Exhibit 10.2


                       Biophan Technologies Inc.

                Amended Financial Accommodations Agreement



Bellador (Labuan) Ltd                               Date:  July 1, 2002

Gentlemen:

The undersigned as a duly authorized officer's or agent's of Bellador (Labuan)
Ltd., a company incorporated in Malaysia hereby states and agrees on behalf
of BELLADOR (LABUAN) LTD., as follows:

BELLADOR (LABUAN) LTD., understands that BioPhan Technologies Inc., a
corporation organized under the laws of the State of Nevada, U.S.A. (the
"Company"), is making available, pursuant to the exemption from registration
provided under Regulation S promulgated by the United States Securities and
Exchange Commission (the "SEC") under the Securities Act of 1933, as amended
(the "1933 Act"), up to 1,000,000 restricted shares of its $.005 par value
Common Stock (the "Restricted Shares"). At the Company's election, it may
increase the number of Restricted Shares to 3,000,000.

In acknowledgement of the foregoing and upon the representations appearing
hereinafter, BELLADOR (LABUAN) LTD., hereby agrees to offer the Restricted
Shares (the "Shares") to their clients (the "Clients"), at such times and
in such numbers of the Shares as shall be determined by BELLADOR (LABUAN)
LTD., and with reference to clauses 4 (c) and 4 (d) herein, at a price per
Share equal to the reported closing trading price; (i.e. Bid Price) of the
Company's shares on the most recent day, prior to the date of the sale of
Shares, upon which the Company's shares traded on the OTC Bulletin Board.
BELLADOR (LABUAN) LTD., Each Client purchasing Shares shall deliver a
subscription agreement along with the purchase price for the Shares, together
with a transaction fee of 0.75% or a minimum of $75.00 in US dollars to the
Company. The Company agrees to issue to BELLADOR (LABUAN) LTD., restricted
common shares valued on the same basis in the equivalent amount of 10 (ten)
percent of the value of any Shares so placed by BELLADOR (LABUAN) LTD; the
Company will remit to BELLADOR (LABUAN) LTD. additional compensation for the
services provided a cash amount equal to 3.5% of the amount BELLADOR (LABUAN)
LTD's clients paid for the shares, plus the relevant transaction fee less any
related bank clearance fees. Funds due to BELLADOR (LABUAN) LTD., will be
remitted by the Company to BELLADOR (LABUAN) LTD. or its nominees, on a weekly
basis. Upon acceptance by the Company, BELLADOR (LABUAN) LTD   will hereby
confirm its intent to encourage Clients to become a shareholder of the Company.
In order to induce the Company to accept its offer, BELLADOR (LABUAN) LTD.,
advises as follows:

1    Receipt of Information;  BELLADOR (LABUAN) LTD., acknowledges that it
has received and has carefully reviewed the Company's annual report on Form
10-K for the fiscal year ended February 28, 2002 and the report on Form 10-
Q for the quarters ended May 31, August 31 and November 30, 2001 (the
"Reports").

2    Availability of Information;  BELLADOR (LABUAN) LTD., hereby
acknowledges that the Company has made available to it the opportunity to
ask questions of, and receive answers from, the Chief Executive Officer of
the Company, and any other person or entity acting on behalf of the Company
as requested by BELLADOR (LABUAN) LTD., concerning the terms and conditions
of the offering and the materials and information contained in the Reports,
and to obtain any additional information requested by BELLADOR (LABUAN)
LTD., to the extent the Company possesses such information or can acquire
it without  unreasonable effort or expense, as it may deem necessary to
verify the accuracy of the information provided by the Company or any such
person or entity.

3    Representations, Warranties and Covenants;   BELLADOR (LABUAN) LTD.,
represents and warrants to the Company (and understands and acknowledges
that the Company is relying on the accuracy and completeness of such
representations and warranties in connection with the availability of an
exemption for the offer and sale of the Shares from the registration
requirements of the U.S. securities laws) that:

    a)     BELLADOR (LABUAN) LTD.,  understands and agrees that the Shares
           have not been registered under the 1933 Act, or the securities
           laws of any other jurisdiction and will be deemed "restricted
           securities" as defined in Rule 144 under 1933 Act.

    b)     BELLADOR (LABUAN) LTD., understands and agrees that, if this
           Finance Agreement is accepted and the Shares are sold to BELLADOR
           (LABUAN) LTD.,  Clients, such sales will be pursuant to the
           exemption from the 1933 Act's registration requirement provided in
           Regulation S, and that BELLADOR (LABUAN) LTD., is prohibited from
           selling or otherwise disposing of the Shares except in accordance
           with Regulation S which imposes, among other things, the resale
           restrictions specified in Rule 144 promulgated under the 1933 Act,
           or pursuant to another available exemption from registration, and
           the shares will continue to be deemed restricted securities
           notwithstanding that they were acquired in a transaction pursuant
           to Regulation S.

    c)     BELLADOR (LABUAN) LTD., understands and agrees that hedging
           transactions involving the Shares may not be conducted unless in
           compliance with the 1933 Act.

    d)     BELLADOR (LABUAN) LTD.,  understands and agrees that the Company
           may lodge stop transfer instructions with its transfer agent in
           order to restrict the transfer of the Shares in accordance with
           the foregoing representations, and that the certificates
           representing the Shares will contain a legend restricting transfer
           as prescribed by Section 903(b)(3) of Regulation S.

