**SECURITY
      AGREEMENT**





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 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 the collateral in which the Secured Parties are granted a security
      interest by this Agreement and which shall include the following, whether
      presently owned or existing or hereafter acquired or coming into existence,
      and
      all additions and accessions thereto and all substitutions and replacements
      thereof, and all proceeds, products and accounts thereof, including, without
      limitation, all proceeds from the sale or transfer of the Collateral and of
      insurance covering the same and of any tort claims in connection
      therewith:









(i)  All
      Goods
      of the Obligors, including, without limitations, all machinery, equipment,
      computers, motor vehicles, trucks, tanks, boats, ships, furniture, special
      and
      general tools, fixtures, test and quality devices and other equipment of every
      kind and nature and wherever situated, together with all documents of title
      and
      documents representing the same, all additions and accessions thereto,
      replacements therefor, all parts therefor, and all substitutes for any of the
      foregoing and all other items used and useful in connection with the Obligors’
businesses and all improvements thereto (collectively, the “Equipment”);
      and




(ii)  All
      Inventory of the Obligors; and




(iii)  All
      of
      the Obligors’ contract rights and general intangibles, including, without
      limitation, all partnership interests, stock or other securities, licenses,
      distribution and other agreements, computer software development rights, leases,
      franchises, customer lists, quality control procedures, grants and rights,
      goodwill, trademarks, service marks, trade styles, trade names, patents, patent
      applications, copyrights, deposit accounts, and income tax refunds
      (collectively, the “General Intangibles”); and




(iv)  All
      Receivables of the Obligors including all insurance proceeds, and rights to
      refunds or indemnification whatsoever owing, together with all instruments,
      all
      documents of title representing any of the foregoing, all rights in any
      merchandising, goods, equipment, motor vehicles and trucks which any of the
      same
      may represent, and all right, title, security and guaranties with respect to
      each Receivable, including any right of stoppage in transit; and




(v)  All
      of
      the Obligors’ documents, instruments and chattel paper, files, records, books of
      account, business papers, computer programs and the products and proceeds of
      all
      of the foregoing Collateral set forth in clauses (i)-(iv) above.




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




(c)  “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.




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




(e)  “UCC”
      means the Uniform Commercial Code, as currently in effect in the State of 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 make
      the
      Loans 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, the Obligors
      hereby, unconditionally and irrevocably, pledge, grant and hypothecate to the
      Secured Parties, a continuing security interest in, a first lien upon and a
      right of set-off against all of the 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 represents and warrants that it has no place of business or offices
      where its respective books of account and records are kept (other than
      temporarily at the offices of its attorneys or accountants) or places where
      Collateral is stored or located, except as set forth on Schedule A attached
      hereto;




(c)  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).




(d)  No
      part
      of the Collateral has been judged invalid or unenforceable. No written claim
      has
      been received that any Collateral 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 the 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.




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(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 its Collateral at the
      locations set forth on Schedule A attached hereto 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 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 the filing
      of
      financing statements on Form UCC-I under the UCC with the jurisdictions
      indicated on Schedule B, 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 the Obligors or (ii) for the perfection of
      or
      exercise by the Secured Parties of its rights and remedies
      hereunder.




(g)  On
      the
      date of execution of this Agreement, each Obligor will deliver to the Secured
      Party one or more executed UCC financing statements on Form UCC-1 under the
      UCC
      with respect to the Security Interest for filing with the jurisdictions
      indicated on Schedule B, attached hereto and in such other jurisdictions as
      may
      be requested by the Secured Parties.




(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 any Obligor 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 11 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.




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(j)  The
      Obligors will not transfer, pledge, hypothecate, encumber, license (except
      for
      non-exclusive licenses granted by the 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)  The
      Obligors shall keep and preserve their Equipment, Inventory, and other tangible
      Collateral in good condition, repair and order and shall not operate or locate
      any such Collateral (or cause to be operated or located) in any area excluded
      from insurance coverage.




(l)  Each
      Obligor shall, within ten (10) days of obtaining knowledge thereof, advise
      the
      Secured Parties promptly, 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 Party’s security
      interest therein.




(m)  Each
      Obligor shall promptly execute and deliver to the Secured Parties such further
      deeds, mortgages, assignments, security agreements, financing statements or
      other instruments, documents, certificates and assurances and take such further
      action as the Secured Party may from time to time request and may in its sole
      discretion deem necessary to perfect, protect or enforce its security interest
      in the Collateral including, without limitation, the execution and delivery
      of a
      separate security agreement with respect to any Obligor’s intellectual property
      (“Intellectual Property Security Agreement”) in which the Secured Parties has
      been granted a security interest hereunder, substantially in a form acceptable
      to the Secured Party, which Intellectual Property Security Agreement, other
      than
      as stated therein, shall be subject to all of the terms and conditions
      hereof.




(n)  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.




(o)  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.




(p)  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.




(q)  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.






5





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




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




(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 Party.




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 Notes, and the Secured Parties shall have all the rights and
      remedies of a secured party 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 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 Obligors 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, and make available to the
      Secured Parties, without rent, all of the Obligor’s respective premises and
      facilities for the purpose of the Secured Parties taking possession of, removing
      or putting the Collateral in saleable or disposable form.




(b)  The
      Secured Parties shall have the right to operate the business of the Obligors
      using the Collateral and shall have the right to assign, sell, lease 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 the Obligors or right of
      redemption of the Obligors, which are hereby expressly waived. Upon each such
      sale, lease, 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.




6


7.  Applications
      of Proceeds .
      The
      proceeds of any such sale, lease 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 their 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 Party 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.




8.  Costs
      and Expenses .
      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 Party
      might prejudice, imperil or otherwise affect the Collateral or the Security
      Interest therein. The Obligors will also, upon demand, pay to the Secured Party
      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 Party
      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 Notes. Until so paid, any
      fees payable hereunder shall be added to the principal amount of the Notes
      and
      shall bear interest at the Default Rate.




9.  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 Note
      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.




7


10.  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 Note, the Transaction Documents 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. The Obligors waive 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. The Obligors waive any defense arising
      by
      reason of the application of the statute of limitations to any obligation
      secured hereby.




11.  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.




12.  Power
      of Attorney; Further Assurances .




(a)  The
      Obligors authorize 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 each Obligor’s true and lawful attorney-in-fact, with
      power, in its own name or in the name of the Obligors, 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 Party; (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 Party, and at the Obligors’
expense, at any time, or from time to time, all acts and things which the
      Secured Party 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, the Note and the Transaction Documents all as fully
      and effectually as the Obligors 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.




8


(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 B, attached hereto, all such instruments, 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 the Company’s
      attorney-in-fact, with full authority in the place and stead of the Obligor
      and
      in the name of the Obligor, from time to time in the Secured Party’s 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 the filing, in its sole discretion, of one or more financing or
      continuation statements and amendments thereto, relative to any of the
      Collateral without the signature of the Obligor where permitted by
      law.




13.  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
      nationally 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





14.  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.




9




15.  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 Notes 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.




(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.




10


(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 inner 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.




(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 REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT
      SUCH PARTY KNOWINGLY 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 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.




************




11


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










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]























12


SECURED
      PARTIES:




[INTENTIONALLY
      OMITTED]







13


SCHEDULE
      A





Principal
      Place of Business of the Obligors :





440
      S.
      Arville, #6, Las Vegas, NV


1161
      James Street, Hattiesburg, MS











Locations
      Where Collateral is Located or Stored :





440
      S.
      Arville, #6, Las Vegas, NV


1161
      James Street, Hattiesburg, MS


14


SCHEDULE
      B





Jurisdictions :




New
      York




Nevada