sec document




                                                                   EXHIBIT 10.10

                                 BIOSYNTECH INC.



                         UNSECURED CONVERTIBLE DEBENTURE

Date: July 8, 2003                                   Principal Sum: CDN $750,000
                                                          Maturity: July 8, 2004


            FOR  VALUE   RECEIVED,   BIOSYNTECH   Inc.   ("BIOSYNTECH")   hereby
acknowledges  itself indebted to and promises to pay to or to the order of Amine
Selmani.  ("SELMANI")  or  its  permitted  assignees  or  transferees  hereunder
("HOLDER")  on July 8, 2004 or on such earlier date as the  Principal Sum hereof
may become due (the "MATURITY DATE"), the sum of CDN $750,000 in lawful money of
Canada at the principal  office of Holder located at 475 Armand  Frappier Blvd.,
Laval  Quebec  H7V 4B3,  or at such  other  place as  Holder  may  direct,  (the
"PRINCIPAL  OFFICE") and to pay interest on the Principal Sum outstanding at the
rate and times and in the amounts set forth herein.

            This  Unsecured   Convertible   Debenture  (the   "DEBENTURE"),   is
convertible  into Shares of Common Stock of Biosyntech  (the "COMMON  STOCK") in
accordance  with,  and  is  otherwise  subject  to,  the  terms  and  conditions
hereinafter set forth.

1.          INTEREST

            1.1       The Principal Sum outstanding  from time to time under the
                      Debenture  shall bear interest,  both before and after the
                      Maturity Date, Default and judgment, at an annual interest
                      rate equal to seven percent (7%).  Interest  accrued prior
                      and  after  the  Maturity  Date  will be paid on a monthly
                      basis on the last  business day of each month,  by cheque,
                      at the Principal Office.

2.          CONVERSION PRIVILEGE

            2.1       EXERCISE OF CONVERSION  PRIVILEGE.  Holder may convert the
                      Debenture, in whole or in part into shares of Biosyntech's
                      Common Stock (the "CONVERSION  PRIVILEGE") on the Maturity
                      Date or any business day  thereafter  until the  Debenture
                      has  been  repaid  in full  (the  "CONVERSION  DATE"),  by
                      surrendering  the  Debenture  at  the  Principal   Office,
                      together  with a written  notice  stating  that Holder has
                      elected to exercise  the  Conversion  Privilege  whereupon
                      Biosyntech  shall forthwith enter Holder or its nominee as
                      the  holder of the  number of shares of Common  Stock into
                      which the Debenture is converted.





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            2.2       The  number of shares  of Common  Stock to be issued  upon
                      conversion of the Debenture shall be determined by using a
                      conversion  rate  equal to U.S.  $0.35 per Share of Common
                      Stock,  based  on  the  exchange  rate  for  U.S.  dollars
                      published by the Bank of Canada for the business day prior
                      to the Conversion Date .

            2.3       FRACTIONAL  SHARES. If any fractional  interest in a Share
                      would,  except for the  provisions of this  paragraph,  be
                      deliverable upon the conversion hereof, Biosyntech may, in
                      lieu  of  delivering  any  certificate  representing  such
                      fractional  interest,  satisfy such fractional interest by
                      paying to Holder an amount  corresponding  to the value of
                      the fraction of a share.

3.          ISSUE OF SHARES

            Upon exercise of the Conversion Privilege Biosyntech shall forthwith
            cause  the  Holder to be  delivered  a  validly  issued  certificate
            representing  that  number  of shares  of  Common  Stock  that he is
            entitled to under the provisions of this Debenture.

4.          NO PREPAYMENT

            Biosyntech  may  not  prepay,  in  whole  or  in  part,  any  amount
            outstanding under the Debenture,  whether in principal,  interest or
            costs,  before the  Maturity  Date unless  otherwise  authorized  by
            Holder.

5.          ADJUSTMENTS

            5.1       The  number  of  shares   issuable  on  exercise  of  this
                      Debenture  and the  Conversion  Price  shall be subject to
                      adjustment  from time to time in the event that Biosyntech
                      shall:

                      (a)  pay a  dividend  in, or make a  distribution  of, its
                           Common Stock;

                      (b)  subdivide its outstanding Common Stock into a greater
                           number of shares;

                      (c)  combine its  outstanding  Common  Stock into a lesser
                           number of shares; or

                      (d)  spin-off a subsidiary by distributing,  as a dividend
                           or  otherwise,   shares  of  the  subsidiary  to  its
                           stockholders.




