Biomed Solutions, LLC
August 19, 2002
Xx. Xxxxxxx Xxxxxxx
Chairman
Biophan Technologies, Inc.
000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxxxxxxx, XX 00000
RE: CREDIT FACILITY
Dear Xxxxxxx:
This letter agreement is intended to formalize our proposal to increase by
$100,000 the current funding provided by Biomed Solutions, LLC ("Biomed") to
Biophan Technologies, Inc. ("BIPH") (the "Loan") in accordance with the
following terms and conditions:
1. The proceeds from the Loan will be utilized to satisfy certain
obligations, including payment of American Express charges, payroll
and for general working capital.
2. Except as provided herein, the Loan shall have the same terms and
conditions as the first credit facility in the amount of $250,000.
3. The credit facility documents dated June 4, 2002 shall be amended to
extend until December 1, 2002 (rather than September 1, 2002) the
time by which BIPH must repay Biomed the amounts it currently owes
Biomed. Biomed will receive warrant coverage for this extension as
provided in paragraph 6 of the Credit Agreement.
4. Paragraph 3(b) of the Convertible Promissory Note dated June 4, 2002
shall be amended to read as follows: "The conversion price shall be
equal to the lesser of (i) the closing big price on June 4, 2002;
(ii) the closing bid price on the date of conversion; or (iii) the
lowest per share purchase price paid by any third party between June
4, 2002 and the conversion date."
5. Current warrants held by Biomed will be amended so that the exercise
price associated with said warrants shall be as follows: the
exercise price shall be equal to the lesser of (i) the closing bid
price on June 4, 2002; (ii) the closing bid price on the date of
exercise; or (iii) the lowest per share purchase price paid by any
third party between June 4, 2002 and the exercise date.
6. Biomed shall have the option to convert to common stock all or part
of the amounts due to it by BIPH under the terms of the loan
agreement. The conversion price shall be equal to the lesser of (i)
the closing bid price on the date of closing of the Loan; (ii) the
closing big price on the date of conversion; or (iii) the lowest per
share purchase price paid by any third party between the closing of
the Loan and the conversion date.
7. Repayment of the Loan to Biomed shall occur as soon as BIPH has
sufficient cash flow, but, in no event lower than 12 months from the
date of this letter agreement.
8. As additional consideration, BIPH shall pay to Biomed 33% of any
revenue (cash, stock, property or other consideration) that it
receives from the sale or licensing of its shielding or filtering
technologies, up to a maximum of $300,000. Payments of principal on
the Loan shall be credited toward the calculation of the $300,000
ceiling.
If you are in agreement with these terms and conditions, please execute
below and return a signed copy to me.
Sincerely,
BIOMED SOLUTIONS, LLC
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Agreed to and accepted by:
BIOPHAN TECHNOLOGIES, INC.
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Xxxxxxx Xxxxxxx, Chairman
Dated: August 19, 2002
