**INTELLECTUAL
      PROPERTY SECURITY AGREEMENT**





INTELLECTUAL
      PROPERTY SECURITY AGREEMENT, effective as of November 29, 2006, is by and among
      Bio Solutions Manufacturing, Inc., a New York corporation (the “Company” or
“BSLM”), Bio Solutions Production, Inc., a Nevada corporation (“BSP”), Bio
      Extraction Services, Inc., a New York corporation (“BESI”, and together with
      BSP, the “Guarantors,” and together with BSLM, the “Obligors”) and the parties
      set forth on the signature page hereto and their endorsees, transferees, and
      assigns (the “Secured Parties”).




W I T N E S S E T H




WHEREAS,
      pursuant to the Loan Agreement dated the date hereof between BSLM and the
      Secured Parties, (i) the Secured Parties have agreed to amend and restate
      certain obligations relating to advances previously made by Secured Parties
      on
      behalf of BSLM (the “Amended Notes”) and (ii) the Secured Parties 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 Secured
      Parties have entered into the Loan Agreement, dated the date hereof (the “Loan
      Agreement”); and




WHEREAS,
      the Guarantors have jointly and severally and absolutely and unconditionally
      guaranteeing the full and punctual payment and performance of all of the
      obligations of BSLM to the Secured Parties pursuant to that certain Guaranty
      Agreement dated as of even date herewith (the “Guaranty”); and




WHEREAS,
      in order to induce the Secured Parties to enter into the Loan Agreement make
      the
      Loan to BSLM, the Obligors have agreed to execute and deliver to the Secured
      Parties this Agreement for the benefit of the Secured Parties and to grant
      to
      them a first priority security interest in certain intangible property of the
      Obligors to secure the prompt payment, performance, and discharge in full of
      the
      Obligors obligations under the Transaction Documents (as defined
      below).




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 parties hereto hereby agree as follows:




1.  Certain
      Definitions .
      As used
      in this Agreement, the following terms shall have the meanings set forth in
      this
      Section 1. Terms used but not otherwise defined in this Agreement that are
      defined in Article 9 of the UCC (such as “general intangibles” and “proceeds”)
      shall have the respective meanings given such terms in Article 9 of the
      UCC.








(a)  “ Collateral ”
means
      all of each Obligor’s right, title, and interest in and to all of the
      Trademarks, Patents, Copyrights, and other general intangible property of each
      Obligor, all trade secrets, intellectual property rights in computer software
      and computer software products, design rights which may be available to any
      Obligor, rights to proceeds arising from any and all claims for damages by
      way
      of past, present and future infringement of any Collateral with the right but
      not the obligation to sue on behalf of and collect such damages for said use
      or
      infringement, licenses to use any of the Copyrights, Patents, or Trademarks,
      and
      all license fees and royalties arising from such use to the extent permitted
      by
      such license or rights. The term “Collateral” shall include all of the foregoing
      items, whether presently owned or existing or hereafter acquired or coming
      into
      existence, all additions and accessions thereto, all substitutions and
      replacements thereof, and all proceeds, products and accounts thereof, including
      without limitation all proceeds from the licensing or sale or other transfer
      of
      Collateral and of insurance covering the same and of any tort claims in
      connection therewith.





(b)  “ Company ”
shall
      mean, collectively, BSLM and all of its subsidiaries.





(c)  “ Copyrights ”
means
      any and all copyrights, copyright applications, copyright registrations and
      like
      protections in each work or authorship and derivative work thereof that is
      created by any Obligor, whether published or unpublished and whether or not
      the
      same also constitutes a trade secret, now or hereafter existing, created,
      acquired or held, including, without limitation, those set forth on Exhibit
      A
      attached hereto.





(d)  “Obligations”
      means all of the Obligors’ obligations under this Agreement, the Notes, and the
      Transaction Documents in each case, whether now or hereafter existing, voluntary
      or involuntary, direct or indirect, absolute or contingent, liquidated or
      unliquidated, whether or not jointly owed with others, and whether or not from
      time to time decreased or extinguished and later increased, created or incurred,
      and all or any portion of such obligations or liabilities that are paid, to
      the
      extent all or any part of such payment is avoided or recovered directly or
      indirectly from the Secured Parties as a preference, fraudulent transfer or
      otherwise as such obligations may be amended, supplemented, converted, extended
      or modified from time to time.





