CONSENT
      AGREEMENT

    


    THIS
      CONSENT AGREEMENT (this “Agreement”) is made as of this 29th day of May 2007, by
      and among PRESSURE BIOSCIENCES, INC., a Massachusetts corporation formerly
      known
      as Boston Biomedica, Inc. (“PBI”), PBI SOURCE SCIENTIFIC, INC., a Massachusetts
      corporation formerly known as BBI Source Scientific, Inc. and a wholly-owned
      subsidiary of PBI (“PBI Source”), SOURCE SCIENTIFIC, LLC, a California limited
      liability company (the “Company”), BIT ANALYTICAL INSTRUMENTS, INC., a
      Massachusetts corporation (”BIT”), RICHARD W. HENSON, an individual (“Henson”),
      and BRUCE A. SARGEANT, an individual (“Sargeant”). Henson and Sargeant are
      sometimes individually referred to herein as a “Transferor” and are collectively
      referred to herein as the “Transferors”.

     

    Background

     

    WHEREAS,
      PBI Source transferred, sold and assigned 35 units of limited liability company
      membership interests (the “Units”) in the Company to each Transferor, and
      retained the remaining 30 Units (the “Retained Units”), pursuant to that certain
      LLC Membership Interest Purchase Agreement dated June 2, 2004 (the “Effective
      Date”), by and among PBI Source, PBI and the Transferors (the “Original Purchase
      Agreement”); and 

     

    WHEREAS,
      each Transferor, in consideration of his purchase and acquisition from PBI
      Source of his 35 Units, executed and delivered to PBI Source that certain
      Secured Nonrecourse Term Promissory Note dated June 2, 2004, executed by such
      Transferor in favor of PBI Source in the original principal amount of $450,000
      (each, a “Transferor Note”); and 

     

    WHEREAS,
      in connection with the Original Purchase Agreement, PBI Source and the
      Transferors entered into that certain Amended and Restated Operating Agreement
      of the Company, dated as of the Effective Date (the “Operating Agreement”),
      providing for the governance of the Company and the conduct of its business
      immediately after the consummation of the transactions contemplated by the
      Original Purchase Agreement; and

     

    WHEREAS,
      since the Effective Date, the Company has been providing certain manufacturing
      services to PBI, and in connection therewith, PBI has made available to the
      Company and each of the Transferors certain information concerning PBI which
      is
      non-public, confidential or proprietary in nature; and

     

    WHEREAS,
      pursuant to that certain Call Option Agreement dated June 2, 2004, by and among
      the Transferors and PBI Source (the “Call Option Agreement”), the Transferors
      have the option to purchase the Retained Units (the “Call Option”); and


     

    WHEREAS,
      each of the Transferors desires to transfer, assign, sell and deliver (the
      “Transfer”) to BIT all of his right, title and interest in and to 25 of his 35
      Units (collectively, the “Transferred Units”), pursuant to the terms of that
      certain LLC Membership Interest Purchase Agreement, dated as of May 29, 2007
      (the “Transfer Agreement”), by and among each of the Transferors and BIT;
      and

     

    WHEREAS,
      BIT desires to be admitted as a member of the Company and to be bound by the
      terms of that certain Second Amended and Restated Operating Agreement, dated
      as
      of May 29, 2007 (the “Restated Operating Agreement”), by and among each of the
      Transferors and BIT; and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    WHEREAS,
      each of PBI and PBI Source has determined that it is appropriate and in PBI
      Source’s best interest to approve the Transfer and certain of the other
      transactions contemplated by the Transfer Agreement. 

     

    Agreement

     

    NOW,
      THEREFORE, intending to be legally bound, and for other good and valuable
      consideration the receipt and sufficiency of which are hereby acknowledged,
      the
      parties agree as follows:

     

