**REGISTRATION
      RIGHTS AGREEMENT**





REGISTRATION
      RIGHTS AGREEMENT (“Agreement”), effective as of November 29, 2006, is by and
      among Bio Solutions Manufacturing, Inc., a New York corporation (the “Company”
or “BSLM”), and the parties set forth on the signature page hereto and their
      endorsees, transferees, and assigns (the “Investors”).




This
      Agreement is made pursuant to the Loan Agreement, dated as of the date hereof
      between the Company and the Investors (the “Loan Agreement”).




The
      Company and the Investors hereby agree as follows:




1.  Definitions .




Capitalized
      terms used and not otherwise defined herein that are defined in the Loan
      Agreement shall have the meanings given such terms in the Loan Agreement. As
      used in this Agreement, the following terms shall have the following meanings:




“ Affiliate ”
means,
      with respect to any Person, any other Person that directly or indirectly
      controls or is controlled by or under common control with such Person. For
      the
      purposes of this definition, “control,” when used with respect to any Person,
      means the possession, direct or indirect, of the power to direct or cause the
      direction of the management and policies of such Person, whether through the
      ownership of voting securities, by contract or otherwise; and the terms
“affiliated,” “controlling” and “controlled” shall have meanings correlative to
      the foregoing.




“ 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 or the State of
      California generally are authorized or required by law or other government
      actions to close.




“ Commission ”
means
      the Securities and Exchange Commission.




“ Common
      Stock ”
means
      the Company’s common stock, $0.001 par value, or such securities that such stock
      shall hereafter be reclassified into.




“ Conversion
      Date ”
shall
      have the meaning ascribed to it in the Notes.




“ Effectiveness
      Period ”
for
      a
      Registration Statement shall have the meaning set forth in Section
      2(a).




“ Exchange
      Act ”
means
      the Securities Exchange Act of 1934, as amended.




“ Holder ”
or
      “ Holders ”
means
      the holder or holders, as the case may be, from time to time of Registrable
      Securities.




“ Indemnified
      Party ”
shall
      have the meaning set forth in Section 5(c).




“ Indemnifying
      Party ”
shall
      have the meaning set forth in Section 5(c).




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“ Losses ”
shall
      have the meaning set forth in Section 5(a).




“ Notes ”
shall
      have the meaning ascribed to it in the Loan Agreement.




“ Note
      Shares ”
means
      the shares of Common Stock issuable upon conversion of the principal amount
      and
      interest under the Notes.




“ Person ”
means
      an individual or a corporation, partnership, trust, incorporated or
      unincorporated association, joint venture, limited liability company, joint
      stock company, government (or an agency or political subdivision thereof) or
      other entity of any kind.





“ Proceeding ”
means
      an action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened.




“ Prospectus ”
means
      the prospectus included in a Registration Statement (including, without
      limitation, a prospectus that includes any information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 43 OA promulgated under the Securities Act), as amended or supplemented
      by
      any prospectus supplement, with respect to the terms of the offering of any
      portion of the Registrable Securities covered by such Registration Statement,
      and all other amendments and supplements to the Prospectus, including
      post-effective amendments, and all material incorporated by reference or deemed
      to be incorporated by reference in such Prospectus.




“ Registrable
      Securities ”
means
      the Note Shares.




“ Registration
      Statement ”
means,
      collectively, the registration statements contemplated by Section 2(a),
      including the Prospectus, amendments and supplements thereto, including pre-
      and
      post-effective amendments, all exhibits thereto, and all material incorporated
      by reference or deemed to be incorporated by reference in such registration
      statements. Each Registration Statement shall be for an offering to be made
      on a
      continuous basis pursuant to Rule 415.




“ Rule
      144 ”
means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.




“ Rule
      415 ”
means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.





“ Rule
      424 ”
means
      Rule 424 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.




“ Securities
      Act ”
means
      the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder.




“ Special
      Counsel ”
means
      one special counsel to the Holders, for which the Holders will be reimbursed
      by
      the Company pursuant to Section 4.




“ Underwritten
      Registration or Underwritten Offering ”
means
      a
      registration in connection with which securities of the Company are sold to
      an
      underwriter for reoffering to the public pursuant to an effective registration
      statement.




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2.  Demand
      Registration




(a)  Upon
      a
      written request therefor from any record holder or holders of more than 50%
      of
      the Note Shares issued and issuable upon conversion of the outstanding Notes,
      the Company shall prepare and file with the Commission a registration statement
      under the 1933 Act registering the Registrable Securities (the “Demand
      Request”), which are the subject of such request for unrestricted public resale
      by the holder thereof. For purposes of this Section, Registrable Securities
      shall not include Securities which are (A) registered for resale in an effective
      registration statement, (B) included for registration in a pending registration
      statement, or (C) which have been issued without further transfer restrictions
      after a sale or transfer pursuant to Rule 144 under the 1933 Act. Upon the
      receipt of such request, the Company shall promptly give written notice to
      all
      other record holders of the Registrable Securities that such registration
      statement is to be filed and shall include in such registration statement
      Registrable Securities for which it has received written requests within ten
      (10) days after the Company gives such written notice.




(b)  The
      Company shall file with the Commission a Registration Statement on Form SB-2
      (or
      such other form that it is eligible to use) in order to register the Registrable
      Securities for resale and distribution under the 1933 Act within forty-five
      (45)
      calendar days after receipt of a Demand Request (the
      “Filing Date”), and use its best efforts to cause to be declared effective not
      later
      than one hundred and fifty (150) calendar days after the Demand Request (the
      “Effectiveness Date”). The Company will register not less than a number of
      shares of common stock in the aforedescribed registration statement that is
      equal to 200%
      of
      the Note Shares issuable upon conversion of all of the Notes. The Registrable
      Securities shall be reserved and set aside exclusively for the benefit of each
      Investor, pro  rata ,
      and not
      issued, employed or reserved for anyone other than each such Investor. The
      Registration Statement will immediately be amended or additional registration
      statements will be immediately filed by the Company as necessary to register
      additional shares of Common Stock to allow the public resale of all Common
      Stock
      included in and issuable by virtue of the Registrable Securities. Except with
      the written consent of the Investors, or as described, no securities of the
      Company other than the Registrable Securities will be included in the
      Registration Statement .




