THESE
        SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
        AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE
        REGISTRATION STATEMENT UNDER SAID ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
        FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER SAID
        ACT.
 
 **[FORM
        OF]**
  **SECURED
        CONVERTIBLE PROMISSORY NOTE**
  Up
        to
        U.S. $1,000,000
  FOR
        VALUE
        RECEIVED, Bio Solutions Manufacturing, Inc., a New York corporation
        (the“Maker”), hereby promises to pay to __________________, or its successors
        and assigns (the “Payee”), at its address at ____________________________, or to
        such other address as Payee shall provide in writing to the Maker for such
        purpose, a principal sum of up to One Million Dollars (U.S.$1,000,000),
        reflecting the aggregate outstanding amounts under any and all loans made
        by the
        Payee to the Maker from time to time, pursuant to that certain Loan Agreement
        (as defined in Section 16). The aggregate principal amount outstanding under
        this Note will be conclusively evidenced by the schedule annexed as Exhibit
        B
        hereto (the “Loan Schedule”), up to a maximum principal amount of $1,000,000.00.
        The entire principal amount hereunder shall be due and payable in full on
        demand
        (the “Maturity Date”), or on such earlier date as such principal amount may
        earlier become due and payable pursuant to the terms hereof.
  1.  Interest
        Rate .
        Interest shall accrue on the unpaid principal amount of this Secured Convertible
        Promissory Note (the “Note”) at the rate of 8% per annum from the date of the
        first making of the loan for such principal amount until such unpaid principal
        amount is paid in full or earlier converted into shares (the “Shares”) of the
        Maker’s common stock, par value $0.001 per share (the “Common Stock”) in
        accordance with the terms hereof. Interest hereunder shall be paid quarterly
        or
        on such earlier date as the principal amount under this Note becomes due
        and
        payable or is converted in accordance with the terms hereof and shall be
        computed on the basis of a 360-day year for the actual number of days
        elapsed.
  2.  Conversion
        of Principal and Interest .
        Subject
        to the terms and conditions hereof, the Payee, at its sole option, may deliver
        to the Maker a notice in the form attached hereto as Exhibit A (a “Conversion
        Notice”) and an updated Loan Schedule, at any time and from time to time after
        the date hereof (the date of the delivery of a Conversion Notice, a “Conversion
        Date”), to convert all or any portion of the outstanding principal amount of
        this Note plus accrued and unpaid interest thereon, for a number of Shares
        equal
        to the quotient obtained by dividing the dollar amount of such outstanding
        principal amount of this Note plus the accrued and unpaid interest thereon
        being
        convened by the Conversion Price (as defined in Section 16). Conversions
        hereunder shall have the effect of lowering the outstanding principal amount
        of
        this Note plus all accrued and unpaid interest thereunder in an amount equal
        to
        the applicable conversion, which shall be evidenced by entries set forth
        in the
        Conversion Notice and the Loan Schedule.
   
  
 3.  Certain
        Conversion Limitations .
  (a)  The
        Payee
        may not convert an outstanding principal amount of this Note or accrued and
        unpaid interest thereon to the extent such conversion would result in the
        Payee,
        together with any affiliate thereof, beneficially owning (as determined in
        accordance with Section 13(d) of the Exchange Act (as defined in Section
        16) and
        the rules promulgated thereunder) in excess of 4.999% of the then issued
        and
        outstanding shares of Common Stock. Since the Payee will not be obligated
        to
        report to the Maker the number of shares of Common Stock it may hold at the
        time
        of a conversion hereunder, unless the conversion at issue would result in
        the
        issuance of Shares in excess of 4.999% of the then outstanding shares of
        Common
        Stock without regard to any other shares which may be beneficially owned
        by the
        Payee or an affiliate thereof, the Payee shall have the authority and obligation
        to determine whether and the extent to which the restriction contained in
        this
        Section will limit any particular conversion hereunder. The provisions of
        this
        Section may be waived by the Payee upon not less than 61 days’ prior notice to
        the Maker.
  (b)  The
        Payee
        may not convert an outstanding principal amount of this Note or accrued and
        unpaid interest thereon to the extent such conversion would result in the
        Payee,
        together with any affiliate thereof, beneficially owning (as determined in
        accordance with Section 13(d) of the Exchange Act and the rules promulgated
        thereunder) in excess of 9.999% of the then issued and outstanding shares
        of
        Common Stock. Since the Payee will not be obligated to report to the Maker
        the
        number of shares of Common Stock it may hold at the time of a conversion
        hereunder, unless the conversion at issue would result in the issuance of
        Shares
        in excess of 9.999% of the then outstanding shares of Common Stock without
        regard to any other shares which may be beneficially owned by the Payee or
        an
        affiliate thereof, the Payee shall have the authority and obligation to
        determine whether and the extent to which the restriction contained in this
        Section will limit any particular conversion hereunder. The provisions of
        this
        Section may be waived by the Payee upon not less than 61 days’ prior notice to
        the Maker.
  4.  Deliveries .
  (a)  Not
        later
        than three (3) Trading Days (as defined in Section 16) after any Conversion
        Date, the Maker will deliver to the Payee either (i) a certificate or
        certificates representing the number of Shares being acquired upon the
        conversion of this Note and any interest accrued thereunder being converted
        pursuant to the Conversion Notice (subject to the limitations set forth in
        Section 3 hereof), and (ii) an endorsement by the Maker of the Loan Schedule
        acknowledging the remaining outstanding principal amount of this Note plus
        all
        accrued and unpaid interest thereon not converted (an “Endorsement”). The
        Maker’s delivery to the Payee of stocks certificates in accordance clause (i)
        above shall be Maker’s conclusive endorsement of the remaining outstanding
        principal amount of this Note plus all accrued and unpaid interest thereon
        not
        converted as set forth in the Loan Schedule. The Maker shall, upon request
        of
        the Payee, if available, use its best efforts to deliver any certificate
        or
        certificates required to be delivered by the Maker under this Section
        electronically through the Depository Trust Corporation or another established
        clearing corporation performing similar functions. If in the case of any
        Conversion Notice such certificate or certificates are not delivered to or
        as
        directed by the Payee by the third (3rd) Trading Day after a Conversion Date,
        the Payee shall be entitled by written notice to the Maker at any time on
        or
        before its receipt of such certificate or certificates thereafter, to rescind
        such conversion, in which event the Maker shall immediately return the
        certificates representing the principal amount of this Note and any interest
        accrued thereunder tendered for conversion.
   
