Unassociated Document


    

      Exhibit
        4.6

      


      


      


      Consent
        and Authorization Agreement

      


      This
        is a Consent and Authorization Agreement,
        dated
        October 3, 2007.

      


      Background.
        Each of
        the undersigned entities is a purchaser (“Purchaser”) of securities of Biophan
        Technologies, Inc. (“Biophan”) and the beneficiary of a Security Agreement,
        dated October 11, 2006, (the “Security Agreement”), which includes patents and
        applications and proceeds thereof as Collateral. Each of the Purchasers has
        authorized Iroquois Master Fund Ltd. (“Iroquois”) to be its agent for the
        purpose of holding and managing the assignment of the Collateral, including
        all
        Patents.

      


      Biophan
        has entered into a Intellectual Property Assignment Agreement with Medtronic,
        Inc. (“Medtronic”), dated August 6, 2007, (the “IPAA”), a copy of which has been
        provided to each Purchaser. Upon closing the IPAA, the proceeds will inure,
        in
        part, to the benefit of each of the Purchasers.

      


      A
        condition of closing under the IPAA is the release of all Encumbrances (as
        defined in the IPAA) with respect to the Assigned Intellectual Property Rights
        (as defined in the IPAA).

       

      Therefore,
        in
        condition of the execution of this Consent and Authorization Agreement by
        the
        Purchasers, each Purchaser agrees as follows:

       

    

    
      	 	
              1.

            	
              Each
                Purchaser hereby consents to Biophan’s entry into and performance of the
                IPAA.

            
	 	 	 
	 	
              2.

            	
              Each
                Purchaser hereby authorizes and appoints Iroquois to act as its agent
                for
                the purpose of releasing all Encumbrances of the Purchasers to the
                extent
                related to the Assigned Intellectual Property Rights. 

            
	 	 	 
	 	
              3.

            	
              Each
                Purchaser hereby authorizes and appoints Iroquois to execute and
                deliver
                on such Purchaser’s behalf and in the name of such Purchaser all documents
                and do any and all acts from time-to-time that Iroquois, in its sole
                discretion, deems necessary or desirable to effectuate the release
                of the
                Purchasers’ Encumbrances to the extent related to the Assigned
                Intellectual Property Rights and all proceeds thereof and complete
                the
                transactions under the IPAA.

            
	 	 	 
	 	
              4.

            	
              Unless
                otherwise defined herein or by reference to the IPAA, terms used
                in this
                Agreement and defined in the Security Agreement shall have the definitions
                set forth in the Security Agreement.

            
	 	 	 
	 	
              5.

            	
              This
                Consent and Acknowledgement may be delivered as a fax copy or a photocopy
                and each fax or photocopy shall be deemed an original.

            
	 	 	 
	 	
              6.

            	
              This
                Consent and Acknowledgement may be executed in counterpart copies
                and the
                counterparts shall together be deemed one document.

            
	 	 	 
	 	
              7.

            	
              In
                all other respects the Security Agreement remains in full force and
                effect.

            
	 	 	 


    

     

    
      In
        witness whereof,
        the
        parties hereto have caused this Consent and Authorization to be duly executed
        by
        their respective authorized signatories as of the date first indicated
        above.

       

      BIOPHAN
        TECHNOLOGIES,
        INC.

       

      By: 
/s/
        John F.
        Lanzafame                          

       Name:
        John F. Lanzafame 
         Title:
          Chief Executive Officer

      

       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK

      SIGNATURE
        PAGES FOR PURCHASERS FOLLOW]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the undersigned have caused this Consent and Authorization
        to
        be duly executed by their respective authorized signatories as of the date
        first
        indicated above.

       

      Name
        of
        Investing Entity:
        BridgePointe Master Fund
        Ltd.                                                                  
          

      Signature
        of Authorized Signatory of Investing Entity: /s/
        Eric
        Swartz                                                      


      Name
        of
        Authorized Signatory: Eric
        Swartz                                                                                                     


      Title
        of
        Authorized Signatory:
                                                                                                                           


      Email
        Address of Authorized Entity:
                                                                                                    
           


      


      Name
        of
        Investing Entity:
        CAMOFI Master
        LDC                                                                                           


      Signature
        of Authorized Signatory of Investing Entity:
        /s/
        Jeffrey M.
        Haas                                             


      Name
        of
        Authorized Signatory:
        Jeffrey M.
        Haas                                                                                             


      
        Title
          of
          Authorized Signatory:
                                                                                                                           


        Email
          Address of Authorized Entity:
                                                                                                    
           


      

       

      Name
        of
        Investing Entity:
        Castlerigg Master Investments
        Ltd.                                                                    


      Signature
        of Authorized Signatory of Investing Entity:
        /s/
        Patrick T.
        Burke                                             


      Name
        of
        Authorized Signatory:
        Patrick T.
        Burke                                                                                             


      
        Title
          of
          Authorized Signatory:
                                                                                                                           


        Email
          Address of Authorized Entity:
                                                                                                    
           


      

       

      Name
        of
        Investing Entity:
        Cranshire Capital
        LP                                                                                              


      Signature
        of Authorized Signatory of Investing Entity:
        /s/
        Mitchell P.
        Kopin                
                         


      Name
        of
        Authorized Signatory:
        Mitchell P.
        Kopin                                                                                          


      
        Title
          of
          Authorized Signatory:
                                                                                                                           


        Email
          Address of Authorized Entity:
                                                                                                    
           


         

      

      Name
        of
        Investing Entity:
        Crescent International
        Ltd.                                                                                   


      Signature
        of Authorized Signatory of Investing Entity:
        /s/
        Maxi
        Brezzi                                                     


      Name
        of
        Authorized Signatory:
        Maxi
        Brezzi                                                                                                     


      
        Title
          of
          Authorized Signatory:
                                                                                                                           


        Email
          Address of Authorized Entity:
                                                                                                    
           


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Name
        of
        Investing Entity:
        Harborview Master
        Fund                                                                    
                 


      Signature
        of Authorized Signatory of Investing Entity:
        /s/
        Thomas Van
        Poucke                                    


      Name
        of
        Authorized Signatory:
        Thomas Van
        Poucke                                                                                    


      
        Title
          of
          Authorized Signatory:
                                                                                                                           


        Email
          Address of Authorized Entity:
                                                                                                    
           


      

       

      Name
        of
        Investing Entity:
        Highbridge International
        LLC                                                                              


      Signature
        of Authorized Signatory of Investing Entity:
        /s/
        Adam
        Chill                                                     


      Name
        of
        Authorized Signatory:
        Adam
        Chill                                                                                             
        

      
        Title
          of
          Authorized Signatory:
                                                                                                                           


        Email
          Address of Authorized Entity:
                                                                                                    
           


      

       

      Name
        of
        Investing Entity:
        Iroquois Master Fund
        Ltd.                                                                                    

      Signature
        of Authorized Signatory of Investing Entity:
        /s/
        Joshua
        Silverman                                          

      Name
        of
        Authorized Signatory:
        Joshua
        Silverman                                                                                          


      
        Title
          of
          Authorized Signatory:
                                                                                                                           


        Email
          Address of Authorized Entity:
                                                                                                    
           


      

       

      Name
        of
        Investing Entity:
        Rockmore Investment Master Fund Ltd.
                                                           


      Signature
        of Authorized Signatory of Investing Entity:
        /s/
        Bruce
        Bernstein                                             

      Name
        of
        Authorized Signatory:
        Bruce
        Bernstein                                                                                            


      
        Title
          of
          Authorized Signatory:
                                                                                                                           


        Email
          Address of Authorized Entity: