Exhibit 10.1

                         EXECUTIVE EMPLOYMENT AGREEMENT

      THIS  AGREEMENT is entered into with the intent that it be effective as of
November 9 2005, by and between Biophan  Technologies,  Inc.  ("BTI"),  a Nevada
corporation  having its principal  place of business at 150 Lucius Gordon Drive,
Suite 215, West  Henrietta,  New York 14586  ("Company")  and Darryl L. Canfield
("Executive"),  an individual residing at 32 Merryhill Lane, Pittsford, New York
14534.

1.    EMPLOYMENT RELATIONSHIP

      1.1.  Executive shall be and hereby is employed  initially in the capacity
            as set forth in Exhibit A, in consequence  whereof  Executive  shall
            faithfully, fully, and to the best of his ability perform and render
            such  services  and  perform  such  duties  for  Company as it shall
            direct,  and  Executive  shall  devote  his full  business  time and
            efforts to such services and duties.  The Executive may be permitted
            to engage in other revenue generating activity, provided it does not
            interfere  with his employment  with BTI, and further  provided that
            Executive  provides  prior  written  notice  to the  Company  of his
            intention  to engage in other  business  activity,  and the  Company
            reasonably  believes  that such  activity  will not compete with the
            business of the Company.

      1.2.  As compensation  for the performance of his duties,  Executive shall
            receive  an  annual  salary  in the  initial  amount as set forth in
            Exhibit A, such salary to be paid in regular  periodic  installments
            as the parties agree,  and  performance  bonuses as as may be agreed
            from time to time by BTI and Executive.

      1.3.  Executive shall be entitled to stock options as set forth in Exhibit
            A. In  addition  to the  options  set forth in Exhibit A,  Executive
            shall also be eligible to receive  additional  option  grants,  from
            time to time, pursuant to the Company's Stock Option Plan.

      1.4.  Executive shall be entitled to vacation time as set forth in Exhibit
            A.

      1.5.  Executive  shall be entitled to  participate  in all fringe  benefit
            programs  now or  hereafter  made  available  to any  other  persons
            employed in a similar capacity.

      1.6.  Company  shall  reimburse  Executive  for all  travel  and  business
            expenses  incurred by him,  which are  reasonable  and necessary for
            carrying on the business of the Company, and as such are approved by
            the Company.  Expenses  shall be reimbursed  after  presentation  by
            Executive of an itemized and documented  account of such expenses in
            form and  substance  satisfactory  to the  Company,  and  after  the
            Company  has  determined  that such  expenditures  were  reasonable,
            ordinary, necessary and approved.

      1.7.  The initial term of this Agreement shall be two (2) years, and shall
            automatically  renew for  subsequent  one (1) year terms unless this
            Agreement is otherwise terminated by either party in accordance with
            Section 3.

      1.8.  The  Company  shall  maintain  general  liability  insurance  and  a
            Directors' and Officers'  policy,  with coverage at least comparable
            to the  coverage in effect on the date this  Agreement  is signed by
            Executive.  Notwithstanding any provision herein to the contrary, it
            shall  not be a  breach  by the  Company  of this  Agreement  if the
            Company  changes its insurance  coverage,  provided that the Company
            delivers to Executive  prior  written  notice of any changes to said
            insurance policies that may adversely impact Executive.

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2.    COVENANTS BY EXECUTIVE

      2.1.  Upon  execution of this  Agreement,  Executive  shall enter into the
            Company's  Confidential  Information,  Invention and Non-Competition
            Agreement, a copy of which is attached hereto as Exhibit B.