  (b)  If
        the
        Maker fails to deliver to the Payee such certificate or certificates pursuant
        to
        Section 4(a) by the third (3rd) Trading Day after the Conversion Date, the
        Maker
        shall pay to the Payee, in cash, as liquidated damages and not as a penalty,
        $5,000 for each Trading Day after such third (3 rd )
        Trading
        Day until such certificates are delivered. Nothing herein shall limit a Payee’s
        right to pursue actual damages or declare a Triggering Event (as defined
        in
        Section 6) pursuant to Section 6 herein for the Maker’s failure to deliver
        certificates representing shares of Common Stock upon conversion within the
        period specified herein and such Payee shall have the right to pursue all
        remedies available to it at law or in equity including, without limitation,
        a
        decree specific performance and/or injunctive relief. The exercise of any
        such
        rights shall not prohibit the Payee from seeking to enforce damages pursuant
        to
        any other Section hereof or under applicable law. Further, if the Maker shall
        not have delivered any cash due in respect of conversions of the principal
        amount of this Note and any interest accrued thereunder by the third
        (3 rd )
        Trading
        Day after the Conversion Date, then in lieu of the receipt of such cash payment,
        the Payee may, by notice to the Maker, require the Maker to issue shares
        of
        Common Stock pursuant to Section 2, except that for such purpose the Conversion
        Price applicable thereto shall be the lesser of the Conversion Price on the
        Conversion Date and the Conversion Price on the date of the Payee
        demand.
  (c)  In
        addition to any other rights available to the Payee, if the Maker fails to
        deliver to the Payee such certificate or certificates pursuant to Section
        4(a)
        by the third (3rd) Trading Day after the Conversion Date, and if after such
        third (3rd) Trading Day the Payee purchases (in an open market transaction
        or
        otherwise) shares of Common Stock to deliver in satisfaction of a sale by
        the
        Payee of the Shares which the Payee anticipated receiving upon such conversion
        (a “Buy-In”), then the Maker shall (A) pay in cash to the Payee (in addition to
        any remedies available to or elected by the Payee) the amount by which (x)
        the
        Payee’s total purchase price (including brokerage commissions. if any) for the
        shares of Common Stock so purchased exceeds (y) the product of (1) shall
        be the
        number of shares of the Common Stock (excluding treasury shares, if any)
        outstanding on the date of issuance of such rights or warrants plus the number
        of shares which the aggregate offering price of the total number of shares
        so
        offered would purchase at the Conversion Price. the principal amount of the
        aggregate number of shares of Common Stock that the Payee anticipated receiving
        from the conversion at issue multiplied by (2) the market price of the Common
        Stock at the time of the sale giving rise to such purchase obligation and
        (B) at
        the option of the Payee, either increase the principal amount of this Note
        and
        any interest accrued thereunder in a principal amount equal-to the principal
        amount of the attempted conversion or deliver to the Payee the number of
        shares
        of Common Stock that would have been issued had the Maker timely complied
        with
        its delivery requirements under Section 4(a). For example, if the Payee
        purchases shares of Common Stock having a total purchase price of $11,000
        to
        cover a Buy-In with respect to an attempted conversion of the principal amount
        of this Note and any interest accrued thereunder with respect to which the
        market price of the Shares on the date of conversion was a total of $10,000
        under clause (A) of the immediately preceding sentence, the Maker shall be
        required to pay the Payee $1,000. The Payee shall provide the Maker written
        notice indicating the amounts payable to the Payee in respect of the Buy-In.
        Notwithstanding anything contained herein to the contrary, if the Payee requires
        the Maker to make payment in respect of a Buy-In for the failure to timely
        deliver certificates hereunder and the Maker timely pays in full such payment,
        the Maker shall not be required to pay the Payee liquidated damages under
        Section 4(b) in respect of the certificates resulting in such
        Buy-In.
   
  5.  Certain
        Adjustments .
  (a)  If
        the
        Maker, at any time while any portion of the principal amount due under this
        Note
        is outstanding, (a) shall pay a stock dividend or otherwise make a distribution
        or distributions on shares of its Common Stock or any other equity or equity
        equivalent securities payable in shares of Common Stock, (b) subdivide
        outstanding shares of Common Stock into a larger number of shares, (c) combine
        (including by way of reverse stock split) outstanding shares of Common Stock
        into a smaller number of shares, or (d) issue by reclassification of shares
        of
        the Common Stock any shares of capital stock of the Maker, then the Conversion
        Price (as defined in Section 16) shall be multiplied by a fraction of which
        the
        numerator shall be the number of shares of Common Stock (excluding treasury
        shares, if any) outstanding before such event and of which the denominator
        shall
        be the number of shares of Common Stock outstanding after such event. Any
        adjustment made pursuant to this Section shall become effective immediately
        after the record date for the determination of stockholders entitled to receive
        such dividend or distribution and shall become effective immediately after
        the
        effective date in the case of a subdivision, combination or
        re-classification.
  (b)  If
        the
        Maker, at any time while any portion of the principal amount due under this
        Note
        is outstanding, shall issue rights, options, or warrants to all holders of
        Common Stock (and not to the Payee) entitling them to subscribe for or purchase
        shares of Common Stock at a price per share less than the Conversion Price,
        then
        the Conversion Price shall be multiplied by a fraction, of which the denominator
        shall be the number of shares of the Common Stock (excluding treasury shares,
        if
        any) outstanding on the date of issuance of such rights or warrants plus
        the
        number of additional shares of Common Stock offered for subscription or
        purchase, and of which the numerator shall be the number of shares of the
        Common
        Stock (excluding treasury shares, if any) outstanding on the date of issuance
        of
        such rights or warrants plus the number of shares which the aggregate offering
        price of the total number of shares so offered would purchase at the Conversion
        Price. Such adjustment shall be made whenever such rights or warrants are
        issued, and shall become effective immediately after the record date for
        the
        determination of stockholders entitled to receive such rights, options or
        warrants. However, upon the expiration of any such right, option or warrant
        to
        purchase shares of the Common Stock the issuance of which resulted in an
        adjustment in the Conversion Price pursuant to this Section, if any such
        right,
        option or warrant shall expire and shall not have been exercised, the Conversion
        Price shall immediately upon such expiration be recomputed and effective
        immediately upon such expiration be increased to the price which it would
        have
        been (but reflecting any other adjustments in the Conversion Price made pursuant
        to the provisions of this Section after the issuance of such rights or warrants)
        had the adjustment of the Conversion Price made upon the issuance of such
        rights, options or warrants been made on the basis of offering for subscription
        or purchase only that number of shares of the Common Stock actually purchased
        upon the exercise of such rights, options or warrants actually
        exercised.
   
  (c)  If
        the
        Maker, at any time while any portion of the principal amount due under this
        Note
        is outstanding, shall distribute to all holders of Common Stock (and not
        to the
        Payee) evidences of its indebtedness or assets or rights or warrants to
        subscribe for or purchase any security, then in each such case the Conversion
        Price shall be determined by multiplying the Conversion Price in effect
        immediately prior to the record date fixed for determination of stockholders
        entitled to receive such distribution by a fraction of which the denominator
        shall be the Per Share Market Value determined as of the record date mentioned
        above, and of which the numerator shall be such Per Share Market Value on
        such
        record date less the then fair market value at such record date of the portion
        of such assets or evidence of indebtedness so distributed applicable to one
        outstanding share of the Common Stock as determined by the Board of Directors
        in
        good faith. In either case, the adjustments shall be described in a statement
        provided to the Payee of the portion of assets or evidences of indebtedness
        so
        distributed or such subscription rights applicable to one share of Common
        Stock.
        Such adjustment shall be made whenever any such distribution is made and
        shall
        become effective immediately after the record date mentioned above.
  (d)  In
        case
        of any reclassification of the Common Stock or any compulsory share exchange
        pursuant to which the Common Stock is converted into other securities, cash
        or
        property, the Payee shall have the right thereafter to, at its option, (A)
        convert the then outstanding principal amount, together with all accrued
        but
        unpaid interest and any other amounts then owing under this Note only into
        the
        shares of stock and other securities, cash and property receivable upon or
        deemed to be held by holders of the Common Stock following such reclassification
        or share exchange, and the Payee shall be entitled upon such event to receive
        such amount of securities, cash or property as the shares of the Common Stock
        of
        the Maker into which the then outstanding principal amount, together with
        all
        accrued but unpaid interest and any other amounts then owing hereunder in
        respect of this Note could have been converted immediately prior to such
        reclassification or share exchange would have been entitled or (B) require
        the
        Maker to prepay the aggregate of its outstanding principal amount under this
        Note, plus all interest accrued and other amounts due and payable thereon,
        at a
        price determined in accordance with Section 6. The entire prepayment price
        shall
        be paid in cash. This provision shall similarly apply to successive
        reclassifications or share exchanges.
  (e)  No
        adjustments in the Conversion Price shall be required if such adjustment
        is less
        than $0.001, provided that any adjustments which by reason of this Section
        are
        not required to be made shall be carried forward and taken into account in
        any
        subsequent adjustment. All calculations under this Section 5 shall be made
        to
        the nearest cent or to the nearest 1/100th of a share, as the case may
        be.
  (f)  Whenever
        the Conversion Price is adjusted pursuant to any of Section 5(a) - (d), the
        Maker shall promptly mail to the Payee a notice setting forth the Conversion
        Price after such adjustment and setting forth a brief statement of the facts
        requiting such adjustment.
  (g)  If
        (A)
        the Maker shall declare a dividend (or any other distribution) on the Common
        Stock; (B) the Maker shall declare a special nonrecurring cash dividend on
        or a
        redemption of the Common Stock; (C) the Maker shall authorize the granting
        to
        all holders of the Common Stock rights or warrants to subscribe for or purchase
        any shares of capital stock of any class or of any rights; (D) the approval
        of
        any stockholders of the Maker shall be required in connection with any
        reclassification of the Common Stock, any consolidation or merger to which
        the
        Maker is a party, any sale or transfer of all or substantially all of the
        assets
        of the Maker, of any compulsory share exchange whereby the Common Stock is
        convened into other securities, cash or property; (E) the Maker shall authorize
        the voluntary or involuntary dissolution, liquidation or winding up of the
        affairs of the Maker; then, in each case, the Maker shall cause to be filed
        at
        each office or agency maintained for the purpose of conversion of the any
        portion of the principal amount and interest outstanding under this Note,
        and
        shall cause to be mailed to the Payee at its last address as it shall appear
        upon the stock books of the Maker, at least 20 calendar days prior to the
        applicable record or effective date hereinafter specified. a notice stating
        (x)
        the date on which a record is to be taken for the purpose of such dividend,
        distribution, redemption, rights or warrants, or if a record is not to be
        taken,
        the date as of which the holders of the Common Stock of record to be entitled
        to
        such dividend, distributions, redemption, rights or warrants are to be
        determined or (y) the date on which such reclassification, consolidation,
        merger, sale, transfer or share exchange is expected to become effective
        or
        close, and the date as of which it is expected that holders of the Common
        Stock
        of record shall be entitled to exchange their shares of the Common Stock
        for
        securities, cash or other property deliverable upon such reclassification,
        consolidation, merger, sale, transfer or share exchange; provided, however,
        that
        the failure to mail such notice or any defect therein or in the mailing thereof
        shall not affect the validity of the corporate action required to be specified
        in such notice.
   
  
  (h)  In
        case
        of any (1) merger or consolidation of the Maker with or into another Person
        that
        would constitute a Change of Control Transaction (as defined in Section 16),
        or
        (2) sale, directly or indirectly, by the Maker of more than one-half of the
        assets of the Maker (on an as valued basis) in one or a series of related
        transactions, or (3) tender or other offer or exchange (whether by the Maker
        or
        another Person) pursuant to which holders of Common Stock are permitted to
        tender or exchange their shares for other securities, stock, cash or property
        of
        the Maker or another Person; then the Payee shall have the right to: (A)
        convert
        the then aggregate amount of principal and interest outstanding under this
        Note
        into the shares of stock and other securities, cash and property receivable
        upon
        or deemed to be held by holders of Common Stock following such merger,
        consolidation or sale, and the Payee shall be entitled upon such event or
        series
        of related events to receive such amount of securities, cash and property
        as the
        shares of Common Stock into which such aggregate amount of principal and
        interest outstanding under this Note could have been convened immediately
        prior
        to such merger, consolidation or sale would have been entitled, (B) in the
        case
        of a merger or consolidation, (x) require the surviving entity to issue shares
        of convertible convertible debt with aggregate principal amount equal to
        the
        then aggregate amount of principal outstanding under this Note, plus all
        accrued
        and unpaid interest and other amounts owing thereon, which convertible debt
        shall have terms identical (including with respect to conversion) to the
        terms
        of this Note and shall be entitled to all of the rights and privileges of
        the
        Payee as set forth herein and the agreements pursuant to which this Note
        was
        issued (including, without limitation, as such rights relate to the acquisition,
        transferability, registration and listing of such shares of stock other
        securities issuable upon conversion thereof), and (y) simultaneously with
        the
        issuance of such convertible debt, shall have the right to convert such debt
        only into shares of stock and other securities, cash and property receivable
        upon or deemed to be held by holders of Common Stock following such merger
        or
        consolidation, or (C) in the event of an exchange or tender offer or other
        transaction contemplated by clause (3) of this Section, tender or exchange
        the
        then outstanding aggregate amount of principal and interest under this Note
        for
        such securities, stock, cash and other property receivable upon or deemed
        to be
        held by holders of Common Stock that have tendered or exchanged their shares
        of
        Common Stock following such tender or exchange, and the Payee shall be entitled
        upon-such exchange or tender to receive such amount of securities, cash and
        property as the shares of Common Stock into which the then outstanding aggregate
        amount of principal and interest under this Note could have been converted
        (taking into account all then accrued and unpaid dividends) immediately prior
        to
        such tender or exchange would have been entitled as would have been issued.
        In
        the case of clause (C), the conversion price applicable for the newly issued
        shares of convertible preferred stock or convertible debentures shall be
        based
        upon the amount of securities, cash and property that each share of Common
        Stock
        would receive in such transaction and the Conversion Price in effect immediately
        prior to the effectiveness or closing date for such transaction. The terms
        of
        any such merger, sale, consolidation, tender or exchange shall include such
        terms so as to continue to give the Payee the right to receive the securities,
        cash and property set forth in this Section upon any conversion or redemption
        following such event. This provision shall similarly apply to successive
        such
        events.
   
