LEASE
      AGREEMENT WITH OPTION





This
      Lease Agreement
      made and entered into by and between INNOVATIVEINDUSTRIES,
      LLC, a Mississippi Limited Liability Company, hereinafter referredto
      as
      LESSOR, and BIO SOLUTIONS INTERNATIONAL, INC., 35 Power Lane, Hattiesburg,MS
      39402,
      a Nevada Corporation, hereinafter referred to as LESSEE.





WITNESSETH:


I.





For
      and
      in consideration of the rentals hereinafter described Lessor does by these
      presents lease, let and demise unto Lessee that certain real property and
      improvements hereinafter described, being generally known as a portion of lands
      and building at 1161 James Street, Hattiesburg, Forrest County, Mississippi,
      and
      Lessee does hereby take and lease from Lessor said property, the same being
      more
      specifically described as follows:




12,000
      square feet, more or less, of the South end of Lessor's building and part of
      the
      office space situated therein as agreed and which property and building is
      situated at 1161 James Street, Hattiesburg, Forrest County, Mississippi, being
      a
      portion of the following described real property, to-wit:





Lots
      1
      through 10 and vacant Duke Avenue South of said lots in Block 2 and also Lots
      1
      through 9 in Block 3 of the J.B. Stevens Subdivision of Block 16 of the J.E.
      Arledge Survey of the City of Hattiesburg, Forrest County, Mississippi, being
      located in a part of the SE 1/4 of the NE 1/4 of Section 15, Township 4 North,
      Range 13 West, as shown by plat thereof appearing of record in the records
      of
      the Office of the Chancery Clerk of Forrest County, Mississippi.







Lessor
              LesseeInnovative
                  Industries, LLC
              Bio
                  Solutions International, Inc.Mr.
                  A.D. McLeod
              Louis
                  H. Elwell, IIIP.O.
                  Box 249
              35
                  Power LaneLeakesville,
                  MS 39451
              Hattiesburg,
                  MS 39402




Said
      lease term shall commence on the 1st day of May, 2002, and shall end on May
      1,
      2007.





II.





As
      rental
      for said premises and property hereby leased, Lessee covenants, agrees and
      binds
      itself to pay unto Lessor, its assigns or successors, the sum of $3,000.00
      per
      month, payable monthly in advance on or before the 1st day of each month during
      the lease term, commencing on May 1, 2002, and a like monthly rental installment
      on the 1st day of each and every month thereafter during the life of this Lease
      Agreement, it being specifically understood and agreed that said monthly
      installments of rent are payable in advance and non-payment of said monthly
      rental installments shall constitute a breach of this lease.





III.





It
      is
      understood and agreed that the demised premises and property are leased solely
      for the lawful operations of Lessee. Lessee shall at all times comply with
      all
      local, state and federal laws, ordinances, rules and regulations in its
      operations conducted on said premises. Lessee will not use or occupy said
      premises for any purpose deemed hazardous on account of fire or
      otherwise.





IV.





Lessee
      shall at its own expense maintain all leased property, both real and personal,
      shall promptly make all repairs and replacements necessary to maintain the
      same
      in good operating condition, and shall return all of the same unto Lessor upon
      expiration of this Lease in the same condition as the same now is at the
      commencement of this Lease, reasonable wear and tear excepted. Lessee shall
      maintain its equipment, rental space and surrounding areas in good and clean
      condition at all times. Lessee's agreement hereunder shall include alterations
      and repairs of the existing building to be made by Lessee at Lessee's expense
      as
      same may be approved in advance by Lessor for Lessee's use in its business
      operation and all of which shall be made and completed within a reasonable
      time
      and which will not impair the use of any other portion of the building not
      leased by the Lessee. Lessee agrees to complete all alterations and repairs
      in a
      timely manner at its own expense. Any such alterations and repairs which are
      affixed to the building shall become the property of the Lessor as part of
      the
      building.







V.





Lessee
      shall be responsible for and shall pay all privilege taxes and license fees
      and
      any and all other taxes arising out of the operation of its business on the
      leased premises, including personal property taxes. Lessee shall make all
      required deposits for its utilities and shall pay all charges for its utilities
      incurred in its operations on said premises. Lessee further obligates itself
      to
      bring the building and improvements on the leased premises up to city and state
      code requirements, if necessary, for opening the business operation of Lessee
      and to accomplish same at Lessee's expense. Lessor shall pay 1/2 of the annual
      real estate taxes assessed on the real estate and improvements and Lessee shall
      pay 1/2 of the annual real estate taxes assessed on the real estate and
      improvements. Such taxes for calendar year 2002 shall be pro-rated accordingly
      with Lessee paying 1/2 of such taxes for May through December 2002





VI.