(e)  “ Patents ”
means
      all of each Obligor’s patents, patent applications, letters patent, and like
      protections of the United States or any other country, including, without
      limitation, improvements, divisions, continuations, renewals, reissues,
      extensions, and continuations-in-part of the same, and including, without
      limitation, those set forth on Exhibit B attached hereto.





(f)  “ Trademarks ”
means
      any trademark, service mark right, whether or not registered, applications
      to
      register and registrations of the same and like protections, and the entire
      goodwill of the business of any Obligor connected with or symbolized by such
      trademarks, including, without limitation, those set forth on Exhibit C attached
      hereto.





(g)  “ Transaction
      Documents ”
shall
      have the meaning set forth in the Loan Agreement.





(h)  “ UCC ”
means
      the Uniform Commercial Code, as currently in effect in New
      York.


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2.  Grant
      of Security Interest .
      As an
      inducement for the Secured Parties to enter into the Loan Agreement and for
      Lender, as a Secured Party, to make the Loan to BSLM and to secure the complete
      and timely payment, performance and discharge in full, as the case may be,
      of
      all of the Obligations, each Obligor hereby, unconditionally and irrevocably,
      pledges, grants and hypothecates to the Secured Parties a continuing security
      interest in, a first lien upon, and a right of set-off against all of each
      Obligor’s right, title, and interest of whatsoever kind and nature in and to the
      Collateral (the “Security Interest”).




3.  Representations,
      Warranties, Covenants and Agreements of the Obligors .
      Each
      Obligor represents and warrants to, and covenants and agrees with, the Secured
      Parties as follows:




(a)  Each
      Obligor has the requisite corporate power and authority to enter into this
      Agreement and otherwise to carry out its obligations thereunder. The execution,
      delivery and performance by the Obligor of this Agreement and the filings
      contemplated therein have been duly authorized by all necessary action on the
      part of the Obligor and no further action is required by the
      Obligor.





(b)  The
      Obligor is the sole owner of the Collateral (except for non-exclusive licenses
      granted by the Obligor in the ordinary course of business), free and clear
      of
      any liens, security interests, encumbrances, rights or claims, and is fully
      authorized to grant the Security Interest in and to pledge the Collateral.
      There
      is not on file in any governmental or regulatory authority, agency or recording
      office an effective financing statement, security agreement, license or transfer
      or any notice of any of the foregoing (other than those that have been filed
      in
      favor of the Secured Parties pursuant to this Agreement) covering or affecting
      any of the Collateral. So long as this Agreement shall be in effect, the
      Obligors shall not execute and shall not knowingly permit to be on file in
      any
      such office or agency any such financing statement or other document or
      instrument (except to the extent filed or recorded in favor of the Secured
      Party
      pursuant to the terms of this Agreement).





(c)  Exhibit
      A
      sets forth a true and complete list of all Copyrights in existence as of the
      date of this Agreement. Exhibit B sets forth a true and complete list of all
      Patents that have been filed as of the date of this Agreement. Exhibit C sets
      forth a true and complete list of all Trademarks filed as of the date of this
      Agreement. Each Obligor shall, within ten (10) days of obtaining knowledge
      thereof, advise the Secured Parties in writing of any change in the composition
      of the Collateral, including, without limitation, any subsequent ownership
      rights of the Company in or to any Copyright, Patent, or
      Trademark.


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(d)  Each
      of
      the Patents, Trademarks, and Copyrights is valid and enforceable, and no part
      of
      the Collateral has been judged invalid or unenforceable. No written claim has
      been received that any of the Patents, Trademarks, or Copyrights or any
      Obligor’s use of any Collateral violates the rights of any third party. There
      has been no adverse decision to any Obligor’s claim of ownership rights in or
      exclusive rights to use the Collateral in any jurisdiction or to any Obligor’s
      right to keep and maintain such Collateral in full force and effect, and there
      is no proceeding involving said rights pending or, to the best knowledge of
      any
      Obligor, threatened before any court judicial body, administrative or regulatory
      agency, arbitrator or other governmental authority.