    e)     BELLADOR (LABUAN) LTD., understands and agrees that Clients are
           not  "U.S. Persons" as that term is defined in Regulation S and
           that  no offer or sale shall be made to any US resident or citizen
           or Canadian resident or citizen.

    f)     BELLADOR (LABUAN) LTD., understands and agrees that Clients will
           always reside and be located outside the U.S. at the time of both
           the offer and sale of the Shares  and that  there will be no
           directed selling efforts in the US or Canada.

    g)     BELLADOR (LABUAN) LTD., understands and agrees that Clients are
           not purchasing the Shares as a part of any plan or scheme to evade
           the registration requirements of the 1933 Act. BELLADOR (LABUAN)
           LTD. and that Clients are buying for investment and not for resale
           in the United States, except in accordance with Rule 144 or any
           other exemption from registration.

    h)     BELLADOR (LABUAN) LTD., understands and agrees that Clients have
           an interest only in part with respect to this Finance Agreement
           Clients are not acquiring the Shares, or any part of them, for the
           account or benefit of a U.S. person or US or Canadian resident or
           citizen, and that No buyer at the time of the order or sale shall
           be in the US and BELLADOR (LABUAN) LTD., must in good faith so
           believe.

    i)     In the event BELLADOR (LABUAN) LTD., distributes any portion of
           the Shares subscribed for hereby to any distributor, dealer or
           other person receiving any selling concession, fee or other
           remuneration, prior to the expiration of a one-year distribution
           compliance period, BELLADOR (LABUAN) LTD., agrees that it will
           send a written confirmation or other notice to such purchaser
           stating that such purchaser is subject to the same restrictions on
           offers and sales that apply to a distribution under Regulation S
           and that the Shares acquired are subject to Rule 144 resale
           restrictions.

    j)     BELLADOR (LABUAN) LTD., understands and agrees that it shall have
           sole responsibility for determining whether securities laws
           registration or other procedures of any non-United States
           jurisdiction or jurisdictions will be applicable to the
           transactions contemplated herein, and shall take all steps
           necessary to ensure compliance with any such applicable securities
           laws and regulations and BELLADOR (LABUAN) LTD., shall have sole
           responsibility for making any disclosures required by any non
           United States jurisdiction.

    k)     BELLADOR (LABUAN) LTD., agrees that it will not make any
           representation to its Clients about BioPhan Technologies Inc.,
           without authorization from BioPhan Technologies Inc., BELLADOR
           (LABUAN) LTD., agrees that it will indemnify and hold BioPhan
           Technologies Inc., harmless in the event of any breach or
           violation of any securities laws in any jurisdiction and all
           activities undertaken pursuant to this agreement are at the sole
           risk of BELLADOR (LABUAN) LTD.

    l)     Neither BELLADOR (LABUAN) LTD., nor any affiliates of BELLADOR
           (LABUAN) LTD., nor any person acting on its behalf, has engaged in
           any (i) general solicitation or general advertising within the
           meaning of Rule 502(c) under the 1933 Act or (ii) directed selling
           efforts within the meaning of Rule 903 under Regulation S and
           BELLADOR (LABUAN) LTD. has complied and will comply with the
           offering restrictions of such Rule 903.

4    Offering Procedure;  BELLADOR (LABUAN) LTD., understands agrees that
this Financial Agreement is subject to each of the following terms and
conditions:

    a)     The Company may reject this Financial Agreement for any reason,
           and this Financial Accommodations Agreement shall become binding
           upon the Company only when accepted, in writing, by the Company.

    b)     If the Financial Agreement is rejected, all funds submitted hereby
           will be returned to BELLADOR (LABUAN) LTD., Clients without
           interest thereon or deduction there from.

    c)     This Financial Agreement will have an initial term of three months
           (the "Initial Term") but will automatically renew for successive
           one month periods unless terminated pursuant to paragraph 4(e).

    d)     Each order shall be accompanied by a subscription agreement in
           form and substance satisfactory to BioPhan Technologies Inc.,, and
           its acceptance shall be at the sole discretion of BioPhan
           Technologies Inc.

    e)     After the Initial Term, this Financial Agreement may be terminated
           by either party with thirty (30) days notice to the other party.

5    Payment;  As payment for the subscription made hereby, BELLADOR (LABUAN)
LTD., Clients will tender to the Company, or its escrow agent as designate
by the Company, payment in U.S. Dollars, made to the order of BioPhan
Technologies Inc., or in such other form as may be acceptable to the
Company. Payment shall not be deemed completed until the money is
transferred to BioPhan's designated bank account.

6    Rule 144 Restriction Statement;  Upon acceptance by BioPhan Technologies
Inc., of a fully completed subscription agreement, BioPhan Technologies
Inc., will undertake to issue a "Statement" "In Letter Format attached to
the Share Certificate" that will advise BELLADOR (LABUAN) LTD., Clients
that the shares purchased will become freely tradable after the elapse of
the fifteen month hold restriction period in compliance with Rule 144.

7    Share Certificates;  BioPhan Technologies Inc., will provide share
certificates issued through a registered Stock Transfer Agent to BELLADOR
(LABUAN) LTD., Clients and to BELLADOR (LABUAN) LTD., within two weeks of
funds being received by the Company.

Very truly yours,

BioPhan Technologies Inc.

  /s/Michael L. Weiner
___________________________
Michael L. Weiner
President and CEO

Accepted and Agreed to:

Bellador (Labuan) Ltd.

  /s/Peter Taylor                                    /s/James Kirby
___________________________                        ___________________________
  Peter Taylor                                       James Kirby
Director                                           Director