CONFIDENTIAL

                           BIOPHAN TECHNOLOGIES, INC.

                          AMP-BIOPHAN LICENSE AGREEMENT

This License Agreement is dated and effective February 24, 2005 ("Effective
Date"), and is between aMRIs Patent GmbH ("Licensor"), a German company with an
office at Erinstr. 28, D-44575 Castrop-Rauxel, Germany and Biophan Technologies,
Inc. ("Biophan"), a Nevada company with an office at 150 Lucius Gordon Drive,
Suite 215, West Henrietta, NY 14586.

Background. Licensor entered into a license agreement with aMRIs GmbH ("AMR"), a
German company with an office at Erinstr. 28, D-44575 Castrop-Rauxel, Germany,
relating to magnetic resonance imaging and safety and image compatibility
technologies (the "AMP-AMR License"). The AMP-AMR License has been cancelled as
of the Effective Date, and AMR has no further interest in the Patent Rights,
Know-how, and Clinical IP. Consequently, AMP is willing, subject to the terms
and conditions hereof, to license exclusively to Biophan and its Affiliates (and
permit Biophan to sublicense) the Patent Rights, Know-how and Clinical IP.

Therefore, in consideration of the premises and promises in this Agreement, the
parties agree as follows:

1. DEFINITIONS. AS USED IN THIS AGREEMENT:

            1.1 Affiliate means an entity that controls, is controlled by, or is
      under common control with a Licensee. For this purpose, "control" means
      (i) the power to direct or cause the direction of the management and
      affairs of the entity, whether by direct or indirect ownership of voting
      stock, positions on the board of directors, contract, or otherwise; or
      (ii) ownership of fifty percent (50%) or more of the equity or other
      ownership interest of such entity, even if such ownership does not result
      in the power to direct or cause the direction of the management, affairs,
      or policies of such entity. For the avoidance of doubt, AMR is a Biophan
      Affiliate.

            1.2 Clinical IP means all pre-clinical and clinical protocols,
      studies, data and results and study-related forms, materials and reports
      (e.g., investigator brochures, informed consent forms, data safety
      monitoring board related documents, patient recruitment related materials,
      biocompatibility studies, animal studies, safety studies, and
      manufacturing and control data) used in or resulting from any pre-clinical
      or clinical study or trial of any Licensed Product/Process, any audit
      thereof, and any regulatory applications and approvals regarding the same.

            1.3 Confidential Information means all business, financial and
      technical information, reports, data, documents and other materials,
      whether in electronic or physical form or orally disclosed, provided by
      one party ("Discloser") to the other party ("Receiver"), but shall exclude
      any part of the Confidential Information to the extent that: (a) Receiver
      is required to disclose it under governmental law, regulation, court
      order, or for filings with the FDA; or (b) Receiver can demonstrate (i)
      was public knowledge at the time of disclosure to Receiver, (ii) became
      public knowledge without fault by Receiver; (ii) was rightfully known by
      or in the possession of Receiver prior its disclosure by Discloser;

*** Indicates where material is omitted pursuant to a confidential treatment
request and filed separately with the Commission.

<PAGE>

      (iii) was disclosed to Receiver on an unrestricted basis from a source not
      known to be under a duty of confidentiality to Discloser; or (iv) is
      appropriate to disclose under reasonable confidentiality restrictions to
      any prospects and their financial, legal, and other advisors in connection
      with a merger, acquisition or other business transaction.

            1.4 FDA means the United States Food and Drug Administration.

            1.5 Field means systems, devices, components, compositions and
      processes for magnetic resonance imaging that provide or enhance cost,
      safety, effectiveness, applicability, ease of use, useful life, image
      quality, or image compatibility.

            1.6 Invention means any invention or discovery, whether or not
      reduced to practice.

            1.7 Joint Invention means any invention that (i) is related to or
      covered by any Patent Right, and (ii) includes co-inventors from Licensor,
      Biophan, and/or AMR.

            1.8 Know-how means all technical information, processes, formulae,
      compounds, devices, specifications, records, manufacturing information,
      materials, designs, drawings and data, whether or not patentable and
      whether in electronic, written or verbal form, useful or related to the
      Patent Rights.

            1.9 Licensed Product/Process means (i) stents or other medical
      devices with resonant circuits to enhance imaging, (ii) vena cava filters,
      (iii) guidewires, and (iv) all other products or processes, the
      manufacture, use, importation or sale of which is covered by a Valid
      Claim.

            1.10 Licensee means Biophan, Affiliates, and Sublicensees.

            1.11 Net Sales means amounts received for Licensed
      Products/Processes by Biophan and its Affiliates (whether for use, sale,
      lease or otherwise) less: (i) payments made or credits allowed to
      customers for promotional purposes, (ii) customary allowances, rebates,
      and trade, quantity, or cash discounts, including discounts, rebates or
      other payments required under Medicaid, Medicare or other governmental
      medical assistance programs, to the extent actually allowed and taken;
      (iii) amounts repaid or credited for rejections or returns; (iv) to the
      extent separately stated on invoices or other documents of sale, taxes and
      other governmental charges levied on the production, sale, transportation,
      delivery, or use of a Licensed Product/Process which is paid by or on
      behalf of Biophan or the applicable Affiliate; and (v) outbound
      transportation costs prepaid or allowed and costs of insurance in transit.

            1.12 Patent Rights means: (i) the patents and patent applications
      listed on Exhibit A; (ii) reissues, reexaminations, renewals, extensions,
      divisions, continuations, and continuations-in-part of (i); (iii) foreign
      counterparts of (i) and (ii); and (iv) Joint Inventions.

            1.13 Revenues means Biophan's and its Affiliates' gross license
      fees, milestone payments, minimum royalties, and running royalty revenues
      received from Sublicenses, but excludes revenues to support research and
      development efforts and reimbursement of out-of-pocket expenses.


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<PAGE>

            1.14 Sublicense means any sublicense or other agreement permitting
      the commercial exploitation of any Patent Right(s), Know-how or Clinical
      IP by a third party.

            1.15 Valid Claim means: (i) a claim of an issued and unexpired
      patent of the Patent Rights which has not been disclaimed, revoked or held
      invalid or unenforceable by an unappealed or unappealable decision of a
      court or governmental body, and (ii) one or more claims of a patent
      application being prosecuted in good faith, for two (2) years following
      the first commercial sale or use of a Licensed Product/Process which is a
      Licensed Product/Process solely as a result of the claim(s).

All Exhibits are incorporated by reference into this Agreement, and any
reference to "include" or "including" means "including but not limited to," and
any reference to "and" means "and/or" unless the context clearly means
otherwise.

2. LICENSE GRANT.

            2.1 Grant to Biophan. Licensor hereby grants to Biophan and its
      Affiliates the exclusive, world-wide, royalty-bearing, right and license
      under the Patent Rights, Know-how and Clinical IP to develop, make, have
      made, use, sell, offer to sell, import, export, lease, and perform
      Licensed Products/Processes in the Field.

            2.2 Sublicenses. Biophan may grant Sublicenses only in compliance
      with the provisions of this Section 2.2 and Section 4.2 below, and not
      otherwise. No Sublicense shall be granted (including but not limited to
      any Affiliate) unless the Payment and Shares, each as defined in Section
      3.8.1, have been paid as required hereunder to Licensor without condition
      or escrow. All Sublicense agreements require the written approval of
      either Dr. Friebe or Dr. Melzer, on behalf of AMP. Without limitation to
      the foregoing, Sublicenses shall require reasonable due diligence in
      development and commercialization of Licensed Products/Processes. Biophan
      and AMP will cooperate to pursue appropriate remedies if any Sublicensee
      defaults. Any Sublicense may continue in effect notwithstanding
      termination of this Agreement. Biophan may grant Sublicenses, for research
      and development purposes only, to AMR and any other third party without
      payment.

            2.3 No Challenges. Licensor shall not bring or authorize or assist a
      third party to bring any action under any other intellectual property now
      or in the future owned or licensed by Licensor to prevent a Licensee from
      exercising those rights granted by Licensor to Biophan and its Affiliates
      hereunder. Licensor shall impose this covenant on any assignee of any
      Patent Rights.

3. COMPENSATION.

            3.1 Royalties. Biophan shall pay Licensor a royalty of:


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                  3.1.1 [***]; and

                  3.1.2 twenty-five percent (25%) of Revenues.

            3.2 Minimum Royalties. Biophan shall pay minimum royalties to
      Licensor at the rate of (i) [***] for the first year of the term of this
      Agreement ("Term"); (ii) [***] for the second year of the Term (it being
      understood that the second year of the Term commences on the first
      anniversary of the Effective Date); and (iii) [***]; minimums may be
      credited against amounts due under Section 3.1, but only for [***] after
      each minimum payment is made. Minimums are payable quarterly on the first
      day of each calendar quarter, commencing with the calendar quarter ending
      [***].

            3.3 Pro-Ration.

                  3.3.1 Royalties. If Biophan or any of its Affiliates licenses
                  intellectual property from one or more third parties ("Third
                  Parties") which also covers any Licensed Product/Process of
                  Biophan or the Affiliate, the royalty rate applied under
                  Section 3.1.1 as to Net Sales derived from that Licensed
                  Product/Process will be [***]**

                  3.3.2 Revenues. If Biophan includes in any Sublicense one or
                  more sublicenses of intellectual property of one or more Third
                  Parties which covers any Licensed Product/Process, the
                  percentage of Revenues payable by Biophan under Section 3.1.2
                  as to that Licensed Product/Process will be: [***].

