PLEDGE AGREEMENT
        ThisAMENDED PLEDGE AND SECURITY AGREEMENT effective as of the 15th day of January 2002, is by andbetween Boston Biomedica, Inc. (hereafter the “Pledgor”) and CommerceBank & Trust Company, a Massachusetts Trust Company organized pursuant toChapter 172 of the laws of the Commonwealth of Massachusetts, with a principalplace of business at 386 Main Street, Worcester, Massachusetts (hereafter the“Lender”). 

PRELIMINARY STATEMENTS:
        WHEREAS,  Resort Accommodations  International,  LLC (the "Borrower") is a Massachusetts limited liabilitycompany owned by Richard T. Schumacher ("Guarantor").

        WHEREAS,Guarantor is the Chairman and Chief Executive Officer of the Pledgor. 

        WHEREAS, onthe date hereof, Borrower, Guarantor and Lender are executing and deliveringloan documentation to amend certain terms of the loan arrangement currentlyexisting between Borrower, Lender and Guarantor, pursuant to which (i) Lenderwill, among other things, increase its loan to Borrower by $980,000 from$1,438,000 to $2,418,000 (the “Loan”) pursuant to a Sixth RestatedLoan Agreement between Borrower and Lender dated the date hereof (the “LoanAgreement”) and a Sixth Note Modification Agreement between Borrower andLender dated the date hereof (the “Note”); and (ii) Guarantor willratify his Unlimited Guaranty dated February 27, 1998 (the “UnlimitedGuaranty”) of Borrower’s obligations under the Loan Agreement and theNote, and will secure the obligations of Borrower under the Loan Agreement andthe Note and the obligations of Guarantor under the Unlimited Guaranty byfurther amending that certain Pledge Agreement between Guarantor and Lenderdated February 27, 1998, as amended (the “Guarantor’s PledgeAgreement”). 

        WHEREAS,the additional proceeds to be received by Borrower in connection with the Loanwill be used to satisy various obligations of the Borrower and the Guarantor. 

        WHEREAS,Lender has determined that Borrower and Guarantor do not have sufficientcollateral to secure the Loan and have thus conditioned the Loan on the receiptfrom Pledgor of (i) a guaranty of Guarantor’s obligations under the LimitedGuaranty, such guaranty to be in the form attached hereto (the“Pledgor’s Guaranty”), and (ii) a pledge of a $1.0 million to beheld in an interest bearing account to be held by Lender for the purpose ofsecuring Pledgor’s obligations under the Pledgor’s Guaranty. 

        WHEREAS,a special committee of the Board of Directors of Pledgor has reviewed thetransactions contemplated between Borrower, Lender and Guarantor and, afterdeliberation and consideration of alternatives to such transactions, hasdetermined that it is in the best interest of the Pledgor to enter into thePledgor’s Guaranty and this Pledge Agreement because, among other things,the proceeds from the Loan will (i) enable Guarantor to repay his personalfinancial debts and obligations which will relieve him of financial pressuresthat have been and would continue to be a substantial distraction to him and thePledgor’s business and (ii) avoid the need for the Guarantor to sell asignificant portion of his stock of the Pledgor to repay the Loan, therebyeliminating the potential adverse effect on the Pledgor’s stock price andthe negative impression that such sales of stock would create to the publicstockholders of Pledgor. 

        WHEREAS,in connection with this Pledge Agreement, the Pledgor is pledging up to$1,000,000 held in an interest bearing account described in SECTION 1 below (the“Collateral”). 

        NOWTHEREFORE, in consideration of the mutual premises contained herein and in orderto induce the Lender to make the Loan to the Pledgor, the Pledgor agrees asfollows: 

        SECTION 1.  Pledge.  The Pledgor  pledges to the Lender and grants to the Lender a security  interest  in,the following (the "Collateral"):

Up to $1,000,000 held inAccount Number 99001550 at Commerce Bank & Trust Company located at 386 MainStreet, Worcester, MA or such other interest bearing account agreed to by theLender and the Company. 

        SECTION 2.   Security for Obligations.  This Agreement secures the payment of up to$1,000,000 of the obligations of the Borrower now or hereafter existing underthe Note whether for principal, interest, fees, expenses or otherwise and allother obligations of the Pledgor now or hereafter existing under this Pledge andSecurity Agreement (all such obligations of the Pledgor being the“Obligations”). 

        SECTION 3.  Representation and Warranties.  The Pledgor represents and warrants as follows:

        (a)        The execution, delivery and performance by the Pledgor of this Agreement (A)does not and will not violate (i) any provision of law applicable to thePledgor, any governmental rule or regulation or (ii) any order of any court orother agency of government binding on the Pledgor or any material indenture,agreement or other instrument to which Pledgor is a party, or by which thePledgor or any of the Pledgor’s material property is bound, and (B) willnot be in conflict with, result in a material breach of or constitute (with duenotice and/or lapse of time) a material default under, any such indenture,agreement or other instrument, or result in the creation or imposition of anylien, charge or encumbrance of any nature whatsoever on any property or assetsof the Pledgor other than as contemplated by this Agreement. 