(e)  Each
      Obligor shall at all times maintain its books of account and records relating
      to
      the Collateral at its principal place of business and may not relocate such
      books of account and records or tangible Collateral unless it delivers to the
      Secured Parties at least 30 days prior to such relocation (i) written notice
      of
      such relocation and the new location thereof (which must be within the United
      States) and (ii) evidence that appropriate financing statements and other
      necessary documents have been filed and recorded and other steps have been
      taken
      to perfect the Security Interest to create in favor of the Secured Party valid,
      perfected and continuing first priority liens in the Collateral.





(f)  This
      Agreement creates in favor of the Secured Parties a valid security interest
      in
      the Collateral, including the Collateral listed on the Exhibits hereto, securing
      the payment and performance of the Obligations, and, upon making the filings
      described in the immediately following sentence, a perfected first priority
      security interest in such Collateral. Except for (x) the filing of this
      Agreement with the United States Patent and Trademark Office with respect to
      the
      Patents and Trademarks and the filing of this Agreement with the Register of
      Copyrights with respect to the Copyrights, and (y) the filing of financing
      statements on Form UCC-1 under the UCC with the jurisdictions indicated in
      Schedule A, attached hereto, no authorization or approval of or filing with
      or
      notice to any governmental authority or regulatory body is required either
      (i)
      for the grant by any Obligor of, or the effectiveness of, the Security Interest
      granted hereby or for the execution, delivery and performance of this Agreement
      by any Obligor or (ii) for the perfection of or exercise by the Secured Parties
      of its rights and remedies hereunder. Each Obligor acknowledges and agrees
      that
      a copy of this Agreement (or instruments executed and delivered pursuant hereto)
      will be filed and recorded with each of the United States Patent and Trademark
      Office and the Register of Copyrights with respect to the Patents, Trademarks,
      and Copyrights that are now or hereafter in existence.





(g)  On
      the
      date of execution of this Agreement, each Obligor will deliver to the Secured
      Parties (i) one or more executed UCC financing statements on Form UCC-1 with
      respect to the Security Interest for filing with the jurisdictions indicated
      on
      Schedule A, attached hereto and in such other jurisdictions as may be requested
      by the Secured Parties and (ii) one or more executed recordation sheets relating
      to the filing and recording of this Agreement with each of the United States
      Patent and Trademark Office and the Register of Copyrights with respect to
      the
      Patents, Trademarks, and Copyrights that are now in existence.





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(h)  The
      execution, delivery, and performance of this Agreement does not conflict with
      or
      cause a breach or default, or an event that with or without the passage of
      time
      or notice, shall constitute a breach or default, under any agreement to which
      any Obligor is a party or by which any Obligor is bound. No consent (including,
      without limitation, from stockholders or creditors of any Obligor) is required
      for the Company to enter into and perform its obligations
      hereunder.





(i)  Each
      Obligor shall at all times maintain the liens and Security Interest provided
      for
      hereunder as valid and perfected first priority liens and security interests
      in
      the Collateral in favor of the Secured Parties until this Agreement and the
      Security Interest hereunder shall be terminated pursuant to Section 10 hereof.
      Each Obligor hereby agrees to defend the same against any and all persons.
      The
      Obligors shall safeguard and protect all Collateral for the account of the
      Secured Parties. At the request of the Secured Parties, the Obligors will sign
      and deliver to the Secured Parties at any time or from time to time one or
      more
      financing statements pursuant to the UCC (or any other applicable statute)
      in
      form reasonably satisfactory to the Secured Parties and will pay the cost of
      filing the same in all public offices wherever filing is, or is deemed by the
      Secured Party to be, necessary or desirable to effect the rights and obligations
      provided for herein. Without limiting the generality of the foregoing, the
      Obligors shall pay all fees, taxes and other amounts necessary to maintain
      the
      Collateral and the Security Interest hereunder, and the Obligors shall obtain
      and furnish to the Secured Party from time to time, upon demand, such releases
      and/or subordinations of claims and liens which may be required to maintain
      the
      priority of the Security Interest hereunder.





(j)  The
      Company will not allow any Collateral to be abandoned, forfeited, or dedicated
      to the public without the prior written consent of the Secured Parties. No
      Obligor will transfer, pledge, hypothecate, encumber, license (except for
      non-exclusive licenses granted by any Obligor in the ordinary course of
      business), sell or otherwise dispose of any of the Collateral without the prior
      written consent of the Secured Parties.





(k)  Each
      Obligor shall, within ten (10) days of obtaining knowledge thereof, advise
      the
      Secured Parties, in sufficient detail, of any substantial change in the
      Collateral, and of the occurrence of any event which would have a material
      adverse effect on the value of the Collateral or on the Secured Parties’
security interest therein.





(l)  Each
      Obligor shall permit the Secured Parties and its representatives and agents
      to
      inspect the Collateral at any time, and to make copies of records pertaining
      to
      the Collateral as may be requested by the Secured Parties from time to
      time.





(m)  Each
      Obligor will take all steps reasonably necessary to diligently pursue and seek
      to preserve, enforce and collect any rights, claims, causes of action and
      accounts receivable in respect of the Collateral.





(n)  Each
      Obligor shall promptly notify the Secured Parties in sufficient detail upon
      becoming aware of any attachment, garnishment, execution or other legal process
      levied against any Collateral and of any other information received by the
      Company that may materially affect the value of the Collateral, the Security
      Interest or the rights and remedies of the Secured Parties
      hereunder.


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(o)  All
      information heretofore, herein or hereafter supplied to the Secured Parties
      by
      or on behalf of the Obligors with respect to the Collateral is accurate and
      complete in all material respects as of the date furnished.





4.  Defaults .
      The
      following events shall be “Events of Default”:




(a)  The
      occurrence of a Triggering Event (as defined in the Notes) under the
      Note;





(b)  Any
      representation or warranty of any Obligor in this Agreement or in any other
      Transaction Document, shall prove to have been incorrect in any material respect
      when made; and





(c)  The
      failure by any Obligor to observe or perform any of its obligations hereunder
      or
      in any other Transaction Document, for five (5) days after receipt by such
      Obligor of notice of such failure from the Secured Parties.





5.  Duty
      To Hold In Trust .
      Upon
      the occurrence of any Event of Default and at any time thereafter, each Obligor
      shall, upon receipt by it of any revenue, income or other sums subject to the
      Security Interest, whether payable pursuant to the Note or otherwise, or of
      any
      check, draft, note, trade acceptance or other instrument evidencing an
      obligation to pay any such sum, hold the same in trust for the Secured Parties
      and shall forthwith endorse and transfer any such sums or instruments, or both,
      to the Secured Parties for application to the satisfaction of the
      Obligations.




6.  Rights
      and Remedies Upon Default .
      Upon
      the occurrence of any Event of Default and at any time thereafter, the Secured
      Parties shall have the right to exercise all of the remedies conferred hereunder
      and under the Note and the Warrant, and the Secured Parties shall have all
      the
      rights and remedies of a Secured Parties under the UCC and/or any other
      applicable law (including the Uniform Commercial Code of any jurisdiction in
      which any Collateral is then located). Without limitation, the Secured Parties
      shall have the following rights and powers:




(a)  The
      Secured Parties shall have the right to take possession of all tangible
      manifestations or embodiments of the Collateral and, for that purpose, enter,
      with the aid and assistance of any person, any premises where the Collateral,
      or
      any part thereof, is or may be placed and remove the same, and the Company
      shall
      assemble the Collateral and make it available to the Secured Parties at places
      which the Secured Parties shall reasonably select, whether at the Obligor’s
      premises or elsewhere.





6


(b)  The
      Secured Parties shall have the right to operate the business of any Obligor
      using the Collateral and shall have the right to assign, sell, or otherwise
      dispose of and deliver all or any part of the Collateral, at public or private
      sale or otherwise, either with or without special conditions or stipulations,
      for cash or on credit or for future delivery, in such parcel or parcels and
      at
      such time or times and at such place or places, and upon such terms and
      conditions as the Secured Parties may deem commercially reasonable, all, without
      (except as shall be required by applicable statute and cannot be waived)
      advertisement or demand upon or notice to such Obligor or right of redemption
      of
      such Obligor, which are hereby expressly waived. Upon each such sale, assignment
      or other transfer of Collateral, the Secured Parties may, unless prohibited
      by
      applicable law which cannot be waived, purchase all or any part of the
      Collateral being sold, free from and discharged of all trusts, claims, right
      of
      redemption and equities of the Obligors, which are hereby waived and
      released.





(c)  The
      Secured Parties may license or, to the same extent any Obligor is permitted
      by
      law and contract to do so, sublicense, whether on an exclusive or non-exclusive
      basis, any of the Collateral throughout the world for such term, on such
      conditions and in such manner as the Secured Parties shall, in its sole
      discretion, determine.





(d)  The
      Secured Parties may (without assuming any obligations or liabilities
      thereunder), at any time, enforce (and shall have the exclusive right to
      enforce) against licensee or sublicensee all rights and remedies of any Obligor
      in, to and under any license agreement with respect to such Collateral, and
      take
      or refrain from taking any action thereunder.





(e)  The
      Secured Parties may, in order to implement the assignment, license, sale or
      other disposition of any of the Collateral pursuant to this Section, pursuant
      to
      the authority provided for in Section 11, execute and deliver on behalf of
      any
      Obligor one or more instruments of assignment of the Collateral in form suitable
      for filing, recording or registration in any jurisdictions as the Secured
      Parties may determine advisable.





7.  Applications
      of Proceeds; Expenses .




(a)  The
      proceeds of any such sale, lease, license or other disposition of the Collateral
      hereunder shall be applied first, to the expenses of retaking, holding, storing,
      processing and preparing for sale, selling, and the like (including, without
      limitation, any taxes, fees and other costs incurred in connection therewith)
      of
      the Collateral, to the reasonable attorneys’ fees and expenses incurred by the
      Secured Parties in enforcing its rights hereunder and in connection with
      collecting, storing and disposing of the Collateral, and then to satisfaction
      of
      the Obligations, and to the payment of any other amounts required by applicable
      law, after which the Secured Parties shall pay to the Obligors any surplus
      proceeds. If, upon the sale, license or other disposition of the Collateral,
      the
      proceeds thereof are insufficient to pay all amounts to which the Secured
      Parties is legally entitled, the Obligors will be liable for the deficiency,
      together with interest thereon, at the rate of 17% per annum or such lesser
      amount permitted by applicable law (the “Default Rate”), and the reasonable fees
      of any attorneys employed by the Secured Parties to collect such deficiency.
      To
      the extent permitted by applicable law, the Obligors waive all claims, damages
      and demands against the Secured Parties arising out of the repossession,
      removal, retention or sale of the Collateral, unless due to the gross negligence
      or willful misconduct of the Secured Parties.




7


(b)  The
      Obligors agree to pay all out-of-pocket fees, costs, and expenses incurred
      in
      connection with any filing required hereunder, including, without limitation,
      any financing statements, continuation statements, partial releases and/or
      termination statements related thereto or any expenses of any searches
      reasonably required by the Secured Parties. The Obligors shall also pay all
      other claims and charges which in the reasonable opinion of the Secured Parties
      might prejudice, imperil or otherwise affect the Collateral or the Security
      Interest therein. The Obligors will also, upon demand, pay to the Secured
      Parties the amount of any and all reasonable expenses, including the reasonable
      fees and expenses of its counsel and of any experts and agents, which the
      Secured Parties may incur in connection with (i) the enforcement of this
      Agreement, (ii) the custody or preservation of, or the sale of, collection
      from,
      or other realization upon, any of the Collateral, or (iii) the exercise or
      enforcement of any of the rights of the Secured Parties under the Note. Until
      so
      paid, any fees payable hereunder shall be added to the principal amount of
      the
      Note and shall bear interest at the Default Rate.




8.  Responsibility
      for Collateral .
      Each
      Obligor assumes all liabilities and responsibility in connection with all
      Collateral, and the obligations of the Obligors hereunder or under the Notes
      shall in no way be affected or diminished by reason of the loss, destruction,
      damage or theft of any of the Collateral or its unavailability for any
      reason.




