is entitled to
purchase  from  Biophan  Technologies,  Inc.,  a  Nevada  corporation  with  its
principal office at 150 Lucius Gordon Drive, Suite 215, West Henrietta, New York
14586 (the  "Company")  _________________  shares of common stock of the Company
(the "Shares") at or before 5:00 p.m.  Eastern Standard Time on July 30, 2007 at
the  purchase  price per share of $1.00 (the  "Warrant  Price"),  subject to the
following terms and conditions.  The number of Shares  purchasable upon exercise
of this Warrant and the Warrant  Price per Share shall be subject to  adjustment
from time to time as set forth herein.

1. Exercise.  This Warrant may be exercised in whole or in part by  presentation
of this Warrant with the Purchase  Form as attached  hereto duly  completed  and
executed,  together with payment of the Warrant Price at the principal office of
the Company.  Payment of the Warrant Price may be made in cash, by wire transfer
or by check.  Upon surrender of the Warrant and payment of such Warrant Price as
aforesaid, the Company shall issue and cause to be delivered with all reasonable
dispatch to or upon the written order of the  Warrantholder  and in such name or
names as the  Warrantholder  may designate a certificate or certificates for the
number of full Shares so purchased  upon the  exercise of the Warrant,  together
with  Fractional  Warrants,  as provided in Section 8 hereof,  in respect of any
fractional  Shares otherwise  issuable upon such surrender.  Such certificate or
certificates shall be deemed to have been issued and any person so designated to
be named  therein  shall be  deemed  to have  become a holder  of record of such
Shares as of the date of the  surrender  of the  Warrant  and the payment of the
Warrant Price, as aforesaid,  notwithstanding that the certificates representing
the Shares shall not  actually  have been  delivered or that the stock  transfer
books of the Company shall then be closed. The Warrant shall be exercisable,  at
the election of the  Warrantholder,  either in full or from time to time in part
and, in the event that a  certificate  evidencing  the Warrant is  exercised  in
respect  of less than all of the Shares  specified  therein at any time prior to
the Termination Date, a new certificate evidencing the remaining Warrant will be
issued by the Company.

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<PAGE>

2. Reservation of Shares. There has been reserved,  and the Company shall at all
times keep  reserved  so long as the  Warrant  remains  outstanding,  out of its
authorized Common Shares,  such number of Shares as shall be subject to purchase
under  the  Warrant.  Every  transfer  agent  for the  Common  Shares  and other
securities  of the Company  issuable  upon the  exercise of the Warrant  will be
irrevocably  authorized  and  directed  at all times to reserve  such  number of
authorized  Shares and other  securities as shall be requisite for such purpose.
The Company will keep a copy of this Warrant on file with every  transfer  agent
for the Common  Shares and other  securities  of the Company  issuable  upon the
exercise of the Warrant.  The Company will supply such transfer  agent with duly
executed stock and other certificates for such purpose.

3. Further  Obligations  of Company.  The Company  covenants and agrees that all
Shares  which  may be  delivered  upon  exercise  of this  Warrant  shall,  upon
delivery,  be fully paid and  non-assessable,  and be free from all taxes, liens
and charges with respect to the purchase thereof hereunder, and without limiting
the generality of the foregoing,  the Company covenants and agrees that it shall
from time to time take all such  action as may be  necessary  to assure that the
par value per share of the Common  Shares is at all times  equal to or less than
the then current Warrant Price per share of the Common Shares issuable  pursuant
to this Warrant.

4.  Registration  and Transfer.  The Warrant shall be registered on the books of
the  Company  when  issued  and shall be  transferable  only on the books of the
Company  maintained at its principal office in Rochester,  New York, or wherever
its principal executive offices may then be located,  upon delivery thereof duly
endorsed by the Warrantholder or its duly authorized attorney or representative,
or  accompanied  by proper  evidence of  succession,  assignment or authority to
transfer.  Upon any  registration  or transfer,  the Company  shall  execute and
deliver a new Warrant to the person entitled thereto.  Notwithstanding any other
provision  hereof,  this Warrant may not be transferred to any person other than
an  affiliate  of  Warrantholder  without  the  express  written  consent of the
Company.

5. Exchange of Warrant  Certificate.  This Warrant  certificate may be exchanged
for another certificate or certificates  entitling the Warrantholder to purchase
a like aggregate number of Shares as the certificate or certificates surrendered
then  entitled the  Warrantholder  to purchase.  The  Warrantholder  desiring to
exchange a Warrant  certificate  shall make such request in writing delivered to
the Company, and shall surrender,  properly endorsed, the certificate evidencing
the Warrant to be so exchanged. Thereupon, the Company shall execute and deliver
to the person entitled thereto a new Warrant certificate as so requested.