            3.4 Non-Cash Consideration. In the event that consideration in
      addition to or in lieu of money is received by Biophan, an Affiliate or
      other Licensee for the sale, use or distribution of Licensed
      Product/Process in an arms-length transaction, the fair market value of
      such consideration (as of the date it is received by Biophan, the
      Affiliate or other Licensee) shall be included in the determination of Net
      Sales and Revenue, as applicable, for such sale, use or distribution
      transaction. To the extent that Licensed Product/Process are sold,
      licensed, used, or distributed in other than an arms-length transaction,
      Net Sales and Revenue, as applicable, for such transaction shall be the
      average sales price of Licensed Product/Process during the applicable
      calendar quarter in the country in which the non-arms-length transaction
      occurred.

            3.5 Payment Terms. Royalties are payable quarterly within forty-five
      (45) days after each calendar quarter. Payments hereunder shall be
      considered to be made as of the day on which they are received at
      Licensor's designated bank. If any amount collected or owed is stated in a
      currency other than United States Dollars, then, for purposes of
      calculating the amount due Licensor hereunder, such amount shall be
      converted into United States Dollars at the exchange rate between those
      two currencies published in The Wall Street Journal for the last business
      day of the applicable calendar quarter for which such payments are being
      paid. If no such exchange rate for a currency in a country has been quoted
      in The Wall Street Journal during the twelve (12) month period preceding
      the date on which such amount becomes due to Licensor under this
      Agreement, such amount payable for the country per unit of Licensed
      Product/Process shall be the average amount most recently paid by the
      Licensee for each unit of the Licensed Product/Process in the country with
      the largest sales volume of the applicable Licensed Product/Process for
      which a currency conversion to United States Dollars is published in The
      Wall Street Journal.

*** Material omitted pursuant to a confidential treatment request and filed
separately with the Commission.


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<PAGE>

            3.6 Royalty Term. Royalties are payable for each Licensed
      Product/Process, on a country by country basis, [***].

            3.7 Tax Withholding. If Biophan or any of its Affiliates is
      required, under the laws of any country, to withhold any tax with respect
      to any payment to Licensor, the tax will be deducted and paid to the
      taxing authority. Biophan or the applicable Affiliate will notify Licensor
      and promptly furnish Licensor with original receipts of any tax
      certificate or other available documentation evidencing the tax withheld.
      Biophan and its Affiliates will use commercially reasonable efforts to
      minimize any withholding.

            3.8 Additional Compensation.

                  3.8.1 As a one-time fee, Biophan will (i) pay Licensor One
                  Hundred Eighty-Five Thousand United States Dollars ($185,000)
                  (the "Payment"); and (ii) issue to Licensor 200,000 shares of
                  restricted common stock of Biophan, par value $.005 per share
                  (the "Shares"). The Shares are to be issued subject to the
                  terms and conditions set forth in Exhibit B.

                  3.8.2 A wire transfer for [***] of the Payment shall be made
                  to the bank account designated by Licensor within two business
                  days after Biophan has received wire transfer instructions
                  from Licensor. Biophan shall issue a certificate for [***] to
                  Licensor no later than April 30, 2005; however, Licensor shall
                  not transfer the Initial Shares until the remaining [***] of
                  the Shares are received. [***]

                  3.8.3 Licensor shall have until December 31, 2005, to meet the
                  condition of Section 3.8.2. If the condition has not been met
                  by that date, Biophan may, at its election, grant additional
                  [***] extensions of time to meet the condition or terminate
                  this Agreement. Notwithstanding any other provision contained
                  in this Agreement, if the Payment and Shares have not been
                  received by Licensor by December 31, 2005, Licensor shall have
                  the right to terminate this Agreement without recourse or
                  liability and such right shall continue until the remaining
                  [***] of the Payment and [***] of the Shares are received;
                  provided, however, that if Licensor exercises its termination
                  right under this Section 3.8.3, it shall simultaneously
                  reimburse to Biophan the initial [***] of the Payment received
                  and assign the Initial Shares to Biophan.

4. DUE DILIGENCE.

            4.1 Diligence. Biophan will use commercially reasonable diligent
      efforts to complete the development and commercialization of Licensed
      Products/Processes through Sublicenses, subject to Sections 2.2 and 4.2.
      Biophan may, but is not obligated to, develop, manufacture, and market
      Licensed Products/Processes itself. Biophan will provide an annual
      research, development and commercialization plan to Licensor.

*** Material omitted pursuant to a confidential treatment request and filed
seperately with the Commission.

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<PAGE>

            4.2 Sublicense Terms and Conditions. Each Sublicense shall be
      subject to the requirements of Section 2.2 and no Sublicense shall be
      entered into by Biophan or any Affiliate other than in strict compliance
      with the terms and conditions of Section 2.2. Without limitation to the
      foregoing, each Sublicense shall be for one or more exclusive or
      non-exclusive fields of use, with upfront license fees, minimum
      pre-commercialization quarterly R&D payments, and minimum
      post-commercialization quarterly royalty payments.

            4.3 Assistance of AMR. If, as a result of an introduction initiated
      with the assistance of Dr. Friebe or Dr. Melzer, Biophan enters into any
      intellectual property license agreement which does not cover Patent
      Rights, Know-how or Clinical IP, Biophan will pay AMR a finder's fee of
      [***] from time to time from the licensee under each such agreement,
      excluding from the computation any reimbursement of expenses and research
      and development payments for bona fide research and development services
      performed by or on behalf of Biophan, except that Biophan will pay AMR a
      finder's fee of [***] of the research and development payments received
      and used by Biophan for such research and development.

5. REPORTS/RECORDS.

            5.1 Progress. After the second and fourth calendar quarters of each
      year, at the time royalty payments are due, Biophan shall report progress
      against marketing plans and milestones.

            5.2 Books and Records. Each Licensee shall keep accurate books of
      account adequate to show amounts payable under this Agreement and the
      performance of Licensee's other obligations hereunder for three (3) years
      after each applicable year.

            5.3 Audit Request. Each Licensee will permit an independent,
      certified public accountant appointed and paid by Licensor (or as to
      Sublicenses, paid for by Biophan and initiated at the request of either
      Licensor or Biophan) and reasonably acceptable to Licensee, upon ten (10)
      days' notice and no more often than once per calendar year, to examine and
      make copies of applicable records and other documents for the purpose of
      verifying amounts and reports due from, and obligations to be performed
      by, Licensee. The results of each examination will be made available to
      Licensor, Biophan, and any applicable Licensee, and shall be considered
      Confidential Information. Should the audit discover an underpayment equal
      to the greater of five percent (5%) or Twenty Five Thousand Dollars
      ($25,000), the applicable Licensee shall pay the cost of the audit.

            5.4 Late Charge. All overdue payments will be paid promptly with a
      late charge of two percent (2%) per annum above the prime rate of J.P.
      Morgan Chase Manhattan Bank, N.A., as reported by The Wall Street Journal
      for the first business day of the month(s) for which the payment is
      overdue. Interest is payable from the date the payment was due.

*** Material omitted pursuant to a confidential treatment request and filed
separately with the Commission.


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<PAGE>

6. PATENT PROSECUTION; JOINT INVENTIONS.

            6.1 Prosecution. Licensor shall grant to Biophan a power-of-attorney
      to prosecute and maintain Patent Rights through attorneys of Biophan's
      choice. Biophan will diligently apply for, prosecute, and maintain the
      Patent Rights as Biophan deems best. Biophan will keep Licensor informed
      of the status of all patent matters by an oral quarterly summary and an
      annual written summary. Licensor will cooperate with Biophan in patent
      prosecution as requested. All information learned by Licensor pursuant to
      this Section 6.1 will be Confidential Information.

            6.2 Patent Costs. Biophan will pay all legal fees and out-of-pocket
      costs relating to the filing, prosecution, and maintenance of Patent
      Rights from the Effective Date until sixty (60) days after termination of
      this Agreement. Thereafter, the obligations will be Licensor's
      responsibility. Biophan may elect not to pay any such cost, in which case
      the applicable patent or patent application shall not be part of the
      Patent Rights and Licensor may assume the prosecution or maintenance, at
      Licensor's expense. If Licensor learns of any fees payable in connection
      with the Patent Rights, Licensor will promptly notify Biophan.

            6.3 Joint Inventions. This Agreement is partially a "joint research
      agreement" among Licensor, Biophan, and AMR, as such an agreement is
      defined under the CREATE Act, 35 U.S.C. Section 103(c), under which
      Biophan will carry out some of its obligations pursuant to Section 4.
      Intellectual property developed in the fields of (i) stents and other
      medical devices with resonant circuits to enhance imaging, (ii) devices
      and methods to determine the position of a stent and other positionable
      objects, (iii) vena cava filters, (iv) guidewires, (iv) positioning
      methods, (vi) blood vessel filters, and (vii) any other technologies that
      are within the scope of the Patent Rights will be deemed made as a result
      of activities undertaken within the scope of the joint research agreement
      and subject to the CREATE Act.