9.  Security
      Interest Absolute .
      All
      rights of the Secured Parties and all Obligations of the Obligors hereunder,
      shall be absolute and unconditional, irrespective of: (a) any lack of validity
      or enforceability of this Agreement, the Notes, or any agreement entered into
      in
      connection with the foregoing, or any portion hereof or thereof; (b) any change
      in the time, manner or place of payment or performance of, or in any other
      term
      of, all or any of the Obligations, or any other amendment or waiver of or any
      consent to any departure from the Notes, or any other agreement entered into
      in
      connection with the foregoing; (c) any exchange, release or nonperfection of
      any
      of the Collateral, or any release or amendment or waiver of or consent to
      departure from any other collateral for, or any guaranty, or any other security,
      for all or any of the Obligations; (d) any action by the Secured Parties to
      obtain, adjust, settle and cancel in its sole discretion any insurance claims
      or
      matters made or arising in connection with the Collateral; or (e) any other
      circumstance which might otherwise constitute any legal or equitable defense
      available to the Obligors, or a discharge of all or any part of the Security
      Interest granted hereby. Until the Obligations shall have been paid and
      performed in full, the rights of the Secured Parties shall continue even if
      the
      Obligations are barred for any reason, including, without limitation, the
      running of the statute of limitations or bankruptcy. Each Obligor expressly
      waives presentment, protest, notice of protest, demand, notice of nonpayment
      and
      demand for performance. In the event that at any time any transfer of any
      Collateral or any payment received by the Secured Parties hereunder shall be
      deemed by final order of a court of competent jurisdiction to have been a
      voidable preference or fraudulent conveyance under the bankruptcy or insolvency
      laws of the United States, or shall be deemed to be otherwise due to any party
      other than the Secured Parties, then, in any such event, the Obligors’
obligations hereunder shall survive cancellation of this Agreement, and shall
      not be discharged or satisfied by any prior payment thereof and/or cancellation
      of this Agreement, but shall remain a valid and binding obligation enforceable
      in accordance with the terms and provisions hereof. Each Obligor waives all
      right to require the Secured Parties to proceed against any other person or
      to
      apply any Collateral which the Secured Parties may hold at any time, or to
      marshal assets, or to pursue any other remedy. Each Obligor waives any defense
      arising by reason of the application of the statute of limitations to any
      obligation secured hereby.




10.  Term
      of Agreement .
      This
      Agreement and the Security Interest shall terminate on the date on which all
      payments under the Notes have been made in full and all other Obligations have
      been paid or discharged. Upon such termination, the Secured Parties, at the
      request and at the expense of the Obligors, will join in executing any
      termination statement with respect to any financing statement executed and
      filed
      pursuant to this Agreement.




8




11.  Power
      of Attorney; Further Assurances .




(a)  Each
      Obligor authorizes the Secured Parties, and does hereby make, constitute and
      appoint it, and its respective officers, agents, successors or assigns with
      full
      power of substitution, as such Obligor’s true and lawful attorney-in-fact, with
      power, in its own name or in the name of such Obligor, to, after the occurrence
      and during the continuance of an Event of Default, (i) endorse any notes,
      checks, drafts, money orders, or other instruments of payment (including
      payments payable under or in respect of any policy of insurance) in respect
      of
      the Collateral that may come into possession of the Secured Parties; (ii) to
      sign and endorse any UCC financing statement or any invoice, freight or express
      bill, bill of lading, storage or warehouse receipts, drafts against debtors,
      assignments, verifications and notices in connection with accounts, and other
      documents relating to the Collateral; (iii) to pay or discharge taxes, liens,
      security interests or other encumbrances at any time levied or placed on or
      threatened against the Collateral; (iv) to demand, collect, receipt for,
      compromise, settle and sue for monies due in respect of the Collateral; and
      (v)
      generally, to do, at the option of the Secured Parties, and at such Obligor’s
      expense, at any time, or from time to time, all acts and things which the
      Secured Parties deems necessary to protect, preserve and realize upon the
      Collateral and the Security Interest granted therein in order to effect the
      intent of this Agreement and the Notes, all as fully and effectually as such
      Obligor might or could do; and each Obligor hereby ratifies all that said
      attorney shall lawfully do or cause to be done by virtue hereof. This power
      of
      attorney is coupled with an interest and shall be irrevocable for the term
      of
      this Agreement and thereafter as long as any of the Obligations shall be
      outstanding.




