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                            ASSET PURCHASE AGREEMENT

                ACQUISITION OF SUBSTANTIALLY ALL OF THE ASSETS OF

                             SOURCE SCIENTIFIC, INC.

                                       BY

                          BBI-SOURCE SCIENTIFIC, INC.,
                            a wholly owned subsidiary

                                       OF

                             BOSTON BIOMEDICA, INC.

                              DATED: MARCH __, 1997




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                            ASSET PURCHASE AGREEMENT


                                TABLE OF CONTENTS

                                                                   Page

ARTICLE 1.  PURCHASE AND SALE OF ASSETS..............................4

   1.1 Sale of Assets................................................4
   1.2 Assumption of Liabilities.....................................4
   1.3 Purchase Price and Payment....................................6
   1.4 Adjustment to Purchase Price..................................6
   1.5 Time and Place of Closing.....................................7
   1.6 Delivery of Assumption of Liabilities.........................7
   1.7 Transfer of Subject Assets....................................7
   1.8 Delivery of Records and Contracts.............................7
   1.9 Change of Name................................................7
   1.10 Further Assurances...........................................7
   1.11 Tax Returns..................................................8
   1.12 Allocation of Purchase Price.................................8


ARTICLE 2.  REPRESENTATIONS AND WARRANTIES OF SELLER.................8

   2.1 Organization and Qualification of Seller......................8
   2.2 Capitalization of Seller......................................9
   2.3 Subsidiaries..................................................9
   2.4 Authorization of Transaction..................................9
   2.5 Present Compliance with Obligations and Laws..................9
   2.6 No Conflict of Transaction With Obligations and Laws.........10
   2.7 Financial Statements.........................................10
   2.8 Absence of Undisclosed Liabilities...........................10
   2.9 Absence of Certain Changes...................................11
   2.10 Payment of Taxes............................................12
   2.11 Title to Properties; Liens; Condition of Properties.........12
   2.12 Collectibility of Accounts Receivable.......................13
   2.13 Inventories.................................................13
   2.14 Intellectual Property Rights................................13
   2.15 Contracts and Commitments...................................15
   2.16 Labor and Employee Relations................................16
   2.17 Employee Benefits and ERISA.................................17
   2.18 Environmental Matters.......................................19
   2.19 Permits.....................................................21
   2.20 Warranty or Other Claims....................................21
   2.21 Litigation..................................................21
   2.22 Borrowings and Guarantees...................................21
   2.23 Financial Service Relations and Powers of Attorney..........21
   2.24 Insurance...................................................22
   2.25 Minute Books................................................22


                                      -i-





   2.26 Finder's Fee................................................22
   2.27 Transactions with Interested Persons........................22
   2.28 Absence of Sensitive Payments...............................22
   2.29 Disclosure of Material Information..........................23
   2.30 SEC Filings.................................................23


ARTICLE 3.  REPRESENTATIONS AND WARRANTIES OF BBI AND BUYER.........23

   3.1 Organization of BBI and Buyer................................23
   3.2 Authorization of Transaction.................................24
   3.3 No Conflict of Transaction With Obligations and Laws.........24
   3.4 SEC Filings..................................................24
   3.5 Litigation...................................................25
   3.6 Finder's Fee.................................................25


ARTICLE 4.  COVENANTS OF SELLER.....................................25

   4.1 Conduct of Business..........................................25
   4.2 Authorization from Others....................................26
   4.3 Breach of Representations and Warranties.....................26
   4.4 Consummation of Agreement....................................26
   4.5 Compliance with Securities Laws..............................27


ARTICLE 5.  COVENANTS OF BBI AND BUYER..............................27

   5.1 Authorization from Others....................................27
   5.2 Consummation of Agreement....................................27
   5.3 Disclosure of Adverse Change.................................27


ARTICLE 6.  CONDITIONS TO OBLIGATIONS OF BBI AND BUYER..............27

   6.1 Shareholder Authorization....................................27
   6.2 Dissenting Stockholders......................................28
   6.3 Representations; Warranties; Covenants.......................28
   6.4 No Material Adverse Change...................................28
   6.5 Opinion of Seller's Counsel..................................28
   6.6 Employment Contracts.........................................28
   6.7 Non-Competition Contracts....................................28
   6.8 Approval of Board of Directors...............................29
   6.9 Approval of Buyer's Counsel..................................29
   6.10 Absence of Certain Litigation...............................29
   6.11 FIRPTA Certificate..........................................29
   6.12 Consents and Waivers........................................29
   6.13 Escrow Agreement............................................29
   6.14 Convertible Debentures......................................29
   6.15 Opinion of Auditors.........................................30
   6.16 Opinion of Investment Banking Firm..........................30
   6.17 Due Diligence...............................................30
   6.18 Facility Lease..............................................30
   6.19 Reduction of Interest Payments..............................30
   6.20 Consents to Transactions....................................30
   6.21 Authorization...............................................30


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   6.22 Bulk Sales Law..............................................30


ARTICLE 7.  CONDITIONS TO OBLIGATIONS OF SELLER.....................31

   7.1 Shareholder Authorization....................................31
   7.2 Representations; Warranties; Covenants.......................31


ARTICLE 8.  TERMINATION OF AGREEMENT................................31

   8.1 Termination..................................................31
   8.2 Right to Proceed.............................................31


ARTICLE 9.  RIGHTS AND OBLIGATIONS SUBSEQUENT TO CLOSING............31

   9.1 Survival of Warranties.......................................31
   9.2 Collection of Assets.........................................31
   9.3 Payment of Debts.............................................32


ARTICLE 10.  INDEMNIFICATION........................................32

   10.1 Definitions.................................................32
   10.2 Indemnification by Seller...................................32
   10.3 Indemnification by Buyer....................................33
   10.4 Defense of Third Party Actions..............................33
   10.5 Miscellaneous...............................................34
   10.6 Payment of Indemnification..................................34


ARTICLE 11.  MISCELLANEOUS..........................................35

   11.1  Fees and Expenses..........................................35
   11.2 Notices.....................................................36
   11.4 Publicity and Disclosures...................................36
   11.5 Non-Solicitation............................................37
   11.6 Confidentiality.............................................37
   11.7 Entire Agreement............................................37
   11.8 Severability................................................37
   11.9 Assignability...............................................37
   11.10 Amendment..................................................37
   11.11 Attorney-in-Fact...........................................37
   11.12 Governing Law; Venue.......................................38
   11.13 Counterparts...............................................38
   11.14  Effect of Table of Contents and Headings..................38




                                      -3-









                            ASSET PURCHASE AGREEMENT


      AGREEMENT  entered into as of the ____ day of  _____________,  1997, among
Boston Biomedica,  Inc., a Massachusetts corporation with its principal place of
business in West  Bridgewater,  Massachusetts  ("BBI"),  BBI-Source  Scientific,
Inc., a Massachusetts  corporation and wholly owned  subsidiary of BBI ("Buyer")
and Source Scientific,  Inc., a California  corporation with its principal place
of business in Garden Grove, California ("Seller").

                                    RECITALS:

      WHEREAS, Buyer wishes to acquire substantially all of the assets of Seller
and assume certain  liabilities and obligations of Seller,  and Seller wishes to
convey  such  assets to Buyer,  subject to such  liabilities  and subject to the
terms and conditions set forth in this Agreement;

      NOW, THEREFORE, in consideration of the mutual agreements contained herein
and for other good and valuable  consideration,  the receipt and  sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1.  PURCHASE AND SALE OF ASSETS.

1.1      Sale of Assets.

                 (a) Subject to the  provisions of this  Agreement and except as
expressly  excluded in paragraph 1.1(b),  Seller agrees to sell and Buyer agrees
to  purchase,  at the Closing (as  defined in Section  1.5  hereof),  all of the
properties,  assets  and  business  of  Seller  of every  kind and  description,
tangible  and  intangible,  real,  personal  or  mixed,  and  wherever  located,
including  without  limitation all assets set forth on Schedule 1.1 hereto,  all
assets shown or  reflected on the Base Balance  Sheet (as defined in Section 2.7
hereof) of Seller and all assets  acquired or created by Seller in the  ordinary
course of business  and  consistent  with the terms hereof since the date of the
Base Balance  Sheet  through the Closing,  and all of Seller's good will and the
exclusive right to use the name of Seller as all or part of a trade or corporate
name. The assets, property and business of Seller to be sold to and purchased by
Buyer under this Agreement are hereinafter sometimes referred to as the "Subject
Assets."

                 (b) Seller's corporate franchise, stock record books, corporate
record books  containing  minutes of meetings of directors and  stockholders and
such other records as have to do exclusively with Seller's organization or stock
capitalization shall be excluded from the Subject Assets.

                  1.2    Assumption of Liabilities

                 (a) Upon the sale and purchase of the Subject Assets, except as
excluded in paragraph  1.2(b),  Buyer shall assume and agree to pay or discharge
when due the following:








                          (i) those  liabilities  of Seller  listed on  Schedule
1.2(a) hereto, as derived from the Base Balance Sheet;-

                          (ii) liabilities for accrued vacation and unreimbursed
expenses for the employees and to the extent set forth in Schedule 1.2(a); and

                          (iii) all  liabilities  and  obligations  incurred  by
Seller in the ordinary  course of business and consistent  with the terms hereof
since the date of the Base Balance  Sheet which are  outstanding  at the time of
the Closing.

The  liabilities  to be assumed by Buyer under this  Agreement  are  hereinafter
sometimes referred to as the "Assumed Liabilities."

                 (b) Except to the extent expressly  assumed pursuant to Section
1.2(a)  above,  Buyer  does not  assume  and shall  not be liable  for any debt,
obligation,  responsibility  or liability of the Seller,  or any  Affiliate  (as
defined  below),  or any claim  against any of the  foregoing,  whether known or
unknown,  contingent or absolute,  or otherwise.  Without limiting the foregoing
sentence,  Buyer shall have no  responsibility  with  respect to the  following,
whether or not disclosed in the Base Balance Sheet or a Schedule hereto:

                          (i) liabilities and obligations  related to or arising
from any transactions with any officer, director or stockholder of Seller or any
person or organization controlled by, controlling,  or under common control with
any of them (an "Affiliate");

                          (ii) liabilities and obligations for taxes of any kind
resulting from the operation of Seller  through the Closing and any  liabilities
and  obligations  for taxes of any kind related to or arising from the transfers
contemplated hereby;

                          (iii) liabilities and obligations for damage or injury
to person or property based upon events occurring prior to the date of Closing;

                          (iv)  liabilities  and  obligations  to  employees  of
Seller, whether for accident,  disability,  or workers compensation insurance or
benefits,  benefits under employee benefit plans, back pay, accrued vacation, or
obligations related to or resulting from severance of employment by Seller;

                          (v)  workmen's liens on any of the Subject Assets;

                          (vi) liabilities incurred by Seller in connection with
this Agreement and the transactions  provided for herein,  including counsel and
accountant's  fees, filing fees and expenses related to Seller's proxy material,
transfer and other taxes,  and expenses  pertaining  to its  liquidation  or the
performance by Seller of its obligations hereunder;







                          (vii)   liabilities   of  Seller  to  its   dissenting
stockholders,  if any to the  extent  holders of in excess of  one-half  percent
(0.5%) of the outstanding shares of capital stock of Seller exercise  dissenting
stockholder rights under the California General Corporation Law; and

                          (viii)  liabilities  of  Seller  with  respect  to any
options,  warrants,  agreements  or  convertible  or other rights to acquire any
shares of its capital stock of any class.

                 (c) The assumption of Assumed  Liabilities  by Buyer  hereunder
shall be  treated as  independent  of Buyer's  existing  business  and shall not
enlarge any rights of third parties under contracts or  arrangements  with Buyer
or Seller or any of their respective subsidiaries.  Nothing herein shall prevent
Buyer from contesting in good faith any of the Assumed Liabilities.

         1.3 Purchase Price and Payment.  In consideration of the sale by Seller
to Buyer of the Subject  Assets,  in addition to the  assumption by Buyer of the
Assumed  Liabilities,  Buyer agrees to pay to Seller and to the Escrow Agent, as
provided  hereafter,  the aggregate amount of Two Million One Hundred Forty-Four
Thousand Dollars  ($2,144,000) (the "Purchase Price"),  subject to adjustment as
provided  for in  Section  1.4 of this  Agreement,  which  shall be  payable  as
follows:

                 (a) the sum of One Million  Eight Hundred  Ninety-Four  Dollars
($1,894,000)  shall be paid at the Closing to Seller in cash, by certified check
or by federal funds wire transfer; and

                 (b) the sum of Two Hundred Fifty Thousand Dollars ($250,000.00)
in cash,  shall be  deposited  at the Closing  into an interest  bearing  escrow
account,  and held pursuant to an Escrow  Agreement,  in substantially  the form
attached hereto as Exhibit 1.3 (the "Escrow Agreement").

