**AGREEMENT**





This
      Agreement (“Agreement”) is made as of October 30, 2007 by and among Bio
      Solutions Manufacturing, Inc., a New York corporation (the “Company”) and Peter
      E. Chapin (the “Seller”).





**R** **E** **C** **I** **T** **A** **L** **S**





A.  On
      or
      about December 8, 2005, Bio Extraction Services, Inc. (“BESI”), a New York
      corporation and wholly-owned subsidiary of Bio-Solutions Franchise Corp.
      (“BSFC”), acquired the business of Applied Chemical Technologies (the “ACT
      Business”) from the Seller for (i) $50,000.00, (ii) 200,000 shares of common
      stock of the Company held by BSFC, (iii) 100,000 shares of common stock of
      BSFC,
      and (iv) a right to receive an additional 100,000 shares of common stock of
      BSFC
      upon the achievement of certain business milestones.





B.  On
      or
      about June 30, 2006, BSFC sold all of the capital stock of BESI to the Company
      in exchange for shares of the Company’s common stock.





C.  In
      July
      2007, in an action pending against the Company in the United States District
      Court for the Southern District of Mississippi, Hattiesburg Division (the
“Court”), Civil Action No. 2:07cv000118-KS-MTP (the “Action”), the Company filed
      a counterclaim against BSFC, among others, alleging, among other things, that
      BSFC’s acquisition of the ACT Business constituted a usurpation of corporate
      opportunity.





D.  On
      or
      about October 22, 2007, the parties to the Action, including the Company and
      BSFC, entered into a settlement agreement (the “Settlement Agreement”), pursuant
      to which the Seller agreed to (i) transfer the 100,000 shares of BSFC common
      stock back to BSFC, (ii) waive his right to receive an additional 100,000 shares
      of BSFC common stock, and (iii) issue a limited recourse promissory note in
      the
      amount of $25,000 to BSFC (or its designee).





E.  As
      additional consideration for Seller’s indirect sale of the ACT Business to the
      Company and in consideration for the Seller’s agreement to (i) transfer the
      100,000 shares of BSFC common stock back to BSFC, (ii) waive his right to
      receive an additional 100,000 shares of BSFC common stock, and (iii) issue
      a
      limited recourse promissory note in the amount of $25,000 to BSFC (or its
      designee), the Company desires to issue 750,000 shares (the “Shares”) of the
      Company’s common stock, par value $0.001 per share (the “Common
      Stock”) ,
      to the
      Seller on the terms and subject to the conditions set forth herein.




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**A** **G** **R** **E** **E** **M** **E** **N** **T**





It
      is
      agreed as follows:





1.  **ISSUANCE
      OF SHARES.**





1.1  Issuance
      of Shares . In
      reliance upon the representations and warranties of the Company and the Seller
      contained herein and subject to the terms and conditions set forth herein,
      the
      Company agrees to issue the Shares to the Seller ,
      as
      follows:





1.1.1  The
      Company shall issue 250,000 Shares concurrently with the execution of this
      Agreement, or as soon thereafter as practicable.





1.1.2  The
      Company shall issue 500,000 Shares upon the earlier of (a) April 30, 2008,
      or
      (b) no
      later
      than ten days of the Company’s receipt of a written certification, together with
      reasonable documentation, that BESI and/or the Company has received ASTM
      approval of B100
      bio
      diesel fuel converted by BESI and/or the Company from liquid trap brown grease.





1.2  Deemed
      Consideration .  It
      is
      intended by the parties hereto that the Shares are considered additional and
      supplemental consideration to the Seller for the indirect sale of the ACT
      Business to the Company.




2.  **REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY.**





The
      Company represents and warrants that the following statements are true and
      correct in all material respects as of the date hereof, except as expressly
      qualified or modified herein.





2.1  Organization
      and Good Standing .
      The
      Company is a corporation duly organized, validly existing, and in good standing
      under the laws of the State of New York and has full corporate power and
      authority to enter into and perform its obligations under this Agreement, and
      to
      own its properties and to carry on its business as presently conducted and
      as  proposed
      to be conducted. The
      Company is duly qualified to do business as a foreign corporation in every
      jurisdiction in which the failure to so qualify would have a material adverse
      effect upon the Company.




2.2  Validity
      of Transactions .
      This
      Agreement, and each document executed and delivered by the Company in connection
      with the transactions contemplated by this Agreement, including this Agreement,
      have been duly authorized, executed and delivered by the Company and is each
      the
      valid and legally binding obligation of the Company, enforceable in accordance
      with its terms, except as limited by applicable bankruptcy, insolvency
      reorganization and moratorium laws and other laws affecting enforcement of
      creditor’s rights generally and by general principles of equity.




2.3  Valid
      Issuance of Shares . The
      Shares to be issued hereby, when issued and delivered in accordance with the
      terms hereof for the consideration expressed herein, will be duly and validly
      issued, fully paid and nonassessable and free of restrictions on transfer,
      other
      than restrictions on transfer under this Agreement and under applicable federal
      and state securities laws.


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2.4  No
      Violation .
      The
      execution, delivery and performance of this Agreement has been duly authorized
      by the Company’s Board of Directors and will not violate any law or any order of
      any court or government agency applicable to the Company, as the case may be,
      or
      the Articles of Incorporation or Bylaws of the Company.




2.5  SEC
      Reports and Financial Statements .




2.5.1  The
      Company has delivered or made available to the Seller accurate and complete
      copies (excluding copies of exhibits) of each report, registration statement
      and
      definitive proxy statement filed by the Company with the SEC since October
      31,
      2004 (collectively, with all information incorporated by reference therein
      or
      deemed to be incorporated by reference therein, the “SEC Reports”). **** All
      statements, reports, schedules, forms and other documents required to have
      been
      filed by the Company with the SEC have been so filed on a timely basis, except
      as indicated in such SEC Reports. As of the time it was filed with the SEC
      (or,
      if amended or superseded by a filing prior to the date of this Agreement, then
      on the date of such filing): (i) each of the SEC Reports complied in all
      material respects with the applicable requirements of the Securities Act of
      1933, as amended (the “1933 Act”), or the Securities Exchange Act of 1934, as
      amended (the “1934 Act”); and (ii) none of the SEC Reports contained any untrue
      statement of a material fact or omitted to state a material fact required to
      be
      stated therein or necessary in order to make the statements therein, in the
      light of the circumstances under which they were made, not
      misleading.




2.5.2  Except
      for the pro forma financial statements, the consolidated financial statements
      contained in the SEC Reports: (i) complied as to form in all material respects
      with the published rules and regulations of the SEC applicable thereto; (ii)
      were prepared in accordance with GAAP applied on a consistent basis throughout
      the periods covered (except as may be indicated in the notes to such financial
      statements and, in the case of unaudited statements, as permitted by Form 10-QSB
      of the SEC, and except that unaudited financial statements may not contain
      footnotes and are subject to normal and recurring year-end audit adjustments
      which will not, individually or in the aggregate, be material in amount); and
      (iii) fairly present, in all material respects, the consolidated financial
      position of the Company and its consolidated subsidiaries as of the respective
      dates thereof and the consolidated results of operations of the Company and
      its
      consolidated subsidiaries for the periods covered thereby. All adjustments
      considered necessary for a fair presentation of the financial statements have
      been included.




2.6  Securities
      Law Compliance .
      The
      offer, issue, sale and delivery of the Shares will constitute an exempted
      transaction under the 1933 Act, and registration of the Shares under the 1933
      Act is not required.