3.    TERMINATION/SEVERANCE

      3.1.  The  Executive's  employment  hereunder may be  terminated  upon the
            occurrence of any of the following:

            (i)   the death of the Executive;

            (ii)  termination  by Executive upon thirty (30) days' notice to BTI
                  ("Voluntary Termination"),  or thirty (30) days' notice by BTI
                  to Executive ("Involuntary Termination");

            (iii) upon  the  permanent   disability   of  Executive;   the  term
                  "permanent  disability"  shall  mean no longer  being  able to
                  perform  the   essential   functions  of  the  position   with
                  reasonable accommodation;

            (iv)  at the Executive's discretion, within thirty (30) days after a
                  Change in Control in the Company. A Change of Control shall be
                  deemed to have occurred if:

                  (1)   there shall be consummated any  consolidation  merger or
                        stock-for-stock  exchange  involving  the Company or the
                        securities of the Company in which the holders of voting
                        securities  of the  Company  immediately  prior  to such
                        consummation  own,  as a group,  immediately  after such
                        consummation,  voting  securities  of the Company (or if
                        the Company  does not survive  such  transaction  voting
                        securities   of   the    corporation    surviving   such
                        transaction) having less than fifty percent (50%) of the
                        total  voting  power in an election of  directors of the
                        Company (or such other surviving corporation), excluding
                        securities  received  by any members of such group which
                        represent disproportionate percentage increases in their
                        shareholdings vis-a-vis the other members of such group.

                  (2)   "approved   directors"  shall  constitute  less  than  a
                        majority of the entire Board of Directors of the Company
                        with "approved directors" defined to mean the members of
                        the Board of  Directors of the Company as of the date of
                        this Agreement and any subsequently  elected members who
                        shall be  nominated  or  approved  by a majority  of the
                        approved  directors on the Board of the Company prior to
                        such election, or

                  (3)   there shall be consummated any sale, lease,  exchange or
                        other  transfer  (in  one  transaction  or a  series  of
                        related   transactions,    excluding   any   transaction
                        described  in  subdivision  (1),  above),   of  all,  or
                        substantially  all,  of the  assets of the  Company to a
                        party which is not controlled by or under common control
                        with the Company.

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            (v)   at the Executive's  discretion,  upon a significant  change in
                  the  Executive's  job  duties or  responsibilities,  where the
                  phrase  "Significant  Change In The  Executive's Job Duties Or
                  Responsibilities"  shall mean a material change in the type of
                  work Executive performs;

            (vi)  termination  of the  Executive's  employment  hereunder by the
                  Company  at any time for  "cause",  such  termination  to take
                  effect immediately upon written notice from the Company to the
                  Executive.

      3.2.  Cause.  For all purposes of this  Agreement,  the term "cause" shall
            mean the  occurrence of one or more of the following  events (i) the
            Executive  willfully refuses to obey reasonable and lawful orders of
            the CEO or the Board of Directors;  (ii) the Executive has willfully
            breached or habitually  neglected his duty and has failed to correct
            his  behavior  within  five (5) days  following  receipt  of written
            notice of such concerns; (iii) the Executive has been convicted in a
            court of law of a crime or  offense  which  involves  dishonesty  or
            fraud;  (iv)  the  Executive  has  breached  any of the  Executive's
            obligations  pursuant to this  Agreement;  or (v) the  Executive has
            committed an intentional tort against the Company or its Executives.

      3.3.  Severance for  Involuntary  Termination;  Disability or  Significant
            Changes  in  Job  Responsibilities.  In  the  event  of  Involuntary
            Termination of the Executive,  Disability or Significant  Changes in
            Job  Responsibilities,  the Company will pay the  Executive  (i) the
            unpaid  amount of the  Executive's  Base Salary  through the date of
            termination  as set forth in Exhibit A hereof,  as amended from time
            to time; and (ii) bonus compensation, if any, assuming written goals
            required  by the  bonus  plan are met,  or  would  likely  be met if
            Executive  remained  employed.  The details of the bonus payment and
            when it is  earned  and how it is  calculated  will be  outlined  in
            separate  agreement to be agreed upon by the Executive and the Board
            of Directors.  In addition the Executive shall have three (3) months
            from the date of  termination  to  exercise  his rights to  purchase
            stock in the Company  pursuant to any vested but unexercised  option
            or warrant agreement.  All payments made to the Executive  hereunder
            will be subject to all applicable employment and withholding taxes.

