Registration No. 333-102526

                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM S-8

                            REGISTRATION STATEMENT
                                    under
                          THE SECURITIES ACT OF 1933

                          BIOPHAN TECHNOLOGIES, INC.
              (Exact name of issuer as specified in its charter)

                Nevada                              82-0507874
     (State or other jurisdiction of             (I.R.S. Employer
      incorporation or organization)           Identification Number)

     150 Lucius Gordon Drive, Suite 215, West Henrietta, New York 14586
          (Address of Principal Executive Offices)              (Zip Code)

             Biophan Technologies, Inc. 2001 Stock Option Plan
                         (Full title of the plan)

                             Michael L. Weiner
                          Chief Executive Officer
                    150 Lucius Gordon Drive, Suite 215
                      West Henrietta, New York 14586
                  (Name and address of agent for service)

                              (585) 214-2441
        (Telephone number, including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE

                                        Proposed      Proposed
                                        Maximum       Maximum
                             Amount     Offering      Aggregate   Amount of
Title of Securities          to Be      Price         Offering    Registration
to be Registered             Registered Per Share     Price       Fee
------------------------------------------------------------------------------
Common Stock, par value      1,000,000  $0.19 per     $190,000    $15.37
$.005 (1)                    Shares     Share
==============================================================================


(1)    Based upon 1,000,000 shares of common stock covered by this
       registration statement that are issuable under the Company's 2001 Stock
       Option Plan.  The fee with respect to these shares has been calculated
       pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
       and based upon the last sale reported for the Company's common stock on
       September 25, 2003, as reported by The OTC Bulletin Board.


Part I  -   INFORMATION REQUIRED IN THE 10(a) PROSPECTUS

    All information required by Part I to be contained in the prospectus is
omitted from this registration statement on Form S-8 in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act").


Part  II  -  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference

    The following documents are incorporated by reference in this registration
statement by Biophan Technologies, Inc. (the "Company") and made a part
hereof.  All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part hereof from the date
of filing such documents.

    (a)    The Company's latest annual report on Form 10-KSB and Form 10-KSB/A
           for the fiscal year ended February 28, 2003, filed with the
           Commission on May 29, 2003 and June 13, 2003, respectively, which
           contains audited financial statements for the Company's fiscal year
           ended February 28, 2003.

    (b)    The Company's Quarterly Report on Form 10-QSB for the quarter ended
           May 31, 2003 filed with the Commission on July 15, 2003.

    (c)    The Company's definitive Proxy Statement for the Company's 2003
           Annual Meeting of Shareholders filed with the Commission on July
           30, 2003.

    (d)    The description of the Company's Common Stock contained in the
           Company's Registration Statement on Form SB-2 effective on July 11,
           2003.

    All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange, subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
hereto, which indicates that all securities offered hereunder have been sold
or which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.

    For purposes of this Registration Statement, any document or any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded to the extent that a
subsequently filed document or a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated
herein by reference modifies or supersedes such document or such statement in
such document.  Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.


<page>                               2



Item 4.    Description of Securities.

    Not applicable.


Item 5.    Interest of Named Experts and Counsel.

    Not applicable.


Item 6.    Indemnification of Directors and Officers.

    Under Nevada Revised Statutes Section 78.138, a director or officer is
generally not individually liable to the corporation or its shareholders for
any damages as a result of any act or failure to act in his capacity as a
director or officer, unless it is proven that:

    (i)    his act or failure to act constituted a breach of his fiduciary
duties as a director or officer; and

   (ii)    his breach of those duties involved intentional misconduct, fraud
or a knowing violation of law.

    This provision is intended to afford directors and officers protection
against and to limit their potential liability for monetary damages resulting
from suits alleging a breach of the duty of care by a director or officer. As
a consequence of this provision, stockholders of the Company will be unable to
recover monetary damages against directors or officers for action taken by
them that may constitute negligence or gross negligence in performance of
their duties unless such conduct falls within one of the foregoing exceptions.
The provision, however, does not alter the applicable standards governing a
director's or officer's fiduciary duty and does not eliminate or limit the
right of the Company or any stockholder to obtain an injunction or any other
type of non-monetary relief in the event of a breach of fiduciary duty.

    As permitted by Nevada law, the Company's By-Laws include a provision
which provides for indemnification of a director or officer by the Company
against expenses, judgments, fines and amounts paid in settlement of claims
against the director or officer arising from the fact that he was a director
or officer, provided that the director or officer acted in good faith and in
a manner he believed to be in or not opposed to the best interests of
the Company.  The Company has purchased insurance under a policy that insures
both the Company and its officers and directors against exposure and liability
normally insured against under such policies, including exposure on the
indemnities described above.

    Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons pursuant
to the foregoing provisions, or otherwise, the Company has been advised that
in the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable.


<page>                                3



Item 7.    Exemption from Registration Claimed.

    Not applicable.


Item 8.    Exhibits.

    (a)    The following exhibits are filed with this registration statement:

Exhibit No.       Exhibit Name

* 4.1  Articles of Incorporation filed as an exhibit to Form 10-KSB for the
        year ended February 29, 2000.
  4.2  Amendment to Articles of Incorporation.
  4.3  Biophan Technologies, Inc. 2001 Stock Option Plan.
  4.4  Consulting Services Agreement dated September 10, 2003 between the
        Company and Michael Doherty.
  4.5  Non-Qualified Stock Option Agreement dated September 10, 2003 between
        the Company and Michael Doherty.
* 4.6  By-laws filed as exhibit to Form 10-KSB for the year ended February
        28, 2002.
  5.1  Opinion of Nixon Peabody LLP.
 23.1  Consent of Goldstein Golub Kessler LLP, Independent Certified Public
        Accountants.
 23.2  Consent of Nixon Peabody LLP (included in Exhibit 5.1).

* Exhibits so marked have heretofore been filed with the Securities and
   Exchange Commission as part of the filing indicated and are
    incorporated herein by reference.


Item 9.    Undertakings.

    (a)    The undersigned registrant hereby undertakes:

        (1)    To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement
               to include any material information with respect to the plan of
               distribution not previously disclosed in the registration
               statement, or any material change to such information in the
               registration statement,

        (2)    That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment
               shall be deemed to be a new registration statement relating to
               the securities offered therein, and the offering of such
               securities at that time shall be deemed to be the initial bona
               fide offering thereof; and

        (3)    To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

    (b)    The undersigned registrant hereby undertakes that, for the purposes
of determining liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

    (c)    Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.


<page>                                4



                                SIGNATURES

    The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of West Henrietta, State of New York,
on this 26th day of September 2003.

                                                BIOPHAN TECHNOLOGIES, INC.
                                                     (REGISTRANT)


                                     By:  /S/   MICHAEL L. WEINER
                                          --------------------------------
                                         Michael L. Weiner, President and
                                         Chief Executive Officer

    Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature               Title                         Date

                                                           September 26, 2003
    /S/ MICHAEL L. WEINER    President, Chief Executive
    -------------------      Officer and Director
     Michael L. Weiner

                                                            September 26, 2003
    /S/ ROBERT J. WOOD       Vice President, Treasurer and
    -------------------      Chief Financial Officer
     Robert J. Wood

                                                            September 26, 2003
    /S/ DAVID A. MILLER      Secretary
    -------------------
     David A. Miller

                                                            September 26, 2003
    /S/ GUENTER H. JAENSCH   Director
    -------------------
     Guenter H. Jaensch

                                                            September 26, 2003
    /S/ ROSS B. KENZIE       Director
    -------------------
     Ross B. Kenzie

                                                            September 26, 2003
    /S/ STEVEN KATZ          Director
    -------------------
     Steven Katz

                                                            September 26, 2003
    /S/ ROBERT S. BRAMSON    Director
    -------------------
     Robert S. Bramson


<page>                                5



Exhibit 4.2


DEAN HELLER
Secretary of State                   Certificate of           FILED# C923-00
202 North Carson Street                 Amendment              AUG 25, 2003
Carson City, Nevada 89701-4201    (Pursuant to NRS 78.385    IN THE OFFICE OF
(775) 684-5708                          and 78.390)           /s/Dean Heller
                                                               DEAN HELLER,
                                                            SECRETARY OF STATE


               Certificate of Amendment to Articles of Incorporation
                        For Nevada Profit Corporations
           (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)



1.  Name of corporation:  Biophan Technologies, Inc.
                          --------------------------

2.  The articles have been amended as follows:

    3.  Shares:                  Number of shares
    (No. of shares corporation   with par value:  80,000,000  Par value:  .005
    authorized to issue)                          ----------              ----
                                 Number of shares
                                 without par value:  -
                                                    ---
3.  The vote by which the stockholders holding shares in the corporation
entitling them to exercise at lease a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a
vote by class or series, or as may be required by the provisions of the
articles of incorporation have voted in favor of the amendment is:

    For                  Against                  Abstain

    22,971,812           346,225                  95,685
    ----------           -------                  ------


4.  Officer Signature:


/s/David A. Miller                   Date:  August 21, 2003
-------------------                         ---------------
Corporate Secretary



Exhibit 4.3


                            BIOPHAN TECHNOLOGIES, INC.
                             2001 STOCK OPTION PLAN

    1.    Title and Purpose.  The plan described herein shall be known as the
"Biophan Technologies, Inc. 2001 Stock Option Plan" (the "Plan").  The
purpose of the Plan is to advance the interests of Biophan Technologies, Inc.
(the "Company") and its shareholders by strengthening the Company's ability
to attract and retain individuals of training, experience, and ability as
officers, key employees, directors and consultants and to furnish additional
incentive to such key individuals to promote the Company's financial success
by providing them with an equity ownership in the Company commensurate with
Company performance, as reflected in increased shareholder value.  It is the
intent of the Company that such individuals be encouraged to obtain and
retain an equity interest in the Company and each Participant will be
specifically apprised of said intent.

    2.    Definitions.  As used herein, the following words or terms have the
meaning set forth below.

          2.1    "Award" means an award granted to any key employee, officer,
consultant, or Non-Employee Director in accordance with the provisions of the
Plan in the form of Options or Restricted Stock.

          2.2    "Award Agreement" means the written agreement evidencing
each Award of Restricted Stock granted under the Plan.

          2.3    "Board" means the Board of Directors of the Company, except
that, whenever action is to be taken under the Plan with respect to a
Reporting Person, "Board" shall mean only such directors  who are
disinterested persons within the meaning of Rule 16b-3 under the Exchange Act
or any successor rule.

          2.4    "Code" means the Internal Revenue Code of 1986, as amended
from time to time, or any successor statute.

          2.5    "Committee" means the Compensation Committee of the Board or
such other committee as may be designated by the Board to administer the
Plan.  To the extent that the Committee delegates its power to grant Options
as permitted by Section 4.2, all references in the Plan to the Committee's
authority to grant Options and determinations with respect thereto shall be
deemed to include the Committee's delegate or delegates.

          2.6    "Common Stock" or "Stock"  means the Company's $.005 par
value Common Shares.

          2.7    "Company" means Biophan Technologies, Inc., a corporation
established under the laws of the State of Nevada, and its subsidiaries.

          2.8    "Designated Beneficiary"  means the beneficiary designated
by a Participant, in a manner determined by the Committee, to receive amounts
due or to exercise rights of the Participant in the event of the
Participant's death.  In the absence of an effective designation by a
Participant, Designated Beneficiary shall mean the Participant's estate.

          2.9    "Disability"  means a physical or mental condition of such a
nature that it would qualify a Participant for benefits under the Company's
long-term disability insurance plan or, if no such plan exists, a
determination by the United States Social Security Administration of total
disability.

          2.10    "Disinterested Person" shall have the same meaning as
defined in Rule 16b-3(c)(2) promulgated by the Securities and Exchange
Commission pursuant to its authority under the Exchange Act.

          2.11    "Exchange Act" means the Securities Exchange Act of 1934,
as amended, or any successor statute.

          2.12     "Fair Market Value" means the fair market value of the
Company's shares of Common Stock on a given date, which shall be (i) if the
shares of Common Stock are listed on a national exchange, then the mean
between the highest and the lowest quoted selling price of said shares of
Common Stock on such stock exchange on such date, provided at least one sale
of said shares of Common Stock took place on such exchange on such date, and,
if not, then on the basis of the closing price on the last preceding date on
which at least one sale on such exchange did occur, or (ii) if the shares of
Common Stock are not listed on a national exchange, then the mean between
dealer "bid" and "ask" prices of the shares of Common Stock in the over-the-
counter market on such date, as reported by the National Association of
Securities Dealers, Inc., or (iii) if the shares of Common Stock are not
publicly traded, then the value as determined by the Board in good faith.

          2.13    "Incentive Stock Option" ("ISO") means an Option which is
intended to satisfy the requirements of Section 422 of the Code or any
successor provision.

          2.14    "Non-Employee Director" means a member of the Board who is
not an employee of the Company or a management consultant to the Company.

          2.15    "Non-Employee Director Stock Option" ("NEDSO") means a
Nonstatutory Stock Option granted to a Non-Employee Director of the Company
or a member of the Scientific Advisory Board.

          2.16    "Nonstatutory Stock Option" ("NSO") means an Option which
is not intended to qualify as an Incentive Stock Option.

          2.17    "Option" means any Option granted under the Plan and
includes an Incentive Stock Option, a Nonstatutory Stock Option and a Non-
Employee Director Stock Option.

          2.18    "Option Agreement" means the written agreement evidencing
each Option granted under the Plan.

          2.19    "Option Price" means the purchase price per share of Common
Stock upon the exercise of an Option.

          2.20    "Outside Director" shall have the same meaning as defined
or interpreted for purposes of Section 162(m) of the Code.

          2.21    "Participant" means an individual who has been granted an
Award under the Plan.

          2.22    "Reporting Person" means a person required to file reports
under Section 16(a) of the Exchange Act or any successor statute.

          2.23    "Restricted Stock" means Stock awarded under Section 9 of
the Plan which is subject to certain forfeiture provisions or restrictions on
transfer.

          2.24    "Retirement" means termination of employment with the
Company if such termination of employment constitutes normal retirement,
early retirement, disability retirement or other retirement as provided for
at the time of such termination of employment under the applicable retirement
program then maintained by the Company, provided that the Participant does
not continue in the employment of the Company.

          2.25    "Scientific Advisory Board" means the advisory board
consisting of noted scientists who advise the Company on the development of
its technology.

    3.    Shares Subject to the Plan.  Subject to adjustment as provided in
Section 11 below, an aggregate of 7,000,000 shares of Common Stock shall be
available for Awards under the Plan.  Such shares may be authorized but
previously unissued shares or shares reacquired by the Company, including
shares purchased in the open market.  In the event that any outstanding
Option granted under the Plan for any reason expires or is terminated without
having been exercised in full, or any shares of Restricted Stock are
forfeited, the shares allocable to the unexercised portion of such Option or
the forfeited portion of such Restricted Stock shall (unless the Plan shall
have been terminated) become available for subsequent Awards under the Plan;
provided that in no event may the number of shares issued hereunder exceed
the total number of shares reserved for issuance.

    4.    Administration of the Plan.

          4.1    The Plan shall be administered by the Committee.  No
individual may be appointed to the Committee who is not both a Disinterested
Person and an Outside Director.  Grants of NEDSOs and the amounts and nature
of such Options shall be automatic as described in Section 8.  Subject to the
preceding sentence and the provisions set forth herein, the Committee shall
have full authority to determine the time or times at which, and the officers
and key employees of the Company to whom, Awards shall be granted under the
Plan, to determine the provisions of Awards, to interpret the terms of the
Plan and of Awards made under the Plan, to adopt, amend and rescind rules and
guidelines for the administration of the Plan and for its own acts and
proceedings and to decide all questions and settle all controversies and
disputes which may arise in connection with the Plan.  The Committee shall
report any action taken by it to the meeting of the Board next following such
action.

          4.2    to the extent permitted by applicable law, the Committee may
delegate to one or more executive officers who are also directors of the
Company the power to grant Options to Participants who are not Reporting
Persons at the time of such Options and all determinations under the Plan
with respect thereto, provided that the Committee shall fix the maximum
amount of Options for such Participants as a group.  Such delegate or
delegates shall report any action taken by it or them to the meeting of the
Committee next following such action.

          4.3    The decision of the Committee on any matter as to which the
Committee is given authority shall be final and binding on all persons
concerned.  No member of the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any Option
granted under it.

    5.    Indemnification of the Committee.  In addition to such other rights
of indemnification as they may have as directors of the Company or as members
of the Committee or otherwise, the members of the Committee shall be
indemnified by the Company as and to the fullest extent permitted by law,
including without limitation, indemnification against the reasonable
expenses, including attorneys' fees, actually and necessarily incurred in
connection with the defense of any action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be a
party by reason of any action taken or failure to act under or in connection
with the Plan or any Awards granted hereunder, and against all amounts paid
by them in settlement thereof (provided such settlement is approved by
independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding that such Committee member is liable for negligence, bad faith or
misconduct in the performance of his duties; provided that within 60 days
after institution of such action, suit or proceeding a Committee member
shall, in writing, offer the Company the opportunity, at its own expense, to
handle and defend the same.