         1.4 Adjustment to Purchase  Price.  The Purchase Price shall be reduced
by One Dollar  ($1.00) for each One Dollar  ($1.00) that Seller's  tangible book
value as of the Closing Date, in accordance with generally  accepted  accounting
principles, is less than Five Hundred Thousand Dollars ($500,000). Tangible book
value shall be  determined by Seller to be Seller's  stockholders'  equity minus
all intangible  assets and is subject to verification by Buyer or, at the option
of Buyer, by Buyer's independent accountants, Coopers & Lybrand L.L.P. ("Coopers
& Lybrand") through an audit or certain procedures as determined by Buyer. Buyer
shall  furnish to Seller,  for Seller's  review and comment,  the results of any
audit or procedures  performed by Coopers & Lybrand.  Any results from Coopers &
Lybrand  shall be final and  binding  on the  parties  hereto.  In the event the
Purchase  Price is reduced as provided  herein,  the amounts of the reduction in
the  Purchase  Price  shall be paid to the Buyer out of the funds held in escrow
pursuant to the Escrow Agreement to the extent of the balance thereof, and shall
then be paid by the  Seller.  Any  amount  payable  to Buyer  as a  result  of a
Purchase  Price  adjustment  shall be paid to Buyer within five business days of
notice to Seller  either of Buyer's  verification  of  Seller's  calculation  of
Seller's  tangible  book  value or of  Coopers &  Lybrand's  results of audit or
certain procedures  performed in assessing the accuracy of Seller's  calculation
of Seller's tangible book value as of the Closing Date.







         1.5 Time and Place of  Closing.  The closing of the  purchase  and sale
provided for in this Agreement (herein called the "Closing") will be held at the
offices of Brown, Rudnick,  Freed & Gesmer, counsel to the Buyer, at its offices
at One Financial  Center,  Boston,  Massachusetts  on or before May 5, 1997 (the
"Closing  Date") or at such other place,  date or time as may be fixed by mutual
agreement of the parties.

         1.6 Delivery of Assumption of Liabilities.  At the Closing, Buyer shall
deliver or cause to be delivered to Seller,  among other things, an agreement to
assume the Assumed  Liabilities  having  substantially the provisions of Section
1.2 hereof and in substantially the form set forth as Exhibit 1.6 hereto.

         1.7 Transfer of Subject Assets. At the Closing, Seller shall deliver or
cause to be  delivered  to Buyer good and  sufficient  instruments  of  transfer
transferring  to Buyer title to all the Subject Assets  including a Bill of Sale
in  substantially  the form set forth as  Exhibit  1.7  hereto,  and such  other
instruments of transfer as Buyer may require.  Such  instruments of transfer (a)
shall be in the form  and will  contain  the  warranties,  covenants  and  other
provisions  (not  inconsistent  with the provisions  hereof) which are usual and
customary for transferring  the type of property  involved under the laws of the
jurisdictions  applicable to such transfers,  (b) shall be in form and substance
satisfactory to counsel for Buyer, and (c) shall  effectively vest in Buyer good
and  marketable  title to all the Subject  Assets,  free and clear of all liens,
restrictions  and  encumbrances  except  those  specifically  disclosed  in  the
Schedule  hereto or in the Base Balance  Sheet and which Buyer has agreed herein
may remain in place at and after Closing.

         1.8 Delivery of Records and  Contracts.  At the  Closing,  Seller shall
deliver or cause to be  delivered  to Buyer all of Seller's  leases,  contracts,
commitments  and  rights,   with  such  assignments   thereof  and  consents  to
assignments  as are  necessary  to assure Buyer of the full benefit of the same.
Seller  shall also  deliver to Buyer at the  Closing  all of  Seller's  business
records, tax returns, books and other data relating to its assets,  business and
operations (except corporate records and other property of Seller excluded under
Subsection  1.1(b)) and Seller  shall take all  requisite  steps to put Buyer in
actual  possession  and operating  control of the Subject Assets and business of
Seller. After the Closing,  Buyer shall afford to Seller and its accountants and
attorneys  reasonable  access to the books and  records of Seller  delivered  to
Buyer under this Section 1.8 and shall permit Seller to make extracts and copies
therefrom  for the  purpose of  preparing  such tax  returns of Seller as may be
required after the Closing and for other proper purposes approved by Buyer.

         1.9 Change of Name.  Immediately  following  the Closing,  Seller shall
file with the  California  Secretary  of State an  amendment  to its Charter (as
hereafter  defined) changing its name to a name which does not include the words
"Source Scientific." At the Closing, Seller shall deliver to the Buyer a consent
in form  satisfactory to the Secretary of State of  Massachusetts  consenting to
the use of the name "Source Scientific" by Buyer or any affiliate thereof.

         1.10 Further Assurances.  Seller from time to time after the Closing at
the request of Buyer and without further consideration shall execute and deliver
further  instruments of transfer






and assignment (in addition to those  delivered under Section 1.7) and take such
other action as Buyer may reasonably  require to more  effectively  transfer and
assign to, and vest in, Buyer all of its right, title and interest in and to the
Subject  Assets  free and  clear of all  liens and  encumbrances,  except  those
expressly  permitted  hereby.  To the extent that the  assignment  of any lease,
contract,  commitment  or right  shall  require  the  consent  of other  parties
thereto,  this Agreement  shall not constitute an assignment  thereof;  however,
Seller  shall  obtain  before the Closing any  necessary  consents or waivers to
assure Buyer of the benefits of such leases,  contracts,  commitments or rights.
Seller shall  cooperate with Buyer to permit Buyer to enjoy Seller's  rating and
benefits under the workman's  compensation  laws and  unemployment  compensation
laws of applicable jurisdictions,  to the extent permitted by such laws. Nothing
herein  shall be deemed a waiver by Buyer of its right to receive at the Closing
an effective assignment of each of the leases, contracts,  commitments or rights
of Seller.

         1.11 Tax Returns.  Seller,  with the  assistance and approval of Buyer,
shall  promptly  prepare  and file on or  before  the due date or any  extension
thereof (together with Buyer's payment for the amount of taxes, if any, shown to
be due thereon which constitute Assumed Liabilities) all required federal, state
and local tax returns with respect to Seller's  operations prior to the Closing.
Unless Buyer otherwise  requests,  Seller shall also take all necessary steps to
terminate its fiscal year for federal income tax purposes on the Closing date.

         1.12 Allocation of Purchase Price.  The purchase price payable by Buyer
for the  Subject  Assets  pursuant  to  Section  1.3 and the face  amount of the
Assumed  Liabilities assumed pursuant to Section 1.2 shall represent payment for
the  Subject  Assets at the prices  shown on a  memorandum  to be  prepared  and
initialed by the parties and  delivered at the Closing or as soon  thereafter as
required information is made available.  The prices reflected in said memorandum
shall represent the fair market values of the Subject Assets at the Closing,  to
the best of the  knowledge  and belief of the  parties  hereto,  and the parties
hereto  agree  that  they  will  not  take a  position  inconsistent  with  such
allocation for Federal income tax purposes.

ARTICLE 2.  REPRESENTATIONS AND WARRANTIES OF SELLER.

Seller hereby represents and warrants to Buyer as follows:

         2.1 Organization and  Qualification of Seller.  Seller is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State  of  California,  with  full  power  and  authority  to own or  lease  its
properties  and to conduct its  business  in the manner and in the places  where
such  properties  are owned or leased or such  business is  conducted by it. The
copies of  Seller's  Certificate  of  Incorporation  or  equivalent  document as
amended to date ("Charter"), certified by the California Secretary of State, and
of Seller's by-laws as amended to date,  certified by Seller's Secretary (or the
equivalent),  and  previously  delivered  to Buyer's  counsel,  are complete and
correct.  Seller is duly  qualified to do business as a foreign  corporation  in
every jurisdiction in which such qualification is required.  The states in which
Seller is so qualified are listed on Schedule 2.1.








         2.2  Capitalization  of Seller.  The  authorized  capital  stock of the
Seller consists of 75,000,000  shares of common stock, no par value (the "Common
Stock"),  of which 34,540,004  shares are validly issued and outstanding,  fully
paid and non-assessable as of the date of this Agreement. Except as set forth on
Schedule 2.2 hereto,  there are no (a)  outstanding  warrants,  options or other
rights  granted  by  Seller  or,  to  Seller's   knowledge,   by  any  principal
stockholders of Seller (the "Principal  Stockholders"),  to purchase or acquire,
or pre-emptive rights with respect to the issuance or sale of, the capital stock
of Seller,  (b) other  securities of Seller  directly or indirectly  convertible
into  or  exchangeable  for  shares  of  capital  stock  of the  Seller,  or (c)
restrictions  on the transfer of Seller's  capital  stock.  For purposes of this
Agreement,  Principal  Stockholders shall include all stockholders of Seller who
hold, of record or  beneficially,  five percent (5%) or more of the  outstanding
shares of Seller's Common Stock.

         2.3 Subsidiaries

                 (a) Seller directly or indirectly owns the indicated amounts of
the issued and outstanding  capital stock of the corporations listed on Schedule
2.3  to  this  Agreement  (hereinafter  referred  to as  the  "Subsidiaries"  or
individually as a "Subsidiary"). The Seller has good and marketable title to the
shares of stock of each of the  Subsidiaries  which it owns, free of any adverse
claim, lien or restriction,  and there are no outstanding  options,  warrants or
other rights of any kind to acquire any additional shares of stock of any of the
Subsidiaries.

                 (b) Except as set forth on Schedule 2.3,  each  Subsidiary is a
corporation duly organized, validly existing and in good standing under the laws
of its state of incorporation, with full power and authority to own or lease its
properties  and to conduct its  business  in the manner and in the places  where
such properties are owned or leased or such business is conducted. The copies of
the Charter and by-laws of each Subsidiary as amended to date,  certified by the
Secretary  of State of the  state of  incorporation  of such  Subsidiary  or its
Secretary (or the  equivalent)  and previously  delivered to Buyer's counsel are
complete and correct.  Each of the Subsidiaries is duly qualified to do business
as a foreign  corporation in every  jurisdiction in which such  qualification is
required.

                 (c) Except as set forth on Schedule 2.3, neither Seller nor any
of  its  Subsidiaries   owns  any  securities   issued  by  any  other  business
organization  or  governmental  authority,  except U.S.  Government  securities.
Neither  Seller nor any of the  Subsidiaries  is a partner or participant in any
joint venture or partnership of any kind.

         2.4 Authorization of Transaction.  All necessary  action,  corporate or
otherwise, has been taken by Seller and the Stockholders,  if any such action is
necessary,  to  authorize  the  execution,  delivery  and  performance  of  this
Agreement and the  transactions  contemplated  hereby,  and the Agreement is the
valid and binding  obligation  of Seller,  enforceable  in  accordance  with its
terms.

         2.5 Present  Compliance with  Obligations and Laws.  Neither Seller nor
any Subsidiary is: (a) in violation of its Charter or by-laws; (b) in default in
the  performance  of any  material  obligation,  agreement  or  condition of any
material  debt  instrument  which  (with or without  the





passage  of time or the  giving of  notice)  affords  to any person the right to
accelerate any material  indebtedness  or terminate any material  right;  (c) in
default  or breach of (with or  without  the  passage  of time or the  giving of
notice) any other material contract to which it is a party or by which it or any
of the Subject  Assets are bound except as disclosed in Schedule 2.21; or (d) in
violation  of any  law,  regulation,  administrative  order  or  judicial  order
applicable to it or its business or the Subject Assets.


      2.6 No Conflict of Transaction  With Obligations and Laws.

          (a) Neither the execution,  delivery or performance of this Agreement,
nor  the  performance  of  the  transactions   contemplated  hereby,  will:  (i)
constitute  a breach or  violation  of the  Charter  or by-laws of Seller or any
Subsidiary;  (ii) conflict  with or  constitute  (with or without the passage of
time or the giving of notice) a breach of, or default under, any debt instrument
to which Seller or any  Subsidiary  is a party,  or give any person the right to
accelerate  any material  indebtedness  or terminate any material  right;  (iii)
constitute  (with or without  the passage of time or giving of notice) a default
under or breach of any other  material  agreement,  instrument  or obligation to
which Seller or any  Subsidiary  is a party or by which it or any of the Subject
Assets  are  bound;  or (iv)  result  in a  violation  of any  law,  regulation,
administrative  order or judicial order  applicable to Seller or any Subsidiary,
or their businesses or the Subject Assets.

          (b) The execution,  delivery and performance of this Agreement and the
transactions  contemplated  hereby by the  Seller do not  require  the  consent,
waiver,  approval,  authorization,  exemption  of or  giving  of  notice  to any
governmental authority.

      2.7  Financial  Statements.  Attached  as  Schedule  2.7  hereto  are  the
following  audited   consolidated   financial   statements  of  Seller  and  its
Subsidiaries  and  unconsolidated  statements  of such  companies for the fiscal
years  ended  June  30,  1996  and 1995  and  unaudited  consolidated  financial
statements  for the six and three month periods  ended  December 31, 1996 all of
which  statements  are  complete  and correct and fairly  present the  financial
position of Seller and its  Subsidiaries  on a  consolidated  or  unconsolidated
basis,  as the case may be, on the date of such  statements  and the  results of
their operations on the applicable  basis for the periods covered  thereby,  and
such  financial  statements  have been  prepared in  accordance  with  generally
accepted  accounting  principles  consistently  applied  throughout  the periods
involved and prior periods.

     The Seller's  unaudited  balance  sheet as of December 31, 1996 included in
the above financial statements is sometimes referred to hereinafter as the "Base
Balance  Sheet."

      2.8 Absence of Undisclosed Liabilities. As of the date of the Base Balance
Sheet,  Seller and its Subsidiaries  had no material  liabilities of any nature,
whether accrued, absolute, contingent or otherwise (including without limitation
liabilities as guarantor or otherwise with respect to obligations of others,  or
liabilities  for taxes due or then  accrued or to become due),  except:  (a) the
Assumed  Liabilities;  (b) liabilities stated or adequately  reserved against on
the Base Balance Sheet;  and (c)  liabilities  disclosed in Schedule 2.8 hereto.
Since the date of the Base Balance  Sheet,  Seller and its  Subsidiaries  had no
material  liabilities of any nature,  whether accrued,  absolute,  contingent or
otherwise  (including without  limitation  liabilities as guarantor or






otherwise with respect to obligations of others, or liabilities for taxes due or
then  accrued  or to  become  due)  except  (a)  the  Assumed  Liabilities;  (b)
liabilities stated or adequately reserved against on the Base Balance Sheet; (c)
liabilities  in the aggregate not in excess of [$5,000]  arising in the ordinary
course of business;  and (d) liabilities disclosed in Schedule 2.8 hereto. There
is no fact which materially  adversely affects,  or may in the future (so far as
can now be  reasonably  foreseen)  materially  adversely  affect,  the business,
properties,  operations  or  condition  of  Seller  and  its  Subsidiaries  on a
consolidated  basis  which has not been  specifically  disclosed  herein or in a
schedule furnished herewith.

      2.9  Absence of Certain  Changes.  Except as  disclosed  in  Schedule  2.9
hereto,  since the date of the Base  Balance  Sheet there has not been:

          (a)  any  change  in  the  financial  condition,  properties,  assets,
liabilities, business or operations of the Seller or any Subsidiary which change
by itself or in conjunction with all other such changes,  whether or not arising
in the ordinary course of business,  has been materially adverse with respect to
Seller or any Subsidiary;

          (b) any contingent  liability  incurred by Seller or any Subsidiary as
guarantor or otherwise with respect to the obligations of others;

          (c) any mortgage,  encumbrance or lien placed on any of the properties
of Seller or any Subsidiary  which remains in existence on the date hereof or at
the time of Closing;

          (d) any  obligation or liability  incurred by Seller or any Subsidiary
other than  obligations  and  liabilities  incurred  in the  ordinary  course of
business;

          (e) any purchase, sale or other disposition, or any agreement or other
arrangement  for  the  purchase,  sale  or  other  disposition,  of  any  of the
properties  or assets of Seller or any  Subsidiary  other  than in the  ordinary
course of business;

          (f) any  damage,  destruction  or  loss,  whether  or not  covered  by
insurance, materially and adversely affecting the properties, assets or business
of Seller and its Subsidiaries on a consolidated basis;

          (g) any  declaration,  setting aside or payment of any dividend on, or
the making of any other distribution in respect of, the capital stock of Seller,
or any  Subsidiary  other  than a  wholly-owned  Subsidiary,  or any  direct  or
indirect redemption,  purchase or other acquisition by Seller of its own capital
stock or the stock of any such Subsidiary;

          (h) any labor  trouble or claim of unfair  labor  practices  involving
Seller or any Subsidiary;  any change in the  compensation  payable or to become
payable  by Seller or any  Subsidiary  to any of their  officers,  employees  or
agents  other than  normal  merit  increases  in  accordance  with  compensation
programs existing on the date of the Base Balance Sheet, or any bonus payment or
arrangement made to or with any of such officers, employees or agents;






          (i) any change with respect to the management or supervisory personnel
of Seller or any Subsidiary;

          (j) any payment or discharge of a material lien or liability of Seller
or any  Subsidiary  which was not shown on the Base Balance Sheet or incurred in
the ordinary course of business thereafter; or

          (k) any  obligation or liability  incurred by Seller or any Subsidiary
to any of their employees,  officers,  directors or shareholders or any loans or
advances made by Seller or any Subsidiary to any of their  employees,  officers,
directors or shareholders,  except transactions  between Seller and a Subsidiary
and normal compensation and expense allowances payable to officers.

      2.10 Payment of Taxes.  Except as disclosed on Schedule  2.10 hereto,  the
Seller and each of its Subsidiaries  have filed all federal,  state,  local, and
foreign  government  income,  excise and franchise tax returns,  real estate and
personal  property  tax  returns,  sales and use tax  returns  and all other tax
returns required to be filed by them, and they have paid all taxes owing by them
except  taxes  which  have not yet  accrued  or  otherwise  become due for which
adequate provision has been made in the pertinent financial  statements referred
to in Section 2.7 above.  All  transfer,  excise and other taxes  payable to any
jurisdiction  by reason of the sale and transfer of the Subject Assets  pursuant
to this Agreement  shall be paid or provided for by Seller after the Closing out
of the consideration payable by Buyer hereunder. Except as disclosed on Schedule
2.10 hereto,  the federal income tax returns of Seller and the Subsidiaries have
never been examined by the Internal Revenue Service and no extension of time for
the  assessment of  deficiencies  for any year is in effect.  The provisions for
taxes  reflected in the  above-mentioned  financial  statements  are adequate to
cover any tax  liabilities  of Seller  and any  Subsidiary  in  respect of their
respective  businesses,  properties and operations during the periods covered by
said financial  statements and all prior periods.  Neither the Internal  Revenue
Service nor any other taxing authority is now asserting or threatening to assert
against the Seller or any  Subsidiary  any  deficiency  or claim for  additional
taxes or interest  thereon or penalties in connection  therewith.

      2.11 Title to Properties; Liens; Condition of Properties.

           (a) Set forth on  Schedule  2.11  hereto is a listing  of (i) all the
real property  owned by Seller or any  Subsidiary  at the date hereof,  (ii) all
leases under which  Seller or any  Subsidiary  leases real  property at the date
hereof,  (iii) a complete  description  of the  machinery,  equipment  and other
personal  property  used or owned by  Seller  or any  Subsidiary  as of the date
hereof,  and (iv) all leases  under which  Seller or any  Subsidiary  leases any
personal  property  at the date  hereof.  Except as  specifically  disclosed  in
Schedule 2.11 or in the Base Balance  Sheet,  Seller and its  Subsidiaries  have
good and  marketable  title in fee  simple  to all of  their  real and  personal
property,  including  property  described in said schedule as owned,  and all of
their  leases are valid and  subsisting  and fully  assignable  by Seller or its
Subsidiaries (as the case may be) and no default exists under any thereof.





          (b) None of the real or personal  property  owned or used by Seller or
any  Subsidiary is subject to any mortgage,  pledge,  lien (other than for taxes
not  yet  due  and  payable),   conditional  sale  agreement,   security  title,
encumbrance or other charge,  except as specifically  disclosed in Schedule 2.11
or in the Base Balance Sheet.

          (c)  Except  as  otherwise specified in  Schedule  2.11 hereto:

             (i) all  buildings,  machinery  and  equipment  of Seller  and each
Subsidiary are in good repair, have been well maintained,  substantially conform
with all applicable ordinances, regulations and zoning or other laws, and do not
encroach on property of others,  and such  machinery  and  equipment  is in good
working order; and

             (ii) as of the date  hereof,  there  is no  pending  or  threatened
change of any such ordinance,  regulation or zoning or other law and there is no
pending or threatened condemnation of any such property.

      2.12 Collectibility of Accounts Receivable. All of the accounts receivable
of Seller and its  Subsidiaries  shown or reflected  on the Base Balance  Sheet,
less a reserve for bad debts in the amount shown on the Base Balance Sheet, are,
and those  existing at the time of Closing,  less the reserve  shown on the Base
Balance  Sheet,  will be, (a) valid and  enforceable  claims  which arose out of
transactions with  unaffiliated  parties,  (b) fully collectible  within 90 days
from  invoice date through the  Seller's  normal  means of  collection,  and (c)
subject to no set-off or counterclaim.


      2.13  Inventories.  Except as set forth in  Schedule  2.13,  all  finished
goods, work in process and raw materials  contained in the inventories of Seller
and its Subsidiaries reflected on the Base Balance Sheet are, and those existing
at the Closing  will be, of a quality  and  quantity  saleable  in the  ordinary
course of the  business  of Seller and its  Subsidiaries  at  prevailing  market
prices  without  discounts.  Except as set forth in Schedule 2.13, all inventory
items shown on the Base  Balance  Sheet are,  and those  existing at the Closing
will be, priced at lower of cost (FIFO) or market,  and reflect  write-downs  to
realizable  values in the case of items which have become obsolete or unsaleable
(except at prices less than cost) through regular  distribution  channels in the
ordinary  course of the  business  of Seller  and its  Subsidiaries.  Subject to
write-downs complying with the preceding sentence, the values of the inventories
stated in the Base Balance Sheet reflect the normal inventory valuation policies
of Seller and its  Subsidiaries and were determined in accordance with generally
accepted accounting  principles,  practices and methods,  consistently  applied.
Purchase  commitments  for raw  materials  and parts are not in excess of normal
requirements,  and none are at prices  materially  in excess of  current  market
prices.  Sales  commitments  for  finished  goods are all at prices in excess of
prices used in valuing  inventory,  after  allowing  for selling  expenses and a
normal profit  margin.  Since the date of the Base Balance  Sheet,  no inventory
items have been sold or disposed of except through sales in the ordinary  course
of business at prices no less than  prevailing  market  prices,  and in no event
less than cost.

     2.14    Intellectual Property Rights.






          (a) For purposes of this Section 2.14, "Intellectual Property" means a
patent, patent application, trademark or service mark, trademark or service mark
application,  trade  name  or  copyright,  and  "Computer  Software"  means  all
information,  however embodied, with respect to information processing processes
and  programs,   including  software,   firmware,   databases  and  manuals  and
documentation with respect thereto.

          (b)  All  rights  of  ownership  of,  or  material  licenses  to  use,
Intellectual  Property or Computer Software held by the Seller or any Subsidiary
are listed on  Schedule  2.14.  There are no  Intellectual  Property or Computer
Software  rights,  other  than  those  set  forth on such  schedule,  reasonably
necessary  to the  conduct of the  business  of Seller and its  Subsidiaries  as
presently conducted.

          (c) Except as set forth on Schedule 2.14,  all rights to  Intellectual
Property  required  to be listed  in  Schedule  2.14 and in which  Seller or any
Subsidiary claims ownership rights:

             (i) have been duly registered in, filed in, or issued by the United
States Patent Office, United States Register of Copyrights, or the corresponding
offices of other countries identified on said schedule;

            (ii) have been properly  maintained  and renewed in accordance  with
all  applicable  laws and  regulations  in the United  States  and such  foreign
countries;

            (iii)  in the  case  of  copyrightable  works  of  authorship,  were
developed  and  authored as  original  works of  authorship  either by full time
employees of Seller or a  Subsidiary  within the normal scope of their duties as
works for hire, or by third  persons as works for hire under an express  written
obligation of assignment to Seller or a Subsidiary;

             (iv) are owned  exclusively  by Seller  or a  Subsidiary,  free and
clear of any attachments, liens, or encum brances; no other person has any right
or  interest  in or license to use or right to license  others to use any of the
Intellectual Property;

             (v)    are  freely transferable (except as otherwise
required by law); and

            (vi)    are  not  subject to any  outstanding  order,
decree, judgment or stipulation.

          (d) Except as set forth in Schedule 2.14, with respect to any Computer
Software used in or necessary to the business of the Seller and the Subsidiaries
and in which Seller or any Subsidiary claims ownership  rights,  Seller and each
Subsidiary have: (i) affixed in a timely manner  appropriate  copyright  notices
complying  with the  Copyright  Act of  1976,  as  amended,  and the  rules  and
regulations of the United States Copyright Office to all copies of such Computer
Software,  in object code form or any other form distributed to the public; (ii)
distributed such Computer Software only pursuant to written agreements  limiting
the use,  reproduction,  distribution and disclosure thereof,  and requiring the
licensees  to  preserve  the







confidentiality  thereof  to an  extent  adequate  to  protect  Seller's  rights
therein;  and (iii)  disclosed  or made  available  the  source  code or systems
documentation  thereof  only to  employees  or  consultants  of the  Seller  who
required such disclosure or access for the business purposes of the Seller.

          (e) With respect to any Intellectual Property or Computer Software set
forth on Schedule  2.14 which Seller or any  Subsidiary  holds a license to use,
such  license  is  adequate  to the  conduct of the  business  of Seller and its
Subsidiaries as presently conducted.

          (f) No  proceedings  to which Seller or any Subsidiary is a party have
been  commenced  which (i) challenge  the rights of Seller or any  Subsidiary in
respect of the Intellectual Property or any Computer Software listed on Schedule
2.14, or (ii) charge Seller or any  Subsidiary  with  infringement  of any other
person's  rights in  Intellectual  Property  or Computer  Software;  and no such
proceeding  to which Seller or a Subsidiary  is not a party has been filed,  nor
are any such proceedings threatened to be filed.