      3.4.  Severance  for Change in  Control.  In the event of  termination  of
            employment of the Executive due to a Change in Control,  the Company
            will pay the Executive (i) the unpaid amount of the Executive's Base
            Salary through the date of termination as set forth in Exhibit A, as
            amended from time to time; (ii) bonus compensation, if any, assuming
            written goals required by the bonus plan are met, or would likely be
            met if Executive remained employed (the details of the bonus payment
            and when it is earned and how it is  calculated  will be outlined in
            separate  agreement to be agreed upon by the Executive and the Board
            of Directors); and (iii) a severance payment equal to six (6) months
            of his then current salary, in three (3) equal installments with the
            first installment due and payable within fifteen (15) days following
            termination'  the second  installment  due and payable within thirty
            (30) days following  termination;  and the third installment due and
            payable within sixty (60) days following  termination.  In addition,
            the Executive will be immediately  vested in any warrants,  options,
            retirement  plans or agreements  then in effect and the Company will
            continue the Executive's  medical,  dental, and vision insurance for
            the  six (6)  month  period.  All  payments  made  to the  Executive
            hereunder  will  be  subject  to  all   applicable   employment  and
            withholding taxes.

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      3.5.  Termination  for Cause. In the event of the termination for Cause of
            the Executive,  all unexercised warrants and options, whether or not
            vested, shall be canceled and the Executive will not be eligible for
            severance  payments.  The  Company  shall pay to the  Executive  the
            unpaid  amount of the  Executive's  Base Salary  through the date of
            termination as set forth in Exhibit A.

      3.6.  Voluntary Termination.  In the event of the Voluntary Termination of
            the Executive,  all unvested warrants and options shall be canceled,
            and the  Executive  shall  have  three (3)  months  from the date of
            termination  to exercise his rights with respect to any  unexercised
            but vested options. The Executive will not be eligible for severance
            payments.  The Company  shall pay to the Executive the unpaid amount
            of the  Executive's  Base Salary  through the date of termination as
            set forth in Exhibit A.

      3.7.  The  provisions of this Section 3 shall survive  termination of this
            Agreement for any reason.

4.    MISCELLANEOUS PROVISIONS

      4.1.  Executive  hereby  represents  and warrants  that he is free to make
            this Agreement,  and the making hereof and/or performance  hereunder
            by him will not violate  the legal  and/or  equitable  rights of any
            third party.

      4.2.  This Agreement and the Employee Confidential Information,  Invention
            and Non-Competition Agreement embody the entire understanding of the
            parties, and there are no promises, terms, covenants,  conditions or
            obligations or other written,  expressed or implied agreements other
            than  those  contained  herein.  No change or  modification  of this
            Agreement  shall be valid  unless the same  shall be in writing  and
            signed by both parties hereto.

      4.3.  The waiver by either  party  hereto of a breach of any  provision of
            this  Agreement  shall not operate as or be construed as a waiver of
            any subsequent breach of this Agreement.

      4.4.  The employment by Company or Executive is being effected  because of
            Executive's special capabilities and qualifications,  and all of his
            rights, benefits and duties hereunder are, therefore, not assignable
            or transferable in any manner.

      4.5.  Except  as set  forth  in  the  Employee  Confidential  Information,
            Invention and Non-Competition Agreement, any controversy,  claim, or
            dispute arising out of or relating to this  Agreement,  or breach of
            any provision of this  Agreement,  shall be settled by  arbitration,
            and, in connection therewith, the Company and Executive hereto agree
            that:

            A.    Either  Executive  or Company may  initiate  arbitration  of a
                  claim  by  giving   written   notice   to  the   other   party
                  ("Arbitration Notice").

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<PAGE>

            B.    Within ten (10) days  after the date on which the  Arbitration
                  Notice is given,  Executive  and  Company  shall  agree upon a
                  single arbitrator or, if they fail to do so for any reason, at
                  any time  after the  expiration  of such ten (10) day  period,
                  either party may request the American Arbitration  Association
                  to designate an arbitrator.  Any arbitration  proceeding shall
                  be held in the County of Monroe, the State of New York.

            C.    The arbitrator  shall  promptly  consider the facts in dispute
                  and  resolve  the same in  accordance  with  the  Rules of the
                  Arbitration  Association (or any successor organization if the
                  American  Arbitration   Association  no  longer  exists).  The
                  decision of the  arbitrator  shall be final,  conclusive,  and
                  binding upon Company and Executive.

            D.    The fees and expenses of the arbitrator in any such proceeding
                  (including the fees and expenses of any person retained by the
                  arbitrator) and the fees and expenses of counsel for Executive
                  and  Company  shall  be  borne by the  respective  parties  as
                  follows:

                  (i)   The party that did not initiate  such  proceeding  shall
                        bear the portion of such fees and  expenses  represented
                        by the  fraction  having  a  numerator  equal to the net
                        dollar  amount of any recovery  actually  awarded to the
                        initiating  party by the  arbitrator in such  proceeding
                        and having a denominator  equal to the maximum aggregate
                        dollar amount  originally  sought to be recovered by the
                        initiating  party in  connection  with the  claim  being
                        arbitrated; and

                  (ii)  The initiating party shall bear the remaining portion of
                        such fees and expenses.

            In the event that  multiple  claims  shall be  involved  in any such
            proceeding,  the  fees  and  expenses  of such  proceeding  shall be
            allocated  as  provided  above  based upon the  outcome of the claim
            having the largest dollar amount originally sought to be recovered.

            E.    The arbitrator shall have the power to grant injunctive relief
                  and other provisional remedies and to issue such orders as may
                  be deemed necessary in connection therewith.

      4.6.  If any provision of this Agreement is  unenforceable,  the remaining
            provisions  shall, to the extent  possible,  be carried into effect,
            taking  into  account  the  general  purposes  and  spirit  of  this
            Agreement.

IN WITNESS WHEREOF,  the parties hereto have duly executed this Agreement on the
day and year first above written.

COMPANY                                         EXECUTIVE

By:   /s/  Michael L. Weiner                       /s/  Darryl L. Canfield
   ------------------------------               -------------------------------
     Michael L. Weiner, CEO                     Darryl L. Canfield

<PAGE>

                                    EXHIBIT A

Position/Job Title:

               Vice President, Treasurer, Chief Financial Officer and Secretary

Annual Salary:

               $ 180,000, payable bi-weekly.

Stock Options:

      Executive shall receive a  non-qualified  option to purchase up to 600,000
      common shares with an exercise price equal to the Fair Market Value of the
      common  stock  on the  first  day of his  employment.  The  Option  may be
      exercised:

      (a) with  respect  to all or any part of  100,000  of the  Shares  covered
      hereby at any time on or after the date of grant,

      (b) with  respect  to all or any part of  100,000  of the  Shares  covered
      hereby at any time on or after June 1, 2006,

      (c) with  respect  to all or any part of  100,000  of the  Shares  covered
      hereby at any time on or after December 1, 2006,

      (d) with  respect  to all or any part of  100,000  of the  Shares  covered
      hereby at any time on or after June 1, 2007,

      (e) with respect to all or any part of 100,000 the Shares  covered  hereby
      at any time on or after December 1, 2007,

      (f) with respect to all or any part of 100,000 the Shares  covered  hereby
      at any time on or after June 1, 2008.

      The option shall expire ten (10) years from the date of grant.

Healthcare Plan:

      Executive  will  receive the  Company's  full health care plan,  including
      dental and vision.

Paid Vacation:

      Four (4) weeks

Paid Holidays:

      Eleven (11) paid  holidays  according to the  Company's  standard  holiday
      schedule.