        (b)        The Pledgor is the legal owner of the Collateral free and clear of any lien,security interest, option or other charge or encumbrance except for the securityinterest created by this Agreement. 

        (c)        The pledge of the Collateral pursuant to this Agreement secures the payment ofthe Obligations and creates a valid and perfected first priority securityinterest in the Collateral. 

        (d)        No authorization, approval or other action by, and no notice to or filing with,any governmental authority or regulatory body is required either for the pledgeby the Pledgor of the Collateral pursuant to this Agreement or for theexecution, delivery or performance of this Agreement by the Pledgor. 

        (e)        This Agreement constitutes the legal, valid and binding obligation of thePledgor enforceable against the Pledgor in accordance with its terms, except asthe enforceability thereof may be subject to bankruptcy, insolvency, moratoriumand other laws affecting the rights and remedies of creditors and securedparties and to the exercise of judicial discretion in accordance with generalequitable principles. 

        (f)        The Pledgor is not engaged in the business of extending credit for the purposeof purchasing or carrying margin stock (within the meaning of Regulation U ofthe Board of Governors of the Federal Reserve System). 

        SECTION 4.  Further Assurances.  The Pledgor agrees that, at any time and from timeto time at the expense of the Pledgor, the Pledgor will promptly execute anddeliver all further instruments and documents, and take all further action, thatmay be necessary, or that the Lender may reasonably request, in order to perfectand protect any security interest granted or purported to be granted hereby orto enable the Lender to exercise and enforce its rights and remedies hereunderwith respect to any Collateral. 

        SECTION 5.  Lender May Perform.  If the Pledgor fails to perform any agreementcontained herein, the Lender may itself perform, or cause performance of, suchagreement and the expenses of the Lender incurred in connection therewith shallbe payable by the Pledgor. 

        SECTION 6.  Events of Default  Each of the  following  events shall  constitute an event of defaulthereunder ("Event of Default").

        (a)        The  occurrence of any Event of Default under the Note,  the Guaranty or the Pledgor's  Guaranty;or

        (b)        Any written representation or warranty made by the Pledgor in this Agreement orin any certificate, agreement, instrument or statement contemplated hereby ormade or delivered pursuant hereto or in connection herewith or the Note, theGuaranty or the Pledgor’s Guaranty shall prove to be incorrect in anymaterial respect; or 

        (c)        The Pledgor shall fail to perform or observe any other term, covenant oragreement contained in this Agreement on its part to be performed or observed,and such failure remains unremedied for five (5) days after written noticethereof shall have been given to the Pledgor by the Lender; or 

        (d)        This Agreement shall at any time for any reason cease to be in full force andeffect or shall be declared to be null and void, or the validity orenforceability thereof shall be contested by the Pledgor, or Pledgor shall denyit has any or further liability or obligation hereunder. 

        SECTION 7.  Remedies Upon Default.  If any Event of Default shall have occurred and be continuing:

        (a)        The Lender may exercise in respect of the Collateral, in addition to otherrights and remedies provided for herein or otherwise available to it, all therights and remedies of a secured party on default under the Uniform CommercialCode (the “Code”) in effect in the Commonwealth of Massachusetts atthe time, sell the Collateral or any part thereof in one or more parts at publicor private sale, at any exchange, broker’s board or at any of theLender’s offices or elsewhere, for cash, on credit or for future delivery,and upon such other terms as the Lender may deem commercially reasonable. TheLender shall give the Pledgor at least the greater of the minimum noticerequired by law or seven days prior written notice of the date, time and placeof any public sale thereof or of the time after which any private sale or anyother intended disposition is to be made. The Lender shall not be obligated tomake any sale of Collateral regardless of notice of sale having been given. TheLender may adjourn any public or private sale from time to time by announcementat the time and place fixed therefor, and such sale may, without further notice,be made at the time and place to which it was so adjourned. 

        (b)        All cash proceeds received by the Lender in respect of any sale of, collectionfrom, or other realization upon all or any part of the Collateral may, in thediscretion of the Lender, be held by the Lender as collateral for, and/or thenor at any time thereafter applied (after payment of any amounts payable to theLender pursuant to Section 8) in whole or in part by the Lender against, all orany part of the Obligations in such order as the Lender shall elect. Any surplusof such cash or cash proceeds held by the Lender and remaining after payment infull of all the Obligations shall be paid over to the Pledgor or to whomever maybe lawfully entitled to receive such surplus. 