          (g) To Seller's knowledge, none of the rights in Intellectual Property
or Computer  Software  listed on Schedule  2.14 is being  infringed by any other
person,   and  neither  Seller  nor  any  Subsidiary  is  infringing   upon  any
Intellectual Property or Computer Software rights of any other person.

         (h)  No  director,  officer  or  employee  of  Seller  or  any  of  its
Subsidiaries owns, directly or indirectly, in whole or in part, any Intellectual
Property  right which Seller or any of its  Subsidiaries  has used, is presently
using,  or the  use  of  which  is  reasonably  necessary  to  their  respective
businesses as now conducted.

          (i) In addition to the Intellectual  Property described above,  Seller
and each of its Subsidiaries have the right to use, free and clear of any claims
or rights of others  except  claims or rights  described in Schedule  2.14,  all
trade secrets,  customer lists,  manufacturing  secret  processes  (collectively
"Trade  Secrets")  required for or used in the  manufacture  or marketing of all
products formerly or presently produced by Seller or such Subsidiary,  including
products  licensed  from others.  The Seller and its  Subsidiaries  have adopted
measures  adequate  to  protect  their  Trade  Secrets.  Copies  of all forms of
confidentiality  or  non-disclosure   agreements   utilized  by  Seller  or  any
Subsidiary to protect its Trade Secrets have been provided to Buyer.  The Seller
and each of its Subsidiaries are not using or in any way making use of any Trade
Secrets of any third party,  including  without  limitation a former employer of
any present or past employee of Seller or any Subsidiary.

          (j)  To  Seller's  knowledge,  none  of the  Trade  Secrets  is  being
infringed by any other person,  and none of the Trade Secrets  infringe upon the
trade secret rights of any other person.

      2.15     Contracts and Commitments.

           (a) Except for contracts, commitments, plans, agreements and licenses
described






in Schedule 2.15 hereto , neither  Seller  nor  any  Subsidiary is a party to or
subject  to:

           (i) any  contract or  agreement  for the  purchase of any  commodity,
material,  equipment or asset, except purchase orders in the ordinary course for
less than $1,000 each, such orders not exceeding in the aggregate [$5,000];

           (ii) any other  contracts or agreements  creating  any obligations of
Seller or any Subsidiary after the date of the Base Balance Sheet;

           (iii) any contract or agreement  providing for the purchase of all or
substantially all of its requirements of a particular product from a supplier;

           (iv) any contract or agreement  which by its terms does not terminate
or is not  terminable  without  penalty  by  Seller or such  Subsidiary  (or its
successor or assign) within one year after the date hereof;

           (v) any contract or  agreement  for the sale or lease of its products
not made in the ordinary course of business;

           (vi) any contract with any sales agent or  distributor of products of
Seller or any Subsidiary;

           (vii) any  contract  containing  covenants  limiting  the  freedom of
Seller or any  Subsidiary  to compete in any line of business or with any person
or entity; or

           (viii) any license or franchise agreement (as licensor or licensee or
franchisor or franchisee).

         (b)  Except as  described  in  Schedule  2.15,  neither  Seller nor any
Subsidiary is in default under any contracts,  commitments, plans, agreements or
licenses to which they are party or by which they are bound or has  knowledge of
any  termination,  cancellation,  limitation  or  modification  or change in any
business  relationship with any material supplier or customer.  For the purposes
hereof,  a supplier or  customer  is  material if it accounts  for more than two
percent  (2%) of the  orders  or sales,  as the case may be,  of Seller  and its
Subsidiaries on a consolidated basis.

      2.16 Labor and Employee  Relations.

         (a) Except as shown on Schedule  2.16  hereto,  there are no  currently
effective consulting or employment  agreements or other material agreements with
individual consultants or employees to which Seller or any Subsidiary is a party
or by which they are bound.  Complete  and  accurate  copies of all such written
agreements  have been  delivered to Buyer.  Also shown on Schedule  2.16 are the
name  and  rate of  compensation  (including  all  bonus  compensation)  of each
officer,  employee or agent of Seller or any Subsidiary.






         (b) Except as shown on Schedule  2.16,  none of the employees of Seller
or any  Subsidiary is covered by any  collective  bargaining  agreement with any
trade or labor union,  employees'  association or similar  association.  Each of
Seller  and the  Subsidiaries  has  complied  with  applicable  laws,  rules and
regulations  relating to the employment of labor,  including without  limitation
those relating to wages,  hours,  unfair labor  practices,  discrimination,  and
payment  of social  security  and  similar  taxes.  There are no  representation
elections,  arbitration  proceedings,  labor  strikes,  slowdowns or  stoppages,
material grievances or other labor troubles pending or overtly threatened,  with
respect  to  the  employees  of  Seller  or any  Subsidiary.

         (c) There are no complaints against Seller or any Subsidiary pending or
overtly  threatened  before the National  Labor  Relations  Board or any similar
state or local  labor  agencies,  or  before  the Equal  Employment  Opportunity
Commission or any similar state or local agency, by or on behalf of any employee
of  Seller or any  Subsidiary.

         (d) There is no  contingent  liability for sick leave,  vacation  time,
severance  pay or similar  items not set forth on the Base  Balance  Sheet or on
Schedule 2.16. The execution, delivery and performance of this Agreement and the
consummation  of the  transactions  contemplated  hereby  will not  trigger  any
severance pay obligation under any contract or at law.

          (e) The Seller has  provided  to Buyer a complete  description  of all
employment  policies  under which the Seller or any  Subsidiary  has operated or
which has been communicated to their employees.

      2.17 Employee  Benefits and ERISA.

         (a) Schedule 2.17 (a) hereto describes all of the employee compensation
and benefit plans,  agreements,  commitments,  practices or  arrangements of any
type  (including,  but not limited to,  plans  described  in Section 3(3) of the
Employee  Retirement Income Security Act of 1974, as amended ("ERISA")) offered,
maintained  or  contributed  to by Seller or any  Subsidiary  for the benefit of
current or former  employees or directors of Seller or any  Subsidiary,  or with
respect to which Seller or any Subsidiary has or may have any liability, whether
direct or  indirect,  actual  or  contingent  (including,  but not  limited  to,
liabilities  arising from affiliation  under Section 414(b),  (c), (m) or (o) of
the Code or Section 4001 of ERISA) (collectively,  the "Benefit Plans"). Neither
Seller  nor any  Subsidiary  has  incurred  any  obligation  for any  withdrawal
liability  or  liability  to make any other  contributions  with  respect to any
employee  benefit  plan that is a  "multiemployer  plan"  within the  meaning of
Section 3(37) of ERISA.  Neither  Seller nor any  Subsidiary  has any liability,
whether direct or indirect,  actual or contingent,  with respect to any employee
pension plan as defined in Section 3(2) of ERISA,  and which is intended to meet
the  qualification  requirements  of the Code that is a defined benefit plan (as
defined in Section 3(35) of ERISA) and is subject to Title IV of ERISA,  whether
or not  terminated  (including,  but not limited to,  liabilities  arising  from
affiliation under Section 414(b), (c), (m) or (o) of the Code or Section 4001 of
ERISA).

           (b) With respect to each Benefit  Plan  described in Section  2.17(a)
hereto,  Seller has delivered to Buyer true and complete  copies of: (i) any and
all plan documents  (including,  but not limited to, all amendments thereto) and
agreements  (including,   but






not limited  to,  trust  agreements,  insurance  contracts,  and  custodial  and
investment   management   agreements);   (ii)  any  and  all  material  employee
communications (including, but not limited to, all summary plan descriptions and
material modifications thereto, claims, review policies, distribution forms, and
loan  documents,  as applicable);  (iii) all returns or reports  required at any
time  within  the last five (5) years by ERISA or the Code  (including,  but not
limited to, the five (5) most recent actuarial reports, if applicable); (iv) the
most recent annual and periodic  accounting of plan assets,  if applicable;  (v)
the most recent  determination letter received from the Internal Revenue Service
(the  "Service"),  if  applicable;  and  (vi)  in the  case of any  unfunded  or
self-insured plan or arrangement,  a current estimate of accrued and anticipated
liabilities thereunder.

           (c) With respect to each Benefit Plan  described on Schedule  2.17(a)
hereto and except as set forth on Schedule  2.17(c)  hereto,  (i) if intended to
qualify under Section 401(a) of the Code, such plan so qualifies,  and its trust
is exempt from  taxation  under Section  501(a) of the Code;  (ii) such plan has
been  administered  and enforced in accordance with its terms and all applicable
laws,  regulations  and  rulings in all  material  respects;  (iii) no breach of
fiduciary  duty has occurred  with respect to which Seller or any  Subsidiary or
any Benefit  Plan may be liable or otherwise  damaged in any  material  respect;
(iv) no material  disputes nor any audits or  investigations by any governmental
authority are pending or threatened; (v) no "prohibited transaction" (within the
meaning  of either  Section  4975(c)  of the Code or  Section  406 of ERISA) has
occurred with respect to which Seller or any  Subsidiary or any Benefit Plan may
be liable or otherwise damaged in any material  respect;  (vi) all contributions
(including,  without limitation,  normally anticipated matching or discretionary
contributions under defined  contribution  plans),  premiums,  and other payment
obligations have been accrued on the consolidated financial statements of Seller
(including  without  limitation  the Base  Balance  Sheet)  in  accordance  with
generally accepted accounting principles, and, to the extent due, have been made
on a timely basis, in all material respects;  (vii) all contributions or benefit
payments made or required to be made under such plan meet the  requirements  for
deductibility  under the Code; (viii) Seller has expressly reserved the right to
amend,  modify or terminate such plan, or any portion of it, at any time without
liability to itself;  and (ix) no such plan requires Seller or any Subsidiary to
continue to employ any employee or director.

           (d) With respect to each Benefit Plan  described on Schedule  2.17(a)
hereto and except as set forth on Schedule 2.17(d) hereto,  (i) no such plan is,
or has ever  been,  subject  to Title IV of  ERISA;  (ii)  there is no excess of
actuarial  accrued  liabilities or "benefit  liabilities" (as defined in Section
4001(a)(16)  of  ERISA),  over the fair  market  value of Plan  assets as of the
Closing Date; (iii) there has been no "accumulated  funding deficiency," whether
or not  waived,  and no missed  "quarterly  contributions,"  (as these terms are
defined in ERISA); (iv) the funding methods used are acceptable under ERISA; (v)
the actuarial  assumptions used are and have been reasonable,  both individually
and collectively and calculated as if the participants receive lump sum payments
upon plan termination;  (vi) there has been no "reportable event" (as defined in
Section  4043 of  ERISA);  (vii)  there  has  been  no  termination  or  partial
termination;  (viii) there has been no filing with the Pension Benefit  Guaranty
Corporation  ("PBGC")  of an intent to  terminate  such  plan,  nor has the PBGC
instituted any proceedings to terminate such plan; (ix) no lien has been created
under Section 412(n) of the Code or Section 302(f) of ERISA;  (x) neither Seller
nor any






Subsidiary  has  received a notice of  deficiency  or  liability or a demand for
payment  from,  incurred any  liability to, been assessed a penalty by, or had a
lien perfected or enforced by the PBGC; and (xi) if such plan is a multiemployer
pension plan under which the Seller is obligated  to make  contributions,  there
would be no withdrawal  liability  under Title IV of ERISA upon the cessation of
contributions to such plan as of the day of the Closing.

           (e) With respect to each Benefit Plan  described on Schedule  2.17(a)
hereto which provides  welfare benefits of the type described in Section 3(1) of
ERISA: except as set forth on Schedule 2.17(e) hereto, (i) no such plan provides
medical  or death  benefits  with  respect to  current  or former  employees  or
directors  of  Seller  or any  Subsidiary,  or their  dependents,  beyond  their
termination of employment,  other than coverage  mandated by Sections 601-608 of
ERISA  and 4980B of the Code;  (ii)  each  such  plan has been  administered  in
compliance with Sections  601-609 of ERISA and 4980B of the Code;  (iii) no such
plan is or is provided through a "multiple employer welfare  arrangement" within
the  meaning  of  Section  3(40) of ERISA;  and (iv) no such plan has  reserves,
assets, surpluses or prepaid premiums.

           (f)  The  consummation  of  the  transactions  contemplated  by  this
Agreement  will not (i) entitle any  individual  to severance  pay pursuant to a
prior  agreement  with Seller;  (ii)  accelerate  the time of payment or vesting
under any Benefit Plan; or (iii) increase the amount of compensation or benefits
due to any individual.  No payment made or  contemplated  under any Benefit Plan
constitutes an "excess parachute  payment" within the meaning of Section 280G of
the Code.

      2.18  Environmental  Matters.



           (a) Except as  disclosed in Schedule  2.18 hereto,  any and all waste
oil,  hazardous  waste,  hazardous  substances,  toxic  substances  or hazardous
materials used or generated by Seller or any Subsidiary have always been and are
being  generated,  used,  stored or  treated on or at any of the  properties  or
facilities owned or leased by Seller or any Subsidiary (for the purposes of this
Section, a "Site") in accordance with federal, state and local laws, regulations
and ordinances.  Copies of any and all filings made or documents  prepared under
the  California  Safe Drinking Water & Toxic  Enforcement  Act of 1986 and under
Title III of the Superfund Amendments and Reauthorization Act of 1986, including
without  limitation  material safety data sheets and chemical  lists,  have been
provided  to  Buyer.

           (b) Except as disclosed in Schedule 2.18 hereto,  no petroleum,  oil,
hazardous waste,  hazardous substances,  toxic substances or hazardous materials
used or generated by Seller or any  Subsidiary  have ever been,  are being,  are
intended  to be or are  threatened  with being  spilled,  released,  discharged,
disposed, placed, leaked, or otherwise caused to become located in the air, soil
or water in, under or upon a Site.  Seller has provided Buyer with copies of all
notices filed pursuant to the Comprehensive Environmental Response, Compensation
and Liability Act or comparable  state law,  including  without  limitation  any
reports, whether oral or written, made to the National Response Center, or other
agencies.

           (c) Except as disclosed in Schedule 2.18 hereto,  no petroleum,  oil,
hazardous





substances  or  hazardous  waste have ever been  shipped by or for Seller or any
Subsidiary to other sites or facilities for treatment,  storage or disposal, and
neither  Seller nor any  Subsidiary  has  received  any notice that any sites or
facilities  to which any such wastes have been shipped or sent are subject to or
threatened to become  subject to any  governmental  response  action or clean up
order.  Seller has  provided  Buyer  with  copies of all  manifests  documenting
disposal  of  hazardous  substances  relating  to  operations  of Seller and its
Subsidiaries.

          (d)  Except as  disclosed  in  Schedule  2.18  hereto,  all  hazardous
materials and toxic  substances have been shipped by Seller and its Subsidiaries
in accordance with all applicable federal, state and local laws, regulations and
ordinances,  including The Hazardous  Materials  Transportation  Act, the regula
tions of the Department of Transportation, and any corresponding state and local
statute and regulations adopted pursuant to said acts.

          (e) All underground  tanks and other  underground  storage  facilities
located at any Site are  disclosed  in  Schedule  2.18  hereto and copies of all
notifications  made to  federal,  state or  local  authorities  pursuant  to the
Resource  Conservation  and Recovery Act relating to  underground  storage tanks
have been  provided to Buyer.  As of the date hereof,  none of such  underground
tanks and other underground  storage facilities are in violation of any federal,
state or local environmental law, regulation or ordinance.

          (f) Except as disclosed  in Schedule  2.18  hereto,  all wells,  water
discharges and other water diversions on any Site are properly registered and/or
permitted  under, and copies of such permits have been provided to Buyer, and do
not  violate,  any  applicable  federal,  state  or  local  law,  regulation  or
ordinance.

         (g) Except as disclosed in Schedule 2.18 hereto, each of Seller and its
Subsidiaries has all necessary and applicable air permits and licenses,  and has
properly  registered  (for air  pollution  control  purposes)  all air  emitting
devices used in activities  conducted by it, as required by applicable  federal,
state or local law,  regulation  or  ordinance.  Copies of all such permits have
been provided to Buyer.

          (h)  Except  as  disclosed  on  Schedule  2.18  hereto,  all  asbestos
insulated  equipment or areas on any Site are in compli ance with all applicable
federal, state and local laws, current regulations, and ordinances.

          (i)  For  purposes  of this  section,  "hazardous  waste",  "hazardous
substances",  "hazardous  material",  "oil",  "petroleum",  "toxic  substances",
"manifest",  "material safety data sheets", and "response action" shall have the
meaning  set  forth  in  the  Resource   Conservation   and  Recovery  Act,  The
Comprehensive  Environmental  Response,  Compensation  and  Liability  Act,  The
Hazardous  Materials  Transportation  Act, The Federal  Water Pollu tion Control
Act,  The Toxic  Substances  Control  Act,  and corres  ponding  state and local
statutes,  and ordinances and any amend ments, or successor  legislation to such
Acts, or as currently defined in any federal, state or local regulations adopted
pursuant to such Acts.







      2.19  Permits.  Each of Seller and its  Subsidiaries  holds all  licenses,
permits  and  franchises  which  are  required  to permit  it to  conduct  their
respective businesses as presently conducted, and all such licenses, permits and
franchises are listed on Schedule 2.19 hereto and are now, and will be after the
Closing,  valid and in full force and effect,  and Buyer shall have full benefit
of the same.


      2.20 Warranty or Other Claims. Except as disclosed on Schedule 2.20, there
are no existing or threatened  claim, nor are there any facts upon which a claim
could be based,  against  Seller or any  Subsidiary  for services or merchandise
which are defective or fail to meet any service or product warranties.  No claim
has been asserted  against Seller or any Subsidiary for  renegotiation  or price
redetermination of any business  transaction,  and there are no facts upon which
any such claim could be based.

      2.21  Litigation.  Except for matters  described in Schedule  2.21 hereto,
there is no litigation  pending or threatened  against  Seller or any Subsidiary
and there are no outstanding court orders,  court decrees, or court stipulations
to which Seller or any of its  Subsidiaries  is a party or by which any of their
assets  are  bound,  any of which (a)  question  this  Agreement  or affect  the
transactions  contemplated  hereby,  or  (b)  materially  restrict  the  present
business, properties,  operations,  prospects, assets or condition, financial or
otherwise,  of  Seller or any  Subsidiary,  or (c) will  result in any  material
adverse change in the business, properties, operations, prospects, assets or the
condition, financial or otherwise, of Seller or any of its Subsidiaries. Neither
Seller nor any  Subsidiary,  has any reason to believe that any further  action,
suit,  proceeding or investigation which (a) questions this Agreement or affects
the transactions  contemplated  hereby, or (b) materially  restricts the present
business, properties,  operations, prospects, assets or conditions, financial or
otherwise,  of  Seller or any  Subsidiary,  or (c) will  result in any  material
adverse change in the business,  properties,  operations,  prospects,  assets or
condition,  financial or otherwise, of Seller or any of its Subsidiaries,  which
has not been  identified in Schedule  2.21 may be brought  against the Seller or
any of its Subsidiaries.

      2.22 Borrowings and Guarantees.  Except for the loan in the amount of Five
Hundred Thousand Dollars  ($500,000) made pursuant to that certain Business Loan
and Security/Subordination Agreement by and among BBI, Seller and Concord Growth
Corporation  (the "Loan  Agreement") and as otherwise set forth on Schedule 2.22
hereto, there are no agreements and undertakings pursuant to which Seller (a) is
borrowing  or is entitled to borrow any money,  (b) is lending or has  committed
itself to lend any money,  or (c) is a guarantor  or surety with  respect to the
obligations  of any person.  Complete  and  accurate  copies of all such written
agreements have been delivered to Buyer.

      2.23  Financial  Service  Relations  and  Powers of  Attorney.  All of the
arrangements  which  Seller  or any  Subsidiary  has with  any  bank  depository
institution or other financial  services  entity,  whether or not in Seller's or
the Subsidiary's name, are completely and accurately  described on Schedule 2.23
hereto,  indicating  with  respect  to  each of such  arrangements  the  type of
arrangement maintained (such as checking account,  borrowing arrangements,  safe
deposit  box,  etc.) and the person or persons  authorized  in respect  thereof.
Except as set forth in Schedule 2.23



or  pursuant  to  the Loan Agreement,  neither the Seller nor any Subsidiary has
any outstanding power of attorney.

    2.24 Insurance. Schedule 2.24 contains a complete and correct list of all
policies  of  insurance  maintained  by  Seller  or  any  Subsidiary  (including
insurance  providing  benefits  for  employees)  in effect  on the date  hereof,
together  with  complete and correct  information  with respect to the premiums,
coverages,  insurers,  expiration  dates,  and  deductibles  in  respect of such
policies. Except for amounts deductible under policies of insurance described on
such Schedule or with respect to risks assumed as a  self-insurer  and described
on such Schedule, neither Seller nor any Subsidiary is, or has been at any time,
subject to any liability as a self-insurer of the businesses or assets of Seller
or any Subsidiary  that is reasonably  likely to have a material  adverse effect
upon the businesses,  assets,  revenues,  condition  (financial or otherwise) or
prospects  of Seller or any  Subsidiary.  Except as set forth on Schedule  2.24,
there are no claims pending or overtly  threatened,  under any of said policies,
or disputes with insurers, and all premiums due and payable thereunder have been
paid,  and all such  policies  are in full force and effect in  accordance  with
their  respective  terms.

      2.25 Minute Books. The minute books of Seller and the minute books of each
Subsidiary accurately record all action taken by their respective  shareholders,
boards of directors and  committees  thereof.

      2.26  Finder's Fee.  Except as set forth on Schedule 2.26 hereto,  neither
the  Seller,  nor any  Subsidiary  nor,  to  Seller's  knowledge  any  Principal
Stockholder,  has  incurred  or become  liable for any  broker's  commission  or
finder's fee relating to or in connection with the transactions  contemplated by
this  Agreement.

      2.27  Transactions  with  Interested  Persons.  No  officer,   supervisory
employee,  director  or  stockholder  of  Seller  or any  Subsidiary,  or  their
respective  spouses  or  children,  (a)  owns,  directly  or  indirectly,  on an
individual or joint basis, any material  interest in, or serves as an officer or
director of, any customer,  competitor or supplier of Seller or any  Subsidiary,
or any organization  which has a material contract or arrangement with Seller or
any  Subsidiary,  or (b) has any  contract or  agreement  with the Seller or any
Subsidiary  other  than as  disclosed  on  Schedule  2.27  hereto,  and all such
agreements are, except as noted on such schedule, on arms-length terms.

      2.28  Absence  of  Sensitive   Payments.   Neither  Seller,   any  of  its
Subsidiaries,   nor  any  of  their  respective  directors,   officers,  agents,
stockholders or employees, either on behalf of Seller or its Subsidiaries:

          (a) has made or has  agreed  to make any  contributions,  payments  or
gifts of funds or property to any governmental official, employee or agent where
either the payment or the purpose of such  contribution,  payment or gift was or
is illegal under the laws of the United States, any state thereof,  or any other
jurisdiction (foreign or domestic);






           (b) has  established or maintained  any unrecorded  fund or asset for
any purpose,  or has made any false or artificial entries on any of its books or
records for any reason; or

          (c) has made or has agreed to make any contribution or expenditure, or
has  reimbursed any political gift or  contribution  or expenditure  made by any
other person, to candidates for public office,  whether federal,  state or local
(foreign or domestic) where such  contributions  were or would be a violation of
applicable law.

      2.29  Disclosure of Material  Information.  Neither this Agreement nor any
schedule or exhibit hereto or certificate  issued  pursuant  hereto contains any
untrue statement of a material fact, or omits to state a material fact necessary
to make the  statements  herein  or  therein  not  misleading,  relating  to the
business  or  affairs  of Seller  and its  Subsidiaries.  There is no fact which
materially adversely affects the business, condition (financial or otherwise) or
prospects of Seller and its Subsidiaries  which has not been set forth herein or
in a  Schedule  hereto.

      2.30 SEC  Filings.

        (a) Seller has filed or caused to be filed all registration  statements,
reports or statements,  and any amendments  thereto,  required to be filed by it
pursuant to Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934, and
has  heretofore  furnished (or shall prior to the Closing Date furnish) to Buyer
copies, as applicable, of:

           (i)  Seller's  Annual Report on  Form  10-K for its three most recent
fiscal years;

           (ii) Seller's Annual Report to Stockholders for its three most recent
fiscal years;

           (iii)  Seller's  definitive  Proxy  Statements  for all  meetings  of
stockholders since the beginning of its third preceding fiscal year; and

           (iv) Seller's Quarterly Report(s) on Form 10-Q for each quarter since
the end of its most recent fiscal year.

         (b) The  documents  furnished  to Buyer  pursuant to paragraph (a) were
prepared in accordance with the  requirements of the Securities  Exchange Act of
1934 and the rules and regula tions  thereunder in all material  respects and do
not contain any misstatement of a material fact or omit to state a material fact
necessary in order to make the  statements  contained  therein,  in light of the
circumstances, not misleading.

ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF BBI AND BUYER.

BBI and Buyer hereby represent and warrant to Seller as follows:

      3.1 Organization of BBI and Buyer.  Each of BBI and Buyer is a corporation
duly




organized, validly existing and in good standing under the laws of Massachusetts
with full  corporate  power to own or lease its  properties  and to conduct  its
business  in the  manner and in the places  where such  properties  are owned or
leased or such  business is  conducted  by each of them.

      3.2  Authorization  of  Transaction.  All necessary  action,  corporate or
otherwise, has been taken by BBI and Buyer to authorize the execution,  delivery
and  performance  of this  Agreement,  and the  same is the  valid  and  binding
obligation of BBI and Buyer enforceable in accordance with its terms, subject to
laws of  general  application  affecting  creditor's  rights  generally.

