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            Charts




            Technical Analysis



           CMSI

           Symbol        Last Trade   Date          Change   Open   High   Low    Volume
           CMSI          0.9          May-14-2010   0.12     0.74   1.1    0.53   2,680,100




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           Support/Resistance
           Type      Value       Conf.
           supp      0.56        1
           supp      0.20        15
           supp      0.16        15
           supp      0.14        7
           supp      0.10        6
           supp      0.08        2
           supp      0.00        541
           Chart Indicators
           Ind.     short Inter Long
           EMA      VBu VBu VBu
           MACD VBu VBu VBu
           RSI               VBu
           TDD               Bu
           Fibs     Bu       Bu       Bu
           Highs N           N        N
           Lows     VBu VBu N
           Trends N          Bu       N
           Stoch. VBe
           VBu=Very Bullish,
           &nbspBu=Bullish
           N=Neutral
           Be=Bearish, &nbspVBe=Very
           Bearish



                                                Recent CandleStick Analysis                 Open Gaps
                                                Neutral                                     Direction        Date                 range
                                                Date              Candle                    up               Jun-17-2005          to 0.13
                                                May-11-2010       Bearish Engulfing
                                                May-10-2010       Bearish Harami




            Technical Analysis




           Detailed Opinion                                                                             Show Signal Strength and Direction

                                          Composite Indicators                                      Signal
            Trend Spotter                                                             Buy


                                          Short Term Indicators
            7 Day Average Directional Indicator                                       Buy
            10 - 8 Day Moving Average Hilo Channel                                    Buy




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             20 Day Moving Average vs Price                                                        Buy
             20 - 50 Day MACD Oscillator                                                           Buy
             20 Day Bollinger Bands                                                                Buy


                                                               Short Term Indicators Average: 100% Buy
            20-Day Average Volume - 366,278


                                      Medium Term Indicators
             40 Day Commodity Channel Index                                                        Buy
             50 Day Moving Average vs Price                                                        Buy
             20 - 100 Day MACD Oscillator                                                          Buy
             50 Day Parabolic Time/Price                                                           Buy


                                                              Medium Term Indicators Average: 100% Buy
            50-Day Average Volume - 161,253


                                       Long Term Indicators
             60 Day Commodity Channel Index                                                        Buy
             100 Day Moving Average vs Price                                                       Buy
             50 - 100 Day MACD Oscillator                                                          Buy


                                                               Long Term Indicators Average: 100% Buy
            100-Day Average Volume - 96,471


                                                                      Overall Average: 100% Buy

                            Price                                Support                               Pivot Point                           Resistance
                            0.615                                0.5433                                  0.7483                                0.9533




             Profile
                                                                                     Basics

           Address:                             One Blue Hill Plaza, P.O. Box 1548 Pearl River, NY, US
           Telephone:                           (845) 623-8553                          Website:                                www.frontline.net
           Facsimile:                           (845) 623-8669                          Email:                                  Investinfo@frontline.net
                                                The Company is engaged in online and wireless merchant payment solutions. It offers transaction processing solutions
           Business Description:
                                                using Internet Point-of-Sale, e-commerce and mobile terminals.


                                                                                     Details

           CEO:                                 Ventura Martinez Del Rio, Sr.
           Employees:                           3
           Issue Type:                          CS
           Market Cap:                          18,816,910
           Auditor:                             Larry O'Donnell, CPA, P.C.
           Last Audit:                          UQ


                                                                             Industry Classification




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           Sector:                       TECHNOLOGY                                NAICS:                                   517100
           Industry:                     Telecom Services - Foreign                CIK:                                     1040850
           SIC:


                                                                             Profitability

           Gross Margin:                 NC                                        Return on Equity:                        NE
           EBIT Margin:                  NC                                        Return on Capital:                       1263.1
           Profit Margin:                NC                                        Return on Assets:                        -370.5


                                                                          Share Statistics

           Outstanding:                  20,907,678                                Float:                                   452,678
           Short Interest:               0 as of (2005/04/12)
           Short Int Ratio:              0.0                                       % of Float:                              0.0%
           Non-Corp. Insider Holdings:   26.1% as of (2009/10)
           Bought Prev 3 Mo:             0                                         Sold Prev 3 Mo:                          0
           Institution Holdings:         0.0% as of (2009/10)
           Total Held:                   1                                         Institutions:                            1
           Bought Prev Mo:               0                                         Sold Prev Mo:                            1




             Insiders


                                                         Net Insider Date         Insider Shares Bought            Insider Shares Sold     Net Insider Transactions
           Eleven Months Ago                                       2009/03                                0                            0                          0
           Ten Months Ago                                          2009/04                                0                            0                          0
           Nine Months Ago                                         2009/05                                0                            0                          0
           Eight Months Ago                                        2009/06                                0                            0                          0
           Seven Months Ago                                        2009/07                                0                            0                          0
           Six Months Ago                                          2009/08                                0                            0                          0
           Five Months Ago                                         2009/09                                0                            0                    -20,000
           Four Months Ago                                         2009/10                                0                            0                   -245,000
           Three Months Ago                                        2009/11                                0                            0                   -245,000
           Two Months Ago                                          2009/12                                0                            0                   -225,000
           One Month Ago                                           2010/01                                0                            0                          0
           Current                                                 2010/02                                0                            0                          0


             Institutional


                                          Institutional Holdings      Institutional Shares       Institutional Shares           Shrs Held By    Institutions Holding
                                                            Date                   Bought                        Sold            Institutions                Shares
           Eleven Months Ago                                                             0                          0                       0                      0
           Ten Months Ago                                                                    0                     0                       0                      0
           Nine Months Ago                                                                   0                     0                       0                      0
           Eight Months Ago                                                                  0                     0                       0                      0
           Seven Months Ago                                                                  0                     0                       0                      0
           Six Months Ago                                                                    0                     0                       0                      0
           Five Months Ago                                                                   0                     0                       0                      0
           Four Months Ago                                                                   0                     0                       0                      0
           Three Months Ago                                                                  0                     0                       0                      0
           Two Months Ago                                                                    0                     0                       0                      0
           One Month Ago                                                                     0                     0                       0                      0



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           Current                               2009/10                      1                       0                 1                      1




              Split Factor


                                                                                  Split Factor Date                                   Split Facto
           Nine Splits Ago                                                              0000/00/00                                         0.000
           Eight Splits Ago                                                             0000/00/00                                         0.000
           Seven Splits Ago                                                             0000/00/00                                         0.000
           Six Splits Ago                                                               0000/00/00                                         0.000
           Five Splits Ago                                                              0000/00/00                                         0.000
           Four Splits Ago                                                              0000/00/00                                         0.000
           Three Splits Ago                                                             2004/01/30                                         1.500
           Two Splits Ago                                                               2007/03/23                                       200.000
           One Split Ago                                                                2007/06/29                                         0.500
           Current                                                                      2008/12/02                                     1,499.250


              Short Interest


                                                    Short Interest Date                   Short Interest Shares              Short Interest Ratio
           Eleven Months Ago                                2004/05/11                                    11,600                             8.7
           Ten Months Ago                                   2004/06/09                                    10,200                             3.1
           Nine Months Ago                                  2004/07/12                                    17,000                            25.3
           Eight Months Ago                                 2004/08/10                                    11,000                             9.9
           Seven Months Ago                                 2004/09/10                                     3,400                             6.2
           Six Months Ago                                   2004/10/12                                     3,600                             6.5
           Five Months Ago                                  2004/11/10                                     3,400                             4.5
           Four Months Ago                                  2004/12/10                                     4,400                             1.2
           Three Months Ago                                 2005/01/11                                    11,400                             3.7
           Two Months Ago                                   2005/02/10                                     5,600                             4.8
           One Month Ago                                    2005/03/10                                     4,400                             6.3
           Current                                          2005/04/12                                        0                              0.0




              Financials
                                                                Balance Sheet
           Assets (in Thousands of US dollars)
                                                                  12/2009              12/2008            12/2003      12/2002           12/2001
           Cash and Equivalents                                           2                  5                106           209              603
           Marketable Securities                                          0                  0                     0         0                 0
             Accounts Receivable                                          0                  0              6,861           212              264
             Loans Receivable                                             0                  0                     0         0                 0
             Other Receivable                                             0                  0                     0         0                 0
           Receivables                                                    0                  0              6,861           212              264




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             Raw Materials                                    0            0         0         0         0
             Work in Progress                                 0            0         0         0         0
             Purchased Components                             0            0         0         0         0
             Finished Goods                                   0            0         0         0         0
             Other Inventories                                0            0       812         0         0
             Inventories Adjustments & Allowances             0            0         0         0         0
           Inventories                                        0            0       812         0         0
           Prepaid Expenses                                   0            0       348        58        33
           Current Deferred Income Taxes                      0            0         0         0         0
           Other Current Assets                               0            0       532         0         0
           Total Current Assets                               2            5      8,785      479       900
             Land & Improvements                              0            0         0         0       143
             Building & Improvements                          0            0       149       149         0
             Machinery, Furniture & Equipment                 0            0      3,165     2,686     2,697
             Construction in Progress                         0            0         0         0         0
             Other Fixed Assets                               0            0         0         0         0
           Total Fixed Assets                                 0            0      3,314     2,835     2,840
           Gross Fixed Assets                                 0            0      3,314     2,835     2,840
           Accumulated Depreciation                           0            0      2,908     2,164     1,573
           Net Fixed Assets                                   0            0       406       671      1,268
           Intangibles                                        0            0      5,344        0       141
           Cost in Excess                                     0            0         0         0         0
           Non-Current Deferred Income Taxes                  0            0        28         0         0
           Other Non-Current Assets                        112            92      2,343      109       105
           Total Non-Current Assets                        112            92      8,122      780      1,514
           Total Assets                                    114            98     16,907     1,259     2,414




              Financials
                                                      Balance Sheet

           Liabilities (in Thousands of US dollars)
                                                        12/2009       12/2008   12/2003   12/2002   12/2001
           Accounts Payable                                140            67      1,834      766       910
           Notes Payable                                      7            0         0         0         0
           Short Term Debt                                    0            0      8,489      940       248
           Accrued Expenses                                   0            0       962       904       852
           Accrued Liabilities                                0            0         0         0         0
           Deferred Revenues                                  0            0       463       525       615
           Current Deferred Income Taxes                      0            0         0         0         0
           Other Current Liabilities                          0          397      1,095        0         0
           Total Current Liabilities                       147           464     12,843     3,134     2,625
           Long Term Debt                                     0            0       686       153       859
           Capital Lease Obligations                          0            0         0         0         0
           Deferred Income Tax                                0            0       -574        0         0
           Other Non-Current Liabilities                      0            0         0         0         0
           Minority Interest                                  0            0         0         0         0
           Preferred Securities of Subsidiary Trust           0            0         0         0         0
           Preferred Equity Outside Stock Equity              0            0         0         0         0
           Total Non-Current Liabilities                      0            0       686       153       859
           Total Liabilities                               147           464     13,529     3,288     3,484


              Financials



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                                                              Balance Sheet

           Stockholder's Equity
                                                                12/2009         12/2008   12/2003   12/2002   12/2001
           Preferred Stock Equity                                     0              0         1         5         5
           Common Stock Equity                                      -33            -366     3,377    -2,034    -1,076
           Common Par                                              197               2       290        99        96
           Additional Paid in Capital                              141             -418    46,904    36,204    36,074
           Cumulative Translation Adjustment                          0              0         0         0         0
           Retained Earnings                                       -371             51    -42,715   -37,466   -36,381
           Treasury Stock                                             0              0       -871      -871      -865
           Other Equity Adjustments                                   0              0       -230        0         0
           Total Capitalization                                     -33            -366     4,064    -1,876      -211
           Total Equity                                             -33            -366     3,378    -2,029    -1,070
           Total Liabililites & Stock Equity                       114              98     16,907     1,259     2,414




             Financials
                                                            Income Statements

           Income (in Thousands of US dollars)
                                                                12/2009         12/2008   12/2003   12/2002   12/2001
           Operating Revenue                                          2             97     58,288     5,047     6,503
             Total Revenues                                           2             97     58,288     5,047     6,503
             Adjustments to Revenue                                   0              0         0         0         0
           Cost of Sales                                              0              0     54,128     2,477     3,483
             Cost of Sales with Depreciation                          0              0     54,168     2,493     3,483
             Gross Margin                                             2             97         0         0         0
           Gross Operating Profit                                     2             97      4,160     2,570     3,020
           Research & Development                                     0              0         0         0         0
           Selling/General/Admin Expense                           423             103      8,915     2,505     4,068
           Advertising                                                0              0         0         0         0
           Operating Income                                        -422              -6    -5,351      -697    -6,819
           EBITDA - Operating Profit before Depreciation           -422              -6    -4,755       65     -1,047
           Depreciation                                               0              0       845       762      2,944
             Depreciation Unreconciled                                0              0       557       745      2,944
             Amortization                                             0              0       249         0         0
             Amortization of Intangibles                              0              0         0         0         0
           Operating Income After Depreciation                     -422              -6    -5,601      -697    -3,991
           Interest Income                                            0              0        21         8        54
           Earnings from Equity Interest                              0              0         0         0         0
           Other Income, Net                                          0              0       686         0         0
             Income, Acquired in Process R&D                          0              0         0         0         0
             Income, Restructuring and M&A
             Other Special Charges                                    0              0         0         -3    -2,960
             Special Income/Charges                                   0              0         0         -3    -2,960
           EBIT - Total Income Avail for Interest Expense          -422              -6    -4,894      -692    -6,898
           Interest Expense                                           0              0       660        95       132
           EBT - Pre-Tax Income                                    -422              -6    -5,554      -788    -7,029
           Income Taxes                                               0              0       -561        0         0
           Minority Interest                                          0              0         0         0         0
           Preferred Securities of Subsidiary Trust                   0              0         0         0         0
           Income Before Income Taxes                              -422              -6        0         0         0




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           Net Income from Continuing Operations                                -422              -6    -4,966      -788    -7,029
           Net Income from Discontinued Operations                                 0              0         0         0         0
           Net Income from Total Operations                                     -422              -6    -4,966      -788    -7,029
           Extraordinary Income/Losses                                             0              0         0         0         0
           Income from Cum. Effect of Acct Change                                  0              0         0         0         0
           Income from Tax Loss Carryforward                                       0              0         0         0         0
           Other Gains/Losses                                                      0              0         0         0         0
           Total Net Income                                                     -422              -6    -4,966      -788    -7,029
           Normalized Income                                                    -422              -6    -4,966      -784    -4,069
           Net Income Available for Common                                      -422              -6    -5,189    -1,085    -7,350
           Preferred Dividends                                                     0              0    223401    297867    320910
           Excise Taxes                                                            0              0         0         0         0




              Financials
                                                                         Income Statements

           Results (in U.S. Dollars (Preferred Dividends in Thousands)
                                                                             12/2009         12/2008   12/2003   12/2002   12/2001
           Basic EPS from Continuing Operations                                 0.00            0.00    -66.00    -18.00   -150.00
           Basic EPS from Discontinued Operations                               0.00            0.00      0.00      0.00      0.00
           Basic EPS from Total Operations                                      0.00            0.00    -66.00    -18.00   -150.00
           Basic EPS from Extraordinary Income                                     0              0         0         0         0
           Basic EPS from Cum. Effect of Accounting Change                         0              0         0         0         0
           Basic EPS from Tax Loss Carryforward                                    0              0         0         0         0
           Basic EPS from Other Gains/Losses                                      -0              0         0         0         0
           Basic EPS Total                                                        -0              0         -0        -0        -0
           Basic Normalized Net Income/Share                                       -               -        -0        -0        -0
           Diluted EPS from Continuing Operations                               0.00            0.00    -66.00    -18.00   -150.00
           Diluted EPS from Discontinued Operations                             0.00            0.00      0.00      0.00      0.00
           Diluted EPS from Total Operations                                    0.00            0.00    -66.00    -18.00   -150.00
           Diluted EPS from Extraordinary Income                                   0              0         0         0         0
           Diluted EPS from Cum. Effect of Accounting Change                       0              0         0         0         0
           Diluted EPS from Tax Loss Carryforward                                  0              0         0         0         0
           Diluted EPS from Other Gains/Losses                                    -0              0         0         0         0
           Diluted EPS Total                                                      -0              0         -0        -0        -0
           Diluted Normalized Net Income/Share                                     -               -        -0        -0        -0
           Dividends Paid Per Share                                             0.00            0.00      0.00      0.00      0.00




              Financials
                                                                            Cash Flow

           Cash From Operating Activities (in Thousands of US dollars)
                                                                             12/2009         12/2008   12/2003   12/2002   12/2001
           Net Income (Loss)                                                    -422              -6    -4,966      -788    -7,029




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        Depreciation                                                        0          0       557       745      2,944
        Amortization                                                        0          0       289        17         0
        Amortization of Intangibles                                         0          0         0         0         0
        Deferred Income Taxes                                               0          0       -574        0         0
        Operating (Gains) Losses                                          377          0      1,529       62      3,167
        Extraordinary (Gains) Losses                                        0          0         0         0         0
        (Increase) Decrease in Receivables                                  0          0      1,113       52       313
        (Increase) Decrease in Inventories                                  0          0       908         0         0
        (Increase) Decrease in Prepaid Expenses                             0          0       197        -25       94
        (Increase) Decrease in Other Current Assets                         0          0       201         -4     1,819
        (Increase) Decrease in Payables                                   -29         67       965       -390      -564
        (Increase) Decrease in Other Current Liabilities                    0        397        -32       -91      -475
        (Increase) Decrease in Other Working Capital                      -21         -92        0         0         0
        Other Non-Cash Items                                                0          0         0         0         0
        Net Cash from Continuing Operations                               -95        365       188       -422      268
        Net Cash from Discontinued Operations                               0          0         0         0         0
        Net Cash from Operating Activities                                -95        365       188       -422      268


            Financials
                                                                      Cash Flow

        Cash from Investing Activities (in Thousands of US dollars)
                                                                      12/2009     12/2008   12/2003   12/2002   12/2001
        Sale of Property, Plant, Equipment                                  0          0         0         5        52
        Sale of Long Term Investments                                       0          0         0         0         0
        Sale of Short Term Investments                                      0          0         0         0         0
        Purchase of Property, Plant, Equipment                              0          0        -12       -15       -51
        Acquisitions                                                        0          0       -255        0         0
        Purchase of Long Term Investments                                   0          0         0         0         0
        Purchase of Short Term Investments                                  0          0         0         0         0
        Other Investment Changes, Net                                       0          0         0         0         0
        Cash from Discontinued Investing Activities                         0          0         0         0         0
        Net Cash from Investing Activities                                  0          0       -267       -10        1




            Financials
                                                                      Cash Flow

        Cash from Financing Activities (in Thousands of US dollars)
                                                                      12/2009     12/2008   12/2003   12/2002   12/2001
        Issuance of Debt                                                    0          0       566       200         0
        Issuance of Capital Stock                                           0          0       717         0         0
        Repayment of Debt                                                   0          0     -1,222      -155      -443
        Repurchase of Capital Stock                                         0          0         0         -7        -4
        Payment of Cash Dividends                                           0          0         0         0         0
        Other Financing Charges, Net                                       97        -365        0         0         0
        Cash from Discontinued Financing Activities                         0          0         0         0         0
        Net Cash from Financing Activities                                 97        -365       61        38       -447


            Financials
                                                                      Cash Flow




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        Net Cash Flow (in Thousands of US dollars)
                                                                                      12/2009            12/2008            12/2003       12/2002   12/2001
        Effect of Exchange Rate Changes                                                     0                  0                    -85        0         0
        Net Change in Cash & Equivalents                                                    2                  0               -102          -394      -179
        Cash at Beginning of Period                                                         0                  0                209          603       781
        Cash at End of Period                                                               0                  0                106          209       603


             Filings - Form 8-K CANNABIS MEDICAL SOLUTIO For: May 10 (10K)

            8-K

                                                     U.S. 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): May 10, 2010

                                                 Cannabis Medical Solutions, Inc.
                                                (Name of small business issuer as specified in its charter)

                                                                           Delaware
                                                        (State or other jurisdiction of incorporation)

                                         000-1321002                                                              20-8484256
                                    (Commission File Number)                                                   (I.R.S. Employer
                                                                                                              Identification No.)

                                                            18565 Soledad Canyon Road #153
                                                               Canyon Country, Ca. 91351

                                                                      (310) 309-9080
                                                                (Issuer’s telephone number)


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

                  .   Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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


        As used in this report, the terms "we", “us", “our", “our company" refer to Cannabis Medical Solutions, Inc., a Delaware
        corporation.




11 of 152
                                            CHANGES IN REGISTRANT AND MATERIAL EVENTS



            Section 1.01     Entry into a Material Definitive Agreement

        On March 8, 2010, Cannabis Medical Solutions, Inc., with Board Approval, entered into a Subsidiary Acquisition Agreement
        with 800 COMMERCE INC. 800 COMMERCE INC. will be a 100% wholly owned subsidiary of Cannabis Medical Solutions,
        Inc.

        The Resolutions and the agreement of the March 8, 2010 Acquisition Agreement have been ratified as of May 10, 2010.

        The Board of Directors decision to acquire 800 COMMERCE INC. as a wholly owned division and the assets thereof, was
        based on the recent name change of Commerce Online Inc. to Cannabis Medical Solutions, Inc. The Commerce Online and 800
        COMMERCE brand represent majority banking and reseller agreements with existing processing clients, allowing additional
        revenue streams from merchant processing other than medical marijuana dispensaries to remain under the new parent company.

            Section 8.01     Other Events

        As of May 6, 2010, the Company has changed its authorized amount of common shares from 250,000,000 to 500,000,000 shares
        of common stock authorized.




        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.

        Date: May 10, 2010                                                           By: /s/ Kyle Gotshalk

                                                                                     Kyle Gotshalk
                                                                                     Chairman, Chief Executive Officer




             Filings - Form 8-K CANNABIS MEDICAL SOLUTIO For: Mar 05 (10K)

            8-K

                                        U.S. 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): March 5, 2010

                                            Cannabis Medical Solutions, Inc.
                                       (Name of small business issuer as specified in its charter)

                                                                  Delaware
                                               (State or other jurisdiction of incorporation)


                                   000-1321002                                                          20-8484256
                             (Commission File Number)                                                (I.R.S. Employer
                                                                                                    Identification No.)




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                                                18565 Soledad Canyon Road #153
                                                   Canyon Country, Ca. 91351

                                                         (310) 309-9080
                                                   (Issuer’s telephone number)

        Check the appropriate box below if the Form 8-K 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))



        As used in this report, the terms "we", “us", “our", “our company" refer to Cannabis Medical Solutions, Inc., a
        Delaware corporation.




13 of 152
                                   CHANGES IN REGISTRANT AND MATERIAL EVENTS

        Section 8.01 OTHER EVENTS: Name Change, Reverse Split & Symbol Change

        Effective March 4, 2010, the name of the Company was changed to “Cannabis Medical Solutions, Inc.”

        Additionally, also effective March 4, 2010, the Company’s trading symbol was changed to “CMSI” in conjunction
        with the name change of the Company.


                                                               2




14 of 152
                                                            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.




                                                                                  Cannabis Medical Solutions, Inc.

                                                                                  By: /s/ Kyle Gotshalk
                                                                                  Kyle Gotshalk, CEO


                                                                                  Date: March 5, 2010


                                                                   3

            Filings - Form 10QSB/A BIOLIFE SOLUTIONS INC For: Jun 30 (10K)



                                    UNITED STATES
                              SECURITIES AND EXCHANGE COMMISSION
                                  WASHINGTON, DC 20549

                                      FORM 10-QSB/A

                            Quarterly Report Under Section 13 or 15(d)
                             of the Securities Exchange Act of 1934


        For the quarterly period ended JUNE 30, 2005                      Commission file number 0-18170
                              -------------                                 -------


                            BIOLIFE SOLUTIONS, INC.
                            -----------------------
               (Exact name of small business issuer as specified in its charter)


                   Delaware                                94-3076866
                   --------                              ----------
              (State of Incorporation)                   (IRS Employer I.D. Number)


                                    171 Front Street
                                     Owego, NY 13827
                                     ---------------
                            (Address of principal executive offices)


                Issuer's telephone number, including area code: (607) 687-4487
                                                --------------


        Check whether the issuer (1) filed all reports required to be filed by Section
        13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
        period that the registrant was required to file such reports), and (2) has been
        subject to such filing requirements for the past 90 days.

                Yes     X          No
                      ---




15 of 152
        12,413,209 SHARES OF BIOLIFE SOLUTIONS, INC. COMMON STOCK, PAR VALUE $.001 PER
        SHARE, WERE OUTSTANDING AS OF AUGUST 14, 2005.

        Transitional Small Business Disclosure Format (check one). Yes ___ No _X_

        Indicate by check mark whether the registrant is a shell company (as defined in
        Rule 12b-2 of the Securities Exchange Act of 1934). Yes ___ No _X_

        Subsequent to the end of the period covered by this report, the Company
        uncovered a deficiency in its internal control over financial reporting
        regarding the counting of physical inventory which if left uncorrected could
        result in a material control weakness. Specifically, the Company discovered that
        there were finished good lots that were not counted during the physical
        inventory count at the end of the period covered by this report. This had the
        affect of understating inventory and overstating the loss for the period covered
        by this report. As a result thereof, the Company adopted new internal control
        procedures with respect to physical inventory counts for raw materials, goods in
        progress and finished goods and has remitted this report to correct the error.




        BIOLIFE SOLUTIONS, INC.

                               FORM 10-QSB
                           QUARTER ENDED JUNE 30, 2005

                                     INDEX

                                                              Page
                                                               No.

        Part I. Financial Information
               Item 1. Financial Statements:
                   Unaudited Balance Sheet at June 30, 2005................... 2
                   Unaudited Statements of Operations for the three and
                    six month periods ended June 30, 2005 and
                    June 30, 2004............................................ 3
                   Unaudited Statements of Cash Flows for the three and
                    six month periods ended June 30, 2005 and
                    June 30, 2004............................................ 4
                   Notes to Financial Statements.............................. 5-7
               Item 2. Management's Discussion and Analysis.................... 8-11
               Item 3. Controls and Procedures................................. 12

        Part II. Other Information

              Item 6. Exhibits and Reports on Form 8-K........................ 13-14
              Signatures...................................................... 14
              Certifications.................................................. 15




                                     1


                                 PART I
                             FINANCIAL INFORMATION

        ITEM 1. UNAUDITED FINANCIAL STATEMENTS




16 of 152
                           BIOLIFE SOLUTIONS, INC.
                              BALANCE SHEET
                              (UNAUDITED)

                                                      JUNE 30,
                                                        2005
                                                      RESTATED
                                                    ---------------
        ASSETS
        CURRENT ASSETS

        Cash and cash equivalents                             $     189,391
        Receivables                                            40,763
        Inventories                                           156,146
        Prepaid expenses and other current assets                       24,992
                                                    ---------------
        TOTAL CURRENT ASSETS                                         411,292
                                                    ---------------
        PROPERTY AND EQUIPMENT

        Leasehold improvements                                        45,783
        Furniture and computer equipment                                 39,760
        Manufacturing and other equipment                               213,196
                                                 ---------------
        TOTAL                                             298,739
        Less: Accumulated depreciation and amortization               (189,183)
                                                 ---------------
        NET PROPERTY AND EQUIPMENT                                   109,556
                                                 ---------------
        TOTAL ASSETS                                     $     520,848
                                                 ===============
        LIABILITIES AND STOCKHOLDERS' EQUITY
        CURRENT LIABILITIES

        Accounts payable                                    $    138,517

        Accrued expenses                                          60,913
                                                    ---------------
        TOTAL CURRENT LIABILITIES                                     199,430
                                                    ---------------
        COMMITMENTS AND CONTINGENCIES
        STOCKHOLDERS' EQUITY

        Series F convertible preferred stock, $.001 par value; 12,000
           shares authorized, 12,000 shares issued and outstanding             12
        Series G convertible preferred stock, $.001 par value; 80
           shares authorized, 55 shares issued and outstanding                1
        Common stock, $0.001 par value, 25,000,000 shares
           authorized, 12,413,209 shares issued and outstanding             12,413
        Additional paid-in capital                              40,663,172
        Accumulated deficit                                   (40,354,180)
                                                     ---------------
        TOTAL STOCKHOLDERS' EQUITY                                      321,418
                                                     ---------------
        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $   520,848
                                                     ===============


                        See notes to financial statements




                                  2




17 of 152
                             BIOLIFE SOLUTIONS, INC.
                            STATEMENTS OF OPERATIONS
                                (UNAUDITED)

                                                 THREE MONTHS ENDED                            SIX MONTHS ENDED
                                                      JUNE 30,                            JUNE 30,
                                             2005 RESTATED            2004             2005 RESTATED                2004
                                           ------------------------------------   ----------------------------------------
        REVENUE
        Grant revenue                            $           -    $    $11,650       $            -     $     $38,936
        Facilities fee - related party                     20,863          22,179              41,725              36,965
        Management fee - related party                         11,475          12,198               22,950              20,331
        Seminar Fees                                        -         1,075                  -             1,075
        Consulting revenue                                    -         13,000                  -            72,000
        Product sales                                  101,754          86,145              189,117             141,091
                                           ----------------- ---------------    -----------------     ---------------
        TOTAL REVENUE                                      134,092          146,247              253,792              310,398
                                           ----------------- ---------------    -----------------     ---------------

        OPERATING EXPENSES

        Research and development                                1,553         57,005              12,884             63,539
        Sales and marketing                                  9,742        87,823              33,798             159,222
        Product sales                                  36,212          38,266              84,325              81,216
        General and administrative                           217,393         200,732              419,152              513,170
                                           ----------------- ---------------   -----------------     ---------------
        TOTAL EXPENSES                                      264,900         383,826             550,159              817,147
                                           ----------------- ---------------   -----------------     ---------------
        OPERATING LOSS                                     (130,808)        (237,579)            (296,367)            (506,749)
                                           ----------------- ---------------   -----------------     ---------------
        OTHER INCOME (EXPENSE)

        Interest income                                 2,042          4,085              4,824             15,408
                                         ----------------- ---------------   -----------------     ---------------
        TOTAL OTHER INCOME (EXPENSE)                              2,042          4,085              4,824              15,408
                                         ----------------- ---------------   -----------------     ---------------
        LOSS BEFORE BENEFIT FOR TAXES                           (128,766)        (233,494)            (291,543)           (491,341
        (BENEFIT) PROVISION FOR INCOME TAXES                            -             -                -               -
                                         ----------------- ---------------   -----------------     ---------------
        NET LOSS                              $      (128,766) $       (233,494)     $      (291,543)       $     (491,341)
                                         ================= ===============                           =================
        BASIC AND DILUTED NET LOSS PER
        COMMON SHARE:
        TOTAL BASIC AND DILUTED NET LOSS PER
        COMMON SHARE                               $        (0.01) $       (0.02)     $        (0.02)      $       (0.04)
                                         ================= ===============                           =================
        Basic and diluted weighted average common
           shares used to compute net loss per
           per share                             12,413,209         12,413,209           12,413,209            12,413,209
                                         ================= ===============                           =================


                          See notes to financial statements



                                    3


                             BIOLIFE SOLUTIONS, INC.

                            STATEMENTS OF CASH FLOWS




18 of 152
                                (UNAUDITED)

                                                     SIX MONTHS ENDED
                                                        JUNE 30,
                                               2005 RESTATED              2004
                                             ---------------- -----------------
        CASH FLOWS FROM OPERATING ACTIVITIES
        Net loss                                   $ (291,543)        $ (491,341)
        ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
           PROVIDED(USED) BY OPERATING ACTIVITIES
        Depreciation                                    32,069             27,574
        Amortization of loan financing costs                       -           106,408
        CHANGE IN OPERATING NET ASSETS AND LIABILITIES
        (INCREASE) DECREASE IN
        Accounts receivable                                34,574          1,801,454
        Inventories                                    (61,826)           (35,578)
        Prepaid and other current assets                      (22,067)            (27,800)
        INCREASE (DECREASE) IN
        Accounts payable                                   53,481           (447,425)
        Accrued expenses                                   (1,320)           (73,074)
        Accrued salaries                                (73,039)           (156,461)
                                             ---------------- -----------------
        NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES                     (329,671)         703,757
                                             ---------------- -----------------
        CASH FLOWS FROM INVESTING ACTIVITIES
        Purchase of property and equipment                      (12,622)            (61,793)
                                             ---------------- -----------------
        NET CASH USED BY INVESTING ACTIVITIES                          (12,622)          (61,793)
                                             ---------------- -----------------
        CASH FLOWS FROM FINANCING ACTIVITIES
        Principal payments on notes payable                          -          (705,525)
                                             ---------------- -----------------
        NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES                          -        (705,525)
                                             ---------------- -----------------
        NET DECREASE IN CASH                                  (342,293)
                                                                  (63,561)
        CASH - BEGINNING OF PERIOD                               531,684             787,905
                                             ---------------- -----------------
        CASH - END OF PERIOD                                $ 189,391          $ 724,344
                                             ================ =================

                        See notes to financial statements



                                   4



                            BIOLIFE SOLUTIONS, INC.

                          NOTES TO FINANCIAL STATEMENTS

        A. GENERAL

        BioLife Solutions, Inc. ("BioLife" or the "Company") was incorporated in 1998 in
        Delaware as a wholly owned subsidiary of Cryomedical Sciences, Inc.
        ("Cryomedical"), a company that was engaged in manufacturing and marketing
        cryosurgical products. BioLife (a) provides cryopreservation process evaluation
        services, and (b), based upon its patented HypoThermosol(R) platform technology,
        develops, manufactures and markets proprietary cryopreservation solutions that
        markedly improve the biological processing and preservation of cells and
        tissues.




19 of 152
        On June 25, 2002 the Company sold its cryosurgery product line and related
        intellectual property assets to Irvine, CA-based Endocare, Inc., a public
        company, in exchange for $2.2 million in cash and 120,022 shares of Endocare
        restricted common stock. In conjunction therewith, Cryomedical's Board of
        Directors approved merging BioLife into Cryomedical and changing its name to
        BioLife Solutions, Inc. In September 2002, the merger and name change were
        completed and the Company began to trade under the new ticker symbol, "BLFS" on
        the OTCBB.

        The Balance Sheet as of June 30, 2005, and the Statements of Operations for the
        three month and six month periods ended June 30, 2005 and 2004 and Statements of
        Cash Flows for the six month periods ended June 30, 2005 and 2004, have been
        prepared without audit. In the opinion of management, all adjustments necessary
        to present fairly the financial position, results of operations, and cash flows
        at June 30, 2005, and for all periods then ended, have been recorded. All
        adjustments recorded were of a normal recurring nature.

        Certain information and footnote disclosures normally included in financial
        statements prepared in accordance with generally accepted accounting principles
        have been condensed or omitted. It is suggested that these financial statements
        be read in conjunction with the financial statements and notes thereto, included
        in the Company's Annual Report on Form 10-KSB for the year ended December 31,
        2004.

        The results of operations for the three month and six month periods ended June
        30, 2005 are not necessarily indicative of the operating results anticipated for
        the full year.


        B. FINANCIAL CONDITION

        At June 30, 2005, the Company had stockholders' equity of approximately $321,000
        and a working capital surplus of approximately $212,000. To date, the Company
        has been unable to generate sufficient income from operations to meet its
        operating needs.

        The Company believes it has sufficient funds to continue operations in the near
        term. Future capital requirements will depend on many factors, including the
        ability to market and sell the Company's product line, research and development
        programs, the scope and results of clinical trials, the time and costs involved
        in obtaining regulatory approvals, the costs involved in obtaining and enforcing
        patents or any litigation by third parties regarding intellectual property, the
        status of competitive products, the maintenance of our manufacturing facility,
        the maintenance of sales and marketing capabilities, and the establishment of
        collaborative relationships with other parties.




                                  5

        These financial statements assume that the Company will be able to continue as a
        going concern. If the Company is unable to continue as a going concern, the
        Company may be unable to realize its assets and discharge its liabilities in the
        normal course of business. The financial statements do not include any
        adjustments relating to the recoverability and classification of recorded asset
        amounts nor to amounts and classification of liabilities that may be necessary
        should the Company be unable to continue as a going concern.

        C. INVENTORIES

        Inventories consist of $118,470 of finished product and $37,676 of manufacturing
        materials at June 30, 2005.

        D. EARNINGS (LOSS) PER SHARE



20 of 152
        Basic earnings (loss) per share is calculated by dividing the net income (loss)
        attributable to common stockholders by the weighted average number of common
        shares outstanding during the period. Diluted earnings per share is calculated
        by dividing net income by the weighted average number of shares outstanding,
        including potentially dilutive securities such as preferred stock, stock options
        and warrants. Potential common shares were not included in the diluted earnings
        per share amounts for the three month and six month periods ended June 30, 2005
        and 2004 as their effect would have been anti-dilutive.

        E. STOCK OPTIONS

        In accounting for stock options to employees, the Company follows the intrinsic
        value method prescribed by Accounting Principles Board Opinion No. 25,
        ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, as opposed to the fair value method
        prescribed by Statement of Financial Accounting Standards No. 123, ACCOUNTING
        FOR STOCK-BASED COMPENSATION. The following table illustrates the effect on net
        income and earnings per share if the Company had applied the fair value
        recognition provisions of FASB Statement No. 123:

                                                    THREE MONTHS ENDED                    SIX MONTHS ENDED
                                                        JUNE 30,                     JUNE 30,
                                                 2005 RESTATED           2004        2005 RESTATED           2004
        Net Income (Loss) as reported                        $ (128,766) $ (233,494)           $ (291,543)       $ (491,341)
        Compensation expense based on fair value,
           net of related tax effects                      (17,805)         (17,805)       (35,610)         (35,610)
                                                -------------- --------------- -------------- ---------------

             Pro forma net loss                        $ (146,571) $ (251,299) $ (327,153) $ (526,951)
                                                  ============== =============== ============== ====

        Basic and diluted net loss per share as reported     $ (0.01) $  (0.02) $ (0.02) $ (0.04)
                                                   ============== =============== ============== ====

             Pro forma                               $ (0.01) $  (0.02) $ (0.03) $ (0.04)
                                                  ============== =============== ============== ====

        This disclosure is in accordance with Statement of Financial Accounting
        Standards No. 148, ACCOUNTING FOR STOCK-BASED COMPENSATION - TRANSITION AND
        DISCLOSURE.



                                   6




        F.      RECLASSIFICATIONS

        Certain June 2004 amounts have been reclassified to conform to the June 2005
        presentation. The reclassifications had no material effect on operations.




                                   7




        ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS




21 of 152
        The following discussion should be read in conjunction with the Company's
        financial statements and notes thereto set forth elsewhere herein.

        BioLife has pioneered the next generation of preservation solutions designed to
        maintain the viability and health of cellular matter and tissues during
        freezing, transportation and storage. Based on the Company's proprietary,
        bio-packaging technology and a patented understanding of the mechanism of
        cellular damage and death, these products enable the biotechnology and medical
        community to address a growing problem that exists today. The expanding practice
        of cell and gene therapy has created a need for products that ensure the
        biological viability of mammalian cell and tissue material during transportation
        and storage. The Company believes that the HypoThermosol(R), GelStor(TM) and
        CryoStor(TM) products it is selling today are a significant step forward in
        meeting these needs.

        The Company's line of preservation solutions is composed of complex synthetic,
        aqueous solutions containing, in part, minerals and other elements found in
        human blood, which are necessary to maintain fluids and chemical balances
        throughout the body at near freezing temperatures. The solutions preserve cells
        and tissue in low temperature environments for extended periods after removal of
        the cells through minimally invasive biopsy or surgical extraction, as well as
        in shipping the propagated material for the application of cell or gene therapy
        or tissue engineering. BioLife has entered into research agreements with several
        emerging biotechnology companies engaged in the research and commercialization
        of cell and gene therapy technology and has received several government research
        grants in partnership with academic institutions to conduct basic research,
        which research could lead to further commercialization of technology to preserve
        human cells, tissues and organs.

        The Company currently markets its HypoThermosol(R), CryoStor(TM) and GelStor(TM)
        line of solutions to companies and labs engaged in pre-clinical research, and to
        academic institutions.

        On May 12, 2005, the Company signed an Exclusive Private Labeling and
        Distribution Agreement with VWR International, Inc., a global leader in the
        distribution of scientific supplies, pursuant to which the Company will
        manufacture its HypoThermosol(R) and CryoStor(TM) product lines under the VWR
        label for sale to non-clinical customers via the 1,400 person VWR worldwide
        sales force. The Company maintains the right to sell its products to
        non-clinical customers under its own label.

        RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2005
        AND 2004

        REVENUE

        Revenue for the quarter ended June 30, 2005 decreased $12,155, or 8%, to
        $134,092, compared to $146,247 for the quarter ended June 30, 2004. The shift in
        focus toward product sales resulted in an 18% increase in product sales in the
        second quarter of 2005 as compared to the second quarter of 2004. While product
        sales rose, consulting revenue declined as a result of the scheduled completion
        of contracts with consulting clients. In addition, the shift in focus toward
        product sales resulted in a decline in grant revenue of $11,650 to $0, from the
        second quarter of 2004, as research and development related activities were
        shifted to Cell Preservation Services, Inc. For the quarter ended June 30, 2005,
        the Company received management and facilities fees totaling $32,338, as
        compared to $34,377 for the quarter ended June 30, 2004, as a result of the
        research agreement between the Company and Cell Preservation Services, Inc.
        (CPSI), pursuant to which the Company receives facilities and management fees
        from CPSI in exchange for the use of BioLife facilities and management services
        in connection with the research performed on behalf of CPSI. CPSI is a company
        formed by Dr. John M. Baust, a former Biolife employee and the son of Dr. John
        G. Baust, President of BioLife.




22 of 152
                                 8

        Revenue for the six month period ended June 30, 2005 decreased $56,606, or 18%,
        to $253,792, compared to $310,398 for the six month period ended June 30, 2004.
        The shift in focus toward product sales resulted in a 34% increase in product
        sales for the six month period ended June 30, 2005, compared to the six month
        period ended June 30, 2004. While product sales rose, consulting revenue
        declined as a result of the scheduled completion of contracts with consulting
        clients. In addition, the shift in focus toward product sales resulted in a
        decline in grant revenue of $38,936 from the six month period ended June 30,
        2004. For the six month period ended June 30, 2005, the Company received
        management and facilities fees totaling $64,675 as compared to $57,296 for the
        six month period ended June 30, 2004, as a result of the research agreement
        between the Company and CPSI.

        COST OF PRODUCT SALES

        For the quarter ended June 30, 2005, the cost of product sales was $36,212 as
        compared to $38,266 for the quarter ended June 30, 2004. For the six month
        period ended June 30, 2005, the cost of product sales was $84,325 as compared to
        $81,216 for the six month period ending June 30, 2004. This increase was
        primarily due to an increase product sales volume as well as increases in labor
        and raw materials expenditures necessary for fulfillment of the VWR agreement
        including new labeling requirements and new packaging requirements.

        RESEARCH AND DEVELOPMENT

        Expenses relating to research and development for the quarter ended June 30,
        2005 declined $55,452, or 97%, from the previous quarter ended June 30, 2004.
        This decrease in research and development costs was due to the shift of grant
        related research activities to CPSI pursuant to the research agreement. Three
        former employees of BioLife became CPSI employees to perform grant related
        research and development work. In addition, depreciation and facilities expenses
        were recorded as General and Administrative expenses in 2005 as the Company's
        focus shifted away from research and development to product sales.

        Expenses relating to research and development for the six month period ended
        June 30, 2005 declined $50,655 or 80% from the previous six month period ended
        June 30, 2004. This decrease in research and development costs was in large part
        due to the shift of grant related research activities to CPSI pursuant to the
        research agreement. Three former employees of BioLife became CPSI employees to
        perform grant related research and development work. In addition, depreciation
        and facilities expenses were recorded as General and Administrative expenses in
        2005, as the Company's focus shifted away from research and development to
        product sales.

        SALES AND MARKETING

        For the quarter ended June 30, 2005, sales and marketing expenses decreased
        $78,081, or 89%, to $9,742, compared to $87,823 for the quarter ended June 30,
        2004. The decrease in sales and marketing expense was due primarily to the
        resignation of Alan Rich, Vice President of Sales, on January 31, 2005. In
        addition to the reduction in salaries and insurance expenses, trade show
        attendance fees, advertising, and sales related travel expenses were reduced.

        For the six month period ended June 30, 2005, sales and marketing expenses
        decreased $125,424, or 79%, to $33,798, compared to $159,222 for the six month
        period ended June 30, 2004. The decrease in sales and marketing expense was due
        primarily to the resignation of Alan Rich, Vice President of Sales, on January
        31, 2005. In addition to the reduction in salaries and insurance expenses, trade
        show attendance fees, advertising, and sales related travel expenses were
        reduced.




23 of 152
        GENERAL AND ADMINISTRATIVE EXPENSE

        For the quarter ended June 30, 2005, general and administrative expense
        increased $16,661, or 8%, to $217,393, compared to $200,732 for the quarter
        ended June 30, 2004. Facilities expenses for the quarter ended June 30, 2005
        totaled $16,031. There were no facilities expenses recorded as General and
        Administrative expenses for



                                 9

        the quarter ended June 30, 2004 as facilities expenses related to and were
        recorded as Research and Development expenses. Similarly, depreciation totaled
        $6,207 for the quarter ended June 30, 2005, while depreciation related to and
        was recorded as Research and Development expenses for the quarter ended June 30,
        2004.

        For the six month period ended June 30, 2005, general and administrative expense
        decreased $94,018, or 18% to $419,152, compared to $513,170 for the six month
        period ended June 30, 2004. This decrease was due in large part to writing off
        of previously capitalized loan financing costs of $106,408 associated with note
        obligations that were paid during the first quarter of 2004. Legal fees totaled
        $37,332 for the six month period ending June 30, 2005, as compared to $92,776
        for the six month period ending June 30, 2004. These additional legal fees
        incurred in 2004 were related to the Endocare lawsuit. In addition, the Company
        was able to negotiate and write off $57,844 in liabilities during the first
        quarter of 2004.

        OPERATING EXPENSES AND NET INCOME

        For the quarter ended June 30, 2005, operating expenses decreased $118,926, or
        31%, to $264,900, compared to $383,826 for the quarter ended June 30, 2004. The
        Company reported a net loss of $(128,766) for the quarter ended June 30, 2005,
        compared to a net loss of ($233,494) for the quarter ended June 30, 2004.

        For the six month period ended June 30, 2005, operating expenses decreased
        $266,988, or 33%, to $550,159, compared to $817,147 for the six month period
        ended June 30, 2004. The Company reported a net loss of $(291,543) for the six
        month period ended June 30, 2005, compared to a net loss of ($491,341) for the
        six month period ended June 30, 2004.

        CASH AND CASH EQUIVALENTS

        At June 30, 2005, the Company had cash and cash equivalents of $189,391,
        compared to cash and cash equivalents of $724,344 at June 30, 2004. At June 30,
        2005, the Company had a working capital surplus of $211,862, compared to a
        working capital surplus of $707,564 at June 30, 2004. The decrease in the
        Company's cash and working capital position compared to June 30, 2004 was due to
        the inability of the Company to generate sufficient income from operations to
        meet its operating needs. In addition, the Company made capital improvements and
        expenditures to support product sales growth.

        LIQUIDITY AND CAPITAL RESOURCES

        During the second quarter of 2005, the Company generated $101,754 in product
        sales, the highest product sales quarter since inception. This represents a 12%
        increase over the previous high product sales quarter of $90,513. The second
        quarter exceeded first quarter sales by $14,390, a 16% increase. While the
        increasing product sales appear promising, the Company has been unable to
        support its operations solely from revenue generated from product sales. In
        February 2004, the Company collected $1.88 million from its lawsuit settlement
        with Endocare. This settlement has provided the necessary cash flow to support
        operating activities to date.



24 of 152
        During the six month period ended June 30, 2005, net cash used by operating
        activities was $329,671 as compared to net cash provided by operating activities
        of $703,757 for the six month period ended June 30, 2004. The net cash provided
        from operating activities for the six month period ending June 30, 2004 resulted
        primarily from the collection of the Endocare settlement and was partially
        offset by the reduction in accounts payable, loans payable, accrued expenses,
        and accrued salaries.


                                  10

        Net cash used in investing activities totaled $12,622 for the six month period
        ended June 30, 2005 as the Company purchased new equipment and made leasehold
        improvements to support the manufacturing facility and product sales.

        The Company believes it has sufficient funds to continue operations in the near
        term. Future capital requirements will depend on many factors, including the
        ability to market and sell our product line, research and development programs,
        the scope and results of clinical trials, the time and costs involved in
        obtaining regulatory approvals, the costs involved in obtaining and enforcing
        patents or any litigation by third parties regarding intellectual property, the
        status of competitive products, the maintenance of our manufacturing facility,
        the maintenance of sales and marketing capabilities, and the establishment of
        collaborative relationships with other parties.

        CRITICAL ACCOUNTING POLICIES AND ESTIMATES

        The Company's discussion and analysis of its financial condition and results of
        operations are based upon its financial statements, which have been prepared in
        accordance with accounting principles generally accepted in the United States.
        The preparation of these financial statements requires the Company to make
        estimates and judgments that affect the reported amounts of assets and
        liabilities, revenues and expenses and related disclosures. On an ongoing basis,
        the Company evaluates estimates, including those related to bad debts,
        inventories, fixed assets, income taxes, contingencies and litigation. The
        Company bases its estimates on historical experience and on various other
        assumptions that are believed to be reasonable under the circumstances, the
        results of which form the basis of the Company's judgments on the carrying value
        of assets and liabilities. Actual results may differ from these estimates under
        different assumptions or conditions.

        The Company believes that following accounting policies involves more
        significant judgments and estimates in the preparation of the financial
        statements. The Company maintains an allowance for doubtful accounts for
        estimated losses that may result from the inability of its customers to make
        payments. If the financial condition of the Company's customers were to
        deteriorate, resulting in their inability to make payments, the Company may be
        required to make additional allowances. The Company writes down inventory for
        estimated obsolete or unmarketable inventory to the lower of cost or market
        based on assumptions of future demand. If the actual demand and market
        conditions are less favorable than projected, additional write-downs may be
        required.

