Exhibit 4.1

                            LINE OF CREDIT AGREEMENT

Date: January 24, 2006

      THIS AGREEMENT is entered into between BIOPHAN TECHNOLOGIES, INC., a
Nevada corporation having an office address at 150 Lucius Gordon Drive, Suite
215, West Henrietta, New York 14586 (the "Borrower") and BIOMED SOLUTIONS, LLC,
a New York limited liability Borrower having an office address at 150 Lucius
Gordon Drive, Suite 215, West Henrietta, New York 14586 (the "Lender").

      The Lender has agreed to lend Borrower an amount up to five million
dollars ($5,000,000.00) in accordance with the terms of this Agreement.

1.    COMMITMENT. The Lender agrees to make advances 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 $5,000,000 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. Notwithstanding any provision herein to
      the contrary, the Borrower may not request an aggregate advances of
      greater than $1,500,000 in any thirty (30) day period. The Commitment
      shall extend through June 30, 2007, which date shall be the Termination
      Date. During the term of the Commitment, Borrower's obligations shall be
      represented by the Borrower's Convertible Promissory Note payable to the
      order of the Lender, in substantially the form attached hereto as Exhibit
      A (the "Note").

2.    NOTICE OF BORROWING. The Borrower shall give the Lender at least fifteen
      (15) days' prior written notice of the date and the amount of each
      borrowing pursuant to the Commitment, which notice shall comply with the
      requirements of Section 10(a) hereof. On or before the date specified in
      such notice, the Lender will make the amount then to be loaned by it
      available to the Borrower. The Borrower shall be obligated to borrow the
      entire amount of the Commitment prior to the Termination Date.

3.    INTEREST. The Borrower shall pay interest upon the amount at any time
      outstanding upon the Note, at the rate of eight percent (8%) per annum.
      Interest on the outstanding balance of principal advanced shall accrue and
      be payable upon payment or prepayment in full of the unpaid principal
      balance.

4.    PAYMENT. Payment shall be made on the Termination Date in accordance with
      the terms of the Note. All payments (including prepayments) by the
      Borrower on account of principal and interest on either Note shall be made
      to the Lender by corporate check at the address specified in the Note or
      by wire transfer.
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5.    WARRANTS. In consideration of the Commitment, the Borrower shall issue to
      the Lender warrants for the purchase of one million one hundred ninety
      eight thousand six hundred thirty (1,198,630) shares of common stock of
      the Borrower, at an exercise price of $1.89 (the "Warrants"). The Warrants
      shall have a life of five (5) years. The form of Warrant is attached
      hereto as Exhibit B.

6.    USE OF PROCEEDS. The proceeds of the loans made hereunder shall be used
      for the corporate working capital purposes of the Borrower.

7.    EVENTS OF DEFAULT. Upon the occurrence and continuance of any Event of
      Default as defined in the Note, the Lender may, by notice to the Borrower,
      declare the Commitment immediately terminated and/or any amounts
      outstanding hereunder to be forthwith due and payable, whereupon the
      Commitment shall be immediately terminated and/or the outstanding
      principal amount of the Note, together with accrued interest thereon,
      shall become immediately due and payable without presentment, demand,
      protest, or other notice of any kind, all of which are hereby expressly
      waived, notwithstanding anything contained herein to the contrary.

8.    REGISTRATION RIGHTS.

      (a)   Restrictions on Sale of Shares. The Lender acknowledges that the
            Shares issuable upon conversion of the Note or exercise of the
            Warrants (collectively, the "Shares") will be issued pursuant to an
            exemption from registration under the Securities Act, have not been
            registered under the Securities Act and, therefore, cannot be resold
            unless they are registered under the Securities Act and any
            applicable securities laws or unless an exemption from such
            registration is available. Each certificate representing the Shares
            shall be stamped or otherwise imprinted with a legend substantially
            in the following form:

            THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
            REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT")
            OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE
            DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
            UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN
            APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH LAWS.

            The Borrower may refuse to register (or to permit its transfer agent
            to register) any transfer of any Shares not made in accordance with
            this Article V and for such purpose may place stop order
            instructions with its transfer agent with respect to the Shares.

