**GUARANT** **Y**





GUARANTY, effective
      as of November 29, 2006, by Bio Solutions Production, Inc., a Nevada corporation
      (“BSP”) and Bio Extraction Services, Inc., a New York corporation (“BESI”, and
      together with BSP, collectively, the “Guarantors”), in favor of each of the
      parties set forth on the signature page hereto (each, an “Investor” and
      collectively, the “Investors”).





WHEREAS,
      pursuant to the Loan Agreement dated the date hereof between Bio Solutions
      Manufacturing, Inc., a New York corporation (“BSLM” or the “Company”) and the
      Investors, (i) the Investors have agreed to amend and restate certain
      obligations relating to advances previously made by the Investors on behalf
      of
      BSLM (the “Amended Notes”) and (ii) the Investors have agreed from time to time
      to loan to BSLM certain principal amounts (collectively, the “Loans”), which
      shall be evidenced by a secured convertible promissory note (the “Note”,
      together with the Amended Notes, the “Notes”). The principal amount outstanding
      and interest payable under the Notes is convertible into shares of BSLM’s common
      stock, $0.001 par value (the “Common Stock”). In connection with the
      transactions contemplated by the Loan Agreement, BSLM and the Investors have
      entered into the Loan Agreement, dated the date hereof (the “Loan Agreement”);
      and




WHEREAS,
      the Guarantors expect to receive substantial direct and indirect benefits from
      the extensions of credit to the Company by the Investors pursuant to the Loan
      Agreement and the other Transaction Documents (which benefits are hereby
      acknowledged);





WHEREAS,
      the Company and the Guarantors are members of a group of related corporations,
      the success of any one of which is dependent, in part, on the success of the
      other members of such group;





WHEREAS,
      it is a condition precedent to the Investors’ making any additional loans or
      otherwise extending credit to the Company under the Loan Agreement that the
      Guarantors execute and deliver to the Investors a guaranty substantially in
      the
      form hereof; and





WHEREAS,
      the Guarantors wish to guaranty the Company’s obligations to the Investors under
      or in respect of the Obligations, as provided herein;


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NOW,
      THEREFORE, in consideration of the agreements herein contained and for other
      good and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the Guarantors hereby agree with the Investors as follows:





1.  Definitions .
      The
      terms “Transaction Documents” and all other capitalized terms used herein
      without definition shall have the respective meanings provided therefor in
      the
      Loan Agreement.





2.  Guaranty
      of Payment and Performance .
      The
      Guarantors hereby jointly and severally guarantee to the Investors the full
      and
      punctual payment when due (whether at stated maturity, by required pre-payment,
      by acceleration or otherwise), as well as the performance, of all of the
      obligations under the Notes, the Loan Agreement, and the Transaction Documents
      (collectively, the “Obligations”), including all such which would become due but
      for the operation of the automatic stay pursuant to §362(a) of the Federal
      Bankruptcy Code and the operation of §§502(b) and 506(b) of the Federal
      Bankruptcy Code. This Guaranty is an absolute, unconditional, and continuing
      guaranty of the full and punctual payment and performance of all of the
      Obligations and not of their collectibility only and is in no way conditioned
      upon any requirement that any Investor first attempt to collect any of the
      Obligations from the Company or resort to any collateral security or other
      means
      of obtaining payment. Should the Company default in the payment or performance
      of any of the Obligations, the obligations of the Guarantors hereunder with
      respect to such Obligations in default shall, upon demand by the Investors,
      become immediately due and payable to the Investors, without demand or notice
      of
      any nature, all of which are expressly waived by the Guarantors. Payments by
      the
      Guarantors hereunder may be required by the Investors on any number of
      occasions. All payments by the Guarantors hereunder shall be made to the
      Investors, in the manner and at the place of payment specified therefor in
      the
      Loan Agreement, for the account of the Investors.




3.  Guarantors’
      Agreement to Pay Enforcement Costs, etc .
      The
      Guarantors further agree, as the principal obligors and not as a guarantor
      only,
      to pay to the Investors, on demand, all costs and expenses (including court
      costs and legal expenses) incurred or expended by any Investor in connection
      with the Obligations, this Guaranty and the enforcement thereof, together with
      interest on amounts recoverable under this Section 3 from the time when such
      amounts become due until payment, whether before or after judgment, at the
      rate
      of interest for overdue principal set forth in the Transaction Documents,
      provided that if such interest exceeds the maximum amount permitted to be paid
      under applicable law, then such interest shall be reduced to such maximum
      permitted amount.





