EXHIBIT 10.2

                           BIOPHAN TECHNOLOGIES, INC.
                       150 Lucius Gordon Drive, Suite 215
                         West Henrietta, New York 14586

December 21,2005

Myotech, LLC
150 Lucius Gordon Drive
Suite 218
West Henrietta, NY 14586

            Re: Amendment and Waiver of Certain Conditions to Closing

Ladies & Gentlemen:

            Reference is hereby made to that certain Securities Purchase
Agreement (the "Agreement"'), dated as of November 30,2005, by and among Biophan
Technnologies, Inc., a New York corporation (the "Purchaser") and Myotech, LLC,
a New York limited liability company (the "Company"). Capitalized terms used and
not otherwise defined herein are used as defined in the Agreement.

            1. Pursuant to Section 2.1 (m) of the Agreement, the obligation of
the Purchaser to consummate the transactions contemplated by the Agreement to be
consummated at the Closing is subject to the Company having entered into a
two-year employment agreement with Jeffrey L. Helfer. Notwithstanding this
condition, the Company has not entered into a two- year employment agreement
with Mr. Helfer. The Company therefore requests that the condition to Closing
set forth in Sections 2.1(m) of the Agreement be waived by the Purchaser. By its
signature hereto, the Purchaser hereby acknowledges and agrees to such request.

            Notwithstanding the foregoing, the Company and the Purchaser
acknowledge that the Purchaser has entered into a two-year employment agreement
with Mr. Helfer which will be assigned to and become the obligation of the
Company under certain circumstances.

            2. Section 1.1 is amended to change "7,977,000" to "8,142,622."

            3. Section 1.2(a) is amended to change (i) "802,568" to "811,037"
and (ii) "2.8035" to "$2.7434."

            4. Section 1.2(b) is amended to change (i) "4,923,020" to
"4,923,080", (ii) "3,687,719" to "3,768,488" and (iii) "738,453" to "659,485."

            5. Section 1.2(c) is amended to change "$2.8035" to "$2.7434."

            6. Section 2.2 is amended to change "3,486,713" to "3,563,097."

            7. Section 2.2(a) is amended to change (i) "1,239,522" to "
1,266,676" and (ii) "2.8035" to "$2.7434."

            8. Section 2.2(b) is amended to change (i) "1,355,449" to
"1,385,143" and (ii) "2.8035" to "$2.7434." ^

<PAGE>

            9. Section 2.2(c) is amended to change (i) "891,742" to "911,278"
and (ii) "2.8035" to "$2.7434.'V

            10. Section 2.3 is amended to change "2.8035" to "$2.7434."

            11. Section 2,4 (a) is amended to change "2.8035" to "$2.7434."

            12. Sections 2.4(b) and 2.4{c) of the Purchase Agreement are hereby
deleted in their entirety and replaced with the following:

            "Upon a Non-Election or Funding Default, the Purchaser agrees to
consent to an exception to the Lock-Up Agreement whereby the Company shall be
permitted to sell (i) up to such number of shares of Purchaser Common Stock that
is equal to the amount necessary to fund operating expenses for a six-month
period divided by the closing price per share of Purchaser Common Stock on such
Non-Election date or Funding Default date, as the case may be, through a broker
who is selected by the Purchaser, and such sales shall be spread over a 120-day
period (the "Initial Period") and in accordance with applicable security laws
and (ii) following the Initial Period, up to such number of shares of Purchaser
Common Stock that is equal to the unfunded portion of the Commitments (less the
number of shares sold in the Initial Period) divided by the closing price per
share of Purchaser Common Stock on such Non-Election date or Funding Default
date, as the case may be, through a broker who is selected by the Purchaser, and
such sales shall be made on a monthly basis in order for the Company to keep a
six-month reserve for operating expenses as identified in the operating budget
attached to the Agreement as Exhibit F, and in accordance with applicable
security laws.

            13. Section 2.4(d) is amended to change (i) "1,843,860" to
"1,884,244" and (ii) "1.335 ($2.8035 divided by $2.10)" to "1.306 ($2.7434
divided by $2.10)."

            14. Section 7 is amended to change "738,453" to "659,485."

            15. The modifications set forth herein are effective solely for the
purposes set forth herein and shall be limited precisely as written, and shall
not be deemed to (a) be a consent to any amendment, waiver or modification of
any other term or condition of the Agreement orany other ancillary agreement, or
of any other instrument or agreement referred to therein, or (b) prejudice any
right or remedy that the Purchaser may now have or may have in the future under
or in connection with the Agreement or any other ancillary agreement, or of any
other instrument or agreement referred to therein. The parties hereto
acknowledge and agree that this letter agreement is executed in connection with
the Agreement and shall (unless otherwise expressly indicated herein) be
construed, administered and applied in accordance with the terms and provisions
thereof.

            16. This Agreement shall be governed by and construed in accordance
with the internal Laws of the State of New York applicable to parties residing
in New York, without regard to applicable principles of conflicts of law. All
matters arising out of or relating to this letter agreement and the transactions
contemplated hereby (including its interpretation, construction, performance and
enforcement) shall be governed by and construed in accordance with the internal
Laws of the State of New York applicable to parties residing in New York,
without regard to applicable principles of conflicts of law.

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            This letter agreement may be executed in two or more counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument. This letter agreement may be executed by
facsimile signature.

            Very Truly Yours,

                                                  BIOPHAN TECHNOLOGIES, INC.


                                                  By: /s/ Robert J. Wood
                                                      ------------------
                                                      Name:  ROBERT J. WOOD
                                                             --------------
                                                      Title: CFO
                                                             ---


ACKNOWLEDGED AND AGREED:

MYOTECH, LLC.


By: /s/ Jeffrey Helfer
    ------------------
    Name:  Jeffrey Helfer
           --------------
    Title: PRESIDENT
           ---------


                  Signature page to Amendment and Waiver Letter