SUPPORT AGREEMENT

MEMORANDUM OF AGREEMENT made as of the  day of the 15 day of February 2000

AMONG:

                  BIO SYNTECH INC. (formerly Dream Team  International  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:
                  BIO SYNTECH LTD., a corporation incorporated under the laws of
                  the Province of Quebec;

                  (hereinafter referred to as the "Biosyntech")


WHEREAS  in  connection  with  an  amalgamation   agreement  (the  "Amalgamation
Agreement") made as of between Parent, BioSyntech and Purchaser, Bio Syntech and
Purchaser are to amalgamate to create Bio Syntech Canada Inc. ("Mergeco.").

WHEREAS  upon the  amalgamation,  Mergeco  is to issue  Exchangeable  Non-Voting
Preferred Shares (the Exchangeable Shares") to the shareholders of securities of
Bio Syntech.




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 hereto
covenant and agree as follows:


<PAGE>
                                                                               2


                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATION

1.1      Defined Terms

Each term denoted herein by initial  capital  letters and not otherwise  defined
herein  shall  have the  meaning  ascribed  thereto in the  rights,  privileges,
restrictions and conditions (collectively,  the "Share Provisions") attaching to
the  Exchangeable  Shares  attached  as  Appendix 1 hereto,  unless the  context
requires otherwise.

1.2      Interpretation Not Affected by Headings

The division of this agreement  into  Articles,  sections and other portions and
the insertion of headings are for  convenience  of reference  only and shall not
affect the construction or  interpretation  of this agreement.  Unless otherwise
indicated,  all  references  to an "Article"  or "section"  followed by a number
and/or a letter refer to the specified Article or section of this agreement. The
terms  "this  Agreement",   "hereof",   "herein"  and  "hereunder"  and  similar
expressions refer to this agreement and not to any particular  Article,  section
or other portion hereof and include any agreement or instrument supplementary or
ancillary hereto.

1.3      Number, Gender

Words  importing  the  singular  number  only shall  include the plural and vice
versa. Words importing any gender shall include all genders.

1.4      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. For the purposes of this  agreement,  a "Business Day"
means any day on which  commercial banks are open for business in Montreal other
than a Saturday, a Sunday or a day observed as a holiday in Montreal,  under the
laws of the Province of Quebec or the federal laws of Canada.


                                    ARTICLE 2
                        COVENANTS OF PARENT AND PURCHASER



<PAGE>
                                                                               3

2.1      Covenants Regarding Exchangeable Shares

So long as any  Exchangeable  Shares not owned by Parent or its  Affiliates  are
outstanding, Parent covenants that it will:

         (a)      not declare or pay any  dividend on the Parent  Common  Shares
                  unless (i) Mergeco shall simultaneously declare or pay, as the
                  case may be, an  equivalent  dividend  (as provided for in the
                  Share Provisions) on the Exchangeable  Shares and (ii) Mergeco
                  shall have sufficient  money or other assets or authorized but
                  unissued  securities  available to enable the due  declaration
                  and  the  due  and  punctual   payment,   in  accordance  with
                  applicable  law,  of any  such  dividend  on the  Exchangeable
                  Shares;

         (b)      advise Mergeco  sufficiently  in advance of the declaration by
                  Parent of any  dividend on Parent  Common  Shares and take all
                  such  other   actions   as  are   reasonably   necessary,   in
                  co-operation  with  Mergeco,  to  ensure  that the  respective
                  declaration  date, record date and payment date for a dividend
                  on  the   Exchangeable   Shares  shall  be  the  same  as  the
                  declaration  date,  record  date  and  payment  date  for  the
                  corresponding dividend on the Parent Common Shares;

         (c)      ensure  that the  record  date for any  dividend  declared  on
                  Parent  Common  Shares is not less than 10 Business Days after
                  the declaration date of such dividend;

         (d)      take all such actions and do all such things as are reasonably
                  necessary  or  desirable  to enable  and  permit  Mergeco,  in
                  accordance with  applicable law, to pay and otherwise  perform
                  its  obligations  with  respect  to  the  satisfaction  of the
                  Liquidation  Amount,  the  Retraction  Price or the Redemption
                  Price in respect of each issued and  outstanding  Exchangeable
                  Share (other than  Exchangeable  Shares owned by Parent or its
                  Affiliates) upon the liquidation, dissolution or winding-up of
                  Mergeco,  the delivery of a Retraction  Request by a holder of
                  Exchangeable  Shares or a redemption of Exchangeable Shares by
                  Mergeco,  as the case may be, including without limitation all
                  such actions and all such things as are necessary or desirable
                  to enable and permit  Mergeco to cause to be delivered  Parent
                  Common  Shares  to  the  holders  of  Exchangeable  Shares  in
                  accordance  with the  provisions  of Article 5, 6 or 7, as the
                  case may be, of the Share Provisions; and