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4.  Waivers
      by Guarantors; Investor’s Freedom to Act .
      The
      Guarantors agree that the Obligations will be paid and performed strictly in
      accordance with their respective terms, regardless of any law, regulation or
      order now or hereafter in effect in any jurisdiction affecting any of such
      terms
      or the rights of any Investor with respect thereto. The Guarantors waive
      promptness, diligence, presentment, demand, protest, notice of acceptance,
      notice of any Obligations incurred and all other notices of any kind, all
      defenses which may be available by virtue of any valuation, stay, moratorium
      law
      or other similar law now or hereafter in effect, any right to require the
      marshalling of assets of the Company or any other entity or other person
      primarily or secondarily liable with respect to any of the Obligations, and
      all
      suretyship defenses generally. Without limiting the generality of the foregoing,
      the Guarantors agree to the provisions of any instrument evidencing, securing
      or
      otherwise executed in connection with any Obligation and agrees that the
      obligations of the Guarantors hereunder shall not be released or discharged,
      in
      whole or in part, or otherwise affected by (i) the failure of any Investor
      to
      assert any claim or demand or to enforce any right or remedy against the Company
      or any other entity or other person primarily or secondarily liable with respect
      to any of the Obligations; (ii) any extensions, compromise, refinancing,
      consolidation or renewals of any Obligation; (iii) any change in the time,
      place
      or manner of payment of any of the Obligations or any rescissions, waivers,
      compromise, refinancing, consolidation or other amendments or modifications
      of
      any of the terms or provisions of the Transaction Documents or any other
      agreement evidencing, securing or otherwise executed in connection with any
      of
      the Obligations, (iv) the addition, substitution or release of any entity or
      other person primarily or secondarily liable for any Obligation; (v) the
      adequacy of any rights which any Investor may have against any collateral
      security or other means of obtaining repayment of any of the Obligations; (vi)
      the impairment of any collateral securing any of the Obligations, including
      without limitation the failure to perfect or preserve any rights which any
      Investor might have in such collateral security or the substitution, exchange,
      surrender, release, loss or destruction of any such collateral security; or
      (vii) any other act or omission which might in any manner or to any extent
      vary
      the risk of either Guarantor or otherwise operate as a release or discharge
      of
      any such Guarantor, all of which may be done without notice to any such
      Guarantor. To the fullest extent permitted by law, each Guarantor hereby
      expressly waives any and all rights or defenses arising by reason of (A) any
      “one action” or “anti-deficiency” law which would otherwise prevent any Investor
      from bringing any action, including any claim for a deficiency, or exercising
      any other right or remedy (including any right of set-off), against either
      Guarantor before or after such Investor’s commencement or completion of any
      foreclosure action, whether judicially, by exercise of power of sale or
      otherwise, or (B) any other law which in any other way would otherwise require
      any election of remedies by any Investor.





5.  Unenforceability
      of Obligations Against Company .
      If for
      any reason the Company has no legal existence or is under no legal obligation
      to
      discharge any of the Obligations, or if any of the Obligations have become
      irrecoverable from the Company by reason of the Company’s insolvency,
      bankruptcy, or reorganization or by other operation of law or for any other
      reason, this Guaranty shall nevertheless be binding on each Guarantor to the
      same extent as if each Guarantor at all times had been the principal obligor
      on
      all such Obligations. In the event that acceleration of the time for payment
      of
      any of the Obligations is stayed upon the insolvency, bankruptcy, or
      reorganization of the Company, or for any other reason, all such amounts
      otherwise subject to acceleration under the terms of the Transaction Documents
      or any other agreement evidencing, securing or otherwise executed in connection
      with any Obligation shall be immediately due and payable by the Guarantors.





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6.   Subrogation;
      Subordination .





6.1.  Waiver
      of Rights Against Company .
      Until
      the final payment and performance in full of all of the Obligations, the
      Guarantors shall not exercise and hereby waive any rights against the Company
      arising as a result of payment by the Guarantors hereunder, by way of
      subrogation, reimbursement, restitution, contribution or otherwise, and will
      not
      prove any claim in competition with any Investor in respect of any payment
      hereunder in any bankruptcy, insolvency or reorganization case or proceedings
      of
      any nature; neither Guarantor will claim any setoff, recoupment, or counterclaim
      against the Company in respect of any liability of either Guarantor to the
      Company; and each Guarantor waives any benefit of and any right to participate
      in any collateral security which may be held by any Investor.




6.2.  Subordination .
      The
      payment of any amounts due with respect to any indebtedness of the Company
      for
      money borrowed or credit received now or hereafter owed to either Guarantor
      is
      hereby subordinated to the prior payment in full of all of the Obligations.
      Each
      Guarantor agrees that, after the occurrence of any default in the payment or
      performance of any of the Obligations, neither Guarantor will demand, sue for
      or
      otherwise attempt to collect any such indebtedness of the Company to such
      Guarantor until all of the Obligations shall have been paid in full. If,
      notwithstanding the foregoing sentence, either Guarantor shall collect, enforce
      or receive any amounts in respect of such indebtedness while any Obligations
      are
      still outstanding, such amounts shall be collected, enforced and received by
      either Guarantor as trustee for the Investors and be paid over to the Investors,
      on account of the Obligations without affecting in any manner the liability
      of
      either Guarantor under the other provisions of this Guaranty.




6.3.  Provisions
      Supplemental .
      The
      provisions of this Section 6 shall be supplemental to and not in derogation
      of
      any rights and remedies of the Investors under any separate subordination
      agreement which the Investors may at any time and from time to time enter into
      with any Guarantor for the benefit of the Investors.




7.  Security;
      Setoff .
      Each
      Guarantor grants to each of the Investors, as security for the full and punctual
      payment and performance of all of each Guarantor’s obligations hereunder, a
      continuing lien on and security interest in all securities or other property
      belonging to such Guarantor now or hereafter held by such Investor and in all
      deposits (general or special, time or demand, provisional or final) and other
      sums credited by or due from such Investor to such Guarantor or subject to
      withdrawal by such Guarantor. Regardless of the adequacy of any collateral
      security or other means of obtaining payment of any of the Obligations, each
      of
      the Investors is hereby authorized at any time and from time to time, without
      notice to either Guarantor (any such notice being expressly waived by each
      Guarantor) and to the fullest extent permitted by law, to set off and apply
      such
      deposits and other sums against the obligations of the Guarantors under this
      Guaranty, whether or not such Investor shall have made any demand under this
      Guaranty and although such obligations may be contingent or unmatured.





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8.  Further
      Assurances .
      Each
      Guarantor agrees that it will from time to time, at the request of the
      Investors, do all such things and execute all such documents as the Investors
      may consider necessary or desirable to give full effect to this Guaranty and
      to
      perfect and preserve the rights and powers of the Investors hereunder. Each
      Guarantor acknowledges and confirms that it has established its own adequate
      means of obtaining from the Company on a continuing basis all information
      desired by such Guarantor concerning the financial condition of the Company
      and
      that each Guarantor will look to the Company and not to any Investor in order
      for such Guarantor to keep adequately informed of changes in the Company’s
      financial condition.




9.  Termination;
      Reinstatement .
      This
      Guaranty shall remain in full force and effect until the Investors are given
      written notice of the either Guarantor’s intention to discontinue this Guaranty,
      notwithstanding any intermediate or temporary payment or settlement of the
      whole
      or any part of the Obligations. No such notice shall be effective unless
      received and acknowledged by an officer of the Investors at the address of
      the
      Investors for notices set forth in the Loan Agreement. No such notice shall
      affect any rights of any Investor hereunder, including without limitation the
      rights set forth in Sections 4 and 6, with respect to any Obligations incurred
      or accrued prior to the receipt of such notice or any Obligations incurred
      or
      accrued pursuant to any contract or commitment in existence prior to such
      receipt. This Guaranty shall continue to be effective or be reinstated,
      notwithstanding any such notice, if at any time any payment made or value
      received with respect to any Obligation is rescinded or must otherwise be
      returned by any Investor upon the insolvency, bankruptcy, or reorganization
      of
      the Company, or otherwise, all as though such payment had not been made or
      value
      received.





10.  Successors
      and Assigns .
      This
      Guaranty shall be binding upon each Guarantor, its successors and assigns,
      and
      shall inure to the benefit of the Investors and their respective successors,
      transferees and assigns. Without limiting the generality of the foregoing
      sentence, each Investor may assign or otherwise transfer the Transaction
      Document to which it is a party or any other agreement or note held by it
      evidencing, securing or otherwise executed in connection with the Obligations,
      or sell participations in any interest therein, to any other entity or other
      person, and such other entity or other person shall thereupon become vested,
      to
      the extent set forth in the agreement evidencing such assignment, transfer
      or
      participation, with all the rights in respect thereof granted to such Investor
      herein, all in accordance with the terms and conditions set forth in the
      Transaction Documents. Neither Guarantor may assign any of its obligations
      hereunder.





11.  Amendments
      and Waivers .
      No
      amendment or waiver of any provision of this Guaranty nor consent to any
      departure by either Guarantor therefrom shall be effective unless the same shall
      be in writing and signed by the Investors. No failure on the part of any
      Investor to exercise, and no delay in exercising, any right hereunder shall
      operate as a waiver thereof; nor shall any single or partial exercise of any
      right hereunder preclude any other or further exercise thereof or the exercise
      of any other right.





12.  Notices .
      All
      notices and other communications called for hereunder shall be made in writing
      and, unless otherwise specifically provided herein, shall be deemed to have
      been
      duly made or given when delivered by hand or mailed first class, postage
      prepaid, or, in the case of telegraphic or telexed notice, when transmitted,
      answer back received, addressed as follows: if to the Guarantors, at the address
      set forth beneath their respective signatures hereto, and if to the Investors,
      at the address for notices set forth in the Loan Agreement, or at such address
      as either party may designate in writing to the other.


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13.  Governing
      Law; Consent to Jurisdiction .
      THIS
      GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
      THE
      STATE OF NEW YORK. The Guarantors each agree that any suit for the enforcement
      of this Guaranty may be brought in the courts of the State of New York or any
      federal court sitting therein and consents to the nonexclusive jurisdiction
      of
      such court and to service of process in any such suit being made upon either
      Guarantor by mail at the address specified by reference in Section 12. Each
      Guarantor hereby waives any objection that it may now or hereafter have to
      the
      venue of any such suit or any such court or that such suit was brought in an
      inconvenient court.




14.  Waiver
      of Jury Trial .
      EACH
      GUARANTOR HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION
      OR
      CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS GUARANTY, ANY RIGHTS
      OR
      OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF ANY OF SUCH RIGHTS OR OBLIGATIONS.
      Except as prohibited by law, each Guarantor hereby waives any right which each
      may have to claim or recover in any litigation referred to in the preceding
      sentence any special, exemplary, punitive or consequential damages or any
      damages other than, or in addition to, actual damages. Each Guarantor (i)
      certifies that no Investor nor any representative, agent or attorney of any
      Investor has represented, expressly or otherwise, that any Investor would not,
      in the event of litigation, seek to enforce the foregoing waivers and (ii)
      acknowledges that, in entering into the Loan Agreement and the other Transaction
      Documents to which any Investor is a party, the Investors are relying upon,
      among other things, the waivers and certifications contained in this Section
      14.





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15.  Miscellaneous .
      This
      Guaranty constitutes the entire agreement of the Guarantors with respect to
      the
      matters set forth herein. The rights and remedies herein provided are cumulative
      and not exclusive of any remedies provided by law or any other agreement, and
      this Guaranty shall be in addition to any other guaranty of or collateral
      security for any of the Obligations. The invalidity or unenforceability of
      any
      one or more sections of this Guaranty shall not affect the validity or
      enforceability of its remaining provisions. Captions are for the ease of
      reference only and shall not affect the meaning of the relevant provisions.
      The
      meanings of all defined terms used in this Guaranty shall be equally applicable
      to the singular and plural forms of the terms defined.





16.  Contribution .
      To the
      extent the Guarantors make a payment hereunder in excess of the aggregate amount
      of the benefit received by any such Guarantor in respect of the extensions
      of
      credit under the Loan Agreement or any Transaction Document (the “Benefit
      Amount”), then the Guarantors, after the payment in full, in cash, of all of the
      Obligations, shall be entitled to recover from each other guarantor of the
      Obligations such excess payment, pro rata, in accordance with the ratio of
      the
      Benefit Amount received by each such other guarantor to the total Benefit Amount
      received by all guarantors of the Obligations, and the right to such recovery
      shall be deemed to be an asset and property of the Guarantors so funding;
      provided, that all such rights to recovery shall be subordinated and junior
      in
      right of payment to the final and undefeasible payment in full in cash of all
      of
      the Obligations.





IN
      WITNESS WHEREOF, the Guarantors have caused this Guaranty to be executed and
      delivered as of the date first above written.










BIO
                SOLUTIONS PRODUCTION, INC.By:/s/
                David S. BennettName: David S. BennettTitle: PresidentBIO EXTRACTION SERVICES,
              INC.By:/s/
              David S. BennettName: David S. BennettTitle:
              President