SETTLEMENT
      AGREEMENT, dated
      as
      of November 5, 2007 (“the Agreement”), by and among SBI
      BRIGHTLINE LLC,
      a
      Delaware limited liability company (“SBIB1”) with executive offices located at
      610 Newport Center Drive, Suite 1205, Newport Beach, California 92660, and
      SBI
      BRIGHTLINE XI LLC,
      a
      Delaware limited liability company (“SBIB11”), with executive offices located at
      610 Newport Center Drive, Suite 1205, Newport Beach, California 92660, with
      executive offices located at 610 Newport Center Drive, Suite 1205, Newport
      Beach, California 92660; and BIOPHAN
      TECHNOLOGIES, INC.,
      a Nevada
      corporation (“BIPH”) with offices located at 150 Lucius Gordon Drive, Suite 215,
      West Henrietta, New York 14586, and BIOMED
      SOLUTIONS, LLC,
      a New
      York limited liability company (“Biomed”) with offices located at 150 Lucius
      Gordon Drive, Suite 215, West Henrietta, New York 14586.

    


    INTRODUCTION

    


    BIPH
      and
      SBIB11 are party to the Stock Purchase Agreement, dated as of May 27, 2005,
      and
      amended on January 8, 2006 (the “BIPH SPA”), relating to the acquisition of
      shares of common stock of BIPH by SBIB11. Pursuant to the BIPH SPA, since June
      2006, SBIB11 paid BIPH the sum of $3,175,000 in exchange for 1,587,500 shares
      of
      BIPH common stock.

    


    Biomed
      and SBIB1 are party to an agreement, dated January 24, 2005, (the “Securities
      Purchase and Warrant Agreement”) relating to the sale by Biomed to SBIB1 of 4
      million shares of BIPH common stock and warrants for an additional 1,180,000
      shares of BIPH common stock (the “Warrants”). 

    


    SBIB1
      has
      extended credit to Biomed in the aggregate amount of $3 million represented
      by
      the Promissory Note, dated June 29, 2006 (the “Biomed Note”). At the date
      hereof, the unpaid principal amount of the Note is $1,050,000. 

    


    BIPH
      and
      Biomed are party to a line of credit agreement, dated January 29, 2006, as
      amended, whereby Biomed provided a $5 million line of credit to BIPH and BIPH
      issued to Biomed a $5 million Promissory Note (the “BIPH Note”). As of the date
      hereof, the unpaid principal amount of the BIPH Note is $1,750,000.

    


    SBIB1
      and
      SBIB11 on the one hand and BIPH and Biomed on the other now desire to settle
      all
      claims, causes of action and disputes between them arising prior to this
      Agreement whether such claims, causes of action and disputes are known or
      unknown, and to release each other from any and all claims, causes of action
      and
      disputes known or unknown relating thereto, which do or may exist between them.
      

    


    NOW
      THEREFORE, for
      good
      and valuable consideration as set forth below, the receipt and sufficiency
      of
      which are hereby acknowledged, the parties hereto hereby agree as
      follows:


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
      1 Satisfaction
      of the Biomed Note and Partial Satisfaction of the BIPH
      Note.

    


    (a) The
      Biomed Noted is hereby terminated and of no further force and effect. Upon
      execution and delivery hereof, SBIB1 will surrender the Biomed Note to Biomed
      for cancellation. 

    


    (b) Biomed
      shall, upon the execution and delivery hereof, reduce by $1,050,000 the
      principal amount of the BIPH Note. Biomed hereby authorizes BIPH to make a
      notation on its books and records reflecting such reduction of the principal
      amount of the BIPH Note. Upon such reduction, Biomed and BIPH agree that the
      new
      principal amount remaining outstanding on the BIPH Note is
      $700,000.

    


    Section
      2 Termination
      of Securities Purchase and Warrant Agreement and Cancellation of
      Warrants.
      BIPH,
      Biomed and SBIB1 agree that the Securities Purchase and Warrant Agreement and
      the Warrants are hereby terminated and of no further force or effect. Upon
      execution and delivery hereof, SBIB11 agrees that the Warrants are terminated
      and authorizes BIPH to mark the Warrants terminated.  