         (e)      take all such actions and do all such things as are reasonably
                  necessary  or  desirable  to  enable  and  permit  Parent,  in
                  accordance  with  applicable  law, to perform its  obligations
                  arising upon the exercise by it of the Call Rights,  including
                  without limitation all such actions and all such things as are


<PAGE>
                                                                               4


                  necessary or desirable to enable and permit Parent to cause to
                  be  delivered   Parent   Common   Shares  to  the  holders  of
                  Exchangeable  Shares in accordance  with the provisions of the
                  Call Rights.

2.2      Segregation of Funds

Parent  further  covenants  that it will cause  Mergeco to deposit a  sufficient
amount of funds in a separate  account of Mergeco  and  segregate  a  sufficient
amount of such other assets and property,  as is necessary to enable  Mergeco to
pay dividends  when due and to pay or otherwise  satisfy its  obligations  under
Article 5, 6 or 7 of the Share Provisions, as applicable.

2.3      Reservation of Parent Common Shares

Parent hereby represents,  warrants and covenants in favour of Purchaser and Bio
Syntech that Parent has  reserved for issuance and will,  at all times while any
Exchangeable  Shares  (other  than  Exchangeable  Shares  held by  Parent or its
Affiliates) are  outstanding,  keep available,  free from  pre-emptive and other
rights,  out of its authorized and unissued  capital stock such number of Parent
Common Shares (or other shares or securities into which Parent Common Shares may
be  reclassified  or changed as  contemplated  by section  2.7 hereof) (a) as is
equal to the sum of (i) the number of Exchangeable Shares issued and outstanding
from time to time and (ii) the number of  Exchangeable  Shares issuable upon the
exercise of all rights to acquire  Exchangeable  Shares outstanding from time to
time and (b) as are now and may  hereafter  be  required  to enable  and  permit
Parent to meet its obligations under the Voting and Exchange Trust Agreement and
under any other  security  or  commitment  pursuant  to which  Parent may now or
hereafter be required to issue Parent Common Shares, to enable and permit Parent
to meet its  obligations  under the Call Rights and to enable and permit Mergeco
to meet its respective obligations hereunder and under the Share Provisions.

2.4      Notification of Certain Events

In order to assist Parent to comply with its obligations hereunder and to permit
Parent to exercise  the Call Rights,  Mergeco will notify  Parent of each of the
following events at the time set forth below:

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



<PAGE>
                                                                               5

         (b)      promptly,  upon the earlier of receipt by Mergeco of notice of
                  and Mergeco  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 Mergeco or to effect any other  distribution  of
                  the assets of Mergeco among its  shareholders  for the purpose
                  of winding up its affairs;

         (c)      immediately, upon receipt by Mergeco of a Retraction Request;

         (d)      on the same  date on which  notice of  redemption  is given to
                  holders of Exchangeable  Shares,  upon the  determination of a
                  Redemption Date in accordance with the Share Provisions; and

         (e)      as soon as  practicable  upon the  issuance  by Mergeco of any
                  Exchangeable  Shares or rights to acquire  Exchangeable Shares
                  (other than the issuance of Exchangeable  Shares and rights to
                  acquire  Exchangeable  Shares in exchange for  outstanding Bio
                  Syntech common shares pursuant to the Amalgamation).

2.5      Delivery of Common Shares to Mergeco

In furtherance of its  obligations  under sections  2.1(d) and (e) hereof,  upon
notice from Mergeco of any event that requires  Mergeco to cause to be delivered
Parent  Common  Shares  to any  holder  of  Exchangeable  Shares,  Parent  shall
forthwith cause to be delivered to Mergeco the requisite number of Parent Common
Shares to be received by, and issued to or to the order of, the former holder of
the surrendered  Exchangeable  Shares, as Mergeco shall direct.  All such Parent
Common  Shares  shall be duly  authorized  and validly  issued as fully paid and
non-assessable and shall be free and clear of any lien, claim or encumbrance. In
consideration  of the issuance and  delivery of each such Parent  Common  Share,
Mergeco shall pay a cash  purchase  price equal to the fair market value of such
Parent Common Shares.

