**JUNIOR PARTICIPATION AGREEMENT**
        ThisJUNIOR PARTICIPATION AGREEMENT (this “Agreement”), dated as ofJanuary 15, 2002, is by and between (i) Commerce Bank and Trust Company(“Lender”), the lender under that certain Sixth Restated LoanAgreement dated the date hereof (the “Sixth Agreement”), by andbetween the Lender and Resort Accommodations International, LLC(“RAI”), a Massachusetts limited liability company (as amended,modified, restated, replaced, refinanced, substituted or otherwise supplementedfrom time to time, the “Loan Agreement”), (ii) Richard T. Schumacher(“Schumacher”), (iii) RAI, and (iv) Boston Biomedica, Inc., aMassachusetts corporation (the “Company”). 

**Recitals**
        WHEREAS,Lender and RAI are parties to the Loan Agreement, pursuant to which the Lenderhas made and may in the future make loans and/or extend other credit oraccommodations to RAI (the “Loans”); 

        WHEREAS,the Loans are evidenced by that certain Promissory Note 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 and further by that certain Sixth Note ModificationAgreement dated January 15, 2002 (as amended, modified, restated, replaced,refinanced, substituted or otherwise supplemented from time to time, the“Note”); 

        WHEREAS,it is a condition precedent to the execution and delivery by Lender of the SixthAgreement that the Company guaranty the performance of certain obligations ofSchumacher under Schumacher’s Unlimited Guaranty 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 ofUnlimited Guaranty dated January 15, 2002 (as modified or otherwise supplementedfrom time to time, “Schumacher’s Guaranty”), up to the amountsset forth in the Company’s Guaranty (as defined below)); 

        WHEREAS,the obligations of Schumacher under Schumacher’s Guaranty are secured, inpart, by that certain Pledge Agreement dated February 27, 1998, as amended onJuly 18, 1998, August 20, 1999, May 20, 2000, December 12, 2000 and May 31, 2001and further by that certain Sixth Amendment to Pledge Agreement dated January15, 2002 (as modified or otherwise supplemented from time to time, the“Lender’s Pledge Agreement”); 

        WHEREAS,in order to provide additional security for the performance of certainobligations of Schumacher under Schumacher’s Guaranty, the Company executedand delivered that certain Limited Guaranty, dated the date hereof, in favor ofLender (as modified or otherwise supplemented from time to time, the“Company’s Guaranty”); 

        WHEREAS,to secure the payment of the obligations of the Company under the Company’sGuaranty, the Company and the Lender have entered into a Pledge Agreement, datedthe date hereof, pursuant to which the Company has pledged $1.0 million in cash(such cash, in its present or any other form and all proceeds of and interest onthe same, the “Company Collateral”) to be held by the Lender in aninterest bearing account (as modified or otherwise supplemented from time totime, the “Company’s Pledge Agreement”); and 

        WHEREAS,in connection with the Loan Agreement, Lender is willing to sell and convey, andCompany is willing to purchase and acquire, the Junior Participation (as definedbelow) in the Loans made by Lender under the Loan Agreement as described herein. 

        NOW,  THEREFORE,  inconsideration of the premises and of the mutual covenants herein  contained,  and intending to be legallybound hereby, the parties hereto agree as follows:

                Section 1.  Sale and Purchase of Junior Participation.