Exhibit 4.3
FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE
THIS FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE (this "First
Amendment"), is made the 13th day of January, 2006, by and between Biophan
Technologies, Inc., a corporation organized under the laws of the State of
Nevada, with its principal offices at 150 Xxxxxx Xxxxxx Drive, Suite 215, Xxxx
Xxxxxxxxx, New York 14586 (the "Debtor"), and Biomed Solutions, LLC, a limited
liability company organized under the laws of the State of New York, with its
principal offices at 000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxx Xxxxxxxxx, Xxx
Xxxx 00000 (the "Creditor").
RECITALS:
WHEREAS, Debtor executed a certain Convertible Promissory Note (the
"Note"), dated May 27, 2005 in favor of Creditor; and
WHEREAS, Debtor and Creditor desire to amend the Note as hereinafter
provided;
AGREEMENT:
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, Debtor and Creditor hereby agree as follows:
1. Section 1 of the Note is deleted in its entirety and replaced with the
following:
"1. Repayment. The entire amount of principal and interest due under
this Note shall be payable within fifteen (15) business days after demand
therefor, which demand may be made at any time on or after August 31,
2006. Debtor may prepay all or any part of this Note at any time without
premium or penalty, provided that Debtor has provided fifteen (15) days'
prior written notice (the "Notice Period") of its intent to prepay and
Creditor has not elected to convert all or part of the outstanding
obligation prior to the expiration of the Notice Period."
2. From and after the date of this First Amendment, all references to
the Note shall mean the Note, as amended hereby.
3. This First Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York, including
matters of construction, validity and performance, without giving
effect to principles of conflicts of law.
4. Except as amended hereby, the Note remains unmodified and in full
force and effect.
[Signature Page to Follow]
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IN WITNESS WHEREOF, the undersigned have executed this First Amendment as
of the date first above written.
DEBTOR:
BIOPHAN TECHNOLOGIES, INC.
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
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Title: Chairman of the Board
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CREDITOR:
BIOMED SOLUTIONS, LLC
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
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Title: CEO
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