Exhibit 10.2
AMENDMENT NO. 1
TO
LINE OF CREDIT AGREEMENT
This Agreement of Amendment is made as of October 11, 2006, by and
between Biophan Technologies, Inc., a Nevada corporation (the "Borrower") and
Biomed Solutions, LLC, a New York limited liability company (the "Lender").
Whereas the Borrower and the Lender are parties to a certain Line of
Credit Agreement dated as of January 24, 2006 (the "Agreement"), pursuant to
which the Lender agreed to lend to the Borrower an amount of up to $5,000,000
(the "Line of Credit");
Whereas, to evidence the Borrower's obligations with respect to the
Line of Credit, on January 24, 2006 the Borrower issued to the Lender a
Convertible Promissory Note in the original principal amount of $5,000,000 (the
"Note")
Whereas, the Borrower proposes to enter into a Securities Purchase
Agreement dated as of the date hereof (the "Purchase Agreement") among the
Borrower and the Purchasers named therein (the "Purchasers"), pursuant to which
the Purchasers propose to extend credit to the Borrower;
Whereas, as a condition to the extension of credit under the Purchase
Agreement, the Purchasers have requested that the Borrower and the Lender make
certain amendments to the Agreement; and
Whereas, the Borrower and the Lender have agreed that the extension of
credit to the Borrower pursuant to the Purchase Agreement will redound to the
benefit of the Borrower and the Lender;
Now, therefore, in consideration of the foregoing and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Borrower and the Lender hereby agree as follows:
I. Amendments to the Agreement. The Agreement is hereby amended as follows:
1. The last sentence of Section 2 is deleted in its entirety.
2. The first sentence of Section 4 is amended and restated to read in entity
as follows:
"Payment shall be made on demand following the Termination Date in accordance
with the terms of the Note."
II. Amendments to the Note. The Note shall, simultaneously herewith, be
cancelled and, in replacement therefor the Borrower shall deliver to the Lender
an Amended and Restated Convertible Promissory Note reading in its entirety as
set forth in Exhibit A attached hereto (the "Amended and Restated Note").
III. Waiver of Requirement to Reserve Shares. The Lender hereby waives, until
the any requirement on the part of the Borrower to reserve and set aside shares
of the Borrower's common stock for issuance upon conversion of the Amended and
Restated Note until the Charter Amendment Effective Date (as such term is
defined in the Purchase Agreement).
IV. Subordination and Standstill Agreement. On the date hereof, the Borrower,
the Lender and the Purchasers have entered into a Subordination and Standstill
Agreement (the "Subordination Agreement"). The Lender hereby acknowledges that
the Lender may not exercise certain of its rights under the Agreement or the
Amended and Restated Note (including, without limitation, the right to demand
and receive payment on the Amended and Restated Note) except as permitted under
the Subordination Agreement.
V. No Other Changes. Except as expressly amended hereby, the Agreement shall
remain full force and effect without any other alteration or change.
In witness whereof, the parties have executed this Agreement of
Amendment as of the date first above written.
BIOMED SOLUTIONS, LLC BIOPHAN TECHNOLOGIES, INC.
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxx, Manager Xxxxxx X. Xxxxxxxx,
Chief Financial Officer
