8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 29, 2009

BIO SOLUTIONS MANUFACTURING, INC.

(Exact name of registrant as specified in its charter)

Nevada	001-32044	16-1576984
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

4440 Arville Street, #6	89103
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (702) 222-9532

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below):

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 – Registrant’s Business and Operations

Item 1.01        Entry into a Material Definitive Agreement.

On April 30, 2009, we entered into a Settlement Agreement and General Release pursuant to which we settled that certain action against us in the Superior Court of California for the County of Los Angeles, Case No. BC381299 (the “Action”) filed by Martin Becker and Arnold Sock in November 2007 for breach of a certain Reorganization and Stock Purchase Agreement dated on or about February 1, 2004 by failing to indemnify Becker as required under said agreement seeking approximately $92,000 in damages, as well as interest, fees, and costs  .

Pursuant to the terms of the Settlement Agreement, we agreed to issued the Claimants and their designees 92,000 shares of series B preferred stock with a stated value of $1.00 per share.  The Claimants agreed to certain restrictions on conversion of the Series B Preferred and sale of the underlying common stock, as set forth in the Agreement and the certificate of designation setting forth the terms of the series B preferred stock.  The Claimants filed a Dismissal of Action with the Court on April 30, 2009.  General releases were exchanged amongst the parties.

We relied on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of the shares of series B preferred stock.

The paragraphs above describe certain of the material terms of the Settlement Agreement. Such description is not a complete description of the material terms of the settlement and is qualified in its entirety by reference to the agreements entered into in connection with the settlement which are included as exhibits to this Current Report on Form 8-K.

Section 3 – Securities and Trading Markets

Item 3.02        Unregistered Sales of Equity Securities.

See Item 1.01 of this Current Report on Form 8-K, which Item is incorporated herein by this reference, for a description of the terms of the settlement agreement that included the issuance of the shares of the Series B Preferred Stock.

Section 5 – Corporate Governance and Management

Item 5.03        Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On April 29, 2009, we filed a certificate of designation with the Nevada Secretary of State pursuant to which we designated 92,000 shares of our preferred stock as Series B Preferred Stock.  The Series B Preferred Stock has a sated value of $1.00 per shares and is convertible into shares of common stock at a conversion rate equal to the average of the Per Shares Market Values (as defined) during the 10 trading days immediately prior to conversion.  No holder of series B preferred stock more than 1,000 shares of its series B preferred stock in any given month and collectively the holders of series B preferred stock may not convert more than 4,000 shares in any calendar month.  In addition, holders of the series B preferred stock may not convert such shares into common stock if as a result of such conversion the holder would hold in excess of 4.99% shares of our issued and outstanding common stock.  The series B preferred stock do not contain any voting, liquidation, dividend or preemptive rights.

2

The paragraphs above describe certain of the material terms of the series B preferred stock. Such description is not a complete description of the material terms of the series B preferred stock and is qualified in its entirety by reference to the certificate of designation setting forth the terms of the series B preferred stock which is included as exhibits to this Current Report on Form 8-K.

Section 9 – Financial Statements and Exhibits

Item 9.01        Financial Statements and Exhibits.

(c)           Exhibits.

Exhibit
Number	Description
3.1	Certificate of Designation of Series B Preferred Stock
10.1	Settlement Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		BIO SOLUTIONS MANUFACTURING, INC.
		(Registrant)
Date:  May 5, 2009	By:	/s/ Patricia M. Spretizer
		Patricia M. Spreitzer, Secretary

3

EX-3.1

Certificate of Designation

For Nevada Profit Corporations

(Pursuant to NRS 78.1944)

1.  Name of corporation

Bio Solutions Manufacturing, Inc.

2.  By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes the following regarding the voting powers, designations, references,

limitations, restrictions and relative rights of the following class or series of stock.:

The Corporation hereby establishes and designates 92,000 shares of its preferred stock, $0.00001 par value per share, designated as Series B Preferred Stock (the “Series B Preferred Stock”).  The rights, preferences, and privileges of the Series B Preferred Stock relative to those of the common stock, par value $0.00001 per share, of the Corporation (the “Common Stock”) and any other shares of preferred stock are set forth in Exhibit A attached hereto

3.  Effective date of filing (optional): ___________________

4.  Officer Signature: (required): /s/ Patricia M. Spretizer

A-1-1

EXHIBIT A

TO

CERTIFICATE OF DESIGNATION

ESTABLISHING SERIES B PREFERRED STOCK OF

BIO SOLUTIONS MANUFACTURING, INC.

A Nevada Corporation

The rights, preferences, and privileges of the Series B Preferred Stock relative to those of the Common Stock are set forth in this Certificate of Designation of Series and Determination of Rights and Preferences of its Series B Preferred Stock (the “Certificate”).

1.           Definitions.  For purposes of this Certificate the following definitions shall apply and shall be equally applicable to both the singular and plural forms of the defined terms:

1.1.            “Affiliate” of any Person shall mean any Person who directly or indirectly controls, is controlled by, or is under common control with, the indicated Person.  For the purposes of this definition, “control” has the meaning specified as of the date hereof for that word in Rule 405 promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933, as amended.

1.2.           “Board” shall mean the Board of Directors of the Corporation.

1.3.           “Common Stock” shall mean the common stock, par value $0.00001 per share, of the Corporation.

1.4.           “Conversion Rights” shall have the meaning set forth in Section 5 below

1.5.           “Conversion Stock” shall mean the Common Stock into which the Series B Preferred Stock is convertible and the Common Stock issued upon such conversion.

1.6.           “Corporation” shall mean Bio Solutions Manufacturing, Inc., a Nevada corporation.

1.7.           “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

1.8.           “Person” shall include all natural persons, corporations, business trusts, associations, limited liability companies, partnerships, joint ventures and other entities, governments, agencies and political subdivisions.

1.9.           “Per Share Market Value” means on any particular date (a) the closing bid price per share of Common Stock on such date on the OTC Bulletin Board or on such Subsequent Market on which the shares of Common Stock are then listed or quoted, or if there is no such price on such date, then the closing bid price on the OTC Bulletin Board or on such Subsequent Market on the date nearest preceding such date, or (b) if the shares of Common Stock are not then listed or quoted on the OTC Bulletin Board or a Subsequent Market, the closing bid price for a share of Common Stock in the over-the-counter market, as reported by the National Quotation Bureau Incorporated or similar organization or agency succeeding to its functions of reporting prices) at the close of business on such date, or (c) if the shares of Common Stock are not then reported by the National Quotation Bureau Incorporated (or similar organization or agency succeeding to its functions of reporting prices), then the average of the “Pink Sheet” quotes for the relevant conversion period, as determined in good faith by the holder of the Series B Preferred Stock.

A-1-2

1.10.         “Securities Act” shall mean the Securities Act of 1933, as amended.

1.11.         “Series B Conversion Price” shall mean the average of the Per Share Market Values during the ten (10) Trading Days immediately preceding a Conversion Date.

1.12.         “Stated Value” shall mean $1.00.

1.13.         “Subsequent Market” means the New York Stock Exchange, American Stock Exchange, Nasdaq SmallCap Market or Nasdaq National Market.

1.14.         “Trading Day” means (a) a day on which the shares of Common Stock are traded on such Subsequent Market on which the shares of Common Stock are then listed or quoted, or (b) if the shares of Common Stock are not listed on a Subsequent Market. a day on which the shares of Common Stock are traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (c) if the shares of Common Stock are not quoted on the OTC Bulletin Board, a day on which the shares of Common Stock are quoted in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding its functions of reporting prices); provided, however. that in the event that the shares of Common Stock are not listed or quoted as set forth in (a), (b) and (c) hereof, then Trading Day shall mean any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other government action to close

2.           Voting Rights.  None.

3.           Dividend Righs.  None.

4.           Liquidation Rights.  None.

5.           Conversion.  The holders of the Series B Preferred Stock shall have the following conversion rights (the “Conversion Rights”):

5.1.           Optional Conversion of the Series B Preferred Stock.  Any or all shares of the Series B Preferred Stock shall be convertible, without the payment of any additional consideration by the holder thereof and at the option of the holder thereof, at any time after the first issuance of shares of Series B Preferred Stock by the Corporation and from time to time, at the office of the Corporation or any transfer agent for the Common Stock, into such whole number of fully paid and nonassessable shares of Common Stock as is determined by dividing $1.00 by the Series B Conversion Price in effect at the time of conversion and then multiplying such quotient by the number of shares of Series B Preferred Stock to be converted.

5.2.           Fractional Shares.  No fractional shares of Common Stock shall be issued upon conversion of the Series B Preferred Stock, and the number of shares of Common Stock to be issued shall be determined by rounding to the nearest whole share (a half share being treated as a full share for this purpose).  Such conversion shall be determined on the basis of the total number of shares of Series B Preferred Stock the holder is at the time converting into Common Stock and such rounding shall apply to the number of shares of Common Stock issuable upon such aggregate conversion.

A-5-3

5.3.           Mechanics of Optional Conversion.  Before any holder of Series B Preferred Stock shall be entitled to convert the same into full shares of Common Stock, such holder shall surrender the certificate or certificates therefor, endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by such holder’s attorney duly authorized in writing, at the office of the Corporation or of any transfer agent for the Common Stock, and shall give at least five (5) days’ prior written notice to the Corporation at such office that such holder elects to convert the same or such portion thereof as such holder elects to convert and shall state therein such holder’s name or the name of the nominees in which such holder wishes the certificate or certificates for shares of Common Stock to be issued.  The Corporation shall, as soon as practicable thereafter, issue and deliver to such holder of Series B Preferred Stock, or to such holder’s nominee or nominees, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid.  Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date.  From and after such date, all rights of the holder with respect to the Series B Preferred Stock so converted shall terminate, except only the right of such holder, upon the surrender of his, her or its certificate or certificates therefor, to receive certificates for the number of shares of Common Stock issuable upon conversion thereof.  Upon conversion of only a portion of the number of shares covered by a certificate representing shares of Series B Preferred Stock surrendered for conversion, the Corporation shall issue and deliver to the holder of the certificate so surrendered for conversion, at the expense of the Corporation, a new certificate covering the number of shares of the Series B Preferred Stock representing the unconverted portion of the certificate so surrendered, which new certificate shall entitle the record holder thereof to all rights in respect of the shares of Series B Preferred Stock represented thereby to the same extent as if the portion of the certificate theretofore covering such unconverted shares had not been surrendered for conversion.

5.4.           Adjustments to Conversion Price for Mergers, Reorganizations, Etc.   In the event of a reclassification, reorganization or exchange  above) or any merger, acquisition, consolidation or reorganization of the Corporation with another Corporation, each share of Series B Preferred Stock shall thereafter be convertible into the kind and number of shares of stock or other securities or property to which a holder of the number of shares of Common Stock of the Corporation deliverable upon conversion of the Series B Preferred Stock would have been entitled upon such reclassification, reorganization, exchange, consolidation, merger or acquisition had the conversion occurred immediately prior to the event; and, in any such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the holders of the Series B Preferred Stock, to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the applicable Series B Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the conversion of the Series B Preferred Stock.

A-5-4

5.5.           Conversion Limitations.

A.           No holder of Series B Preferred Stock shall be entitled to convert the same into shares of Common Stock pursuant to Section 5.1, to the extent such conversion would result in the holder of such Series B Preferred Stock, together with any Affiliate thereof, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.999% of the then issued and outstanding shares of Common Stock of the Corporation.  Since the holders of Series B Preferred Stock will not be obligated to report to the Corporation the number of shares of Common Stock it may beneficially hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock in excess of 4.999% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by such holder of Series B Preferred Stock or an affiliate thereof, the holder of such Series B Preferred Stock shall have the authority and obligation to determine whether and the extent to which the restriction contained in this Section will limit any particular conversion hereunder.  The provisions of this Section may be waived by the holder of Series B Preferred Stock upon not less than 61 days’ prior notice to the Corporation.

B.           No holder of Series B Preferred Stock shall be entitled to convert the same into shares of Common Stock pursuant to Section 5.1 to the extent such conversion would require the Corporation to issue shares of Common Stock in excess of the Corporation’s then sufficient authorized and unissued shares of Common Stock.

C.           No holder of Series B Preferred Stock shall be entitled to convert the same into shares of Common Stock pursuant to Section 5.1 to the extent such conversion would result in the conversion in any calendar month of more than:  (i) 1,000 shares of Series B Preferred Stock for such holder  and (ii) 4,000 shares of Series B Preferred Stock by all holders of Series B Preferred Stock in such calendar month.

5.6.           Notices of Record Date.  In the event of any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, any capital reorganization of the Corporation, any reclassification or recapitalization of the Corporation’s capital stock, any consolidation or merger with or into another Corporation, any transfer of all or substantially all of the assets of the Corporation or any dissolution, liquidation or winding up of the Corporation, the Corporation shall mail to each holder of Series B Preferred Stock at least ten (10) days prior to the date specified for the taking of a record, a notice specifying the date on which any such record is to be taken for the purpose of such dividend or distribution.

5.7.           Additional Notices.  In the event the Corporation shall propose to take any action of the types described in Section 5.4 the Corporation shall give notice to each holder of shares of Series B Preferred Stock, which notice shall specify the record date, if any, with respect to such action and the date on which such action is to take place.  Such notice shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action (to the extent such effect may be at the date of such notice) on the Series B Conversion Price and the number, kind or class of shares or other securities or property which shall be deliverable or purchasable upon the occurrence of such action or deliverable upon conversion of shares of Series B Preferred Stock.  In the case of any action which would require the fixing of a record date, such notice shall be given at least ten (10) days prior to the date so fixed, and in case of all other action, such notice shall be given at least ten (10) days prior to the taking of such proposed action.

5.8.           Payment of Taxes.  The Corporation will pay all taxes (other than taxes based upon income) and other governmental charges that may be imposed with respect to the issue or delivery of shares of Common Stock upon conversion of shares of Series B Preferred Stock, other than any tax or other charge imposed in connection with any transfer involved in the issue and delivery of shares of Common Stock in a name other than that in which the shares of Series B Preferred Stock so converted were registered.

A-5-5

6.           No Reissuance of Series B Preferred Stock.  No share or shares of Series B Preferred Stock acquired by the Corporation by reason of redemption, purchase, conversion, or otherwise shall be reissued.

7.           Notices.  Unless otherwise specified in the Corporation’s Certificate of Incorporation or Bylaws, all notices or communications given hereunder shall be in writing and, if to the Corporation, shall be delivered to it as its principal executive offices, and if to any holder of Series B Preferred Stock, shall be delivered to it at its address as it appears on the stock books of the Corporation.

8.           No Preemptive Rights.  Holders of Series B Preferred Stock shall have no preemptive rights except as granted by the Corporation pursuant to written agreements.

A-8-6

EX-10.1

SETTLEMENT AGREEMENT AND GENERAL RELEASE

THIS SETTLEMENT AGREEMENT AND GENERAL RELEASE  (“Agreement”) is made and entered into as of April 30, 2009, by and among Pamela Becker, an individual (“Becker”), Arnold F. Sock, an individual (“Sock”), Sid Rosenblatt, an individual (“Rosenblatt”) and Kaplan, Kenegos & Kadin (“Kaplan”, together with Sock, Rosenblatt and Becker, the “Becker Parties” and each individually a “Becker Party”) and Bio Solutions Manufacturing, Inc., a Nevada corporation (the “Company”).  Becker, Sock, Rosenblatt Kaplan, and the Company are collectively referred to as the “Parties”.

RECITALS

WHEREAS, on or about November 27, 2007, Martin Becker and Sock (collectively, the “Claimants”) commenced an action against the Company in the Superior Court of California for the County of Los Angeles, Case No. BC381299 (the “Action”);

WHEREAS, Martin Becker died on December 14, 2008, and on March 31, 2009 the parties stipulated to allow Pamela Becker, as Martin Becker’s successor in interest to be substituted as a Claimant and the Superior Court of California approved the stipulation and Pamela Becker was substituted into the Action in  lieu of Martin Becker;

WHEREAS, in order to avoid any further costs, burdens, or distractions, and uncertainties of litigation, the Parties now desire, and through the execution of this Agreement, intend to dispose of and resolve fully and completely any and all disputes, claims, issues and differences between them, including, but not limited to, any and all actual or implied claims, demands or causes of action asserted by the Parties or which could have been asserted by or against the Parties in any action or proceeding in any legal, administrative or other forum whatsoever.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.           Consideration.The Parties shall exchange the following consideration:

1.1           Delivery of Shares.  Within 5 business days after execution of this Agreement, the Company will issue and deliver to the Becker Parties certificates representing 92,000 shares (the “Shares”) of the Company’s Series B Preferred Stock, which shares are convertible into shares of the Company’s common stock (the “Common Stock”).  The Shares shall be issued and delivered as follows: 23,000 to Becker, 23,000 to Sock, 23,000 to Rosenblatt and 23,000 to Kaplan

1.2           Dismissal.  Concurrently herewith, the Claimants shall file with the Los Angeles Superior Court a Dismissal with Prejudice with respect to the Action, with the Court reserving jurisdiction to enforce this Settlement Agreement and will deliver a copy of the same to the Company.

1

1.3           Rule 144 Opinions.  If any shares of the Common Stock deliverable under this Agreement upon conversion of the Series B Preferred Stock (the “Conversion Shares”), or otherwise held by a Becker Party may be resold in the absence of an effective registration thereof under the Securities Act of 1933, as amended, pursuant to Rule 144, then upon the request by a a Becker Party and the delivery by the Becker Party of standard and customary forms and certifications, the Company shall deliver, at no cost to any Becker Party, an opinion of the Company’s counsel to that effect, acceptable to the Company’s transfer agent within five (5) business days of receipt of such request.

Section 2.          Termination of Agreement.All rights, duties and obligations of the Parties, if any, under that certain Reorganization and Stock Purchase Agreement by and between Becker, Sock and the Company dated on or about February 1, 2004 and any documents related thereto (the “Reorganization Agreement”)shall be immediately terminated upon execution of this Agreement.

Section 3.          Claimants’ Representations and Warranties.To induce the Company to enter into this Agreement, the Becker Parties represent and warrant the following to the Company:

3.1           Existence and Power Each Becker Party has adequate authority, power, and legal right to enter into, execute, deliver, and perform the terms of this Agreement and to consummate the transactions contemplated thereby.  The Agreement, upon its execution and delivery, will constitute a valid, legal, and binding obligation of each Becker Party, enforceable in accordance with its terms, subject only to applicable bankruptcy, insolvency or similar laws generally affecting the enforcement of creditor’s rights.

3.2           Information on the Becker Parties.  Each Becker Party is, and will be at the time of any conversion of the Series B Preferred Stock, experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of United States publicly-owned companies in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable such Becker Party to utilize the information made available by the Company to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed acceptance of the Company’s Series B Preferred Stock, which represents a speculative investment.  Each Becker Party has the authority and is duly and legally qualified to receive and own the Shares, and the Conversion Shares (collectively, the “Securities”).  Each Becker Party is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof.

3.3           Receipt of Shares.  Each Becker Party has acquired the Shares as principal for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof.

2

3.4           Compliance with Securities Act.  Each Becker Party understands and agrees that the Securities have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the Securities Act of 1933, as amended (based in part on the accuracy of the representations and warranties of each Becker Party contained herein), and that such Securities must be held indefinitely unless a subsequent disposition is registered under the Securities Act of 1933, as amended or any applicable state securities laws or is exempt from such registration.

3.5           Legend.  The Shares and the Conversion Shares shall bear the following or similar legend:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”

3.6           Communication of Offer.  The offer to issue the Securities was directly communicated to each Becker Party by the Company.  At no time was any Becker Party presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer.

3.7           Restricted Securities.   Each Becker Party understands that the Securities have not been registered under the Securities Act of 1933, as amended, and no Becker Party will sell, offer to sell, assign, pledge, hypothecate or otherwise transfer any of the Securities unless pursuant to an effective registration statement under the Securities Act of 1933, as amended, or pursuant to a valid exemption from registration.

3.8           No Governmental Review.  Each Becker Party understands that no United States federal or state agency or any other governmental or state agency has passed on or made recommendations or endorsement of the Securities or the suitability of the investment in the Securities, nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

3

Section 4.          Release, Termination, and Waiver.

4.1           The Becker Parties on behalf of themselves and each of their respective agents, attorneys, insurers, heirs, assigns, beneficiaries, executors, trustees, conservators, representatives, predecessors-in-interest, successors-in-interest, and whomsoever may claim by, under or through them, and all persons acting by, through, under or in concert with any of them (the “Becker Releasing Parties”) hereby irrevocably and unconditionally forever release, remise, acquit and discharge the Company, and its present, former or future agents, representatives, employees, independent contractors, directors, shareholders, officers, attorneys, insurers, subsidiaries, divisions, parents, assigns, affiliates, predecessors and successors (collectively, the “Becker Released Parties”) from and against any and all debts, obligations, losses, costs, promises, covenants, agreements, contracts, endorsements, bonds, controversies, suits, actions, causes of action, misrepresentations, defamatory statements, tortuous conduct, acts or omissions, rights, obligations, liabilities, judgments, damages, expenses, claims, counterclaims, cross-claims, or demands, in law or equity, asserted or unasserted, express or implied, foreseen or unforeseen, real or imaginary, alleged or actual, suspected or unsuspected, known or unknown, liquidated or non-liquidated, of any kind or nature or description whatsoever, arising from the beginning of the world through the date of this Agreement which each of the Becker Releasing Parties ever had, presently have, may have, or claim or assert to have, or hereafter have, may have, or claim or assert to have, against any of the Becker Released Parties (the “Becker Released Claims”).  This release shall not affect the rights of the Becker Parties under this Agreement or the Certificate of Designation Establishing Series B Preferred Stock of the Company.

4.2           The Company, on behalf of itself and its agents, attorneys, insurers, heirs, assigns, beneficiaries, executors, trustees, conservators, representatives, predecessors-in-interest, successors-in-interest, and whomsoever may claim by, under or through it, and all persons acting by, through, under or in concert with it (the “Company Releasing Parties”) hereby irrevocably and unconditionally forever release, remise, acquit and discharge each Claimant and their respective present, former or future agents, representatives, employees, independent contractors, directors, shareholders, officers, attorneys, insurers, subsidiaries, divisions, parents, assigns, affiliates, predecessors and successors (collectively, the “Company Released Parties”) from and against any and all debts, obligations, losses, costs, promises, covenants, agreements, contracts, endorsements, bonds, controversies, suits, actions, causes of action, misrepresentations, defamatory statements, tortuous conduct, acts or omissions, rights, obligations, liabilities, judgments, damages, expenses, claims, counterclaims, cross-claims, or demands, in law or equity, asserted or unasserted, express or implied, foreseen or unforeseen, real or imaginary, alleged or actual, suspected or unsuspected, known or unknown, liquidated or non-liquidated, of any kind or nature or description whatsoever, arising from the beginning of the world through the date of this Agreement which each of the Company Releasing Parties ever had, presently have, may have, or claim or assert to have, or hereafter have, may have, or claim or assert to have, against any of the Company Released Parties (the “Company Released Claims”). This release shall not affect the rights of the Company under this Agreement or the Certificate of Designation Establishing Series B Preferred Stock of the Company.

4.3           The Parties acknowledge and understand that hereafter they may discover or appreciate claims, facts, issues or concerns in addition to or different from those that they now know or believe to exist with respect to the subject matter of this Agreement that, if known or suspected at the time of execution of this Agreement, might have materially affected the settlement embodied herein.  The Parties nevertheless agree that the general releases and waivers described in Paragraphs 4.1 and 4.2 above apply to any such additional or different claims, facts, issues or concerns.  The Parties acknowledge that this release is intended to be very broad and is a critical element of the Parties’ settlement.

4

4.4    It is the intention of the Parties that the foregoing general releases shall be effective for use as a protective bar to all Becker Released Claims and Company Released Claims and shall terminate all of the Parties’ rights, duties and obligations, if any, under any agreement between any Becker Party, on the one hand, and the Company on the other hand.  In furtherance, and not in limitation of such intention, the general release provided for herein shall be, and shall remain in effect, as a full and complete release, notwithstanding the later discovery or existence of any additional or different facts or claims, without limitation.

4.5   The Parties acknowledge that they have been advised by their respective attorneys and are familiar with and understand the provisions of California Civil Code Section 1542 as well as all provisions of federal law, and Nevada state law, if any, that may provide any right or benefit that is similar in any material respect to California Civil Code Section 1542, which provides as follows:

A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.

4.6   The Parties hereby voluntarily and expressly waive and relinquish each and every right or benefit which they may have under California Civil Code Section 1542 and all provisions of federal law and Nevada state law, if any, that may provide any right or benefit that is similar in any material respect to the rights and benefits afforded under California Civil Code Section 1542, to the full extent that they may lawfully waive such rights.  The Parties acknowledge that they may hereafter discover facts in addition to or different from those which they presently know or believe to be true regarding the subject matter of the dispute and the other matters herein released, but agree that they have taken that possibility into account and that it is their intention hereby to fully, finally and forever settle and release the matters, disputes and differences, now known or unknown, suspected or unsuspected, arising out of or in any way relating to the matters released pursuant to this Agreement, and to terminate any and all rights, duties and obligations of the Parties under the Reorganization Agreement.

4.7           The Parties hereto acknowledge that they expressly understand that this Agreement and the settlement it represents (a) is entered into solely for the purpose of avoiding any possible future expenses, burdens or distractions of litigation and (b) in no way constitutes an admission by any party hereto of any liability of any kind to any other party or of any wrongdoing on the part of any of the Becker Released Parties or any of the Company Released Parties.  In this connection, the Parties specifically deny any liability in connection with any claims which have been made or could have been made, or which are the subject matter of, or arise from, or are connected directly or indirectly with or related in any way to the claims, counterclaims, and defenses set forth in the Action, including, but not limited to, any violation of any federal or state law (whether statutory or common law), rule or regulation, and the Parties deny that a violation of any such law, rule or regulation has ever occurred.

5

Section 5.          Trading Resrictions.

5.1           Each Becker Party together with its affiliates shall not, in the aggregate, make any Net Sales (as defined below) of Common Stock held by it on any single day during such period, a number of shares of Common Stock in excess of 2.5% of the ten day average daily trading volume of the Common Stock (as reported by Bloomberg Financial Markets (or any successor thereto)) on each day immediately preceding such sale.  “Net Sales” means, with respect to any date of determination, the difference of (A) the number of shares of Common Stock sold, including by way of short sales, or otherwise transferred or disposed of, directly or indirectly, on such date of determination by the Becker Party and their affiliates minus (B) the number of shares of Common Stock purchased, directly or indirectly, on such date of determination by such Becker Party and its affiliates.

5.2           Each Becker Party agrees that it will not sell any Conversion Shares at the then-existing “bid” price for the Company’s common stock, as reported on OTC Bulletin Board or on such subsequent market on which the shares of Common Stock are then listed or quoted.

5.3           Each Becker Party agrees to utilize a brokerage firm satisfactory to the Company to effect and process all Share conversions and all sales of Conversion Shares and each Becker Party understands that no Share conversions will be allowed until such brokerage firm acceptable to the Company has been retained.  Firms satisfactory to the Company include Oppenheimer & Co., 100 Jericho Quadrangle, Suite 342, Jericho, NY 11753 and each Becker Party agrees to open an account for the Shares (and shares of the Company’s common stock issued upon conversion thereof) at such Brokerage firm. If for any reason Oppenheimer will not open an account for any of the Becker Parties or closes the account of a Becker Party before all of the eligible Common Shares for such Becker Party are sold, then Company will provide another Brokerage firm acceptable to the Company within fifteen (15) days of the notice of refusal to open an account being received by the Company from a Becker Party or receipt of notice from a Becker Party that an existing account has been closed.

Section 6.          Miscellaneous.

6.1           Representations and Warranties.  The Parties represent and warrant that they are the sole owner of all claims, rights, demands and causes of action that they are relinquishing by executing this Agreement and that no other persons or entities have any interest in such claims, rights, demands or causes of action.

6.2           Representation by Counsel.  The Parties acknowledge that they are executing and delivering this Agreement with full knowledge of any and all rights which they may have with respect to the claims and causes of action herein settled and released. The Parties acknowledge that they are represented by and have consulted with attorneys of their own choosing to the extent desired before executing and delivering this Agreement in order to review this document and the claims and causes of action being settled and released hereby and thereby, and that they have had a reasonable and sufficient opportunity to do so.

6.3           Binding Effect of Agreement.  This Agreement shall inure to the benefit of the Becker Released Parties and the Company Released Parties, and shall be binding upon the Becker Releasing Parties, the Company Releasing Parties, and their respective heirs, administrators, executors, representatives, attorneys, agents, predecessors in interest (if any), successors, affiliates, assigns and beneficiaries.

6

6.4           Expenses and Fees.  Each Party shall bear its own attorney’s fees, costs and expenses, and consultants, advisors and experts’ fees, costs and expenses, arising or relating to the Action and the negotiation, execution and delivery of this Agreement.  The Parties expressly agree to waive all statutory, contractual and/or common law rights to recover any attorney’s fees, costs and expenses, and consultants, advisors and experts’ fees, costs and expenses, arising or relating to the Arbitration and the negotiation, execution and delivery of this Agreement.

6.5           Governing Law.  The Parties agree that the validity, effect and construction of this Agreement as well as any rights, duties and obligations thereunder, and any disputes concerning any of the provisions of this Agreement or over the negotiation or execution thereof, shall be interpreted under, governed by and construed in accordance with the laws of the State of California without regard to conflict of laws provisions.

6.6           Dispute Resolution.  Any and all disputes between any of the Parties concerning any of the provisions of this Agreement or the rights, duties and obligations hereunder shall be exclusively resolved in an action or proceeding brought against in the Superior State of California for the County of Los Angeles which shall retain jurisdiction to enforce this Settlement Agreement pursuant to California Code of Civil Procedure Section 664.  Each of the parties hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein.  The parties hereto each waive any claim that such jurisdiction is not a convenient forum for any such action; provided, however, that each party reserves the right to seek to remove the action or proceeding from the state court to the federal court in such jurisdiction or vice versa.  Each party waives the right to a jury trial.  The prevailing party in any proceeding instituted to resolve any dispute between any of the Parties arising out of or relating to this Agreement shall be entitled, in addition to any award rendered, to all reasonable attorneys’ fees, costs and expenses incurred in connection with any such proceeding.

6.7           Additional Documents.  The Parties and their counsel agree to execute all further and additional documents and to take such other acts necessary under the circumstances to accomplish the purposes set forth in this Agreement.

6.8           Entire Agreement; Amendments.  This Agreement, the exhibits hereto, the documents referenced herein and the exhibits thereto, constitute the entire understanding and agreement of the Parties with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties with respect hereto and thereto.  This Agreement may be amended, altered, modified or waived, in whole or in part, only in a writing executed by all the Parties to this Agreement.  This Agreement may not be amended, altered, modified or waived, in whole or in part, orally.

7

6.9           Severability.  In the event that any one or more of the provisions contained in this Agreement shall, for any reason, be declared in a legal forum to be invalid, illegal, ineffective or unenforceable in any respect, such invalidity, illegality, ineffectiveness or unenforceability shall not affect any other provision of this Agreement, which Agreement shall remain in full force and effect, valid and binding upon the Parties, and each of the provisions of this Agreement shall be enforceable independently of any other provision of this Agreement and independently of any other claim or cause of action.

6.10           Execution in Counterparts.  This Agreement may be executed in several counterparts, each of which shall be considered to be an original or total copy of the Agreement. The Agreement shall become effective only upon its execution by all Parties hereto.  A facsimile copy of said signatures of all of the Parties will be sufficient to make this Agreement binding on all Parties.

6.11           Non-Waiver.  The failure of any Party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive that Party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

6.12           Titles.  The titles of the Sections of this Agreement are inserted for convenience only and shall not affect the meaning or construction of any of the terms of this Agreement.

6.13           Acknowledgment.  The Parties acknowledge that they have read this Agreement and that they fully know, understand, and appreciate its contents and that they have executed the same and make the settlement and release provided for herein voluntarily and of their own free will

6.14           Authority of Company Signatory. The signatory for the Company represents and warrants to the Becker Parties that he is executing this Agreement on behalf of the Company as a result of all required corporate actions being taken by the Company to authorize and approve this Agreement.

8

IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound, have each executed this Agreement on the dates set forth below.

BECKER:	PAMELA BECKER
SOCK:	ARNOLD F. SOCK
ROSENBLATT:	SID ROSENBLATT
KAPLAN	KAPLAN, KENEGOS & KADIN
	By:
	Jerry Kaplan, General Partner
COMPANY:	BIO SOLUTIONS MANUFACTURING, INC.
	David Bennett, President

9