EXECUTION


                           FIRST AMENDED AND RESTATED
                            COMMERCIAL LOAN AGREEMENT

                                  By and Among

                                BANKBOSTON, N.A.
                    (f/k/a The First National Bank of Boston)
                                  as the Lender

                                       and

               BOSTON BIOMEDICA, INC. AND ALL OF ITS SUBSIDIARIES
                                as the Borrowers




                           Dated: As of June 30, 1999

246472-5


<PAGE>


                           FIRST AMENDED AND RESTATED
                            COMMERCIAL LOAN AGREEMENT
                            -------------------------

                                TABLE OF CONTENTS
                                -----------------

                                                                           Page
                                                                           ----

Preamble.................................................................

Section 1 - Definitions; Use of Terms; Incorporation by Reference
---------

Section 2 - Establishment of  Revolving Line of Credit
---------

2.1      Revolving Line of Credit
2.2      Revolving Credit Borrowing Base
2.3      Interest Rate on Loans
2.4      Repayment of Loans
2.5      Fees

         2.5.1    Facility Fee
         2.5.2    Restructuring Fee

2.6      Use of Proceeds
2.7      Loan Advances
2.8      Other Advances and Payments
2.9      Loan Statements
2.10     Review of  Line of Credit

Section 2A - Letters of Credit
----------

2A.1     Letters of Credit
2A.2     Procedure for Issuance of Letters of Credit
2A.3     Fees and Charges
2A.4     Reimbursement Obligations
2A.5     Obligations Absolute

Section 3 - Representations, Covenants and Warranties
---------

3.1      General Representations, Covenants and Warranties

         3.1.1    Business
         3.1.2    Due Organization and Existence; Authorization
         3.1.3    Articles of Organization; Stock; Accurate Records
         3.1.4    Binding Documents; Violation of Other Agreements
         3.1.5    Title To Assets; Security Interests and Mortgages; Leases;
                           Royalties
         3.1.6    Investments
         3.1.7    Litigation; Outstanding Orders
         3.1.8    Financial Statements Delivered
         3.1.9    Other Liabilities; Tax Returns; No Adverse Changes

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<PAGE>

         3.1.10   No Agency Between Borrower and Lender
         3.1.11   Regulation U
         3.1.12   ERISA
         3.1.13   Necessary Permits and Licenses
         3.1.14   Governmental Approvals Not Required
         3.1.15   Adequate Financing
         3.1.16   No Event of Default
         3.1.17   Compliance with Leases
         3.1.18   Subsidiaries
         3.1.19   Compliance with Certain Environmental Laws
         3.1.20   Recent Changes of Name or Structure
         3.1.21   Payment of Wages
         3.1.22   Year 2000 Problem

3.2      Certain Affirmative Covenants

         3.2.1    Payment of Obligations
         3.2.2    Books and Records
         3.2.3    Inspection
         3.2.4    Commercial Purposes
         3.2.5    Notice of Adverse Matters
         3.2.6    Principal Lending Business
         3.2.7    Maintenance of Corporate Existence; Compliance with Laws
         3.2.8    Payment of Taxes and Filing of Returns
         3.2.9    Maintenance of Property and Assets
         3.2.10   Collection Costs; Legal Fees; etc.
         3.2.11   Insurance
         3.2.12   Further Agreements; Compliance with Other Agreements;
                  Payment of Other Obligations; Tax Returns; Notice of
                  Litigation and of Events of Default
         3.2.13   Certain Environmental Matters
         3.2.14   Changes in Master Disclosure Schedule
         3.2.15   Pledge of After Acquired Property
         3.2.16   New Subsidiaries

3.3      General Negative Covenants

         3.3.1    Other Debt
         3.3.2    Payment of Dividends
         3.3.3    Loans by the Borrower
         3.3.4    Investments
         3.3.5    Mergers
         3.3.6    Sales of Assets
         3.3.7    Negative Pledge
         3.3.8    No Liens; Permitted Encumbrances
         3.3.9    Continuance of Business

Section 4 - Financial and Reporting Covenants
---------

                                      -3-
<PAGE>


4.1      Reporting Covenants

         4.1.1    Quarterly Financial Statements
         4.1.2    Annual Financial Statements
         4.1.3    Compliance Certificate
         4.1.4    Borrowing Base Certificate
         4.1.5    Other Information

4.2      Financial Covenants
4.3      Limitation of Changes in Fiscal Year

Section 5 - Conditions of Closing
---------

Section 6 - Events of Default
---------

Section 7 - Remedies
---------

7.1      General Remedies
7.2      Cumulative Remedies

Section 8 - Waiver; Termination
---------

8.1      Waiver By The Borrower
8.2      Lender's Option To Waive

Section 9 - Miscellaneous
---------

9.1      Deposits As Collateral; Set-Off
9.2      Survival of Covenants; Binding Effect
9.3      Termination of Agreement
9.4      Conflict of Terms
9.5      Prior Discussions; Amendments in Writing; Counterparts;
         Filing As Financing Statement
9.6      General Indemnification
9.7      Destruction of Documents; Jurisdiction
9.8      Notices
9.9      Application of Proceeds
9.10     Continuance of Defaults
9.11     Severability
9.12     Headings
9.13     Governing Law; Sealed Instrument
9.14     Force Majeure
9.15     Joint and Several
9.16     Interpretation of Agreement


Master Disclosure Schedule
--------------------------
Exhibit A                                   Form of Note
Exhibit B                                   Form of Security Agreement

Schedule 4.1.3                      Compliance Certificate


                                      -4-
<PAGE>

Schedule 4.1.4                      Borrowing Base Certificate
Schedule 5(d)                               List of Lien Searches


                                      -5-
<PAGE>


                           FIRST AMENDED AND RESTATED
                            COMMERCIAL LOAN AGREEMENT

         This  FIRST  AMENDED  AND  RESTATED  COMMERCIAL  LOAN  AGREEMENT  (this
"Agreement")  is  entered  into as of June 30,  1999,  by and among  (a)  BOSTON
-----------
BIOMEDICA,   INC.,  a  Massachusetts   corporation   ("BBI"),  (b)  all  of  the
                                                       ---
SUBSIDIARIES of BBI which are signatories  hereto (said  Subsidiaries,  together
with  BBI and any and all  other  Subsidiaries  which  in  accordance  with  the
provisions of subsection  3.2.17 of this  Agreement,  may hereafter from time to
time become parties to this  Agreement,  are hereinafter  sometimes  referred to
collectively  as the  "Borrowers"  and  each  singly  as a  "Borrower")  and (c)
                       ---------                             ---------
BANKBOSTON,  N.A., a national banking association (f/k/a The First National Bank
of Boston)(together with its successors and assigns, the "Lender").
                                                          ------

                             Preliminary Statements:
                             ----------------------

         A. Pursuant to the provisions of a certain  Commercial  Loan Agreement,
dated as of March 28, 1997 (the  "Existing  Loan  Agreement"),  by and among the
                                  -------------------------
Lender and the  Borrowers,  the Lender  has agreed to lend  certain  sums and to
extend certain credit to or for the benefit of the Borrowers; and

         B. The  Borrowers  now request  that the  Existing  Loan  Agreement  be
amended and restated in its entirety as provided for herein; and

         C. The  Lender  is  willing  to amend and  restate  the  Existing  Loan
Agreement in its entirety in the manner provided for herein,  all upon the terms
and conditions contained herein;

         NOW,  THEREFORE,  in consideration  of the mutual  covenants  contained
herein,  and  for  other  good  and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged,  the parties hereto agree that the
Existing  Loan  Agreement  is hereby  amended and  restated  in its  entirety as
follows:

                                    SECTION 1

                           DEFINITIONS; USE OF TERMS;
                           INCORPORATION BY REFERENCE
                           --------------------------
         1.1 Definitions.  As used in this Agreement,  the following terms shall
             -----------
have the meanings given to such terms as set forth below:

                  "Accounts":  all of "accounts" (as such term is defined in the
                   --------
         UCC)  of  each  Borrower,  and to  the  extent  not  included  in  such
         definition,  shall also mean and include all accounts receivable,  book
         debts, notes, drafts and other forms of obligations or indebtedness now
         owned or  hereafter  received or acquired by or  belonging  or owing to
         such Borrower whether arising out of personal  property owned or leased
         by it,  Goods sold by it or  services  rendered by it or from any other
         transaction,  whether or not the same  involves  the lease of  personal
         property,  sale of  Goods  or  performance  of  services  by each  such
         Borrower  (including,   without  limitation,  any  such  obligation  or
         indebtedness  which  would  be  characterized  as an  account,  General
         Intangible or Chattel Paper under the Uniform Commercial Code in effect
         in any  jurisdiction) and all of each such Borrower's rights in, to and
         under all purchase  orders now owned or hereafter  received or acquired
         by it for Goods or services,  and all of each such Borrower's rights to
         any Goods  represented by any of the foregoing  (including  returned or
         repossessed  Goods and unpaid seller's rights) and all moneys due or to
         become due to each such  Borrower  under all  contracts for the


                                      -6-
<PAGE>

         sale of Goods and/or the  performance of services by it (whether or not
         yet earned by  performance),  in each case  whether now in existence or
         hereafter arising or acquired including,  without limitation, the right
         to receive the proceeds of said  purchase  orders and contracts and all
         collateral security and guarantees of any kind given by any Person with
         respect to any of the foregoing.

                  "Application":  an application, in such form as the Lender may
                   -----------
         specify from time to time, to open a Letter of Credit.

                  "Bankruptcy Code": as defined in subsection 6.7.1 below.
                   ---------------

                  "Base Rate Loan": as defined in Schedule 1 of the Note.
                   --------------

                  "BBI":  as defined in the first paragraph on the first page of
                   ---
         this Agreement.

                  "BBIBRL":   BBI  Biotech   Research   Laboratories,   Inc.,  a
                   ------
         Massachusetts  corporation  which is a Subsidiary of BBI and a party to
         this Agreement.

                  "BBICL":  BBI Clinical  Laboratories,  Inc.,  a  Massachusetts
                   -----
         corporation which is a Subsidiary of BBI and a party to this Agreement.

                  "BBISS":   BBI  Source   Scientific,   Inc.,  a  Massachusetts
                   -----
         corporation which is a Subsidiary of BBI and a party to this Agreement.

                  "Borrower":  as  defined in the first  paragraph  on the first
                   --------
         page of this Agreement.

                  "Business Day": any day excluding Saturday, Sunday and any day
                   ------------
         which  is a  legal  holiday  under  the  laws  of The  Commonwealth  of
         Massachusetts, or is a day on which banking institutions located in The
         Commonwealth of Massachusetts  are required or authorized by applicable
         law to be closed.

                  "Capital  Expenditures":  as to any Person for any period, the
                   ---------------------
         aggregate amount paid or accrued by such Person for the rental,  lease,
         purchase  (including  by way  of the  acquisition  of  securities  of a
         Person),  construction or use of any property  during such period,  the
         value or cost of which, in accordance  with GAAP,  would appear on such
         Person's consolidated balance sheet in the category of property,  plant
         or equipment at the end of such period,  excluding any such expenditure
         made to restore,  replace or rebuild  property to the condition of such
         property  immediately  prior  to  any  damage,  loss,   destruction  or
         condemnation of such property,  to the extent such  expenditure is made
         with insurance  proceeds or  condemnation  awards  relating to any such
         damage, loss, destruction or condemnation.

                  "Capitalized Lease": any lease of property,  real or personal,
                   -----------------
         the  obligations  of the  lessee in respect  of which are  required  in
         accordance  with  GAAP to be  capitalized  on a  balance  sheet  of the
         lessee.

                  "Closing Date": the date on which the conditions precedent set
                   ------------
         forth in Section 5 shall be  satisfied or waived (but in no event later
         than August 31, 1999).

                  "Commercial  Letter  of  Credit":  as  defined  in  subsection
                   ------------------------------
         2A.1(b)(i)(1) below.



                                      -7-
<PAGE>

                  "Compliance  Certificate":  as  defined  in  subsection  4.1.3
                   -----------------------
         below.

                  "Consolidated  Debt Service Ratio":  for any period, the ratio
                   --------------------------------
         of:

                           (a) the sum of the Consolidated  Operating Income for
                  such period, plus any depreciation and amortization,  plus any
                  payments made by any Borrower on any  Operating  Leases during
                  such period, plus any proceeds which any Borrower has received
                  from  any  long  term  debt  (including   advances  under  the
                  Revolving Line of Credit) and in each case used to finance any
                  of its Capital  Expenditures  during such period, plus any and
                  all  equity  capital  raised  during  1999  (but only for 1999
                  fiscal  periods),  minus any payments made by any Borrower for
                  any Federal, state, local and foreign income taxes incurred by
                  such Borrower  during such period,  minus any payments made by
                  any Borrower for Capital  Expenditures during such period, all
                  as determined on a consolidated basis in accordance with GAAP,
                  to

                           (b) the sum of Consolidated Interest Expense for such
                  period,  plus any  mandatory  payments made by any Borrower on
                  any  long  term  debt  (including  without   limitation,   any
                  Capitalized Leases) during such period, plus any payments made
                  by any Borrower on Operating Leases during such period, all as
                  determined on a consolidated basis in accordance with GAAP.

                  "Consolidated Interest Expense": for any period, the aggregate
                   -----------------------------
         interest  expense of the  Borrowers  for such period as determined on a
         consolidated basis in accordance with GAAP.

                  "Consolidated Operating Income": for any period, the operating
                   -----------------------------
         income of the Borrowers for such period as determined on a consolidated
         basis in accordance with GAAP.

                  "Consolidated   Tangible   Net   Worth":   at  any   date   of
                   -------------------------------------
         determination,  the  sum  of  the  aggregate  tangible  assets  of  the
         Borrowers  after having  excluded (a) the book value of all  Intangible
         Assets  of the  Borrowers  and (b)  all  liabilities  of the  Borrowers
         (including  all  deferred  income  taxes),   all  as  determined  on  a
         consolidated basis in accordance with GAAP consistently applied.

                  "Consolidated   Total    Liabilities":    at   any   date   of
                   -----------------------------------
         determination,  all Indebtedness  (including  without  limitation,  all
         Obligations)  of  the  Borrowers  at  such  date  of  determination  as
         determined on a consolidated basis in accordance with GAAP.

                  "Default": an Event of Default or event or condition that, but
                   -------
         for the requirement that time elapse or notice be given, or both, would
         constitute an Event of Default.

                  "Eligible  Accounts":   all  Eligible  Domestic  Accounts  and
                   ------------------
         Eligible Foreign Accounts.

                  "Eligible  Domestic  Accounts":   all  Accounts,   other  than
                   ----------------------------
         Accounts which are: (a) outstanding more than ninety (90) days from the
         date of invoice or issuance, whichever is earlier; (b) based on payment
         terms other than those which are usual and customary to the business of
         the  Borrowers;  (c) owed by any  account  debtor  located  outside the
         United States;  (d) due from any Borrower or from any past,  present or
         future  Affiliate of any Borrower;  (e) due from any account  debtor if
         more than Twenty Percent (20%) of the aggregate  amount of Accounts due
         from such account debtor are otherwise  excluded from the definition of
         "Eligible  Accounts;"  (f) due from a Person  who is the  subject  of a
         voluntary  or  involuntary  bankruptcy,   insolvency,


                                      -8-
<PAGE>



         reorganization,   liquidation   or  other  debt  relief  or  adjustment
         proceeding,  including an assignment  for the benefit of its creditors;
         (g) due from any  account  debtor  which  holds or is  entitled  to any
         claim,  counterclaim,  setoff or  chargeback  or which has the right to
         return to any Borrower  for credit or refund,  the goods giving rise to
         such  account;  (h) due from account  debtors with respect to which any
         Borrower  is an  account  debtor;  (i)  based  on any  sale  made  on a
         so-called  "bill and hold"  basis if the  Lender has not  received  any
         written  evidence from both the applicable  Borrower and account debtor
         that such  sale is being  made on a "bill  and  hold"  basis,  it being
         understood  by the parties  hereto that such written  evidence  must be
         acceptable in all respects to the Lender; (j) based on any sale made on
         a so-called  "delayed shipping" or "dating" basis; or (k) determined by
         the Lender, in the exercise of its commercially reasonable judgment, to
         be difficult to collect,  to be of diminished or uncertain value, or in
         which the Lender may not have a perfected security interest pursuant to
         the provisions of the Security Documents.

                  "Eligible  Equipment":  any Borrower's Equipment which is held
                   -------------------
         by, and in the actual  possession  of,  such  Borrower  (and not in the
         possession  of any  Person  other  than such  Borrower),  and which are
         determined,  from time to time by the  Lender,  in the  exercise of its
         reasonable judgment, to be acceptable for purposes of making the Loans.

                  "Eligible  Finished   Inventory":   any  Borrower's  Inventory
                   ------------------------------
         consisting  of  finished  goods  which are held by,  and in the  actual
         possession  of, such Borrower (and not in the  possession of any Person
         other than such Borrower) for sale,  license, or lease, or furnished or
         to be furnished by such  Borrower  under  contracts of sale or service,
         and  which are  determined,  from  time to time by the  Lender,  in the
         exercise of its reasonable  judgment,  to be acceptable for purposes of
         making the Loans.

