SCHEDULE A



         The  Corporation  shall be authorized  to issue an unlimited  number of
COMMON AND EXCHANGEABLE SHARES,  without par value, having the following rights,
privileges, restrictions and conditions:

3.1      COMMON SHARES

3.1.1    The Common  shares  shall  confer the  following  rights  upon  holders
         thereof, namely:

         a)       the  right  to  vote at all  meetings  of  shareholders,  each
                  shareholder  being  entitled to one vote for each Common share
                  held by him;

         b)       the right to receive  all  dividends  declared by the board of
                  directors on the Common shares;

         c)       the right to share in the remaining  assets of the Corporation
                  upon its voluntary or forced winding-up or liquidation.

3.1.2    The board of  directors  shall be  entitled  to declare a  dividend  in
         respect of the Common shares,  without in any manner  whatsoever  being
         required  to declare or pay a dividend  to holders of other  classes of
         shares.


3.2      EXCHANGEABLE SHARES

3.2.1    The Exchangeable  shares shall have the following  rights,  privileges,
         restrictions and conditions:

                                    ARTICLE 1
                                 INTERPRETATION

For the purposes of these share provisions:

"ACT" means the Canada Business Corporations  Act, as amended;

"AFFILIATE" has the meaning ascribed thereto in the Act;

"BOARD OF DIRECTORS" means the Board of Directors of the Corporation;



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                                                                               2

"BUSINESS  DAY" means any day on which  commercial  banks are generally open for
business in Montreal,  Quebec, other than a Saturday, a Sunday or a day observed
as a holiday in Montreal, Quebec under the laws of the Province of Quebec or the
federal laws of Canada;

"CALL  RIGHT"  has the  meaning  ascribed  thereto  in the  Exchange  and Voting
Agreement;

"CANADIAN  DOLLAR  EQUIVALENT"  means in  respect  of an amount  expressed  in a
currency other than Canadian dollars (the "Foreign Currency Amount") at any date
the product obtained by multiplying:

         (a)      the Foreign Currency Amount by,

         (b)      the noon  spot  exchange  rate on such  date for such  foreign
                  currency expressed in Canadian dollars as reported by the Bank
                  of  Canada  or, in the event  such spot  exchange  rate is not
                  available,  such  spot  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;

"COMMON SHARES" means the common shares in the capital of the Corporation;

"CURRENT  MARKET PRICE" means,  in respect of a Parent Common Share on any date,
the  Canadian  Dollar  Equivalent  of the  average of the  closing bid and asked
prices of Parent Common Shares  during a period of 10  consecutive  trading days
ending not more than three  trading days before such date on Nasdaq,  or, if the
Parent Common Shares are not then quoted on Nasdaq, on such other 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 in the  opinion  of the  Board  of
Directors the public  distribution  or trading  activity of Parent Common Shares
during such period does not create a market which reflects the fair market value
of a Parent Common Share, then the Current Market Price of a Parent Common Share
shall be  determined  by the Board of  Directors,  in good faith and in its sole
discretion,   and  provided   further  that  any  such  selection,   opinion  or
determination by the Board of Directors shall be conclusive and binding;

"DIVIDEND  AMOUNT"  means the amount of all declared and unpaid  dividends on an
Exchangeable  Share held by a holder on any dividend  record date which occurred
prior to the date of purchase or redemption of such shares by the Corporation or
Parent from such holder;



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                                                                               3

"EFFECTIVE  DATE"  means the date of the  certificate  of  incorporation  of the
Corporation;

"EXCHANGE  AND VOTING  AGREEMENT"  means the  agreement  dated  October 10, 2000
between Parent,  the  Corporation,  the Holders of  Exchangeable  Shares and the
Trustee;

"EXCHANGEABLE SHARES" means the non-voting exchangeable shares in the capital of
the Corporation,  having the rights, priileges,  restrictions and conditions set
forth herein;

"GOVERNMENTAL ENTITY" means any (a) multinational,  federal, provincial,  state,
regional,   municipal,  local  or  other  government,   governmental  or  public
department,  central bank, court, tribunal,  arbitral body,  commission,  board,
bureau or agency, domestic or foreign, (b) any subdivision,  agent,  commission,
board, or authority of any of the foregoing,  or (c) any  quasi-governmental  or
private body exercising any regulatory,  expropriation or taxing authority under
or for the account of any of the foregoing;

"HOLDER" means, when used with reference to the Exchangeable Shares, the holders
of Exchangeable  Shares shown from time to time in the register maintained by or
on behalf of the Corporation in respect of the Exchangeable Shares;

"LIQUIDATION  AMOUNT" has the meaning  ascribed  thereto in Section 5.1 of these
share provisions;

"LIQUIDATION  DATE" has the  meaning  ascribed  thereto in Section  5.1 of these
share provisions;

"NASDAQ"  means  the  National   Association  of  Securities  Dealers  Automated
Quotation System;

"PARENT" means Tece Inc. (formerly Internet Food Co. Inc.) a Nevada Corporation;

"PARENT  COMMON SHARES" mean the shares of common stock in the capital of Parent
and any other securities into which such shares may be changed;

"PARENT  CONTROL  TRANSACTION"  means any merger,  amalgamation,  tender  offer,
material  sale of shares or rights or  interests  therein  or thereto or similar
transactions involving Parent, or any proposal to do so;

"PARENT  DIVIDEND  DECLARATION  DATE"  means  the  date on  which  the  Board of
Directors of Parent declares any dividend on the Parent Common Shares;



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                                                                               4

