PLEDGE AND SECURITY AGREEMENT
        THISPLEDGE AND SECURITY AGREEMENT (the “Pledge Agreement”) dated as ofJanuary 15, 2002 is entered into by and between Richard T. Schumacher anindividual with a residence at 349 Foundry Street, North Easton, MA 02356 (the“Pledgor”), Boston Biomedica, Inc., a Massachusetts corporation withits principal executive offices located at 375 West Street, West Bridgewater, MA02379 (the “Company”) and solely for purposes of Section 2 of thisPledge Agreement, Commerce Bank and Trust Company (the “Bank”). 

W I T N E S S E T H
        WHEREAS, on the date hereof, the Bank and Resort Accommodations  International,  LLC ("RAI") have executedand delivered that certain Sixth Restated Loan Agreement (the "Loan  Agreement") (as amended,  modified,  restated,replaced, refinanced,  substituted or otherwise supplemented from time to time, the "Loan Agreement"),  pursuant towhich the Bank has made and may in the future make loans and/or extend other credit or  accommodations  to RAI (the"Loans"); 

        WHEREAS,  the Loans are evidenced by that certain  Promissory  Note dated February 27, 1998, as amended oneach of July 18, 1998,  August 20, 1999, May 20, 2000,  December 12, 2000, and May 31, 2001 and as further  amendedby that  certain  Sixth  Note  Modification  Agreement  dated the date  hereof  (as  amended,  modified,  restated,replaced, refinanced, substituted or otherwise supplemented from time to time, the "Note"); 

        WHEREAS,  Pledgor has  guaranteed  the repayment of the Loans to the Bank pursuant to Pledgor's  UnlimitedGuaranty  dated February 27, 1998, as ratified on each of July 18, 1998,  August 20, 1999,  May 20, 2000,  December12, 2000,  and May 31, 2001 and further by that certain Sixth  Ratification  of Unlimited  Guaranty  dated the datehereof (as modified or otherwise supplemented from time to time,  "Schumacher's  Guaranty"),  up to the amounts setforth in the Company's Guaranty (as defined below)); 

        WHEREAS,  Schumacher's  Guaranty is secured,  in part,  pursuant to a Pledge  Agreement dated February 27,1998, as amended on each of July 18, 1998,  August 20, 1999,  May 20, 2000,  December 12, 2000 and May 31, 2001 andas further  amended by that  certain  Sixth  Amendment  to Pledge  Agreement  dated the date hereof (as modified orotherwise supplemented from time to time, the "Bank Pledge Agreement"); 

        WHEREAS,  in connection with the Loan Agreement,  the Company  executed and delivered that certain LimitedGuaranty  dated the date hereof,  in favor of the Bank (as modified or  otherwise  supplemented  from time to time,the "Company's Guaranty"), to guaranty certain obligations of Pledgor under Schumacher's Guaranty; 

        WHEREAS,  to secure the payment of the Company's  obligations  under the Company's  Guaranty,  the Companyand the Bank executed and  delivered a Pledge  Agreement  dated the date hereof,  pursuant to which the Company haspledged $1.0  million in cash (such cash,  in its present or any other form and all proceeds of and interest on thesame, the "Company  Collateral")  to be held by the Bank in an interest  bearing  account (as modified or otherwisesupplemented from time to time, the "Company's Pledge Agreement"); 

        WHEREAS,  in connection with the Company's  Guaranty,  the Company,  the Bank, RAI and Schumacher  enteredinto a Junior  Participation  Agreement  dated January 15, 2002  ("Junior  Participation  Agreement"),  pursuant towhich the Company acquired a Junior  Participation (as defined in the Junior  Participation  Agreement) interest inthe Loans and upon Payment in Full (as defined in the Junior  Participation  Agreement)  will be  subrogated  as tothe Loans and the Company's  junior  security  interest in the Collateral  (as defined in the Junior  ParticipationAgreement) shall become a first priority security interest in the Collateral; and 

        WHEREAS,  to secure  repayment  from  Schumacher  of the  Company's  Payments  (as  defined  in the JuniorParticipation  Agreement),  the Company is requiring  that  Schumacher  pledge the Pledged  Securities  (as definedherein) and to deliver or cause to be delivered  the Pledged  Securities to the Company  immediately  following thePayment in Full of the Credit  Obligations (as that term is defined in the Junior  Participation  Agreement) to theBank. 