    1. Consent
      and Waiver.
      Pursuant to Section 7.1 of the Operating Agreement, PBI Source hereby consents
      to the Transfer of the Transferred Units to BIT pursuant to the Transfer
      Agreement. PBI Source also hereby waives its right of first refusal to purchase
      any of the Transferred Units as set forth in Section 7.6 of the Operating
      Agreement and any other right it may have in connection with the Transfer of
      the
      Transferred Units to BIT. Finally, pursuant to Section 11.10 of the Operating
      Agreement, PBI Source hereby consents to the amendment and restatement of the
      Operating Agreement, on the terms and subject to the conditions of the Restated
      Operating Agreement (the “Restatement”). Each of PBI Source, BIT and Transferors
      hereby acknowledge and agree that the Restatement shall be deemed to be
      effective concurrently with the closing of the purchase and sale of the Retained
      Units pursuant to Section 2.c. of this Agreement, and that upon the
      effectiveness of the Restatement, the Operating Agreement shall be superseded
      in
      its entirety by the Restated Operating Agreement such that the Operating
      Agreement shall thereafter be null and void without any further force or
      effect.

     

    2. Exercise
      of Call Option.
      Pursuant to Section 5 of the Call Option Agreement, Transferors are hereby
      making the election to exercise their Call Option and intend for this Agreement
      to serve as the Notice of Election referenced in Section 5 of the Call Option
      Agreement.

     

    a. Call
      Option Exercise Price.
      Pursuant to Sections 2(f) and 5 of the Call Option Agreement, Transferors and
      PBI Source acknowledge and agree that the Option Exercise Price with respect
      to
      all of the Retained Units is $578,572.50, or $289,286.25 per Transferor.
      Pursuant to Sections 2.2(b) and 5.1 of the Transfer Agreement, each Transferor
      hereby requests and instructs BIT, and BIT hereby accepts and agrees, to
      withhold $289,286.25 of the Purchase Price, as a Third Party Payment (as defined
      in the Transfer Agreement), and tender such amount directly to PBI Source by
      wire transfer of immediately available funds to an account designated by PBI
      Source as payment in full of the Option Exercise Price.

     

    b. Closing
      of Purchase and Sale.
      PBI
      Source hereby acknowledges and confirms that the Call Option is hereby being
      validly exercised by Transferors. Pursuant to Section 6 of the Call Option
      Agreement, PBI Source acknowledges and confirms its obligation to sell to
      Transferors the Retained Units, subject only to delivery by Transferors of
      the
      full amount of the Option Exercise Price, in the manner contemplated by Section
      2.a. of this Agreement, and Transferors’ satisfaction of the Transferor Notes,
      in the manner contemplated by Section 3 of this Agreement. Upon its receipt
      of
      the Option Exercise Price, PBI Source shall immediately deliver to each
      Transferor a certificate evidencing one-half (1/2) of the Retained Units, duly
      endorsed in blank or accompanied by written instruments of transfer in form
      satisfactory to Transferors, duly executed by PBI Source, free and clear of
      any
      Encumbrances (as defined in the Original Purchase Agreement).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    c. Effective
      Time of Purchase and Sale.
      The
      consummation of the purchase and sale of the Retained Units pursuant to this
      Section 2 shall take place by remote location coordinated from the offices
      of
      Manatt, Phelps & Phillips, LLP, 695 Town Center Drive, Fourteenth Floor,
      Costa Mesa, California 92626 on the Closing Date, but with an effective time
      immediately after the Closing (as such capitalized terms are defined in the
      Transfer Agreement).

     

    3. Payment
      of Transferor Notes.
      Each of
      the Transferors and PBI Source acknowledge and agree that the Transferors’
exercise of the Call Option is, pursuant to Section 4 of the Call Option
      Agreement, expressly conditioned upon the satisfaction in full of all of the
      Transferors’ obligations under their respective Transferor Note. Pursuant to
      Sections 2.2(b) and 5.1 of the Transfer Agreement, each Transferor hereby
      requests and instructs BIT, and BIT hereby accepts and agrees, to withhold
      $600,766.80 of the Purchase Price, as a Third Party Payment (as defined in
      the
      Transfer Agreement), and tender such amount on the Closing Date directly to
      PBI
      Source by wire transfer of immediately available funds to an account designated
      by PBI Source as payment in full of such Transferor’s Transferor Note and PBI
      Source agrees that the payment of such amount by BIT on behalf of each
      Transferor shall (a) satisfy all of such Transferor’s obligations under his
      Transferor Note, (b) terminate that certain LLC Membership Interest Pledge
      Agreement dated the Effective Date (the “Pledge Agreement”), by and between the
      Transferors, PBI Source and the Company, and (c) terminate the lien on the
      Retained Units created by the Pledge Agreement.

     

    4. Additional
      Acknowledgements.
      PBI
      Source acknowledges and agrees that except for the payments of the amounts
      set
      forth in Sections 2 and 3 of this Agreement, all conditions to closing on the
      purchase and sale of the Retained Units to the Transferors pursuant to the
      exercise of the Call Option pursuant to Section 2 of the Call Option Agreement
      have been satisfied, and that no other action other than the payments of the
      amounts set forth in Sections 2 and 3 of this Agreement is required with respect
      to the closing of the purchase and sale of the Retained Units to the Transferors
      pursuant to the exercise of the Call Option pursuant to Section 2 of the Call
      Option Agreement.

     

    5. Ownership
      of Certain Intellectual Property.
      

     

    a. Each
      of
      the Transferors, BIT and the Company hereby acknowledges and agrees that all
      right, title and interest in and to the Intellectual Property (as defined in
      Section 5.b.) are owned, and shall continue to be owned, exclusively by PBI,
      free and clear of any encumbrances, and no other person shall have any right
      or
      interest in or license to use or right to license others to use any of the
      Intellectual Property, except as specifically authorized by PBI. Notwithstanding
      the foregoing, PBI hereby duly grants the Company a fully-paid, royalty-free,
      perpetual non-exclusive license (the “Retained License”) to reuse, modify,
      display or extract any tools and know-how utilized by the Company in connection
      with work performed in connection with the Intellectual Property including,
      but
      not limited to source code, scripts, graphics, HTML code, class files, pseudo
      code, executable code, database schemas, or other related structures to be
      used
      in any manner the Company sees fit other than in connection with, directly
      or
      indirectly, the development, manufacture, marketing, sale, license or
      distribution of products or services which could reasonably be expected to
      compete with PBI’s products or services incorporating or utilizing the
      Intellectual Property.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    b. For
      purposes of this Section 5, the term “Intellectual Property” shall mean any
      patent, patent application, trademark or service mark, trademark or service
      mark
      application, trade name or copyright relating to or associated with the
“Pressure Cycling Technology” of PBI or any instrument or equipment utilizing
      such Pressure Cycling Technology, and all discoveries, developments, designs,
      improvements, inventions, formulas, software programs, processes, techniques,
      know-how, data, drawings, sketches, data, whether or not subject to any patent,
      patent application or copyright, relating to or associated with such Pressure
      Cycling Technology or any instrument or equipment utilizing such Pressure
      Cycling Technology. Any Intellectual Property developed by the Company or any
      Transferor shall be considered “works made for hire” and shall be owned
      exclusively by PBI. 

     

    c. To
      the
      extent that any Intellectual Property does not qualify as “works made for hire”,
      or to the extent any jurisdictions should fail to deem the Intellectual Property
      to be owned exclusively by PBI, subject to the Retained License, each of the
      Company and Transferors does hereby irrevocably and unconditionally assign
      to
      PBI all rights (including, without limitation, moral and sublicensing rights),
      title and interest in and to all such Intellectual Property. Each of the Company
      and Transferors shall execute and deliver to PBI such additional instruments
      (including patent applications, certificates of authorship, and other
      instruments appropriate for the protection and enforcement of intellectual
      property rights to PBI throughout the world), and take such other actions,
      as
      PBI may reasonably request to confirm, evidence or carry out the grants of
      rights contemplated under this Section 5. Each of the Company and Transferors
      hereby irrevocably appoints PBI and its duly authorized officers and agents
      as
      the Company’s and Transferors’ agent and attorney-in fact, to execute,
      acknowledge, verify and deliver any such document with the same legal force
      and
      effect as if done by each of the Company or any Transferor, as the case may
      be.


     

    6. Indemnification. 

     

    a. Each
      of
      the Transferors and the Company shall, jointly and severally, indemnify, hold
      harmless and defend PBI and PBI Source, their stockholders, directors, officers,
      employees and agents and their heirs, successors and assigns (collectively,
      the
“Indemnified Parties”) from and against any and all Damages that are incurred by
      the Indemnified Parties on or after the Effective Date and arise out of or
      are
      based upon, in whole or in part, the operation of the Company commencing on
      the
      Effective Date and any time thereafter. Notwithstanding the foregoing, neither
      the Transferors nor the Company shall have any obligations under this Section
      6.a. to indemnify, hold harmless or defend the Indemnified Parties to the extend
      that any such Damages result from the gross negligence, recklessness or willful
      misconduct of an Indemnified Party. For purposes of this Section 6, the term
      “Damages” shall mean all liabilities, damages, losses, taxes, assessments, costs
      and expenses (including, without limitation, reasonable attorneys’ and
      accountants’ fees and expenses) and any judgments or assessments, fines or
      penalties incurred, or settlements reached by any of the Indemnified Parties
      on
      or after the Effective Date, whether arising in contract, tort or otherwise,
      and
      whether or not arising from or incurred in or as a result of any demand, claim,
      action, suit, assessment or other proceeding.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    b. Whenever
      any claim shall arise for indemnification hereunder, the Indemnified
      Party
      shall
      promptly notify the other parties from whom indemnity may be sought under this
      Section 6 (the "Indemnifying
      Party"),
      of
      the claim and, when known, the facts constituting the basis for such claim;
      provided that the Indemnified Party's failure to give such notice shall not
      affect any rights or remedies of such Indemnified Party hereunder with respect
      to indemnification for Damages except to the extent that the Indemnifying Party
      is materially prejudiced thereby. In the event of any claim for indemnification
      hereunder resulting from or in connection with any claim or legal proceeding
      by
      a third party, the notice to the Indemnifying Party shall specify, if known,
      the
      amount or any estimate of the amount of the liability arising therefrom. Neither
      the Indemnified Party nor any Indemnifying Party shall settle or compromise
      any
      claim by a third party for which the Indemnified Party is entitled to
      indemnification hereunder, without the prior written consent of the other party
      (which shall not be unreasonably withheld).

     

    7. Competitive
      Products.
      Each of
      the Transferors, BIT and the Company agrees that he or it shall not, for a
      period of three (3) years following the date hereof, without the express prior
      written consent of PBI, (a) directly or indirectly, develop, manufacture or
      market any products, instruments or equipment for itself or anyone other than
      PBI and PBI Source that utilize PBI’s Pressure Cycling Technology, (b) directly
      or indirectly, develop, manufacture or market any products, instruments or
      equipment for itself of for any other person that extracts DNA, RNA, protein
      and
      small molecules from samples and/or inactivates pathogens that are competitive
      with any of PBI’s products, instruments or equipment utilizing PBI's Pressure
      Cycling Technology, and (c) directly or indirectly, whether alone or as an
      employee, officer, director, shareholder, agent, security holder, creditor,
      consultant or otherwise, solicit, attempt to solicit or otherwise influence
      or
      attempt to influence any of PBI’s customers or personnel (including but not
      limited to PBI’s employees, contractors, consultants or agents), with knowledge
      that such person is then one of PBI’s customers or personnel, not to do business
      with PBI and/or to apply for or accept any employment or consulting positions
      with a competitor of PBI.

     

    8. Confidentiality.
      

     

    a. For
      purposes of this Agreement, “Confidential Information” means any financial,
      statistical, business, technical, scientific, medical, copyrightable, and/or
      confidential or proprietary information relating to PBI’s business and includes,
      without limitation, the structure, composition, properties or activity of any
      of
      PBI’s products, processes or inventions, unpublished patent applications,
      marketing methods and plans, pricing information, manufacturing information
      and
      other unpublished information related to the business or the financial condition
      of PBI and its affiliates and business partners. Confidential Information shall
      include any of the foregoing information received by the Company, BIT or any
      Transferor since the Effective Date.

     

    b. Each
      of
      the Company, BIT and Transferors shall not disclose to any third party any
      Confidential Information or use any such Confidential Information other than
      as
      explicitly agreed by PBI. Each of the Company, BIT and Transferors shall
      obligate their respective personnel to keep such Confidential Information
      confidential by using the same care and discretion that it uses for its own
      confidential information, but no less than reasonable care.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    c. The
      obligations set forth in this Section 8 shall not apply to any information
      which
      (i) is published or otherwise becomes available to the general public through
      no
      fault of the receiving party; (ii) has been obtained by the receiving party
      from
      another party that had the right to disclose it; (iii) was in the receiving
      party’s possession without proprietary restrictions prior to the date of
      disclosure; (iv) the receiving party establishes that such information was
      developed without reference to or use of the Confidential Information or (v)
      is
      required to be disclosed pursuant to applicable law, provided that the receiving
      party shall, if feasible, give to PBI prior notice of such proposed disclosure
      and a reasonable opportunity to contest such disclosure and obtain a protective
      order against such disclosure. 

     

    d. At
      any
      time upon PBI’s request, the receiving party shall, at PBI’s discretion,
      promptly return to PBI or destroy all of the Confidential Information furnished
      to the receiving party by or on behalf of PBI, including all copies,
      reproductions, summaries or extracts thereof in any media whatsoever in the
      receiving party’s possession or control.

     

    e. Each
      of
      the Company, BIT and Transferors acknowledges that monetary damages may not
      be a
      sufficient remedy or protection for PBI in the event of a breach of these
      confidentiality obligations, and PBI shall be entitled to an injunction or
      other
      equitable relief prohibiting any such breach, in addition to such other rights
      and remedies as the aggrieved party may have as a result of any such
      breach.

     

    9. Releases.
      

     

    a. Each
      of
      the Company and Transferors (the “Company Releasors”), jointly and severally, on
      their own behalf, and on behalf of their respective successors, affiliates,
      heirs and assigns, as applicable, hereby fully releases, remises, acquits,
      and
      discharges forever, irrevocably and unconditionally, PBI and its affiliates,
      successors and assigns and its present and former directors, officers, members,
      securityholders, employees, agents, attorneys, representatives, successors,
      partners and assigns, as applicable (collectively, the “PBI Parties”) from,
      against and with respect to any and all actions, accounts, agreements, causes
      of
      action, complaints, charges, claims, covenants, contracts, costs, damages,
      demands, debts, defenses, duties, expenses, executions, fees, injuries,
      interest, judgments, liabilities, losses, obligations, penalties, promises,
      reimbursements, remedies, suits, sums of money, and torts of any kind and nature
      whatsoever, whether in law, equity, or otherwise, direct or indirect, fixed
      or
      contingent, foreseeable or unforeseeable, liquidated or unliquidated, known
      or
      unknown, matured or unmatured, absolute or contingent, determined or
      determinable (collectively, a “Claim”) which, except for fraud by PBI, PBI
      Source or any of their respective affiliates, the Company Releasors, and their
      respective successors, affiliates, heirs and assigns, as applicable, or anyone
      claiming through or under any of the Company Releasors, ever had or now has,
      or
      may hereafter have or acquire, against any of the PBI Parties arising out of
      or
      based upon (i) the Transferors’ purchase of interests in the Company pursuant to
      the Original Purchase Agreement, (ii) the operation of the Company since the
      Effective Date, (iii) the exercise of the Call Option as set forth in the Call
      Option Agreement, or (iv) the Operating Agreement. Nothing in this Section
      9.a.,
      however, shall alter, modify or otherwise affect any right of Transferors or
      the
      Company under and pursuant to that certain Non-Competition Agreement dated
      the
      Effective Date, by and among the Transferors, PBI and PBI Source.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    b. Each
      of
      PBI and PBI Source (the “PBI Releasors”), jointly and severally, on their own
      behalf, and on behalf of their respective successors, affiliates, heirs and
      assigns, as applicable, hereby fully releases, remises, acquits, and discharges
      forever, irrevocably and unconditionally, the Company and the Transferors and
      their respective affiliates, successors and assigns and their respective present
      and former directors, officers, members, securityholders, employees, agents,
      attorneys, representatives, successors, partners and assigns, as applicable
      (collectively, the “Company Parties”) from, against and with respect to any and
      all Claims which the PBI Releasors, and their respective successors, affiliates,
      heirs and assigns, as applicable, or anyone claiming through or under any of
      the
      PBI Releasors, ever had or now has, or may hereafter have or acquire, against
      any of the Company Parties arising out of or based upon (i) the Transferors’
purchase of interests in the Company pursuant to the Original Purchase
      Agreement, (ii) the operation of the Company, except for fraud or to the extent
      the basis of any such Claim would require PBI to restate any of its financial
      statements as determined by PBI’s registered public accounting firm, (iii) under
      the Operating Agreement, except for fraud or to the extent the basis of any
      such
      Claim would require PBI to restate any of its financial statements as determined
      by PBI’s registered public accounting firm or (iv) the exercise of the Call
      Option as set forth in the Call Option Agreement; provided, however, this
      release does not cover any Claims which the PBI Releasors, or their respective
      successors, affiliates, heirs and assigns, as applicable, or anyone claiming
      through or under any of the PBI Releasors, ever had or now has, or may hereafter
      have or acquire, against any of the Company Parties arising out of or based
      upon
      any services the Company has provided or may provide to PBI or PBI
      Source.

     

    c. Notwithstanding
      anything in this Section 9 to the contrary, neither the PBI Releasors nor the
      Company Releasors is releasing claims relating to the enforcement,
      interpretation, or breach of this Agreement.

     

    10. Miscellaneous.

     

    a.  This
      Agreement, together with the agreements expressly referenced herein, constitute
      the entire agreement of the parties with respect to the subject matter hereof
      and supersedes any and all prior written or oral communications and agreements,
      and all contemporaneous oral communications among the parties concerning the
      subject matter hereof.

     

    b.  No
      provision of this Agreement may be amended, changed or modified in any manner,
      orally or otherwise, except by an instrument in writing signed by all of the
      parties.

     

    c.  This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their respective successors and assigns. No party may assign any of their
      respective rights or obligations under this Agreement without the express prior
      written consent of all of the other parties.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    d.  This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      Commonwealth of Massachusetts, without giving effect to principles of conflicts
      of law of any jurisdiction.

     

    e.  This
      Agreement may be executed in counterparts, each of which shall be deemed an
      original but all of which together shall constitute one and the same instrument,
      and in pleading or proving any provision of this Agreement, it shall be
      necessary to produce more than one such counterpart.

     

    f.  If
      any
      term or provision of this Agreement or the application thereof to any person
      or
      circumstances shall to any extent be invalid or unenforceable, then the
      remainder of this Agreement or the application of such term or provision to
      persons or circumstances other than those as to which it is held invalid or
      unenforceable, shall not be affected thereby, and each term and provision of
      this Agreement shall be valid and enforced to the fullest extent permitted
      by
      law.

     

    g.  As
      used
      in this Agreement, all pronouns and any variations thereof shall refer to the
      masculine, feminine or neuter, singular or plural, as the identity of the person
      or entity may require.

     

    h.  Headings
      and captions herein are inserted for convenience, do not constitute a part
      of
      this Agreement, and shall not be admissible for the purpose of proving the
      intent of the parties.

     

    i.  Each
      party shall take such actions as any other party reasonably may request to
      evidence or effectuate the purpose of this Agreement.

     

    [Signature
      Page Follows]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
      first above written.

     

    


    
      	 	
              PBI
                SOURCE SCIENTIFIC, INC.,

              a
                Massachusetts corporation

               

               

              By: /s/
                Richard T. Schumacher 

              Name:
                Richard T. Schumacher

              Title:
                President and CEO

            


    

    


    
      	 	
              PRESSURE
                BIOSCIENCES, INC.

              a
                Massachusetts corporation

               

               

              By: /s/
                Richard T. Schumacher 

              Name:
                Richard T. Schumacher

              Title:
                President and CEO

            


    

    


    
      	 	
              SOURCE
                SCIENTIFIC, LLC,

              a
                California Limited Liability Company

               

               

              By: /s/
                Richard W. Henson  

              Name:
                Richard W. Henson

              Title:
                CEO

            


    

    


    
      	 	
              BIT
                ANALYTICAL INSTRUMENTS, INC.,

              a
                Massachusetts corporation

               

               

              By: /s/
                Marius Balger 

              Name:
                Marius Balger

              Title:
                President

            


    

    


    
      	 	
              “TRANSFERORS”:

               

               

              /s/
                Richard W. Henson  

              Richard
                W. Henson

            
	 	
               

               

              /s/
                Bruce A. Sargeant  

              Bruce
                A. Sargeant