(c)  If
      the
      Holders of a majority of the Registrable Securities then outstanding so elect,
      an offering of Registrable Securities pursuant to a Registration Statement
      may
      be effected in the form of an Underwritten Offering. In such event, and, if
      the
      managing underwriters advise the Company and such Holders in writing that in
      their opinion the amount of Registrable Securities proposed to be sold in such
      Underwritten Offering exceeds the amount of Registrable Securities which can
      be
      sold in such Underwritten Offering, there shall be included in such Underwritten
      Offering the amount of such Registrable Securities which in the opinion of
      such
      managing underwriters can be sold, and such amount shall be allocated pro-rata
      among the Holders proposing to sell Registrable Securities in such Underwritten
      Offering.




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(d)  If
      any of
      the Registrable Securities are to be sold in an Underwritten Offering, the
      investment banker in interest that will administer the offering will be selected
      by the Holders of a majority of the Registrable Securities included in such
      offering upon consultation with the Company. No Holder may participate in any
      Underwritten Offering hereunder unless such Holder (i) agrees to sell its
      Registrable Securities on the basis provided in any underwriting agreements
      approved by the Persons entitled hereunder to approve such arrangements and
      (ii)
      completes and executes all questionnaires, powers of attorney, indemnities,
      underwriting agreements and other documents required under the terms of such
      arrangements.




(e)  If
      (i) a
      Registration Statement is not filed on or before the applicable Filing Date
      pursuant to Section 2(b) (if the Company files such Registration Statement
      without affording the Holder the opportunity to review and comment on the same
      as required by Section 3(a) hereof, the Company shall not be deemed to have
      satisfied this clause (i)), or (ii) the Company fails to file with the
      Commission a request for acceleration in accordance with Rule 12d-2 promulgated
      under the Exchange Act within five (5) days of the date that the Company is
      notified (orally or in writing, whichever is earlier) by the Commission that
      a
      Registration Statement will not be “reviewed” or is not subject to further
      review, or (iii) the Registration Statement filed hereunder is not declared
      effective by the Commission on or before the Effectiveness Date, or (iv) after
      a
      Registration Statement has been declared effective by the Commission, such
      Registration Statement is either not effective as to all Registrable Securities
      required to be covered thereby until such date when all Registrable Securities
      covered by such Registration Statement have been sold without volume
      restrictions pursuant to Rule 144(k) (the “Effectiveness Period”) or the Holders
      are not permitted for any reason to make sales thereunder during such Period,
      (v) an amendment to the Registration Statement is not filed by the Company
      with
      the Commission within ten (10) days of the Commission’s notifying the Company
      that such amendment is required in order for a Registration Statement to be
      declared effective, or (vi) trading in the Common Stock shall be suspended
      from
      the OTC Bulletin Board or a Subsequent Market (as defined in the Notes) for
      more
      than three (3) Business Days (which need not be consecutive days) (any such
      failure or breach being referred to as an “Event,” and for purposes of clauses
      (i), (iii) and (iv) the date on which such Event occurs, or for purposes of
      clause (ii) the date on which such five (5) day period is exceeded, or for
      purposes of clause (v) the date on which such ten (10) day period is exceeded,
      or for purposes of clause (vi) the date on which such three (3) Business Day
      period is exceeded being referred to as the “Event Date”), then, in any such
      case, as partial relief for the damages suffered therefrom by the Holders (which
      remedy shall not be exclusive of any other remedies available at law or in
      equity), the Company shall, on the Event Date and on each monthly anniversary
      thereof until the triggering Event is cured, pay to the Holders an amount in
      cash, as liquidated damages, and not as a penalty, for the estimated cost to
      the
      Holders of not having liquid securities in the time contemplated by the
      Transaction Documents, equal to 2% of the then outstanding principal amount
      under the Notes. The payments to which the Holders shall be entitled pursuant
      to
      this Section are referred to herein as “Registration Delay Payments.”
Registration Delay Payments shall be calculated on a cumulative basis and paid
      within five (5) Business Days of the Event Date and each monthly anniversary
      thereof. If the Company fails to make Registration Delay Payments in a timely
      manner, such Registration Delay Payments shall bear interest at the rate of
      2.0%
      per month (or the maximum rate permitted by law), pro-rated for partial months,
      until paid in full.




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3.  Registration
      Procedures .
      In
      connection with the Company’s registration obligations hereunder, the Company
      shall:




(a)  Ensure
      that each Registration Statement filed pursuant to Section 2(a) shall contain
      (except if otherwise directed by the Holders) the “Plan of Distribution”
attached hereto as Annex A, and cause the Registration Statement to become
      effective and remain effective as provided herein; provided, that not less
      than
      three (3) Business Days prior to the filing of the Registration Statement or
      any
      related Prospectus or any amendment or supplement thereto (including any
      document that would be incorporated or deemed to be incorporated therein by
      reference), the Company shall, (i) furnish to the Holders, their Special Counsel
      and any managing underwriters, copies of all such documents proposed to be
      filed, which documents (other than those incorporated or deemed to be
      incorporated by reference) will be subject to the review of such Holders, theft
      Special Counsel and such managing underwriters, and (ii) cause its officers
      and
      directors, counsel and independent certified public accountants to respond
      to
      such inquiries as shall be necessary, in the reasonable opinion of respective
      counsel to such Holders and such underwriters, to conduct a reasonable
      investigation within the meaning of the Securities Act. The Company shall not
      file the Registration Statement or any such Prospectus or any amendments or
      supplements thereto to which the Holders of a majority of the Registrable
      Securities, their Special Counsel, or any managing underwriters, shall
      reasonably object.




