EXCHANGE AND VOTING AGREEMENT

MEMORANDUM OF AGREEMENT made as of the 16 day of February 2000.

AMONG:            BIOSYNTECH,  INC.  (formerly  Dream Team Inc.),  a corporation
                  subsisting under the laws of the State of Nevada;

                  (hereinafter referred to as the "Parent")

AND:              9083-5661  QUEBEC INC., a corporation  incorporated  under the
                  laws of the Province of Quebec;

                  (hereinafter referred to as the "Purchaser"),

AND:
                  PIERRE  BARNARD,  attorney,  having a  business  address at De
                  Grandpre Chaurette Levesque, 2000 McGill College Avenue, suite
                  1600, Montreal, Quebec H3B 3H3

                  (hereinafter referred to as the "Trustee").

AND:
                  BIO SYNTECH LTEE., a corporation  incorporated  under the laws
                  of the Province of Quebec;

                  (hereinafter referred to as the "Bio Syntech")

W H E R E A S:

A.       The Purchaser is the wholly owned subsidiary of the Parent;

B.       Pursuant  to  the  Amalgamation  Agreement,  the  Purchaser  agreed  to
         amalgamate with Bio Syntech to form Bio Syntech Canada Inc.("Mergeco.")
         in  consideration  of  among  other  things:  (i) the  Shareholders  of
         Biosyntech  receiving  one  Exchangeable  Non-Voting  Share (as  herein
         defined)  of  Mergeco  for  each  share  of Bio  Syntech  held  by them
         immediately  before the Amalgamation  and (ii) the Parent,  granting to
         each Shareholder Voting Rights (as herein defined) in the Parent on the
         basis of each Shareholder  having an equivalent  number of votes in the
         Parent as the number of  Exchangeable  Non- Voting  Shares held by such
         Shareholder;


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                                                                               2


C.       As security  for the Parent's  covenant to issue  common  shares in its
         capital  stock in exchange  for  Exchangeable  Non-Voting  Shares,  the
         Parent agreed to issue a number of common shares (as herein  defined as
         the "Parent Common Shares") to the Trustee  corresponding to the number
         of issued Exchangeable Non-Voting Shares;

D.       In accordance  with the  Amalgamation  Agreement  and the  Exchangeable
         Share Provisions, this Agreement stipulates the means by which: (i) the
         Shareholders  have voting  rights in the Parent;  ii) the Trustee holds
         the Parent Common Shares for the  Shareholders;  (iii) the Shareholders
         exercise  their  rights  of  exchange  of the  Exchangeable  Non-Voting
         Shares; and (iv) the Parent exercises its Call Right.

E.       As consideration for the grant by the Parent of the above rights to the
         Shareholders,  the  Shareholders  who have intervened to this Agreement
         have  granted  to the  Parent  a  right  to  acquire  the  Exchangeable
         Non-Voting Shares tendered by them for Retraction (the "Call Right");

NOW  THEREFORE in  consideration  of the  respective  covenants  and  agreements
provided in this  Agreement and for other good and valuable  consideration  (the
receipt and sufficiency of which are hereby acknowledged),  the parties agree as
follows:


                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATION

DEFINITIONS.  In this Agreement, the following terms shall have the following
meanings:

"AFFILIATE"  of any  person  means  any  other  person  directly  or  indirectly
controlled by, or under common control of, that person. For the purposes of this
definition,   "control"  (including,   with  correlative  meanings,   the  terms
"controlled by" and "under common control of"), as applied to any person,  means
the possession by another person, directly or indirectly, of the power to direct
or cause the direction of the  management  and policies of that first  mentioned
person,  whether  through the  ownership  of voting  securities,  by contract or
otherwise.

"AMALGAMATION AGREEMENT" means the Amalgamation Agreement dated December 2, 1999
between the Parent,  the Purchaser  and Bio Syntech,  as amended and restated on
the date hereof.

"AUTOMATIC EXCHANGE RIGHTS" means the benefit of the obligation of Parent to


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                                                                               3


effect the  automatic  exchange  of  Exchangeable  Non-Voting  Shares for Parent
Common Shares pursuant to Section 4.11 hereof.

"BOARD OF DIRECTORS" means the Board of Directors of Mergeco.

"BUSINESS DAY" means a day other than a Saturday, Sunday or a day when banks are
not open for business in Nova Scotia;

"CALL RIGHT"  means the right of the Parent to acquire in certain  circumstances
described in the statutes of Mergeco,  Exchangeable  Non-Voting  Shares from the
holders  thereof  who have  intervened  to this  Agreement,  on the basis of one
Parent Common Share for each Exchangeable Non-Voting Share so tendered.

"CANADIAN  DOLLAR  EQUIVALENT"  means in  respect  of an amount  expressed  in a
foreign  currency  (the  "Foreign  Currency  Amount")  at any date  the  product
obtained by multiplying (a) the Foreign Currency Amount by (b) the exchange rate
on such date for such foreign currency expressed in Canadian dollars as reported
in The Wall Street Journal under "Currency  Trading;  Exchange Rates" or, in the
event such exchange rate is not  available,  such exchange rate on such date for
such  foreign  currency  expressed  in Canadian  dollars as may be deemed by the
Board of Directors to be appropriate for such purpose.

"CURRENT  MARKET PRICE" means,  in respect of a Parent Common Share on any date,
the Canadian  Dollar  Equivalent of closing price of Parent Common Shares on the
day before such date, on such stock  exchange or automated  quotation  system on
which the Parent Common Shares are listed or quoted,  as the case may be, as may
be selected by the Board of Directors for such purpose; provided,  however, that
if there is no public  distribution or trading  activity of Parent Common Shares
during such period, then the Current Market Price of a Parent Common Share shall
be determined by the Board of Directors  based upon the advice of such qualified
independent  financial  advisors  as the  Board  of  Directors  may  deem  to be
appropriate,   and  provided  further  that  any  such  selection,   opinion  or
determination by the Board of Directors shall be conclusive and binding.

"EXCHANGEABLE  NON-VOTING  SHARES"  means  the  Exchangeable  Non-Voting  Shares
without  par  value  in  the  capital  stock  of  Mergeco   issuable  under  the
Amalgamation Agreement.

"EXCHANGEABLE SHARE PROVISIONS" means the rights,  privileges,  restrictions and
conditions  attached to the Exchangeable  Non-Voting  Shares as set forth in the
Amalgamation Agreement.

"INSOLVENCY EVENT" means the institution by Mergeco of any proceeding to be


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                                                                               4


adjudicated bankrupt or insolvent or to be dissolved or wound up, or the consent
of Mergeco to the institution of bankruptcy,  insolvency, dissolution or winding
up  proceedings  against  it, or the  filing of a  petition,  answer or  consent
seeking dissolution or winding up under any bankruptcy,  insolvency or analogous
laws,  including  without  limitation the Companies  Creditors'  Arrangement Act
(Canada) and the  Bankruptcy  and  Insolvency  Act (Canada),  and the failure by
Mergeco to contest in good faith any such  proceedings  commenced  in respect of
Mergeco within  fifteen (15) days of becoming  aware thereof,  or the consent by
Mergeco to the filing of any such petition or to the  appointment of a receiver,
or the making by Mergeco of a general  assignment  for the benefit of creditors,
or the  admission  in  writing  by  Mergeco  of its  inability  to pay its debts
generally  as they  become  due,  or Mergeco  not being  permitted,  pursuant to
solvency requirements of applicable law, to redeem any Retracted Shares pursuant
to section 6 of the Exchangeable Share Provisions.

"INSOLVENCY EXCHANGE RIGHT" has the meaning ascribed thereto in Section 4.1.

"LIQUIDATION EVENT" has the meaning ascribed thereto in Section 4.12.

"LIQUIDATION  EVENT EFFECTIVE DATE" has the meaning  ascribed thereto in Section
4.12(c).

"LIST" has the meaning ascribed thereto in Section 3.8.

"OFFICER'S  CERTIFICATE"  means,  with respect to the Parent or Mergeco,  as the
case may be, a certificate  signed by any one of the Chairman of the Board,  the
Vice- Chairman of the Board,  the  President,  any  Vice-President  or any other
officer of the Parent or Mergeco, as the case may be.

"PARENT COMMON  SHARES" means the shares of common stock of the Parent,  without
par value,  having voting rights of one vote per share, and any other securities
into which such shares may be changed.

"PARENT CONSENT" has the meaning ascribed thereto in Section 3.2.

"PARENT MEETING" has the meaning ascribed in Section 3.2.

"PARENT SUCCESSOR" has the meaning ascribed thereto in Section 11.1(a).

"PERSON"   includes   an   individual,   partnership,    corporation,   company,
unincorporated   syndicate   or   organization,    trust,   trustee,   executor,
administrator and other legal representative.

"RETRACTED SHARES" has the meaning ascribed thereto in Section 4.7.


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                                                                               5


"SHAREHOLDERS"  means the registered  holders from time to time of  Exchangeable
Non-Voting  Shares,  other  than the  Parent  and its  Affiliates,  as listed in
Appendix "A" hereto.

"SHAREHOLDER VOTES" has the meaning ascribed thereto in Section 3.2.

"SUPPORT  AGREEMENT"  means that certain  support  agreement made as of the same
date hereof between the Purchaser and the Parent.

"TRUST" means the trust created by this Agreement.

"TRUST ESTATE" means the Trust Shares and any other  securities,  money or other
property  which may be held by the  Trustee  from time to time  pursuant to this
Agreement.

"TRUST SHARES" has the meaning ascribed thereto in Section 2.2.

"VOTING RIGHTS" has the meaning ascribed thereto in Section 3.1.

INTERPRETATION  NOT  AFFECTED BY HEADINGS,  ETC. The division of this  Agreement
into  articles,  sections and  paragraphs  and the insertion of headings are for
convenience  of  reference  only  and  shall  not  affect  the  construction  or
interpretation of this Agreement.

NUMBER, GENDER, ETC.  Words importing the singular number only shall include the
plural and vice versa.  Words importing the use of any gender shall include all
genders.

DATE FOR ANY  ACTION.  If any date on which any action is  required  to be taken
under this  Agreement is not a Business Day, such action shall be required to be
taken on the next succeeding Business Day.


                                    ARTICLE 2
                                  TRUST SHARES

2.1      ESTABLISHMENT  OF TRUST. One purpose of this Agreement is to create the
         Trust for the  benefit of the  Shareholders,  as herein  provided.  The
         Trustee will hold the Parent  Common  Shares  acquired  pursuant to the
         requirements  of  the  Amalgamation   Agreement,   Exchangeable   Share
         Provisions  and  Support  Agreement  both to support the  Parent's  and
         Mergeco's obligations thereunder in the event of default and to provide
         a mechanism for Shareholders of each  Exchangeable  Non-Voting Share to
         direct the voting of a corresponding Parent


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                                                                               6


         Common Share held by the Trustee.