    


    Section
      3 Termination
      of BIPH SPA. In
      consideration for (i) the termination of Warrants and (ii) the $1,050,000
      reduction in the amount owed by BIPH to Biomed under the BIPH Note (by
      application of the amount owed by Biomed to SBIB1 under the Biomed Note). BIPH
      and SBIB11 agree that the BIPH SPA is hereby terminated and of no further force
      or effect. 

    


    Section
      4  Mutual
      General and Special Releases.
      

    


    (a) Except
      for the obligations created hereunder, SBIB1 and SBIB11 on the one hand and
      BIPH
      and Biomed on the other, each for itself and its successors and assigns, forever
      releases, relieves and discharges the other party and its predecessors,
      successors, assigns, attorneys, partners, employees, agents, directors,
      officers, representatives, related entities and affiliates, from any and all
      claims, demands, actions, cause or causes of action, suits, debts, sums of
      money, controversies, damages, obligations and liabilities of every kind and
      nature, whether known or unknown, suspected or unsuspected, vested or
      contingent, and whether or not concealed or hidden, in law, equity or otherwise,
      that have existed or may have existed, or that do exist as of the date this
      Agreement is entered into as set forth above. 

    


    (b) Each
      party hereto acknowledges and agrees that the facts in respect to which this
      release is given may turn out to be other than or different than expected,
      and
      expressly, knowingly and voluntarily waives any and all benefits and rights
      granted pursuant to Section 1542 of the Civil Code of the State of California
      with which section it is familiar and which section reads as
      follows:


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “A
      general release does not extend to claims which the creditor does not know
      or
      suspect to exist in his favor at the time of executing the release, which if
      known by him, must have materially affected his settlement with the
      debtor.”

    


    (c) Each
      party hereto understands and realizes that there may exist at this time claims
      herein released, the nature of which has not yet been discovered. It is
      expressly understood and agreed that the possibility that such claims exist
      has
      been explicitly taken into account in determining the consideration to be given
      for this release and that a portion of that consideration, having been bargained
      for in full knowledge of the possibility of such unknown claims, was given
      in
      exchange for this release. 

    


    (d) Each
      party hereto represents and warrants that no claim or right that is released
      or
      dismissed under this Agreement has been transferred, hypothecated, assigned
      or
      given away by that party prior to the date of this Agreement.

    


    Section
      5 Covenant
      Not to Sue.
      Without
      limiting in any way the releases set forth above, and subject to the performance
      of the terms, conditions, obligations and promises herein contained, each party
      hereto hereby covenants and warrants that it will not sue or otherwise commence
      or prosecute, or cause to be commenced or prosecuted, any action or proceeding,
      civil, criminal, administrative, or otherwise, related in any way to any matter
      released by this Agreement.

    


    Section
      6 Disputed
      Claims.
      It
      is
      expressly understood and agreed that this Agreement is being made solely for
      the
      purpose of avoiding the expense and inconvenience of litigation and that it
      is
      not to be construed as an admission on the part of any party hereto of any
      unlawful wrongful or improper conduct or of any liability to any other party,
      all of which is expressly denied.

    


    Section
      7 Further
      Acts. 
      The
      parties agree to cooperate in the implementation of the terms of this Agreement
      and to execute such documents as may reasonably be necessary to carry out same
      within three (3) days of receipt of a written request therefor. 

    


    Section
      8 Representations
      of the Parties.
      Each
      of
      the parties represents, warrants and agrees as follows:

    


    (a) Such
      party has received independent legal advice from attorneys of its choice with
      respect to the advisability of making this settlement and of entering into
      this
      Agreement. Prior to the execution of this Agreement the attorneys for each
      party
      reviewed this Agreement at length and had an opportunity to make any desired
      changes. 

    


    (b) Such
      party has made such investigation of the facts pertaining to this Agreement,
      and
      of all other matters related thereto, as such party deems
      necessary.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (c) This
      Agreement has been carefully read by, the contents hereof are known and
      understood by, and it is signed voluntarily by, each person executing this
      Agreement.