(b)  (i)
      Prepare and file with the Commission such amendments, including post-effective
      amendments, to the Registration Statement and the Prospectus used in connection
      therewith as may be necessary to keep the Registration Statement continuously
      effective as to the applicable Registrable Securities for the Effectiveness
      Period and prepare and file with the Commission such additional Registration
      Statements in order to register for resale under the Securities Act all of
      the
      Registrable Securities; (ii) cause the related Prospectus to be amended or
      supplemented by any required Prospectus supplement, and as so supplemented
      or
      amended to be filed pursuant to Rule 424; (iii) respond as promptly as
      reasonably possible, and in any event within ten (10) days, to any comments
      received from the Commission with respect to the Registration Statement or
      any
      amendment thereto and as promptly as reasonably possible provide the Holders
      true and complete copies of all correspondence from and to the Commission
      relating to the Registration Statement; and (iv) comply in all material respects
      with the provisions of the Securities Act and the Exchange Act with respect
      to
      the disposition of all Registrable Securities covered by the Registration
      Statement during the applicable period in accordance with the intended methods
      of disposition by the Holders thereof set forth in the Registration Statement
      as
      so amended or in such Prospectus as so supplemented.




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(c)  (i)
      File
      additional Registration Statements if the number of Registrable Securities
      at
      any time exceeds 85% of the number of shares of Common Stock then registered
      in
      a Registration Statement. The Company shall have twenty (20) days to file such
      additional Registration Statements after such requirement notice of which may
      be
      given by the Holders). In such event, the Registration Statement required to
      be
      filed by the Company shall include a number of shares of Common Stock equal
      to
      no less than 200% of the number of shares of Common Stock into which the then
      outstanding principal amount and interest under the Notes is convertible
      (assuming such conversion occurred on the filing date for such Registration
      Statement or the date of the filing of the final acceleration request therefor,
      whichever date yields a lower Conversion Price) and any other Registrable
      Securities not then registered in a Registration Statement. The Filing Date
      and
      Effectiveness Date relative to any such Registration Statements shall be the
      30th and 90th day, respectively, following the date that such shortfall first
      existed.




(ii)
      File
      such supplements or attach “stickers” to the Registration Statement or
      Prospectus as and when required by the Commission to evidence a material amount
      of resales by a Holder pursuant to a Prospectus. In connection therewith, if
      such supplements or such “stickers” are periodically required by the Commission,
      the Company shall, within four (4) Business Days, file such supplements or
      attach such “stickers” whenever a Holder has sold 50% of the Registrable
      Securities covered by the then outstanding Prospectus (as last supplemented
      or
“stickered”) in order to cover 100% of the number of the outstanding Registrable
      Securities.




(d)  Notify
      the Holders, their Special Counsel and any managing underwriters as promptly
      as
      reasonably possible (and, in the case of (i)(A) below, not less than five (5)
      Business Days (or, in the case of a supplement or “sticker” required to be filed
      pursuant to Section 3(c)(ii), within one ( 1 ) Business Day) prior to such
      filing) and (if requested by any such Person) confirm such notice in writing
      no
      later than one (1) Business Day following the day (i)(A) when a Prospectus
      or
      any Prospectus supplement or post-effective amendment to the Registration
      Statement is proposed to be filed; (lB) when the Commission notifies the Company
      whether there will be a “review” of such Registration Statement and whenever the
      Commission comments in writing on such Registration Statement (the Company
      shall
      provide true and complete copies thereof and all written responses thereto
      to
      each of the Holders); and (C) with respect to the Registration Statement or
      any
      post-effective amendment, when the same has become effective; (ii) of any
      request by the Commission or any other Federal or state governmental authority
      for amendments or supplements to the Registration Statement or Prospectus or
      for
      additional information; (iii) of the issuance by the Commission of any stop
      order suspending the effectiveness of the Registration Statement covering any
      or
      all of the Registrable Securities or the initiation of any Proceedings for
      that
      purpose; (iv) if at any time any of the representations and warranties of the
      Company contained in any agreement (including any underwriting agreement)
      contemplated hereby ceases to be true and correct in all material respects;
      (v)
      of the receipt by the Company of any notification with respect to the suspension
      of the qualification or exemption from qualification of any of the Registrable
      Securities for sale in any jurisdiction, or the initiation or threatening of
      any
      Proceeding for such purpose; and (vi) of provided, however, that the Company
      shall not be required to qualify generally to do business in any jurisdiction
      where it is not then so qualified or subject the Company to any material tax
      in
      any such jurisdiction where it is not then so subject.




(e)  Cooperate
      with the Holders and any managing underwriters to facilitate the timely
      preparation and delivery of certificates representing Registrable Securities
      to
      be delivered to a transferee pursuant to a Registration Statement, which
      certificates shall be free, to the extent permitted by the loan Agreement,
      of
      all restrictive legends, and to enable such Registrable Securities to be in
      such
      denominations and registered in such names as any such managing underwriters
      or
      Holders may request.




7




(f)  Upon
      the
      occurrence of any event contemplated by Section 3(d)(vi), as promptly as
      reasonably possible, prepare a supplement or amendment, including a
      post-effective amendment, to the Registration Statement or a supplement to
      the
      related Prospectus or any document incorporated or deemed to be incorporated
      therein by reference, and file any other required document so that, as
      thereafter delivered, neither the Registration Statement nor such Prospectus
      will contain an untrue statement of a material fact or omit to state a material
      fact required to be stated therein or necessary to make the statements therein,
      in light of the circumstances under which they were made, not
      misleading.




(g)  Use
      its
      best efforts to cause all Registrable Securities relating to such Registration
      Statement to be listed on the Nasdaq SmallCap Market (“NASDAQ”) or on any other
      stock market or trading facility on which the shares of Common Stock are traded,
      listed or quoted (each a “Subsequent Market”) as and when required pursuant to
      the Loan Agreement.