            The Borrower shall, at the request of the Lender, remove from each
            certificate evidencing the Shares the legend described above and
            cause its transfer agent to remove any stop transfer instructions if
            in the opinion of counsel reasonably satisfactory to the Borrower
            the securities evidenced thereby may be publicly sold without
            registration under the Securities Act and applicable state
            securities laws.


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      (b)   Registration Procedures. The Borrower shall:

            (i) use its reasonable best efforts to prepare and file with the SEC
            as soon as practicable, but in any event no later than one hundred
            eighty (180) days following the date of the first Advance under the
            Note, a registration statement under the Securities Act on Form S-3,
            or such other form that the Borrower is eligible to use for such
            purpose, relating to the sale of the Shares by the Lender from time
            to time (the "Registration Statement");

            (ii) use its reasonable best efforts to cause such Registration
            Statement promptly to become and remain effective for a period of
            time required for the disposition of the Shares by the holders
            thereof or until the second anniversary of the date of the first
            Advance under the Note, whichever is earlier; provided, however,
            that before filing such Registration Statement or any amendments
            thereto, the Borrower shall furnish the representatives of the
            Lender copies of all documents proposed to be filed, which documents
            shall be subject to the review of such representatives. The Borrower
            shall not be deemed to have used its reasonable best efforts to keep
            a Registration Statement effective if it voluntarily takes any
            action that would result in the Lender not being able to sell its
            Shares, unless such action is required under applicable law;

            (iii) prepare and file with the SEC such amendments and supplements
            to such Registration Statement and the prospectus used in connection
            therewith as may be necessary to keep such Registration Statement
            effective and to comply with the provisions of the Securities Act
            with respect to the sale or other disposition of all securities
            covered by such Registration Statement until such time as all of
            such securities have been disposed of or until the second
            anniversary of the date of the first Advance under the Note,
            whichever is earlier;

            (iv) furnish to the Lender such number of conformed copies of the
            applicable Registration Statement and each such amendment and
            supplement thereto (including in each case all exhibits if requested
            by the Lender), and of each prospectus, in conformity with the
            requirements of the Securities Act, and such other documents, as the
            Lender may reasonably request;

            (v) use its reasonable best efforts to register or qualify the
            securities covered by such Registration Statement under such other
            securities or blue sky laws of such jurisdictions within the United
            States and Puerto Rico as the Lender shall reasonably request, and
            to keep such registration or qualification in effect for so long as
            such Registration Statement remains in effect (provided, however,
            that the Borrower shall not be required in connection therewith or
            as a condition thereto to qualify to do business, subject itself to
            taxation in or to file a general consent to service of process in
            any jurisdiction wherein it would not but for the requirements of
            this clause (v) be obligated to do so; and provided further that the
            Borrower shall not be required to qualify such Shares in any
            jurisdiction in which the securities regulatory authority requires
            that the Lender submit any shares of its Shares to the terms,
            provisions and restrictions of any escrow, lockup or similar
            agreement(s) for consent to sell Shares in such jurisdiction unless
            the Lender agrees to do so), and do such other reasonable acts and
            things as may be required of it to enable the Lender to consummate
            the disposition in such jurisdiction of the securities covered by
            such Registration Statement;


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<PAGE>

            (vi) otherwise use its reasonable best efforts to comply with all
            applicable rules and regulations of the SEC, and make an earnings
            statement satisfying the provisions of Section 11(a) of the
            Securities Act generally available to the Lender no later than 45
            days after the end of any twelve-month period (or 90 days, if such
            period is a fiscal year) (i) commencing at the end of any fiscal
            quarter in which Shares are sold to underwriters in an underwritten
            public offering, or (ii) if not sold to underwriters in such an
            offering, beginning with the first month of the Borrower's first
            fiscal quarter commencing after the effective date of the
            Registration Statement, which statement shall cover said
            twelve-month period;

            (vii) use its reasonable best efforts to cause all such Shares to be
            listed on each securities exchange or quotation system on which the
            Common Stock is then listed or quoted, if any;

