BioElectronics, Corp. - Exhibit 10.13 - Prepared By TNT Filings Inc.




 



Exhibit 10.13 


MODIFICATION AND AMENDMENT AGREEMENT 


This Modification and Amendment Agreement
("Agreement") dated as of August 14, 2006 is entered into by and among BioElectronics Corp., a Maryland corporation (the "Company") and the subscribers
identified on the signature page hereto (each a "Subscriber" and collectively
"Subscribers"). 

WHEREAS, the Company and the Subscribers are parties
to a Subscription Agreement 

("Subscription Agreement") dated December 8, 2005
relating to an aggregate investment by Subscribers in up to $1,000,000 of
principal amount of promissory notes of the Company convertible into shares of
the Company's $.001 par value common stock and Warrants in the amounts set forth
on Schedule A attached hereto; and 

WHEREAS, on the Initial Closing Date $750,000 of the
Purchase Price was paid to the Company and up to $250,000 of the Purchase Price
was payable within three business days after the Actual Effective Date, which is
the Second Closing Date. 

NOW THEREFORE, in consideration of the mutual
covenants and other agreements contained in this Agreement, the Company and the
Subscribers hereby agree as follows: 

1. All the capitalized terms employed herein shall
have the meanings attributed to them in the Subscription Agreement and the
documents and agreements delivered therewith. 

2. The Company agrees to file the Amendment to the
SB-2 Registration Statement no later than August 14, 2006. 

3. The Company acknowledges that the Liquidated
Damages as described in Section 11.4 of the Subscription Agreement which have
accrued through August 14, 2006, as more fully described on Schedule A hereto,
will be payable in the form of Notes in substantially the same form and upon the
same terms and conditions as the Notes issued in the Offering, including but not
limited to the inclusion of the Shares issuable upon conversion of these Notes,
in the Amendment to the Registration Statement to be filed by the Company no
later than August 14, 2006. 

4. The Fixed Conversion Price, as set forth in
Section 3.1 of the Note, shall be $0.18. 

5. For the benefit of the parties
hereto, the Company hereby makes all the representations, warranties, covenants
undertakings and indemnifications contained in the Transaction Documents, as if
such representations were made by the Company as of this date. The Subscribers
hereby make all of the representations, warranties, covenants, indemnifications
and undertakings contained in the Transaction Documents as if such
representations were made by the Subscribers as of this date. 

6. Subscribers agree to accelerate a funding of an
aggregate of $100,000 of the Second Closing Purchase Price in the amounts set
forth on the signature page hereto ("Interim Funding"). The balance of the
Second Closing Purchase Price will be funded on the Second Closing Date pursuant
to the Subscription Agreement. 

7. The Company undertakes to set aside $20,000 from
the proceeds of the Interim Funding for legal fees payable to their attorneys
for the preparation and filing of the Amendment to the SB-2 Registration
Statement. 

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8. The Subscribers agree to waive Liquidated Damages
payable in connection with the initial sixty (60) day period following the
Closing Date of the Interim Funding. However, if the Actual Effective Date of
the Registration Statement is after sixty (60) days following the Closing Date
of the Interim Funding, Liquidated Damages will once again begin to accrue
beginning on day sixty-one (61), as further described in the Transaction
Documents. 

9. All of the terms and conditions described in
Section 2 of the Subscription Agreement in reference to the Second Closing shall
apply to the Interim Funding Closing, as if such representations and warranties
were made and given on all such dates except for the requirement that the
Registration Statement be declared effective as a condition to the Second
Closing. 

10. As a result of the Company withdrawing the Form
SB-2 Registration Statement, which was filed on February 16, 2006, Subscribers
are notified of the following: 

i) The offering is not registered under the Act; 

(ii) The securities will be
"restricted securities" (as that term is defined in the Securities Act Rule
144(a)(3)) and may not be resold unless they are registered under the Act or an
exemption from registration is available; 

(iii) Purchasers in the private offering do not have
the protection of Section 11 of the Securities Act; and 

(iv) A registration statement for the abandoned
offering was filed on February 16, 2006 and withdrawn on July 13, 2006. 

11. All other terms and conditions of the Transaction
Documents, including any damages or interest which have accrued shall remain in
full force and effect and payable. 

12. Each of the undersigned states that he has read
the foregoing Agreement and understands and agrees to it. 


	 	 	 	BIOELECTRONICS CORP.
	 	 	 	the "Company"
					
	 	 	 	 	 
	 	 	 	By:	
    /s/ Andrew J. Whelan
	 	 	 	Name: Andrew J.
    Whelan
	 	 	 	Title: President
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	ALPHA CAPITAL
    AKTIENGESELLSCHAFT	 	WHALEHAVEN CAPITAL
    FUND LIMITED
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	HARBORVIEW MASTER
    FUND LP	 	 	 



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SCHEDULE A 


	
     
	
    
    INITIAL CLOSING
	
    
    INTERIM
	
    
    ACCRUED
	
    
    SECOND

	
    
    SUBSCRIBER
	
    
    NOTE PRINCIPAL
	
    
    CLOSING
	
    
    LIQUIDATED
	
    
    CLOSING

	
     
	
     
	
    
    AMOUNT
	
    
    DAMAGE
	
    
    AMOUNT

	
     
	
     
	
     
	
    
    NOTES
	
     

	
    
    ALPHA CAPITAL
	
    
    $400,000.00
	
    
    $53,534.00
	
     
	
    
    $80,000.00

	
    
    AKTIENGESELLSCHAFT
	
     
	
     
	
     
	
     

	
    
    Pradafant 7
	
     
	
     
	
     
	
     

	
    
    9490 Furstentums
	
     
	
     
	
     
	
     

	
    
    Vaduz, Lichtenstein
	
     
	
     
	
     
	
     

	
    
    Fax: 011-42-32323196
	
     
	
     
	
     
	
     

	
    
    WHALEHAVEN CAPITAL
	
    
    $250,000.00
	
    
    $33,333.00
	
     
	
    
    $50,000.00

	
    
    FUND LIMITED
	
     
	
     
	
     
	
     

	
    
    3rd Floor, 14 Par-Laville Road
	
     
	
     
	
     
	
     

	
    
    Hamilton, Bermuda HM08
	
     
	
     
	
     
	
     

	
    
    Fax: (441) 292-1373
	
     
	
     
	
     
	
     

	
    
    HARBORVIEW MASTER
	
    
    $100,000.00
	
    
    $13,133.00
	
     
	
    
    $20,000.00

	
    
    FUND LP
	
     
	
     
	
     
	
     

	
    
    c/o Harborview Advisors LLC
	
     
	
     
	
     
	
     

	
    
    850 Third Avenue, Suite 1801
	
     
	
     
	
     
	
     

	
    
    New York, NY 10022
	
     
	
     
	
     
	
     

	
    
    Fax: (646) 218-1401
	
     
	
     
	
     
	
     

	
    
    TOTAL
	
    
    $750,000.00
	
    
    $100,000.00
	
     
	
    
    $150,000.00




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