SEVERANCE
      AGREEMENT AND COVENANTS

    


    
      	
              1.

            	
              PARTIES.

            


    

    


    The
      parties to this Severance Agreement and Covenants (hereinafter “Agreement”)
      are
      Michael L. Weiner (“M. Weiner”) and Biophan Technologies, Inc., a Nevada
      corporation (“Biophan”).

    


    
      	
            	1.1	
              M.
                WEINER.

            


    

     

    For
      the
      purposes of this Agreement, M. Weiner means M. Weiner, M. Weiner’s heirs,
      executors, administrators, assigns, and spouse (as applicable).

    


    
      	
            	1.2	
              BIOPHAN.

            


    

    


    For
      purposes of this Agreement “Biophan” means Biophan, and all subsidiaries, and
      other business entities thereof, all predecessors and successors of each, and
      all of each entity’s
      officers, shareholders, directors, employees, agents, or assigns, in their
      individual and representative capacities.

    


    
      	
              2.

            	
              BACKGROUND
                AND PURPOSE.

            


    

    


    M.
      Weiner
      was employed by Biophan pursuant to an employment agreement dated December
      1,
      2000 (the “Employment Agreement”). M. Weiner’s employment ended effective
      October 3, 2007 (the “Termination Date”). The parties are entering into this
      Agreement to define the severance relationship and to settle fully and finally,
      any and all claims M. Weiner may have against Biophan, whether asserted or
      not,
      known or unknown, including, but not limited to, claims arising out of or
      related to M. Weiner’s Employment Agreement, employment, claim for reemployment,
      termination or any other claims whether asserted or not, known or unknown,
      past
      or future, that relate to M. Weiner’s employment, termination, reemployment, or
      application for reemployment.

    


    
      	3.	
              ACKNOWLEDGEMENTS
                AND REPRESENTATIONS.

            


    

    


    
      	
            	3.1	
              PAYMENT.

            


    

    


    As
      full
      and final payment for all amounts due to M. Weiner, he shall be paid the sum
      of
      $100,000 (the “Severance Payment”) and shall be issued $250,000 in shares of
      common stock, par value $0.005, of the Company (the “Severance Stock”). The
      Severance Payment shall be paid, and the Severance Stock shall be issued, to
      M.
      Weiner in accordance with Schedule A attached hereto. M. Weiner acknowledges
      and
      agrees that, notwithstanding anything contained in the Employment Agreement
      to
      the contrary, he has been paid all earned salary, bonuses or other payments
      that
      may be owed through the Termination Date and no other amounts are due to him
      under the Employment Agreement.

     

    Notwithstanding
      the foregoing, M. Weiner shall be entitled to receive payment with respect
      to
      any vacation which may have been accrued, but remain unused, prior to the
      Termination Date. In addition, M. Weiner shall be entitled to continue to
      receive all employee fringe benefits currently provided to him for a period
      of
      one (1) year from the date hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	3.2	
              REGISTRATION
                RIGHTS.

            


    

    


    Biophan
      hereby agrees that M.
      Weiner
      will be
      entitled to “piggy-back” registration rights with respect to the Severance
      Stock, on any registration statement filed by Biophan, the number of shares
      proposed to be registered and subject to any limitations pursuant to Rule 415
      under
      the
      Securities Act of 1933, as amended (the “Securities Act”).
      Biophan
      shall notify M. Weiner in writing at least twenty (20) days prior to filing
      any
      registration statement under the Securities Act, for purposes of effecting
      a
      public offering of securities of Biophan and will afford M. Weiner an
      opportunity to include in such registration statement all or any part of the
      Severance Stock. If M. Weiner desires to include in any such registration
      statement all or any part of the Severance Stock M. Weiner shall, within ten
      (10) days after receipt of the above-described notice from Biophan, so notify
      Biophan in writing, and in such notice shall inform Biophan of the number of
      shares of the Severance Stock he wishes to include in such registration
      statement. If M. Weiner decides not to include all of his Severance Stock in
      any
      registration statement thereafter filed by Biophan, M. Weiner shall continue
      to
      have the right to include his Severance Stock in any subsequent registration
      statement or registration statements as may be filed by Biophan with respect
      to
      offerings of its securities, all upon the terms and conditions set forth
      herein.