        NOW,  THEREFORE,  in  consideration  of the premises and for other good and valuable  consideration,  thereceipt and  sufficiency  of which are hereby  acknowledged,  the Pledgor  agrees for the benefit of the Company asfollows: 

SECTION 1.   PAYMENT OBLIGATION; PLEDGE AND SECURITY INTEREST.

        (a)Pledgor hereby agrees and promises to pay to the order of the Company, any andall amounts of the Loans paid or otherwise satisfied by the Company from theCompany Collateral (or by any other payment made by the Company on account ofthe Loans), together with interest accruing on the unpaid amounts at the WallStreet Journal Prime Rate the Note (the “Obligations”), suchObligations to be paid by Pledgor to the Company upon demand of the Company;provided, however, that the Company shall not make a demand for paymentof the Obligations until the Bank’s Loans have been Paid in Full (asdefined in the Junior Participation Agreement). 

        (b)To secure the timely payment and performance of the Obligations, Pledgor herebypledges, hypothecates, assigns and transfers (subject to subsection (c) below)to the Company all of the Pledged Collateral (as defined herein) and herebygrants to the Company, a second in priority lien on (subject only to the firstpriority lien of the Bank), and a security interest in the Pledged Collateraltogether with all cash dividends, stock dividends, interest, profits, premiums,redemptions, warrants, subscription rights, options, substitutions, exchangesand other distributions now or hereafter made on the Pledged Securities and allcash and non-cash proceeds thereof. For purposes of this Pledge Agreement,“Pledged Collateral” shall include any and all property, including butnot limited to any real and personal property, that now or hereafter secures theLoans from the Bank, including the Pledged Securities, (whether described hereinor not) and all income therefrom and proceeds thereof. In addition, for purposesof this Agreement, “Pledged Securities” shall mean all of the sharesof stock, instruments, securities and other interests listed on Exhibit Ahereto and any investment property, securities accounts, securitiesentitlements, securities or options and all rights therein or thereunder of thePledgor now existing or hereafter arising or existing. 

        (c)Pledgor agrees that from time to time, Pledgor shall promptly execute anddeliver all instruments and documents, and take all action, that may bereasonably necessary in order to perfect the security interest granted orintended to be granted hereby or to enable the Company to exercise and enforceits rights and remedies hereunder with respect to the Pledged Collateral.Without limiting the generality of the foregoing, Pledgor shall (i) execute andfile such financing or continuation statements, or amendments thereto, and suchother instruments, endorsements or notices, as may be reasonably necessary ordesirable or as the Company may request, in order to perfect and preserve thesecurity interests granted or purported to be granted hereby; and (ii) shallcause the Bank, and the Bank hereby agrees, to deliver to the Company, anycertificates evidencing the Pledged Securities identified on Exhibit Ahereto, together with appropriate undated powers and/or endorsements dulyexecuted in blank, all as collateral security for the payment and performance ofthe Obligations; provided, however, that the delivery of any certificatesevidencing the Pledged Securities or any other evidence of title to the otherPledged Collateral shall be subject to the prior Payment in Full (as defined inJunior Participation Agreement) of the Credit Obligations (as defined in theJunior Participation Agreement). 

        (d)Notwithstanding anything contained herein to the contrary, all of the rights andobligations contained herein are subject to the Bank’s first prioritysecurity interest in the Pledged Collateral and shall take effect immediatelyupon Payment in Full to the Bank of the Credit Obligations. 

SECTION 2.   DIVIDENDS AND DISTRIBUTIONS.

        If,while this Pledge Agreement is in effect, the Pledgor becomes entitled toreceive or receives any stock certificate (including, without limitation, anycertificate representing a stock dividend or a distribution in connection withany reclassification, increase or reduction of capital or issued in connectionwith any reorganization), option or rights, whether as an addition to, insubstitution of, or in exchange for, any Pledged Securities or otherwise, thePledgor agrees to accept the same as agent for the Company, to hold the same intrust on behalf of and for the benefit of the Company and after the Payment inFull of the Bank’s Credit Obligations, to deliver the same forthwith to theCompany in the exact form received, with the endorsement of the Pledgor whennecessary and/or appropriate undated stock or other powers duly executed inblank, to be held by the Company, subject to the terms hereof, as additionalcollateral security for the Obligations. Any sums paid on or in respect of thePledged Securities on the liquidation or dissolution of the issuer thereof shallbe held subject to the terms and conditions hereof, as additional collateralsecurity for the Obligations. 

