BioElectronics Corporation: Exhibit 10.4 - Prepared by TNT Filings Inc.





Exhibit 10.4 

BIOELECTRONICS CORPORATION 

AGREEMENT EVIDENCING THE GRANT OF A 

NON-QUALIFIED STOCK OPTION 

UNDER THE BIOELECTRONICS CORPORATION 

2004 EQUITY INCENTIVE PLAN



Agreement (this "Agreement") made as of June 7, 2006 (the
"Grant Date"), between BioElectronics Corporation, a Maryland corporation (the
"Company"), and Todd Kislak ("Grantee"). 

1.      
Grant of Option. Pursuant to the BioElectronics Corporation
2004 Equity Incentive Plan (the "Plan"), the Company hereby grants to Grantee,
as of the Grant Date, an option (the "Option") to purchase an aggregate of
350,000 shares (the "Option Shares") of common stock, par value $0.001 per share
(the "Common Stock"), of the Company, at an exercise price of $.30
per share (the "Option Price"), subject to adjustment and the other terms and
conditions set forth herein and in the Plan. It is intended that no portion of
this Option qualify as an "incentive stock option" under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), and that the entire
Option be treated as a non-qualified stock option. 


2.      
Grantee Bound by Plan. The Plan is incorporated herein by
reference and made a part hereof. The Plan shall govern all aspects of this
Agreement except as otherwise specifically stated herein. Grantee hereby
acknowledges receipt of a copy of the Plan and agrees to be bound by all the
terms and provisions thereof. Unless otherwise defined herein, capitalized terms
used but not defined herein shall have the meanings ascribed to them in the
Plan. The Plan should be carefully examined before any decision is made to
exercise this Option. 

3.      
Vesting/Expiration of this Option. 

(a)     General. Subject to the
earlier termination of this Option as provided herein and in the Plan, this
Option may be exercised in whole or in part, by written notice as set forth
below at any time and from time to time after the Grant Date until the
Expiration Date (as defined below). 

(b)     Vesting. This
            Option shall vest immediately. 

(c)     Normal Expiration of Option.
This Option shall not be exercisable after the tenth anniversary of the Grant
Date (the "Expiration Date"). 

(d)     Expiration or Cancellation.
If any portion of this Option expires or is canceled in accordance with the
terms hereof, the underlying Option Shares covered by the 





portion of this Option which expired or is canceled shall be
returned to the Plan and shall again be available for future grants under the
Plan. 

4.      
Exercise of Option and Conditions to Exercise. This Option may not be
exercised by Grantee unless the following conditions are met. 

(a) 
    Notice. This
Option shall be exercised by delivering written notice to the Company's
principal office to the attention of its President. Such notice shall specify
the number of shares of Common Stock with respect to which this Option is being
exercised, shall be signed by Grantee and shall be accompanied by this Agreement
and full payment of the applicable purchase price. This Option may not be
exercised for a fraction of a share of Common Stock. Any fractional shares being
exercised will be paid in cash. 

(b)    
Securities Requirements. Legal counsel for the Company must be satisfied at
the time of exercise that the issuance of Option Shares upon exercise will be in
compliance with the Securities Act of 1933, as amended (the "Securities Act"),
and applicable United States federal, state, local and foreign laws. 

(c)    
Payment of Exercise Price. Grantee must pay at the time of exercise the full
purchase price for the shares of Common Stock being acquired hereunder: (i) in
cash or by certified check, bank cashier's check or wire transfer, (ii) subject
to the approval of the Committee, by delivery of shares of Common Stock
previously acquired by Grantee (and held for at least six (6) months) valued at
their Fair Market Value on the date of such exercise, (iii) subject to the
approval of the Committee, by delivery of Restricted Shares held by Grantee for
at least six (6) months, valued at their Fair Market Value on the date of such
exercise, or (iv) pursuant to such other method as the Committee may approve for
time to time. Please refer to the Plan for a complete description of the methods
for exercise, payment and delivery of Option Shares, including requirements for
the payment of withholding taxes applicable thereto. 


5.      
Transferability. This Option may not be sold, assigned, transferred,
pledged, hypothecated or otherwise disposed of by Grantee, other than by will or
the laws of descent and distribution (in which case, such transferee shall
succeed to the rights and obligations of Grantee hereunder) and is exercisable
during Grantee's lifetime only by Grantee, except that, if permitted by the
Committee, Grantee may designate in writing a beneficiary to exercise this
Option after Grantee's death (provided the designation has been received by the
Company prior to Grantee's death). If Grantee or anyone claiming under or
through Grantee attempts to violate this Section 5, such attempted violation
shall be null and void and without effect, and the Company's obligation
hereunder shall terminate. If at the time of Grantee's death this Option has not
been fully exercised, Grantee's estate or any person who acquires the right to
exercise this Option by bequest or inheritance or by reason of Grantee's death
may exercise this Option in accordance with and with respect to the number of
shares set forth in Section 3 above. The applicable requirements of Section 4
above must be satisfied in full at the time of any exercise. 

6.      
Administration. Any action taken or decision made by the Company, the
Board or the Committee or its delegates arising out of or in connection with the
construction, 


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administration, interpretation or effect of the Plan or this
Agreement shall lie within its sole and absolute discretion, as the case may be,
and shall be final, conclusive and binding on Grantee and all persons claiming
under or through Grantee. By accepting this grant or other benefit under the
Plan, Grantee and each person claiming under or through Grantee shall be
conclusively deemed to have indicated acceptance and ratification of, and
consent to, any action taken under the Plan by the Company, the Board or the
Committee or its delegates. 

