**SETTLEMENT
      AGREEMENT AND GENERAL RELEASE**




This
      Settlement Agreement and General Release ("Agreement") is made and entered
      into
      on this the ______ day of October, 2007, by, between and among the following
      parties: Wayne Wade a/k/a N. Wayne Wade (“Wade”), Bio Solutions Manufacturing,
      Inc. (“BSLM”), Bio Solutions Production, Inc. (“BSP”), Louis H. Elwell III
      (“Elwell”), Bio Solutions Franchise Corp. (“BSFC”), Innovative Industries, LLC
      (“Innovative”) , BioSolutions of Louisiana, LLC (“BSL”), Environmental Services
      of Mississippi, LLC (“ESM”), Wade’s Farm, LLC (“WFL”), Sabrina Baio (“Baio”),
      Amanda Best (“Best”), David S. Bennett (“Bennett”), Patricia M. Spreitzer
      (“Spreitzer”), and Tarun Mendiratta (“Mendiratta”), hereinafter collectively
      referred to as the "Parties". BSLM, BSP, Bennett, and Spreitzer are collectively
      defined as the “BSLM Parties”. Wade, Elwell, BSFC, Innovative, BSL, ESM, WFL,
      Baio and Best are collectively defined as the “BSFC Parties”. The Parties hereby
      agree as follows:




WHEREAS,
      on June 8, 2007, Wade initiated an action against BSLM in the United States
      District Court for the Southern District of Mississippi, Hattiesburg Division
      (the “Court”), Civil Action No. 2:07cv000118-KS-MTP in which the Parties
      subsequently raised numerous, counterclaims, cross claims and third party claims
      against each other (the "Action"); and




WHEREAS,
      on July 30, 2007, BSLM filed its Answer and Counterclaim against Wade, and
      together with BSP, asserted claims against the BSFC Parties in this Action;
      and




WHEREAS,
      on September 14, 2007, the BSFC Parties filed an Answer to Counterclaim, Reply
      to Defendants’ Affirmative Defenses, Counterdefendants’ Affirmative Defenses,
      Counterclaim and Third Party Complaint against the BSLM Parties and Mendiratta;
      and









WHEREAS,
      the Parties wish to settle and compromise this controversy due to the cost
      and
      uncertainty of protracted litigation.




THEREFORE,
      and in consideration of the covenants and promises set forth herein, the Parties
      hereby covenant and agree as follows:




1.  BSFC
      Parties will purchase and/or acquire the following from the BSLM
      Parties:




(a)
            the
                BSLM Parties’ equipment located at 1161 James Street in Hattiesburg,
                Mississippi, pursuant to a Bill of Sale in the form attached hereto
                as
                Exhibit 1,


(b)
            a
                perpetual, royalty-free license granted to BSFC by BSP to manufacture,
                use
                and sell the Formulations-based products, pursuant to a License Agreement
                in the form attached hereto as Exhibit
                2


(c)
            the
                procurement of Peter Chapin’s transfer of 100,000 shares of BSFC common
                stock held by Peter Chapin pursuant to Section 6 hereof;


(d)
            The
                procurement of Peter Chapin’s waiver/cancellation of his right to receive
                an additional 100,000 shares of BSFC common stock pursuant to Section
                6
                hereof;


(e)
            The
                guarantee of BSLM set forth in Section 7 hereof;


(f)
            Acknowledgement
                of release, accord, and satisfaction of all BSFC parties’ debts claimed by
                the BSLM Parties and Mendiratta;
                and


(g)
            The
                releases of the BSLM Parties set forth in Section 15 hereof.




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          2 -




In
      consideration for the foregoing, the BSLM Parties shall receive the
      following:




(a)
            8,826,809
                shares of BSLM common stock held by BSFC and Innovative, represented
                by
                stock certificates No. 10135, 10158, and 10178, which certificates
                shall
                be delivered to BSLM, duly endorsed or delivered with blank stock
                powers
                appropriately executed, and in either case signature medallion guaranteed,
                in the name of BSLM, within sixty (60) days from the date of this
                Agreement;


(b)
            The
                books and records set forth in Section 2
                below;


(c)
            Acknowledgement
                of release, accord, and satisfaction of all BSLM parties’ and Mendiratta’s
                debts claimed by the BSFC Parties;
                and


(d)
            The
                releases of the BSFC Parties set forth in Section 16
                hereof




2.  Concurrently
      with the execution of this Agreement, the BSFC Parties will return to the BSLM
      Parties all of the BSLM Parties’ and Bio-Extraction Services, Inc.’s books and
      records in their possession, custody, or control, including the Formulations,
      to
      the extent not already provided. In furtherance thereof, each BSFC Party shall
      execute and deliver to the BSLM Parties a certification of compliance in the
      form attached hereto as Exhibit 3.