2.2      ISSUE AND OWNERSHIP OF THE PARENT COMMON SHARES. Upon execution of this
         Agreement,  the Parent shall transfer to the Trustee a number of Parent
         Common  Shares equal to the number of  Exchangeable  Non-Voting  Shares
         issued to Shareholders under the Amalgamation Agreement, such shares to
         be hereafter held of record by the Trustee as trustee for and on behalf
         of, and for the use and benefit of, the  Shareholders and in accordance
         with the  provisions of this  Agreement.  From time to time, the Parent
         shall transfer additional shares of Parent Common Shares to the Trustee
         as  required  under  the  Amalgamation  Agreement,  Exchangeable  Share
         Provisions  and  Support  Agreement,  also to be held of  record by the
         Trustee  as trustee  for and on behalf of, and for the use and  benefit
         of, the  Shareholders  and in  accordance  with the  provisions of this
         Agreement. All Parent Common Shares so transferred by the Parent to the
         Trustee  pursuant to this Section 3.1 shall hereafter be referred to as
         the "Trust  Shares".  The Parent hereby  acknowledges  receipt from the
         Trustee as trustee  for and on behalf of the  Shareholders  of good and
         valuable  consideration  (and the adequacy thereof) for the issuance of
         the Trust Shares by the Parent to the  Trustee.  During the term of the
         Trust and subject to the terms and  conditions of this  Agreement,  the
         Trustee  shall  possess and be vested with full legal  ownership of the
         Trust  Shares and,  subject to the terms  hereof,  shall be entitled to
         exercise  all of the rights and powers of an owner with  respect to the
         Trust Shares, provided that the Trustee shall:

         (a)      hold the Trust Shares and the rights  associated  therewith as
                  conveyed by this  Agreement as trustee  solely for the use and
                  benefit of the  Shareholders in accordance with the provisions
                  of this Agreement; and

         (b)      except as specifically  authorized by this Agreement,  have no
                  power or authority to sell,  transfer,  vote or otherwise deal
                  in or with the Trust  Shares and the Trust Shares shall not be
                  used or disposed of by the Trustee for any purpose  other than
                  the purposes for which this Trust is created  pursuant to this
                  Agreement.


                                    ARTICLE 3
                                     VOTING

3.1      VOTING RIGHTS. The Parent will grant to the Shareholders,  by requisite
         shareholder or director resolutions,  the right for each Shareholder to
         receive  notice and attend each Parent  Meeting and to consent to or to
         vote in person or by proxy,  on any  matter,  question  or  proposition
         whatsoever that may


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                                                                               7


         properly come before the stockholders of the Parent at a Parent Meeting
         or in connection  with a Parent  Consent (in each case, as  hereinafter
         defined)  (the  "Voting  Rights") on the basis of one Voting  Right for
         every one Exchangeable  Non-Voting  Share held by a Shareholder,  as if
         and to the  same  extent  and  effect  as if the  Shareholder  held  an
         equivalent  number of Parent Common Shares.  The Voting Rights shall be
         and remain vested in and exercised by the Shareholders.

3.2      NUMBER OF VOTES.  With respect to all meetings of  stockholders  of the
         Parent at which  holders of shares of Parent Common Shares are entitled
         to vote (a "Parent  Meeting") and with respect to all written  consents
         sought by the Parent  from its  stockholders  including  the holders of
         shares of Parent Common Shares (a "Parent  Consent"),  each Shareholder
         shall be entitled to cast and exercise,  in the manner instructed,  the
         Voting Rights  ordinarily  attributable  to one Parent Common Share for
         each Exchangeable  Non-Voting Share owned of record by such Shareholder
         on the record date  established  by the Parent or by applicable law for
         such  Parent  Meeting  or  Parent  Consent,  as the  case  may be  (the
         "Shareholder Votes") in respect of each matter, question or proposition
         to be  voted  on at  such  Parent  Meeting  or  to be  consented  to in
         connection with such Parent Consent.

3.3      LEGENDED  SHARES  CERTIFICATES.  Mergeco  will cause  each  certificate
         representing  Exchangeable  Non-Voting  Shares  to bear an  appropriate
         legend  notifying the  Shareholders of their right to a number of votes
         in the  Parent as is equal to the number of shares  represented  by the
         Exchangeable Non-Voting Share certificates.

3.4      SAFEKEEPING OF CERTIFICATES.  The certificate(s) representing the Trust
         Shares shall at all times be held in safe keeping by the Trustee or its
         agent.

3.5      MAILINGS  TO  SHAREHOLDERS  OF  EXCHANGEABLE  NON-VOTING  SHARES.  With
         respect to each Parent Meeting and Parent Consent, the Parent will mail
         or cause to be mailed (or otherwise  communicate  in the same manner as
         the Parent  utilizes  in  communications  to  holders of Parent  Common
         Shares,  to each of the  Shareholders  named in the  List  (as  defined
         below)  on the same day as the  initial  mailing  or  notice  (or other
         communication)  with  respect  thereto  is given by the  Parent  to its
         stockholders:

         (a)      a copy of such notice,  together with any proxy or information
                  statement and related materials to be provided to stockholders
                  of the Parent;

         (b)      a statement that such  Shareholder is entitled to the exercise
                  of the  Shareholder  Votes with respect to such Parent Meeting
                  or Parent Consent, as


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                                                                               8

                  the case may be,  and to attend  such  Parent  Meeting  and to
                  exercise personally the Shareholder Votes thereat;

         (c)      a  statement  as to the  manner  in which to give a proxy to a
                  designated agent or other  representative of the management of
                  the Parent to exercise such Shareholder Votes; and

         (d)      a  statement  of (i) the time and date by which  such  must be
                  received by the Parent in order to be binding  upon it,  which
                  in the case of a Parent  Meeting shall not be earlier than the
                  close of  business  on the second  Business  Day prior to such
                  meeting,  and (ii) the method for  revoking or  amending  such
                  proxies.

For the  purpose of  determining  Shareholder  Votes to which a  Shareholder  is
entitled in respect of any such Parent Meeting or Parent Consent,  the number of
Exchangeable  Non-Voting  Shares  owned of  record by the  Shareholder  shall be
determined at the close of business on the record date established by the Parent
or by applicable law for purposes of determining  stockholders  entitled to vote
at such Parent Meeting or to give written consent in connection with such Parent
Consent.

3.6      COPIES OF  STOCKHOLDER  INFORMATION.  The  Parent  will  deliver to the
         Shareholders copies of all proxy materials (including notices of Parent
         Meetings),   information   statements,   reports   (including   without
         limitation  all  interim  and annual  financial  statements)  and other
         written  communications that are to be distributed from time to time to
         holders of Parent Common Shares.

3.7      OTHER  MATERIALS.  Immediately  after  receipt  by  the  Parent  or any
         stockholder  of the Parent of any material  sent or given  generally to
         the holders of Parent  Common  Shares by or on behalf of a third party,
         including without limitation dissident proxy and information  circulars
         (and related  information  and material) and tender and exchange  offer
         circulars (and related information and material),  the Parent shall use
         its  best  efforts  to  obtain  and  deliver  copies  thereof  to  each
         Shareholder as soon as possible thereafter.

3.8      LIST OF  PERSONS  ENTITLED  TO VOTE.  Mergeco  shall  (a) prior to each
         annual, general and special Parent Meeting or the seeking of any Parent
         Consents  and (b)  forthwith  upon each request made at any time by the
         Trustee or the  Parent in  writing,  prepare or cause to be  prepared a
         list (a "List") of the names and addresses of the Shareholders arranged
         in alphabetical order and showing the number of Exchangeable Non-Voting
         Shares  held of record by each  such  Shareholder,  in each case at the
         close of business on the date  specified by the Trustee in such request
         or, in the case of a List prepared in


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         connection with a Parent Meeting or a Parent  Consent,  at the close of
         business  on the record date  established  by the Parent or pursuant to
         applicable  law for  determining  the holders of Parent  Common  Shares
         entitled to receive  notice of and/or to vote at such Parent Meeting or
         to give consent in connection with such Parent Consent.  Each such List
         shall be delivered to the Parent  promptly  after receipt by Mergeco of
         such request or the record date for such meeting or seeking of consent,
         as the case  may be,  and in any  event  within  sufficient  time as to
         enable the Parent to perform its obligations under this Agreement.  The
         Parent  agrees  to  give  Mergeco  written  notice  (with a copy to the
         Trustee)  of the  calling of any Parent  Meeting or the  seeking of any
         Parent Consent,  together with the record dates therefor,  sufficiently
         prior to the date of the  calling  of such  meeting  or seeking of such
         consent so as to enable Mergeco to perform its  obligations  under this
         Section 3.8.

3.9      DISTRIBUTION  OF  WRITTEN  MATERIALS.   Any  written  materials  to  be
         distributed  by  the  Parent  to  the  Shareholders  pursuant  to  this
         Agreement shall be delivered or sent by mail (or otherwise communicated
         in the same manner as the Parent utilizes in  communications to holders
         of Parent Common Shares) to each Shareholder at its address as shown on
         the books of Mergeco.  Mergeco shall provide or cause to be provided to
         the Parent for this  purpose,  on a timely basis and without  charge or
         other expense current lists of the Shareholders.

3.10     TERMINATION OF VOTING RIGHTS.  All of the rights of a Shareholder  with
         respect  to  the  Shareholder  Vote  exercisable  in  respect  of  each
         Exchangeable  Non-Voting Share held by such Shareholder shall be deemed
         to be surrendered by the Shareholder to the Parent and such Shareholder
         Votes and the Voting Rights represented thereby shall cease immediately
         upon  the  exchange,  retraction  or  redemption  of  the  Exchangeable
         Non-Voting Shares by or from the Shareholder.

3.11     ALTERNATIVE  VOTING RIGHTS. In the event it is alleged or determined by
         any chairman at a shareholders'  meeting, the board of directors of the
         Parent,  a  shareholder,  or by any  corporate or third party action or
         securities  or  judicial   authority  having   jurisdiction   that  the
         Shareholders are not properly entitled to vote the Shareholder Votes or
         the Voting Rights, for whatever reason, then at the sole discretion and
         judgment of a Shareholder,  such  Shareholder may elect to suspend such
         Shareholder's  exercise of the  Shareholder  Votes or the Voting Rights
         and direct the Trustee, as the holder of record of the Trust Shares, to
         be  entitled  to all of the Voting  Rights  attributable  to such Trust
         Shares.  The Trustee shall exercise the Voting Rights only on the basis
         of   instructions   received   pursuant  to  this   section  3.11  from
         Shareholders  entitled to instruct the Trustee as to the voting thereof
         at the time at which the Parent Consent


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                                                                              10


         is  sought  or the  Parent  Meeting  is  held.  To the  extent  that no
         instructions are received from a Shareholder with respect to the Voting
         Rights to which such  Shareholder  is entitled,  the Trustee  shall not
         exercise or permit the exercise of such Shareholder's Voting Rights.

         Any Shareholder  named in a List prepared in connection with any Parent
         Meeting or any Parent  Consent  will be entitled  (a) to  instruct  the
         Trustee with respect to the exercise of the Shareholder  Votes to which
         such  Shareholder  is  entitled  or  (b) to  attend  such  meeting  and
         personally  to exercise  thereat (or to  exercise  with  respect to any
         written consent), as the proxy of the Trustee, the Shareholder Votes to
         which such Shareholder is entitled except,  in each case, to the extent
         that such Shareholder has transferred the ownership of any Exchangeable
         Non-Voting  Shares in respect of which such  Shareholder is entitled to
         Shareholder  Votes  after the close of  business on the record date for
         such meeting or seeking of consent.

         In connection with each Parent Meeting and Parent Consent,  the Trustee
         shall  exercise,  either in person or by proxy,  in accordance with the
         instructions  received from a Shareholder , the Shareholder Votes as to
         which such  Shareholder is entitled to direct the Voting Rights (or any
         lesser  number  thereof  as  may  be set  forth  in the  instructions);
         provided,  however,  that such written instructions are received by the
         Trustee from the Shareholder prior to the time and date fixed by it for
         receipt of such  instructions in the notice given by the Trustee to the
         Shareholder.

         The Trustee shall cause such  representatives as are empowered by it to
         sign and deliver,  on behalf of the Trustee,  proxies for Voting Rights
         to attend each Parent Meeting. Upon submission by a Shareholder (or its
         designee)   of    identification    satisfactory   to   the   Trustee's
         representatives, and at the Shareholder's request, such representatives
         shall sign and deliver to such Shareholder (or its designee) a proxy to
         exercise  personally the Shareholder Votes as to which such Shareholder
         is otherwise entitled hereunder to direct the vote, if such Shareholder
         either (i) has not previously given the Trustee instructions in respect
         of such  meeting,  or (ii)  submits  to the  Trustee's  representatives
         written revocation of any such previous instructions.  At such meeting,
         the Shareholder  exercising such Shareholder  Votes shall have the same
         rights as the Trustee to speak at the meeting in respect of any matter,
         question  or  proposition,  to vote by way of ballot at the  meeting in
         respect of any  matter,  question  or  proposition  and to vote at such
         meeting by way of a show of hands in respect of any matter, question or
         proposition.


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                                    ARTICLE 4

                      EXCHANGE RIGHT AND AUTOMATIC EXCHANGE

4.1      GRANT AND OWNERSHIP OF THE EXCHANGE RIGHT.  The Parent hereby grants to
         the  Shareholders  the  right,  upon  the  occurrence  and  during  the
         continuance of an Insolvency  Event,  to require the Parent to purchase
         from  each  or any  Shareholder  all or any  part  of the  Exchangeable
         Non-Voting  Shares  held by the  Shareholder  in  accordance  with  the
         provisions of this Agreement (the  "Insolvency  Exchange  Right").  The
         Parent hereby  acknowledges  receipt from the  Shareholders of good and
         valuable  consideration  (and the adequacy thereof) for the issuance of
         the Insolvency Exchange Right to them.

4.2      LEGENDED  SHARE  CERTIFICATES.  Mergeco  will  cause  each  certificate
         representing  Exchangeable  Non-Voting  Shares  to bear an  appropriate
         legend notifying the Shareholders of:

         (a)      their right with  respect to the  exercise  of the  Insolvency
                  Exchange  Right  in  respect  of the  Exchangeable  Non-Voting
                  Shares held by a Shareholder; and

         (b)      the Automatic Exchange Rights.

4.3      PURCHASE  PRICE.  The  purchase  price  payable  by the Parent for each
         Exchangeable  Non-Voting  Share to be purchased by the Parent under the
         Insolvency Exchange Right shall be an amount per share equal to (a) the
         Current  Market Price of a Parent Common Share on the last Business Day
         prior  to  the  day of  closing  of  the  purchase  and  sale  of  such
         Exchangeable  NonVoting Share under the Insolvency  Exchange Right plus
         (b) an additional amount equivalent to the full amount of all dividends
         declared and unpaid on each such Exchangeable  Non-Voting Share and all
         dividends declared on Parent Common Shares which have not been declared
         on  such   Exchangeable   NonVoting   Shares  in  accordance  with  the
         Exchangeable Share Provisions (provided that if the record date for any
         such  declared  and  unpaid  dividends  occurs  on or after  the day of
         closing of such purchase and sale the purchase  price shall not include
         such  additional   amount   equivalent  to  such  declared  and  unpaid
         dividends). In connection with each exercise of the Insolvency Exchange
         Right,  the  Parent  will  provide  to the  Shareholders  an  Officer's
         Certificate  setting forth the  calculation  of the purchase  price for
         each  Exchangeable  Non-Voting  Share. The purchase price for each such
         Exchangeable  Non-Voting  Share so purchased  may be satisfied  only by
         delivering or causing to be delivered to the relevant Shareholder,  one
         Parent  Common  Share  and a check  for  the  balance,  if any,  of the
         purchase price without interest.


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                                                                              12


4.4      EXERCISE  INSTRUCTIONS.  Subject to the terms and  conditions set forth
         herein, a Shareholder shall be entitled, upon the occurrence and during
         the  continuance  of an Insolvency  Event,  to exercise the  Insolvency
         Exchange  Right  with  respect  to all or any part of the  Exchangeable
         Non-Voting  Shares  registered in the name of such  Shareholder  on the
         books of  Mergeco.  To cause the  exercise of the  Insolvency  Exchange
         Right,  the  Shareholder  shall deliver to the Parent,  in person or by
         certified  or  registered  mail  the   certificates   representing  the
         Exchangeable  Non-Voting  Shares  which such  Shareholder  desires  the
         Parent to purchase,  duly endorsed in blank,  and  accompanied  by such
         other documents and instruments as may be required to effect a transfer
         of Exchangeable  Non-Voting Shares under the Company Act (Quebec),  and
         the articles of Mergeco and such  additional  documents and instruments
         as the Parent may reasonably require together with (a) a duly completed
         form of notice of exercise of the Insolvency Exchange Right,  contained
         on the  reverse of or  attached to the  Exchangeable  Non-Voting  Share
         certificates,  stating (i) that the Shareholder  elects to exercise the
         Insolvency  Exchange Right so as to require the Parent to purchase from
         the Shareholder the number of Exchangeable  Non-Voting Shares specified
         therein, (ii) that such Shareholder has good title to and owns all such
         Exchangeable  Non-Voting Shares to be acquired by Parent free and clear
         of all  liens,  claims  and  encumbrances,  (iii) the name in which the
         certificates   representing   Parent  Common  Shares   deliverable   in
         connection with the exercise of the Insolvency Exchange Right are to be
         issued and (iv) the names and addresses of the persons to whom such new
         certificates  should  be  delivered,   and  (b)  payment  (or  evidence
         satisfactory  to Mergeco  and the Parent of  payment)  of the taxes (if
         any) payable as contemplated by Section 4.7 of this Agreement.  If only
         a  part  of  the  Exchangeable  Non-Voting  Shares  represented  by any
         certificate  or  certificates  delivered  to  the  Trustee  are  to  be
         purchased  by the Parent under the  Insolvency  Exchange  Right,  a new
         certificate  for the  balance of such  Exchangeable  Non-Voting  Shares
         shall be issued to the Shareholder at the expense of Mergeco.

4.5      DELIVERY OF PARENT COMMON SHARES; EFFECT OF EXERCISE.  Promptly, and as
         soon  as  reasonably  practicable  after  receipt  of the  certificates
         representing the Exchangeable  Non-Voting  Shares which the Shareholder
         desires the Parent to purchase  under the  Insolvency  Exchange  Right,
         together  with such  documents and  instruments  of transfer and a duly
         completed form of notice of exercise of the  Insolvency  Exchange Right
         (and payment of taxes, if any, or evidence thereof),  duly endorsed for
         transfer to the Parent,  the Parent shall  immediately  thereafter upon
         receipt  of  such  notice  deliver  or  cause  to be  delivered  to the
         Shareholder of such  Exchangeable  Non-Voting  Shares (or to such other
         persons,  if  any,  properly  designated  by  such  Shareholder),   the
         certificates  for the number of Parent  Common  Shares  deliverable  in
         connection


<PAGE>
                                                                              13


         with the exercise of the Insolvency  Exchange Right, which shares shall
         be duly issued as fully paid and  non-assessable  and shall be free and
         clear of any lien, claim or encumbrance, and checks for the balance, if
         any, of the total purchase price therefor.  The Parent may instruct the
         Trustee  to  use  the  Trust  Shares  it  holds  for  delivery  to  the
         Shareholder under the previous sentence. The Parent shall,  immediately
         upon  receipt  of  such  certificates   representing  the  Exchangeable
         Non-Voting Shares from the Shareholder, deliver the certificates to the
         registered  office of Mergeco for  cancellation.  Immediately  upon the
         giving of notice by the  Shareholder  to the Parent of the  exercise of
         the  Insolvency  Exchange  Right,  as provided in this Section 4.5, the
         closing of the  transaction  of purchase and sale  contemplated  by the
         Insolvency  Exchange  Right shall be deemed to have  occurred,  and the
         Shareholder of such  Exchangeable  Non-Voting Shares shall be deemed to
         have transferred to the Parent its right,  title and interest in and to
         such Exchangeable Non-Voting Shares and shall cease to be a Shareholder
         of such  Exchangeable  Non-Voting  Shares and shall not be  entitled to
         exercise any of the rights of a Shareholder in respect  thereof,  other
         than the right to receive his proportionate  part of the total purchase
         price  therefor,  unless the  requisite  number of Parent Common Shares
         (together  with a check for the balance,  if any, of the total purchase
         price therefor) is not allotted,  issued and delivered by the Parent to
         such Shareholder (or to such other persons, if any, properly designated
         by such Shareholder),  within five (5) Business Days of the date of the
         giving of such notice by the  Shareholder,  in which case the rights of
         the Shareholder shall remain unaffected until such Parent Common Shares
         are so allotted,  issued and delivered by the Parent and any such check
         is so delivered and paid. Concurrently with such Shareholder ceasing to
         be a Shareholder of  Exchangeable  Non-Voting  Shares,  the Shareholder
         shall be  considered  and deemed for all  purposes  to be the holder of
         Parent  Common  Shares  delivered  to it  pursuant  to  the  Insolvency
         Exchange Right.

4.6      EXERCISE OF INSOLVENCY EXCHANGE RIGHT SUBSEQUENT TO RETRACTION.  In the
         event that a Shareholder has exercised its right under Article 6 of the
         Exchangeable  Share  Provisions to require Mergeco to redeem any or all
         of the  Exchangeable  Non-Voting  Shares held by the  Shareholder  (the
         "Retracted  Shares") and is notified by Mergeco pursuant to section 6.6
         of the Exchangeable Share Provisions that Mergeco will not be permitted
         as a result of solvency  requirements  of applicable  law to redeem all
         such  Retracted  Shares,  and  the  Shareholder  has  not  revoked  the
         retraction  request delivered by the Shareholder to Mergeco pursuant to
         section  6.7 of  the  Exchangeable  Share  Provisions,  the  retraction
         request will  constitute  and will be deemed to constitute  notice from
         the Shareholder to the Parent to exercise the Insolvency Exchange Right
         with  respect  to those  Retracted  Shares  which  Mergeco is unable to
         redeem. In any such event, Mergeco hereby agrees with the


<PAGE>
                                                                              14


         Shareholder  immediately  to  notify  the  Parent  of such  prohibition
         against Mergeco  redeeming all of the Retracted  Shares and immediately
         to  forward  or  cause  to be  forwarded  to the  Parent  all  relevant
         materials  delivered by the Shareholder to Mergeco of the  Exchangeable
         Non-Voting  Shares  (including   without   limitation  a  copy  of  the
         retraction   request   delivered   pursuant   to  section  6.1  of  the
         Exchangeable   Share  Provisions)  in  connection  with  such  proposed
         redemption  of the  Retracted  Shares  and the  Parent  will  thereupon
         exercise the  Insolvency  Exchange  Right with respect to the Retracted
         Shares that Mergeco is not  permitted to redeem and will  purchase such
         shares in accordance with the provisions of this Article 4.

4.7      STAMP OR OTHER TRANSFER TAXES. Upon any sale of Exchangeable  NonVoting
         Shares to the Parent  pursuant to the Insolvency  Exchange Right or the
         Automatic  Exchange  Rights,  the  share  certificate  or  certificates
         representing  Parent Common  Shares to be delivered in connection  with
         the payment of the total purchase price therefor shall be issued in the
         name of the Shareholder of the Exchangeable  Non-Voting  Shares so sold
         without charge to the Shareholder of the Exchangeable Non-Voting Shares
         so sold;  provided,  however that such  Shareholder  (a) shall pay (and
         neither the Parent,  Mergeco nor the Trustee  shall be required to pay)
         any documentary,  stamp, transfer,  withholding or other taxes that may
         be payable  in respect of any  transfer  involved  in the  issuance  or
         delivery of such shares to a person other than such Shareholder, or (b)
         shall have established to the  satisfaction of the Trustee,  the Parent
         and Mergeco that such taxes, if any, have been paid.

4.8      NOTICE OF  INSOLVENCY  EVENT.  Immediately  upon the  occurrence  of an
         Insolvency  Event or any event  which  with the giving of notice or the
         passage of time or both would be an Insolvency  Event,  Mergeco and the
         Parent  shall  give  written  notice  thereof  to the  Trustee  and the
         Shareholders, which notice shall contain a brief statement of the right
         of the Shareholders with respect to the Insolvency Exchange Right.

4.9      QUALIFICATION  OF PARENT  COMMON  SHARES.  The  Parent  represents  and
         warrants  that it has  taken  all  actions  and done all  things as are
         necessary  under any United States or Canadian  federal,  provincial or
         state law or regulation or pursuant to the rules and regulations of any
         regulatory  authority or the fulfilment of any other legal  requirement
         (collectively,  the "Applicable Laws") as they exist on the date hereof
         and will in good faith  expeditiously  take all such actions and do all
         such things as are necessary under Applicable Laws as they may exist in
         the future to cause the Parent Common Shares to be issued and delivered
         pursuant to the Exchangeable Share Provisions,  the Insolvency Exchange
         Right or the Automatic Exchange Rights; provided that all Parent Common
         Shares will be subject to such resale restrictions as


<PAGE>
                                                                              15


         imposed by applicable securities legislation.

4.10     RESERVATION  OF PARENT COMMON  SHARES.  The Parent  hereby  represents,
         warrants and covenants  that it has  irrevocably  reserved for issuance
         and will at all times keep  available,  free from  preemptive and other
         rights, out of its authorized and unissued capital stock such number of
         Parent  Common  Shares  (a) as is equal to the sum of (i) the number of
         Exchangeable Non-Voting Shares issued and outstanding from time to time
         and (ii) the number of Exchangeable Non-Voting Shares issuable upon the
         exercise  of all  rights  to  acquire  Exchangeable  Non-Voting  Shares
         outstanding  from time to time and (b) as are now and may  hereafter be
         required  to enable  and  permit  Mergeco  and the Parent to meet their
         respective  obligations hereunder,  under the Support Agreement,  under
         the  Exchangeable  Share  Provisions  and under any other  security  or
         commitment  pursuant  to  which  the  Parent  may now or  hereafter  be
         required to issue Parent Common Shares.  To the extent  permitted under
         Article 5 hereof,  the Trust Shares may be used to satisfy the Parent's
         obligations under this Section 4.10.

4.11     AUTOMATIC EXCHANGE ON LIQUIDATION OF THE PARENT

         (a)      The Parent will give the Trustee and the  Shareholders  notice
                  of each of the following  events (each a "Liquidation  Event")
                  at the time set forth below:

                  (i)     in the  event  of any  determination  by the  board of
                          directors  of  the  Parent  to   institute   voluntary
                          liquidation,  dissolution  or  winding-up  proceedings
                          with  respect  to the  Parent or to  effect  any other
                          distribution   of  assets  of  the  Parent  among  its
                          shareholders   for  the  purpose  of  winding  up  its
                          affairs,  at  least  sixty  (60)  days  prior  to  the
                          proposed   effective   date   of   such   liquidation,
                          dissolution, winding-up or other distribution; or

                  (ii)    immediately,  upon the  earlier of (A)  receipt by the
                          Parent  of  notice  of or  (B)  the  Parent  otherwise
                          becoming aware of any threatened or instituted  claim,
                          suit,  petition or other  proceedings  with respect to
                          the involuntary liquidation, dissolution or winding-up
                          of the Parent or to effect any other  distribution  of
                          assets of the Parent  notifying its  shareholders  for
                          the purpose of winding up its affairs.

         (b)      Such notice shall include a brief description of the automatic
                  exchange of Exchangeable  Non-Voting  Shares for Parent Common
                  Shares  provided  for in Section  4.12(c) and the ability of a
                  Shareholder not to participate


<PAGE>
                                                                              16

                  in such automatic exchange.

         (c)      In order that the Shareholders  will be able to participate on
                  a pro rata basis with the holders of Parent  Common  Shares in
                  the  distribution of assets of the Parent in connection with a
                  Liquidation  Event,  on the  fifth  Business  Day prior to the
                  effective date of a Liquidation Event (the "Liquidation  Event
                  Effective  Date")  all of the  then  outstanding  Exchangeable
                  Non-Voting Shares shall be automatically  exchanged for Parent
                  Common  Shares  in  the  absence  of  an  affirmative  written
                  election  from  a  Shareholder   not  to  participate  in  the
                  automatic  exchange  received  by the Parent  before the fifth
                  Business Day before the  Liquidation  Event Effective Date. To
                  effect such automatic  exchange the Parent shall purchase each
                  Exchangeable   Non-Voting  Share   outstanding  on  the  fifth
                  Business Day prior to the Liquidation Event Effective Date and
                  held by  Shareholders,  and each  Shareholder  shall  sell the
                  Exchangeable  Non-Voting Shares held by it at such time, for a
                  purchase price per share equal to (a) the Current Market Price
                  of one (1) Parent Common Share on the fifth Business Day prior
                  to the  Liquidation  Event  Effective  Date,  which  shall  be
                  satisfied  in full by the Parent  delivering  or causing to be
                  delivered to the Shareholder one Parent Common Share, plus (b)
                  an  additional  amount  equivalent  to the full  amount of all
                  dividends  declared  and  unpaid  on  each  such  Exchangeable
                  Non-Voting  Share and all dividends  declared on Parent Common
                  Shares  which  have not  been  declared  on such  Exchangeable
                  Non-Voting   Shares  in  accordance  with  section  3  of  the
                  Exchangeable  Share  Provisions  (provided  that if the record
                  date for any such declared and unpaid  dividends  occurs on or
                  after  the  day of  closing  of such  purchase  and  sale  the
                  purchase  price  shall  not  include  such  additional  amount
                  equivalent  to  such  declared  and  unpaid   dividends).   In
                  connection  with such  automatic  exchange,  the  Parent  will
                  provide to the Shareholders an Officer's  Certificate  setting
                  forth  the   calculation   of  the  purchase  price  for  each
                  Exchangeable  Non-Voting Share,  together with a notice of the
                  anticipated Liquidation Event Effective Date.

         (d)      On the  fifth  Business  Day  prior to the  Liquidation  Event
                  Effective Date, the closing of the transaction of purchase and
                  sale  contemplated  by the automatic  exchange of Exchangeable
                  Non-Voting  Shares for Parent Common Shares shall be deemed to
                  have occurred,  and each  Shareholder  shall be deemed to have
                  transferred  to the  Parent  all of the  Shareholder's  right,
                  title and  interest  in and to its  Exchangeable  Non-  Voting
                  Shares  and  shall   cease  to  be  a   Shareholder   of  such
                  Exchangeable Non-Voting Shares and the Parent shall deliver or
                  cause to be delivered to the Shareholder  Parent Common Shares
                  deliverable upon the


<PAGE>
                                                                              17


                  automatic  exchange  of  Exchangeable  Non-Voting  Shares  for
                  Parent Common  Shares and shall  deliver to the  Shareholder a
                  check for the balance, if any, of the total purchase price for
                  such  Exchangeable  NonVoting  Shares.  Concurrently with such
                  Shareholder ceasing to be a Shareholder, the Shareholder shall
                  be considered  and deemed for all purposes to be the holder of
                  Parent  Common  Shares  issued to it pursuant to the automatic
                  exchange of Exchangeable  Non-Voting  Shares for Parent Common
                  Shares and the certificates held by the Shareholder previously
                  representing the Exchangeable  Non-Voting  Shares exchanged by
                  the  Shareholder  with the Parent  pursuant to such  automatic
                  exchange shall thereafter be deemed to represent Parent Common
                  Shares  delivered to the Shareholder by the Parent pursuant to
                  such  automatic   exchange  prior  to  the  surrender  by  the
                  Shareholder of the Exchangeable Non-Voting Share certificates.
                  Upon the request of a  Shareholder  and the  surrender  by the
                  Shareholder  of  Exchangeable   NonVoting  Share  certificates
                  deemed to represent  Parent  Common  Shares,  duly endorsed in
                  blank and  accompanied by such  instruments of transfer as the
                  Parent may  reasonably  require,  the Parent shall  deliver or
                  cause  to  be  delivered  to  the   Shareholder   certificates
                  representing  Parent Common Shares of which the Shareholder is
                  the holder.

4.12     WITHHOLDING  RIGHTS.  The Parent  will retain tax counsel to advise the
         Parent and the Trustee on all income tax and withholding obligations of
         the Parent, the Trust and the Trustee. The Parent and the Trustee shall
         be entitled to deduct and  withhold  from the  consideration  otherwise
         payable  pursuant to this Agreement to any Shareholder  such amounts as
         the  Parent or the  Trustee  is  required  or  permitted  to deduct and
         withhold  with respect to the making of such  payment  under the United
         States  Internal  Revenue  Code of 1986 as amended  (the  "Code"),  the
         Income Tax Act (Canada) or any provision of state, local, provincial or
         foreign  tax law.  To the extent that  amounts  are so  withheld,  such
         withheld amounts shall be treated for all purposes of this Agreement as
         having been paid to the  Shareholder  of the shares in respect of which
         such deduction and  withholding  was made,  provided that such withheld
         amounts are actually remitted to the appropriate  taxing authority.  To
         the extent that the amount so required or  permitted  to be deducted or
         withheld from any payment to a Shareholder  exceeds the cash portion of
         the consideration  otherwise payable to the Shareholder,  the Parent or
         the Trustee is hereby  authorized  to sell or  otherwise  dispose of at
         fair market value such portion of the  consideration as is necessary to
         provide sufficient funds to the Parent or the Trustee,  as the case may
         be, in order to enable it to comply with such  deduction or withholding
         requirement  and shall  account  to the  relevant  Shareholder  for any
         balance of such sale proceeds.



<PAGE>
                                                                              18


                                    ARTICLE 5
                                    DIVIDENDS

5.1      The  holders of  Exchangeable  Non-Voting  Shares  will be  entitled to
         participate in all dividends  declared by Mergeco,  in accordance  with
         the  provisions of the  Exchangeable  Share  Provisions and the Support
         Agreement.

5.2      The Trustee hereby expressly  waives,  for and on its own behalf and on
         behalf of all  Shareholders,  all rights to receive  dividends of every
         nature as may be payable to it as holder of the Trust  Shares,  and the
         parties  acknowledge  that the Parent need not include the Trust Shares
         in  its  calculations  for  purposes  of  determining  the  payment  of
         dividends,  and need not pay or  distribute  any  dividends  (either in
         cash,  shares  or  otherwise)  to the  Trustee  as  holder of the Trust
         Shares,  provided  however  that such  waiver may be  rescinded  by the
         Trustee  upon  receipt of notice from a  Shareholder  that  Mergeco has
         omitted  to pay any  dividends  otherwise  payable  or that  either the
         Parent or Mergeco  contests  the right of the  holders of  Exchangeable
         Non-Voting  Shares  to  receive  dividends,  or the  right  to  receive
         dividends on the Exchangeable  Non-Voting  Shares that are otherwise in
         doubt  whereupon  the Parent will pay and the Trustee shall collect all
         dividends  paid on the Trust Shares from time to time until the Trustee
         receives an Officer's  Certificate from Mergeco certifying that Mergeco
         is in compliance  with its  obligations  to pay dividends in accordance
         with the Exchangeable  Share Provisions.  Any dividends received by the
         Trustee on the Trust  Shares shall be paid to the  Shareholders  in the
         same manner as dividends would have been paid by Mergeco to the holders
         of Exchangeable Non-Voting Shares.

5.3      For  clarity,  the Voting  Rights and  exchange  rights  granted by the
         Parent to the  Shareholders  hereunder do not in any manner  confer any
         additional  rights to the Shareholders,  including,  but subject to the
         provisions  of  the  Support  Agreement,   any  rights  to  receive  or
         participate in dividends declared or paid by the Parent.

                                    ARTICLE 6
                               SUPPORT PROVISIONS

6.1      USE OF TRUST SHARES IN CONNECTION WITH SUPPORT  AGREEMENT.  Pursuant to
         section  2.11  of the  Support  Agreement,  the  Trust  Shares  provide
         additional  security for the Parent's and Mergeco's  obligations  under
         the Amalgamation  Agreement,  the Exchangeable Share Provisions and the
         Support  Agreement.  In the event  that  Mergeco  and the  Parent  both
         default on their  obligations  to acquire the  Exchangeable  Non-Voting
         Shares  pursuant  to the  Exchangeable  Share  Provisions,  the Support
         Agreement, or Article 4 of this


<PAGE>
                                                                              19


         Agreement,  a  Shareholder  may provide  written  notice to the Parent,
         Mergeco and the Trustee of such  default.  If such default is not cured
         within ten (10) Business  Days,  the  Shareholder  may provide  written
         notice to the Trustee of such failure to cure.  The Trustee  shall then
         use the Trust Shares to satisfy the Parent's  obligation to acquire the
         Exchangeable  Non-Voting  Shares as if the  Parent had  instructed  the
         Trustee to use the Trust  Shares for such  purpose  pursuant to section
         4.5 hereof. The Exchangeable  Non-Voting Shares acquired by the Trustee
         in such  transaction  shall be distributed to the Parent.  In the event
         that the  Trustee  uses the  Trust  Shares to so  acquire  Exchangeable
         NonVoting  Shares,  and if the Parent is  obligated to pay any declared
         but unpaid  dividends  (or  dividends  declared on Parent Common Shares
         which have not been declared on such Exchangeable  Non-Voting Shares in
         accordance with section 3 of the Exchangeable  Share  Provisions),  the
         Parent shall remain obligated to pay such amount to the Shareholder.

6.2      APPLICATION OF TRUST SHARES.  At such time as either the Mergeco or the
         Parent acquires Exchangeable  Non-Voting Shares from a Shareholder,  it
         shall provide the Trustee with an Officer's Certificate  specifying (i)
         the  former  Shareholder,  (ii) the number of  Exchangeable  Non-Voting
         Shares acquired,  (iii) the form of the acquisition,  designated by the
         provision of the applicable  agreement  (Exchangeable Share Provisions,
         Support  Agreement  or  this  Agreement)  and  (iv)  the  date  of such
         acquisition.   If  such   certification  is  made,  the  Trustee  shall
         distribute  to the Parent a number of Trust  Shares equal to the number
         of Exchangeable  Non-Voting Shares so acquired by the Parent (or, if so
         requested by the Parent,  distributed  such Parent Common Shares to the
         former Shareholder on behalf of the Parent).


                                    ARTICLE 7
                             CONCERNING THE TRUSTEE

7.1      POWERS AND DUTIES OF THE TRUSTEE. The rights, powers and authorities of
         the Trustee  under this  Agreement,  in its  capacity as trustee of the
         Trust, shall include:

         (a       receiving and  depositing  the Trust Shares from the Parent as
                  trustee for and on behalf of the  Shareholders  in  accordance
                  with the provisions of this Agreement;

         (b)      distributing  materials  to  Shareholders  as provided in this
                  Agreement;

         (c)      holding title to the Trust Estate;



<PAGE>
                                                                              20


         (d)      investing any moneys forming, from time to time, a part of the
                  Trust Estate as provided in this Agreement; and

         (e)      taking such other  actions and doing such other  things as are
                  specifically provided in this Agreement.

         In the  exercise of such  rights,  powers and  authorities  the Trustee
         shall have (and is granted)  such  incidental  and  additional  rights,
         powers and authority not in conflict with any of the provisions of this
         Agreement  as the Trustee,  acting in good faith and in the  reasonable
         exercise of its discretion, may deem necessary or appropriate to effect
         the purpose of the Trust.  Any exercise of such  discretionary  rights,
         powers and  authorities  by the Trustee shall be final,  conclusive and
         binding  upon all  persons.  Notwithstanding  anything to the  contrary
         herein, the Trustee shall have no obligation to exercise any discretion
         in the  performance  of its  obligations  hereunder  and shall  only be
         required to act upon the express  written  instructions  of the Parent,
         Mergeco or the Shareholders.  For greater certainty,  the Trustee shall
         have only those duties as are set out specifically in this Agreement.

         The Trustee in exercising its rights,  powers,  duties and  authorities
         hereunder  shall act honestly and in good faith and in accordance  with
         its fiduciary  duties to the  Shareholders and shall exercise the care,
         diligence and skill that a reasonably prudent trustee would exercise in
         comparable circumstances. The Trustee shall not be required to take any
         notice  of,  or to do or to take any act,  action  or  proceeding  as a
         result of any default or breach of any provision hereunder,  unless and
         until notified in writing of such default or breach, which notice shall
         distinctly  specify the default or breach  desired to be brought to the
         attention  of the  Trustee  and,  in the  absence of such  notice,  the
         Trustee may for all purposes of this Agreement conclusively assume that
         no default or breach has been made in the  observance or performance of
         any  of  the  representations,  warranties,  covenants,  agreements  or
         conditions contained herein.

7.2      NO CONFLICT OF INTEREST.  The Trustee  represents  to the Purchaser and
         the Parent that at the date of execution and delivery of this Agreement
         there  exists  no  material  conflict  of  interest  in the role of the
         Trustee as a  fiduciary  hereunder  and the role of the  Trustee in any
         other  capacity.  The Trustee  shall,  within ninety (90) days after it
         becomes aware that such a material conflict of interest exists,  either
         eliminate  such  material  conflict of interest or resign in the manner
         and with the effect specified in Article 9.

7.3      DEALINGS WITH THIRD PARTIES.  The Purchaser and the Parent  irrevocably
         authorize the Trustee, from time to time, to:


<PAGE>
                                                                              21


         (a)      consult,  communicate  and otherwise  deal with any respective
                  registrars,  transfer  agents,  payment  agents  or any  other
                  person or entity  appointed from time to time by the Parent in
                  connection  with  any  matter  relating  to  the  Exchangeable
                  Non-Voting Shares and Parent Common Shares; and

         (b)      requisition,  from time to time, (i) from any such  registrar,
                  transfer  agent  payment  agent or  other  person  or  entity,
                  appointed from time to time by the Parent, as applicable,  any
                  information  readily available from the records  maintained by
                  it which the Trustee may reasonably  require for the discharge
                  of its duties and responsibilities  under this Agreement;  and
                  (ii) from Mergeco, the holder of Parent Common Shares, and any
                  subsequent   holder  or  agent  of  such  shares,   the  share
                  certificates  issuable  upon the exercise from time to time of
                  the  Insolvency  Exchange  Right and pursuant to the Automatic
                  Exchange  Rights in the manner  specified in Article 4 hereof.
                  The  Purchaser  and the  Parent  irrevocably  authorize  their
                  respective  payment  agent,  or  any  other  authorized  agent
                  appointed  from time to time by the Parent to comply  with all
                  such requests.

7.4      BOOKS AND RECORDS.  The Trustee shall keep  available  for  inspection,
         during  normal  business  hours,  by the  Parent  and  Mergeco,  at the
         Trustee's  principal office,  correct and complete books and records of
         account  relating  to  the  Trustee's  actions  under  this  Agreement,
         including without  limitation all information  relating to mailings and
         instructions to and from Shareholders.

7.5      INCOME  TAX  RETURNS  AND  REPORTS.   The  Trustee  will  allocate  and
         distribute  all income and losses of the Trust to the  Shareholders  in
         each year such  that the Trust is not in a  position  to pay any tax or
         file any tax returns.  Shareholders will be individually and personally
         responsible  for all income and losses  incurred by the Trust.  In this
         regard,  the Parent will retain tax counsel on behalf of the Trust, and
         agrees to prepare and distribute to each  Shareholder all necessary tax
         forms  for them to  complete  their  United  States  and  Canadian  tax
         returns.  The Shareholders may obtain the advice and assistance of such
         experts as they may consider necessary or advisable.

7.6      INDEMNIFICATION  PRIOR TO CERTAIN ACTIONS BY TRUSTEE. The Trustee shall
         exercise any or all of the rights, duties, powers or authorities vested
         in it by this  Agreement  at the  request,  order or  direction  of any
         Shareholder upon such Shareholder  furnishing to the Trustee reasonable
         funding,  security  and  indemnity  against  the  costs,  expenses  and
         liabilities which may be incurred by the Trustee therein or thereby.



<PAGE>
                                                                              22

         The  Trustee  shall not be  required  to expend any of its own funds or
         otherwise  incur any financial  liability in the exercise of any of its
         rights, powers, duties or authorities, but instead shall be entitled to
         be fully funded, given security and indemnity in advance as aforesaid.

7.7      ACTIONS  BY  SHAREHOLDERS.  Shareholders  shall  be  entitled  to  take
         proceedings  in any court of competent  jurisdiction  to enforce any of
         their rights hereunder as against Mergeco and the Parent.

7.8      RELIANCE UPON  DECLARATIONS.  The Trustee shall not be considered to be
         in contravention of any of its rights,  powers,  duties and authorities
         hereunder  if,  when  required,  it acts and  relies in good faith upon
         lists, mailing labels, notices,  statutory declarations,  certificates,
         opinions,  reports or other papers or documents  furnished  pursuant to
         the provisions  hereof or required by the Trustee to be furnished to it
         in  the  exercise  of  its  rights,   powers,  duties  and  authorities
         hereunder.

7.9      EVIDENCE AND AUTHORITY TO TRUSTEE. Mergeco and the Parent shall furnish
         to the Trustee evidence of compliance with the conditions  provided for
         in this Agreement  relating to any action or step required or permitted
         to be taken by Mergeco  and/or the  Parent for the  Trustee  under this
         Agreement or as a result of any obligation imposed under this Agreement
         including,  without  limitation,  in respect of the Insolvency Exchange
         Right or the  Automatic  Exchange  Rights  and the  taking of any other
         action  to be  taken  by  the  Trustee  at  the  request  of or on  the
         application of Mergeco and the Parent forthwith if and when:

         (a)      such  evidence  is  required  by any  other  section  of  this
                  Agreement to be furnished  to the Trustee in  accordance  with
                  the terms of this Section 7.9; or

         (b)      the Trustee, in the exercise of its rights, powers, duties and
                  authorities  under this  Agreement,  gives Mergeco  and/or the
                  Parent written notice requiring it to furnish such evidence in
                  relation to any particular  action or obligation  specified in
                  such notice.

         Such  evidence  shall  consist of an Officer's  Certificate  of Mergeco
         and/or the Parent,  a statutory  declaration  or a certificate  made by
         persons entitled to sign an Officer's Certificate stating that any such
         condition has been  complied with in accordance  with the terms of this
         Agreement.

         Whenever  such  evidence  relates  to a matter  other  than the  Voting
         Rights, the Insolvency  Exchange Right or the Automatic Exchange Rights
         and, except as


<PAGE>
                                                                              23


         otherwise  specifically provided herein, such evidence may consist of a
         report or opinion of any  solicitor,  auditor,  accountant,  appraiser,
         valuer,   engineer  or  other   expert  or  any  other   person   whose
         qualifications give authority to a statement made by him, provided that
         if such  report or  opinion  is  furnished  by a  director,  officer or
         employee  of  Mergeco  and/or  the  Parent  shall  be in the form of an
         Officer's Certificate or a statutory declaration.

         Each statutory declaration, certificate, opinion, report or other paper
         or document  furnished to the Trustee as evidence of compliance  with a
         condition  provided for in this Agreement  shall include a statement by
         the person giving the evidence:

         (a)      declaring that he has read and  understands  the provisions of
                  this Agreement relating to the condition in question;

         (b)      describing  the  nature  and  scope  of  the   examination  or
                  investigation  upon which he based the statutory  declaration,
                  certificate, statement or opinion; and

         (c)      declaring that he has made such  examination or  investigation
                  as he  believes  is  necessary  to  enable  him  to  make  the
                  statements  or  give  the  opinions   contained  or  expressed
                  therein.

7.10     EXPERTS, ADVISORS AND AGENTS. The Trustee may:

         (a)      in relation to these presents,  act and rely on the opinion or
                  advice of or information obtained from any solicitor, auditor,
                  accountant,  appraiser,  valuer,  engineer  or  other  expert,
                  whether  retained  by the  Trustee  or by  Mergeco  and/or the
                  Parent or otherwise,  and may employ such assistants as may be
                  necessary to the proper discharge of its powers and duties and
                  determination  of its rights  hereunder and may pay proper and
                  reasonable compensation for all such legal and other advice or
                  assistance as aforesaid  without  taxation for costs and fees;
                  and

         (b)      employ such agents and other  assistants as it may  reasonably
                  require  for the  proper  discharge  of its  powers and duties
                  hereunder,   and  may  pay  reasonable  remuneration  for  all
                  services  performed  for it, (and shall be entitled to receive
                  reasonable  remuneration for all services  performed by it) in
                  the  discharge of the trusts hereof and  compensation  for all
                  disbursements,  costs and  expenses  made or incurred by it in
                  the discharge of its duties hereunder and in the management of
                  the  Trust  without   taxation  for  costs  and  fees,   which
                  compensation  reimbursement may be requested to be received in
                  advance prior to undertaking any


<PAGE>
                                                                              24


                  actions hereunder.

7.11     INVESTMENT OF MONEYS HELD BY THE TRUSTEE.  Unless otherwise provided in
         this  Agreement,  any moneys held by or on behalf of the Trustee  which
         under the terms of this  Agreement may or ought to be invested or which
         may be on deposit  with the Trustee or which may be in the hands of the
         Trustee may be invested and reinvested in the name or under the control
         of the Trustee in securities  in which,  under the laws of the State of
         Pennsylvania,  trustees are authorized to invest trust moneys, provided
         that such  securities  are stated to mature  within two (2) years after
         their  purchase by the  Trustee,  and the Trustee  shall so invest such
         moneys on the written  direction of Mergeco.  Pending the investment of
         any moneys as  hereinbefore  provided,  such moneys may be deposited in
         the name of the Trustee in any bank,  loan or trust company  authorized
         to accept  deposits under the laws of the United States,  Canada or any
         state or  province  thereof,  at the rate of interest  then  current on
         similar deposits.

7.12     TRUSTEE  NOT  REQUIRED  TO GIVE  SECURITY.  The  Trustee  shall  not be
         required to give any bond or security  in respect of the  execution  of
         the trusts, rights, duties, powers and authorities of this Agreement or
         otherwise in respect of the premises.

7.13     TRUSTEE NOT BOUND TO ACT ON  CORPORATION'S  REQUEST.  Except as in this
         Agreement or otherwise  specifically provided, the Trustee shall not be
         bound to act in  accordance  with any  direction  or request of Mergeco
         and/or the Parent or the directors  thereof until a duly  authenticated
         copy of the  instrument  or  resolution  containing  such  direction or
         request shall have been  delivered to the Trustee and the Trustee shall
         be  empowered  to act and  rely  upon any such  copy  purporting  to be
         authenticated and believed by the Trustee to be genuine.

7.14     CONFLICTING  CLAIMS.  If  conflicting  claims  or  demands  are made or
         asserted  with  respect  to  any  interest  of any  Shareholder  in any
         Exchangeable  NonVoting Shares,  including any disagreement between the
         heirs, representatives,  successors or assigns succeeding to all or any
         part of the interest of any Shareholder in any Exchangeable  Non-Voting
         Shares  resulting  in  conflicting  claims  or  demands  being  made in
         connection with such interest,  then the Trustee shall be entitled,  at
         its sole discretion,  to refuse to recognize or to comply with any such
         claim or demand. In so refusing,  the Trustee may elect not to exercise
         any Insolvency  Exchange Right or Automatic  Exchange Rights subject to
         such  conflicting  claims or demands and in so doing, the Trustee shall
         not be or become  liable to any person on account of such  election  or
         its


<PAGE>
                                                                              25


         failure  or  refusal  to  comply  with any such  conflicting  claims or
         demands.  The Trustee  shall be  entitled  to continue to refrain  from
         acting and to refuse to act until:

         (a)      the  rights  of all  adverse  claimants  with  respect  to the
                  Insolvency Exchange Right or Automatic Exchange Rights subject
                  to such conflicting claims or demands have been adjudicated by
                  a final judgment of a court of competent jurisdiction; or

         (b)      all differences with respect to the Insolvency  Exchange Right
                  or  Automatic  Exchange  Rights  subject  to such  conflicting
                  claims or demands  have been  conclusively  settled by a valid
                  written agreement binding on all such adverse  claimants,  and
                  the Trustee shall have been furnished with an executed copy of
                  such  agreement.  If the Trustee elects to recognize any claim
                  or comply with any demand made by any such  adverse  claimant,
                  it may in its discretion require such claimant to furnish such
                  surety bond or other security  satisfactory  to the Trustee as
                  it shall deem appropriate fully to indemnify it as between all
                  conflicting claims or demands.