Lessor
      shall secure fire, windstorm and extended insurance on all of said leased
      property as described and in an amount satisfactory to Lessor. Lessee shall
      pay
      1/2 of such annual premiums as same become due with the 2002 premium to be
      pro-rated the same as the 2002 real estate taxes. Lessee shall, at Lessee's
      expense, secure owner's, landlord and tenant liability insurance insuring
      against said liability and providing coverage for not less than One Million
      Dollars ($1,000,000.00) for personal injury or death and Fifty Thousand Dollars
      ($50,000.00) for property damage for the protection of Lessor. Lessor shall
      be
      named as an insured on said liability insurance policy and shall be furnished
      a
      certificate from said insurance company and/or Lessee reflecting said coverage
      and payment of the premium for the liability coverage. Lessee is solely
      responsible for insuring its personal property on the leased premises. In the
      event this Lease Agreement shall be cancelled while said liability policy is
      in
      effect, said policy shall be cancelled as of the date of termination of the
      lease term, and Lessee shall be entitled to any refund received because of
      the
      cancellation of said policy. Lessor shall not be liable for any damage or injury
      to Lessee or any other person or to any other property occurring on the leased
      premises, or any part thereof, and Lessee shall indemnify and hold harmless
      the
      Lessor from any and all losses resulting from accident, injury or otherwise
      which may occur on Lessee's premises during the lease term.





VII.





In
      the
      event the property leased hereby shall be damaged by fire, windstorm or other
      hazards, Lessor shall have the option of rebuilding, repairing and/or replacing
      the same with the proceeds from said hazard insurance policy or of retaining
      said insurance proceeds and terminating this Lease Agreement. Should Lessor
      elect to restore said damaged property, then Lessor shall have the obligation
      to
      restore said property within a reasonable time, and a pro rata share of said
      rental shall not be payable by Lessee for the period when said property is
      rendered unusable. Should only a portion of said leased property be rendered
      unusable, Lessor shall remit unto or reduce for Lessee a fair and just portion
      of said rent according to the unusable property, until Lessor has completely
      restored the same. VIII. In addition to failure to properly pay installments
      of
      rent, it shall be construed to be a breach of this agreement if the Lessee
      fails
      to perform any condition herein undertaken, including but not limited to,
      adjudication of bankruptcy, assignment for the benefit of creditors, appointment
      of receiver, or levy upon any property of the Lessee by attachment or execution
      where such property is located in or on the premises hereby leased, and in
      such
      event, the Lessor shall have the right to declare this instrument breached
      by
      the Lessee and to re-enter said premises and be in law entitled to the
      possession thereof.





IX.





In
      the
      event that any part of the rent due hereunder is unpaid and in default, or
      if
      Lessee shall fail to keep or shall violate any other provision or agreement
      herein contained, and if any of such default(s) shall have continued for a
      period of thirty (30) days after Lessor's posting of written notice by certified
      or registered mail to Lessee, postage prepaid, addressed to Lessee at the
      address shown above, then, and in such event, Lessor, at its option,
      may terminate this Lease
      and
      may re-enter, take and retain possession of said leased property; or Lessor,
      at
      its option,
      may, without terminating this Lease
      Agreement, enter into and on said premises and repossess said leased property
      and may lease or relet said property in whole or in part and for such term
      or
      terms and at such consideration, rent and conditions as to the Lessor may be
      deemed best, without prejudice to any rights or remedies which Lessor may have
      for breach of this Lease Agreement by Lessee including unpaid rent. Failure
      of
      Lessor to exercise its rights hereunder arising from a default of Lessee shall
      not be a waiver of any rights arising out of any additional, further or future
      default by Lessee. A default, however, (except as to payment of rentals) shall
      be deemed cured if Lessee in good faith commences performance requisite to
      cure
      said default which is satisfactory to Lessor within fifteen (15) days after
      Lessor's posting of notice of the same and Lessee shall thereafter continuously
      and with reasonable diligence proceed to complete the performance required
      to
      cure such default to the satisfaction of Lessor.





X.





Lessee
      may not sublease or assign this Lease Agreement without the written consent
      of
      Lessor. This Lease Agreement may be amended only upon written mutual agreement
      of the parties hereto.





XI.





Lessor
      and Lessee agree that each will work with and cooperate with the other and
      with
      any other tenant in the joint use of the building so as to allow each occupant
      of the property to reasonably and peacefully pursue its respective business
      operation.







XII.