        CONTRACT OBLIGATIONS

        The Company leases equipment as a lessee, under operating leases expiring on
        various dates through 2005. The leases require monthly payments of approximately
        $2,340.

        In January 2004, BioLife signed a 3 year lease with Field Afar Properties, LLC,
        whereby BioLife leases 6,161 square feet of office, laboratory, and
        manufacturing space in Owego, NY at a rental rate of $6,200 per month.
        Renovation of the new facility was completed in April 2004. The Company's Chief



25 of 152
        Executive Officer and family members are the members of Field Afar Properties,
        LLC.


                                    11

        ITEM 3. CONTROLS AND PROCEDURES

        The Company maintains disclosure controls and procedures that are designed to
        ensure that information required to be disclosed in the Company's periodic
        Securities Exchange Act of 1934 ("Exchange Act") reports is recorded, processed,
        summarized, and reported within the time periods specified in the SEC's rules
        and forms, and that such information is accumulated and communicated to the
        Company's management, including its Chief Executive Officer/Chief Financial
        Officer, as appropriate, to allow timely decisions regarding required financial
        disclosure.

        At the end of the period covered by this Quarterly Report on Form 10-QSB, the
        Company carried out an evaluation, under the supervision and with the
        participation of the Company's management, including the CEO/CFO, of the
        effectiveness of the design and operation of the Company's disclosure controls
        and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation,
        the CEO/CFO concluded that the Company's disclosure controls and procedures are
        not effective in timely alerting him to material information relating to the
        Company required to be included in the Company's periodic SEC filings and ensure
        that the information required to be disclosed by the Company in the report it
        files or submits under the Exchange Act is recorded, processed, summarized, and
        reported within the time periods specified by the rules and forms.

        Subsequent to the end of the period covered by this report, the Company
        uncovered a deficiency in its internal control over financial reporting
        regarding the counting of physical inventory which if left uncorrected could
        result in a material control weakness. Specifically, the Company discovered that
        there were finished goods lots that were not counted during the physical
        inventory count at the end of the second quarter of 2005. As a result thereof,
        the Company adopted new internal control procedures with respect to physical
        inventory counts for raw materials, goods in progress, and finished goods and
        has amended its form 10-QSB filing for the second quarter of 2005. To prevent
        this from happening in the future, the Company adopted new internal control
        procedures for obtaining physical inventory counts for raw materials, goods in
        progress, and finished goods. Other than as described herein, there were no
        significant changes in the Company's internal control over financial reporting
        during the quarterly period ended June 30, 2005 that has materially affected, or
        is reasonably likely to materially affect, the Company's internal control over
        financial reporting.



                                    12




                            PART II - OTHER INFORMATION

        ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

             (a) Exhibits

                   31.1*      Certification pursuant to Section 302 of the
                            Sarbanes-Oxley Act of 2002

                   32.1*      Certification of Periodic Report pursuant to
                            Section 906 of the Sarbanes-Oxley Act of
                            2002. 18 U.S.C. Section 1350



26 of 152
             (b) Reports on Form 8-K, filed in the quarter ended June 30, 2005.
                Agreement dated May 12, 2005, between May 17, 2005, regarding a
                material agreement between the Company and VWR International, Inc.

                 * Filed herewith



                                    13




                                SIGNATURES

        In accordance with the requirements of the Exchange Act, the registrant caused
        this report to be signed on its behalf by the undersigned, thereunto duly
        authorized.

                                    Biolife Solutions, Inc.
                                    -----------------------
                                       (Registrant)




        Date: November 14, 2005                  By: /s/ John G. Baust
                                         ---------------------------------
                                         John G. Baust, PhD
                                         President and Chief Executive Officer
                                         (Principal Accounting Officer )




                                    14




        Exhibit 31.1

                                CERTIFICATION

            I, John G. Baust, Chief Executive Officer and Chief Financial Officer of
        BioLife Solutions, Inc. (the "Registrant"), certify that:

            1. I have reviewed this quarterly report of Biolife Soltutions, Inc.;

            2. Based on my knowledge, this report does not contain any untrue
        statement of a material fact or omit to state a material fact necessary to make
        the statements made, in light of the circumstances under which such statements
        were made, not misleading with respect to the period covered by this report;

            3. Based on my knowledge, the financial statements, and other financial
        information included in this report, fairly present in all material respects the
        financial condition, results of operations and cash flows of the small business
        issuer as of, and for, the periods presented in this report;



27 of 152
            4. The small business issuers other certifying officer(s) and I are
        responsible for establishing and maintaining disclosure controls and procedures
        (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
        business issuer and have:

             a) Designed such disclosure controls and procedures, or caused such
        disclosure controls and procedures to be designed under our supervision, to
        ensure that material information relating to the small business issuer,
        including its consolidated subsidiaries, is made known to us by others within
        those entities, particularly during the period in which this report is being
        prepared;

            b) Evaluated the effectiveness of the small business issuer's disclosure
        controls and procedures and presented in this report our conclusions about the
        effectiveness of the disclosure controls and procedures, as of the end of the
        period covered by this report based on such evaluation; and

             c) Disclosed in this report any change in the small business issuer's
        internal control over financial reporting that occurred during the small
        business issuer's most recent fiscal quarter (the small business issuer's fourth
        fiscal quarter in the case of an annual report) that has materially affected, or
        is reasonably likely to materially affect, the small business issuers internal
        control over financial reporting; and

             5. The small business issuer's other certifying officer(s) and I have
        disclosed, based on our most recent evaluation of internal control over
        financial reporting, to the small business issuer's auditors and the audit
        committee of small business issuer's board of directors (or persons performing
        the equivalent functions):


             a) All significant deficiencies and material weaknesses in the design or
        operation of internal control over financial reporting which are reasonably
        likely to adversely affect the small business issuer's ability to record,
        process, summarize and report financial information; and

            b) Any fraud, whether or not material, that involves management or other
        employees who have a significant role in the small business issuer's internal
        control over financial reporting.


        Date: November 14, 2005

                                         /s/ John G. Baust
                                         ----------------------------
                                         John G. Baust, PhD
                                         Chief Executive Officer
                                         and Chief Financial Officer




                                    15




        Exhibit 32.1

                         CERTIFICATION OF PERIODIC REPORT

        I, John G. Baust, Chief Executive Officer and Chief Financial Officer of Biolife
        Solutions, Inc. (the "Company"), certify, pursuant to Section 906 of the
        Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:



28 of 152
             1.     the Quarterly Report on Form 10-QSB of the Company for the quarterly
                   period ended June 30, 2005 (the "Report") fully complies with the
                   requirements of Section 13(a) or 15(d) of the Securities Exchange Act
                   of 1934 (15 U.S.C. 78m or 78o(d)); and

             2.    the information contained in the Report fairly presents, in all
                   material respects, the financial condition and results of operations
                   of the Company.

        Dated: November 14, 2005

                                            /s/ John G. Baust
                                            -----------------------------
                                            John G. Baust, PhD
                                            Chief Executive Officer and
                                            Chief Financial Officer




                                       16


            Filings - Form 10QSB BIOLIFE SOLUTIONS INC For: Sep 30 (10K)


                                  UNITED STATES
                            SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 20549

                                     FORM 10-QSB

                         Quarterly Report Under Section 13 or 15(d)
                          of the Securities Exchange Act of 1934

        For the quarterly period ended SEPTEMBER 30, 2005 Commission file number 0-18170



                               BIOLIFE SOLUTIONS, INC.
                               -----------------------
                  (Exact name of small business issuer as specified in its charter)


                 Delaware                                    94-3076866
                 --------                                 ----------
            (State of Incorporation)                       (IRS Employer I.D. Number)


                                   171 Front Street

                                  Owego, NY 13827
                                  ---------------
                          (Address of principal executive offices)


                  Issuer's telephone number, including area code: (607) 687-4487

        Check whether the issuer (1) filed all reports required to be filed by Section
        13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter



29 of 152
        period that the registrant was required to file such reports), and (2) has been
        subject to such filing requirements for the past 90 days.

                  Yes     X                No
                        ----                -----


        12,413,209 SHARES OF BIOLIFE SOLUTIONS, INC. COMMON STOCK, PAR VALUE $.001 PER
        SHARE, WERE OUTSTANDING AS OF NOVEMBER 14, 2005.

        Transitional Small Business Disclosure Format (check one). Yes ___ No _X_

        Indicate by check mark whether the registrant is a shell company (as defined in
        Rule 12b-2 of the Securities Exchange Act of 1934). Yes ___ No _X_


        BIOLIFE SOLUTIONS, INC.

                                    FORM 10-QSB
                               QUARTER ENDED SEPTEMBER 30, 2005

                                           INDEX

                                                                                                                       Page No.

        Part I. Financial Information
                Item 1. Financial Statements:
                    Unaudited Balance Sheet at September 30, 2005.................................................         2
                    Unaudited Statements of Operations for the three and nine month periods ended
                    September 30, 2005 and September 30, 2004.....................................................         3
                    Unaudited Statements of Cash Flows for the nine month periods ended September 30, 2005
                    and September 30, 2004........................................................................   4
                    Notes to Financial Statements.................................................................   5-8
                Item 2. Management's Discussion and Analysis.......................................................      9-12
                Item 3. Controls and Procedures.....................................................................  13

        Part II. Other Information
                Item 6. Exhibits....................................................................................         14
                Signatures..........................................................................................        15
                Certifications......................................................................................       16-17


                                            1

                                       PART I
                                   FINANCIAL INFORMATION

        ITEM 1. UNAUDITED FINANCIAL STATEMENTS

                                  BIOLIFE SOLUTIONS, INC.
                                     BALANCE SHEET
                                     (UNAUDITED)

                                                                          SEPTEMBER 30,
                                                                             2005
                                                                        ------------------
        ASSETS
        CURRENT ASSETS
        Cash and cash equivalents                                                    $     305,788
        Receivables                                                                  54,139
        Inventories                                                                 168,866
        Prepaid expenses and other current assets                                              23,383
                                                                        ------------------
        TOTAL CURRENT ASSETS                                                                552,176



30 of 152
                                                         ------------------
        PROPERTY AND EQUIPMENT
        Leasehold improvements                                                45,783
        Furniture and computer equipment                                         39,760
        Manufacturing and other equipment                                       213,196
                                                         ------------------
        TOTAL                                                       298,739
        Less: Accumulated depreciation and amortization                          (206,165)
                                                         ------------------
        NET PROPERTY AND EQUIPMENT                                               92,574
                                                         ------------------
        TOTAL ASSETS                                               $     644,750
                                                         ==================
        LIABILITIES AND STOCKHOLDERS' EQUITY
        CURRENT LIABILITIES
        Accounts payable                                          $     166,581
        LDC Loan - current maturities                                       25,777
        Accrued expenses                                                 66,154
                                                         ------------------
        TOTAL CURRENT LIABILITIES                                            258,512
                                                         ------------------
        LONG TERM LIABILITIES
        LDC Loan - less current maturities above                              204,723
                                                         ------------------
        TOTAL CURRENT LIABILITIES                                            204,723
                                                         ------------------
        COMMITMENTS AND CONTINGENCIES
        STOCKHOLDERS' EQUITY
        Series F convertible preferred stock, $.001 par value; 12,000
           shares authorized, 12,000 shares issued and outstanding                      12
        Series G convertible preferred stock, $.001 par value; 80
           shares authorized, 55 shares issued and outstanding                         1
        Common stock, $0.001 par value, 100,000,000 shares
           authorized, 12,413,209 shares issued and outstanding                      12,413
        Additional paid-in capital                                    40,680,222
        Accumulated deficit                                         (40,511,133)
                                                         ------------------
        TOTAL STOCKHOLDERS' EQUITY                                              181,515
                                                         ------------------
        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                $    644,750
                                                         ==================

                        See notes to financial statements

                                   2

                            BIOLIFE SOLUTIONS, INC.
                           STATEMENTS OF OPERATIONS
                               (UNAUDITED)

                                                    THREE MONTHS ENDED                        NINE MONTHS ENDED
                                                     SEPTEMBER 30,                         SEPTEMBER 30,
                                                 2005               2004            2005               2004
                                            -----------------------------------   -----------------------------------
        REVENUE
        Product sales                              $   122,676          $ 84,215         $ 311,793          $ 225,305
        Facilities fee - related party                    24,386              35,651          66,112            72,617
        Management fee - related party                          13,412            19,608          36,362            39,939
        Seminar fees                                        -            1,400              -           2,475
        Consulting revenue                                     -           14,000              -          86,000
        Grant revenue                                        -               -            -          38,936
                                            ---------------     --------------- ---------------   ---------------
        TOTAL REVENUE                                     160,474              154,874          414,267           465,272
                                            ---------------     --------------- ---------------   ---------------



31 of 152
        OPERATING EXPENSES
        Product sales                                   50,326            40,523         134,651             121,739
        Sales and marketing                                 31,436            57,661          65,234            216,883
        Research and development                               6,430            36,855           19,315           100,394
        General and administrative                           230,208           173,297           649,362           686,467
                                             ---------------   --------------- ---------------    ---------------
        TOTAL EXPENSES                                      318,400           308,336          868,562           1,125,483
                                             ---------------   --------------- ---------------    ---------------
        OPERATING LOSS                                    (157,926)          (153,462)         (454,295)          (660,211)
                                             ---------------   --------------- ---------------    ---------------
        OTHER INCOME
        Interest income                                     974             3,284          5,798            18,692
                                             ---------------    --------------- ---------------   ---------------
        TOTAL OTHER INCOME                                       974            3,284           5,798             18,692
                                             ---------------    --------------- ---------------   ---------------
        NET LOSS                                    $ (156,952)          $ (150,178)       $ (448,497)         $ (641,519)
                                             ===============                =============== ===============                   ==
        BASIC AND DILUTED NET LOSS PER
        COMMON SHARE:
        TOTAL BASIC AND DILUTED NET LOSS PER
        COMMON SHARE                                $ (0.01)   $ (0.01)   $ (0.04)  $ (0.05)
                                            ===============    =============== ===============                                ==
        Basic and diluted weighted average common
           shares used to compute net loss per
           per share                            12,413,209   12,413,209  12,413,209  12,413,209
                                            ===============    =============== ===============                                ==

                          See notes to financial statements

                                    3

                             BIOLIFE SOLUTIONS, INC.
                            STATEMENTS OF CASH FLOWS
                                (UNAUDITED)

                                                         NINE MONTHS ENDED
                                                           SEPTEMBER 30,
                                                      2005              2004
                                                 ---------------- ----------------
        CASH FLOWS FROM OPERATING ACTIVITIES
        Net loss                                      $ (448,497)        $ (641,519)
        ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
           PROVIDED (USED) BY OPERATING ACTIVITIES
        Depreciation                                         49,051           43,953
        Amortization of loan financing costs                           -          106,408
        Stock-based compensation                                  17,050                -
        CHANGE IN OPERATING ASSETS AND LIABILITIES
        (INCREASE) DECREASE IN
        Receivables                                          21,198         1,791,097
        Inventories                                        (74,547)          (43,477)
        Prepaid expenses and other current assets                    (20,458)          (27,800)
        INCREASE (DECREASE) IN
        Accounts payable                                       81,544         (464,051)
        Accrued expenses                                      (69,117)         (213,407)
                                                 ---------------- ----------------
        NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES                        (443,776)        551,204
                                                 ---------------- ----------------
        CASH FLOWS FROM INVESTING ACTIVITIES
        Purchase of property and equipment                          (12,620)          (61,791)
                                                 ---------------- ----------------
        NET CASH USED BY INVESTING ACTIVITIES                             (12,620)         (61,791)
                                                 ---------------- ----------------
        CASH FLOWS FROM FINANCING ACTIVITIES



32 of 152
        Proceeds from notes payable                        230,500               -
        Principal payments on notes payable                       -        (705,525)
                                           ---------------- ----------------
        NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES                  230,500       (705,525)
                                           ---------------- ----------------
        NET DECREASE IN CASH                               (225,896)         (216,112)
        CASH - BEGINNING OF PERIOD                            531,684           787,904
                                           ---------------- ----------------
        CASH - END OF PERIOD                             $ 305,788         $ 571,792
                                           ================ ================
        SUPPLEMENTAL CASH FLOW INFORMATION:
           Cash paid for interest                   $       -       $   81,597
                                           ================ ================


                       See notes to financial statements

                                 4

                          BIOLIFE SOLUTIONS, INC.
                         NOTES TO FINANCIAL STATEMENTS

        A.     GENERAL

        BioLife Solutions, Inc. ("BioLife" or the "Company") was incorporated in 1998 in
        Delaware as a wholly owned subsidiary of Cryomedical Sciences, Inc.
        ("Cryomedical"), a company that was engaged in manufacturing and marketing
        cryosurgical products. BioLife (a) provides cryopreservation process evaluation
        services, and (b), based upon its patented HypoThermosol(R) platform technology,
        develops, manufactures and markets proprietary cryopreservation solutions that
        markedly improve the biological processing and preservation of cells and
        tissues.

        On June 25, 2002 the Company sold its cryosurgery product line and related
        intellectual property assets to Irvine, CA-based Endocare, Inc., a public
        company, in exchange for $2.2 million in cash and 120,022 shares of Endocare
        restricted common stock. In conjunction therewith, Cryomedical's Board of
        Directors approved merging BioLife into Cryomedical and changing its name to
        BioLife Solutions, Inc. In September 2002, the merger and name change were
        completed and the Company began to trade under the new ticker symbol, "BLFS" on
        the OTCBB.

        The Balance Sheet as of September 30, 2005, and the Statements of Operations for
        the three month and nine month periods ended September 30, 2005 and 2004 and
        Statements of Cash Flows for the nine month periods ended September 30, 2005 and
        2004, have been prepared without audit. In the opinion of management, all
        adjustments necessary to present fairly the financial position, results of
        operations, and cash flows at September 30, 2005, and for all periods then
        ended, have been recorded. All adjustments recorded were of a normal recurring
        nature.

        Certain information and footnote disclosures normally included in financial
        statements prepared in accordance with generally accepted accounting principles
        have been condensed or omitted. It is suggested that these financial statements
        be read in conjunction with the financial statements and notes thereto, included
        in the Company's Annual Report on Form 10-KSB for the year ended December 31,
        2004.

        The results of operations for the three month and nine month periods ended
        September 30, 2005 are not necessarily indicative of the operating results
        anticipated for the full year.


                                 5



33 of 152
                          BIOLIFE SOLUTIONS, INC.
                         NOTES TO FINANCIAL STATEMENTS

        B.      FINANCIAL CONDITION

        At September 30, 2005, the Company had stockholders' equity of approximately
        $182,000 and a working capital surplus of approximately $294,000. To date, the
        Company has been unable to generate sufficient income from operations to meet
        its operating needs.

        The Company believes it has sufficient funds to continue operations in the near
        term. Future capital requirements will depend on many factors, including the
        ability to market and sell the Company's product line, research and development
        programs, the scope and results of clinical trials, the time and costs involved
        in obtaining regulatory approvals, the costs involved in obtaining and enforcing
        patents or any litigation by third parties regarding intellectual property, the
        status of competitive products, the maintenance of our manufacturing facility,
        the maintenance of sales and marketing capabilities, and the establishment of
        collaborative relationships with other parties.

        These financial statements assume that the Company will be able to continue as a
        going concern. If the Company is unable to continue as a going concern, the
        Company may be unable to realize its assets and discharge its liabilities in the
        normal course of business. The financial statements do not include any
        adjustments relating to the recoverability and classification of recorded asset
        amounts nor to amounts and classification of liabilities that may be necessary
        should the Company be unable to continue as a going concern.

        C.      INVENTORIES

        Inventories consisted of $143,281 of finished      product and $25,585 of
        manufacturing materials at September 30, 2005.

        E.      EARNINGS (LOSS) PER SHARE

        Basic earnings (loss) per share is calculated by dividing the net income (loss)
        attributable to common stockholders by the weighted average number of common
        shares outstanding during the period. Diluted earnings per share is calculated
        by dividing income from continuing operations by the weighted average number of
        shares outstanding, including potentially dilutive securities such as preferred
        stock, stock options and warrants. Potential issuable common shares were not
        included in the diluted earnings per share amounts for the three month and nine
        month periods ended September 30, 2005 and 2004 as their effect would have been
        anti-dilutive.

        F.     AUTHORIZED SHARES

        On 9/28/2005, the Stockholders approved an increase in the number of authorized
        shares from 25,000,000 to 100,000,000 and approved an increase in the number of
        shares reserved for issuance under the 1998 stock option plan from 4,000,000 to
        10,000,000.

                                  6

        G.      STOCK OPTIONS

        In accounting for stock options to employees, the Company follows the intrinsic
        value method prescribed by Accounting Principles Board Opinion No. 25,
        ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, as opposed to the fair value method
        prescribed by Statement of Financial Accounting Standards No. 123, ACCOUNTING
        FOR STOCK-BASED COMPENSATION.

        During the quarter ended September 30, 2005, the Company granted options to



34 of 152
        employees and directors to purchase 2,660,000 shares of Common Stock for $.08
        per share which was a price that was less than the fair market value ($.09) at
        the date of grant. Compensation expense of $17,050 is reflected in the Statement
        of Operations for the quarter ended September 30, 2005.

        The fair value of each option granted was estimated on the date of grant using
        the Black-Scholes option pricing model with the following weighted average
        assumptions: risk-free interest rate of 4.40%, no dividend yield, 67%
        volatility, and expected lives of ten years.

        The following table illustrates the effect on net loss and loss per share if the
        Company had applied the fair value recognition provisions of FASB Statement No.
        123:

                                                    THREE MONTHS ENDED                          NINE MONTHS ENDED
                                                      SEPTEMBER 30,                          SEPTEMBER 30,
                                                   2005             2004               2005             2004
        Net Income (Loss) as reported                        $ (156,952)        $ (150,178)           $ (448,497)         $ (641,519)
        Add: Stock-based compensation costs included
           in reported net loss                            17,050               -             17,050               -
        Less: Stock-based compensation costs under
           SFAS No. 123                                  (138,563)          (17,805)             (174,172)           (53,415)
                                              ---------------- -----------------    ----------------- -----------------

             Pro forma net loss                       $ (278,465) $ (167,983) $ (605,619)   $ (694,934)
                                                 ================ =================     ===============

        Basic and diluted net loss per share as reported   $ (0.01)  $ (0.01)   $ (0.04)  $ (0.05)
                                                ================ =================  ===============

             Pro forma                               $ (0.02)  $ (0.01)    $ (0.05) $ (0.06)
                                                 ================ =================  ===============



                                    7

        H.         ADJUSTMENT

        During the quarter ended September 30, 2005, the Company determined that certain
        inventory had not been accounted for at June 30, 2005. This error caused net
        loss and loss per share to be overstated by $58,718 and $.01 for the three and
        six months ended June 30, 2005. The following represents the amounts as reported
        and as adjusted for the periods ended June 30, 2005:

                                   THREE MONTHS ENDED    SIX MONTHS ENDED
                                    JUNE 30, 2005     JUNE 30, 2005

        Net loss as reported             $ (187,483)            $     (350,260)
                                      ===========                   ===========
        Basic and diluted loss per share
         as reported                   $   (.02)     $               (.03)
                                      ===========                   ===========

        Net loss as adjusted             $ (128,766)            $     (291,543)
                                      ===========                   ===========
        Basic and diluted loss per share
         as adjusted                   $   (.01)     $               (.02)
                                      ===========                   ===========


        The company has filed a form 10-QSB/A for the quarter ended June 30, 2005 to
        reflect this adjustment.




35 of 152
        I.     RECLASSIFICATIONS

        Certain amounts in the quarter and nine month period ended September 30, 2004
        have been reclassified to conform to the September 2005 presentation.


                                 8

        ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

        The following discussion should be read in conjunction with the Company's
        financial statements and notes thereto set forth elsewhere herein.

        BioLife has pioneered the next generation of preservation solutions designed to
        maintain the viability and health of cellular matter and tissues during
        freezing, transportation and storage. Based on the Company's proprietary,
        bio-packaging technology and a patented understanding of the mechanism of
        cellular damage and death, these products enable the biotechnology and medical
        community to address a growing problem that exists today. The expanding practice
        of cell and gene therapy has created a need for products that ensure the
        biological viability of mammalian cell and tissue material during transportation
        and storage. The Company believes that the HypoThermosol(R), GelStor(TM) and
        CryoStor(TM) products it is selling today are a significant step forward in
        meeting these needs.

        The Company's line of preservation solutions is composed of complex synthetic,
        aqueous solutions containing, in part, minerals and other elements found in
        human blood, which are necessary to maintain fluids and chemical balances
        throughout the body at near freezing temperatures. The solutions preserve cells
        and tissue in low temperature environments for extended periods after removal of
        the cells through minimally invasive biopsy or surgical extraction, as well as
        in shipping the propagated material for the application of cell or gene therapy
        or tissue engineering. BioLife has entered into research agreements with several
        emerging biotechnology companies engaged in the research and commercialization
        of cell and gene therapy technology and has received several government research
        grants in partnership with academic institutions to conduct basic research,
        which could lead to further commercialization of technology to preserve human
        cells, tissues and organs.

        The Company currently markets its HypoThermosol(R), CryoStor(TM) and GelStor(TM)
        line of solutions to companies and labs engaged in pre-clinical research, and to
        academic institutions.

        On May 12, 2005, the Company signed an Exclusive Private Labeling and
        Distribution Agreement with VWR International, Inc., a global leader in the
        distribution of scientific supplies, pursuant to which the Company will
        manufacture its HypoThermosol(R) and CryoStor(TM) product lines under the VWR
        label for sale to non-clinical customers via the 1,400 person VWR worldwide
        sales force. The Company maintains the right to sell its products to
        non-clinical customers under its own label.

        RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30,
        2005 AND 2004

        REVENUE

        Revenue for the quarter ended September 30, 2005 increased $5,601, or 4%, to
        $160,475, compared to $154,874 for the quarter ended September 30, 2004. The
        shift in focus toward product sales resulted in an 46% increase in product sales
        in the third quarter of 2005 as compared to the third quarter of 2004. While
        product sales rose, consulting revenue declined as a result of the scheduled
        completion of contracts with consulting clients. In addition, grant revenue
        declined as the Company shifted focus toward product sales from research and
        development activities. For the quarter ended September 30, 2005, the Company



36 of 152
        received management and facilities fees totaling $37,798, as compared to $55,259
        for the quarter ended September 30, 2004, as a result of the research agreement
        between the Company and Cell Preservation Services, Inc. (CPSI), pursuant to
        which the Company receives facilities and management fees from CPSI in exchange
        for the use of BioLife facilities and management services in connection with the
        research performed on behalf of CPSI. CPSI is a company formed by Dr. John M.
        Baust, a former Biolife employee and the son of Dr. John G. Baust, President of
        BioLife.

        Revenue for the nine month period ended September 30, 2005 decreased $51,005, or
        11%, to $414,267, compared to $465,272 for the nine month period ended September
        30, 2004. The shift in focus toward product

                                 9

        sales resulted in a 38% increase in product sales for the nine month period
        ended September 30, 2005, compared to the nine month period ended September 30,
        2004. While product sales rose, consulting revenue declined as a result of the
        scheduled completion of contracts with consulting clients. In addition, the
        shift in focus toward product sales resulted in a decline in grant revenue of
        $38,936 from the nine month period ended September 30, 2004. For the nine month
        period ended September 30, 2005, the Company received management and facilities
        fees totaling $102,474 as compared to $112,555 for the nine month period ended
        September 30, 2004, as a result of the research agreement between the Company
        and CPSI.

        COST OF PRODUCT SALES

        For the quarter ended September 30, 2005, the cost of product sales was $50,326
        as compared to $40,523 for the quarter ended September 30, 2004. For the nine
        month period ended September 30, 2005, the cost of product sales was $134,651 as
        compared to $121,739 for the nine month period ending September 30, 2004. This
        increase was primarily due to an increase in product sales volume as well as
        increases in labor and raw materials expenditures necessary for fulfillment of
        the VWR agreement including new labeling requirements and new packaging
        requirements.

        RESEARCH AND DEVELOPMENT

        Expenses relating to research and development for the quarter ended September
        30, 2005 declined $30,425, or 83%, from the previous quarter ended September 30,
        2004. This decrease in research and development costs was due to the shift of
        grant related research activities to CPSI pursuant to the research agreement.
        Three former employees of BioLife became CPSI employees to perform grant related
        research and development work. In addition, depreciation and facilities expenses
        were recorded as General and Administrative expenses in 2005, rather than
        Research and Development expenses, as the Company's focus shifted away from
        research and development to product sales.

        Expenses relating to research and development for the nine month period ended
        September 30, 2005 declined $81,079 or 81% from the previous nine month period
        ended September 30, 2004. This decrease in research and development costs was in
        large part due to the shift of grant related research activities to CPSI
        pursuant to the research agreement. Three former employees of BioLife became
        CPSI employees to perform grant related research and development work. In
        addition, depreciation and facilities expenses were recorded as General and
        Administrative expenses in 2005, rather than Research and Development expenses,
        as the Company's focus shifted away from research and development to product
        sales.

        SALES AND MARKETING

        For the quarter ended September 30, 2005, sales and marketing expenses decreased
        $26,225, or 45%, to $31,436, compared to $57,661 for the quarter ended September



37 of 152
        30, 2004. The decrease in sales and marketing expense was due primarily to the
        resignation of Alan Rich, Vice President of Sales, on January 31, 2005. In
        addition, the Company hired a Marketing Manager on June 13, 2005.

        For the nine month period ended September 30, 2005, sales and marketing expenses
        decreased $151,649, or 70%, to $65,234, compared to $216,883 for the nine month
        period ended September 30, 2004. The decrease in sales and marketing expense was
        due primarily to the resignation of Alan Rich, Vice President of Sales, on
        January 31, 2005. In addition to the reduction in salaries and insurance
        expenses, trade show attendance fees, advertising, and sales related travel
        expenses were reduced.

        GENERAL AND ADMINISTRATIVE EXPENSE

        For the quarter ended September 30, 2005, general and administrative expense
        increased $56,911, or 33%, to $230,208, compared to $173,297 for the quarter
        ended September 30, 2004. Facilities expenses for the quarter ended September
        30, 2005 totaled $23,659. There were no facilities expenses recorded as General
        and Administrative expenses for the quarter ended September 30, 2004 as
        facilities expenses were recorded as Research and Development expenses.
        Similarly, depreciation totaled $6,207 for the quarter ended September

                                 10

        30, 2005, while depreciation was recorded as Research and Development expenses
        for the quarter ended September 30, 2004. In addition, the Company incurred
        additional production and legal fees related to the printing, mailing, and
        tracking of the Proxy solicitation and annual report for the shareholder meeting
        held September 28, 2005

        For the nine month period ended September 30, 2005, general and administrative
        expense decreased $37,105, or 5% to $649,362, compared to $686,467 for the nine
        month period ended September 30, 2004. This decrease was due in large part to
        amortization of previously capitalized loan financing costs of $106,408
        associated with note obligations that were paid during the first quarter of
        2004. Legal fees totaled $48,448 for the nine month period ending September 30,
        2005, as compared to $100,379 for the nine month period ending September 30,
        2004. These additional legal fees incurred in 2004 were related to the Endocare
        lawsuit. There were several items that partially offset the additional legal
        fees and amortization expense incurred in the third quarter of 2004. The Company
        was able to negotiate and write off $57,844 in liabilities during the first
        quarter of 2004. In addition, the Company incurred additional production and
        legal fees related to the printing, mailing, and tracking of the Proxy
        solicitation and annual report for the shareholder meeting dated September 28,
        2005. There were no facilities expenses recorded as General and Administrative
        expenses for the nine months ended September 30, 2004 as facilities expenses
        were recorded as Research and Development expenses during that period.
        Similarly, depreciation totaled $18,895 for the quarter ended September 30,
        2005, while depreciation was recorded as Research and Development expenses for
        the quarter ended September 30, 2004.

        OPERATING EXPENSES AND NET INCOME

        For the quarter ended September 30, 2005, operating expenses increased $10,065,
        or 3%, to $318,401, compared to $308,336 for the quarter ended September 30,
        2004. The Company reported a net loss of $(156,952) for the quarter ended
        September 30, 2005, compared to a net loss of ($150,178) for the quarter ended
        September 30, 2004.

        For the nine month period ended September 30, 2005, operating expenses decreased
        $256,921, or 23%, to $868,562, compared to $1,125,483 for the nine month period
        ended September 30, 2004. The Company reported a net loss of $(448,497) for the
        nine month period ended September 30, 2005, compared to a net loss of ($641,519)
        for the nine month period ended September 30, 2004.



38 of 152
        CASH AND CASH EQUIVALENTS

        At September 30, 2005, the Company had cash and cash equivalents of $305,788,
        compared to cash and cash equivalents of $571,792 at September 30, 2004. At
        September 30, 2005, the Company had a working capital surplus of $319,441,
        compared to a working capital surplus of $573,765 at September 30, 2004. The
        decrease in the Company's cash and working capital position compared to
        September 30, 2004 was due to the inability of the Company to generate
        sufficient income from operations to meet its operating needs. In addition, the
        Company made capital improvements and expenditures to support product sales
        growth. In addition, the Company secured a loan from Tioga County LDC in the
        amount of $230,500 to support its working capital needs and enhance production
        capabilities to support the distribution agreement with VWR International.

        LIQUIDITY AND CAPITAL RESOURCES

        During the third quarter of 2005, the Company generated $122,676 in product
        sales, the highest product sales quarter since inception. This represents a 21%
        increase over the previous high product sales quarter (second quarter of 2005)
        of $101,754. While the increasing product sales appear promising, the Company
        has been unable to support its operations solely from revenue generated from
        product sales. In February 2004, the Company collected $1.88 million from its
        lawsuit settlement with Endocare. This settlement has provided the necessary
        cash flow to support operating activities to date.

        In September 2005, the Company secured a loan from the Tioga County LDC in the
        amount of $230,500 to support its working capital needs and enhance production
        capabilities to support the distribution agreement with

                                  11

        VWR International. The loan is a 7 year note with an annual interest rate of 5%
        requiring monthly payments of $3,258.

        During the nine month period ended September 30, 2005, net cash used by
        operating activities was $443,776 as compared to net cash provided by operating
        activities of $551,204 for the nine month period ended September 30, 2004. The
        net cash provided from operating activities for the nine month period ending
        September 30, 2004 resulted primarily from the collection of the Endocare
        settlement and was partially offset by the reduction in accounts payable, loans
        payable, accrued expenses, and accrued salaries.

        Net cash used in investing activities totaled $12,620 for the nine month period
        ended September 30, 2005 as the Company purchased new equipment and made
        leasehold improvements to support the manufacturing facility and product sales.

        The Company believes it has sufficient funds to continue operations in the near
        term. Future capital requirements will depend on many factors, including the
        ability to market and sell our product line, research and development programs,
        the scope and results of clinical trials, the time and costs involved in
        obtaining regulatory approvals, the costs involved in obtaining and enforcing
        patents or any litigation by third parties regarding intellectual property, the
        status of competitive products, the maintenance of our manufacturing facility,
        the maintenance of sales and marketing capabilities, and the establishment of
        collaborative relationships with other parties.

        CRITICAL ACCOUNTING POLICIES AND ESTIMATES

        The Company's discussion and analysis of its financial condition and results of
        operations are based upon its financial statements, which have been prepared in
        accordance with accounting principles generally accepted in the United States.
        The preparation of these financial statements requires the Company to make
        estimates and judgments that affect the reported amounts of assets and



39 of 152
        liabilities, revenues and expenses and related disclosures. On an ongoing basis,
        the Company evaluates estimates, including those related to bad debts,
        inventories, fixed assets, income taxes, contingencies and litigation. The
        Company bases its estimates on historical experience and on various other
        assumptions that are believed to be reasonable under the circumstances, the
        results of which form the basis of the Company's judgments on the carrying value
        of assets and liabilities. Actual results may differ from these estimates under
        different assumptions or conditions.

        The Company believes that following accounting policies involves more
        significant judgments and estimates in the preparation of the financial
        statements. The Company maintains an allowance for doubtful accounts for
        estimated losses that may result from the inability of its customers to make
        payments. If the financial condition of the Company's customers were to
        deteriorate, resulting in their inability to make payments, the Company may be
        required to make additional allowances. The Company writes down inventory for
        estimated obsolete or unmarketable inventory to the lower of cost or market
        based on assumptions of future demand. If the actual demand and market
        conditions are less favorable than projected, additional write-downs may be
        required.

        CONTRACT OBLIGATIONS

        The Company leases equipment as a lessee, under operating leases expiring on
        various dates through 2005. The leases require monthly payments of approximately
        $2,340.

        In January 2004, BioLife signed a 3 year lease with Field Afar Properties, LLC,
        whereby BioLife leases 6,161 square feet of office, laboratory, and
        manufacturing space in Owego, NY at a rental rate of $6,200 per month.
        Renovation of the new facility was completed in April 2004. The Company's Chief
        Executive Officer and family members are the members of Field Afar Properties,
        LLC.

                                  12

        ITEM 3.   CONTROLS AND PROCEDURES

        The Company maintains disclosure controls and procedures that are designed to
        ensure that information required to be disclosed in the Company's periodic
        Securities Exchange Act of 1934 ("Exchange Act") reports is recorded, processed,
        summarized, and reported within the time periods specified in the SEC's rules
        and forms, and that such information is accumulated and communicated to the
        Company's management, including its Chief Executive Officer and Chief Financial
        Officer, as appropriate, to allow timely decisions regarding required financial
        disclosure.

        At the end of the period covered by this Quarterly Report on Form 10-QSB, the
        Company carried out an evaluation, under the supervision and with the
        participation of the Company's management, including the CEO/CFO, of the
        effectiveness of the design and operation of the Company's disclosure controls
        and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation,
        the CEO/CFO concluded that the Company's disclosure controls and procedures are
        not effective in timely alerting him to material information relating to the
        Company required to be included in the Company's periodic SEC filings and ensure
        that the information required to be disclosed by the Company in the report it
        files or submits under the Exchange Act is recorded, processed, summarized, and
        reported within the time periods specified by the rules and forms.

        During the period covered by this report, the Company uncovered a deficiency in
        its internal control over financial reporting regarding the counting of physical
        inventory which if left uncorrected could result in a material control weakness.
        Specifically, the Company discovered that there were finished goods lots that
        were not counted during the physical inventory count at the end of the second



40 of 152
        quarter of 2005. As a result thereof, the Company adopted new internal control
        procedures with respect to physical inventory counts for raw materials, goods in
        progress, and finished goods and has amended its form 10-QSB filing for the
        second quarter of 2005. To prevent this from happening in the future, the
        Company adopted new internal control procedures for obtaining physical inventory
        counts for raw materials, goods in progress, and finished goods. Other than as
        described herein, there were no significant changes in the Company's internal
        control over financial reporting during the quarterly period ended September 30,
        2005 that has materially affected, or is reasonably likely to materially affect,
        the Company's internal control over financial reporting.


                                         13

                              PART II - OTHER INFORMATION

        ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

                  (a)    Exhibits

                          31.1*       Certification pursuant to Section 302 of the
                                    Sarbanes-Oxley Act of 2002

                          32.1*       Certification of Periodic Report pursuant to
                                    Section 906 of the Sarbanes-Oxley Act of 2002. 18
                                    U.S.C. Section 1350



                  (b)    Reports on Form 8-K, filed in the quarter ended June 30, 2005.
                        Agreement dated May 12, 2005, between May 17, 2005, regarding
                        a material agreement between the Company and VWR
                        International, Inc.

                        * Filed herewith


                                         14

                                      SIGNATURES

        In accordance with the requirements of the Exchange Act, the registrant caused
        this report to be signed on its behalf by the undersigned, thereunto duly
        authorized.

                                       Biolife Solutions, Inc.
                                       -----------------------
                                             (Registrant)




        Date: November 14, 2005                    By: /s/ JOHN G. BAUST
                                           -------------------------------------
                                           John G. Baust, PhD
                                           President and Chief Executive Officer
                                           (Principal Accounting Officer )



                                         15




41 of 152
        Exhibit 31.1

                                CERTIFICATION

             I, John G. Baust, Chief Executive Officer and Chief Financial Officer of
        BioLife Solutions, Inc. (the "Registrant"), certify that:

            1. I have reviewed this quarterly report of Biolife Soltutions, Inc.;

             2. Based on my knowledge, this report does not contain any untrue
        statement of a material fact or omit to state a material fact necessary to make
        the statements made, in light of the circumstances under which such statements
        were made, not misleading with respect to the period covered by this report;

             3. Based on my knowledge, the financial statements, and other financial
        information included in this report, fairly present in all material respects the
        financial condition, results of operations and cash flows of the small business
        issuer as of, and for, the periods presented in this report;

             4. The small business issuers other certifying officer(s) and I are
        responsible for establishing and maintaining disclosure controls and procedures
        (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
        business issuer and have:

             a) Designed such disclosure controls and procedures, or caused such
        disclosure controls and procedures to be designed under our supervision, to
        ensure that material information relating to the small business issuer,
        including its consolidated subsidiaries, is made known to us by others within
        those entities, particularly during the period in which this report is being
        prepared;

             b) Evaluated the effectiveness of the small business issuer's disclosure
        controls and procedures and presented in this report our conclusions about the
        effectiveness of the disclosure controls and procedures, as of the end of the
        period covered by this report based on such evaluation; and

              c) Disclosed in this report any change in the small business issuer's
        internal control over financial reporting that occurred during the small
        business issuer's most recent fiscal quarter (the small business issuer's fourth
        fiscal quarter in the case of an annual report) that has materially affected, or
        is reasonably likely to materially affect, the small business issuers internal
        control over financial reporting; and

             5. The small business issuer's other certifying officer(s) and I have
        disclosed, based on our most recent evaluation of internal control over
        financial reporting, to the small business issuer's auditors and the audit
        committee of small business issuer's board of directors (or persons performing
        the equivalent functions):


              a) All significant deficiencies and material weaknesses in the design or
        operation of internal control over financial reporting which are reasonably
        likely to adversely affect the small business issuer's ability to record,
        process, summarize and report financial information; and

             b) Any fraud, whether or not material, that involves management or other
        employees who have a significant role in the small business issuer's internal
        control over financial reporting.




        Date:   November 14, 2005

                                             /s/ JOHN G. BAUST



42 of 152
                                             ---------------------------
                                             John G. Baust, PhD
                                             Chief Executive Officer
                                             and Chief Financial Officer


                                    16


        Exhibit 32.1

                          CERTIFICATION OF PERIODIC REPORT

        I, John G. Baust, Chief Executive Officer and Chief Financial Officer of Biolife
        Solutions, Inc. (the "Company"), certify, pursuant to Section 906 of the
        Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

              1. the Quarterly Report on Form 10-QSB of the Company for the quarterly
                 period ended March 31, 2005 (the "Report") fully complies with the
                 requirements of Section 13(a) or 15(d) of the Securities Exchange Act
                 of 1934 (15 U.S.C. 78m or 78o(d)); and

              2. the information contained in the Report fairly presents, in all
                 material respects, the financial condition and results of operations
                 of the Company.


        Dated:    November 14, 2005

                                              /s/ JOHN G. BAUST
                                            ---------------------------
                                            John G. Baust, PhD
                                            Chief Executive Officer and
                                            Chief Financial Officer



                                    17

            Filings - Form ARS BIOLIFE SOLUTIONS INC For: Dec 31 (10K)



                             [BIOLIFE SOLUTIONS LOGO]




                             BIOLIFE SOLUTIONS, INC.



                                 ANNUAL REPORT
                                   2004




                               TABLE OF CONTENTS

        SHAREHOLDERS' LETTER....................................................... 1
        SELECTED FINANCIAL DATA.................................................... 3
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS...................................................... 4
        INDEPENDENT AUDITORS' REPORT............................................... 7




43 of 152
        FINANCIAL STATEMENTS....................................................... 8
        CORPORATE INFORMATION...................................................... 22


                                                   [BIOLIFE SOLUTIONS LOGO]


        TO OUR SHAREHOLDERS

        BioLife has experienced notable developments that hold the promise of placing a
        secure foundation under the Company in support of a profitable future. One of
        our critical milestones was detailed in our May 2005 announcement of the
        Exclusive Private Label Agreement with VWR International, Inc. In addition, we
        continue to ramp sales upward, diversify our markets and establish a significant
        presence in the emerging Cell Therapy - Regenerative Medicine arena.

        Before addressing our future, I believe you will find it of value to understand
        the course the Company (formerly Cryomedical Sciences, Inc. ("CMSI")) has
        followed since divestiture of its cryosurgical device assets in the summer of
        2002 with the intent of developing a sole focus on its preservation
        solutions-based technology.

        Following the divestiture, the Company had to sue the purchaser to realize the
        balance of the purchase price valued at approximately $1.88 million. Thus,
        BioLife entered 2003 with $67,000 cash on hand and residual CMSI debt of
        approximately $500,000. While our lawsuit progressed rather rapidly, BioLife
        faced a serious cash flow issue. We began the year without sufficient cash on
        hand to maintain the business. While a number of our principal investors
        generously provided bridge funds for an additional quarter in anticipation of a
        favorable court decision, the legal process extended when Endocare appealed the
        court's verdict in our favor.

        We faced two options at that point - either tighten our belts in anticipation of
        a near term settlement or re-finance the Company. The employees chose the former
        and worked through a six-month period during which neither payroll was met nor
        employee expenses reimbursed for five of those six months. I mention this point
        as it reflects on the level of dedication of our staff, their belief in our
        technology and their commitment to the Company's success. Even with these
        sacrifices, by late autumn the legal appeal process continued, and we proceeded
        with an employee/investor structured Series G preferred stock financing.

        With the addition of the settlement funds of $1.88 million received in March
        2004, BioLife was able to clear itself of all critical debt and was positioned
        to move forward with building a successful company based on its novel cell and
        tissue preservation solutions. To set the stage for this growth, BioLife, in
        2003, developed dozens of accounts, entered into supply and development
        agreements that provided a revenue base moving forward, registered with the FDA
        as a Class 2 medical device manufacturer, established an internal manufacturing
        capability, launched a series of national training workshops that served to
        accelerate the exposure of our technology, and had our products included in a
        number of FDA approved cell therapy-based IND's. The Company was successful in
        moving the sales of Hypothermosol(R) from $26,000 in 2002 to $147,000 in 2003
        and to $316,000 in 2004. Our product sales in Q2 2005 were the highest ever.
        These numbers, while moving in the right direction, are modest and only provide
        a base from which we plan to grow.

        In the spring of 2004, BioLife moved its headquarters and manufacturing to a
        newly remodeled facility. Previously, the Company was housed in incubator space
        on the campus of Binghamton University (SUNY).

        With the establishment of a GMP-compliant manufacturing facility, the Company
        was positioned to aggressively pursue both strategic relationships and expand
        out technology into diverse clinical and




44 of 152
                                  1

        non-clinical markets. Our partnership with VWR International provides for
        minimal sales of $7.4 MM over five-years in non-clinical markets for VWR to
        maintain exclusivity with the Company. The Company will manufacture under this
        dual-labeling agreement, share the non-clinical markets with VWR International
        while retaining exclusivity in the clinical marketplace. VWR has approximately
        1400 sales staff in North America and Europe. We are working together closely to
        structure formal product launches on both continents and have begun shipments of
        product to Europe.

        In addition, we have established a direct client base of nearly two hundred
        accounts, have our products included in numerous FDA approved INDs, have
        received FDA permission to label our products "For Human Cell and Tissue
        Preservation," and continue to expand our patent portfolio. With regard to the
        latter, the Company was issued a "methods and composition" patent by the U.S.
        Patent Office on July 26, 2005 which should provide an important extension of
        protection for our proprietary molecular biological-based preservation
        technology.

        I am confident that the Company has the necessary technological and managerial
        assets necessary to sustain and grow the business and to establish marketplace
        dominance.


        John G. Baust
        President & CEO

        --------------------------------------------------------------------------------
        "Safe Harbor" statement under the Private Securities Litigation Reform Act of
        1995. The statements which are not historical facts contained in this Annual
        Report are forward-looking statements that involve risks and uncertainties,
        including, but not limited to the Company's relative success in increasing
        product sales and reducing expenses. Additional risks and uncertainties include
        variances in the demand for the Company's products due to customer, industry,
        and technological developments, as well as variances in the costs to produce
        such products. Such statements are made in reliance upon safe harbor provisions
        of the Private Securities Litigation Reform Act of 1995. The Company's actual
        results, performance, and achievements may differ significantly from those
        discussed or implied in the forward-looking statements as a result of a number
        of known and unknown risks and uncertainties including, without limitation,
        those discussed below and in "Management's Discussion and Analysis of Financial
        Condition and Results of Operations." In light of the significant uncertainties
        inherent in such forward-looking statements, the inclusion of such statements
        should not be regarded as a representation by the Company or any other person
        that the Company's objectives and plans will be achieved. Words such as
        "believes," "anticipates," "expects," "intends," "may," and similar expressions
        are intended to identify forward-looking statements, but are not the exclusive
        means of identifying such statements. The Company undertakes no obligation to
        revise any of these forward-looking statements.
        --------------------------------------------------------------------------------

                                  2

                                             [BIOLIFE SOLUTIONS LOGO]


                           SELECTED FINANCIAL DATA

        The following tables summarize certain financial data which should be read in
        conjunction with the report of the Company's independent auditors and the more
        detailed financial statements and the notes thereto which appear elsewhere
        herein.




45 of 152
        STATEMENT OF OPERATIONS DATA:

                                                                   Year ended December 31,
                                            -----------------------------------------------------------------------------------
                                               2004             2003             2002           2001             2000
                                               ----           ----           ----          ----           ----

        Net sales ................................ $ 626,709       $ 605,511     $ 848,791   $ 1,344,016    $ 1,189,505
        Net income (loss) ........................     (743,162)     (1,824,368)     215,876    (4,410,257)    (2,771,927)
        Net income (loss) per share ..............          (0.06)        (0.15)      0.02       (0.36)      (0.28)
        Basic and diluted weighted average common
         shares used to compute net income (loss)
         per share ..............................   12,413,209      12,413,209    12,413,209    12,413,209      9,921,056


        BALANCE SHEET DATA:

                                                                            December 31,
                                            -----------------------------------------------------------------------------------
                                               2004             2003             2002           2001             2000
                                               ----           ----           ----          ----           ----

        Total assets............................... $ 833,269     $ 2,963,911        $ 313,846     $ 1,776,590            $ 3,988,819
        Total liabilities..........................  220,310      1,607,790           868,097     1,465,824               360,265
        Working capital............................    483,955      1,233,123          (711,965)     (614,626)             2,666,295
        Stockholders' equity.......................     612,959       1,356,121         (554,251)      310,766              3,628,554

                                     3

                           BIOLIFE SOLUTIONS, INC.
                       MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                     FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        RESULTS OF OPERATIONS

        GENERAL

              The following discussion should be read in conjunction with the
        Company's financial statements and notes thereto set forth elsewhere herein. The
        discussion of the results from operations includes only the Company's continuing
        operations.

               BioLife has pioneered the next generation of preservation solutions
        designed to maintain the viability and health of cellular matter and tissues
        during freezing, transportation and storage. Based on the Company's proprietary
        bio-packaging technology and a patented understanding of the mechanism of
        cellular damage and death, these products enable the biotechnology and medical
        community to address a growing problem that exists today. The expanding practice
        of cell and gene therapy has created a need for products that ensure the
        biological viability of mammalian cell and tissue material during transportation
        and storage. The Company believes that the HypoThermosol(R), GelStor(TM) and
        CryoStor(TM) products it is selling today are a significant step forward in
        meeting these needs.

               The Company's line of preservation solutions is composed of complex
        synthetic, aqueous solutions containing, in part, minerals and other elements
        found in human blood, which are necessary to maintain fluids and chemical
        balances throughout the body at near freezing temperatures. The solutions
        preserve cells and tissue in low temperature environments for extended periods
        after removal of the cells through minimally invasive biopsy or surgical
        extraction, as well as in shipping the propagated material for the application
        of cell or gene therapy or tissue engineering. BioLife has entered into research
        agreements with several emerging biotechnology companies engaged in the research
        and commercialization of cell and gene therapy technology and has received



46 of 152
        several government research grants in partnership with academic institutions to
        conduct basic research, which could lead to further commercialization of
        technology to preserve human cells, tissues and organs.

              The Company currently markets its HypoThermosol(R), CryoStor(TM) and
        GelStor(TM) lines of solutions to companies and labs engaged in pre-clinical
        research, and to academic institutions.

        YEAR ENDED DECEMBER 31, 2004 COMPARED TO THE YEAR ENDED DECEMBER 31, 2003

               Revenue for the year ended December 31, 2004 increased $21,198 or 4%,
        to $626,709, compared to $605,511 for the year ended December 31, 2003. Grant
        revenue for the year ended December 31, 2004 totaled $38,936, compared to
        $309,359 for the year ended December 31, 2003. This decrease was the result of
        the transition of grant related activities to Cell Preservation Services, Inc.
        (CPSI) per a research agreement pursuant to which the Company outsourced to CPSI
        all BioLife research funded through SBIR grants. Consulting revenue declined as
        a result of scheduled completion of contracts. In addition, the Company earned
        $64,822 and $117,858 in management fees and facilities fees, respectively, as a
        result of the research agreement with CPSI (See Note 9 to the Financial
        Statements) in 2004. The shift of the Company's focus toward product sales
        resulted in a 115% increase in product sales over 2003.

              For the year ended December 31, 2004, the cost of product sales totaled
        $163,979 as compared to $109,387 for the year ended December 31, 2003. In 2003,
        the Company had more idle capacity resulting in a change in the gross margin on
        product sales from 25% to 48%.

              Expenses relating to research and development for the year ended
        December 31, 2004 decreased to $29,087, compared to $659,309 for the year ended
        December 31, 2003. The decrease in research and development expense was due
        primarily to the shift in focus away from grant related research activities
        toward product sales. The research agreement with CPSI enabled the Company to
        eliminate most expenses related to research and development as well as shift the
        focus toward product sales.

               For the year ended December 31, 2004, sales and marketing expense
        increased $45,415, or 22%, to $253,106, compared to $207,691 for the year ended
        December 31, 2003. The increase in sales and marketing expense was due to
        additional sales commissions earned with the increase in product sales in 2004
        as well as an increase in advertising expenses in 2004 in the amount of $19,769.

              For the year ended December 31, 2004, general and administrative
        expense decreased $181,638, or 18% to $838,961, compared to $1,020,599 for the
        year ended December 31, 2003. This decrease was due to several

                                  4

                                             [BIOLIFE SOLUTIONS LOGO]


        factors including a decrease in legal fees of $47,675, or 29%, from 2003 as most
        legal expenses pertaining to the Endocare lawsuit were incurred in 2003.
        Accounting and consulting fees decreased substantially in 2004 as the Company
        hired a full time Controller to replace previously outsourced consultants.

              For the year ended December 31, 2004, operating expenses decreased
        $711,853, or 36% to $1,285,133, compared to $1,996,986 for the year ended
        December 31, 2003. The Company reported a net loss of $(743,162) for the year
        ended December 31, 2004, compared to a net loss of $(1,303,368) for the year
        ended December 31, 2003. While revenue for the year ended December 31, 2004
        increased $21,198 from the year ended December 31, 2003, the Company was able to
        reduce operating expenses significantly resulting in a net loss of $(743,162) in
        2004 compared to a net loss of $(1,303,368) in 2003. This was due in large part



47 of 152
        to the reduction in research and development related expenses as the Company
        shifted its focus away from grant related research activities toward product
        sales. The research agreement with CPSI enabled the Company to eliminate most
        expenses related to research and development.

             At December 31, 2004, the Company had cash and cash equivalents of
        $531,684, compared to cash and cash equivalents of $787,904 at December 31,
        2003. At December 31, 2004, the Company had a working capital surplus of
        $483,955, compared to a working capital surplus $1,233,123 at December 31, 2003.

        LIQUIDITY AND CAPITAL RESOURCES

               During 2004, our second full year of product sales, we financed our
        operations from the proceeds from the settlement with Endocare as well as
        proceeds from product sales, consulting fees, and management and facilities fees
        earned. Proceeds from the legal settlement totaled $1,887,474. Cash used by
        financing activities totaled $705,224 during the year and was comprised of
        principal payments on notes payable. As of December 31, 2004, we had cash and
        cash equivalents of $531,684 and total assets of $833,268.

               During the year ended December 31, 2004, net cash provided by
        operations was $515,104 as compared to net cash used by operating activities of
        $(854,228) for the year ended December 31, 2003. This was due in large part from
        receipt in 2004 of the legal settlement receivable of $1,871,945. In addition,
        the Company realized a net loss of $(743,162) in 2004 as compared to a net loss
        of $(1,303,368) in 2003. Accounts receivable (net) increased to $75,337 at
        December 31, 2004 from $34,851 at December 31, 2003. This increase was due
        primarily to the increase in product sales during 2004. Inventories increased to
        $94,319 at December 31, 2004 from $39,805 at December 31, 2003 as the Company
        began to utilize the new production facility to support the increase in product
        sales in 2004. Accounts payable decreased from $563,359 at December 31, 2003 to
        $85,037 at December 31, 2004 as the Company was able to pay off much of the
        outstanding debt upon receipt of the Endocare settlement. Similarly, accrued
        expenses and accrued salaries declined as liabilities were paid down from the
        receipt of the Endocare settlement.

              Net cash used in investing activities totaled $(65,800) during the year
        ended December 31, 2004, which resulted from purchase of property and equipment
        to support the new manufacturing facility. Net cash used in investing activities
        totaled $(11,219) during the year ended December 31, 2003 resulting from
        purchase of property and equipment during the year.

              Net cash used by financing activities totaled $(705,524) for the year
        ended December 31, 2004, and resulted from principal payments on notes payable.
        Net cash provided by financing activities totaled $1,586,233 for the year ended
        December 31, 2003. In 2003, net cash was provided by issuance of notes in the
        amount of $400,000 and issuance of preferred stock and warrants in the amount of
        $1,226,533. Principal payments on existing notes during the year totaled
        $40,300.

               During 2004, although the Company experienced a growth in product sales
        of 115% from 2003, the Company was not able to support its operating activities
        through sales of its products or contracted revenue sources. As a result,
        operations were funded primarily with proceeds from the settlement of the
        Endocare lawsuit. The Company maintains no line of credit or bank notes. In
        February 2004, the Company collected proceeds in the amount of $1,887,474 from
        its settlement of the Endocare lawsuit. With these proceeds, the Company was
        able to pay all outstanding note obligations as well as pay off a majority of
        the accrued liabilities.

               Strategies for 2005 and beyond include procuring multiyear agreements
        with manufacturing and distributing companies in an effort to establish
        additional revenue streams. In February 2004, the Company announced that it
        signed a multi-year supply agreement with Pittsboro, NC-based Hepatotech Inc., a



48 of 152
        privately-held manufacturer and distributor of hepatocytes (liver cells). Under
        the terms of the agreement, BioLife will sell Hepatotech its off-the-shelf
        HypoThermosol(R) and CryoStor(TM) preservation solutions to support Hepatotech's
        cell harvest and shipment services. The agreement with Hepatotech further
        expands the sales opportunities for BioLife's technology.

                                  5

              In February 2004, the Company entered into a research agreement with
        Ann Arbor, MI-based Aastrom Biosciences, Inc., a company specializing in
        developing, manufacturing, and marketing tissue repair cells. Under the terms of
        the agreement, Aastrom will provide BioLife with cartilage biopsies and
        materials derived therefrom as are necessary to conduct the Research Program
        with the goal of providing solution formulations to Aastrom.

                The Company believes it has sufficient funds to continue operations in
        the near term. However, it may need to raise additional funds through additional
        financings, including private or public equity and/or debt offerings and
        collaborative research and development arrangements with corporate partners if
        our revenues are insufficient to meet our operating needs. Our future capital
        requirements will depend on many factors, including the ability to market and
        sell our product line, research and development programs, the scope and results
        of clinical trials, the time and costs involved in obtaining regulatory
        approvals, the costs involved in obtaining and enforcing patents or any
        litigation by third parties regarding intellectual property, the status of
        competitive products, the maintenance of our manufacturing facility, the
        maintenance of sales and marketing capabilities, and the establishment of
        collaborative relationships with other parties.

                                  6

                                             [BIOLIFE SOLUTIONS LOGO]




        REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



        To the Board of Directors and Stockholders
        BIOLIFE SOLUTIONS, INC.
        Owego, New York


        We have audited the accompanying Balance Sheets of BIOLIFE SOLUTIONS, INC. as of
        December 31, 2004 and 2003, and the related Statements of Operations,
        Comprehensive Income (Loss), Stockholders' Equity (Deficiency) and Cash Flows
        for the years then ended. These financial statements are the responsibility of
        the Company's management. Our responsibility is to express an opinion on these
        financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that we plan
        and perform the audits to obtain reasonable assurance about whether the
        financial statements are free of material misstatement. An audit includes
        examining, on a test basis, evidence supporting the amounts and disclosures in
        the financial statements. An audit also includes assessing the accounting
        principles used and significant estimates made by management, as well as
        evaluating the overall financial statement presentation. We believe that our
        audits provide a reasonable basis for our opinion.




49 of 152
        In our opinion, the financial statements referred to above present fairly, in
        all material respects, the financial position of BIOLIFE SOLUTIONS, INC. as of
        December 31, 2004 and 2003, and the results of its operations and its cash flows
        for the years then ended, in conformity with accounting principles generally
        accepted in the United States of America.

        The accompanying financial statements have been prepared assuming that the
        Company will continue as a going concern. As discussed in Note 2 to the
        financial statements, the Company has been unable to generate sufficient income
        from operations to meet its operating needs and may not have sufficient
        liquidity to meet its financial obligations in the future. These conditions
        raise substantial doubt about the Company's ability to continue as a going
        concern. Management's plans in regard to these matters are also described in
        Note 2. The financial statements do not include any adjustments that might
        result from the outcome of this uncertainty.

        [ARONSON & COMPANY SIG]

        Rockville, Maryland
        February 4, 2005

                                    7

                              BIOLIFE SOLUTIONS, INC.
                                BALANCE SHEETS

                                                            December 31,         December 31,
                                                               2004             2003
                                                            ------------     ------------
        ASSETS
        Current assets
          Cash and cash equivalents                                    $ 531,684           $ 787,904
          Accounts receivables, trade, net of allowance for doubtful
            accounts of $13,500 at December 31, 2004                             75,337            34,851
          Legal settlement receivable                                        --         1,871,945
          Inventories                                                 94,319            39,805
          Loan financing costs, net of accumulated amortization of $440,937
            and $334,529 at December 31, 2004 and 2003, respectively                        --        106,408
          Prepaid expenses and other current assets                             2,925              --
                                                             ------------     ------------
             Total current assets                                       704,265          2,840,913
                                                             ------------     ------------

        Property and equipment
           Leasehold improvements                                        39,283              --
           Furniture and computer equipment                                 39,760            36,486
           Manufacturing and other equipment                               207,075            183,830
                                                           ------------     ------------
        Total                                                    286,118           220,316
           Less: Accumulated depreciation and amortization                     (157,114)          (97,318)
                                                           ------------     ------------
        Net property and equipment                                       129,004           122,998
                                                           ------------     ------------

        Total assets                                          $ 833,269             $ 2,963,911
                                                            ============              ============

        LIABILITIES AND STOCKHOLDERS' EQUITY
        Current liabilities
           Accounts payable                                       $     57,010       $    495,963
           Accounts payable - related parties                              28,027             67,396
           Accrued expenses                                             12,426            83,422
           Accrued salaries                                           122,847            255,485




50 of 152
            Notes payable - related parties                                              --     650,000
            Notes payable - other                                                   --       55,524
                                                                  ------------     ------------
              Total current liabilities                                     220,310         1,607,790
                                                                  ------------     ------------

        Commitments and contingencies

        Stockholders' equity
           Series F convertible preferred stock, $.001 par value; 12,000
             shares authorized, 12,000 shares issued and outstanding                      12             12
           Series G convertible preferred stock, $.001 par value; 80
             shares authorized, 55 shares issued and outstanding                       --             --
           Common stock, $0.001 par value; 25,000,000
             shares authorized, 12,413,209 shares issued and outstanding                12,413            12,413
           Additional paid-in capital                                  40,663,172          40,663,172
           Accumulated deficit                                        (40,062,638)        (39,319,476)
                                                              ------------     ------------

        Total stockholders' equity                                               612,959           1,356,121
                                                                  ------------        ------------

        Total liabilities and stockholders' equity                       $ 833,269               $ 2,963,911
                                                                  ============                 ============

            The accompanying Notes to Financials Statements are an integral part of
                         these financial statements

                                     8

                                                 [BIOLIFE SOLUTIONS LOGO]


                              BIOLIFE SOLUTIONS, INC.
                             STATEMENTS OF OPERATIONS

                                                            Years Ended
                                                            December 31,
                                                     ------------------------------
                                                        2004             2003
                                                        ----           ----
        Revenue
          Product sales                                  $    315,818       $ 146,792
          Grant revenue                                         38,936          309,359
          Consulting revenue                                      86,000          149,360
          Management fees, related party                              64,822            --
          Facilities fees, related party                         117,858             --
          Other                                              3,275             --
                                                     ------------    ------------
        Total revenue                                         626,709           605,511
                                                     ------------    ------------

        Operating expenses
         Product sales                                        163,979          109,387
         Research and development                                    29,087         659,309
         Sales and marketing                                      253,106         207,691
         General and administrative                                838,961        1,020,599
                                                     ------------    ------------
        Total expenses                                       1,285,133         1,996,986
                                                     ------------    ------------

        Operating loss                                       (658,424)       (1,391,475)
                                                     ------------   ------------




51 of 152
        Other income (expense)
          Legal settlement income                                --        214,672
          Interest income                                  27,103          128,202
          Interest expense - related parties                  (117,241)         (257,667)
          Interest expense - other                              --           (300)
          Other income                                     5,400            3,200
                                                ------------    ------------
        Total other income (expense)                           (84,738)          88,107
                                                ------------    ------------

        Loss from operations before provision for income taxes       (743,162)         (1,303,368)
        Provision for income taxes                              --          --
                                                 ------------  ------------

        Net Loss                                       (743,162)      (1,303,368)
        Series G preferred stock deemed dividend                       --      521,000
                                                 ------------  ------------
        Net loss attributable to holders of common stock       $ (743,162)      $ (1,824,368)
                                                 ============             ============

        Total basic and diluted net loss per common share
          attributable to holders of common stock:        $  (0.06) $   (0.15)
                                                 ============    ============

        Basic and diluted weighted average common shares used
          to compute net loss per share                 12,413,209    12,413,209
                                              ============         ============

            The accompanying Notes to Financials Statements are an integral part of
                         these financial statements

                                   9

                           BIOLIFE SOLUTIONS, INC.
                      STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

                                                        Years Ended
                                                        December 31,
                                                  ----------------------------
                                                     2004            2003
                                                     ----          ----

        Net loss                                     $ (743,162)    $(1,303,368)
                                                  -----------  -----------
        Recovery of previously recognized unrealized loss on
          marketable securities                               --      1,434,263
                                                  -----------  -----------

        Total other comprehensive income                              --         1,434,263
                                                  -----------    -----------

        Cash - end of year                            $ (743,162)          $ 130,895
                                                  ===========             ===========

            The accompanying Notes to Financials Statements are an integral part of
                         these financial statements

                                   10

                                               [BIOLIFE SOLUTIONS LOGO]


                          BIOLIFE SOLUTIONS, INC.
                    STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)



52 of 152
                           Convertible
                          Series F and G                                                 Accumulated         Total
                          Preferred Stock        Common Stock           Additional                     other      stockholders'
                         ---------------------------------------     paid-in     Accumulated        comprehensive        equity
                          Shares Amount Shares              Amount         capital      deficit         loss      (deficiency)
        -----------------------------------------------------------------------------------------------------------------------------

        Balance,              12,000        $12       12,413,209        $12,413         $38,362,695          $(37,495,108)      $(1,434,263)   $ (554,2
        January 1, 2003

        Issuance of              --     --             --         --           47,589              --            --         47,589
          warrants for
          professional
          services

        Issuance of              --     --             --         --          286,308              --             --        286,308
          warrants for loan
          financing costs

        Issuance of              --     --             --         --           90,922              --            --         90,922
          warrants in lieu
          of cash
          compensation

        Issuance of              55         --          --         --        1,354,658                  --            --    1,354,658
          convertible
          Series G pref
          stock

        Deemed dividend on             --        --          --         --        521,000          (521,000)               --           --
         Series G pref
         stock

        Disposal of             --     --              --         --             --           --         1,434,263         1,434,263
         marketable
         securities

        Net loss                --    --         --       --          --     (1,303,368)             --    (1,303,368)
        -----------------------------------------------------------------------------------------------------------------------------
        Balance,
        December 31, 2003          12,055      12 12,413,209          12,413      40,663,172       (39,319,476)             --    $ 1,356,12

        Net loss                --    --         --       --          --      (743,162              --      (743,162)
        -----------------------------------------------------------------------------------------------------------------------------
        Balance,
        December 31, 2004          12,055 $12 12,413,209 $12,413 $40,663,172 $(40,062,638) $                                   --     $ 612,9
        ============================================================================

            The accompanying Notes to Financials Statements are an integral part of
                         these financial statements

                                       11

                               BIOLIFE SOLUTIONS, INC.
                              STATEMENTS OF CASH FLOWS

                                                                                   Years Ended
                                                                                   December 31,
                                                                             ----------------------------
                                                                                2004            2003
                                                                                ----          ----
        Cash flows from operating activiies:
           Net loss                                                            $ (743,162)         $(1,303,368)



53 of 152
        Adjustments to reconcile net loss to net cash provided (used) by
           operating activities
           Depreciation                                              59,796           45,935
           Amortization of loan financing costs                            106,408           205,653
           Disposal of marketable securities                                   --      1,434,263
           Issuance of warrants and options for compensation, consulting and
              professional services                                       --        138,511
        Change in operating assets and liabilities:
           (Increase) decrease in
              Accounts receivable, trade                                 (40,487)          9,815
              Legal settlement receivable                               1,871,945        (1,871,945)
              Inventories                                          (54,514)          (39,805)
              Prepaid expenses and other current assets                         (2,925)         18,595
           Increase (decrease) in
              Accounts payable                                       (438,953)          328,429
              Accounts payable - related parties                           (39,369)          63,264
              Accrued expenses                                         (70,996)         (22,379)
              Accrued salaries                                      (132,639)          138,804
                                                            -----------     -----------

        Net cash used by operating activities                              515,104         (854,228)
                                                             -----------   -----------

        Cash flows from investing activities
           Purchase of property and equipment                                (65,800)        (11,219)
                                                             -----------   -----------
        Net cash provided (used) by investing activities                      (65,800)        (11,219)
                                                             -----------   -----------

        Cash flows from financing activities
           Proceeds from notes payable                                        --       400,000
           Principal payments on notes payable                              (705,524)       (40,300)
           Issuance of preferred stock and warrants                              --     1,226,533
                                                             -----------   -----------
        Net cash provided (used) by financing activities                      (705,524)      1,586,233
                                                             -----------   -----------

        Net (decrease) increase in cash                                  $ (256,220)    $ 720,786
        Cash - beginning of year                                          787,904       67,118
                                                             -----------    -----------
        Cash - end of year                                          $ 531,684        $ 787,904
                                                             ===========            ===========

        Supplemental cash flow information
           Actual cash payments for:
             Interest - related parties                           $ 81,598         $     --
                                                             ===========           ===========
               Interest - other                                 $   --   $           300
                                                             ===========           ===========

        Noncash investing and financing activities
           Warrants issued for payment of loan financing costs              $    --    $ 286,308
                                                            ===========         ===========
           Series G convertible preferred stock issued for accrued salaries   $     --  $ 128,125
                                                            ===========         ===========

            The accompanying Notes to Financials Statements are an integral part of
                          these financial statements

                                   12

                                                [BIOLIFE SOLUTIONS LOGO]




54 of 152
                          BIOLIFE SOLUTIONS, INC.
                         NOTES TO FINANCIAL STATEMENTS

        NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

        BioLife Solutions, Inc. ("BioLife" or the "Company") was incorporated in 1998 in
        Delaware as a wholly owned subsidiary of Cryomedical Sciences, Inc.
        ("Cryomedical"), a company that was engaged in manufacturing and marketing
        cryosurgical products. BioLife (a) provides contract-based services for the
        development of cryopreservation solutions and processes, and (b), based upon its
        patented HypoThermosol(R) platform technology, develops, manufactures and
        markets proprietary cryopreservation solutions that markedly improve the
        biological processing and preservation of cells and tissues.

        In May 2002, Cryomedical implemented a restructuring and recapitalization
        program designed to shift its focus away from cryosurgery toward addressing
        preservation needs in the biomedical marketplace. On June 25, 2002, the Company
        completed the sale of its cryosurgery product line and related intellectual
        property assets to Irvine, CA-based Endocare Inc. (NASDAQ:ENDO). In the
        transaction, the Company transferred ownership of all of its cryosurgical
        installed base, inventory, and related intellectual property, in exchange for
        $2.2 million in cash and 120,022 shares of Endocare restricted common stock. In
        conjunction with the sale of Cryomedical's cryosurgical assets, Cryomedical's
        Board of Directors also approved merging BioLife into Cryomedical and changing
        its name to BioLife Solutions, Inc. In September 2002, Cryomedical changed its
        name to BioLife Solutions, Inc. and began to trade under the new ticker sybol,
        "BLFS" on the OTCBB. Subsequent to the merger, the Company ceased to have any
        subsidiaries.

        In 2001, the Company was awarded a research grant from the National Institute of
        Health (the "NIH") for $804,014, titled, "Apoptosis Intervention in Cell and
        Organ Preservation." Portions of the funds from this grant were recognized in
        2002 and 2003, matching research related to this grant carried out in 2002 and
        2003, respectively. Furthermore, the Company was awarded a grant from NIH for
        $100,000, titled "Pro/Anti-Apoptotic Grant." Portions of the funds from this
        grant were recognized in 2002 and 2003, matching research related to this grant
        carried out in 2002 and 2003, respectively. In September 2003, the Company was
        awarded a research grant from the NIH for $177,000, titled "Improved
        Preservation of Suspended Cells." Portions of the funds from this grant were
        recognized in 2003 and 2004, matching research related to this grant carried out
        in 2003 and 2004. Total grant revenue recognized during the years ended December
        31, 2004 and 2003 totaled $38,936 and $309,359, respectively.

        During the first quarter of 2004, the Company discontinued applying for grants
        and now provides services to a related entity that has become the grant
        recipient. (See Note 9)

        NET INCOME (LOSS) PER SHARE: Basic net income (loss) per common share is
        calculated by dividing the net income (loss) by the weighted average number of
        common shares outstanding during the period. Diluted earnings per share is
        calculated using the weighted average number of common shares plus dilutive
        common stock equivalents outstanding during the period. Anti-dilutive common
        stock equivalents are excluded. Common stock equivalents are stock options,
        warrants and convertible preferred stock.

        CASH EQUIVALENTS: Cash equivalents consist primarily of interest-bearing money
        market accounts. The Company considers all highly liquid debt instruments
        purchased with an initial maturity of three months or less to be cash
        equivalents. The Company maintains cash balances which may exceed Federally
        insured limits. The Company does not believe that this results in any
        significant credit risk.

        INVENTORIES: Inventories are stated at the lower of cost or market. Cost is
        determined using the first-in, first-out ("FIFO") method.



55 of 152
        ACCOUNTS RECEIVABLE: Generally, the Company has had favorable experience in
        extending credit to a limited number of customers and the terms are usually
        short term. An allowance for uncollectible accounts is established when a
        specific account appears uncertain, even though the Company continues its
        collection efforts. Accounts considered uncollectible are charged against the
        established allowance.

        LOAN FINANCING COSTS: Loan financing costs are amortized on a straight-line
        basis over the 12-month life of the related debt (See Note 6).

        FIXED ASSETS: Furniture and equipment are stated at cost and are depreciated
        using the straight-line method over estimated useful lives of three to five
        years. Leasehold improvements are stated at cost and are amortized using the
        straight-line method over the lesser of the life of the asset or the remaining
        term of the lease.

                                 13

        REVENUE RECOGNITION: Revenue from sales of products is recognized at the time of
        shipment. The Company recognizes revenue on cost plus fixed fee basis for grant
        funds received from various government agencies in the same period that expenses
        relating to the grants are incurred by the Company. Expenses related to grants
        are included in research and development expenses. Consulting revenue is
        recognized at the completion of milestones and/or according to specific terms
        within individual agreements. Management and facilities fees are recognized
        during the period in which the services are performed.

        INCOME TAXES: The Company accounts for income taxes using an asset and liability
        method which generally requires recognition of deferred tax assets and
        liabilities for the expected future tax effects of events that have been
        included in the financial statements or tax returns. Under this method, deferred
        tax assets and liabilities are recognized for the future tax effects of
        differences between tax bases of assets and liabilities, and financial reporting
        amounts, based upon enacted tax laws and statutory rates applicable to the
        periods in which the differences are expected to affect taxable income. The
        Company evaluates the likelihood of realization of deferred tax assets and
        provides an allowance where, in management's opinion, it is more likely than not
        that the asset will not be realized.

        ADVERTISING: Advertising costs are expensed as incurred and totaled $19,769 for
        the year ended December 31, 2004. No advertising costs were incurred for the
        year ended December 31, 2003.

        USE OF ESTIMATES: The preparation of financial statements in conformity with
        generally accepted accounting principles requires management to make estimates
        and assumptions that affect the reported amounts of assets and liabilities at
        the date of the financial statements and reported amounts of revenues and
        expenses during the reporting period. Actual results could differ from those
        estimates.

        STOCK-BASED COMPENSATION: Statement of Financial Accounting Standards No. 123,
        "Accounting for Stock-Based Compensation" ("SFAS 123"), allows companies to
        account for stock-based compensation either under the provision of SFAS 123 or
        under the provision of Accounting Principles Board Opinion No. 25, "Accounting
        for Stock Issued to Employees" ("APB 25"), as amended by FASB Interpretation No.
        44, "Accounting for Certain Transaction Involving Stock Compensation (an
        Interpretation of APB Opinion No. 25)," but requires pro forma disclosure in the
        footnotes to the financial statements as if the measurement provisions of SFAS
        123 had been adopted. The Company has elected to account for its stock-based
        compensation in accordance with the provision of APB 25. The following table
        illustrates the effect on loss attributable to holders of common stock and loss
        per share if the Company had applied the fair value recognition provisions of
        SFAS 123:



56 of 152
                                          2004           2003
                                       ------------   ------------
        Loss attributable to holders of
          common stock                             $(743,162)       $(1,824,368)
        Compensation expense based on fair
          value, net of related tax effects              98,568         107,684
        --------------------------------------------------------------------------
        PRO FORMA LOSS
          ATTRIBUTABLE TO HOLDERS OF
          OF COMMON STOCK                               $(841,730)       $(1,932,052)
        ==========================================================================
        Basic and diluted net loss per
          share attributable to holders of common
          stock as reported                        $ (0.06)      $     (0.15)
        ==========================================================================
          Pro forma                              $ (0.07)      $     (0.16)
        ==========================================================================

        Stock options and warrants granted to non-employees are accounted for in
        accordance with SFAS 123 and the Emerging Issues Task Force Consensus No. 96-18,
        "ACCOUNTING FOR EQUITY INSTRUMENTS THAT ARE ISSUED TO OTHER THAN EMPLOYEES FOR
        ACQUIRING, OR IN CONJUNCTION WITH SELLING, GOODS OR SERVICES," which requires
        the value of the options to be periodically re-measured as they vest over a
        performance period.

        The fair value of each option/warrant granted is estimated on the date of grant
        using the Black-Scholes option-pricing model with the following weighted-average
        assumptions used for grants in 2003: expected volatility of 63%; expected
        dividend yield of 0%; risk-free interest rate of 4.5% and expected lives of five
        to ten years, as applicable. No options or warrants were granted in 2004.

        FAIR VALUE OF FINANCIAL INSTRUMENTS: The fair value of the financial instruments
        included in the consolidated financial statements, except as otherwise discussed
        in the notes to financial statements, approximates their carrying value.

        BUSINESS SEGMENTS: As described above, the Company's activities are directed in
        the field of hypothermic solutions. As of December 31, 2004 and 2003 this is the
        Company's only business segment.

                                  14

                                              [BIOLIFE SOLUTIONS LOGO]


        RECLASSIFICATIONS: Certain reclassifications have been made in the 2003
        financial statements to conform to the 2004 presentation.

        RECENT PRONOUNCEMENTS: In November 2004, the Financial Accounting Standards
        Board (FASB) issued SFAS No. 151, "Inventory Costs." This Statement amends the
        guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the
        accounting for abnormal amounts of idle facility expense, freight, handling
        costs, and wasted material (spoilage). In addition, this statement requires that
        allocation of fixed production overhead to the costs of conversion be based on
        the normal capacity of the production facilities. The provisions of this
        statement will be effective for the Company beginning with its fiscal year
        ending 2006. The adoption of this standard is not expected to have any material
        impact on the Company's financial position, results of operations or cash flows.

        In December 2004, the FASB issued SFAS No. 152, "Accounting for Real Estate
        Time-Sharing Transactions." This statement will not have any effect on the
        Company's financial positions, results of operations or cash flows.

        In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets



57 of 152
        - an amendment of APB Opinion No. 29." This statement amended APB Opinion 29 to
        eliminate the exception for non-monetary exchanges of similar productive assets
        and replaces it with a general exception for exchanges of non-monetary assets
        that do not have commercial substance. A non-monetary exchange has commercial
        substance if the future cash flows of the entity are expected to change
        significantly as a result of the exchange. The adoption of this standard is not
        expected to have any material impact on the Company's financial position,
        results of operations or cash flows.

        In December 2004, the FASB issued SFAS 123 (revised 2004) "Share-Based Payment."
        This statement requires that the cost resulting from all share-based
        transactions be recorded in the financial statements. The statement establishes
        fair value as the measurement objective in accounting for share-based payment
        arrangements. The statement replaces SFAS 123 "Accounting for Stock-Based
        Compensation" and supersedes APB Opinion No. 25 "Accounting for Stock Issued to
        Employees". The provisions of this statement will be effective for the Company
        beginning with its year ending December 31, 2006. Refer to the stock based
        compensation information presented earlier in this note for discussion of the
        methodology. The impact cannot be determined as the pronouncement only applies
        to grants made in 2006 and later.

        NOTE 2 - FINANCIAL CONDITION

        The Company has been unable to generate sufficient income from operations in
        order to meet its operating needs. This raises doubt about the Company's ability
        to continue as a going concern.

        On February 25, 2004, the Company settled its lawsuit with Endocare and
        collected $1,887,474 in damages, including interest and legal fees reimbursement
        (See Note 3). This settlement improved the Company's cash position and enabled
        it to pay many of its outstanding liabilities. The Company has focused on
        generating product sales in 2004 and will continue to focus on this in the
        future. However, the Company can make no assurances that it will be successful
        in generating adequate product sales to sustain itself. The Company may need to
        raise additional capital. Furthermore, any additional equity financing may be
        dilutive to stockholders, and debt financing, if available, may involve
        restrictive covenants. Other arrangements, if necessary to raise additional
        funds, may require the Company to relinquish rights to certain of its
        technologies, products, marketing territories or other assets. The failure to
        generate adequate product sales or raise additional capital when needed will
        have a significant negative effect on the Company's financial condition and may
        force the Company to curtail or cease its activities.

        These financial statements assume that the Company will continue as a going
        concern. If the Company is unable to continue as a going concern, the Company
        may be unable to realize its assets and discharge its liabilities in the normal
        course of business. The financial statements do not include any adjustments
        relating to the recoverability and classification of recorded asset amounts or
        to amounts and classification of liabilities that may be necessary should the
        Company be unable to continue as a going concern.

        NOTE 3 - SALE OF CRYOSURGICAL ASSETS

        On June 25, 2002 the Company completed the sale of its cryosurgery product line
        and related intellectual property assets to Irvine, California-based Endocare,
        Inc. In the transaction, which was originally announced on May 29, 2002, the
        Company transferred ownership of all of its cryosurgical installed base,
        inventory, and related intellectual property, in exchange for $2,200,000 in cash
        and 120,022 shares of restricted Endocare common stock. Subsequent to closing,
        the Company initiated legal proceedings against Endocare, Inc., arising out of
        Endocare's failure to register the 120,022 shares of its stock (the "Stock"). In
        the lawsuit, the Company claimed damages of $1,648,935, comprising the proceeds
        that could have been realized had Endocare properly registered the Stock within
        the time frame set forth in the Registration Rights Agreement entered into



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        between the

                                  15

        parties. Endocare filed an answer and counterclaim, seeking damages of over
        $5,000,000 as a result of various alleged breaches by the Company of the Asset
        Purchase Agreement entered into between the parties. Trial in this matter began
        on March 31, 2003 and concluded on April 3, 2003. On October 10, 2003, the Court
        issued a Final Order and Judgment in favor of the Company in the amount of
        $1,648,935 plus prejudgment interest. On February 25, 2004, the Company
        collected $1,887,474 from Endocare for damages, interest, and legal fees.

        NOTE 4 - INVENTORIES

        Inventories consist of the following at December 31, 2004 and 2003:

                        2004       2003
                      -------   -------

        Raw materials          $46,340      $20,309
        Finished goods          47,979      19,496
        ------------------------------------------
        TOTAL               $94,319       $39,805
        ==========================================

        NOTE 5 - LEGAL SETTLEMENT RECEIVABLE

        The Company classifies its marketable securities as "available-for-sale" as
        defined under Financial Accounting Standard No. 115, "Accounting for Certain
        Investments in Debt and Equity Securities." At December 31, 2002, the Company's
        marketable securities consisted of 120,022 shares of Endocare restricted common
        stock that were received in connection with the sale of Cryosurgical assets (See
        Note 3). Pursuant to the terms of the sale, Endocare was required to have filed
        a registration statement with the SEC covering the sale of the shares by
        September 22, 2002, thereby removing the restriction. The registration statement
        was never filed. As a result, the Company engaged in litigation in connection
        with such failure to file the registration statement (See Note 3). Given the
        lack of marketability due to the restriction, the uncertainty of pending
        litigation against Endocare and the significant decline of Endocare's stock
        price, the Company considered the value of the securities to have temporarily
        declined at December 31, 2002, and recorded an unrealized loss of $1,434,263 in
        the Statement of Comprehensive Loss for the year then ended. On October 10,
        2003, the Company was awarded $1,648,935 plus accrued interest and the ability
        to petition the Court for its reasonable legal fees. On February 25, 2004, the
        Company settled all of its claims against Endocare, including legal fees, and
        collected $1,887,474 from Endocare for damages, legal fees, and interest though
        the date of settlement. In addition, the Company surrendered the 120,022 shares
        back to Endocare. Accordingly, at December 31, 2003, the Company recorded a
        receivable for $1,871,945 for the settlement and the previously recorded
        unrealized loss of $1,434,263 was removed from other comprehensive loss.

        NOTE 6 - NOTES PAYABLE

        At December 31, 2004 and 2003, notes payable consisted of the following:

                                              2004       2003
                                            --------   --------

        NOTES PAYABLE - RELATED PARTIES:
        Note payable to stockholder, unsecured, bearing
         interest at 10%, due April 2004. The note
         granted a warrant to the payee to purchase
         1,000,000 shares of common stock at $0.25 per
         share (subsequently changed to $0.08), as



59 of 152
            additional consideration for the loan (See
            Note 8)                                 $  --        $250,000

        Note payable to stockholder, unsecured, bearing
         interest at 10%, due March 2004. The note
         granted a warrant to the payee to purchase
         500,000 shares of common stock at $0.08 per
         share, as additional consideration for the loan
         (See Note 8)                                  --          100,000

        Note payable to stockholder, unsecured, bearing
         interest at 10%, due May 2004. The note
         granted a warrant to the payee to purchase
         500,000 shares of common stock at $0.08 per
         share, as additional consideration for the loan
         (See Note 8)                                  --          100,000

        Note payable to stockholder, unsecured, bearing
         interest at 10%, due May 2004. The note
         granted a warrant to the payee to purchase
         250,000 shares of common stock at $0.08 per
         share, as additional consideration for the loan
         (See Note 8)                                  --           50,000

        Note payable to stockholder, unsecured, bearing
          interest at 10%, due May 2004. The note
          granted a warrant to the payee to purchase
          750,00 shares of common stock at $0.08 per
          share, as additional consideration for the loan
          (See Note 8)                                       --     150,000
        ----------------------------------------------------------------------------
        TOTAL NOTES PAYABLE
             - RELATED PARTIES                                   --    650,000

        NOTES PAYABLE - OTHER:
        Note payable to equipment vendor, unsecured,
          noninterest bearing, payable in monthly
          installments of $10,000, due October 2003
          The Company is currently in default on the
          note                                           --      55,524
        ----------------------------------------------------------------------------
        TOTAL NOTES PAYABLE                                    $    --    $705,524
        ============================================================================

                                      16

                                                   [BIOLIFE SOLUTIONS LOGO]


        NOTE 7 - INCOME TAXES

        Income tax (benefit) reconciled to tax calculated at statutory rates is as
        follows:

                                                2004          2003
                                              ---------    ---------

        Federal taxes (benefit) at statutory rate       $(252,675)    $(443,145)
        State income taxes (benefit), net of federal
          expense/benefit                          (36,787)     (60,216)
        Expiration of net of operating loss
          carryforwards                           183,758          --
        Expiration of tax credits                    20,000         --
        Change in valuation allowance                    83,424      523,537



60 of 152
        Other                                       2,280        (20,176)
        -------------------------------------------------------------------------

        PROVISION FOR INCOME TAXES, NET $  --  $   --
        =========================================================================

        The components of the deferred tax asset at December 31, 2004 and 2003, are as
        follows:

        Net operating loss carryforwards                $14,043,789 $13,972,330
        Tax credits                                697,000         717,000
        Accrued Compensation                              44,137         19,026
        -------------------------------------------------------------------------
        Total                                  14,784,926       14,708,356

        Deferred tax liabilities, depreciation             (2,884)       (9,738)

        Less: Valuation allowance                     (14,782,042) (14,698,618)
        -------------------------------------------------------------------------

        NET DEFERRED TAX ASSET      $    -- $   --
        =========================================================================

        The Company provides a valuation allowance for deferred tax assets when, in its
        opinion, is more likely than not that they will not be realized.

        The Company has the following net operating loss and research and development
        (R&D) tax credit carryforwards available at December 31, 2004:

                                          R&D
               Year of      Net Operating         Tax
              Expiration         Losses        Credits
            -------------- -------------- --------------
                2005            1,747,000          42,000
                2006            2,523,000          88,000
                2007            4,505,000         125,000
                2008            5,893,000         150,000
                2009            1,431,000         114,000
                2010            1,562,000         145,000
                2011            5,277,000          33,000
                2012            1,570,000              --
                2013            1,425,000              --
                2014            1,234,000              --
                2020            2,849,000              --
                2021            4,168,000              --
                2023            1,217,000              --
                2024             655,000              --
            -----------------------------------------------
              TOTAL            $36,056,000         $ 697,000
            ===============================================

        In the event of a significant change in the ownership of the Company, the
        utilization of such loss and tax credit carryforwards could be substantially
        limited.

        NOTE 8 - STOCKHOLDERS' EQUITY

        The Company has granted options and warrants to consultants and others who have
        provided services to the Company at an exercise price per share not less than
        the market price of the common stock on the date of grant. The expiration of
        such options and warrants range from one to ten years with various vesting
        arrangements.

        PREFERRED SERIES F STOCK: In October 2001, the Company completed a private



61 of 152
        placement of 5,000 Units, raising approximately $1,000,000. Each Unit was priced
        at $200.01 and consisted of two shares of Series F convertible preferred stock,
        convertible into 800 shares of common stock, and one warrant to purchase 400
        shares of common stock at $0.375 per share, on or before October 2006. The
        Company retained an advisor to assist the Company in finding qualified investors
        to purchase the Units. The Advisor was entitled to a finder's fee equal to 10
        percent of the monies received by the Company, payable in Units valued at
        $200.01 per Unit. The Advisor was also entitled to a cash fee of 7 percent with
        respect to the monies received by the Company upon exercise of the warrants. The
        Units were placed with investors in the United States and Europe, and the sales
        of the Units were exempt from Registration




                                   17

        under the Securities Act pursuant to Rule 506 of Regulation D and Rule 903 of
        Regulation S.

        In December 2001, the Company received an additional $200,000 after completing a
        private placement of an additional 1,000 Units under the same terms as the Units
        issued in October 2001.

        In connection with the private placement of Units in 2001, the Company issued
        warrants to purchase 240,000 shares of the Company's common stock to the
        Advisor.

        The key rights of the Series F convertible preferred stock, par value $0.001,
        issued in the Unit financing include the following:

        Dividends - Series F preferred stockholders are entitled to annual cumulative
        dividends at the rate of $10.00 per share payable in the Company's common stock.
        The number of common shares to be issued for dividend purposes is based upon the
        market value of the common stock on the date such dividends are declared. No
        dividends were declared or paid during 2004 and 2003 on the preferred stock. The
        Series F preferred is adjusted for dividends paid to common stockholders so that
        each preferred stockholder will receive the same number of shares of common
        stock which the stockholder would have owned or been entitled to receive before
        the dividend. At December 31, 2004 and 2003 dividends in arrears on the
        cumulative preferred stock were $390,000 and $270,000, respectively.

        Conversion Rights - Each Series F preferred share is convertible, at any time,
        into 400 shares of common stock. In the event the closing price for the common
        stock is $0.75 or greater for 10 consecutive trading days, the Series F
        preferred stock shall automatically be converted into common stock at 400 shares
        of common stock for each share of preferred stock.

        Voting Rights - The Series F preferred stock has full voting rights on all
        matters that holders of common stock are entitled to vote and are entitled to
        one vote for each share of common stock into which the Series F preferred stock
        held is convertible. In the event of a proposed dissolution, liquidation or
        winding up of the Company, or a sale of all or substantially all of the assets
        of the Company (other than in connection with a consolidation or merger), the
        affirmative vote of the holders of at least two thirds of the outstanding shares
        of Series F preferred stock is required.

        Senior Ranking - The Company may not issue a security with rights and
        preferences that are senior to those of the holders of Series F preferred stock.
        Series F preferred stock and Series G preferred stock are equal in their
        seniority.

        Liquidation Preference - In the event of any liquidation, dissolution, or
        winding up of the Company, the Series F preferred stockholders are entitled to
        receive, before any distribution to any other class of stock ranking junior to



62 of 152
        the Series F preferred stock, liquidating distribution in the amount of $150.00
        per share and all unpaid dividends.

        PREFERRED SERIES G STOCK: In December 2003, the Company completed a private
        placement of 55.125 Units, raising $1,226,533 in cash, net of issuance costs of
        $23,467 and $128,125 as payment of accrued salaries to certain employees. Each
        Unit was priced at $25,000 and consisted of one share of Series G convertible
        non-redeemable preferred stock, convertible into 312,500 shares of common stock,
        and one warrant to purchase 312,500 shares of common stock at $0.08 per share,
        on or before October 2013. The Units were placed with investors in the United
        States and Europe, and the sales of the Units were exempt from Registration
        under the Securities Act pursuant to Rule 506 of Regulation D and Rule 903 of
        Regulation S.

        In connection with the issuance of the Series G preferred stock, the Company has
        recorded a deemed dividend of $521,000 in accordance with the accounting
        requirements for a beneficial conversion feature. The proceeds received in the
        Series G offering were first allocated between the convertible instrument and
        the Series G warrant on a relative fair value basis. A calculation then was
        performed to determine the difference between the effective conversion price and
        the fair market value of the Common Stock at the date of issuance.

        The key rights of the Series G convertible preferred stock, par value $0.001,
        issued in the Unit financing include the following:

        Dividends - Series G preferred stockholders are entitled to annual cumulative
        dividends at the rate of $1,875 per share payable at the option of the Company
        in cash or shares of common stock. The number of common shares to be issued for
        dividend purposes is based upon the average market value of the common stock for
        the thirty calendar days immediately prior to the date such dividends are
        declared. No dividends have been declared or paid on the preferred stock. At
        December 31, 2004 and 2003 dividends in arrears on the cumulative preferred
        stock were $113,821 and $10,462, respectively.

        Conversion Rights - Each Series G preferred share is convertible, at any time,
        into 312,500 shares of common stock and the Company will reserve authorized and
        unissued shares of common stock in the event of conversion. The conversion ratio
        is subject to equitable adjustment for stock splits, stock dividends,
        combinations or similar transactions.

                                   18

                                              [BIOLIFE SOLUTIONS LOGO]


        Voting Rights - The Series G preferred stock has full voting rights on all
        matters that holders of common stock are entitled to vote and are entitled to
        one vote for each share of common stock into which the Series G preferred stock
        held is convertible. In the event of a proposed dissolution, liquidation or
        winding up of the Company, or a sale of all or substantially all of the assets
        of the Company (other than in connection with a consolidation or merger), the
        affirmative vote of the holders of at least two thirds of the outstanding shares
        of Series G preferred stock is required.

        Senior Ranking - The Company may not issue a security with rights and
        preferences that are senior to those of the holders of Series G preferred stock.
        Series G preferred stock and Series F preferred stock are equal in their
        seniority.

        Liquidation Preference - In the event of any liquidation, dissolution, or
        winding up of the Company, the Series G preferred stockholders are entitled to
        receive, before any distribution to any other class of stock ranking junior to
        the Series G preferred stock, liquidating distributions in the amount of $25,000
        per share and all unpaid dividends.



63 of 152
        WARRANTS: In August 2003, the Company issued to Breslow & Walker, LLP (Breslow),
        the Company's general counsel, and de Greef & Partners, LLC (deGreef), a
        consultant for the Company, five-year warrants, to purchase 282,910 and 252,500
        shares, respectively, of the Company's common stock at $0.08 per share for
        professional services rendered. The Company recorded additional paid-in capital
        of $47,589 and $139,677, respectively, to reflect the fair market value of the
        warrants issued and recorded a corresponding expense in the Company's Statement
        of Operations.

        In connection with the issuance of 12-month promissory notes in March and May
        2003, the Company issued four separate five-year warrants to purchase an
        aggregate of 2,000,000 shares of the Company's common stock at $0.08 per share.
        The Company recorded additional paid in capital of $211,713 to reflect the fair
        market value of the warrants issued. In addition, as a consideration for
        receiving a one-year extension for a note payable originally maturing in March
        2003, the Company reduced the exercise price of the warrant, issued with the
        note in March 2002, from $0.25 to $0.08. The Company recorded additional paid in
        capital of $74,595 to reflect the fair market value of the change in exercise
        price of the warrant.

        In August 2003, the Company issued six separate five-year warrants valued at
        $90,922 to purchase an aggregate of 1,022,885 shares of the Company's common
        stock at $0.08 per share to employees as a payment of accrued payroll
        liabilities for services performed.

        The following table summarizes warrant activity for the years ended December 31,
        2004 and 2003:

                                    Year Ended               Year Ended
                                  December 31, 2004            December 31, 2003
                                ----------------------- ----------------------
                                          Wgtd. Avg.              Wgtd. Avg.
                                           Exercise               Exercise
                                  Shares        Price      Shares       Price
        -------------------------------------------------------------------------------
        Outstanding at beginning
          of year                  27,268,858        $ 0.20     6,484,000       $0.61
        Granted                           --        --    20,784,858      $0.08
        Cancelled                      (2,000) $(2.00)               --      --
        -------------------------------------------           ----------
        Outstanding at end
          of year                  27,266,858        $ 0.20    27,268,858       $0.20
        ===========================================                                       ==========
        Warrants exercisable at
          year end                  27,266,858        $ 0.20    27,268,858       $0.20
        ===========================================                                       ==========

        STOCK COMPENSATION PLANS: The Company's 1988 Stock Option Plan was approved and
        adopted by the Board of Directors in July 1988 and had a term of ten years. The
        plan expired in 1998. The options are exercisable for up to ten years from the
        grant date.