        SECTION 8.  Expenses.  The Pledgor will, upon demand, pay to the Lender the amountof any and all reasonable expenses, including the reasonable fees and expensesof its counsel and of any experts and agents, which the Lender may incur inconnection with (i) the preparation, execution, performance and administrationof this Agreement, (ii) the custody or preservation of, or the sale of,collection from, or other realization upon, any of the Collateral, (iii) theexercise or enforcement of any of the rights of the Lender hereunder or (iv) thefailure by the Pledgor to perform or observe any of the provisions hereof. 

        SECTION 9.  Security Interest  Absolute.  All rights of the Lender and security  interests  hereunder,  andall obligations of the Pledgor hereunder shall be absolute and unconditional irrespective of:

        (i)        any lack of validity or  enforceability  of the  Pledgor's  Guaranty  or any other  agreement  orinstrument relating thereto;

        (ii)       any change in time, manner or place of payment of, or in any other term of, allor any of the Obligations, or any other amendment or waiver of or any consent toany departure from the Pledgor’s Guaranty; 

        (iii)      any exchange, release or non-perfection of any other collateral, or any releaseor amendment or waiver of or consent to departure from any other guaranty, forall or any of the Obligations; or 

        (iv)     any other circumstance which might otherwise constitute a defense available to,or a discharge of, the Pledgor in respect of the Obligations. 

        SECTION 10.  Amendments, Etc.  No amendment or waiver of any provision of thisAgreement shall terminate or release any obligations of the Pledgor hereunderunless said amendment is in writing and executed by the Lender and the Pledgor. 

        SECTION 11.  Addresses for Notices.  All notices and other communications providedfor hereunder shall be in writing and, if to the Pledgor, mailed by certifiedmail, return receipt requested or sent by a nationally recognized overnightdelivery service requesting a receipt, addressed to it at Boston Biomedica,Inc., 375 West Street, West Bridgewater, Massachusetts 02379, or, if to theLender mailed by certified mail, return receipt requested or sent by anationally recognized overnight delivery service requesting a receipt addressedto it at, Commerce Bank & Trust Company, 386 Main Street, P.O. Box 15020,Worcester, Massachusetts, 01615-0020, with a copy to or as to either party in awritten notice to each other party complying as to delivery with the terms ofthis Section. All such notices and other communications shall, when mailed beeffective when deposited in the mails addressed aforesaid. 

        SECTION 12.  Continuing Security Interest; Transfer of Note.  This Agreement shallcreate a continuing security interest in the Collateral and shall (i) remain infull force and effect until payment in full of the Obligations, (ii) be bindingupon the Pledgor, its administrators, executors, successors and assigns, and(iii) inure to the benefit of the Lender and its successors, transferees andassigns. Without limiting the generality of the foregoing clause (iii), theLender may assign or otherwise transfer the Pledgor’s Guaranty to any otherperson or entity, and such other person or entity shall thereupon become vestedwith the benefits in respect thereof granted to the Lender herein. Upon thepayment in full of the Obligations, the Pledgor shall be entitled to the return,upon request and at its expense, of such of the Collateral as shall not havebeen sold or otherwise applied pursuant to the terms hereof. 

        SECTION 13.  No Waiver; Cumulative Remedies.  No failure on the part of the Lenderto exercise, or to delay in exercising, any right, power or remedy hereundershall operate as a waiver thereof, nor shall any single or partial exercise ofany such right, power or remedy by the Lender preclude any other furtherexercise thereof or the exercise of any other right, power or remedy. Allremedies hereunder are cumulative and are not exclusive of any other remediesprovided by law. 

        SECTION 14.  Termination.  This Agreement shall terminate when the Note has beenfully satisfied and all indebtedness secured hereby and all Obligations of thePledgor hereunder have been fully paid and performed, at which time the Lendershall execute and deliver to the Pledgor an appropriate release and shallredeliver (or cause to be reassigned and redelivered) to the Pledgor, or to suchperson or persons as the Pledgor shall designate, against receipt, such of theCollateral (if any) as shall have been received by the Lender and not sold orotherwise applied pursuant to the terms hereof and shall still be held by theLender hereunder, together with appropriate instruments of reassignment. Anysuch reassignment shall be without recourse upon warranty by the Lender and atthe expense of the Pledgor. 

        SECTION 14.  Governing Law; Terms.  This Agreement shall be governed by andconstrued in accordance with the laws of the Commonwealth of Massachusetts(except as required by mandatory provisions of law and except to the extent thatvalidity or perfection of the security interest hereunder, or remedieshereunder, in respect of any particular Collateral are governed by the laws of ajurisdiction other than the Commonwealth of Massachusetts). Unless otherwisedefined herein, terms defined in Article 9 of the Uniform Commercial Code in theCommonwealth of Massachusetts are used herein as therein defined. 

        INWITNESS WHEREOF, the parties hereto have duly executed this Agreement, underseal, as of the date first above written. 
WITNESS:                                                     BOSTON BIOMEDICA, INC.___________________________                 By:_____________________________                                                     Commerce Bank & Trust Company___________________________                 By:___________________________