7. INFRINGEMENT.

            7.1 Notice. Each party shall inform the other promptly of any
      infringement of Patent Rights or misappropriation of Know-how.

            7.2 Enforcement. If any Patent Rights are infringed, Biophan, after
      consultation with Licensor, shall have the right, but not the obligation,
      to bring a patent infringement suit, at its expense, and to join Licensor
      in the suit. If Biophan declines to bring any suit, Licensor may proceed
      with a suit at its expense with Biophan's consent.

            7.3 Declaratory Judgment Suits. If a declaratory judgment suit is
      brought against Licensor or any Licensee, alleging invalidity,
      unenforceability, or non-infringement of any Patent Right, Biophan, at its
      option, shall have the right, within thirty (30) days after commencement
      of the suit, to assume the defense of the suit at its expense.


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            7.4 Third Party Infringement Suits. Licensor shall cooperate with
      Licensee in connection with its defense of third-party claims of or suits
      for infringement or misappropriation related to the manufacture, use or
      sale of Licensed Products/Processes. Licensor shall, have the right to
      join and be represented in any such suit, at its expense, by counsel of
      its choice. All out-of-pocket costs and expenses incurred by Licensee and
      any and all damages and other sums payable by it in the suit shall be
      deducted from sums otherwise payable to Licensor. Licensee shall have the
      right to settle any such claim or suit, subject to Licensor's written
      consent, which will not be unreasonably withheld or delayed.

            7.5 Recovery. Any amount received as an award in a suit or as a
      result of a license or settlement agreement entered into pursuant to any
      claim or suit under Section 7.2, 7.3 or 7.4 shall be distributed first, to
      reimburse the parties, pro rata, for their actual out-of-pocket legal fees
      and expenses incurred in connection with the suit. The balance shall be
      paid (i) seventy five percent (75%) to Biophan, and (ii) twenty-five
      percent (25%) to Licensor. Payments shall be made within thirty (30) days
      after funds are received and shall be accompanied by a report detailing
      the computation of the payments.

8. REPRESENTATIONS/WARRANTIES.

Licensor represents and warrants to Licensee as follows:

            8.1 Ownership. Licensor owns all right, title and interest in and to
      the Patent Rights and the Clinical IP and has the right to practice the
      Know-how, free and clear of liens, security interests, charges and other
      encumbrances, and no third party has any license, covenant not to sue,
      claim of ownership or other interest therein. No Patent Right has been
      abandoned. To Licensor's knowledge, Licensee's practice of the Patent
      Rights and Know-how will not infringe any patent or other right of any
      third party, and the Patent Rights are valid and enforceable. Except for
      amounts due under Section 3, no statutory or other amount is or will be
      owed to any current or prior owner, shareholder, inventor, or other person
      in connection with any Patent Right(s), Clinical IP, or Know-how.

            8.2 No Claims. No claim has been asserted or threatened by any
      third-party alleging that (i) any of the Patent Rights is invalid or
      unenforceable, or (ii) the development, manufacture, use or sale of
      Licensed Products/Processes infringes the rights of any third person.

            8.3 AMR Rights. The AMP-AMR License is cancelled as of the Effective
      Date. All rights of AMR, if any, in Patent Rights, Know-how and Clinical
      IP as of the Effective Date have been assigned to AMP in their entirety.

            8.4 No Other License. No rights with respect to the Patent Rights,
      Know-how, and Clinical IP have been granted except pursuant to this
      Agreement.

9. INDEMNIFICATION; INSURANCE.

            9.1 Licensees. Any Licensee that manufactures or performs any
      Licensed Product/Process, shall indemnify, defend, and hold harmless
      Licensor (and, in the case of Sublicensees, Biophan also) and their
      respective Affiliates, officers, employees, agents, successors, and
      assigns (the "Indemnitees"), against any claim, demand, liability, damage,
      loss, or expense (including reasonable attorneys' fees and expenses,
      whether incurred as the result of a third party claim or a claim to
      enforce this provision) incurred by or imposed upon any of the Indemnitees
      in connection with any third party claims, suits, or judgments arising out
      of any theory of liability (including tort, warranty, or strict liability
      suits or claims and whether or not such suit or claim has a factual basis)
      concerning any Licensed Product/Process (collectively, "Claims"), except
      to the extent that the damages claimed were caused by Licensor (or, if
      applicable, Biophan) or anyone under its direction or control.


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<PAGE>

            9.2 Procedure. The Indemnitees shall provide Licensee with prompt
      written notice of any Claim for which indemnification is sought. Licensee,
      at its expense, shall defend any such Claim. The Indemnitees shall
      cooperate fully in such defense and permit Licensee to conduct and control
      the defense and the disposition of the Claim (including all decisions
      relative to appeal, and settlement); provided, however, that any
      Indemnitee shall have the right to retain its own counsel at the
      Indemnitee's expense. Licensee shall keep Licensor (or, if applicable,
      Biophan) informed of the progress in the defense and disposition of any
      Claim and shall consult with Licensor (or, if applicable, Biophan) with
      regard to any proposed settlement. Licensee shall obtain the written
      consent of Licensor (or, if applicable, Biophan) to any settlement which
      would adversely affect Licensor (or, if applicable, Biophan).

            9.3 Insurance. If any Licensee manufactures, sells or performs a
      Licensed Product/Process, it shall maintain in full force and effect at
      all times with a reputable commercial insurance carrier commercial general
      liability insurance of a type as may be necessary to protect their
      interests and fulfill its obligations under this Agreement (and, if
      applicable, under its Sublicense), including without limitation
      contractual liability insurance, covering the marketing, sale,
      distribution, use and performance of Licensed Products/Process in an
      amount of at least Five Million Dollars ($5,000,000) per occurrence and
      Ten Million Dollars ($10,000,000) in the aggregate. Such insurance (i)
      shall be issued by an insurer licensed to practice in, as to Biophan, the
      State of New York and otherwise in the State(s) in which Licensee
      undertakes activities in connection with the exercise of its rights, or an
      insurer pre-approved by Licensor (or Biophan, if applicable), such
      approval not to be unreasonably withheld, (ii) shall be endorsed to
      include product liability coverage, and (iii) shall require thirty (30)
      days' written notice to Licensor (or Biophan, if applicable) before any
      cancellation or material change. Licensee shall, upon request, provide
      Licensor (or Biophan, if applicable) with Certificates of Insurance and
      the underlying policy(ies) evidencing compliance with this Section 9.3.
      Biophan and each such Licensee shall maintain such insurance five (5)
      years after termination of this Agreement or any Sublicense, whichever
      occurs last.

10. CONFIDENTIALITY.

            10.1 Confidential Information. During and for three (3) years after
      the Term, Receiver will use commercially reasonable efforts, but no less
      than the protection given to its own confidential information, to maintain
      in confidence all Confidential Information. Receiver will only disclose
      the Confidential Information to individuals who reasonably need to know
      such Information for Receiver to perform its obligations or otherwise
      conduct its activities hereunder, including Receiver's legal, financial
      and business advisors.


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            10.2 Use of Name. No party may at any time use the name or variant
      thereof of another party without the prior written consent of other party,
      which consent will not be unreasonably delayed or withheld.
      Notwithstanding the foregoing, Biophan may state that the Patent Rights
      are licensed from Licensor.

11. TERMINATION.

            11.1 Termination by Licensor. Licensor may terminate this Agreement
      and the rights granted to Biophan hereunder upon the happening of any of
      the following events:

            (i) Biophan breaches any material provision of this Agreement and
      has not cured such breach within thirty (30) days after notice from
      Licensor specifying the nature of such breach or default in reasonable
      detail;

            (ii) Biophan generally ceases to conduct its business as it has
      generally conducted such business; or

            (iii) a bankruptcy petition is filed by or against Biophan, Biophan
      enters into creditor's arrangement or comparable proceeding, or a receiver
      is appointed for substantially all of the assets or business of Biophan,
      and such petition, proceeding, or appointment is not dismissed or vacated
      within ninety (90) days from the date of such filing, proceeding, or
      appointment.

11.2  Termination by Biophan. Biophan may terminate this Agreement:

            (i) without cause on thirty (30) days' written notice to Licensor
      but only by payment simultaneous with such termination of the Termination
      Payment (as defined below), and following such termination, Biophan will
      remain liable for, without limitation, all payments due Licensor before
      the end of the 30-day notice period; or

            (ii) if Licensor breaches any material provision of this Agreement
      and has not cured the breach within thirty (30) days after notice
      specifying the nature of the breach in reasonable detail.

      "Termination Payment" means (a) at any time prior to the end of the second
      year of the Term, as a lump-sum payment, the balance of any payments due
      under Section 3.2 for the second year of the Term determined as if the
      Agreement had not been terminated; (b) at any time following the end of
      the second year of the Term where Biophan has satisfied its obligations
      under Section 3.2 with respect to the second year of the Term and to the
      extent due as of the notice of termination, any payments under Section 3.2
      with respect to the third year or fourth year of the Term, as a lump-sum
      payment, fifty percent (50%) of the balance of any payments due under
      Section 3.2 for the third year or fourth year of the Term, whichever is
      the year of termination, determined as if the Agreement had not been
      terminated; and (c) after the fourth year of the Term, zero.


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            11.3 Bankruptcy. All rights and licenses granted under or pursuant
      to this Agreement by Licensor to Licensee are, for all purposes of Section
      365(n) of Title 11 of the United States Code ("Title 11") or other
      relevant bankruptcy or insolvency law (collectively, "Law"), licenses of
      rights to "intellectual property" as defined in Title 11 or such other
      Law. During the Term Licensor shall, to the extent practicable, create and
      maintain current copies of all such intellectual property. If a bankruptcy
      proceeding is commenced by or against Licensor under Title 11 or other
      Law, Licensee shall be entitled to a copy of any and all such intellectual
      property and all embodiments of such intellectual property, and the same,
      if not in the possession of Licensee, shall be promptly delivered to it
      (a) upon Licensee's written request following the commencement of such
      bankruptcy proceeding, unless Licensor or its respective trustee or
      receiver, elects within thirty (30) days to continue to perform all of its
      obligations under this Agreement, or (b) if not delivered as provided
      under clause (a) above, upon Licensee's request following the rejection of
      this Agreement by or on behalf of Licensor. If Licensee has taken
      possession of all applicable embodiments of the intellectual property of
      Licensor pursuant to this Section 11.3 and the trustee in bankruptcy of
      Licensor does not reject this Agreement, Licensee shall return such
      embodiments upon request. If Licensor seeks or involuntarily is placed
      under Title 11 or other provision under comparable Law and the trustee
      rejects this Agreement as contemplated under 11 U.S.C. 365(n)(1) or other
      comparable Law, Licensee hereby elects, pursuant to Section 365(n) or
      other comparable Law, to retain all rights granted to Licensee under this
      Agreement to the extent permitted by law.

            11.4 Effect of Termination. Upon termination of this Agreement for
      any reason, nothing herein will be construed to release any party from any
      obligation that matured prior to the effective date of the termination.
      Subject to the foregoing, Sections 3 (but only as to Sublicenses then
      outstanding), 5 (but for no longer than the period provided in Section
      5.2), and 9 through 14 will survive any such termination. Licensee may,
      however, after the effective date of such termination, sell all Licensed
      Products then in existence, and complete Licensed Products in the process
      of manufacture at the time of such termination and sell the same, provided
      Licensee makes the payments and delivers the reports to Licensor as
      required by this Agreement. Upon termination, Biophan will assign its
      rights under all Sublicenses to Licensor, and Licensor shall assume
      Biophan's rights and obligations under the Sublicenses.

            11.5 Return of Information. Upon termination of this Agreement,
      Receiver will return all information (including Confidential Information)
      and other material supplied to Receiver directly or indirectly by
      Discloser, including all copies thereof in whole or in part made by or on
      behalf of Receiver, except that Receiver may keep one archival copy of
      such materials.

12. NOTICES.

            Any notices required or permitted by this Agreement shall be in
      writing, and personally delivered or sent by prepaid express courier
      service (signature required). Notices shall be effective upon receipt.
      Notices shall be sent to the addresses of the parties specified on the
      first page of this Agreement or such other address as changed by notice.
      In the event of notice to Licensor, a copy shall be provided in like
      manner to: Stephen Kutenplon, Esq., Tarlow Breed Hart & Rodgers, PC, 101
      Huntington Avenue, Boston, Massachusetts 02199.


                                       11
<PAGE>

13. GENERAL COMPLIANCE WITH LAWS.

            13.1 Compliance with Laws. Licensee shall comply with all local,
      state, federal, and international laws and regulations relating to its
      performance under this Agreement and, as applicable, its performance under
      any Sublicense to which it is at any time a party, including but not
      limited to the development, manufacture, use, and sale of any Licensed
      Product/Process, including export control laws. Without limiting the
      generality of this Section 13.1, Licensee shall be responsible for the
      preparation and submission of all applications relating to any required
      regulatory approval of any Licensed Product/Process, whether by the FDA or
      other regulatory body.

            13.2 Marking of Products. Licensee shall mark all of its Licensed
      Products that are manufactured or sold under this Agreement with the
      number of each applicable patent of the Patent Rights that applies to the
      Licensed Products. Licensee shall annually provide Licensor with notice of
      compliance with this Section 13.2.

14. MISCELLANEOUS.

            14.1 Entire Agreement. This Agreement contains the entire agreement
      of the parties with respect to its subject matter, and supersedes all
      previous negotiations, agreements and commitments with respect thereto,
      written or oral. It may be changed only by a writing signed by the party
      or parties against whom enforcement of any waiver, modification, extension
      or discharge is sought. Neither party may assign its rights or obligations
      hereunder without the prior written consent of the other, and this
      Agreement is binding upon the parties and their representatives,
      successors, and permitted assigns.

            14.2 Counterparts. This Agreement may be signed in two or more
      counterparts, each of which will be deemed an original, but all of which
      together will constitute one and the same instrument.

            14.3 Headings. The headings contained in this Agreement are for
      reference purposes only and will not affect in any way the meaning or
      interpretation of this Agreement.

            14.4 Governing Law. This Agreement will be governed by and construed
      in accordance with the laws of the State of New York, without reference to
      principles of conflict of laws thereof. No provision of this Agreement
      will be applied or construed in a manner inconsistent with applicable
      federal laws and regulations. Courts located in the County of Monroe,
      State of New York and Boston, Massachusetts shall each have non-exclusive
      jurisdiction over claims or disputes involving this Agreement, and the
      parties consent to the irrevocable exclusive jurisdiction of the state and
      federal courts located in both locations. Licensor agrees that service of
      process may be made upon it by delivering any pleadings or other documents
      to Licensor's counsel as specified in Section 12. If such service is made,
      Licensor shall not assert that it has not been adequately served and will
      not raise any related defense or other objection with respect thereto.


                                       12
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement through
their duly authorized representatives.

aMRIs Patente GmbH                        Biophan Technologies, Inc.


BY: __________________________            BY: __________________________

       Dr. Michael Friebe                            Timm Diestel


Per power-of-attorney granted by          Per power-of-attorney granted by the
Geschaftsfuhrer of aMRIs Patente GmbH     CEO of Biophan Technologies, Inc.


Dr. Michael Friebe ("Friebe") and Dr. Andreas Melzer ("Melzer"), both of whom
control Licensor, hereby agree from and after the Effective Date to execute such
documents and perform such acts as are necessary or desirable to effect the full
intent and purposes of this Agreement, including Section 3.8, and agree not to
do anything inconsistent with effecting such intent and purposes. Without
limiting the foregoing, if any Patent Right(s) is(are) not licensable by
Licensor to Biophan and its Affiliates because the transfer of any Patent
Right(s) to Licensor was not legally valid, Friebe and Melzer, on behalf of
themselves and any entity either or both own or control, including without
limitation "Dr. Michael Friebe Patenthalte GbR", herewith license the Patent
Right(s) to Biophan and its Affiliates on the applicable terms set forth in this
Agreement.

------------------------------            ------------------------------
         Dr. Michael Friebe                     Dr. Andreas Melzer





AMR is a party to this Agreement for the purposes of Sections 6.3 and 8.3. AMR
agrees to (1) the applicable terms and conditions of Sections 6.3 and 8.3, and
(2) execute such documents and perform such acts as Biophan may request to
effect the intent and purposes of those Sections.

aMRIs GmbH

BY: __________________________
ITS:     Geschaftsfuhrer


                                       13
<PAGE>

                                     EXHIBIT A

                                                        Patent Rights
<TABLE>
<CAPTION>
[***]
                    Applicant           Inventors       Assignment        Assignment       Assignment      Registered
                                                       Inventors to     to Friebe GBR      GBR to AMP        Owner
                                                         --------
<S>             <C>                   <C>               <C>             <C>                <C>             <C>
[***]            [***]                [***]              [***]


[***]            [***]

[***]            [***]                                                                                     [***]

[***]            [***]                                                                                     [***]
[***]            [***]
[***]            [***]

[***]
</TABLE>

*** Material omitted pursuant to a confidential treatment request and filed
separately with the Commission.

<PAGE>

<TABLE>
<CAPTION>

[***]
                    Applicant           Inventor        Assignment        Assignment       Assignment      Registered
                                                       Inventors to     to Friebe GBR      GBR to AMP         Owner
                                                         --------
<S>             <C>                   <C>               <C>             <C>                <C>             <C>
[***]            [***]                [***]



                 [***]
[***]
                 [***]
[***]
[***]
[***]            [***]
[***]            [***]
[***]            [***]
</TABLE>


*** Material omitted pursuant to a confidential treatment request and filed
separately with the Commission.


<PAGE>

<TABLE>
<CAPTION>

[***]
                    Applicant           Inventor        Assignment        Assignment       Assignment      Assignment     Registered
                                                       Inventor to         Siemens         to Friebe         GBR to         Owner
                                                         Siemens                              GBR              AMP
<S>             <C>                   <C>               <C>             <C>                <C>             <C>             <C>
[***]            [***]                [***]                               [***]
[***]            [***]                                                    [***]
</TABLE>

* Per Dr. Muller.