SECTION 3.   VOTING RIGHTS.

        ThePledgor shall be entitled to vote the Pledged Securities and to give consents,waivers and ratifications in respect of the Pledged Securities until such timeas an Event of Default (as defined below) exists or has occurred and iscontinuing and the Company elects to terminate Pledgor’s rights hereunderby written notice to Pledgor. For purposes of this Pledge Agreement, an“Event of Default” shall mean any one of the following specifiedevents: (a) Pledgor’s failure to pay the Obligations when demanded by theCompany; (b) after Payment in Full of the Bank’s Credit Obligations anyrepresentation, warranty, statement or certificate made to the Company byPledgor in connection with this Pledge Agreement proves to have been or becomesuntrue; (c) after Payment in Full of the Bank’s Credit Obligations, thecommencement, whether voluntary or involuntary, of a case under the UnitedStates Bankruptcy Code or any other proceeding or action seeking reorganization,liquidation, dissolution or other relief under federal bankruptcy or insolvencystatutes or similar laws, or seeking the appointment of a receiver, trustee orcustodian for the Pledgor or all or a part of Pledgor’s assets; or (d)after Payment in Full of the Bank’s Credit Obligations, Pledgor makes anassignment for the benefit of creditors, or is unable to pay debts as theymature. 

SECTION 4.   RIGHTS OF THE COMPANY.

        4.1.        Certain Rights of the Company.  The Company shall not be liable forfailure to collect or realize upon the Obligations or any collateral security orguaranty thereof, or any part thereof, or for any delay in so doing, nor shallthe Company be under any obligation to take any action whatsoever with regardthereto. Any or all shares of the Pledged Securities held by the Companyhereunder may, if an Event of Default has occurred and is continuing, and uponwritten notice by the Company, be registered in the name of the Company or itsnominee, for the benefit of the Company, and the Company or its nominee may atany time thereafter, without notice, exercise all voting and corporate rights ofany issuer of any and all rights of conversion, exchange, subscription or anyother rights, privileges or options pertaining to any shares of the PledgedSecurities as if the Company were the absolute owner thereof, including (withoutlimitation) the right to exchange, at its discretion, any and all of the PledgedSecurities upon the merger, consolidation, reorganization, recapitalization orother readjustment of any issuer of any such shares or upon the exercise by anysuch issuer or the Company of any right, privilege or option pertaining to anyshares of the Pledged Securities and, in connection therewith, to deposit anddeliver any and all of the Pledged Securities with any committee, depository,transfer agent, registrar or other designated agency on such terms andconditions as the Company may determine, all without liability except to accountfor property actually received by it, but the Company shall have no duty toexercise any of the aforesaid rights, privileges or options and shall not beresponsible for any failure to do so or delay in so doing. 

        4.2.        Company as Attorney-in-Fact.  After Payment in Full of the Bank’sCredit Obligations, the Company is hereby appointed the attorney-in-fact of thePledgor for the purpose of carrying out the provisions of this Pledge Agreementand taking any action and executing any instruments, in the name of the Pledgoror otherwise, that the Company may deem necessary or advisable to accomplish thepurposes hereof, which appointment as attorney-in-fact is irrevocable andcoupled with an interest. Without limiting the generality of the foregoing, theCompany shall, to the extent permitted hereunder, have the right and power, uponthe Company’s good faith determination in its sole discretion that suchaction is necessary or desirable to preserve and protect its interest in thePledged Collateral, to receive, endorse and collect all checks and other ordersfor the payment of money made payable to the Pledgor representing any dividend,interest payment or other distribution payable or distributable with respect tothe Pledged Collateral or any part thereof and to give full discharge for thesame. 

        4.3.        Protection  of Pledged  Collateral.  The  Company  shall not have any  obligations  to protect,secure, perfect or insure any Pledged Collateral at any time held as security for the Obligations.

SECTION 5.   UNCONDITIONAL LIABILITIES.

        TheObligations and liabilities of the Pledgor hereunder shall not be conditioned orcontingent upon the pursuit by the Company or any other person at any time ofany right or remedy against any other person that may be or become liable inrespect of all or any part of the Obligations or against any collateral securityor guaranty therefor or right of offset with respect thereto. This PledgeAgreement shall remain in full force and effect and be binding in accordancewith and to the extent of its terms upon the Pledgor until all of theObligations have been fully satisfied. 

SECTION 6.   PERFORMANCE BY COMPANY OF PLEDGOR'S OBLIGATIONS.

        Ifthe Pledgor fails to perform or comply with any of its agreements containedherein and the Company, as provided for by the terms of this Pledge Agreement,itself performs or complies, or otherwise causes performance or compliance, withsuch agreement, the expenses of the Company incurred in connection with suchperformance or compliance shall be borne and paid by the Pledgor on demand anduntil so paid shall be added to the principal amount of the Obligations andshall bear interest (calculated on the basis of a 360-day year for the actualdays elapsed) from the date incurred until paid at the highest rate applicableto any of the Obligations. 

SECTION 7.   REMEDIES.

        Ifan Event of Default has occurred and is continuing, then, and in any such event,the Company may exercise, in addition to all other rights and remedies grantedto it in this Pledge Agreement and in any other instrument or agreementsecuring, evidencing or relating to the Obligations, all rights and remedies ofa secured party under the Uniform Commercial Code (the “Code”) orother applicable law. Without limiting the generality of the foregoing, thePledgor expressly agrees that in any such event, the Company, without demand ofperformance or other demand, advertisement or notice of any kind (except thenotice specified below of time and place of public or private sale) to or on thePledgor or any other person (all and each of which demands, advertisementsand/or notices are hereby expressly waived), may forthwith collect, receive,appropriate and realize on the Pledged Collateral, or any part thereof, andforthwith sell, assign, give option or options to purchase, contract to sell orotherwise dispose of and deliver the Pledged Collateral, or any part thereof, inone or more units, parcels, or lots at one or more public or private sales, atany exchange or broker’s board or at any of the Company’s offices orelsewhere, on such terms and conditions as it may deem advisable and at suchprices as it may deem appropriate, for cash or on credit or for future deliverywithout assumption of any credit risk, with the right to the Company upon anysuch sale or sales, public or private, to purchase the whole or any part of saidPledged Collateral so sold. Any purchaser at any such sale or sales shallacquire the property sold absolutely free from any claim or right on the part ofPledgor, and Pledgor hereby waives (to the extent permitted by applicable law)all rights, redemptions, stays and appraisal rights which Pledgor now has, ormay at any time in the future have, under any rule of law or statute nowexisting or hereafter enacted. The net proceeds of any such collection,recovery, receipt, appropriation, realization or sale, after allowing two (2)Business Days for collection and after deducting all reasonable costs andexpenses of every kind incurred therein or incidental to the care, safekeepingor otherwise of any and all of the Pledged Collateral or in any way relating tothe rights of the Company hereunder, including reasonable attorneys’ feesand legal expenses, shall be applied to the payment of the Obligations in suchorder as the Company may determine, and, after all of the Obligations have beenpaid in full and after payment of any other amount required by any provision oflaw, including (without limitation) Section 9-610 of the Code, the balance (ifany) of such proceeds shall be remitted to the Pledgor or as otherwise requiredby a court of competent jurisdiction. To the extent permitted by applicable law,the Pledgor waives all claims, damages and demands against the Company arisingout of the retention or sale of the Pledged Collateral unless resulting fromsuch Company’s willful misconduct or gross negligence. The Pledgor agreesthat the Company need not give more than ten (10) days’ notice (whichnotice shall be deemed given on the earlier of mailing or receipt) of the timeand place of any public sale or of the time after which a private sale or otherintended disposition is to take place and that such notice is reasonablenotification of such matters. No notification need be given to the Pledgor if ithas signed after default a statement renouncing or modifying any right tonotification of sale or other intended disposition. The Company may, withoutnotice or publication, adjourn any public or private sale, or cause such sale tobe adjourned from time to time by announcement at the time and place fixed forsale, and such sale may, without further notice, be made at the time and placeto which such sale is so adjourned. Pledgor shall remain liable for anydeficiency if the net proceeds of any sale or disposition of the PledgedCollateral are insufficient to pay all Obligations. 

SECTION 8.   REPRESENTATIONS AND WARRANTIES.

        The Pledgor represents and warrants to the Company that:

        8.1.        Intentionally Omitted.

        8.2.        No Prohibition. The Pledgor is empowered to enter into, execute, deliverand perform this Pledge Agreement. The execution, delivery and performance ofthis Pledge Agreement do not and will not violate, or cause Pledgor to be indefault in any material respect under, any provision of any law, rule,regulation, order, writ, judgment, injunction, decree, determination or award ineffect having applicability to Pledgor; result in a breach of or constitute adefault in any material respect under any indenture or loan or credit agreementor any other agreement lease or instrument to which Pledgor is a party or bywhich Pledgor’s properties may be bound or affected; or result in, orrequire, the creation or imposition of any lien upon or with respect to any ofthe properties now owned or hereafter acquired by Pledgor. 

        8.3.        Legally Enforceable Agreement. This Pledge Agreement has been dulyexecuted and delivered by the Pledgor and is a legal, valid and bindingobligation, enforceable against the Pledgor in accordance with its terms, exceptas enforceability may be limited by bankruptcy, insolvency, or other lawsrelating to or affecting generally the enforcement of creditor’s rights bygeneral principles of equity (regardless of whether such principles areconsidered in a proceeding at law or in equity). 

        8.4.        Title. The Pledgor is the record and beneficial owner of, and has goodand valid title to the Pledged Collateral, including the Pledged Securitiesdescribed on Exhibit A hereto, and it will be owner of, and have suchtitle to, all other Pledged Securities described in Section 3 hereof owned byit, subject to no lien whatsoever except the liens created hereby and the seniorpriority lien in favor of the Bank pursuant to the Bank’s Pledge Agreementand the Loan Agreement. 

        8.5.        Intentionally Omitted.

        8.6.        Creation of Valid Lien. The pledge and assignment and together with thefiling of appropriate financing statements with respect to the PledgedCollateral including the Pledged Securities described on Exhibit A heretowill create, a valid lien on, and perfected security interest in, such PledgedCollateral and the proceeds thereof, subject to no prior lien or option or anyagreement purporting to grant to any third party a prior lien on thePledgor’s property or assets that would include such Pledged Securities,except for the senior priority lien in favor of the Bank under the Bank’sPledge Agreement and the Loan Agreement. Upon Payment in Full of the Bank’sCredit Obligations, the Pledged Collateral, including the Pledged Securitieswill be delivered to the Company and upon such delivery (and the delivery of anyPledged Securities described in Section 3 hereof), will create, a valid lien on,and first priority perfected security interest in, such Pledged Collateral andthe proceeds thereof, subject to no prior lien or any agreement purporting togrant to any third party a prior lien on the Pledgor’s property or assetsthat would include such Pledged Collateral. 

        8.7.        Pledged  Securities  not Margin Stock.  None of the Pledged  Securities is "margin  stock",  assuch term is defined in Section 221.2 of Regulation U of the Board of Governors of the Federal Reserve System.

SECTION 9.   COVENANTS.

        ThePledgor covenants and agrees with the Company that so long as any Obligationsare outstanding: 

        9.1.        Defense of Claims. It will, upon the Company’s written request,defend the Company’s right, title and security interest in and to thePledged Collateral and the proceeds thereof against the claims and demands ofall persons whomsoever, subject only to the Bank’s first priority securityinterest in and to such Pledged Collateral and proceeds thereof. 

        9.2.        Obtain Good Title. It will have or obtain promptly good title to (subjectto no lien whatsoever, except the liens created by this Pledge Agreement and theBank’s Pledge Agreement and Loan Agreement) and the right to pledge anyother property at any time hereafter pledged to the Company as collateralsecurity hereunder and will likewise defend the Company’s right and titlethereto and liens thereon. 

        9.3.        Limitation on Transfers and Liens. It will not sell, assign, transfer,exchange or otherwise dispose of, or grant any option with respect to any of thePledged Collateral, nor will it create, incur or permit to exist any lien withrespect to any of the Pledged Collateral, any interest therein or any proceedsthereof (except for the liens created by this Pledge Agreement and theBank’s Pledge Agreement and Loan Agreement). 

SECTION 10.   LIMITATIONS ON RESALE.

        10.1.        Private Sale of Pledged Securities. The Pledgor recognizes that theCompany may be unable to effect a public sale of any or all of the PledgedSecurities by reason of certain prohibitions contained in the Securities Act andapplicable state securities laws and may be compelled to resort to one or moreprivate sales thereof to a restricted group of purchasers who will be obliged toagree, among other things, to acquire such securities for their own accounts forinvestment and not with a view to the distribution or resale thereof. ThePledgor acknowledges and agrees that any such private sale may result in pricesand other terms less favorable to the seller than if such sale were a publicsale and, notwithstanding such circumstances, agrees that the private (ratherthan public) nature of such sale shall be deemed to be commercially reasonable.The Company shall be under no obligation to delay a sale of any of the PledgedSecurities for the period of time necessary to permit the issuer thereof toregister such securities for public sale under the Securities Act or underapplicable state securities laws, even if such issuer would agree to do so. 

        10.2.        Assistance of Pledgor; Specific Performance. The Pledgor further agreesto do or cause to be done all such other acts and things required to be done byit to make such sale or sales of any portion or all of the Pledged Securitiesvalid and binding and in compliance with any and all applicable laws,regulations, orders, writs, injunctions, decrees or awards of any and allcourts, arbitrators or governmental instrumentalities, domestic or foreign,having jurisdiction over any such sale or sales, all at the Pledgor’sexpense. The Pledgor further agrees that a breach of any of the covenantscontained in this Section 10.2 will cause irreparable injury to the Company,that the Company has no adequate remedy at law in respect of such breach and, asa consequence, agrees that each and every covenant contained in this Section10.2 shall be specifically enforceable against the Pledgor, and the Pledgorhereby waives (to the extent permitted by applicable law) and agrees not toassert any defenses against an action for specific performance of such covenantsexcept for a defense that no Event of Default has occurred. 

SECTION 11.   FURTHER ASSURANCES.

        ThePledgor agrees that at any time and from time to time, on the written request ofthe Company, the Pledgor will execute and deliver such further documents and dosuch further acts and things as the Company may reasonably request in order toeffectuate the purposes of this Pledge Agreement. 

SECTION 12.   LIMITATION ON COMPANY'S DUTY IN RESPECT OF PLEDGED COLLATERAL.

        Beyondthe safe custody thereof, the Company shall not have any duty as to any PledgedCollateral in its possession or control or in the possession or control of anominee of it or any income thereon or as to the preservation of rights againstprior parties or any other rights pertaining thereto. 

SECTION 13.   NOTICES.

        Exceptas otherwise provided herein, all notices, requests and demands to or upon aparty hereto, to be effective, shall be in writing and shall be sent bycertified or registered mail, return receipt requested, by personal deliveryagainst receipt, by overnight courier or by facsimile and, unless otherwiseexpressly provided herein, shall be deemed to have been validly served, given ordelivered immediately when delivered against receipt, one Business Day afterdeposit in the mail, postage prepaid, or with an overnight courier or, in thecase of facsimile notice, when sent, addressed as follows: 
        If to the Company:                                               Boston Biomedica, Inc.                                               375 West Street                                               West Bridgewater, MA 02379                                               Attention: Kevin Quinlan, President                                               Telephone No.:  (508) 580-1900                                               Facsimile No.:  (508) 580-0250        with a copy to:                                               Brown, Rudnick, Freed & Gesmer                                               One Financial Center                                               Boston, MA 02111                                               Attention:  Steven R. London, Esq.                                               Telephone No.:  (617) 856-8200                                               Facsimile No.:  (617) 857-8201         If to Pledgor:                                               Richard T. Schumacher                                               349 Foundry Street                                               North Easton, MA 02356                                               Telephone No.:  (508) 238-4470                                               Facsimile No.:         with copy to:                                               Howard Levin, Esq.                                               Perkins, Smith & Cohen, LLP                                               One Beacon Street                                               30th Floor                                               Boston, MA 02108                                               Telephone No.:  (617) 854-4000                                               Facsimile No.:  (617) 854-4040          If to Bank:                                               Commerce Bank and Trust Company                                               586-590 Main Street                                               Worcester, MA 01615                                               Attn:  Roger Allard                                               Telephone No.: (800) 692-2265                                               Facsimile No.:  (508) 791-9668
or to such other address aseach party may designate for itself by notice given in accordance with thisSection. 