(b)  On
      a
      continuing basis, each Obligor will make, execute, acknowledge, deliver, file
      and record, as the case may be, in the proper filing and recording places in
      any
      jurisdiction, including, without limitation, the jurisdictions indicated on
      Schedule A, attached hereto, all such instruments, including appropriate
      financing and continuation statements and collateral agreements and filings
      with
      the United States Patent and Trademark Office and the Register of Copyrights,
      and take all such action as may reasonably be deemed necessary or advisable,
      or
      as reasonably requested by the Secured Parties, to perfect the Security Interest
      granted hereunder and otherwise to carry out the intent and purposes of this
      Agreement, or for assuring and confirming to the Secured Party, the grant or
      perfection of a security interest in all the Collateral.





(c)  Each
      Obligor hereby irrevocably appoints the Secured Parties as such Obligor’s
      attorney-in-fact, with full authority in the place and stead of such Obligor
      and
      in the name of such Obligor, from time to time in the Secured Parties’
discretion, to take any action and to execute any instrument which the Secured
      Parties may deem necessary or advisable to accomplish the purposes of this
      Agreement, including:





(i)  To
      modify, in its sole discretion, this Agreement without first obtaining such
      Obligor’s approval of or signature to such modification by amending Exhibit A,
      Exhibit B, and/or Exhibit C hereof, as appropriate, to include reference to
      any
      right, title or interest in any Copyrights, Patents, or Trademarks acquired
      by
      such Obligor after the execution hereof or to delete any reference to any right,
      title, or interest in any Copyrights, Patents, or Trademarks in which such
      Obligor no longer has or claims any right, title or interest; and





(ii)  To
      file,
      in its sole discretion, one or more financing or continuation statements and
      amendments thereto, relative to any of the Collateral without the signature
      of
      such Obligor where permitted by law.


9







12.  Notices .
      All
      notices, requests, demands and other communications hereunder shall be in
      writing, with copies to all the other parties hereto, and shall be deemed to
      have been duly given when (i) if delivered by hand, upon receipt, (ii) if sent
      by facsimile, upon receipt of proof of sending thereof, (iii) if sent by
      recognized overnight delivery service (receipt requested), the next business
      day
      or (iv) if mailed by first-class registered or certified mail, return receipt
      requested, postage prepaid, four days after posting in the U.S. mails, in each
      case if delivered to the following addresses:








If
                to any Obligor:
            4440 Arville Street # 6Las Vegas, NV 89103Facsimile No.: (702)
              222-9126Attention:
              Secretary












If
      to
      Secured Parties:  At
      the
      address set forth opposite their name on the signature page.





13.  Other
      Security .
      To the
      extent that the Obligations are now or hereafter secured by property other
      than
      the Collateral or by the guarantee, endorsement or property of any other person,
      firm, corporation or other entity, then the Secured Parties shall have the
      right, in its sole discretion, to pursue, relinquish, subordinate, modify,
      or
      take any other action with respect thereto, without in any way modifying or
      affecting any of the Secured Parties’ rights and remedies
      hereunder.




14.  Miscellaneous .




(a)  No
      course
      of dealing between the Obligors and the Secured Parties, nor any failure to
      exercise, nor any delay in exercising, on the part of the Secured Parties,
      any
      right, power or privilege hereunder or under the Note shall operate as a waiver
      thereof; nor shall any single or partial exercise of any right, power or
      privilege hereunder or thereunder preclude any other or further exercise thereof
      or the exercise of any other right, power, or privilege.





(b)  All
      of
      the rights and remedies of the Secured Parties with respect to the Collateral,
      whether established hereby or by the Note or by any other agreements,
      instruments or documents or by law shall be cumulative and may be exercised
      singly or concurrently.





(c)  This
      Agreement constitutes the entire agreement of the parties with respect to the
      subject matter hereof and is intended to supersede all prior negotiations,
      understandings and agreements with respect thereto. Except as specifically
      set
      forth in this Agreement, no provision of this Agreement may be modified or
      amended except by a written agreement specifically referring to this Agreement
      and signed by the parties hereto.





