Amendment No. 1 to Lease Agreement between Schoen Place, LLC and Biophan Technologies, Inc.

Summary

This amendment updates the lease agreement between Schoen Place, LLC (landlord) and Biophan Technologies, Inc. (tenant) by setting the lease term to begin on March 1, 2007, and end on April 30, 2022. All related deadlines and rent periods are adjusted to match the new start date. All other terms of the original lease remain unchanged. The amendment is governed by New York State law.

EX-10.2 4 v066446_ex10-2.htm

Exhibit 10.2

SCHOEN PLACE LLC

c/o A.D. Longwell

4 Schoen Place

Pittsford, NY 14534

Biophan Technologies, Inc.

RE:	Amendment No. 1

Pursuant to the terms of a Lease Agreement entered into on the 21^st day of August, 2006 in accordance with the laws of New York State and between Schoen Place, LLC (“Landlord”) and Biophan Technologies, Inc. (“Tenant”) the Landlord and Tenant sign this statement to confirm the commencement and termination dates to accommodate anticipated delivery of possession.

It is hereby agreed that the term of the lease shall commence on March 1, 2007 and shall end on April 30, 2022. It is also agreed that all time periods with respect to Annual Minimum Rent, Terminate Dates and all other matters shall be extended to accommodate the change in the commencement date.

All other provisions of the lease shall remain unchanged and in full force and effect. This amendment shall be governed in all respects by the laws of the State of New York.

		Very truly yours,

		Schoen Place, LLC


Dated: February 15, 2007	By:	/s/ Alden D. Longwell
		Alden D. Longwell, Authorized Member

Accepted by the Tenant.



Dated: February __, 2007		Biophan Technologies, Inc.


	By:	/s/ John Lanzafame
Print Name:		John Lanzafame
Print Title:		Chief Operating Officer