                  "Eligible Foreign Accounts": all Accounts, other than Accounts
                   -------------------------
         which are: (a) outstanding  more than ninety (90) days from the date of
         invoice or issuance,  whichever is earlier;  (b) based on payment terms
         other than those which are usual and  customary  to the business of the
         Borrowers; (c) owed by any account debtor located in the United States;
         (d) due from any Borrower or from any past, present or future Affiliate
         of any  Borrower;  (e) due from any account  debtor if more than Twenty
         Percent (20%) of the aggregate amount of Accounts due from such account
         debtor  are  otherwise   excluded  from  the  definition  of  "Eligible
         Accounts;"  (f) due from a Person who is the subject of a voluntary  or
         involuntary  bankruptcy,  insolvency,  reorganization,  liquidation  or
         other debt relief or adjustment proceeding, including an assignment for
         the benefit of its creditors;  (g) due from any government  entity; (h)
         due from any  account  debtor  which holds or is entitled to any claim,
         counterclaim,  setoff or chargeback or which has the right to return to
         any  Borrower  for  credit or  refund,  the goods  giving  rise to such
         account;  (i) due from  account  debtors  with  respect  to  which  any
         Borrower  is an  account  debtor;  (j)  based  on  any  sale  made  on,
         so-called,  "delayed shipping",  "bill and hold", or "dating" basis; or
         (k)  determined  by the Lender,  in the  exercise  of its  commercially
         reasonable judgment, to be difficult to collect, to be of diminished or
         uncertain  value,  or in which  the  Lender  may not  have a  perfected
         security interest pursuant to the provisions of the Security Documents.

                  "Eligible   Inventory":   all  Eligible  Finished   Inventory,
                   --------------------
         Eligible   Work-In-Process   Inventory   and  Eligible  Raw   Materials
         Inventory.

                  "Eligible Raw Materials  Inventory":  any Borrower's Inventory
                   ---------------------------------
         consisting  of raw  materials  which  are  used  or  consumed  in  such
         Borrower's  business,  and  which  are  held  by,  and  in  the  actual
         possession  of, such Borrower (and not in the  possession of any Person
         other than

                                      -9-
<PAGE>

         such  Borrower)  and  which  are  determined,  from time to time by the
         Lender,  in the exercise of its reasonable  judgment,  to be acceptable
         for purposes of making the Loans.

                  "Eligible Work-In-Process Inventory": any Borrower's Inventory
                   ----------------------------------
         consisting of  work-in-process  materials which are used or consumed in
         such  Borrower's  business,  and which are held by,  and in the  actual
         possession  of, such Borrower (and not in the  possession of any Person
         other than such Borrower) and which are  determined,  from time to time
         by the  Lender,  in the  exercise  of its  reasonable  judgment,  to be
         acceptable for purposes of making the Loans.

                  "Equipment":  any  Borrower's  "equipment"  as  such  term  is
                   ---------
         defined in the UCC, and to the extent not included in such  definition,
         shall also mean and include all motor vehicles  (whether or not subject
         to motor vehicle registration),  rolling stock,  machinery,  furniture,
         office  equipment,  plant  equipment,  fixtures,  tools,  spare  parts,
         accessories,  dies, molds and all other like goods, property and assets
         owned now or  hereafter by such  Borrower and used in the  operation or
         furtherance of such Borrower's business.

                  "Event of Default": as defined in Section 6 below.
                   ----------------

                  "Existing  Loan  Agreement":  as  defined  in the  Preliminary
                   -------------------------
         Statements of this Agreement.

                  "Facility Fee": as defined in subsection 2.5.1 below.
                   ------------

                  "Financial Covenants": as defined in subsection 4.2 below.
                   -------------------

                  "Financing  Instruments":  any and all  agreements  (including
                   ----------------------
         this Agreement),  Instruments,  Documents, and other writings including
         without  limitation,   security  agreements   (including  the  Security
         Agreement),  loan  agreements,  notes,  guarantees,  letters  of credit
         (including  the  Letters  of  Credit  and the  Applications  therefor),
         mortgages,  deeds  of  trust,  collateral  assignments,   subordination
         agreements,  contracts,  notices,  leases, financing statements and all
         other written matter, whether heretofore, now, or hereafter executed by
         or on behalf of any Borrower and  delivered to the Lender in connection
         with the  transactions  described  in this  Agreement  or  contemplated
         hereby,  together with all agreements and documents referred to therein
         or contemplated thereby.

                  "GAAP": generally accepted accounting principles in the United
                   ----
         States  of  America  in  effect  from  time  to  time  (subject  to the
         provisions of the last paragraph of subsection 4.2).

                  "Indebtedness":   of  any   Person   at  any   date,   without
                   ------------
         duplication,  (a) all indebtedness of such Person for borrowed money or
         the deferred purchase price of property or services (other than current
         trade  liabilities  incurred in the  ordinary  course of  business  and
         payable  in  accordance  with  customary  practices),   (b)  any  other
         indebtedness  of such  Person  which  is  evidenced  by a  note,  bond,
         debenture or similar  instrument,  (c) all  obligations  of such Person
         under Capitalized  Leases or Operating  Leases,  (d) all obligations of
         such Person in respect of acceptances issued or created for the account
         of  such  Person  and (e)  all  indebtedness  of  others  of the  types
         described in (a) through (d) above  secured by any Lien on any property
         owned by such  Person  even  though  such  Person  has not  assumed  or
         otherwise  become  liable for the payment  thereof  (the amount of such
         indebtedness  with respect to such Person being deemed to be the lesser
         of the value of such property or the amount of  indebtedness  of others
         so secured).



                                      -10-
<PAGE>

                  "Indemnified Party": as defined in subsection 9.6 below.
                   -----------------

                  "Intangible  Assets":  any  and all  goodwill,  organizational
                   ------------------
         expense,  licenses,  patents,   trademarks,   tradenames,   copyrights,
         capitalized  research and development  expenses,  deferred charges, and
         all other intangible assets.

                  "Interest  Rate  Protection  Contracts":  interest  rate  swap
                   -------------------------------------
         agreements,  interest  rate  collar  agreements,  options on any of the
         foregoing and any other agreements or arrangements  designed to provide
         protection  against  fluctuations  in  interest  rates,  in  each  case
         purchased  by any  Borrower  from a lender  with  respect  to Loans and
         approved by the Lender.

                  "Investment":  the  purchase  or  acquisition  of any share of
                   ----------
         capital stock, partnership interest,  evidence of Indebtedness or other
         equity  security of any other Person  (including any  Subsidiary),  any
         loan, advance or extension of credit (excluding  Accounts and costs and
         estimated earnings in excess of billings arising in the ordinary course
         of business)  to, or  contribution  to the capital of, any other Person
         (including  any   Subsidiary),   any  real  estate  held  for  sale  or
         investment,  any securities or commodities  futures contracts held, any
         other  investment in any other Person  (including any other  Borrower),
         and the making of any  commitment or  acquisition of any option to make
         an Investment.

                  "Inventory":  all  "inventory"  as such term is defined in the
                   ---------
         UCC, and to the extent not included in such definition, shall also mean
         and include any and all of the  following  owned by any  Borrower:  any
         Goods, wares, merchandise, raw materials, supplies, components, work in
         process,  finished  goods  and  all  packaging,  advertising,  shipping
         material, labels and other devices, names, or marks affixed thereto for
         purpose of selling the same;  tangible  personal  property held by such
         Borrower for processing, sale, license, or lease, or furnished or to be
         furnished by such Borrower under  contracts of sale or service or to be
         used or consumed in such Borrower's  business;  items referred to above
         which are in transit, returned, rejected, repossessed or detained.

                  "IRC":  the  Internal  Revenue Code of 1986,  as amended,  and
                   ---
         regulations  as  promulgated   and  in  effect,   from  time  to  time,
         thereunder.

                  "Lender":  as defined in the first paragraph on the first page
                   ------
         of this Agreement.

                  "Letters  of  Credit":  collectively,  Commercial  Letters  of
                   -------------------
         Credit and Standby Letters of Credit.

                  "LIBOR Loan": as defined in Schedule 1 of the Note.
                   ----------                 ----------

                  "Liens": any and all: mortgages,  pledges, security interests,
                   -----
         encumbrances,  liens, or charges of any kind including, but not limited
         to, agreements to give any of the foregoing; conditional sales or other
         title  retention  agreements  or  devices,  or any leases in the nature
         thereof;  and the  filing  of,  or  agreement  to give,  any  financing
         statement under the Uniform Commercial Code of any jurisdiction.

                  "Loans": as defined in subsection 2.1 below.
                   -----

                  "Main Operating Account": as defined in subsection 2.7 below.
                   ----------------------

                                      -11-
<PAGE>

                  "Margin Stock": as defined in subsection 3.1.11 below.
                   ------------

                  "Master Disclosure  Schedule":  as defined in subsection 3.1.1
                   ---------------------------
         below.

                  "Maturity Date": June 30, 2001.
                   -------------

                  "Note":  a  certain  First  Amended  and  Restated  Commercial
                   ----
         Revolving  Promissory  Note,  from the  Borrowers,  made payable to the
         order of the Lender,  in the face amount of  Revolving  Credit  Maximum
         Amount,  substantially  in the  form of  Exhibit  A, as the same may be
         hereafter amended,  modified,  substituted,  extended or restated, from
         time to time.

                  "Obligations": any and all Indebtedness,  liabilities, duties,
                   -----------
         undertakings,  covenants and agreements  (including those of payment or
         of performance) of each of the Borrowers to the Lender or any affiliate
         of the Lender,  all of every kind, nature and description,  and arising
         pursuant  to the  terms  of the  Financing  Instruments  or  otherwise,
         including, without limitation:

                           (a) each  Borrower's  liability  to repay the  Loans,
                  together with the payment of all interest and other monies due
                  pursuant   to  the  terms  of  the  Note,   and  any  and  all
                  substitutions, renewals, extensions, amendments and rewritings
                  of the Loans or the Note and all present  and future  advances
                  made  thereunder  and including  all Interest Rate  Protection
                  Contracts;

                           (b) the faithful  performance  and observance by each
                  Borrower of all agreements, covenants and conditions contained
                  in  this  Agreement  and  in  each  of  the  other   Financing
                  Instruments; and

                           (c)  any  and  all  such  Indebtedness,  liabilities,
                  duties,  undertakings,  covenants and  agreements due to or in
                  favor of the Lender, whether or not the same are: now existing
                  or hereafter arising;  imposed by agreement or by operation of
                  law; due or not due,  absolute or  contingent,  liquidated  or
                  unliquidated,   voluntary  or  involuntary;   evidenced  by  a
                  writing;  presently  contemplated by the parties; the joint or
                  the several  liabilities of any Borrower;  direct or indirect;
                  related  or  unrelated  to the  transactions  described  in or
                  contemplated  by the  Financing  Instruments;  liabilities  or
                  undertakings of any Borrower as surety,  guarantor or endorser
                  with  respect to  obligations  of one or more  other  parties;
                  specifically  described  as  secured or  unsecured;  hereafter
                  acquired  by the  Lender  by  assignment,  other  transfer  or
                  operation  of law;  the result of any  transaction  whatsoever
                  between any Borrower and the Lender; or by reason of any cause
                  of action which the Lender may have against any Borrower.

                  "Operating Lease":  any lease of personal (non-Real  Property)
                   ---------------
         property, the obligations of the lessee in respect of which may not, in
         accordance with GAAP, be capitalized on a balance sheet of the lessee.


                  "Permitted    Acquisition":    any    domestic    corporation,
                   ------------------------
         partnership,  limited liability company, joint venture or other form of
         domestic  entity that is engaged in the business of any Borrower or any
         business reasonably related or complimentary thereto.

                  "Permitted Acquisition Venture": any Investment in a Permitted
                   -----------------------------
         Acquisition  for which (a) any Borrower  has  provided  the Lender,  in
         advance of such Acquisition, with all of the


                                      -12-
<PAGE>

         material  information,  reports,  financial  statements  and any  other
         material  used  by such  Borrower  to  determine  the  suitability  and
         prudence of such  Investment;  and (b) any Borrower has  satisfied  the
         Lender that such Investment will not result in such Borrower failing to
         meet  any of the  Financial  Covenants  contained  in  subsections  4.2
         hereof.

                  "Permitted Liens": as defined in subsection 3.3.8 below.
                   ---------------

                  "Persons":    any   and   all    individuals,    corporations,
                   -------
         partnerships,  joint  stock  associations,  business  or other  trusts,
         governments or any agencies or  subdivisions  thereof,  joint ventures,
         limited  liability  companies  or  partnerships,  or other  entities or
         associations whatsoever.

                  "Purchase Money  Indebtedness":  any Indebtedness  incurred by
                   ----------------------------
         any Borrower in connection with the acquisition by such Borrower of any
         real or personal property.

                  "Real  Property":  any and all land or real  estate,  together
                   --------------
         with all buildings,  improvements and fixtures thereon, and all rights,
         title and interests therein (including without  limitation,  any rights
         or interests in any leases, easements or rights-of-way).

                  "Reimbursement Obligation": the obligation of the Borrowers to
                   ------------------------
         reimburse the Lender  pursuant to subsection  2A.4(a) below for amounts
         drawn under Letters of Credit.

                  "Reporting Requirements": as defined in subsection 4.1 below.
                   ----------------------

                  "Responsible  Officer":  as to any Person, the chief executive
                   --------------------
         officer and the  president of such Person or, with respect to financial
         matters, the chief financial officer of such Person or, in either case,
         such other executive officers as may be designated from time to time by
         such Person in writing to the Lender.

                  "Restructuring Fee": as defined in subsection 2.5.2 below.
                   -----------------

                  "Revolving  Credit  Borrowing  Base": as defined in subsection
                   ----------------------------------
         2.2 below.

                  "Revolving  Credit  Period":  the  period  from and  after the
                   -------------------------
         Closing Date to and  including the Maturity Date or any earlier date on
         which the  obligation of the Lender to make Loans shall  terminate,  as
         provided herein.

                  "Revolving  Line of  Credit":  as  defined in  subsection  2.1
                   --------------------------
         below.

                  "Revolving  Credit Maximum  Amount":  as defined in subsection
                   ---------------------------------
         2.1 below.

                  "SEC": the United States Securities and Exchange Commission or
                   ---
         any other federal  governmental  agency which may hereafter perform its
         functions.

                  "Security Agreement":  the Security Agreement-All Assets to be
                   ------------------
         executed and delivered by the Borrowers,  substantially  in the form of
         Exhibit B, as the same may be amended, modified, substituted,  extended
         ---------
         or restated, from time to time.

                  "Security Documents": collectively, the Security Agreement and
                   ------------------
         all other documents now or hereafter delivered to the Lender granting a
         Lien on any asset or assets of any Person to secure the  Obligations or
         to secure any guarantee of any such Obligations.



                                      -13-
<PAGE>


                  "Standby   Letter  of  Credit":   as  defined  in   subsection
                   ----------------------------
         2A.1(b)(i)(2) below.

                  "Subsidiary": as to any Person, a corporation,  partnership or
                   ----------
         other  entity  of which  shares of stock or other  ownership  interests
         having  ordinary voting power (other than stock or such other ownership
         interests  having  such  power  only by  reason of the  happening  of a
         contingency)  to elect a majority  of the board of  directors  or other
         managers of such  corporation,  partnership  or other entity are at the
         time  owned,  or the  management  of  which  is  otherwise  controlled,
         directly or indirectly through one or more intermediaries,  or both, by
         such  Person.   Unless  otherwise   qualified,   all  references  to  a
         "Subsidiary" or to  "Subsidiaries" in this Agreement shall refer to any
         direct or indirect Subsidiary or Subsidiaries of BBI.

                  "Total Revolving Credit Outstandings": at any time, the sum of
                   -----------------------------------
         (i) the aggregate  outstanding  principal  balance of the Loans at such
         time and (ii) the  maximum  aggregate  amount  from  time to time  that
         beneficiaries  may draw  under  outstanding  Letters  of Credit at such
         time.

                  "UCC":  the Uniform  Commercial Code as in effect from time to
                   ---
         time in The Commonwealth of Massachusetts.

                  "Uniform  Customs":  the  Uniform  Customs  and  Practice  for
                   ----------------
         Documentary Credits (1993 Revision),  International Chamber of Commerce
         Publication No. 500, as the same may be amended from time to time.

                  "34 Act": the Securities Exchange Act of 1934, as amended from
                   ------
         time to time.

         The following terms shall have the respective meanings ascribed to them
in the UCC: "Account Debtor",  "Chattel Paper",  "Deposit Account",  "Document",
             --------------     -------------     ---------------     --------
"Farm Products", "Goods," and "Instrument".
 -------------    -----        ----------

         Capitalized  terms defined  elsewhere in this Agreement  shall have the
respective meanings ascribed to them where so defined.

         1.2 Use of Terms. The use of the singular of terms which are defined in
             ------------
the plural  shall mean and refer to any one of the matters or items  included in
such definition. Use of the connective "or" is not intended to be exclusive; the
term  "may  not"  is  intended  to be  prohibitive  and not  permissive;  use of
"includes"  and  "including"  is intended to be  interpreted  as  expansive  and
amplifying  and not as limiting in any way;  and  pronouns  used herein shall be
deemed to include the singular  and the plural and all genders.  All exhibits to
this Agreement are hereby incorporated herein by reference.