    


    (d)
       Each
      person executing this Agreement on behalf of a party warrants and represents
      that he is fully authorized to do so and that his signature on this Agreement
      shall bind said party to the terms and provisions of this
      Agreement.

    


    (e) This
      Agreement is intended to be final and binding and to be effective as a full
      and
      final accord and satisfaction of any and all disputes between the parties.
      Each
      party is relying upon the said finality of this Agreement as a material factor
      inducing said party's decision to settle said disputes.

    


    Section
      9 Miscellaneous.

    


    (a) All
      the
      terms of this Agreement shall be binding upon, inure to the benefit of and
      be
      enforceable by the successors, assigns and heirs of the parties
      hereto.

    


    (b) This
      Agreement constitutes the whole and only existing and binding agreement between
      the parties hereto concerning the releases granted between and among them and
      supersedes all prior understandings on that subject, whether written or oral.
      Other than the representations and warranties expressly stated as such in this
      Agreement, there are no warranties, promises or representations of any kind,
      express or implied, upon which any party has relied in entering into this
      Agreement.

    


    (c) This
      Agreement may be modified or amended only by a writing signed by the party
      to be
      charged. 

    


    (d) This
      Agreement may be executed in one or more counterparts or by counterpart
      signature pages, which may be facsimile copies, and which shall be attached
      to
      the original. Upon such execution and/or attachment, this Agreement shall have
      the same effect as if all signatories had signed the same page of the same
      original. In making proof of this Agreement, a party shall not be required
      to
      account for all executed copies of this Agreement.

    


    (e) Each
      party has been represented by counsel in the negotiation and execution of this
      Agreement, and shall be responsible for its respective costs and attorney's
      fees
      incurred in connection with this Agreement and its preparation.

    


    (f) In
      the
      event of the bringing of any action, suit or proceeding by any party hereto
      against any other party hereto by reason of a breach of this Agreement or any
      portion thereof, then the prevailing party in such action or suit shall be
      entitled to have and recover all costs and expenses of suit, including
      reasonable attorney's fees.

    


    (g) The
      invalidity of any portion of this Agreement shall not affect the remaining
      portions of this Agreement.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (h) The
      headings in this Agreement are for the convenience of the reader only and are
      not to be considered in any construction of the Agreement.

    


    (i) There
      are
      no third party beneficiaries of this Agreement, other than the individuals
      and
      entities released by the parties hereto in Section 4(a). 

    


    (j) This
      Agreement was prepared as a result of discussions between the parties hereto
      and
      shall be interpreted fairly and in accordance with its plain meaning and not
      construed as if prepared exclusively or primarily on behalf of or by either
      of
      the parties hereto. 

    


    (k) As
      used
      in this Agreement, masculine, feminine or neuter gender and the singular or
      plural number shall each be deemed to include the others wherever and whenever
      the context or construction so dictates.

    


    (l) This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of New York, without giving effect to principles of conflicts of
      laws.


    


    (m) This
      Agreement may be executed in one or more counterparts, all of which, when taken
      together shall constitute one original.

    


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

    


    
      	 	
              SBI
                BRIGHTLINE LLC

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Shelly Singhal

            
	 	 	
              Name:
                Shelly
                Singhal

            
	 	 	
              Title:
                Manager

            
	 	 	 
	 	
              SBI
                BRIGHTLINE XI LLC

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Shelly Singhal

            
	 	 	
              Name:
                Shelly
                Singhal

            
	 	 	
              Title:
                Manager

            
	 	 	 
	 	
              BIOPHAN
                TECHNOLOGIES, INC.

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                John Lanzafame

            
	 	 	
              Name:
                John
                Lanzafame

            
	 	 	
              Title:
                CEO

            
	 	 	 
	 	
              BIOMED
                SOLUTIONS LLC

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                S. G. MacDonald

            
	 	 	
              Name:
                S.
                G. MacDonald

            
	 	 	
              Title:
                VP-R&D