    


    
      	
            	3.3	
              EMPLOYEE
                BENEFITS.

            


    

    


    M.
      Weiner
      acknowledges and agrees that he has received information regarding his rights
      to
      health insurance continuation and retirement benefits. To the extent M. Weiner
      has such rights, nothing in this Agreement will impair those rights.


    


    
      	
            	3.4	
              EMPLOYMENT
                AGREEMENT COVENANTS.

            


    

    


    M.
      Weiner
      acknowledges and agrees that under the Employment Agreement, he is bound by
      covenants related to confidentiality and non-solicitation of employees. M.
      Weiner understands that Biophan retains the right to enforce its rights under
      these and other provisions of the Employment Agreement.

    


    
      	4.	
              RELEASES.

            


    

    


    
      	
            	4.1	
              M.
                WEINER’S RELEASE.

            


    

    


    M.
      Weiner
      waives, acquits, forever discharges and hereby releases Biophan from any and
      all
      claims, demands, actions, or causes of action, whether known or unknown, arising
      from or related in any way to any employment of or past or future failure or
      refusal to employ M. Weiner by Biophan, or any other past or future claim
      (except as reserved by this Agreement or where expressly prohibited by law)
      that
      relates in any way to M. Weiner’s employment, employment contract, any
      termination, compensation, benefits, reemployment or application for employment,
      with the exception of any claim either party may have for enforcement of this
      Agreement. This release includes any and all claims, direct or indirect, which
      might otherwise be made under any applicable local, state or federal authority,
      including but not limited to any claim arising under the state or local statutes
      where M. Weiner was employed by Biophan dealing with employment, discrimination
      in employment, Title VII of the Civil Rights Act of 1964, the Civil Rights
      Act
      of 1991, the Americans With Disabilities Act, the Family and Medical Leave
      Act
      of 1993, the Equal Pay Act of 1963, Executive Order 11246, the Rehabilitation
      Act of 1973, the Uniformed Services Employment and Reemployment Rights Act
      of
      1994, the Age Discrimination in Employment Act, the Older Workers Benefit
      Protection Act, the Fair Labor Standards Act, wage and hour statutes of the
      state where employed, all as amended, any regulations under such authorities,
      or
      any other applicable statutory contract, tort, or common law theories, except
      that M. Weiner does not release Biophan from its obligations under this
      Agreement, its contribution and indemnification obligations, if any, or from
      any
      coverage under any policy of insurance providing indemnity and related costs
      for
      the benefit of M. Weiner.

     

    
      
        
        

      

      
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            	4.2	
              BIOPHAN’
                RELEASE.

            


    

    


    Biophan
      waives, acquits, forever discharges and hereby releases M.
      Weiner from
      any
      and all claims, demands, actions, or causes of action, whether known or unknown,
      arising from or related in any way to any employment of M. Weiner by Biophan,
      or
      any other past or future claim (except as reserved by this Agreement or where
      expressly prohibited by law) that relates in any way to M. Weiner’s employment,
      Employment Agreement, with the exception of any claim Biophan may have for
      enforcement of this Agreement. This release includes any and all claims, direct
      or indirect, which might otherwise be made under any applicable local, state
      or
      federal authority, including but not limited to any claim arising under the
      state or local statutes where M. Weiner was employed by Biophan dealing with
      employment, or any other applicable statutory contract, tort, or common law
      theories, except that Biophan does not release M. Weiner from his obligations
      under this Agreement, or contribution and indemnification obligations, if
      any.

    


    
      	
            	4.3	
              NO
                ADMISSION OF LIABILITY. 

            


    

    


    It
      is
      understood and agreed that the acts done and evidenced hereby and the releases
      granted hereunder are not an admission of liability on the part of M. Weiner
      or
      Biophan, by whom liability has been and is expressly denied.