(h)  Enter
      into such agreements (including an underwriting agreement in form, scope and
      substance as is customary in Underwritten Offerings) and take all such other
      actions in connection therewith (including those reasonably requested by any
      managing underwriters and the Holders of a majority of the Registrable
      Securities being sold) in order to expedite or facilitate the disposition of
      such Registrable Securities, and whether or not an underwriting agreement is
      entered into, (i) make such representations and warranties to such Holders
      and
      such underwriters as are customarily made by issuers to underwriters in
      underwritten public offerings (subject to the scheduling of appropriate
      exceptions to insure such representations and warranties are accurate), and
      confirm the same if and when requested; (ii) in the case of an Underwritten
      Offering obtain and deliver copies thereof to each Holder and the managing
      underwriters, if any, of opinions of counsel to the Company and updates thereof
      addressed to each Holder and each such underwriter, in form, scope and substance
      reasonably satisfactory to any such managing underwriters and Special Counsel
      to
      the selling Holders coveting the matters customarily covered in opinions
      requested in Underwritten Offerings and such other matters as may be reasonably
      requested by such Special Counsel and underwriters; (iii) immediately prior
      to
      the effectiveness of the Registration Statement, and, in the case of an
      Underwritten Offering, at the time of delivery of any Registrable Securities
      sold pursuant thereto, use its best reasonable efforts to obtain and deliver
      copies to the Holders and the managing underwriters, if any, of “cold comfort”
letters and updates thereof from the independent certified public accountants
      of
      the Company (and, if necessary, any other independent certified public
      accountants of any subsidiary of the Company or of any business acquired by
      the
      Company for which financial statements and financial data is, or is required
      to
      be, included in the Registration Statement), addressed to the Company in form
      and substance as are customary in the occurrence of any event or passage of
      time
      that makes the financial statements included in the Registration Statement
      ineligible for inclusion therein or any statement made in the Registration
      Statement or Prospectus or any document incorporated or deemed to be
      incorporated therein by reference untrue in any material respect or that
      requires any revisions to the Registration Statement, Prospectus or other
      documents so that, in the case of the Registration Statement or the Prospectus,
      as the case may be, it will not contain any untrue statement of a material
      fact
      or omit to state any material fact required to be stated therein or necessary
      to
      make the statements therein, in light of the circumstances under which they
      were
      made, not misleading.




8







(i)  Use
      its
      best efforts to avoid the issuance of, or, if issued, obtain the withdrawal
      of
      (i) any order suspending the effectiveness of the Registration Statement, or
      (ii) any suspension of the qualification (or exemption from qualification)
      of
      any of the Registrable securities for sale in any jurisdiction, at the earliest
      practicable moment.




(j)  If
      requested by any managing underwriter or the Holders of a majority in interest
      of the Registrable Securities to be sold in connection with an Underwritten
      Offering, (i) promptly incorporate in a Prospectus supplement or post-effective
      amendment to the Registration Statement such information as such managing
      underwriters and such Holders reasonably agree should be included therein,
      and
      (ii) make all required filings of such Prospectus supplement or such
      post-effective amendment as soon as practicable after the Company has received
      notification of the matters to be incorporated in such Prospectus supplement
      or
      post-effective amendment, provided, that the Company shall not be required
      to
      take any action pursuant to this Section 3(f) that would, in the opinion of
      counsel for the Company, violate applicable law or be materially detrimental
      to
      the business prospects of the Company.




(k)  Furnish
      to each Holder, its Special Counsel and any managing underwriters, without
      charge, at least one conformed copy of each Registration Statement and each
      amendment thereto, including financial statements and schedules, all documents
      incorporated or deemed to be incorporated therein by reference, and all exhibits
      to the extent requested by such Person (including those previously furnished
      or
      incorporated by reference) promptly after the filing of such documents with
      the
      Commission.




(l)  Promptly
      deliver to each Holder, its Special Counsel, and any managing underwriters,
      without charge, as many copies of the Prospectus or Prospectuses (including
      each
      form of prospectus) and each amendment or supplement thereto as such Persons
      may
      reasonably request; and the Company hereby consents to the use of such
      Prospectus and each amendment or supplement thereto by each of the selling
      Holders and any underwriters in connection with the offering and sale of the
      Registrable Securities covered by such Prospectus and any amendment or
      supplement thereto.




(m)  Prior
      to
      any public offering of Registrable Securities, use its best efforts to register
      or qualify or cooperate with the selling Holders, their Special Counsel and
      any
      underwriters in connection with the registration or qualification (or exemption
      from such registration or qualification) of such Registrable Securities for
      offer and sale under the securities or Blue Sky laws of such jurisdictions
      within the United States as any Holder or underwriter requests in writing,
      to
      keep each such registration or qualification (or exemption therefrom) effective
      during the Effectiveness Period and to do any and all other acts or things
      necessary. or advisable to enable the disposition in such jurisdictions of
      the
      Registrable Securities covered by a Registration Statement; connection with
      Underwritten Offerings; (iv) if an underwriting agreement is entered into,
      the
      same shall contain indemnification provisions and procedures no less favorable
      to the selling Holders and the underwriters, if any, than those set forth in
      Section 5 (or such other provisions and procedures acceptable to the managing
      underwriters, if any, and Holders of a majority of Registrable Securities
      participating in such Underwritten Offering); and (v) deliver such documents
      and
      certificates as may be reasonably requested by the Holders of a majority of
      the
      Registrable Securities being sold, their Special Counsel or any managing
      underwriters to evidence the continued validity of the representations and
      warranties made pursuant to Section 3(m)(i) above and to evidence compliance
      with any customary conditions contained in the underwriting agreement or other
      agreement entered into by the Company.




9


(n)  Make
      available for inspection by the selling Holders, any representative of such
      Holders, any underwriter participating in any disposition of Registrable
      Securities, and any attorney or accountant retained by such selling Holders
      or
      underwriters, at the offices where normally kept, during reasonable business
      hours, all financial and other records, pertinent corporate documents and
      properties of the Company and its subsidiaries, and cause the officers,
      directors, agents and employees of the Company and its subsidiaries to supply
      all information in each ease reasonably requested by any such Holder,
      representative, underwriter, attorney or accountant in connection with the
      Registration Statement; provided, that any information that is determined in
      good faith by the Company in writing to be of a confidential nature at the
      time
      of delivery of such information shall be kept confidential by such Persons,
      unless (i) disclosure of such information is required by court or administrative
      order or is necessary to respond to inquiries of regulatory authorities; (ii)
      disclosure of such information, in the opinion of counsel to such Person, is
      required by law; (iii) such information becomes generally available to the
      public other than as a result of a disclosure or failure to safeguard by such
      Person; or (iv) such information becomes available to such Person from a source
      other than the Company and such source is not known by such Person to be bound
      by a confidentiality agreement with the Company.