10


(d)  In
      the
      event that any provision of this Agreement is held to be invalid, prohibited
      or
      unenforceable in any jurisdiction for any reason, unless such provision is
      narrowed by judicial construction, this Agreement shall, as to such
      jurisdiction, be construed as if such invalid, prohibited or unenforceable
      provision had been more narrowly drawn so as not to be invalid, prohibited
      or
      unenforceable. If, notwithstanding the foregoing, any provision of this
      Agreement is held to be invalid, prohibited or unenforceable in any
      jurisdiction, such provision, as to such jurisdiction, shall be ineffective
      to
      the extent of such invalidity, prohibition, or unenforceability without
      invalidating the remaining portion of such provision or the other provisions
      of
      this Agreement and without affecting the validity or enforceability of such
      provision or the other provisions of this Agreement in any other
      jurisdiction.





(e)  No
      waiver
      of any breach or default or any right under this Agreement shall be considered
      valid unless in writing and signed by the party giving such waiver, and no
      such
      waiver shall be deemed a waiver of any subsequent breach or default or right,
      whether of the same or similar nature or otherwise.





(f)  This
      Agreement shall be binding upon and inure to the benefit of each party hereto
      and its successors and assigns.





(g)  Each
      party shall take such further action and execute and deliver such further
      documents as may be necessary or appropriate in order to carry out the
      provisions and purposes of this Agreement.





(h)  This
      Agreement shall be construed in accordance with the laws of the State of New
      York, except to the extent the validity, perfection or enforcement of a security
      interest hereunder in respect of any particular Collateral which are governed
      by
      a jurisdiction other than the State of New York, in which case such law shall
      govern. Each of the parties hereto irrevocably submits to the exclusive
      jurisdiction of any New York State or United States Federal court sitting in
      the
      county of New York over any action or proceeding arising out of or relating
      to
      this Agreement, and the parties hereto hereby irrevocably agree that all claims
      in respect of such action or proceeding may be heard and determined in such
      New
      York State or Federal court. The parties hereto agree that a final judgment
      in
      any such action or proceeding shall be conclusive and may be enforced in other
      jurisdictions by suit on the judgment or in any other manner provided by law.
      The parties hereto further waive any objection to venue in the State of New
      York
      and any objection to an action or proceeding in the State of New York on the
      basis of forum non convenient.





11


(i)  EACH
      PARTY HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF
      ANY
      CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. THE SCOPE
      OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY DISPUTES THAT MAY
      BE
      FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT,
      INCLUDING WITHOUT LIMITATION CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS
      AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES
      THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO A
      BUSINESS RELATIONSHIP, THAT EACH PARTY HAS ALREADY RELIED ON THIS WAIVER IN
      ENTERING INTO THIS AGREEMENT AND THAT EACH PARTY WILL CONTINUE TO RELY ON THIS
      WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH PARTY FURTHER WARRANTS AND
      REPRESENTS THAT IT HAS REVIEW#ED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT
      SUCH PARTY KNOWTNGLY AND VOLUNTARILY WAIVES ITS RIGHTS TO A JURY TRIAL FOLLOWING
      SUCH CONSULTATION. THIS WAIVER IS IRREVOCABLE, MEANING THAT, NOTWITHSTANDING
      ANYTHING HEREIN TO THE CONTRARY, IT MAY NOT BE MODIFIED EITHER ORALLY OR IN
      WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS
      AND
      SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. IN THE EVENT OF A LITIGATION,
      THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE
      COURT.





(j)  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.





***********





12


IN
      WITNESS WHEREOF, the parties hereto have caused this Intellectual Property
      Security Agreement to be duly executed on the day and year first above written.





BIO
      SOLUTIONS MANUFACTURING, INC.







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






[REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK


INVESTOR
      SIGNATURE PAGES FOLLOWS]













13


SECURED
      PARTIES:




[INTENTIONALLY
      OMITTED]





14


EXHIBIT
      A


Copyrights





Description
            Registration
                Number
            Registration
                Date








15


EXHIBIT
      B




Patents





Description
            Registration
                Number
            Registration
                Date





Pending
      Patent Applications





Patent
            Application
                Number
            Application
                DateFats,
                Oil and Grease Interceptor
            U.S.
                11/468,205
            August
                29, 2006








16


EXHIBIT
      C





Trademarks





Description
            Registration
                Number
            Registration
                Date











17


SCHEDULE
      A







Jurisdictions :




New
      York




Nevada