        During 1998, the Company adopted the 1998 Stock Option Plan. Under the plan, an
        aggregate of 4,000,000 shares of common stock are reserved for issuance upon the
        exercise of options granted under the plan. During 2004, the Board of Directors
        approved an increase in the number of shares available for issuance to 7,500,000
        shares. The increase is subject to shareholder approval at the shareholder's
        meeting to be held in 2005. The purchase price of the common stock underlying
        each option may not be less than the fair market value at the date the option is
        granted (110% of fair market value for optionees that own more than 10% of the
        voting power of the Company). The options are exercisable for up to ten years
        from the grant date. The plan expires August 30, 2008.




64 of 152
                                      19

        The following is a summary of stock option activity under the plans for 2004 and
        2003, and the status of stock options outstanding and available under the plans
        at December 31, 2004 and 2003:

                                     Year Ended               Year Ended
                                  December 31, 2004             December 31, 2003
                                ----------------------- -----------------------
                                          Wgtd. Avg.              Avg. Wgtd.
                                           Exercise               Exercise
                                  Shares       Price       Shares       Price
                                -------------------------------------------------
        Outstanding at beginning          4,176,000      $ 0.49      4,216,000       $ 0.49
           of year
        Granted                          --        --         --       --
        Cancelled                    (20,000)      (10.63)       (40,000)      (1.25)
        --------------------------------------------------------------------------------
        Outstanding at end of year        4,156,000       $ 0.44      4,176,000      $ 0.49
        ============================================================================

        Stock options exercisable
           at year end            2,906,000 $ 0.52 2,376,000 $ 0.66
        ============================================================================

        The following table summarizes information about stock options outstanding at
        December 31, 2004:

                                         Weighted
                          Number              Average          Weighted
          Range of          Outstanding           Remaining          Average
          Exercise         at December           Contractual         Exercise
           Prices          31, 2004               Life         Price
        ------------------------------------------------------------------------

           $0.25            3,400,000              7.05           $0.25
            1.25             741,000              3.91           1.25
            2.50              15,000             2.11           2.50
        ------------------------------------------------------------------------

                  4,156,000    6.47    $0.44
        ========================================================================

        The Company has 25,000,000 shares of authorized common stock at December 31,
        2004 and 2003, of which 12,413,209 shares are issued. During 2003, the Board of
        Directors approved an increase in the authorized shares from 25,000,000 to
        100,000,000 subject to shareholders' approval. At December 31, 2004, there are
        53,449,421 of common stock that could be issued upon the conversion/exercise of
        stock warrants, options and convertible preferred stock. The following table
        summarizes the potential shares to be issued upon conversion/exercise of the
        above instruments:

        Series F preferred stock                             4,800,000
        Series G preferred stock                             17,226,563
        Common stock options                                   4,156,000
        Common stock warrants                                  27,266,858
        -------------------------------------------------------------------

        TOTAL                      53,449,421
        ===================================================================

        On December 27, 2004, the Board of Directors approved the granting of options to
        certain employees and consultants for the purchase of 910,000 shares of common
        stock at $.08 per share with 50% of the options vesting immediately and the



65 of 152
        balance vesting in 12 months. The options are subject to shareholder approval of
        increasing the Company's authorized stock as noted above.

        NOTE 9 - RELATED PARTY TRANSACTIONS

        The Company incurred $80,118 and $79,000 in legal fees during the years ended
        December 31, 2004 and 2003, respectively, for services provided by a law firm in
        which Howard S. Breslow, a director and stockholder of the Company, is a
        partner. For the year ended December 31, 2003, the Company also issued 282,910
        warrants exercisable at $0.08 per share as partial consideration for services
        rendered by the related party. At December 31, 2004 and 2003, accounts payable
        includes $28,027 and $67,396, respectively, due to the related party.

        On March 15, 2004, the Company entered into a three year research agreement (the
        "Agreement") with Cell Preservation Services, Inc. ("CPSI") to outsource to CPSI
        all of the Company's research that was funded through SBIR grants. CPSI is owned
        by a former employee of BioLife, who is also the son of the Chief Executive
        Officer of the Company. The Research Agreement established a format pursuant to
        which CPSI (a) took over the processing of existing applications of SBIR grants
        applied for by BioLife, (b) applied for additional SBIR grants for future
        research projects, (c) performed a substantial portion of the principal work to
        be done, in terms of (i) time spent, and (ii) research, in connection with
        existing and future projects, and (d) utilize BioLife personnel as consultants
        with respect to the research. In conjunction therewith, BioLife granted to CPSI
        a non-exclusive, royalty free license (with no right to sublicense) to use
        BioLife's technology solely for the purpose of conducting the research in
        connection with the projects. Pursuant to the Research Agreement, BioLife
        provides CPSI with (a) facilities in which to conduct the research, including
        basic research equipment and office equipment, and (b) management services.
        During the year ended December 31, 2004, the Company recognized $117,858 and
        $64,822 for facilities and management services, respectively. At December 31,
        2004, the Company was due $2,290 from CPSI.

        In January 2004, BioLife signed a 3 year lease with Field Afar Properties, LLC
        whereby BioLife leases 6,161 square feet of office, laboratory, and
        manufacturing space in Owego, NY at a rental rate of $6,200 per month.
        Renovation of the new facility was completed in April 2004. The Company's Chief
        Executive Officer is a partial owner of Field Afar Properties, LLC.

                                     20

                                                 [BIOLIFE SOLUTIONS LOGO]


        See Note 8 for other related party financing transactions.


        NOTE 10 - COMMITMENTS

        LEASES: The Company leases equipment as lessee, under operating leases expiring
        on various dates through 2005. The leases require monthly payments of
        approximately $2,340.

        The following is a schedule of future minimum lease payments required under the
        operating leases:

          Year Ending                  Office
          December 31       Equipment        (Note 9)       Total
        -------------------------------------------------------
            2005         $ 14,273       $ 74,400       $ 88,673
            2006              --       74,400        74,400
            2007              --       12,400        12,400
        -------------------------------------------------------
        TOTAL            $ 14,273        $ 161,200       $175,473



66 of 152
        =======================================================

        Rental expense for facilities and equipment operating leases for the years ended
        December 31, 2004 and 2003, totaled $86,647 and $51,014, respectively.

        EMPLOYMENT AGREEMENT: The Company has an employment agreement with the CEO of
        the Company which expires in June 2005, and is renewable for an additional year.
        The agreement provides for certain minimum compensation per month and incentive
        bonuses at the discretion of the Board of Directors. The officer received
        incentive stock options to purchase shares of the Company's common stock, which
        are included in the table in Note 8.

        NOTE 11 - CONCENTRATION OF RISK

        SIGNIFICANT CUSTOMERS: Sales to individual customers representing more than 10%
        of total revenues totaled approximately $396,000 and $84,000 in 2004 and 2003,
        respectively. These amounts represent sales to three customers in 2004 and one
        customer in 2003. Of the $396,000 in 2004, approximately $197,000 was derived
        from management fees, facilities fees, and product sales to CPSI, a related
        party (See Note 9). Pursuant to the Research Agreement BioLife provides CPSI
        with (a) facilities in which to conduct the research including basic research
        equipment and office equipment, and (b) management services. During the year
        ended December 31, 2004, the Company recognized $117,858 and $64,822 for
        facilities and management services, respectively.

        At December 31, 2004, three customers accounted for approximately 85% of total
        accounts receivable, and at December 31, 2003, three customers accounted for
        approximately 71% of total accounts receivable.

                                   21

                                               [BIOLIFE SOLUTIONS LOGO]


        CORPORATE INFORMATION

        EXECUTIVE OFFICES
        171 Front Street
        Owego, NY 13827

        DIRECTORS AND EXECUTIVE OFFICERS

        John G. Baust
        President, Chief Executive Officer and Director

        Howard S. Breslow, Esq.
        Director, Secretary

        Roderick de Greef
        Director

        Thomas Girschweiler
        Director


        AUDITORS

        Aronson & Company
        Certified Public Accountants
        700 King Farm Boulevard
        Rockville, MD 20850


        LEGAL COUNSEL



67 of 152
        Breslow & Walker, LLP
        767 Third Avenue
        New York, NY 10017


        TRANSFER AGENT

        American Stock Transfer & Trust Company
        59 Maiden Lane
        New York, NY 10038


        STOCK LISTING

        The Common Stock trades on the OTC Bulletin Board under the symbol "BLFS." The
        following table sets forth the high and low closing prices for the Common Stock
        for the periods indicated.

        QUARTERLY COMMON STOCK DATA
        HIGH AND LOW BID

        ------------------------------------------------
        FISCAL 2004               HIGH             LOW
        ------------------------------------------------
        1st Quarter             $0.24            $0.08
        2nd Quarter              $0.23            $0.14
        3rd Quarter             $0.19            $0.13
        4th Quarter             $0.14            $0.07

        ------------------------------------------------
        FISCAL 2003               HIGH             LOW
        ------------------------------------------------
        1st Quarter             $0.17            $0.11
        2nd Quarter              $0.22            $0.11
        3rd Quarter             $0.15            $0.08
        4th Quarter             $0.18            $0.08


               The above quotations represent prices between dealers, do not include
        retail mark-ups, markdowns, or commissions and do not necessarily reflect actual
        transactions.

              As of July 30, 2005 there were approximately 549 holders of record of
        Common Stock. Since many shares are registered in street name, the number of
        beneficial owners is considerably higher.

               The Company has never paid cash dividends on its Common Stock. Payment
        of dividends, if any, will be within the discretion of the Company's Board of
        Directors and will depend, among other factors, on earnings, capital
        requirements, and the operating and financial condition of the Company. At the
        present time, the Company's anticipated capital requirements are such that it
        intends to follow a policy of retaining earnings, if any, in order to finance
        its business.

        FORM 10-KSB

        Copies of the Company's Annual Report on Form 10-KSB, as filed with the
        Securities and Exchange Commission (exclusive of exhibits) may be obtained,
        without charge, by writing to:

              BIOLIFE SOLUTIONS, INC.
              171 FRONT STREET
              OWEGO, NY 13827



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                ATTN: DR. JOHN G. BAUST

            Filings - Form DEF 14A BIOLIFE SOLUTIONS INC For: Sep 28 (10K)


                                  SCHEDULE 14A
                                 (RULE 14A-101)

                        INFORMATION REQUIRED IN PROXY STATEMENT

                             SCHEDULE 14A INFORMATION

                     PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
                          SECURITIES EXCHANGE ACT OF 1934

        Filed by the Registrant|X|
        Filed by a Party other than the Registrant [ ]

        Check the appropriate box:
        [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
        [X] Definitive Proxy Statement         Only (as permitted by Rule 14a-6(e)(2))
        [ ] Definitive Additional Materials
        [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                               Biolife Solutions, Inc.
        --------------------------------------------------------------------------------
                    (Name of Registrant as Specified in Its Charter)


        --------------------------------------------------------------------------------
           (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

        Payment of Filing Fee (Check the appropriate box):

              |X|    No fee required.

              []    Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
                    0-11.

              (1)   Title of each class of securities to which transaction applies:

        --------------------------------------------------------------------------------
             (2) Aggregate number of securities to which transaction applies:

        --------------------------------------------------------------------------------
             (3) Per unit price or other underlying value of transaction computed
                   pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
                   the filing fee is calculated and state how it was determined):

        --------------------------------------------------------------------------------
             (4) Proposed maximum aggregate value of transaction:

        --------------------------------------------------------------------------------
             (5) Total fee paid:

        --------------------------------------------------------------------------------
             [ ] Fee paid previously with preliminary materials.

        --------------------------------------------------------------------------------
             [ ] Check box if any part of the fee is offset as provided by Exchange
                   Act Rule 0-11(a)(2) and identify the filing for which the
                   offsetting fee was paid previously. Identify the previous filing
                   by registration statement number, or the Form or Schedule and the
                   date of its filing.



69 of 152
             (1)    Amount Previously Paid:

        --------------------------------------------------------------------------------
             (2) Form, Schedule or Registration Statement No.:

        --------------------------------------------------------------------------------
             (3) Filing Party:

        --------------------------------------------------------------------------------
             (4) Date Filed:

        --------------------------------------------------------------------------------



                              BIOLIFE SOLUTIONS, INC.
                                171 Front Street
                                 Owego, NY 13827
                                 --------------

                       NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                         TO BE HELD ON SEPTEMBER 28, 2005

        To the Stockholders of
        BIOLIFE SOLUTIONS, INC.

        Notice is hereby given that the Annual Meeting of Stockholders of BioLife
        Solutions, Inc., a Delaware corporation (the "Company"), will be held at the
        offices of Breslow & Walker, LLP, 767 Third Avenue, New York, NY 10017, on
        September 28, 2005, at 10:00 am, Eastern Standard Time, for the following
        purposes:

             1.     To elect a board of four directors to serve until the next Annual
                   Meeting of Stockholders and until their successors are duly
                   elected and qualified.

             2.     To approve an amendment to the Company's Certificate of
                   Incorporation to increase the number of authorized shares of
                   common stock from 25,000,000 to 100,000,000.

             3.     To approve an amendment to the Company's 1998 Stock Option Plan to
                   increase the number of shares of common stock reserved for
                   issuance thereunder from 4,000,000 to 10,000,000.

             4.     To ratify the appointment of Aronson & Company to serve as
                   independent auditors for the year ending December 31, 2005.

             5.    To transact such other business as may properly come before the
                   meeting or any postponements or adjournments thereof.

        The Board of Directors has fixed the close of business on August 19, 2005 as the
        record date for the determination of stockholders entitled to notice of and to
        vote at the Annual Meeting or any adjournments thereof.

        ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. WHETHER OR
        NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO COMPLETE, SIGN, AND DATE
        THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. IF YOU
        ATTEND THE MEETING, YOU MAY VOTE YOUR SHARES IN PERSON IF YOU WISH TO DO SO,
        EVEN IF YOU HAVE SIGNED AND RETURNED YOUR PROXY CARD.

                                       By Order of the Board of Directors,

                                       -------------------------------



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                                  John G. Baust, President

                                  Owego, New York
                                  August 26, 2005

                   IT IS IMPORTANT THAT THE ENCLOSED PROXY FORM
                       BE COMPLETED AND RETURNED PROMPTLY




                          BIOLIFE SOLUTIONS, INC.
                            171 FRONT STREET
                             OWEGO, NY 13827

                             ---------------

                             PROXY STATEMENT

                             ---------------

                        ANNUAL MEETING OF STOCKHOLDERS

                         TO BE HELD SEPTEMBER 28, 2005

                          SOLICITATION OF PROXIES

        This Proxy Statement is furnished in connection with the solicitation by the
        Board of Directors of BioLife Solutions, Inc., a Delaware corporation (the
        "Company"), of proxies to be voted at the Annual Meeting of Stockholders of the
        Company to be held on September 28, 2005 (the "Meeting"), at 10:00 a.m., Eastern
        Standard Time, at the offices of Breslow & Walker, LLP, 767 Third Avenue, New
        York, NY 10017, and at any adjournments thereof.

        A form of proxy is enclosed for use at the Meeting. The proxy may be revoked by
        a stockholder at any time before it is voted by execution of a proxy bearing a
        later date or by written notice to the Secretary of the Company before the
        Meeting, and any stockholder present at the Meeting may revoke his or her proxy
        thereat and vote in person if he or she desires. When such proxy is properly
        executed and returned, the shares of Common Stock, Series F Preferred Stock, and
        Series G Preferred Stock it represents will be voted at the Meeting in
        accordance with any instructions noted thereon. If no direction is indicated,
        all shares of Common Stock, Series F Preferred Stock, and Series G Preferred
        Stock represented by valid proxies received pursuant to this solicitation (and
        not revoked prior to exercise) will be voted (i) FOR the election of the
        nominees for directors named in this Proxy Statement, (ii) FOR the proposed
        amendment to the Certificate of Incorporation to increase the number of
        authorized shares of common stock from 25,000,000 to 100,000,000 (the "Common
        Stock Increase"), (iii) FOR the proposed amendment to the Company's 1998 Stock
        Option Plan to increase the number of shares of Common Stock reserved for
        issuance thereunder from 4,000,000 to 10,000,000 (the "Plan Increase"), and (iv)
        FOR the ratification of the appointment of Aronson & Company to serve as
        independent auditors for the year ending December 31, 2005, and (v) in
        accordance with the judgment of the persons named in the proxy as to such other
        matters as may properly come before the Meeting.

        The cost for soliciting proxies on behalf of the Board of Directors will be
        borne by the Company. In addition to solicitation by mail, proxies may be
        solicited in person or by telephone, telefax, or cable by personnel of the
        Company who will not receive any additional compensation for such solicitation.
        The Company may reimburse brokers or other persons holding stock in their names
        or the names of their nominees for the expenses of forwarding soliciting
        material to their principals and obtaining their proxies. The approximate date
        of mailing of this Proxy Statement and accompanying form of proxy is August 26,
        2005.



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        The close of business on August 19, 2005 has been fixed as the record date for
        the determination of stockholders entitled to notice of and to vote at the
        Meeting. On that date there were 12,413,209 shares of the Company's Common
        Stock, par value $.001 per share ("Common Stock"), issued and outstanding, each
        of which has one vote on each matter to be presented at the Meeting (the
        "Proposals"), 12,000 shares of the Company's Series F Convertible Preferred
        Stock, par value $.001 ("Series F Preferred Stock"), issued and outstanding,
        each of which has four hundred (400) votes on each Proposal, and 55.125 shares
        of the Company's Series G Convertible Preferred Stock, par value $.001 ("Series
        G Preferred Stock"), issued and outstanding, each of which has three hundred
        twelve thousand five hundred (312,500) votes on each Proposal. The holders of
        Common Stock, the holders of Series F Preferred Stock, and the holders of Series
        G Preferred Stock will vote together on the proposals as if they held one class
        of stock. The holders of stock representing a majority of the votes entitled to
        be cast at the Meeting, present in person or by proxy, will constitute a quorum
        for the transaction of business at the Meeting and any adjournments thereof.
        Election of the Directors requires a plurality of the votes entitled to be cast
        by holders of stock represented in person or by proxy at the Meeting. Approval
        of the Common Stock Increase Proposal requires the affirmative vote of the
        holders of stock representing a majority of the votes entitled to be cast at the
        Meeting. Approval of the Plan Increase Proposal and the ratification of the
        independent auditors requires the affirmative vote of the holders of stock
        representing a majority of shares present in person or represented by proxy at
        the Meeting and entitled to vote thereon.

        All votes will be tabulated by the inspector(s) of election appointed for the
        Meeting, who will separately tabulate affirmative and negative votes,
        abstentions and broker non-votes. Abstentions and broker non-votes shall each be
        included as shares present and voting for the purpose of determining whether a
        quorum is present at the Meeting. Abstentions will be counted toward the
        tabulation of votes cast on the Proposals and will have the same effect as
        negative votes. Broker non-votes are not counted in determining whether a
        Proposal has been approved.

                                   2


        PROPOSAL NO. 1 - ELECTION OF DIRECTORS
        --------------------------------------

        NOMINEES

        Four persons, all of whom are members of the present Board of Directors, are
        nominees for election at the Annual Meeting to hold office until the next annual
        meeting and until their respective successors are elected and qualified. Unless
        authority to vote for any director is withheld in a proxy, it is intended that
        each proxy will be voted for the four nominees named below.

        It is expected that all nominees will be able and willing to serve as directors.
        However, in the event that any nominee is unable or declines to serve as a
        director at the time of the Annual Meeting, the proxies will be voted for any
        nominee who shall be designated by the present Board of Directors to fill the
        vacancy. The Board of Directors has no reason to believe that any of the persons
        named will be unable or unwilling to serve as director if elected.

        REASON FOR SUBMISSION TO STOCKHOLDERS

        This Proposal is being submitted to stockholders to satisfy the requirements of
        the Delaware General Corporation Law.

        REQUIRED VOTE



72 of 152
        Approval of the nominees for election to the Board of Directors will require the
        affirmative vote of the holders of stock representing a plurality of the votes
        present at the Annual Meeting in person or by proxy and entitled to vote.

        THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF
        ALL NOMINEES LISTED TO THE BOARD OF DIRECTORS.

        NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

            Name                     Age     Present Office or Position
            ----                   ---   --------------------------

            John G. Baust, Ph.D.         62      Director, Chief Executive Officer

            Howard S. Breslow            65      Director, Secretary

            Roderick de Greef           43      Director

            Thomas Girschweiler           47     Director


        The following information is submitted concerning the nominees named for
        election as directors based upon information received by the Company from such
        persons.

                                   3


        John G. Baust, Ph.D., has been the President and Chief Executive Officer of the
        Company since July 2002. Previously he was Senior Vice President of Cryomedical
        Sciences, Inc. ("CMSI"), the Company's predecessor, since January 1995, Chief
        Scientific Officer since August 1993, Vice President, Research and Development
        from July 1990 to January 1995, and a consultant from April 1990 to July 1990.
        Dr. Baust became a director of CMSI on October 13, 2000. Since 1987, Dr. Baust
        has also been a Professor and the Director of the Center for Cryobiological
        Research at the State University of New York at Binghamton, and since July 1994,
        Dr. Baust has also been Adjunct Professor of Surgery, Medical College of
        Pennsylvania. From 1984 to 1987, he was a Professor at, and the Director of, the
        Institute of Low Temperature Biology at the University of Houston.

        Howard S. Breslow has served as a director of the Company since July 1988. He
        has been a practicing attorney in New York City for 40 years and is a member of
        the law firm of Breslow & Walker, LLP, New York, New York, which firm serves as
        general counsel to the Company. Mr. Breslow currently serves as a director of
        Excel Technology, Inc., a publicly-held company engaged in the manufacture and
        marketing of photonics-based solutions, consisting of laser systems and
        electro-optical components, primarily for industrial and scientific
        applications, and Lucille Farms, Inc., a company engaged in the manufacture and
        marketing of dairy products.

        Roderick de Greef has served as a director of the Company since June 19, 2000.
        From March 2001 to present, Mr. de Greef has served as Executive Vice President,
        Chief Financial Officer and Secretary of Cardiac Sciences, Inc., a public
        company traded on NASDAQ, under the ticker "DFIB". Since 1995 Mr. de Greef has
        provided corporate finance advisory services to a number of early stage
        companies, including the Company, where he was instrumental in securing the
        Company's equity capital beginning in June 2000, and advising on merger and
        acquisition activity. From 1989 to 1995, Mr. de Greef was Vice President and
        Chief Financial Officer of BioAnalogics, Inc. and International BioAnalogics,
        Inc., publicly held, development stage medical technology companies located in
        Portland, Oregon. From 1986 to 1989, Mr. de Greef was Controller and then Chief
        Financial Officer of Brentwood Instruments, Inc., a publicly held cardiology
        products distribution company based in Torrance, California. Mr. de Greef has a



73 of 152
        B.A. in Economics and International Relations from California State University
        at San Francisco and an M.BA. from the University of Oregon.

        Thomas Girschweiler joined the Board in 2003. Mr. Girschweiler has been engaged
        in corporate financing activities on his own behalf since 1996. From 1981 to
        1996 he was an investment banker with Union Bank of Switzerland. Thomas
        Girschweiler was graduated at the Swiss Banking School.

        DIRECTOR COMPENSATION

        The Company has not compensated its directors for their services in such
        capacity, except that on May 12, 2005, each of the directors received a ten-year
        fully vested non-incentive stock option to purchase 250,000 shares of the
        Company's common stock at $0.08 per share.

                                  4


        BOARD MEETINGS

        The Board of Directors held meetings or acted by unanimous consent on fourteen
        (14) occasions during the twelve months ended December 31, 2004. Meetings were
        attended by all directors. Although the Company does not have a formal policy
        regarding attendance by the Board of Directors at the Company's Annual Meeting
        of Stockholders, it strongly encourages directors to attend. Because of
        financial constraints, the Company did not hold an Annual Meeting of
        Stockholders last year.

        BOARD COMMITTEES

        AUDIT COMMITTEE. The Board of Directors does not have an audit committee or an
        audit committee financial expert. The Company does believe, based on its current
        operations, that the failure to have such a committee or expert is material to
        the integrity of the financial statements of the Company.

        COMPENSATION COMMITTEE. The Board of Directors does not have a compensation
        committee. Management compensation for fiscal year 2004 was determined by the
        non-employee members of the Board of Directors.

        NOMINATING COMMITTEE. The Board of Directors has no standing nominating
        committee. The Company believes that obtaining input from all of its directors
        in connection with Board nominations enhances the nomination process. The
        Company currently does not have a charter with regard to the nomination process.
        The nominations of the directors standing for election or re-election at the
        Meeting were unanimously recommended for selection by the independent directors
        (as defined by NASDAQ rules), and were unanimously approved by the Board of
        Directors.

        The Company does not have a formal policy concerning stockholder recommendations
        of nominees to the Board of Directors. The need for such a policy has not arisen
        since, to date, the Company has not received any recommendations from
        stockholders requesting that the Board of Directors consider a candidate for
        inclusion among the Board's slate of nominees in the Company's proxy statement.
        The absence of such a policy does not mean, however, that a recommendation would
        not have been considered had one been received. The Company will consider
        director candidates recommended by stockholders. Any stockholder desiring to
        make such a recommendation should send the recommendation, in writing, to the
        Corporate Secretary at the address of the Company set forth on the first page of
        this Proxy Statement, no later than the date by which stockholder proposals for
        action must be submitted. The recommendation should include the recommended
        candidate's biographical data, and should be accompanied by the candidate's
        written consent to nomination and to serving as a director, if elected.

        The Company's goal is to assemble a Board of Directors that brings to the



74 of 152
        Company a variety of perspectives and skills derived from business and
        professional experience. The Company does not have any formal rules or policies
        regarding minimum qualifications for nominees, but expects that its candidates
        be of the highest ethical character, share the values of the Company, have
        reputations, both personal and professional, consistent with the image and
        reputation of the

                                     5


        Company, be highly accomplished in their respective field, and possess the
        relevant expertise and experience necessary to assist the Board of Directors and
        the Company to increase stockholder value.

        The Board of Directors identifies nominees by first evaluating the current
        members of the Board of Directors willing to continue in service. Current
        members of the Board with skills and experience that are relevant to the
        Company's business and who are willing to continue in service are considered for
        re-nomination, balancing the value of continuity of service by existing members
        of the Board with that of obtaining a new perspective. If any member of the
        Board does not wish to continue in service or if the Board of Directors decides
        not to re-nominate a member for re-election, the Board of Directors will seek to
        identify nominees that possess the characteristics outlined above. Current
        members of the Board of Directors are polled for suggestions. Research also may
        be performed to identify qualified individuals. To date, the Company has not
        engaged third parties to identify, evaluate, or assist in identifying potential
        nominees, although the Company reserves the right in the future to retain a
        third party search firm, if necessary.

        In evaluating director nominees, the Board of Directors may consider the
        following factors:

            o   the appropriate size and the diversity of the Company's Board of
                Directors;

            o   the needs of the Company with respect to the particular talents and
                experience of its directors;

            o    the knowledge, skills and experience of nominees, including experience
                in technology, business, or finance, in light of prevailing business
                conditions and the knowledge, skills and experience already possessed by
                other members of the Board;

            o   familiarity with national and international business matters;

            o   experience with accounting rules and practices; and

            o   the need to satisfy governance and other standards set by the SEC.

        The Board of Directors may also consider such other factors as it may deem to be
        in the best interests of the Company and its stockholders.

        COMMUNICATING WITH DIRECTORS

        Stockholders may contact any of our directors or our Board of Directors as a
        group by writing to them c/o BioLife Solutions, Inc., 171 Front Street, Owego,
        NY 13827, Att: Dr. John G. Baust. All communications will be received, processed
        and forwarded to the directors by the Corporate Secretary. You will receive a
        written acknowledgement from the Corporate Secretary upon receipt of your
        communication if you include a return address.

                                     6




75 of 152
        EXECUTIVE OFFICERS OF THE REGISTRANT

        The executive officers of the Company are as follows:

               Name                     Age     Present Office or Position
               ----                   ---   --------------------------

               John G. Baust, Ph.D.           62      Chief Executive Officer, President


        Officers are appointed by, and hold office at the pleasure of, the Board of
        Directors. Officers serve at the discretion of the Board of Directors and are
        elected at the annual meeting of the Board of Directors.

                                      7


        EXECUTIVE COMPENSATION

        The following table sets forth certain information concerning the compensation
        paid by the Company to its Chief Executive Officer and to each of its executive
        officers (other than the Chief Executive Officer) who received salary and bonus
        payments in excess of $100,000 during the fiscal year ended December 31, 2004
        (collectively the "Named Executive Officers").

                                                  Annual Compensation                        Long Term Compensation
                                                                              --------------------------------------------------
                                          --------------------------------------
                                                                            Awards                    Payouts
                                                                     ----------------------- ------------------------
                                                         Other Annual Restricted
          Name and Principal        Fiscal      Salary      Bonus      Compensation            Stock     Options/      LTIP      All Other
             Positions           Year       ($)        ($)         ($)         Award(s) SARs (#)           Payouts Compensation
        ------------------------ --------- --------- --------- -------------- --------- ---------- -------- -------------
          John G. Baust, Ph.D        2004       240,000(1)      --         --             --         --       --         --
            Chief Executive
             Office,r           2003       240,000(2)      --     7,490 (3)            --         --       --         --
            President, and         2002      202,369        50,000     3,600 (3)             --     1,000,000       --         --
              Director

               Alan Rich         2004    174,587(4)   --                  7,200(3)         --     --      --          --
            VP Sales & Marketing    2003     150,000(5)              --         --           --   100,000      --           --
                              2002    15,000      --                 --              --      --    --       --


        (1) Consists of $176,490 paid compensation and $63,510 accrued salary paid in
           2005.

        (2) Consists of $170,654 paid compensation, $53,125 paid in 2.125 units of
           Series G Preferred Stock, and $16,221 accrued salary paid in 2004.

        (3) Represents auto allowance.

        (4) Consists of $150,000 paid compensation, $20,248 paid commissions, and
           $4,339 accrued commissions paid in 2005.

        (5) Consists of $103,846 paid compensation, $12,500 paid in 1.0 units of Series
           G Preferred Stock, and $33,654 accrued salary paid in 2004.


        OPTION/SAR GRANTS IN YEAR-ENDED DECEMBER 31, 2004

        In 2004, the Company issued no options to purchase shares of Common Stock to its
        Named Executive Officers.




76 of 152
                                      8


        AGGREGATED OPTION/SAR EXERCISES DURING THE 2004 FISCAL YEAR AND THE 2004 FISCAL
        YEAR OPTION/SAR VALUES

        The following table provides information related to options exercised by each of
        the Named Executive Officers during the 2004 fiscal year and the number and
        value of options held at December 31, 2004. The Company does not have any
        outstanding stock appreciation rights. None of the options were in the money at
        December 31, 2004.

                                                      Number of Securities          Value of Unexercised
                                                      Underlying Unexercised            in the money
                                                      Options/SAR at Fiscal        Options/SAR at Fiscal
                                                         Year End (#)              Year End ($)(1)
                                                    -------------------------- ---------------------------
                        Shares Acquired      Value
          Name              On Exercise(#) Realized($)           Exercisable Unexercisable Exercisable Unexercisable
        ----------        --------------- -----------      ----------- ------------- ----------- -------------
        John G. Baust, Ph.D.         --          --         1,542,000      1,000,000         --         --

        Alan F. Rich             --          --               --         --       --          --

        ----------------------------------------
            (1) The closing price for the Common Stock as reported on the OTC Bulletin
                Board on December 31, 2004 was $0.09. Value is calculated on the basis
                of the difference between the option exercise price and $0.09
                multiplied by the number of shares of Common Stock underlying the
                option.

            (2) Mr. Rich's employment relationship with the Company ended in February
               2005.


        EMPLOYMENT AGREEMENTS

        The Company has an employment agreement with its President and Chief Executive
        Officer, dated July 1, 2002, which was to expire on June 30, 2004, but which was
        automatically renewed for a one-year term. The agreement provides for a salary
        of $20,000 per month and an incentive bonus based on certain milestones, as
        determined by the Board of Directors. The officer also received a $50,000
        signing bonus in 2002 and ten-year incentive stock options to purchase 1,000,000
        shares of Common Stock, which options vest ratably over five years on the
        anniversary date of the grant. The agreement also provides an automobile
        allowance of $600 per month.

        The Company had an employment agreement with its Vice President, Sales and
        Marketing which expired on October 31, 2004. The agreement provided for a salary
        of $12,500 per month, an incentive bonus based on certain milestones, as
        determined by the Board of Directors, ten-year incentive stock options to
        purchase 400,000 shares of Common Stock vesting ratably over four years on the
        anniversary date of the grant, and an automobile allowance of $600 per month.
        Mr. Rich's employment relationship with the Company ended in February 2005.

        Every officer of the Company has executed a Proprietary Information and
        Inventions Agreement pursuant to which each agreed, among other things, to keep
        the Company's information confidential and assigned all inventions to the
        Company, except for certain personal inventions not related to the Company's
        work, whether existing or later developed.

                                      9




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        COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

        Management compensation for fiscal year 2004 was determined by the non-employee
        members of the Board. There were no compensation committee interlocks.

        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        Until 2004, the Company conducted its internal research through Small Business
        Innovative Research ("SBIR") grants awarded by the National Institutes of
        Health. In 2004, the Company elected to not continue to directly engage in the
        SBIR grant program. Accordingly, the Company entered into a Research Agreement
        with Cell Preservation Services, Inc. ("CPSI") to outsource to CPSI all BioLife
        research currently funded through SBIR grants. CPSI is owned by Dr. John M.
        Baust, a recognized expert in cell preservation, a former employee of BioLife
        and the son of John G. Baust, the CEO of BioLife. Robert Van Buskirk, formerly
        Vice President, Business Development of BioLife and the person primarily
        responsible for processing applications for SBIR grants for BioLife, also has
        left the employ of BioLife and joined CPSI. The Research Agreement, which was
        negotiated on an arms length basis and designed to comply with the rules and
        regulations applicable to the performance of research with respect to SBIR
        grants, establishes a format pursuant to which CPSI will (a) take over the
        processing of existing applications for SBIR grants applied for by BioLife
        ("Current Projects"), (b) apply for additional SBIR grants for future research
        projects ("Future Projects"), (c) perform a substantial portion of the principal
        work to be done, in terms of (i) time spent, and (ii) research, in connection
        with Current Projects and Future Projects (the "Research"), and (d) utilize
        BioLife personnel as consultants with respect to such Research. In conjunction
        therewith BioLife has granted to CPSI a non-exclusive, royalty free license
        (with no right to sublicense) to use BioLife's technology solely for the purpose
        of conducting the research in connection with the Current Projects and Future
        Projects. Pursuant to the Research Contract, (x) BioLife will, among other
        matters, provide CPSI with (i) suitable facilities in which to conduct the
        Research, including basic research equipment and office equipment
        ("Facilities"), and (ii) management services ("Management Services"), and (y)
        CPSI will (i) accept assignment of Current Projects, (ii) be responsible for
        conducting Research with respect to Current Projects and Future Projects, (iii)
        as mutually agreed to by the parties and within the confines of the rules and
        regulations applicable to the performance of Research with respect to SBIR
        grants, utilize BioLife's personnel as consultants, (iv) provide suitable
        experienced personnel, including, without limitation, a principal
        investigator/program director, to conduct the Research, (v) comply with all
        federal laws, rules and regulations applicable to SBIR grants and file all
        necessary forms and reports with the federal agency awarding the SBIR grants,
        and (vi) utilize the Facilities and Management Services and pay BioLife fees
        with respect thereto. BioLife is to own all right, title and interest in and to
        any technology, inventions, designs, ideas, and the like (whether or not
        patentable) that emanates from the Current Projects, Future Projects and
        Research.

        Howard S. Breslow, a director of the Company, is a member of Breslow & Walker,
        LLP, general


                                 10


        counsel to the Company. Mr. Breslow currently owns 53,600 shares of Common Stock
        of the Company and directly or indirectly owns options and warrants to purchase
        an aggregate of 2,477,910 additional shares. The Company incurred $80,118 in
        legal fees during the year ended December 31, 2004 for services provided by
        Breslow & Walker, LLP. At December 31, 2004 accounts payable includes $28,027
        due to Breslow & Walker, LLP.

        Thomas Girschweiler, a director of the Company, loaned the Company, in the form



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        of notes, $250,000, $100,000 and $100,000 in March 2002, March 2003 and May
        2003, respectively. The notes accrued interest at the rate of 10% per annum. On
        March 1, 2004, the Company paid Mr. Girschweiler $515,418, including principal
        and accrued interest, in satisfaction of the outstanding notes.

        REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION

        COMPENSATION GUIDELINES

            The Company is engaged in a highly competitive industry and must attain
        high levels of quality and safety in the formulation and production of its
        products. To succeed, the Company believes that it must offer executive
        compensation that reflects competitive pay practices of other companies and job
        responsibility, and enables the Company to attract, retain, and reward
        qualified, experienced executives. The Company also believes that any
        competitive pay package should be structured, in part, to align management's
        interests with the success of the Company by making a portion of compensation
        dependent on operating achievements and, to a lesser extent, on stock
        performance. The non-employee members of the Board of Directors have determined
        that these objectives are best met by offering the Company's executive officers
        competitive base salaries, stock options that vest over time, and, where
        appropriate, bonuses based on the achievement of milestones, as determined by
        the Board of Directors.

        CHIEF EXECUTIVE OFFICER COMPENSATION

            Based on the criteria described above, the non-employee members of the
        Board of Directors ratified the automatic renewal provision of Dr. Baust's
        employment contract in 2004. In making the determination, the non-employee
        directors considered several factors including the Company's revenues, losses,
        and cash-flow and future business prospects. Dr. Baust did not receive a bonus
        in 2004.


                                     Howard S. Breslow
                                     Roderick deGreef
                                     Thomas Girschweiler


                                    11


        BENEFICIAL OWNERSHIP OF THE COMPANY'S SECURITIES

        The following table sets forth, as of August 15, 2005, certain information
        regarding the beneficial ownership of Common Stock and Series F Preferred Stock
        and Series G Preferred Stock by (i) each stockholder known by the Company to be
        the beneficial owner of more than 5% of the outstanding shares thereof; (ii)
        each director of the Company; (iii) each Named Executive Officer of the Company;
        and (iv) all of the Company's current directors and executive officers as a
        group.

        Name and Address                             Common Stock            Series F Preferred    Series G Preferred
        of Beneficial Owner                         (% of class) (1)      (% of class)         (% of class)
        -------------------------------------------- --------------------- -------------------- ---------------------
        John G. Baust (Director, Executive Officer)
        c/o BioLife Solutions, Inc.
        171 Front Street                           3,640,525 (22.7%)(2) --                     2.125 (3.9%)
        Owego, NY 13827

        Howard S. Breslow, Esq. (Director)
        c/o Breslow & Walker, LLP
        767 Third Avenue                         2,531,510 (17.0%)(3)       --               -
        New York, NY 10017



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        Roderick de Greef (Director)
        c/o BioLife Solutions, Inc.
        171 Front Street                         4,514,699 (27.4%)(4)       1,000 (8.3%)           4.0 (7.3%)
        Owego, NY 13827

        Walter Villiger
        Hurdnerstrasse 10
        P.O. Box 1474                           17,072,314 (58.7%)(5)       5,000 (41.7%)           18.0 (32.7%)
        CH-8649 Hurden, Switzerland

        Thomas Girschweiler (Director)
        Wissmannstrasse 15                         12,854,278 (52.0%)(6)         3,450 (28.8%)          10.0 (18.1%)
        8057 Zurich, Switzerland

        Karl-Heinz Illenseer
        Wissmannstrasse 15                         3,910,714 (24.0%)(7)          --              6.0 (10.9%)
        8057 Zurich, Switzerland

        Clariden Bank
        Claridenstrasse 26
        Postfach 5080                           2,520,513 (17.8%)(8)       2,000 (16.7%)           --
        CH-8022 Zurich, Switzerland

        Richard Molinsky
        c/o BioLife Solutions, Inc.
        171 Front Street                         2,583,333 (17.2%)(9)       --               4.0 (7.3%)
        Owego, NY 13827

        Francois Illenseer
        Wissmannstrasse 15                         2,607,143 (17.4%)(10)         --              4.0 (7.3%)
        8057 Zurich, Switzerland

        Charlotte Illenseer
        Wissmannstrasse 15                         2,607,143 (17.4%)(11)         --              4.0 (7.3%)
        8057 Zurich, Switzerland

        Robert Van Buskirk                        1,095,935 (8.1%)(12)       --                1 (1.8%)
        c/o CPSI, 2 Court Street
        Owego, New York 13827

                                      12


        Name and Address                             Common Stock            Series F Preferred      Series G Preferred
        of Beneficial Owner                         (% of class) (1)      (% of class)         (% of class)
        -------------------------------------------- --------------------- -------------------- ---------------------
        John M. Baust                             1,085,340(8.0%)(13)       --                 1 (1.8%)
        c/o CPSI, 2 Court Street
        Owego, New York 13827

        All officers and directors as a group
        (four persons)                        23,541,012 (67.9%)          4,450 (37.1%)           16.125 (29.3%)

        ----------
            (1) Shares of Common Stock subject to options and warrants currently
                exercisable or exercisable within 60 days of July 31, 2005 are deemed
                outstanding for computing the number of shares and the percentage of
                the outstanding shares held by a person holding such options or
                warrants, but are not deemed outstanding for computing the percentage
                of any other person. Except as indicated by footnote, and subject to
                community property laws where applicable, the Company believes that
                the persons named in the table have sole voting and investment power
                with respect to all shares shown as beneficially owned by them.



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            (2) Includes 1,942,000 shares of Common Stock issuable upon the exercise
               of outstanding stock options under the Company's 1988 and 1998 Stock
               Option Plans, 664,063 shares of Common Stock issuable upon the
               conversion of Series G Preferred Stock, 990,618 shares of Common Stock
               issuable upon the exercise of outstanding warrants, and 43,844 shares
               of Common Stock, 39,844 of which were earned as dividend on Preferred
               Stock.

            (3) Includes 399,000 shares of Common Stock issuable upon the exercise of
               outstanding stock options under the Company's 1988 and 1998 Stock
               Option Plans, 2,078,910 shares of Common Stock issuable upon the
               exercise of outstanding warrants owned of record by Breslow & Walker,
               LLP (1,358,910) and B & W Investments (720,000), both of which are
               entities in which Mr. Breslow is a partner, and 53,600 common shares.

            (4) Includes 250,000 shares of Common Stock issuable upon the exercise of
               outstanding stock options under the Company's 1988 and 1998 Stock
               Option Plans, 400,000 shares of Common Stock issuable upon the
               conversion of Series F Preferred Stock, 1,250,000 shares of Common
               Stock issuable upon the conversion of Series G Preferred Stock,
               1,814,000 shares of Common Stock issuable upon the exercise of
               outstanding warrants, and 800,699 shares of Common Stock, 367,399 of
               which were earned as dividend on Preferred Stock.

            (5) Includes 2,000,000 shares of Common Stock issuable upon the conversion
               of Series F Preferred Stock, 5,625,000 shares of Common Stock issuable
               upon the conversion of Series G Preferred Stock, 7,375,000 shares of
               Common Stock issuable upon the exercise of outstanding warrants, and
               2,072,314 shares of Common Stock, 1,672,314 of which were earned as
               dividend on Preferred Stock.

            (6) Includes 250,000 shares of Common Stock issuable upon the exercise of
               outstanding stock options under the Company's 1988 and 1998 Stock
               Option Plans, 1,380,000 shares of Common Stock issuable upon the
               conversion of Series F Preferred Stock, 3,125,000 shares of Common
               Stock issuable upon the conversion of Series G Preferred Stock,
               6,455,000 shares of Common Stock issuable upon the exercise of
               outstanding warrants, and 1,644,278 shares of Common Stock, 1,106,218
               of which were earned as dividend on Preferred Stock.

            (7) Includes 1,875,000 shares of Common Stock issuable upon the conversion
               of Series G Preferred Stock, 1,875,000 shares of Common Stock issuable
               upon the exercise of outstanding warrants, and 160,714 shares of
               Common Stock earned as dividend on Preferred Stock.

            (8) Includes 800,000 shares of Common Stock, 800,000 shares of Common
               Stock issuable upon the conversion of Series F Preferred Stock,
               400,000 shares of Common Stock issuable upon the exercise of
               outstanding warrants, and 520,513 shares of Common Stock earned as
               dividend on Preferred Stock.

            (9) Includes 1,250,000 shares of Common Stock issuable upon the conversion
               of Series G Preferred Stock, 1,250,000 shares of Common Stock issuable
               upon the exercise of outstanding warrants, and 83,333 shares of Common
               Stock earned as dividend on Preferred Stock.

            (10) Includes 1,250,000 shares of Common Stock issuable upon the conversion
               of Series G Preferred Stock, 1,250,000 shares of Common Stock issuable
               upon the exercise of outstanding warrants, and 107,143 shares of
               Common Stock earned as dividend on Preferred Stock.

            (11) Includes 1,250,000 shares of Common Stock issuable upon the conversion
               of Series G Preferred Stock, 1,250,000 shares of Common Stock issuable



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               upon the exercise of outstanding warrants, and 107,143 shares of
               Common Stock earned as dividend on Preferred Stock.

            (12) Includes 275,000 shares of Common Stock issuable upon the exercise of
               outstanding stock options under the Company's 1988 and 1998 Stock
               Option Plans, 312,500 shares of Common Stock issuable upon the
               conversion of Series G Preferred Stock, 489,685 shares of Common Stock
               issuable upon the exercise of outstanding warrants, and 18,750 shares
               of Common Stock earned as dividend on Preferred Stock.

            (13) Includes 250,000 shares of Common Stock issuable upon the exercise of
               outstanding stock options under the Company's 1988 and 1998 Stock
               Option Plans, 312,500 shares of Common Stock issuable upon the
               conversion of Series G Preferred Stock, 504,090 shares of Common Stock
               issuable upon the exercise of outstanding warrants, and 18,750 shares
               of Common Stock earned as dividend on Preferred Stock.

                                      13


        COMPARISON OF CUMULATIVE TOTAL STOCKHOLDER RETURN

            The following chart compares the percentage change in the cumulative total
        stockholder return on the Common Stock during the period from December 31, 1999
        through the year ended December 31, 2004 with the cumulative total return on the
        NASDAQ Composite Index and the Company Peer Group. The comparison assumes $100
        was invested in the Common Stock on December 31, 1999, and in each of the stocks
        included in the NASDAQ Composite Index and the Company Peer Group.

                       COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
                         AMONG BIOLIFE SOLUTIONS, INC.,
                       NASDAQ MARKET INDEX AND PEER GROUP INDEX

                                [GRAPHIC OMITTED]

                        ASSUMES $100 INVESTED ON DEC. 31, 1999
                           ASSUMES DIVIDEND REINVESTED
                          FISCAL YEAR ENDING DEC. 31, 2004

        --------------------------------------------------------------------------------------------------------------

                                  ---------------------------- FISCAL YEAR ENDING ---------------------------
          COMPANY/INDEX/MARKET                  12/31/1999 12/29/2000 12/31/2001 12/31/2002 12/31/2003 12/31/2004
          BIOLIFE SOLUTIONS, INC               100.00        312.50       131.25        75.00        68.75        56.25
          CUSTOMER SELECTED STOCK LIST               100.00       177.16        201.11       142.50        212.07       227.24
          NASDAQ MARKET INDEX                    100.00        62.85       50.10        34.95        52.55        56.97
        --------------------------------------------------------------------------------------------------------------

                                      14


        PROPOSAL NO. 2 - AMEND THE CERTIFICATE OF INCORPORATION TO EFFECT THE COMMON
        STOCK INCREASE

        REASON FOR SUBMISSION TO STOCKHOLDERS

        The Board of Directors unanimously adopted a resolution proposing that Article
        Four of the Company's Certificate of Incorporation be amended to increase the
        number of shares of Common Stock that the Company is authorized to issue from
        25,000,000 to 100,000,000 shares. This proposal is being submitted to
        stockholders to satisfy the requirements of the Delaware General Corporation
        Law.

        REASONS FOR INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK



82 of 152
        Presently, the charter authorizes the issuance of 25,000,000 shares of Common
        Stock, of which 12,413,209 shares of Common Stock are issued and outstanding.
        Also, there are outstanding (i) shares of Series F Preferred Stock convertible
        into 4,800,000 shares of Common Stock, (ii) shares of Series G Preferred Stock
        convertible into 17,226,563 shares of Common Stock, (iii) warrants and options
        exercisable into an aggregate of 30,777,858 shares of Common Stock, and (iv)
        4,365,432 shares of Common Stock earned as dividends on Preferred Stock.
        Assuming the conversion/exercise of all outstanding Series F Preferred Stock,
        Series G Preferred Stock, and warrants and options, there would be 69,583,062
        shares of Common Stock issued and outstanding. Thus, there are not a sufficient
        number of authorized shares of Common Stock available for the Company to meet
        its outstanding commitments as well as to provide the Company with flexibility
        in connection with various corporate purposes, including possible future
        financings and stock option grants. In connection with the issuance of various
        securities convertible/exercisable into shares of Common Stock, the Company
        undertook to amend its certificate of incorporation to increase the number of
        authorized shares of Common Stock so as to meet its commitments upon the
        conversion/exercise of such securities (the "Committed Shares").

        EFFECTS OF THE COMMON STOCK INCREASE

        The Common Stock Increase will not alter the par value of the Common Stock or
        the rights of stockholders. It will allow the Company to meet its commitments to
        those security holders who are entitled to the Committed Shares. To the extent
        the Company issued shares of common stock over and above the amount required to
        satisfy its commitments to current security holders, such issuances would reduce
        the proportionate interests in the Company held by current stockholders as well
        as those who receive the Committed Shares.

        NO RIGHT OF APPRAISAL

        Under the Delaware General Corporation Law, dissenting stockholders are not
        entitled to appraisal rights with respect to the Common Stock Increase, and the
        Company will not provide stockholders with any such right.

                                   15


        METHOD OF EFFECTING THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION

        The Common Stock Increase shall become effective, automatically and without
        further action by the stockholders, upon the filing with the Delaware Secretary
        of State of an appropriate Certificate of Amendment to the Certificate of
        Incorporation. The complete text of such amendment is set forth in Exhibit A
        hereto.

        VOTING REQUIREMENT

        Approval of the Common Stock Increase requires the affirmative vote of the
        holders of stock representing a majority of the votes entitled to be cast at the
        Meeting.

        THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE PROPOSED
        AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO EFFECT THE COMMON STOCK
        INCREASE.

                                   16


        PROPOSAL NO. 3 - AMEND THE 1998 STOCK OPTION PLAN

        REASONS FOR THE PLAN INCREASE




83 of 152
        The Company's 1998 Stock Option Plan (the "Plan") was adopted by the Board of
        Directors in August 1998 and approved by stockholders at a special meeting in
        December 1998. Currently, the Plan allows for a maximum of 4,000,000 shares of
        Common Stock (subject to adjustment to cover stock splits, stock dividends,
        recapitalizations, and other capital adjustments) to be issued pursuant to the
        Plan. In contemplation of increasing the number of shares of Common Stock
        covered by the Plan, and subject to approval of the Plan Increase by the
        stockholders of the Company, options were granted to employees and directors of
        and consultants to the Company over and above those currently authorized by the
        Plan. In order to honor the commitments made in connection with such grants, and
        to provide the Company with sufficient flexibility for future grants, the Board
        of Directors amended the Plan, subject to the approval of the Company's
        stockholders, to increase to 10,000,000 the maximum number of shares of Common
        Stock that may be issued pursuant to the Plan (subject to adjustment to cover
        stock splits, stock dividends, recapitalizations, and other capital
        adjustments). The proposal to approve the Plan Increase is now being submitted
        to stockholders for their approval.

        A summary of the Plan as proposed to be amended is set forth below. The summary
        does not purport to be complete and is qualified in its entirety by the text of
        the Plan as proposed to be amended, a copy of which is attached to this Proxy
        Statement as Annex B.

        SUMMARY OF PLAN

        The Plan covers 10,000,000 shares of Common Stock (subject to adjustment to
        cover stock splits, stock dividends, recapitalizations, and other capital
        adjustments). The options granted under the Plan are designated as incentive
        stock options or non-incentive stock options by the Board of Directors or a
        committee thereof, which also have discretion as to the persons to be granted
        options, the number of shares subject to the options, and the terms of the
        option agreements. Only employees (including officers) of the Company and its
        affiliates may be granted incentive stock options. The options to be granted
        under the Plan and designated as incentive stock options are intended to receive
        incentive stock option tax treatment pursuant to Section 422 of the Internal
        Revenue Code of 1986, as amended (the "Code").

        The Plan provides that all options thereunder shall be exercisable during a
        period of no more than ten years from the date of grant (five years for options
        granted to holders who own more than 10% of the total combined voting power of
        all classes of stock of the Company), depending upon the specific stock option
        agreement, and that the option exercise price for incentive stock options shall
        be at least equal to 100% of the fair market value of the Common Stock at the
        time of grant (110% for options granted to holders who own more than 10% of the
        total combined voting power of all classes of stock of the Company). In
        addition, the aggregate fair market value (determined on the date of grant) of
        the Common Stock with respect to which incentive stock options are exercisable
        for the first time by an employee during any calendar year shall not exceed
        $100,000.

        The Plan permits optionees whose employment is terminated without cause and
        other than by

                                   17


        reason of death, disability or retirement at age 65, to exercise their options
        prior to the expiration thereof or within three months, or such longer period as
        the Board of Directors (or a committee thereof) may decide on a case by case
        basis, of termination, whichever is earlier, but only to the extent the holder
        had the right to exercise such options on the date of termination. If the
        employment of an optionee is terminated for cause and other than by reason of
        death, disability or retirement at age 65, any options granted to the optionee
        will terminate automatically. If employment is terminated by reason of



84 of 152
        disability or retirement at age 65, the optionee may exercise his options at any
        time prior to the expiration thereof or within one year from the date of
        termination (three months from the date of termination in the event of
        termination by reason of retirement at age 65), whichever is earlier, but only
        to the extent the holder had the right to exercise such options on the date of
        termination. If employment is terminated by death, the person or persons to whom
        the optionee's rights under the option are transferred by will or the laws of
        descent and distribution have similar rights of exercise within three months
        after such death (but not after the expiration of the option). Options are not
        transferable otherwise than by will or the laws of descent and distribution, or
        pursuant to a qualified domestic relations order as defined under the Code or
        Title I of the Employee Retirement Income Security Act or the rules thereunder,
        and are exercisable during the optionee's lifetime only by the optionee. Shares
        subject to options which expire or terminate may be the subject of future
        options. The Plan terminates on August 30, 2008.

        If shares are issued to the holder of a non-incentive option under the Plan (a)
        no income will be recognized by the holder at the time of grant of the option;
        (b) except as stated below, upon exercise of the option, the holder will
        recognize taxable ordinary income in an amount equal to the excess of the fair
        market value of the shares over the option price; (c) if the holder exercising
        the option is restricted from selling the shares so acquired because the holder
        is an officer or director of the Company and would be subject to liability under
        Section 16(b) of the Exchange Act, then, unless the holder makes an election to
        be taxed under the rule of clause (b) above, the holder will recognize taxable
        ordinary income, at the time such Section 16(b) restriction terminates, equal to
        the excess of the fair market value of the shares at that time over the option
        price, and any dividends he or she receives on the shares before that time will
        be taxable to him or her as income; (d) the Company will be entitled to a
        deduction at the same time and in the same amount as the holder has income under
        clause (b) or (c); and (e) upon a sale of shares so acquired, the holder may
        have additional short-term or long-term capital gain or loss.

        If shares are issued to the holder of an incentive stock option under the Plan,
        (a) no income will be recognized by such holder at the time of the grant of the
        option or the transfer of shares to the holder pursuant to his or her exercise
        of the option; (b) the difference between the option price and the fair market
        value of the shares at the time of exercise will be treated as an item of tax
        preference to the holder; (c) no deduction will be allowed to the Company for
        federal income tax purposes in connection with the grant or exercise of the
        option; and (d) upon a sale or exchange of the shares after the later of (i) one
        year from the date of transfer of the shares to the original holder, or (ii) two
        years from the date of grant of the option, any amount realized by the holder in
        excess of the option price will be taxed to the holder as a long-term capital
        gain, and any loss sustained by the holder will be a long-term capital loss. If
        the shares are disposed of before the holding period requirements described in
        the preceding sentence are satisfied, (aa) the holder will recognize taxable
        ordinary income in the year of disposition in an amount determined under the
        rules of the Code; (bb) the Company will be entitled to a deduction for such
        year in the amount

                                  18


        of the ordinary income so recognized; (cc) the holder may have additional
        long-term or short-term capital gain or loss; and (dd) the tax preference
        provision might not be applicable.

        The Plan provides for the cashless payment of the exercise price of options
        granted under the Plan by (a) delivery to the Company of shares of Common Stock
        having a fair market value equal to such purchase price, (b) irrevocable
        instructions to a broker to sell shares of Common Stock to be issued upon
        exercise of the option, followed by delivery to the Company of the amount of
        sale proceeds necessary to pay such purchase price, and delivery of the



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        remaining cash proceeds less commissions and brokerage fees to the optionee or
        delivery of the remaining shares of Common Stock to the optionee, or (c) by any
        combination of the methods of payment described in (a) and (b) above.

        The Plan also provides that in the event any distribution consists of securities
        (including common stock) held by the Company in any subsidiary or any other
        company, then (i) with respect to securities of a subsidiary, each holder of
        options under the Plan on the record date for such distribution shall be
        entitled to receive options to purchase such number of such securities as is
        equal to the number of securities such holder would have received had he
        exercised all of his options under the Plan (vested and unvested) and owned the
        common stock in the Company underlying such options, which options in the
        subsidiary shall be vested or shall vest to the same extent as such holder's
        options in the Company, and, generally, shall contain such provisions as to put
        such holder in the same equitable position such holder was in prior to the
        distribution, including an allocation of the exercise price for the options
        issued under this Plan to both such option and the options in the subsidiary,
        and (ii) with respect to securities of another company, each holder of options
        under the Plan on the record date for such distribution shall be entitled to
        receive such number of securities as such holder would have received had he
        exercised all of his options under the Plan (vested and unvested) and owned the
        common stock in the Company underlying such options, which securities shall be
        vested or shall vest to the same extent as such holder's options in the Company.
        To the extent such securities do not vest in the holder, they shall be retained
        by the Company.

        If the shares of Common Stock outstanding are changed in number, kind, or class
        by reason of a stock split, combination, merger, consolidation, reorganization,
        reclassification, exchange, or any capital adjustment, including a stock
        dividend, or if any distribution is made to stockholders other than a cash
        dividend and the Board of Directors (or Committee) deems it appropriate to make
        an adjustment, then (i) the aggregate number and class of shares that may be
        issued under the Plan, (ii) the number and class of shares which are issuable
        under outstanding options, and (iii) the purchase price to be paid per share
        under outstanding options, shall be adjusted in a proportionate and equitable
        manner by the Board of Directors.

        In the event of a liquidation of the Company, or a merger, reorganization, or
        consolidation of the Company with any other corporation in which the Company is
        not the surviving corporation or the Company becomes a wholly-owned subsidiary
        of another corporation, any unexercised options theretofore granted under the
        Plan shall be deemed canceled unless the surviving corporation in any such
        merger, reorganization, or consolidation elects to assume the options under the
        Plan or to issue substitute options in place thereof; provided, however, if such
        options would otherwise be canceled in accordance with the foregoing, the
        optionee shall have the right,

                                  19


        exercisable during a ten-day period immediately prior to such liquidation,
        merger, or consolidation, to exercise the option, in whole or in part. The
        granting of an option pursuant to the Plan shall not affect in any way the right
        or power of the Company to make adjustments, reorganizations, reclassifications,
        or changes of its capital or business structure or to merge, consolidate,
        dissolve, liquidate, or sell or transfer all or any part of its business or
        assets.

        NEW PLAN BENEFITS

        For each of the Named Executive Officers and the various indicated groups, the
        table below shows the benefits that will be allocated to each of the following
        under the plan being acted upon.




86 of 152
                                            NUMBER OF
        NAME AND PRINCIPAL POSITION                     OPTION SHARES (1)       DOLLAR VALUE
        ---------------------------------------- ----------------- ------------
        John G. Baust
        President and Chief Executive Officer           1,000,000         $80,000

        Executive group (1 persons)                1,000,000              $80,000

        Non-executive director group (3 persons)       750,000               $60,000

        Non-executive officer employee group
        (7 persons)                        910,000                $72,800

        ----------
            (1) Stock options exercisable at $.08 per share

        The closing price per share for the Common Stock as reported on the OTC Bulletin
        Board on July 25, 2005 was $0.16.

                                   20


        EQUITY COMPENSATION PLAN INFORMATION

                                                         Number of
                                                        securities
                                                       available for
                          Number of                         future issuance
                       securities to be                      under equity
                         issued upon       Weighted average compensation plans
                         exercise of      exercise price of       (excluding
                         outstanding         outstanding           securities
                      options, warrants options, warrants            reflected in
        Plan Category          and rights        and rights           column (a)
        -------------    ----------------- ----------------- ------------------
                            (a)             (b)               (c)
        Equity compensation
        plan approved by
        shareholders           2,906,000            $0.52                -0-

        Equity compensation
        plan not approved
        by shareholders       29,926,858            $0.19               4,449,000
                        ----------       -----              ---------

        Total             32,832,858           $0.22              4,449,000
                         ==========              =====                =========


        VOTING REQUIREMENT

        The Plan Increase requires the affirmative vote of the holders of stock
        representing a majority of shares present in person or represented by proxy at
        the Meeting and entitled to vote thereon.

        THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE PROPOSED
        AMENDMENT TO THE PLAN TO EFFECT THE PLAN INCREASE.

                                   21


        PROPOSAL NO. 4 - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS




87 of 152
        The Board of Directors has selected the accounting firm of Aronson & Company to
        serve as the Company's independent auditors for the year ending December 31,
        2005 and proposes the ratification of such decision.

        Aronson & Company has audited the Company's financial statements for the year
        ended December 31, 2004. Representatives of Aronson & Company are expected to be
        present at the Annual Meeting, with the opportunity to make a statement if they
        desire to do so, and to respond to appropriate questions.

        During 2004, Aronson & Company acted as the independent auditors for the
        Company. The following table sets forth the aggregate fees billed by Aronson &
        Company for audit and review services rendered in connection with the financial
        statements and reports for the years ending December 31, 2004 and December 31,
        2003 and for other services rendered during the years ending December 31, 2004
        and December 31, 2003 on behalf of the Company:


                                        2004        2003
                                      -------    -------
                   Audit Fees             $49,275      $64,317
                   Audit-related fees          -0-        -0-
                   Tax fees                6,775      17,163
                   All other fees             475        -0-
                                      -------    -------
                   Total                $56,525      $81,480

        The Board of Directors pre-approves all audit and non-audit services to be
        performed by the Company's independent auditors.

        VOTING REQUIREMENT

        Ratification of the appointment of the independent auditors requires the
        affirmative vote of the holders of stock representing a majority of shares
        present in person or represented by proxy at the Meeting and entitled to vote
        thereon.

        THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
        RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT AUDITORS.

                                  22


        INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

        John G. Baust, the Chief Executive Officer of the Company, and Messrs. Breslow,
        deGreef and Girschweiler, directors of the Company, have an interest in the
        approval of the Plan Increase. On May 12, 2005, the Board of Directors of the
        Company granted to (a) Dr. Baust ten-year options to purchase 1,000,000 shares
        of Common Stock at a price of $.08 per share, which options shall vest to the
        extent of 250,000 shares on the first day of the month following the first
        anniversary date of the grant (the "First Vesting Date") and 20,833 on the first
        day of each of the next 36 months following the First Vesting Date, and (b) to
        each of the aforesaid directors a ten-year, fully vested non-incentive stock
        option to purchase 250,000 shares of Common Stock at a price of $0.08 per share;
        provided, however, that such stock options may not be exercised until such time
        as (x) the amendment to the Company's Stock Option Plan, approved by the
        Company's Board of Directors on October 12, 2004, increasing the number of
        shares of Common Stock covered by Plan from 4,000,000 shares to 7,500,000 shares
        (subsequently increased to 10,000,000 shares) is approved by the Company's
        stockholders, which approval must take place on or before October 12, 2005 (and
        in the event such approval does not take place on or before October 12, 2005,
        the options are rescinded), and (y) the certificate of incorporation of the
        Company is amended to increase the authorized number of shares of common stock
        to a number that is sufficient to accommodate the exercise of all options



88 of 152
        granted to them.

                            STOCKHOLDER PROPOSALS

        Stockholder proposals for action at the Company's Annual Meeting of Stockholders
        for the fiscal year ending December 31, 2004 must be submitted in writing to the
        Company at its address set forth on the first page of this Proxy Statement and
        received by the Company no later than June 1, 2005 in order that they may be
        considered for inclusion in the proxy statement and form of proxy relating to
        that meeting. Stockholders who intend to present a proposal at the Company's
        Annual Meeting of Stockholders for the year ending December 31, 2004 without
        inclusion of such proposal in the Company's proxy materials are required to
        provide notice of such proposal to the Company no later than August 1, 2005. The
        Company reserves the right to reject, rule out of order, or take other
        appropriate action with respect to any proposal that does not comply with these
        and other applicable requirements.

        SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE

        The Company's officers, directors and beneficial owners of more than 10% of any
        class of its equity securities registered pursuant to Section 12 of the
        Securities Exchange Act of 1934 ("Reporting Persons") are required under that
        Act to file reports of ownership and changes in beneficial ownership of the
        Company's equity securities with the Securities and Exchange Commission. Copies
        of those reports must also be furnished to the Company. Based solely on a review
        of the copies of reports furnished to the Company pursuant to that Act, the
        Company believes that during the fiscal year ended December 31, 2004, all filing
        requirements applicable to Reporting Persons were complied with.

                                  23


        OTHER MATTERS

        The Board of Directors of the Company does not know of any other matters that
        are to be presented for action at the Meeting. Should any other matters properly
        come before the Meeting or any adjournments thereof, the persons named in the
        enclosed proxy will have the discretionary authority to vote all proxies
        received with respect to such matters in accordance with their judgment.

        This Proxy Statement is sent by order of the Board of Directors of the Company.

                                   --------------------------
                                     John G. Baust
                                     President and
                                     Chief Executive Officer

                                    Owego, New York
                                    August 26, 2005


        STOCKHOLDERS ARE URGED TO SPECIFY THEIR CHOICES AND DATE, SIGN, AND RETURN THE
        ENCLOSED PROXY IN THE ENCLOSED ENVELOPE. A PROMPT RESPONSE IS HELPFUL AND YOUR
        COOPERATION WILL BE APPRECIATED.

                                  24


        ANNEX A
        -------


                           CERTIFICATE OF AMENDMENT




89 of 152
                                   OF THE

                           CERTIFICATE OF INCORPORATION

                                    OF

                             BIOLIFE SOLUTIONS, INC.
                             -----------------------

                            (Pursuant to Section 242
                  of the General Corporation Law of the State of Delaware)


            BioLife Solutions, Inc. (the "Corporation"), a corporation organized and
        existing under the General Corporation Law of the State of Delaware (the "GCL"),
        certifies as follows:

            1.   The name of the Corporation is BioLife Solutions, Inc.

           2. The date of filing of the Corporation's certificate of incorporation
        (the "Certificate of Incorporation") with the Secretary of State of the State of
        Delaware was November 5, 1987.

            3. Subdivision (a) of Article Fourth of the Certificate of Incorporation
        is hereby amended so that it shall now read as follows:

                 "FOURTH: The aggregate number of shares of stock which the
                 Corporation shall have the authority to issue shall be:

                     One hundred million (100,000,000) shares of common stock,
                 each having a par value of $.001 (the "Common Stock"), and one
                 million (1,000,000) shares of preferred stock, each having a par
                 value of $.001 (the "Preferred Stock"). The Board of Directors,
                 in its sole discretion, shall have full and complete authority,
                 by resolution, from time to time, to establish one or more series
                 or classes and to issue shares of Preferred Stock, and to fix,
                 determine and vary the voting rights, designations, preferences,
                 restrictions, qualifications, privileges, limitation, options,
                 conversion rights and other special rights of each series or
                 class of Preferred Stock, including, but not limited to, dividend
                 rates and manner of payment, preferential amounts payable upon
                 voluntary or involuntary liquidation, voting rights, conversion
                 rights, redemption prices, terms and conditions, and sinking fund
                 and stock purchase prices, terms and conditions."



           4. This Certificate of Amendment to the Certificate of Incorporation was
        authorized by the affirmative vote of the holders of a majority of the
        outstanding shares entitled to vote thereon at a meeting of stockholders
        pursuant to Sections 222 and 242 of the GCL.

           IN WITNESS WHEREOF, I hereunto sign my name and affirm that the statements
        made herein are true under penalties of perjury this ____ day of
        _________________, 2005.

                                     BIOLIFE SOLUTIONS, INC.


                                     By:    ____________________________
                                           John G. Baust, President and
                                           Chief Executive Officer




90 of 152
                                   2


                                                          ANNEX B
                                                          -------

                            BIOLIFE SOLUTIONS, INC.

                            1998 STOCK OPTION PLAN
                           (as amended May 10, 2001)


        1.     PURPOSE OF PLAN. The purpose of this 1998 Stock Option Plan (the "Plan")
        is to further the growth and development of BioLife Solutions, Inc. (the
        "Company") by encouraging and enabling employees, officers, and directors of,
        and consultants and advisors to, the Company to obtain a proprietary interest in
        the Company through the ownership of stock (thereby providing such persons with
        an added incentive to continue in the employ or service of the Company and to
        stimulate their efforts in promoting the growth, efficiency, and profitability
        of the Company), and affording the Company a means of attracting to its service
        persons of outstanding quality.

        2.    SHARES OF STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section
        12 hereof, an aggregate of 10,000,000 shares of the common stock, par value
        $.001 per share, of the Company ("Common Stock") shall be reserved for issuance
        upon the exercise of options which may be granted from time to time in
        accordance with the Plan. As the Board of Directors of the Company ("Board of
        Directors") shall from time to time determine, such shares may be, in whole or
        in part, authorized but unissued shares or issued shares which have been
        reacquired by the Company. If, for any reason, an option shall lapse, expire, or
        terminate without having been exercised in full, the unpurchased shares
        underlying such option shall (unless the Plan shall have been terminated) again
        be available for issuance pursuant to the Plan.

        3.   ADMINISTRATION.

             (a) The Board of Directors shall administer the Plan and, subject to
        the provisions of the Plan, shall have authority to determine and designate from
        time to time those persons eligible for a grant of options under the Plan, those
        persons to whom options are to be granted, the purchase price of the shares
        covered by each option, the time or times at which options shall be granted, and
        the manner in which said options are exercisable. In making such determination,
        the Board of Directors may take into account the nature of the services rendered
        by the respective persons, their present and potential contributions to the
        Company's success, and such other factors as the Board of Directors in its sole
        discretion shall deem relevant. Subject to the express provisions of the Plan,
        the Board of Directors also shall have authority to interpret the Plan, to
        prescribe, amend, and rescind rules and regulations relating to the Plan, to
        determine the terms and provisions of the instruments by which options shall be
        evidenced (which shall not be inconsistent with the terms of the Plan), and to
        make all other determinations necessary or advisable for the administration of
        the Plan, all of which determinations shall be final, binding, and conclusive.

             (b) The Board of Directors may, at its discretion, in accordance with
        the provisions of the Company's By-Laws, appoint from among its members a Stock
        Option or Compensation Committee (the "Committee"). The Committee shall be
        composed of two or more directors and shall have and may exercise any and all of
        the powers relating to the administration of the Plan and




        the grant of options hereunder as are set forth above in Section 3(a), as the



91 of 152
        Board of Directors shall confer and delegate. The Board of Directors shall have
        the power at any time to fill vacancies in, to change the membership of, or to
        discharge, the Committee. The Committee shall select one of its members as its
        Chairman and shall hold its meetings at such time and at such places as it shall
        deem advisable. A majority of the Committee shall constitute a quorum and such
        majority shall determine its action. The Committee shall keep minutes of its
        proceedings and shall report the same to the Board of Directors at the meeting
        next succeeding. No director or member of the Committee shall be liable for any
        action or determination made in good faith with respect to the Plan or any
        option granted thereunder.

        4.   PERSONS TO WHOM SHARES MAY BE GRANTED.

             (a) Options may be granted to persons who are, at the time of the
        grant, employees (including part-time employees), officers, and directors of, or
        consultants or advisors to, the Company or any subsidiary corporation (as
        defined in Section 425 of the Internal Revenue Code of 1986, as amended (the
        "Code"), a "Subsidiary") as the Board of Directors (or Committee) shall select
        from time to time from among those nominated by the Board of Directors (or
        Committee). For the purposes of the Plan, options only may be granted to those
        consultants and advisors who shall render bona fide services to the Company and
        such services must not be in connection with the offer or sale of securities in
        a capital raising transaction. Subject to the provisions hereinafter set forth,
        options granted under the Plan shall be designated either (i) "Incentive Stock
        Options" (which term, as used herein, shall mean options intended to be
        "incentive stock options" within the meaning of Section 422 of the Code) or (ii)
        "Non-Incentive Stock Options" (which term, as used herein, shall mean options
        not intended to be incentive stock options" within the meaning of Section 422 of
        the Code). Each option granted to a person who is solely a director of, or
        consultant or advisor to, the Company or a Subsidiary on the date of the grant
        shall be designated a Non-Incentive Stock Option.

             (b) The Board of Directors (or Committee) may grant, at any time, new
        options to a person who has previously received options, whether such prior
        options are still outstanding, have previously been exercised in whole or in
        part, have expired, or are canceled in connection with the issuance of new
        options. The purchase price of the new options may be established by the Board
        of Directors (or Committee) without regard to the existing option price.

        5.   OPTION PRICE.

             (a) The purchase price of the Common Stock underlying each option
        shall be determined by the Board of Directors (or Committee), which
        determination shall be final, binding, and conclusive; provided, however, in no
        event shall the purchase price of Incentive Stock Options be less than 100%
        (110% in the case of optionees who own more than 10% of the total combined
        voting power of all classes of stock of the Company) of the fair market value of
        the Common Stock on the date the option is granted. In determining such fair
        market value, the Board of Directors (or Committee) shall consider (i) the last
        sale price of the Common Stock on the date on which the option is granted or, if
        no such reported sale takes place on such day, the last reported bid price on
        such day, on NASDAQ or on the principal national securities exchange on which
        the Common

                                  2


        Stock is admitted to trading or listed, or (ii) if not listed or admitted to
        trading on NASDAQ or a national securities exchange, the closing bid price as
        quoted by the National Quotation Bureau or a recognized dealer in the Common
        Stock on the date of grant. If the Common Stock is not publicly traded at the
        time an option is granted, the Board of Directors (or Committee) shall deem fair
        market value to be the fair value of the Common Stock after taking into account
        appropriate factors which may be relevant under applicable federal tax laws and



92 of 152
        Internal Revenue rules and regulations. For purposes of the Plan, the date of
        grant of an option shall be the date specified by the Board of Directors (or
        Committee) at the time it grants such option; provided, however, such date shall
        not be prior to the date on which the Board of Directors (or Committee) acts to
        approve the grant.

             (b) The aggregate fair market value (determined at the time the
        Incentive Stock Options are granted) of the Common Stock with respect to which
        Incentive Stock Options are exercisable for the first time by an employee during
        any calendar year shall not exceed $100,000. Non-Incentive Stock Options shall
        not be subject to the limitations of this paragraph 5(b).

        6.   EXERCISE OF OPTIONS.

             (a) The number of shares which are issued pursuant to the exercise of
        an option shall be charged against the maximum limitations on shares set forth
        in Section 2 hereof.

               (b) The exercise of an option shall be made contingent upon receipt by
        the Company from the holder thereof of (i) if deemed necessary by the Company, a
        written representation and acknowledgement that (1) at the time of such exercise
        it is the holder's then present intention to acquire the option shares for
        investment and not with a view to distribution or resale thereof, (2) the holder
        knows that the Company is not obligated to register the option shares and that
        the option shares may have to be held indefinitely unless an exemption from the
        registration requirements of the Securities Act of 1933, as amended (the "Act"),
        is available or the Company has registered the shares underlying the options,
        and (3) the Company may place a legend on the certificate(s) evidencing the
        option shares reflecting the fact that they were acquired for investment and
        cannot be sold or transferred unless registered under the Act, and (ii) payment
        in full of the purchase price of the shares being purchased. Payment may be made
        in cash; by certified check payable to the order of the Company in the amount of
        such purchase price; by delivery to the Company of shares of Common Stock having
        a fair market value equal to such purchase price; by irrevocable instructions to
        a broker to sell shares of Common Stock to be issued upon exercise of the option
        and to deliver to the Company the amount of sale proceeds necessary to pay such
        purchase price and to deliver the remaining cash proceeds, less commissions and
        brokerage fees, to the optionee; or by any combination of such methods of
        payment.

        7.    TERM OF OPTIONS. The period during which each option granted hereunder
        shall be exercisable shall be determined by the Board of Directors (or
        Committee); provided, however, no option shall be exercisable for a period
        exceeding ten (10) years from the date such option is granted.

        8.    NON-TRANSFERABILITY OF OPTIONS. No option granted pursuant to the Plan
        shall be subject to

                                  3


        anticipation, sale, assignment, pledge, encumbrance, or charge, or shall be
        otherwise transferable except by will or the laws of descent and distribution or
        pursuant to a qualified domestic relations order (as defined by the Code or
        Title I of the Employee Retirement Income Security Act or the rules thereunder),
        and an option shall be exercisable during the lifetime of the holder thereof
        only by such holder.

        9.    TERMINATION OF SERVICES. If an employee, officer, or director to whom an
        option has been granted under the Plan shall cease to be an employee, officer,
        or director of the Company or a Subsidiary by reason of a termination of such
        relationship without cause and other than by reason of death or disability, such
        holder may exercise such option at any time prior to the expiration date of the
        options or within three months (or such longer period as the Board of Directors



93 of 152
        (or Committee) may decide on a case by case basis) after the date of
        termination, whichever is earlier, but only to the extent the holder had the
        right to exercise such option on the date of termination. If an employee,
        officer, or director to whom an option has been granted under the Plan shall
        cease to be an employee, officer, or director of the Company or a Subsidiary by
        reason of a termination of such relationship for cause and other than by reason
        of death or disability, such options shall terminate, lapse, and expire
        forthwith and automatically. So long as the holder of an option shall continue
        to be in the employ, or continue to be a director, of the Company or one or more
        of its Subsidiaries, such holder's option shall not be affected by any change of
        duties or position. Absence on leave approved by the employing corporation shall
        not be considered an interruption of employment for any purpose under the Plan.
        The granting of an option in any one year shall not give the holder of the
        option any rights to similar grants in future years or any right to be retained
        in the employ or service of the Company or any of its Subsidiaries or interfere
        in any way with the right of the Company or any such Subsidiary to terminate
        such holder's employment or services at any time. Notwithstanding the foregoing,
        no option may be exercised after ten years from the date of its grant.

        10. DISABILITY OF HOLDER OF OPTION. If any employee, officer, or director to
        whom an option has been granted under the Plan shall cease to be an employee,
        officer, or director of the Company or a Subsidiary by reason of disability,
        such holder may exercise such option at any time prior to the expiration date of
        the option or within one year after the date of termination for such reason,
        whichever is earlier, but only to the extent the holder had the right to
        exercise such option on the date of termination. Notwithstanding the foregoing,
        no option may be exercised after ten years from the date of its grant. For the
        purposes of the Plan, "disability" shall mean "permanent and total disability"
        as defined in Section 22(e)(3) of the Code.

        11. DEATH OF HOLDER OF OPTION. If any employee, officer, or director to whom
        an option has been granted under the Plan shall cease to be an employee,
        officer, or director of the Company or a Subsidiary by reason of death, or such
        holder of an option shall die within three months after termination, or in the
        case of the death of an advisor or consultant to whom an option has been granted
        under the Plan, the option may be exercised by the person or persons to whom the
        optionee's rights under the option are transferred by will or by the laws of
        descent and distribution at any time prior to the expiration date of the option
        or, in the case of an employee, officer, or director, within three months from
        the date of death, whichever is earlier, but only to the extent the holder of
        the option had the right to exercise such option on the date of such
        termination. Notwithstanding the foregoing, no option may be exercised after ten
        years from the date of its grant.

                                  4


        12.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

             (a) If the shares of Common Stock outstanding are changed in number,
        kind, or class by reason of a stock split, combination, merger, consolidation,
        reorganization, reclassification, exchange, or any capital adjustment, including
        a stock dividend, or if any distribution is made to stockholders other than a
        cash dividend and the Board of Directors (or Committee) deems it appropriate to
        make an adjustment, then (i) the aggregate number and class of shares that may
        be issued or transferred pursuant to Section 2, (ii) the number and class of
        shares which are issuable under outstanding options, and (iii) the purchase
        price to be paid per share under outstanding options, shall be adjusted as
        hereinafter provided. In the event any distribution consists of common stock
        held by the Company in any subsidiary, then each holder of options under this
        Plan on the record date for such distribution shall be entitled to receive
        options to purchase such number of shares of such common stock as is equal to
        the number of shares of common stock such holder would have received had such
        holder exercised all of such holder's options under this Plan (vested and



94 of 152
        unvested) and owned the common stock in the Company underlying such options,
        which options in the subsidiary shall be vested or shall vest to the same extent
        as such holder's options in the Company, and, generally, shall contain such
        provisions as to put such holder in the same equitable position such holder was
        in prior to the distribution, including an allocation of the exercise price for
        the options issued under this Plan to both such options and the options in the
        subsidiary.

             (b) Adjustments under this Section 12 shall be made in a proportionate
        and equitable manner by the Board of Directors (or Committee), whose
        determination as to what adjustments shall be made, and the extent thereof,
        shall be final, binding, and conclusive. In the event that a fraction of a share
        results from the foregoing adjustment, said fraction shall be eliminated and the
        price per share of the remaining shares subject to the option adjusted
        accordingly.

              (c) In the event of a liquidation of the Company, or a merger,
        reorganization, or consolidation of the Company with any other corporation in
        which the Company is not the surviving corporation or the Company becomes a
        wholly-owned subsidiary of another corporation, any unexercised options
        theretofore granted under the Plan shall be deemed canceled unless the surviving
        corporation in any such merger, reorganization, or consolidation elects to
        assume the options under the Plan or to issue substitute options in place
        thereof; provided, however, if such options would otherwise be canceled in
        accordance with the foregoing, the optionee shall have the right, exercisable
        during a ten-day period immediately prior to such liquidation, merger, or
        consolidation, to exercise the option, in whole or in part. The granting of an
        option pursuant to the Plan shall not affect in any way the right or power of
        the Company to make adjustments, reorganizations, reclassifications, or changes
        of its capital or business structure or to merge, consolidate, dissolve,
        liquidate, or sell or transfer all or any part of its business or assets.

        13. VESTING OF RIGHTS UNDER OPTIONS. Nothing contained in the Plan or in any
        resolution adopted or to be adopted by the Board of Directors (or Committee) or
        the stockholders of the Company shall constitute the vesting of any rights under
        any option. The vesting of such rights shall take place only when a written
        agreement shall be duly executed and delivered by and on

                                   5


        behalf of the Company to the person to whom the option shall be granted.

        14. RIGHTS AS A STOCKHOLDER. A holder of an option shall have no rights of a
        stockholder with respect to any shares covered by such holder's option until the
        date of issuance of a stock certificate to such holder for such shares.

        15. TERMINATION AND AMENDMENT. The Plan was adopted by the Board of Directors
        on August 31, 1998, subject, with respect to the validation of Incentive Stock
        Options granted under the Plan, to approval of the Plan by the stockholders of
        the Company at the next Meeting of Stockholders or, in lieu thereof, by written
        consent. If the approval of stockholders is not obtained prior to August 30
        1999, any grants of Incentive Stock Options under the Plan made prior to that
        date will be rescinded. The Plan shall expire at the end of the day on August
        30, 2008 (except as to options outstanding on that date). Options may be granted
        under the Plan prior to the date of stockholder approval of the Plan. The Board
        of Directors (or Committee) may terminate or amend the Plan in any respect at
        any time, except that, without the approval of the stockholders obtained within
        12 months before or after the Board of Directors (or Committee) adopts a
        resolution authorizing any of the following actions, (a) the total number of
        shares that may be issued under the Plan may not be increased (except by
        adjustment pursuant to paragraph 12); (b) the provisions regarding eligibility
        for grants of Incentive Stock Options may not be modified; (c) the provisions
        regarding the exercise price at which shares may be offered pursuant to



95 of 152
        Incentive Stock Options may not be modified (except by adjustment pursuant to
        paragraph 12), and (d) the expiration date of the Plan may not be extended.
        Except as otherwise provided in this paragraph 15, in no event may action of the
        Board of Directors (or Committee) or stockholders alter or impair the rights of
        an optionee, without such optionee's consent, under any option previously
        granted to such optionee.

        16. MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS. Subject to the terms and
        conditions and within the limitations of the Plan, the Board of Directors (or
        Committee) may modify, extend, or renew outstanding options granted under the
        Plan, or accept the surrender of outstanding options (to the extent not
        theretofore exercised) and authorize the granting of new options in substitution
        therefor. Notwithstanding the foregoing, no modification of an option shall,
        without the consent of the holder thereof, alter or impair any rights or
        obligations under any option theretofore granted under the Plan.

        17. CONVERSION OF INCENTIVE STOCK OPTIONS INTO NON-QUALIFIED OPTIONS. Without
        the prior written consent of the holder of an Incentive Stock Option, the Board
        of Directors (or Committee) shall not alter the terms of such Incentive Stock
        Option (including the means of exercising such Incentive Stock Option) if such
        alteration would constitute a modification within the meaning of Section
        424(h)(3) of the Code. The Board of Directors (or Committee), at the written
        request or with the written consent of any optionee, may in its discretion take
        such actions as may be necessary to convert such optionee's Incentive Stock
        Options (or any installments or portions of installments thereof) that have not
        been exercised on the date of conversion into Non-Incentive Stock Options at any
        time prior to the expiration of such Incentive Stock Options, regardless of
        whether the optionee is an employee of the Company at the time of such
        conversion. Such actions may include, but shall not be limited to, extending the
        exercise period or reducing the exercise price of the appropriate installments
        of such Incentive Stock Options. At the time of such conversion, the

                                  6


        Board of Directors (or Committee) (with the consent of the optionee) may impose
        such conditions on the exercise of the resulting Non-Incentive Stock Options as
        the Board of Directors (or Committee) in its discretion may determine, provided
        that such conditions shall not be inconsistent with the Plan. Nothing in the
        Plan shall be deemed to give any optionee the right to have such optionee's
        Incentive Stock Options converted into Non-Incentive Stock Options, and no such
        conversion shall occur until and unless the Board of Directors (or Committee)
        takes appropriate action.

        18. WITHHOLDING OF ADDITIONAL INCOME TAXES. Upon the exercise of a
        Non-Incentive Stock Option, the transfer of a Non-Incentive Stock Option
        pursuant to an arm's length transaction, the making of a Disqualifying
        Disposition (as described in Sections 421, 422 and 424 of the Code and
        regulations thereunder), the vesting of transfer of restricted stock or
        securities acquired on the exercise of an option hereunder, or the making of a
        distribution or other payment with respect to such stock or securities, the
        Company may withhold taxes in respect of amounts that constitute compensation
        includible in gross income. The Board of Directors (or Committee) in its
        discretion may condition the exercise of an option, the transfer of a
        Non-Incentive Stock Option, or the vesting or transferability of restricted
        stock or securities acquired by exercising an option on the optionee's making
        satisfactory arrangement for such withholding. Such arrangement may include
        payment by the optionee in cash or by check of the amount of the withholding
        taxes or, at the discretion of the Board of Directors (or Committee), by the
        optionee's delivery of previously held shares of Common Stock or the withholding
        from the shares of Common Stock otherwise deliverable upon exercise of option
        shares having an aggregate fair market value equal to the amount of such
        withholding taxes.




96 of 152
        19. INDEMNIFICATION. In addition to such other rights of indemnification as
        they may have as members of the Board of Directors (or Committee), the members
        of the Board of Directors (or Committee) administering the Plan shall be
        indemnified by the Company against reasonable expenses, including attorneys'
        fees, actually and necessarily incurred in connection with the defense of any
        action, suit, or proceeding, or in connection with any appeal therein, to which
        they or any of them may be a party by reason of any action taken or failure to
        act under or in connection with the Plan or any option granted thereunder, and
        against all amounts paid by them in settlement thereof (provided such settlement
        is approved by independent legal counsel selected by the Company) or paid by
        them in satisfaction of a judgment in any action, suit, or proceeding, except in
        relation to matters as to which it shall be adjudged in such action, suit, or
        proceeding that such member is liable for negligence or misconduct in the
        performance of his duties, and provided that within 60 days after institution of
        any such action, suit, or proceeding, the member shall in writing offer the
        Company the opportunity, at its own expense, to handle and defend the same.

        20. GOVERNING LAW. The validity and construction of the Plan and the
        instruments evidencing options shall be governed by the laws of Delaware, or the
        laws of any jurisdiction in which the Company or its successors in interest may
        be organized.

                                  7


                           BIOLIFE SOLUTIONS, INC.
                             171 FRONT STREET
                              OWEGO, NY 13827

               THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

                The undersigned, acknowledging receipt of the proxy statement dated
        August 26, 2005 of BioLife Solutions, Inc., hereby constitutes and appoints John
        G. Baust and Howard S. Breslow and each or any of them, attorney, agent and
        proxy of the undersigned, with full power of substitution to each of them, for
        and in the name, place and stead of the undersigned on the books of said
        corporation, to appear and vote all the shares of stock of BioLife Solutions,
        Inc. standing in the name of the undersigned on the books of said corporation on
        August 19, 2005, at the Annual Meeting of Stockholders of BioLife Solutions,
        Inc. to be held at Breslow & Walker, LLP, 767 Third Avenue, New York, NY 10017
        on September 28, 2005, at 10:00 A.M., Eastern Standard Time, and any
        adjournments thereof.

               When properly executed, this proxy will be voted as designated by the
        undersigned. If no choice is specified, the proxy will be voted FOR the
        following proposals, which are set forth in the Proxy Statement.

        1.   ELECTION OF DIRECTORS

                _______ For all nominees listed below
                     (except as marked to the contrary below)


                _______ Withhold Authority to vote for all nominees
                     listed below

                         John G. Baust
                         Howard S. Breslow
                         Rod de Greef
                         Thomas Girschweiler

        (INSTRUCTION: to withhold authority to vote for any individual nominee, strike a
        line through or otherwise strike nominee's name in the list above.)




97 of 152
        2. PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF
        INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM
        25,000,000 TO 100,000,000.

                  FOR____                 AGAINST____         ABSTAIN____


        3. PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S 1998 STOCK OPTION PLAN TO
        INCREASE THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE THEREUNDER
        FORM 4,000,000 TO 10,000,000.

                  FOR____                 AGAINST____         ABSTAIN____



        4. PROPOSAL TO RATIFY THE APPOINTMENT OF ARONSON & COMPANY TO SERVE AS
        INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2005.

                  FOR____                 AGAINST____         ABSTAIN____


        5. TO VOTE, IN THE DISCRETION OF THE PROXIES, ON SUCH OTHER MATTERS THAT MAY
        PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS THEREOF.

                Please sign exactly as name appears below. When shares are held by
        joint tenants, both should sign. When signing as attorney, administrator,
        trustee or guardian, please give full title as such. If a corporation, please
        sign in full corporate name by President or other authorized officer. If a
        partnership, please sign in partnership name by authorized person.

            DATED:                ,2005
                ------------------


            ------------------------------
                Signature

            -------------------------------
                 Signature if held jointly


            PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE
            ENCLOSED ENVELOPE


            Filings - Form 10QSB BIOLIFE SOLUTIONS INC For: Jun 30 (10K)



                                UNITED STATES
                           SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, DC 20549


                                   FORM 10-QSB


                        Quarterly Report Under Section 13 or 15(d)
                         of the Securities Exchange Act of 1934


        For the quarterly period ended June 30, 2005       Commission file number 0-18170
                              -------------                  -------



98 of 152
                          BIOLIFE SOLUTIONS, INC.
             (Exact name of small business issuer as specified in its charter)


                  Delaware                                94-3076866
                  --------                              ----------
             (State of Incorporation)                   (IRS Employer I.D. Number)


                                 171 Front Street
                                 Owego, NY 13827
                                 ---------------
                         (Address of principal executive offices)


               Issuer's telephone number, including area code: (607) 687-4487
                                               --------------


        Check whether the issuer (1) filed all reports required to be filed by Section
        13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
        period that the registrant was required to file such reports), and (2) has been
        subject to such filing requirements for the past 90 days.

               Yes X No
                 --- ---


        12,413,209 SHARES OF BIOLIFE SOLUTIONS, INC. COMMON STOCK, PAR VALUE $.001 PER
        SHARE, WERE OUTSTANDING AS OF AUGUST 14, 2005.

        Transitional Small Business Disclosure Format (check one). Yes                    No X
                                                   --- ---


                               BIOLIFE SOLUTIONS, INC.
                                  FORM 10-QSB
                              QUARTER ENDED JUNE 30, 2005

                                       INDEX


                                                                                                                Page No.
        Part I. Financial Information
               Item 1. Financial Statements:
                   Unaudited Balance Sheet at June 30, 2005.........................................................         2
                   Unaudited Statements of Operations for the three and six month periods ended June 30, 2005 and
                   June 30, 2004....................................................................................  3
                   Unaudited Statements of Cash Flows for the six month periods ended June 30, 2005 and
                   June 30, 2004....................................................................................  4
                   Notes to Financial Statements....................................................................     5-6
               Item 2. Management's Discussion and Analysis.........................................................         7-10
               Item 3. Controls and Procedures.......................................................................     11

        Part II. Other Information
               Item 6. Exhibits and Reports on Form 8-K..............................................................      12-13
               Signatures............................................................................................ 14
               Certifications


                                         1




99 of 152
                               PART I
                           FINANCIAL INFORMATION

        ITEM 1. UNAUDITED FINANCIAL STATEMENTS

                           BIOLIFE SOLUTIONS, INC.
                              BALANCE SHEET
                              (UNAUDITED)

                                                       JUNE 30,
                                                        2005
                                                     ------------
        ASSETS
        CURRENT ASSETS
        Cash and cash equivalents                              $ 189,391
        Receivables                                           40,763
        Inventories                                           97,429
        Prepaid expenses and other current assets                       24,992
                                                     ------------
        TOTAL CURRENT ASSETS                                         352,575
                                                     ------------
        PROPERTY AND EQUIPMENT
        Leasehold improvements                                      45,783
        Furniture and computer equipment                               39,760
        Manufacturing and other equipment                             213,196
                                                       ------------
        TOTAL                                                 298,739
        Less: Accumulated depreciation and amortization                     (189,183)
                                                       ------------
        NET PROPERTY AND EQUIPMENT                                         109,556
                                                       ------------
        TOTAL ASSETS                                           $ 462,131
                                                       ============
        LIABILITIES AND STOCKHOLDERS' EQUITY
        CURRENT LIABILITIES
        Accounts payable                                      $ 138,517
        Accrued expenses                                            60,913
                                                       ------------
        TOTAL CURRENT LIABILITIES                                       199,430
                                                       ------------
        COMMITMENTS AND CONTINGENCIES
        STOCKHOLDERS' EQUITY
        Series F convertible preferred stock, $.001 par value; 12,000
           shares authorized, 12,000 shares issued and outstanding                12
        Series G convertible preferred stock, $.001 par value; 80
           shares authorized, 55 shares issued and outstanding                   1
        Common stock, $0.001 par value, 25,000,000 shares
           authorized, 12,413,209 shares issued and outstanding                12,413
        Additional paid-in capital                              40,663,172
        Accumulated deficit                                    (40,412,897)
                                                       ------------
        TOTAL STOCKHOLDERS' EQUITY                                        262,701
                                                       ------------
        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $ 462,131
                                                       ============


                       See notes to financial statements


                                  2

                           BIOLIFE SOLUTIONS, INC.
                           STATEMENTS OF OPERATIONS



100 of 152
                               (UNAUDITED)

                                              THREE MONTHS ENDED                        SIX MONTHS ENDED
                                                  JUNE 30,                         JUNE 30,
                                         -------------------------------     -------------------------------
                                            2005              2004             2005             2004
                                         ------------     ------------     ------------      ------------
        REVENUE
        Grant revenue                          $       --       $    11,650      $      --        $    38,936
        Facilities fee - related party                20,863            22,179           41,725            36,965
        Management fee - related party                     11,475           12,198            22,950           20,331
        Seminar Fees                                  --            1,075            --             1,075
        Consulting revenue                              --           13,000             --            72,000
        Product sales                             101,754             86,145          189,117            141,091
                                         ------------      ------------    ------------      ------------
        TOTAL REVENUE                                 134,092            146,247           253,792          310,398
                                         ------------      ------------    ------------      ------------

        OPERATING EXPENSES
        Research and development                           1,553           57,005           12,884          63,539
        Sales and marketing                             9,742           87,823           33,798          159,222
        Product sales                             94,929             38,266           143,042           81,216
        General and administrative                      217,393           200,732           419,152           513,170
                                         ------------      ------------     ------------    ------------
        TOTAL EXPENSES                                 323,617           383,826          608,876           817,147
                                         ------------      ------------     ------------    ------------
        OPERATING LOSS                                (189,525)          (237,579)         (355,084)         (506,749)
                                         ------------      ------------     ------------    ------------
        OTHER INCOME (EXPENSE)
        Interest income                             2,042            4,085            4,824           15,408
                                        ------------     ------------     ------------     ------------
        TOTAL OTHER INCOME (EXPENSE)                          2,042            4,085            4,824           15,408
                                        ------------     ------------     ------------     ------------
        LOSS BEFORE BENEFIT FOR TAXES                       (187,483)          (233,494)          (350,260)        (491,341)
        (BENEFIT) PROVISION FOR INCOME TAXES                       --             --            --             --
                                        ------------     ------------     ------------     ------------
        NET LOSS                             $ (187,483)         $ (233,494)         $ (350,260)        $ (491,341)
                                        ============              ============              ============             ==========
        BASIC AND DILUTED NET LOSS PER
        COMMON SHARE:
        TOTAL BASIC AND DILUTED NET LOSS PER
        COMMON SHARE                              $     (0.02)     $     (0.02)      $    (0.03)      $     (0.04)
                                        ============              ============              ============             ==========
        Basic and diluted weighted average common
           shares used to compute net loss per
           per share                         12,413,209          12,413,209          12,413,209          12,413,209
                                        ============              ============              ============             ==========


                       See notes to financial statements


                                  3

                           BIOLIFE SOLUTIONS, INC.
                           STATEMENTS OF CASH FLOWS
                              (UNAUDITED)

                                                                      SIX MONTHS ENDED
                                                                          JUNE 30,
                                                                 -----------------------------
                                                                    2005             2004
                                                                 -----------     -----------
        CASH FLOWS FROM OPERATING ACTIVITIES



101 of 152
        Net loss                                         $ (350,260)         $ (491,341)
        ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH PROVIDED(USED) BY OPERATING
            ACTIVITIES
        Depreciation                                           32,069            27,574
        Amortization of loan financing costs                            --           106,408
        CHANGE IN OPERATING NET ASSETS AND LIABILITIES
        (INCREASE) DECREASE IN
        Accounts receivable                                       34,574         1,801,454
        Inventories                                           (3,109)          (35,578)
        Prepaid and other current assets                             (22,067)           (27,800)
        INCREASE (DECREASE) IN
        Accounts payable                                         53,481          (447,425)
        Accrued expenses                                          (1,320)          (73,074)
        Accrued salaries                                       (73,039)         (156,461)
                                                      -----------      -----------
        NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES                             (329,671)        703,757
                                                      -----------      -----------
        CASH FLOWS FROM INVESTING ACTIVITIES
        Purchase of property and equipment                              (12,622)           (61,793)
                                                      -----------      -----------
        NET CASH USED BY INVESTING ACTIVITIES                                 (12,622)          (61,793)
                                                      -----------      -----------
        CASH FLOWS FROM FINANCING ACTIVITIES
        Principal payments on notes payable                               --          (705,525)
                                                      -----------      -----------
        NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES                                --        (705,525)
                                                      -----------      -----------
        NET DECREASE IN CASH                                         (342,293)           (63,561)
        CASH - BEGINNING OF PERIOD                                       531,684            787,905
                                                      -----------      -----------
        CASH - END OF PERIOD                                      $ 189,391          $ 724,344
                                                      ===========               ===========

                       See notes to financial statements


                                  4

                         BIOLIFE SOLUTIONS, INC.
                        NOTES TO FINANCIAL STATEMENTS

        A.    GENERAL

        BioLife Solutions, Inc. ("BioLife" or the "Company") was incorporated in 1998 in
        Delaware as a wholly owned subsidiary of Cryomedical Sciences, Inc.
        ("Cryomedical"), a company that was engaged in manufacturing and marketing
        cryosurgical products. BioLife (a) provides cryopreservation process evaluation
        services, and (b), based upon its patented HypoThermosol(R) platform technology,
        develops, manufactures and markets proprietary cryopreservation solutions that
        markedly improve the biological processing and preservation of cells and
        tissues.

        On June 25, 2002 the Company sold its cryosurgery product line and related
        intellectual property assets to Irvine, CA-based Endocare, Inc., a public
        company, in exchange for $2.2 million in cash and 120,022 shares of Endocare
        restricted common stock. In conjunction therewith, Cryomedical's Board of
        Directors approved merging BioLife into Cryomedical and changing its name to
        BioLife Solutions, Inc. In September 2002, the merger and name change were
        completed and the Company began to trade under the new ticker symbol, "BLFS" on
        the OTCBB.

        The Balance Sheet as of June 30, 2005, and the Statements of Operations for the
        three month and six month periods ended June 30, 2005 and 2004 and Statements of
        Cash Flows for the six month periods ended June 30, 2005 and 2004, have been



102 of 152
        prepared without audit. In the opinion of management, all adjustments necessary
        to present fairly the financial position, results of operations, and cash flows
        at June 30, 2005, and for all periods then ended, have been recorded. All
        adjustments recorded were of a normal recurring nature.

        Certain information and footnote disclosures normally included in financial
        statements prepared in accordance with generally accepted accounting principles
        have been condensed or omitted. It is suggested that these financial statements
        be read in conjunction with the financial statements and notes thereto, included
        in the Company's Annual Report on Form 10-KSB for the year ended December 31,
        2004.

        The results of operations for the three month and six month periods ended June
        30, 2005 are not necessarily indicative of the operating results anticipated for
        the full year.


        B.    FINANCIAL CONDITION

        At June 30, 2005, the Company had stockholders' equity of approximately $263,000
        and a working capital surplus of approximately $153,000. To date, the Company
        has been unable to generate sufficient income from operations to meet its
        operating needs.

        The Company believes it has sufficient funds to continue operations in the near
        term. Future capital requirements will depend on many factors, including the
        ability to market and sell the Company's product line, research and development
        programs, the scope and results of clinical trials, the time and costs involved
        in obtaining regulatory approvals, the costs involved in obtaining and enforcing
        patents or any litigation by third parties regarding intellectual property, the
        status of competitive products, the maintenance of our manufacturing facility,
        the maintenance of sales and marketing capabilities, and the establishment of
        collaborative relationships with other parties.


                                  5

        These financial statements assume that the Company will be able to continue as a
        going concern. If the Company is unable to continue as a going concern, the
        Company may be unable to realize its assets and discharge its liabilities in the
        normal course of business. The financial statements do not include any
        adjustments relating to the recoverability and classification of recorded asset
        amounts nor to amounts and classification of liabilities that may be necessary
        should the Company be unable to continue as a going concern.


        C.    INVENTORIES

        Inventories consist of $59,753 of finished product and $37,676 of manufacturing
        materials at June 30, 2005.


        D.     EARNINGS (LOSS) PER SHARE

        Basic earnings (loss) per share is calculated by dividing the net income (loss)
        attributable to common stockholders by the weighted average number of common
        shares outstanding during the period. Diluted earnings per share is calculated
        by dividing net income by the weighted average number of shares outstanding,
        including potentially dilutive securities such as preferred stock, stock options
        and warrants. Potential common shares were not included in the diluted earnings
        per share amounts for the three month and six month periods ended June 30, 2005
        and 2004 as their effect would have been anti-dilutive.




103 of 152
        E.      STOCK OPTIONS

        In accounting for stock options to employees, the Company follows the intrinsic
        value method prescribed by Accounting Principles Board Opinion No. 25,
        Accounting for Stock Issued to Employees, as opposed to the fair value method
        prescribed by Statement of Financial Accounting Standards No. 123, Accounting
        for Stock-Based Compensation. The following table illustrates the effect on net
        income and earnings per share if the Company had applied the fair value
        recognition provisions of FASB Statement No. 123:

                                             THREE MONTHS ENDED                     SIX MONTHS ENDED
                                                 JUNE 30,                      JUNE 30,
                                           -------------------------      -------------------------
                                             2005           2004            2005           2004
                                           ---------     ---------      ---------      ---------
        Net Income (Loss) as reported                 $(187,483)        $(233,494)        $(350,260)     $(491,341)
        Compensation expense based on fair value,
           net of related tax effects               (17,805)         (17,805)        (35,610)       (35,610)
                                           ---------     ---------      ---------      ---------

             Pro forma net loss                  $(205,288)  $(251,299)            $(385,870) $(526,951)
                                             =========      =========               =========     =========

        Basic and diluted net loss per share as reported $     (0.02) $ (0.02)   $ (0.03)             $    (0.04)
                                              =========         =========      =========                  =========

             Pro forma                         $ (0.02)        $    (0.02) $ (0.03)  $ (0.04)
                                             =========             =========     =========                =========

        This disclosure is in accordance with Statement of Financial Accounting
        Standards No. 148, Accounting for Stock-Based Compensation - Transition and
        Disclosure.


        F.      RECLASSIFICATIONS

        Certain June 2004 amounts have been reclassified to conform to the June 2005
        presentation. The reclassifications had no material effect on operations.


                                   6

        ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

        The following discussion should be read in conjunction with the Company's
        financial statements and notes thereto set forth elsewhere herein.

        BioLife has pioneered the next generation of preservation solutions designed to
        maintain the viability and health of cellular matter and tissues during
        freezing, transportation and storage. Based on the Company's proprietary,
        bio-packaging technology and a patented understanding of the mechanism of
        cellular damage and death, these products enable the biotechnology and medical
        community to address a growing problem that exists today. The expanding practice
        of cell and gene therapy has created a need for products that ensure the
        biological viability of mammalian cell and tissue material during transportation
        and storage. The Company believes that the HypoThermosol(R), GelStor and
        CryoStor products it is selling today are a significant step forward in meeting
        these needs.

        The Company's line of preservation solutions is composed of complex synthetic,
        aqueous solutions containing, in part, minerals and other elements found in
        human blood, which are necessary to maintain fluids and chemical balances
        throughout the body at near freezing temperatures. The solutions preserve cells
        and tissue in low temperature environments for extended periods after removal of



104 of 152
        the cells through minimally invasive biopsy or surgical extraction, as well as
        in shipping the propagated material for the application of cell or gene therapy
        or tissue engineering. BioLife has entered into research agreements with several
        emerging biotechnology companies engaged in the research and commercialization
        of cell and gene therapy technology and has received several government research
        grants in partnership with academic institutions to conduct basic research,
        which could lead to further commercialization of technology to preserve human
        cells, tissues and organs.

        The Company currently markets its HypoThermosol(R), CryoStor(TM) and GelStor
        line of solutions to companies and labs engaged in pre-clinical research, and to
        academic institutions.

        On May 12, 2005, the Company signed an Exclusive Private Labeling and
        Distribution Agreement with VWR International, Inc., a global leader in the
        distribution of scientific supplies, pursuant to which the Company will
        manufacture its HypoThermosol(R) and CryoStor(TM) product lines under the VWR
        label for sale to non-clinical customers via the 1,400 person VWR worldwide
        sales force. The Company maintains the right to sell its products to
        non-clinical customers under its own label. The Agreement further calls for VWR
        to purchase a minimum of $7.4 million in products from the Company over the
        5-year life of the Agreement in order to maintain exclusivity.

        RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2005
        AND 2004

        REVENUE

        Revenue for the quarter ended June 30, 2005 decreased $12,155, or 8%, to
        $134,092, compared to $146,247 for the quarter ended June 30, 2004. The shift in
        focus toward product sales resulted in an 18% increase in product sales in the
        second quarter of 2005 as compared to the second quarter of 2004. While product
        sales rose, consulting revenue declined as a result of the scheduled completion
        of contracts with consulting clients. In addition, the shift in focus toward
        product sales resulted in a decline in grant revenue of $11,650 to $0, from the
        second quarter of 2004, as research and development related activities were
        shifted to Cell Preservation Services, Inc. For the quarter ended June 30, 2005,
        the Company received management and facilities fees totaling $32,338, as
        compared to $34,377 for the quarter ended June 30, 2004, as a result of the
        research agreement between the Company and Cell Preservation Services, Inc.
        (CPSI), pursuant to which the Company receives facilities and management fees
        from CPSI in exchange for the use of BioLife facilities and management services
        in connection with the research performed on behalf of CPSI. CPSI is a company
        formed by Dr. John M. Baust, a former Biolife employee and the son of Dr. John
        G. Baust, President of BioLife.


                                  7

        Revenue for the six month period ended June 30, 2005 decreased $56,606, or 18%,
        to $253,792, compared to $310,398 for the six month period ended June 30, 2004.
        The shift in focus toward product sales resulted in a 34% increase in product
        sales for the six month period ended June 30, 2005, compared to the six month
        period ended June 30, 2004. While product sales rose, consulting revenue
        declined as a result of the scheduled completion of contracts with consulting
        clients. In addition, the shift in focus toward product sales resulted in a
        decline in grant revenue of $38,936 from the six month period ended June 30,
        2004. For the six month period ended June 30, 2005, the Company received
        management and facilities fees totaling $64,675 as compared to $57,296 for the
        six month period ended June 30, 2004, as a result of the research agreement
        between the Company and CPSI.

        COST OF PRODUCT SALES




105 of 152
        For the quarter ended June 30, 2005, the cost of product sales was $94,929 as
        compared to $38,266 for the quarter ended June 30, 2004. For the six month
        period ended June 30, 2005, the cost of product sales was $143,042 as compared
        to $81,216 for the six month period ending June 30, 2004. This increase was
        primarily due to an increase product sales volume as well as increases in labor
        and raw materials expenditures necessary for fulfillment of the VWR agreement
        including sample production, new labeling requirements, and new packaging
        requirements.

        RESEARCH AND DEVELOPMENT

        Expenses relating to research and development for the quarter ended June 30,
        2005 declined $55,452, or 97%, from the previous quarter ended June 30, 2004.
        This decrease in research and development costs was due to the shift of grant
        related research activities to CPSI pursuant to the research agreement. Three
        former employees of BioLife became CPSI employees to perform grant related
        research and development work. In addition, depreciation and facilities expenses
        were recorded as General and Administrative expenses in 2005 as the Company's
        focus shifted away from research and development to product sales.

        Expenses relating to research and development for the six month period ended
        June 30, 2005 declined $50,655 or 80% from the previous six month period ended
        June 30, 2004. This decrease in research and development costs was in large part
        due to the shift of grant related research activities to CPSI pursuant to the
        research agreement. Three former employees of BioLife became CPSI employees to
        perform grant related research and development work. In addition, depreciation
        and facilities expenses were recorded as General and Administrative expenses in
        2005, as the Company's focus shifted away from research and development to
        product sales.

        SALES AND MARKETING

        For the quarter ended June 30, 2005, sales and marketing expenses decreased
        $78,081, or 89%, to $9,742, compared to $87,823 for the quarter ended June 30,
        2004. The decrease in sales and marketing expense was due primarily to the
        resignation of Alan Rich, Vice President of Sales, on January 31, 2005. In
        addition to the reduction in salaries and insurance expenses, trade show
        attendance fees, advertising, and sales related travel expenses were reduced.

        For the six month period ended June 30, 2005, sales and marketing expenses
        decreased $125,424, or 79%, to $33,798, compared to $159,222 for the six month
        period ended June 30, 2004. The decrease in sales and marketing expense was due
        primarily to the resignation of Alan Rich, Vice President of Sales, on January
        31, 2005. In addition to the reduction in salaries and insurance expenses, trade
        show attendance fees, advertising, and sales related travel expenses were
        reduced.


                                  8

        GENERAL AND ADMINISTRATIVE EXPENSE

        For the quarter ended June 30, 2005, general and administrative expense
        increased $16,661, or 8%, to $217,393, compared to $200,732 for the quarter
        ended June 30, 2004. Facilities expenses for the quarter ended June 30, 2005
        totaled $16,031. There were no facilities expenses recorded as General and
        Administrative expenses for the quarter ended June 30, 2004 as facilities
        expenses related to and were recorded as Research and Development expenses.
        Similarly, depreciation totaled $6,207 for the quarter ended June 30, 2005,
        while depreciation related to and was recorded as Research and Development
        expenses for the quarter ended June 30, 2004.

        For the six month period ended June 30, 2005, general and administrative expense
        decreased $94,018, or 18% to $419,152, compared to $513,170 for the six month



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        period ended June 30, 2004. This decrease was due in large part to writing off
        of previously capitalized loan financing costs of $106,408 associated with note
        obligations that were paid during the first quarter of 2004. Legal fees totaled
        $37,332 for the six month period ending June 30, 2005, as compared to $92,776
        for the six month period ending June 30, 2004. These additional legal fees
        incurred in 2004 were related to the Endocare lawsuit. In addition, the Company
        was able to negotiate and write off $57,844 in liabilities during the first
        quarter of 2004.

        OPERATING EXPENSES AND NET INCOME

        For the quarter ended June 30, 2005, operating expenses decreased $60,209, or
        16%, to $323,617, compared to $383,826 for the quarter ended June 30, 2004. The
        Company reported a net loss of $(187,483) for the quarter ended June 30, 2005,
        compared to a net loss of ($233,494) for the quarter ended June 30, 2004.

        For the six month period ended June 30, 2005, operating expenses decreased
        $208,271, or 25%, to $608,876, compared to $817,147 for the six month period
        ended June 30, 2004. The Company reported a net loss of $(350,260) for the six
        month period ended June 30, 2005, compared to a net loss of ($491,341) for the
        six month period ended June 30, 2004.

        CASH AND CASH EQUIVALENTS

        At June 30, 2005, the Company had cash and cash equivalents of $189,391,
        compared to cash and cash equivalents of $724,344 at June 30, 2004. At June 30,
        2005, the Company had a working capital surplus of $153,145, compared to a
        working capital surplus of $707,564 at June 30, 2004. The decrease in the
        Company's cash and working capital position compared to June 30, 2004 was due to
        the inability of the Company to generate sufficient income from operations to
        meet its operating needs. In addition, the Company made capital improvements and
        expenditures to support product sales growth.

        LIQUIDITY AND CAPITAL RESOURCES

        During the second quarter of 2005, the Company generated $101,754 in product
        sales, the highest product sales quarter since inception. This represents a 12%
        increase over the previous high product sales quarter of $90,513. The second
        quarter exceeded first quarter sales by $14,390, a 16% increase. While the
        increasing product sales appear promising, the Company has been unable to
        support its operations solely from revenue generated from product sales. In
        February 2004, the Company collected $1.88 million from its lawsuit settlement
        with Endocare. This settlement has provided the necessary cash flow to support
        operating activities to date.

        During the six month period ended June 30, 2005, net cash used by operating
        activities was $329,671 as compared to net cash provided by operating activities
        of $703,757 for the six month period ended June 30, 2004. The net cash provided
        from operating activities for the six month period ending June 30, 2004 resulted
        primarily from the collection of the Endocare settlement and was partially
        offset by the reduction in accounts payable, loans payable, accrued expenses,
        and accrued salaries.


                                  9

        Net cash used in investing activities totaled $12,622 for the six month period
        ended June 30, 2005 as the Company purchased new equipment and made leasehold
        improvements to support the manufacturing facility and product sales.

        The Company believes it has sufficient funds to continue operations in the near
        term. Future capital requirements will depend on many factors, including the
        ability to market and sell our product line, research and development programs,
        the scope and results of clinical trials, the time and costs involved in



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        obtaining regulatory approvals, the costs involved in obtaining and enforcing
        patents or any litigation by third parties regarding intellectual property, the
        status of competitive products, the maintenance of our manufacturing facility,
        the maintenance of sales and marketing capabilities, and the establishment of
        collaborative relationships with other parties.

        CRITICAL ACCOUNTING POLICIES AND ESTIMATES

        The Company's discussion and analysis of its financial condition and results of
        operations are based upon its financial statements, which have been prepared in
        accordance with accounting principles generally accepted in the United States.
        The preparation of these financial statements requires the Company to make
        estimates and judgments that affect the reported amounts of assets and
        liabilities, revenues and expenses and related disclosures. On an ongoing basis,
        the Company evaluates estimates, including those related to bad debts,
        inventories, fixed assets, income taxes, contingencies and litigation. The
        Company bases its estimates on historical experience and on various other
        assumptions that are believed to be reasonable under the circumstances, the
        results of which form the basis of the Company's judgments on the carrying value
        of assets and liabilities. Actual results may differ from these estimates under
        different assumptions or conditions.

        The Company believes that following accounting policies involves more
        significant judgments and estimates in the preparation of the financial
        statements. The Company maintains an allowance for doubtful accounts for
        estimated losses that may result from the inability of its customers to make
        payments. If the financial condition of the Company's customers were to
        deteriorate, resulting in their inability to make payments, the Company may be
        required to make additional allowances. The Company writes down inventory for
        estimated obsolete or unmarketable inventory to the lower of cost or market
        based on assumptions of future demand. If the actual demand and market
        conditions are less favorable than projected, additional write-downs may be
        required.

        CONTRACT OBLIGATIONS

        The Company leases equipment as a lessee, under operating leases expiring on
        various dates through 2005. The leases require monthly payments of approximately
        $2,340.

        In January 2004, BioLife signed a 3 year lease with Field Afar Properties, LLC,
        whereby BioLife leases 6,161 square feet of office, laboratory, and
        manufacturing space in Owego, NY at a rental rate of $6,200 per month.
        Renovation of the new facility was completed in April 2004. The Company's Chief
        Executive Officer is an owner of Field Afar Properties, LLC.


                                   10

        ITEM 3. CONTROLS AND PROCEDURES

        At the end of the period covered by this Quarterly Report on Form 10-QSB, the
        Company carried out an evaluation, under the supervision and with the
        participation of the Company's management, including the CEO/CFO, of the
        effectiveness of the design and operation of the Company's disclosure controls
        and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation,
        the Company's CEO/CFO concluded that the Company's disclosure controls and
        procedures are effective in timely alerting him to material information relating
        to the Company required to be included in the Company's periodic SEC filings and
        are designed to ensure that information required to be disclosed by the Company
        in the reports is filed or submitted under the Exchange Act is recorded,
        processed, summarized and reported within the time permitted as specified by the
        rules and forms.




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        The Company does not expect that its disclosure controls and procedures will
        prevent all error and all fraud. A control procedure, no matter how well
        conceived and operated, can provide only reasonable, not absolute, assurance
        that the objectives of the control procedure are met. Because of the inherent
        limitations in all control procedures, no evaluation of controls can provide
        absolute assurance that all control issues and instances of fraud, if any,
        within the Company have been detected. These inherent limitations include the
        realities that judgments in decision-making can be faulty, and that breakdowns
        can occur because of simple error or mistake. Additionally, controls can be
        circumvented by the individual acts of some persons, by collusion of two or more
        people, or by management override of the control. The design of any control
        procedure also is based in part upon certain assumptions about the likelihood of
        future events, and there can be no assurance that any design will succeed in
        achieving its stated goals under all potential future conditions; over time,
        controls may become inadequate because of changes in conditions, or the degree
        of compliance with the policies or procedures may deteriorate. Because of the
        inherent limitations in a cost-effective control procedures, misstatements due
        to error or fraud may occur and not be detected. The Company's disclosure and
        controls procedures are designed to provide reasonable assurance of achieving
        their objectives. The Company's CEO/CFO has concluded that the Company's
        disclosure controls and procedures are effective at the reasonable assurance
        level.

        There were no significant changes in the Company's internal control over
        financial reporting during the quarterly period ended June 30, 2005 that has
        materially affected, or is reasonably likely to materially affect, the Company's
        internal control over financial reporting.


                                       11

                               PART II - OTHER INFORMATION


        ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

                   (a)   The following documents are filed as part of this report:

                         (1)    Financial Statements - filed as part of this report
                               beginning on page 2.

                         (2)    Exhibits

         Exhibit
         Number                              Document
         -------                          --------
           3.1            Certificate of Incorporation, as amended (1)

             3.2          By-Laws, and amendment, dated March 19, 1990, thereto (1)

             4.1          Specimen of Common Stock Certificate (1)

             10.1          Stock Option Plan, dated July 7, 1988, and amendment, dated
                         July 19, 1989 (1)

             10.2         1998 Stock Option Plan (2)

             10.3         Employment Agreement dated July 1, 2002 between the Company
                         and Robert Van Buskirk (3)

             10.4         Employment Agreement dated July 1, 2002 between the Company
                         and John G. Baust (3)

             10.5         Employment Agreement dated November 1, 2002 between the



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                         Company and Alan F. Rich (6)

             10.6          Incubator License Agreement, dated the first day of March
                         1999, between BioLife Technologies, Inc. (name subsequently
                         changed to BioLife Solutions, Inc.) and The Research
                         Foundation of the State University of New York, and extensions
                         thereto, dated February 23, 2000 and February 7, 2001 relating
                         to the incubator space at the State University of New York at
                         Binghamton. (4)

             10.7          Asset Purchase Agreement dated May 26, 2002 (5)

             10.8         Research Agreement dated March 15, 2004 between the Company
                         and CPSI (7)

             10.9         Commercial Lease Agreement dated January 8, 2004 between the
                         Company and Field Afar Properties, LLC (8)

             10.10         Exclusive Private Labeling and Distribution Agreement, dated
                         May 12, 2005, by and between the Company and VWR
                         International, Inc.

             31.1         Certification pursuant to Section 302 of the Sarbanes-Oxley
                         Act of 2002*

             32.1         Certification pursuant to Section 906 of the Sarbanes-Oxley
                         Act of 2002*
        ----------
        (1)     Incorporated by reference to the Company's Annual Report on Form 10-KSB
               for the fiscal year ended December 31, 2000.


                                       12

        (2)      Incorporated by reference to the Company's Definitive Proxy Statement
                for the special meeting of stockholders held on December 16, 1998.

        (3)      Incorporated by reference to the Company's annual report on Form 10-K
                for the year ended December 31, 2000.

        (4)      Incorporated by reference to the Company's quarterly report on Form
                10-QSB for the quarter ended September 30, 2002.

        (5)      Incorporated by reference to the Company's quarterly report on Form 8-k
                filed July 10, 2002.

        (6)      Incorporated by reference to the Company's annual report on From 10-KSB
                for the year ended December 31, 2002.

        (7)      Incorporated by reference to the Company's annual report on From 10-KSB
                for the year ended December 31, 2003.

        (8)      Incorporated by reference to the Company's annual report on From 10-KSB
                for the year ended December 31, 2004.

        *           Filed herewith

                (b)       Form 8-K, filed May 17, 2005, regarding a material agreement
                         between the Company and VWR International, Inc.


                                       13

                                     SIGNATURES



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        In accordance with the requirements of the Exchange Act, the registrant caused
        this report to be signed on its behalf by the undersigned, thereunto duly
        authorized.


                                   BioLife Solutions, Inc.
                                   -----------------------
                                       (Registrant)




        Date: August 15, 2005                 By: /s/ John G. Baust
                                        -------------------------------------
                                        John G. Baust, PhD
                                        President and Chief Executive Officer
                                        (Principal Executive Officer)


                                   14



        Exhibit 31.1


                               CERTIFICATION

              I, John G. Baust, Chief Executive Officer and Chief Financial Officer
        of BioLife Solutions, Inc. (the "Registrant"), certify that:

              1.    I have reviewed this quarterly report on Form 10-QSB of the
        Registrant;

              2.     Based on my knowledge, this report does not contain any untrue
        statement of a material fact or omit to state a material fact necessary to make
        the statements made, in light of the circumstances under which such statements
        were made, not misleading with respect to the period covered by this report;

              3.      Based on my knowledge, the financial statements, and other
        financial information included in this report, fairly present in all material
        respects the financial condition, results of operations and cash flows of the
        Registrant as of, and for, the periods presented in this report;

              4.     I am responsible for establishing and maintaining disclosure
        controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
        15d-15(e)) for the Registrant and I have:

                    a)      designed such disclosure controls and procedures, or
              caused such disclosure controls and procedures to be designed under my
              supervision, to ensure that material information relating to the
              Registrant, including its consolidated subsidiaries, is made known to
              me by others within those entities, particularly during the period in
              which this report is being prepared; and

                     b)    evaluated the effectiveness of the Registrant's
              disclosure controls and procedures and presented in this report my
              conclusions about the effectiveness of the disclosure controls and
              procedures, as of the end of the period covered by this report based on
              such evaluation.




111 of 152
        Dated:        August 15, 2005


        /s/ John G. Baust
        ---------------------------
        John G. Baust, PhD
        Chief Executive Officer
        and Chief Financial Officer



        Exhibit 32.1


                             CERTIFICATION OF PERIODIC REPORT


        I, John G. Baust, Chief Executive Officer and Chief Financial Officer of Biolife
        Solutions, Inc. (the "Company"), certify, pursuant to Section 906 of the
        Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

                 1.       the Quarterly Report on Form 10-QSB of the Company for the
                         quarterly period ended March 31, 2005 (the "Report") fully
                         complies with the requirements of Section 13(a) or 15(d) of
                         the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d));
                         and

                 2.       the information contained in the Report fairly presents, in
                         all material respects, the financial condition and results of
                         operations of the Company.

        Dated:        August 15, 2005


        /s/ John G. Baust
        ---------------------------
        John G. Baust, PhD
        Chief Executive Officer and
        Chief Financial Officer


        A signed original of this written statement required by Section 906 of the
        Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained
        by the Company and furnished to the Securities and Exchange Commission or its
        staff upon request.




             Filings - Form PRE 14A BIOLIFE SOLUTIONS INC For: Sep 28 (10K)


                                    SCHEDULE 14A
                                   (RULE 14A-101)

                           INFORMATION REQUIRED IN PROXY STATEMENT

                                SCHEDULE 14A INFORMATION

                        PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
                             SECURITIES EXCHANGE ACT OF 1934

        Filed by the Registrant|X|
        Filed by a Party other than the Registrant [ ]




112 of 152
        Check the appropriate box:
        |X| Preliminary Proxy Statement              [ ] Confidential, for Use of the
                                              Commission Only (as
                                              permitted by Rule 14a-6(e)(2))
        [ ] Definitive Proxy Statement
        [ ] Definitive Additional Materials
        [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                               BIOLIFE SOLUTIONS, INC.
        --------------------------------------------------------------------------------
                    (Name of Registrant as Specified in Its Charter)


        --------------------------------------------------------------------------------
           (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

        Payment of Filing Fee (Check the appropriate box):
           |X| No fee required.
           [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
               0-11.

            (1) Title of each class of securities to which transaction applies:
        --------------------------------------------------------------------------------
            (2) Aggregate number of securities to which transaction applies:
        --------------------------------------------------------------------------------
            (3) Per unit price or other underlying value of transaction computed
                pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
                filing fee is calculated and state how it was determined):
        --------------------------------------------------------------------------------
            (4) Proposed maximum aggregate value of transaction:
        --------------------------------------------------------------------------------
            (5) Total fee paid:
        --------------------------------------------------------------------------------
            [ ] Fee paid previously with preliminary materials.
        --------------------------------------------------------------------------------
            [ ] Check box if any part of the fee is offset as provided by Exchange Act
                Rule 0-11(a)(2) and identify the filing for which the offsetting fee
                was paid previously. Identify the previous filing by registration
                statement number, or the Form or Schedule and the date of its filing.

            (1) Amount Previously Paid:
        --------------------------------------------------------------------------------
            (2) Form, Schedule or Registration Statement No.:
        --------------------------------------------------------------------------------
            (3) Filing Party:
        --------------------------------------------------------------------------------
            (4) Date Filed:
        --------------------------------------------------------------------------------


                              BIOLIFE SOLUTIONS, INC.
                                171 Front Street
                                 Owego, NY 13827

                                 --------------

                       NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                         TO BE HELD ON SEPTEMBER 28, 2005

        To the Stockholders of
        BIOLIFE SOLUTIONS, INC.

        Notice is hereby given that the Annual Meeting of Stockholders of BioLife



113 of 152
        Solutions, Inc., a Delaware corporation (the "Company"), will be held at the
        offices of Breslow & Walker, LLP, 767 Third Avenue, New York, NY 10017, on
        September 28, 2005, at 10:00 am, Eastern Standard Time, for the following
        purposes:

              1.     To elect a board of four directors to serve until the next
                    Annual Meeting of Stockholders and until their successors are
                    duly elected and qualified.

              2.     To approve an amendment to the Company's Certificate of
                    Incorporation to increase the number of authorized shares of
                    common stock from 25,000,000 to 100,000,000.

              3.     To approve an amendment to the Company's 1998 Stock Option
                    Plan to increase the number of shares of common stock reserved
                    for issuance thereunder from 4,000,000 to 10,000,000.

              4.     To ratify the appointment of Aronson & Company to serve as
                    independent auditors for the year ending December 31, 2005.

              5.     To transact such other business as may properly come before
                    the meeting or any postponements or adjournments thereof.

        The Board of Directors has fixed the close of business on August 19, 2005 as the
        record date for the determination of stockholders entitled to notice of and to
        vote at the Annual Meeting or any adjournments thereof.

        ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. WHETHER OR
        NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO COMPLETE, SIGN, AND DATE
        THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. IF YOU
        ATTEND THE MEETING, YOU MAY VOTE YOUR SHARES IN PERSON IF YOU WISH TO DO SO,
        EVEN IF YOU HAVE SIGNED AND RETURNED YOUR PROXY CARD.

                                     By Order of the Board of Directors,


                                     -------------------------------
                                     John G. Baust, President

                                     Owego, New York
                                     August 26, 2005


                    IT IS IMPORTANT THAT THE ENCLOSED PROXY FORM
                        BE COMPLETED AND RETURNED PROMPTLY


                            BIOLIFE SOLUTIONS, INC.
                              171 FRONT STREET
                               OWEGO, NY 13827

                               ---------------

                               PROXY STATEMENT

                               ---------------

                         ANNUAL MEETING OF STOCKHOLDERS

                          TO BE HELD SEPTEMBER 28, 2005

                            SOLICITATION OF PROXIES

        This Proxy Statement is furnished in connection with the solicitation by the



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        Board of Directors of BioLife Solutions, Inc., a Delaware corporation (the
        "Company"), of proxies to be voted at the Annual Meeting of Stockholders of the
        Company to be held on September 28, 2005 (the "Meeting"), at 10:00 a.m., Eastern
        Standard Time, at the offices of Breslow & Walker, LLP, 767 Third Avenue, New
        York, NY 10017, and at any adjournments thereof.

        A form of proxy is enclosed for use at the Meeting. The proxy may be revoked by
        a stockholder at any time before it is voted by execution of a proxy bearing a
        later date or by written notice to the Secretary of the Company before the
        Meeting, and any stockholder present at the Meeting may revoke his or her proxy
        thereat and vote in person if he or she desires. When such proxy is properly
        executed and returned, the shares of Common Stock, Series F Preferred Stock, and
        Series G Preferred Stock it represents will be voted at the Meeting in
        accordance with any instructions noted thereon. If no direction is indicated,
        all shares of Common Stock, Series F Preferred Stock, and Series G Preferred
        Stock represented by valid proxies received pursuant to this solicitation (and
        not revoked prior to exercise) will be voted (i) FOR the election of the
        nominees for directors named in this Proxy Statement, (ii) FOR the proposed
        amendment to the Certificate of Incorporation to increase the number of
        authorized shares of common stock from 25,000,000 to 100,000,000 (the "Common
        Stock Increase"), (iii) FOR the proposed amendment to the Company's 1998 Stock
        Option Plan to increase the number of shares of Common Stock reserved for
        issuance thereunder from 4,000,000 to 10,000,000 (the "Plan Increase"), and (iv)
        FOR the ratification of the appointment of Aronson & Company to serve as
        independent auditors for the year ending December 31, 2005, and (v) in
        accordance with the judgment of the persons named in the proxy as to such other
        matters as may properly come before the Meeting.

        The cost for soliciting proxies on behalf of the Board of Directors will be
        borne by the Company. In addition to solicitation by mail, proxies may be
        solicited in person or by telephone, telefax, or cable by personnel of the
        Company who will not receive any additional compensation for such solicitation.
        The Company may reimburse brokers or other persons holding stock in their names
        or the names of their nominees for the expenses of forwarding soliciting
        material to their principals and obtaining their proxies. The approximate date
        of mailing of this Proxy Statement and accompanying form of proxy is August 26,
        2005.


        The close of business on August 19, 2005 has been fixed as the record date for
        the determination of stockholders entitled to notice of and to vote at the
        Meeting. On that date there were 12,413,209 shares of the Company's Common
        Stock, par value $.001 per share ("Common Stock"), issued and outstanding, each
        of which has one vote on each matter to be presented at the Meeting (the
        "Proposals"), 12,000 shares of the Company's Series F Convertible Preferred
        Stock, par value $.001 ("Series F Preferred Stock"), issued and outstanding,
        each of which has four hundred (400) votes on each Proposal, and 55.125 shares
        of the Company's Series G Convertible Preferred Stock, par value $.001 ("Series
        G Preferred Stock"), issued and outstanding, each of which has three hundred
        twelve thousand five hundred (312,500) votes on each Proposal. The holders of
        Common Stock, the holders of Series F Preferred Stock, and the holders of Series
        G Preferred Stock will vote together on the proposals as if they held one class
        of stock. The holders of stock representing a majority of the votes entitled to
        be cast at the Meeting, present in person or by proxy, will constitute a quorum
        for the transaction of business at the Meeting and any adjournments thereof.
        Election of the Directors requires a plurality of the votes entitled to be cast
        by holders of stock represented in person or by proxy at the Meeting. Approval
        of the Common Stock Increase Proposal requires the affirmative vote of the
        holders of stock representing a majority of the votes entitled to be cast at the
        Meeting. Approval of the Plan Increase Proposal and the ratification of the
        independent auditors requires the affirmative vote of the holders of stock
        representing a majority of shares present in person or represented by proxy at
        the Meeting and entitled to vote thereon.




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        All votes will be tabulated by the inspector(s) of election appointed for the
        Meeting, who will separately tabulate affirmative and negative votes,
        abstentions and broker non-votes. Abstentions and broker non-votes shall each be
        included as shares present and voting for the purpose of determining whether a
        quorum is present at the Meeting. Abstentions will be counted toward the
        tabulation of votes cast on the Proposals and will have the same effect as
        negative votes. Broker non-votes are not counted in determining whether a
        Proposal has been approved.

                                    2

        PROPOSAL NO. 1 - ELECTION OF DIRECTORS

        NOMINEES

        Four persons, all of whom are members of the present Board of Directors, are
        nominees for election at the Annual Meeting to hold office until the next annual
        meeting and until their respective successors are elected and qualified. Unless
        authority to vote for any director is withheld in a proxy, it is intended that
        each proxy will be voted for the four nominees named below.

        It is expected that all nominees will be able and willing to serve as directors.
        However, in the event that any nominee is unable or declines to serve as a
        director at the time of the Annual Meeting, the proxies will be voted for any
        nominee who shall be designated by the present Board of Directors to fill the
        vacancy. The Board of Directors has no reason to believe that any of the persons
        named will be unable or unwilling to serve as director if elected.

        REASON FOR SUBMISSION TO STOCKHOLDERS

        This Proposal is being submitted to stockholders to satisfy the requirements of
        the Delaware General Corporation Law.

        REQUIRED VOTE

        Approval of the nominees for election to the Board of Directors will require the
        affirmative vote of the holders of stock representing a plurality of the votes
        present at the Annual Meeting in person or by proxy and entitled to vote.

        THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF
        ALL NOMINEES LISTED TO THE BOARD OF DIRECTORS.

        NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

             Name                  Age            Present office or Position
             ----                ---          --------------------------

             John G. Baust, Ph.D.        62          Director, Chief Executive Officer

             Howard S. Breslow           65          Director, Secretary

             Roderick de Greef          43          Director

             Thomas Girschweiler         47          Director



        The following information is submitted concerning the nominees named for
        election as directors based upon information received by the Company from such
        persons.

                                    3

        John G. Baust, Ph.D., has been the President and Chief Executive Officer of the



116 of 152
        Company since July 2002. Previously he was Senior Vice President of Cryomedical
        Sciences, Inc. ("CMSI"), the Company's predecessor, since January 1995, Chief
        Scientific Officer since August 1993, Vice President, Research and Development
        from July 1990 to January 1995, and a consultant from April 1990 to July 1990.
        Dr. Baust became a director of CMSI on October 13, 2000. Since 1987, Dr. Baust
        has also been a Professor and the Director of the Center for Cryobiological
        Research at the State University of New York at Binghamton, and since July 1994,
        Dr. Baust has also been Adjunct Professor of Surgery, Medical College of
        Pennsylvania. From 1984 to 1987, he was a Professor at, and the Director of, the
        Institute of Low Temperature Biology at the University of Houston.

        Howard S. Breslow has served as a director of the Company since July 1988. He
        has been a practicing attorney in New York City for 40 years and is a member of
        the law firm of Breslow & Walker, LLP, New York, New York, which firm serves as
        general counsel to the Company. Mr. Breslow currently serves as a director of
        Excel Technology, Inc., a publicly-held company engaged in the manufacture and
        marketing of photonics-based solutions, consisting of laser systems and
        electro-optical components, primarily for industrial and scientific
        applications, and Lucille Farms, Inc., a company engaged in the manufacture and
        marketing of dairy products.

        Roderick de Greef has served as a director of the Company since June 19, 2000.
        From March 2001 to present, Mr. de Greef has served as Executive Vice President,
        Chief Financial Officer and Secretary of Cardiac Sciences, Inc., a public
        company traded on NASDAQ, under the ticker "DFIB". Since 1995 Mr. de Greef has
        provided corporate finance advisory services to a number of early stage
        companies, including the Company, where he was instrumental in securing the
        Company's equity capital beginning in June 2000, and advising on merger and
        acquisition activity. From 1989 to 1995, Mr. de Greef was Vice President and
        Chief Financial Officer of BioAnalogics, Inc. and International BioAnalogics,
        Inc., publicly held, development stage medical technology companies located in
        Portland, Oregon. From 1986 to 1989, Mr. de Greef was Controller and then Chief
        Financial Officer of Brentwood Instruments, Inc., a publicly held cardiology
        products distribution company based in Torrance, California. Mr. de Greef has a
        B.A. in Economics and International Relations from California State University
        at San Francisco and an M.BA. from the University of Oregon.

        Thomas Girschweiler joined the Board in 2003. Mr. Girschweiler has been engaged
        in corporate financing activities on his own behalf since 1996. From 1981 to
        1996 he was an investment banker with Union Bank of Switzerland. Thomas
        Girschweiler was graduated at the Swiss Banking School.

        DIRECTOR COMPENSATION

        The Company has not compensated its directors for their services in such
        capacity, except that on May 12, 2005, each of the directors received a ten-year
        fully vested non-incentive stock option to purchase 250,000 shares of the
        Company's common stock at $0.08 per share.

                                  4

        BOARD MEETINGS

        The Board of Directors held meetings or acted by unanimous consent on fourteen
        (14) occasions during the twelve months ended December 31, 2004. Meetings were
        attended by all directors. Although the Company does not have a formal policy
        regarding attendance by the Board of Directors at the Company's Annual Meeting
        of Stockholders, it strongly encourages directors to attend. Because of
        financial constraints, the Company did not hold an Annual Meeting of
        Stockholders last year.

        BOARD COMMITTEES

        AUDIT COMMITTEE. The Board of Directors does not have an audit committee or an



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        audit committee financial expert. The Company does believe, based on its current
        operations, that the failure to have such a committee or expert is material to
        the integrity of the financial statements of the Company.

        COMPENSATION COMMITTEE. The Board of Directors does not have a compensation
        committee. Management compensation for fiscal year 2004 was determined by the
        non-employee members of the Board of Directors.

        NOMINATING COMMITTEE. The Board of Directors has no standing nominating
        committee. The Company believes that obtaining input from all of its directors
        in connection with Board nominations enhances the nomination process. The
        Company currently does not have a charter with regard to the nomination process.
        The nominations of the directors standing for election or re-election at the
        Meeting were unanimously recommended for selection by the independent directors
        (as defined by NASDAQ rules), and were unanimously approved by the Board of
        Directors.

        The Company does not have a formal policy concerning stockholder recommendations
        of nominees to the Board of Directors. The need for such a policy has not arisen
        since, to date, the Company has not received any recommendations from
        stockholders requesting that the Board of Directors consider a candidate for
        inclusion among the Board's slate of nominees in the Company's proxy statement.
        The absence of such a policy does not mean, however, that a recommendation would
        not have been considered had one been received. The Company will consider
        director candidates recommended by stockholders. Any stockholder desiring to
        make such a recommendation should send the recommendation, in writing, to the
        Corporate Secretary at the address of the Company set forth on the first page of
        this Proxy Statement, no later than the date by which stockholder proposals for
        action must be submitted. The recommendation should include the recommended
        candidate's biographical data, and should be accompanied by the candidate's
        written consent to nomination and to serving as a director, if elected.

        The Company's goal is to assemble a Board of Directors that brings to the
        Company a variety of perspectives and skills derived from business and
        professional experience. The Company does not have any formal rules or policies
        regarding minimum qualifications for nominees, but expects that its candidates
        be of the highest ethical character, share the values of the Company, have
        reputations, both personal and professional, consistent with the image and
        reputation of the

                                  5

        Company, be highly accomplished in their respective field, and possess the
        relevant expertise and experience necessary to assist the Board of Directors and
        the Company to increase stockholder value.

        The Board of Directors identifies nominees by first evaluating the current
        members of the Board of Directors willing to continue in service. Current
        members of the Board with skills and experience that are relevant to the
        Company's business and who are willing to continue in service are considered for
        re-nomination, balancing the value of continuity of service by existing members
        of the Board with that of obtaining a new perspective. If any member of the
        Board does not wish to continue in service or if the Board of Directors decides
        not to re-nominate a member for re-election, the Board of Directors will seek to
        identify nominees that possess the characteristics outlined above. Current
        members of the Board of Directors are polled for suggestions. Research also may
        be performed to identify qualified individuals. To date, the Company has not
        engaged third parties to identify, evaluate, or assist in identifying potential
        nominees, although the Company reserves the right in the future to retain a
        third party search firm, if necessary.

        In evaluating director nominees, the Board of Directors may consider the
        following factors:




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             o   the appropriate size and the diversity of the Company's Board of
                 Directors;

             o   the needs of the Company with respect to the particular talents and
                 experience of its directors;

             o    the knowledge, skills and experience of nominees, including experience
                 in technology, business, or finance, in light of prevailing business
                 conditions and the knowledge, skills and experience already possessed
                 by other members of the Board;

             o   familiarity with national and international business matters;

             o   experience with accounting rules and practices; and

             o   the need to satisfy governance and other standards set by the SEC.

        The Board of Directors may also consider such other factors as it may deem to be
        in the best interests of the Company and its stockholders.

        COMMUNICATING WITH DIRECTORS

        Stockholders may contact any of our directors or our Board of Directors as a
        group by writing to them c/o BioLife Solutions, Inc., 171 Front Street, Owego,
        NY 13827, Att: Dr. John G. Baust. All communications will be received, processed
        and forwarded to the directors by the Corporate Secretary. You will receive a
        written acknowledgement from the Corporate Secretary upon receipt of your
        communication if you include a return address.

                                    6

        EXECUTIVE OFFICERS OF THE REGISTRANT

        The executive officers of the Company are as follows:

                 Name             Age            Present office or Position
                 ----           ---          --------------------------

             John G. Baust, Ph.D.       62          Chief Executive Officer, President


        Officers are appointed by, and hold office at the pleasure of, the Board of
        Directors. Officers serve at the discretion of the Board of Directors and are
        elected at the annual meeting of the Board of Directors.




                                    7

        EXECUTIVE COMPENSATION

        The following table sets forth certain information concerning the compensation
        paid by the Company to its Chief Executive Officer and to each of its executive
        officers (other than the Chief Executive Officer) who received salary and bonus
        payments in excess of $100,000 during the fiscal year ended December 31, 2004
        (collectively the "Named Executive Officers").

                                                              Annual Compensation
                                                  ----------------------------------------------------




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             Name and Principal                     Fiscal                               Other Annual
                 Positions                      Year         Salary ($)       Bonus ($)      Compensation ($)
        --------------------------------         -------------   -------------- ------------- ------------------

              John G. Baust, Ph.D                     2004             240,000(1)               -                   -
             Chief Executive Office,r                 2003             240,000(2)               -                7,490 (3)
                President, and                      2002              202,369               50,000               3,600 (3)
                   Director

                 Alan Rich                  2004           174,587(4)            -          7,200(3)
              VP Sales & Marketing               2003           150,000(5)            -             -
                                         2002            15,000             -             -
                                                       Long Term Compensation
                                    -------------------------------------------------------------------------
                                             Awards                            Payouts
                                    --------------------------------     -----------------------------------
                                     Restricted
             Name and Principal                Stock          Options/            LTIP          All Other
                 Positions              Award(s)          SARs (#)            Payouts          Compensation
        -------------------------------- -------------- --------------         -----------    -------------------

              John G. Baust, Ph.D                       -            -              -                    -
             Chief Executive Office,r                   -            -              -                    -
                President, and                      -            1,000,000              -                    -
                   Director

                 Alan Rich                      -                 -             -                    -
              VP Sales & Marketing                      -             100,000                -                    -
                                            -                -              -                    -

        (1) Consists of $176,490 paid compensation and $63,510 accrued salary paid in
           2005.

        (2) Consists of $170,654 paid compensation, $53,125 paid in 2.125 units of
           Series G Preferred Stock, and $16,221 accrued salary paid in 2004.

        (3) Represents auto allowance.

        (4) Consists of $150,000 paid compensation, $20,248 paid commissions, and
           $4,339 accrued commissions paid in 2004. (5) Consists of $103,846 paid
           compensation, $12,500 paid in 1.0 units of Series G Preferred Stock, and
           $33,654 accrued salary paid in 2004.


        OPTION/SAR GRANTS IN YEAR-ENDED DECEMBER 31, 2004

        In 2004, the Company issued no options to purchase shares of Common Stock to its
        Named Executive Officers.

                                        8

        AGGREGATED OPTION/SAR EXERCISES DURING THE 2004 FISCAL YEAR AND THE 2004 FISCAL
        YEAR OPTION/SAR VALUES

        The following table provides information related to options exercised by each of
        the Named Executive Officers during the 2004 fiscal year and the number and
        value of options held at December 31, 2004. The Company does not have any
        outstanding stock appreciation rights. None of the options were in the money at
        December 31, 2004.

                                                                 Number of Securities                Value of Unexercised
                                                                 Underlying Unexercised                  in the money
                                                                 Options/SAR at Fiscal               Options/SAR at Fiscal
                                                                    Year End (#)                     Year End ($)(1)



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                                                      ------------           ---------------
                         Shares Acquired      Value
          Name              On Exercise(#) Realized($)       Exercisable Unexercisable        Exercisable Unexercisable
         ------           --------------- ----------- ----------- -------------    ----------- -------------
        John G. Baust, Ph.D.         -          -       1,542,000       1,000,000           -          -

        Alan F. Rich             -         -              -        -           -          -

        --------------------------
            (1) The closing price for the Common Stock as reported on the OTC Bulletin
                Board on December 31, 2004 was $0.09. Value is calculated on the basis
                of the difference between the option exercise price and $0.09
                multiplied by the number of shares of Common Stock underlying the
                option.

             (2) Mr. Rich's employment relationship with the Company ended in February
                2005.

        EMPLOYMENT AGREEMENTS

        The Company has an employment agreement with its President and Chief Executive
        Officer, dated July 1, 2002, which was to expire on June 30, 2004, but which was
        automatically renewed for a one-year term. The agreement provides for a salary
        of $20,000 per month and an incentive bonus based on certain milestones, as
        determined by the Board of Directors. The officer also received a $50,000
        signing bonus in 2002 and ten-year incentive stock options to purchase 1,000,000
        shares of Common Stock, which options vest ratably over five years on the
        anniversary date of the grant. The agreement also provides an automobile
        allowance of $600 per month.

        The Company had an employment agreement with its Vice President, Sales and
        Marketing which expired on October 31, 2004. The agreement provided for a salary
        of $12,500 per month, an incentive bonus based on certain milestones, as
        determined by the Board of Directors, ten-year incentive stock options to
        purchase 400,000 shares of Common Stock vesting ratably over four years on the
        anniversary date of the grant, and an automobile allowance of $600 per month.
        Mr. Rich's employment relationship with the Company ended in February 2005.

        Every officer of the Company has executed a Proprietary Information and
        Inventions Agreement pursuant to which each agreed, among other things, to keep
        the Company's information confidential and assigned all inventions to the
        Company, except for certain personal inventions not related to the Company's
        work, whether existing or later developed.

                                     9

        COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

        Management compensation for fiscal year 2004 was determined by the non-employee
        members of the Board. There were no compensation committee interlocks.




        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        Until 2004, the Company conducted its internal research through Small Business
        Innovative Research ("SBIR") grants awarded by the National Institutes of
        Health. In 2004, the Company elected to not continue to directly engage in the
        SBIR grant program. Accordingly, the Company entered into a Research Agreement
        with Cell Preservation Services, Inc. ("CPSI") to outsource to CPSI all BioLife
        research currently funded through SBIR grants. CPSI is owned by Dr. John M.
        Baust, a recognized expert in cell preservation, a former employee of BioLife
        and the son of John G. Baust, the CEO of BioLife. Robert Van Buskirk, formerly
        Vice President, Business Development of BioLife and the person primarily



121 of 152
        responsible for processing applications for SBIR grants for BioLife, also has
        left the employ of BioLife and joined CPSI. The Research Agreement, which was
        negotiated on an arms length basis and designed to comply with the rules and
        regulations applicable to the performance of research with respect to SBIR
        grants, establishes a format pursuant to which CPSI will (a) take over the
        processing of existing applications for SBIR grants applied for by BioLife
        ("Current Projects"), (b) apply for additional SBIR grants for future research
        projects ("Future Projects"), (c) perform a substantial portion of the principal
        work to be done, in terms of (i) time spent, and (ii) research, in connection
        with Current Projects and Future Projects (the "Research"), and (d) utilize
        BioLife personnel as consultants with respect to such Research. In conjunction
        therewith BioLife has granted to CPSI a non-exclusive, royalty free license
        (with no right to sublicense) to use BioLife's technology solely for the purpose
        of conducting the research in connection with the Current Projects and Future
        Projects. Pursuant to the Research Contract, (x) BioLife will, among other
        matters, provide CPSI with (i) suitable facilities in which to conduct the
        Research, including basic research equipment and office equipment
        ("Facilities"), and (ii) management services ("Management Services"), and (y)
        CPSI will (i) accept assignment of Current Projects, (ii) be responsible for
        conducting Research with respect to Current Projects and Future Projects, (iii)
        as mutually agreed to by the parties and within the confines of the rules and
        regulations applicable to the performance of Research with respect to SBIR
        grants, utilize BioLife's personnel as consultants, (iv) provide suitable
        experienced personnel, including, without limitation, a principal
        investigator/program director, to conduct the Research, (v) comply with all
        federal laws, rules and regulations applicable to SBIR grants and file all
        necessary forms and reports with the federal agency awarding the SBIR grants,
        and (vi) utilize the Facilities and Management Services and pay BioLife fees
        with respect thereto. BioLife is to own all right, title and interest in and to
        any technology, inventions, designs, ideas, and the like (whether or not
        patentable) that emanates from the Current Projects, Future Projects and
        Research.

        Howard S. Breslow, a director of the Company, is a member of Breslow & Walker,
        LLP, general

                                   10

        counsel to the Company. Mr. Breslow currently owns 53,600 shares of Common Stock
        of the Company and directly or indirectly owns options and warrants to purchase
        an aggregate of 2,477,910 additional shares. The Company incurred $80,118 in
        legal fees during the year ended December 31, 2004 for services provided by
        Breslow & Walker, LLP. At December 31, 2004 accounts payable includes $28,027
        due to Breslow & Walker, LLP.

        Thomas Girschweiler, a director of the Company, loaned the Company, in the form
        of notes, $250,000, $100,000 and $100,000 in March 2002, March 2003 and May
        2003, respectively. The notes accrued interest at the rate of 10% per annum. On
        March 1, 2004, the Company paid Mr. Girschweiler $515,418, including principal
        and accrued interest, in satisfaction of the outstanding notes.

        REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION

        COMPENSATION GUIDELINES

               The Company is engaged in a highly competitive industry and must attain
        high levels of quality and safety in the formulation and production of its
        products. To succeed, the Company believes that it must offer executive
        compensation that reflects competitive pay practices of other companies and job
        responsibility, and enables the Company to attract, retain, and reward
        qualified, experienced executives. The Company also believes that any
        competitive pay package should be structured, in part, to align management's
        interests with the success of the Company by making a portion of compensation
        dependent on operating achievements and, to a lesser extent, on stock



122 of 152
        performance. The non-employee members of the Board of Directors have determined
        that these objectives are best met by offering the Company's executive officers
        competitive base salaries, stock options that vest over time, and, where
        appropriate, bonuses based on the achievement of milestones, as determined by
        the Board of Directors.

        CHIEF EXECUTIVE OFFICER COMPENSATION

               Based on the criteria described above, the non-employee members of the
        Board of Directors ratified the automatic renewal provision of Dr. Baust's
        employment contract in 2004. In making the determination, the non-employee
        directors considered several factors including the Company's revenues, losses,
        and cash-flow and future business prospects. Dr. Baust did not receive a bonus
        in 2004.

                                          Howard S. Breslow
                                          Roderick deGreef
                                          Thomas Girschweiler


                                     11

         BENEFICIAL OWNERSHIP OF THE COMPANY'S SECURITIES

        The following table sets forth, as of August 15, 2005, certain information
        regarding the beneficial ownership of Common Stock and Series F Preferred Stock
        and Series G Preferred Stock by (i) each stockholder known by the Company to be
        the beneficial owner of more than 5% of the outstanding shares thereof; (ii)
        each director of the Company; (iii) each Named Executive Officer of the Company;
        and (iv) all of the Company's current directors and executive officers as a
        group.

        Name and Address                                Common Stock                Series F Preferred       Series G Preferred
        of Beneficial Owner                            (% of class) (1)         (% of class)           (% of class)
        ------------------------------------------------------------------------------------------------------------------------
        John G. Baust (Director, Executive Officer)
        c/o BioLife Solutions, Inc.
        171 Front Street                              3,640,525 (22.7%)(2)          -                  2.125 (3.9%)
        Owego, NY 13827

        Howard S. Breslow, Esq. (Director)
        c/o Breslow & Walker, LLP
        767 Third Avenue                              2,531,510 (17.0%)(3)          -                  -
        New York, NY 10017

        Roderick de Greef (Director)
        c/o BioLife Solutions, Inc.
        171 Front Street                             4,514,699 (27.4%)(4)          1,000 (8.3%)              4.0 (7.3%)
        Owego, NY 13827

        Walter Villiger
        Hurdnerstrasse 10
        P.O. Box 1474                                17,072,314               5,000 (41.7%)            18.0 (32.7%)
        CH-8649 Hurden, Switzerland                       (58.7%)(5)

        Thomas Girschweiler (Director)
        Wissmannstrasse 15                              12,854,278               3,450 (28.8%)              10.0 (18.1%)
        8057 Zurich, Switzerland                         (52.0%)(6)

        Karl-Heinz Illenseer
        Wissmannstrasse 15                              3,910,714 (24.0%)(7)            -                  6.0 (10.9%)
        8057 Zurich, Switzerland

        Clariden Bank



123 of 152
        Claridenstrasse 26
        Postfach 5080                               2,520,513 (17.8%)(8)            2,000 (16.7%)          -
        CH-8022 Zurich, Switzerland

        Richard Molinsky
        c/o BioLife Solutions, Inc.
        171 Front Street                             2,583,333 (17.2%)(9)           -                 4.0 (7.3%)
        Owego, NY 13827

        Francois Illenseer
        Wissmannstrasse 15                             2,607,143                -                   4.0 (7.3%)
        8057 Zurich, Switzerland                        (17.4%)(10)

        Charlotte Illenseer
        Wissmannstrasse 15                             2,607,143                -                   4.0 (7.3%)
        8057 Zurich, Switzerland                        (17.4%)(11)

        Robert Van Buskirk                            1,095,935 (8.1%)(12)              -              1 (1.8%)
        c/o CPSI, 2 Court Street
        Owego, New York 13827

                                      12

        Name and Address                                Common Stock                Series F Preferred       Series G Preferred
        of Beneficial Owner                            (% of class) (1)         (% of class)           (% of class)
        ------------------------------------------------------------------------------------------------------------------------
        John M. Baust                                1,085,340(8.0%)(13)            -                 1 (1.8%)
        c/o CPSI, 2 Court Street
        Owego, New York 13827

        All officers and directors as a group
        (four persons)                              23,541,012 (67.9%)           4,450 (37.1%)            16.125 (29.3%)

                   -------------------------------------------------------------
             (1)    Shares of Common Stock subject to options and warrants currently
                   exercisable or exercisable within 60 days of July 31, 2005 are deemed
                   outstanding for computing the number of shares and the percentage of
                   the outstanding shares held by a person holding such options or
                   warrants, but are not deemed outstanding for computing the percentage
                   of any other person. Except as indicated by footnote, and subject to
                   community property laws where applicable, the Company believes that the
                   persons named in the table have sole voting and investment power with
                   respect to all shares shown as beneficially owned by them.

             (2)    Includes 1,942,000 shares of Common Stock issuable upon the exercise of
                   outstanding stock options under the Company's 1988 and 1998 Stock
                   Option Plans, 664,063 shares of Common Stock issuable upon the
                   conversion of Series G Preferred Stock, 990,618 shares of Common Stock
                   issuable upon the exercise of outstanding warrants, and 43,844 shares
                   of Common Stock, 39,844 of which were earned as dividend on Preferred
                   Stock.

             (3)    Includes 399,000 shares of Common Stock issuable upon the exercise of
                   outstanding stock options under the Company's 1988 and 1998 Stock
                   Option Plans, 2,078,910 shares of Common Stock issuable upon the
                   exercise of outstanding warrants owned of record by Breslow & Walker,
                   LLP (1,358,910) and B & W Investments (720,000), both of which are
                   entities in which Mr. Breslow is a partner, and 53,600 common shares.

             (4)    Includes 250,000 shares of Common Stock issuable upon the exercise of
                   outstanding stock options under the Company's 1988 and 1998 Stock
                   Option Plans, 400,000 shares of Common Stock issuable upon the
                   conversion of Series F Preferred Stock, 1,250,000 shares of Common
                   Stock issuable upon the conversion of Series G Preferred Stock,



124 of 152
                   1,814,000 shares of Common Stock issuable upon the exercise of
                   outstanding warrants, and 800,699 shares of Common Stock, 367,399 of
                   which were earned as dividend on Preferred Stock.

             (5)    Includes 2,000,000 shares of Common Stock issuable upon the conversion
                   of Series F Preferred Stock, 5,625,000 shares of Common Stock issuable
                   upon the conversion of Series G Preferred Stock, 7,375,000 shares of
                   Common Stock issuable upon the exercise of outstanding warrants, and
                   2,072,314 shares of Common Stock, 1,672,314 of which were earned as
                   dividend on Preferred Stock.

             (6)    Includes 250,000 shares of Common Stock issuable upon the exercise of
                   outstanding stock options under the Company's 1988 and 1998 Stock
                   Option Plans, 1,380,000 shares of Common Stock issuable upon the
                   conversion of Series F Preferred Stock, 3,125,000 shares of Common
                   Stock issuable upon the conversion of Series G Preferred Stock,
                   6,455,000 shares of Common Stock issuable upon the exercise of
                   outstanding warrants, and 1,644,278 shares of Common Stock, 1,106,218
                   of which were earned as dividend on Preferred Stock.

             (7)    Includes 1,875,000 shares of Common Stock issuable upon the conversion
                   of Series G Preferred Stock, 1,875,000 shares of Common Stock issuable
                   upon the exercise of outstanding warrants, and 160,714 shares of Common
                   Stock earned as dividend on Preferred Stock.

             (8)    Includes 800,000 shares of Common Stock, 800,000 shares of Common Stock
                   issuable upon the conversion of Series F Preferred Stock, 400,000
                   shares of Common Stock issuable upon the exercise of outstanding
                   warrants, and 520,513 shares of Common Stock earned as dividend on
                   Preferred Stock.

             (9)    Includes 1,250,000 shares of Common Stock issuable upon the conversion
                   of Series G Preferred Stock, 1,250,000 shares of Common Stock issuable
                   upon the exercise of outstanding warrants, and 83,333 shares of Common
                   Stock earned as dividend on Preferred Stock.

             (10) Includes 1,250,000 shares of Common Stock issuable upon the conversion
                 of Series G Preferred Stock, 1,250,000 shares of Common Stock issuable
                 upon the exercise of outstanding warrants, and 107,143 shares of Common
                 Stock earned as dividend on Preferred Stock.

             (11) Includes 1,250,000 shares of Common Stock issuable upon the conversion
                 of Series G Preferred Stock, 1,250,000 shares of Common Stock issuable
                 upon the exercise of outstanding warrants, and 107,143 shares of Common
                 Stock earned as dividend on Preferred Stock.

             (12) Includes 275,000 shares of Common Stock issuable upon the exercise of
                 outstanding stock options under the Company's 1988 and 1998 Stock
                 Option Plans, 312,500 shares of Common Stock issuable upon the
                 conversion of Series G Preferred Stock, 489,685 shares of Common Stock
                 issuable upon the exercise of outstanding warrants, and 18,750 shares
                 of Common Stock earned as dividend on Preferred Stock.

             (13) Includes 250,000 shares of Common Stock issuable upon the exercise of
                 outstanding stock options under the Company's 1988 and 1998 Stock
                 Option Plans, 312,500 shares of Common Stock issuable upon the
                 conversion of Series G Preferred Stock, 504,090 shares of Common Stock
                 issuable upon the exercise of outstanding warrants, and 18,750 shares
                 of Common Stock earned as dividend on Preferred Stock.

                                      13

        COMPARISON OF CUMULATIVE TOTAL STOCKHOLDER RETURN




125 of 152
               The following chart compares the percentage change in the cumulative
        total stockholder return on the Common Stock during the period from December 31,
        1999 through the year ended December 31, 2004 with the cumulative total return
        on the NASDAQ Composite Index and the Company Peer Group. The comparison assumes
        $100 was invested in the Common Stock on December 31, 1999, and in each of the
        stocks included in the NASDAQ Composite Index and the Company Peer Group.


                       COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
                         AMONG BIOLIFE SOLUTIONS, INC.,
                       NASDAQ MARKET INDEX AND PEER GROUP INDEX

                                [GRAPHIC OMITTED]

        -----------------------------------------------------------------------------------------------------------------------

                                   ------------------------------- FISCAL YEAR ENDING ------------------------------

        COMPANY/INDEX/MARKET                     12/31/1999       12/29/2000       12/31/2001       12/31/2002      12/31/2003    12/31/2

        BIOLIFE SOLUTIONS, INC.      100.00      312.50      131.25      75.00      68.75       56.25
        CUSTOMER SELECTED STOCK LIST      100.00      177.16      201.11     142.50      212.07       227.24
        NASDAQ MARKET INDEX           100.00      62.85       50.10      34.95      52.55       56.97

        -----------------------------------------------------------------------------------------------------------------------


                                      14

        PROPOSAL NO. 2 - AMEND THE CERTIFICATE OF INCORPORATION TO EFFECT THE COMMON
        STOCK INCREASE

        REASON FOR SUBMISSION TO STOCKHOLDERS

        The Board of Directors unanimously adopted a resolution proposing that Article
        Four of the Company's Certificate of Incorporation be amended to increase the
        number of shares of Common Stock that the Company is authorized to issue from
        25,000,000 to 100,000,000 shares. This proposal is being submitted to
        stockholders to satisfy the requirements of the Delaware General Corporation
        Law.

        REASONS FOR INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

        Presently, the charter authorizes the issuance of 25,000,000 shares of Common
        Stock, of which 12,413,209 shares of Common Stock are issued and outstanding.
        Also, there are outstanding (i) shares of Series F Preferred Stock convertible
        into 4,800,000 shares of Common Stock, (ii) shares of Series G Preferred Stock
        convertible into 17,226,563 shares of Common Stock, (iii) warrants and options
        exercisable into an aggregate of 30,777,858 shares of Common Stock, and (iv)
        4,365,432 shares of Common Stock earned as dividends on Preferred Stock.
        Assuming the conversion/exercise of all outstanding Series F Preferred Stock,
        Series G Preferred Stock, and warrants and options, there would be 69,583,062
        shares of Common Stock issued and outstanding. Thus, there are not a sufficient
        number of authorized shares of Common Stock available for the Company to meet
        its outstanding commitments as well as to provide the Company with flexibility
        in connection with various corporate purposes, including possible future
        financings and stock option grants. In connection with the issuance of various
        securities convertible/exercisable into shares of Common Stock, the Company
        undertook to amend its certificate of incorporation to increase the number of
        authorized shares of Common Stock so as to meet its commitments upon the
        conversion/exercise of such securities (the "Committed Shares").

        EFFECTS OF THE COMMON STOCK INCREASE




126 of 152
        The Common Stock Increase will not alter the par value of the Common Stock or
        the rights of stockholders. It will allow the Company to meet its commitments to
        those security holders who are entitled to the Committed Shares. To the extent
        the Company issued shares of common stock over and above the amount required to
        satisfy its commitments to current security holders, such issuances would reduce
        the proportionate interests in the Company held by current stockholders as well
        as those who receive the Committed Shares.

        NO RIGHT OF APPRAISAL

        Under the Delaware General Corporation Law, dissenting stockholders are not
        entitled to appraisal rights with respect to the Common Stock Increase, and the
        Company will not provide stockholders with any such right.

                                   15

        METHOD OF EFFECTING THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION

        The Common Stock Increase shall become effective, automatically and without
        further action by the stockholders, upon the filing with the Delaware Secretary
        of State of an appropriate Certificate of Amendment to the Certificate of
        Incorporation. The complete text of such amendment is set forth in Exhibit A
        hereto.

        VOTING REQUIREMENT

        Approval of the Common Stock Increase requires the affirmative vote of the
        holders of stock representing a majority of the votes entitled to be cast at the
        Meeting.

        THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE PROPOSED
        AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO EFFECT THE COMMON STOCK
        INCREASE.


                                   16

        PROPOSAL NO. 3 - AMEND THE 1998 STOCK OPTION PLAN

        REASONS FOR THE PLAN INCREASE

        The Company's 1998 Stock Option Plan (the "Plan") was adopted by the Board of
        Directors in August 1998 and approved by stockholders at a special meeting in
        December 1998. Currently, the Plan allows for a maximum of 4,000,000 shares of
        Common Stock (subject to adjustment to cover stock splits, stock dividends,
        recapitalizations, and other capital adjustments) to be issued pursuant to the
        Plan. In contemplation of increasing the number of shares of Common Stock
        covered by the Plan, and subject to approval of the Plan Increase by the
        stockholders of the Company, options were granted to employees and directors of
        and consultants to the Company over and above those currently authorized by the
        Plan. In order to honor the commitments made in connection with such grants, and
        to provide the Company with sufficient flexibility for future grants, the Board
        of Directors amended the Plan, subject to the approval of the Company's
        stockholders, to increase to 10,000,000 the maximum number of shares of Common
        Stock that may be issued pursuant to the Plan (subject to adjustment to cover
        stock splits, stock dividends, recapitalizations, and other capital
        adjustments). The proposal to approve the Plan Increase is now being submitted
        to stockholders for their approval.

        A summary of the Plan as proposed to be amended is set forth below. The summary
        does not purport to be complete and is qualified in its entirety by the text of
        the Plan as proposed to be amended, a copy of which is attached to this Proxy
        Statement as Annex B.




127 of 152
        SUMMARY OF PLAN

        The Plan covers 10,000,000 shares of Common Stock (subject to adjustment to
        cover stock splits, stock dividends, recapitalizations, and other capital
        adjustments). The options granted under the Plan are designated as incentive
        stock options or non-incentive stock options by the Board of Directors or a
        committee thereof, which also have discretion as to the persons to be granted
        options, the number of shares subject to the options, and the terms of the
        option agreements. Only employees (including officers) of the Company and its
        affiliates may be granted incentive stock options. The options to be granted
        under the Plan and designated as incentive stock options are intended to receive
        incentive stock option tax treatment pursuant to Section 422 of the Internal
        Revenue Code of 1986, as amended (the "Code").

        The Plan provides that all options thereunder shall be exercisable during a
        period of no more than ten years from the date of grant (five years for options
        granted to holders who own more than 10% of the total combined voting power of
        all classes of stock of the Company), depending upon the specific stock option
        agreement, and that the option exercise price for incentive stock options shall
        be at least equal to 100% of the fair market value of the Common Stock at the
        time of grant (110% for options granted to holders who own more than 10% of the
        total combined voting power of all classes of stock of the Company). In
        addition, the aggregate fair market value (determined on the date of grant) of
        the Common Stock with respect to which incentive stock options are exercisable
        for the first time by an employee during any calendar year shall not exceed
        $100,000.

        The Plan permits optionees whose employment is terminated without cause and
        other than by

                                  17

        reason of death, disability or retirement at age 65, to exercise their options
        prior to the expiration thereof or within three months, or such longer period as
        the Board of Directors (or a committee thereof) may decide on a case by case
        basis, of termination, whichever is earlier, but only to the extent the holder
        had the right to exercise such options on the date of termination. If the
        employment of an optionee is terminated for cause and other than by reason of
        death, disability or retirement at age 65, any options granted to the optionee
        will terminate automatically. If employment is terminated by reason of
        disability or retirement at age 65, the optionee may exercise his options at any
        time prior to the expiration thereof or within one year from the date of
        termination (three months from the date of termination in the event of
        termination by reason of retirement at age 65), whichever is earlier, but only
        to the extent the holder had the right to exercise such options on the date of
        termination. If employment is terminated by death, the person or persons to whom
        the optionee's rights under the option are transferred by will or the laws of
        descent and distribution have similar rights of exercise within three months
        after such death (but not after the expiration of the option). Options are not
        transferable otherwise than by will or the laws of descent and distribution, or
        pursuant to a qualified domestic relations order as defined under the Code or
        Title I of the Employee Retirement Income Security Act or the rules thereunder,
        and are exercisable during the optionee's lifetime only by the optionee. Shares
        subject to options which expire or terminate may be the subject of future
        options. The Plan terminates on August 30, 2008.

        If shares are issued to the holder of a non-incentive option under the Plan (a)
        no income will be recognized by the holder at the time of grant of the option;
        (b) except as stated below, upon exercise of the option, the holder will
        recognize taxable ordinary income in an amount equal to the excess of the fair
        market value of the shares over the option price; (c) if the holder exercising
        the option is restricted from selling the shares so acquired because the holder
        is an officer or director of the Company and would be subject to liability under
        Section 16(b) of the Exchange Act, then, unless the holder makes an election to



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        be taxed under the rule of clause (b) above, the holder will recognize taxable
        ordinary income, at the time such Section 16(b) restriction terminates, equal to
        the excess of the fair market value of the shares at that time over the option
        price, and any dividends he or she receives on the shares before that time will
        be taxable to him or her as income; (d) the Company will be entitled to a
        deduction at the same time and in the same amount as the holder has income under
        clause (b) or (c); and (e) upon a sale of shares so acquired, the holder may
        have additional short-term or long-term capital gain or loss.

        If shares are issued to the holder of an incentive stock option under the Plan,
        (a) no income will be recognized by such holder at the time of the grant of the
        option or the transfer of shares to the holder pursuant to his or her exercise
        of the option; (b) the difference between the option price and the fair market
        value of the shares at the time of exercise will be treated as an item of tax
        preference to the holder; (c) no deduction will be allowed to the Company for
        federal income tax purposes in connection with the grant or exercise of the
        option; and (d) upon a sale or exchange of the shares after the later of (i) one
        year from the date of transfer of the shares to the original holder, or (ii) two
        years from the date of grant of the option, any amount realized by the holder in
        excess of the option price will be taxed to the holder as a long-term capital
        gain, and any loss sustained by the holder will be a long-term capital loss. If
        the shares are disposed of before the holding period requirements described in
        the preceding sentence are satisfied, (aa) the holder will recognize taxable
        ordinary income in the year of disposition in an amount determined under the
        rules of the Code; (bb) the Company will be entitled to a deduction for such
        year in the amount

                                  18

        of the ordinary income so recognized; (cc) the holder may have additional
        long-term or short-term capital gain or loss; and (dd) the tax preference
        provision might not be applicable.

        The Plan provides for the cashless payment of the exercise price of options
        granted under the Plan by (a) delivery to the Company of shares of Common Stock
        having a fair market value equal to such purchase price, (b) irrevocable
        instructions to a broker to sell shares of Common Stock to be issued upon
        exercise of the option, followed by delivery to the Company of the amount of
        sale proceeds necessary to pay such purchase price, and delivery of the
        remaining cash proceeds less commissions and brokerage fees to the optionee or
        delivery of the remaining shares of Common Stock to the optionee, or (c) by any
        combination of the methods of payment described in (a) and (b) above.

        The Plan also provides that in the event any distribution consists of securities
        (including common stock) held by the Company in any subsidiary or any other
        company, then (i) with respect to securities of a subsidiary, each holder of
        options under the Plan on the record date for such distribution shall be
        entitled to receive options to purchase such number of such securities as is
        equal to the number of securities such holder would have received had he
        exercised all of his options under the Plan (vested and unvested) and owned the
        common stock in the Company underlying such options, which options in the
        subsidiary shall be vested or shall vest to the same extent as such holder's
        options in the Company, and, generally, shall contain such provisions as to put
        such holder in the same equitable position such holder was in prior to the
        distribution, including an allocation of the exercise price for the options
        issued under this Plan to both such option and the options in the subsidiary,
        and (ii) with respect to securities of another company, each holder of options
        under the Plan on the record date for such distribution shall be entitled to
        receive such number of securities as such holder would have received had he
        exercised all of his options under the Plan (vested and unvested) and owned the
        common stock in the Company underlying such options, which securities shall be
        vested or shall vest to the same extent as such holder's options in the Company.
        To the extent such securities do not vest in the holder, they shall be retained
        by the Company.



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        If the shares of Common Stock outstanding are changed in number, kind, or class
        by reason of a stock split, combination, merger, consolidation, reorganization,
        reclassification, exchange, or any capital adjustment, including a stock
        dividend, or if any distribution is made to stockholders other than a cash
        dividend and the Board of Directors (or Committee) deems it appropriate to make
        an adjustment, then (i) the aggregate number and class of shares that may be
        issued under the Plan, (ii) the number and class of shares which are issuable
        under outstanding options, and (iii) the purchase price to be paid per share
        under outstanding options, shall be adjusted in a proportionate and equitable
        manner by the Board of Directors.

        In the event of a liquidation of the Company, or a merger, reorganization, or
        consolidation of the Company with any other corporation in which the Company is
        not the surviving corporation or the Company becomes a wholly-owned subsidiary
        of another corporation, any unexercised options theretofore granted under the
        Plan shall be deemed canceled unless the surviving corporation in any such
        merger, reorganization, or consolidation elects to assume the options under the
        Plan or to issue substitute options in place thereof; provided, however, if such
        options would otherwise be canceled in accordance with the foregoing, the
        optionee shall have the right,

                                     19

        exercisable during a ten-day period immediately prior to such liquidation,
        merger, or consolidation, to exercise the option, in whole or in part. The
        granting of an option pursuant to the Plan shall not affect in any way the right
        or power of the Company to make adjustments, reorganizations, reclassifications,
        or changes of its capital or business structure or to merge, consolidate,
        dissolve, liquidate, or sell or transfer all or any part of its business or
        assets.

        NEW PLAN BENEFITS

        For each of the Named Executive Officers and the various indicated groups, the
        table below shows the benefits that will be allocated to each of the following
        under the plan being acted upon.

                                                  NUMBER OF OPTION                 DOLLAR VALUE
        NAME AND PRINCIPAL POSITION                             SHARES (1)
        -------------------------------------------------- ---------------------    -----------------------
        John G. Baust
        President and Chief Executive Officer                    1,000,000                 $80,000

        Executive group (1 persons)                            1,000,000                 $80,000

        Non-executive director group (3 persons)                     750,000                 $60,000

        Non-executive officer employee group
        (7 persons)                                       910,000                  $72,800

        -------------------------------------
            (1) Stock options exercisable at $.08 per share

        The closing price per share for the Common Stock as reported on the OTC Bulletin
        Board on July 25, 2005 was $0.16.

                                     20

        EQUITY COMPENSATION PLAN INFORMATION

                                                                                    Number of
                                       Number of securities    Weighted average exercise      securities available for
                                    to be issued upon exercise    price of outstanding    future issuance under equity



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                                       of outstanding            options, warrants        compensation plans (excluding
        Plan Category                  options, warrants and rights          and rights         securities reflected in column (a)
        -------------               ----------------------------       ----------       ----------------------------------
                                           (a)                     (b)                    (c)
        Equity compensation plan
        approved by shareholders                      2,906,000               $0.52                     -0-

        Equity compensation plan not
        approved by shareholders                      29,926,858              $0.19                   4,449,000
                                         ----------                -----                ---------

        Total                             32,832,858                   $0.22                  4,449,000
                                         ==========                      =====                    =========


        VOTING REQUIREMENT

        The Plan Increase requires the affirmative vote of the holders of stock
        representing a majority of shares present in person or represented by proxy at
        the Meeting and entitled to vote thereon.

        THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE PROPOSED
        AMENDMENT TO THE PLAN TO EFFECT THE PLAN INCREASE.




                                   21

        PROPOSAL NO. 4 - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS

        The Board of Directors has selected the accounting firm of Aronson & Company to
        serve as the Company's independent auditors for the year ending December 31,
        2005 and proposes the ratification of such decision.

        Aronson & Company has audited the Company's financial statements for the year
        ended December 31, 2004. Representatives of Aronson & Company are expected to be
        present at the Annual Meeting, with the opportunity to make a statement if they
        desire to do so, and to respond to appropriate questions.

        During 2004, Aronson & Company acted as the independent auditors for the
        Company. The following table sets forth the aggregate fees billed by Aronson &
        Company for audit and review services rendered in connection with the financial
        statements and reports for the years ending December 31, 2004 and December 31,
        2003 and for other services rendered during the years ending December 31, 2004
        and December 31, 2003 on behalf of the Company:

                                          2004           2003
                                          ----         ----
                    Audit Fees               $49,275         $64,317
                    Audit-related fees            -0-         -0-
                    Tax fees                  6,775         17,163
                    All other fees              475          -0-
                                         --------     -------
                    Total                  $56,525        $81,480

        The Board of Directors pre-approves all audit and non-audit services to be
        performed by the Company's independent auditors.

        VOTING REQUIREMENT

        Ratification of the appointment of the independent auditors requires the
        affirmative vote of the holders of stock representing a majority of shares



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        present in person or represented by proxy at the Meeting and entitled to vote
        thereon.

        THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
        RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT AUDITORS.

                                  22

        INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

        John G. Baust, the Chief Executive Officer of the Company, and Messrs. Breslow,
        deGreef and Girschweiler, directors of the Company, have an interest in the
        approval of the Plan Increase. On May 12, 2005, the Board of Directors of the
        Company granted to (a) Dr. Baust ten-year options to purchase 1,000,000 shares
        of Common Stock at a price of $.08 per share, which options shall vest to the
        extent of 250,000 shares on the first day of the month following the first
        anniversary date of the grant (the "First Vesting Date") and 20,833 on the first
        day of each of the next 36 months following the First Vesting Date, and (b) to
        each of the aforesaid directors a ten-year, fully vested non-incentive stock
        option to purchase 250,000 shares of Common Stock at a price of $0.08 per share;
        provided, however, that such stock options may not be exercised until such time
        as (x) the amendment to the Company's Stock Option Plan, approved by the
        Company's Board of Directors on October 12, 2004, increasing the number of
        shares of Common Stock covered by Plan from 4,000,000 shares to 7,500,000 shares
        (subsequently increased to 10,000,000 shares) is approved by the Company's
        stockholders, which approval must take place on or before October 12, 2005 (and
        in the event such approval does not take place on or before October 12, 2005,
        the options are rescinded), and (y) the certificate of incorporation of the
        Company is amended to increase the authorized number of shares of common stock
        to a number that is sufficient to accommodate the exercise of all options
        granted to them.

                            STOCKHOLDER PROPOSALS

        Stockholder proposals for action at the Company's Annual Meeting of Stockholders
        for the fiscal year ending December 31, 2004 must be submitted in writing to the
        Company at its address set forth on the first page of this Proxy Statement and
        received by the Company no later than June 1, 2005 in order that they may be
        considered for inclusion in the proxy statement and form of proxy relating to
        that meeting. Stockholders who intend to present a proposal at the Company's
        Annual Meeting of Stockholders for the year ending December 31, 2004 without
        inclusion of such proposal in the Company's proxy materials are required to
        provide notice of such proposal to the Company no later than August 1, 2005. The
        Company reserves the right to reject, rule out of order, or take other
        appropriate action with respect to any proposal that does not comply with these
        and other applicable requirements.

        SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE

        The Company's officers, directors and beneficial owners of more than 10% of any
        class of its equity securities registered pursuant to Section 12 of the
        Securities Exchange Act of 1934 ("Reporting Persons") are required under that
        Act to file reports of ownership and changes in beneficial ownership of the
        Company's equity securities with the Securities and Exchange Commission. Copies
        of those reports must also be furnished to the Company. Based solely on a review
        of the copies of reports furnished to the Company pursuant to that Act, the
        Company believes that during the fiscal year ended December 31, 2004, all filing
        requirements applicable to Reporting Persons were complied with.

                                  23

        OTHER MATTERS

         The Board of Directors of the Company does not know of any other matters that



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        are to be presented for action at the Meeting. Should any other matters properly
        come before the Meeting or any adjournments thereof, the persons named in the
        enclosed proxy will have the discretionary authority to vote all proxies
        received with respect to such matters in accordance with their judgment.

         This Proxy Statement is sent by order of the Board of Directors of the Company.


                                       -----------------------------
                                         John G. Baust
                                         President and
                                         Chief Executive Officer

                                          Owego, New York
                                          August 26, 2005

         STOCKHOLDERS ARE URGED TO SPECIFY THEIR CHOICES AND DATE, SIGN, AND RETURN THE
        ENCLOSED PROXY IN THE ENCLOSED ENVELOPE. A PROMPT RESPONSE IS HELPFUL AND YOUR
        COOPERATION WILL BE APPRECIATED.


                                     24

        ANNEX A

                             CERTIFICATE OF AMENDMENT

                                    OF THE

                            CERTIFICATE OF INCORPORATION

                                     OF

                              BIOLIFE SOLUTIONS, INC.

                (Pursuant to Section 242 of the General Corporation Law of the
                               State of Delaware)


           BioLife Solutions, Inc. (the "Corporation"), a corporation organized and
        existing under the General Corporation Law of the State of Delaware (the "GCL"),
        certifies as follows:

             1. The name of the Corporation is BioLife Solutions, Inc.

          2. The date of filing of the Corporation's certificate of incorporation (the
        "Certificate of Incorporation") with the Secretary of State of the State of
        Delaware was November 5, 1987.

          3. Subdivision (a) of Article Fourth of the Certificate of Incorporation is
        hereby amended so that it shall now read as follows:

               "FOURTH: The aggregate number of shares of stock which the Corporation
               shall have the authority to issue shall be:

                    One hundred million (100,000,000) shares of common stock, each
               having a par value of $.001 (the "Common Stock"), and one million
               (1,000,000) shares of preferred stock, each having a par value of $.001
               (the "Preferred Stock"). The Board of Directors, in its sole discretion,
               shall have full and complete authority, by resolution, from time to time,
               to establish one or more series or classes and to issue shares of
               Preferred Stock, and to fix, determine and vary the voting rights,
               designations, preferences, restrictions, qualifications, privileges,
               limitation, options, conversion rights and other special rights of each



133 of 152
             series or class of Preferred Stock, including, but not limited to,
             dividend rates and manner of payment, preferential amounts payable upon
             voluntary or involuntary liquidation, voting rights, conversion rights,
             redemption prices, terms and conditions, and sinking fund and stock
             purchase prices, terms and conditions."

          4. This Certificate of Amendment to the Certificate of Incorporation was
        authorized by the affirmative vote of the holders of a majority of the
        outstanding shares entitled to vote thereon at a meeting of stockholders
        pursuant to Sections 222 and 242 of the GCL.

          IN WITNESS WHEREOF, I hereunto sign my name and affirm that the statements
        made herein are true under penalties of perjury this ____ day of
        _________________, 2005.

                                      BIOLIFE SOLUTIONS, INC.


                                      By:
                                        -----------------------------
                                        John G. Baust, President and
                                        Chief Executive Officer

                                  2

                                                          ANNEX B

                           BIOLIFE SOLUTIONS, INC.

                            1998 STOCK OPTION PLAN
                           (as amended May 10, 2001)

        1.     PURPOSE OF PLAN. The purpose of this 1998 Stock Option Plan (the "Plan")
        is to further the growth and development of BioLife Solutions, Inc. (the
        "Company") by encouraging and enabling employees, officers, and directors of,
        and consultants and advisors to, the Company to obtain a proprietary interest in
        the Company through the ownership of stock (thereby providing such persons with
        an added incentive to continue in the employ or service of the Company and to
        stimulate their efforts in promoting the growth, efficiency, and profitability
        of the Company), and affording the Company a means of attracting to its service
        persons of outstanding quality.

        2.    SHARES OF STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section
        12 hereof, an aggregate of 10,000,000 shares of the common stock, par value
        $.001 per share, of the Company ("Common Stock") shall be reserved for issuance
        upon the exercise of options which may be granted from time to time in
        accordance with the Plan. As the Board of Directors of the Company ("Board of
        Directors") shall from time to time determine, such shares may be, in whole or
        in part, authorized but unissued shares or issued shares which have been
        reacquired by the Company. If, for any reason, an option shall lapse, expire, or
        terminate without having been exercised in full, the unpurchased shares
        underlying such option shall (unless the Plan shall have been terminated) again
        be available for issuance pursuant to the Plan.

        3.   ADMINISTRATION.

             (a) The Board of Directors shall administer the Plan and, subject to the
        provisions of the Plan, shall have authority to determine and designate from
        time to time those persons eligible for a grant of options under the Plan, those
        persons to whom options are to be granted, the purchase price of the shares
        covered by each option, the time or times at which options shall be granted, and
        the manner in which said options are exercisable. In making such determination,
        the Board of Directors may take into account the nature of the services rendered
        by the respective persons, their present and potential contributions to the



134 of 152
        Company's success, and such other factors as the Board of Directors in its sole
        discretion shall deem relevant. Subject to the express provisions of the Plan,
        the Board of Directors also shall have authority to interpret the Plan, to
        prescribe, amend, and rescind rules and regulations relating to the Plan, to
        determine the terms and provisions of the instruments by which options shall be
        evidenced (which shall not be inconsistent with the terms of the Plan), and to
        make all other determinations necessary or advisable for the administration of
        the Plan, all of which determinations shall be final, binding, and conclusive.

             (b) The Board of Directors may, at its discretion, in accordance with the
        provisions of the Company's By-Laws, appoint from among its members a Stock
        Option or Compensation Committee (the "Committee"). The Committee shall be
        composed of two or more directors and shall have and may exercise any and all of
        the powers relating to the administration of the Plan and


        the grant of options hereunder as are set forth above in Section 3(a), as the
        Board of Directors shall confer and delegate. The Board of Directors shall have
        the power at any time to fill vacancies in, to change the membership of, or to
        discharge, the Committee. The Committee shall select one of its members as its
        Chairman and shall hold its meetings at such time and at such places as it shall
        deem advisable. A majority of the Committee shall constitute a quorum and such
        majority shall determine its action. The Committee shall keep minutes of its
        proceedings and shall report the same to the Board of Directors at the meeting
        next succeeding. No director or member of the Committee shall be liable for any
        action or determination made in good faith with respect to the Plan or any
        option granted thereunder.

        4.   PERSONS TO WHOM SHARES MAY BE GRANTED.

             (a) Options may be granted to persons who are, at the time of the grant,
        employees (including part-time employees), officers, and directors of, or
        consultants or advisors to, the Company or any subsidiary corporation (as
        defined in Section 425 of the Internal Revenue Code of 1986, as amended (the
        "Code"), a "Subsidiary") as the Board of Directors (or Committee) shall select
        from time to time from among those nominated by the Board of Directors (or
        Committee). For the purposes of the Plan, options only may be granted to those
        consultants and advisors who shall render bona fide services to the Company and
        such services must not be in connection with the offer or sale of securities in
        a capital raising transaction. Subject to the provisions hereinafter set forth,
        options granted under the Plan shall be designated either (i) "Incentive Stock
        Options" (which term, as used herein, shall mean options intended to be
        "incentive stock options" within the meaning of Section 422 of the Code) or (ii)
        "Non-Incentive Stock Options" (which term, as used herein, shall mean options
        not intended to be incentive stock options" within the meaning of Section 422 of
        the Code). Each option granted to a person who is solely a director of, or
        consultant or advisor to, the Company or a Subsidiary on the date of the grant
        shall be designated a Non-Incentive Stock Option.

             (b) The Board of Directors (or Committee) may grant, at any time, new
        options to a person who has previously received options, whether such prior
        options are still outstanding, have previously been exercised in whole or in
        part, have expired, or are canceled in connection with the issuance of new
        options. The purchase price of the new options may be established by the Board
        of Directors (or Committee) without regard to the existing option price.

        5.   OPTION PRICE.

              (a) The purchase price of the Common Stock underlying each option shall
        be determined by the Board of Directors (or Committee), which determination
        shall be final, binding, and conclusive; provided, however, in no event shall
        the purchase price of Incentive Stock Options be less than 100% (110% in the
        case of optionees who own more than 10% of the total combined voting power of
        all classes of stock of the Company) of the fair market value of the Common



135 of 152
        Stock on the date the option is granted. In determining such fair market value,
        the Board of Directors (or Committee) shall consider (i) the last sale price of
        the Common Stock on the date on which the option is granted or, if no such
        reported sale takes place on such day, the last reported bid price on such day,
        on NASDAQ or on the principal national securities exchange on which the Common

                                  2

        Stock is admitted to trading or listed, or (ii) if not listed or admitted to
        trading on NASDAQ or a national securities exchange, the closing bid price as
        quoted by the National Quotation Bureau or a recognized dealer in the Common
        Stock on the date of grant. If the Common Stock is not publicly traded at the
        time an option is granted, the Board of Directors (or Committee) shall deem fair
        market value to be the fair value of the Common Stock after taking into account
        appropriate factors which may be relevant under applicable federal tax laws and
        Internal Revenue rules and regulations. For purposes of the Plan, the date of
        grant of an option shall be the date specified by the Board of Directors (or
        Committee) at the time it grants such option; provided, however, such date shall
        not be prior to the date on which the Board of Directors (or Committee) acts to
        approve the grant.

             (b) The aggregate fair market value (determined at the time the Incentive
        Stock Options are granted) of the Common Stock with respect to which Incentive
        Stock Options are exercisable for the first time by an employee during any
        calendar year shall not exceed $100,000. Non-Incentive Stock Options shall not
        be subject to the limitations of this paragraph 5(b).

        6.   EXERCISE OF OPTIONS.

             (a) The number of shares which are issued pursuant to the exercise of an
        option shall be charged against the maximum limitations on shares set forth in
        Section 2 hereof.

               (b) The exercise of an option shall be made contingent upon receipt by
        the Company from the holder thereof of (i) if deemed necessary by the Company, a
        written representation and acknowledgement that (1) at the time of such exercise
        it is the holder's then present intention to acquire the option shares for
        investment and not with a view to distribution or resale thereof, (2) the holder
        knows that the Company is not obligated to register the option shares and that
        the option shares may have to be held indefinitely unless an exemption from the
        registration requirements of the Securities Act of 1933, as amended (the "Act"),
        is available or the Company has registered the shares underlying the options,
        and (3) the Company may place a legend on the certificate(s) evidencing the
        option shares reflecting the fact that they were acquired for investment and
        cannot be sold or transferred unless registered under the Act, and (ii) payment
        in full of the purchase price of the shares being purchased. Payment may be made
        in cash; by certified check payable to the order of the Company in the amount of
        such purchase price; by delivery to the Company of shares of Common Stock having
        a fair market value equal to such purchase price; by irrevocable instructions to
        a broker to sell shares of Common Stock to be issued upon exercise of the option
        and to deliver to the Company the amount of sale proceeds necessary to pay such
        purchase price and to deliver the remaining cash proceeds, less commissions and
        brokerage fees, to the optionee; or by any combination of such methods of
        payment.

        7.    TERM OF OPTIONS. The period during which each option granted hereunder
        shall be exercisable shall be determined by the Board of Directors (or
        Committee); provided, however, no option shall be exercisable for a period
        exceeding ten (10) years from the date such option is granted.

        8.    NON-TRANSFERABILITY OF OPTIONS. No option granted pursuant to the Plan
        shall be subject to

                                  3



136 of 152
        anticipation, sale, assignment, pledge, encumbrance, or charge, or shall be
        otherwise transferable except by will or the laws of descent and distribution or
        pursuant to a qualified domestic relations order (as defined by the Code or
        Title I of the Employee Retirement Income Security Act or the rules thereunder),
        and an option shall be exercisable during the lifetime of the holder thereof
        only by such holder.

        9.     TERMINATION OF SERVICES. If an employee, officer, or director to whom an
        option has been granted under the Plan shall cease to be an employee, officer,
        or director of the Company or a Subsidiary by reason of a termination of such
        relationship without cause and other than by reason of death or disability, such
        holder may exercise such option at any time prior to the expiration date of the
        options or within three months (or such longer period as the Board of Directors
        (or Committee) may decide on a case by case basis) after the date of
        termination, whichever is earlier, but only to the extent the holder had the
        right to exercise such option on the date of termination. If an employee,
        officer, or director to whom an option has been granted under the Plan shall
        cease to be an employee, officer, or director of the Company or a Subsidiary by
        reason of a termination of such relationship for cause and other than by reason
        of death or disability, such options shall terminate, lapse, and expire
        forthwith and automatically. So long as the holder of an option shall continue
        to be in the employ, or continue to be a director, of the Company or one or more
        of its Subsidiaries, such holder's option shall not be affected by any change of
        duties or position. Absence on leave approved by the employing corporation shall
        not be considered an interruption of employment for any purpose under the Plan.
        The granting of an option in any one year shall not give the holder of the
        option any rights to similar grants in future years or any right to be retained
        in the employ or service of the Company or any of its Subsidiaries or interfere
        in any way with the right of the Company or any such Subsidiary to terminate
        such holder's employment or services at any time. Notwithstanding the foregoing,
        no option may be exercised after ten years from the date of its grant.

        10. DISABILITY OF HOLDER OF OPTION. If any employee, officer, or director to
        whom an option has been granted under the Plan shall cease to be an employee,
        officer, or director of the Company or a Subsidiary by reason of disability,
        such holder may exercise such option at any time prior to the expiration date of
        the option or within one year after the date of termination for such reason,
        whichever is earlier, but only to the extent the holder had the right to
        exercise such option on the date of termination. Notwithstanding the foregoing,
        no option may be exercised after ten years from the date of its grant. For the
        purposes of the Plan, "disability" shall mean "permanent and total disability"
        as defined in Section 22(e)(3) of the Code.

        11. DEATH OF HOLDER OF OPTION. If any employee, officer, or director to whom
        an option has been granted under the Plan shall cease to be an employee,
        officer, or director of the Company or a Subsidiary by reason of death, or such
        holder of an option shall die within three months after termination, or in the
        case of the death of an advisor or consultant to whom an option has been granted
        under the Plan, the option may be exercised by the person or persons to whom the
        optionee's rights under the option are transferred by will or by the laws of
        descent and distribution at any time prior to the expiration date of the option
        or, in the case of an employee, officer, or director, within three months from
        the date of death, whichever is earlier, but only to the extent the holder of
        the option had the right to exercise such option on the date of such
        termination. Notwithstanding the foregoing, no option may be exercised after ten
        years from the date of its grant.

                                   4

        12.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

             (a) If the shares of Common Stock outstanding are changed in number,
        kind, or class by reason of a stock split, combination, merger, consolidation,



137 of 152
        reorganization, reclassification, exchange, or any capital adjustment, including
        a stock dividend, or if any distribution is made to stockholders other than a
        cash dividend and the Board of Directors (or Committee) deems it appropriate to
        make an adjustment, then (i) the aggregate number and class of shares that may
        be issued or transferred pursuant to Section 2, (ii) the number and class of
        shares which are issuable under outstanding options, and (iii) the purchase
        price to be paid per share under outstanding options, shall be adjusted as
        hereinafter provided. In the event any distribution consists of common stock
        held by the Company in any subsidiary, then each holder of options under this
        Plan on the record date for such distribution shall be entitled to receive
        options to purchase such number of shares of such common stock as is equal to
        the number of shares of common stock such holder would have received had such
        holder exercised all of such holder's options under this Plan (vested and
        unvested) and owned the common stock in the Company underlying such options,
        which options in the subsidiary shall be vested or shall vest to the same extent
        as such holder's options in the Company, and, generally, shall contain such
        provisions as to put such holder in the same equitable position such holder was
        in prior to the distribution, including an allocation of the exercise price for
        the options issued under this Plan to both such options and the options in the
        subsidiary.

             (b) Adjustments under this Section 12 shall be made in a proportionate
        and equitable manner by the Board of Directors (or Committee), whose
        determination as to what adjustments shall be made, and the extent thereof,
        shall be final, binding, and conclusive. In the event that a fraction of a share
        results from the foregoing adjustment, said fraction shall be eliminated and the
        price per share of the remaining shares subject to the option adjusted
        accordingly.

              (c) In the event of a liquidation of the Company, or a merger,
        reorganization, or consolidation of the Company with any other corporation in
        which the Company is not the surviving corporation or the Company becomes a
        wholly-owned subsidiary of another corporation, any unexercised options
        theretofore granted under the Plan shall be deemed canceled unless the surviving
        corporation in any such merger, reorganization, or consolidation elects to
        assume the options under the Plan or to issue substitute options in place
        thereof; provided, however, if such options would otherwise be canceled in
        accordance with the foregoing, the optionee shall have the right, exercisable
        during a ten-day period immediately prior to such liquidation, merger, or
        consolidation, to exercise the option, in whole or in part. The granting of an
        option pursuant to the Plan shall not affect in any way the right or power of
        the Company to make adjustments, reorganizations, reclassifications, or changes
        of its capital or business structure or to merge, consolidate, dissolve,
        liquidate, or sell or transfer all or any part of its business or assets.

        13. VESTING OF RIGHTS UNDER OPTIONS. Nothing contained in the Plan or in any
        resolution adopted or to be adopted by the Board of Directors (or Committee) or
        the stockholders of the Company shall constitute the vesting of any rights under
        any option. The vesting of such rights shall take place only when a written
        agreement shall be duly executed and delivered by and on

                                   5

        behalf of the Company to the person to whom the option shall be granted.

        14. RIGHTS AS A STOCKHOLDER. A holder of an option shall have no rights of a
        stockholder with respect to any shares covered by such holder's option until the
        date of issuance of a stock certificate to such holder for such shares.

        15. TERMINATION AND AMENDMENT. The Plan was adopted by the Board of Directors
        on August 31, 1998, subject, with respect to the validation of Incentive Stock
        Options granted under the Plan, to approval of the Plan by the stockholders of
        the Company at the next Meeting of Stockholders or, in lieu thereof, by written
        consent. If the approval of stockholders is not obtained prior to August 30



138 of 152
        1999, any grants of Incentive Stock Options under the Plan made prior to that
        date will be rescinded. The Plan shall expire at the end of the day on August
        30, 2008 (except as to options outstanding on that date). Options may be granted
        under the Plan prior to the date of stockholder approval of the Plan. The Board
        of Directors (or Committee) may terminate or amend the Plan in any respect at
        any time, except that, without the approval of the stockholders obtained within
        12 months before or after the Board of Directors (or Committee) adopts a
        resolution authorizing any of the following actions, (a) the total number of
        shares that may be issued under the Plan may not be increased (except by
        adjustment pursuant to paragraph 12); (b) the provisions regarding eligibility
        for grants of Incentive Stock Options may not be modified; (c) the provisions
        regarding the exercise price at which shares may be offered pursuant to
        Incentive Stock Options may not be modified (except by adjustment pursuant to
        paragraph 12), and (d) the expiration date of the Plan may not be extended.
        Except as otherwise provided in this paragraph 15, in no event may action of the
        Board of Directors (or Committee) or stockholders alter or impair the rights of
        an optionee, without such optionee's consent, under any option previously
        granted to such optionee.

        16. MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS. Subject to the terms and
        conditions and within the limitations of the Plan, the Board of Directors (or
        Committee) may modify, extend, or renew outstanding options granted under the
        Plan, or accept the surrender of outstanding options (to the extent not
        theretofore exercised) and authorize the granting of new options in substitution
        therefor. Notwithstanding the foregoing, no modification of an option shall,
        without the consent of the holder thereof, alter or impair any rights or
        obligations under any option theretofore granted under the Plan.

        17. CONVERSION OF INCENTIVE STOCK OPTIONS INTO NON-QUALIFIED OPTIONS. Without
        the prior written consent of the holder of an Incentive Stock Option, the Board
        of Directors (or Committee) shall not alter the terms of such Incentive Stock
        Option (including the means of exercising such Incentive Stock Option) if such
        alteration would constitute a modification within the meaning of Section
        424(h)(3) of the Code. The Board of Directors (or Committee), at the written
        request or with the written consent of any optionee, may in its discretion take
        such actions as may be necessary to convert such optionee's Incentive Stock
        Options (or any installments or portions of installments thereof) that have not
        been exercised on the date of conversion into Non-Incentive Stock Options at any
        time prior to the expiration of such Incentive Stock Options, regardless of
        whether the optionee is an employee of the Company at the time of such
        conversion. Such actions may include, but shall not be limited to, extending the
        exercise period or reducing the exercise price of the appropriate installments
        of such Incentive Stock Options. At the time of such conversion, the

                                  6

        Board of Directors (or Committee) (with the consent of the optionee) may impose
        such conditions on the exercise of the resulting Non-Incentive Stock Options as
        the Board of Directors (or Committee) in its discretion may determine, provided
        that such conditions shall not be inconsistent with the Plan. Nothing in the
        Plan shall be deemed to give any optionee the right to have such optionee's
        Incentive Stock Options converted into Non-Incentive Stock Options, and no such
        conversion shall occur until and unless the Board of Directors (or Committee)
        takes appropriate action.

        18. WITHHOLDING OF ADDITIONAL INCOME TAXES. Upon the exercise of a
        Non-Incentive Stock Option, the transfer of a Non-Incentive Stock Option
        pursuant to an arm's length transaction, the making of a Disqualifying
        Disposition (as described in Sections 421, 422 and 424 of the Code and
        regulations thereunder), the vesting of transfer of restricted stock or
        securities acquired on the exercise of an option hereunder, or the making of a
        distribution or other payment with respect to such stock or securities, the
        Company may withhold taxes in respect of amounts that constitute compensation
        includible in gross income. The Board of Directors (or Committee) in its



139 of 152
        discretion may condition the exercise of an option, the transfer of a
        Non-Incentive Stock Option, or the vesting or transferability of restricted
        stock or securities acquired by exercising an option on the optionee's making
        satisfactory arrangement for such withholding. Such arrangement may include
        payment by the optionee in cash or by check of the amount of the withholding
        taxes or, at the discretion of the Board of Directors (or Committee), by the
        optionee's delivery of previously held shares of Common Stock or the withholding
        from the shares of Common Stock otherwise deliverable upon exercise of option
        shares having an aggregate fair market value equal to the amount of such
        withholding taxes.

        19. INDEMNIFICATION. In addition to such other rights of indemnification as
        they may have as members of the Board of Directors (or Committee), the members
        of the Board of Directors (or Committee) administering the Plan shall be
        indemnified by the Company against reasonable expenses, including attorneys'
        fees, actually and necessarily incurred in connection with the defense of any
        action, suit, or proceeding, or in connection with any appeal therein, to which
        they or any of them may be a party by reason of any action taken or failure to
        act under or in connection with the Plan or any option granted thereunder, and
        against all amounts paid by them in settlement thereof (provided such settlement
        is approved by independent legal counsel selected by the Company) or paid by
        them in satisfaction of a judgment in any action, suit, or proceeding, except in
        relation to matters as to which it shall be adjudged in such action, suit, or
        proceeding that such member is liable for negligence or misconduct in the
        performance of his duties, and provided that within 60 days after institution of
        any such action, suit, or proceeding, the member shall in writing offer the
        Company the opportunity, at its own expense, to handle and defend the same.

        20. GOVERNING LAW. The validity and construction of the Plan and the
        instruments evidencing options shall be governed by the laws of Delaware, or the
        laws of any jurisdiction in which the Company or its successors in interest may
        be organized.



                           BIOLIFE SOLUTIONS, INC.
                             171 FRONT STREET
                              OWEGO, NY 13827

               THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

                The undersigned, acknowledging receipt of the proxy statement dated
        August 26, 2005 of BioLife Solutions, Inc., hereby constitutes and appoints John
        G. Baust and Howard S. Breslow and each or any of them, attorney, agent and
        proxy of the undersigned, with full power of substitution to each of them, for
        and in the name, place and stead of the undersigned on the books of said
        corporation, to appear and vote all the shares of stock of BioLife Solutions,
        Inc. standing in the name of the undersigned on the books of said corporation on
        August 19, 2005, at the Annual Meeting of Stockholders of BioLife Solutions,
        Inc. to be held at Breslow & Walker, LLP, 767 Third Avenue, New York, NY 10017
        on September 28, 2005, at 10:00 A.M., Eastern Standard Time, and any
        adjournments thereof.

               When properly executed, this proxy will be voted as designated by the
        undersigned. If no choice is specified, the proxy will be voted FOR the
        following proposals, which are set forth in the Proxy Statement.

        1.   ELECTION OF DIRECTORS

                _______ For all nominees listed below
                     (except as marked to the contrary below)


                _______ Withhold Authority to vote for all nominees



140 of 152
                               listed below

                                   John G. Baust
                                   Howard S. Breslow
                                   Rod de Greef
                                   Thomas Girschweiler

        (INSTRUCTION: to withhold authority to vote for any individual nominee, strike a
        line through or otherwise strike nominee's name in the list above.)


        2. PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF
        INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM
        25,000,000 TO 100,000,000.

                     FOR____                        AGAINST____                           ABSTAIN____


        3. PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S 1998 STOCK OPTION PLAN TO
        INCREASE THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE THEREUNDER
        FORM 4,000,000 TO 10,000,000.

                     FOR____                        AGAINST____                           ABSTAIN____




        4. PROPOSAL TO RATIFY THE APPOINTMENT OF ARONSON & COMPANY TO SERVE AS
        INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2005.

                     FOR____                        AGAINST____                           ABSTAIN____


        5. TO VOTE, IN THE DISCRETION OF THE PROXIES, ON SUCH OTHER MATTERS THAT MAY
        PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS THEREOF.

                Please sign exactly as name appears below. When shares are held by
        joint tenants, both should sign. When signing as attorney, administrator,
        trustee or guardian, please give full title as such. If a corporation, please
        sign in full corporate name by President or other authorized officer. If a
        partnership, please sign in partnership name by authorized person.

             DATED:                ,2005
                 ------------------


             ------------------------------
                 Signature

             -------------------------------
                  Signature if held jointly


             PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE
             ENCLOSED ENVELOPE


             Filings - Form 4 BIOLIFE SOLUTIONS INC For: May 12 Filed by: BRESLOW HOWARD S (10K)

                      FORM 4                                                                                                                                         OMB APPROVAL
                                                            UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                                                                         Washington, D.C. 20549                                                OMB Number:       3235-0287
              Check this box if no longer                                                                                                                                       February 28,
              subject to Section 16. Form 4 or                                                                                                                 Expires:
                                                               STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP                                                                            2011
              Form 5 obligations may continue.
                                                                                                                                                               Estimated average burden
              See Instruction 1(b).              Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
                                                          Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940




141 of 152
                                                                                                                                           hours per
                                                                                                                                                                        0.5
                                                                                                                                           response


         1. Name and Address of Reporting Person*         2. Issuer Name and Ticker or Trading Symbol                5. Relationship of Reporting Person(s) to Issuer
                                                          BIOLIFE SOLUTIONS INC [BLFS]                               (Check all applicable)
         BRESLOW HOWARD S
                                                                                                                        X     Director                   10% Owner

                                                          3. Date of Earliest Transaction (Month/Day/Year)                    Officer (give title        Other (specify
         (Last)             (First)            (Middle)                                                                       below)                     below)
                                                          05/12/2005
         C/O BIOLIFE SOLUTIONS, INC., 171 FRONT
         STREET
                                                          4. If Amendment, Date of Original Filed (Month/Day/Year)   6. Individual or Joint/Group Filing (Check Applicable
                                                                                                                     Line)
         (Street)
                                                                                                                     X Form filed by One Reporting Person
         OWEGO              NY                 13827
                                                                                                                        Form filed by More than One Reporting Person

         (City)             (State)            (Zip)




142 of 152
                                Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

         1.Title of Security   2.            2A.            3. Transaction   4. Securities Acquired     5. Amount of Securities Beneficially   6.            7. Nature
         (Instr. 3)            Transaction   Deemed         Code             (A) or Disposed of (D)     Owned Following Reported               Ownership     of Indirect
                               Date          Execution      (Instr. 8)       (Instr. 3, 4 and 5)        Transaction(s)                         Form:         Beneficial
                               (Month/Day    Date, if any                                               (Instr. 3 and 4)                       Direct (D)    Ownership
                               /Year)        (Month/Day                                                                                        or Indirect   (Instr. 4)
                                             /Year)                                    (A) or                                                  (I)
                                                              Code      V    Amount     (D)     Price                                          (Instr. 4)




143 of 152
                                                               Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
                                                                          (e.g., puts, calls, warrants, options, convertible securities)

         1. Title of   2.              3.            3A.            4.            5. Number     6. Date Exercisable        7. Title and Amount   8. Price     9. Number of         10.           11. Nature
         Derivative    Conversion      Transaction   Deemed         Transaction   of Derivative and Expiration Date        of Underlying         of           Derivative           Ownership     of Indirect
         Security      or Exercise     Date          Execution      Code          Securities    (Month/Day/Year)           Securities            Derivative   Securities           Form of       Beneficial
         (Instr. 3)    Price of        (Month/Day    Date, if any   (Instr. 8)    Acquired (A)                             (Instr. 3 and 4)      Security     Beneficially         Derivative    Ownership
                       Derivative      /Year)        (Month/Day                   or Disposed                                                    (Instr. 5)   Owned                Security:     (Instr. 4)
                       Security                      /Year)                       of (D)                                                                      Following            Direct (D)
                                                                                  (Instr. 3, 4,                                                               Reported             or Indirect
                                                                                  and 5)                                                                      Transaction(s)       (I)
                                                                                                                                                              (Instr. 4)           (Instr. 4)
                                                                                                                                      Amount
                                                                                                                                        or
                                                                                                                                      Number
                                                                                                   Date     Expiration                  of
                                                                     Code    V     (A)      (D) Exercisable   Date           Title    Shares

         Stock
         Option                                                                                                            Common
         (right to
                         $ 0.08         03/25/2005                    A           250,000        05/12/2005   05/12/2015
                                                                                                                            Stock 250,000            $0             250,000            D
         buy)

        Explanation of Responses:
                                                                                                                             Howard S. Breslow                       05/19/2005
                                                                                                                             ** Signature of Reporting Person        Date
        Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
        * If the form is filed by more than one reporting person, see Instruction 4(b)(v).
        ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
        Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
        Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

             Filings - Form 4 BIOLIFE SOLUTIONS INC For: May 12 Filed by: DE GREEF RODERICK (10K)

                       FORM 4                                                                                                                                                   OMB APPROVAL
                                                                    UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                                                                               Washington, D.C. 20549                                                   OMB Number:              3235-0287
                                                                                                                                                                                             February 28,
                                                                                                                                                                        Expires:
              Check this box if no longer                            STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP                                                                                   2011
              subject to Section 16. Form 4 or                                                                                                                          Estimated average burden
              Form 5 obligations may continue.        Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
              See Instruction 1(b).                                                                                                                                     hours per
                                                               Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940                                                      0.5
                                                                                                                                                                        response


         1. Name and Address of Reporting Person*                             2. Issuer Name and Ticker or Trading Symbol                        5. Relationship of Reporting Person(s) to Issuer
                                                                              BIOLIFE SOLUTIONS INC [BLFS]                                       (Check all applicable)
         DE GREEF RODERICK
                                                                                                                                                    X     Director                      10% Owner

                                                                              3. Date of Earliest Transaction (Month/Day/Year)                            Officer (give title           Other (specify
         (Last)                   (First)              (Middle)                                                                                           below)                        below)
                                                                              05/12/2005
         C/O BIOLIFE SOLUTIONS, INC., 171 FRONT
         STREET
                                                                              4. If Amendment, Date of Original Filed (Month/Day/Year)           6. Individual or Joint/Group Filing (Check Applicable
                                                                                                                                                 Line)
         (Street)
                                                                                                                                                  X Form filed by One Reporting Person
         OWEGO                    NY                   13827
                                                                                                                                                     Form filed by More than One Reporting Person

         (City)                   (State)              (Zip)




144 of 152
                                Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

         1.Title of Security   2.            2A.            3. Transaction   4. Securities Acquired     5. Amount of Securities Beneficially   6.            7. Nature
         (Instr. 3)            Transaction   Deemed         Code             (A) or Disposed of (D)     Owned Following Reported               Ownership     of Indirect
                               Date          Execution      (Instr. 8)       (Instr. 3, 4 and 5)        Transaction(s)                         Form:         Beneficial
                               (Month/Day    Date, if any                                               (Instr. 3 and 4)                       Direct (D)    Ownership
                               /Year)        (Month/Day                                                                                        or Indirect   (Instr. 4)
                                             /Year)                                    (A) or                                                  (I)
                                                              Code      V    Amount     (D)     Price                                          (Instr. 4)




145 of 152
                                                             Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
                                                                        (e.g., puts, calls, warrants, options, convertible securities)

         1. Title of   2.            3.            3A.            4.            5. Number     6. Date Exercisable        7. Title and Amount     8. Price     9. Number of     10.           11. Nature
         Derivative    Conversion    Transaction   Deemed         Transaction   of Derivative and Expiration Date        of Underlying           of           Derivative       Ownership     of Indirect
         Security      or Exercise   Date          Execution      Code          Securities    (Month/Day/Year)           Securities              Derivative   Securities       Form of       Beneficial
         (Instr. 3)    Price of      (Month/Day    Date, if any   (Instr. 8)    Acquired (A)                             (Instr. 3 and 4)        Security     Beneficially     Derivative    Ownership
                       Derivative    /Year)        (Month/Day                   or Disposed                                                      (Instr. 5)   Owned            Security:     (Instr. 4)
                       Security                    /Year)                       of (D)                                                                        Following        Direct (D)
                                                                                (Instr. 3, 4,                                                                 Reported         or Indirect
                                                                                and 5)                                                                        Transaction(s)   (I)
                                                                                                                                                              (Instr. 4)       (Instr. 4)
                                                                                                                                   Amount
                                                                                                                                     or
                                                                                                                                   Number
                                                                                                 Date     Expiration                 of
                                                                  Code     V      (A)     (D) Exercisable   Date          Title    Shares

         Stock
         Option                                                                                                          Common
         (right to
                         $ 0.08      03/25/2005                     A           250,000        05/12/2005   05/12/2015
                                                                                                                          Stock 250,000             $0           250,000           D
         buy)

        Explanation of Responses:
                                                                                                                          Roderick de Greef                        05/19/2005
                                                                                                                          ** Signature of Reporting Person        Date
        Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
        * If the form is filed by more than one reporting person, see Instruction 4(b)(v).
        ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
        Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
        Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

             News - Skymark Research Initiates Independent Research Coverage on Cannabis Medical Solutions, Inc. (GNW)
        May 17, 2010 9:15:00 AM

         CALGARY, Alberta, May 17, 2010 (GLOBE NEWSWIRE) -- Skymark Research, a leading provider of small- and micro-cap independent investment
         research, today initiated coverage on Cannabis Medical Solutions, Inc. (OTCBB:CMSI).

         Skymark Research is currently offering a complimentary trial subscription. To view our research go to: www.skymarkresearch.com.

         About SMR:

         Skymark Research is a leading provider of independent investment research in North America. Our services include research analysis on the small-
         and micro-cap markets, real-time news and financial data, market commentary and the SMR newsletter. Skymark Research's staff of small-cap
         investment professionals is dedicated to providing the small market's investment community with the tools and avenues necessary to make the important
         investment decisions. To view our research reports on a complimentary trial basis and take advantage of our other services, go to
         www.skymarkresearch.com and click on the complimentary trial subscription button on our home page, or go directly to our registration page at
         www.skymarkresearch.com/signup.php.

         The Skymark Research logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=6683

         About Cannabis Medical Solutions, Inc. (OTCBB:CMSI):

         Cannabis Medical Solutions, Inc. (OTCBB:CMSI) provides both online and wireless merchant payment solutions. The Company offers a range of
         secure transaction processing solutions using Internet point-of-sale (POS), e-commerce, social networks and mobile (wireless) terminals through its
         alliance partner network.

         SMR Disclosure:

         Skymarkresearch.com is not a registered investment advisor and nothing contained in any materials should be construed as a recommendation to buy or
         sell any securities. Skymark Research has not been compensated by any of the above mentioned companies. Please read our report and visit our Web
         site, www.skymarkresearch.com, for complete risks and disclosures.

        CONTACT: Skymark Research
             Dylan Boyle
             480-626-1911
             info@skymarkresearch.com

             News - Cannabis Medical Solutions Announces Clarification Regarding Recently Announced Stock Dividend (GNW)
        May 17, 2010 9:10:00 AM

         LOS ANGELES, May 17, 2010 (GLOBE NEWSWIRE) -- Cannabis Medical Solutions Inc. (www.cannabismedsolutions.com) (OTCBB:CMSI), a
         leading company specializing in both brick-and-mortar and online merchant payment solutions and financial security products for medical marijuana
         dispensaries and high-risk merchant accounts and services, today issued the following clarification regarding the recently announced stock dividend



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         and forward stock split.

         In response to questions from stockholders, the Company wishes to clarify for stockholders and brokers the procedure through which stockholders may
         obtain their dividend certificate or shares. On May12, 2010 Cannabis Medical Solutions Inc. (OTCBB:CMSI) announced that its Board of Directors
         had declared a special stock dividend. The company initially announced that the dividend would be payable to stockholders of record on May 14,
         2010 with the dividend being paid on or about June 1, 2010.

         This clarification and second announcement provides that the Financial Industry Regulatory Authority (FINRA) has advised the company of the
         operation of Nasdaq Rule 11140(b)(2), which states:

         In respect to cash dividends or distributions, stock dividends and/or splits, and the distribution of warrants, which are 25% or greater of the value of
         the subject security, the ex-dividend date shall be the first business day following the payable date. This has been interpreted by the Company and its
         advisors that the dividend will trade with the stock until June 1, 2010, the payable date. Purchasers on June 2, 2010 or later will not be entitled to the
         dividend. If a stockholder is already a record owner of the Company holding certificates for Cannabis Medical Solutions Class A common stock
         issued in the stockholders name prior to or by May 14, 2010, the shareholder does not need to take any further action. A Dividend Certificate will be
         mailed directly to the shareholder by the transfer agent. All Registered Shareholders who purchased shares in the open market as of the record date of
         June 1, 2010, will be issued shares electronically representing the dividend shares entitled.

         Cannabis Medical Solutions recommends that non-registered shareholders after May 14, 2010 should contact their representatives (Brokerage firms,
         On-line trading companies etc.) to ensure they are credited with the stock dividend. They should not contact Island Stock Transfer directly as that will
         be done by the Brokerage Firm. The Brokerage Firm will provide proof of ownership to Island Transfer. Persons needing further information or
         interpretation should consult with their broker-dealer or legal advisors.

         "This stock dividend is intended to lay the groundwork for the growth of our Company, allowing us to continue our ongoing efforts to improve trading
         liquidity, broaden ownership, promote capital investment for acquisition and enhance shareholder value" stated CEO Kyle Gotshalk.

         About Cannabis Medical Solutions Inc.

         Cannabis Medical Solutions Inc. (OTCBB:CMSI) (http://www.cannabismedsolutions.com/) has quickly become the most recognized brand and partner
         in both online and wireless niche merchant payment solutions. The Company offers a full spectrum of secure and reliable transaction processing
         solutions using traditional, Internet Point-of-Sale (POS), e-commerce and mobile (wireless) terminals in conjunction with Industry Alliance Partners.
         The Company has recently focused on providing payment solutions to the licensed medical marijuana dispensaries throughout 14 states. In an effort to
         keep these businesses within the guidelines of CA Proposition 215 and SB 420, Cannabis Medical Solutions offers reliable merchant payment
         solutions and closed loop pre-paid stored value and loyalty cards as a unique cash alternative to these regulated dispensaries for both operators and
         members of collectives. CMSI will seek to capitalize on this presently untapped and much needed solution, and presently provides services to multiple
         locations throughout California, New Mexico, Colorado and Montana.

         FORWARD-LOOKING DISCLAIMER

         This press release may contain certain forward-looking statements and information, as defined within the meaning of Section 27A of the Securities Act
         of 1933 and Section 21E of the Securities Exchange Act of 1934, and is subject to the Safe Harbor created by those sections. This material contains
         statements about expected future events and/or financial results that are forward-looking in nature and subject to risks and uncertainties. Such forward-
         looking statements by definition involve risks, uncertainties and other factors, which may cause the actual results, performance or achievements of
         Cannabis Medical Solutions Inc. to be materially different from the statements made herein.

        CONTACT: Cannabis Medical Solutions Inc.
             Investor Relations:
             615.371.6148
             800.420-CALL
             http://www.cannabismedsolutions.com/
             info@cannabismedsolutions.com

             News - Cannabis Medical Solutions Announces Plan to Franchise Ownership of Medical Marijuana Dispensaries in California
             (GNW)
        May 13, 2010 5:26:00 PM

         LOS ANGELES, May 13, 2010 (GLOBE NEWSWIRE) -- Cannabis Medical Solutions Inc. (www.cannabismedsolutions.com) (OTCBB:CMSI), a
         leading company specializing in both brick-and-mortar and online merchant payment solutions and financial security products for medical marijuana
         dispensaries and high-risk merchant accounts and services, today announced that the Company is presently in negotiations to acquire and open at least
         two medical marijuana dispensaries within the state of California.

         "The network of medical marijuana dispensaries that CMSI has created by providing financial services to our clients in three states over the last six
         months, has presented a unique opportunity for our company and shareholders. It has always been a part of our business plan to not only partner with
         dispensaries on the merchant processing and financial security side, but to franchise, consult and brand licensed dispensaries throughout legal
         jurisdictions under the Cannabis Medical Solutions name. We are presently in the due diligence process and seeking legal advice with regard to
         federal legislation that would allow us to follow this path and provide a proven model of ownership, financial accountability to reporting state



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         agencies and be within federal and state guidelines," stated Kyle Gotshalk, CEO for Cannabis Medical Solutions.

         About Cannabis Medical Solutions Inc.

         Cannabis Medical Solutions Inc. (OTCBB:CMSI) (http://www.cannabismedsolutions.com/) has quickly become the most recognized brand and partner
         in both online and wireless niche merchant payment solutions. The Company offers a full spectrum of secure and reliable transaction processing
         solutions using traditional, Internet Point-of-Sale (POS), e-commerce and mobile (wireless) terminals in conjunction with Industry Alliance Partners.
         The Company has recently focused on providing payment solutions to the licensed medical marijuana dispensaries throughout 14 states. In an effort to
         keep these businesses within the guidelines of CA Proposition 215 and SB 420, Cannabis Medical Solutions offers reliable merchant payment
         solutions and closed loop pre-paid stored value and loyalty cards as a unique cash alternative to these regulated dispensaries for both operators and
         members of collectives. CMSI will seek to capitalize on this presently untapped and much needed solution, and presently provides services to multiple
         locations throughout California, New Mexico, Colorado and Montana.

         FORWARD-LOOKING DISCLAIMER

         This press release may contain certain forward-looking statements and information, as defined within the meaning of Section 27A of the Securities Act
         of 1933 and Section 21E of the Securities Exchange Act of 1934, and is subject to the Safe Harbor created by those sections. This material contains
         statements about expected future events and/or financial results that are forward-looking in nature and subject to risks and uncertainties. Such forward-
         looking statements by definition involve risks, uncertainties and other factors, which may cause the actual results, performance or achievements of
         Cannabis Medical Solutions Inc. to be materially different from the statements made herein.

        CONTACT: Cannabis Medical Solutions Inc.
             Investor Relations:
             615.371.6148
             800.420-CALL
             http://www.cannabismedsolutions.com/

             News - Cannabis Medical Solutions Board Announces Increase in Authorized Shares and Stock Dividend (GNW)
        May 12, 2010 10:19:00 AM

         LOS ANGELES, May 12, 2010 (GLOBE NEWSWIRE) -- Cannabis Medical Solutions Inc. (www.cannabismedsolutions.com) (OTCBB:CMSI), a
         leading company specializing in both brick-and-mortar and online merchant payment solutions and financial security products for medical marijuana
         dispensaries and high-risk merchant accounts and services, today announced that its board of directors has approved a resolution authorizing an
         increase in the number of authorized shares of the Corporation's common stock from 250,000,000 to 500,000,000. The Company's board of directors
         and majority shareholders have also voted for an issuance of a stock dividend to each shareholder of CMSI. Pursuant to the resolutions, holders of the
         company's common stock will each receive an additional nine shares of common stock for each share they own of the record date set for May 14, 2010.
         Distribution of the dividend will begin on June 1, 2010.

         "The Board of Directors believes that an increase in the number of shares of authorized common stock and stock dividend will benefit CMSI and our
         stockholders by giving us needed flexibility in our corporate planning and in responding to developments in our business, including possible
         acquisition transactions, financings, stock dividends and other general corporate purposes," stated Kyle Gotshalk, CEO of Cannabis Medical
         Solutions.

         About Cannabis Medical Solutions Inc.

         Cannabis Medical Solutions Inc. (OTCBB:CMSI) (http://www.cannabismedsolutions.com/) has quickly become the most recognized brand and partner
         in both online and wireless niche merchant payment solutions. The Company offers a full spectrum of secure and reliable transaction processing
         solutions using traditional, Internet Point-of-Sale (POS), e-commerce and mobile (wireless) terminals in conjunction with Industry Alliance Partners.
         The Company has recently focused on providing payment solutions to the licensed medical marijuana dispensaries throughout 14 states. In an effort to
         keep these businesses within the guidelines of CA Proposition 215 and SB 420, Cannabis Medical Solutions offers reliable merchant payment
         solutions and closed loop pre-paid stored value and loyalty cards as a unique cash alternative to these regulated dispensaries for both operators and
         members of collectives. CMSI will seek to capitalize on this presently untapped and much needed solution, and presently provides services to multiple
         locations throughout California, New Mexico, Colorado and Montana.

         FORWARD-LOOKING DISCLAIMER

         This press release may contain certain forward-looking statements and information, as defined within the meaning of Section 27A of the Securities Act
         of 1933 and Section 21E of the Securities Exchange Act of 1934, and is subject to the Safe Harbor created by those sections. This material contains
         statements about expected future events and/or financial results that are forward-looking in nature and subject to risks and uncertainties. Such forward-
         looking statements by definition involve risks, uncertainties and other factors, which may cause the actual results, performance or achievements of
         Cannabis Medical Solutions Inc. to be materially different from the statements made herein.

        CONTACT: Cannabis Medical Solutions Inc.
             Investor Relations:
             615.371.6148
             800.420-CALL



148 of 152
                 http://www.cannabismedsolutions.com/

             News - Cannabis Medical Solutions Announces New Merchant Services Agreements for Up to 30 Additional Medical
             Marijuana Dispensaries in Colorado and California (GNW)
        May 4, 2010 11:16:00 AM

         LOS ANGELES, May 4, 2010 (GLOBE NEWSWIRE) -- Cannabis Medical Solutions Inc. (OTCBB:CMSI), a leading company specializing in both
         brick-and-mortar and online merchant payment solutions and financial security products for medical marijuana dispensaries and high-risk merchant
         accounts and services, today announced the signing of an exclusive agreement with Specialized Payment Solutions Inc. of Colorado to provide
         merchant and financial services for up to thirty (30) medical marijuana dispensary clients throughout Colorado and California through its alliance
         partner network. Details of the agreement include that Specialized Payment Solutions will work with Cannabis Medical Solutions to provide banking,
         merchant and ATM services for existing clients, which presently represent approximately 30 dispensaries. The accounts are expected to reach over
         $7,000,000 in gross processing volume over the next year.

         "It is clear that CMSI is becoming the 'go to' source for banking and payment solutions within the medical marijuana space across the country. We have
         worked hard to enable our clients to partner with the proper banking institutions, who understand this business, and therefore accounts we set up are in
         fact set up as medical dispensaries, not wellness centers or the like. The fact that we look at these businesses as a pharmacy, with the ability to
         administer or distribute a controlled substance, we insure that the bank has all the necessary paperwork to make an intelligent decision for
         underwriting this business, and for the merchant, we are allowing the owners to take alternative forms of payment without the worry of having accounts
         shut down for miscoding and monies held," stated Michael Friedman for Cannabis Medical Solutions.

         About Cannabis Medical Solutions Inc.

         Cannabis Medical Solutions Inc. (OTCBB:CMSI) (http://www.cannabismedsolutions.com/) has quickly become the most recognized brand and partner
         in both online and wireless niche merchant payment solutions. The Company offers a full spectrum of secure and reliable transaction processing
         solutions using traditional, Internet Point-of-Sale (POS), e-commerce and mobile (wireless) terminals in conjunction with Industry Alliance Partners.
         The Company has recently focused on providing payment solutions to the licensed medical marijuana dispensaries throughout 14 states. In an effort to
         keep these businesses within the guidelines of CA Proposition 215 and SB 420, Cannabis Medical Solutions offers reliable merchant payment
         solutions and closed loop pre-paid stored value and loyalty cards as a unique cash alternative to these regulated dispensaries for both operators and
         members of collectives. CMSI will seek to capitalize on this presently untapped and much needed solution, and presently provides services to multiple
         locations throughout California, New Mexico, Colorado and Montana.

         FORWARD-LOOKING DISCLAIMER

         This press release may contain certain forward-looking statements and information, as defined within the meaning of Section 27A of the Securities Act
         of 1933 and Section 21E of the Securities Exchange Act of 1934, and is subject to the Safe Harbor created by those sections. This material contains
         statements about expected future events and/or financial results that are forward-looking in nature and subject to risks and uncertainties. Such forward-
         looking statements by definition involve risks, uncertainties and other factors, which may cause the actual results, performance or achievements of
         Cannabis Medical Solutions Inc. to be materially different from the statements made herein.

        CONTACT: Cannabis Medical Solutions Inc.
             615.371.6148
             800.420-CALL
             http://www.cannabismedsolutions.com/

             News - Cannabis Medical Solutions Discusses "Marijuana and Money" a CNBC Special Report (GNW)
        CMSI Continues Leading Role in Payment Processing and Financial Security Products to Medical Marijuana Dispensaries
        Apr 28, 2010 9:25:00 AM

         LOS ANGELES, April 28, 2010 (GLOBE NEWSWIRE) -- Cannabis Medical Solutions Inc. (OTCBB:CMSI), a leading company specializing in both
         brick-and-mortar and online merchant payment solutions and financial security products for medical marijuana dispensaries and high-risk merchant
         accounts and services, today announced "Marijuana And Money", a special report by CNBC to its shareholders and investment audience. The special
         report now available online at http://www.cnbc.com/id/36022433/ covers the entire spectrum of the medical marijuana debate including legalization,
         state by state coverage, enforcement and the Wall Street perspective.

         "We believe the recent front page coverage and national debate of medical marijuana is further proof of our chosen business model, and provides real
         opportunity to our present shareholders and investors alike. CMSI is the only public company within the medical marijuana sector with a clear and
         concise business model, enabling the medical marijuana industry with financial and banking partnerships as well as secure payment solutions to
         eliminate fraud and criminal activity often associated with the industry", stated Michael Friedman, for Cannabis Medical Solutions.

         About Cannabis Medical Solutions Inc.

         Cannabis Medical Solutions Inc. (OTCBB:CMSI) (http://www.cannabismedsolutions.com/) has quickly become the most recognized brand and partner
         in both online and wireless niche merchant payment solutions. The Company offers a full spectrum of secure and reliable transaction processing
         solutions using traditional, Internet Point-of-Sale (POS), e-commerce and mobile (wireless) terminals in conjunction with Industry Alliance Partners.



149 of 152
         The Company has recently focused on providing payment solutions to the licensed medical marijuana dispensaries throughout 14 states. In an effort to
         keep these businesses within the guidelines of CA Proposition 215 and SB 420, Cannabis Medical Solutions offers reliable merchant payment
         solutions and closed loop pre-paid stored value and loyalty cards as a unique cash alternative to these regulated dispensaries for both operators and
         members of collectives. CMSI will seek to capitalize on this presently untapped and much needed solution, and presently provides services to multiple
         locations throughout California, New Mexico, Colorado and Montana.

         FORWARD-LOOKING DISCLAIMER

         This press release may contain certain forward-looking statements and information, as defined within the meaning of Section 27A of the Securities Act
         of 1933 and Section 21E of the Securities Exchange Act of 1934, and is subject to the Safe Harbor created by those sections. This material contains
         statements about expected future events and/or financial results that are forward-looking in nature and subject to risks and uncertainties. Such forward-
         looking statements by definition involve risks, uncertainties and other factors, which may cause the actual results, performance or achievements of
         Cannabis Medical Solutions Inc. to be materially different from the statements made herein.

        CONTACT: Cannabis Medical Solutions Inc.
             615.371.6148
             800.420-CALL
             http://www.cannabismedsolutions.com/

             News - Cannabis Medical Solutions Announces New Merchant Services Agreements for Multiple Marijuana Dispensaries in
             California, Colorado and Montana (GNW)
        Apr 7, 2010 9:09:00 AM

         LOS ANGELES, April 7, 2010 (GLOBE NEWSWIRE) -- Cannabis Medical Solutions Inc. (OTCBB:CMSI), a leading company specializing in both
         brick-and-mortar and online merchant payment solutions, insurance and accounting services for medical marijuana dispensaries and high-risk merchant
         accounts and services, today announced the signing of new merchant agreements for the states of California, Colorado and Montana. Under the
         exclusive agreements, CMSI will provide merchant processing and POS solutions through its alliance network, enabling these dispensary operations to
         take credit card transactions legally and provide inventory control of patient medical marijuana.

         Eighteen states have discussed medical marijuana through legislation or citizen initiatives this year, most visibly, California announced on March 24th,
         that this year's ballot would include a question to allow local governments to legalize and tax marijuana. In addition to saving the state of California
         millions of dollars in law enforcement, the Regulate, Control and Tax Cannabis Act will also give local governments the ability to tax marijuana.
         Proponents of the act estimate that $15 billion worth of gray-market and black market marijuana is sold each year in California according to the
         Associated Press. An excise tax on the retail sales of marijuana would bring in an estimated $1.3 billion a year or more in revenue. Some counties and
         cities within California currently tax medical marijuana dispensaries. These city and county taxes bring in as much as $350,000 per dispensary.

         "It is our goal at Cannabis Medical Solutions to bring the banking industry for these businesses in line with the rapid favorable legislation of the states
         for legalization. We are quickly proving ourselves as the responsible choice for bringing cash alternatives and solutions to the medical marijuana
         industry through inventory control of medication, credit card services and state tax reporting for non-profits and profit reporting states. CMSI has
         partnered with the only banking solutions allowing legitimate bank accounts and merchant services without fear of cancellation of merchant accounts or
         freezing of funds for miscoding," stated Kyle Gotshalk, CEO of CMSI.

         About Cannabis Medical Solutions Inc.

         Cannabis Medical Solutions Inc. (http://www.cannabismedsolutions.com/) has quickly become the most recognized brand and partner in both online
         and wireless niche merchant payment solutions. The Company offers a full spectrum of secure and reliable transaction processing solutions using
         traditional, Internet Point-of-Sale (POS), e-commerce and mobile (wireless) terminals in conjunction with Industry Alliance Partners. The Company
         has recently focused on providing payment solutions to the licensed medical marijuana dispensaries throughout 14 states. In an effort to keep these
         businesses within the guidelines of CA Proposition 215 and SB 420, Cannabis Medical Solutions offers reliable merchant payment solutions and
         closed loop pre-paid stored value and loyalty cards as a unique cash alternative to these regulated dispensaries for both operators and members of
         collectives. CMSI will seek to capitalize on this presently untapped and much needed solution, and presently provides services to multiple locations
         throughout California, New Mexico, Colorado and Montana.

         FORWARD-LOOKING DISCLAIMER

         This press release may contain certain forward-looking statements and information, as defined within the meaning of Section 27A of the Securities Act
         of 1933 and Section 21E of the Securities Exchange Act of 1934, and is subject to the Safe Harbor created by those sections. This material contains
         statements about expected future events and/or financial results that are forward-looking in nature and subject to risks and uncertainties. Such forward-
         looking statements by definition involve risks, uncertainties and other factors, which may cause the actual results, performance or achievements of
         Cannabis Medical Solutions Inc. to be materially different from the statements made herein.

        CONTACT: Cannabis Medical Solutions Inc.
             800.420-CALL
             http://www.cannabismedsolutions.com/

             News - Cannabis Medical Solutions Inc. Exceeds Projected Sales for Quarter in New Merchant Services Contracts on Heels



150 of 152
             of USA Today Article Covering Legalization of Medical Marijuana (GNW)
        Mar 10, 2010 9:35:00 AM

         LOS ANGELES, March 10, 2010 (GLOBE NEWSWIRE) -- Cannabis Medical Solutions Inc. (OTCBB:CMSI), a leading company specializing in both
         brick-and-mortar and online merchant payment solutions, insurance and accounting services for medical marijuana dispensaries and high-risk merchant
         accounts and services, today announced record sales for the month of March in new merchant services contracts. Through its alliance banking network,
         CMSI has exceeded $500,000 in gross processing business for new merchant accounts signed in March 2010. The Company added three new medical
         marijuana dispensaries as merchant clients this week alone, on the heels of yesterday's USA Today article covering the legalization of medical
         marijuana.

         The USA Today article entitled "Slowly, states are lessening limits on marijuana" by William M. Welchand and Donna Leinwand, discussed the
         present state of affairs of legalization and use of medical marijuana within 14 states. Specifically, the article notes James Gray, a former federal
         prosecutor and county judge who spent two decades as a superior court judge in Orange County, Calif., and once ran for Congress as a Republican --
         who switched sides in the war on drugs, becoming an advocate for legalizing marijuana.

         Gray is part of a growing national movement to rethink pot laws. From California, where lawmakers may outright legalize marijuana, to New Jersey,
         which implemented a medical use law Jan. 19, states are taking unprecedented steps to loosen marijuana restrictions. Advocates of legalizing
         marijuana say generational, political and cultural shifts have taken the USA to a unique moment in its history of drug prohibition that could topple 40
         years of tough restrictions on both medicinal and recreational marijuana use.

         Further, USA Today quoted Gallup Poll last October found 44% favor making marijuana legal, an eight-point jump since the question was asked in
         2005. An ABC News-Washington Post poll in January found 81% favor making marijuana legal for medical use.

         Attorney General Eric Holder last fall announced that raiding medical marijuana facilities would be the lowest priority for U.S. law enforcement
         agents -- a major shift that is spurring many states to re-examine their policies. The American Medical Association recommended in November that
         Congress reclassify marijuana as a drug with possible medicinal benefit.

         At least 14 states this year -- some deeply conservative and Republican-leaning, such as Kansas -- will consider legalizing pot for medical purposes
         or lessening the penalties for possessing small amounts for personal use. Fourteen other states and the District of Columbia already have liberalized
         their marijuana laws.

         The Obama administration still opposes smoking marijuana for its medicinal benefit, says Tom McLellan, deputy director of the White House Office of
         National Drug Control Policy. He says more research is needed to deliver the medically useful ingredients in a non-smokable form.

         * Alabama, Delaware, New York, North Carolina and Pennsylvania, are debating allowing medicinal use of marijuana for people with certain
         illnesses;

         * Hawaii and Rhode Island are considering bills to reduce the penalties for marijuana possession to fines rather than jail time;

         * Vermont is weighing whether to allow state-licensed liquor stores to sell medical marijuana.

         California became the first state to allow marijuana for medical use when voters approved a statewide ballot issue in 1996, and its provisions are so
         broad that tens of thousands of people have obtained a doctor's recommendation to use marijuana for ailments from cancer to arthritis.

         Now California's Legislature is considering a bill that would make it the first state to legalize marijuana for recreational use as well. It is unlikely to
         pass this year, but Gray and other advocates hope to have a proposition on the November ballot that would legalize marijuana use for anyone 21 or
         older. California would levy taxes that the state tax board says could raise $1.3 billion or more a year for the deficit-plagued state, while saving tens
         of millions in prison and law-enforcement costs. Sponsors of the ballot issue have turned in 690,161 signatures on petitions for verification, far more
         than the 433,971 valid signatures required to get on the ballot.

         A 2009 statewide Field Poll found 56% support making pot legal for recreational use and taxing it. Assemblyman Tom Ammiano, a Democrat from
         San Francisco who introduced the tax and regulate bill, predicts California eventually will legalize marijuana and other states will follow. "It's
         inevitable that there will be some kind of legalization of recreational marijuana," Ammiano says. "How and where it's going to happen I think is an
         open question, but I think a lot sooner than later." Source: USA Today.

         The full article may be found at the following link:

         http://www.usatoday.com/news/nation/2010-03-08-marijuana_N.htm?csp=hf

         "Our ultimate goal is to bring present banking legislation and accessibility to alternative payment options rather than cash only transactions in line with
         present legislation for legalization of medical marijuana," stated founder Michael Friedman. Presently, many dispensary owners and patients are not
         utilizing credit cards or alternative payment solutions properly, and are being shut down for improper coding of the account, with funds being held
         indefinitely. Our banking institutions understand this business, and our merchant accounts are set up properly from the beginning as to prevent closure
         of the accounts, and allow several payment options to the dispensary owners as well as patients," further stated Friedman, founder of Cannabis
         Medical Solutions.

         About Cannabis Medical Solutions Inc.



151 of 152
         Cannabis Medical Solutions Inc. (http://www.cannabismedsolutions.com/) has quickly become the most recognized brand and partner in both online
         and wireless niche merchant payment solutions. The Company offers a full spectrum of secure and reliable transaction processing solutions using
         traditional, Internet Point-of-Sale (POS), e-commerce and mobile (wireless) terminals in conjunction with Industry Alliance Partners. The Company
         has recently focused on providing payment solutions to the licensed medical marijuana dispensaries throughout 14 states. In an effort to keep these
         businesses within the guidelines of CA Proposition 215 and SB 420, Cannabis Medical Solutions offers reliable merchant payment solutions and
         closed loop pre-paid stored value and loyalty cards as a unique cash alternative to these regulated dispensaries for both operators and members of
         collectives. CMSI will seek to capitalize on this presently untapped and much needed solution, and presently provides services to multiple locations
         throughout California, New Mexico, Colorado and Montana.

         FORWARD-LOOKING DISCLAIMER

         This press release may contain certain forward-looking statements and information, as defined within the meaning of Section 27A of the Securities Act
         of 1933 and Section 21E of the Securities Exchange Act of 1934, and is subject to the Safe Harbor created by those sections. This material contains
         statements about expected future events and/or financial results that are forward-looking in nature and subject to risks and uncertainties. Such forward-
         looking statements by definition involve risks, uncertainties and other factors, which may cause the actual results, performance or achievements of
         Cannabis Medical Solutions Inc. to be materially different from the statements made herein.

        CONTACT: Cannabis Medical Solutions Inc.
             800.420-CALL
             http://www.cannabismedsolutions.com/

             News - Commerce Online Inc. Announces Official Name and Symbol Change to "Cannabis Medical Solutions, Inc." OTCBB
             SYMBOL:CMSI Effective Thursday March 4th, 2010 (GNW)
        Company Launches 800-420-CALL With Name Change as First Medical Marijuana Services Directory Hotline for Dispensaries, Physicians, Patients and Investment
        Community
        Mar 4, 2010 9:23:00 AM

         LOS ANGELES, March 4, 2010 (GLOBE NEWSWIRE) -- Commerce Online Inc. (OTCBB:CMIB) (http://www.commerceonlineinc.com), a leading
         company specializing in both brick-and-mortar and online merchant payment solutions for medical marijuana dispensaries and high-risk merchant
         accounts and services, today announced that the Company has officially been granted its name change on the OTCBB to "Cannabis Medical Solutions,
         Inc." (www.cannabismedsolutions.com) with a new trading symbol of "CMSI".

         "Since becoming the most respected name in merchant services and banking solutions for medical marijuana dispensaries and championing the cause of
         bringing secure banking and patient services in line with rapid legislation toward legalization, we felt it in the best interest of our shareholders and
         clients to brand our parent company as Cannabis Medical Solutions to eliminate any further confusion as an ecommerce company. As of the first of this
         year, we have added several new medical marijuana dispensary clients providing merchant payment solutions, accounting and insurance
         recommendations for these businesses. We will continue to explore vertical growth into not only becoming a financial partner to new dispensaries
         under the Cannabis Medical Solutions Brand, but to potentially expanding our role into ownership, branded food and beverage products and biopharma
         products, stated Kyle Gotshalk, CEO of Cannabis Medical Solutions.

         About Cannabis Medical Solutions Inc.

         Cannabis Medical Solutions Inc. (http://www.cannabismedsolutions.com/) has quickly become the most recognized brand and partner in both online
         and wireless niche merchant payment solutions. The Company offers a full spectrum of secure and reliable transaction processing solutions using
         traditional, Internet Point-of-Sale (POS), e-commerce and mobile (wireless) terminals in conjunction with Industry Alliance Partners. The Company
         has recently focused on providing payment solutions to the licensed medical marijuana dispensaries throughout 14 states. In an effort to keep these
         businesses within the guidelines of CA Proposition 215 and SB 420, Cannabis Medical Solutions offers reliable merchant payment solutions and
         closed loop pre-paid stored value and loyalty cards as a unique cash alternative to these regulated dispensaries for both operators and members of
         collectives. CMSI will seek to capitalize on this presently untapped and much needed solution, and presently provides services to multiple locations
         throughout California, New Mexico, Denver and Montana.

         FORWARD-LOOKING DISCLAIMER

         This press release may contain certain forward-looking statements and information, as defined within the meaning of Section 27A of the Securities Act
         of 1933 and Section 21E of the Securities Exchange Act of 1934, and is subject to the Safe Harbor created by those sections. This material contains
         statements about expected future events and/or financial results that are forward-looking in nature and subject to risks and uncertainties. Such forward-
         looking statements by definition involve risks, uncertainties and other factors, which may cause the actual results, performance or achievements of
         Commerce Online Inc. to be materially different from the statements made herein.

        CONTACT: Cannabis Medical Solutions Inc.
             615.371.6148
             800-420-CALL
             info@cannabismedsolutions.com




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