(o)  Comply
      with all applicable rules and regulations of the Commission.




(p)  The
      Company may require each selling Holder to furnish to the Company such
      information regarding the distribution of such Registrable Securities and the
      beneficial ownership of Common Stock held by such Holder as is required by
      law
      to be disclosed in the Registration Statement, and the Company may exclude
      from
      such registration the Registrable Securities of any such Holder who unreasonably
      fails to furnish such information within a reasonable time after receiving
      such
      request.




(q)  If
      the
      Registration Statement refers to any Holder by name or otherwise as the holder
      of any securities of the Company, then such Holder shall have the right to
      require (if such reference to such Holder by name or otherwise is not required
      by the Securities Act or any similar Federal statute then in force) the deletion
      of the reference to such Holder in any amendment or supplement to the
      Registration Statement filed or prepared subsequent to the time that such
      reference ceases to be required.




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4.  Registration
      Expenses




(a)  All
      fees
      and expenses incident to the performance of or compliance with this Agreement
      by
      the Company, except as and to the extent specified in Section 4(b), shall be
      borne by the Company whether or not pursuant to an Underwritten Offering and
      whether or not the Registration Statement is filed or becomes effective and
      whether or not any Registrable Securities are sold pursuant to the Registration
      Statement. The fees and expenses referred to in the foregoing sentence shall
      include, without limitation, (i) all registration and filing fees (including,
      without limitation, fees and expenses (A) with respect to filings required
      to be
      made with the NASDAQ and any Subsequent Market on which the Common Stock is
      then
      listed for trading, and (B) in compliance with state securities or Blue Sky
      laws
      (including, without limitation, fees and disbursements of counsel for the
      Holders in connection with Blue Sky qualifications or exemptions of the
      Registrable Securities and determination of the eligibility of the Registrable
      Securities for investment under the laws of such jurisdictions as the managing
      underwriters, if any, or the Holders of a majority of Registrable Securities
      may
      designate)), (ii) printing expenses (including, without limitation, expenses
      of
      printing certificates for Registrable Securities and of printing prospectuses
      if
      the printing of prospectuses is requested by the managing underwriters, if
      any,
      or by the Holders of a majority of the Registrable Securities included in the
      Registration Statement), (iii)messenger, telephone and delivery expenses, (iv)
      fees and disbursements of counsel for the Company and Special Counsel for the
      Holders, (v) Securities Act liability insurance, if the Company so desires
      such
      insurance, and (vi) fees and expenses of all other Persons retained by the
      Company in connection with the consummation of the transactions contemplated
      by
      this Agreement. In addition, the Company shall be responsible for all of its
      internal expenses incurred in connection with the consummation of the
      transactions contemplated by this Agreement (including, without limitation,
      all
      salaries and expenses of its officers and employees performing legal or
      accounting duties), the expense of any annual audit and the fees and expenses
      incurred in connection with the listing of the Registrable Securities on any
      securities exchange as required hereunder.




(b)  If
      the
      Holders require an Underwritten Offering pursuant to the terms hereof and there
      shall not be at such time an effective Registration Statement coveting all
      of
      the Registrable Securities pursuant to which the Holders are both named Selling
      Securityholders thereunder and permitted to utilize the Prospectus thereunder
      to
      resell such Registrable Securities held by them, then the Company shall be
      responsible for all costs, fees and expenses in connection therewith, except
      for
      the fees and disbursements of the Underwriters (including any underwriting
      commissions and discounts) and their legal counsel and accountants. By way
      of
      illustration which is not intended to diminish from the provisions of Section
      4(a), the Holders shall not be responsible for, and the Company shall be
      required to pay, the fees or disbursements incurred by the Company (including
      by
      its legal counsel and accountants) in connection with, the preparation and
      filing of a Registration Statement and related Prospectus for such offering,
      the
      maintenance of such Registration Statement in accordance with the terms hereof,
      the listing of the Registrable Securities in accordance with the requirements
      hereof, and printing expenses incurred to comply with the requirements hereof.
      If the Holders require an Underwritten Offering at a time when all of the
      circumstances specified in the opening clause to the first sentence of this
      Section 4(13) are present, then such Holders shall bear all the fees and
      disbursements of the underwriters, including those costs specified in this
      Section 4(b).




11


5.  Indemnification




(a)  Indemnification
      by the Company .
      The
      Company shall, notwithstanding any termination of this Agreement, indemnify
      and
      hold harmless each Holder, the officers, directors, agents (including any
      underwriters retained by such Holder in connection with the offer and sale
      of
      Registrable Securities), brokers (including brokers who offer and sell
      Registrable Securities as principal as a result of a pledge or any failure
      to
      perform under a margin call of Common Stock), investment advisors and employees
      of each of them, each Person who controls any such Holder (within the meaning
      of
      Section 15 of the Securities Act or Section 20 of the Exchange Act) and the
      officers, directors, agents and employees of each such controlling Person,
      to
      the fullest extent permitted by applicable law, from and against any and all
      losses, claims, damages, liabilities, costs (including, without limitation,
      costs of preparation and attorneys’ fees) and expenses (collectively, “Losses”),
      as incurred, arising out of or relating to any untrue or alleged untrue
      statement of a material fact contained in the Registration Statement, any
      Prospectus or any form of prospectus or in any amendment or supplement thereto
      or in any preliminary prospectus, or arising out of or relating to any omission
      or alleged omission of a material fact required to be stated therein or
      necessary to make the statements therein (in the case of any Prospectus or
      form
      of prospectus or supplement thereto. in light of the circumstances under which
      they were made) not misleading, except to the extent, but only to the extent,
      that (1) such untrue statements or omissions are based solely upon information
      regarding such Holder furnished in writing to the Company by such Holder
      expressly for use therein, or to the extent that such information relates to
      such Holder or such Holder’s proposed method of distribution of Registrable
      Securities and was reviewed and expressly approved in writing by such Holder
      expressly for use in the Registration Statement, such Prospectus or such form
      of
      Prospectus or in any amendment or supplement thereto or (2) in the case of
      an
      occurrence of an event of the type specified in Section 3(d)(ii)-(vi), the
      use
      by such Holder of an outdated or defective Prospectus after the Company has
      notified such Holder in writing that the Prospectus is outdated or defective
      and
      prior to the receipt by such Holder of the Advice contemplated in Section 6(0.
      The Company shall notify the Holders promptly of the institution, threat or
      assertion of any Proceeding of which the Company is aware in connection with
      the
      transactions contemplated by this Agreement.




