GUARANTY

GUARANTY, effective as of November 29, 2006, by Bio Solutions Production, Inc., a Nevada corporation (“BSP”) and Bio Extraction Services, Inc., a New York corporation (“BESI”, and together with BSP, collectively, the “Guarantors”), in favor of each of the parties set forth on the signature page hereto (each, an “Investor” and collectively, the “Investors”). 

WHEREAS, pursuant to the Loan Agreement dated the date hereof between Bio Solutions Manufacturing, Inc., a New York corporation (“BSLM” or the “Company”) and the Investors, (i) the Investors have agreed to amend and restate certain obligations relating to advances previously made by the Investors on behalf of BSLM (the “Amended Notes”) and (ii) the Investors 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 Investors have entered into the Loan Agreement, dated the date hereof (the “Loan Agreement”); and

WHEREAS, the Guarantors expect to receive substantial direct and indirect benefits from the extensions of credit to the Company by the Investors pursuant to the Loan Agreement and the other Transaction Documents (which benefits are hereby acknowledged);

WHEREAS, the Company and the Guarantors are members of a group of related corporations, the success of any one of which is dependent, in part, on the success of the other members of such group;

WHEREAS, it is a condition precedent to the Investors’ making any additional loans or otherwise extending credit to the Company under the Loan Agreement that the Guarantors execute and deliver to the Investors a guaranty substantially in the form hereof; and

WHEREAS, the Guarantors wish to guaranty the Company’s obligations to the Investors under or in respect of the Obligations, as provided herein;

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 Guarantors hereby agree with the Investors as follows:

1.   Definitions . The terms “Transaction Documents” and all other capitalized terms used herein without definition shall have the respective meanings provided therefor in the Loan Agreement.

2.   Guaranty of Payment and Performance . The Guarantors hereby jointly and severally guarantee to the Investors the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the obligations under the Notes, the Loan Agreement, and the Transaction Documents (collectively, the “Obligations”), including all such which would become due but for the operation of the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code and the operation of §§502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional, and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that any Investor first attempt to collect any of the Obligations from the Company or resort to any collateral security or other means of obtaining payment. Should the Company default in the payment or performance of any of the Obligations, the obligations of the Guarantors hereunder with respect to such Obligations in default shall, upon demand by the Investors, become immediately due and payable to the Investors, without demand or notice of any nature, all of which are expressly waived by the Guarantors. Payments by the Guarantors hereunder may be required by the Investors on any number of occasions. All payments by the Guarantors hereunder shall be made to the Investors, in the manner and at the place of payment specified therefor in the Loan Agreement, for the account of the Investors.

3.   Guarantors’ Agreement to Pay Enforcement Costs, etc . The Guarantors further agree, as the principal obligors and not as a guarantor only, to pay to the Investors, on demand, all costs and expenses (including court costs and legal expenses) incurred or expended by any Investor in connection with the Obligations, this Guaranty and the enforcement thereof, together with interest on amounts recoverable under this Section 3 from the time when such amounts become due until payment, whether before or after judgment, at the rate of interest for overdue principal set forth in the Transaction Documents, provided that if such interest exceeds the maximum amount permitted to be paid under applicable law, then such interest shall be reduced to such maximum permitted amount.

4.   Waivers by Guarantors; Investor’s Freedom to Act . The Guarantors agree that the Obligations will be paid and performed strictly in accordance with their respective terms, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Investor with respect thereto. The Guarantors waive promptness, diligence, presentment, demand, protest, notice of acceptance, notice of any Obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of the Company or any other entity or other person primarily or secondarily liable with respect to any of the Obligations, and all suretyship defenses generally. Without limiting the generality of the foregoing, the Guarantors agree to the provisions of any instrument evidencing, securing or otherwise executed in connection with any Obligation and agrees that the obligations of the Guarantors hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (i) the failure of any Investor to assert any claim or demand or to enforce any right or remedy against the Company or any other entity or other person primarily or secondarily liable with respect to any of the Obligations; (ii) any extensions, compromise, refinancing, consolidation or renewals of any Obligation; (iii) any change in the time, place or manner of payment of any of the Obligations or any rescissions, waivers, compromise, refinancing, consolidation or other amendments or modifications of any of the terms or provisions of the Transaction Documents or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligations, (iv) the addition, substitution or release of any entity or other person primarily or secondarily liable for any Obligation; (v) the adequacy of any rights which any Investor may have against any collateral security or other means of obtaining repayment of any of the Obligations; (vi) the impairment of any collateral securing any of the Obligations, including without limitation the failure to perfect or preserve any rights which any Investor might have in such collateral security or the substitution, exchange, surrender, release, loss or destruction of any such collateral security; or (vii) any other act or omission which might in any manner or to any extent vary the risk of either Guarantor or otherwise operate as a release or discharge of any such Guarantor, all of which may be done without notice to any such Guarantor. To the fullest extent permitted by law, each Guarantor hereby expressly waives any and all rights or defenses arising by reason of (A) any “one action” or “anti-deficiency” law which would otherwise prevent any Investor from bringing any action, including an