2.7  Resales
      Under Rule 144 .
      With a
      view to making available to the Seller the benefits of Rule 144 promulgated
      under the 1933 Act (“Rule 144”) and any other rule or regulation of the SEC that
      may at any time permit the Seller to sell the Shares to the public without
      registration, the Company will do all of the following:


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2.7.1  use
      commercially reasonable efforts to make and keep public information available,
      as those terms are understood and defined in Rule 144;




2.7.2  take
      such
      action, including compliance with the reporting requirements of section 13
      or
      15(d) of the 1934 Act, as is necessary to enable the Seller to utilize Rule
      144;




2.7.3  file
      with
      the SEC in a timely manner all reports and other documents required of the
      Company under the 1933 Act and the 1934 Act; and




2.7.4  furnish
      to the Seller, so long as the Seller owns any Conversion Shares, forthwith
      upon
      written request:




(1)  a
      written
      statement by the Company as to its compliance with the reporting requirements
      of
      Rule 144, the 1933 Act and the 1934 Act (at any time after it has become subject
      to such reporting requirements);




(2)  a
      copy of
      the most recent annual or quarterly report of the Company and such other reports
      and documents so filed by the Company;




(3)  an
      opinion of the Company’s counsel that the Shares may be resold in the absence of
      an effective registration thereof under the 1933 Act pursuant to Rule 144;
      and




(4)  such
      other documents as may be reasonably requested in availing the Seller of any
      rule or regulation of the SEC that permits the selling of any such Shares
      without registration or pursuant to such form.





3.  **REPRESENTATIONS
      AND WARRANTIES OF THE SELLER.**





The Seller
      hereby represents, warrants, and covenants with the Company as
      follows:





3.1  Legal
      Power .
      The
      Seller has the requisite power and is authorized to enter into this Agreement
      and to carry out and perform its obligations under the terms of this
      Agreement.




3.2  Due
      Execution .
      This
      Agreement has been duly authorized, executed, and delivered by the Seller,
      and,
      upon due execution and delivery by the Company, this Agreement will be a valid
      and binding agreement of the Seller.




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3.3  Restricted
      Securities .




3.3.1  The
      Seller has been advised that the Shares have not been registered under the
      Securities Act or any other applicable securities laws and that Shares
      are being offered and sold pursuant to Section 4(2) of the Securities Act and Rule
      506
      of Regulation D thereunder, and that the Company’s reliance upon Section
      4(2) and Rule 506 of Regulation D is predicated in part on the Seller
      representations as contained herein .
      The
      Seller acknowledges that the Shares will be issued as “restricted securities” as
      defined by Rule 144 promulgated pursuant to the Securities Act. The Shares
      may
      not be resold in the absence of an effective registration thereof under the
      Securities Act and applicable state securities laws unless, in the opinion
      of
      the Company’s counsel, an applicable exemption from registration is
      available.




3.3.2The
      Seller represents that the Seller is acquiring the Shares for the Seller’s own
      account, and not as nominee or agent, for investment purposes only and not
      with
      a view to, or for sale in connection with, a distribution, as that term is
      used
      in Section 2(11) of the Securities Act, in a manner which would require
      registration under the Securities Act or any state securities
      laws.




3.3.3  The
      Seller understands and acknowledges that the Shares, when issued, may bear
      the
      following legend:




THE
      SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE
      SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED
      FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION THEREOF UNDER THE
      SECURITIES ACT OF 1933 AND/OR THE SECURITIES ACT OF ANY STATE HAVING
      JURISDICTION OR AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION THAT SUCH
      REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR ACTS.




3.3.4  The
      Seller acknowledges that an investment in the Securities is not liquid and
      is
      transferable only under limited conditions. The Seller acknowledges that such
      securities must be held indefinitely unless they are subsequently registered
      under the Securities Act or an exemption from such registration is available.
      The Seller is aware of the provisions of Rule 144 promulgated under the
      Securities Act, which permits limited resale of restricted securities subject
      to
      the satisfaction of certain conditions and that such Rule is not now available
      and, in the future, may not become available for resale of any of the
      Securities.




