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BioElectronics Corp. (BIEL.PK) We rarely make recommendations on Pink Sheet companies BioElectronics is one of the

exceptions. The Company has recently become profitable and has announced revenues will

continue to grow throughout the rest of 2008 and into 2009. This is an undiscoveredcompany with what we believe to be a revolutionary medical product.

Actipatch, the product marketed by Bioelectronics Corp. (BIEL), changes the face ofmedicine and healing. Through the use of this product, bruises that would normally takethree weeks to heal often would heal in a week; ankle sprains usually respond positivelywith reduced pain and swelling in only a single day; plastic surgery incisions and bruisingthat would normally take weeks to heal without the use of Actipatch typically heal in lessthan a week when the product is used. These claims are supported by solid science,multiple trials and strong endorsements from leading surgeons and physicians.

Regulatory Clearance - The Company has received FDA clearance for one surgicalprocedure and is now able to sell the product within the United States through physicianreferral. The company, however, has received blanket approval in the European Union,Canada, and dozens of othercountries. These international approvals have allowed the

product to be placed in stores for over-the-counter purchase outside the United States,which is resulting in strong growth.

Distribution - Sales in Europe and Asia are growing quickly and are easily outpacing theUS. Sales in Italy and South Korea have recently been very strong and the company's

products are being rolled out to other European Union countries as well. During 2007 thecompany signed a significant number of distributors and currently has over 20 domesticdistribution partners. The company's distribution partners have recently set up severalwebsites to market the product to the general public, which is yielding additional revenuegrowth.

Ongoing Medical Trials Are Expected to Yield Positive Results - The Company currentlyhas several ongoing trials targeted at receiving additional FDA indications. The companyhas recently announced that one of the leading plastic surgeons in North America will beheading studies in post-surgical care for breast augmentation and cesarean section.

Additionally, this renowned surgeon will be heading studies in care of planter fasciitis,which affects tens of millions of people around the world, and ankle sprains, which is oneof the most common reasons for emergency room visits.

Market Data

Market Cap (MM) $4.7

Shares Outstanding (MM) 117

Float (MM) 80

Dividend Yield n/a

52-Week Range $0.02-$0.12

Update Report

Rating: BUY

BIEL.PK$0.04

Joseph Noel

jnoel@emerginggrow.com

Emerging Growth Research

San Francisco, California

925.922-2560

Analyst Certification

I, Joseph Noel, herebycertify (1) that the viewsexpressed in this researchcompany report accuratelyreflect my personal views

about any or all of thesubject securities or issuesreflected in this companyreport, and (2) no part of mycompensation was, is, orwill be directly or indirectlyrelated to specificrecommendations or viewsexpressed in this companyreport.

June 4, 2008

Please see important disclosures, including analyst certification

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SummaryTypically, our research recommendations are only on

larger companies. BioElectronics Corp. (BIEL) is oneof the exceptions because it is a company that is clearly

on the move and will likely be traded on one of the

exchanges very shortly. Over the past few months the

company has started to see significant revenue growth

driven by increased acceptance of its FDA-cleared Class

III medical devices. In the past 60 days, the company

has announced significant international distribution;

several clinical studies with a world-renowned surgeon

aimed at additional FDA indications and has recently

achieved profitability. The price of the shares, however,

has only moved minimally and therefore we

enthusiastically recommend purchase. We believeaggressive small-cap investors will likely be able to

realize a 4X or greater return over the coming quarters.

Background on ourRecommendationWe are very excited about this company. We

stumbled upon this company after meeting a

prominent plastic surgeon who had a strange looking

patch taped to his hand. When we asked the surgeon

what it was he said it is a product called ActiPatch.

The surgeon explained that he suffers from sore hands

after performing hours of surgery and that he places

the ActiPatch product at the site of the soreness in

order to speed healing and alleviate pain. He also

indicated he uses the product to treat edema (swelling)

and pain and to speed healing in his patients after

surgeries. We were very intrigued by this because this

was not some random person on the street, but a highly

educated, successful and well-respected surgeon. This

encounter encouraged us to perform additional

research on this technology and on the company.

What we found as astonished us.

First, we want to state upfront that some of our

comments may seem to be rather aggressive.

Completing you own homework on this company is

incredibly easy as there is a wealth of information on

the web about the technology and the company and

numerous testimonials from leading surgeons,

physicians and leading sport trainer who recommend

the product. There is a lot of information at two websites

www.actipatchonline.com and www.bioelectronicscorp.com.

We believe the best way to perform due diligence on

a company is to actually purchase and use the

companys product, which is what we did in thiscase. For the treatment of many soft tissue injuries,

such as a sore back, a bad knee, a stiff neck, plantar

fasciitis, a bad bruise, etc., we believe this is virtually

a miracle product and one we believe will see wide

distribution resulting in strong revenues and profits

for the company. But then again, we realize these are

strong claims, so we invite you to do your own

homework.