    6.    Types of Awards Under the Plan. Awards under the Plan may be in the
form of any one or more of the following:

          Incentive Stock Options (ISOs)
          Nonstatutory Stock Options (NSOs)
          Non-Employee Director Stock Options (NEDSOs)
          Restricted Stock

All Awards shall be subject to the terms and conditions set forth herein and
to such other terms and conditions as may be established by the Committee.
Determinations by the Committee under the Plan including without limitation,
determinations of the Participants, the form, amount and timing of Awards,
the terms and provisions of Awards, and the agreements evidencing Awards,
need not be uniform and may be made selectively among Participants who
receive, or are eligible to receive, Awards hereunder, whether or not such
Participants are similarly situated.  Except as otherwise provided by the
Plan or a particular Award, any determination with respect to an Award may be
made by the Committee at the time of grant of the Award or any time
thereafter.

    7.    Incentive Stock Options and Nonstatutory Stock Options.

          7.1    Eligibility.  Any officer or key employee of the Company
shall be eligible to receive an ISO or NSO under the Plan.  In addition, any
consultant to the Company, who, in the opinion of the Committee, is in a
position to have a significant effect upon the Company's business, shall be
eligible to receive a NSO under the Plan.  No ISO or NSO may be granted to an
individual under this Plan at a time when such individual is serving as a
member of the Committee.  An employee owning stock possessing more than 10%
of the total combined voting power or value of all classes of stock of the
Company or any parent or subsidiary corporation ("Ten Percent Stockholder")
is not eligible to receive an ISO unless the option price is at least 110% of
the Fair Market Value of the Common Stock at the time the ISO is granted and
the ISO option by its terms is not exercisable more than five years from the
date it is granted.  Restricted Stock and Common Stock which a grantee may
purchase under outstanding Options shall be treated as stock owned by such
grantee for purposes of this calculation.  The Committee also may authorize
the granting of ISOs and NSOs to prospective employees.  In the case of a
prospective employee, the grant of an ISO or NSO shall be on the condition of
employment by the Company in a key position, and the date of the grant of the
ISO or NSO shall be the date such employment begins or such later date as the
Committee may have specified when authorizing the grant.

          7.2    Grant of ISOs and NSOs

                 7.2.1    From time to time while the Plan is in effect, the
Committee may, in its absolute discretion, select from among persons eligible
to receive ISOs and NSOs (including persons to whom ISOs and NSOs were
previously granted) those persons to whom ISOs and NSOs are to be granted.

                 7.2.2    The Committee shall, in its absolute discretion,
determine the number of shares of Common Stock to be subject to each ISO and
NSO made by it under the Plan.

                 7.2.3    The Committee shall determine at the time of each
grant hereunder whether the option is an ISO or NSO.  The terms and
conditions of ISOs shall be subject to and comply with Section 422 of the
Code or any successor provision, and any regulations thereunder.

          7.3    Option Price.  The option price per share of Common Stock
with respect to each ISO shall not be less than 100% of the Fair Market Value
per share at the time the ISO is granted.  The option price per share of
Common Stock with respect to each NSO granted shall be determined by the
Committee.

          7.4    Period of Options.  An ISO and NSO shall be exercisable
during such period of time as the Committee may specify, subject, in the case
of ISOs, to any limitation required by the Code.  No ISO or NSO shall be
exercisable after the expiration of 10 years from the date the ISO or NSO is
granted.

          7.5    Vesting of Options.  Each ISO and NSO shall be made
exercisable at such time or times as the Committee shall determine. In the
case of an ISO or NSO made exercisable in installments, the Committee may
later determine to accelerate the time at which one or more of such
installments may be exercised.  The Committee may impose such conditions with
respect to the exercise of ISOs and NSOs, including conditions relating to
the attainment of specific pre-determined stock price goals or other
performance criteria or conditions relating to applicable federal or state
tax or securities laws, as it considers necessary or advisable and such
conditions may differ with respect to each Participant.

          7.6    Limitation on Grant of ISOs.  The aggregate Fair Market
Value (determined as of the time the ISO is granted) of the shares with
respect to which ISOs are exercisable for the first time by a grantee during
any calendar year (under all such plans of the Company) shall not exceed
$100,000.

          7.7    Options Non-Transferable.  No ISO or NSO granted under the
Plan shall be transferable other than by will or by the laws of descent and
distribution.  No interest of a Participant under an ISO or NSO or the Plan
shall be subject to the attachment, execution, garnishment, sequestration,
the laws of bankruptcy or any other legal equitable process.  During the
lifetime of the Participant, ISOs and NSOs shall be exercisable only by the
Participant who received them.

          7.8    Termination of Employment.

                 7.8.1    Death During or After Employment.  If a Participant
dies during employment or within three (3) months after terminating
employment, and at a time when the Participant is entitled to exercise an ISO
or NSO, then at any time or times within one year after death (or such
greater or lesser period after death as may be specified in the documentation
evidencing the ISO or NSO) such ISO or NSO may be exercised, but only as to
any or all of those shares which the Participant was entitled to purchase
immediately prior to the Participant's death (unless the Committee within
thirty (30) days after the Participant's death shall have accelerated the
vesting of the ISO or NSO).  ISOs or NSOs exercisable after death may be
exercised by the Participant's Designated Beneficiary, and except as so
exercised, shall expire at the end of the specified post-death exercise
period.  In no event, however, may any ISO or NSO granted under the Plan be
exercised after the expiration of the ISO or NSO exercise period established
at the time of grant.

                 7.8.2    Retirement or Disability.  In the event of a
Participant's Retirement or Disability at a time when the Participant is
entitled to exercise an ISO or NSO, then within three months after Retirement
or one year after Disability (or such greater or lesser period after
Retirement or Disability as may be specified in the documentation evidencing
the ISO or NSO) the Participant may exercise such ISO or NSO only as to those
shares which the Participant was entitled to purchase immediately prior to
such Retirement or Disability (unless the Committee within thirty (30) days
after the Participant's Retirement or Disability shall have accelerated the
vesting of the ISO or NSO).  If the Participant dies within the specified
post-Retirement or post-Disability exercise period, the Participant's ISO or
NSO may be exercised by the Participant's Designated Beneficiary, to the same
extent as if the deceased Participant had survived, during the greater of one
year from the date of his death or, if a post-Retirement or post-Disability
exercise period greater than three months or one year was specified in the
ISO or NSO documentation, the remainder of such longer period.

    Except as exercised within the applicable period described above, each
ISO or NSO shall expire at the end of such period.  In no event, however, may
any ISO or NSO granted under the Plan be exercised after the expiration of
the ISO or NSO exercise period established at the time of grant.

                 7.8.3    Other Terminations of Employment.  If the
employment of a Participant is terminated for cause, the Participant's option
rights, both accrued and future, under any then outstanding ISO or NSO shall
be forfeited and terminated immediately and may not thereafter be exercised
to any extent.

    If the employment of a Participant is terminated for any reason other
than cause, death, Retirement or Disability at a time when the Participant is
entitled to exercise an ISO or NSO, then within three months after such
termination of employment (or such greater or lesser period after termination
of employment as may be specified in the documentation evidencing the ISO or
NSO), the Participant may exercise such ISO or NSO only as to those shares
which the Participant was entitled to purchase immediately prior to such
termination of employment (unless the Committee within thirty (30) days after
the Participant's termination of employment shall have accelerated the
vesting of the ISO or NSO).  If the Participant dies within the specified
post-termination of employment exercise period, the Participant's ISO or NSO
may be exercised by the Participant's Designated Beneficiary, to the same
extent as if the deceased Participant had survived, during a period equal to
the greater of one year from the date of the Participant's death or the
remainder of such specified post-termination of employment exercise period.

    If the Committee so decides, an ISO or NSO may provide that a leave of
absence granted by the Company is not a termination of employment for the
purpose of this subsection 7.8.3 and, in the absence of such a provision, the
Committee may, in any particular case, determine that such a leave of absence
is not a termination of employment for such purpose.

                 7.8.4    Notwithstanding the terms and provisions of
Sections 7.8.1, 7.8.2, and 7.8.3, the Committee, at any time, may establish
such other terms and provisions with respect to the exercise of an ISO or NSO
by a Participant upon the death, Disability, or other termination of
employment of such person as it, in its sole discretion, deems advisable.

    8.    Non-Employee Director Stock Options.

          8.1    Eligibility.  Each Non-Employee Director of the Board and
each member of the Scientific Advisory Board shall receive a NEDSO as
determined hereunder without further action by the Board or Committee.

          8.2    Option Grant Dates.  Subject to the approval of the Plan by
the shareholders at the 2001 Annual Meeting and in accordance with Section
8.3 below, a NEDSO shall be granted to each Non-Employee Director and each
member of the Scientific Advisory Board automatically every year on the date
of the Annual Meeting of Shareholders, commencing on the date of the 2001
Annual Meeting of Shareholders.  Non-Employee Directors or members of the
Scientific Advisory Board elected by the Board, or appointed, as the case may
be, to fill vacancies and newly created directorships in the interim between
grant dates will receive a pro rated NEDSO based upon the number of full
months such Non-Employee Director or member of the Scientific Advisory Board
will servebetween his election or appointment and the next grant date.

          8.3    Option Formula.  Each Non-Employee Director shall receive an
initial NEDSO to purchase 30,000 shares of Stock vesting one-third on the
first, second and third anniversary of the date of grant without further
action by the Board or Committee and additional grants to purchase 10,000
shares of Stock each on the third anniversary and each succeeding anniversary
date thereafter in which the Participant is a Non-Employee Director or a
member of the Scientific Advisory Board.  Each member of the Scientific
Advisory Board shall receive a NEDSO to purchase 8,333 shares of Stock on
each grant date without further action by the Board or Committee.

          8.4    Period of Options.  Except as otherwise provided herein,
each NEDSO will be exercisable in full one year from the date of grant.  All
NEDSOs shall terminate upon the expiration of five years from the date upon
which such NEDSOs were granted (subject to prior termination as hereinafter
provided).

          8.5    Option Price.  The price per share of Stock at which a NEDSO
may be exercised shall be equal to 100% of the Fair Market Value of the price
per share of Stock on the date the NEDSO is granted.  Notwithstanding any
provision herein to the contrary, any NEDSOs granted on the date of the 2001
Annual Meeting of Shareholder to a Non-Employee Director or member of the
Scientific Advisory Board shall have an exercise price of $.50.

          8.6    Options Non-Transferable.  No NEDSO granted under the Plan
shall be transferable other than by will or by the laws of descent and
distribution.  No interest of a Non-Employee Director or member of the
Scientific Advisory Board under a NEDSO or the Plan shall be subject to
attachment, execution, garnishment, sequestration, the laws of bankruptcy or
any other legal or equitable process.  During the lifetime of the Non-
Employee Director or member of the Scientific Advisory Board NEDSOs shall be
exercisable only by the Non-Employee Director or member of the Scientific
Advisory Board who received them.

          8.7    Death or Disability of Non-Employee Director.  If a Non-
Employee Director shall terminate performance of services for the Company
because of death or Disability, or shall die after termination of performance
of services for the Company but while the Non-Employee Director could have
exercised a NEDSO, that NEDSO may be exercised, to the extent that the Non-
Employee Director was entitled to do so at the date of termination of
performance of services, at any time, or from time to time, within one year
after the date of death or termination of performance of services because of
Disability, but in no event later than the expiration date specified pursuant
to Section 8.4.  In the case of death, exercise may be made by the Non-
Employee Director's Designated Beneficiary.  Notwithstanding the foregoing,
the Committee may establish such other provisions with respect to the
exercise of a NEDSO upon the death or Disability of a Non-Employee Director
as it, in its sole discretion, deems advisable.

          8.8    Termination of Services as Non-Employee Director.  If a Non-
Employee Director's performance of services for the Company shall terminate
for any reason other than death or Disability, the Non-Employee Director must
exercise such NEDSO, to the extent the Non-Employee Director was entitled to
do so at the date of termination of performance of services, at any time, or
from time to time, within three months after the date of termination of
performance of services, but in no event later than the expiration date
specified pursuant to Section 8.4; provided, however, in the case of
termination of performance of services for cause, the NEDSO shall cease to be
exercisable on the date of such termination.  Notwithstanding the foregoing
sentence, the Committee may establish such other provisions with respect to
the exercise of a NEDSO by a Non-Employee Director upon the termination of
such person's services by reason of resignation, retirement, completion of
term or otherwise, as it, in its sole discretion, deems advisable.  The
Committee shall have the sole power to determine the date of any
circumstances which shall constitute termination of services as a Non-
Employee Director and to determine whether such termination is the result of
death, Disability, cause or any other reason.

    9.    General Provisions Applicable to All Options.

          9.1    Exercise of Options; Payment of Option Price.  Options may
be exercised (in full or in part) only by written notice of exercise
delivered to the Company at its principal executive office, accompanied by
payment equal to the full Option Price for the shares of Stock which are
exercised.  The Option Price of each share of Common Stock purchased upon
exercise of an Option shall be paid in full in cash at the time of exercise;
by delivery to the Company shares of Common Stock owned by the Participant,
by delivering to the Company (i) irrevocable instructions to deliver the
stock certificates representing the shares of Stock for which the Option is
being exercised, directly to a broker, and (ii) instructions to the broker to
sell such shares of Stock and promptly deliver to the Company the portion of
the proceeds equal to the total Option Price; or in any combination thereof.
For purposes of making payment in shares of Common Stock, such shares shall
be valued at their Fair Market Value on the date of exercise of the Option
and shall have been held by the Participant for a period of at least six (6)
months.

          9.2    Documentation of Options.  Neither anything contained in the
Plan nor in any resolutions adopted or to be adopted by the Board or the
Shareholders nor any action taken by the Committee shall constitute the
granting of any Option.  The granting of an Option shall take place only when
a written Option Agreement shall have been duly executed and delivered by the
Company and the Participant.  Each Option Agreement shall specify the terms
and conditions of the Option and contain such other terms and conditions not
inconsistent with the provisions of the Plan as the Committee considers
necessary or advisable to achieve the purposes of the Plan or comply with
applicable tax and regulatory laws and accounting principles.  The Option
Agreement with respect to ISOs shall provide, among other things, that the
Participant shall advise the Company immediately upon any sale or transfer of
shares of Common Stock received upon exercise of the Option to the extent
such sale or transfer takes place prior to the later of two (2) years from
the date of grant or one (1) year from the date of exercise.

          9.3    Tax Withholding.  The Committee shall require, on such terms
as it deems necessary, that the Participant pay to the Company or make other
satisfactory provision for payment of, any federal, state or local taxes
required by law to be withheld in respect to Options under the Plan.  In the
Committee's discretion, such tax obligations may be paid in whole or in part
in shares of Common Stock, including shares retained from the Option creating
the tax obligation, valued at their Fair Market Value on the date of
delivery.  The Company may, to the extent permitted by law, deduct any such
tax obligations from any payment of any kind otherwise due to the Participant.


          9.4    Amendment of Options.  The Committee may modify or amend any
outstanding Option if it determines, in its sole discretion, that amendment
is necessary or advisable in the light of any addition to or change in the
Code or in the regulations issued thereunder, or any federal or state
securities laws or other law or regulation, which change occurs after the
date of grant of the Option and by its terms applies to the Option.  In
addition, subject to the terms and conditions and within the limitations of
the Plan, the Committee may modify, amend, extend or renew outstanding
Options granted under the Plan, or accept the surrender of outstanding
Options under the Plan or under any other stock option plan of the Company
(to the extent not theretofore exercised) and authorize the granting of new
Options under the Plan in substitution therefor (to the extent not
theretofore exercised).  No amendment of an outstanding Option, however, may,
without the consent of the Participant, make any changes which would
adversely affect the rights of such Participant.

    10.    Restricted Stock.

          10.1    The Committee may, in its discretion, make Awards of
Restricted Stock to such officers and key employees as may be selected in the
manner provided in Section 6 of this Plan.  Such Awards shall be evidenced by
an Award Agreement in such form, and containing such terms and conditions as
are not inconsistent with this Plan, as the Committee shall, from time to
time, determine.  Restricted Stock awarded hereunder shall be subject to such
restrictions as may be determined by the Committee and set out in the Award
Agreement.

          10.2    Restricted Stock shall be subject to a restriction period
(after which restrictions will lapse) which shall mean a period commencing on
the date the Award is granted and ending on such date as the Committee shall
determine (the "Restriction Perio").  The Committee may provide for the lapse
of restrictions in installments where deemed appropriate.

          10.3    Except when the Committee determines otherwise pursuant to
Section 10.5, if a Participant terminates employment with the Company for any
reason before the expiration of the Restriction Period, all shares of
Restricted Stock still subject to the restriction shall be forfeited by the
Participant and shall be reacquired by the Company.

          10.4    Except as otherwise provided in this Section 10, no shares
of Restricted Stock received by a Participant shall be sold, exchanged,
transferred, pledged, hypothecated or otherwise disposed of during the
Restriction Period.

          10.5    In cases of death, Disability or Retirement or in cases of
special circumstances, the Committee may, in its sole discretion when it
finds that a waiver would be in the best interests of the Company, elect to
waive any or all remaining restrictions with respect to such Participant's
Restricted Stock.

          10.6    The Committee may require, under such terms and conditions
as it deems appropriate or desirable, that the certificates of Stock
delivered under the Plan may be held in custody by a bank or other
institution, or that the Company may itself hold such shares in custody until
the Restriction Period expires or until restrictions thereon otherwise lapse,
and may require, as a condition of any Award of Restricted Stock that the
Participant shall have delivered a stock power endorsed in blank relating to
the Restricted Stock.

          10.7    Subject to Section 10.6, each Participant entitled to
receive Restricted Stock under the Plan shall be issued a certificate for the
shares of Stock.  Such certificate shall be registered in the name of the
Participant and shall bear an appropriate legend reciting the terms,
conditions and restrictions, if any, applicable to such Award and shall be
subject to appropriate stop-transfer orders.

          10.8    The restrictions imposed under this Section 10 shall apply
as well to all shares or other securities issued in respect of the Restricted
Stock in connection with any stock split, stock dividend, recapitalization,
reclassification, merger, consolidation or reorganization, but such
restrictions shall expire or terminate at such time or times as may be
specified therefor in the Award Agreement.

    11.    Adjustment Upon Changes in Capitalization; Changes in Control.

          11.1    If the outstanding shares of Stock of the Company as a
whole are increased, decreased, changed into, or exchanged for, a different
number or kind of shares or securities of the Company, whether through
merger, consolidation, reorganization, recapitalization, reclassification,
stock dividend, stock split, combination of shares, exchange of shares,
change in corporate structure, or amendment to the certificate of
incorporation of the Company or otherwise, an appropriate and proportionate
adjustment, as determined by the Committee shall be made to the number and
kind of shares subject to this Plan, and to the number, kind, and per share
Option Price of shares subject to unexercised Options granted prior to any
such change.

          11.2    Notwithstanding any provisions contained in this Plan or
in an Option Agreement deferring the rights of a Participant to exercise the
Option, the Option shall become fully vested and the Participant shall be
entitled to exercise such Option, in whole or in part, (i) immediately
following the first purchase of Common Stock pursuant to a tender offer or
exchange offer (other than an offer by the Company) for all, or any part of,
the Common Stock; or (ii) commencing on the date of approval by the
shareholders of the Company of an agreement for (a) a merger or consolidation
or similar transaction in which the Company is not the surviving corporation
or (b) a sale or exchange or other disposition of all or substantially all of
the Company's assets; or (iii) immediately following a "change of control" of
the Company (as such term is defined in Section 11.3 hereinafter); provided,
however, that the Option may be cancelled by the Company as of the effective
day of any such reorganization, merger, consolidation, plan of exchange or of
any dissolution or liquidation of the Company by giving notice to the
Participant of its intention to do so and by permitting the purchase of all
of the Shares then subject to the Option, for a period of approximately
thirty (30) days thereafter.

           11.3    For the purposes of this Plan, a "change in control" of
the Company shall be deemed to have occurred if (i) any "person" (as that
term is used in Sections 12(d) and 14(d)(2) of the Exchange Act) is or
becomes the "beneficial owner" (as that term is defined by the Securities and
Exchange Commission for purposes of Section 13(d) of the Exchange Act),
directly or indirectly, of more than 50% of the outstanding voting securities
of the Company or its successors; or (ii) during any period of two
consecutive years a majority of the Board of Directors no longer consists of
individuals who were members of the Board of Directors at the beginning of
such period, unless the election of each director who was not a director at
the beginning of the period was approved by a vote of at least two-thirds of
the directors still in office who were directors at the beginning of the
period.

          11.4    The restrictions applicable to Awards of Restricted Stock
issued pursuant to Section 10 shall lapse upon the occurrence of an event
specified in Section 11.2 and the Company shall issue stock certificates
without a restrictive legend.

    12.    Miscellaneous.

          12.1    No Right to Employment.  No person shall have any claim or
right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment.  The
Company expressly reserves the right at any time to terminate the employment
of a Participant free from any liability or claim under the Plan except as
may be expressly provided in the applicable Award.

          12.2    No Right to Continue as a Director.  The granting of a
NEDSO shall not constitute or be evidence of any agreement or understanding,
express or implied, that the Company will retain a Non-Employee Director for
any period of time.

          12.3    No Rights as Shareholder.  Subject to the provisions of the
applicable Option, no Participant or Designated Beneficiary shall have any
rights as a shareholder with respect to any shares of Common Stock to be
distributed under the Plan until such person becomes the holder thereof.

          12.4    No Fractional Shares.  No fractional shares of Common Stock
shall be issued under the Plan, and cash shall be paid in lieu of any
fractional shares in settlement of Options granted under the Plan.

          12.5    Unfunded Plan.  The Plan shall be unfunded, shall not
create (or be construed to create) a trust or a separate fund or funds, and
shall not establish any fiduciary relationship between the Company and any
Participant or other person.

          12.6    Successors and Assigns.  The Plan shall be binding on all
successors and assigns of the Participant, including without limitation the
Participant's Designated Beneficiary or any receiver or trustee in bankruptcy
or representative of the Participant's creditors.

          12.7    Compliance With Other Laws and Regulations.  The Plan, the
grant and exercise of Awards under the Plan, and the obligation of the
Company to transfer shares under such Awards shall be subject to all
Applicable federal and state laws, rules and regulations, including those
related to disclosure of financial and other information to Participants, and
to any approvals by any government or regulatory agency as may be required.
The Company shall not be required to issue or deliver any certificates for
Shares of Stock prior to (a) the listing of such shares on any stock exchange
on which the Stock may then be listed, where such listing is required under
the rules or regulations of such exchange, and (b) the compliance with
applicable federal and state securities laws and regulations relating to the
issuance and delivery of such certificates; provided, however, that the
Company shall make all reasonable efforts to so list such shares and to
comply with such laws and regulations.

          12.8    Compliance with Rule 16b-3.  With respect to persons
subject to Section 16 of the Exchange Act, transactions under this Plan are
intended to comply with all applicable conditions of Rule 16b-3 or its
successors under the Exchange Act.  To the extent any provision of the Plan
or action by the Committee fails to so comply, it shall be deemed null and
void, to the extent permitted by law and deemed advisable by the Committee.

          12.9    Amendment of Plan.  The Board may amend, suspend or
terminate the Plan or any portion thereof at any time, except that it may not
amend the Plan without shareholder approval where the absence of such
approval would cause the Plan to fail to comply with Rule 16b-3 under the
Exchange Act, the performance-based compensation requirements under Section
162(m) of the Code, Section 422 of the Code, the requirements of any
securities exchange on which the shares of Common Stock are then listed, or
any other requirement of applicable law or regulation.  The Board may not
amend Section 8 more than once every six (6) months, other than to conform
with changes in the Code or the rules and regulations thereunder.  The
Committee may make non-material amendments to the Plan.  No amendment shall
apply to adversely affect any Participant with respect to whom an Award shall
heretofore have been granted.

          12.10    Governing Law.  To the extent not superseded by federal
law, the provisions of the Plan shall be governed by and interpreted in
accordance with the laws of the State of New York.

    13.    Effective Date of Plan; Term of Plan.  The Plan shall become
effective as of the date on which the Board adopts the Plan, subject,
however, to the approval by the shareholders at the 2001 Annual Meeting of
Shareholders.  The Plan shall terminate on June 1, 2011, and no Awards shall
be granted under the Plan after that date, provided, however, that the Plan
and all Awards granted under the Plan prior to such date shall remain in
effect until such Awards have been satisfied or terminated in accordance with
the Plan and the terms of such Awards.

Date Plan adopted by Board of Directors:    June 22, 2001
Date Plan approved by Shareholders:         July 19, 2001



Exhibit 4.4


                       CONSULTING SERVICES AGREEMENT

    This Consulting Services Agreement ("Agreement"), dated September 10,
2003, is made by and between  Mike Doherty, an  individual  ("Consultant")
whose address 11835 W. Olympic Blvd., Los Angeles, California 90064, and
Biophan Technologies, Inc., a Nevada corporation ("Client") having its
principal place of business at 150 Lucius Gordon Drive, Suite 215, West
Henrietta, New York 14586 (individually, a "Party", and, collectively, the
"Parties").

    WHEREAS, Client is a publicly held corporation with its common stock
trading on the Over the Counter Bulletin Board under the ticker symbol "BIPH"
and desires to further develop its business and customers; and

    WHEREAS, Consultant has extensive background in the area of business
consulting and management advisory services; and

    WHEREAS, Client desires to engage Consultant to provide information,
evaluation and consulting services to Client in Consultant's area of
knowledge and expertise on the terms and subject to the conditions set forth
herein.

    NOW, THEREFORE, in consideration for the services Consultant provides to
Client, the Parties agree as follows:


1.    Services of Consultant.

    Consultant agrees to perform for Client all necessary services required
in providing general business consulting and management advisory services to
Client, as more specifically set forth in Exhibit A attached hereto.  The
services to be provided by Consultant will not be in connection with the
offer or sale of securities in a capital-raising transaction and will not
directly or indirectly promote or maintain a market for Client's securities.


2.    Consideration.

    Client agrees to pay Consultant, as his fee and as consideration for
services provided or to be provided, an option to purchase a total of one
million shares of free trading common stock in Client under Client's Stock
Incentive Plan, exercisable as follows:

    *    The exercise price shall be equal to 80% of the close price of the
         Client's common stock for the trading day immediately preceding the
         date of the Exercise Notice (as defined in the Option Agreement) as
         reported by Bloomberg Financial L.P. (based on a trading day from
         9:30 am EST to 4:00 pm EST).

    *    The option shall be exercised by the Consultant's delivering his
         Notice of Exercise (see "Exhibit B").

    *    The Consultant may not exercise his option to purchase more than
         250,000 shares per calendar quarter without the prior written
         consent of the Client.

    *    Upon expiration or termination of this Agreement for any reason, all
         unexercised options granted pursuant to this Agreement shall expire.

    As soon as reasonably possible after the execution and delivery of this
Agreement, the shares underlying this option shall be registered on a Form S-
8 Registration Statement filed with and declared effective by the U.S.
Securities and Exchange Commission.


3.    Confidentiality.

    Each Party agrees that during the course of this Agreement and for a
period of 18 months thereafter, that information that is confidential or of a
proprietary nature may be disclosed to the other Party, including, but not
limited to, product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other unpublished
financial information, advertising revenues, usage rates, advertising
relationships, projections, and marketing data ("Confidential Information").
Confidential Information shall not include information that the receiving
party can demonstrate (a) is, as of the time of its disclosure, or thereafter
becomes part of the public domain through a source other than the receiving
party, (b) was known to the receiving party as of the time of its disclosure,
(c) is independently developed by the receiving party, or (d) is subsequently
learned from a third party not under a confidentiality obligation to the
providing party.


4.    Expenses.

    Consultant shall bear his out-of-pocket costs and expenses incident to
perform the consulting services, without a right of reimbursement from the
Client unless such expenses are pre-approved in writing by the Client. The
Consultant anticipates that his expenses for the entire term of this
Agreement shall not exceed $2,000.


5.    Indemnification.

(a)    Client.

    Client agrees to indemnify, defend, and hold harmless Consultant, his
attorneys and agents, and to defend any action brought against said parties
with respect to any and all claims, demands, causes of action, debts or
liabilities, including reasonable attorneys' fees, to the extent that such an
action arises out of the gross negligence or willful misconduct of Client.

(b)    Consultant.

    Consultant agrees to indemnify, defend, and shall hold harmless Client,
its directors, officers, employees, attorneys, and agents, and defend any
action brought against same with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees, to the
extent that such an action arises out of the gross negligence or willful
misconduct of Consultant.

(c)    Notice.

    In claiming any indemnification hereunder, the indemnified party shall
promptly provide the indemnifying party with written notice of any claim,
which the indemnified party believes falls within the scope of the foregoing
paragraphs. The indemnified party may, at its expense, assist in the defense
if it so chooses, provided that the indemnifying party shall control such
defense, and all negotiations relative to the settlement of any such claim.
Any settlement intended to bind the indemnified party shall not be final
without the indemnified party's written consent, which shall not be
unreasonably withheld.


6.    Limitation of Liability.

    Consultant shall have no liability with respect to Consultant's
obligations under this Agreement or otherwise for consequential, exemplary,
special, incidental, or punitive damages even if Consultant has been advised
of the possibility of such damages.

    Client shall have no liability with respect to Client's obligations under
this Agreement or otherwise for consequential, exemplary, special,
incidental, or punitive damages even if Client has been advised of the
possibility of such damages.


7.    Representations by the Consultant.  As an incentive for Client to enter
into this Agreement, Consultant hereby represent, warrants and covenants to
Client, as of the date of this agreement and at all times so long as this
Agreement remains in effect, the following:

(a)    Neither Consultant nor any entity under his control has, prior to the
execution of this Agreement, and will not, for a period of eighteen (18)
months following the execution of this Agreement, carry a net short position
in the common shares of Client, participate in any short selling activities,
recommendations, or collusion, directly or indirectly, as such activities
related to the common shares of Client.  A net short position will include
any derivative instruments such as a put option, collar, swap or any other
instrument which would result in a net short position.

(b)    Consultant has no prior existing legally binding obligations that are
in conflict with his entering into this Agreement.

(c)    Consultant shall not offer or make payment of any consideration to
brokers, dealers or others for the purposes of inducing the purchase, making
of a market or recommendation for the purchase of Client's securities.

(d)    Consultant has not been and is not currently the subject of an
investigation or inquiry by the Securities and Exchange Commission, the NASD,
or any state securities commission.

(e)    Consultant agrees to notify Client immediately if, at any time, any of
the representations an warranties made by Consultant herein are no longer
true and correct or if a breach of any of the representations and warranties
made by Consultant herein occurs.


8.    Representations by the Client.  As an incentive for Consultant to enter
into this Agreement, Client hereby represents warrants and covenants to
Consultant the following:

(a)    Client is not currently the subject of an investigation or inquiry by
the Securities and Exchange Commission, the NASD, or any state securities
commission.

(b)    Client is in good standing in its state of incorporation.

(c)    Client has no prior existing legally binding obligations that are in
conflict with its entering into this Agreement.


9.    Termination and Renewal.

(a)    Term.

    This Agreement shall become effective on the date appearing next to the
signatures below and shall terminate one year thereafter. Unless otherwise
agreed to in writing by Consultant and Client, this Agreement shall not
automatically be renewed beyond its Term.

(b)    Termination.

    Either Party may terminate this Agreement on thirty (30) calendar days'
written notice, or if prior to such action, the other Party materially
breaches any of its representations, warranties or obligations under this
Agreement. Except as may be otherwise provided in this Agreement, such breach
by either Party will result in the other Party being responsible to reimburse
the non-defaulting Party for all costs incurred directly as a result of the
breach of this Agreement, and shall be subject to such damages as may be
allowed by law, including all attorneys' fees and costs of enforcing this
Agreement.

(c)    Termination and Payment.

    Upon any termination or expiration of this Agreement, Client shall pay
all unpaid and outstanding fees through the effective date of termination or
expiration of this Agreement.  Upon such termination, Consultant shall
provide and deliver to Client any and all outstanding services due through
the effective date of this Agreement.


10.    Miscellaneous.

(a)    Independent Contractor.

    This Agreement establishes an "independent contractor" relationship
between Consultant and Client.

(b)    Rights Cumulative; Waivers.

    The rights of each of the Parties to this Agreement are cumulative.  The
rights of each of the Parties hereunder shall not be capable of being waived
or varied other than by an express waiver or variation in writing.  Any
failure to exercise or any delay in exercising any of such rights shall not
operate as a waiver or variation of that or any other such right.  Any
defective or partial exercise of any of such rights shall not preclude any
other or further exercise of that or any other such right.  No act or course
of conduct or negotiation on the part of any Party shall in any way preclude
such Party from exercising any such right or constitute a suspension or any
variation of any such right.

(c)    Benefit; Successors Bound.

    This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof shall be binding upon,
and shall inure to the benefit of, the undersigned parties and their heirs,
executors, administrators, representatives, successors, and permitted
assigns.

(d)    Entire Agreement.

    This Agreement contains the entire agreement between the Parties with
respect to the subject matter hereof.  There are no promises, agreements,
conditions, undertakings, understandings, warranties, covenants or
representations, oral or written, express or implied, between them with
respect to this Agreement or the matters described in this Agreement, except
as set forth in this Agreement.  Any such negotiations, promises, or
understandings shall not be used to interpret or constitute this Agreement.

(e)    Assignment.

    Neither this Agreement nor any other benefit to accrue hereunder shall be
assigned or transferred by either Party, either in whole or in part, without
the written consent of the other Party, and any purported assignment in
violation hereof shall be void.

(f)    Amendment.

    This Agreement may be amended only by an instrument in writing executed
by all the Parties hereto.

(g)    Severability.

    Each part of this Agreement is intended to be severable.  In the event
that any provision of this Agreement is found by any court or other authority
of competent jurisdiction to be illegal or unenforceable, such provision
shall be severed or modified to the extent necessary to render it
enforceable, and, as so severed or modified, this Agreement shall continue in
full force and effect.

(h)    Section Headings.

    The Section headings in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this
Agreement.

(i)    Construction.

    Unless the context otherwise requires, when used herein, the singular
shall be deemed to include the plural, the plural shall be deemed to include
each of the singular, and pronouns of one or no gender shall be deemed to
include the equivalent pronoun of the other or no gender.

(j)    Further Assurances.

    In addition to the instruments and documents to be made, executed and
delivered pursuant to this Agreement, the Parties hereto agree to make,
execute and deliver or cause to be made, executed and delivered, to the
requesting Party such other instruments and to take such other actions as the
requesting Party may reasonably require to carry out the terms of this
Agreement and the transactions contemplated hereby.

(k)    Notices.

    Any notice which is required or desired under this Agreement shall be
given in writing and may be sent by personal delivery or by mail (either (a)
United States mail, postage prepaid, or (b) Federal Express or similar
generally recognized overnight carrier), addressed as follows (subject to the
right to designate a different address by notice similarly given):

To Client:

Biophan Technologies, Inc.
Attn: Michael L. Weiner, CEO
150 Lucius Gordon Drive, Suite 215
West Henrietta, New York 14586

To Consultant:

Mike Doherty
11835 W. Olympic Blvd.
Los Angeles, California 90064

(l)    Governing Law.

    This Agreement shall be governed by and interpreted in accordance with
the laws of the State of New York without reference to its conflicts of laws
rules or principles.  Each of the Parties consents to the exclusive
jurisdiction of the federal courts of the County of New York, State of New
York in connection with any dispute arising under this Agreement and hereby
waives, to the maximum extent permitted by law, any objection, including any
objection based on forum non coveniens, to the bringing of any such
proceeding in such jurisdictions.

(m)    Consents.

    The person signing this Agreement on behalf of each Party hereby
represents and warrants that he has the necessary power, consent and
authority to execute and deliver this Agreement on behalf of such Party.

(n)    Survival of Provisions.

    The provision(s) contained in paragraph(s) 3 of this Agreement shall
survive the termination of this Agreement.

(o)    Execution in Counterparts.

    This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and all of which together shall constitute
one and the same agreement.


    IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
and have agreed to and accepted the terms herein on the date written above.


Biophan Technologies, Inc.

________________________________
BY: Michael Weiner
ITS: Chief Executive Officer



Consultant

_________________________________
Mike Doherty



                               EXHIBIT A

                                SERVICES

    Consultant shall perform the following services pursuant to the terms of
this Agreement:

    (1)    General management consulting services, including, but not limited
to:

        (a)    advising on corporate structure;

        (b)    advising on marketing; and

        (c)    developing strategic alliances.

    (2)    Consulting on matters of the board of directors of the Company,
including, but not limited to:

        (a)    assisting the board of directors in developing policies and
               procedures; and

        (c)    assisting the board of directors of the Company in mergers,
               acquisitions, and other business combinations.

    The above services will be further defined and delineated by the
Company's board of directors from time to time as necessary.  Consultant
shall not perform any services in connection with the offer or sale of
Company securities, financings, or any services in connection with securities
or which directly or indirectly promote or maintain a market for Client's
securities.



                                     EXHIBIT B

                            NOTICE OF EXERCISE OF OPTION

The undersigned hereby irrevocably elects to exercise the right, represented
by the Option Agreement dated as of ______________, 2003, to purchase
                                   (________) shares of the common stock of
Biophan Technologies, Inc, a Nevada corporation, at a price of ____ per share
and tenders herewith payment in accordance with Section 2 of said Option
Agreement.

    CASH:  $                 =  (Exercise Price x Exercise Shares)

Payment is being made by:
    _    enclosed check
    _    wire transfer
    _    other

    Net number of Option Shares to be issued to Holder : ____________

Please deliver the stock certificate to:



Dated:



_____________________________
      [Name of Holder]


By: __________________________



Exhibit 4.5


                   NON-QUALIFIED STOCK OPTION AGREEMENT


    THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement"), dated
September 10, 2003, is between Mike Doherty (the "Grantee") and the other
party named on the signature page to this Agreement (the "Company").  Each of
the Grantee and the Company are also referred to in this agreement as the
"Parties."

    WHEREAS, the Board of Directors of the Company (the "Board of Directors")
has authorized the grant to the Grantee, for services to be rendered by the
Grantee as a consultant to the Company pursuant to the terms of a Consulting
Agreement (the "Consulting Agreement") between the Company and the Grantee,
of a non-qualified stock option (the "Option") to purchase One Million
(1,000,000) shares of the Company's common stock (the "Common Stock") in
accordance with the terms and conditions of this Agreement.

    NOW THEREFORE, in consideration of the premises and mutual covenants set
forth in this Agreement, the Parties hereby agree as follows:

    1.    Number of Shares; Exercise Price.  Pursuant to action taken by the
Board of Directors, the Company hereby grants to the Grantee, in
consideration of consulting services to be performed for the benefit of the
Company pursuant to the Consulting Agreement, an option ("Option") to
purchase One Million (1,000,000) common shares ("Option Shares") of Common
Stock.  The exercise price shall be equal to eighty percent (80%) of the
close price of the Company common stock for the trading day immediately
preceding the date of the exercise notice as reported by Bloomberg Financial
L.P. (based on a trading day from 9:30 am EST to 4:00 pm EST); provided,
however, the exercise price shall in no event be less than the par value of
the common stock.

    2.    Term.  The Option and this Agreement shall expire upon the earlier
of either (i) 18 months from the date of this Agreement or (ii) the date of
termination of the Consulting Agreement.

    3.    Shares Subject To Exercise.  The Grantee may not exercise his right
to purchase more than Two Hundred Fifty Thousand (250,000) shares per
calendar quarter without the prior written consent of the Company.

    4.    Method and Time of Exercise.  The Option may be exercised in whole
or from time to time in part by written notice (the "Exercise Notice")
delivered to the Company stating the number of Option Shares with respect to
which the Option is then being exercised, together with a check and/or a wire
transfer made payable to the Company in the amount equal to the Exercise
Price multiplied by the number of Option Shares then being issued pursuant to
the written notice of exercise, plus the amount of applicable federal, state
and local withholding taxes; provided, however, that such taxes may be
satisfied by the withholding of Option Shares then issuable upon the exercise
of the Option pursuant to paragraph 5 of this Agreement.  Options may be
exercised at any time at the sole discretion of the Grantee. Only whole
shares shall be issued upon exercise of the Option.

    5.    Tax Withholding.  As a condition to exercise of the Option, the
Company may require the Grantee to pay to the Company all applicable federal,
state and local taxes which the Company is required to withhold with respect
to the exercise of the Option. Or the Grantee is liable for filing and paying
all of his own taxes.

    6.    Intentionally Deleted.

    7.    Transferability.  The Option and this Agreement may not be assigned
or transferred except by will or by the laws of descent and distribution, and
with consent of the Company.  During the life of the Grantee, the option
shall be exercisable only by the Grantee.  More particularly (but without
limiting the generality of the foregoing), the option may not be assigned,
transferred (except as provided above), pledged, or hypothecated in any way,
shall not be assignable by operation of law, and shall not be subject to
execution, attachment or similar process.  Any attempted assignment,
transfer, pledge, hypothecation, or other disposition of the option contrary
to the provisions hereof, and the levy of any execution, attachment, or
similar process upon the option, shall be null and void and without effect.

    8.    Grantee Not a Shareholder.  The Grantee shall have no rights as a
shareholder with respect to the Option Shares issued form time to time upon
exercise of the Option until the earlier of: (1) the date of issuance of a
stock certificate or stock certificates to the Grantee applicable to the
Option Shares then issuable to the Grantee upon exercise of the Option and
(2) the date on which the Grantee or his nominee is recorded as owner of such
Option Shares on the Company's stock ledger by the Company's registrar and
transfer agent, which may be the Company.  Except as set forth in paragraph
13 of this Agreement, no adjustment will be made for dividends or other
rights for which the record date is prior to the earlier of the events
described in clauses (1) and (2) of this paragraph.

    9.    Restrictions on Transfer.  The Grantee represents and agrees that,
upon the Grantee's exercise of the Option in whole or in part, unless there
is in effect at that time under the Securities Act of 1933 a registration
statement relating to the Option Shares, the Grantee will acquire the Option
Shares for the purpose of investment and not with a view to their resale or
further distribution, and that upon such exercise hereof, the Grantee will
furnish to the Company a written statement to such effect, satisfactory to
the Company in form and substance.

    10.    Shares Qualified for Listing.  Company represents that its Common
Stock is qualified for trading or quotation on a nationally recognized
securities exchange or stock quotation system, including, without the NASDAQ
Bulletin Board, and for trading with the California Department of
Corporations or such other applicable jurisdictions.

    11.    Registration Rights.  As soon as possible following execution of
this Agreement, the Company shall, at the Company's expense, file with the
Securities and Exchange Commission ("SEC"), a registration statement
("Registration Statement") on Form S-8 or other comparable form, or if such
form is not then available, such other form of registration statement then
available, in such form as to comply with applicable federal and state laws
for the purpose of registering or qualifying the Option Shares for public
resale by the Grantee, and prepare and file with the appropriate state
securities regulatory authorities the documents reasonably necessary to
register or qualify the Option Shares, subject to the ability of the Company
to register or qualify the Option Shares under applicable state law.


<page>                                2



    12.    Notices.  All notices to the Company shall be addressed to the
Company at the principal office of the Company at the address and facsimile
number set forth on the signature page of this Agreement, and all notices to
the Grantee shall be addressed to the Grantee at the address and facsimile
number of the Grantee set forth on the signature page of this Agreement or,
if different, the last address and facsimile number on file with the Company,
or to such other address and facsimile number as either may designate to the
other in writing.  A notice shall be deemed to be duly given if and when
enclosed in a properly addressed sealed envelope deposited, postage prepaid
and followed by facsimile to the addressee.  In lieu of giving notice by mail
as aforesaid, written notices under this Agreement may be given by personal
delivery to the Grantee or to the Company (as the case may be) by nationally
recognized courier or overnight delivery service.

    13.    Adjustments.  If there is any change in the capitalization of the
Company after the date of this Agreement affecting in any manner the number
of kind of outstanding shares of Common Stock of the Company, whether by
stock dividend, stock split, reclassification or recapitalization of such
stock, or because the Company has merged or consolidated with one or more
other corporations (and provided the Option does not thereby terminate
pursuant to paragraph 14 of this Agreement), then the number and kind of
shares then subject to the Option and the exercise price to be paid for the
Option Shares shall be appropriately adjusted by the Board of Directors;
provided however, that in no event shall any such adjustment result in the
Company being required to sell or issue any fractional shares.  Any such
adjustment shall be made without change in the aggregate exercise price
applicable to the unexercised portion of the Option, but with an appropriate
adjustment to the exercise price of each Option Share or other unit of
security then covered by the Option and this Agreement.

    14.    Cessation of Corporate Existence.  Notwithstanding any other
provision of this Agreement, in the event of the reorganization, merger or
consolidation of the Company with one or more corporations as a result of
which the Company is not the surviving corporation, or the sale of
substantially all the assets of the Company or of more than fifty percent
(50%) of the then outstanding stock of the Company to another corporation or
other entity in a single transaction, the Option grated hereunder shall
terminate; provided however, that not later than five (5) days before the
effective date of such merger or consolidation or sale of assets in which the
Company is not the surviving corporation, the surviving corporation may, but
shall not be so obligated to, tender to the Grantee an option to purchase a
number of shares of capital stock of the surviving corporation equal to the
number of Option Shares then issuable upon exercise of the Option, and such
new option or options for shares of the surviving corporation shall contain
such terms, conditions and provisions as shall be required substantially to
preserve the rights and benefits of the Option and this Agreement.

    15.    Entire Agreement.  The Option granted under this Agreement is
granted pursuant to the Company's 2001 Stock Option Plan (the "Plan") and is
subject to the terms and conditions of the Plan.  In the event of any conflict
between the terms or conditions of the Plan and this Agreement, the terms and
conditions of the Plan shall control.  Subject to the preceding sentence, this
Agreement and the Consulting Agreement contain the entire agreement between
the Parties, and may not be waived, amended, modified or supplemented except
by agreement in writing signed by the Party against whom enforcement of any
waiver, amendment, modification or supplement is sought.  Waiver of or failure
to exercise any rights provided by this Agreement and the Consulting Agreement
in any respect shall not be deemed a waiver of any further or future rights.


<page>                                3



    16.    Miscellaneous.

    (a)    Governing Law.  This Agreement shall be construed under the
           internal laws of the State of New York, and the Parties agree that
           the exclusive jurisdiction for any litigation or arbitration
           arising from this Agreement shall be in New York City, N.Y.

    (b)    Counterparts.  This Agreement may be executed in two or more
           counterparts, each of which shall be deemed an original, but which
           when taken together shall constitute one agreement.

    (c)    Severability.  If one or more provisions of this Agreement are held
           to be unenforceable under applicable law, such provision(s) shall
           be excluded from this Agreement and the balance of this Agreement
           shall be interpreted as if such provision were excluded and shall
           be enforceable in accordance with its terms.

    (d)    Right to Consulting Relationship.  Nothing contained herein shall
           confer upon the Grantee any right to be continued as a consultant
           of the Company or interfere in any way the right of the Company to
           terminate Grantee's consulting relationship at any time in
           accordance with the Consulting Agreement.

                         (Signature Page Follows)


<page>                                4



    IN WITNESS WHEREOF the Parties hereto have executed this Agreement as
of the date set forth below.



Date:__________________                OPTIONEE:

                                       _____________________________________
                                       Mike Doherty


                                       Address for Notices:

                                       11835 W. Olympic Blvd.
                                       Los Angeles, California 90064



                                       COMPANY:

                                       _____________________________________


                                   By: _____________________________________
                                       Name: Michael L. Weiner
                                       Title:  Chief Executive Officer


<page>                                5



Exhibit 5.1


                              NIXON PEABODY LLP
                               Clinton Square
                               P.O. Box 31051
                       Rochester, New York 14603-1051
                               (585) 263-1000
                             Fax: (585) 263-1600


September 26, 2003

Biophan Technologies, Inc.
150 Lucius Gordon Drive
Suite 215
West Henrietta, New York 14586

    Re:    Registration Statement on Form S-8
           for Biophan Technologies, Inc.

Ladies and Gentlemen:

    We have acted as counsel to Biophan Technologies, Inc., a Nevada
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") of the Company to be filed with the
Securities and Exchange Commission (the "Commission") with respect to the
registration under the Securities Act of 1933, as amended (the "Act"), of
1,000,000 shares the Company's Common Stock, $.005 par value per share (the
"Shares"), to be issued from time to time pursuant to the Company's 2001
Stock Option Plan (the "Plan") and certain agreements for consulting
services.

    We have examined originals or copies, certified or otherwise identified
to our satisfaction, of all such records of the Company and all such
agreements, certificates of public officials, certificates of officers or
other representatives of the Company, and such other documents, certificates
and corporate or other records as we have deemed necessary or appropriate as
a basis for the opinions set forth herein, including (i) the Articles of
Incorporation of the Company as amended to the date hereof, (ii) the By-Laws
of the Company as amended to the date hereof, (iii) the Plan and (iv) the
Consulting Services Agreement and Non-Qualified Stock Option Agreement
between the Company and Michael Doherty (collectively, the "Agreements").

    As to questions of fact material to our opinion expressed herein, we
have, when relevant facts were not independently established, relied upon
certificates of, and information received from, the Company and/or
representatives of the Company.  We have made no independent investigation of
the facts stated in such certificates or as to any information received from
the Company and/or representatives of the Company and do not opine as to the
accuracy of such factual matters.  We also have relied, without
investigation, upon certificates and other documents from, and conversations
with, public officials.

    The opinion expressed below is limited to the General Corporation Law of
the State of Nevada, and we do not express any opinion herein concerning any
other law.

    Based upon and subject to the foregoing, and the other qualifications and
limitations contained herein, and after (a) the above-referenced Registration
Statement has become effective under the Act and assuming that such
effectiveness remains in effect throughout the period during which Shares are
offered and sold, and (b) the Shares have, if required, been duly qualified
or registered, as the case may be, for sale under applicable state securities
laws and all applicable state securities laws are complied with, we are of
the opinion that the Shares are duly authorized and, if and when issued in
accordance with the terms of the Plan and the Agreements, will be validly
issued, fully-paid and nonassessable.

    We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.  In giving this consent, we do not thereby admit that
we are in the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Commission thereunder.


                                           Very truly yours,

                                        /s/ NIXON PEABODY LLP



Exhibit 23.1


INDEPENDENT AUDITOR'S CONSENT


To the Board of Directors
Biophan Technologies, Inc.


We hereby consent to the use of this Registration Statement on Form S-8 of
our report dated April 10, 2003, relating to the consolidated financial
statements of Biophan Technologies, Inc. and Subsidiaries as of and for the
period ended February 28, 2003, which appear in such Registration Statement.
We also consent to the reference to us under the heading "Experts" in such
Registration Statement.


GOLDSTEIN GOLUB KESSLER LLP

New York, New York, New York
September 26, 2003
[{"type": "S-8", "sequence": "1", "filename": "s8.txt", "secsgml_size_bytes": 93901}]
{"company-data": {"conformed-name": "BIOPHAN TECHNOLOGIES INC", "cik": "0001084000", "assigned-sic": "3841", "irs-number": "820507874", "state-of-incorporation": "NV", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-109160", "film-number": "03912616"}, "business-address": {"street1": "150 LUCIUS GORDON DR", "street2": "STE 215", "city": "WEST HENRIETTA", "state": "NY", "zip": "14586", "phone": "5852142441"}, "mail-address": {"street1": "150 LUCIUS GORDON DR", "street2": "STE 215", "city": "WEST HENRIETTA", "state": "NY", "zip": "14586"}, "former-company": {"former-conformed-name": "GREATBIO TECHNOLOGIES INC", "date-changed": "20001215"}}
Registration No. 333-102526

                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM S-8

                            REGISTRATION STATEMENT
                                    under
                          THE SECURITIES ACT OF 1933

                          BIOPHAN TECHNOLOGIES, INC.
              (Exact name of issuer as specified in its charter)

                Nevada                              82-0507874
     (State or other jurisdiction of             (I.R.S. Employer
      incorporation or organization)           Identification Number)

     150 Lucius Gordon Drive, Suite 215, West Henrietta, New York 14586
          (Address of Principal Executive Offices)              (Zip Code)

             Biophan Technologies, Inc. 2001 Stock Option Plan
                         (Full title of the plan)

                             Michael L. Weiner
                          Chief Executive Officer
                    150 Lucius Gordon Drive, Suite 215
                      West Henrietta, New York 14586
                  (Name and address of agent for service)

                              (585) 214-2441
        (Telephone number, including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE

                                        Proposed      Proposed
                                        Maximum       Maximum
                             Amount     Offering      Aggregate   Amount of
Title of Securities          to Be      Price         Offering    Registration
to be Registered             Registered Per Share     Price       Fee
------------------------------------------------------------------------------
Common Stock, par value      1,000,000  $0.19 per     $190,000    $15.37
$.005 (1)                    Shares     Share
==============================================================================

(1)    Based upon 1,000,000 shares of common stock covered by this
       registration statement that are issuable under the Company's 2001 Stock
       Option Plan.  The fee with respect to these shares has been calculated
       pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
       and based upon the last sale reported for the Company's common stock on
       September 25, 2003, as reported by The OTC Bulletin Board.

Part I  -   INFORMATION REQUIRED IN THE 10(a) PROSPECTUS

    All information required by Part I to be contained in the prospectus is
omitted from this registration statement on Form S-8 in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act").

Part  II  -  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference

    The following documents are incorporated by reference in this registration
statement by Biophan Technologies, Inc. (the "Company") and made a part
hereof.  All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part hereof from the date
of filing such documents.

    (a)    The Company's latest annual report on Form 10-KSB and Form 10-KSB/A
           for the fiscal year ended February 28, 2003, filed with the
           Commission on May 29, 2003 and June 13, 2003, respectively, which
           contains audited financial statements for the Company's fiscal year
           ended February 28, 2003.

    (b)    The Company's Quarterly Report on Form 10-QSB for the quarter ended
           May 31, 2003 filed with the Commission on July 15, 2003.

    (c)    The Company's definitive Proxy Statement for the Company's 2003
           Annual Meeting of Shareholders filed with the Commission on July
           30, 2003.

    (d)    The description of the Company's Common Stock contained in the
           Company's Registration Statement on Form SB-2 effective on July 11,
           2003.

    All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange, subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
hereto, which indicates that all securities offered hereunder have been sold
or which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.

    For purposes of this Registration Statement, any document or any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded to the extent that a
subsequently filed document or a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated
herein by reference modifies or supersedes such document or such statement in
such document.  Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
2

Item 4.    Description of Securities.

    Not applicable.

Item 5.    Interest of Named Experts and Counsel.

    Not applicable.

Item 6.    Indemnification of Directors and Officers.

    Under Nevada Revised Statutes Section 78.138, a director or officer is
generally not individually liable to the corporation or its shareholders for
any damages as a result of any act or failure to act in his capacity as a
director or officer, unless it is proven that:

    (i)    his act or failure to act constituted a breach of his fiduciary
duties as a director or officer; and

   (ii)    his breach of those duties involved intentional misconduct, fraud
or a knowing violation of law.

    This provision is intended to afford directors and officers protection
against and to limit their potential liability for monetary damages resulting
from suits alleging a breach of the duty of care by a director or officer. As
a consequence of this provision, stockholders of the Company will be unable to
recover monetary damages against directors or officers for action taken by
them that may constitute negligence or gross negligence in performance of
their duties unless such conduct falls within one of the foregoing exceptions.
The provision, however, does not alter the applicable standards governing a
director's or officer's fiduciary duty and does not eliminate or limit the
right of the Company or any stockholder to obtain an injunction or any other
type of non-monetary relief in the event of a breach of fiduciary duty.

    As permitted by Nevada law, the Company's By-Laws include a provision
which provides for indemnification of a director or officer by the Company
against expenses, judgments, fines and amounts paid in settlement of claims
against the director or officer arising from the fact that he was a director
or officer, provided that the director or officer acted in good faith and in
a manner he believed to be in or not opposed to the best interests of
the Company.  The Company has purchased insurance under a policy that insures
both the Company and its officers and directors against exposure and liability
normally insured against under such policies, including exposure on the
indemnities described above.

    Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons pursuant
to the foregoing provisions, or otherwise, the Company has been advised that
in the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
3

Item 7.    Exemption from Registration Claimed.

    Not applicable.

Item 8.    Exhibits.

    (a)    The following exhibits are filed with this registration statement:

Exhibit No.       Exhibit Name

* 4.1  Articles of Incorporation filed as an exhibit to Form 10-KSB for the
        year ended February 29, 2000.
  4.2  Amendment to Articles of Incorporation.
  4.3  Biophan Technologies, Inc. 2001 Stock Option Plan.
  4.4  Consulting Services Agreement dated September 10, 2003 between the
        Company and Michael Doherty.
  4.5  Non-Qualified Stock Option Agreement dated September 10, 2003 between
        the Company and Michael Doherty.
* 4.6  By-laws filed as exhibit to Form 10-KSB for the year ended February
        28, 2002.
  5.1  Opinion of Nixon Peabody LLP.
 23.1  Consent of Goldstein Golub Kessler LLP, Independent Certified Public
        Accountants.
 23.2  Consent of Nixon Peabody LLP (included in Exhibit 5.1).

* Exhibits so marked have heretofore been filed with the Securities and
   Exchange Commission as part of the filing indicated and are
    incorporated herein by reference.

Item 9.    Undertakings.

    (a)    The undersigned registrant hereby undertakes:

        (1)    To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement
               to include any material information with respect to the plan of
               distribution not previously disclosed in the registration
               statement, or any material change to such information in the
               registration statement,

        (2)    That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment
               shall be deemed to be a new registration statement relating to
               the securities offered therein, and the offering of such
               securities at that time shall be deemed to be the initial bona
               fide offering thereof; and

        (3)    To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

    (b)    The undersigned registrant hereby undertakes that, for the purposes
of determining liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

    (c)    Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
4

                                SIGNATURES

    The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of West Henrietta, State of New York,
on this 26th day of September 2003.

                                                BIOPHAN TECHNOLOGIES, INC.
                                                     (REGISTRANT)

                                     By:  /S/   MICHAEL L. WEINER
                                          --------------------------------
                                         Michael L. Weiner, President and
                                         Chief Executive Officer

    Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature               Title                         Date

                                                           September 26, 2003
    /S/ MICHAEL L. WEINER    President, Chief Executive
    -------------------      Officer and Director
     Michael L. Weiner

                                                            September 26, 2003
    /S/ ROBERT J. WOOD       Vice President, Treasurer and
    -------------------      Chief Financial Officer
     Robert J. Wood

                                                            September 26, 2003
    /S/ DAVID A. MILLER      Secretary
    -------------------
     David A. Miller

                                                            September 26, 2003
    /S/ GUENTER H. JAENSCH   Director
    -------------------
     Guenter H. Jaensch

                                                            September 26, 2003
    /S/ ROSS B. KENZIE       Director
    -------------------
     Ross B. Kenzie

                                                            September 26, 2003
    /S/ STEVEN KATZ          Director
    -------------------
     Steven Katz

                                                            September 26, 2003
    /S/ ROBERT S. BRAMSON    Director
    -------------------
     Robert S. Bramson
5

Exhibit 4.2

DEAN HELLER
Secretary of State                   Certificate of           FILED# C923-00
202 North Carson Street                 Amendment              AUG 25, 2003
Carson City, Nevada 89701-4201    (Pursuant to NRS 78.385    IN THE OFFICE OF
(775) 684-5708                          and 78.390)           /s/Dean Heller
                                                               DEAN HELLER,
                                                            SECRETARY OF STATE

               Certificate of Amendment to Articles of Incorporation
                        For Nevada Profit Corporations
           (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1.  Name of corporation:  Biophan Technologies, Inc.
                          --------------------------

2.  The articles have been amended as follows:

    3.  Shares:                  Number of shares
    (No. of shares corporation   with par value:  80,000,000  Par value:  .005
    authorized to issue)                          ----------              ----
                                 Number of shares
                                 without par value:  -
                                                    ---
3.  The vote by which the stockholders holding shares in the corporation
entitling them to exercise at lease a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a
vote by class or series, or as may be required by the provisions of the
articles of incorporation have voted in favor of the amendment is:

    For                  Against                  Abstain

    22,971,812           346,225                  95,685
    ----------           -------                  ------

4.  Officer Signature:

/s/David A. Miller                   Date:  August 21, 2003
-------------------                         ---------------
Corporate Secretary

Exhibit 4.3

                            BIOPHAN TECHNOLOGIES, INC.
                             2001 STOCK OPTION PLAN

    1.    Title and Purpose.  The plan described herein shall be known as the
"Biophan Technologies, Inc. 2001 Stock Option Plan" (the "Plan").  The
purpose of the Plan is to advance the interests of Biophan Technologies, Inc.
(the "Company") and its shareholders by strengthening the Company's ability
to attract and retain individuals of training, experience, and ability as
officers, key employees, directors and consultants and to furnish additional
incentive to such key individuals to promote the Company's financial success
by providing them with an equity ownership in the Company commensurate with
Company performance, as reflected in increased shareholder value.  It is the
intent of the Company that such individuals be encouraged to obtain and
retain an equity interest in the Company and each Participant will be
specifically apprised of said intent.

    2.    Definitions.  As used herein, the following words or terms have the
meaning set forth below.

          2.1    "Award" means an award granted to any key employee, officer,
consultant, or Non-Employee Director in accordance with the provisions of the
Plan in the form of Options or Restricted Stock.

          2.2    "Award Agreement" means the written agreement evidencing
each Award of Restricted Stock granted under the Plan.

          2.3    "Board" means the Board of Directors of the Company, except
that, whenever action is to be taken under the Plan with respect to a
Reporting Person, "Board" shall mean only such directors  who are
disinterested persons within the meaning of Rule 16b-3 under the Exchange Act
or any successor rule.

          2.4    "Code" means the Internal Revenue Code of 1986, as amended
from time to time, or any successor statute.

          2.5    "Committee" means the Compensation Committee of the Board or
such other committee as may be designated by the Board to administer the
Plan.  To the extent that the Committee delegates its power to grant Options
as permitted by Section 4.2, all references in the Plan to the Committee's
authority to grant Options and determinations with respect thereto shall be
deemed to include the Committee's delegate or delegates.

          2.6    "Common Stock" or "Stock"  means the Company's $.005 par
value Common Shares.

          2.7    "Company" means Biophan Technologies, Inc., a corporation
established under the laws of the State of Nevada, and its subsidiaries.

          2.8    "Designated Beneficiary"  means the beneficiary designated
by a Participant, in a manner determined by the Committee, to receive amounts
due or to exercise rights of the Participant in the event of the
Participant's death.  In the absence of an effective designation by a
Participant, Designated Beneficiary shall mean the Participant's estate.

          2.9    "Disability"  means a physical or mental condition of such a
nature that it would qualify a Participant for benefits under the Company's
long-term disability insurance plan or, if no such plan exists, a
determination by the United States Social Security Administration of total
disability.

          2.10    "Disinterested Person" shall have the same meaning as
defined in Rule 16b-3(c)(2) promulgated by the Securities and Exchange
Commission pursuant to its authority under the Exchange Act.

          2.11    "Exchange Act" means the Securities Exchange Act of 1934,
as amended, or any successor statute.

          2.12     "Fair Market Value" means the fair market value of the
Company's shares of Common Stock on a given date, which shall be (i) if the
shares of Common Stock are listed on a national exchange, then the mean
between the highest and the lowest quoted selling price of said shares of
Common Stock on such stock exchange on such date, provided at least one sale
of said shares of Common Stock took place on such exchange on such date, and,
if not, then on the basis of the closing price on the last preceding date on
which at least one sale on such exchange did occur, or (ii) if the shares of
Common Stock are not listed on a national exchange, then the mean between
dealer "bid" and "ask" prices of the shares of Common Stock in the over-the-
counter market on such date, as reported by the National Association of
Securities Dealers, Inc., or (iii) if the shares of Common Stock are not
publicly traded, then the value as determined by the Board in good faith.

          2.13    "Incentive Stock Option" ("ISO") means an Option which is
intended to satisfy the requirements of Section 422 of the Code or any
successor provision.

          2.14    "Non-Employee Director" means a member of the Board who is
not an employee of the Company or a management consultant to the Company.

          2.15    "Non-Employee Director Stock Option" ("NEDSO") means a
Nonstatutory Stock Option granted to a Non-Employee Director of the Company
or a member of the Scientific Advisory Board.

          2.16    "Nonstatutory Stock Option" ("NSO") means an Option which
is not intended to qualify as an Incentive Stock Option.

          2.17    "Option" means any Option granted under the Plan and
includes an Incentive Stock Option, a Nonstatutory Stock Option and a Non-
Employee Director Stock Option.

          2.18    "Option Agreement" means the written agreement evidencing
each Option granted under the Plan.

          2.19    "Option Price" means the purchase price per share of Common
Stock upon the exercise of an Option.

          2.20    "Outside Director" shall have the same meaning as defined
or interpreted for purposes of Section 162(m) of the Code.

          2.21    "Participant" means an individual who has been granted an
Award under the Plan.

          2.22    "Reporting Person" means a person required to file reports
under Section 16(a) of the Exchange Act or any successor statute.

          2.23    "Restricted Stock" means Stock awarded under Section 9 of
the Plan which is subject to certain forfeiture provisions or restrictions on
transfer.

          2.24    "Retirement" means termination of employment with the
Company if such termination of employment constitutes normal retirement,
early retirement, disability retirement or other retirement as provided for
at the time of such termination of employment under the applicable retirement
program then maintained by the Company, provided that the Participant does
not continue in the employment of the Company.

          2.25    "Scientific Advisory Board" means the advisory board
consisting of noted scientists who advise the Company on the development of
its technology.

    3.    Shares Subject to the Plan.  Subject to adjustment as provided in
Section 11 below, an aggregate of 7,000,000 shares of Common Stock shall be
available for Awards under the Plan.  Such shares may be authorized but
previously unissued shares or shares reacquired by the Company, including
shares purchased in the open market.  In the event that any outstanding
Option granted under the Plan for any reason expires or is terminated without
having been exercised in full, or any shares of Restricted Stock are
forfeited, the shares allocable to the unexercised portion of such Option or
the forfeited portion of such Restricted Stock shall (unless the Plan shall
have been terminated) become available for subsequent Awards under the Plan;
provided that in no event may the number of shares issued hereunder exceed
the total number of shares reserved for issuance.

    4.    Administration of the Plan.

          4.1    The Plan shall be administered by the Committee.  No
individual may be appointed to the Committee who is not both a Disinterested
Person and an Outside Director.  Grants of NEDSOs and the amounts and nature
of such Options shall be automatic as described in Section 8.  Subject to the
preceding sentence and the provisions set forth herein, the Committee shall
have full authority to determine the time or times at which, and the officers
and key employees of the Company to whom, Awards shall be granted under the
Plan, to determine the provisions of Awards, to interpret the terms of the
Plan and of Awards made under the Plan, to adopt, amend and rescind rules and
guidelines for the administration of the Plan and for its own acts and
proceedings and to decide all questions and settle all controversies and
disputes which may arise in connection with the Plan.  The Committee shall
report any action taken by it to the meeting of the Board next following such
action.

          4.2    to the extent permitted by applicable law, the Committee may
delegate to one or more executive officers who are also directors of the
Company the power to grant Options to Participants who are not Reporting
Persons at the time of such Options and all determinations under the Plan
with respect thereto, provided that the Committee shall fix the maximum
amount of Options for such Participants as a group.  Such delegate or
delegates shall report any action taken by it or them to the meeting of the
Committee next following such action.

          4.3    The decision of the Committee on any matter as to which the
Committee is given authority shall be final and binding on all persons
concerned.  No member of the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any Option
granted under it.

    5.    Indemnification of the Committee.  In addition to such other rights
of indemnification as they may have as directors of the Company or as members
of the Committee or otherwise, the members of the Committee shall be
indemnified by the Company as and to the fullest extent permitted by law,
including without limitation, indemnification against the reasonable
expenses, including attorneys' fees, actually and necessarily incurred in
connection with the defense of any action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be a
party by reason of any action taken or failure to act under or in connection
with the Plan or any Awards granted hereunder, and against all amounts paid
by them in settlement thereof (provided such settlement is approved by
independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding that such Committee member is liable for negligence, bad faith or
misconduct in the performance of his duties; provided that within 60 days
after institution of such action, suit or proceeding a Committee member
shall, in writing, offer the Company the opportunity, at its own expense, to
handle and defend the same.

