**MARKETING
      / MANUFACTURING AGREEMENT**





This
      Agreement is made and entered into this 12 th day of
      March, 2004, to be effective March 1, 2004, between Bio Solutions Manufacturing,
      Inc. (BSMI), whose address is 1161 James St., Hattiesburg, MS 39401 and
      Bio-Solutions Franchise Corp. (BSFC) whose address is 1161 James St.,
      Hattiesburg, MS 39401.


WHEREAS,
      BSMI is engaged in the business of production, testing, and research and
      development of certain products.


WHEREAS
      BSFC is in the business of sales and marketing environmentally related products
      and desires to render services to BSMI with exclusive marketing rights and
      full
      assignments of all proprietary rights with full assignment of all product rights
      to BSFC under the following terms and conditions.





1.  **TERMS** :
      This
      agreement shall be effective commencing on the effective date of this Agreement.
      This agreement shall remain in effect for a term of ten (10) years, commencing
      on the date hereof, and to be extended year-to-year thereafter at the election
      of mutual consent of both parties.





2.  **BSMI
      AGREES TO THE FOLLOWING** :


a)
            Supply
                its products to BSFC exclusively on a timely basis by drop shipment
                to
                wherever ordered and directed in packaging specified, at a cost reasonably
                acceptable to both parties;








b)
            Continue
                to develop new products and spend the majority of its efforts in
                research
                and development, testing, field trials and technical
                support;


c)
            On
                a continuing basis the company will recruit and train qualified college
                graduates and industry standouts for research and development and
                technical support;


d)
            Acquire
                (where possible) other Environmental Testing Labs in strategic
                locations;


e)
            Provide
                training for BSFC and its personnel and co-operate and participate
                in
                training of Franchisees, Distributors and Dealers as
                required;


f)
            Supply
                its new products to BSFC exclusively with all new product information,
                field trial results and lab tests in writing on a regular basis and
                provide technical information, franchise training, field support
                and
                product support as needed by BSFC;


g)
            Maintain
                an inventory of product, product components, fuel generators, water
                and
                any and all other material or
                components;


h)
            Share
                equally the actual cost of items that promote the general good of
                both
                companies including but not limited to advertising, field trials,
                product
                samples, and related activities;


i)
            Provide
                office space for two (2) employees of BSFC in the factory, establish
                new
                phone lines as needed (existing lines are for BSFC), and share equally
                the
                cost of office support staff whose work duties benefit both
                parties.








3.  **BSFC
      AGREES TO THE FOLLOWING:**


a)
            Establish
                and train sales and marketing network of Franchisee, Distributor
                and
                Dealer owners for national and international
                sales;


b)
            Establish
                the financial criteria and perform “due diligence” for said Franchisee,
                Distributor and Dealer Owners;


c)
            Establish
                and promote an advertising program to support the Franchisee, Distributor
                and Dealer network on a regional and national basis as
                necessary;


d)
            Support
                BSMI in providing technical
                support.





4.  **PAYMENT
      TERMS / CONDITIONS:** **** BSFC
      agrees to pay BSMI as follows for product orders:


a)
            Net
                thirty (30) days upon receipt of order for all orders in which BSFC
                has
                received payment. BSMI and BSFC shall share equally in any non-payment
                of
                orders by Franchisees, Dealers or Distributors.





5.  **SUPPLIES
      AND EQUIPMENT** :  BSFC
      shall be responsible for furnishing such supplies and equipment that may be
      required to perform the sales required under this agreement. BSFC shall be
      responsible for, and pay for, reasonable and appropriate promotional and
      marketing advertisement and the like, and to furnish said materials to
      Franchisee, Distributor or Dealer at BSFC’s cost and, in some cases, co-operate
      in publication advertising with Franchisee, Distributor or
      Dealer.








6.  **COMPENSATION:** Compensation to BSFC shall be the difference between the price of BSMI products
      to BSFC and the selling price of the products and services to the BSFC’s
      Customers .
      The
      initial transfer pricing and provisions for future adjustments shall be as
      provided in Appendix A.





7.  **INSURANCE:** BSMI
      shall maintain a policy of liability insurance to cover any and all claims
      arising out of the products there under, or performed pursuant to this agreement
      and name BSFC and its Franchisees, Dealers and Distributors as additional
      insured’s.





8.  **WARRANTIES** :
      BSMI
      shall be the sole warrantor / guarantor of any and all of BSMI’s products sold
      by BSFC. BSMI agrees to indemnify BSFC against any and all claims, causes of
      action and the like, including attorney’s fees and court costs arising from any
      defects of BSMI products or damages from use of such products.





9.  **ASSIGNMENTS** **:** None of
      this Agreement nor any duties or obligations hereunder shall be assignable
      by
      BSMI or BSFC without the express prior written consent of the non-assigning
      party. Such express prior written consent shall not be unreasonably withheld.
      In
      the event of an assignment deemed agreeable, the assignee shall agree in writing
      to assume, perform and be bound by the terms of this Agreement before said
      assignee shall commence any work or perform any duties pursuant to this
      Agreement.








10.  **SUCCESSORS
      IN INTEREST** **:** Subject
      to the provisions regarding assignment, this Agreement shall be binding upon
      and
      ensure benefit of the respective parties hereto, and their heirs, executors,
      administrators, personal representatives, assigns and successors in
      interest.





11.  **ATTORNEY’S
      FEES** **:** If
      any
      action, at law or in equity is brought by either party hereto against the other
      party hereto, or the Franchisees, Dealer Agents, Agents, Independent Contractors
      or Employees to enforce or interpret any of the provisions of this Agreement,
      and the party bringing the action shall prevail in its action, then the party
      bringing the action shall be entitled to its’ reasonable attorney fees, plus any
      other relief that may be available to the party bringing the action or awarded
      by any court.





12.  **AMENDMENTS:** This
      Agreement may be amended only by mutual agreement of the parties hereto, and
      only if said amendment is made in writing, executed with the same formality
      as
      this Agreement and said amendment is attached to this Agreement and incorporated
      herein by reference.





13.  **GOVERNING
      LAW:** The
      validity of this Agreement and any of its terms or provisions, as well as the
      rights and duties of the parties to this Agreement shall be governed in
      accordance with the laws of the State of Mississippi.








14.  **LEGAL
      CONSTRUCTION:** In case
      any one or more of the provisions contained in this Agreement shall, for any
      reason be held to be invalid, illegal or unenforceable in any respect, such
      invalidity, illegality or unenforceable shall not effect any other provisions
      of
      this Agreement. This Agreement shall be construed as if the invalid, illegal
      or
      unenforceable provision had never been contained in it.





15.  **WAIVER:** The
      waiver by either party, or any breach of any provision of this Agreement, shall
      not operate or be construed as a waiver of any subsequent breach of that
      provision or any other provision of this Agreement. Failure or delay by either
      party to enforce compliance with any term or condition of this Agreement shall
      not constitute a waiver of such term or condition unless specified waived in
      writing.





16.  **MERGER:** This
      Agreement contains the entire and complete Agreement of the parties as to the
      within subject matter. All prior agreements between the parties, whether oral
      or
      in writing, as to the within subject matter are hereafter specifically null
      and
      void, and shall be invalid and without binding effect.





17.  **THIS** agreement may be executed in any number of counterparts, each of which when
      so
      executed and delivered shall be deemed to be an original and all of which
      counterparts, taken together, shall constitute but one and the same
      instrument.





Bio
      Solutions Manufacturing, Inc.











BY/s/
              Krish V. ReddyDr. Krish V. Reddy, President







BIO
      SOLUTIONS FRANCHISE CORP








BY/s/
              Wayne WadeWayne
              Wade, President








**APPENDIX
      A-**


**BSFC/BSMI
      PRICING**





It
      is
      agreed between the parties as follows:


1.  Gross
      profits on the sale of all BSMI products shall be shared equally-BSMI 50%;
      and,
      BSFC-50%. Gross profit is defined as the difference between the “Base Cost” and
“BSFC Sales Price.”





2.  BSFC
      Sales Price is defined as the price at which BSFC sells to any third party
      and
      collects payment from any third party, including but not limited to, all
      wholesale or retail sales, to franchisees or distributors, and whether domestic
      or international sales. The parties understand and agree that the price from
      BSMI to BSFC for the same product or products may vary and such prices will
      be
      set by BSFC in its sole discretion as long as there is a gross
      profit.





3.  Base
      Cost
      is defined as the actual cost of ingredients for the product plus an overhead
      allowance for BSMI to be set at a minimum of 20% and not to exceed 100%, based
      on actual overhead expenses incurred and experienced by BSMI. Additionally,
      there shall be an overhead allowance for BSFC that shall be deemed to be
      one-half of the amount allocated for overhead for BSMI. Overhead for BSMI shall
      be divided among the various products based on percentage of sales during the
      preceding full calendar year. For example, if a product represented 15% of
      sales
      then 15% of the overhead will be allocated to that product, subject to the
      overhead allocation minimum of 20% and maximum of 100%. Prices for future
      products and/or changes to existing products shall be set based on this formula.
      Should this formula prove to be unbalanced and unfair to either company at
      the
      fiscal year end- June 30, 2005, a new formula will be
      negotiated.








4.  Base
      Manufacturing Cost shall be calculated annually based on the audit of BSMI
      and
      adjustments in Base Manufacturing Cost made accordingly. Any overcharges by
      BSMI
      shall be repaid to BSFC within 30 days of the completion of the audit. During
      the first fiscal year of this agreement, as determined by BSMI’s fiscal year
      end, the prices set forth below have been mutually agreed upon according to
      the
      above stated formula;


Product
            
            Transfer
                PriceBP-710
            
            $
            15.95BP-310
            
            $
            17.98BP-910
            
            $
            11.04Bio
                Catalyst
            
            $
            13.27Bio
                Care G
            
            $
            9.42Floor
                Soap
            
            $
            2.29Hood
                & Stack
            
            $
            20.52Wheels
            
            $
            20.52DePlugger
            
            $
            9.45Lift
                Station Extract
            
            $
            7.54Buffer
            
            $
            2.88BP-101
            
            $
            6.77BP-102
            
            $
            20.83Bio
                Care H2S
            
            $
            5.53