7.15     ACCEPTANCE OF TRUST.  The Trustee  hereby accepts the Trust created and
         provided  for by and in this  Agreement  and agrees to perform the same
         upon the terms and  conditions set forth herein and to hold all rights,
         privileges  and benefits  conferred  hereby and by law in trust for the
         various persons who shall from time to time be Shareholders, subject to
         all the terms and conditions set forth herein.

7.16     VALIDITY  OF  CERTIFICATES.  If at any time in the  performance  of its
         duties under this  Agreement,  it shall be necessary for the Trustee to
         receive,  accept,  act or rely upon any certificate,  notice,  request,
         waiver, consent, receipt, direction,  affidavit or other paper, writing
         or document  furnished to it and  purporting  to have been  executed or
         issued by Mergeco,  the Parent or the  Shareholders or their authorized
         officers or  attorneys,  the Trustee  shall be entitled to rely and act
         upon the genuineness and authenticity of any such writing  submitted to
         it. It shall not be necessary  for the Trustee to ascertain  whether or
         not  the  persons  who  have  executed,  signed  or  otherwise  issued,
         authenticated  or  receipted  such papers,  writings or documents  have
         authority to do so or that they are the same persons  named  therein or
         otherwise  to pass upon any  requirement  of such  papers,  writing  or
         documents that may be essential for their validity or  effectiveness or
         upon the truth and  acceptability of any information  contained therein
         which the Trustee in good faith believes to be genuine.



<PAGE>
                                                                              26


                                    ARTICLE 8
                                  COMPENSATION

8.1      FEES  AND  EXPENSES  OF  THE  TRUSTEE.  The  Parent,  Purchaser  and he
         Shareholders  jointly  and  severally  agree  to  pay  to  the  Trustee
         reasonable  compensation  for all of the services  rendered by it under
         his  Agreement  and  will  reimburse  the  Trustee  for all  reasonable
         expenses and disbursements,  including,  without limitation, legal fees
         and expenses and the reasonable  compensation  and  disbursements f all
         other  advisors,  agents and assistants not regularly in its employ and
         the cost and expense of any suit or litigation of any character and any
         proceedings before any governmental  agency reasonably  incurred by the
         Trustee in connection  with its rights and duties under this Agreement;
         provided  that the  Parent and  Mergeco  shall  have no  obligation  to
         reimburse the Trustee for any expenses or disbursements  paid, incurred
         or  suffered  by the  Trustee  in any suit or  litigation  in which the
         Trustee is  determined  to have acted  fraudulently  or in bad faith or
         with gross  negligence  or willful  misconduct.  The  Trustee  shall be
         obliged to provide  only one account or invoice to the Parent from time
         to time during this Agreement in connection with any services  rendered
         by it under this Agreement on behalf of any of the parties.


                                    ARTICLE 9
                   INDEMNIFICATION AND LIMITATION OF LIABILITY

9.1      INDEMNIFICATION  OF  THE  TRUSTEE.   The  Parent,   Purchaser  and  the
         Shareholders jointly and severally agree to indemnify and hold harmless
         the Trustee and each of its directors,  officers,  partners,  employees
         and agents  appointed  and  acting in  accordance  with this  Agreement
         (collectively,  the "Indemnified  Parties") against all claims, losses,
         damages,  costs,  penalties,  fines and reasonable  expenses (including
         reasonable  expenses of the Trustee's  legal  counsel)  which,  without
         fraud, gross negligence, willful misconduct or bad faith on the part of
         such  Indemnified  Party,  may be paid,  incurred  or  suffered  by the
         Indemnified  Party  by  reason  of  or as a  result  of  the  Trustee's
         acceptance or  administration  of the Trust,  its  compliance  with its
         duties set forth in this Agreement, or any written or oral instructions
         delivered  to the  Trustee by the Parent or  Mergeco  pursuant  hereto.
         Subject to (ii),  below,  the Parent and  Mergeco  shall be entitled to
         participate  at their own expense in the defence and, if the Parent and
         Mergeco so elect at any time after  receipt of such  notice,  either of
         them may assume the  defence  of any suit  brought to enforce  any such
         claim. In the event the Parent and/or Mergeco assume the defence of the
         Trustee,  no  settlement of any claim shall be entered into without the
         prior approval of the Trustee; and the Trustee shall have the right


<PAGE>
                                                                              27


         to  re-assume  the defence of any suit if the Parent or Mergeco fail to
         actively  continue such defence so assumed.  The Trustee shall have the
         right to employ  separate  counsel in any such suit and  participate in
         the defence  thereof but the fees and expenses of such counsel shall be
         at the  expense  of the  Trustee  unless:  (i) the  employment  of such
         counsel has been authorized by the Parent or Mergeco; or (ii) the named
         parties to any such suit  include  both the Trustee and the Parent;  or
         (iii)  Mergeco  and the  Trustee  shall  have been  advised  by counsel
         acceptable to the Parent or Mergeco that there may be one or more legal
         defences  available  to the  Trustee  which  are  different  from or in
         addition  to those  available  to the Parent or Mergeco  (in which case
         Mergeco  shall not have the right to assume the defence of such suit on
         behalf of the  Trustee but shall be liable to pay the  reasonable  fees
         and expenses of counsel for the Trustee).

9.2      LIMITATION OF LIABILITY. The Trustee shall not be liable for any act or
         omission by it except where such act or omission  occurs as a result of
         the Trustee's gross negligence or willful misconduct. The Trustee shall
         not be liable for any losses or damages due to the acts or omissions of
         third parties,  including without limitation, the failure by the Parent
         and/or Mergeco to comply with its obligations under this Agreement,  as
         the case may be. Under no circumstances shall the Trustee be liable for
         any special,  indirect or  consequential  losses or damages  (including
         without limitation loss of profits and penalties) whether caused by the
         Trustee's negligence or that of its employees, agents or otherwise. The
         Trustee shall not be held liable for any loss which may occur by reason
         of  depreciation  of the value of any part of the  Trust  Estate or any
         loss  incurred on any  investment of funds  pursuant to this  Agreement
         except to the extent that such loss is attributable to the fraud, gross
         negligence, willful misconduct or bad faith on the part of the Trustee.


                                   ARTICLE 10
                                CHANGE OF TRUSTEE

10.1     RESIGNATION.  The Trustee, or any trustee hereafter  appointed,  may at
         any time resign by giving  written  notice of such  resignation  to the
         Parent and Mergeco  specifying  the date on which it desires to resign,
         provided  that such  notice  shall never be given less than thirty (30)
         days before such desired resignation date unless the Parent and Mergeco
         otherwise agree and provided  further that such  resignation  shall not
         take effect until the date of the  appointment  of a successor  trustee
         and the acceptance of such appointment by the successor  trustee.  Upon
         receiving  such notice of  resignation,  the Parent and  Mergeco  shall
         promptly  appoint  a  successor   trustee  by  written   instrument  in
         duplicate, one copy of which shall be delivered to the resigning


<PAGE>
                                                                              28

         trustee and one copy to the successor trustee.

10.2     REMOVAL. The Trustee, or any trustee hereafter appointed at any time on
         thirty (30) days' prior  notice by written  instrument  executed by the
         Parent and Mergeco, in duplicate,  one copy of which shall be delivered
         to the trustee so removed and one copy to the  successor  trustee.  Any
         successor trustee to be appointed upon the removal of the Trustee shall
         be  appointed  in  accordance  with the  provisions  as provided  under
         Section 10.3 of this Agreement.


10.3     SUCCESSOR  TRUSTEE.  Any successor  trustee appointed as provided under
         this Agreement shall execute, acknowledge and deliver to the Parent and
         Mergeco and to its  predecessor  trustee an instrument  accepting  such
         appointment.  Thereupon the  resignation or removal of the  predecessor
         trustee shall become effective and such successor trustee,  without any
         further  act,  deed or  conveyance,  shall  become  vested with all the
         rights,  powers,  duties and obligations of its predecessor  under this
         Agreement  with like effect as if  originally  named as trustee in this
         Agreement. However, on the written request of the Parent and Mergeco or
         of the  successor  trustee,  the  trustee  ceasing to act  shall,  upon
         payment of any amounts then due it pursuant to the  provisions  of this
         Agreement,  execute  and  deliver an  instrument  transferring  to such
         successor  trustee  all of the  rights  and  powers of the  trustee  so
         ceasing to act.  Upon the request of any such  successor  trustee,  the
         Parent and Mergeco and such  predecessor  trustee shall execute any and
         all instruments in writing for more fully and certainly  vesting in and
         confirming to such successor trustee all such rights and powers.

10.4     NOTICE OF  SUCCESSOR  TRUSTEE.  Upon  acceptance  of  appointment  by a
         successor trustee as provided herein the Parent and Mergeco shall cause
         to be mailed notice of the succession of such trustee hereunder to each
         Shareholder at the address of such Shareholder shown on the register of
         Shareholders  of  Exchangeable  Non-Voting  Shares.  If the  Parent  or
         Mergeco  shall fail to cause such  notice to be mailed  within ten (10)
         days after  acceptance of  appointment  by the successor  trustee,  the
         successor  trustee  shall cause such notice to be mailed at the expense
         of the Parent and Mergeco.


                                   ARTICLE 11
                              THE PARENT SUCCESSORS

11.1     CERTAIN  REQUIREMENTS IN RESPECT OF COMBINATION,  ETC. The Parent shall
         not  enter  into any  transaction  (whether  by way of  reconstruction,
         reorganization,   consolidation,   merger,  transfer,  sale,  lease  or
         otherwise)


<PAGE>
                                                                              29


         whereby  all or  substantially  all of its  undertaking,  property  and
         assets would become the property of any other person or, in the case of
         a merger, of the continuing corporation resulting therefrom unless:

         (a)      such other person or continuing  corporation  is a corporation
                  (herein called the "Parent Successor")  incorporated under the
                  laws of any state of the  United  States or the laws of Canada
                  or any province thereof; and

         (b)      the Parent Successor,  by operation of law,  becomes,  without
                  more,  bound by the terms and provisions of this Agreement or,
                  if not so bound, executes,  prior to or contemporaneously with
                  the consummation of such transaction a Agreement  supplemental
                  hereto and such other instruments (if any) as are satisfactory
                  to the  Trustee  and in the  opinion  of legal  counsel to the
                  Trustee are necessary or advisable to evidence the  assumption
                  by the Parent  Successor of liability  for all moneys  payable
                  and property  deliverable  hereunder  and the covenant of such
                  Parent  Successor  to pay and deliver or cause to be delivered
                  the same and its  agreement  to observe and perform all of the
                  covenants and obligations of the Parent under this Agreement.

11.2     VESTING OF POWERS IN SUCCESSOR. Whenever the conditions of Section 11.1
         hereof have been duly observed and performed,  the Trustee, if required
         by Section 11.1 hereof,  the Parent Successor and Mergeco shall execute
         and deliver the supplemental  Agreement  provided for in Article 12 and
         thereupon the Parent  Successor shall possess and from time to time may
         exercise  each and  every  right  and power of the  Parent  under  this
         Agreement  in the  name  of the  Parent  or  otherwise  and  any act or
         proceeding  by any provision of this  Agreement  required to be done or
         performed  by the board of  directors  of Parent or any officers of the
         Parent  may be done and  performed  with like  force and  effect by the
         directors or officers of such the Parent Successor.

11.3     WHOLLY-OWNED  SUBSIDIARIES.   Nothing  herein  shall  be  construed  as
         preventing  the  amalgamation,  merger  or  sale  of  any  wholly-owned
         subsidiary  of the Parent with or into the Parent,  the  winding-up  or
         merger of any  wholly-owned  subsidiary  of the Parent with or into the
         Parent,   or  the   winding-up,   liquidation  or  dissolution  of  any
         wholly-owned  subsidiary  of  the  Parent,  and  nothing  herein  shall
         prohibit the Parent in any manner whatsoever from selling, transferring
         or  otherwise  disposing  of any and all of the  assets  of the  Parent
         including,  without  limitation,  any  and  all of the  assets  of such
         subsidiary  provided  that all of the  assets  of such  subsidiary  are
         transferred  to the Parent or another  wholly-owned  subsidiary  of the
         Parent.



<PAGE>
                                                                              30


                                   ARTICLE 12
                  AMENDMENTS AND SUPPLEMENTAL TRUST AGREEMENTS

12.1     AMENDMENTS,  MODIFICATIONS,  ETC. This  Agreement may not be amended or
         modified except by an agreement in writing  executed by Mergeco and the
         Parent.

12.2     MEETING TO CONSIDER  AMENDMENTS.  Mergeco, at the request of the Parent
         shall call a meeting or meetings of the Shareholders for the purpose of
         considering any proposed  amendment or modification  requiring approval
         pursuant hereto.  Any such meeting or meetings shall be called and held
         in  accordance  with the by-laws of  Mergeco,  the  Exchangeable  Share
         Provisions and all applicable laws.

12.3     CHANGES  IN  CAPITAL  OF PARENT  OR  Mergeco.  At all  times  after the
         occurrence of any event effected  pursuant to section 2.7 or 2.8 of the
         Support Agreement,  as a result of which either Parent Common Shares or
         the Exchangeable Non-Voting Shares or both are in any way changed, this
         Agreement shall forthwith be amended and modified as necessary in order
         that it shall apply with full force and effect,  mutatis  mutandis,  to
         all new securities into which Parent Common Shares or the  Exchangeable
         Non-Voting  Shares or both are so changed and the parties  hereto shall
         execute  and  deliver a  supplemental  Agreement  giving  effect to and
         evidencing such necessary amendments and modifications.

12.4     EXECUTION OF SUPPLEMENTAL  AGREEMENTS.  No amendment to or modification
         or waiver of any of the provisions of this Agreement  otherwise than as
         permitted  hereunder  shall be  effective  unless  made in writing  and
         signed by all of the parties hereto. From time to time the parties may,
         subject to the provisions of these  presents,  and they shall,  when so
         directed  by these  presents,  execute  and  deliver  by  their  proper
         officers,  Agreements or other instruments  supplemental  hereto, which
         thereafter shall form part hereof, for any one or more of the following
         purposes:

         (a)      evidencing the  succession of Parent  Successors to the Parent
                  and the  covenants  of and  obligations  assumed  by each such
                  Parent  Successor in accordance with the provisions of Article
                  11 and the  successor of any  successor  trustee in accordance
                  with the provisions of Article 10;

         (b)      making any additions to,  deletions from or alterations of the
                  provisions of this Agreement or the Insolvency  Exchange Right
                  or the Automatic  Exchange Rights which, in the opinion of the
                  Parent and its counsel, will


<PAGE>
                                                                              31


                  not be prejudicial to the interests of the  Shareholders  as a
                  whole or are in the opinion of counsel to the Parent necessary
                  or advisable in order to  incorporate,  reflect or comply with
                  any  legislation  the provisions of which apply to the parties
                  or this Agreement; and

         (c)      for any other purposes not inconsistent with the provisions of
                  this  Agreement,  including  without  limitation  to  make  or
                  evidence any amendment or  modification  to this  Agreement as
                  contemplated  hereby,  provided  that,  in the  opinion of the
                  Parent  and its  counsel,  the rights of the  Trustee  and the
                  Shareholders as a whole will not be prejudiced thereby.


                                   ARTICLE 13
                                   TERMINATION

13.1     TERM.  The Trust created by this  Agreement  shall  continue  until the
         earliest to occur of the following events:

         (a)      no outstanding Exchangeable Non-Voting Shares are held by any
                  Shareholder;

         (b)      each of Mergeco  and the Parent  acts in writing to  terminate
                  the Trust and such termination is approved by the Shareholders
                  of the  Exchangeable  Non-Voting  Shares  in  accordance  with
                  section 10 of the Exchangeable Share Provisions; and

         (c)      December 31, 2098.

13.2     SURVIVAL OF AGREEMENT.  Subject to the  provisions  of Section  13.1(b)
         hereof,  this Agreement  shall survive any termination of the Trust and
         shall  continue  until  there  are no  Exchangeable  Non-Voting  Shares
         outstanding  held  by  any  Shareholder;  and  for  clarity,  that  the
         provisions  of Articles 8 and 9 shall survive any such  termination  of
         the Trust or this Agreement.




                                   ARTICLE 14
                                     GENERAL



<PAGE>
                                                                              32


14.1     SEVERABILITY. If any provision of this Agreement is held to be invalid,
         illegal or unenforceable,  the validity,  legality or enforceability of
         the  remainder  of this  Agreement  shall not in any way be affected or
         impaired  thereby and the  agreement  shall be carried out as nearly as
         possible in accordance with its original terms and conditions.

14.2     INUREMENT.  This  Agreement  shall be  binding  upon and  endure to the
         benefit of the  parties  hereto  and their  respective  successors  and
         permitted assigns and to the benefit of the Shareholders.

14.3     NOTICES TO PARTIES.  All notices and other  communications  between the
         parties  hereunder shall be in writing and shall be deemed to have been
         given if delivered  personally or by confirmed facsimile to the parties
         at the following  addresses (or at such other address for such party as
         shall be specified in like notice):

if to the Parent or Mergeco:
                       Bio Syntech, Inc. (formerly Dream Team International Inc.
                       c/o Mr. Randall J. Lanham, Esq.
                                  Lanham & Associates
                                 45 Glen Echo, Unit A
                       Dove Canyon, California 92679


if to the Trustee at:
                       Mr. Pierre Barnard
                       De Grandpre Chaurette Levesque
                       2000 McGill College Avenue
                       Suite 1600
                       Montreal (Quebec) H3B 3H3


if to the Shareholders:
                       Mr. Amine Selmani
                       President
                       Bio Byntech Ltee
                       2084 Jessop
                       Laval (Quebec)
                       H7S 1X4


         Any notice or other  communication  given personally shall be deemed to
         have been given and  received  upon  delivery  thereof  and if given by
         telecopy shall be


<PAGE>
                                                                              33


         deemed to have been given and  received on the date of receipt  thereof
         unless such day is not a Business  Day in which case it shall be deemed
         to have been given and received upon the immediately following Business
         Day.

14.4     NOTICE  OF  SHAREHOLDERS.  Any  and all  notices  to be  given  and any
         documents  to be sent to any  Shareholders  may be given or sent to the
         address of such  Shareholder  shown on the register of  Shareholders in
         any manner  permitted  by the  by-laws of Mergeco  from time to time in
         force in respect of notices to  shareholders  and shall be deemed to be
         received  (if given or sent in such  manner) at the time  specified  in
         such  by-laws,  the  provisions  of which  by-laws  shall apply mutatis
         mutandis  to  notices  or   documents   as   aforesaid   sent  to  such
         Shareholders.

14.5     RISK OF PAYMENTS BY MAIL. Whenever payments are to be made or documents
         are to be sent to any  Shareholder by the Trustee or by Mergeco,  or by
         such Shareholder to the Trustee or to the Parent or Mergeco, the making
         of such payment or sending of such document sent through the mail shall
         be at the risk of Mergeco,  in the case of payments  made or  documents
         sent by the Trustee or  Mergeco,  and the  Shareholder,  in the case of
         payments made or documents sent by the Shareholder.

14.6     COUNTERPARTS.  This Agreement may be executed in counterparts,  each of
         which  shall be deemed an  original,  but all of which  taken  together
         shall constitute one and the same instrument.

14.7     JURISDICTION.  This  Agreement  shall  be  construed  and  enforced  in
         accordance  with the laws of the  Province  of  Quebec  and the laws of
         Canada applicable therein.

14.8     ATTORNMENT.  The Parent and the Purchaser each agree that any action or
         proceeding  arising  out  of or  relating  to  this  Agreement  may  be
         instituted  in the courts of the  Province  of Quebec,  each waives any
         objection  which it may have now or  hereafter to the venue of any such
         action  or  proceeding,   irrevocably   submits  to  the  non-exclusive
         jurisdiction  of the said  courts  in any such  action  or  proceeding,
         agrees to be bound by any  judgment of the said courts and not to seek,
         and hereby waives, any review of the merits of any such judgment by the
         courts of any other jurisdiction.


IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be duly
executed as of the date first above written.




<PAGE>
                                                                              34


BIOSYNTECH INC. (formerly Dream Team Inc.)

By: /s/ Amine Selmani
    -------------------------------------
Name: AMINE SELMANI
Title:   President




9083-5661 QUEBEC INC.

By: /s/ Pierre Barnard
    -------------------------------------
Name: Pierre Barnard
Title:   President



   /s/ Pierre Barnard
-----------------------------------------
         PIERRE BARNARD




BIOSYNTECH LTEE

By: /s/ Amine Selmani
    -------------------------------------
Name: Amine Selmani
Title:   President