*** Material omitted pursuant to a confidential treatment request and filed
separately with the Commission.


<PAGE>

<TABLE>
<CAPTION>

[***]
                    Applicant           Inventor        Assignment        Assignment       Assignment      Assignment     Registered
                                                       Inventor to         Siemens         to Friebe         GBR to         Owner
                                                         --------                             GBR              AMP
<S>             <C>                   <C>               <C>             <C>                <C>             <C>             <C>
[***]            [***]                [***]                               [***]                                           [***]
[***]
</TABLE>

* Per Dr. Muller.

*** Material omitted pursuant to a confidential treatment request and filed
separately with the Commission.

<PAGE>

<TABLE>
<CAPTION>

[***]
                    Applicant           Inventor        Assignment        Assignment       Assignment      Registered
                                                       Inventor to        to Friebe          GBR to          Owner
                                                         --------            GBR              AMP
<S>             <C>                   <C>               <C>             <C>                <C>             <C>
[***]            [***]                [***]
[***]            [***]                [***]             [***]
</TABLE>

* Per Dr. Muller.

<TABLE>
<CAPTION>

[***]
                    Applicant           Inventor        Assignment        Assignment       Assignment      Registered
                                                       Inventor to        to Friebe          GBR to          Owner
                                                         Siemens             GBR              AMP
                                                         --------
<S>             <C>                   <C>               <C>             <C>                <C>             <C>
[***]            [***]                [***]
</TABLE>

* Per Dr. Muller.

*** Material omitted pursuant to a confidential treatment request and filed
separately with the Commission.


<PAGE>

<TABLE>
<CAPTION>

[***]
                    Applicant           Inventor        Assignment         Assignment      Assignment      Registered
                                                       Inventors to      to Friebe           GBR to          Owner
                                                         --------            GBR              AMP
<S>             <C>                   <C>               <C>             <C>                <C>             <C>
[***]            [***]                [***]

[***]

[***]            [***]

[***]
</TABLE>

*** Material omitted pursuant to a confidential treatment request and filed
separately with the Commission.


<PAGE>


                                    EXHIBIT B

               Share Terms, Conditions, Restrictions, and Benefits

                                    EXHIBIT B

               Share Terms, Conditions, Restrictions and Benefits


            1. Definitions. In addition to capitalized terms that are defined in
      context, the following terms shall have the meanings set forth below.

            1.1 Biophan Shares. "Biophan Shares" shall mean the Shares and any
      other securities of Biophan issued in exchange for the Shares, as a
      dividend on the Shares or in connection with a stock split or other
      reorganization transaction affecting the Shares.

            1.2 Exchange Act. "Exchange Act" means the United States Securities
      Exchange Act of 1934, as amended.

            1.2 Holders. "Holders" shall mean Licensor and any person to whom
      Biophan Shares are transferred in accordance with the terms of this
      Exhibit B.

            1.3 Securities Act. "Securities Act" means the United States
      Securities Act of 1933, as amended.

            2. Representations of Holders. Each Holder represents and warrants
      to Biophan that:

            2.1 Such Holder has received all the information it considers
      necessary or appropriate for deciding whether to acquire the Biophan
      Shares. Such Holder has had an opportunity to ask questions and receive
      full answers from Biophan concerning, among other things, Biophan, its
      financial condition, its management, its prior activities and any other
      information which such Holder considers relevant or appropriate in
      connection with making an investment in the Biophan Shares.

            2.2 Such Holder acknowledges that Biophan Shares may be
      characterized as "restricted securities" under U.S. federal securities
      laws inasmuch as they are being acquired from Biophan in a transaction not
      involving a public offering and that under such laws and applicable
      regulations such securities may be resold without registration under the
      Securities Act, only in certain limited circumstances. Such Holder accepts
      and is able to bear the risks of holding Biophan Shares indefinitely. Such
      Holder, together with any advisors of such Holder, is capable of assessing
      the risks of an investment in Biophan Shares and is fully aware of the
      economic risks thereof.



<PAGE>

            2.3 Such Holder is acquiring Biophan Shares for investment for such
      Holder's own account, not as a nominee or agent, and not with a view to
      the resale or distribution of any part thereof, and such Holder has no
      present intention of selling, granting any participation in, or otherwise
      distributing the same. Such Holder does not have any contract,
      undertaking, agreement or arrangement with any person to sell, transfer or
      grant participations to any person with respect to any of Biophan Shares.
      Such Holder has not been organized for the purpose of acquiring the
      Biophan Shares.

            2.4 Such Holder is not a United States resident and/or a United
      States citizen (and at the time such Holder made a decision to acquire
      Biophan Shares, such Holder was outside of the United States (including
      its territories and possessions, any of the several States of the United
      States and the District of Columbia), and such Holder has satisfied itself
      as to the full observance of the laws of any jurisdiction applicable to
      such Holder in connection with the purchase of Biophan Shares. Such
      Holder's investment in and such Holder's continued beneficial ownership
      of, Biophan Shares will not cause such Holder to violate any applicable
      securities or other laws of any jurisdiction applicable to such Holder.

            2.5 Such Holder's residence is outside the United States (including
      its territories and possessions, any of the several States of the United
      States and the District of Columbia), and such Holder is not a U.S. Person
      as defined in Rule 902(k) of Regulation S under the Securities Act. Such
      Holder has not taken any actions that would cause the offer and sale of
      Biophan Shares to such Holder not to be made in an offshore transaction
      (as defined in Rule 902(h) of Regulation S), no directed selling efforts
      (as defined in Rule 902(c) of Regulation S) were made by such Holder in
      the United States, and such Holder is not acquiring Biophan Shares for the
      account or benefit of any U.S. Person. Such Holder understands and
      acknowledges that Biophan Shares may be issued in a transaction not
      subject to registration under the Securities Act by virtue of Regulation S
      promulgated under the Securities Act.

            3. Representations of Biophan. Biophan represents and warrants to
      each Holder that:

            3.1. Capitalization. Biophan's authorized capital stock consists of
      125,000,000 shares of common stock, $.005 par value per share ("Buyer
      Common Stock"), of which 74,017,832 shares were issued and outstanding as
      of January 13, 2005. Biophan's stock option plan provides for the granting
      of options to Biophan's employees, directors, consultants and advisors, to
      purchase an aggregate of up to 13,000,000 shares of Buyer Common Stock. As
      of February 29, 2004, Biophan had outstanding options and warrants to
      purchase an aggregate of 7,800,529 shares of Buyer Common Stock. Except
      for shares of Buyer Common Stock described in this Section 3.1 or issued
      after January 13, 2005, options and warrants described in this Section 3.1
      or granted after February 29, 2004, as of the date of this Agreement (i)
      there are no outstanding subscriptions, options, conversion rights,
      warrants, or other agreements or commitments of any nature whatsoever
      (either firm or conditional) obligating Biophan to issue, deliver, sell,
      or cause to be issued, delivered, or sold, any Biophan Common Stock or any
      additional shares or other equity interests in Biophan or obligating
      Biophan to grant, extend, or enter into any such agreement or commitment,
      and (ii) there are no rights of first refusal, pre-emptive rights, or
      other similar agreements obligating Biophan to offer Biophan Shares or any
      other shares of Biophan's share capital to any person.


                                       2
<PAGE>

            3.2. Duly Issued Shares. The Shares have been duly authorized and
      when issued in accordance with this Agreement will be validly issued,
      fully paid and non-assessable.

            3.3 Securities Laws. Biophan has not in the past nor will it
      hereafter take any action to sell, offer for sale or solicit offers to buy
      any securities of Biophan which would subject the offer, issuance or sale
      of the Shares, as contemplated by this Agreement, to the registration
      provisions of Section 5 of the Securities Act. Neither Biophan nor any of
      its affiliates (as defined in Rule 501(b) of Regulation D under the
      Securities Act) has directly, or through any agent, (i) sold, offered for
      sale, solicited offers to buy or otherwise negotiated in respect of, any
      "security" (as defined in the Securities Act) which will be integrated
      with the sale of the Shares in a manner that would require the
      registration of the Shares under the Securities Act, or (ii) engaged in
      any form of general solicitation or general advertising (as those terms
      are used in Regulation D under the Securities Act) in connection with the
      offering of the Shares. Subject to the accuracy of the representations and
      warranties contained in Section 2, the issuance of the Shares hereunder is
      exempt from the registration and prospectus delivery requirements of the
      Securities Act.

            3.4 SEC Filings. Since January 1, 2003, Buyer has filed all reports
      (collectively, the "SEC Reports") required to be filed by it with the
      Securities and Exchange Commission by the Securities Exchange Act of 1934,
      as amended (the "Exchange Act"). The SEC Reports: (i) were prepared in
      accordance with the requirements of the Exchange Act in all material
      respect s, and (i) as of their respective dates, did not contain any
      untrue statement of a material fact or omit to state any material fact
      necessary in order to make the statements made therein, in light of the
      circumstances under which they were made, not misleading.

            4. Covenants of Holders. Each Holder covenants and agrees as
      follows:

            4.1 Each Holder acknowledges and understands that Biophan Shares are
      "restricted securities" as defined in Rule 144 promulgated under the
      Securities Act. Each Holder hereby agrees not to offer or sell (as such
      terms are defined in the Securities Act and the rules and regulations
      promulgated thereunder) any Biophan Shares unless such offer or sale is
      made (i) pursuant to an effective registration of Biophan Shares under the
      Securities Act and/or applicable state securities laws, (ii) pursuant to
      an available exemption from the registration requirements of the
      Securities Act and/or applicable state securities laws, or (iii) in
      accordance with Regulation S promulgated under the Securities Act. Each
      Holder agrees that it will not engage in hedging transactions with regard
      to Biophan Shares other than in compliance with the Securities Act and the
      rules promulgated thereunder. Each certificate representing Biophan Shares
      shall contain the following legend:


                                       3
<PAGE>

      THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER
      ANY STATE SECURITIES LAWS. THESE SHARES MAY NOT BE OFFERED OR SOLD UNLESS
      SUCH OFFER OR SALE IS MADE (i) PURSUANT TO AN EFFECTIVE REGISTRATION OF
      THESE SHARES UNDER THE SECURITIES ACT AND/OR APPLICABLE STATE SECURITIES
      LAWS, (ii) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND/OR STATE SECURITIES LAWS, OR (iii)
      IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE SECURITIES ACT.
      HEDGING TRANSACTIONS INVOLVING THESE SHARES MAY NOT BE CONDUCTED EXCEPT IN
      COMPLIANCE WITH THE SECURITIES ACT AND THE RULES PROMULGATED THEREUNDER.

            4.2 If at any time or from time to time after the sale of any
      Biophan Shares has been registered under the Securities Act, Biophan
      notifies the Holders in writing that the registration statement or the
      prospectus forming a part thereof (taking into account any prior
      amendments or supplements thereto) pursuant to which the sale of such
      Biophan Shares was registered 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 Holders shall not offer or sell any Biophan Shares or
      engage in any other transaction involving or relating to Biophan Shares,
      from the time of the giving of notice with respect to such untrue
      statement or omission until the Holders receive written notice from
      Biophan that such untrue statement or omission no longer exists or has
      been corrected or disclosed in an effective post-effective amendment to
      such registration statement or a valid prospectus supplement to the
      prospectus forming a part thereof.

            4.3 In connection with any sale of Biophan Shares registered under
      the Securities Act, the Holders shall (i) deliver to the purchaser thereof
      the prospectus forming a part of the applicable registration statement and
      all relevant supplements thereto which have been provided by Biophan to
      the Holders 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 blue sky laws, and (ii) with the
      provisions of Regulation M promulgated under the Exchange Act.

            4.4 Biophan may refuse to register (or permit its transfer agent to
      register) any transfer of any Biophan Shares not made in accordance with
      this Section 4 and for such purpose may place stop order instructions with
      its transfer agent with respect to Biophan Shares. Any transfer of Biophan
      Shares other than in connection with an offer or sale registered under the
      Securities Act will require the Holder to deliver an opinion in a form
      reasonably acceptable to Biophan from counsel reasonably acceptable to
      Biophan that the offer or sale of Biophan Shares is exempt from
      registration under the Securities Act or complies with the requirements of
      Regulation S promulgated under the Securities Act.


                                       4
<PAGE>

            4.5 The Holders will cooperate with Biophan in all respects in
      connection with the performance by Biophan of its obligations under
      Section 5, including timely supplying all information reasonably requested
      by Biophan (which shall include all information regarding the Holders, and
      any person who beneficially owns Biophan Shares held by the Holders within
      the meaning of Rule 13d-3 promulgated under the Exchange Act, and the
      proposed manner of sale of Biophan Shares required to be disclosed in any
      registration statement in which any Biophan Shares are included) and
      executing and returning all documents reasonably requested in connection
      with the registration and sale of Biophan Shares. Each Holder hereby
      consents to be named as an underwriter in each registration statement in
      which such Holder's Biophan Shares are included, if applicable, in
      accordance with current Commission policy and, if necessary, to join in
      the request of Biophan for the acceleration of the effectiveness of such
      Registration Statement.

            4.6 No Holder nor any entity controlling any Holder, under such
      Holder's control or under common control with such Holder has, prior to
      the execution of this Agreement, and will not, for a period of eighteen
      (18) months following the execution of this Agreement, carry a net short
      position in the common stock of Biophan, participate in any short selling
      activities, recommendations, or collusion, directly or indirectly, as such
      activities relate to the common stock of Biophan. A net short position
      will include any derivative instruments such as a put option, collar, swap
      or any other instrument which would result in a net short position.

            5. Registration of Biophan Shares.

            5.1 Subject to Section 5.2, if Biophan for itself or any of its
      security holders shall at any time or times after the date hereof
      determine to register under the Securities Act any shares of its capital
      stock or other securities (other than: (i) the registration of an offer,
      sale or other disposition of securities solely to employees of, or other
      persons providing services to, Biophan, or any subsidiary pursuant to an
      employee or similar benefit plan; or (ii) relating to a merger,
      acquisition or other transaction of the type described in Rule 145 under
      the Securities Act or a comparable or successor rule, registered on Form
      S-4 or similar or successor forms), on each such occasion Biophan will
      notify each Holder then owning Biophan Shares of such determination at
      least thirty (30) days prior to the filing of such registration statement,
      and upon the request of any Holder given in writing within twenty (20)
      days after the receipt of such notice, Biophan will cause any of Biophan
      Shares specified by any such Holder to be included in such registration
      statement to the extent such registration is permissible under the
      Securities Act and subject to the conditions of the Securities Act (an
      "Incidental Registration"). The Holders shall be deemed to have so-called
      piggy-back registration rights by virtue of this Section 5.1 with respect
      to the Shares.


                                       5
<PAGE>

            5.2 If an Incidental Registration is an underwritten registration,
      and the managing underwriters shall give written advice to Biophan that,
      in their opinion, market conditions dictate that no more than a specified
      maximum number of securities as to all holders thereof (the "Underwriter's
      Maximum Number") could successfully be included in such Registration,
      then: (i) Biophan shall be entitled to include in such registration that
      number of securities which Biophan proposes to offer and sell for its own
      account in such registration and which does not exceed the Underwriter's
      Maximum Number; and (ii) Biophan may include in such registration that
      number of securities which shall have been requested by the holders
      thereof demanding such registration by proper exercise of so-called demand
      registration rights, (iii) Biophan will be obligated and required to
      include in such registration that number of Shares which shall have been
      requested by the Holders thereof and that number of securities which have
      been requested to be included by the holders thereof who are exercising
      so-called piggy-back registration rights (such Shares and other securities
      collectively, "Pari Passu Securities") to the full extent of the remaining
      portion of the Underwriter's Maximum Number, and (iv) Biophan may
      thereafter include in such registration any additional securities which
      have been requested to be included by the holders thereof having no
      contractual registration rights to the extent of the remaining portion of
      the Underwriter's Maximum Number. If less than all of the Pari Passu
      Securities requested to be included in any such registration can be so
      included due to these priority requirements, then the Pari Passu
      Securities so included will be allocated among the holders of Pari Passu
      Securities pro rata in accordance with the number of Pari Passu Securities
      sought to be included in such registration by such holders.

            5.3 As used herein, the term "Registration Statement" means a
      registration statement on such applicable form as determined by Biophan.
      Biophan may withdraw a Registration Statement at any time whether or not
      it has been declared effective and may de-register any Biophan Shares
      included in a Registration Statement so long as all securities included in
      the Registration Statement in which such Biophan Shares are included as
      simultaneously de-registered. The Holders' rights under this Section 5
      shall expire on the first anniversary of the date on which the Shares are
      issued.

            5.4 Biophan shall furnish to the Holders with respect to Biophan
      Shares registered under a Registration Statement (and to each underwriter,
      if any, of such Biophan Shares) such number of copies of prospectuses and
      such other documents as the Holders may reasonably request, in order to
      facilitate the public sale or other disposition of all or any of Biophan
      Shares by the Holders pursuant to such Registration Statement.

            5.5 Biophan shall file or cause to be filed such documents as are
      required to be filed by Biophan for normal blue sky clearance in states
      specified in writing by the Holders; provided, however, that Biophan shall
      not be required to qualify to do business or consent to service of process
      in any jurisdiction in which it is not now so qualified or has not so
      consented.


                                       6
<PAGE>

            5.6 With a view to making available to the Holders the benefits of
      Rule 144, Biophan agrees that so long as a Holder owns Biophan Shares
      purchased pursuant to this Agreement, to:

                  (i) comply with the provisions of paragraph (c)(1) of Rule
                  144; and

                  (ii) file with the Commission in a timely manner all reports
                  and other documents required to be filed by Biophan pursuant
                  to Section 13 or 15(d) under the Exchange Act; and, if at any
                  time it is not required to file such reports but in the past
                  had been required to or did file such reports, it will, upon
                  the request of the Holders, make available other information
                  as required by, and so long as necessary to permit sales of
                  its Biophan Shares pursuant to, Rule 144.

