0001144204-08-054425 Sample Contracts

AMENDMENT NO. 2 TO LINE OF CREDIT AGREEMENT
Line of Credit Agreement • September 25th, 2008 • Biophan Technologies Inc • Surgical & medical instruments & apparatus

This Amendment No. 2 (the “Amendment”)is made as of September 23, 2008, by and between Biophan Technologies, Inc., a Nevada corporation (the "Borrower") and

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AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT, SENIOR SECURED CONVERTIBLE NOTES, WARRANTS AND SECURITY AGREEMENT
Securities Purchase Agreement • September 25th, 2008 • Biophan Technologies Inc • Surgical & medical instruments & apparatus • New York

This AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT, SENIOR SECURED CONVERTIBLE NOTES, WARRANTS AND SECURITY AGREEMENT (this “Amendment”) is made and entered into as of September 19, 2008, by and among Biophan Technologies, Inc., a Nevada corporation (the “Biophan”), and the purchasers identified on the signature pages hereto (each, a “Purchaser” and, collectively, the “Purchasers”).

AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT, SENIOR SECURED CONVERTIBLE NOTES, WARRANTS AND SECURITY AGREEMENT
Securities Purchase Agreement • September 25th, 2008 • Biophan Technologies Inc • Surgical & medical instruments & apparatus • New York

This AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT, SENIOR SECURED CONVERTIBLE NOTES, WARRANTS AND SECURITY AGREEMENT (this “Amendment”) is made and entered into as of September 19, 2008, by and among Biophan Technologies, Inc., a Nevada corporation (the “Biophan”), and Castlerigg Master Investments Ltd (the “Purchaser”) and the other parties to the Securities Purchase Agreement, dated as of October 11, 2006 (the “Purchase Agreement”), pursuant to which Biophan issued and sold to the an aggregate of $7,250,000 of Notes and certain Warrants.

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