6. Adjustment of Warrant Price and Number of Shares.

      6.1.  General.  The number of Shares  purchasable upon the exercise of the
      Warrant and the Warrant Price shall be subject to adjustment  from time to
      time upon the happening of certain events, as follows:


            6.1.1.  In case the Company shall,  with regard to its Common Shares
            (or securities  convertible  into or exchangeable for Common Shares)
            (a) pay a dividend in Common Shares or make a distribution in Common
            Shares,  (b) subdivide its outstanding  Common Shares into a greater
            number of Shares,  (c) combine its outstanding  Common Shares into a
            smaller number of Common Shares, or (d) issue by reclassification of
            its Common  Shares other  securities  of the Company,  the number of
            Shares  purchasable upon exercise of the Warrant  immediately  prior
            thereto  shall  be  adjusted  so that  the  Warrantholder  shall  be
            entitled  to  receive  the  kind  and  number  of  Shares  or  other
            securities  of the  Company  which it would have owned or would have
            been  entitled to receive  after the  happening of any of the events
            described above, had the Warrant been exercised immediately prior to
            the happening of such event or any record date with respect thereto.
            Any  adjustment  made  pursuant  to  this  subsection  shall  become
            effective  immediately  after  the  effective  date  of  such  event
            retroactive to the record date, if any, for such event.


            6.1.2.  In case the Company shall fix a record date for the issuance
            of rights or warrants to all holders of Common Shares entitling them
            for a period  expiring  within  forty-five (45) calendar days (after
            such record date) to subscribe  for or purchase  Common  Shares at a
            price per share of Common  Shares  less than the  Closing  Price per
            share of Common Shares on such record date,  the Warrant Price to be
            in effect after such record date shall be determined by  multiplying
            the Warrant Price in effect immediately prior to such record date by
            a fraction,  of which the numerator shall be the number of shares of
            Common  Shares  outstanding  on such  record date plus the number of
            shares of Common  Shares which the aggregate  offering  price of the
            total  number  of shares of  Common  Shares so to be  offered  would
            purchase at such Closing Price and of which the denominator shall be
            the number of shares of Common  Shares  outstanding  on such  record
            date plus the  number of  additional  shares of Common  Shares to be
            offered for subscription or purchase.  Shares of Common Shares owned
            by or held  for the  account  of the  Company  shall  not be  deemed
            outstanding   for  the  purpose  of  any  such   computation.   Such
            adjustments shall be made successively  whenever such record date is
            fixed;  and in the event  that such  rights or  warrants  are not so
            issued,  the Warrant Price shall again be adjusted to be the Warrant
            Price which would then be in effect if such record date had not been
            fixed.




                                       2
<PAGE>

            6.1.3. In case the Company shall fix a record date for the making of
            a  distribution  to all  holders  of Common  Shares  (including  any
            distribution  made in connection with a  consolidation  or merger in
            which the  Company is the  continuing  corporation)  of  evidence of
            indebtedness   or  assets   (other  than  cash   dividends  or  cash
            distributions payable out of consolidated earnings or earned surplus
            or dividends  payable in Common  Shares) or  subscription  rights or
            warrants (excluding those referred to in Section 6.1.2), the Warrant
            Price to be in effect after such record date shall be  determined by
            multiplying  the Warrant Price in effect  immediately  prior to such
            record  date by a  fraction  of  which  the  numerator  shall be the
            Closing Price per shares of Common Shares on such record date,  less
            the fair market  value (as  determined  by the Board of Directors of
            the Company, whose determination shall be conclusive absent manifest
            error) of the portion of the assets or evidences of  indebtedness so
            to be  distributed  or  of  such  subscription  rights  or  warrants
            applicable   to  one  share  of  Common  Shares  and  of  which  the
            denominator  shall be the Closing Price per share of Common  Shares.
            Such adjustments shall be made  successively  whenever such a record
            date is fixed;  and in the event  that such  distribution  is not so
            made,  the  Warrant  Price shall again be adjusted to be the Warrant
            Price which would then be in effect if such record date had not been
            fixed.


            6.1.4. No adjustment in the number of Shares  purchasable  hereunder
            shall be required unless such  adjustment  would require an increase
            or  decrease  of at least one  percent  in the  aggregate  number of
            Shares then purchasable  upon the exercise of the Warrant;  provided
            however,  that any adjustments which by reason of this Section 6.1.4
            are not required to be made immediately shall be carried forward and
            taken into account in any subsequent adjustment.




