**STOCK
        PLEDGE AGREEMENT**
 
 STOCK
        PLEDGE AGREEMENT (this “Agreement”), effective as of November 29, 2006, is by
        and among Bio Solutions Manufacturing, Inc., a New York corporation (the
        “Pledgor”), and the parties set forth on the signature page hereto and their
        endorsees, transferees, and assigns (each a “Pledgee” and, collectively, the
“Pledgees”).
 
 WITNESSETH
  WHEREAS,
        pursuant to the Loan Agreement dated the date hereof between the Pledgor
        and the
        Pledgees, (i) the Pledgees have agreed to amend and restate certain obligations
        relating to advances previously made by the Pledgees on behalf of the Pledgor
        (the “Amended Notes”) and (ii) the Pledgees have agreed from time to time to
        loan to Pledgee 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 the Pledgee’s
        common stock, $0.001 par value (the “Common Stock”). In connection with the
        transactions contemplated by the Loan Agreement, Pledgor and the Pledgees
        have
        entered into the Loan Agreement, dated the date hereof (the “Loan Agreement”);
        and
  WHEREAS,
        as a material inducement to Pledgees to provide loans evidenced by the Notes
        to
        Pledgor, Pledgees have required and Pledgor has agreed to grant to Pledgees
        a
        security interest in all of the outstanding capital stock of (i) Bio Extraction
        Services, Inc., a New York corporation currently owned by Pledgor (the “BESI
        Shares”) and (ii) Bio Solutions Productions, Inc., a Nevada corporation
        currently owned by Pledgor (the “BSP Shares”, together with the BESI shares, the
“Shares”), as collateral security for the timely and full satisfaction of all
        obligations of Pledgor, whether matured or unmatured, now or hereafter existing
        or created and becoming due and payable, under the Transaction Documents
        (as
        defined in the Note) and this Agreement (such obligations are collectively
        referred to herein as the “Obligations”).
 
 NOW,
        THEREFORE, in consideration of the foregoing recitals, and the mutual covenants
        contained herein, the parties hereby agree as follows:
 
 1.  Security .
        As
        collateral security for the due and punctual payment and performance, when
        due,
        by each of the Pledgor of all the Obligations, Pledgor, hereby pledges with,
        hypothecates, transfers and assigns to Pledgees, their successors and assigns,
        all of the Shares and all proceeds, shares and other securities received,
        receivable or otherwise distributed in respect of or in exchange for the
        Shares,
        including, without limitation, any shares and other securities into which
        such
        Shares are convertible or exchangeable (collectively referred to as the
“Collateral”). Simultaneously herewith, Pledgor shall deliver to Pledgees the
        certificates representing the Shares, stamped with a bank medallion guarantee,
        along with a stock transfer power duly executed in blank by Pledgor, to be
        held
        by Pledgees as security. Any other Collateral received by Pledgor shall also
        be
        delivered to Pledgees together with any executed stock powers or other transfer
        documents requested by Pledgees, which request may be made at any time prior
        to
        the date when the Obligations shall have been paid and otherwise satisfied
        in
        full.
  
 
 
 2.  Voting,
        Power, Dividends, Etc. and other Agreements .
 
 (a)  Unless
        and until an Event of Default as set forth in Section 3 hereof has occurred,
        Pledgor shall be entitled to:
 
 (i)  exercise
        all voting and/or consensual powers pertaining to the Shares or other
        Collateral, or any part thereof, for all purposes;
 
 (ii)  receive
        and retain dividends paid with respect to the Shares or other Collateral;
        and
 
 (iii)  receive
        the benefits of any income tax deductions available to Pledgor as a shareholder
        of BESI and BSP.
 
 (b)  Pledgor
        agrees that it will not sell, assign, transfer, pledge, hypothecate, encumber
        or
        otherwise dispose of any of the Shares.
 
 (c)  Pledgor
        agrees to pay all costs including all reasonable attorneys’ fees and
        disbursements incurred by Pledgee in enforcing this Agreement in accordance
        with
        its terms.
 
 3.  Default
        and Remedies .
 
 (a)  For
        the
        purposes of this Agreement “Event of Default” shall mean:
 
 (i)  default
        in or under any of the Obligations after the expiration, without cure, of
        any
        applicable cure period; or
 
 (ii)  a
        breach
        by Pledgor of any of its representations or warranties in this Agreement
        or in
        any the Transaction Documents; or
 
 (iii)  the
        occurrence of a Triggering Event under any Note.
 