      3.3 No Conflict of Transaction  With Obligations and Laws.

           (a) Neither the execution, delivery or performance of this Agreement,
nor  the  performance  of  the  transactions   contemplated  hereby,  will:  (i)
constitute  a breach or  violation  of BBI or Buyer's  Charter or by-laws;  (ii)
conflict with or  constitute  (with or without the passage of time or the giving
of notice) a breach of, or default under any material  agreement,  instrument or
obligation  to which BBI or Buyer is a party or by which either of them or their
respective  assets are bound which would  materially  affect the  performance by
Buyer of its obligations under this Agreement; or (iii) result in a violation of
any law, regulation, administrative order or judicial order applicable to BBI or
Buyer.

           (b) The execution, delivery and performance of this Agreement and the
transactions  contemplated  hereby by Buyer do not require the consent,  waiver,
approval,  authorization,  exemp tion of or giving of notice to any governmental
authority.

     3.4 SEC Filings.

           (a)  Buyer  has  filed  or  caused  to  be  filed  all   registration
statements,  reports or statements,  and any amendments thereto,  required to be
filed by it pursuant to Sections 13, 14, or 15(d) of the Securities Exchange Act
of 1934,  and has  heretofore  furnished  (or shall  prior to the  Closing  Date
furnish) to Seller copies, as applicable, of:

           (i) Buyer's  Annual  Report on Form 10-K for its most  recent  fiscal
year;

           (ii) Buyer's Annual Report to Stockholders for its most recent fiscal
year;

           (iii)  Buyer's  definitive  Proxy  Statements  for  all  meetings  of
Stockholders since the beginning of its preceding fiscal year; and

           (iv) Buyer's Quarterly  Report(s) on Form 10-Q for each quarter since
the end of its most recent fiscal year.





      3.5  Litigation.  There is no  litigation  pending or, to the knowledge of
Buyer, threatened against Buyer which will have a material adverse effect on its
properties, assets or business or which would prevent or hinder the consummation
of the trans actions contemplated by this Agreement.

      3.6 Finder's  Fee.  Except as set forth on Schedule 3.6 hereto,  Buyer has
not  incurred or become  liable for any  broker's  commission  or  finder's  fee
relating  to or  in  connection  with  the  transactions  contemplated  by  this
Agreement.


 ARTICLE 4. COVENANTS OF SELLER.

      Seller hereby  covenants and agrees with  Buyer as  follows:

      4.1  Conduct  of  Business.  Between  the date of this  Agreement  and the
Closing,  Seller will do, and it will cause each of its  Subsidiaries to do, the
following  unless  Buyer shall  otherwise  consent in  writing:

           (a) conduct its business only in the ordinary course and refrain from
changing or  introducing  any method of management  or operations  except in the
ordinary  course of business and consistent  with prior  practices;

           (b) refrain  from making any  purchase,  sale or  disposition  of any
asset or property other than in the ordinary course of business, from purchasing
any  capital  asset  costing  more  than  $300  and from  mortgaging,  pledging,
subjecting to a lien or otherwise  encumbering  any of its properties or assets;


           (c) refrain from incurring any contingent liability as a guarantor or
otherwise  with respect to the  obligations  of others,  and from  incurring any
other  contingent  or fixed  obliga tions or  liabilities  except those that are
usual and normal in the ordinary course of business;

           (d) refrain from making any change or  incurring  any  obligation  to
make a change in its Charter or by-laws or authorized or issued  capital  stock,
except as contemplated by this Agreement;

           (e) refrain from  declaring,  setting aside or paying any dividend or
making any other  distribution in respect of capital stock, or making any direct
or indirect  redemption,  purchase or other  acquisition  of capital  stock,  of
Seller or any Subsidiary other than a wholly-owned Subsidiary;

           (f) refrain from entering into any employment  contract or making any
change in the compensation  payable or to become payable to any of its officers,
employees or agents;

           (g) refrain from prepaying any loans from its stock holders, officers
or directors (if any) or making any change in its borrowing arrangements;








           (h) use its best  efforts to prevent any change  with  respect to its
banking arrangements;

           (i) use its best efforts to keep intact its business organization, to
keep  available its present  officers,  agents and employees and to preserve the
goodwill of all suppliers,  customers and others having business  relations with
it;

           (j) have in effect and  maintain  at all times all  insurance  of the
kind,  in the amount and with the insurers set forth in Schedule  2.24 hereto or
equivalent insurance with any substitute insurers approved by Buyer; and

           (k) permit  Buyer  and its  authorized  representatives  to have full
access to all its  properties,  assets,  records,  tax  returns,  contracts  and
documents and furnish to Buyer or its authorized  representatives such financial
and other  information  with respect to its business or  properties as Buyer may
from time to time reasonably request.

          (l) promptly  advise Buyer of  additions,  deletions or other  changes
required to be made to the Schedules hereto to make such Schedules  accurate and
complete as of the Closing  solely as a result of the  operation of the business
of Seller in a manner  consistent with the covenants of this  Agreement,  and to
furnish Buyer with such revised Schedules at or prior to the Closing.

     4.2  Authorization  from  Others.  Prior to the  Closing,  Seller will have
obtained,  and will cause its Subsidiaries to have obtained, all authorizations,
consents and permits of others required to permit the consummation by Seller and
its Subsidi aries of the transactions contemplated by this Agreement.

     4.3 Breach of Representations and Warranties.  Promptly upon the occurrence
of, or promptly  upon  Seller's  becoming  aware of the  impending or threatened
occurrence of, any event which would cause or constitute a breach, or would have
caused or  constituted a breach had such event  occurred or been known to Seller
prior to the date hereof, of any of the representations and warranties of Seller
contained  in or  referred  to in this  Agreement,  Seller  shall give  detailed
written  notice  thereof  to Buyer and shall use its best  efforts to prevent or
promptly remedy the same.

      4.4  Consummation  of Agreement.  The Seller shall use its best efforts to
perform and fulfill all conditions  and  obligations on its part to be performed
and  fulfilled  under  this  Agreement,   to  the  end  that  the   transactions
contemplated  by this Agreement  shall be fully carried out. To this end, Seller
will obtain all necessary  authorizations  or approvals of its  stockholders and
Board of Directors, to the sale of assets contemplated by this Agreement and the
dissolution of Seller in accordance with the laws of the state of  incorporation
of Seller,  which shall include as integral parts  thereof:

           (a) the  transfer to Buyer of the  Subject  Assets upon the terms and
conditions set forth in this Agreement;





           (b)  cessation of all business by Seller as Source  Scientific,  Inc.
from and after the Closing,  except in connection with its liquidation;  and

           (c)  authorization  to  the  officers  and  directors  of  Seller  to
discharge all debts and obligations of Seller (other than those assumed by Buyer
hereunder),  and to distribute in  liquidation  the purchase  price  received by
Seller as provided herein.

       4.5  Compliance  with  Securities  Laws.  As  soon as  practicable  after
execution  of this  Agreement,  Seller  shall  cause  its  counsel  to  initiate
preparation of  preliminary  proxy  materials in accordance  with the Securities
Exchange Act of 1934, and the rules and  regulations  thereunder,  for a special
meeting of the Company's stockholders at which the stockholders will be asked to
approve the transactions  contemplated  hereby. Such proxy materials shall be in
form and  substance  satisfactory  to the  Buyer  and its  counsel.

ARTICLE  5. COVENANTS OF BBI AND BUYER.

     BBI and Buyer hereby covenant and agree with Selleras follows:

      5.1  Authorization  from  Others.  Prior to the  Closing  Buyer  will have
obtained all  authorizations,  consents and permits of others required to permit
the  consummation  by BBI and  Buyer of the  transactions  contemplated  by this
Agreement.

      5.2  Consummation  of  Agreement.  The Buyer shall use its best efforts to
perform and fulfill all conditions  and  obligations on its part to be performed
or fulfilled under this Agreement, to the end that the transactions contemplated
by this  Agreement  shall be fully carried out. To this end, BBI will obtain any
approvals of its  stockholders  or Board of Directors  and Buyer will obtain any
approvals of its  stockholders  or Board of  Directors  which may be required in
order to consummate  the  transactions  contemplated  hereby.

      5.3 Disclosure of Adverse Change. Prior to the Closing, Buyer shall advise
Seller of any fact which materially  adversely  affects the business,  condition
(financial or otherwise) or prospects of Buyer and BBI not otherwise  previously
publicly disclosed. To this end, Buyer shall have the right, prior to disclosing
such fact to Seller, to require Seller to enter into a confidentiality agreement
relating to  non-disclosure  of such fact consistent  with compliance  under the
Securities Exchange Act of 1934.

ARTICLE 6.  CONDITIONS TO OBLIGATIONS OF BBI AND BUYER.

      The  obligations  of BBI and Buyer to  consummate  this  Agreement and the
transactions  contemplated hereby are subject to the condition that on or before
the  Closing  Date  the  actions  required  by this  Article  6 will  have  been
accomplished.

      6.1  Shareholder  Authorization.   This  Agreement  and  the  transactions
contemplated  hereby shall have been duly  approved by the  affirmative  vote of
Seller's stockholders,  as






required by the laws of the state of incorporation of Seller.

      6.2  Dissenting  Stockholders.  Holders of not more than one-half  percent
(.5%) of the shares of the  Common  Stock of Seller  shall  have taken  steps to
preserve the rights of dissenting stockholders afforded by the laws of the state
of incorporation of Seller,  and Seller shall have delivered to Buyer a true and
correct list of the names,  addresses  and numbers of shares held by each holder
of  dissenting  shares of  Seller  and the  steps  taken by each such  holder as
required  by the  laws  of  Seller's  jurisdiction  of  incorporation  governing
appraisal  rights.

      6.3 Representations;  Warranties;  Covenants.  Each of the representations
and  warranties  of Seller  contained  in Article 2 shall be true and correct as
though  made on and as of the  Closing  Date.  Seller  shall,  on or before  the
Closing Date, have performed all of its obligations hereunder which by the terms
hereof are to be  performed  on or before the Closing  Date.  Seller  shall have
delivered  to Buyer a  certificate  of Seller's  President  and Chief  Financial
Officer dated as of the Closing Date, in form and substance  satisfactory to BBI
and Buyer,  to the effect that the statements  contained in Sections 6.3 and 6.4
are true and  that  all  other  conditions  to  BBI's  and  Buyer's  obligations
hereunder  have  been  satisfied.   Seller  shall  have  delivered  to  Buyer  a
certificate of Seller's President and Chief Financial  Officer,  dated as of the
Closing Date, in form and substance  satisfactory  to BBI and Buyer,  confirming
that the conditions set forth in Sections 6.1 and 6.2 have been fulfilled.

      6.4 No Material Adverse Change.  There shall have been no material adverse
change in the financial condition,  prospects,  properties, assets, liabilities,
business or  operations  of Seller since the date hereof,  whether or not in the
ordinary course of business.

      6.5 Opinion of Seller's Counsel.

           (a) At the Closing,  BBI and Buyer shall have  received from Susan L.
Preston,  Esquire,  counsel for Seller,  an opinion dated as of the Closing,  in
form and substance satisfactory to BBI and Buyer.

           (b)At the  Closing,  BBI and Buyer shall have  received  from Messrs.
Arter & Hadden,  counsel for Seller, an opinion dated as of the Closing, in form
and substance satisfactory to BBI and Buyer.

      6.6 Employment  Contracts.  Each of the individuals listed on Schedule 6.6
hereto shall have accepted  employment  with Buyer and executed and delivered to
Buyer an employment  agreement  having  substantially  the terms and  conditions
contained in Exhibit 6.6 attached hereto, and all employment  contracts to which
Seller is a party shall have been terminated.

      6.7 Non-Competition  Contracts.  Seller and each of the individuals listed
on  Schedule   6.7  hereto   shall  have   executed   and   delivered  to  Buyer
non-competition  agreements  having  substantially  the terms and  conditions of
Exhibit 6.7 attached hereto.







      6.8 Approval of Board of Directors. The transactions  contemplated by this
Agreement  shall have been  reviewed  and  approved by the Board of Directors of
Buyer and BBI and their respective stockholders to the extent necessary.

     6.9 Approval of Buyer's Counsel. All actions, proceedings,  instruments and
documents  required to carry out this  Agreement  and all related  legal matters
contemplated  by this  Agreement  shall have been approved by counsel for Buyer,
provided that the approval of such counsel shall not be  unreasonably  withheld.


      6.10 Absence of Certain Litigation. There shall not be any (a) injunction,
restraining  order or order  of any  nature  issued  by any  court of  competent
jurisdiction  which  directs that this  Agreement  or any  material  transaction
contemplated  hereby  shall not be  consummated  as herein  provided,  (b) suit,
action or other proceeding by any federal,  state,  local or foreign  government
(or any agency  thereof)  pending before any court or  governmental  agency,  or
threatened  to be  filed  or  initiated,  wherein  such  complainant  seeks  the
restraint  or  prohibition  of  the  consummation  of any  material  transaction
contemplated by this Agreement or asserts the illegality  thereof,  or (c) suit,
action  or other  proceeding  by a private  party  pending  before  any court or
governmental  agency,  or  threatened  to be  filed or  initiated,  which in the
opinion of counsel for Buyer is likely to result in the restraint or prohibition
of the  consummation  of any  material  transaction  contemplated  hereby or the
obtaining of an amount in payment (or  indemnification) of material damages from
or other material  relief against any of the parties or against any directors or
officers of BBI or Buyer,  in connection  with the  consummation of any material
transaction  contemplated  hereby.