                                       3
<PAGE>

            6.1.5.  Whenever the number of Shares  purchasable upon the exercise
            of the  Warrant is adjusted as herein  provided,  the Warrant  Price
            payable  upon   exercise  of  the  Warrant   shall  be  adjusted  by
            multiplying such Warrant Price  immediately prior to such adjustment
            by a fraction,  of which the numerator shall be the number of Shares
            purchasable  upon the exercise of the Warrant  immediately  prior to
            such adjustment, and of which the denominator shall be the number of
            shares so purchasable immediately  thereafter.  Whenever the Warrant
            Price  is  adjusted  as  herein  provided,   the  number  of  Shares
            purchasable  upon the  exercise of the Warrant  shall be adjusted so
            that thereafter the Warrant shall evidence the right to purchase, at
            the  adjusted  Warrant  Price,  that  number of Shares  obtained  by
            multiplying  the number of Shares  converted by the Warrant Price in
            effect immediately prior to such adjustment and dividing the product
            so obtained by the Warrant  Price in effect  immediately  after such
            adjustment.


            6.1.6.  Whenever the number of Shares  purchasable upon the exercise
            of this Warrant or the Warrant Price is adjusted as herein provided,
            the Company shall cause to be promptly  mailed to the  Warrantholder
            in accordance  with the  provisions of Section 10 hereof,  notice of
            such  adjustment  or  adjustments  and a  certificate  of a firm  of
            independent public accountants selected by the Board of Directors of
            the  Company  (who may be the  regular  accountants  employed by the
            Company)  setting  forth the number of Shares  purchasable  upon the
            exercise of the Warrant and the Warrant Price after such adjustment,
            a brief  statement of the facts requiring such  adjustment,  and the
            computation by which such adjustment was made.


            6.1.7. For the purpose of this Section 6.1, the term "Common Shares"
            shall mean (a) the class of shares  designated as (or convertible or
            exercisable  for) the  Common  Shares of the  Company at the date of
            this  Agreement,  or (b) any other  class of shares  resulting  from
            successive  changes  or  reclassifications  of  such  Common  Shares
            including  changes in par value,  or from par value to no par value,
            or from no par value to par value. In the event that at any time, as
            a result of an  adjustment  made  pursuant  to this  Section  7, the
            Warrantholder  shall  become  entitled to purchase any shares of the
            Company  other than  Common  Shares,  thereafter  the number of such
            other  shares so  purchasable  upon  exercise of the Warrant and the
            Warrant  Price of such shares  shall be subject to  adjustment  from
            time to time in a  manner  and on  terms  as  nearly  equivalent  as
            practicable to the provisions  with respect to the Shares  contained
            in this Section 6.



                                       4
<PAGE>

      6.2. No  Adjustment  of  Dividends.  Except as provided in Section 6.1, no
      adjustment in respect of regular cash  dividends  shall be made during the
      term of the Warrant or upon the exercise of the Warrant.

      6.3.    Preservation    of   Purchase    Rights    upon    Reorganization,
      Reclassification,  Consolidation,  Merger,  etc.  In case  of any  capital
      reorganization or reclassification of the Common Shares of the Company, or
      in case of any  consolidation of the Company with or merger of the Company
      into another  corporation  or in case of any sale or conveyance to another
      person of the  property,  assets or business of the Company as an entirety
      or  substantially  as an  entirety,  the  Company  or  such  successor  or
      purchaser,  as the case may be, shall  execute with the  Warrantholder  an
      agreement  that the  Warrantholder  shall have the right  thereafter  upon
      payment of the Warrant Price in effect immediately prior to such action to
      purchase  upon  exercise  of the Warrant the kind and amount of shares and
      other  securities  and  property  which it would  have  owned or have been
      entitled  to  receive  after  the  happening  of  such  reorganization  or
      reclassification,  consolidation,  merger,  sale  or  conveyance  had  the
      Warrant been exercised immediately prior to such action. In the event of a
      merger  described in Section  368(a)(2)(E) of the Internal Revenue Code of
      1986, as amended, in which the Company is the surviving  corporation,  the
      right to purchase  Shares under the Warrant shall terminate on the date of
      such merger and  thereupon the Warrant shall become null and void but only
      if the controlling  corporation  shall agree to substitute for the Warrant
      its  warrant  which  entitles  the  holder  thereof to  purchase  upon its
      exercise the kind and amount of shares and other  securities  and property
      which it would have owned or had been  entitled to receive had the Warrant
      been exercised  immediately prior to such merger. The adjustments required
      by this Section 6.3 shall be effected in a manner which shall be as nearly
      equivalent as may be practicable to the adjustments provided for elsewhere
      in this  Section 6. The  provisions  of this  Section 6.3 shall  similarly
      apply to successive consolidations, mergers, sales or conveyances.