    


    
      	5.	
              MUTUAL
                NONDISPARAGEMENT.

            


    

    


    M.
      Weiner
      agrees that M. Weiner will not disparage or make false statements about Biophan.
      Biophan should report to M. Weiner any actions or statements that are attributed
      to M. Weiner that Biophan believes are disparaging or false. Biophan may take
      actions consistent with the provision for breach of the agreement should it
      determine that M. Weiner has disparaged or made false statements about
      Biophan.

    


    Biophan
      agrees that its officers and directors will not disparage or make false
      statements about M. Weiner. M. Weiner should report to Biophan any actions
      or
      statements that are attributed to Biophan’s officers or directors which M.
      Weiner believes are disparaging or false. M. Weiner may take actions consistent
      with the provision for breach of this Agreement should M. Weiner determine
      that
      Biophan’s officers or directors have disparaged or made false statements about
      M. Weiner.

     

    
      
        
        

      

      
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      	6.	
              CONFIDENTIAL,
                PROPRIETARY AND TRADE SECRET
                INFORMATION.

            


    

    


    M.
      Weiner
      acknowledges the continuing duties under the Employment Agreement signed by
      M.
      Weiner and agrees not to use or disclose confidential, proprietary or trade
      secret information learned while an employee of Biophan or its predecessors,
      including the terms of this Agreement, and covenants not to breach that duty
      (except as required by law). Should M. Weiner, M. Weiner’s attorney or agents be
      requested in any judicial, administrative, or other proceeding or investigation
      to disclose confidential, proprietary or trade secret information M. Weiner
      learned while an employee of Biophan or its predecessors, M. Weiner shall
      promptly notify Biophan of such request.

    


    
      	7.	
              COVENANTS.

            


    

    


    
      
        
          	
                	7.1	
                  COVENANT
                    NOT TO PROSECUTE OR MAINTAIN ANY ACTION OR
                    PROCEEDING.

                


        

      

    

    


    In
      exchange for the payments made hereunder, M. Weiner covenants as to Biophan,
      not
      to prosecute or hereafter maintain or institute any action at law, suit or
      proceeding in equity, administrative or any proceeding of any kind or nature
      whatsoever for any reason related in any way to any claim released herein.
      M.
      Weiner further covenants and agrees that M. Weiner will not raise any claim
      against Biophan, by way of defense, counterclaim or cross-claim or in any other
      manner, on any alleged claim, demand, liability or cause of action released
      herein. At the time of his execution of this Agreement, M. Weiner represents
      that there are no claims, complaints or charges pending against Biophan in
      which
      M. Weiner is a party or complainant. Further, M. Weiner acknowledges and agrees
      there are no unasserted workers’ compensation claims through the date of his
      execution of this Agreement.

    


    
      	
            	7.2	
              COVENANT
                TO RETURN COMPANY PROPERTY.


            


    

    


    M.
      Weiner
      agrees to return the Specified Property of Biophan, within seven (7) days after
      M. Weiner’s execution of this Agreement. For the purposes of this Agreement,
      Specified Property includes, credit cards, keys, card keys, computer files,
      all
      originals and copies of all documents, and any other property belonging to
      Biophan. M. Weiner may retain his cell phone, palm pilot and laptop computer.
      M.
      Weiner further covenants that M. Weiner has no personal charges nor unauthorized
      business charges on the credit cards to be returned or otherwise and agrees
      to
      reimburse Biophan if M. Weiner is mistaken.

    


    
      	
            	7.3	
              COOPERATION
                IN DEFENSE OF COMPANY;
                CONSULTATION.

            


    

    


    M.
      Weiner
      covenants now and in the future that M. Weiner will reasonably cooperate with
      Biophan to the best of M. Weiner’s ability in the defense of any claim brought
      against Biophan of which M. Weiner has any personal knowledge (“Defense
      Services”) at no additional cost to Biophan beyond what is provided by this
      Agreement. Biophan agrees it will reimburse M. Weiner’s reasonable out-of-pocket
      expenses in providing such Defense Services. In addition, M. Weiner agrees
      to
      reasonably provide specific operations information to Biophan as requested
      in a
      reasonable, timely and clear manner to allow Biophan to continue and/or complete
      job tasks, activities, assignments, to continue effective relationships with
      business partners by responding to reasonable inquiries as needed by
      telephone.