      6.11 FIRPTA Certificate.  At the Closing, the Seller will deliver to Buyer
certificates  which satisfy the  requirements of the  regulations  under Section
1445 of the  Internal  Revenue  Code of 1986,  as  amended.

      6.12  Consents and  Waivers.  Seller  shall have  obtained  any  necessary
consents or waivers to assure  Buyer of the  benefits of all leases,  contracts,
commitments  and  rights,  to the  extent  that  the  assignment  of any  lease,
contract, commitment or right requires the consent of parties other than Seller.

      6.13 Escrow Agreement. There shall have been executed and delivered to BBI
and Buyer an Escrow  Agreement  in  substantially  the form  attached  hereto as
Exhibit 1.3, pursuant to which $250,000 of the purchase price shall be deposited
in escrow at the Closing to secure payment of any purchase  price  adjustment or
indemnification  payable to BBI and Buyer  hereunder  by reason of the breach of
any of the  representations  and  warranties  of Seller or  failure of Seller to
perform  any of its  obligations  hereunder,  and said  amounts  shall have been
deposited with the Escrow Agent pursuant to said Escrow Agreement.

      6.14  Convertible  Debentures.  Holders of the  convertible  debentures of
Seller in the principal  amount of $629,000  shall have  converted the principal
amount of such  debentures  and all  accrued  interest  thereon  ($70,898  as of
January 31, 1997) into 13,997,960 shares of Seller's





Common Stock and  terminated in writing their stock purchase  warrants,  in full
satisfaction of Seller's obligations to such debenture holders.

      6.15 Opinion of Independent Accountants. Buyer shall have received in form
and  substance  reasonably  satisfactory  to it,  reports  and  opinions on such
business,  financial  and legal  matters  in  connection  with the  transactions
contemplated  by  this  Agreement  as it  deems  pertinent,  including,  without
limitation, a satisfactory report from Buyer's independent accountants,  Coopers
& Lybrand, regarding Seller's business and financial condition.

      6.16 Opinion of Investment Banking Firm. Buyer shall have received in form
and  substance  reasonably  satisfactory  to it, an  opinion  from a  recognized
investment banking firm to the effect that the purchase price is fair to Buyer's
stockholders from a financial point of view.

      6.17 Due Diligence.  The results of Buyer's due diligence investigation of
Seller  shall  be  satisfactory  to  Buyer,  in  Buyer's  sole  discretion.  Any
additions,  deletions  or  other  changes  to be  made to the  Schedules  hereto
pursuant to Section  4.1(1)  shall be  satisfactory  to Buyer,  in Buyer's  sole
discretion.

      6.18  Facility  Lease.  The lease with  respect to Seller's  Garden  Grove
facility  located at 7390 Lincoln Way,  Garden  Grove,  California  (the "Garden
Grove  Lease") shall have been amended,  in form and substance  satisfactory  to
Buyer,  to reduce to  approximately  25,000  square  feet (one  floor) the space
leased by Seller,  and to reduce the payment due under the Garden Grove Lease in
proportion to the decrease in the amount of space leased.

       6.19  Reduction  of  Interest   Payments.   Concord  Growth   Corporation
("Concord")  shall have agreed in writing to a reduction in the minimum interest
payment to $2,500 per month in return for an  increase  in interest to the prime
rate plus five percent (5%) and a reduction in  advancement  to seventy  percent
(70%),  along with  payment of the line of credit  loan by April 30,  1997,  and
Concord  shall  have  further  agreed  in  writing  that upon  repayment  of the
principal  amount of Seller's  line of credit loan with  Concord and all accrued
but  unpaid  interest  thereon,  Concord  shall  waive its  right to  prepayment
penalties of any kind.

      6.20 Consents to Transactions. BBI's lending bank, The First National Bank
of Boston, shall have consented to the transactions contemplated hereby.

      6.21  Authorization.  Seller  shall  have  obtained  and  will  cause  its
Subsidiaries  to have obtained all  authorities,  consents and permits of others
required  to permit  the  consummation  by Seller  and its  Subsidiaries  of the
transactions contemplated by this Agreement.

      6.22 Bulk  Sales Law.  Seller  shall have  complied  with the  obligations
imposed on vendors under the Bulk Sales Act, or the  equivalent,  as a result of
the transactions contemplated by this Agreement.

ARTICLE 7.  CONDITIONS TO OBLIGATIONS OF SELLER






The  obligations  of Seller to consummate  this  Agreement and the  transactions
contemplated  hereby are subject to the condition  that on or before the Closing
the  actions  required  by this  Article  7 will  have  been  accomplished.

      7.1  Shareholder  Authorization.   This  Agreement  and  the  transactions
contemplated hereby shall have been duly approved by the affirmative vote of the
stockholders  of Seller as  required  by Seller's  state of  incorporation.

      7.2 Representations;  Warranties;  Covenants.  Each of the representations
and  warranties  of Buyer  contained  in Article 3 shall be true and  correct as
though made on and as of the  Closing;  Buyer  shall,  on or before the Closing,
have performed all of its obligations hereunder which by the terms hereof are to
be performed on or before the Closing;  and Buyer shall have delivered to Seller
a certificate  of the President and any Vice  President of Buyer dated as of the
Closing to such effect.

 ARTICLE 8. TERMINATION OF AGREEMENT.

      8.1 Termination.  At any time prior to the Closing,  this Agreement may be
terminated  (a) by mutual  consent of the  parties  with the  approval  of their
respective Board of Directors,  notwithstanding prior approval of this Agreement
by the  stockholders  of any  party,  (b) by  either  party if there  has been a
material  misrepresentation,  breach of  warranty  or breach of  covenant by the
other party in its  representations,  warranties and covenants set forth herein,
(c) by Buyer if the conditions stated in Article 6 have not been satisfied at or
prior to the  Closing,  or (d) by Seller if the  conditions  stated in Article 7
have  not been  satisfied  at or prior to the  Closing.

      8.2  Right  to  Proceed.  Anything  in  this  Agreement  to  the  contrary
notwithstanding, if any of the conditions specified in Article 6 hereof have not
been  satisfied,  Buyer shall have the right (but not the obligation) to proceed
with the transactions  contemplated hereby without waiving its rights hereunder,
and if any of the  conditions  specified  in  Article  7  hereof  have  not been
satisfied,  Seller shall have the right (but not the obligation) to proceed with
the    transactions    contemplated    hereby   without   waiving   its   rights
hereunder.

ARTICLE 9. RIGHTS AND OBLIGATIONS  SUBSEQUENT TO CLOSING.

      9.1 Survival of Warranties. All representations,  warranties,  agreements,
covenants and  obligations  herein or in any schedule,  certificate or financial
statement  delivered  by  either  party  to  the  other  party  incident  to the
transactions  contemplated  hereby  are  material,  shall be deemed to have been
relied  upon by the other  party and shall  survive  through and until March 31,
1998,  regardless of any investigation and shall not merge in the performance of
any obligation by either party hereto.

      9.2 Collection of Assets.  Subsequent to the Closing, Buyer shall have the
right and authority to collect all receivables  and other items  transferred and
assigned to it by Seller





hereunder and to endorse with the name of Seller any checks  received on account
of such  receivables  or other items,  and Seller  agrees that it will  promptly
transfer or deliver to Buyer from time to time after Closing,  any cash or other
property  that  Seller  may  receive  with  respect  to any  claims,  contracts,
licenses, leases, commitments, sales orders, purchase orders, receivables of any
character or any other items  required to be transferred by it to Buyer pursuant
to the provisions hereof.

      9.3 Payment of Debts.  Seller  shall as  promptly  as  possible  after the
Closing  pay all debts and  obligations  not to be assumed  by Buyer  hereunder.

ARTICLE 10. INDEMNIFICATION.

      10.1  Definitions.  For  purposes of this Article 10:

           "Losses" means all losses,  damages  (including,  without limitation,
punitive and consequential damages), liabilities,  payments and obligations, and
all expenses related thereto. Losses shall include any reasonable legal fees and
costs incurred by any of the  Indemnified  Persons  subsequent to the Closing in
defense of or in connection with any alleged or asserted  liability,  payment or
obligation,  whether or not any liability or payment,  obligation or judgment is
ultimately  imposed  against  the  Indemnified  Persons  and  whether or not the
Indemnified  Persons  are made or become  parties to any such  action.

           "Buyer's  Indemnified  Persons"  means BBI and the  Buyer,  and their
respective directors, officers, employees, stockholders and agents. "Indemnified
Person"  means any person  entitled  to be  indemnified  under this  Article 10.

           "Indemnifying Person" means any person obligated to indemnify another
person under this Article 10.

           "Seller's Indemnified Persons" means the Seller.

           "Third Party Action" means any written  assertion of a claim,  or the
commencement  of any action,  suit, or proceeding,  by a third party as to which
any  person   believes   it  may  be  an   Indemnified   Person   hereunder

      10.2  Indemnification  by  Seller.

           (a) Subject to the limitations in paragraph (b) below,  Seller agrees
to defend,  indemnify and hold  harmless  Buyer's  Indemnified  Persons from and
against all Losses  directly or  indirectly  incurred by or sought to be imposed
upon any of them:

          (i) resulting from, relating to or arising out of any breach of any of
the  representations  or  warranties  made  by  Seller  in or  pursuant  to this
Agreement or any schedule







hereto or in any  agreement,   document  or  instrument  executed  and delivered
pursuant hereto or in connection with the Closing;

           (ii)  resulting  from or arising out of any breach of any covenant or
agreement made by Seller in or pursuant to this Agreement;

           (iii) in  respect of any  liability  or  obligation  of Seller or any
Subsidiary not included in the Assumed Liabilities;

           (iv)  resulting  from or  arising  out of any  liability,  payment or
obligation  arising  out of any  litigation  or similar  matter  required  to be
described  on  Schedule  2.21,  except to the extent of  reserves  with  respect
thereto on the Base Balance Sheet;

           (v)  resulting  from or  arising  out of any  liability,  payment  or
obligation in respect of any taxes for all periods, or portions thereof,  ending
on or before the Closing Date,  owing by Seller or any Subsidiary of any kind or
description (including interest and penalties with respect thereto);

         (vi) resulting from or arising out of any  governmental  or third party
claims for damages or clean-up costs under any  environmental law arising out of
the  operations  of the Seller or any  Subsidiary on or before the Closing Date,
except to the extent of reserves with respect thereto on the Base Balance Sheet.

          (b) The right to indemnification under paragraph 10.2(a) is subject to
the  following  limitations:  Seller  shall have no  liability  under  paragraph
10.2(a)  unless one or more of the Buyer's  Indemnified  Persons  gives  written
notice to Seller  asserting a claim for Losses,  including  reasonably  detailed
facts and circumstances pertaining thereto, before the earlier of the running of
any applicable statute of limitations or March 31, 1998.

      10.3  Indemnification by Buyer.

           (a) From and after the Closing Date,  Buyer shall  indemnify and hold
harmless  Seller's  Indemnified  Persons  from any and all  Losses  directly  or
indirectly  incurred by or sought to be imposed upon them:

           (i)  resulting  from  or  arising  out  of any  breach  of any of the
representations or warranties made by Buyer, in or pursuant to this Agreement or
in any agreement,  document or instrument executed and delivered pursuant hereto
or in connection with the Closing; and

          (ii)  resulting  from or arising out of any breach of any  covenant or
agreement made by Buyer in or pursuant to this Agreement.

     10.4    Defense of Third Party Actions.





          (a) Promptly  after receipt of notice of any Third Party  Action,  any
person who believes he, she or it may be an Indemnified  Person will give notice
to the potential  Indemnifying  Person of such action. The omission to give such
notice to the Indemnifying  Person will not relieve the  Indemnifying  Person of
any liability  hereunder,  except to the extent,  but only to the extent, it was
prejudiced  thereby,  nor will it relieve it of any liability  which it may have
other than under this  Article 10.

           (b)  Upon  receipt  of  a  notice  of  a  Third  Party  Action,   the
Indemnifying  Person shall have the right, at its option and at its own expense,
to participate in and be present at the defense of such Third Party Action,  but
not to control the defense,  negotiation  or settlement  thereof,  which control
shall remain with the Indemnified  Person,  unless the Indemnifying Person makes
the election  provided in paragraph (c) below.

           (c) By written  notice  within 45 days after receipt of a notice of a
Third Party Action,  an  Indemnifying  Person may elect to assume control of the
defense,   negotiation   and  settlement   thereof,   with  counsel   reasonably
satisfactory to the Indemnified Person; provided, however, that the Indemnifying
Person agrees (i) to promptly  indemnify the Indemnified Person for its expenses
to date, and (ii) to hold the  Indemnified  Person harmless from and against any
and all Losses  caused by or arising  out of any  settlement  of the Third Party
Action  approved by the  Indemnifying  Person or any judgment in connection with
that Third Party Action.  The  Indemnifying  Persons shall not in the defense of
the Third Party  Action  enter into any  settlement  which does not include as a
term thereof the giving by the third party claimant of an unconditional  release
of the Indemnified  Person,  or consent to entry of any judgment except with the
consent of the Indemnified Person.