Lessor
      does hereby grant unto Lessee the 1st option
      to
      renew its Lease
      of
      the demised/leased premises for an additional 5 year term following the
      expiration of the term of this Lease Agreement upon such terms as are mutually
      agreeable between Lessor and Lessee and provided that Lessee notifies Lessor
      in
      writing of it's exercise of the lease option within 90 days prior to the
      expiration of the current term of this Lease Agreement and during which time
      the
      renewal option shall be exercised by the Lessee. In the event that Lessee does
      not exercise it's option, then, and in such event, said option
      to
      extend this Lease Agreement
      under such terms as may be mutually agreed upon for the 5 year option term
      shall
      automatically expire. If Lessee exercises its option, then any extension or
      renewal of this Lease Agreement beyond the first five (5) years provided herein
      shall be upon such terms as are mutually agreeable between the
      parties.





XIII.





In
      the
      event of Lessee's breach and/or default of this Lease Agreement, Lessee shall
      be
      liable to Lessor for all expenses and damages incurred by Lessor as a result
      thereof including, but not limited to, lost rents, court costs, attorney fees,
      collection costs, and cost of repair and cleaning.





XIV.





The
      parties agree that this Lease Agreement With Option
      shall be interpreted under the laws of the State of Mississippi. WITNESS the
      signatures of the parties hereto in duplicate on the dates set forth
      herein.









INNOVATIVE
              INDUSTRIES, LLCBy:
            /s/ A.
              D.
              McLeodA.
              D. McLeod,
              Member


Date:
              5-8-02




BIO
                SOLUTIONS
                INTERNATIONAL, INCBy:
              /s/ Louis
                H.
                Elwell, IIILouis
                H. Elwell,
                III President & Chairman
 Date:
            April 29, 2002







STATE
      OF
      MISSISSIPPI




COUNTY
      OF
      FORREST





PERSONALLY
      appeared before me, the undersigned authority in and for the above jurisdiction,
      the within named A.D. MCLEOD, Member of INNOVATIVE INDUSTRIES, LLC, a
      Mississippi Limited Liability Company, who acknowledged that he signed and
      delivered the foregoing instrument on the day and year therein mentioned as
      the
      act of, and for and on behalf of said Limited Liability Company, after having
      been duly authorized by said LLC so to do.





GIVEN
      under my hand and official seal of office on this, the 8 th day of
      May, A.D., 2002.





NOTARY
      PUBLIC





My
      Commission Expires:











STATE
      OF
      NEW JERSEY


COUNTY
      OF
      MONMOUTH





PERSONALLY
      appeared before me, the undersigned authority in and for the above jurisdiction,
      the within named LOUIS H. ELWELL, III, President & Chairman of BIO SOLUTIONS
      INTERNATIONAL, INC., a Corporation, who acknowledged that he signed and
      delivered the foregoing instrument on the day and year therein mentioned as
      the
      act of, and for and on behalf of said Corporation, after having been duly
      authorized by said Corporation so to do.





GIVEN
      under my hand and official seal on this, the 29 th day of
      April, A.D., 2002.





NOTARY
      PUBLIC





My
      Commission Expires:










INNOVATIVE
      INDUSTRIES, LLC, RESOLUTION AND AUTHORIZATION REGARDING EXECUTION OF LEASE AGREEMENT WITHOPTION WITH BIO
      SOLUTIONS
      INTERNATIONAL, INC.





The
      undersigned, being all of the Members of Innovative Industries, LLC, a
      Mississippi Limited Liability Company, do hereby resolve and agree that A.D.
      McLeod as Member of Innovative Industries, LLC, be, and he hereby is, authorized
      to execute and deliver that certain Lease Agreement WithOption by and between
      Innovative Industries, LLC, a Mississippi
      Limited Liability Company, and Bio Solutions International, Inc., a Nevada
      Corporation, for rental of a portion of the premises owned by the LLC located
      at
      1161 James Street, Hattiesburg, Forrest County, Mississippi, a copy of saidLease Agreement WithOption being
      attached
      hereto for reference purposes.





The
      Members further resolve, agree and acknowledge that A.D. McLeod, as Member
      of
      Innovative Industries, LLC, is authorized to execute and deliver said Lease Agreement WithOption for all
      purposes and to
      the same extent as if all three (3) of the undersigned Members of the LLC had
      executed same and the Members further acknowledge and agree that this Resolution
      and Authorization is granted A.D. McLeod in compliance with the Operating
      Agreement of the LLC, it being the intention of all of the Members of the LLC
      to
      authorize A.D. McLeod to act for and on behalf of said LLC to the same extent
      as
      if all three (3) Members have/had done so and executed and delivered said Lease
      Agreement.





WITNESS
      OUR SIGNATURES on the dates indicated below.




INNOVATIVE
                INDUSTRIES, LLCBy:
              /s/ A.
                D.
                McLeodA.
                D. McLeod,
                Member
 Date:
 By:
                  /s/ N.
                    Wayne
                    WadeN.
                    Wayne Wade,
                    Member
 Date:
 By:
              /s/ Louis
                H.
                Elwell, IIILouis
                H. Elwell,
                III, Member


Date: