LOAN AGREEMENT, effective as of November 29, 2006, is by and among Bio Solutions
Manufacturing, Inc., a New York corporation (the “Company”), and each of the parties set forth on the signature
page hereto (each, an “Investor” and collectively, the “Investors”).
WHEREAS, the Investors have previously purchased notes or other evidences of indebtedness in the
aggregate principal amount of Eight Hundred Two Thousand Five Hundred Seventy Eight Dollars and Eight Six
Cents ($802,857.86) (together with any note(s) issued in replacement thereof, the “Prior Notes”), as set forth
immediately below such Investor’s name on the signature page hereto.
WHEREAS, the Company has requested that one or more of the Investors extend credit in the form of a
series of term loans (each a “loan” and collectively, the “Loans”) to be made to the Company from and after the
Closing Date (as defined below) from time to time in accordance with the terms hereof in an aggregate principal
amount of up to $3,000,000.
WHEREAS, subject to the terms and conditions set forth in this Agreement, including the amendment
and restatement of the Prior Notes as described under Section 1.1 below, the Investors are willing to make
Loans to the Company, and the Company desires to borrow from the Investors from time to time, up to an
aggregate principal amount of $3,000,000, in an amount per each Investor as set forth immediately below such
Investor’s name on the signature page hereto.
Certain capitalized terms used in this Agreement shall have the meanings set forth in Article V hereof.
NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and for
other good and valuable consideration the receipt and adequacy are hereby acknowledged, the Company and
the Investors agree as follows:
ISSUANCE OF NOTES; LOANS
Amendment and Restatement of Prior Notes . At Closing, the Company will sign and deliver
a series of amended and restated conve