           (d) Upon assumption of control of the defense of a Third Party Action
under  paragraph (c) above,  the  Indemnifying  Person will not be liable to the
Indemnified  Person  hereunder  for any  legal  or other  expenses  subsequently
incurred in connection  with the defense of the Third Party  Action,  other than
reasonable  expenses of investigation.

           (e) If the Indemnifying  Person does not elect to control the defense
of a Third Party  Action under  paragraph  (c),  the  Indemnifying  Person shall
promptly   reimburse  the  Indemnified  Person  for  expenses  incurred  by  the
Indemnified Person in connection with defense of such Third Party Action, as and
when the same shall be incurred by the Indemnified Person.

          (f) Any person who has not assumed control of the defense of any Third
Party Action shall have the duty to cooperate  with the party which assumed such
defense.

     10.5  Miscellaneous.  Buyer's  Indemnified  Persons  shall be  entitled  to
indemnification  under Section 10.2(a) and Seller's Indemnified Persons shall be
entitled to  indemnification  under Section  10.3(a),  regardless of whether the
matter giving rise to the applicable liability,  payment,  obligation or expense
may have been  previously  disclosed  to any such  person  and  limited  only in
accordance   with  Section   10.4(a)  notice   requirements.

      10.6 Payment of  Indemnification.  Claims for  indemnification  under this
Article 10






other than  pursuant to Section 10.3 shall be paid  pursuant to the terms of the
Escrow  Agreement  with respect to amounts held  thereunder and otherwise by the
Seller, and any claims for  indemnification  under this Article 10 shall be paid
or  otherwise  satisfied  by  Indemnifying  Persons  within 30 days after notice
thereof is given by the Indemnified  Person if the Indemnifying  Person does not
dispute the claim, or within five (5) days of resolution of any disputed claim.

ARTICLE 11. MISCELLANEOUS.

      11.1 Fees and  Expenses.  Except as set forth  below,  each of the parties
will  bear  its  own  expenses  in  connection  with  the  negotiation  and  the
consummation of the transactions contemplated by this Agreement, and no expenses
of Seller  relating in any way to the  purchase  and sale of the Subject  Assets
hereunder  shall be charged to or paid by Buyer or  included  in any  account of
Seller as of the  Closing.

      Seller  shall pay to Buyer  upon  demand a fee equal to all  Expenses  (as
defined below) (the "Termination Fee"), payable by certified check or by federal
funds  wire  transfer,  if  (i)  the  requisite  approval  of  the  transactions
contemplated hereby by Seller's stockholders is not obtained at Seller's Special
Meeting of Stockholders, (ii) the Special Meeting of Stockholders does not occur
prior  to April  30,  1997 or if it does  occur,  Seller's  stockholders  do not
approve the transactions by the requisite vote,  (iii) the conditions  specified
in Articles 6 and 7 hereof are not satisfied  (other than  regulatory  approvals
and breach by Buyer), (iv) Seller materially breaches the letter agreement dated
February 4, 1997 between Buyer and Seller (the "Letter Agreement"),  or (v) this
Agreement  is  terminated  by Seller for any reason  other than as a result of a
willful and material breach of this Agreement by Buyer; provided,  however, that
the  Termination  Fee shall be Buyer's  Expenses plus $250,000 if Seller (or any
affiliate) enters into an acquisition with a person other than Buyer, within one
year of the date of the Letter Agreement.

      For  purposes of this  Article 8,  "Expenses"  means all fees and expenses
incurred or paid by or on behalf of Buyer or any of its affiliates in connection
with the consummation of any of the  transactions  contemplated  hereby,  by the
Letter Agreement, by the Business Loan and Security/Subordination  Agreement, or
the transactions contemplated hereby or thereby, including all fees and expenses
of counsel,  investment banking firms,  accountants,  experts and consultants to
Buyer  or  any  of its  affiliates  and a  reasonable  allocation  of  corporate
overhead.  In the event that this  Agreement is so  terminated,  each party will
return all papers,  documents,  financial statements and other data furnished to
it by or with  respect to each other  party to such other party  (including  any
copies thereof made by the first party).






      11.2 Notices.  Any notice or other  communication  in connection with this
Agreement  shall be deemed to be  delivered  if in writing  (or in the form of a
telegram or facsimile  transmission)  addressed as provided  below and if either
(a) actually delivered  electronically or physically at said address,  or (b) in
the case of a letter,  three  business  days shall have  elapsed  after the same
shall have been  deposited  in the  United  States  mail,  postage  prepaid  and
registered or certified,  return receipt  requested:

   If to the Seller,  to:

Source Scientific,  Inc.
7390 Lincoln Way
Garden Grove, CA 92841
Attention:  Richard A. Sullivan,  President

with a copy  to:

Weiss,  Jensen,  Ellis &  Howard
520 Pike Street, Suite 2600
Seattle, WA 98101
Attention: Susan L. Preston

If to BBI or Buyer, to:

Boston Biomedica, Inc.
375 West Street
West Bridgewater, MA 02379
Attention:  Richard T. Schumacher, President

with a copy to:
Brown, Rudnick, Freed & Gesmer
One Financial Center
Boston, MA  02111
Attention:   Steven R. London, Esquire and John G. Nossiff,  Jr., Esquire

and in any case at such other address as the addressee  shall have  specified by
written  notice.  All  periods  of  notice  shall be  measured  from the date of
delivery  thereof.

      11.4  Publicity  and   Disclosures.   No  press  releases  or  any  public
disclosure,  either written or oral, of the  transactions  contemplated  by this
Agreement  shall be made without the prior  knowledge and written consent of BBI
and Seller.  Seller and BBI  acknowledge,  however,  that, as public  companies,
Seller and BBI may be legally  obligated  to make certain  public  announcements
from time to time regarding their respective  businesses,  including one or more
announcements  regarding  the  transactions   contemplated  by  this  Agreement.
Accordingly,  BBI and Seller agree that,  notwithstanding any other provision of
this  Section  11.4,   BBI  and  Seller






shall be free to make  such  public  announcements  regarding  the  transactions
contemplated  by  this  Agreement  at  such  time  as  Buyer,  or BBI or  Seller
reasonably  believes  such  announcements  are  required in order to comply with
applicable  federal and state securities  laws,  provided that each provides the
other with a copy of such  announcement  at least 24 hours prior to its release.


      11.5 Non-Solicitation. Seller shall not, and shall use its best efforts to
cause its  affiliates,  as that term is interpreted  under the Securities Act of
1933,   as   amended,   and  each  of  its   officers,   directors,   employees,
representatives,  and agents  not to,  directly  or  indirectly  (a)  encourage,
solicit, initiate, engage or participate in discussions or negotiations with any
person or entity (other than Buyer) concerning any merger,  consolidation,  sale
of material assets, tender offer,  recapitalization,  accumulation of any equity
interest in Seller, proxy solicitation or other business  combination  involving
Seller or any Subsidiary or (b) provide any nonpublic information concerning the
business,  properties  or assets of Seller or any  subsidiary  to any  person or
entity (other than Buyer) other than in connection  with the sale of products in
the ordinary course of business.

      11.6  Confidentiality.  The parties agree that they will keep confidential
and not disclose or divulge any confidential,  proprietary or secret information
which  they may  obtain  from  the  other in  connection  with the  transactions
contemplated  herein,  or pursuant to inspection rights granted hereunder unless
such  information  is or  hereafter  becomes  public  information.

      11.7 Entire Agreement. This Agreement (including all exhibits or schedules
appended to this Agreement and all documents  delivered  pursuant to or referred
to in this Agreement,  all of which are hereby incorporated herein by reference)
constitutes  the  entire  agreement  between  the  parties,  and  all  promises,
representations, understandings, warranties and agreements with reference to the
subject matter hereof and  inducements  to the making of this  Agreement  relied
upon by any  party  hereto,  have  been  expressed  herein  or in the  documents
incorporated herein by reference.

     11.8 Severability.  The invalidity or  unenforceability of any provision of
this  Agreement  shall not affect the  validity or  enforceability  of any other
provision  hereof.

      11.9  Assignability.  This Agreement may not be assigned otherwise than by
operation  of law (a) by BBI or Buyer  without  the  prior  written  consent  of
Seller,  or (b) by Seller without the prior written  consent of Buyer.  However,
any or all  rights  of BBI  and  Buyer  to  receive  performance  (but  not  the
obligations  of Buyer to Seller  hereunder)  and rights to assert claims against
Seller  hereunder,  may be  assigned  by Buyer  to (i) any  direct  or  indirect
subsidiary,  parent or other  affiliate  of Buyer,  or (ii) any person or entity
extending  credit to BBI or Buyer to finance the purchase price.  This Agreement
shall inure to the benefit of and be binding  upon the parties  hereto and their
respective successors and permitted assigns.

      11.10 Amendment. This Agreement may be amended only by a written agreement
executed by BBI,  Buyer and Seller.

      11.11  Attorney-in-Fact.   The  Seller  hereby  irrevocably  appoints  and
designates  Richard







T.  Schumacher or his successor  unanimously  appointed in written notice by the
Seller to the Buyer (the  "Agent") as its agent and  attorney-in-fact  to accept
service of process immediately following the Closing.

      11.12  Governing Law;  Venue.

           (a) This  Agreement  shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts (other than the choice of law
principles thereof), except that any representations and warranties with respect
to real and tangible  property  shall be governed by and construed in accordance
with the laws of the jurisdiction  where such property is situated if other than
in the  Commonwealth  of  Massachusetts.

           (b) Any claim,  action, suit or other proceeding  initiated by any of
the  Sellers'  Indemnified  Persons  against  Buyer,  or by any  of the  Buyer's
Indemnified  Persons  against  any  Seller,  under or in  connection  with  this
Agreement may be asserted,  brought, prosecuted and maintained in any Federal or
state court in the  Commonwealth  of  Massachusetts,  as the party bringing such
action,  suit or proceeding shall elect,  having  jurisdiction  over the subject
matter  thereof,  and Seller and Buyer hereby waive any and all rights to object
to the laying of venue in any such court, the assertion of personal jurisdiction
over such  persons  by any such  court  and to any right to claim  that any such
court may be an inconvenient forum. Seller and Buyer hereby submit themselves to
the jurisdiction of each such court and agree that service of process on them in
any such  action,  suit or  proceeding  may be  effected  by the  means by which
notices are to be given to it under this Agreement.

      11.13   Counterparts.   This   Agreement   may  be  executed  in  multiple
counterparts,  each of  which  shall  be  deemed  in  original  but all of which
together shall constitute one and the same  instrument.

      11.14  Effect of Table of Contents  and  Headings.  Any table of contents,
title of an article or section  heading herein  contained is for  convenience of
reference  only and shall not affect the meaning of  construction  of any of the
provisions hereof.








      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
executed in multiple  counterparts  as of the date set forth above by their duly
authorized representatives.


                         BOSTON BIOMEDICA, INC.

                         BY: ____________________________
                            Richard T. Schumacher, President

                         BBI-SOURCE SCIENTIFIC, INC.

                         BY: ____________________________
                             Name:
                             Title:

                         SOURCE SCIENTIFIC, INC.

                         BY:  ____________________________
                            Richard A. Sullivan, President








                                        ASSETS FOR CASH PURCHASE AGREEMENT

                                          List of Schedules and Exhibits


Schedule 1.1                Assets

Schedule 1.2(a)  -          Liabilities Assumed

Schedule 2.1  -             Qualification of Seller

Schedule 2.2  -             Options, Warrants and Convertible
                            Securities

Schedule 2.3  -             Subsidiaries

Schedule 2.7  -             Financial Statements of the Seller

Schedule 2.8  -             Undisclosed Liabilities

Schedule 2.9  -             Changes Since Base Balance Sheet Date

Schedule 2.10               Payment and Taxes

Schedule 2.11 -             Property, Leases and Equipment

Schedule 2.13               Inventories

Schedule 2.14 -             Intellectual Property Rights

Schedule 2.15 -             Contracts and Commitments

Schedule 2.16 -             Labor and Employee Relations

Schedule 2.17(a) -          ERISA; Compensation and Benefit Plans

Schedule 2.17(c)            ERISA; Compensation and Benefit Plans

Schedule 2.17(d)            ERISA; Compensation and Benefit Plans

Schedule 2.17(e)            ERISA; Compensation and Benefit Plans

Schedule 2.18 -             Environmental Matters

Schedule 2.19 -             Permits







Schedule 2.20               Claims

Schedule 2.21 -             Litigation

Schedule 2.22 -             Borrowings and Guarantees

Schedule 2.23 -             Banking and Financial Arrangements

Schedule 2.24 -             Insurance

Schedule 2.26               Finder's Fees

Schedule 2.27               Transactions with Interested Persons

Schedule 6.6  -             Parties to Employment Contracts

Schedule 6 7                Parties to Non-Competition Contracts

Exhibit 1.3:                Escrow Agreement

Exhibit 1.6:                Assumption of Liabilities

Exhibit 1.7:                Bill of Sale

Exhibit 6.6:                Employment Contract

Exhibit 6.7:                Non-Competition Contract