 (b)  Pledgees
        shall have the following rights upon any Event of Default and for so long
        as the
        Obligations are not satisfied in full:
 
 (i)  the
        rights and remedies provided by the Uniform Commercial Code as adopted by
        the
        State of New York (the “UCC”)(as said law may at any time be
        amended);
 
 (ii)  the
        right
        to receive and retain all dividends, payments and other distributions of
        any
        kind upon any or all of the Shares or other Collateral;
 
 (iii)  the
        right
        to cause any or all of the Shares or other Collateral to be transferred to
        its
        own name or to the name of its designee and have such transfer recorded in
        any
        place or places deemed appropriate by Pledgees; and
  2
  
 (iv)  the
        right
        to sell, at a public or private sale, the Collateral or any part thereof
        for
        cash, upon credit or for future delivery, and at such price or prices in
        accordance with the UCC (as such law may be amended from time to time). Upon
        any
        such sale, Pledgees shall have the right to deliver, assign and transfer
        to the
        purchaser thereof the Collateral so sold. Pledgees shall give the Pledgor
        not
        less than ten (10) days’ written notice of its intention to make any such sale.
        Any such sale shall be held at such time or times during ordinary business
        hours
        and at such place or places as Pledgees may fix in the notice of such sale.
        Pledgees may adjourn or cancel any sale or cause the same to be adjourned
        from
        time to time by announcement at the time and place fixed for the sale, and
        such
        sale may be made at any time or place to which the same may be so adjourned.
        In
        case of any sale of all or any part of the Collateral upon terms calling
        for
        payments in the future, any Collateral so sold may be retained by Pledgees
        until
        the selling price is paid by the purchaser thereof, but Pledgees shall incur
        no
        liability in the case of the failure of such purchaser to take up and pay
        for
        the Collateral so sold and, in the case of such failure, such Collateral
        may
        again be sold upon like notice. Pledgees, however, instead of exercising
        the
        power of sale herein conferred upon it, may proceed by a suit or suits at
        law or
        in equity to foreclose the security interest and sell the Collateral, or
        any
        portion thereof, under a judgment or decree of a court or courts of competent
        jurisdiction, the Pledgor having been given due notice of all such action.
        Pledgees shall incur no liability as a result of a sale of the Collateral
        or any
        part thereof. All proceeds of any such sale, after deducting the reasonable
        expenses and reasonable attorneys’ fees incurred in connection with such sale,
        shall be applied in reduction of the Obligations, and the remainder, if any,
        shall be paid to Pledgor.
 
 4.  Application
        of Proceeds; Release .
        The
        proceeds of any sale or enforcement of or against all or any part of the
        Collateral, and any other cash or collateral at the time held by Pledgees
        hereunder, shall be applied by Pledgees first to the payment of the reasonable
        costs of any such sale or enforcement, then to reimburse Pledgees for any
        damages, costs or expenses incurred by Pledgees as a result of an Event of
        Default, then to the payment of the principal amount of, and interest and
        any
        other payments due in respect of, the Obligations. The remainder, if any,
        shall
        be paid to Pledgor. As used in this Agreement, “proceeds” shall mean cash,
        securities and other property realized in respect of, and distributions in
        kind
        of, the Collateral, including any thereof received under any reorganization,
        liquidation or adjustment of debt of any issuer of securities included in
        the
        Collateral.
 
 5.  Representations
        and Warranties .
        Pledgor
        hereby represents and warrants to Pledgees that:
 
 (i)  Pledgor
        has full power and authority and legal right to pledge the Collateral to
        Pledgees pursuant to this Agreement and this Agreement constitutes a legal,
        valid and binding obligation of Pledgor enforceable in accordance with its
        terms;
 
 (ii)  the
        execution, delivery and performance of this Agreement and other instruments
        contemplated herein will not violate any provision of any order or decree
        of any
        court or governmental instrumentality or of any mortgage, indenture, contract
        or
        other agreement to which the Pledgor is a party or by which the Pledgor and
        the
        Collateral may be bound, and will not result in the creation or imposition
        of
        any lien, charge or encumbrance on, or security interest in, any of the
        Pledgor’s properties pursuant to the provisions of such mortgage, indenture,
        contract or other agreement;
  3
  
 (iii)  Pledgor
        is the sole owner of the Collateral free and clear of all liens, charges,
        encumbrances, or security interests and the Shares have been duly authorized
        and
        validly issued, fully paid and non-assessable; and
 
 (iv)  the
        Pledgor is duly organized, validly existing and in good standing under the
        laws
        of the jurisdiction of its organization.
 
 6.  No
        Waiver; No Election of Remedies .
        No
        failure on the part of Pledgees to exercise, and no delay in exercising,
        any
        right, power or remedy hereunder shall operate as a waiver thereof, nor shall
        any single or partial exercise by Pledgees of any right, power, or remedy
        preclude any other or further exercise thereof or the exercise of any other
        right, power, or remedy. The remedies herein provided are cumulative and
        are not
        exclusive of any remedies provided by law. In addition, the exercise of any
        right or remedy of Pledgees at law or equity or under this Agreement or any
        of
        the documents shall not be deemed to be an election of Pledgees’ rights or
        remedies under such documents or at law or equity.
 
 7.  Termination .
        This
        Agreement shall terminate when all of the Obligations shall have been paid
        and
        otherwise satisfied in full.
 
 8.  Further
        Assurances .
        The
        parties hereto agree that, from time to time upon the written request of
        any
        party hereto, they will execute and deliver such further documents and do
        such
        other acts and things as such party may reasonably request in order fully
        to
        effect the purposes of this Agreement.
 
 9.  Miscellaneous .
 
 (a)  Modification .
        This
        Agreement contains the entire understanding between the parties with respect
        to
        the subject matter hereof and specifically incorporates all prior oral and
        written agreements relating to the subject matter hereof. Neither this Agreement
        nor any portion or provision hereof may be changed, modified, amended, waived,
        supplemented, discharged, canceled or terminated orally or by any course
        of
        dealing, or in any manner other than by an agreement in writing, signed by
        the
        party to be charged.
 
 (b)  Notice .
        Any and
        all notices or other communications or deliveries required or permitted to
        be
        provided hereunder shall be in writing and shall be deemed given and effective
        on the earliest of (i) the date of transmission, if such notice or communication
        is delivered via facsimile at the facsimile telephone number specified in
        this
        Section prior to 6:30 p.m. (New York City time) on a Business Day, (ii) the
        Business Day after the date of transmission, if such notice or communication
        is
        delivered via facsimile at the facsimile telephone number specified in this
        Agreement later than 6:30 p.m. (New York City time) on any date and earlier
        than
        11:59 p.m. (New York City time) on such date, (iii) the Business Day following
        the date of mailing, if sent by nationally recognized overnight courier service,
        or (iv) upon actual receipt by the party to whom such notice is required
        to be
        given. The address for such notices and communications shall be as
        follows:
   4
   If
                    to the Pledgor
                Bio
                    Solutions Manufacturing, Inc.4440
                    Arville Street # 6Las
                    Vegas, NV 89103Facsimile
                    No.: (702) 222-9126Attn:
                    Secretary
 
 If
        to the
        Pledgees:  At
        the
        address set forth opposite their name on the signature page
 
 or
        such
        other address as may be designated in writing hereafter, in the same manner,
        by
        such Person.
 
 (c)  Invalidity .
        If any
        part of this Agreement is contrary to, prohibited by, or deemed invalid under
        applicable laws or regulations, such provision shall be inapplicable and
        deemed
        omitted to the extent so contrary, prohibited or invalid, but the remainder
        hereof shall not be invalidated thereby and shall be given effect so far
        as
        possible.
 
 (d)  Benefit
        of Agreement .
        This
        Agreement shall be binding upon and inure to the parties hereto and their
        respective successors and assigns.
 
 (e)  Mutual
        Agreement .
        This
        Agreement embodies the arm’s length negotiation and mutual agreement between the
        parties hereto and shall not be construed against either party as having
        been
        drafted by it.
 
 (f)  Governing
        Law .
        This
        Agreement 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 or
        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 Agreement 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.
 
 
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  IN
        WITNESS WHEREOF, the parties hereto have caused this Stock Pledge Agreement
        to
        be duly executed by their respective authorized persons as of the date first
        indicated above.
  **PLEDGOR:**BIO
                SOLUTIONS MANUFACTURING, INC.By:
                  /s/
                  David S. BennettName:
                David S. BennettTitle: President
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  **PLEDGEES:**
  [INTENTIONALLY
        OMITTED]