            (viii) give written notice to the Lender:

                  (a) when such Registration Statement or any amendment thereto
            has been filed with the SEC and when such Registration Statement or
            any post-effective amendment thereto has become effective;

                  (b) of any request by the SEC for amendments or supplements to
            such Registration Statement or the prospectus included therein or
            for additional information;

                  (c) of the issuance by the SEC of any stop order suspending
            the effectiveness of such Registration Statement or the initiation
            of any proceedings for that purpose;

                  (d) of the receipt by the Borrower or its legal counsel of any
            notification with respect to the suspension of the qualification of
            the Common Stock for sale in any jurisdiction or the initiation or
            threatening of any proceeding for such purpose; and

                  (e) of the happening of any event that requires the Borrower
            to make changes in such Registration Statement or the prospectus in
            order to make the statements therein not misleading (which notice
            shall be accompanied by an instruction to suspend the use of the
            prospectus until the requisite changes have been made);

            (ix) use its reasonable best efforts to prevent the issuance or
            obtain the withdrawal of any order suspending the effectiveness of
            such Registration Statement at the earliest possible time;


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<PAGE>

            (x) furnish to the Lender, without charge, at least one copy of such
            Registration Statement and any post-effective amendment thereto,
            including financial statements and schedules, and, if the Lender so
            requests in writing, all exhibits (including those, if any,
            incorporated by reference);

            (xi) upon the occurrence of any event contemplated by Section
            8(b)(vii)(e) above, promptly prepare a post-effective amendment to
            such Registration Statement or a supplement to the related
            prospectus or file any other required document so that, as
            thereafter delivered to the Lender, the prospectus will not contain
            an untrue statement of a material fact or omit to state any material
            fact necessary to make the statements therein, in light of the
            circumstances under which they were made, not misleading. If the
            Borrower notifies the Lender in accordance with Section 8(b)(vii)(e)
            above to suspend the use of the prospectus until the requisite
            changes to the prospectus have been made, then the Lender shall
            suspend use of such prospectus and use its reasonable best efforts
            to return to the Borrower all copies of such prospectus (at the
            Borrower's expense) other than permanent file copies then in the
            Lender's possession;

            (xii) make reasonably available for inspection by representatives of
            the Lender, any underwriter participating in any disposition
            pursuant to such Registration Statement and any attorney, accountant
            or other agent retained by such representative or any such
            underwriter all relevant financial and other records, pertinent
            corporate documents and properties of the Borrower and cause the
            Borrower's officers, directors and employees to supply all relevant
            information reasonably requested by such representative or any such
            attorney, accountant or agent in connection with the registration;
            and

            (xiii) use reasonable best efforts to procure the cooperation of the
            Borrower's transfer agent in settling any offering or sale of
            Shares, including with respect to the transfer of physical stock
            certificates into book-entry form in accordance with any procedures
            reasonably requested by the Lender.

            Notwithstanding anything in this Section 8(b) to the contrary, the
            Borrower shall not be obligated to request acceleration of the
            effectiveness of the registration statement or to prepare and file a
            post-effective amendment or supplement to the registration statement
            or the prospectus constituting a part thereof during the continuance
            of a Blackout Event. A "Blackout Event" means any of the following:
            (i) the possession by the Borrower of material information that is
            not ripe for disclosure in a registration statement or prospectus,
            as determined in good faith by the Chief Executive Officer or the
            Board of Directors of the Borrower or that disclosure of such
            information in a registration statement or the prospectus
            constituting a part thereof would be detrimental to the business and
            affairs of the Borrower; or (ii) any material engagement or activity
            by the Borrower which would, in the good faith determination of the
            Chief Executive Officer or the Board of Directors of the Borrower,
            be adversely affected by disclosure in a registration statement or
            prospectus at such time.