     

    
      
        
        

      

      
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              8.

            	
              ARBITRATION
                OF CERTAIN DISPUTES; CLAIMS FOR IRREPARABLE HARM;
                VENUE.

            


    

    


    Except
      as
      provided below, M. Weiner and Biophan agree that should any dispute arise
      between the parties whether or not arising out of this Agreement, the issue
      shall be submitted to arbitration in New York, New York, before one arbitrator
      pursuant to the then current employment rules of the American Arbitration
      Association. In such event, each party shall pay its own costs and
      attorneys’
      fees.
      Notwithstanding the above, in the event either party wishes to obtain equitable
      relief for violations of paragraphs 5, 6, or 7 including, without limitation,
      specific performance, immediate issuance of a temporary restraining order or
      preliminary injunction enforcing this Agreement, it may bring a claim for such
      relief in arbitration or in an action in an applicable court in New York, New
      York.

    


    
      	
              9.

            	
              SCOPE
                OF AGREEMENT.

            


    

    


    The
      provisions of this Agreement shall be deemed to obligate, extend to, and inure
      to the benefit of the parties: Biophan’s
      affiliates, successors, predecessors, assigns, directors, officers, and
      employees; and each parties insurers, transferees, grantees, legatees, agents
      and heirs, including those who may assume any and all of the above-described
      capacities subsequent to the execution and effective date of this
      Agreement.

    


    
      	
              10.

            	
              OPPORTUNITY
                FOR ADVICE OF COUNSEL.

            


    

    


    M.
      Weiner
      acknowledges that M. Weiner has been encouraged by Biophan to seek advice of
      counsel with respect to this Agreement and has had the opportunity to do
      so.

    


    
      	
              11.

            	
              SEVERABILITY.

            


    

    


    Every
      provision of this Agreement is intended to be severable. In the event any term
      or provision of this Agreement is declared to be illegal or invalid for any
      reason whatsoever by an arbitrator or a court of competent jurisdiction or
      by
      final and unappealed order of an administrative agency of competent
      jurisdiction, such illegality or invalidity should not affect the balance of
      the
      terms and provisions of this Agreement, which terms and provisions shall remain
      binding and enforceable.

    


    
      	12.	
              NO
                WAIVER.

            


    

    


    Failure
      of either party to enforce any term of this Agreement shall not constitute
      a
      waiver of the party’s
      right
      to enforce that term or any other term of this Agreement. 

     

    
      
        
        

      

      
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      	13.	
              COSTS
                AND ATTORNEY’S
                FEES.

            


    

    


    The
      parties each agree to bear their own costs and attorneys’
      fees
      which have been or may be incurred in connection with any matter herein or
      in
      connection with the negotiation and consummation of this Agreement or any action
      to enforce the provisions of this Agreement.

    


    
      	
              14.

            	
              GOVERNING
                LAW.

            


    

    


    The
      rights and obligations of the parties under this Agreement shall in all respects
      be governed by the laws of the United States and the State of New
      York.

    


    
      	15.	
              ENTIRE
                AGREEMENT: MODIFICATION.

            


    

    


    This
      Agreement and the Employment Agreement signed by M. Weiner contain the entire
      agreement and understanding among the parties as to M. Weiner’s separation as an
      employee. This Agreement supersedes and replaces all other prior negotiations
      and proposed agreements, written or oral as to M. Weiner’s separation. M. Weiner
      and Biophan acknowledge that no other party, nor agent nor attorney of any
      other
      party, has made any promise, representation, or warranty, express or implied,
      not contained in this Agreement concerning the subject matter of this Agreement
      or to induce this Agreement, and M. Weiner and Biophan acknowledge that they
      have not executed this Agreement in reliance upon any such promise,
      representation, or warranty not contained in this Agreement. 

    


    No
      modification or waiver of any of the provisions or any future representation,
      promise or addition shall be binding upon the parties unless made in writing
      and
      signed by the parties.

     

    
      
        
        

      

      
        6