CONSULTING SERVICES AGREEMENT





    This Consulting Services Agreement ("Agreement"), dated Aug 13, 2003, is

made by and between Eric N. Marton, an individual ("Consultant"), 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

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC