Boston Biomedica, Inc.
375 West Street
West Bridgewater, Massachusetts 02379
December 6, 2001
Gentlemen:

The
undersigned persons (collectively, the Investors), by executing this
Subscription Agreement, hereby subscribe for the number of shares of Common
Stock, $0.01 par value per share (the Common Stock), of Boston
Biomedica, Inc., a Massachusetts corporation (the Company) set forth
in paragraph 2 and agree to be bound by the terms and conditions hereof.

1.        
Acknowledgement of Receipt. Each of the Investors acknowledges receipt of
a copy of the Companys Annual Report on Form 10-K, as amended by Form
10-K/A, for the year ended December 31, 2000 (the Annual Report),
2000 Annual Report to Stockholders, Proxy Statement for the Annual Meeting of
Stockholders held on June 21, 2001, Quarterly Reports on Form 10-Q for each of
the quarters ended March 31, 2001, June 30, 2001 and September 30, 2001, and the
Registration Statements filed in the year 2000 on Form S-3 (each as amended by
Form S-3/A), filed by the Company with the Securities and Exchange Commission
subsequent to the filing of the Annual Report (together, the SEC
Reports).

2.        
Subscription and Payment. The Investors hereby collectively subscribe for
600,000 shares of the Common Stock of the Company (the Shares) with
each Investor to receive a number of shares as listed in the attached Exhibit
A hereto. The subscription price is $2.50 for each Share being acquired, or
a total of $1,500,000, payable in cash with this Subscription Agreement.

3.        
Agreement to be Bound by Securities Laws.
                  
(a)        Each Investor  understands and  acknowledges  that the Shares have not been registered  under the Securities
Act of 1933, as amended (the "Securities  Act"), or state securities laws, and the  transferability  of the Shares is therefore subject
to restrictions  imposed by those laws, and the certificates  representing the Shares shall bear a restrictive  legend  restricting the
resale of the Shares;
                  
(b)        Each  Investor  agrees that it will not sell or  otherwise  transfer the Shares  unless they are  registered
under the  Securities  Act and state  securities  laws of the  applicable  jurisdiction  or unless an exemption  from  registration  is
available.

4.        
Representations.  Each Investor represents and warrants that:
                  
(a)        
Each Investor is acquiring the Shares for its own account for  investment and not for the account of another
nor with a view to, or for  resale in  connection  with,  any  distribution  or public  offering  thereof  within  the  meaning  of the
Securities Act, the state securities laws of the applicable jurisdiction, or the rules and regulations promulgated thereunder;
                  
(b)        
Each Investor is able  financially to bear the risk of losing its entire  investment,  has adequate means of
providing for its current needs and possible personal contingencies, and has no need for liquidity of this investment;
                  
(c)        
Each Investor has or is relying on a qualified  purchaser  representative  who has sufficient  knowledge and
expertise in business, tax and financial matters to be able to evaluate the risks and merits inherent in investments of this type;
                  
(d)        
Each Investor and/or its professional adviser or purchaser  representative has carefully read and understood
the SEC Reports and this  Subscription  Agreement,  has received  information with respect to all matters it considers  material to its
investment  decision,  has had the opportunity to ask questions of the officers of the Company on any matter material to its investment
decision, and all such questions have been answered to its satisfaction;
                  
(e)        
Each Investor  acknowledges that no representations  have been made to it orally or in writing regarding the
Company  except by means of the SEC Reports or by means of  responses by the  officers of the Company to  questions  asked  pursuant to
paragraph  4(d) above,  and by executing  this  Subscription  Agreement,  each  Investor  acknowledges  that it is not relying upon any
representations  or information  other than  representations  or  information  contained in the SEC Reports or furnished in response to
questions  under  paragraph  4(d),  and  the  results  of  its  own  investigation  or  that  of its  financial  adviser  or  purchaser
representative; and
                  
(f)        
Each  Investor  understands  that any  projections  or  forward-looking  statements  in the SEC  Reports are
estimates only, that there can be no assurance of their accuracy,  and that such  projections  and  forward-looking  statements  depict
what would happen only upon the occurrence of certain events, based on certain assumptions which may not prove to be correct.

Each
Investor understands that the Company will rely upon these representations and
warranties and those contained in paragraph 5 in determining its exemption from
registration of the offering and sale of the Shares to the Investors under the
Securities Act and applicable state securities laws.

5.        
Additional  Representations.  Each Investor  represents and warrants,  for the purpose of compliance with federal and
state securities laws, as follows:
                  
(a)        
Each Investor's  residence is as listed in the attached  Exhibit B hereunder;  all offers of the Shares were
made to each Investor at that address listed in the attached  Exhibit B or elsewhere  within that state; no offer or  solicitation  was
made to any Investor in any state other than the state as listed in the  attached  Exhibit B; and each  Investor  accepted the offer to
purchase  Shares in the  Company by  executing  this  Subscription  Agreement  within that state;  and prior to such  acceptance,  each
Investor did not accept the offer in any other state, orally, in writing, or otherwise;
                  
(b)        
If the Investor has an individual net worth (i.e.,  total assets in excess of total  liabilities),  or joint
net worth with his or her spouse, as of the date hereof in excess of $1,000,000  exclusive of home,  furnishings,  and automobiles,  or
his or her  individual  annual gross  income for each of the most recent two calendar  years was in excess of $200,000 (or joint annual
gross income in excess of $300,000),  and each Investor  anticipates  that it will be in excess of that amount for the current calendar
year; and
                  
(c)        
Each  Investor  has an overall  commitment  to  investments  which are not readily  marketable  which is not
disproportionate  to each Investor's net worth and which, with the investment in the Shares,  will not cause such overall commitment to
become excessive.

6.        
Indemnity. Each Investor agrees to indemnify and hold harmless the
Company, its directors and officers and its affiliates from and against all
damages, losses, costs and expenses (including reasonable attorneys fees)
which they may incur by reason of the failure of any Investor to fulfill any of
the terms, conditions or agreements of this Subscription Agreement, or by reason
of any breach of the representations and warranties by the Investors herein or
in any document provided by any Investor to the Company.

7.        
Miscellaneous.
                  
(a)        
It is  understood  that all  documents,  records  and books  pertaining  to this  investment  have been made
available  for  inspection  by  each  Investor's  attorney  and/or  each  Investor's   accountant  and/or  each  Investor's   purchaser
representative  and each  Investor,  and that the books and records of the Company will be available  for  inspection  by the Investors
upon  reasonable  notice  during  reasonable  business  hours at its  principal  place of  business  and the  Investors  will  have the
opportunity to ask questions and get answers regarding the business of the Company.
                  
(b)        
This Agreement may not be modified or amended except in writing signed by all the Investors and the Company.
                  
(c)        
This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Massachusetts.



`Investor                         Total Shares Purchased                     Purchase Price
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
Richard P. Kiphart                                      430,000                              $1,075,000
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
David Valentine                                          40,000                                  100,000
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
Andrew Gluck                                             40,000                                  100,000
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
Rebecca Kiphart                                          40,000                                  100,000
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
Arthur Hill                                              50,000                                  125,000
---------------------------------------- -------------------------------------- --------------------------------------`



`The following information is required for each Investor.


                             Richard P. Kiphart

                                            C/o William Blair & Company
608 Elm Street                              222 W. Adams St
---------------------------------           ---------------------------------
Home Address                                Address for Sending Notices (if different)

Winnetka, IL 60093                          Chicago, IL 60606
---------------------------------           ---------------------------------
City, State and Zip Code                    City, State and Zip Code

847-441-5942                                312-364-8420
---------------------------------           ---------------------------------
Telephone No. (including area code)         Telephone No. (including area code)

###-##-####
---------------------------------
Social Security No. or Tax ID No.


                                David Valentine

                                            C/o UBS Warburg LLC
969 Park Avenue #11B                        677 Washington, Blvd
---------------------------------           ---------------------------------
Home Address                                Address for Sending Notices (if different)

New York, NY 10028                          Stanford, CT 06902
---------------------------------           ---------------------------------
City, State and Zip Code                    City, State and Zip Code

212-369-1799                                203-719-7152
---------------------------------           ---------------------------------
Telephone No. (including area code)         Telephone No. (including area code)

###-##-####
---------------------------------
Social Security No. or Tax ID No.





                                Andrew Gluck

847 W. Monroe #4A
-------------------------------             ---------------------------------
Home Address                                Address for Sending Notices (if different)

Chicago, IL 60607
---------------------------------           ---------------------------------
City, State and Zip Code                    City, State and Zip Code

312-421-0920
---------------------------------           ---------------------------------
Telephone No. (including area code)         Telephone No. (including area code)

###-##-####
---------------------------------
Social Security No. or Tax ID No.


                             Rebecca Kiphart


608 Elm Street
-------------------------------             ---------------------------------
Home Address                                Address for Sending Notices (if different)

Winnetka, IL 60093
---------------------------------           ---------------------------------
City, State and Zip Code                    City, State and Zip Code

847-441-5942
---------------------------------           ---------------------------------
Telephone No. (including area code)         Telephone No. (including area code)

###-##-####
---------------------------------
Social Security No. or Tax ID No.









                                 Arthur Hill

                                            C/o Arthur Hill & Co
687 Lincoln Ave                             900 Clark St
-------------------------------             ---------------------------------
Home Address                                Address for Sending Notices (if different)

Winnetka, IL 60093Evanston, IL 60201
---------------------------------           ---------------------------------
City, State and Zip Code                    City, State and Zip Code

847-446-3411                                847-570-4800
---------------------------------           ---------------------------------
Telephone No. (including area code)         Telephone No. (including area code)

###-##-####
---------------------------------
Social Security No. or Tax ID No.








---------------------------------           ---------------------------------
Mailing Address                             Address for Sending Notices (if different)


---------------------------------           ---------------------------------
City, State and Zip Code                    City, State and Zip Code


---------------------------------           ---------------------------------
Telephone  No. (including area code)        Telephone No. (including area code)


----------------------------------          ---------------------------------
Social Security No. or Tax ID No. of Trustee Contact Person of Trustee







         IN WITNESS WHEREOF, the undersigned Investors have hereunto executed this Agreement
on the day and year first above written.

                                                              ----------------------------------
                                                              Print Name

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


                                                              ----------------------------------
                                                              Print Name

                                                              -----------------------------------
                                                              Signature of Investor


                                                              -----------------------------------
                                                              Print Name

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


                                                              -----------------------------------
                                                              Print Name


                                                              -----------------------------------
                                                              Trustee


         The foregoing Subscription Agreement is accepted and agreed to by the Company
as of the date set forth below.

BOSTON BIOMEDICA, INC.


By:      ________________________________________
         Richard T. Schumacher, Chief Executive Officer

Date of Acceptance:        ______________________`