   (i)  The
        Maker
        covenants that it will at all times reserve and keep available out of its
        authorized and unissued shares of Common Stock solely for the purpose of
        issuance upon conversion of the outstanding aggregate amount of principal
        and
        interest under this Note as herein provided, free from preemptive rights
        or any
        other actual or contingent purchase rights of persons other than the Payee,
        not
        less than such number of shares of the Common Stock as shall (subject to
        any
        additional requirements of the Maker as to reservation of such shares set
        forth
        in the Loan Agreement) be issuable (taking into account the adjustments and
        restrictions of Section 5) upon the conversion of the outstanding amount
        of
        principal and interest under this Note. The Maker covenants that all shares
        of
        Common Stock that shall be so issuable shall, upon issuance, be duly authorized,
        validly issued and fully paid, nonassessable and, if the Underlying Shares
        Registration Statement (as defined in Section 16) pursuant to which the Payee
        may resell all of the Shares issuable pursuant to the terms hereof has been
        declared effective under the Securities Act, registered for public sale in
        accordance with such Underlying Shares Registration Statement.
  (j)  Upon
        a
        conversion hereunder the Maker shall not be required to issue stock certificates
        representing fractions of shares of the Common Stock, but may if otherwise
        permitted, make a cash payment in respect of any final fraction of a share
        based
        on the Per Share Market Value at such time. If the Maker elects not, or is
        unable, to make such a cash payment, the Payee shall be entitled to receive,
        in
        lieu of the final fraction of a share, one whole share of Common
        Stock.
  (k)  The
        issuance of certificates for shares of the Common Stock on conversion of
        the
        principal amount and interest outstanding under this Note shall be made without
        charge to the Payee for any documentary stamp or similar taxes that may be
        payable in respect of the issue or delivery of such certificate.
  
  
  6.  Mandatory
        Prepayment Upon Triggering Events .
  (a)  Upon
        the
        occurrence of a Triggering Event (as defined below), the Payee shall have
        the
        right (in addition to all other rights it may have hereunder under any
        Transaction Document or under applicable law), exercisable at the sole option
        of
        the Payee, to require the Maker to prepay all or a portion of the outstanding
        principal amount of this Note plus all accrued and unpaid interest thereon
        for a
        prepayment price, in cash, equal to the sum of (i) the Mandatory Prepayment
        Price plus (ii) the product of (A) the number of Shares issued in respect
        of
        conversion hereunder prior to the date of the Triggering Event and then held
        by
        the Payee and (B) the closing sales price of the Common Stock on the date
        such
        prepayment is demanded or the date the prepayment price hereunder is paid
        in
        full, whichever is greater (such sum, the “Aggregate Prepayment Amount”). The
        Aggregate Prepayment Amount shall be due and payable within five (5) Trading
        Days of the date on which the notice for the payment therefor is provided
        by the
        Payee. If the Maker fails to pay the Aggregate Prepayment Amount hereunder
        in
        full pursuant to this Section on the date such amount is due in accordance
        with
        this Section, the Maker will pay interest thereon at a rate of 17% per annum
        (or
        such lesser amount permitted by applicable law), accruing daily from such
        date
        until the Aggregate Prepayment Amount, plus all such interest thereon, is
        paid
        in full.
  (b)  A
        “Triggering Event” means any one or more of the following events (whatever the
        reason and whether it shall be voluntary or involuntary, or effected by
        operation of law or pursuant to any judgment, decree or order of any court,
        or
        any order, rule, or regulation of any administrative or governmental
        body):
  (i)  any
        default in the payment of the principal or interest on or other payments
        owing
        in respect of this Note, free of any claim of subordination, as and when
        the
        same shall become due and payable (whether on a Conversion Date, the Maturity
        Date, by acceleration or otherwise);
  (ii)  the
        Maker
        shall default in any of its obligations under any mortgage, credit agreement,
        or
        other facility, indenture agreement, factoring agreement or other instrument
        under which there may be issued, or by which there may be secured or evidenced
        any indebtedness for borrowed money or money due under any long term leasing
        or
        factoring arrangement of the Maker in an amount exceeding fifty thousand
        dollars
        ($50,000), whether such indebtedness now exists or shall hereafter be created
        and such default shall result in such indebtedness becoming or being declared
        due and payable prior to the date on which it would otherwise become due
        and
        payable;
  (iii)  if,
        during the Effectiveness Period (as defined in the Registration Rights
        Agreement), the effectiveness of an Underlying Shares Registration Statement
        lapses for any reason for more than an aggregate of five (5) Trading Days
        (which
        need not be consecutive Trading Days), or the Payee shall not be permitted
        to
        resell Registrable Securities (as defined in the Registration Rights Agreement)
        under an Underlying Shares Registration Statement for more than an aggregate
        of
        five (5) Trading Days (which need not be consecutive Trading Days);
  (iv)  the
        Maker
        shall fail for any reason to deliver certificates or an Endorsement to the
        Payee
        prior to the twelfth (12th) day after a Conversion Date pursuant to and in
        accordance with Section 4(a) or the Maker shall provide notice to the Payee,
        including by way of public announcement, at any time, of its intention not
        to
        comply with requests for conversions of any or all of the outstanding amount
        of
        principal and interest under this Note in accordance with the terms
        hereof;
  (v)  the
        Maker
        shall fail for any reason to deliver the payment in cash pursuant to a Buy-In
        (as defined herein) within seven (7) days after notice is deemed delivered
        hereunder;
   