                                    SECTION 2

                    ESTABLISHMENT OF REVOLVING LINE OF CREDIT
                    -----------------------------------------

         2.1  Revolving  Line  of  Credit.  Subject  to  all of  the  terms  and
              ---------------------------
conditions contained in this Agreement and the other Financing Instruments,  the
Lender  hereby  agrees to establish  for the benefit of the  Borrowers a certain
revolving line of credit (the "Revolving Line of Credit")  pursuant to which the
                               ------------------------
Lender shall make certain loans  (hereinafter  referred to  collectively  as the
"Loans"  and each singly as a "Loan") to the  Borrower  from time to time during
 -----                         ----
the Revolving Credit Period; provided,  however, that the Total Revolving Credit
                             ------------------
Outstandings  (after giving effect to all requested Loans and Letters of Credit)
shall not at any time exceed TEN MILLION AND 00/100 DOLLARS ($10,000,000.00)(the
"Revolving Credit Maximum  Amount").  Each Loan shall be evidenced by, and shall
 --------------------------------
be payable in accordance


                                      -14-
<PAGE>

with the provisions of, the Note and this Agreement. During the Revolving Credit
Period,  the  Borrowers  may from time to time  borrow,  repay and  reborrow the
Loans,  all in  accordance  with the terms and  conditions  of the Note and this
Agreement.

         2.2 Revolving  Credit  Borrowing  Base.  Notwithstanding  any provision
             ----------------------------------
contained in any of the Financing  Instruments  to the  contrary,  the aggregate
principal amount of the Loans outstanding, from time to time, shall never exceed
the lesser of either (hereinafter referred to as the "Revolving Credit Borrowing
                                                      --------------------------
Base"):
------

         (a) the Revolving Credit Maximum Amount; or

         (b) the sum of:

                  (i) the following Eligible Accounts:

                                    (A) 85% of all Eligible Domestic Accounts of
                           BBI; plus
                                ----

                                    (B) 75% of all Eligible Domestic Accounts of
                           BBICL; plus
                                  ----

                                    (C) 85% of all Eligible Domestic Accounts of
                           BBISS; plus
                                  ----

                                    (D) 70% of all  Eligible  Domestic  Accounts
                           and all Eligible Foreign Accounts of BBIBRL; plus
                                                                        ----

                                    (E) 90% of all Eligible  Foreign Accounts of
                           any Borrower (other than BBIBRL) which are secured by
                           one or more  letters  of  credit,  each  in form  and
                           substance satisfactory to the Lender; plus
                                                                 ----

                                    (F) 75% of the Eligible  Foreign Accounts of
                           any  Borrower  (other  than  BBIBRL)  which  are  not
                           secured by one or more  letters  of  credit,  each in
                           form and substance satisfactory to the Lender; plus
                                                                          ----

                  (ii) the following Eligible Inventory:

                                    (A) 30% of the sum of (x) all  Eligible  Raw
                           Materials  Inventory  of BBI,  valued at the lower of
                           cost  or   market   value,   and  (y)  all   Eligible
                           Work-In-Process Inventory of BBI, valued at the lower
                           of cost or market value; plus
                                                    ----

                                    (B) 40% of all Eligible  Finished  Inventory
                           of BBI,  valued at the lower of cost or market value;
                           plus
                           ----

                                    (C)  25%  of  all  Eligible  Raw   Materials
                           Inventory  of  BBISS,  valued at the lower of cost or
                           market value; plus
                                         ----

                                    (D)  30% of  all  Eligible  Work-In  Process
                           Inventory  of  BBISS,  valued at the lower of cost or
                           market value; plus
                                         ----

                                    (E) 50% of all Eligible  Finished  Inventory
                           of  BBISS,  valued  at the  lower  of cost or  market
                           value; plus
                                  ----


                                      -15-
<PAGE>

                  (iii) $728,657.50,  which sum is equal to 70% of the appraised
         value of all of the Eligible  Equipment  (other than motor vehicles) of
         BBI, BBICL, BBISS and BBIBRL as of the date hereof.

         Descriptions  or  determinations  by  the  Lender  regarding   Eligible
Accounts,  Eligible Inventory,  Eligible Raw Materials or Eligible Equipment are
intended  solely for credit  management  for the Loans.  Such  descriptions  and
determinations  are not intended and shall not be construed as any determination
of  actual  value of any  Collateral  nor  shall the same  affect  the  security
interests  granted to the Lender under the  Security  Documents.  Each  Borrower
shall be responsible for all credit risks concerning all Accounts, Inventory and
Equipment of such Borrower. Determinations and descriptions of eligibility shall
not alter in any way the status of Collateral as security for the Obligations.

         2.3 Interest Rate on Loans. The principal amount outstanding, from time
             ----------------------
to time,  of each of the  Loans  shall  bear  interest  in  accordance  with the
provisions of the Note.

         2.4 Repayment of Loans. Principal and interest under the Loans shall be
             ------------------
paid to the Lender in accordance with the provisions of the Note.

         2.5 Fees.
             ----

                  2.5.1 Facility Fee. The Borrowers agree to pay to the Lender a
                        ------------
         Facility Fee (the "Facility  Fee") of one-quarter of one percent (.25%)
                            -------------
         per annum of the amount which equals the average  unused portion of the
         Revolving Credit Maximum Amount during each calendar  quarter,  or part
         thereof,  that any Loan remains outstanding.  The Facility Fee shall be
         paid by the Borrowers to the Lender on a calendar  quarterly  basis, in
         arrears. The Facility Fee shall be earned when paid, non-refundable and
         in addition to all interest and all other  amounts due and payable with
         respect  to  the  Loans  or   otherwise   pursuant  to  the   Financing
         Instruments.

                  2.5.2 Restructuring Fee. The Borrowers shall pay to the Lender
                        -----------------
         contemporaneously  herewith  a  non-refundable  Restructuring  Fee (the
         "Restructuring Fee") of Fifty Thousand and 00/100 Dollars ($50,000.00).
          -----------------

         2.6 Use of Proceeds. All of the proceeds of the Loans shall be used (a)
             ---------------
to  restructure  the  existing  credit  facility  established  by the Lender for
benefit of the Borrowers under the Existing Loan  Agreement;  (b) to finance the
general working capital requirements of the Borrowers;  and (c) to finance up to
Two Million Five Hundred Thousand and 00/100 Dollars  ($2,500,000.00) in Capital
Expenditures during each fiscal year to be made by the Borrowers.

         2.7 Loan  Advances.  After  the  date  hereof,  Loans  shall be made by
             --------------
advances  by the  Lender  to one or  more  of  the  accounts  maintained  by the
Borrowers  pursuant to subsection 3.2.6 hereof  (hereinafter  referred to as the
"Main  Operating  Account").  Subject to the terms and  conditions  hereof,  the
 ------------------------
Lender may make Loans to each Borrower (i) to cover checks drawn by any Borrower
on the Main Operating Account and (ii) to cover other authorized charges whether
given to the Lender  orally,  telephonically  or in  writing  and (iii) to cover
other charges due and payable  hereunder.  As an accommodation to each Borrower,
and to avoid the necessity that the Lender  communicate  with each Borrower each
time checks are presented for payment against the Main Operating  Account,  each
Borrower requests the Bank to make a Loan charged to the Loan Account sufficient
to cover checks and other authorized  charges on each occasion that the same are
presented.   All  actions  of  the  Lender  in  connection   with  the  ordinary
administration  of the foregoing are hereby  ratified and confirmed and shall


                                      -16-
<PAGE>

be conclusive  and binding upon each  Borrower.  Each request by any Borrower to
Lender for an advance  under the  Revolving  Line of Credit  shall  constitute a
representation  by the Borrowers that as of the date of such request (a) each of
the  representations and warranties set forth herein are true, (b) each Borrower
is in compliance with all of the covenants, terms and conditions hereof, and (c)
no event or  circumstances  exist which  constitute or with the lapse of time or
notice,  or both,  would  constitute or result in the  occurrence of an Event of
Default (as hereinafter defined).

         2.8 Other  Advances  and  Payments.  Whether or not the  entire  amount
             ------------------------------
available  under the Revolving Line of Credit shall have been advanced to or for
the benefit of any  Borrower,  and whether or not the Loans shall be payable (by
maturity or by  acceleration)  or an Event of Default shall have occurred  under
this Agreement, the Lender shall be entitled (but shall not be obligated and may
not be required) to make, at its sole discretion,  additional advances from time
to time:

                  2.8.1 in payment or reimbursement,  as the case may be, of any
         and  all  payments  made  or  amounts  owing   pursuant  to  applicable
         provisions of the Financing Instruments;

                  2.8.2 to pay the Lender's usual and customary  charges for (a)
         services  rendered  by it to any  Borrower at such  Borrower's  request
         which  charges  relate to the  Obligations;  and (b) charges  otherwise
         required to be paid by any Borrower pursuant to this Agreement; and

                  2.8.3  otherwise  to or for the  benefit of any  Borrower,  as
         requested  or consented  to by any  Borrower,  as the Lender may in its
         discretion deem proper or expedient;

and each such additional advance shall be a part of the Obligations and shall at
all times be subject to the terms and  conditions of this  Agreement and secured
as provided in the Financing Instruments.

         2.9 Loan Statements. All advances to or for the benefit of any Borrower
             ---------------
pursuant  to this  Agreement  shall be charged to the loan  account or  accounts
opened in such Borrower's name on the Lender's  books.  The Lender  periodically
shall render to BBI  statements of such loan account or accounts,  setting forth
the daily loan balance and total  accrued  interest  during the subject  period,
which,  when so  rendered,  shall be  considered  prima  facie  evidence  of the
correctness thereof except to the extent that the Lender receives written notice
of any  exceptions  proposed by BBI within a  reasonable  time,  but in no event
later than one hundred twenty (120) days from the date of such statement. If for
any reason,  any  Borrower  has not paid  interest  charges  and/or any fees for
services,  expenses  incurred  or  other  charges  owed  to the  Lender  by such
Borrower,  the Lender,  at its option and  discretion,  may at any time or times
debit such charges,  expenses, and fees to such Borrower's loan account and such
amounts shall be added to the principal amount thereof,  or the Lender may debit
such interest,  charges and fees, and any other unpaid  Obligations then due, to
any deposit or other account of such  Borrower at the Lender.  Such debits shall
not  constitute a waiver of any Event of Default.  Any item  received in payment
towards any Borrower's  outstanding  Indebtedness  which  requires  clearance or
payment shall not be considered to have been credited until final  clearance and
final payment.

         2.10  Review of Line of  Credit.  The  Lender  agrees (a) to review the
               -------------------------
Revolving Line of Credit  annually on or before June 30 of each year  commencing
in 2000,  to  determine  whether  the  Maturity  Date  will be  extended  for an
additional  twelve-month period beyond the Maturity Date then in effect; and (b)
to notify BBI of such  determination in accordance with the notice provisions of
the Agreement. Notwithstanding the foregoing, any determination by the Lender to
extend the Maturity Date shall not be binding and enforceable against the Lender
until  the   execution   of  an  Extension   Agreement   or  other   appropriate
documentation, executed by the parties hereto.


                                      -17-
<PAGE>

                                   SECTION 2A

                                LETTERS OF CREDIT
                                -----------------

         2A.1 Letters of Credit.
              -----------------

                  (a)  Subject to the terms and  conditions  hereof,  the Lender
         agrees to issue  Letters of Credit for the  account of any  Borrower on
         any Business Day during the Revolving Credit Period in such form as may
         be approved  from time to time by the  Lender;  and  provided  further,
                                                              ------------------
         however,  that the Total Revolving  Credit  Outstandings  (after giving
         -------
         effect to all  requested  Loans and Letters of Credit) shall not at any
         time exceed the Revolving Credit Maximum Amount.

                  (b) Each Letter of Credit shall:

                           (i) be denominated in Dollars and shall be either (1)
                  a standby  letter of credit issued to support  obligations  of
                  any Borrower,  contingent or otherwise, in connection with the
                  working  capital and  business  needs of such  Borrower in the
                  ordinary  course of business (a "Standby Letter of Credit") or
                                                   ------------------------
                  (2) a  commercial  letter of credit  issued in  respect of the
                  purchase of goods or services by any  Borrower in the ordinary
                  course of business (a "Commercial Letter of Credit"); and
                                         ---------------------------

                           (ii) expire no later than the earlier of (A) five (5)
                  Business Days prior to the Maturity Date or (B) one year after
                  the date of issuance thereof.

                  (c) Each  Letter of Credit  shall be  subject  to the  Uniform
         Customs and, to the extent not inconsistent therewith,  the laws of The
         Commonwealth of Massachusetts.

                  (d) The Lender shall not at any time be obligated to issue any
         Letter of Credit  hereunder if such issuance  would  conflict  with, or
         cause the Lender to exceed any limits imposed by, any applicable law.

         2A.2 Procedure for Issuance of Letters of Credit. Any Borrower may from
              -------------------------------------------
time to time request that the Lender issue a Letter of Credit by  delivering  to
the Lender at its address for notices specified herein an Application  therefor,
completed  to the  satisfaction  of the  Lender,  and such  other  certificates,
documents  and other  papers and  information  as the Lender may  request.  Upon
receipt of any  Application,  the Lender will process such  Application  and the
certificates,  documents  and other  papers and  information  delivered to it in
connection  therewith in  accordance  with its  customary  procedures  and shall
promptly issue the Letter of Credit requested thereby (but in no event shall the
Lender be required to issue any Letter of Credit  earlier than five (5) Business
Days  after  its  receipt  of  the  Application  therefor  and  all  such  other
certificates,  documents and other papers and information  relating  thereto) by
issuing the original of such Letter of Credit to the  beneficiary  thereof or as
otherwise  may be agreed by the  Lender  and such  Borrower.  The  Lender  shall
furnish a copy of such Letter of Credit to the Borrower  promptly  following the
issuance thereof.

         2A.3 Fees and Charges.  The Borrowers shall pay or reimburse the Lender
              ----------------
for such  normal and  customary  fees,  commissions,  costs and  expenses as are
incurred or charged by the Lender in issuing,  effecting payment under, amending
or otherwise administering any Letter of Credit.

         2A.4 Reimbursement Obligations.
              -------------------------

                                      -18-
<PAGE>

                  (a) The Lender shall notify BBI promptly of each drawing under
         a Letter of Credit. The Borrowers agree to reimburse the Lender on each
         date on which the Lender notifies BBI of the date and amount of a draft
         presented  under any  Letter of Credit  and paid by the  Lender for the
         amount of (i) such draft so paid and (ii) any taxes,  fees,  charges or
         other costs or expenses  incurred by the Lender in connection with such
         payment.  Each such payment  shall be made to the Lender at its address
         for notices  specified  herein in lawful money of the United  States of
         America and in immediately available funds.

                  (b) Interest shall be payable on any and all amounts remaining
         unpaid by the Borrowers  under this  subsection  2A.4 (i) from the date
         the draft  presented under the affected Letter of Credit is paid to the
         date on which the Borrowers  are required to pay such amounts  pursuant
         to  paragraph  (a) of this  subsection  at the rate which would then be
         payable  on any  Loans  that are Base Rate  Loans and (ii)  thereafter,
         until  payment  in full at the  rate  which  would  be  payable  on any
         outstanding Loans that are Base Rate Loans which were then overdue.

                  (c) Each drawing under any Letter of Credit shall constitute a
         request  by the  Borrowers  to the  Lender  for an  advance  under  the
         Revolving  Line of Credit  of a Base  Rate  Loan in the  amount of such
         drawing.


         2A.5 Obligations Absolute.
              --------------------

                  (a) The  obligations  of the  Borrowers  under this Section 2A
         shall be absolute and unconditional under any and all circumstances and
         irrespective  of any set-off,  counterclaim or defense to payment which
         any  Borrower  may  have  or  have  had  against  the  Lender,  or  any
         beneficiary of a Letter of Credit.

                  (b) The  Borrowers  also agree  that the  Lender  shall not be
         responsible  for, and the  Reimbursement  Obligations  of the Borrowers
         under subsection  2A.4(a) shall not be affected by, among other things,
         (i) the validity or  genuineness  of  documents or of any  endorsements
         thereon,  even though such documents shall in fact prove to be invalid,
         fraudulent or forged, or (ii) any dispute between or among any Borrower
         and any beneficiary of any Letter of Credit or any other party to which
         such Letter of Credit may be transferred or (iii) any claims whatsoever
         of any Borrower against any beneficiary of such Letter of Credit or any
         such transferee.

                  (c) The Lender  shall not be liable  for any error,  omission,
         interruption  or delay in  transmission,  dispatch  or  delivery of any
         message or advice,  however transmitted,  in connection with any Letter
         of Credit, except for errors, omissions, interruptions or delays caused
         by the Lender's gross negligence or willful misconduct.

                  (d) Each  Borrower  agrees that any action taken or omitted by
         the  Lender  under or in  connection  with any  Letter of Credit or the
         related drafts or documents, if done in the absence of gross negligence
         or willful  misconduct  and in  accordance  with the  standards of care
         specified in the Uniform  Customs,  and to the extent not  inconsistent
         therewith,   the  Uniform   Commercial  Code  of  The  Commonwealth  of
         Massachusetts,  shall be  binding on each such  Borrower  and shall not
         result in any liability of the Lender to any Borrower.