            5.7 Biophan shall bear all expenses incurred by it in connection
      with the procedures in paragraphs 5.1 through 5.6 of this Section 5 and
      the registration of Biophan Shares pursuant to each Registration
      Statement. Biophan shall not be responsible for any expenses incurred by
      any Holder in connection with its sale of Biophan Shares or its
      participation in the procedures in paragraphs 5.1 through 5.6 of this
      Section 5 including, without limitation, any fees and expenses of counsel
      or other advisers to the Holders and any underwriting discounts, brokerage
      fees and commissions incurred by the Holders.

            5.8 The rights of Holders under this Section 5 are not transferable
      except that Licensor may transfer its rights under this Section 5 to its
      shareholders in connection with a distribution of Shares to such
      shareholders; provided, such shareholders shall in connection with such
      transfer make the representations and warranties of Holders and agree to
      comply with the provisions of this Exhibit B applicable to Holders.

            5.9 Information Available. So long as a Registration Statement is
      effective covering the resale of Biophan Shares then still owned by the
      Holders, Biophan will furnish to the Holders:

            (a) as soon as practicable after available, copies of (i) its Annual
      Report to Stockholders (which Annual Report shall contain financial
      statements audited in accordance with generally accepted accounting
      principles by a firm of certified public accountants), (ii) upon written
      request, its Annual Report on Form 10-K or 10-KSB, (iii) upon written
      request, its Quarterly Reports on Form 10-Q or 10-QSB, (iv) upon written
      request, its Current Reports on Form 8-K, and (v) a full copy of each
      Registration Statement (the foregoing, in each case, excluding exhibits);
      and

            (b) upon the written request of the Holders, all exhibits excluded
      by the parenthetical to subparagraph (a)(v) of this Section 5.9.

            6. Indemnification.

            6.1. Indemnification of Biophan. Each Holder will indemnify, defend,
      and hold harmless Biophan and its officers, directors, shareholders,
      representatives, agents, and affiliates (collectively, "Biophan
      Indemnified Parties") from, against, and in respect of all claims,
      liabilities, actions, suits, proceedings, assessments, judgments, losses,
      damages, costs, and expenses (including interest, penalties, and
      reasonable accountants', experts', and attorneys' fees and disbursements,
      whether incurred in a third party action or an action to enforce this
      provision) (collectively, "Damages"), arising out of, relating to, or
      resulting from (i) any inaccuracy or breach of any of the written
      representations or warranties of such Holder made in this Exhibit B; or
      (ii) the breach of any covenant, obligation, or agreement of such Holder
      to be performed, fulfilled, or complied with pursuant to this Exhibit B.


                                       7
<PAGE>

            6.2 Indemnification of Holders. Biophan will indemnify, defend, and
      hold harmless each Holder and its officers, directors, shareholders,
      representatives, agents, and affiliates (collectively, the "Holder
      Indemnified Parties") from, against, and in respect of all Damages arising
      out of, relating to, or resulting from (i) any inaccuracy or breach of any
      of the written representations or warranties of Biophan made in this
      Exhibit B; or (ii) the breach of any covenant, obligation, or agreement of
      Biophan to be performed, fulfilled, or complied with pursuant to this
      Exhibit B.

            6.3. Legal Nature and Survival of Representations, Warranties,
      Covenants and Indemnification. As used in this Exhibit B, the terms
      "representation", "warranty" and the verbs "to represent" and "to warrant"
      refer to separate promises of guarantee. The representations and
      warranties set forth in the this Exhibit B will survive the issuance of
      the Shares and any investigation at any time made by or on behalf of
      Biophan or the Holders, as applicable, and will survive perpetually. The
      representations and warranties of the Holders shall not be affected or
      deemed waived by reason of any investigation made by or on behalf of
      Biophan (including but not limited to by any of their respective advisors,
      consultants or representatives) or by reason of the fact that Biophan or
      any of such advisors, consultants or representatives know or should have
      known that any such representation or warranty is or might be inaccurate.

            6.4. Limitation on Indemnification Obligations of Holders. The
      provisions of Section 6.1 shall be subject to the following provisions:

            (a) In no event shall either Holder have any indemnification
      obligation under Section 6.1 or otherwise in excess of the sum of 50% of
      the sum of (a) US $200,000, plus (b) the portion of the Payment received
      by Licensor under Section 3.8.1 of the attached License Agreement;
      provided, however, the foregoing limitation shall not apply in the event
      that the breach of a representation under clause (i) of Section 6.1 is
      based on the conduct of a Holder which is finally determined by a final
      judgment of a court of competent jurisdiction to have constituted fraud by
      either Holder committed with an actual intent to deceive Biophan ("Fraud
      Finding");

            (b) In no event shall either Holder have any liability for
      indemnification or otherwise under Section 6.1 until the total of all
      Damages with respect to such indemnification matters exceeds US $25,000.00
      (the "Claim Threshold"), and then only for the total amount of all Losses
      in excess of the Claim Threshold; provided that the Claim Threshold will
      not apply in the event of a Fraud Finding;


                                       8
<PAGE>


            (c) Biophan agrees, for itself and each of the other Biophan
      Indemnified Parties that the sole and exclusive remedy for any breach of
      this Exhibit B by Holders for any Damages arising herefrom or related
      hereto, including without limitation, any misrepresentation, breach of
      covenant or warranty, shall be the right of indemnification as and to the
      extent set forth in this Section 6, and in all events subject to all of
      the limitations herein, Biophan waiving all and each other available
      remedy, at law or in equity, except that any right to specific performance
      and such other rights and remedies as may be available in the event of a
      breach based on a Fraud Finding are hereby reserved;

            (d) Biophan on behalf of itself and each of the other Biophan
      Indemnified Parties, agrees that with respect to any Damages for which it,
      she or he is entitled to indemnification hereunder, it shall first seek
      indemnity or reimbursement, as applicable, under any policy or policies of
      insurance which provides coverage against the loss that is the subject
      matter of such Damages, if any, before being entitled to any recovery from
      the Holders, with the Holders' indemnity obligations being limited to that
      portion of the Damages which is not covered by such insurance (i.e. any
      deductibles or excess exposure);

            (e) the Holders' indemnification undertakings in this Section 6 are
      personal to the Biophan and each of the other Biophan Indemnified Parties
      as they exist as of the Effective Date and may not be enforced by any
      other person; and

            (f) In no instance will either of the Holders ever be liable to any
      of the Biophan Indemnified Parties for consequential, special, or indirect
      damages arising out of, related to, or in any way connected to this
      Exhibit B.

            6.5. Limitation on Indemnification Obligation of Biophan. The
      provisions of Section 6.2 shall be subject to the following provisions:

            (a) In no event shall Biophan have any liability for indemnification
      or otherwise under Section 6.2 until the total of all Damages with respect
      to such indemnification matters exceeds the Claim Threshold, and then only
      for the total amount of all Losses in excess of the Claim Threshold;
      provided that the Claim Threshold will not apply in the event that (1) the
      breach of a representation under clause (i) of Section 6.2 is based on the
      conduct of a Holder which is finally determined by a final judgment of a
      court of competent jurisdiction to have constituted fraud by either Holder
      committed with an actual intent to deceive Biophan ("Biophan Fraud
      Finding"), or (2) the breach of a covenant under clause (ii) of Section
      6.2 is based on Biophan's failure to comply with its obligations under
      Section 5.1 or Section 5.2 ("Piggy-back Rights Covenants");

            (b) Each Holder agrees, for itself and each of the other Holder
      Indemnified Parties that the sole and exclusive remedy for any breach of
      this Exhibit B by Biophan, for any Damages arising herefrom or related
      hereto, including without limitation, any misrepresentation, breach of
      covenant or warranty, shall be the right of indemnification as and to the
      extent set forth in this Section 6, and in all events subject to all of
      the limitations herein, Holders waiving all and each other available
      remedy, at law or in equity, except that any right to specific performance
      and such other rights and remedies as may be available to it in the event
      of a breach based on a Biophan Fraud Finding are hereby reserved and any
      right to specific performance is also reserved in the event of a breach of
      the Piggy-back Rights Covenants;


                                        9
<PAGE>

            (c) Each Holder, on behalf of itself and each of the other Holder
      Indemnified Parties, agrees that with respect to any Damages for which it,
      she or he is entitled to indemnification hereunder, it shall first seek
      indemnity or reimbursement, as applicable, under any policy or policies of
      insurance which provides coverage against the loss that is the subject
      matter of such Damages, if any, before being entitled to any recovery from
      Biophan, with Biophan's indemnity obligations being limited to that
      portion of the Damages which is not covered by such insurance (i.e. any
      deductibles or excess exposure);

            (d) Biophan's indemnification undertakings in this Section 6 are
      personal to the Holders and each of the other Holder Indemnified Parties
      as they exist as of the Effective Date and may not be enforced by any
      other person; and

            (e) In no instance will Biophan ever be liable to any of the Holder
      Indemnified Parties for consequential, special, or indirect damages
      arising out of, related to, or in any way connected to this Exhibit B.

            6.6. Registered Sale of Biophan Shares. For the purpose of this
      Section 6.6:

                  (i) the term "Holders' Affiliate" shall mean any person who
                  controls either of the Holders within the meaning of Section
                  15 of the Securities Act or Section 20 of the Exchange Act;
                  and


                  (ii) the term "Registration Statement" shall include any final
                  prospectus, exhibit, supplement or amendment included in or
                  relating to a Registration Statement referred to in Section 5.