  
  (vi)  the
        failure of the Common Stock to be eligible for trading on the OTC Bulletin
        Board
        or listed for trading on a Subsequent Market or the suspension of the Common
        Stock from trading on the OTC Bulletin Board or a Subsequent Market, in either
        case, for more than ten (10) calendar days (which need not be consecutive
        days);
  (vii)  the
        Maker
        shall be a party to any Change of Control Transaction. shall agree to sell
        or
        dispose of all or in excess of 33% of its assets in one or more transactions
        (whether or not such sale would constitute a Change of Control Transaction),
        or
        shall redeem or repurchase more than a de minimis number of shares of Common
        Stock or other equity securities of the Maker (other than redemptions of
        Shares);
  (viii)  the
        Maker
        or any of its subsidiaries shall commence or there shall be commenced against
        the Maker or any such subsidiary. a case under any applicable bankruptcy
        or
        insolvency laws as now or hereafter in effect or any successor thereto, or
        the
        Maker commences any other proceeding under any reorganization, arrangement,
        adjustment of debt, relief of debtors, dissolution, insolvency or liquidation
        or
        similar law of any jurisdiction whether now or hereafter in effect relating
        to
        the Maker or any subsidiary thereof or there is commenced against the Maker
        or
        any subsidiary thereof any such bankruptcy, insolvency or other proceeding
        which
        remains undismissed for a period of 60 days; or the Maker or any subsidiary.
        thereof is adjudicated insolvent or bankrupt; or any order of relief or other
        order approving any such case or proceeding is entered; or the Maker or any
        subsidiary thereof suffers any appointment of any custodian or the like for
        it
        or any substantial part of its property which continues undischarged or unstayed
        for a period of 60 days; or the Maker or any subsidiary thereof makes a general
        assignment for the benefit of creditors; or the Maker shall fail to pay,
        or
        shall state that it is unable to pay, or shall be unable to pay, its debts
        generally as they become due; or the Maker or any subsidiary thereof shall
        call
        a meeting of its creditors with a view to arranging a composition, adjustment
        or
        restructuring of its debts; or the Maker or any subsidiary thereof shall
        by any
        act or failure to act indicate its consent to, approval of or acquiescence
        in
        any of the foregoing; or any corporate or other action is taken by the Maker
        or
        any subsidiary thereof for the purpose of effecting any of the
        foregoing;
  (ix)  the
        Maker
        or any Subsidiary shall fail to observe or perform any other covenant, agreement
        or warranty contained in, or otherwise commit any breach of, any Transaction
        Document, and such failure or breach shall not, if subject to the possibility
        of
        a cure by the Maker or such Subsidiary, have been remedied within five (5)
        days
        after the date on which notice of such failure or breach shall have been
        given;
  (x)  the
        Secured Party shall determine that the obligations under this Note are no
        longer
        adequately secured by the Security Agreements and additional or other security
        therefor shall not be satisfactorily provided to or for the benefit of the
        Secured Party.
  7.  Secured
        Obligation .
        The
        obligations under this Note are secured pursuant to the Security Agreements
        (as
        defined in Section 16).
   