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<PAGE>

      (c)   Expenses. All expenses incurred in connection with each registration
            pursuant to Section 8(b), including without limitation all
            registration, filing and qualification fees, word processing,
            duplicating, printers' and accounting fees (including the expenses
            of any special audits or "comfort" letters required by or incident
            to such performance and compliance), listing fees or fees of the
            NASD, messenger and delivery expenses, all fees and expenses of
            complying with state securities or blue sky laws and fees and
            disbursements of counsel for the Borrower, shall be paid by the
            Borrower, except that the Lender shall bear and pay (i) any
            commissions or discounts applicable to securities offered for its
            account in connection with any registrations, filings and
            qualifications made pursuant to this Agreement and (ii) any fees and
            expenses incurred in respect of counsel or other advisors to the
            Lender.

      (d)   Indemnification and Contribution. i.The Borrower shall indemnify and
            hold harmless the Lender, each of its directors and officers, each
            Person who participates in the offering of such Shares, including
            underwriters (as defined in the Securities Act), and each Person, if
            any, who controls the Lender or a participating Person within the
            meaning of the Securities Act (collectively, the "Lender Indemnified
            Parties"), against any losses, claims, damages or liabilities, joint
            or several, to which any such Lender Indemnified Party may become
            subject under the Securities Act or otherwise, insofar as such
            losses, claims, damages or liabilities (or proceedings in respect
            thereof) arise out of or are based on any untrue or alleged untrue
            statement of any material fact contained in such registration
            statement on the effective date thereof (including any prospectus
            filed under Rule 424 under the Securities Act or any amendments or
            supplements thereto) or arise out of or are based upon the omission
            or alleged omission to state therein a material fact required to be
            stated therein or necessary to make the statements therein not
            misleading, and shall reimburse any such Lender Indemnified Party
            for any legal or other expenses reasonably incurred by them (but not
            in excess of expenses incurred in respect of one counsel for all of
            them unless there is an actual conflict of interest between any
            indemnified parties, which indemnified parties may be represented by
            separate counsel) in connection with investigating or defending any
            such loss, claim, damage, liability or action; provided, however,
            that the Borrower shall not be liable to an Lender Indemnified Party
            in any such case for any such loss, claim, damage, liability or
            action to the extent that it arises out of or is based upon an
            untrue statement or alleged untrue statement or omission or alleged
            omission (i) made in connection with such registration statement,
            preliminary prospectus, final prospectus or amendments or
            supplements thereto, in reliance upon and in conformity with written
            information furnished expressly for use in connection with such
            registration by such Lender Indemnified Party, or (ii) contained in
            any Prospectus that is corrected or disclosed in any subsequent
            Prospectus that was delivered to the Lender prior to the pertinent
            sale or sales by the Lender. Such indemnity shall remain in full
            force and effect regardless of any investigation made by or on
            behalf of any Lender Indemnified Party, and shall survive the
            transfer of such securities by the Lender.


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<PAGE>

            The Lender shall indemnify and hold harmless the Borrower, each of
            its directors and officers, each Person, if any, who controls the
            Borrower within the meaning of the Securities Act, and each agent
            and any underwriter for the Borrower (within the meaning of the
            Securities Act) (collectively, "Borrower Indemnified Parties")
            against any losses, claims, damages or liabilities, joint or
            several, to which any of them may become subject, under the
            Securities Act or otherwise, insofar as such losses, claims, damages
            or liabilities (or proceedings in respect thereof) arise out of or
            are based upon any untrue statement or alleged untrue statement of
            any material fact contained in such registration statement on the
            effective date thereof (including any prospectus filed under Rule
            424 under the Securities Act or any amendments or supplements
            thereto) or arise out of or are based upon the omission or alleged
            omission to state therein a material fact required to be stated
            therein or necessary to make the statements therein not misleading,
            in each case to the extent, but only to the extent, that such untrue
            statement or alleged untrue statement or omission or alleged
            omission was made in such registration statement, preliminary or
            final prospectus, or amendments or supplements thereto, in reliance
            upon and in conformity with written information furnished by or on
            behalf of the Lender expressly for use in connection with such
            registration; and the Lender shall reimburse any legal or other
            expenses reasonably incurred by any Borrower Indemnified Party (but
            not in excess of expenses incurred in respect of one counsel for all
            of them unless there is an actual conflict of interest between any
            indemnified parties, which indemnified parties may be represented by
            separate counsel) in connection with investigating or defending any
            such loss, claim, damage, liability or action; provided, however,
            that the liability of the Lender hereunder shall be limited to the
            net proceeds received by the Lender in connection with any such
            registration under the Securities Act.