                                    SECTION 3

                    REPRESENTATIONS, COVENANTS AND WARRANTIES
                    -----------------------------------------



                                      -19-
<PAGE>

         In addition to such other representations,  covenants and warranties as
are  contained  herein,  or elsewhere in the  Financing  Instruments  or as have
otherwise  been made to the Lender,  each Borrower  hereby jointly and severally
represents, covenants and warrants that:

         3.1 General Representations, Covenants and Warranties.
             -------------------------------------------------

                  3.1.1  Business.  The Borrowers  are currently  engaged in the
                         --------
         businesses  set  forth  set  forth in the  Master  Disclosure  Schedule
         attached  hereto and  incorporated  herein by  reference  (the  "Master
                                                                          ------
         Disclosure  Schedule").  Each  Borrowers  shall  continue  to engage in
         --------------------
         business  of the  same  general  type as now  conducted  by  each  such
         Borrower as set forth in the Master Disclosure Schedule.
                                      --------------------------

                  3.1.2 Due  Organization  and  Existence;  Authorization.  Each
                        -------------------------------------------------
         Borrower (a) is duly organized,  validly  existing and in good standing
         under the laws of the State in which such Borrower was  organized,  (b)
         has adequate  power and authority to own its  properties and assets and
         to carry on its business activities as and where now conducted,  (c) is
         qualified  to do  business  as a  foreign  corporation  and is in  good
         standing in each jurisdiction  wherein such qualification is necessary,
         and where the  failure  to so qualify  would  have a  material  adverse
         effect on the  business or property of such  Borrower,  and (d) has the
         power and  authority  to  execute  and  deliver  such of the  Financing
         Instruments  as have been  executed by it, and to perform the Financing
         Instruments in accordance with the terms thereof.

                  3.1.3 Articles of Organization;  Stock;  Accurate Records. The
                        ---------------------------------------------------
         Articles (or  Certificate) of Organization (or  Incorporation)  and all
         amendments  thereto  of each  Borrower  have been duly filed and are in
         proper  order.  All capital stock issued by each Borrower and currently
         outstanding  is  properly  issued,  and all books and  records  of each
         Borrower,  (including but not limited to, the minute book,  by-laws and
         books of account of each Borrower) are accurate and up-to-date and will
         be so maintained.

                  3.1.4 Binding Documents;  Violation of Other Agreements.  Each
                        -------------------------------------------------
         Borrower has taken all steps  required by  applicable  law to make this
         Agreement, and each of such Financing Instruments, its legal, valid and
         binding obligation  enforceable,  jointly and severally,  in accordance
         with its terms, and neither the execution,  delivery nor performance of
         this  Agreement or any of the Financing  Instruments is in violation of
         any  law,  the   Articles  (or   Certificate)   of   Organization   (or
         Incorporation),  Bylaws or other organizational  documents of it, or of
         any other agreement or instrument to which it is a party or by which it
         or any of its  assets is or may be  bound,  and does not  constitute  a
         default  under  any of the  foregoing,  or result  in the  creation  or
         imposition  of a Lien upon any of its  properties  or assets other than
         that in favor of the Lender.

                  3.1.5  Title To  Assets;  Security  Interests  and  Mortgages;
                         -------------------------------------------------------
         Leases; Royalties. Each Borrower has title (and good, clear, record and
         -----------------
         marketable  title in the case of real property) to all assets reflected
         in the financial  statements  hereinafter  referred to and delivered to
         the Lender, and to all assets acquired since the date of said financial
         statements  (other than those  assets  subsequently  disposed of in the
         ordinary  course of business),  free of any Lien except in favor of the
         Lender and except for the Permitted Liens.

                  3.1.6 Investments.  No Borrower has any Investment,  in equity
                        -----------
         or debt, other than short-term,  investment grade securities, including
         money market funds.


                                      -20-
<PAGE>

                  3.1.7 Litigation;  Outstanding  Orders.  There are no actions,
                        --------------------------------
         suits,  proceedings or  investigations  pending or, to the knowledge of
         any Borrower or any of its agents,  servants or  employees,  threatened
         against any Borrower or any of its properties in any court,  before any
         other tribunal or any federal,  state,  municipal or other governmental
         authority. Each Borrower is not in default with respect to any order of
         any court, or other tribunal or governmental authority.  The execution,
         delivery and  performance  of this  Agreement and each of the Financing
         Instruments by each Borrower will not constitute a default of any order
         of any court, or any other tribunal or governmental authority.

                  3.1.8 Financial Statements Delivered. BBI has furnished to the
                        ------------------------------
         Lender  the   consolidated   financial   statements  of  the  Borrowers
         (including consolidated balance sheet and statement of profit and loss)
         for  their  fiscal  year  ended   December  31,  1998,  as  audited  by
         PricewaterhouseCoopers  LLP. Said financial  statements  fairly present
         the financial position of the Borrowers as at the date thereof and said
         statement  of  profit  and loss  fairly  presents  the  results  of the
         operations  of the  Borrowers  for the fiscal years  indicated,  all in
         conformity with GAAP consistently applied.

                  3.1.9 Other Liabilities;  Tax Returns; No Adverse Changes. (a)
                        ---------------------------------------------------
         No  Borrower  has  any  knowledge  of  any  contingent  obligations  or
         liabilities  of any Borrower for taxes or long-term  commitments  which
         are not shown in the  balance  sheets  included in said  statements  or
         noted therein;  (b) each Borrower has filed all required tax returns or
         extensions  therefor  and has paid all  applicable  federal,  state and
         local taxes shown to be due (other  than taxes which may  hereafter  be
         paid  without  penalty)  and  no  Borrower  has  any  knowledge  of any
         deficiency or additional  assessment in connection  therewith for which
         no  provision  has been  made on its  books;  and (c) there has been no
         material  adverse  change  in the  business,  properties  or  condition
         (financial  or  otherwise)  of any Borrower  since the date of the most
         recent financial statement referred to above.

                  3.1.10 No Agency Between the Borrowers and the Lender. Nothing
                         ----------------------------------------------
         herein  contained  shall be construed to constitute any Borrower as the
         Lender's agent for any purpose whatsoever.

                  3.1.11  Regulation  U. No  Borrower  own,  or has any  present
                          -------------
         intention of acquiring,  any "margin security" as defined in Regulation
         U (12 C.F.R. Part 221) of the Board of Governors of the Federal Reserve
         System (herein called a "Margin Security"). None of the proceeds of the
                                  ---------------
         Loans  will  be  used,  directly  or  indirectly,  for the  purpose  of
         purchasing  or  carrying  any  Margin  Security  or for the  purpose of
         reducing or retiring any Indebtedness which was originally  incurred to
         purchase  or carry a Margin  Security  or for any other  purpose  which
         might constitute this transaction a "purpose credit" within the meaning
         of said Regulation U.

                  3.1.12   ERISA.   No  Borrower   has   incurred  any  material
                           -----
         accumulated  funding  deficiency  within the  meaning  of the  Employee
         Retirement  Income  Security Act of 1974,  as amended,  or incurred any
         material   liability  to  the  Pension  Benefit  Guaranty   Corporation
         established  under such Act (or any successor  thereto under such Act),
         nor does any  Borrower  foresee  that it will  incur any such  material
         accumulated  funding deficiency or material liability in the future, in
         connection with any employee  benefit plan established or maintained by
         such Borrower.  The making of the Loans will not involve any prohibited
         transaction  within  the  meaning  of the  Employee  Retirement  Income
         Security Act of 1974 or Section 4975 of the Internal  Revenue  Code, as
         amended.  There are no facts known to any Borrower which create,  or in
         the future may


                                      -21-
<PAGE>

         (so far as the Borrower  can now foresee)  create,  any  withdrawal  or
         other liability of any Borrower under the  Multi-employer  Pension Plan
         Amendment Act of 1980.

                  3.1.13 Necessary Permits and Licenses. Each Borrower possesses
                         ------------------------------
         all franchises, rights, certificates,  variances, licenses, permits and
         other  authorizations,  consents and approvals from all administrative,
         regulatory or governmental bodies and all patents, trademarks,  service
         marks,  trade names,  copyrights,  licenses and other  rights,  in each
         case,  free from  burdensome  restrictions,  that are  necessary in any
         material  respect for the ownership,  maintenance  and operation of its
         business, properties and assets, and no Borrower is in violation of any
         thereof in any material respect.

                  3.1.14 Governmental Approvals Not Required. Neither the nature
                         -----------------------------------
         of any  Borrower nor its  business or  property,  nor any  relationship
         between  or among  any  Borrower  and any  other  Person  is such as to
         require any consent, authorization, waiver, approval or other action by
         or any notice to or filing with any court or administrative, regulatory
         or  governmental  body,  including,   without  limitation,   government
         agencies,  offices and  instrumentalities  with which any  Borrower has
         contracts,  in  connection  with  the  execution  and  delivery  by any
         Borrower of this  Agreement or the other  Financing  Instruments or the
         fulfillment of or compliance by any Borrower  with, or the  enforcement
         by the Lender of, the terms and provisions hereof or thereof.

                  3.1.15  Adequate  Financing.  No  Borrower  has any  reason to
                          -------------------
         believe  that the  proceeds  of the  Loans,  together  with such  other
         sources of funds as are now directly and  immediately  available to any
         Borrower,  will not be adequate to finance its business  operations for
         the term of the Loans.

                  3.1.16 No Event of Default. As of the date hereof,  there does
                         -------------------
         not exist any Event of Default or any event  which,  but for the giving
         of notice or the lapse of time or both,  would  constitute  an Event of
         Default under this Agreement, any of the Financing Instruments or under
         the provisions of any instrument  evidencing  any  Indebtedness  of any
         Borrower to any other Person.

                  3.1.17  Compliance with Leases.  Each Borrower enjoys peaceful
                          ----------------------
         and undisturbed  possession as lessee under all leases necessary in any
         material respect for the operation of its business or of its properties
         and  assets,   none  of  which  contains  any  provisions  which  might
         materially  affect or impair  the  operation  of its  business  or such
         properties and assets. All such leases are valid and subsisting and are
         in full force and effect.

                  3.1.18  Subsidiaries.   So  long  as  any  Obligations  remain
                          ------------
         outstanding,  BBI shall  continue to own one hundred  percent (100%) of
         the issued and outstanding capital stock of its Subsidiaries.

                  3.1.19 Compliance with Certain Environmental Laws. Neither any
                         ------------------------------------------
         Borrower, nor any Person for whose conduct any Borrower is responsible,
         owns, occupies or operates,  or has ever owned,  occupied or operated a
         site or vessel on which has been stored any hazardous  material or oil,
         without   compliance  with  all  statutes,   regulations,   ordinances,
         directives,  and orders of every  federal,  state,  municipal and other
         governmental  authority  which  has  or  claims  jurisdiction  relative
         thereto  (the  terms  "site",   "vessel",   and  "hazardous  material",
         respectively,  as used herein include the definitions of those terms in
         Massachusetts  General Laws,  Ch. 2lE);  neither any Borrower,  nor any
         Person for whose conduct any Borrower is responsible, has ever disposed
         of,

                                      -22-
<PAGE>

         transported, or arranged for the transport of any hazardous material or
         oil without compliance with all such statutes, regulations, ordinances,
         directives,  and orders;  and neither any Borrower,  nor any Person for
         whose  conduct  any  Borrower  is  responsible,  has ever been  legally
         responsible  for any  release  or threat of  release  of any  hazardous
         material  or oil;  received  notification  of any  potential  or  known
         release or threat of release of any hazardous  material or oil from any
         site or vessel  owned,  occupied or operated  by any  Borrower,  or any
         Person  for  whose  conduct  any  Borrower  is  responsible,  or of the
         incurrence  of any expense or loss in connection  with the  assessment,
         containment,  or  removal  of any  release  or threat of release of any
         hazardous material or oil from any such site or vessel.

                  3.1.20 Recent  Changes of Name or  Structure.  No Borrower has
                         -------------------------------------
         within the  preceding  four (4) months  changed  its name,  identity or
         structure.

                  3.1.21 Payment of Wages. Each Borrower represents and warrants
                         ----------------
         that all currently  owed wages to employees  have been paid, and agrees
         and covenants that all wages to employees will be paid as and when due.

                  3.1.22 Year 2000 Problem.1.22 Year 2000 Problem.1.22 Year 2000
                         -----------------      -----------------      ---------
         Problem. Each Borrower has reviewed the areas within its businesses and
         -------
         operations which could be adversely  affected by, and have developed or
         are  developing a program to address on a timely basis,  the "Year 2000
         Problem" (i.e. the risk that computer applications used by any Borrower
         may  be  unable  to  recognize  and  perform  properly   date-sensitive
         functions  involving certain dates prior to and any date after December
         31, 1999). Based upon such review,  each Borrower  reasonably  believes
         that the "Year 2000 Problem" will not have any material  adverse effect
         or change on the business, operations, property or condition (financial
         or otherwise) of the Borrowers  taken as a whole or (b) the validity or
         enforceability  of  this  Agreement  or  any  of  the  other  Financing
         Instruments  or the  rights or  remedies  of the  Lender  hereunder  or
         thereunder.

         3.2 Certain Affirmative Covenants.
             -----------------------------

                  3.2.1  Payment of  Obligations.  Each  Borrower  will duly and
                         -----------------------
         punctually pay or cause to be paid, and perform or observe, or cause to
         be performed or  observed,  as the case may be, all of the  Obligations
         and will pay and perform or observe, or cause to be paid,  performed or
         observed all other duties or  liabilities  of any kind of such Borrower
         to the Lender,  under or as provided in the Financing  Instruments,  or
         otherwise by agreement or applicable law.

                  3.2.2 Books and  Records.  Each  Borrower  will  maintain  its
                        ------------------
         financial  books and records in an accurate,  up-to-date,  complete and
         standardized fashion in accordance with GAAP consistently  applied, and
         in  accordance  with  any  state  or  federal  regulatory  requirements
         applicable to such Borrower's business or activities.

                  3.2.3 Inspection.  The Borrowers will, at all reasonable times
                        ----------
         during regular  business  hours,  and upon  reasonable  advance notice,
         permit  the  Lender  and  its  agents  to (a)  visit  and  inspect  the
         properties and assets of the Borrowers,  (b) examine and make copies of
         and take  abstracts from the books and records of the Borrowers and (c)
         arrange  for  verification  of  the  Accounts  of the  Borrowers  under
         reasonable procedures.  Without limiting the foregoing,  the Lender may
         conduct as many commercial  credit  examinations of the Borrowers as it
         reasonably deems necessary, whether or not any Event of Default exists,
         and the Borrowers will  reimburse the Lender for all  reasonable  fees,
         costs and  expenses  incurred or  otherwise  charged by the

                                      -23-
<PAGE>

         Lender with respect to each such credit examination;  provided, however
                                                               -----------------
         that,  so long as no  Event  of  Default  shall  have  occurred  and is
         continuing,  for each such credit  examination,  the  obligation of the
         Borrowers to pay  standard  daily rate fees shall not exceed the amount
         of such  standard  daily  rate fees  which the  Lender  reasonably  and
         customarily  charges  for such a credit  examination  conducted  over a
         period of eight days for the  balance of  calendar  1999 after the date
         hereof,  and 24 days per calendar year for the year 2000 and thereafter
         (and the foregoing  limitations apply only to standard daily rate fees,
         and is not  intended  to limit  costs and  expenses,  including  travel
         expenses,  regardless  of the  number of  examination  days  charged to
         Borrowers).

                  3.2.4 Commercial Purposes.  All advances under the Loans shall
                        -------------------
         be used  exclusively  for the business  purposes and  operations of the
         Borrowers and shall not in any respect be used for personal,  family or
         household purposes.

                  3.2.5  Notice  of  Adverse   Matters.   Each  Borrower   will,
                         -----------------------------
         immediately  upon  learning  thereof,  report to the Lender all matters
         materially  adversely  affecting any  Borrower's  business or financial
         condition or assets or property,  including,  without  limitation,  any
         damage or destruction of any material  amount of any Borrower's  assets
         by fire or other casualty, whether or not insured against.

                  3.2.6 Principal Lending  Business.  Each Borrower will use the
                        ---------------------------
         Lender  as its sole  lender  of  account  and  depository  for its main
         operating accounts (except for investment  accounts);  provided however
         that  all of the  Borrowers  (other  than  BBI) may  maintain  checking
         accounts at banks other than the Lender for purposes of handling  their
         accounts payable and payroll.

                  3.2.7  Maintenance  of Corporate  Existence;  Compliance  with
                         -------------------------------------------------------
         Laws.  Each Borrower will maintain and keep in full force its corporate
         ----
         existence and good standing and comply with all laws,  regulations  and
         orders  of the  United  States  and of any state or  states,  and other
         political subdivision thereof, and of any other governmental  authority
         which may have  jurisdiction  over such  Borrower or its  properties or
         businesses.