3.  The
      BSFC
      Parties may continue to make Formulations-based products royalty-free pursuant
      to the License Agreement.




4.  The
      BSLM
      Parties are the owners of the Formulations described in the Asset Purchase
      Agreement, and may continue to manufacture, sell and market their own
      products.




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          3 -




5.  All
      agreements between the BSFC Parties, on the one hand, and the BSLM Parties,
      on
      the other hand, dated before October 4, 2007 and specifically excepting those
      referenced in Exhibit “1” though “6” hereto, are cancelled, terminated, and held
      for naught, and are of no further force or effect.




6.  Peter
      Chapin will transfer the outstanding 100,000 BSFC shares owned by him to BSFC’s
      designee within thirty days of the date of this Agreement and will cancel the
      outstanding BSFC stock option he owns for an additional 100,000 shares pursuant
      to a Waiver of Right to Receive Stock in the form attached hereto as Exhibit
      4.




7.  In
      addition, Peter Chapin will sell the 200,000 BSLM shares owned by him in the
      market and remit the proceeds to BSFC’s designee, said proceeds to equal
      $25,000.00 to be paid within thirty days of the date of this Agreement, pursuant
      to a limited recourse promissory note in the form attached hereto as Exhibit
      5.
      BSLM will guarantee payment of this note pursuant to a Guarantee in the form
      attached hereto as Exhibit 6.




8.  The
      Parties will issue a global retraction of the allegations made against each
      other as follows:





(a)
            BSLM
                will issue a press release in substantially the form attached hereto
                as
                Exhibit “7” to be released on a Monday through Thursday, before market
                opening time, on a day which is not a legal holiday, and within one
                business day of the filing of the dismissal referenced in paragraph
                9.





(b)
            BSLM
                will file with the SEC an amended SB-2 in October 2007, an amended
                10-Q
                for the July 31,2007
                quarter, an 8-K (with a copy of the approved form of the press release
                attached) within ten business days of signing the Settlement Agreement,
                and 10-K in January 2008, the terms of all of which reports and/or
                registration statements shall be specifically approved by BSFC’s
                representatives only as to their conformity with terms of this Agreement.
                Such approval may not be unreasonably
                withheld.




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9.  The
      Action pending in the Southern District of Mississippi, Hattiesburg Division,
      Cause Number 2:07cv00118-KS-MTP shall be dismissed with prejudice as to all
      parties.




10.  The
      Parties acknowledge that in consideration of the foregoing, BSFC is receiving
      the following consideration:





a.
            All
                equipment, raw materials, inventory and work in process currently
                on
                Innovative Industries premises in Hattiesburg,
                Mississippi;





b.
            Perpetual
                license as set forth above;





c.
            BSFC
                stock, and right to receive BSFC stock, held in the name
                of;





d.
            $25,000.00;





e.
            Acknowledgement
                of release, accord, and satisfaction of all BSFC parties’ debts claimed by
                the BSLM Parties and Mendiratta;
                and





f.
            A
                general release of all claims in the Action and
                otherwise.





11.  The
      Parties acknowledge that in consideration of the foregoing, BSLM is receiving
      the following consideration:





a.
            8,826,809
                shares of BSLM stock as stated above valued at 12.5 cents per share
                as of
                October 4, 2007;





b.
            Exclusive
                marketing rights presently owned by BSFC to BSLM’s cleaning and bacteria
                products;





c.
            Acknowledgement
                of release, accord, and satisfaction of all BSLM parties’ and Mendiratta’s
                debts claimed by the BSFC Parties; and





d.
            A
                general release of all claims in the Action and
                otherwise.




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          5 -




12.  The
      Parties agree to consult in good faith with each other on any tax asset
      valuation issues relating to the settlement.




13.  The
      Parties shall execute all necessary documents to effectuate paragraphs 1 through
      12 of this Agreement in substantially the form attached hereto as Exhibits
      "1
      through “7”.