            If the indemnification provided for in this Section 8(d) from the
            indemnifying party is unavailable to an indemnified party hereunder
            in respect of any losses, claims, damages, liabilities or expenses
            referred to therein, then the indemnifying party, in lieu of
            indemnifying such indemnified party, shall contribute to the amount
            paid or payable by such indemnified party as a result of such
            losses, claims, damages, liabilities or expenses in such proportion
            as is appropriate to reflect the relative fault of the indemnifying
            party and indemnified parties in connection with the actions which
            resulted in such losses, claims, damages, liabilities or expenses,
            as well as any other relevant equitable considerations. The relative
            fault of such indemnifying party and indemnified parties shall be
            determined by reference to, among other things, whether any action
            in question, including any untrue or alleged untrue statement of a
            material fact or omission or alleged omission to state a material
            fact, has been made by, or relates to information supplied by, such
            indemnifying party or indemnified parties, and the parties' relative
            intent, knowledge, access to information and opportunity to correct
            or prevent such action. The amount paid or payable by a party as a
            result of the losses, claims, damages, liabilities and expenses
            referred to above shall include any legal or other fees or expenses
            reasonably incurred by such party in connection with any
            investigation or proceeding. If the allocation provided in this
            paragraph (c) is not permitted by applicable Law, the parties shall
            contribute based upon the relevant benefits received by the Borrower
            from the original issuance of the securities on the one hand and the
            aggregate proceeds received by the Lender from the sale of
            securities on the other.


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<PAGE>

            The parties hereto agree that it would not be just and equitable if
            contribution pursuant to this Section 8(d) were determined by pro
            rata allocation or by any other method of allocation which does not
            take account of the equitable considerations referred to in the
            immediately preceding paragraph. No party guilty of fraudulent
            misrepresentation (within the meaning of Section 11(f) of the
            Securities Act) shall be entitled to contribution from the other
            party who was not guilty of such fraudulent misrepresentation.

            Any person entitled to indemnification hereunder agrees to give
            prompt written notice to the indemnifying party after the receipt by
            the indemnified party of any written notice of the commencement of
            any action, suit, proceeding or investigation or threat thereof made
            in writing for which the indemnified party intends to claim
            indemnification or contribution pursuant to this Agreement;
            provided, that the failure so to notify the indemnified party shall
            not relieve the indemnifying party of any liability that it may have
            to the indemnifying party hereunder unless such failure is
            materially prejudicial to the indemnifying party. If notice of
            commencement of any such action is given to the indemnifying party
            as provided above, the indemnifying party shall be entitled to
            participate in and, to the extent it may wish, to assume the defense
            of such action at its own expense, with counsel chosen by it and
            reasonably satisfactory to such indemnified party. The indemnified
            party shall have the right to employ separate counsel in any such
            action and participate in the defense thereof, but the fees and
            expenses of such counsel shall be paid by the indemnified party
            unless (i) the indemnifying party agrees to pay the same, (ii) the
            indemnifying party fails to assume the defense of such action, or
            (iii) the named parties to any such action (including any impleaded
            parties) have been advised by such counsel that either (A)
            representation of such indemnified party and the indemnifying party
            by the same counsel would be inappropriate under applicable
            standards of professional conduct or (B) there are one or more legal
            defenses available to it which are substantially different from or
            additional to those available to the indemnifying party. No
            indemnifying party shall be liable for any settlement entered into
            without its written consent, which consent shall not be unreasonably
            withheld.

            The agreements contained in this Section 8(d) shall survive the
            transfer of the Shares by the Lender and sale of all the Shares
            pursuant to any registration statement and shall remain in full
            force and effect, regardless of any investigation made by or on
            behalf of the Lender, the Lender's directors or officers or any
            participating or controlling Person.