                  3.2.8  Payment of Taxes and Filing of Returns.  Each  Borrower
                         --------------------------------------
         will pay when due all taxes,  including without limitation all real and
         personal  property  taxes,  assessments  and charges and all franchise,
         income,  unemployment,  old age benefit,  withholding,  sales and other
         taxes  assessed  against  it or any of its  properties,  and  otherwise
         payable  by it, at such  times and in such  manner as is  necessary  to
         prevent any penalty from accruing or any Lien or charge from  attaching
         to its  properties.  Each Borrower  shall prepare and file when due all
         federal,  state and local  tax,  informational  and other  governmental
         returns, reports, extensions, and filings, as may be applicable to such
         Borrower.  The  provisions  of  this  subsection,  however,  shall  not
         preclude any Borrower from  contesting in good faith and by expeditious
         process any such tax, and the  Borrowers  shall not be in default under
         this subsection by reason of the existence of a Lien for taxes not then
         due, all provided that: (a) an adequate  reserve therefor is maintained
         on the books of the  Borrowers;  (b) the  Lender has been  notified  in
         writing  by BBI of such  contest;  (c) the  enforcement  of any and all
         Liens for  non-payment  of such taxes is  effectively  stayed;  (d) the
         Lender is reasonably satisfied that the Borrowers have reasonable basis
         for such contest or dispute;  and (e) the Borrowers  shall  immediately
         pay the full  amount  of such  charges  and  claims  in the  event  any
         Borrower's contest or dispute is unsuccessful.



                                      -24-
<PAGE>

                  3.2.9  Maintenance of Property and Assets.  Each Borrower will
                         ----------------------------------
         safeguard, protect and preserve its property and assets for the benefit
         of the Lender,  will keep its property and assets free from any adverse
         lien, security interest or encumbrance, will keep all tangible property
         in good working order and repair, will preserve all beneficial contract
         rights,  will take commercially  reasonable steps to collect all of its
         Accounts,  and will not waste or destroy any of its  property or assets
         or any  part  thereof;  and  each  Borrower  will  otherwise  preserve,
         maintain  and  protect its rights and keep its  property  and assets in
         good   repair,   working   order  and   condition,   and   capable   of
         identification,  and make (or cause to be made) all  needful and proper
         repairs or renewals, replacements,  additions and improvements thereto,
         and shall use its assets only in the ordinary course of business.

                  3.2.10  Collection  Costs;  Legal Fees. The Borrowers agree to
                          ------------------------------
         pay, and to reimburse the Lender,  on demand,  for all fees,  costs and
         expenses (including, without limitation, attorneys' reasonable fees and
         expenses)  incurred  or paid  by the  Lender  in  connection  with  the
         preparation,   negotiation,   interpretation   or   amendment  of  this
         Agreement,  and of any or all of the Financing Instruments,  and of any
         other instrument, agreement or document executed and delivered pursuant
         thereto  or in  connection  therewith,  and for any and all such  fees,
         costs and  expenses  incurred  in  connection  with  collection  of the
         Obligations  or the  enforcement  of the  Lender's  rights and remedies
         under this  Agreement or any of the Financing  Instruments or otherwise
         against  any  Borrower,  or in the  defense of any action  against  the
         Lender with  respect to the  Lender's  rights or remedies in respect of
         any  Obligation;  and all of the foregoing  fees,  costs,  and expenses
         shall be part of the  Obligations  secured by this  Agreement,  and the
         other Financing Instruments.

                  3.2.11 Insurance. Each Borrower will maintain insurance at all
                         ---------
         times with financially sound and reputable  companies as are reasonably
         satisfactory  to the Lender,  in such amounts and against such risks as
         are customarily  insured  against by businesses  operating in a similar
         line of business in a similar area, and consistent  with sound business
         practice,  in no event less than the greater of (a) the amount required
         to avoid coinsurance or (b) the total aggregate  outstanding  principal
         Indebtedness  owing by the Borrowers to the Lender,  including  without
         limitation  casualty  insurance  covering any  Borrower's  property and
         assets against the hazards of fire, flood, sprinkler leakage, burglary,
         theft,  pilferage,  loss in transit,  those hazards covered by extended
         coverage,  and such other  hazards as the Lender may require,  all such
         insurance to be in such form,  for such periods and with such companies
         as shall be reasonably  acceptable to the Lender.  All premiums thereon
         shall be paid by the Borrowers and if any Borrower  fails to do so, the
         Lender  may  at  its  option  (but  without  obligation)  procure  such
         insurance and charge the cost to the Main Operating Account;  provided,
                                                                       ---------
         however,  that any such  payment  by the  Lender  shall not  constitute
         -------
         satisfaction  of any  Borrower's  obligations  with  respect to payment
         hereunder,  or a waiver  by the  Lender of any  Event of  Default  with
         respect to such non-payment.  In order to evidence  compliance with the
         insurance  coverages  required under this subsection  3.2.11, BBI shall
         deliver to the Lender one or more  certificates  of  insurance  for all
         such casualty  insurance  policies and endorsements  thereto.  Annually
         thereafter,  BBI shall deliver certificates of such insurance coverages
         to the Lender,  along with satisfactory  evidence of general liability,
         products liability,  workmen compensation and other insurance coverage,
         in form and substance satisfactory to the Lender.

                  3.2.12 Further  Agreements;  Compliance With Other Agreements;
         Payment of Other Obligations;  Tax Returns; Notice of Litigation and of
         Events of Default.

                                      -25-
<PAGE>

                  Each Borrower will:

                           3.2.12.1  from time to time  execute  and  deliver or
                  cause to be executed and delivered,  and furnish to the Lender
                  such other agreements,  documents,  instruments or statements,
                  and do or cause to be done such  other  acts as the Lender may
                  reasonably  request,  to  effect,  confirm  and  secure to the
                  Lender all rights and  advantages  intended by this  Agreement
                  and the Financing Instruments;

                           3.2.12.2  comply with all leases,  and with all other
                  agreements to which any Borrower is a party if a default under
                  any such agreement could  materially  adversely  affect any of
                  such Borrower's property and assets;

                           3.2.12.3   generally   pay  all   other   debts   and
                  liabilities as they become due (except for liabilities,  other
                  than the Obligations,  being contested in good faith for which
                  adequate provision has been made on the books of any Borrower,
                  provided  that all  enforcement  proceedings  are  effectively
                  stayed  pending such contest) and not permit the  acceleration
                  of any Indebtedness owed by any Borrower to any Person; and

                           3.2.12.4  cause  BBI to give  written  notice  to the
                  Lender within ten (10) days of the  occurrence  thereof of any
                  litigation  filed by or against any such Borrower which claims
                  in connection  therewith exceed,  either  individually or when
                  aggregated with other existing  litigation filed by or against
                  the  Borrowers,   the  sum  of  Twenty-Five  Thousand  Dollars
                  ($25,000),  and the  occurrence  or  existence of any Event of
                  Default hereunder,  or the existence of any situation or state
                  of facts which,  either with notice or lapse of time,  or both
                  would constitute an Event of Default hereunder, and the action
                  such  Borrower  has taken or  proposes  to take  with  respect
                  thereto,  all  provided  that the receipt of such notice shall
                  not limit or impair, in any way the Lender's rights hereunder.

                  3.2.13 Certain Environmental Matters. Each Borrower shall:
                         -----------------------------

                           3.2.13.1  not store  (except in  compliance  with all
                  laws,  ordinances,  and regulations  pertaining  thereto),  or
                  dispose of any hazardous material or oil on any site or vessel
                  owned,  occupied,  or operated by any such  Borrower or by any
                  Person for whose conduct the Borrower is responsible;

                           3.2.13.2 neither directly nor indirectly transport or
                  arrange for the  transport  of any  hazardous  material or oil
                  except in compliance with all laws, ordinances and regulations
                  pertaining thereto;

                           3.2.13.3  shall cause BBI to provide  promptly to the
                  Lender with written notice: (a) upon such Borrower's obtaining
                  knowledge  of any  potential  or known  release,  or threat of
                  release,  in  violation  of any  federal,  state or local law,
                  ordinance or regulation  pertaining  thereto, of any hazardous
                  material or oil at or from any site or vessel owned,  occupied
                  or  operated  by such  Borrower,  or by any  Person  for whose
                  conduct such Borrower is  responsible  or whose  liability may
                  result in any lien on any Collateral; (b) upon such Borrower's
                  receipt of any notice to such effect from any  federal,  state
                  or other governmental  authority;  or (c) upon such Borrower's
                  obtaining  knowledge of any  incurrence of any expense or loss
                  by  such   governmental   authority  in  connection  with  the
                  assessment,  containment or removal of any hazardous  material
                  or oil for which  expense


                                      -26-
<PAGE>

                  or loss such  Borrower  may be  liable or for which  expense a
                  Lien may be imposed on any Collateral.

                  3.2.14  Changes  in  Master  Disclosure  Schedule.  BBI  shall
                          -----------------------------------------
         promptly notify the Lender in writing of any changes in or additions to
         the information set forth in the Master Disclosure Schedule.
                                          --------------------------

                  3.2.15  Pledge  of  After  Acquired  PropertyPledge  of  After
                          ------------------------------------------------------
         Acquired  PropertyPledge  of After  Acquired  Property.  If at any time
         ------------------------------------------------------
         following the date hereof,  any Borrower shall acquire  property of any
         nature  whatsoever having a value in excess of One Hundred Thousand and
         00/100  Dollars  ($100,000.00)  which is  intended  by the terms of the
         applicable  Security  Document to be, but is not,  subject to the Liens
         created by the Security  Documents,  such  Borrower  shall,  as soon as
         possible and in no event later than thirty (30) days after the relevant
         acquisition  date and, to the extent permitted by applicable law, grant
         to the Lender a first  priority  (subject to  Permitted  Liens) Lien on
         such property as collateral  security for the  Obligations  pursuant to
         documentation  reasonably  satisfactory  in form and  substance  to the
         Lender. The Borrower,  at its own expense,  shall execute,  acknowledge
         and deliver,  or cause the execution,  acknowledgement and delivery of,
         and thereafter register, file or record in an appropriate  governmental
         office,  any document or instrument  (including  legal opinions,  title
         insurance,  consents and corporate documents) and take all such actions
         reasonably  deemed by the Lender to be necessary or desirable to ensure
         the creation, priority and perfection of such Lien.

                  3.2.16 New  Subsidiaries.  The Borrowers shall cause, at their
                         -----------------
         sole cost and expense,  each new Subsidiary of any Borrower  created or
         acquired on or after the date hereof,  promptly  upon such  creation or
         acquisition,  to  execute  and  deliver  to the  Lender  the  following
         agreements and documents,  which  agreements and documents  shall be in
         form and substance reasonably satisfactory to the Lender:

                           (a) a certain joinder and assumption agreement by and
                  between  each such new  Subsidiary,  the  Lender,  BBI and the
                  other Borrowers,  pursuant to which, among other things,  each
                  such new  Subsidiary  shall  (i) join in this  Agreement,  the
                  Note,  the Security  Agreement and all of the other  Financing
                  Instruments  and assume all of the  Obligations  hereunder and
                  thereunder,  all as fully and  completely  as though each such
                  new Subsidiary was an original Borrower  hereunder;  (ii) make
                  to  the  Lender  all of the  representations,  warranties  and
                  covenants described in this Agreement,  the Note, the Security
                  Agreement  and all of the other  Financing  Instruments  which
                  have made hereunder and thereunder by the Borrowers; and (iii)
                  agree to be  bound  by and to  observe  all of the  terms  and
                  conditions of this Agreement, the Note, the Security Agreement
                  and  all of  the  other  Financing  Instruments,  jointly  and
                  severally with all of the Borrowers;

                           (b) any and all UCC  financing  statements  which the
                  Lender deems necessary and appropriate in order to perfect its
                  first  priority  perfected  security  interests  in all of the
                  assets of such Subsidiary; and

                           (c)  such  other  agreements,   documents,  financing
                  statements,   instruments,   opinions  and   certificates  and
                  completion of such other matters, as the Lender may reasonably
                  deem necessary or appropriate.



                                      -27-
<PAGE>

         Promptly upon the creation or acquisition of any Subsidiary  created or
acquired after the date hereof,  the Borrowers  shall cause,  at their sole cost
and  expense,  all of the  issued  and  outstanding  shares  of  capital  stock,
membership  interests and other equity  interests of each such  Subsidiary to be
pledged to the Lender so that the Lender has a first priority perfected security
interest in all such shares, membership interests and other equity interests.

         3.3 General Negative Covenants.
             --------------------------

                  3.3.1  Other  Debt.  No  Borrower  will issue any  evidence of
                         -----------
         Indebtedness   or  create,   or  incur,   assume,   guarantee,   become
         contingently liable for or suffer to exist, any Indebtedness except:

                           (a)  Indebtedness  to the Lender arising under any of
                  the Financing Instruments;

                           (b) Purchase Money  Indebtedness of the Borrowers and
                  Indebtedness  of the  Borrowers  incurred  with respect to any
                  Capitalized  Lease of any non-real  estate property and/or any
                  Operating   Lease  of  any  non-real   estate  property  which
                  collectively  are not in  excess of the  aggregate  sum of One
                  Million and 00/100 Dollars ($1,000,000.00);

                           (c) Indebtedness with respect to taxes,  assessments,
                  governmental  charges or levies  which are being  contested in
                  good faith by appropriate proceedings,  provided that adequate
                  reserves with respect  thereto are  maintained on the books of
                  such Borrower in conformity with GAAP; and

                           (d)  current  liabilities  which are  incurred in the
                  ordinary course of business and which are not incurred through
                  (i) the  borrowing  of money or (ii) the  obtaining  of credit
                  except  for  credit  on  an  open  account  basis  customarily
                  extended  and in  fact  extended  in  connection  with  normal
                  purchases of goods and services.

         No  Borrower   shall  enter  into  or  participate  in  any  agreement,
         arrangement  or  transaction  with any Person without the prior written
         consent of the Lender, if the effect of such agreement,  arrangement or
         transaction has, or could reasonably be expected in the future to have,
         the  effect  of  (i)  rendering  such  Borrower  either   primarily  or
         contingently  liable for any  Indebtedness  or other  obligation of any
         Person  (ii)  transferring  any  asset of such  Borrower  to or for the
         benefit of any Person (except as may be otherwise  expressly  permitted
         by this Agreement); or (iii) subjecting any of such Borrower's property
         or assets to any lien in favor of any third party (other than Permitted
         Liens),  including  but not  limited to any  creditor or obligee of any
         Person.

                  3.3.2 Payment of Dividends. No Borrower will pay any dividends
                        --------------------
         either  in  cash or  kind  on any  class  of its  stock  nor  make  any
         distribution  on  account  of their  stock,  nor  redeem,  purchase  or
         otherwise  acquire  directly or indirectly any of their stock,  without
         prior  written  notice to and written  consent of the Lender  except in
         compliance with this subparagraph 3.3.2.

                  3.3.3 Loans By the Borrower. No Borrower will make any loan or
                        ---------------------
         advances to any Person, including, without limitation, its officers and
         employees.

                                      -28-
<PAGE>

                  3.3.4  Investments.  Without the prior written  consent of the
                         -----------
         Lender,  no Borrower will make any  Investments  other than short term,
         investment  grade  securities,  including money market funds, and other
         than Permitted Acquisition Ventures.

                  3.3.5  Mergers.  No Borrower will merge or  consolidate  or be
                         -------
         merged or consolidated  with or into any other Person, or be a party to
         any  reorganization,  change in legal  structure  or any  sale,  lease,
         transfer  or  other  disposition  of  all or  substantially  all of its
         assets.

                  3.3.6  Sales of  Assets.  No  Borrower  will sell,  lease,  or
                         ----------------
         dispose of any of its property or assets  except for sales of Inventory
         in the ordinary and usual course of its business,  and for Equipment no
         longer  needed  in the  operation  of its  business,  so  long  as such
         Borrower  receives   therefor  a  sum   substantially   equal  to  such
         Equipment's fair value.

                  3.3.7 Negative  Pledge.  Without the prior written  consent of
                        ----------------
         the Lender, no Borrower will:

                           3.3.7.1  grant,  create,  incur,  assume or suffer to
                  exist,  or permit any  Person,  whether by means of a power of
                  attorney or  otherwise,  to grant,  create,  incur,  assume or
                  suffer to exist,  any Lien,  upon or with respect to, any Real
                  Property of any such Borrower except for Permitted Liens; or

                           3.3.7.2 sign or file,  or permit any Person,  whether
                  by means of a power of attorney or otherwise, to sign or file,
                  under the Uniform  Commercial  Code of any  jurisdiction,  any
                  financing statement which names any such Borrower as a debtor,
                  or sign, or permit any Person,  whether by means of a power of
                  attorney  or  otherwise,   to  sign  any  security   agreement
                  authorizing   any  secured  party   thereunder  to  file  such
                  financing  statement,  except  in  connection  with  Permitted
                  Liens; or

                           3.3.7.3  agree  with any other  Person  that any such
                  Borrower will not undertake activities  prohibited pursuant to
                  sub-subsections 3.3.7.1 and 3.3.7.2 hereof.

                  To the extent that any  Borrower  violates the  provisions  of
         this subsection  3.3.7 by granting or assigning in favor of any Person,
         a Lien,  upon or with respect to, any Real  Property of such  Borrower,
         such Lien is hereby  deemed to be a Lien in favor of,  and for the sole
         benefit of, the Lender,  until all of the Obligations have been paid in
         full, and in the event that any Person  receives any sums from, or as a
         result of, the sale,  liquidation or distribution of all or any portion
         of any Real Property of the Borrower on account of such Lien, such sums
         are  hereby  deemed  to be held in  trust by such  Person  for the sole
         benefit of the Lender,  and shall be promptly  delivered  to the Lender
         upon receipt,  and shall not be commingled with any other funds of such
         Person.