14.  The
      Parties shall execute the Stipulations for Entry of Judgment as to Defendants
      BSFC and Innovative in the form attached hereto as Exhibit 8 and Exhibit 9.
      The
      Parties agree that the BSLM Parties may submit the Stipulations for Entry of
      Judgment to the Court for Entry of Judgment at any time after sixty days from
      the date of this Agreement if the BSLM Parties have not received the 8,826,809
      shares of BSLM common stock as referenced in Section 1 hereto on or before
      such
      date. The Stipulations for Entry of Judgment shall not be filed with the Court
      unless the BSLM Parties have not received the 8,826,809 shares of BSLM common
      stock as referenced in Section 1 hereto on or before sixty days from the date
      of
      this Agreement.




15.  Except
      as
      to any breach of this Agreement or the License Agreement, Mendiratta, for
      himself and only himself, and the BSLM Parties, for themselves and for the
      BSLM
      Parties’ respective legal representatives, attorneys, successors, heirs,
      assigns, beneficiaries, executors, trustees, conservators, partners, employees,
      agents, principals, insurers, associated or affiliated entities and any and
      all
      other persons, firms, partnerships, associations, organizations and/or
      corporations, predecessors-in-interest, successors-in-interest, or any other
      entity into which any of these may be merged or consolidated whatsoever , and
      whomsoever may claim by, under or through them, and all persons acting by,
      through, under or in concert with any of them hereby fully, completely,
      irrevocably, and unconditionally forever release, remise, acquit, and discharge
      the BSFC Parties, and all of their respective legal representatives, successors,
      assigns, employees, partners, agents, principals, attorneys, parent
      corporations, subsidiaries, divisions, stockholders, officers, directors,
      affiliates, associated and/or affiliated companies, assigns, predecessors,
      and
      successors from and against any and all claims, debts, demands, liabilities,
      obligations, actions, losses, costs, promises, covenants, agreements, contracts,
      endorsements, bonds, controversies, suits, actions, causes of action,
      misrepresentations, defamatory statements, tortuous conduct, acts or omissions,
      rights, obligations, liabilities, judgments, damages, expenses, attorneys'
      fees,
      claims, counterclaims, cross-claims, or demands, in law or equity, asserted
      or
      unasserted, express or implied, foreseen or unforeseen, real or imaginary,
      alleged or actual, suspected or unsuspected, known or unknown, liquidated or
      non-liquidated, of any and every kind or nature or description whatsoever,
      anticipated or unanticipated, vested or contingent, accrued or hereafter to
      accrue that arise out of or are in any way related to the matters addressed
      either explicitly or implicitly in the Action.




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          6 -




16.  Except
      as
      to any breach of this Agreement, the License Agreement, or the Guarantee, the
      BSFC Parties for themselves and their respective legal representatives,
      attorneys, successors, heirs, assigns, beneficiaries, executors, trustees,
      conservators, partners, employees, agents, principals, insurers, associated
      or
      affiliated entities and any and all other persons, firms, partnerships,
      associations, organizations and/or corporations, predecessors-in-interest,
      successors-in-interest, or any other entity into which any of these may be
      merged or consolidated whatsoever , and whomsoever may claim by, under or
      through them, and all persons acting by, through, under or in concert with
      any
      of them hereby fully, completely, irrevocably, and unconditionally forever
      release, remise, acquit, and discharge Mendiratta, for himself and only himself,
      and the BSLM Parties, and the BSLM Parties’ respective legal representatives,
      successors, assigns, employees, partners, agents, principals, attorneys, parent
      corporations, subsidiaries, divisions, stockholders, officers, directors,
      affiliates, associated and/or affiliated companies, assigns, predecessors,
      and
      successors from and against any and all claims, debts, demands, liabilities,
      obligations, actions, losses, costs, promises, covenants, agreements, contracts,
      endorsements, bonds, controversies, suits, actions, causes of action,
      misrepresentations, defamatory statements, tortuous conduct, acts or omissions,
      rights, obligations, liabilities, judgments, damages, expenses, attorneys'
      fees,
      claims, counterclaims, cross-claims, or demands, in law or equity, asserted
      or
      unasserted, express or implied, foreseen or unforeseen, real or imaginary,
      alleged or actual, suspected or unsuspected, known or unknown, liquidated or
      non-liquidated, of any and every kind or nature or description whatsoever,
      anticipated or unanticipated, vested or contingent, accrued or hereafter to
      accrue that arise out of or are in any way related to the matters addressed
      either explicitly or implicitly in the Action.