2.6      Intentionnaly Deleted

2.7      Economic Equivalence

So long as any  Exchangeable  Shares not owned by Parent or its  Affiliates  are
outstanding:

         (a)      Parent  will not  without  prior  approval  of Mergeco and the
                  prior approval of the holders of the Exchangeable Shares given
                  in accordance with section 10.2 of the Share Provisions:

                  (i)     issue  or   distribute   Parent   Common   Shares  (or
                          securities  exchangeable  for or  convertible  into or
                          carrying  rights to acquire  Parent Common  Shares) to
                          the  holders of all or  substantially  all of the then
                          outstanding


<PAGE>
                                                                               6


                          Parent Common Shares by way of stock dividend or other
                          distribution,  other  than an issue of  Parent  Common
                          Shares (or securities  exchangeable for or convertible
                          into or  carrying  rights  to  acquire  Parent  Common
                          Shares)  to  holders  of  Parent   Common  Shares  who
                          exercise  an option  to  receive  dividends  in Parent
                          Common  Shares  (or  securities  exchangeable  for  or
                          convertible  into or carrying rights to acquire Parent
                          Common Shares) in lieu of receiving cash dividends; or

                  (ii)    issue or distribute rights, options or warrants to the
                          holders  of all  or  substantially  all  of  the  then
                          outstanding  Parent  Common Shares  entitling  them to
                          subscribe for or to purchase  Parent Common Shares (or
                          securities  exchangeable  for or  convertible  into or
                          carrying rights to acquire Parent Common Shares); or

                  (iii)   issue  or   distribute   to  the  holders  of  all  or
                          substantially  all  of  the  then  outstanding  Parent
                          Common  Shares (A) shares or  securities  of Parent of
                          any class other than Parent  Common Shares (other than
                          shares   convertible   into  or  exchangeable  for  or
                          carrying rights to acquire Parent Common Shares),  (B)
                          rights,  options or warrants other than those referred
                          to in  section  2.7(a)(ii)  above,  (C)  evidences  of
                          indebtedness of Parent or (D) assets of Parent,

         unless the  economic  equivalent  on a per share basis of such  rights,
         options, securities,  shares, evidences of indebtedness or other assets
         is issued or distributed  simultaneously to holders of the Exchangeable
         Shares;  provided that, for greater  certainty,  the above restrictions
         shall not apply to any  securities  issued or  distributed by Parent in
         order to give effect to and to consummate the transactions contemplated
         by, and in accordance with, the Amalgamation Agreement.

         (b)      Parent will not without the prior  approval of Mergeco and the
                  prior approval of the holders of the Exchangeable Shares given
                  in accordance with section 10.2 of the Share Provisions:

                  (i)     subdivide,  redivide  or change  the then  outstanding
                          Parent Common  Shares into a greater  number of Parent
                          Common Shares; or

                  (ii)    reduce,  combine,   consolidate  or  change  the  then
                          outstanding  Parent Common Shares into a lesser number
                          of Parent Common Shares; or

                  (iii)   reclassify or otherwise change Parent Common Shares or
                          effect  an  amalgamation,  merger,  reorganization  or
                          other  transaction  affecting  Parent  Common  Shares,
                          unless the same or an economically equivalent


<PAGE>
                                                                               7


                          change  shall  simultaneously  be made  to,  or in the
                          rights of the holders of, the Exchangeable Shares.

         (c)      Parent will ensure that the record date for any event referred
                  to in section 2.7(a) or 2.7(b) above, or (if no record date is
                  applicable  for such  event) the  effective  date for any such
                  event,  is not less than five  Business Days after the date on
                  which such event is  declared  or  announced  by Parent  (with
                  contemporaneous notification thereof by Parent to Mergeco).

         (d)      The Board of Directors  of Mergeco  shall  determine,  in good
                  faith and in its sole discretion, economic equivalence for the
                  purposes of any event  referred to in section 2.7(a) or 2.7(b)
                  above  and each such  determination  shall be  conclusive  and
                  binding  on Parent.  In making  each such  determination,  the
                  following  factors  shall,  without  excluding  other  factors
                  determined  by  the  Board  of  Directors  of  Mergeco  to  be
                  relevant, be considered by the Board of Directors of Mergeco:

                  (i)     in  the   case  of  any   stock   dividend   or  other
                          distribution  payable  in Parent  Common  Shares,  the
                          number  of such  shares  issued in  proportion  to the
                          number of Parent Common Shares previously outstanding;

                  (ii)    in the case of the  issuance  or  distribution  of any
                          rights,  options  or  warrants  to  subscribe  for  or
                          purchase   Parent   Common   Shares   (or   securities
                          exchangeable  for  or  convertible  into  or  carrying
                          rights  to  acquire   Parent   Common   Shares),   the
                          relationship  between the exercise  price of each such
                          right, option or warrant and the Current Market Price;

                  (iii)   in the case of the  issuance  or  distribution  of any
                          other form of property  (including  without limitation
                          any shares or  securities of Parent of any class other
                          than Parent  Common  Shares,  any  rights,  options or
                          warrants  other than those  referred to in section 2.7
                          (d) (ii)  above,  any  evidences  of  indebtedness  of
                          Parent or any  assets  of  Parent),  the  relationship
                          between the fair market  value (as  determined  by the
                          Board of  Directors  of Mergeco  in the  manner  above
                          contemplated)   of  such  property  to  be  issued  or
                          distributed  with respect to each  outstanding  Parent
                          Common Share and the Current Market Price;

                  (iv)    in the case of any  subdivision,  redivision or change
                          of the then  outstanding  Parent  Common Shares into a
                          greater   number  of  Parent   Common  Shares  or  the
                          reduction, combination, consolidation or change of the
                          then  outstanding  Parent  Common Shares into a lesser
                          number of Parent  Common  Shares or any  amalgamation,
                          merger,


<PAGE>
                                                                               8


                          reorganization or other  transaction  affecting Parent
                          Common  Shares,  the  effect  thereof  upon  the  then
                          outstanding Parent Common Shares; and

                  (v)     in all such cases, the general  taxation  consequences
                          of the  relevant  event  to  holders  of  Exchangeable
                          Shares to the extent that such consequences may differ
                          from the  taxation  consequences  to holders of Parent
                          Common  Shares  as a  result  of  differences  between
                          taxation laws of Canada and the United States  (except
                          for any differing  consequences arising as a result of
                          differing  marginal  taxation rates and without regard
                          to  the   individual   circumstances   of  holders  of
                          Exchangeable Shares).

         (c)      Purchaser agrees that, to the extent required, upon due notice
                  from  Parent,  Mergeco  will use its best  efforts  to take or
                  cause  to be taken  such  steps  as may be  necessary  for the
                  purposes of ensuring  that  appropriate  dividends are paid or
                  other  distributions  are made by  Mergeco,  or  subdivisions,
                  redivisions or changes are made to the Exchangeable Shares, in
                  order to  implement  the  required  economic  equivalent  with
                  respect to the Parent Common Shares and Exchangeable Shares as
                  provided for in this section 2.7.

2.8      Tender Offers

In the event that a tender offer,  share exchange offer,  issuer bid,  take-over
bid or similar  transaction with respect to Parent Common Shares (an "Offer") is
proposed  by  Parent  or is  proposed  to  Parent  or  its  shareholders  and is
recommended by the Board of Directors of Parent, or is otherwise  effected or to
be effected  with the consent or approval of the Board of  Directors  of Parent,
and the  Exchangeable  Shares are not redeemed by Mergeco or purchased by Parent
pursuant  to  the  Call  Rights,   Parent  will  use  its   reasonable   efforts
expeditiously  and in good faith to take all such actions and do all such things
as are  necessary  or  desirable  to enable and permit  holders of  Exchangeable
Shares (other than Parent and its  Affiliates)  to  participate in such Offer to
the same extent and on an economically equivalent basis as the holders of Parent
Common Shares,  without  discrimination.  Without limiting the generality of the
foregoing,  Parent will use its  reasonable  efforts  expeditiously  and in good
faith to ensure that holders of Exchangeable Shares may participate in each such
Offer without being required to retract  Exchangeable  Shares as against Mergeco
(or, if so required, to ensure that any such retraction, shall be effective only
upon, and shall be  conditional  upon, the closing of such Offer and only to the
extent necessary to tender or deposit to the Offer). Nothing herein shall affect
the rights of Mergeco to redeem  (or  Parent to  purchase  pursuant  to the Call
Rights)  Exchangeable  Shares,  as applicable,  in the event of a Parent Control
Transaction.

2.9   Ownership of Outstanding Shares


<PAGE>
                                                                               9


Without the prior  approval of Mergeco and the prior  approval of the holders of
the  Exchangeable  Shares  given in  accordance  with  section 10.2 of the Share
Provisions,  Parent covenants and agrees in favour of Purchaser that, as long as
any outstanding Exchangeable Shares are owned by any Person other than Parent or
any of its  Affiliates,  Parent  will  be and  remain  the  direct  or  indirect
beneficial  owner of all issued and outstanding  voting shares in the capital of
Mergeco.

2.10     Parent and Affiliates Not to Vote Exchangeable Shares

Parent  covenants  and agrees  that it will  appoint  and cause to be  appointed
proxyholders  with  respect  to all  Exchangeable  Shares  held  by it  and  its
Affiliates  for the sole  purpose  of  attending  each  meeting  of  holders  of
Exchangeable  Shares in order to be  counted as part of the quorum for each such
meeting.  Parent  further  covenants and agrees that it will not, and will cause
its  Affiliates  not to,  exercise any voting rights which may be exercisable by
holders  of  Exchangeable  Shares  from  time  to  time  pursuant  to the  Share
Provisions  or pursuant to the  provisions of the Act (or any successor or other
corporate  statute by which Mergeco may in the future be governed)  with respect
to any  Exchangeable  Shares held by it or by its  Affiliates  in respect of any
matter considered at any meeting of holders of Exchangeable Shares.

2.11     Rule 10b-18 Purchases

For certainty, nothing contained in this Agreement, including without limitation
the  obligations  of Parent  contained  in section 2.8  hereof,  shall limit the
ability of Parent or Mergeco to make a "Rule 10b-18  Purchase" of Parent  Common
Shares pursuant to Rule 10b- 18 of the United States Securities  Exchange Act of
1934, as amended.


                                    ARTICLE 3
                                PARENT SUCCESSORS

3.1      Certain Requirements in Respect of Combination, etc.

Parent shall not consummate any transaction  (whether by way of  reconstruction,
reorganization,  consolidation,  merger,  transfer,  sale,  lease or other-wise)
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, but may do so if:

         (a)      such  other  Person or  continuing  corporation  (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, an agreement


<PAGE>
                                                                              10


                  supplemental hereto and such other instruments (if any) as are
                  reasonably  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 the
                  covenants and obligations of Parent under this Agreement; and

         (b)      such  transaction  shall be upon such terms and  conditions as
                  substantially  to preserve  and not to impair in any  material
                  respect any of the rights,  duties,  powers and authorities of
                  the other parties hereunder.

3.2      Vesting of Powers in Successor

Whenever the  conditions of section 3.1 have been duly  observed and  performed,
the  parties,  if  required  by section  3.1,  shall  execute  and  deliver  the
supplemental  agreement  provided for in section 3.1(a) and thereupon the Parent
Successor  shall possess and from time to time may exercise each and every right
and power of Parent under this  Agreement in the name of 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 Parent may be
done and  performed  with like force and effect by the  directors or officers of
such Parent Successor.

3.3      Wholly-Owned Subsidiaries

Nothing  herein shall be construed as preventing the  amalgamation  or merger of
any wholly-owned  direct or indirect subsidiary of Parent with or into Parent or
the  winding-up,  liquidation or dissolution of any  wholly-owned  subsidiary of
Parent  provided that all of the assets of such  subsidiary  are  transferred to
Parent or another  wholly-owned  direct or indirect subsidiary of Parent and any
such transactions are expressly permitted by this Article 3.


                                    ARTICLE 4
                                     GENERAL

4.1      Term

This Agreement  shall come into force and be effective as of the date hereof and
shall  terminate  and be of no  further  force  and  effect  at such  time as no
Exchangeable  Shares (or securities or rights  convertible  into or exchangeable
for or carrying  rights to acquire  Exchangeable  Shares) are held by any Person
other than Parent and any of its Affiliates.

4.2      Changes in Capital of Parent and Mergeco



<PAGE>
                                                                              11


At all times after the occurrence of any event contemplated pursuant to sections
2.7 and 2.8  hereof or  otherwise,  as a result of which  either  Parent  Common
Shares or the Exchangeable 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 Shares or both are so changed and
the parties  hereto shall  execute and deliver an  agreement  in writing  giving
effect to and evidencing such necessary amendments and modifications.

4.3      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  this
Agreement  shall be carried  out as nearly as possible  in  accordance  with its
original terms and conditions.

4.4      Amendments, Modifications

This Agreement may not be amended or modified  except by an agreement in writing
executed by Mergeco and Parent and  approved by the holders of the  Exchangeable
Shares in accordance with section 10.2 of the Share Provisions.

4.5      Ministerial Amendments

Notwithstanding the provisions of section 4.4, the parties to this Agreement may
in  writing  at any time and from  time to time,  without  the  approval  of the
holders of the  Exchangeable  Shares,  amend or modify  this  Agreement  for the
purposes of:

         (a)      adding to the  covenants of any or all parties  provided  that
                  the Board of  Directors of each of Mergeco and Parent shall be
                  of the good  faith  opinion  that such  additions  will not be
                  prejudicial  to the rights or  interests of the holders of the
                  Exchangeable Shares;

         (b)      making such amendments or modifications  not inconsistent with
                  this  Agreement as may be necessary or desirable  with respect
                  to matters or questions  which,  in the good faith  opinion of
                  the Board of Directors  of each of Mergeco and Parent,  it may
                  be  expedient  to  make,  provided  that  each  such  Board of
                  Directors  shall  be of  the  good  faith  opinion  that  such
                  amendments or  modifications  will not be  prejudicial  to the
                  rights or interests of the holders of the Exchangeable Shares;
                  or

         (c)      making such  changes or  corrections  which,  on the advice of
                  counsel to Mergeco and Parent, are required for the purpose of
                  curing or correcting  any ambiguity or defect or  inconsistent
                  provision or clerical omission or mistake


<PAGE>
                                                                              12


                  or manifest  error,  provided  that the Boards of Directors of
                  each of Mergeco and Parent shall be of the good faith  opinion
                  that such changes or  corrections  will not be  prejudicial to
                  the rights or  interests  of the  holders of the  Exchangeable
                  Shares.

4.6      Meeting to Consider Amendments

Mergeco,  at the  request of Parent,  shall  call a meeting or  meetings  of the
holders of the  Exchangeable  Shares for the purpose of considering any proposed
amendment or modification requiring approval pursuant to section 4.4 hereof. Any
such meeting or meetings shall be called and held in accordance  with the bylaws
of Mergeco, the Share Provisions and all applicable laws.

4.7      Amendments Only in Writing

No  amendment  to or  modification  or waiver of any of the  provisions  of this
Agreement  otherwise  permitted  hereunder  shall be  effective  unless  made in
writing and signed by all of the parties hereto.

4.8  Enurement

This  Agreement  shall be binding  upon and enure to the  benefit of the Parties
hereto and their respective successors and assigns.

4.9      Notices to Parties

All notices and other communications  between the parties to this Agreement hall
be in writing and shall be deemed to have been given if delivered  personally or
by  confirmed  telecopy to the parties at the  following  addresses  (or at such
other address for any such party as shall be specified in like notice):

                  BioSyntech Inc.
                  475 Armand Frappier
                  Laval (Quebec) H7V 4A7

                  Attention:                Mr. Amine Selmani
                  Telecopier No.:           450-686-8952

with a copy to:

                  De Grandpre Chaurette Levesque
                  2000 McGill College Avenue
                  Suite 1600


<PAGE>
                                                                              13


                  Montreal (Quebec) H3B 3H3

                  Attention:                Mr. Pierre Barnard
                  Telecopier No.:           (514) 499-0469


                  Bio Syntech, Inc.
                  c/o Lanham & Associates
                  45 Glen Echo, Unit A
                  Dove Canyon, California 92679

                  Attention:                Mr. Randall J. Lanham
                  Telecopier No.            (949) 858-6774


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
deemed to have been given and received on the date of confirmed  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.

4.10     Counterparts

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

4.11     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.

4.12     Attornment

Each of the parties  hereto agrees that any action or proceeding  arising out of
or relating to this Agreement may be instituted in the courts of the Province of
Quebec,  waives any objection which it may have now or hereafter to the venue of
any such action or proceeding,  irrevocably  submits to the  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  and Parent hereby
appoints Mergeco at its registered  office in the Province of Quebec as attorney
for service of process.




<PAGE>
                                                                              14


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





BIO SYNTECH 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



BIO SYNTECH LTD.



By: /s/ Amine Selmani
    -----------------------------------------

Name: Amine Selmani
Title:   President