(b)  Indemnification
      by Holders .
      Each
      Holder shall, severally and not jointly, indemnify and hold harmless the
      Company, its directors, officers, agents and employees, each Person who controls
      the Company (within the meaning of Section 15 of the Securities Act and Section
      20 of the Exchange Act), and the directors, officers, agents or employees of
      such controlling Persons, to the fullest extent permitted by applicable law,
      from and against all Losses (as determined by a court of competent jurisdiction
      in a final judgment not subject to appeal or review) arising solely out of
      or
      based solely upon any untrue statement of a material fact contained in the
      Registration Statement, any Prospectus, or any form of prospectus, or in any
      amendment or supplement thereto, or arising solely out of or based solely upon
      any omission of a material fact required to be stated therein or necessary
      to
      make the statements therein not misleading to the extent, but only to the
      extent, that such untrue statement or omission is contained in any information
      so furnished in writing by such Holder to the Company specifically for inclusion
      in the Registration Statement or such Prospectus or to the extent that such
      information relates to such Holder or such Holder’s proposed method of
      distribution of Registrable Securities and was reviewed and expressly approved
      in writing by such Holder expressly for use in the Registration Statement,
      such
      Prospectus or such form of Prospectus, or in any amendment or supplement
      thereto. In no event shall the liability of any selling Holder hereunder be
      greater in amount than the dollar amount of the net proceeds received by such
      Holder upon the sale of the Registrable Securities giving rise to such
      indemnification obligation.




12


(c)  Conduct
      of Indemnification Proceedings .
      If any
      Proceeding shall be brought or asserted against any Person entitled to indemnity
      hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify
      the Person from whom indemnity is sought (the “Indemnifying Party›”) in writing,
      and the Indemnifying Party shall assume the defense thereof, including the
      employment of counsel reasonably satisfactory to the Indemnified Party and
      the
      payment of all fees and expenses incurred in connection with defense thereof;
      provided, that the failure of any Indemnified Party to give such notice shall
      not relieve the Indemnifying Party of its obligations or liabilities pursuant
      to
      this Agreement, except (and only) to the extent that it shall be finally
      determined by a court of competent jurisdiction (which determination is not
      subject to appeal or further review) that such failure shall have proximately
      and materially adversely prejudiced the Indemnifying Party.




An
      Indemnified Party shall have the right to employ separate counsel in any such
      Proceeding and to participate in the defense thereof, but the fees and expenses
      of such counsel shall be at the expense of such Indemnified Party or Parties
      unless: (1) the Indemnifying Party has agreed in writing to pay such fees and
      expenses; (2) the Indemnifying Party shall have failed promptly to assume the
      defense of such Proceeding and to employ counsel reasonably satisfactory to
      such
      lndemnified Party in any such Proceeding; or (3) the named parties to any such
      Proceeding (including any impleaded parties) include both such Indemnified
      Party
      and the Indemnifying Party, and such Indemnified Party shall have been advised
      by counsel that a conflict of interest is likely to exist if the same counsel
      were to represent such Indemnified Party and the Indemnifying Party (in which
      case, if such Indemnified Party notifies the Indemnifying Party in writing
      that
      it elects to employ separate counsel at the expense of the Indemnifying Party,
      the Indemnifying Party shall not have the right to assume the defense thereof
      and such counsel shall be at the expense of the Indemnifying Party). The
      Indemnifying Party shall not be liable for any settlement of any such Proceeding
      effected without its written consent, which consent shall not be unreasonably
      withheld. No Indemnifying Party shall, without the prior written consent of
      the
      Indemnified Party, effect any settlement of any pending Proceeding in respect
      of
      which any Indemnified Party is a party, unless such settlement includes an
      unconditional release of such Indemnified Party from all liability on claims
      that are the subject matter of such Proceeding.





All
      fees
      and expenses of the Indemnified Party (including reasonable fees ‘and expenses
      to the extent incurred in connection with investigating or preparing to defend
      such Proceeding in a manner not inconsistent with this Section) shall be paid
      to
      the Indemnified Party, as incurred, within ten (10) Business Days of written
      notice thereof to the Indemnifying Party (regardless of whether it is ultimately
      determined that an Indemnified Party is not entitled to indemnification
      hereunder; provided, that the Indemnifying Party may require such Indemnified
      Party to undertake to reimburse all such fees and expenses to the extent it
      is
      finally judicially determined that such Indemnified Party is not entitled to
      indemnification hereunder).




(d)  Contribution .
      If a
      claim for indemnification under Section 5(a) or 5(b) is unavailable to an
      Indemnified Party (by reason of public policy or otherwise), then each
      Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
      contribute to the amount paid or payable by such Indemnified Party as a result
      of such Losses, in such proportion as is appropriate to reflect the relative
      fault of the Indemnifying Party and Indemnified Party in connection with the
      actions, statements or omissions that resulted in such Losses as well as any
      other relevant equitable considerations. The relative fault of such Indemnifying
      Party and Indemnified Party shall be determined by reference to, among other
      things, whether any action in .question, including any untrue or alleged untrue
      statement of a material fact or omission or alleged omission of a material
      fact,
      has been taken or made by, or relates to information supplied by, such
      Indemnifying Party or Indemnified Party, and the parties’ relative intent,
      knowledge, access to information and opportunity to correct or prevent such
      action, statement or omission. The amount paid or payable by a party as a result
      of any Losses shall be deemed to include, subject to the limitations set forth
      in Section 5(c), any reasonable attorneys’ or other reasonable fees or expenses
      incurred by such party in connection with any Proceeding to the extent such
      party would have been indemnified for such fees or expenses if the
      indemnification provided for in this Section was available to such party in
      accordance with its terms.




13




The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 5(d) were determined by pro rata allocation or by
      any
      other method of allocation that does not take into account the equitable
      considerations referred to in the immediately preceding paragraph.
      Notwithstanding the provisions of this Section 5(d), no Holder shall be required
      to contribute, in the aggregate, any amount in excess of the amount by which the
      proceeds actually received by such Holder from the sale of the Registrable
      Securities subject to the Proceeding exceeds the amount of any damages that
      such
      Holder has otherwise been required to pay by reason of such untrue or alleged
      untrue statement or omission or alleged omission. No Person guilty of fraudulent
      misrepresentation (within the meaning of Section 1 l(f) of the Securities Act)
      hall be entitled to contribution from any Person who was not guilty of such
      fraudulent misrepresentation.




The
      indemnity and contribution agreements contained in this Section are in addition
      to any liability that the Indemnifying Parties may have to the Indemnified
      Parties.




6.  Miscellaneous




(a)  Remedies.
      In the event of a breach by the Company or by a Holder, of any of their
      obligations under this Agreement, each Holder or the Company, as the ease may
      be, in addition to being entitled to exercise all rights granted by law and
      under this Agreement, including recovery of damages, will be entitled to
      specific performance o fits rights under this Agreement. The Company and each
      Holder agree that monetary damages would not provide adequate compensation
      for
      any losses incurred by reason of a breach by it of any of the provisions of
      this
      Agreement and hereby further agrees that, in the event of any action for
      specific performance in respect of such breach, it shall waive the defense
      that
      a remedy at law would be adequate.




(b)  No
      Inconsistent Agreements .
      Neither
      the Company nor any of its subsidiaries has entered, as of the date hereof,
      nor
      shall the Company or any of its subsidiaries, on or after the date of this
      Agreement, enter into any agreement with respect to its securities that is
      inconsistent with the rights granted to the Holders in this Agreement or
      otherwise conflicts with the provisions hereof. Except as and to the extent
      specified in Schedule 6(b) hereto, neither the Company nor any of its
      subsidiaries has previously entered into any agreement granting any registration
      rights with respect to any of its securities to any Person. Without limiting
      the
      generality of the foregoing, without the written consent of the Holders of
      a
      majority of the then outstanding Registrable Securities, the Company shall
      not
      grant to any Person the right to request the Company to register any securities
      of the Company under the Securities Act unless the rights so granted are subject
      in all respects to the prior rights in full of the Holders set forth herein,
      and
      are not otherwise in conflict or inconsistent with the provisions of this
      Agreement.




14






(c)  No
      Piggyback on Registrations .
      Except
      as and to the extent specified in Schedule 6(b) hereto, neither the Company
      nor
      any of its security holders (other than the Holders in such capacity pursuant
      hereto) may include securities of the Company in the Registration Statement
      other than the Registrable Securities, and the Company shall not after the
      date
      hereof enter into any agreement providing any such right to any of its security
      holders.




(d)  Piggy-Back
      Registrations .
      If at
      any time when there is not an effective Registration Statement covering all
      of
      the Registrable Securities, the Company shall determine to prepare and file
      with
      the Commission a registration statement relating to an offering for its own
      account or the account of others under the Securities Act of any of its equity
      securities, other than on Form S-4 or Form S-8 (each as promulgated under the
      Securities Act) or their then equivalents relating to equity securities to
      be
      issued solely in connection with any acquisition of any entity or business
      or
      equity securities issuable in connection with stock option or other employee
      benefit plans, then the Company shall send to each Holder written notice of
      such
      determination and, if within twenty (20) days after receipt of such notice,
      any
      such Holder shall so request in writing, the Company shall include in such
      registration statement all or any part of such Registrable Securities such
      Holder requests to be registered; provided, however, that the Company shall
      not
      be required to register any Registrable Securities pursuant to this Section
      6(d)
      that are eligible for sale pursuant to Rule 144(k) of the Securities
      Act.




(e)  Prospectus
      Delivery Requirements .
      Each
      Holder covenants and agrees that (i) it will not sell any Registrable Securities
      under the Registration Statement until it has received copies of the Prospectus
      as then amended or supplemented as contemplated in Section 3(h) and notice
      from
      the Company that such Registration Statement and any post-effective amendments
      thereto have become effective as contemplated by Section 3(d), and (ii) it
      and
      its officers, directors or Affiliates, if any, will comply with the prospectus
      delivery requirements of the Securities Act as applicable to any of them in
      connection with sales of Registrable Securities pursuant to the Registration
      Statement.




(f)  Discontinued
      Disposition .
      Each
      Holder agrees by its acquisition of such Registrable Securities that, upon
      receipt of a notice from the Company of the occurrence of any event of the
      kind
      described in Sections 3(d)(ii), 3(d)(iii), 3(d)(iv), 3(d)(v) or 3(d)(vi), such
      Holder will forthwith discontinue disposition of such Registrable Securities
      under the Registration Statement until such Holder’s receipt of the copies of
      the supplemented Prospectus and/or amended Registration Statement contemplated
      by Section 3(k), or until it is advised in writing (the “Advice”) by the Company
      that the use of the applicable Prospectus may be resumed, and, in either case,
      has received copies of any additional or supplemental filings that are
      incorporated or deemed to be incorporated by reference in such Prospectus or
      Registration Statement. The Company may provide appropriate stop orders to
      enforce the provisions of this paragraph.




15






(g)  Amendments
      and Waivers .
      The
      provisions of this Agreement, including the provisions of this sentence, may
      not
      be amended, modified or supplemented, and waivers or consents to departures
      from
      the provisions hereof may not be given, unless the same shall be in writing
      and
      signed by the Company and the Holders of at least two-thirds of the then
      outstanding Registrable Securities. Notwithstanding the foregoing, a waiver
      or
      consent to depart from the provisions hereof with respect to a matter that
      relates exclusively to the rights of certain Holders and that does not directly
      or indirectly affect the rights of other Holders may be given by Holders of
      at
      least a majority of the Registrable Securities to which such waiver or consent
      relates; provided, however, that the provisions of this sentence may not be
      amended, modified, or supplemented except in accordance with the provisions
      of
      the immediately preceding sentence.




(h)  Notices .
      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 the
      Loan
      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:




If
      to the
      Company:  Bio
      Solutions Manufacturing, Inc.


4440
      Arville Street # 6


Las
      Vegas, NV 89103


Facsimile
      No.: (702) 222-9126


Attn:
      Secretary





If
      to
      Holders:   At
      the
      address set forth opposite their name on the signature page





If
      to any
      other Person who is then the registered Holder: To the address of such Holder
      as
      it appears in the stock transfer books of the Company or such other address
      as
      may be designated in writing hereafter, in the same manner, by such
      Person.





(i)  Successors
      and Assigns .
      This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      permitted assigns of each of the parties and shall inure to the benefit of
      each
      Holder and its successors and permitted assigns. The Company may not assign
      its
      rights or obligations hereunder without the prior written consent of each
      Holder. Each Holder may assign their respective rights hereunder in the manner
      and to the Persons as permitted under this Agreement and the Loan
      Agreement.




(j)  Counterparts .
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same Agreement. In the event that any signature
      is
      delivered by facsimile transmission, such signature shall create a valid binding
      obligation of the party executing (or on whose behalf such signature is
      executed) the same with the same force and effect as if such facsimile signature
      were the original thereof.




16





(k)  Governing
      Law .
      All
      questions concerning the construction, validity, enforcement and interpretation
      of 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, 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.




(l)  Cumulative
      Remedies .
      The
      remedies provided herein are cumulative and not exclusive of any remedies
      provided by law.




(m)  Severability .
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable, the
      remainder of’ the terms, provisions, covenants and restrictions set forth herein
      shall remain in full force and effect and shall in no way be affected, impaired
      or invalidated, and the parties hereto shall use their reasonable efforts to
      find and employ an alternative means to achieve the same or substantially the
      same result as that contemplated by such term, provision, covenant or
      restriction. It is hereby stipulated and declared to be the intention of the
      parties that they would have executed the remaining terms, provisions, covenants
      and restrictions without including any of such that may be hereafter declared
      invalid, illegal, void or unenforceable.




(n)  Headings .
      The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.




(o)  Shares
      Held by the Company and its Affiliates .
      Whenever the consent or approval of Holders of a specified percentage of
      Registrable Securities is required hereunder, Registrable Securities held by
      the
      Company or its Affiliates (other than any Holder or transferees or successors
      or
      assigns thereof if such Holder is deemed to be an Affiliate solely by reason
      of
      its holdings of such Registrable Securities) shall not be counted in determining
      whether such consent or approval was given by the Holders of such required
      percentage.




IN
      WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
      as
      of the date first written above.




BIO SOLUTIONS MANUFACTURING,
              INC.By:/s/
                David S. BennettName: David S. BennettTitle:
              President







17





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      OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE
      PAGE TO FOLLOW]


HOLDERS:




[INTENTIONALLY
      OMITTED]











Annex
      A





**Plan
      of Distribution**







The
      Selling Stockholders and any of their pledgees, donees, transferees, assignees
      and successors-in-interest may, from time to time, sell any or all of their
      shares of Common Stock on any stock exchange, market or trading facility on
      which the shares are traded or in private transactions. These sales may be
      at
      fixed or negotiated prices. The Selling Stockholders may use any one or more
      of
      the following methods when selling shares:




·
            ordinary
                brokerage transactions and transactions in which the broker-dealer
                solicits purchasers;




·
            block
                trades in which the broker-dealer will attempt to sell the shares
                as agent
                but may position and resell a portion of the block as principal to
                facilitate the transaction;




·
            purchases
                by a broker-dealer as principal and resale by the broker-dealer for
                its
                account;




·
            an
                exchange distribution in accordance with the rules of the applicable
                exchange;




·
            privately
                negotiated transactions;




·
            short
                sales;




·
            broker-dealers
                may agree with the Selling Stockholders to sell a specified number
                of such
                shares at a stipulated price per
                share;




·
            a
                combination of any such methods of sale;
                and




·
            any
                other method permitted pursuant to applicable
                law.




The
      Selling Stockholders may also sell shares under Rule 144 under the Securities
      Act, if


available,
      rather than under this prospectus.




The
      Selling Stockholders may also engage in short sales against the box, puts and
      calls and other transactions in securities of the Company or derivatives of
      Company securities and may sell or deliver shares in connection with these
      trades. The Selling Stockholders may pledge their shares to their brokers under
      the margin provisions of customer agreements. If a Selling Stockholder defaults
      on a margin loan, the broker may, from time to time, offer and sell the pledged
      shares.




Broker-dealers
      engaged by the Selling Stockholders may arrange for other brokers-dealers to
      participate in sales. Broker-dealers may receive commissions or discounts from
      the Selling Stockholders (or, if any broker-dealer acts as agent for the
      purchaser of shares, from the purchaser) in amounts to be negotiated. The
      Selling Stockholders do not expect these commissions and discounts to exceed
      what is customary in the types of transactions involved.




A-2


The
      Selling Stockholders and any broker-dealers or agents that are involved in
      selling the shares may be deemed to be “underwriters” within the meaning of the
      Securities Act in connection with such sales. In such event, any commissions
      received by such broker-dealers or agents and any profit on the resale of the
      shares purchased by them may be deemed to be underwriting commissions or
      discounts under the Securities Act.




The
      Company is required to pay all fees and expenses incident to the registration
      of
      the shares, including fees and disbursements of counsel to the Selling
      Stockholders. The Company has agreed to indemnify the Selling Stockholders
      against certain losses, claims, damages and liabilities, including liabilities
      under the Security Act.