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3.3.5  The
        Seller is an “accredited investor” as defined under Rule 501 under the
        Securities Act.


3.3.6  The
      Seller acknowledges that it is able to protect its interests in connection
      with
      the acquisition of the  Shares
      and can bear the economic risk of investment in such securities without
      producing a material adverse change in Seller’s financial condition. Seller,
      either alone or with the Seller’s representative(s), otherwise has such
      knowledge and experience in financial or business matters that Seller is capable
      of evaluating the merits and risks of the investment in the Shares.




3.3.7  The
      Seller has a preexisting personal or business relationship with the Company,
      one
      or more of its officers, directors or controlling persons.




3.3.8  The
      Seller represents, warrants and covenants that it is not acquiring the Shares
      as
      part of a group within the meaning of Section 13(d)(3) of the Securities
      Exchange Act of 1934, as amended .”





4.  **MISCELLANEOUS.**





4.1  Governing
      Law. This
      Agreement shall be governed by and construed under the laws of the State of
      Nevada.





4.2  Successors
      and Assigns. Except
      as otherwise expressly provided herein, the provisions hereof shall inure to
      the
      benefit of, and be binding upon, the successors, assigns, heirs, executors,
      and
      administrators of the parties hereto.





4.3  Entire
      Agreement. This
      Agreement and the Exhibits hereto and thereto, and the other documents delivered
      pursuant hereto and thereto, constitute the full and entire understanding and
      agreement among the parties with regard to the subjects hereof and no party
      shall be liable or bound to any other party in any manner by any
      representations, warranties, covenants, or agreements except as specifically
      set
      forth herein or therein. Nothing in this Agreement, express or implied, is
      intended to confer upon any party, other than the parties hereto and their
      respective successors and assigns, any rights, remedies, obligations, or
      liabilities under or by reason of this Agreement, except as expressly provided
      herein.





4.4  Severability. In case
      any provision of this Agreement shall be invalid, illegal, or unenforceable,
      it
      shall to the extent practicable, be modified so as to make it valid, legal
      and
      enforceable and to retain as nearly as practicable the intent of the parties,
      and the validity, legality, and enforceability of the remaining provisions
      shall
      not in any way be affected or impaired thereby.





4.5  Amendment
      and Waiver. Except
      as otherwise provided herein, any term of this Agreement may be amended, and
      the
      observance of any term of this Agreement may be waived (either generally or
      in a
      particular instance, either retroactively or prospectively, and either for
      a
      specified period of time or indefinitely), with the written consent of the
      Company and the Sellers. Any amendment or waiver effected in accordance with
      this Section shall be binding upon each future holder of any security purchased
      under this Agreement (including securities into which such securities have
      been
      converted) and the Company.


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4.6  Notices. All
      notices and other communications required or permitted hereunder shall be in
      writing and shall be effective when delivered personally, or sent by telex
      or
      telecopier (with receipt confirmed), provided that a copy is mailed by
      registered mail, return receipt requested, or when received by the addressee,
      if
      sent by Express Mail, Federal Express or other express delivery service (receipt
      requested) in each case to the appropriate address set forth below:




If
                to the Company:
            Bio
                Solutions Manufacturing, Inc.4440
                Arville Street, Suite 6Las
                Vegas, NV 89103Attention:
                Patricia Spreitzer, SecretaryIf
                to the Seller:
            Peter
                E. Chapin143
                Pennwood DriveGreentown,
                PA 18426




4.7  Titles
      and Subtitles. The
      titles of the paragraphs and subparagraphs of this Agreement are for convenience
      of reference only and are not to be considered in construing this
      Agreement.





IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date set
      forth above.





**COMPANY**BIO
                SOLUTIONS MANUFACTURING, INC.By:Patricia
                M. Spreitzer,Secretary**SELLER**PETER
                E. CHAPINBy:Peter
                E. Chapin




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