7.      
No Rights as Stockholder. Unless and until a certificate or certificates
representing the shares of Common Stock that may be acquired upon the exercise
of this Option shall have been issued to Grantee (or any person acting under
Section 5 above) pursuant to an exercise hereunder, Grantee shall not be or have
any of the rights or privileges of a stockholder of the Company with respect to
shares of Common Stock acquirable upon exercise of this Option. 

8.      
Investment Representation. Grantee hereby acknowledges that the shares of
Common Stock which Grantee may acquire by exercising this Option shall be
acquired for investment without a view to distribution, within the meaning of
the Securities Act, and shall not be sold, transferred, assigned, pledged or
hypothecated in the absence of an effective registration statement for the
shares of Common Stock under the Securities Act and applicable state securities
laws or an applicable exemption from the registration requirements of the
Securities Act and any applicable state securities laws. Grantee agrees to
provide such written investment representations in writing as may be requested
by the Committee. Grantee also agrees that the shares of Common Stock that
Grantee may acquire by exercising this Option will not be sold or otherwise
disposed of in any manner that would constitute a violation of any applicable
securities laws, whether federal or state, and that the certificate representing
the shares of Common Stock shall contain a legend to such effect. 

9.      
Listing and Registration of Common Stock. The Company, in its discretion,
may postpone the issuance and/or delivery of shares of Common Stock upon any
exercise of this Option until completion of such stock exchange listing, or
registration, or other qualification of such shares under any state and/or
federal law, rule or regulation as the Company may reasonably in good faith
consider appropriate. 

10.      
Adjustment. In the event of any change in the number of shares of Common
Stock outstanding by reason of any stock dividend, stock split, reverse stock
split, share combination, recapitalization, merger, consolidation, spin-off,
split-off, reorganization, rights offering, liquidation or similar event of or
by the Company, the Committee shall make equitable adjustment of the number of
Option Shares covered by this Option and the Option Price. 

11.      
No Other Rights. The grant of this Option shall not give Grantee the right
to remain in the service of the Company or any Subsidiary thereof or to any
benefits not specifically provided herein or modify the right of the Company or
any Subsidiary to modify, amend or terminate the Plan or any other employee
benefit plan or consulting, employment or other agreement. 


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12.      
Notices. Any notice hereunder to the Company shall be addressed to the
Company at BioElectronics Corporation, 401 Rosemont Avenue, Rosenstock Hall 3rd
Floor, Frederick, Maryland 21701, Attention: President, and any notice hereunder
to Grantee shall be addressed to Grantee at Grantee's last address on the
records of the Company, subject to the right of either party to designate at any
time hereafter in writing some other address. Any notice shall be deemed to have
been duly given when delivered personally, one day following dispatch if sent by
reputable overnight courier, fees prepaid, or three days following mailing if
sent by registered mail, return receipt requested, postage prepaid and addressed
as set forth above. 

13.      
Binding Effect. This Agreement shall be binding upon and inure to the
benefit of any successors to the Company and all persons lawfully claiming under
Grantee. 

14.      
Governing Law. The validity, construction, interpretation, administration
and effect of the Plan, and of its rules and regulations, and rights relating to
the Plan and to this Agreement, shall be governed by the substantive laws, but
not the choice of law rules, of the State of New York. 


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IN WITNESS WHEREOF, the Company and
Grantee have executed this Agreement as of the date first above written. 


	 	BIOELECTRONICS
    CORPORATION 
	 	 
	 	 
	 	
    By:_________________________ 
	 	Name:  
    Andrew J.Whelan 
	 	Title:    
    President 




GRANTEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THIS
OPTION IS EARNED ONLY THROUGH GRANTEE’S CONTINUED AND SATISFACTORY SERVICE WITH
THE COMPANY OR ITS SUBSIDIARIES AND NOT THROUGH THE GRANT OF THIS OPTION OR THE
ACQUISITION OF SHARES HEREUNDER. GRANTEE ACKNOWLEDGES AND AGREES THAT NOTHING IN
THIS AGREEMENT, NOR IN THE COMPANY’S 2004 EQUITY INCENTIVE PLAN, WHICH IS
INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON GRANTEE ANY RIGHT WITH
RESPECT TO CONTINUATION OF SERVICE WITH THE COMPANY, NOR SHALL IT INTERFERE IN
ANY WAY WITH GRANTEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE GRANTEE’S
SERVICE AT ANY TIME, WITH OR WITHOUT CAUSE. 

Grantee acknowledges receipt of a copy of the Plan and
represents that Grantee is familiar with the terms and provisions thereof, and
hereby accepts this Option subject to all of the terms and provisions thereof,
except as otherwise specifically stated in this Agreement. Grantee has reviewed
the Plan and this Agreement in their entirety, has had an opportunity to obtain
the advice of counsel prior to executing this Agreement and fully understands
all provisions of this Agreement. Grantee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Board or Committee
upon any questions arising under the Plan. 

	 	GRANTEE 
	 	
    _________________________________ 

    Name:   Todd Kislak 


 

                        
                      
                    
                  
                
              
            
          
        
      
    
  

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