                  3.3.8 No Liens;  Permitted  Liens.  No Borrower  will grant or
                        ---------------------------
         assume or suffer to exist any Lien with respect to any of its assets or
         property,  tangible  or  intangible,  whether  now  owned or  hereafter
         acquired,  except  for Liens  granted to the  Lender  pursuant  to this
         Agreement, and except for the following  (collectively,  the "Permitted
                                                                       ---------
         Liens"):  (a) liens in respect of taxes,  fees,  assessments  and other
         -----
         governmental  charges not yet due and payable, or with respect to which
         the  validity  thereof is  currently  being  contested in good faith by
         appropriate  proceedings  in  accordance  with the  provisions  of this
         Agreement; (b) landlord's liens in respect of rent not in


                                      -29-
<PAGE>

         default  or Liens in respect of  pledges  or  deposits  under  worker's
         compensation,  unemployment insurance,  social security laws or similar
         legislation or in connection  with appeal and similar bonds  incidental
         to litigation,  mechanics',  laborers',  and  materialmen's and similar
         liens,  if  the  obligations   secured  by  such  liens  are  not  then
         delinquent,  and liens securing statutory obligations incidental to the
         conduct of the business of any Borrower  which do not in the  aggregate
         materially  detract from the value of the property of such  Borrower or
         materially  impair the use thereof in the operation of their respective
         businesses;  (c) judgment  liens which shall not have been in existence
         for a period  longer than thirty (30) days after the  creation  thereof
         (provided no foreclosure or execution action shall have been commenced)
         or if a stay of execution  shall have been obtained for a period longer
         than  thirty  days  after  the  expiration  of such stay  (provided  no
         foreclosure  or  execution  action  shall have yet been  commenced)  or
         judgment  liens for which any  Borrower has obtained a bond in favor of
         the  judgment  holder in the full  amount of the lien and which bond is
         otherwise  satisfactory to Lender;  and (d) Liens  otherwise  permitted
         pursuant to subsection 3.3.1 hereof.

                  3.3.9 Continuance of Business.  No Borrower will engage in any
                        -----------------------
         business other than the businesses in which it is currently  engaged or
         a business  reasonably allied thereto,  and each Borrower will continue
         to conduct and operate its business actively and in good faith.

                                    SECTION 4

                        FINANCIAL AND REPORTING COVENANTS
                        ---------------------------------

         4.1 Reporting Covenants.  BBI shall cause to be furnished to the Lender
             -------------------
all of the following  reports,  statements,  certificates and information  (said
reports,  statements,  certificates and information are hereinafter  referred to
collectively as the "Reporting Requirements"):
                     ----------------------

                  4.1.1 Quarterly Financial Statements. As soon as available and
                        ------------------------------
         are filed  with the SEC but in any event  within  forty-five  (45) days
         after  the  close  of  each  calendar   quarter  of  its  fiscal  year,
         consolidated  and  consolidating  (except the last in each fiscal year)
         financial  statements of the Borrowers,  including balance sheets,  and
         statements of profit and loss and  statements of cash flows  reflecting
         the financial  condition of the Borrowers at the end of such period and
         the results of its  operations  for such period and for the period from
         the beginning of the current fiscal year to the end of such period,  in
         comparative  form with  figures  for the  corresponding  periods of the
         previous fiscal year. Such quarterly statements may be furnished to the
         Lender in the form of BBI's  quarterly  filings  with the SEC under the
         `34 Act, on Form 10-Q.

                  4.1.2 Annual  Financial  Statements.  As soon as available and
                        -----------------------------
         are filed with the SEC but in any event  within  ninety (90) days after
         the close of each fiscal year, consolidated and consolidating financial
         statements of the Borrowers,  including  balance sheets,  statements of
         profit and loss, statements of cash flows, and statements of changes in
         shareholders'  equity,   reflecting  the  financial  condition  of  the
         Borrowers  at the end of  such  fiscal  year  and  the  results  of its
         operations  during  such  fiscal  year (in each case  setting  forth in
         comparative form the corresponding figures for the preceding year) and,
         in the  case of the  consolidated  financial  statements,  audited  and
         reported  upon (in  form  generally  recognized  as  "unqualified")  by
         PricewaterhouseCoopers  LLP, or such other independent certified public
         accountant of nationally  recognized  standing,  prepared in accordance
         with GAAP,  applied  consistently in the  preparation  thereof and with
         prior periods, together with, upon request of the Lender, an opinion of
         such  certified  public  accountant  that to its  knowledge  there  has
         occurred no event which



                                      -30-
<PAGE>

         constitutes,  or which  with the  lapse of time or  giving of notice or
         both  would  constitute  an  Event of  Default  hereunder,  or,  if the
         contrary  appears to be true,  a statement of such Event of Default and
         the nature  thereof.  Such annual  statements  may be  furnished to the
         Lender in the form of BBI's  annual  filings with the SEC under the `34
         Act on Form 10-K.

                  4.1.3 Compliance Certificate.  Upon request of the Lender, but
                        ----------------------
         in any event concurrently with the delivery of the financial statements
         referred  to in  subsections  4.1.1  and  4.1.2  of this  Agreement,  a
         Compliance  Certificate  (the  "Compliance  Certificate"),  in the form
                                         -----------------------
         attached hereto as Schedule 4.1.3 and incorporated herein by reference,
                            --------------
         as completed and signed by a Responsible Officer of BBI.

                  4.1.4 Borrowing Base  Certificate.  Not later twenty (20) days
                        ---------------------------
         after the close of each calendar month the  following:  (i) a Borrowing
         Base  Certificate,  in the form attached  hereto as Schedule  4.1.4 and
                                                             ---------------
         incorporated   herein  by  reference  as  completed  and  signed  by  a
         Responsible  Officer  of BBI;  and  (ii) a report  summarizing  (x) all
         agings of all Accounts,  and (y) a detailed breakdown of all Inventory,
         all as  completed  and signed by a  Responsible  Officer of BBI, and in
         such  form and with  such  detail  or  information  as the  Lender  may
         reasonably request, from time to time.

                  4.1.5 Other  Information.  In addition to the  foregoing,  BBI
                        ------------------
         will furnish (or cause to be furnished to) the Lender from time to time
         with such  financial  information  and  statements  as the  Lender  may
         reasonably request, and, upon request of the Lender, with copies of all
         financial  statements and financial  reports that any Borrower sends or
         makes  available  to its  members of its Board of  Directors  or to any
         governmental authority,  together with copies of all management letters
         of substance and other  reports of substance  submitted to any Borrower
         by its independent accountants in connection with any annual or interim
         audit;  and, upon request of the Lender,  each Borrower will  authorize
         and direct all  accountants  and auditors to exhibit and deliver copies
         of any financial statements, trial balances or other accounting records
         of any sort,  and to  disclose to the Lender any  information  they may
         have  concerning any  Borrower's  financial or business  condition.  In
         addition,  BBI will furnish to the Lender,  promptly after the same are
         delivered  to  its  stockholders  or  the  SEC,  copies  of  all  proxy
         statements, financial statements and reports as any Borrower shall send
         to its  stockholders  or as any  Borrower  may file with the SEC or any
         governmental  authority  at  any  time  having  jurisdiction  over  any
         Borrower.



                                      -31-
<PAGE>


4.2      Financial Covenants.

         Each Borrower shall maintain and observe all of the following financial
covenants,  in each case  determined and  classified on a consolidated  basis in
accordance  with GAAP applied on a consistent  basis at the applicable  dates or
during  the  applicable  time  periods  indicated  in the  following  table (the
"Financial Covenants"):

<TABLE>
<CAPTION>
----------------------------------------- ----------------------------- --------------------------------------------
                                            APPLICABLE DATE OR TIME                  APPLICABLE RATIOS
          FINANCIAL COVENANTS                        PERIOD                      OR MONETARY REQUIREMENTS
----------------------------------------- ----------------------------- --------------------------------------------
<S>                                       <C>                           <C>
Ratio of Consolidated Total Liabilities   For each fiscal quarter, to   Not to exceed 1.50 to 1.00 for each fiscal
to Consolidated Tangible Net Worth          be determined as of the     quarter
                                             last day of each such
                                           fiscal quarter, commencing
                                            with the fiscal quarter
                                             ending March 31, 1999
----------------------------------------- ----------------------------- --------------------------------------------
Capital Expenditures                      For each fiscal year, to be   Not to exceed in the aggregate
                                           determined as of the last    $2,500,000.00 per fiscal year
                                                  day of each
                                               such fiscal year,
                                           commencing with the fiscal
                                                  year ending
                                               December 31, 1999

----------------------------------------- ----------------------------- --------------------------------------------
Consolidated Net Income                   For each fiscal quarter, to   (a) a Net Loss of not more than
                                            be determined as of the     $250,000.00 for the fiscal quarter ending
                                             last day of each such      March 31, 1999;
                                           fiscal quarter, commencing
                                            with the fiscal quarter     (b) a Net Loss of not more than
                                             ending March 31, 1999      $250,000.00 for the fiscal quarter ending
                                                                        June 30, 1999;

                                                                        (c) a Net Loss of not more than  $450,000.00
                                                                        for the fiscal quarter ending  September 30,
                                                                        1999,  and for the fiscal six months  ending
                                                                        December 31, 1999; and

                                                                        (d) a Net  Income of at least  $1.00 for the
                                                                        fiscal quarter ending March 31, 2000 and for
                                                                        each consecutive fiscal quarter thereafter
----------------------------------------- ----------------------------- --------------------------------------------
</TABLE>


                                      -32-
<PAGE>

<TABLE>
<CAPTION>
----------------------------------------- ----------------------------- --------------------------------------------
                                            APPLICABLE DATE OR TIME                  APPLICABLE RATIOS
          FINANCIAL COVENANTS                        PERIOD                      OR MONETARY REQUIREMENTS
----------------------------------------- ----------------------------- --------------------------------------------
<S>                                       <C>                           <C>
----------------------------------------- ----------------------------- --------------------------------------------
Consolidated Debt Service Ratio           For each fiscal quarter, to   (a) At  least  1.50  to 1.00 for the fiscal
                                             be determined as of        the  quarter  ending  March  31, 1999;
                                            last day of each such
                                           fiscal quarter, commencing   (b) At least 1.50 to 1.00 for the period
                                            with the fiscal quarter     of two (2) consecutive fiscal quarters
                                             ending March 31, 1999      ending June 30, 1999;

                                                                        (c) At least  1.00 to 1.00 for the period of
                                                                        three (3) consecutive fiscal quarters ending
                                                                        September 30, 1999; and

                                                                        (d) At least 1.50 to 1.00 for each period of
                                                                        four   (4)   consecutive   quarters   ending
                                                                        December  31,  1999  and on the  last day of
                                                                        each fiscal quarter thereafter

----------------------------------------- ----------------------------- --------------------------------------------
</TABLE>


         Notwithstanding  anything  to the  contrary  in this  Agreement  to the
contrary,  for  purposes  of making  all  calculations  in  connection  with the
covenants  contained in this  subsection  4.2, all accounting  terms used herein
shall be interpreted and all accounting  determinations  hereunder shall be made
in accordance  with GAAP  consistently  applied as in effect on the date of this
Agreement.  In the event of any material  difference at any time between GAAP in
effect on the date of this  Agreement and GAAP from time to time in effect,  the
Compliance  Certificate  required  pursuant to subsection  4.1.3 shall include a
reconciliation   of  the  calculations   required  thereby  with  the  financial
statements being delivered with such certificate.

         4.3.3.3  Limitation on Changes in Fiscal  YearLimitation  on Changes in
                  --------------------------------------------------------------
Fiscal  YearLimitation  on Changes in Fiscal Year. No Borrower  shall change its
-------------------------------------------------
fiscal year without the prior written consent of the Lender.

                                    SECTION 5

                              CONDITIONS OF CLOSING
                              ---------------------

         The  effectiveness of this Agreement and the agreement of the Lender to
make the initial Loan requested to be made by it is subject to the satisfaction,
immediately prior to or concurrently with the making of such Loan on the Closing
Date, of the following conditions precedent:

                  (a) Financing Instruments. The Lender shall have received this
                      ---------------------
         Agreement,  the Note and the Security  Agreement,  each as executed and
         delivered  by a duly  authorized  officer  of each  Borrower,  with the
         signature of such officer properly witnessed and notarized thereon.

                  (b) Actions to Perfect  Security  Interest.  The Lender  shall
                      --------------------------------------
         have received evidence in form and substance reasonably satisfactory to
         it that all  filings,  recordings,  registrations  and  other  actions,
         including,  without  limitation,  the filing of duly executed financing
         statements  on form UCC-1,  necessary or, in the opinion of the Lender,
         desirable to perfect the security interest

                                      -33-
<PAGE>

         created by the Security Agreement shall have been completed (or, to the
         extent  that any such  filings,  recordings,  registrations  and  other
         actions shall not have been completed, arrangements satisfactory to the
         Lender for the completion thereof shall have been made).

                  (c)  Pledged  Stock;  Stock  Powers.  The  Lender  shall  have
                       ------------------------------
         received the original  certificates  representing the shares of capital
         stock  pledged  pursuant to the Security  Agreement,  together  with an
         undated  stock power for each such  certificate  executed in blank by a
         duly authorized officer of each Borrower.

                  (d) Lien Searches.  The Lender shall have received the results
                      -------------
         of a recent search by a Person reasonably satisfactory to the Lender of
         the UCC,  judgment and tax lien filings  which may have been filed with
         respect  to  real  and  personal  property  of  each  Borrower  in  the
         jurisdictions  set forth in  Schedule  5(d),  and the  results  of such
                                      --------------
         search shall be satisfactory to the Lender.

                  (e) Insurance. The Lender shall have received evidence in form
                      ---------
         and substance  satisfactory to it that all of the  requirements of this
         Agreement  and the Security  Agreement  requiring  the  maintenance  of
         insurance shall have been satisfied.

                  (f) Authority Documents. The Lender shall have received a copy
                      -------------------
         of the resolutions,  in form and substance  satisfactory to the Lender,
         of the  Board  of  Directors  of  each  Borrower  authorizing  (i)  the
         execution,  delivery and  performance  of this  Agreement and the other
         Financing   Instruments  to  which  it  is  a  party,  (ii)  the  Loans
         contemplated  hereunder  and (iii) the  granting by it of the  security
         interests  created  pursuant to the  Security  Documents  to which each
         Borrower  is a party,  all as  certified  by the Clerk or an  Assistant
         Clerk of each Borrower as of the Closing Date, which  certificate shall
         be in form and  substance  reasonably  satisfactory  to the  Lender and
         shall  state  that  the  resolutions  thereby  certified  have not been
         amended, modified, revoked or rescinded.

                  (g) Incumbency  Certificate.  The Lender shall have received a
                      -----------------------
         certificate of each  Borrower,  dated as of the Closing Date, as to the
         incumbency  and  signature  of  the  officers  of  each  such  Borrower
         executing any Financing Instrument reasonably  satisfactory in form and
         substance  to the  Lender,  executed  by  the  President  or  any  Vice
         President and the Clerk or any Assistant Clerk of each such Borrower.

                  (h) Corporate  Documents.  The Lender shall have received true
                      --------------------
         and complete copies of the articles of organization and by-laws of each
         Borrower,  as  certified as of the Closing Date as complete and correct
         copies  thereof  by the  Clerk  or an  Assistant  Clerk  of  each  such
         Borrower.

                  (i) Legal Existence,  Good Standing and Foreign  Qualification
                      ----------------------------------------------------------
         Certificates.  The Lender  shall have  received  certificates  of legal
         ------------
         existence,  good standing and foreign  qualification for each Borrower,
         all of recent date issued by the appropriate Secretary of State.

                  (j) Borrowing Base Certificate. The Lender shall have received
                      --------------------------
         (i) a borrowing base certificate, in the form referred to in subsection
         4.1.4 above and (ii) a report summarizing all agings of Account and all
         Inventory,  in such form and with such  detail  or  information  as the
         Lender  may  reasonably  request,  all as  completed  and  signed  by a
         Responsible Officer of BBI.



                                      -34-
<PAGE>

                  (k) Legal Opinion.  The Lender shall have received an executed
                      -------------
         legal opinion of Perkins, Smith & Cohen, LLP, counsel to the Borrowers,
         covering such matters related to the transactions  contemplated by this
         Agreement  and  the  other  Financing  Instruments  as the  Lender  may
         reasonably request. Such legal opinion shall be in a form and substance
         reasonably acceptable to the Lender and its counsel.

                  (l) Fees and Expenses.  The Lender shall have received (i) the
                      -----------------
         Restructuring Fee; and (ii) reimbursement or payment of all legal fees,
         costs  and  expenses  incurred  by the  Lender in  connection  with the
         transactions contemplated herein.