    6.    Types of Awards Under the Plan. Awards under the Plan may be in the
form of any one or more of the following:

          Incentive Stock Options (ISOs)
          Nonstatutory Stock Options (NSOs)
          Non-Employee Director Stock Options (NEDSOs)
          Restricted Stock

All Awards shall be subject to the terms and conditions set forth herein and
to such other terms and conditions as may be established by the Committee.
Determinations by the Committee under the Plan including without limitation,
determinations of the Participants, the form, amount and timing of Awards,
the terms and provisions of Awards, and the agreements evidencing Awards,
need not be uniform and may be made selectively among Participants who
receive, or are eligible to receive, Awards hereunder, whether or not such
Participants are similarly situated.  Except as otherwise provided by the
Plan or a particular Award, any determination with respect to an Award may be
made by the Committee at the time of grant of the Award or any time
thereafter.

    7.    Incentive Stock Options and Nonstatutory Stock Options.

          7.1    Eligibility.  Any officer or key employee of the Company
shall be eligible to receive an ISO or NSO under the Plan.  In addition, any
consultant to the Company, who, in the opinion of the Committee, is in a
position to have a significant effect upon the Company's business, shall be
eligible to receive a NSO under the Plan.  No ISO or NSO may be granted to an
individual under this Plan at a time when such individual is serving as a
member of the Committee.  An employee owning stock possessing more than 10%
of the total combined voting power or value of all classes of stock of the
Company or any parent or subsidiary corporation ("Ten Percent Stockholder")
is not eligible to receive an ISO unless the option price is at least 110% of
the Fair Market Value of the Common Stock at the time the ISO is granted and
the ISO option by its terms is not exercisable more than five years from the
date it is granted.  Restricted Stock and Common Stock which a grantee may
purchase under outstanding Options shall be treated as stock owned by such
grantee for purposes of this calculation.  The Committee also may authorize
the granting of ISOs and NSOs to prospective employees.  In the case of a
prospective employee, the grant of an ISO or NSO shall be on the condition of
employment by the Company in a key position, and the date of the grant of the
ISO or NSO shall be the date such employment begins or such later date as the
Committee may have specified when authorizing the grant.

          7.2    Grant of ISOs and NSOs

                 7.2.1    From time to time while the Plan is in effect, the
Committee may, in its absolute discretion, select from among persons eligible
to receive ISOs and NSOs (including persons to whom ISOs and NSOs were
previously granted) those persons to whom ISOs and NSOs are to be granted.

                 7.2.2    The Committee shall, in its absolute discretion,
determine the number of shares of Common Stock to be subject to each ISO and
NSO made by it under the Plan.

                 7.2.3    The Committee shall determine at the time of each
grant hereunder whether the option is an ISO or NSO.  The terms and
conditions of ISOs shall be subject to and comply with Section 422 of the
Code or any successor provision, and any regulations thereunder.

          7.3    Option Price.  The option price per share of Common Stock
with respect to each ISO shall not be less than 100% of the Fair Market Value
per share at the time the ISO is granted.  The option price per share of
Common Stock with respect to each NSO granted shall be determined by the
Committee.

          7.4    Period of Options.  An ISO and NSO shall be exercisable
during such period of time as the Committee may specify, subject, in the case
of ISOs, to any limitation required by the Code.  No ISO or NSO shall be
exercisable after the expiration of 10 years from the date the ISO or NSO is
granted.

          7.5    Vesting of Options.  Each ISO and NSO shall be made
exercisable at such time or times as the Committee shall determine. In the
case of an ISO or NSO made exercisable in installments, the Committee may
later determine to accelerate the time at which one or more of such
installments may be exercised.  The Committee may impose such conditions with
respect to the exercise of ISOs and NSOs, including conditions relating to
the attainment of specific pre-determined stock price goals or other
performance criteria or conditions relating to applicable federal or state
tax or securities laws, as it considers necessary or advisable and such
conditions may differ with respect to each Participant.

          7.6    Limitation on Grant of ISOs.  The aggregate Fair Market
Value (determined as of the time the ISO is granted) of the shares with
respect to which ISOs are exercisable for the first time by a grantee during
any calendar year (under all such plans of the Company) shall not exceed
$100,000.

          7.7    Options Non-Transferable.  No ISO or NSO granted under the
Plan shall be transferable other than by will or by the laws of descent and
distribution.  No interest of a Participant under an ISO or NSO or the Plan
shall be subject to the attachment, execution, garnishment, sequestration,
the laws of bankruptcy or any other legal equitable process.  During the
lifetime of the Participant, ISOs and NSOs shall be exercisable only by the
Participant who received them.

          7.8    Termination of Employment.

                 7.8.1    Death During or After Employment.  If a Participant
dies during employment or within three (3) months after terminating
employment, and at a time when the Participant is entitled to exercise an ISO
or NSO, then at any time or times within one year after death (or such
greater or lesser period after death as may be specified in the documentation
evidencing the ISO or NSO) such ISO or NSO may be exercised, but only as to
any or all of those shares which the Participant was entitled to purchase
immediately prior to the Participant's death (unless the Committee within
thirty (30) days after the Participant's death shall have accelerated the
vesting of the ISO or NSO).  ISOs or NSOs exercisable after death may be
exercised by the Participant's Designated Beneficiary, and except as so
exercised, shall expire at the end of the specified post-death exercise
period.  In no event, however, may any ISO or NSO granted under the Plan be
exercised after the expiration of the ISO or NSO exercise period established
at the time of grant.

                 7.8.2    Retirement or Disability.  In the event of a
Participant's Retirement or Disability at a time when the Participant is
entitled to exercise an ISO or NSO, then within three months after Retirement
or one year after Disability (or such greater or lesser period after
Retirement or Disability as may be specified in the documentation evidencing
the ISO or NSO) the Participant may exercise such ISO or NSO only as to those
shares which the Participant was entitled to purchase immediately prior to
such Retirement or Disability (unless the Committee within thirty (30) days
after the Participant's Retirement or Disability shall have accelerated the
vesting of the ISO or NSO).  If the Participant dies within the specified
post-Retirement or post-Disability exercise period, the Participant's ISO or
NSO may be exercised by the Participant's Designated Beneficiary, to the same
extent as if the deceased Participant had survived, during the greater of one
year from the date of his death or, if a post-Retirement or post-Disability
exercise period greater than three months or one year was specified in the
ISO or NSO documentation, the remainder of such longer period.

    Except as exercised within the applicable period described above, each
ISO or NSO shall expire at the end of such period.  In no event, however, may
any ISO or NSO granted under the Plan be exercised after the expiration of
the ISO or NSO exercise period established at the time of grant.

                 7.8.3    Other Terminations of Employment.  If the
employment of a Participant is terminated for cause, the Participant's option
rights, both accrued and future, under any then outstanding ISO or NSO shall
be forfeited and terminated immediately and may not thereafter be exercised
to any extent.

    If the employment of a Participant is terminated for any reason other
than cause, death, Retirement or Disability at a time when the Participant is
entitled to exercise an ISO or NSO, then within three months after such
termination of employment (or such greater or lesser period after termination
of employment as may be specified in the documentation evidencing the ISO or
NSO), the Participant may exercise such ISO or NSO only as to those shares
which the Participant was entitled to purchase immediately prior to such
termination of employment (unless the Committee within thirty (30) days after
the Participant's termination of employment shall have accelerated the
vesting of the ISO or NSO).  If the Participant dies within the specified
post-termination of employment exercise period, the Participant's ISO or NSO
may be exercised by the Participant's Designated Beneficiary, to the same
extent as if the deceased Participant had survived, during a period equal to
the greater of one year from the date of the Participant's death or the
remainder of such specified post-termination of employment exercise period.

    If the Committee so decides, an ISO or NSO may provide that a leave of
absence granted by the Company is not a termination of employment for the
purpose of this subsection 7.8.3 and, in the absence of such a provision, the
Committee may, in any particular case, determine that such a leave of absence
is not a termination of employment for such purpose.

                 7.8.4    Notwithstanding the terms and provisions of
Sections 7.8.1, 7.8.2, and 7.8.3, the Committee, at any time, may establish
such other terms and provisions with respect to the exercise of an ISO or NSO
by a Participant upon the death, Disability, or other termination of
employment of such person as it, in its sole discretion, deems advisable.

    8.    Non-Employee Director Stock Options.

          8.1    Eligibility.  Each Non-Employee Director of the Board and
each member of the Scientific Advisory Board shall receive a NEDSO as
determined hereunder without further action by the Board or Committee.

          8.2    Option Grant Dates.  Subject to the approval of the Plan by
the shareholders at the 2001 Annual Meeting and in accordance with Section
8.3 below, a NEDSO shall be granted to each Non-Employee Director and each
member of the Scientific Advisory Board automatically every year on the date
of the Annual Meeting of Shareholders, commencing on the date of the 2001
Annual Meeting of Shareholders.  Non-Employee Directors or members of the
Scientific Advisory Board elected by the Board, or appointed, as the case may
be, to fill vacancies and newly created directorships in the interim between
grant dates will receive a pro rated NEDSO based upon the number of full
months such Non-Employee Director or member of the Scientific Advisory Board
will servebetween his election or appointment and the next grant date.

          8.3    Option Formula.  Each Non-Employee Director shall receive an
initial NEDSO to purchase 30,000 shares of Stock vesting one-third on the
first, second and third anniversary of the date of grant without further
action by the Board or Committee and additional grants to purchase 10,000
shares of Stock each on the third anniversary and each succeeding anniversary
date thereafter in which the Participant is a Non-Employee Director or a
member of the Scientific Advisory Board.  Each member of the Scientific
Advisory Board shall receive a NEDSO to purchase 8,333 shares of Stock on
each grant date without further action by the Board or Committee.

          8.4    Period of Options.  Except as otherwise provided herein,
each NEDSO will be exercisable in full one year from the date of grant.  All
NEDSOs shall terminate upon the expiration of five years from the date upon
which such NEDSOs were granted (subject to prior termination as hereinafter
provided).

          8.5    Option Price.  The price per share of Stock at which a NEDSO
may be exercised shall be equal to 100% of the Fair Market Value of the price
per share of Stock on the date the NEDSO is granted.  Notwithstanding any
provision herein to the contrary, any NEDSOs granted on the date of the 2001
Annual Meeting of Shareholder to a Non-Employee Director or member of the
Scientific Advisory Board shall have an exercise price of $.50.

          8.6    Options Non-Transferable.  No NEDSO granted under the Plan
shall be transferable other than by will or by the laws of descent and
distribution.  No interest of a Non-Employee Director or member of the
Scientific Advisory Board under a NEDSO or the Plan shall be subject to
attachment, execution, garnishment, sequestration, the laws of bankruptcy or
any other legal or equitable process.  During the lifetime of the Non-
Employee Director or member of the Scientific Advisory Board NEDSOs shall be
exercisable only by the Non-Employee Director or member of the Scientific
Advisory Board who received them.

          8.7    Death or Disability of Non-Employee Director.  If a Non-
Employee Director shall terminate performance of services for the Company
because of death or Disability, or shall die after termination of performance
of services for the Company but while the Non-Employee Director could have
exercised a NEDSO, that NEDSO may be exercised, to the extent that the Non-
Employee Director was entitled to do so at the date of termination of
performance of services, at any time, or from time to time, within one year
after the date of death or termination of performance of services because of
Disability, but in no event later than the expiration date specified pursuant
to Section 8.4.  In the case of death, exercise may be made by the Non-
Employee Director's Designated Beneficiary.  Notwithstanding the foregoing,
the Committee may establish such other provisions with respect to the
exercise of a NEDSO upon the death or Disability of a Non-Employee Director
as it, in its sole discretion, deems advisable.

          8.8    Termination of Services as Non-Employee Director.  If a Non-
Employee Director's performance of services for the Company shall terminate
for any reason other than death or Disability, the Non-Employee Director must
exercise such NEDSO, to the extent the Non-Employee Director was entitled to
do so at the date of termination of performance of services, at any time, or
from time to time, within three months after the date of termination of
performance of services, but in no event later than the expiration date
specified pursuant to Section 8.4; provided, however, in the case of
termination of performance of services for cause, the NEDSO shall cease to be
exercisable on the date of such termination.  Notwithstanding the foregoing
sentence, the Committee may establish such other provisions with respect to
the exercise of a NEDSO by a Non-Employee Director upon the termination of
such person's services by reason of resignation, retirement, completion of
term or otherwise, as it, in its sole discretion, deems advisable.  The
Committee shall have the sole power to determine the date of any
circumstances which shall constitute termination of services as a Non-
Employee Director and to determine whether such termination is the result of
death, Disability, cause or any other reason.

    9.    General Provisions Applicable to All Options.

          9.1    Exercise of Options; Payment of Option Price.  Options may
be exercised (in full or in part) only by written notice of exercise
delivered to the Company at its principal executive office, accompanied by
payment equal to the full Option Price for the shares of Stock which are
exercised.  The Option Price of each share of Common Stock purchased upon
exercise of an Option shall be paid in full in cash at the time of exercise;
by delivery to the Company shares of Common Stock owned by the Participant,
by delivering to the Company (i) irrevocable instructions to deliver the
stock certificates representing the shares of Stock for which the Option is
being exercised, directly to a broker, and (ii) instructions to the broker to
sell such shares of Stock and promptly deliver to the Company the portion of
the proceeds equal to the total Option Price; or in any combination thereof.
For purposes of making payment in shares of Common Stock, such shares shall
be valued at their Fair Market Value on the date of exercise of the Option
and shall have been held by the Participant for a period of at least six (6)
months.

          9.2    Documentation of Options.  Neither anything contained in the
Plan nor in any resolutions adopted or to be adopted by the Board or the
Shareholders nor any action taken by the Committee shall constitute the
granting of any Option.  The granting of an Option shall take place only when
a written Option Agreement shall have been duly executed and delivered by the
Company and the Participant.  Each Option Agreement shall specify the terms
and conditions of the Option and contain such other terms and conditions not
inconsistent with the provisions of the Plan as the Committee considers
necessary or advisable to achieve the purposes of the Plan or comply with
applicable tax and regulatory laws and accounting principles.  The Option
Agreement with respect to ISOs shall provide, among other things, that the
Participant shall advise the Company immediately upon any sale or transfer of
shares of Common Stock received upon exercise of the Option to the extent
such sale or transfer takes place prior to the later of two (2) years from
the date of grant or one (1) year from the date of exercise.

          9.3    Tax Withholding.  The Committee shall require, on such terms
as it deems necessary, that the Participant pay to the Company or make other
satisfactory provision for payment of, any federal, state or local taxes
required by law to be withheld in respect to Options under the Plan.  In the
Committee's discretion, such tax obligations may be paid in whole or in part
in shares of Common Stock, including shares retained from the Option creating
the tax obligation, valued at their Fair Market Value on the date of
delivery.  The Company may, to the extent permitted by law, deduct any such
tax obligations from any payment of any kind otherwise due to the Participant.

          9.4    Amendment of Options.  The Committee may modify or amend any
outstanding Option if it determines, in its sole discretion, that amendment
is necessary or advisable in the light of any addition to or change in the
Code or in the regulations issued thereunder, or any federal or state
securities laws or other law or regulation, which change occurs after the
date of grant of the Option and by its terms applies to the Option.  In
addition, subject to the terms and conditions and within the limitations of
the Plan, the Committee may modify, amend, extend or renew outstanding
Options granted under the Plan, or accept the surrender of outstanding
Options under the Plan or under any other stock option plan of the Company
(to the extent not theretofore exercised) and authorize the granting of new
Options under the Plan in substitution therefor (to the extent not
theretofore exercised).  No amendment of an outstanding Option, however, may,
without the consent of the Participant, make any changes which would
adversely affect the rights of such Participant.

    10.    Restricted Stock.

          10.1    The Committee may, in its discretion, make Awards of
Restricted Stock to such officers and key employees as may be selected in the
manner provided in Section 6 of this Plan.  Such Awards shall be evidenced by
an Award Agreement in such form, and containing such terms and conditions as
are not inconsistent with this Plan, as the Committee shall, from time to
time, determine.  Restricted Stock awarded hereunder shall be subject to such
restrictions as may be determined by the Committee and set out in the Award
Agreement.

          10.2    Restricted Stock shall be subject to a restriction period
(after which restrictions will lapse) which shall mean a period commencing on
the date the Award is granted and ending on such date as the Committee shall
determine (the "Restriction Perio").  The Committee may provide for the lapse
of restrictions in installments where deemed appropriate.

          10.3    Except when the Committee determines otherwise pursuant to
Section 10.5, if a Participant terminates employment with the Company for any
reason before the expiration of the Restriction Period, all shares of
Restricted Stock still subject to the restriction shall be forfeited by the
Participant and shall be reacquired by the Company.

          10.4    Except as otherwise provided in this Section 10, no shares
of Restricted Stock received by a Participant shall be sold, exchanged,
transferred, pledged, hypothecated or otherwise disposed of during the
Restriction Period.