SECTION 14.   SEVERABILITY.

        Whereverpossible, each provision of this Pledge Agreement shall be interpreted in suchmanner as to be effective and valid under applicable law, but if any provisionof this Pledge Agreement shall be prohibited by or invalid under applicable law,such provision shall be ineffective only to the extent of such prohibition orinvalidity, without invalidating the remainder of such provision or theremaining provisions of this Pledge Agreement. 

SECTION 15.   NO WAIVER, CUMULATIVE REMEDIES.

        TheCompany shall not by any act, delay, omission or otherwise be deemed to havewaived any of its rights or remedies hereunder, and no waiver shall be validunless in writing, signed by the Company, and then only to the extent thereinset forth. A waiver of any right or remedy hereunder on any occasion shall notbe construed as a bar to any right or remedy that the Company would otherwisehave on any future occasion. No failure to exercise nor any delay in exercising,on the part of the Company, any right, power or privilege hereunder shalloperate as a waiver thereof; nor shall any single or partial exercise of anyright, power or privilege hereunder preclude any other or further exercise ofany right, power or privilege. The rights and remedies herein provided arecumulative, may be exercised singly or concurrently and are not exclusive of anyrights or remedies provided by law. 

SECTION 16.   NO ORAL MODIFICATION, SUCCESSORS, GOVERNING LAW.

        Noneof the terms or provisions of this Pledge Agreement may be waived, altered,modified or amended except by an instrument in writing, duly executed by theCompany. This Pledge Agreement and all Obligations of the Pledgor hereundershall be binding on its successors and assigns and shall, together with therights and remedies of the Company hereunder, inure to the benefit of theCompany and its respective successors and assigns. This Pledge Agreement shallbe governed by, and construed and interpreted in accordance with, the laws ofthe Commonwealth of Massachusetts. 

SECTION 17.   SUBMISSION TO JURISDICTION; WAIVER OF TRIAL BY JURY.

        17.1.        GOVERNING LAW; CONSENT TO FORUM.  THIS PLEDGE AGREEMENT HAS BEENNEGOTIATED, EXECUTED AND DELIVERED AT AND SHALL BE DEEMED TO HAVE BEEN MADE INBOSTON, MASSACHUSETTS. THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUEDIN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS:PROVIDED, HOWEVER, THAT IF ANY OF THE PLEDGED COLLATERAL SHALL BELOCATED IN ANY JURISDICTION OTHER THAN MASSACHUSETTS, THE LAWS OF SUCHJURISDICTION SHALL GOVERN THE METHOD, MANNER AND PROCEDURE FOR FORECLOSURE OFTHE COMPANY’S LIEN UPON SUCH PLEDGED COLLATERAL AND THE ENFORCEMENT OF THECOMPANY’S OTHER REMEDIES IN RESPECT OF SUCH PLEDGED COLLATERAL TO THEEXTENT THAT THE LAWS OF SUCH JURISDICTION ARE DIFFERENT FROM OR INCONSISTENTWITH THE LAWS OF MASSACHUSETTS. PLEDGOR HEREBY CONSENTS AND AGREES THAT THESUPERIOR COURT OF SUFFOLK COUNTY, MASSACHUSETTS, OR, AT THE COMPANY’SOPTION, THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS,SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTESBETWEEN PLEDGOR AND THE COMPANY PERTAINING TO THIS PLEDGE AGREEMENT OR TO ANYMATTER ARISING OUT OF OR RELATED TO THIS PLEDGE AGREEMENT. PLEDGOR EXPRESSLYSUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUITCOMMENCED IN ANY SUCH COURT, AND PLEDGOR HEREBY WAIVES ANY OBJECTION WHICHPLEDGOR MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE ORFORUMNONCONVENIENS AND HEREBY CONSENTS TO THE GRANTING OFSUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. PLEDGORHEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESSISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS,COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAILADDRESSED TO PLEDGOR AT THE ADDRESS SET FORTH IN THIS PLEDGE AGREEMENT AND THATSERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF PLEDGOR’SACTUAL RECEIPT THEREOF OR 3 DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGEPREPAID. NOTHING IN THIS PLEDGE AGREEMENT SHALL BE DEEMED OR OPERATE TO AFFECTTHE RIGHT OF THE COMPANY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BYLAW, OR TO PRECLUDE THE ENFORCEMENT BY THE COMPANY OF ANY JUDGMENT OR ORDEROBTAINED IN SUCH FORUM OR THE TAKING OF ANY ACTION UNDER THIS PLEDGE AGREEMENTTO ENFORCE SAME IN ANY OTHER APPROPRIATE FORUM OR JURISDICTION.