                                    SECTION 6

                                EVENTS OF DEFAULT
                                -----------------

         Notwithstanding  any  provision  to  the  contrary  in  any  instrument
evidencing  any  Obligation,  the occurrence of any one or more of the following
shall constitute and mean an "Event of Default" under this Agreement:
                              ----------------

         6.1 Any statement,  report,  certificate,  representation  or warranty,
made or furnished by any Borrower in, or in  connection  with the  execution and
delivery of this Agreement or any of the Financing Instruments, or in compliance
with the  provisions of this Agreement or any of the Financing  Instruments,  or
otherwise furnished to the Lender at any time, shall prove to have been false or
erroneous  when  made in any  material  respect,  or  omits  or fails to state a
material fact  necessary in order to make the  statements  contained  therein or
herein not misleading;

         6.2 Any  Borrower  shall  fail  to make  payment  of the  principal  or
interest on the Loans when and as due;

         6.3 Any  Borrower  shall fail to make  payment of any other  Obligation
within fifteen (15) days of the date when and as due;

         6.4 Any Borrower shall fail to perform, observe, comply with or satisfy
any covenant,  agreement or condition  contained in this  Agreement  (other than
payment of any  Obligation)  not cured within thirty (30) days of the earlier of
(i) notice by the Lender to BBI or (ii) actual  knowledge by any Borrower of the
occurrence  thereof,  plus such  additional time as may be required to cure such
default  because of delays  beyond any  Borrower's  control,  if such default is
susceptible  of being cured and if the Borrowers are acting in good faith and is
making diligent efforts to cure such default; provided,  however, that such cure
                                              ------------------
period  shall not exceed the  aggregate  of ninety (90) days and shall not apply
to: (a) any transfer or voluntary  encumbrance  of assets;  (b) any failure with
respect  to any  requirement  of any  Borrower  to give  notice to the Lender as
provided herein; (c) the Reporting  Requirements or the Financial Covenants;  or
(d) any event  which is  otherwise  an Event of  Default  pursuant  to any other
subsections of this Section 6; and such cure period shall run concurrently with,
and not in addition to, any and all applicable  grace or cure periods  contained
in any of the other Financing Instruments;

         6.5 Any Borrower shall default in payment of (a) any  obligation  under
any  lease  which  default  could  materially   adversely  affect  the  business
operations of any Borrower;  or (b) any obligation or  Indebtedness to any other
Person at any time  outstanding,  continued for a period sufficient to cause the
acceleration of the maturity of such obligation or Indebtedness  (whether or not
such obligation or

                                      -35-
<PAGE>

Indebtedness is actually  accelerated)  and such  acceleration  could materially
adversely affect the business operations of any Borrower;

         6.6 Failure,  generally,  of any Borrower to pay its debts when due and
such failure could materially  adversely  affect the business  operations of any
Borrower; or the taking of possession,  custody or control of, or the attachment
by judicial process of, or issuance of an injunction against, or creation of any
other Lien (other than in favor of the Lender) upon,  any part of any Borrower's
property or assets by any Person,  which action is not  dissolved  within thirty
(30) days;

         6.7 Any Borrower:

                  6.7.1 files a voluntary  petition  in  bankruptcy  (which term
         includes any action under Title 11 of the United  States Code  entitled
         "Bankruptcy" and commonly referred to as the "Bankruptcy Code"); or
                                                       ---------------

                  6.7.2 is adjudicated a bankrupt or insolvent; or

                  6.7.3 files any petition or answers  seeking or acquiescing in
         any    reorganization,    arrangement,    composition,    readjustment,
         liquidation,  dissolution  or similar  relief for itself  under any law
         relating to bankruptcy, insolvency or other relief for debtors; or

                  6.7.4 seeks or consents to or acquiesces in the appointment of
         any trustee, receiver, master or liquidator (or other similar official)
         of itself or of all or any substantial part of its property; or

                  6.7.5  makes  any  general   assignment  for  the  benefit  of
         creditors; or

                  6.7.6  admits in writing to its general  inability  to pay its
         debts as they become due;

         6.8  Commencement of any bankruptcy,  insolvency,  or other  creditor's
relief proceedings against, or entry by a court of competent jurisdiction of any
order,  judgment or decree  approving  a petition  filed  against any  Borrower,
seeking any reorganization, arrangement, composition, readjustment, liquidation,
dissolution  or similar  relief under any present or future federal or state law
or regulation relating to bankruptcy,  insolvency,  or other relief for debtors,
which proceeding, order, judgment or decree remains unvacated or unstated for an
aggregate  of thirty  (30) days,  whether or not  consecutive,  from the date of
entry thereof;

         6.9 A material  portion of any  Borrower's  assets  shall be damaged by
fire or other  casualty,  the  restoration or  replacement  cost of which damage
exceeds,  in the aggregate,  the amount of insurance  proceeds readily available
(less  applicable  deductibles  and plus capital in an amount which, in Lender's
sole  discretion (a) is available for such purposes and (b)  expenditure of such
capital  for such  purposes is  appropriate  under the  circumstances)  for such
restoration or replacement;

         6.10 The issuance or existence of any judgment or judgments against any
Borrower by any court of competent jurisdiction, or other governmental authority
of competent jurisdiction, aggregating in excess of One Hundred Thousand Dollars
($100,000)  in any fiscal year,  and not covered by  insurance,  not paid within
thirty (30) days of the date thereof;

                                      -36-
<PAGE>

         6.11 The loss,  suspension or revocation  of any  governmental  license
required  or  necessary  in  connection  with the  operation  of any  Borrower's
business;

         6.12 Service of any process upon the Lender  seeking to attach by means
of trustee process any funds of any Borrower or of any Affiliate on deposit with
Lender, which attachment or process is not dissolved within thirty (30) days; or

         6.13 The  occurrence  of any  change  in any  Borrower's  condition  or
affairs  (financial or  otherwise)  that,  in the Lender's  reasonable  opinion,
impairs the Lender's  security or  materially  increases the Lender's risk under
this Agreement or the Financing  Instruments,  or the occurrence of any event or
circumstance  with respect to any Borrower such that the Lender reasonably deems
itself insecure.

                                    SECTION 7

                                    REMEDIES
                                    --------

         7.1 General  Remedies.  In addition to and without in any way  limiting
             -----------------
any other rights and remedies available to the Lender under this Agreement prior
to an Event of Default, or any other rights and remedies available to the Lender
(whether  prior to or after an Event  of  Default)  under  any of the  Financing
Instruments or under applicable law or in equity,  upon and at any time or times
after the occurrence of any Event of Default hereunder:

                  7.1.1 the Lender may  declare  and cause all or any portion of
the Obligations to be immediately due and payable;

                  7.1.2  the  Lender  may  decline  to honor  the  credit of any
         Borrower or may refuse to make further advances to any Borrower;


                  7.1.3  the  Lender  shall  have  the  right  to  apply  to the
         Obligations  any deposits or other sums at any time  credited by or due
         from the Lender to any Borrower; and

                  7.1.4  the  Lender  may  treat  any or  all  of the  Financing
         Instruments  as  being in  default  and may  exercise  any  rights  and
         remedies thereunder as it shall deem appropriate.

         7.2 Cumulative Remedies. The enumeration of rights and remedies herein,
             -------------------
and in each of the Financing Instruments, shall be cumulative and not exclusive,
and shall be in addition  to, and shall not  exclusive  of, any other  rights or
remedies the Lender may have,  whether under the UCC or other applicable law, or
in equity,  or otherwise.  The Lender shall,  in its  discretion,  determine its
choice of rights and  remedies  and the order in which they shall be  exercised,
and whether or not, and which,  Collateral  is to be proceeded  against,  and in
which order. The exercise of any right or remedy shall not preclude the exercise
of others.

                                    SECTION 8

                                     WAIVER
                                     ------

         8.1  Waiver By the  Borrowers.  Each  Borrower  hereby  waives  demand,
              ------------------------
presentment, protest and notice thereof with respect to any and all instruments,
notice of acceptance  hereof,  notice of Loan or


                                      -37-
<PAGE>

advances made,  credit extended,  or any other action taking in reliance herein,
and all other  notices  and demands of any kind  except as  expressly  set forth
herein.

         8.2 Lender's Option To Waive. The Lender may at its sole discretion, at
             ------------------------
any time and from time to time,  waive  any of the  requirements  or  provisions
hereof,  or contained  within any of the Financing  Instruments,  or any default
hereunder  or under any of the  Financing  Instruments,  but only by an  express
written waiver signed by an authorized  officer of the Lender; no act other than
an express written  waiver,  nor any failure to act or delay by the Lender shall
constitute a waiver of any requirement or provision of, or any default under, or
any of the  Lender's  rights or remedies  under,  this  Agreement  or any of the
Financing  Instruments.  No  single  or  partial  waiver  by the  Lender  of any
provision of this Agreement or any of the Financing  Instruments,  or any breach
or  default  thereunder,  or of any right or remedy  which the  Lender may have,
shall  operate as a waiver of any other  provision,  breach,  default,  right or
remedy, nor of the same one on any future occasion.

                                    SECTION 9

                                  MISCELLANEOUS
                                  -------------

         9.1 Deposits As  Collateral;  Set-Off.  Any and all  deposits,  Deposit
             ---------------------------------
Accounts, and other sums at any time credited by or due to any Borrower from the
Lender or any of its  banking or lending  affiliates  or any lender  acting as a
participant under any loan arrangement between the Lender and any Borrower,  and
any cash, certificates of deposit, securities,  instruments, documents, policies
and certificates of insurance, goods, Accounts, choses in action, Chattel Paper,
and other  property  of any  Borrower  in the  possession  or control  of, or in
transit to or from, the Lender, or any of its banking or lending affiliates,  or
any lender acting as a participant under any loan arrangement between the Lender
and any Borrower,  or any third party acting on the Lender's behalf,  regardless
of the reason the  Lender,  or such other  party,  receives or is to receive the
same  (whether in pledge,  or for  safekeeping,  or as agent for  collection  or
transmission   or   otherwise)   and   regardless  of  whether  the  Lender  has
conditionally  released the same, shall at all times constitute security for any
and all  Obligations,  and may be applied or set off against such Obligations at
any time, whether or not other collateral is available to the Lender.

         9.2   Survival  of   Covenants;   Binding   Effect.   All   agreements,
               --------------------------------------------
representations,   covenants  and  warranties  made  by  any  Borrower  in  this
Agreement,  the Financing  Instruments,  or in any certificate or other document
delivered to the Lender in connection  herewith shall survive the termination of
this  Agreement and survive the execution  and delivery of this  Agreement,  and
shall remain in full force and effect until all  Obligations  to the Lender have
been paid in full and satisfied,  and the security  interests and rights granted
to the Lender in any collateral and its rights and remedies  hereunder and under
the   Financing   Instruments   shall   continue   in  full   force  and  effect
notwithstanding  the fact that any Borrower's Loan account may from time to time
be in a zero or credit position,  until all Obligations have been satisfied. All
the terms and provisions of this Agreement and the Financing  Instruments  shall
be binding  upon and inure to and be  enforceable  by and  against  the  parties
hereto and their respective successors and assigns.

         9.3 Termination of Agreement.
             ------------------------

                  9.3.1  This  Agreement  shall  terminate  upon the  final  and
         irrevocable  payment in full by the  Borrowers of the  Obligations,  or
         upon  acceleration  of the  Obligations  pursuant  to the terms of this
         Agreement.



                                      -38-
<PAGE>

                  9.3.2 The  termination of this Agreement  shall not affect any
         rights of any  Borrower or the Lender  arising  prior to the  effective
         date of such termination, as the case may be, and the provisions hereof
         shall continue to be fully  operative  until all  transactions  entered
         into,  rights created or Obligations  incurred prior to such occurrence
         or  termination  shall  have  been  fully  disposed  of,  concluded  or
         liquidated.   Upon  termination  of  this  Agreement,  all  Obligations
         (including,  without  limitation,  the Loans)  shall be due and payable
         without  notice or demand.  The  security  interests,  liens and rights
         granted to the Lender  hereunder  and under any  instrument or document
         delivered  pursuant hereto or in connection  herewith shall continue in
         full  force  and  effect,   notwithstanding  the  termination  of  this
         Agreement  or the fact that any  Borrower's  Accounts  may from time to
         time be temporarily in a credit position,  until all of the Obligations
         have   been   paid  in  full   after  the   termination   hereof.   All
         representations,   warranties,   covenants,   waivers  and   agreements
         contained herein shall survive the termination  hereof unless otherwise
         provided.

                  Notwithstanding the foregoing, if after receipt of any payment
         of all or any part of the  Obligations,  the  Lender is for any  reason
         compelled  to surrender  such  payment to any person or entity  because
         such  payment is  determined  to be void or voidable  as a  preference,
         impermissible  setoff,  a  diversion  of trust  funds or for any  other
         reason,  this Agreement  shall continue in full force and each Borrower
         shall be liable to, and shall  indemnify  and hold the Lender  harmless
         for, the amount of such payment surrendered until the Lender shall have
         been  finally  and  irrevocably  paid in full.  The  provisions  of the
         foregoing  sentence shall be and remain effective  notwithstanding  any
         contrary  action  which may have been taken by the  Lender in  reliance
         upon such  payment,  and any such  contrary  action  so taken  shall be
         without prejudice to the Lender's rights under this Agreement and shall
         be deemed to have been  conditioned  upon such  payment  having  become
         final and irrevocable.

         9.4 Conflict of Terms.  In the event of any  conflict or  contradiction
             -----------------
between or among any provision or provisions of this Agreement and any provision
or provisions of any of the other Financing Instruments,  the provisions of this
Agreement shall govern.

         9.5 Prior Discussions;  Amendments in Writing; Counterparts;  Filing As
             -------------------------------------------------------------------
Financing  Statement.   This  Agreement  and  all  other  Financing  Instruments
--------------------
incorporate  all  discussions  and  negotiations  between the  Borrowers and the
Lender,  either express or implied,  concerning the matters  included herein and
therein,  any  custom  or  usage  to  the  contrary  notwithstanding.   No  such
discussions  or  negotiations  shall  limit,  modify,  or  otherwise  affect the
provisions  of the  Financing  Instruments.  This  Agreement  may be  amended or
modified only in writing  signed by the parties  hereto,  and in the case of the
Lender  signed by a duly  authorized  officer  thereof.  This  Agreement  may be
executed  in two or  more  counterparts,  each  of  which  shall  constitute  an
original,  but such  counterparts  together  shall  constitute  one and the same
instrument.

         9.6 General  Indemnification.  Each  Borrower  shall,  and does hereby,
             ------------------------
further  indemnify and save the Lender  harmless  from any and all  liabilities,
damages, costs, losses and expenses (including,  without limitation, court costs
and  attorney's  reasonable  fees and  expenses)  that the Lender may sustain or
incur by reason  of,  relating  to or  arising  out of the  preparation  of this
Agreement, or in collecting or enforcing the Obligations, or in enforcing any of
Lender's  rights or remedies,  or in the prosecution or defense of any action or
proceeding  concerning  any  matter  growing  out  of  or  connected  with  this
Agreement, any of the Financing Instruments,  or the Obligations,  or on account
of the Lender's  relationship  with any Borrower (each of which may be defended,
compromised,  settled  or  pursued  by  the  Lender  with  counsel  of  Lender's
selection,  at the sole expense of the  Borrowers)  except for such claims



                                      -39-
<PAGE>

which have been  determined by a court of competent  jurisdiction to have arisen
out of the Lender's gross  negligence or bad faith.  The within  indemnification
shall survive termination of this Agreement.  Each Borrower's  obligations under
this  subsection  constitute  part of the  Obligations  secured by the  security
interest created by this Agreement and by the other Financing Instruments.

         9.7  Destruction  of Documents;  Jurisdiction.  This  Agreement and all
              ----------------------------------------
other Financing Instruments may be reproduced by the Lender by any photographic,
photostatic,  microfilm,  or similar  process,  and the Lender may  destroy  the
original from which any document was so reproduced.  Any such reproduction shall
be  admissible   in  evidence  as  the  original   itself  in  any  judicial  or
administrative  proceeding  (whether  or not the  original is in  existence  and
whether or not such  reproduction  was made in the regular  course of business).
Each  Borrower  acknowledges  receipt of a true,  correct and  complete  copy or
counterpart of this Agreement.

         9.8  Notices.  All  notices,  requests  and  demands  to  or  upon  the
              -------
respective  parties  hereto to be effective  shall be in writing  (including  by
facsimile transmission),  and, unless otherwise expressly provided herein, shall
be deemed  to have  been duly  given  when  delivered  by hand,  or when sent by
facsimile  transmission  or by  telex,  answer  back  received,  or on the first
Business Day after delivery to any overnight delivery service,  freight prepaid,
or three (3) Business  Days after being sent by certified  or  registered  mail,
return receipt requested,  postage prepaid, and addressed as follows, or to such
other address as may be hereafter notified by the respective parties hereto:

  (a)      If to any Borrower
           then:                   Boston Biomedica, Inc.
                                   375 West Street
                                   West Bridgewater, MA  02379
                                   Attention:   Richard T. Schumacher, President
                                   Telecopy No: 508-580-1110

                  with copies to:  Perkins, Smith & Cohen, LLP
                                   One Beacon Street
                                   Boston, MA  02108-3106
                                   Attention:  Howard L. Levin, Esq.
                                   Telecopy No:  617-854-4040

  (b)      If to the Lender, then: BankBoston, N.A.
                                   Middle Market Lending
                                   Worcester Tower
                                   100 Front Street
                                   Worcester, MA 01608-1438
                                   Attention: G. Christopher Miller, Director
                                   Mail Stop: MA-CEN 72-18-04
                                   Telecopy No: 508-770-7740

                  with copies to:  Peabody & Arnold LLP
                                   50 Rowes Wharf
                                   Boston, MA  02110
                                   Attention: Frank S. Hamblett, Esq.
                                   Telecopy No:  617-951-2125



                                      -40-
<PAGE>

         9.9 Application of Proceeds.  The proceeds of any  collection,  sale or
             -----------------------
disposition  of the  Collateral,  or of any other payments  received  hereunder,
shall be applied  toward the  Obligations in such order and manner as the Lender
determines in its sole discretion,  any statute (the application of which may be
waived  or  modified   by   agreement),   customs  or  usage  to  the   contrary
notwithstanding.  The  Borrowers  shall  remain  liable  to the  Lender  for any
deficiency remaining following such application.

         9.10  Continuance  of  Defaults.  As  used  herein,  and  in any of the
               -------------------------
Financing Instruments, upon any and each occurrence of an Event of Default, such
Event of Default  shall be deemed to continue  until cured by the  Borrowers  in
accordance  with this Agreement (and the applicable  provisions of the Financing
Instruments,  as the case may be), and until such time as the Borrowers  request
and receive from the Lender the Lender's written  acknowledgment that such Event
of  Default  (as  specified  in the  request)  has been  cured  and is no longer
continuing,  which acknowledgment the Lender shall not unreasonably  withhold or
delay.

         9.11  Severability.  If any  provision of this  Agreement or any of the
               ------------
Financing  Instruments,  or any portion of such  provision,  or the  application
thereof to any person or  circumstance,  shall to any extent be held  invalid or
unenforceable,  the remainder of this Agreement and the Financing Instruments or
the remainder of such provision and the application  thereof to other 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  hereof and of the
Financing  Instruments  shall  be  valid  and  enforced  to the  fullest  extent
permitted by law. To the extent  permitted by law, the parties  hereto waive any
provision of law which renders any such provision prohibited or unenforceable in
any respect.

         9.12  Headings.  Headings  appearing in this Agreement are intended for
               --------
convenience only and do not constitute and shall not be interpreted to be a part
of this Agreement.

         9.13 Governing Law; Sealed  Instrument.  This Agreement is executed and
              ---------------------------------
delivered in The  Commonwealth of  Massachusetts,  and for all purposes shall be
construed in  accordance  with and governed by the laws of The  Commonwealth  of
Massachusetts,  and shall  take  effect as a sealed  instrument.  Each  Borrower
submits  itself  to the  jurisdiction  of the  Courts  of  The  Commonwealth  of
Massachusetts  for  all  purposes  with  respect  to  this  Agreement  and  each
Borrower's relationship with the Lender.

         9.14 Force Majeure.  The Lender shall not be responsible  for delays or
              -------------
failures in  performance  hereunder  resulting  from causes  beyond its control,
including without  limitation,  acts of God, strikes,  lockouts,  riots, acts of
war,  governmental   regulations,   fire,  communication  line  failures,  power
failures, earthquakes or other disasters.

         9.15 Joint and Several.  All of the obligations and liabilities of each
              -----------------
of Borrower under this Agreement and all of the other Financing  Instruments are
joint and several.

         9.16  Interpretation  of  Agreement.   Should  any  provision  of  this
               -----------------------------
Agreement  or  the  other  Financing   Instruments  require   interpretation  or
construction,  it is agreed by the parties hereto that the court, administrative
body, or other entity  interpreting  or construing  this  Agreement or the other
Financing  Instruments shall not apply a presumption that the provisions thereof
shall be more  strictly  construed  against  one  party by reason of the rule of
construction  that a document is to be construed more strictly against the party
who itself or through its agents  prepared  the same,  it being  agreed that the
parties and/or their respective  attorneys and agents have fully participated in
the  preparation  of all  provisions of this  Agreement and the other  Financing
Instruments.

                                      -41-
<PAGE>

            [THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY]


                                      -42-
<PAGE>



         EXECUTED  as an  instrument  under  seal as of the day and  year  first
stated above.

                                   BORROWERS:

WITNESS:                           BOSTON BIOMEDICA, INC.

______________________________     By:_________________________________
Name:                                   Kevin W. Quinlan, Treasurer

WITNESS:                                    BBI BIOTECH RESEARCH
                                        LABORATORIES, INC. (f/k/a BTRL Contracts
                                        and Services, Inc.)

______________________________     By:_________________________________
Name:                                   Kevin W. Quinlan, Treasurer

WITNESS:                                    BBI CLINICAL LABORATORIES,
                                        INC. (f/k/a BBI-North American Clinical
                                        Laboratories, Inc.)

______________________________     By:_________________________________
Name:                                   Kevin W. Quinlan, Treasurer

WITNESS:                                    BBI SOURCE SCIENTIFIC, INC.


______________________________     By:_________________________________
Name:                                   Kevin W. Quinlan, Treasurer

WITNESS:                                    BBI BIOSEQ, INC.


______________________________     By:_________________________________
Name:                                   Kevin W. Quinlan, Treasurer

                                     LENDER:

WITNESS:                                BANKBOSTON, N.A. (f/k/a The First
                                     National Bank of Boston)


______________________________      By:_________________________________
Name:                                   G. Christopher Miller, Director



                                      -43-
<PAGE>


                          COMMONWEALTH OF MASSACHUSETTS

___________, ss.                                                     August __,
                                                                     1999


         Then personally appeared the above-named Kevin W. Quinlan, as Treasurer
of each of Boston Biomedica, Inc., BBI Biotech Research Laboratories,  Inc., BBI
Clinical Laboratories,  Inc., BBI Source Scientific,  Inc., and BBI BioSeq, Inc.
and acknowledged  the foregoing  instrument to be his free act and deed, and the
free  act and deed of each of  Boston  Biomedica,  Inc.,  BBI  Biotech  Research
Laboratories, Inc., BBI Clinical Laboratories, Inc., BBI Source Scientific, Inc.
and BBI BioSeq, Inc., before me.

      ----------------------------                                        Notary
Public
                                             My commission expires:
                                             [AFFIX NOTARIAL SEAL]

                          COMMONWEALTH OF MASSACHUSETTS

_________, ss.                                                   August __, 1999


         Then personally  appeared the  above-named G.  Christopher  Miller,  as
Director of BankBoston,  N.A., and acknowledged  the foregoing  instrument to be
his free act and deed and the free act and deed of BankBoston, N.A., before me.

      ----------------------------                                        Notary
Public
                                             My commission expires:
                                             [AFFIX NOTARIAL SEAL]

                                      -44-
<PAGE>


                                 Schedule 4.1.3

                             COMPLIANCE CERTIFICATE
                             ----------------------

TO:      BANKBOSTON, N.A. (f/k/a The First National Bank of Boston)
         Worcester Tower
         100 Front Street
         Worcester, MA 01608-1438

         Reference  is  hereby  made to a certain  First  Amended  and  Restated
Commercial  Loan  Agreement,  dated  as of June  30,  1999  (as the  same may be
amended,  modified,  substituted,  extended or restated,  from time to time, the
"Loan  Agreement")  by and among (a) BOSTON  BIOMEDICA,  INC.,  a  Massachusetts
 ---------------
corporation,  for itself  (when  acting for  itself,  "BBI") and as Agent  (when
                                                       ---
acting in such  capacity,  the  "Borrower  Agent") for all of the  Borrowers (as
                                 ---------------
defined below), (b) all of the SUBSIDIARIES of BBI (said Subsidiaries,  together
with BBI and any and all other  Subsidiaries  which may from time to time become
parties  thereto,  are  hereinafter  sometimes  referred to  collectively as the
"Borrowers"  and each  singly  as a  "Borrower")  and (c)  BANKBOSTON,  N.A.,  a
 ---------                            --------
national banking  association (f/k/a The First National Bank of Boston)(together
with its  successors  and assigns,  the  "Lender").  All  capitalized  terms not
                                          ------
defined herein but defined in the Loan  Agreement  shall have the meanings given
to such terms in the Loan Agreement.

         The  undersigned  hereby  certifies  that  he or she  is a  Responsible
Officer of BBI and as such, is authorized,  for and on behalf of BBI, to execute
and deliver this  Compliance  Certificate  to the Lender in accordance  with the
provisions of the Loan Agreement. Pursuant to the provisions of subsection 4.1.3
of the Loan  Agreement,  the  undersigned  hereby  certifies  to the  Lender  as
follows:

                  1.  Each of the  representations  and  warranties  made by the
         Borrowers  in or pursuant  to the  Financing  Instruments  are true and
         correct in all material  respects on and as of the date  hereof,  as if
         made  on and as of the  date  hereof,  except  (a) to the  extent  such
         representations  and warranties  expressly relate to an earlier date in
         which  case  such  representations  and  warranties  shall  be true and
         correct in all material  respects as of such earlier  date,  and (b) as
         follows:

                                                [Describe divergences, if any]

                  2. Since the end of the last fiscal  quarter of the Borrowers,
         no material  adverse  change on the business,  operations,  property or
         condition  (financial or otherwise) of any of the Borrowers  taken as a
         whole has occurred except:

                               [Describe, if any]

                  3. The  undersigned  has reviewed or caused to be reviewed all
         of the  Financing  Instruments,  and based upon such  review and to the
         knowledge  of the  undersigned,  no  Default  or Event of  Default  has
         occurred  and is  continuing  as of the date hereof (or if  applicable,
         will occur after giving effect to the making of the Loans  requested to
         be made on the date hereof), except as follows:

                    [Describe Defaults or Events of Default]



                                      -45-
<PAGE>

                  4. Except as set forth in the certificates attached hereto and
         except as  heretofore  disclosed  to the Lender in previous  Compliance
         Certificates,  there  has  been  no  change  (i)  in  the  Articles  of
         Organization  or  By-Laws  of any  of the  Borrowers,  or  (ii)  in the
         incumbency  of the  officers of each  Borrower  whose  signatures  have
         heretofore been certified to the Lender.

                  5. The financial statements submitted herewith (if any) are in
         compliance  with the  provisions of  subsections  4.1.1 or 4.1.2 of the
         Loan  Agreement,  whichever  is  applicable,  and  fairly  present  the
         financial   condition  of  the  Borrowers  and  the  results  of  their
         operations  for the period ended  __/__/__ (the  "Applicable  Financial
                                                           ---------------------
         Statements  Date"),  in  accordance  with  GAAP  consistently  applied,
         ----------------
         [subject only to year-end adjustments and audit].]

                  6. The Borrowers are in complete compliance with the Financial
         Covenants  as  of  the  Applicable   Financial   Statements   Date,  as
         demonstrated below.

<TABLE>
<CAPTION>

--------------------------------- ------------------------- ---------------------------- ---------------------
                                  APPLICABLE DATE OR TIME        APPLICABLE RATIOS           ACTUAL AS OF
      FINANCIAL COVENANTS                  PERIOD            OR MONETARY REQUIREMENTS          __/__/__
--------------------------------- ------------------------- ---------------------------- ---------------------
<S>                               <C>                       <C>                          <C>
Ratio of Consolidated Total       For each fiscal           Not to exceed 1.50 to 1.00         ___:___
Liabilities to Consolidated       quarter, to be            for each fiscal quarter
Tangible Net Worth                determined as of the
                                  last day of each such
                                  fiscal quarter,
                                  commencing with the
                                  fiscal quarter
                                  ending March 31, 1999
--------------------------------- ------------------------- ---------------------------- ---------------------
Capital Expenditures              For each fiscal year,     Not to exceed in the               ___:___
                                  to be determined as of    aggregate $2,500,000.00
                                  the last day of each      per fiscal year
                                  such fiscal year,
                                  commencing with the
                                  fiscal year ending
                                  December 31, 1999

--------------------------------- ------------------------- ---------------------------- ---------------------
</TABLE>


                                      -46-
<PAGE>

<TABLE>
<CAPTION>

--------------------------------- ------------------------- ---------------------------- ---------------------
                                  APPLICABLE DATE OR TIME        APPLICABLE RATIOS           ACTUAL AS OF
      FINANCIAL COVENANTS                  PERIOD            OR MONETARY REQUIREMENTS          __/__/__
--------------------------------- ------------------------- ---------------------------- ---------------------
<S>                               <C>                       <C>                          <C>
Consolidated Net Income           For each fiscal           (a) a Net Loss of not more         ___:___
                                  quarter, to be            than $250,000.00 for the
                                  determined as of the      fiscal quarter ending
                                  last day of each such     March 31, 1999;
                                  fiscal quarter,
                                  commencing with the       (b) a Net Loss of not more
                                  fiscal quarter            than $250,000.00 for the
                                  ending March 31, 1999     fiscal quarter ending June
                                                            30, 1999;

                                                            (c)  a Net  Loss  of
                                                            not    more     than
                                                            $450,000.00  for the
                                                            fiscal       quarter
                                                            ending September 30,
                                                            1999,  and  for  the
                                                            fiscal   six  months
                                                            ending  December 31,
                                                            1999; and

                                                            (d) a Net  Income of
                                                            at least  $1.00  for
                                                            the  fiscal  quarter
                                                            ending   March   31,
                                                            2000  and  for  each
                                                            consecutive   fiscal
                                                            quarter thereafter
--------------------------------- ------------------------- ---------------------------- ---------------------

</TABLE>

                                      -47-
<PAGE>

<TABLE>
<CAPTION>

--------------------------------- ------------------------- ---------------------------- ---------------------
                                  APPLICABLE DATE OR TIME        APPLICABLE RATIOS           ACTUAL AS OF
      FINANCIAL COVENANTS                  PERIOD            OR MONETARY REQUIREMENTS          __/__/__
--------------------------------- ------------------------- ---------------------------- ---------------------
<S>                               <C>                       <C>                          <C>
Consolidated Debt Service Ratio   For each fiscal           (a)  At least 1.50 to 1.00         ___:___
                                  quarter, to be            for the fiscal quarter
                                  determined as of the      ending March 31, 1999;
                                  last day of each such
                                  fiscal quarter,           (b)  At least 1.50 to 1.00
                                  commencing with the       for the period of two (2)
                                  fiscal quarter ending     consecutive fiscal
                                  March 31, 1999            quarters ending June 30,
                                                            1999;

                                                            (c) At least 1.00 to
                                                            1.00 for the  period
                                                            of     three     (3)
                                                            consecutive   fiscal
                                                            quarters      ending
                                                            September  30, 1999;
                                                            and  (d)  At   least
                                                            1.50  to  1.00   for
                                                            each  period of four
                                                            (4)      consecutive
                                                            quarters      ending
                                                            December   31,  1999
                                                            and on the  last day
                                                            of    each    fiscal
                                                            quarter thereafter

--------------------------------- ------------------------- ---------------------------- ---------------------
</TABLE>

Attached hereto as Appendix A are  calculations  demonstrating  that, based upon
                   ----------
the  financial  statements  of the Borrowers  submitted  herewith (if any),  the
Borrowers  were in  compliance  with all of the  Financial  Covenants  as of the
Applicable  Financial  Statements  Date,  except as noted on Appendix A attached
                                                             ----------
hereto.]

         7. Any  changes  in the  chief  executive  office  and  chief  place of
business  of any of the  Borrowers  which have  occurred  and/or any  additional
locations at which any of the Inventory or Equipment  are kept,  notice of which
has not yet been provided to the Lender,  in accordance  with the  provisions of
the Security Documents, are set forth below:


                                      -48-
<PAGE>


EXECUTED as of this ________ day of __________________, ______.

                                          BOSTON BIOMEDICA, INC.

                                          By:_________________________________
                                               Kevin W. Quinlan, Treasurer



                                      -49-
<PAGE>

                                   APPENDIX A




                                      -50-
<PAGE>

--------------------------------------------------------------------------------

              FIRST AMENDED AND RESTATED COMMERCIAL LOAN AGREEMENT
                                (the "Agreement")
                                      ---------

                                  by and among

                                BANKBOSTON, N.A.
                    (f/k/a The First National Bank of Boston)
                                 (the "Lender")
                                       ------

                                       and

               BOSTON BIOMEDICA, INC. AND ALL OF ITS SUBSIDIARIES
                         (collectively, the "Borrowers")
                                             ---------
--------------------------------------------------------------------------------

                           MASTER DISCLOSURE SCHEDULE
                           --------------------------

         Each Borrower represents and warrants to the Lender that the statements
contained in Section 3 of the Agreement are true, correct and complete as of the
date of the Agreement,  except as set forth in this Master  Disclosure  Schedule
(as the same may be  supplemented,  from time to time,  the  "Master  Disclosure
                                                              ------------------
Schedule"). The Master Disclosure Schedule is arranged in sections corresponding
--------
to the lettered and numbered sections contained in Section 3 of the Agreement.

         3.1.1 Business. The Borrowers are engaged in the following businesses:
               --------

                  (a) BBI develops,  manufactures  and sells  reagants,  quality
         control  and  other  performance   management  diagnostic  products  to
         increase the accuracy of in-vitro diagnostic tests.

                  (b) BBIBRL provides (i) research and  development  support for
         the other business units of BBI as well as contract  research  services
         for  third  parties;  and (ii) is  pursuing  research  and  development
         programs in drug discovery  with the goal of introducing  new solutions
         for the detection and treatment of infectious diseases.

                  (c) BBICL provides  specialty  laboratory  testing services in
         infectious diseases.

                  (d) BBISS develops and manufactures  laboratory and diagnostic
         instruments.

                  (e)  BioSeq,  Inc.  is engaged  in  research  and  development
         programs in the area of pressure cycling technology (PCT) with the goal
         of introducing new solutions for the  purification  and disinfection of
         products  derived from organic  sources for improving the detection and
         treatment of infectious.

PABOS2:FSH:246472_6




                                      -51-