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      (e)   Prospectus Delivery. In connection with the sale of any Shares
            pursuant to a Registration Statement, the Lender shall deliver to
            the purchaser thereof the Prospectus forming a part of the
            Registration Statement and all relevant supplements thereto which
            have been provided by the Borrower to the Lender on or prior to the
            applicable delivery date, all in accordance with the requirements of
            the Securities Act and the rules and regulations promulgated
            thereunder and any applicable state securities laws. If at any time
            or from time to time, the Borrower notifies the Lender in writing
            that the registration statement or the prospectus forming a part
            thereof (taking into account any prior amendments or supplements
            thereto) contains any untrue statement of a material fact or omits
            to state a material fact necessary to make the statements therein,
            in light of the circumstances under which they are made, not
            misleading, the Lender shall not offer or sell any Shares or engage
            in any other transaction involving or relating to the Shares, from
            the time of the giving of notice with respect to such untrue
            statement or omission until the Lender receives written notice from
            the Borrower that such untrue statement or omission no longer exists
            or has been corrected or disclosed in an effective post-effective
            amendment to the registration statement or a valid prospectus
            supplement to the prospectus forming a part thereof.

9.    MISCELLANEOUS.

      a.    Notices. All notices, requests, and demands to or upon the
            respective parties hereto shall be deemed to have been given or made
            when deposited in the mail, postage prepaid, addressed as set forth
            above or to such other address as may be hereafter designated in
            writing by the respective parties hereto.

      b.    No Waiver, Cumulative Remedies, Amendment. No failure to exercise
            and no delay in exercising on the part of the Lender, any right,
            power, or privilege hereunder or under either Note shall operate as
            a waiver thereof; nor shall any single or partial exercise of any
            right, power, or privilege hereunder preclude any other or further
            exercise thereof or the exercise of any other right, power, or
            privilege. The rights and remedies herein provided are cumulative
            and not exclusive of any rights or remedies provided by law. No
            modification or waiver of any provision of this Agreement nor
            consent to any departure by the Borrower from the provisions hereof
            shall be effective unless the same shall be in writing from the
            Lender, and then such waiver or consent shall be effective only in
            the specific instance and for the purpose for which it is given. No
            notice to the Borrower shall entitle the Borrower to any other or
            further notice in other similar circumstances unless expressly
            provided for herein. No course of dealing between the Borrower and
            the Lender shall operate as a waiver of any of the rights of the
            Lender under this Agreement.

      c.    Payment of Fees. The Borrower agrees to pay all reasonable costs and
            expenses of the Lender in connection with the enforcement of, or the
            preservation of rights arising under, the Note, including reasonable
            legal fees and disbursements arising in connection therewith.


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<PAGE>

      d.    Entire Agreement. This Agreement and Exhibit A constitute the entire
            agreement between Borrower and Lender with respect to the subject
            matter hereof and supersede all prior understandings and agreements,
            written or oral, regarding the subject matter. Unless otherwise
            provided herein, this Agreement may be modified or amended only by a
            written consent executed by both parties.

      e.    Successors and Assigns. This Agreement shall be binding upon and
            inure to the benefit of the Borrower and the Lender and their
            respective successors and assigns, except that the Borrower may not
            transfer or assign any of its rights or interests hereunder without
            the prior written consent of the Lender.

      f.    Construction. This Agreement and the rights and obligations of the
            parties hereunder and thereunder shall be governed by, and construed
            in accordance with, the laws of the State of New York. Both parties
            consent to the jurisdiction of the state and federal courts located
            in Rochester, New York with respect to any disputes arising between
            the parties.

                           (Signature page to follow)


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<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date set forth above.

                               BORROWER:

                               BIOPHAN TECHNOLOGIES, INC.


                               By: /s/ Darryl Canfield
                                   ---------------------------------------------
                               Name:  Darryl Canfield
                               Title: Vice President and Chief Financial Officer


                               LENDER:

                               BIOMED SOLUTIONS, LLC


                               By: /s/ Michael L. Weiner
                                   ---------------------------------------------
                               Name:  Michael L. Weiner
                               Title: Manager


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