        17.2.        WAIVERS BY PLEDGOR.  PLEDGOR WAIVES THE RIGHT TO TRIAL BY JURY (WHICH THE COMPANYHEREBY ALSO WAIVES) IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KINDARISING OUT OF OR RELATED TO ANY OF THE PLEDGE AGREEMENT OR THE PLEDGEDCOLLATERAL AND NOTICE OF ACCEPTANCE HEREOF. PLEDGOR ACKNOWLEDGES THAT THEFOREGOING WAIVER IS A MATERIAL INDUCEMENT TO THE COMPANY’S ENTERING INTOTHIS PLEDGE AGREEMENT AND THAT THE COMPANY IS RELYING UPON THE FOREGOING WAIVERSIN ITS FUTURE DEALINGS WITH PLEDGOR. PLEDGOR WARRANTS AND REPRESENTS THAT IT HASREVIEWED THE FOREGOING WAIVERS WITH ITS LEGAL COUNSEL AND HAS KNOWINGLY ANDVOLUNTARILY WAIVED ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGALCOUNSEL. IN THE EVENT OF LITIGATION, THIS PLEDGE AGREEMENT MAY BE FILED AS AWRITTEN CONSENT TO A TRIAL BY THE COURT. 

SECTION 18.   FEES AND EXPENSES

        If,at any time or times regardless of whether or not an Event of Default thenexists, the Company incurs legal or accounting expenses or any other costs orout-of-pocket expenses in connection with (i) any litigation, contest, dispute,suit, proceeding or action (whether instituted by Company, Pledgor or any otherperson) in any way relating to the Pledged Collateral or this Pledge Agreement;(ii) any attempt to enforce any rights of Company against Pledgor or any otherPerson which may be obligated to Company by virtue of this Pledge Agreement; or(iii) any attempt to inspect, verify, protect, preserve, restore, collect, sell,liquidate or otherwise dispose of or realize upon the Pledged Collateral; thenall such legal and accounting expenses, other costs and out of pocket expensesof Company shall be charged to Pledgor. All amounts chargeable to Pledgor underthis Section shall be Obligations secured by all of the Pledged Collateral,shall be payable on demand to Company and shall bear interest from the date suchdemand is made until paid in full at the rate applicable to Obligations fromtime to time. 

SECTION 19.   TERMINATION.

        ThisPledge Agreement shall terminate when all of the Obligations have been fullysatisfied, at which time Company shall reassign and deliver to Pledgor, againstreceipt, the Pledged Collateral, or such part thereof as shall not have beensold or otherwise applied by the Company pursuant to the terms hereof, and shallstill be held by it hereunder, together with appropriate instruments ofreassignment. Any such reassignment shall be without recourse to or warranty byCompany and at the expense of Pledgor. 

SECTION 20.   COUNTERPARTS.

        ThisPledge Agreement may be executed in any number of separate counterparts, and allof said counterparts taken together shall be deemed to constitute one and thesame instrument. 

SECTION 21.   DESCRIPTIVE HEADINGS.

        Thecaptions in this Pledge Agreement are for convenience of reference only andshall not define or limit the provisions hereof. 

IN WITNESS WHEREOF, theparties hereto have caused this Pledge Agreement to be duly executed anddelivered by their respective officers thereunto duly authorized as aninstrument under as of the date first written above. 
                         _______________________________________________________                         Richard T. Schumacher, individually                         BOSTON BIOMEDICA, INC.                         By:____________________________________________________                            Name:  Kevin Quinlan                            Title:  President                         For purposes of Article 2 of this Agreement only:                         COMMERCE BANK AND TRUST COMPANY                         By:____________________________________________________                            Name:  Roger Allard                            Title:______________________________________________
EXHIBIT A to Pledge and Security Agreement