MORTGAGE AND SECURITY AGREEMENT



Boston Biomedica, Inc., a corporation organized pursuant to the laws of the

Commonwealth of Massachusetts with a principal place of business at 375 West

Street, West Bridgewater, Massachusetts (the "Mortgagor"), for consideration

paid, hereby grants to Commerce Bank & Trust Company, a trust company organized

pursuant to Massachusetts General Laws, Chapter 172, with a principal place of

business at 386 Main Street, Worcester, Worcester County, Massachusetts, (the

"Mortgagee"), with MORTGAGE COVENANTS, to secure the payment of Two Million Nine

Hundred Thousand and 00/100($2,900,000.00) Dollars with interest and any other

charges thereon payable as provided in the Mortgagor's Note of even date (the

"Note"), to secure the payment and performance of all covenants and agreements

contained herein and any other instruments securing said Note, (hereafter the

"Loan Documents"), and also to secure the payment of any and all liabilities (as

hereafter defined) of the Mortgagor to the Mortgagee, the land, situated at 375

West Street, West Bridgewater, Massachusetts, described in Exhibit A annexed

hereto, together with any and all improvements now or hereafter situated thereon

(the "Premises").



         The Mortgagor covenants with the Mortgagee as follows:



         1. The Mortgagor will pay the principal sum of the Note and the

interest thereon at the time and place and in the manner provided in the Note.



         2. In the event of a default, the Mortgagor shall deposit with the

Mortgagee on each day when any payment under the Note is required to be made in

addition to the payments therein required, a monthly apportionment of

one-twelfth (1/12th) of the sum estimated by the Mortgagee to be sufficient to

make all payments of all real estate taxes and governmental charges and

assessments upon the Premises as they become due and any balance due for such

payments shall be paid by the Mortgagor to the Mortgagee upon demand. The

Mortgagee is hereby specifically authorized to pay when due or at any time

thereafter all of said payments and to charge the same to the account of the

Mortgagor. Every such deposit may, at the option of the Mortgagee, be applied

directly against the obligation with reference to which it was made, or, to the

fullest extent permissible according to law, any other obligation of the

Mortgagor secured hereby; such deposits may be commingled with other assets of

the Mortgagee and, in the discretion of the Mortgagee, invested by the Mortgagee

for its own account, without any obligation to pay income from such investment,

or interest on such deposits, to the Mortgagor, or to account to the Mortgagor

for such income in any manner, unless otherwise provided by law. The Mortgagor

grants the Mortgagee in the event of a default hereunder full power and

authority as attorney irrevocable of the Mortgagor, coupled with an interest, to

apply for and prosecute claims for the abatement of taxes and to collect and

endorse any checks issued on account of the Mortgagor and to retain and apply

the same to the debt secured hereby.



         3. The Mortgagor shall keep the Premises in good order, repair and

condition, damage from casualty or condemnation expressly not excepted, and

shall not permit or commit waste on the Premises, nor remove or alter anything

which constitutes a part of the Premises without the prior written consent of

the Mortgagee and shall permit the Mortgagee, its agents or employees to enter





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the Premises, at any reasonable time, for the purpose of inspecting the Premises

to determine whether the Mortgagor is in compliance with its obligations under

this Mortgage; and Mortgagor further covenants that each and every part of the

Premises shall be maintained and used in accordance with all restrictions,

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