<PAGE>

                                    EXHIBIT B

   Employee Confidential Information, Invention and Non-Competition Agreement

For  good  and  valuable  consideration,  including  my  employment  by  Biophan
Technologies, Inc. (the "Company") or its successors and assigns, and any of its
present or future subsidiaries,  or organizations controlled by, controlling, or
under common control with it, I agree as follows:

1. That the Company operates in a competitive environment,  and that its success
is due in  part to the  competitive  advantage  afforded  it by its  unique  and
proprietary  trade  secrets  and  other  confidential  information  relating  to
biomedical  research  and  technology  development  as  well as  other  business
processes and product technologies, in which the Company has invested (and plans
to continue investing) great time, effort,  skill and expense. I understand that
the  Company  would be  unwilling  to  employ  and  compensate  me,  but for the
restrictions of this Agreement.  I acknowledge that my employment by the Company
may include inventing, discovering,  initiating, or contributing to Confidential
or Proprietary Information as an integral part thereof.

2. At all times before and after the  termination  of my service (for any reason
by the Company or by me), I will keep all  Confidential  Information (as defined
below) in strict  confidence  and secrecy,  and not disclose  such  Confidential
Information  to  anyone,  and not use the  Confidential  Information  in any way
outside of my assigned  responsibilities  for the  Company,  except as expressly
pre-authorized  by the  Company in  writing.  "Confidential  Information"  means
information  or an  idea  that:  (a)  a  competitor  may  secure  a  significant
competitive  advantage  over the  Company  by  using;  (b) the  Company  has not
disclosed to others  outside the Company  without  restriction;  (c) the Company
considers Confidential;  (d) is not available in some form to others outside the
Company;  or (e) the  Executive  did not know the  information  before  becoming
employed.

3. During the period of my service with the Company, and for a period of one (1)
year after the  termination  of such  service,  I agree not to compete  with the
Company,  solicit any clients of the Company or  otherwise  engage,  assist,  or
participate directly or indirectly in the same business or businesses as that or
those  conducted  by the  Company,  involving  the same or similar  products  or
services  in any  jurisdiction  in  which  the  Company  is doing  business.  In
addition, I agree not to engage, directly or indirectly,  as an owner, promoter,
consultant,  officer, director,  employee or substantial stockholder or have any
material  investment or other substantial equity interest in any business entity
that so competes with the Company.  I agree that this  restriction is reasonable
in time and scope and will not unduly restrict me from earning a livelihood.

4. For a period of one (1) year  following  termination  of my service  with the
Company,  I agree that I shall not:  (a)  persuade  or attempt to  persuade  any
employee  of the  Company to leave the employ of the  Company;  (b)  solicit any
client of the Company  with  respect to any  products of the type offered by the
Company;  (c)  provide  any  services  to any client of the  Company of the type
offered by the Company; or (d) assist,  directly or indirectly,  any other party
in  soliciting  any  client of the  Company  with  respect  to any  products  or
providing  any  services to any client of the Company of the type offered by the
Company.  I agree that this restriction is reasonable in time and scope and will
not unduly restrict me from earning a livelihood.

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5. To promptly disclose to the Company all inventions,  copyrightable  works and
other  intellectual  property  that I have or will  conceive,  create or develop
during the term of my employment. I further agree to transfer to the Company, or
its designee, all rights in the Confidential Information or in any expression of
the Confidential Information, in any invention,  copyright or other intellectual
property,  whether or not  patented or  patentable,  relating  to the  Company's
business, made, conceived or developed by me, alone or with others, while I have
been or continue to be employed  by the  Company,  whether or not in  connection
with my  assigned  duties and whether or not  developed  with the use of Company
personnel, facilities, equipment or other resources. I hereby irrevocably assign
to the Company or its designee all patent,  copyright and other ownership rights
in all such inventions, copyrightable works and other intellectual property, and
agree (before and after  termination  of my  employment)  to execute any and all
papers and documents and to provide  reasonable  assistance from time to time as
the  Company  may  consider  to be  necessary  or  convenient  in  obtaining  or
perfecting  any and all of such  rights  for  itself or its  designee.  If after
termination of my employment,  these responsibilities are substantial in nature,
they will be  compensated  at  prevailing  consulting  fee  levels,  and will be
coordinated with any new employment time demands. I further agree to request, in
writing,  a release from the Company for any  inventions or  discoveries  that I
wish to pursue  personally and for which the Company  determines  that it has no
present or future interest in such invention or discovery, and that I shall take
no  action  contrary  to the  Company's  interests  in any  such  inventions  or
discoveries until I receive a written response to my request. Failure to provide
a written  response  within three (3) months  shall  constitute a release by the
Company.  In the  event  the  Company  is  unable  for any  reason  to secure my
signature to any lawful and necessary  document required to apply for or execute
any patent  applications  or  copyright  registrations  with  respect to such an
invention or copyrightable work (including renewals, extensions,  continuations,
divisions or continuations in part thereof), I hereby irrevocably  designate and
appoint the Company and its duly  authorized  officers and agents,  as my agents
and attorneys-in-fact to act for and on my behalf and, instead of me, to execute
and file any such  application  or  registration  and to do all  their  lawfully
permitted acts to further the  prosecution  and issuance of patents or copyright
registration thereon with the same legal force and effect as if executed by me.

6. To return to the Company all notes,  records,  lists, files and documentation
(in hard copy or machine  readable  form)  supplied  to me by the Company or its
business associates,  or created by me in the course of or in connection with my
employment,  or otherwise used,  created,  collected,  or controlled by me while
employed by the Company,  upon request by the Company,  and, in any event,  upon
termination  of my  employment.  I will  do  this  without  keeping  any  copies
(including copies on any computer or data storage media). However, regardless of
any other  provision  herein,  I will be allowed to retain a copy,  for personal
non-business use, of any speeches, presentations, or articles prepared before or
during the course of my employment.

7. I further  warrant and  represent to the Company that I am not subject to any
agreement  or  university  policy  inconsistent  with this  Agreement  regarding
inventions  or  discoveries  set forth  herein.  I further agree to refrain from
engaging in any other employment or outside business  interest without the prior
written  consent of the Company,  excluding the  following  interests in which I
will continue to be engaged prior to beginning this employment:

         a. N/A
             -------------------------------------------------------------------

         b.
             -------------------------------------------------------------------

         c.
             -------------------------------------------------------------------

Requires Acknowledgement by Officer of Company                   ____/____/20___
                                              ---------------

8.  This  Agreement  shall  benefit  and may be  enforced  by the  Company,  its
successors or assigns, and shall bind me and any successors in interest, and may
not be changed in whole or in part except in a writing  signed by an  authorized
officer of the Company and me.

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<PAGE>

This Agreement is governed by internal New York law. Any litigation commenced by
a party and relating to this Agreement or its subject matter shall be within the
exclusive jurisdiction of the courts of the State of New York, Monroe County, or
if the jurisdiction  prerequisites  exist at the time, the Federal Courts of New
York with  venue to be in the  Western  District  of New York,  and the  parties
hereby waive any right in such litigation to object to personal jurisdiction and
venue.  The Company  shall be entitled to  preliminary,  temporary and permanent
injunctive relief to restrain any violation of this Agreement by me, in addition
to damages and other remedies.

The  Company  may  notify  anyone  subsequently  employing  or  retaining  me or
evidencing  any  intention  to  employ  or  retain  me as to the  existence  and
provisions of this  Agreement.  No waiver of any provision of this Agreement (or
any similar  agreement  with any other  person)  shall  constitute  or imply any
continuing,  other or further waiver, and the Company shall be free to reinstate
the  waived  term at any  time  and to  enforce  all  other  provisions  of this
Agreement at its sole discretion.  This is the entire  agreement  concerning its
subject  matter.  I  understand  that my  employment  with  the  Company  may be
terminated by either me or the Company at any time in accordance  with the terms
of my Employment Agreement, to which this document is attached.

Having read and understood  this  Agreement,  I have  willingly and  voluntarily
executed and unconditionally delivered this Agreement to the Company,  effective
as of the 9th day of November, 2005.

Darryl L. Canfield

   /s/  Darryl L. Canfield
   -----------------------

Signature

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