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          7 -




17.  Each
      Party acknowledges and understands that hereafter it may discover or appreciate
      claims, facts, issues, or concerns in addition to or different from those that
      it now knows or believes to exist with respect to the subject matter of this
      Agreement that, if known or suspected at the time of execution of this
      Agreement, might have materially affected the settlement embodied herein. Each
      Party nevertheless agrees that it has taken that possibility into account and
      that it is the intention of each Party to fully, finally and forever settle
      and
      release the matters, disputes and differences, now known or unknown, suspected
      or unsuspected, arising out of or in any way relating to the matters released
      pursuant Paragraphs 15 and 16 of this Agreement , and that the general releases
      and waivers described in Paragraphs 15 and 16 above apply to any such additional
      or different claims, facts, issues, or concerns.




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          8 -




18.  In
      executing and delivering this Agreement, the Parties rely wholly upon their
      own
      judgment, knowledge, and belief as to the nature, extent, and duration of the
      injuries, loss and damage which they may have suffered or sustained, or may
      sustain in the future, if any, and as to the questions of liability involved.
      All Parties herein expressly represent and agree that they have had the benefit
      of counsel of their own choosing, said counsel having indicated approval of
      this
      Agreement by affixing their respective signatures hereto.




19.  The
      Parties further covenant and agree that no representations, statements,
      covenants, promises, warranties or agreements not expressly set forth herein
      or
      the exhibits hereto have been made or relied upon by any Party to the other
      or
      by any Party's representative to the other, that this Agreement and the exhibits
      hereto contain the entire agreement between and among the Parties in all
      particulars, and that the Parties enter this Agreement voluntarily.




20.  This
      Agreement may be executed in multiple counterparts, with the total parts
      comprising the Agreement.




21.  Should
      it
      develop that there are any errors, mistakes or omissions in this Agreement,
      whether mutual or unilateral, which cause the releases or other covenants set
      forth herein to be defective or less than complete, the Parties will execute
      any
      and all supplemental instruments and do any and all things necessary to
      effectuate a final, complete and effective release and Agreement as set forth
      herein.




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          9 -




22.  The
      Parties represent and warrant that they have the sole right and exclusive
      authority to execute this Agreement and that they have not sold, assigned,
      transferred, conveyed or otherwise disposed of all or any part of any such
      claims, debts, demands, liabilities, obligations, actions, causes of action,
      suits, damages, attorneys' fees, costs and/or expenses arising from the matters
      addressed either explicitly or implicitly by the Action.




23.  This
      Agreement shall be deemed to be entered into in the State of Mississippi.




24.  In
      the
      event any Party to this Agreement must pursue enforcement of the terms hereof
      and prevails, the breaching Party hereby agrees to pay the nonbreaching Party's
      costs and reasonable attorneys' fees in full.




25.  Each
      Party shall bear its own attorney’s fees, costs and expenses, and consultants,
      advisors and experts’ fees, costs and expenses, arising or relating to the
      Action and the negotiation, execution and delivery of this Agreement and the
      exhibits hereto.




26.  In
      the
      event that any portion of the consideration for this Agreement should be set
      aside by any court of competent jurisdiction in any state or federal proceeding
      for any reason, the Parties agree that they shall have all of their respective
      rights against each other that they had prior to execution of this
      Agreement.


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          10 -


WITNESS
      OUR SIGNATURES, the ______ day of ________________, 2007.




BIO
                  SOLUTIONS MANUFACTURING, INC.N.
                  WAYNE WADEBy:Its:BIO
                  SOLUTIONS PRODUCTION, INC.LOUIS
                    H. ELWELL IIIBy:Its:BIO
                  SOLUTIONS FRANCHISE CORP.SABRINA
                  BAIOBy:Its:INNOVATIVE
                  INDUSTRIES, LLCAMANDA
                  BESTBy:Its:ENVIRONMENTAL
                  SERVICES OFMISSISSIPPI,
                  LLC
              
              PATRICIA
                  M. SPREITZERBy:Its:BIO-SOLUTIONS
                  OF LOUISIANA, LLCDAVID
                  S. BENNETTBy:Its:




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          11 -




WADE’S
                  FARM, LLCTARUN
                  MENDIRATTABy:Its:






APPROVED:







KRISTINA
      M. JOHNSON, Counsel for


Bio
      Solutions Manufacturing, Inc., Bio Solutions


Production,
      Inc., Dave Bennett and Pat Spreitzer







F.
      DOUGLAS MONTAGUE III, Counsel for


Wayne
      Wade, Louis H. Elwell III, Bio Solutions


Franchise
      Corp., Innovative Industries, LLC,


BioSolutions
      of Louisiana, LLC, Environmental


Services
      of Mississippi, LLC, Wade’s Farm, LLC,


Sabrina
      Baio and Amanda Best




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STATE
      OF
      _______________




COUNTY
      OF
      _______________




Personally
      appeared before me, the undersigned authority in and for the said county and
      state, on this _______ day of October, 2007, within my jurisdiction, the within
      named ____________________________ before me, who acknowledged that (s)he is
      ____________________________ of BIO SOLUTIONS MANUFACTURING, INC., a New York
      corporation, and that for and on behalf of said corporation, and as its act
      and
      deed, executed the above and foregoing instrument after first having been duly
      authorized by said corporation to do so.




_____________________________________


NOTARY
      PUBLIC




My
      Commission Expires:




______________________




(Affix
      official seal)


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          13 -


STATE
      OF
      _______________




COUNTY
      OF
      _______________




Personally
      appeared before me, the undersigned authority in and for the said county and
      state, on this _______ day of October, 2007, within my jurisdiction, the within
      named ____________________________ before me, who acknowledged that (s)he is
      ____________________________ of BIO SOLUTIONS PRODUCTION, INC., a Nevada
      corporation, and that for and on behalf of said corporation, and as its act
      and
      deed, executed the above and foregoing instrument after first having been duly
      authorized by said corporation to do so.




_____________________________________


NOTARY
      PUBLIC




My
      Commission Expires:




______________________




(Affix
      official seal)


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STATE
      OF
      _______________




COUNTY
      OF
      _______________




Personally
      appeared before me, the undersigned authority in and for the said county and
      state, on this _______ day of October, 2007, within my jurisdiction, the within
      named ____________________________ before me, who acknowledged that (s)he is
      ____________________________ of BIO SOLUTIONS FRANCHISE CORP., a Florida
      corporation, and that for and on behalf of said corporation, and as its act
      and
      deed, executed the above and foregoing instrument after first having been duly
      authorized by said corporation to do so.




_____________________________________


NOTARY
      PUBLIC




My
      Commission Expires:




______________________




(Affix
      official seal)





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STATE
      OF
      _______________




COUNTY
      OF
      _______________




Personally
      appeared before me, the undersigned authority in and for the said county and
      state, on this _______ day of October, 2007, within my jurisdiction, the within
      named ____________________________ before me, who acknowledged that (s)he is
      ____________________________ of INNOVATIVE INDUSTRIES, LLC, a Mississippi
      limited liability company, and that for and on behalf of said corporation,
      and
      as its act and deed, executed the above and foregoing instrument after first
      having been duly authorized by said corporation to do so.




_____________________________________


NOTARY
      PUBLIC




My
      Commission Expires:




______________________




(Affix
      official seal)


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STATE
      OF
      _______________




COUNTY
      OF
      _______________




Personally
      appeared before me, the undersigned authority in and for the said county and
      state, on this _______ day of October, 2007, within my jurisdiction, the within
      named ____________________________ before me, who acknowledged that (s)he is
      ____________________________ of ENVIRONMENTAL SERVICES OF MISSISSIPPI, a
      Mississippi limited liability company, and that for and on behalf of said
      corporation, and as its act and deed, executed the above and foregoing
      instrument after first having been duly authorized by said corporation to do
      so.




_____________________________________


NOTARY
      PUBLIC




My
      Commission Expires:




______________________




(Affix
      official seal)


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STATE
      OF
      _______________




COUNTY
      OF
      _______________




Personally
      appeared before me, the undersigned authority in and for the said county and
      state, on this _______ day of October, 2007, within my jurisdiction, the within
      named ____________________________ before me, who acknowledged that (s)he is
      ____________________________ of BIO-SOLUTIONS OF LOUISIANA, LLC, a Mississippi
      limited liability company, and that for and on behalf of said corporation,
      and
      as its act and deed, executed the above and foregoing instrument after first
      having been duly authorized by said corporation to do so.




_____________________________________


NOTARY
      PUBLIC




My
      Commission Expires:




______________________




(Affix
      official seal)


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STATE
      OF
      _______________




COUNTY
      OF
      _______________




Personally
      appeared before me, the undersigned authority in and for the said county and
      state, on this _______ day of October, 2007, within my jurisdiction, the within
      named ____________________________ before me, who acknowledged that (s)he is
      ____________________________ of WADE’S FARM, LLC, a Mississippi limited
      liability company, and that for and on behalf of said corporation, and as its
      act and deed, executed the above and foregoing instrument after first having
      been duly authorized by said corporation to do so.




_____________________________________


NOTARY
      PUBLIC




My
      Commission Expires:




______________________




(Affix
      official seal)


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STATE
      OF
      _______________




COUNTY
      OF
      _______________




Personally
      appeared before me, the undersigned authority in and for the said county and
      state, on this _______ day of October, 2007, within my jurisdiction, the within
      named N. WAYNE WADE before me, who first being duly sworn, did state upon his
      oath and acknowledged to me that he signed the above and foregoing Settlement
      Agreement and General Release on the day and year therein stated after first
      having read and understood its terms and that the matters and things therein
      stated are true and correct.




_____________________________________


NOTARY
      PUBLIC




My
      Commission Expires:




______________________




(Affix
      official seal)


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          20 -


STATE
      OF
      _______________




COUNTY
      OF
      _______________




Personally
      appeared before me, the undersigned authority in and for the said county and
      state, on this _______ day of October, 2007, within my jurisdiction, the within
      named LOUIS H. ELWELL III before me, who first being duly sworn, did state
      upon
      his oath and acknowledged to me that he signed the above and foregoing
      Settlement Agreement and General Release on the day and year therein stated
      after first having read and understood its terms and that the matters and things
      therein stated are true and correct.




_____________________________________


NOTARY
      PUBLIC




My
      Commission Expires:




______________________




(Affix
      official seal)


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          21 -


STATE
      OF
      _______________




COUNTY
      OF
      _______________




Personally
      appeared before me, the undersigned authority in and for the said county and
      state, on this _______ day of October, 2007, within my jurisdiction, the within
      named SABRINA BAIO before me, who first being duly sworn, did state upon her
      oath and acknowledged to me that she signed the above and foregoing Settlement
      Agreement and General Release on the day and year therein stated after first
      having read and understood its terms and that the matters and things therein
      stated are true and correct.




_____________________________________


NOTARY
      PUBLIC




My
      Commission Expires:




______________________




(Affix
      official seal)


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          22 -


STATE
      OF
      _______________




COUNTY
      OF
      _______________




Personally
      appeared before me, the undersigned authority in and for the said county and
      state, on this _______ day of October, 2007, within my jurisdiction, the within
      named AMANDA BEST before me, who first being duly sworn, did state upon her
      oath
      and acknowledged to me that she signed the above and foregoing Settlement
      Agreement and General Release on the day and year therein stated after first
      having read and understood its terms and that the matters and things therein
      stated are true and correct.




_____________________________________


NOTARY
      PUBLIC




My
      Commission Expires:




______________________




(Affix
      official seal)


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          23 -


STATE
      OF
      _______________


COUNTY
      OF
      _______________


Personally
      appeared before me, the undersigned authority in and for the said county and
      state, on this _______ day of October, 2007, within my jurisdiction, the within
      named PAT SPREITZER before me, who first being duly sworn, did state upon her
      oath and acknowledged to me that she signed the above and foregoing Settlement
      Agreement and General Release on the day and year therein stated after first
      having read and understood its terms and that the matters and things therein
      stated are true and correct.




_____________________________________


NOTARY
      PUBLIC




My
      Commission Expires:




______________________




(Affix
      official seal)


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          24 -


STATE
      OF
      _______________




COUNTY
      OF
      _______________




Personally
      appeared before me, the undersigned authority in and for the said county and
      state, on this _______ day of October, 2007, within my jurisdiction, the within
      named DAVE BENNETT before me, who first being duly sworn, did state upon his
      oath and acknowledged to me that he signed the above and foregoing Settlement
      Agreement and General Release on the day and year therein stated after first
      having read and understood its terms and that the matters and things therein
      stated are true and correct.




_____________________________________


NOTARY
      PUBLIC




My
      Commission Expires:




______________________




(Affix
      official seal)


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          25 -


STATE
      OF
      _______________




COUNTY
      OF
      _______________




Personally
      appeared before me, the undersigned authority in and for the said county and
      state, on this _______ day of October, 2007, within my jurisdiction, the within
      named TARUN MENDIRATTA before me, who first being duly sworn, did state upon
      his
      oath and acknowledged to me that he signed the above and foregoing Settlement
      Agreement and General Release on the day and year therein stated after first
      having read and understood its terms and that the matters and things therein
      stated are true and correct.




_____________________________________


NOTARY
      PUBLIC




My
      Commission Expires:




______________________




(Affix
      official seal)




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          26 -