TERMINATION OF STOCK PURCHASE AGREEMENT AND RELEASE

                     TERMINATION OF STOCK PURCHASE AGREEMENT
                                   AND RELEASE

      This   Termination   of  Stock   Purchase   Agreement  and  Release  (this
"Termination  and  Release") is entered into as of the ____ day of May,  2005 by
and between Biophan Technologies,  Inc., a Nevada corporation  ("Biophan"),  and
SBI Brightline  Consulting,  LLC, a California  limited  liability company ("SBI
Brightline"),  for the  purpose  of  terminating  the Stock  Purchase  Agreement
between Biophan and SBI Brightline dated as of February 5, 2004.

      This  Termination  and  Release is  entered  into in  connection  with the
consummation of the  transactions  contemplated by the Purchase  Agreement,  and
both parties  desire to terminate  any existing  obligations  under the Purchase
Agreement.

      NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt and
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereto  agree as
follows:

      1.    Termination; Release. The Purchase Agreement is hereby terminated in
its entirety and, notwithstanding any provision of the Purchase Agreement to the
contrary,  neither Biophan nor SBI Brightline shall have any further obligations
thereunder.  Each of Biophan and SBI Brightline  releases the other from any and
all  obligations,  liabilities,  damages or other claims it may have against the
other, now existing or hereafter arising pursuant to the Purchase Agreement.

      2. Governing Law. This Termination and Release shall be governed by and
construed  under  the laws of the  State of New  York,  excluding  choice-of-law
provisions   which  would  direct  the   application  of  the  laws  of  another
jurisdiction.

      3. Counterparts. This Termination and Release may be executed in two or
more counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute one in the same instrument.

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      IN WITNESS WHEREOF,  the parties hereto have executed this Termination and
Release as of the day and year first set forth above.


                                  BIOPHAN TECHNOLOGIES, INC.


                                  By:
                                     -------------------------------------------
                                  Name:   Xxxxxx X. Xxxx
                                  Title:  Vice President, Treasurer and
                                          Chief Financial Officer


                                  SBI BRIGHTLINE CONSULTING, LLC


                                  By:
                                     -------------------------------------------
                                  Name:   Xxxxxx Xxxxxxx
                                  Title:  Managing Member


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