Exhibit 4.2
                   FIRST AMENDMENT TO LINE OF CREDIT AGREEMENT


      THIS FIRST AMENDMENT TO LINE OF CREDIT AGREEMENT (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  "Borrower"),  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 "Lender").

                                    RECITALS:

      WHEREAS,  Borrower  executed  a  certain  Line of  Credit  Agreement  (the
"Agreement"), dated May 27, 2005; and

      WHEREAS,  Borrower and Lender desire to amend the Agreement 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, Borrower and Lender hereby agree as follows:

      1. Section 1 of the Agreement is deleted in its entirety and replaced with
the following:

            "1.  COMMITMENT.  The Lender agrees to make loans to the Borrower at
      any time during this  Agreement and prior to the  Termination  Date, in an
      aggregate  principal  amount up to but not exceeding the sum of $2,000,000
      at any one time outstanding (the "Commitment").  Advances (the "Advances")
      shall be requested and made in accordance  with the terms of Section 10(a)
      hereof.  During  this  period,  the  Borrower  may use the  Commitment  by
      borrowing,  paying,  renewing  or  prepaying  the  outstanding  balance as
      reflected by this Agreement, in whole or in part, and reborrowing,  all in
      accordance  with the terms and conditions  hereof.  The  Commitment  shall
      extend through August 31, 2006, which date shall be the Termination  Date.
      During  the  term  of the  Commitment,  Borrower's  obligations  shall  be
      represented  by the  Lender's  Convertible  Promissory  Note  in the  form
      attached hereto as Exhibit A (the "Note")."

      2.    From and after the date of this First  Amendment,  all references to
            the Agreement shall mean the Agreement, 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 Agreement  remains  unmodified and in
            full force and effect.

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



                                BORROWER:

                                BIOPHAN TECHNOLOGIES, INC.


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


                                LENDER:

                                BIOMED SOLUTIONS, LLC


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