            (a) Subject to the provisions of Section 6.5, Biophan agrees to
      indemnify and hold harmless the Holders and each Holders' Affiliate,
      against any losses, claims, damages, liabilities or expenses, joint or
      several, to which such Holders or such Holders' Affiliate may become
      subject, under the Securities Act, the Exchange Act, or any other federal
      or state statutory law or regulation, or at common law or otherwise
      (including in settlement of any litigation, if such settlement is effected
      with the written consent of Biophan), insofar as such losses, claims,
      damages, liabilities or expenses (or actions in respect thereof as
      contemplated below) arise out of or are based upon (i) any untrue
      statement or alleged untrue statement of any material fact contained in a
      Registration Statement, as amended as of the date the applicable
      Registration Statement is declared effective (the "Effective Date"),
      including any information deemed to be a part thereof as of the time of
      effectiveness pursuant to paragraph (b) of Rule 430A, or pursuant to Rule
      434 promulgated under the Securities Act, or the prospectus, in the form
      first filed with the Commission pursuant to Rule 424(b) of the
      Regulations, or filed as part of such Registration Statement at the time
      of effectiveness if no Rule 424(b) filing is required (the "Prospectus"),
      or any amendment or supplement thereto, and


                                       10
<PAGE>

      (ii) the omission or alleged omission to state in such Registration
      Statement as of the applicable Effective Date a material fact required to
      be stated therein or necessary to make the statements in such Registration
      Statement or any post-effective amendment or supplement thereto, or in the
      Prospectus or any amendment or supplement thereto, not misleading, in each
      case in the light of the circumstances under which the statements
      contained therein were made, and will reimburse the Holders and each such
      Holders' Affiliate for any legal and other expenses as such expenses which
      are reasonably incurred by the Holders or such Holders' Affiliate in
      connection with investigating, defending, settling, compromising or paying
      any such loss, claim, damage, liability, expense or action; provided,
      however, that Biophan will not be liable in any such case to the extent
      that any such loss, claim, damage, liability or expense arises out of or
      is based upon (w) an untrue statement or alleged untrue statement or
      omission or alleged omission made in a Registration Statement, the
      Prospectus or any amendment or supplement thereto in reliance upon and in
      conformity with written information furnished to Biophan by any Holder
      expressly for use therein, or (x) the failure of any Holder to comply with
      the covenants and agreements contained in Section 4 of this Exhibit B
      respecting the sale of Biophan Shares, or (y) the inaccuracy of any
      representations made by any Holder herein or (z) any statement or omission
      in any Prospectus that is corrected or disclosed in any subsequent
      Prospectus that was delivered to the Holders prior to the pertinent sale
      or sales by the Holders.

            (b) Subject to the provisions of Section 6.4, each Holder will
      indemnify and hold harmless Biophan, each of its directors, each of its
      officers who signed a Registration Statement and each person, if any, who
      controls Biophan within the meaning of the Securities Act and the Exchange
      Act, against any losses, claims, damages, liabilities or expenses to which
      Biophan, each of its directors, each of its officers who signed such
      Registration Statement or controlling person may become subject, under the
      Securities Act, the Exchange Act, or any other federal or state statutory
      law or regulation, or at common law or otherwise (including in settlement
      of any litigation, if such settlement is effected with the written consent
      of such Holder) insofar as such losses, claims, damages, liabilities or
      expenses (or actions in respect thereof as contemplated below) arise out
      of or are based upon (i) any failure to comply with the covenants and
      agreements contained in Section 4 hereof respecting the sale of Biophan
      Shares, or (ii) any (x) untrue or alleged untrue statement of any material
      fact contained in such Registration Statement, the Prospectus, or any
      amendment or supplement thereto, or (y) omission or alleged omission to
      state in such Registration Statement, the Prospectus or any amendment or
      supplement thereto a material fact required to be stated therein or
      necessary to make the statements in such Registration Statement or any
      amendment or supplement thereto, or in the Prospectus or any amendment or
      supplement thereto, not misleading, in each case in the light of the
      circumstances under which they were made; provided, that such Holder's
      indemnification obligation under this clause (ii) shall apply to the
      extent, and only to the extent, that such untrue statement or alleged
      untrue statement or omission or alleged omission was made in such
      Registration Statement, the Prospectus, or any amendment or supplement
      thereto, in reliance upon and in conformity with written information
      furnished to Biophan by such Holder expressly for use therein, and will
      reimburse Biophan, each of its directors, each of its officers who signed
      such Registration Statement or controlling person for any legal and other
      expense reasonably incurred by Biophan, each of its directors, each of its
      officers who signed such Registration Statement or controlling person in
      connection with investigating, defending, settling, compromising or paying
      any such loss, claim, damage, liability, expense or action.


                                       11
<PAGE>

            (c) Promptly after receipt by an indemnified party under this
      Section 6.6 of notice of the threat or commencement of any action, such
      indemnified party will, if a claim in respect thereof is to be made
      against an indemnifying party under this Section 6.6, promptly notify the
      indemnifying party in writing thereof; provided, the omission so to notify
      the indemnifying party will not relieve it from any liability which it may
      have to any indemnified party for contribution (except as provided in
      Section 6.6(d)) or otherwise than under the indemnity agreement contained
      in this Section 6.6 or to the extent it is not prejudiced as a result of
      such failure. In case any such action is brought against any indemnified
      party and such indemnified party seeks or intends to seek indemnity from
      an indemnifying party, the indemnifying party will be entitled to
      participate in, and, to the extent that it may wish, jointly with all
      other indemnifying parties similarly notified, to assume the defense
      thereof with counsel reasonably satisfactory to such indemnified party.
      Upon receipt of notice from the indemnifying party to such indemnified
      party of its election so to assume the defense of such action and approval
      by the indemnified party of counsel, the indemnifying party will not be
      liable to such indemnified party under this Section 6.6 for any legal or
      other expenses subsequently incurred by such indemnified party in
      connection with the defense thereof unless the indemnified party shall not
      have employed counsel reasonably satisfactory to the indemnified party to
      represent the indemnified party within a reasonable time after notice of
      commencement of action, in which case the reasonable fees and expenses of
      counsel shall be at the expense of the indemnifying party.

            (d) If the indemnification provided for in this Section 6.6 is
      required by its terms but is for any reason held to be unavailable to or
      otherwise insufficient to hold harmless an indemnified party under
      paragraphs (a) or (b) of this Section 6.6 in respect to any losses,
      claims, damages, liabilities or expenses referred to herein (subject to
      the limitation of Section 6.6(c)), then each applicable indemnifying party
      shall contribute to the amount paid or payable by such indemnified party
      as a result of any losses, claims, damages, liabilities or expenses
      referred to herein (i) in such proportion as is appropriate to reflect the
      relative benefits received by Biophan and the Holders from the sale of
      Biophan Shares as contemplated by this Exhibit B or (ii) if the allocation
      provided by clause (i) above is not permitted by applicable law, in such
      proportion as is appropriate to reflect not only the relative benefits
      referred to in clause (i) above but the relative fault of Biophan and the
      Holders in connection with the statements or omissions or inaccuracies in
      the representations and warranties in this Exhibit B that resulted in such
      losses, claims, damages, liabilities or expenses, as well as any other
      relevant equitable considerations. The relative fault of Biophan on the
      one hand and the Holders on the other shall be determined by reference to,
      among other things, whether the untrue or alleged statement of a material
      fact or the omission or alleged omission to state a material fact or the
      inaccurate or the alleged inaccurate representation and/or warranty
      relates to information supplied by Biophan or by the Holders and the
      parties' relative intent, knowledge, access to information and opportunity
      to correct or prevent such statement, omission or inaccuracy. The amount
      paid or payable by a party as a result of the losses, claims, damages,
      liabilities and expenses referred to above shall be deemed to include,
      subject to the limitations set forth in Section 6.6(c), any legal or other
      fees or expenses reasonably incurred by such party in connection with
      investigating or defending any action or claim. The provisions set forth
      in Section 6.6(c) with respect to the notice of the threat or commencement
      of any threat or action shall apply if a claim for contribution is to be
      made under this Section 6.6(d); provided, however, that no additional
      notice shall be required with respect to any threat or action for which
      notice has been given under Section 6.6(c) for purposes of
      indemnification. Biophan and each Holder agree that it would not be just
      and equitable if contribution pursuant to this Section 6.6 were determined
      solely by pro rata allocation or by any other method of allocation which
      does not take account of the equitable considerations referred to in this
      paragraph. Notwithstanding the provisions of this Section 6.6, the Holders
      shall not be required to contribute any amount in excess of the amount by
      which the sale price of Biophan Shares sold exceeds the amount of any
      damages that the Holders have otherwise been required to pay by reason of
      such untrue or alleged untrue statement or omission or alleged omission.
      No person guilty of fraudulent misrepresentation (within the meaning of
      Section 11(f) of the Securities Act) shall be entitled to contribution
      from any person who was not guilty of such fraudulent misrepresentation.

      6.7 Remedies. Each Holder, in addition to being entitled to exercise all
rights provided to it herein, be entitled to specific performance of its rights
under Section 5 but only to the extent such Holder is in compliance with such
Holder's obligations under Section 4.

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