  8.  No
        Waiver of Payee’s Rights, etc .
        All
        payments of principal and interest shall be made without setoff, deduction
        or
        counterclaim. No delay or failure on the part of the Payee in exercising
        any of
        its options, powers, or rights, nor any partial or single exercise of its
        options, powers or rights shall constitute a waiver thereof or of any other
        option, power or right, and no waiver on the part of the Payee of any of
        its
        options, powers or rights shall constitute a waiver of any other option,
        power
        or right. The Maker hereby waives presentment of payment, protest, and notices
        or demands in connection with the delivery, acceptance, performance, default
        or
        endorsement of this Note. Acceptance by the Payee of less than the full amount
        due and payable hereunder shall in no way limit the right of the Payee to
        require full payment of all sums due and payable hereunder in accordance
        with
        the terms hereof.
  9.  Modifications .
        No term
        or provision contained herein may be modified, amended or waived except by
        written agreement or consent signed by the party to be bound
        thereby.
  10.  Cumulative
        Rights and Remedies: Usury .
        The
        rights and remedies of the Payee expressed herein are cumulative and not
        exclusive of any rights and remedies otherwise available. If it shall be
        found
        that any interest outstanding hereunder shall violate applicable laws governing
        usury, the applicable rate of interest outstanding hereunder shall be reduced
        to
        the maximum permitted rate of interest under such law.
  11.  Collection
        Expenses .
        If this
        obligation is placed in the hands of an attorney for collection after default,
        and provided the Payee prevails on the merits in respect to its claim of
        default, the Maker shall pay (and shall indemnify and hold harmless the Payee
        from and against), all reasonable attorneys’ fees and expenses incurred by the
        Payee in pursuing collection of this Note.
  12.  Successors
        and Assigns .
        This
        Note shall be binding upon the Maker and its successors and shall inure to
        the
        benefit of the Payee and its successors and assigns. The term “Payee” as used
        herein, shall also include any endorsee, assignee or other holder of this
        Note.
  13.  Lost
        or Stolen Promissory Note .
        If this
        Note is lost, stolen, mutilated or otherwise destroyed, the Maker shall execute
        and deliver to the Payee a new promissory note containing the same terms,
        and in
        the same form, as this Note. In such event, the Maker may require the Payee
        to
        deliver to the Maker an affidavit of lost instrument and customary indemnity
        in
        respect thereof as a condition to the delivery of any such new promissory
        note.
  14.  Due
        Authorization .
        This
        Note has been duly authorized, executed and delivered by the Maker and is
        the
        legal obligation of the Maker, enforceable against the Maker in accordance
        with
        its terms.
  15.  Governing
        Law .
        This
        Note shall be governed by and construed and enforced in accordance with the
        internal laws of the State of New York without regard to the principles of
        conflicts of law thereof. Each party hereby irrevocably submits to the exclusive
        jurisdiction of the state and federal courts sitting in the County of New
        York,
        for the adjudication of any dispute hereunder or in connection herewith or
        with
        any transaction contemplated hereby or discussed herein, and hereby irrevocably
        waives, and agrees not to assert in any suit, action or proceeding, any claim
        that it is not personally subject to the jurisdiction of any such court,
        that
        such suit, action or proceeding is improper. Each party hereby irrevocably
        waives personal service of process and consents to process being served in
        any
        such suit, action or proceeding by mailing a copy thereof to such party at
        the
        address in effect for notices to it under this Note and agrees that such
        service
        shall constitute good and sufficient service of process and notice thereof.
        Nothing contained herein shall be deemed to limit in any way any right to
        serve
        process in any manner permitted by law.
   
  16.  Definitions .
        For the
        purposes hereof, the following terms shall have the following meanings:
  “ Business
        Day ”
means
        any day except Saturday, Sunday and any day which shall be a legal holiday
        or a
        day on which banking institutions in the State of New York are authorized
        or
        required by law or other government action to close.
 
 “ Change
        of Control Transaction ”
means
        the occurrence of any of (i) an acquisition after the date hereof by an
        individual or legal entity or “group” (as described in Rule 13d-5(b)(1)
        promulgated under the Exchange Act) of in excess of 33% of the voting securities
        of the Maker, (ii) a replacement of more than one-half of the members of
        the
        Maker’s board of directors which is not approved by those individuals who are
        members of the board of directors on the date hereof in one or a series of
        related transactions, (iii) the merger of the Maker with or into another
        entity,
        the direct or indirect consolidation or sale of all or substantially all
        of the
        assets of the Maker in one or a series of related transactions, unless following
        such transaction, the holders of the Maker’s securities continue to hold at
        least 66% of such securities following such transaction, or (iv) the execution
        by the Maker of an agreement to which the Maker is a party or by which it
        is
        bound, providing for any of the events set forth above in (i), (ii) or
        (iii).
 
 “ Conversion
        Price ”
shall
        be the lower of (a) $0.05 per Share, and (b) 70% of the average of the Per
        Share
        Market Values during the three (3) Trading Days immediately preceding a
        Conversion Date; provided, however, that the Conversion Price shall not be
        lower
        than $0.01 per Share (subject to adjustment pursuant to Section 5
        hereof).
 
 “ Exchange
        Act ”
means
        the Securities Exchange Act of 1934, as amended.
 
 “ Loan
        Agreement ”
means
        the Loan Agreement between the Maker and the Payee and other Investors (as
        defined in the Loan Agreement), dated the date hereof, as amended, modified
        or
        supplemented from time to time in accordance with its terms.
 
 “ Mandatory
        Prepayment Price ”
for
        any
        portion of this Note shall equal the sum of (i) the greater of (A) 130% of
        the
        principal amount of this Note to be prepaid, plus all accrued and unpaid
        interest thereon, and (B) the principal amount of this Note to be prepaid,
        plus
        all accrued and unpaid interest thereon, divided by the Conversion Price
        on (x)
        the date the Mandatory Prepayment Price is demanded or otherwise due or (y)
        the
        date the Mandatory Prepayment Price is paid in full, whichever is less,
        multiplied by the Per Share Market Value on (x) the date the Mandatory
        Prepayment Price is demanded or otherwise due or (y) the date the Mandatory
        Prepayment Price is paid in full, whichever is greater, and (ii) all costs,
        expenses, liquidated damages and other amounts due in respect of this
        Note.
 