      6.4. Statement on Warrants. Irrespective of any adjustments in the Warrant
      Price or the number or kind of Shares purchasable upon the exercise of the
      Warrant, the Warrant certificate or certificates theretofore or thereafter
      issued  may  continue  to  express  the same  price and number and kind of
      Shares as are stated in this initially issued Warrant.

7.  Fractional  Shares.  The Company  shall not be required to issue  fractional
Shares on the exercise of the Warrant.  If any fraction of a Share would, except
for the provisions of this Section 7, be issuable on the exercise of the Warrant
(or specified portion  thereof),  the Company shall issue to the Warrantholder a
fractional Warrant entitling Warrantholder, upon surrender with other fractional
Warrants  aggregating one or more full Shares,  to purchase such full Shares. If
fractional  Warrants do not aggregate a full Share,  their value (over and above
their  exercise  price)  shall  be paid in full  in cash  upon  exercise  to the
exercising Warrantholder.

8. No Rights as Shareholder; Notices to Warrantholder. Nothing contained in this
Agreement or in any of the Warrants  shall be construed as  conferring  upon the
Warrantholder  or its  transferees  any rights as a shareholder  of the Company,
including the right to vote, receive  dividends,  or consent as a shareholder in
respect of any meeting of  shareholders  for the  election of  directors  of the
Company or any other  matter.  However,  the  Company  shall be required to give
notice in writing to the  Warrantholder  of any meeting of  shareholders  of the
Company or any  proposed  consent of the  shareholders  as provided in Section 9
hereof at least twenty (20) days prior to the date fixed as a record date or the
date of closing the transfer  books for the  determination  of the  shareholders
entitled to any relevant dividend,  distribution,  subscription  rights or other
rights or for the  determination  of  shareholders  entitled to vote at any such
meeting or as to which any consent is requested.  Such notice shall specify such
record date or the date of closing the transfer books, as the case may be.


                                       5
<PAGE>

9.  Notices.  Any notice  pursuant  to this  Agreement  by the Company or by the
Warrantholder shall be in writing and shall be deemed to have been duly given if
delivered  by hand or if mailed by certified  mail,  return  receipt  requested,
postage prepaid, addressed as follows:

      9.1. If to the  Warrantholder  - addressed  to Mr.  Steven  Kessler,  1102
      Meadowbrook Road, North Merrick, NY 11566.

      9.2. If to the  Company - addressed  to Biophan  Technologies,  Inc.,  150
      Lucius Gordon Drive, Suite 215, West Henrietta, New York 14586, Attention:
      Robert J. Wood,  Secretary,  or to such other  addresses as any such party
      may designate by notice to the other party.



      Notices shall be deemed given at the time they are delivered personally or
      three (3) days after they are mailed in the manner set forth above.

10. Successors. All the covenants and provisions of this Agreement by or for the
benefit of the Company or the Warrantholder  shall bind and inure to the benefit
of their respective successors and assigns hereunder.

11.  Merger or  Consolidation  of the  Company.  The  Company  will not merge or
consolidate with or into any other  corporation or sell all or substantially all
of its  property to another  person,  unless the  provisions  of Section 6.3 are
complied with.

12.  Applicable  Law. This Agreement shall be deemed to be a contract made under
the laws of the State of New York and for all  purposes  shall be  construed  in
accordance  with the laws of said State  applicable to contracts  made and to be
performed entirely within such State.

13. Counterparts.  This Agreement may be executed in counterparts, each of which
shall be deemed an original,  but all of which together shall constitute one and
the same instrument.

14. Headings. The headings in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this Agreement.



      IN WITNESS WHEREOF,  the Company has caused this Warrant to be executed by
its duly authorized officers and the corporate seal hereunto fixed.



                                          BIOPHAN TECHNOLOGIES, INC.


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

                                              Robert J. Wood, CFO

AGREED TO AND ACCEPTED BY:



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

                                       6
<PAGE>

                                  PURCHASE FORM



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


(1) 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.

(2) _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:



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


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