          10.5    In cases of death, Disability or Retirement or in cases of
special circumstances, the Committee may, in its sole discretion when it
finds that a waiver would be in the best interests of the Company, elect to
waive any or all remaining restrictions with respect to such Participant's
Restricted Stock.

          10.6    The Committee may require, under such terms and conditions
as it deems appropriate or desirable, that the certificates of Stock
delivered under the Plan may be held in custody by a bank or other
institution, or that the Company may itself hold such shares in custody until
the Restriction Period expires or until restrictions thereon otherwise lapse,
and may require, as a condition of any Award of Restricted Stock that the
Participant shall have delivered a stock power endorsed in blank relating to
the Restricted Stock.

          10.7    Subject to Section 10.6, each Participant entitled to
receive Restricted Stock under the Plan shall be issued a certificate for the
shares of Stock.  Such certificate shall be registered in the name of the
Participant and shall bear an appropriate legend reciting the terms,
conditions and restrictions, if any, applicable to such Award and shall be
subject to appropriate stop-transfer orders.

          10.8    The restrictions imposed under this Section 10 shall apply
as well to all shares or other securities issued in respect of the Restricted
Stock in connection with any stock split, stock dividend, recapitalization,
reclassification, merger, consolidation or reorganization, but such
restrictions shall expire or terminate at such time or times as may be
specified therefor in the Award Agreement.

    11.    Adjustment Upon Changes in Capitalization; Changes in Control.

          11.1    If the outstanding shares of Stock of the Company as a
whole are increased, decreased, changed into, or exchanged for, a different
number or kind of shares or securities of the Company, whether through
merger, consolidation, reorganization, recapitalization, reclassification,
stock dividend, stock split, combination of shares, exchange of shares,
change in corporate structure, or amendment to the certificate of
incorporation of the Company or otherwise, an appropriate and proportionate
adjustment, as determined by the Committee shall be made to the number and
kind of shares subject to this Plan, and to the number, kind, and per share
Option Price of shares subject to unexercised Options granted prior to any
such change.

          11.2    Notwithstanding any provisions contained in this Plan or
in an Option Agreement deferring the rights of a Participant to exercise the
Option, the Option shall become fully vested and the Participant shall be
entitled to exercise such Option, in whole or in part, (i) immediately
following the first purchase of Common Stock pursuant to a tender offer or
exchange offer (other than an offer by the Company) for all, or any part of,
the Common Stock; or (ii) commencing on the date of approval by the
shareholders of the Company of an agreement for (a) a merger or consolidation
or similar transaction in which the Company is not the surviving corporation
or (b) a sale or exchange or other disposition of all or substantially all of
the Company's assets; or (iii) immediately following a "change of control" of
the Company (as such term is defined in Section 11.3 hereinafter); provided,
however, that the Option may be cancelled by the Company as of the effective
day of any such reorganization, merger, consolidation, plan of exchange or of
any dissolution or liquidation of the Company by giving notice to the
Participant of its intention to do so and by permitting the purchase of all
of the Shares then subject to the Option, for a period of approximately
thirty (30) days thereafter.

           11.3    For the purposes of this Plan, a "change in control" of
the Company shall be deemed to have occurred if (i) any "person" (as that
term is used in Sections 12(d) and 14(d)(2) of the Exchange Act) is or
becomes the "beneficial owner" (as that term is defined by the Securities and
Exchange Commission for purposes of Section 13(d) of the Exchange Act),
directly or indirectly, of more than 50% of the outstanding voting securities
of the Company or its successors; or (ii) during any period of two
consecutive years a majority of the Board of Directors no longer consists of
individuals who were members of the Board of Directors at the beginning of
such period, unless the election of each director who was not a director at
the beginning of the period was approved by a vote of at least two-thirds of
the directors still in office who were directors at the beginning of the
period.

          11.4    The restrictions applicable to Awards of Restricted Stock
issued pursuant to Section 10 shall lapse upon the occurrence of an event
specified in Section 11.2 and the Company shall issue stock certificates
without a restrictive legend.

    12.    Miscellaneous.

          12.1    No Right to Employment.  No person shall have any claim or
right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment.  The
Company expressly reserves the right at any time to terminate the employment
of a Participant free from any liability or claim under the Plan except as
may be expressly provided in the applicable Award.

          12.2    No Right to Continue as a Director.  The granting of a
NEDSO shall not constitute or be evidence of any agreement or understanding,
express or implied, that the Company will retain a Non-Employee Director for
any period of time.

          12.3    No Rights as Shareholder.  Subject to the provisions of the
applicable Option, no Participant or Designated Beneficiary shall have any
rights as a shareholder with respect to any shares of Common Stock to be
distributed under the Plan until such person becomes the holder thereof.

          12.4    No Fractional Shares.  No fractional shares of Common Stock
shall be issued under the Plan, and cash shall be paid in lieu of any
fractional shares in settlement of Options granted under the Plan.

          12.5    Unfunded Plan.  The Plan shall be unfunded, shall not
create (or be construed to create) a trust or a separate fund or funds, and
shall not establish any fiduciary relationship between the Company and any
Participant or other person.

          12.6    Successors and Assigns.  The Plan shall be binding on all
successors and assigns of the Participant, including without limitation the
Participant's Designated Beneficiary or any receiver or trustee in bankruptcy
or representative of the Participant's creditors.

          12.7    Compliance With Other Laws and Regulations.  The Plan, the
grant and exercise of Awards under the Plan, and the obligation of the
Company to transfer shares under such Awards shall be subject to all
Applicable federal and state laws, rules and regulations, including those
related to disclosure of financial and other information to Participants, and
to any approvals by any government or regulatory agency as may be required.
The Company shall not be required to issue or deliver any certificates for
Shares of Stock prior to (a) the listing of such shares on any stock exchange
on which the Stock may then be listed, where such listing is required under
the rules or regulations of such exchange, and (b) the compliance with
applicable federal and state securities laws and regulations relating to the
issuance and delivery of such certificates; provided, however, that the
Company shall make all reasonable efforts to so list such shares and to
comply with such laws and regulations.

          12.8    Compliance with Rule 16b-3.  With respect to persons
subject to Section 16 of the Exchange Act, transactions under this Plan are
intended to comply with all applicable conditions of Rule 16b-3 or its
successors under the Exchange Act.  To the extent any provision of the Plan
or action by the Committee fails to so comply, it shall be deemed null and
void, to the extent permitted by law and deemed advisable by the Committee.

          12.9    Amendment of Plan.  The Board may amend, suspend or
terminate the Plan or any portion thereof at any time, except that it may not
amend the Plan without shareholder approval where the absence of such
approval would cause the Plan to fail to comply with Rule 16b-3 under the
Exchange Act, the performance-based compensation requirements under Section
162(m) of the Code, Section 422 of the Code, the requirements of any
securities exchange on which the shares of Common Stock are then listed, or
any other requirement of applicable law or regulation.  The Board may not
amend Section 8 more than once every six (6) months, other than to conform
with changes in the Code or the rules and regulations thereunder.  The
Committee may make non-material amendments to the Plan.  No amendment shall
apply to adversely affect any Participant with respect to whom an Award shall
heretofore have been granted.

          12.10    Governing Law.  To the extent not superseded by federal
law, the provisions of the Plan shall be governed by and interpreted in
accordance with the laws of the State of New York.

    13.    Effective Date of Plan; Term of Plan.  The Plan shall become
effective as of the date on which the Board adopts the Plan, subject,
however, to the approval by the shareholders at the 2001 Annual Meeting of
Shareholders.  The Plan shall terminate on June 1, 2011, and no Awards shall
be granted under the Plan after that date, provided, however, that the Plan
and all Awards granted under the Plan prior to such date shall remain in
effect until such Awards have been satisfied or terminated in accordance with
the Plan and the terms of such Awards.

Date Plan adopted by Board of Directors:    June 22, 2001
Date Plan approved by Shareholders:         July 19, 2001

Exhibit 4.4

                       CONSULTING SERVICES AGREEMENT

    This Consulting Services Agreement ("Agreement"), dated September 10,
2003, is made by and between  Mike Doherty, an  individual  ("Consultant")
whose address 11835 W. Olympic Blvd., Los Angeles, California 90064, and
Biophan Technologies, Inc., a Nevada corporation ("Client") having its
principal place of business at 150 Lucius Gordon Drive, Suite 215, West
Henrietta, New York 14586 (individually, a "Party", and, collectively, the
"Parties").

    WHEREAS, Client is a publicly held corporation with its common stock
trading on the Over the Counter Bulletin Board under the ticker symbol "BIPH"
and desires to further develop its business and customers; and

    WHEREAS, Consultant has extensive background in the area of business
consulting and management advisory services; and

    WHEREAS, Client desires to engage Consultant to provide information,
evaluation and consulting services to Client in Consultant's area of
knowledge and expertise on the terms and subject to the conditions set forth
herein.

    NOW, THEREFORE, in consideration for the services Consultant provides to
Client, the Parties agree as follows:

1.    Services of Consultant.

    Consultant agrees to perform for Client all necessary services required
in providing general business consulting and management advisory services to
Client, as more specifically set forth in Exhibit A attached hereto.  The
services to be provided by Consultant will not be in connection with the
offer or sale of securities in a capital-raising transaction and will not
directly or indirectly promote or maintain a market for Client's securities.

2.    Consideration.

    Client agrees to pay Consultant, as his fee and as consideration for
services provided or to be provided, an option to purchase a total of one
million shares of free trading common stock in Client under Client's Stock
Incentive Plan, exercisable as follows:

    *    The exercise price shall be equal to 80% of the close price of the
         Client's common stock for the trading day immediately preceding the
         date of the Exercise Notice (as defined in the Option Agreement) as
         reported by Bloomberg Financial L.P. (based on a trading day from
         9:30 am EST to 4:00 pm EST).

    *    The option shall be exercised by the Consultant's delivering his
         Notice of Exercise (see "Exhibit B").

    *    The Consultant may not exercise his option to purchase more than
         250,000 shares per calendar quarter without the prior written
         consent of the Client.

    *    Upon expiration or termination of this Agreement for any reason, all
         unexercised options granted pursuant to this Agreement shall expire.

    As soon as reasonably possible after the execution and delivery of this
Agreement, the shares underlying this option shall be registered on a Form S-
8 Registration Statement filed with and declared effective by the U.S.
Securities and Exchange Commission.

3.    Confidentiality.

    Each Party agrees that during the course of this Agreement and for a
period of 18 months thereafter, that information that is confidential or of a
proprietary nature may be disclosed to the other Party, including, but not
limited to, product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other unpublished
financial information, advertising revenues, usage rates, advertising
relationships, projections, and marketing data ("Confidential Information").
Confidential Information shall not include information that the receiving
party can demonstrate (a) is, as of the time of its disclosure, or thereafter
becomes part of the public domain through a source other than the receiving
party, (b) was known to the receiving party as of the time of its disclosure,
(c) is independently developed by the receiving party, or (d) is subsequently
learned from a third party not under a confidentiality obligation to the
providing party.

4.    Expenses.

    Consultant shall bear his out-of-pocket costs and expenses incident to
perform the consulting services, without a right of reimbursement from the
Client unless such expenses are pre-approved in writing by the Client. The
Consultant anticipates that his expenses for the entire term of this
Agreement shall not exceed $2,000.

5.    Indemnification.

(a)    Client.

    Client agrees to indemnify, defend, and hold harmless Consultant, his
attorneys and agents, and to defend any action brought against said parties
with respect to any and all claims, demands, causes of action, debts or
liabilities, including reasonable attorneys' fees, to the extent that such an
action arises out of the gross negligence or willful misconduct of Client.

(b)    Consultant.

    Consultant agrees to indemnify, defend, and shall hold harmless Client,
its directors, officers, employees, attorneys, and agents, and defend any
action brought against same with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees, to the
extent that such an action arises out of the gross negligence or willful
misconduct of Consultant.

(c)    Notice.

    In claiming any indemnification hereunder, the indemnified party shall
promptly provide the indemnifying party with written notice of any claim,
which the indemnified party believes falls within the scope of the foregoing
paragraphs. The indemnified party may, at its expense, assist in the defense
if it so chooses, provided that the indemnifying party shall control such
defense, and all negotiations relative to the settlement of any such claim.
Any settlement intended to bind the indemnified party shall not be final
without the indemnified party's written consent, which shall not be
unreasonably withheld.

6.    Limitation of Liability.

    Consultant shall have no liability with respect to Consultant's
obligations under this Agreement or otherwise for consequential, exemplary,
special, incidental, or punitive damages even if Consultant has been advised
of the possibility of such damages.

    Client shall have no liability with respect to Client's obligations under
this Agreement or otherwise for consequential, exemplary, special,
incidental, or punitive damages even if Client has been advised of the
possibility of such damages.

7.    Representations by the Consultant.  As an incentive for Client to enter
into this Agreement, Consultant hereby represent, warrants and covenants to
Client, as of the date of this agreement and at all times so long as this
Agreement remains in effect, the following:

(a)    Neither Consultant nor any entity under his control has, prior to the
execution of this Agreement, and will not, for a period of eighteen (18)
months following the execution of this Agreement, carry a net short position
in the common shares of Client, participate in any short selling activities,
recommendations, or collusion, directly or indirectly, as such activities
related to the common shares of Client.  A net short position will include
any derivative instruments such as a put option, collar, swap or any other
instrument which would result in a net short position.

(b)    Consultant has no prior existing legally binding obligations that are
in conflict with his entering into this Agreement.

(c)    Consultant shall not offer or make payment of any consideration to
brokers, dealers or others for the purposes of inducing the purchase, making
of a market or recommendation for the purchase of Client's securities.

(d)    Consultant has not been and is not currently the subject of an
investigation or inquiry by the Securities and Exchange Commission, the NASD,
or any state securities commission.

(e)    Consultant agrees to notify Client immediately if, at any time, any of
the representations an warranties made by Consultant herein are no longer
true and correct or if a breach of any of the representations and warranties
made by Consultant herein occurs.

8.    Representations by the Client.  As an incentive for Consultant to enter
into this Agreement, Client hereby represents warrants and covenants to
Consultant the following:

(a)    Client is not currently the subject of an investigation or inquiry by
the Securities and Exchange Commission, the NASD, or any state securities
commission.

(b)    Client is in good standing in its state of incorporation.

(c)    Client has no prior existing legally binding obligations that are in
conflict with its entering into this Agreement.

9.    Termination and Renewal.

(a)    Term.

    This Agreement shall become effective on the date appearing next to the
signatures below and shall terminate one year thereafter. Unless otherwise
agreed to in writing by Consultant and Client, this Agreement shall not
automatically be renewed beyond its Term.

(b)    Termination.

    Either Party may terminate this Agreement on thirty (30) calendar days'
written notice, or if prior to such action, the other Party materially
breaches any of its representations, warranties or obligations under this
Agreement. Except as may be otherwise provided in this Agreement, such breach
by either Party will result in the other Party being responsible to reimburse
the non-defaulting Party for all costs incurred directly as a result of the
breach of this Agreement, and shall be subject to such damages as may be
allowed by law, including all attorneys' fees and costs of enforcing this
Agreement.

(c)    Termination and Payment.

    Upon any termination or expiration of this Agreement, Client shall pay
all unpaid and outstanding fees through the effective date of termination or
expiration of this Agreement.  Upon such termination, Consultant shall
provide and deliver to Client any and all outstanding services due through
the effective date of this Agreement.

10.    Miscellaneous.

(a)    Independent Contractor.

    This Agreement establishes an "independent contractor" relationship
between Consultant and Client.

(b)    Rights Cumulative; Waivers.

    The rights of each of the Parties to this Agreement are cumulative.  The
rights of each of the Parties hereunder shall not be capable of being waived
or varied other than by an express waiver or variation in writing.  Any
failure to exercise or any delay in exercising any of such rights shall not
operate as a waiver or variation of that or any other such right.  Any
defective or partial exercise of any of such rights shall not preclude any
other or further exercise of that or any other such right.  No act or course
of conduct or negotiation on the part of any Party shall in any way preclude
such Party from exercising any such right or constitute a suspension or any
variation of any such right.

(c)    Benefit; Successors Bound.

    This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof shall be binding upon,
and shall inure to the benefit of, the undersigned parties and their heirs,
executors, administrators, representatives, successors, and permitted
assigns.

(d)    Entire Agreement.

    This Agreement contains the entire agreement between the Parties with
respect to the subject matter hereof.  There are no promises, agreements,
conditions, undertakings, understandings, warranties, covenants or
representations, oral or written, express or implied, between them with
respect to this Agreement or the matters described in this Agreement, except
as set forth in this Agreement.  Any such negotiations, promises, or
understandings shall not be used to interpret or constitute this Agreement.

(e)    Assignment.

    Neither this Agreement nor any other benefit to accrue hereunder shall be
assigned or transferred by either Party, either in whole or in part, without
the written consent of the other Party, and any purported assignment in
violation hereof shall be void.

(f)    Amendment.

    This Agreement may be amended only by an instrument in writing executed
by all the Parties hereto.

(g)    Severability.

    Each part of this Agreement is intended to be severable.  In the event
that any provision of this Agreement is found by any court or other authority
of competent jurisdiction to be illegal or unenforceable, such provision
shall be severed or modified to the extent necessary to render it
enforceable, and, as so severed or modified, this Agreement shall continue in
full force and effect.

(h)    Section Headings.

    The Section headings in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this
Agreement.

(i)    Construction.

    Unless the context otherwise requires, when used herein, the singular
shall be deemed to include the plural, the plural shall be deemed to include
each of the singular, and pronouns of one or no gender shall be deemed to
include the equivalent pronoun of the other or no gender.

(j)    Further Assurances.

    In addition to the instruments and documents to be made, executed and
delivered pursuant to this Agreement, the Parties hereto agree to make,
execute and deliver or cause to be made, executed and delivered, to the
requesting Party such other instruments and to take such other actions as the
requesting Party may reasonably require to carry out the terms of this
Agreement and the transactions contemplated hereby.

(k)    Notices.

    Any notice which is required or desired under this Agreement shall be
given in writing and may be sent by personal delivery or by mail (either (a)
United States mail, postage prepaid, or (b) Federal Express or similar
generally recognized overnight carrier), addressed as follows (subject to the
right to designate a different address by notice similarly given):

To Client:

Biophan Technologies, Inc.
Attn: Michael L. Weiner, CEO
150 Lucius Gordon Drive, Suite 215
West Henrietta, New York 14586

To Consultant:

Mike Doherty
11835 W. Olympic Blvd.
Los Angeles, California 90064

(l)    Governing Law.

    This Agreement shall be governed by and interpreted in accordance with
the laws of the State of New York without reference to its conflicts of laws
rules or principles.  Each of the Parties consents to the exclusive
jurisdiction of the federal courts of the County of New York, State of New
York in connection with any dispute arising under this Agreement and hereby
waives, to the maximum extent permitted by law, any objection, including any
objection based on forum non coveniens, to the bringing of any such
proceeding in such jurisdictions.

(m)    Consents.

    The person signing this Agreement on behalf of each Party hereby
represents and warrants that he has the necessary power, consent and
authority to execute and deliver this Agreement on behalf of such Party.

(n)    Survival of Provisions.

    The provision(s) contained in paragraph(s) 3 of this Agreement shall
survive the termination of this Agreement.

(o)    Execution in Counterparts.

    This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and all of which together shall constitute
one and the same agreement.

    IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
and have agreed to and accepted the terms herein on the date written above.

Biophan Technologies, Inc.

________________________________
BY: Michael Weiner
ITS: Chief Executive Officer

Consultant

_________________________________
Mike Doherty

                               EXHIBIT A

                                SERVICES

    Consultant shall perform the following services pursuant to the terms of
this Agreement:

    (1)    General management consulting services, including, but not limited
to:

        (a)    advising on corporate structure;

        (b)    advising on marketing; and

        (c)    developing strategic alliances.

    (2)    Consulting on matters of the board of directors of the Company,
including, but not limited to:

        (a)    assisting the board of directors in developing policies and
               procedures; and

        (c)    assisting the board of directors of the Company in mergers,
               acquisitions, and other business combinations.

    The above services will be further defined and delineated by the
Company's board of directors from time to time as necessary.  Consultant
shall not perform any services in connection with the offer or sale of
Company securities, financings, or any services in connection with securities
or which directly or indirectly promote or maintain a market for Client's
securities.

                                     EXHIBIT B

                            NOTICE OF EXERCISE OF OPTION

The undersigned hereby irrevocably elects to exercise the right, represented
by the Option Agreement dated as of ______________, 2003, to purchase
                                   (________) shares of the common stock of
Biophan Technologies, Inc, a Nevada corporation, at a price of ____ per share
and tenders herewith payment in accordance with Section 2 of said Option
Agreement.

    CASH:  $                 =  (Exercise Price x Exercise Shares)

Payment is being made by:
    _    enclosed check
    _    wire transfer
    _    other

    Net number of Option Shares to be issued to Holder : ____________

Please deliver the stock certificate to:

Dated:

_____________________________
      [Name of Holder]

By: __________________________

Exhibit 4.5

                   NON-QUALIFIED STOCK OPTION AGREEMENT

    THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement"), dated
September 10, 2003, is between Mike Doherty (the "Grantee") and the other
party named on the signature page to this Agreement (the "Company").  Each of
the Grantee and the Company are also referred to in this agreement as the
"Parties."

    WHEREAS, the Board of Directors of the Company (the "Board of Directors")
has authorized the grant to the Grantee, for services to be rendered by the
Grantee as a consultant to the Company pursuant to the terms of a Consulting
Agreement (the "Consulting Agreement") between the Company and the Grantee,
of a non-qualified stock option (the "Option") to purchase One Million
(1,000,000) shares of the Company's common stock (the "Common Stock") in
accordance with the terms and conditions of this Agreement.

    NOW THEREFORE, in consideration of the premises and mutual covenants set
forth in this Agreement, the Parties hereby agree as follows:

    1.    Number of Shares; Exercise Price.  Pursuant to action taken by the
Board of Directors, the Company hereby grants to the Grantee, in
consideration of consulting services to be performed for the benefit of the
Company pursuant to the Consulting Agreement, an option ("Option") to
purchase One Million (1,000,000) common shares ("Option Shares") of Common
Stock.  The exercise price shall be equal to eighty percent (80%) of the
close price of the Company common stock for the trading day immediately
preceding the date of the exercise notice as reported by Bloomberg Financial
L.P. (based on a trading day from 9:30 am EST to 4:00 pm EST); provided,
however, the exercise price shall in no event be less than the par value of
the common stock.

    2.    Term.  The Option and this Agreement shall expire upon the earlier
of either (i) 18 months from the date of this Agreement or (ii) the date of
termination of the Consulting Agreement.

    3.    Shares Subject To Exercise.  The Grantee may not exercise his right
to purchase more than Two Hundred Fifty Thousand (250,000) shares per
calendar quarter without the prior written consent of the Company.

    4.    Method and Time of Exercise.  The Option may be exercised in whole
or from time to time in part by written notice (the "Exercise Notice")
delivered to the Company stating the number of Option Shares with respect to
which the Option is then being exercised, together with a check and/or a wire
transfer made payable to the Company in the amount equal to the Exercise
Price multiplied by the number of Option Shares then being issued pursuant to
the written notice of exercise, plus the amount of applicable federal, state
and local withholding taxes; provided, however, that such taxes may be
satisfied by the withholding of Option Shares then issuable upon the exercise
of the Option pursuant to paragraph 5 of this Agreement.  Options may be
exercised at any time at the sole discretion of the Grantee. Only whole
shares shall be issued upon exercise of the Option.

    5.    Tax Withholding.  As a condition to exercise of the Option, the
Company may require the Grantee to pay to the Company all applicable federal,
state and local taxes which the Company is required to withhold with respect
to the exercise of the Option. Or the Grantee is liable for filing and paying
all of his own taxes.

    6.    Intentionally Deleted.

    7.    Transferability.  The Option and this Agreement may not be assigned
or transferred except by will or by the laws of descent and distribution, and
with consent of the Company.  During the life of the Grantee, the option
shall be exercisable only by the Grantee.  More particularly (but without
limiting the generality of the foregoing), the option may not be assigned,
transferred (except as provided above), pledged, or hypothecated in any way,
shall not be assignable by operation of law, and shall not be subject to
execution, attachment or similar process.  Any attempted assignment,
transfer, pledge, hypothecation, or other disposition of the option contrary
to the provisions hereof, and the levy of any execution, attachment, or
similar process upon the option, shall be null and void and without effect.

    8.    Grantee Not a Shareholder.  The Grantee shall have no rights as a
shareholder with respect to the Option Shares issued form time to time upon
exercise of the Option until the earlier of: (1) the date of issuance of a
stock certificate or stock certificates to the Grantee applicable to the
Option Shares then issuable to the Grantee upon exercise of the Option and
(2) the date on which the Grantee or his nominee is recorded as owner of such
Option Shares on the Company's stock ledger by the Company's registrar and
transfer agent, which may be the Company.  Except as set forth in paragraph
13 of this Agreement, no adjustment will be made for dividends or other
rights for which the record date is prior to the earlier of the events
described in clauses (1) and (2) of this paragraph.

    9.    Restrictions on Transfer.  The Grantee represents and agrees that,
upon the Grantee's exercise of the Option in whole or in part, unless there
is in effect at that time under the Securities Act of 1933 a registration
statement relating to the Option Shares, the Grantee will acquire the Option
Shares for the purpose of investment and not with a view to their resale or
further distribution, and that upon such exercise hereof, the Grantee will
furnish to the Company a written statement to such effect, satisfactory to
the Company in form and substance.

    10.    Shares Qualified for Listing.  Company represents that its Common
Stock is qualified for trading or quotation on a nationally recognized
securities exchange or stock quotation system, including, without the NASDAQ
Bulletin Board, and for trading with the California Department of
Corporations or such other applicable jurisdictions.

    11.    Registration Rights.  As soon as possible following execution of
this Agreement, the Company shall, at the Company's expense, file with the
Securities and Exchange Commission ("SEC"), a registration statement
("Registration Statement") on Form S-8 or other comparable form, or if such
form is not then available, such other form of registration statement then
available, in such form as to comply with applicable federal and state laws
for the purpose of registering or qualifying the Option Shares for public
resale by the Grantee, and prepare and file with the appropriate state
securities regulatory authorities the documents reasonably necessary to
register or qualify the Option Shares, subject to the ability of the Company
to register or qualify the Option Shares under applicable state law.
2

    12.    Notices.  All notices to the Company shall be addressed to the
Company at the principal office of the Company at the address and facsimile
number set forth on the signature page of this Agreement, and all notices to
the Grantee shall be addressed to the Grantee at the address and facsimile
number of the Grantee set forth on the signature page of this Agreement or,
if different, the last address and facsimile number on file with the Company,
or to such other address and facsimile number as either may designate to the
other in writing.  A notice shall be deemed to be duly given if and when
enclosed in a properly addressed sealed envelope deposited, postage prepaid
and followed by facsimile to the addressee.  In lieu of giving notice by mail
as aforesaid, written notices under this Agreement may be given by personal
delivery to the Grantee or to the Company (as the case may be) by nationally
recognized courier or overnight delivery service.

    13.    Adjustments.  If there is any change in the capitalization of the
Company after the date of this Agreement affecting in any manner the number
of kind of outstanding shares of Common Stock of the Company, whether by
stock dividend, stock split, reclassification or recapitalization of such
stock, or because the Company has merged or consolidated with one or more
other corporations (and provided the Option does not thereby terminate
pursuant to paragraph 14 of this Agreement), then the number and kind of
shares then subject to the Option and the exercise price to be paid for the
Option Shares shall be appropriately adjusted by the Board of Directors;
provided however, that in no event shall any such adjustment result in the
Company being required to sell or issue any fractional shares.  Any such
adjustment shall be made without change in the aggregate exercise price
applicable to the unexercised portion of the Option, but with an appropriate
adjustment to the exercise price of each Option Share or other unit of
security then covered by the Option and this Agreement.

    14.    Cessation of Corporate Existence.  Notwithstanding any other
provision of this Agreement, in the event of the reorganization, merger or
consolidation of the Company with one or more corporations as a result of
which the Company is not the surviving corporation, or the sale of
substantially all the assets of the Company or of more than fifty percent
(50%) of the then outstanding stock of the Company to another corporation or
other entity in a single transaction, the Option grated hereunder shall
terminate; provided however, that not later than five (5) days before the
effective date of such merger or consolidation or sale of assets in which the
Company is not the surviving corporation, the surviving corporation may, but
shall not be so obligated to, tender to the Grantee an option to purchase a
number of shares of capital stock of the surviving corporation equal to the
number of Option Shares then issuable upon exercise of the Option, and such
new option or options for shares of the surviving corporation shall contain
such terms, conditions and provisions as shall be required substantially to
preserve the rights and benefits of the Option and this Agreement.

    15.    Entire Agreement.  The Option granted under this Agreement is
granted pursuant to the Company's 2001 Stock Option Plan (the "Plan") and is
subject to the terms and conditions of the Plan.  In the event of any conflict
between the terms or conditions of the Plan and this Agreement, the terms and
conditions of the Plan shall control.  Subject to the preceding sentence, this
Agreement and the Consulting Agreement contain the entire agreement between
the Parties, and may not be waived, amended, modified or supplemented except
by agreement in writing signed by the Party against whom enforcement of any
waiver, amendment, modification or supplement is sought.  Waiver of or failure
to exercise any rights provided by this Agreement and the Consulting Agreement
in any respect shall not be deemed a waiver of any further or future rights.
3

    16.    Miscellaneous.

    (a)    Governing Law.  This Agreement shall be construed under the
           internal laws of the State of New York, and the Parties agree that
           the exclusive jurisdiction for any litigation or arbitration
           arising from this Agreement shall be in New York City, N.Y.

    (b)    Counterparts.  This Agreement may be executed in two or more
           counterparts, each of which shall be deemed an original, but which
           when taken together shall constitute one agreement.

    (c)    Severability.  If one or more provisions of this Agreement are held
           to be unenforceable under applicable law, such provision(s) shall
           be excluded from this Agreement and the balance of this Agreement
           shall be interpreted as if such provision were excluded and shall
           be enforceable in accordance with its terms.

    (d)    Right to Consulting Relationship.  Nothing contained herein shall
           confer upon the Grantee any right to be continued as a consultant
           of the Company or interfere in any way the right of the Company to
           terminate Grantee's consulting relationship at any time in
           accordance with the Consulting Agreement.

                         (Signature Page Follows)
4

    IN WITNESS WHEREOF the Parties hereto have executed this Agreement as
of the date set forth below.

Date:__________________                OPTIONEE:

                                       _____________________________________
                                       Mike Doherty

                                       Address for Notices:

                                       11835 W. Olympic Blvd.
                                       Los Angeles, California 90064

                                       COMPANY:

                                       _____________________________________

                                   By: _____________________________________
                                       Name: Michael L. Weiner
                                       Title:  Chief Executive Officer
5

Exhibit 5.1

                              NIXON PEABODY LLP
                               Clinton Square
                               P.O. Box 31051
                       Rochester, New York 14603-1051
                               (585) 263-1000
                             Fax: (585) 263-1600

September 26, 2003

Biophan Technologies, Inc.
150 Lucius Gordon Drive
Suite 215
West Henrietta, New York 14586

    Re:    Registration Statement on Form S-8
           for Biophan Technologies, Inc.

Ladies and Gentlemen:

    We have acted as counsel to Biophan Technologies, Inc., a Nevada
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") of the Company to be filed with the
Securities and Exchange Commission (the "Commission") with respect to the
registration under the Securities Act of 1933, as amended (the "Act"), of
1,000,000 shares the Company's Common Stock, $.005 par value per share (the
"Shares"), to be issued from time to time pursuant to the Company's 2001
Stock Option Plan (the "Plan") and certain agreements for consulting
services.

    We have examined originals or copies, certified or otherwise identified
to our satisfaction, of all such records of the Company and all such
agreements, certificates of public officials, certificates of officers or
other representatives of the Company, and such other documents, certificates
and corporate or other records as we have deemed necessary or appropriate as
a basis for the opinions set forth herein, including (i) the Articles of
Incorporation of the Company as amended to the date hereof, (ii) the By-Laws
of the Company as amended to the date hereof, (iii) the Plan and (iv) the
Consulting Services Agreement and Non-Qualified Stock Option Agreement
between the Company and Michael Doherty (collectively, the "Agreements").

    As to questions of fact material to our opinion expressed herein, we
have, when relevant facts were not independently established, relied upon
certificates of, and information received from, the Company and/or
representatives of the Company.  We have made no independent investigation of
the facts stated in such certificates or as to any information received from
the Company and/or representatives of the Company and do not opine as to the
accuracy of such factual matters.  We also have relied, without
investigation, upon certificates and other documents from, and conversations
with, public officials.

    The opinion expressed below is limited to the General Corporation Law of
the State of Nevada, and we do not express any opinion herein concerning any
other law.

    Based upon and subject to the foregoing, and the other qualifications and
limitations contained herein, and after (a) the above-referenced Registration
Statement has become effective under the Act and assuming that such
effectiveness remains in effect throughout the period during which Shares are
offered and sold, and (b) the Shares have, if required, been duly qualified
or registered, as the case may be, for sale under applicable state securities
laws and all applicable state securities laws are complied with, we are of
the opinion that the Shares are duly authorized and, if and when issued in
accordance with the terms of the Plan and the Agreements, will be validly
issued, fully-paid and nonassessable.

    We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.  In giving this consent, we do not thereby admit that
we are in the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Commission thereunder.

                                           Very truly yours,

                                        /s/ NIXON PEABODY LLP

Exhibit 23.1

INDEPENDENT AUDITOR'S CONSENT

To the Board of Directors
Biophan Technologies, Inc.

We hereby consent to the use of this Registration Statement on Form S-8 of
our report dated April 10, 2003, relating to the consolidated financial
statements of Biophan Technologies, Inc. and Subsidiaries as of and for the
period ended February 28, 2003, which appear in such Registration Statement.
We also consent to the reference to us under the heading "Experts" in such
Registration Statement.

GOLDSTEIN GOLUB KESSLER LLP

New York, New York, New York
September 26, 2003