   
  “ Per
        Share Market Value ”
means
        on any particular date (a) the closing bid price per share of Common Stock
        on
        such date on the OTC Bulletin Board or on such Subsequent Market on which
        the
        shares of Common Stock are then listed or quoted, or if there is no such
        price
        on such date, then the closing bid price on the OTC Bulletin Board or on
        such
        Subsequent Market on the date nearest preceding such date, or (b) if the
        shares
        of Common Stock are not then listed or quoted on the OTC Bulletin Board or
        a
        Subsequent Market, the closing bid price for a share of Common Stock in the
        over-the-counter market, as reported by the National Quotation Bureau
        Incorporated or similar organization or agency succeeding to its functions
        of
        reporting prices) at the close of business on such date, or (c) if the shares
        of
        Common Stock are not then reported by the National Quotation Bureau Incorporated
        (or similar organization or agency succeeding to its functions of reporting
        prices), then the average of the “Pink Sheet” quotes for the relevant conversion
        period, as determined in good faith by the Payee.
 
 “ Person ”
means
        a
        corporation, an association, a partnership, a limited liability company,
        an
        organization, a business, an individual, a government or political subdivision
        thereof or a governmental agency.
 
 “ Securities
        Act ”
means
        the Securities Act of 1933, as amended.
 
 “ Security
        Agreements ”
means
        collectively (i) the Security Agreement, dated as of the date hereof, between
        the Maker, the Subsidiaries, and the Investors, as amended modified or
        supplemented from time to time in accordance with its terms, (ii) the
        Intellectual Property Security Agreement, dated as of the date hereof, between
        the Maker, the Subsidiaries, and the Investors, as amended modified or
        supplemented from time to time in accordance with its terms and (iii) the
        Stock
        Pledge Agreement, dated as of the date hereof, between the Maker and the
        Investors.
 
 “ Subsequent
        Market ”
means
        the New York Stock Exchange, American Stock Exchange, Nasdaq SmallCap Market
        or
        Nasdaq National Market.
 
 “ Subsidiary ”
means
        any subsidiary (as defined in the Loan Agreement) of the Company.
  “ Trading
        Day ”
means
        (a) a day on which the shares of Common Stock are traded on such Subsequent
        Market on which the shares of Common Stock are then listed or quoted, or
        (b) if
        the shares of Common Stock are not listed on a Subsequent Market. a day on
        which
        the shares of Common Stock are traded in the over-the-counter market, as
        reported by the OTC Bulletin Board, or (c) if the shares of Common Stock
        are not
        quoted on the OTC Bulletin Board, a day on which the shares of Common Stock
        are
        quoted in the over-the-counter market as reported by the National Quotation
        Bureau Incorporated (or any similar organization or agency succeeding its
        functions of reporting prices); provided, however. that in the event that
        the
        shares of Common Stock are not listed or quoted as set forth in (a), (b)
        and (c)
        hereof, then Trading Day shall mean any day except Saturday, Sunday and any
        day
        which shall be a legal holiday or a day on which banking institutions in
        the
        State of New York are authorized or required by law or other government action
        to close.
 
 “ Transaction
        Documents ”
shall
        have the meaning ascribed in the Loan Agreement.
 
 “ Underlying
        Shares Registration Statement ”
means,
        collectively, one or more registration statements meeting the requirements
        set
        forth in the Registration Rights Agreement, covenanting, among other things,
        the
        resale of the Shares and naming the Payee as a “selling stockholder”
thereunder.
  
  
 
 IN
        WITNESS WHEREOF, the Maker has caused this Secured Convertible Promissory.
        Note
        to be duly executed and delivered as of the date first set forth
        above.
   BIO SOLUTIONS MANUFACTURING,
                INC.By:/s/
                David S. BennettName: David S. BennettTitle:
                President
   
  **EXHIBIT
        A**
  **NOTICE
        OF CONVERSION**
  Dated:
  The
        undersigned hereby elects to convert the principal amount and interest indicated
        below of the attached Secured Convertible Promissory Note into shares of
        common
        stock, $0.001 par value (the “Common Stock”), of Bio Solutions Manufacturing,
        Inc., according to the conditions hereof, as of the date written below. No
        fee
        will be charged to the holder for any conversion.
  Exchange
        calculations:
 
 Date
        to
        Effect Conversion: ___________________________________________
  Principal
        Amount and Interest of
 Secured
        Convertible Note to be Converted: ______________________________
 
 Number
        of
        shares of Common Stock to be Issued: ________________________
 
  Applicable
        Conversion Price:_________________________________________
  Signature:
        ________________________________________________________
  Name:___________________________________________________________
  Address:
        _________________________________________________________
  
  
   
  **EXHIBIT
        B**
 
 **LOAN
        SCHEDULE**
 
 Secured
        Convertible Promissory Note Issued by Bio Solutions Manufacturing,
        Inc.
 
 Amended
        and Restated (Effective Date): November 29, 2006
 
 SCHEDULE
 OF
 ADVANCES,
        CONVERSIONS, AND PAYMENTS OF PRINCIPAL
  Date
                  of Advance/Conversion
              Amount
                  of Advance/Conversion
              Total
                  Amount Due Subsequent to Advance/Conversion