Biomed Solutions, LLC

August 19, 2002

Mr. Guenter Jaensch
Chairman

Biophan Technologies, Inc.
150 Lucius Gordon Drive, Suite 215
West Henrietta, NY 14587

RE:   CREDIT FACILITY

Dear Guenter:

      This letter agreement is intended to formalize our proposal to increase by
$100,000 the current funding provided by Biomed Solutions, LLC ("Biomed") to
Biophan Technologies, Inc. ("BIPH") (the "Loan") in accordance with the
following terms and conditions:

      1.    The proceeds from the Loan will be utilized to satisfy certain
            obligations, including payment of American Express charges, payroll
            and for general working capital.

      2.    Except as provided herein, the Loan shall have the same terms and
            conditions as the first credit facility in the amount of $250,000.

      3.    The credit facility documents dated June 4, 2002 shall be amended to
            extend until December 1, 2002 (rather than September 1, 2002) the
            time by which BIPH must repay Biomed the amounts it currently owes
            Biomed. Biomed will receive warrant coverage for this extension as
            provided in paragraph 6 of the Credit Agreement.

      4.    Paragraph 3(b) of the Convertible Promissory Note dated June 4, 2002
            shall be amended to read as follows: "The conversion price shall be
            equal to the lesser of (i) the closing big price on June 4, 2002;
            (ii) the closing bid price on the date of conversion; or (iii) the
            lowest per share purchase price paid by any third party between June
            4, 2002 and the conversion date."

      5.    Current warrants held by Biomed will be amended so that the exercise
            price associated with said warrants shall be as follows: the
            exercise price shall be equal to the lesser of (i) the closing bid
            price on June 4, 2002; (ii) the closing bid price on the date of
            exercise; or (iii) the lowest per share purchase price paid by any
            third party between June 4, 2002 and the exercise date.

<PAGE>

      6.    Biomed shall have the option to convert to common stock all or part
            of the amounts due to it by BIPH under the terms of the loan
            agreement. The conversion price shall be equal to the lesser of (i)
            the closing bid price on the date of closing of the Loan; (ii) the
            closing big price on the date of conversion; or (iii) the lowest per
            share purchase price paid by any third party between the closing of
            the Loan and the conversion date.

      7.    Repayment of the Loan to Biomed shall occur as soon as BIPH has
            sufficient cash flow, but, in no event lower than 12 months from the
            date of this letter agreement.

      8.    As additional consideration, BIPH shall pay to Biomed 33% of any
            revenue (cash, stock, property or other consideration) that it
            receives from the sale or licensing of its shielding or filtering
            technologies, up to a maximum of $300,000. Payments of principal on
            the Loan shall be credited toward the calculation of the $300,000
            ceiling.

      If you are in agreement with these terms and conditions, please execute
below and return a signed copy to me.

                                        Sincerely,

                                        BIOMED SOLUTIONS, LLC


                                        By: /s/ Michael L. Weiner
                                           -------------------------------------

Agreed to and accepted by:

BIOPHAN TECHNOLOGIES, INC.


By: /s/ Guenter Jaensch
   --------------------------------
   Guenter Jaensch, Chairman

Dated:  August 19, 2002