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                      In any such  case,  the  total  number of shares of Common
                      Stock  issuable  on  exercise  hereof   immediately  prior
                      thereto shall be adjusted so that Holder shall be entitled
                      to receive,  at the same aggregate  Conversion  Price, the
                      number of Shares of Common  Stock that  Holder  would have
                      owned or would have been  entitled to receive  immediately
                      following the  occurrence  of any of the events  described
                      above  had  this   Debenture   been   converted   in  full
                      immediately  prior to the occurrence (or applicable record
                      date) of such event.  An adjustment  made pursuant to this
                      section  shall,  in  the  case  of  a  stock  dividend  or
                      distribution,  be made as of the record  date and,  in the
                      case of a subdivision  or  combination,  be made as of the
                      effective date thereof.  If, as a result of any adjustment
                      pursuant to this section,  Holder shall become entitled to
                      receive  shares  of two  or  more  classes  or  series  of
                      securities  of  Biosyntech,  the  board  of  directors  of
                      Biosyntech shall equitably determine the allocation of the
                      adjusted  exercise  price between or among shares or other
                      units of such classes or series and shall notify Holder of
                      such allocation.


            5.2       In the event of any reorganization or  recapitalization of
                      Biosyntech or in the event Biosyntech consolidates with or
                      merges into or with  another  entity or  transfers  all or
                      substantially  all of its assets to another  entity,  then
                      and in each such event,  Holder,  upon  conversion of this
                      Debenture  as  provided  herein,  at any  time  after  the
                      consummation  of  such  reorganization,  recapitalization,
                      consolidation,  merger or transfer, shall be entitled, and
                      the documents  executed to effectuate  such event shall so
                      provide,  to  receive  the  stock or other  securities  or
                      property to which  Holder  would have been  entitled  upon
                      such  consummation  if Holder had converted this Debenture
                      immediately prior thereto. In such case, the terms of this
                      Debenture  shall  survive  the  consummation  of any  such
                      reorganization, recapitalization, consolidation, merger or
                      transfer and shall be applicable to the shares of stock or
                      other securities or property  receivable on the conversion
                      of this Debenture after such consummation.

            5.3       Whenever a reference  is made in this section to the issue
                      or sale of Shares of Common  Stock,  the term  "Shares  of
                      Common  Stock"  shall mean the  Shares of Common  Stock of
                      Biosyntech  of the class  authorized as of the date hereof
                      and any other class of stock ranking on a parity with such
                      Shares of Common Stock.

            5.4       Whenever the number of Shares of Common Stock  purchasable
                      upon exercise of this  Debenture or the  Conversion  Price
                      shall be  adjusted as required  herein,  Biosyntech  shall
                      forthwith file such  information with its secretary at its
                      principal office,  and with the price determined as herein
                      provided and setting  forth in detail the facts  requiring
                      such adjustment.  Each such officer's certificate shall be




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                      made available at all  reasonable  times for inspection by
                      Holder  and  Biosyntech   shall,   forthwith   after  such
                      adjustment, deliver a copy of such certificate to Holder.

6.          ASSIGNMENT AND TRANSFER BY HOLDER

            6.1       Holder may, at its own cost,  without the prior consent of
                      Biosyntech,  assign and transfer  this  Debenture  and all
                      rights,   benefits  and  obligations   thereunder  to  any
                      affiliated party, and with the prior consent of Biosyntech
                      which  shall not be  unreasonably  withheld,  to any third
                      party;

            6.2       Upon Holder  making an  assignment  or transfer  permitted
                      hereunder,   Holder   shall  be  released   from   further
                      obligations  to  Biosyntech  and  the new  assignee  shall
                      assume  such  obligations,  together  with the  associated
                      rights,  without  novation.  Biosyntech  agrees to execute
                      such  documents and perform such acts as may be reasonably
                      required   to  give   effect  to  any  such   transfer  or
                      assignment.


            6.3       This  Debenture  shall bind the  successors and assigns of
                      Biosyntech.

7.          MUTILATIONS, LOSS OR DESTRUCTION OF DEBENTURES

            In case this Debenture shall become mutilated or be lost,  destroyed
            or stolen, and in the absence of notice that this Debenture has been
            acquired  by a bona  fide  purchaser,  Biosyntech,  shall  issue and
            deliver a new  Debenture of like date and tenor upon  surrender  and
            cancellation  of the mutilated  Debenture or, in the case of a lost,
            destroyed or stolen Debenture, in lieu of and in substitution of the
            same. In the case of loss or destruction or theft, the applicant for
            a substituted Debenture shall furnish to Biosyntech such evidence of
            such  loss or  destruction  or theft as  shall  be  satisfactory  to
            Biosyntech in its discretion and, upon request of Biosyntech,  shall
            also furnish an indemnity or letter of credit of a Canadian  bank or
            such other indemnity as is satisfactory to it in its discretion. The
            applicant for a new or substituted  Debenture shall pay all expenses
            incidental to the issuance of such new or substituted Debenture.

8.          GOVERNING LAW

            The Debenture  shall be governed by and construed in accordance with
            the laws in force in the Province of Quebec.

IN WITNESS WHEREOF,  Biosyntech has duly executed and delivered the Debenture in
favour of Holder as of the date first written above.



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                                         BIOSYNTECH  INC.


                                         Per:
                                              ----------------------------------
                                              Serge Savard
                                              Chairman of the Board

ACCEPTED as of the date first written above.


                                              ----------------------------------
                                              AMINE SELMANI.