About BioElectronics Corp.BioElectronics Corp. (BIEL) manufacturers an FDA

cleared device for treating pain and aiding the healingof soft tissues injuries. Quite literally, the product

often cuts the healing time of cuts, bruises and soft

tissue injuries often times by more than half and has

been used by plastic surgeons for years. The efficacy

of the technology on which the product is based is

well documented in numerous scientific studies.

The Company spent 2007 reorganizing, redesigning

many of its products, improving distribution and

receiving government approvals US FDA, Health

Canada, European Union, and others are now

completed. The Company is entering mid-2008 withsignificant new products, extensive new distribution,

an upcoming Canada-wide drug store launch and has

recently signed an aggressive Internet partner for

online sales. BioElectronics is poised for strong

revenue growth during the year, in our opinion.

Technology OverviewOver the past 100 years medical researchers have

made significant progress in treating and curing many

diseases and afflictions. Conditions that only 50

years ago resulted in high rates of mortality can today

be cured by taking a simple pill. These and othermedical advances have improved the quality of life

for almost every human being on earth. Even though

medical researchers have made great progress in

many areas there are still two major areas of

medicine where researchers have not been able to

make meaningful strides toward effective treatments.

These areas are soft tissue healing and pain

management.

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As incredible as it sounds the treatment of soft tissue injuries

has advanced very little over the past few millenniums.

When we get a cut, a bad bruise or a sprain we typically

clean the wound, wrap it in some type of bandage to stop the

bleeding and to prevent infection and then immobilize the

injured part of the body. We then endure the pain and wait

while the body slowly recovers and heels. This process has

been standard operating procedure that has changed little in

over a thousand years.

In the relatively recent past, the medical community figured

out that the oral administration of certain chemical

compounds, known as non-steroidal anti-inflammatory drugs

(NSAIDs), such as aspirin and ibuprofen for example, would

reduce the inflammation and pain. More recently, a new

class of NSAIDs, called COX-2 inhibitors, was introduced.

While aspirin and ibuprofen are mildly effective on some

types of pain there are certainly issues with both short-term

and long-term usage. The COX-2 inhibitors, such as

Celebrex and Vioxx, while initially billed as virtual

miracle cures, have now been proven to increase the chance

of heart attack and as a result, their use has been greatly

curtailed. For serious injury and pain there are a variety of

opiate derived drugs that are very effective in treating pain,

but cause serious side effects including possible addiction.

Simply put, for those suffering from pain there are a few

acceptable options.

Why BioElectronics Corp.?The questions for investors relative to these subjects are

simple. What if there was a drug-free method to speed the

healing of soft tissue injuries and to reduce the associated

pain? What if the US government's Food and Drug

Administration (FDA) and other health care related

government agencies around the world cleared the

technology for use? What would the company that

possesses this technology be worth? Finally, and most

importantly, what is the name of this company?

We believe the answers to these questions are simple. Yes,

there is a drug-free, technology that speeds healing of soft

tissue injuries and significantly reduces pain. It is called

pulsed electromagnetic energy. Yes, the FDA has recently

cleared one companys version of this technology. The

name of the company is BioElectronics Corp., which trades

under the stock symbol BIEL. Finally, what are this

technology and this company worth? We believe both are

worth a lot. Read a little further and we will explain what

we are talking about.

The Product - ActiPatchBioElectronics Corp. is the maker of the unique

inexpensive, drug-free, anti-inflammatory patch

designed to reduce pain and swelling (edema) and

accelerate healing. The product, called ActiPatch,

sells for approximately $40.00 and provides

treatment for about 30 days. It is FDA cleared. The

product is based on the same proven and highly

effective office-based pulsed electromagnetic therapy

used for decades by physicians, therapists and

athletic trainers worldwide. The inventors of

ActiPatch have used state-of-the-art microelectronics

circuitry to shrink the technology into an expensive,

small, wafer thin, lightweight wearable patch that is

worn next to the skin to effectively reduce swelling

(edema) and significantly speed the healing process.

The product as no known side effects.

The process by which ActiPatch works is complex

and beyond the scope of this report, but put simply,

the very small amount of electromagnetic energy

produced by the patch breaks the cycle of

inflammation caused by soft tissue injury allowing

the body to speed up its own natural healing process.

Acute sprains usually respond within hours of initial

therapy and the healing time from cuts and bruises is

significantly reduced. Nagging aches and pains, such

as lower back stiffness or a sore foot are often

eliminated in just a few days.

The research on the effectiveness of the technology

on which this product is based is overwhelming and

supported by multiple scientific studies.

BioElectronics product has received FDA market

clearance for the treatment of edema following

blepharplasty, has been approved by Health Canada

for relief of pain from all musculoskeletal complaints

and is widely available over-the-counter in

pharmacies across Canada. Additionally, the

European Union has granted the product its coveted

CE Mark certification with the product widely

available over the counter. Within the United States,the product must be prescribed by a physician, but

this is likely to change over the coming year as

additional clinical studies are completed.

For the past few years, BioElectronics Corp. has been

working to bring its product to market and spent most

of 2007 revising its product and establishing its

distribution channels. The company now has more

than 70 domestic independent sales agents, over 20

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international distributors, on going medical trials, and an

impressive portfolio of intellectual property and significant

endorsements from leading physicians, plastic surgeons,

athletic trainers and hundreds of satisfied users of the

product. Many of these endorsements can be seen on the

web at www.actipatchonline.com.

What has Changed at the CompanyThe companys President and CEO recently issued a

shareholder letter outlining the positive developments that

occurred in 2007 and how the organization is positioned for

strong growth in 2008. The company has recently

announced profitability. Over the past year, the company

has restructured its management team, introduced many new

retail oriented products, made improvements to the plastic

and general surgery product lines, transferred nearly all of its

manufacturing operations offshore, which will likely allow

for 75% gross margins, and has launched its products in

large markets such as Italy, Mexico, United Kingdom, South

Korea, the Netherlands, among others. We believe the

market for the company's products is huge. It is estimated

that the market for therapeutic agents for the treatment of

and the pain associated with soft tissue injuries is valued in

excess of $10 Billion worldwide.

We Believe These Shares are a BuyWe see strong continued growth and expanding profitability

during 2008 and into 2009 for this company. With fewer

than 120 million outstanding shares, the market

capitalization of this emerging leader in an untapped

multibillion-dollar market is currently well less than $5

million. We believe this market valuation will rise

significantly as the market realizes this company is moving

from developmental stage into revenue and earnings

production stage. Stay tuned to this story, as it appears the

company has a significant string of upcoming events that we

believe will impress the small-cap investment community.

As we indicated above, if you do your homework on this

company, we believe you too will be excited about the

strong potential of this business.

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Analyst and Other Important Disclosures

Analyst Certification - I, Joseph Noel, hereby certify (1) that the views expressed in this research company report accurately

reflect my personal views about any or all of the subject securities or issuers referred to in this company report and (2) no part

of my compensation was, is, or will be directly or indirectly related to the specific recommendations or views expressed in this

company report.

Analyst:

Joseph Noel is a 28-year veteran of the telecommunications and investment industries. Joe was recently a senior analyst at

Pacific Growth Equities, LLC, where he tracked the communications equipment/services and advanced industrial sectors.

Prior to Pacific Growth, he covered both the telecommunications equipment and services industries at Hambrecht & Quist and

was employed by Gartner/Dataquest as a communications industry analyst. Before becoming an analyst, Mr. Noel received

solid industry experience at a number of telecommunications carriers, including MCI, where he was responsible for the frame

relay product-marketing launch; and British Telecom, where he was involved in strategic planning for the companys Internet

access service. He was also employed by various Bell Operating Companies in both marketing and technical roles for nearly

ten years. Mr. Noel received his MBA in finance from Wake Forest University, and holds a BS in business and economics. A

four-time Wall Street Journal All-Star Analyst, Joe specializes in emerging growth companies in the communications, Internet

and advanced industrial equipment sectors.

The coverage analyst uses a relative rating system in which stocks are rated as; BUY, SELL, or HOLD.

Stock Ratings:

BUY - the stock is expected to outperform the unweighted expected total return of the sector over a 12-month investment

horizon.

SELL - the stock is expected to underperform the unweighted expected total return of the sector over a-12 month time horizon

HOLD - the stock is expected to perform in line with the unweighted expected total return of the sector over a 12-month

investment horizon.

Information, opinions, or recommendations contained in this research report are submitted solely for informational purposes. The information used in statements of fact made has been obtained from sources

considered reliable, but we neither guarantee nor represent t heir completeness or accuracy. Such information and the opinions expressed are subject to change without not ice. This research report is not int ended

as an offering or a solicitation o f any offer to buy or sell the securities mentioned or discussed. The firm, its pr inciples, or the assigned analyst may or may not own or trade shares, options, or warrants of this

covered company. Emerging Growth Research, LLP, has not received, and will not receive, monetary compensation for the production of this report, but does have a positive in the stock. The views expressed

in this research company report accurately reflect the analysts personal views about any or all of the subject securities o r issuers referred to in this company report, and no part of the analysts or the firms

compensation was, or will be directly or indirectly related to the specific recommendation or views expressed in this report. Opinions expressed herein reflect the opinion of Emerging Growth Research, LLP

and are subject to change without notice. We claim no responsibility to update the information contained in this report. Investors should consider the suitability of any particular investment based on their ability

to accept certain levels of risk, and should not rely solely on t his report for information pertaining to the company covered. The material in this document is intended for general circulation only and t he

recommendations contained herein do not take into account the specific objectives, financial situation, or particular needs of any particular person. An investor should consult his investment representative

regarding the suitability of this investment and take into account any specific investment objectives, financial situation, or particular needs before he or she makes a commitment to purchase the shares of this or

any other company's stock. No part of this document may be reproduced in any manner without the written permission of Emerging Growth Research, LLP.