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 deleted in its entirety and replaced  with the
following:

            "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 on or after  August  31,
      2006.  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.    From and after the date of this First  Amendment,  all references to
            the Note shall mean the Note, as amended hereby.

      3.    This  First  Amendment  shall  be  governed  by,  and  construed  in
            accordance  with,  the  laws of the  State  of New  York,  including
            matters of construction,  validity and  performance,  without giving
            effect to principles of conflicts of law.

      4.    Except as amended  hereby,  the Note remains  unmodified and in full
            force and effect.


                           [Signature Page to Follow]


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      IN WITNESS WHEREOF,  the undersigned have executed this First Amendment as
of the date first above written.



                                DEBTOR:

                                BIOPHAN TECHNOLOGIES, INC.


                                By:    /s/ Guenter Jaensch
                                       ---------------------------------
                                Name:  Guenter Jaensch
                                       ---------------------------------
                                Title: Chairman of the Board
                                       ---------------------------------


                                CREDITOR:

                                BIOMED SOLUTIONS, LLC


                                By:    /s/ Michael Weiner
                                       ---------------------------------
                                Name:  Michael Weiner
                                       ---------------------------------
                                Title: CEO
                                       ---------------------------------