"PARENT  CALL NOTICE" has the meaning  ascribed  thereto in Section 6.3 of these
share provisions;

"PERSON"  includes any individual,  firm,  partnership,  joint venture,  venture
capital fund, limited liability  Corporation,  unlimited liability  Corporation,
association,   trust,   trustee,   executor,   administrator,   legal   personal
representative,  estate,  group,  body  corporate,  corporation,  unincorporated
association or  organization,  Governmental  Entity,  syndicate or other entity,
whether or not having legal status;

"PURCHASE  PRICE" has the meaning ascribed thereto in Section 6.3 of these share
provisions;

"REDEMPTION DATE" means the date, if any,  established by the Board of Directors
for the  redemption  by the  Corporation  of all but not  less  than  all of the
outstanding Exchangeable Shares pursuant to Article 7 of these share provisions,
which date shall be no earlier than December 31, 2004, unless:

         (a)      there are fewer than 1,000,000 Exchangeable Shares outstanding
                  (other  than  Exchangeable  Shares  held  by  Parent  and  its
                  affiliates,  and as such  number of shares may be  adjusted as
                  deemed appropriate by the Board of Directors to give effect to
                  any subdivision or  consolidation  of or stock dividend on the
                  Exchangeable  Shares,  any issue or  distribution of rights to
                  acquire Exchangeable Shares or securities  exchangeable for or
                  convertible   into   Exchangeable   Shares,   any   issue   or
                  distribution  of other  securities  or rights or  evidences of
                  indebtedness or assets; or

         (b)      any  other  capital   reorganization   or  other   transaction
                  affecting the Exchangeable Shares), in which case the Board of
                  Directors may  accelerate  such  redemption  date to such date
                  prior to December 31, 2004 as it may determine,  upon at least
                  60 days' prior written notice to the registered holders of the
                  Exchangeable Shares and the Trustee;

         (c)      a Parent Control  Transaction  occurs, in which case, provided
                  that the Board of Directors  determines,  in good faith and in
                  its sole discretion,  that it is not reasonably practicable to
                  substantially  replicate  the  terms  and  conditions  of  the
                  Exchangeable  Shares in  connection  with such Parent  Control
                  Transaction  and that the  redemption of all but not less than
                  all of the  outstanding  Exchangeable  Shares is  necessary to
                  enable the  completion of such Parent  Control  Transaction in
                  accordance  with  its  terms,   the  Board  of  Directors  may
                  accelerate such redemption date to such date prior to December
                  31,


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                                                                               5

                  2004 as it may  determine,  upon such  number  of days'  prior
                  written notice to the registered  holders of the  Exchangeable
                  Shares and the Trustee as the Board of Directors may determine
                  to be reasonably practicable in such circumstances;

provided, however, that the accidental failure or omission to give any notice of
redemption  under  clauses (a) or (b) above to less than 10% of such  holders of
Exchangeable Shares shall not affect the validity of any such redemption;

"REDEMPTION  PRICE" has the  meaning  ascribed  thereto in Section  7.1 of these
share provisions;

"RETRACTED  SHARES" has the meaning  ascribed thereto in Section 6.1(a) of these
share provisions;

"RETRACTION  DATE" has the meaning  ascribed  thereto in Section 6.1(b) of these
share provisions;

"RETRACTION  PRICE" has the  meaning  ascribed  thereto in Section  6.1 of these
share provisions;

"RETRACTION  REQUEST" has the meaning  ascribed  thereto in Section 6.1 of these
share provisions;

"SECURITIES  ACT" means the Securities  Act (Quebec) and the rules,  regulations
and policies made  thereunder,  as now in effect and as they may be amended from
time to time prior to the Effective Date;

"SUPPORT  AGREEMENT"  means the  agreement  dated  October  10,  2000 made among
Parent, Tec and 3786137 Canada Inc.;

"TEC" means Tec Technologyvaluation.com  Corporation, a Corporation incorporated
under the Act;

"TEC COMMON  SHARES" means the common shares of Tec as  constituted  immediately
prior to the Effective Date;

"TEC  OPTIONS"  means the options to purchase Tec Common Shares issued from time
to time prior to the date hereof pursuant to the Tec Stock Option Plan;



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                                                                               6

"TRANSFER AGENT" means the transfer agent for the Exchangeable Shares;

"TRUSTEE" means the trustee under the Exchange and Voting Agreement;


                                    ARTICLE 2
                         RANKING OF EXCHANGEABLE SHARES

2.1 The  Exchangeable  Shares shall be entitled to a preference  over the Common
Shares and any other  shares  ranking  junior to the  Exchangeable  Shares  with
respect to the payment of dividends and the  distribution of assets in the event
of the  liquidation,  dissolution  or  winding-up  of the  Corporation,  whether
voluntary  or  involuntary,  or any  other  distribution  of the  assets  of the
Corporation, among its shareholders for the purpose of winding up its affairs.


                                    ARTICLE 3
                                    DIVIDENDS

3.1 A holder of an Exchangeable Share shall be entitled to receive and the Board
of  Directors  shall,  subject  to  applicable  law,  on  each  Parent  Dividend
Declaration Date, declare a dividend on each Exchangeable Share:

         (a)      in the case of a cash  dividend  declared on the Parent Common
                  Shares,  in an amount in cash for each  Exchangeable  Share in
                  U.S. dollars, or the Canadian Dollar Equivalent thereof on the
                  Parent Dividend Declaration Date, in each case,  corresponding
                  to the cash dividend declared on each Parent Common Share;

         (b)      in the case of a stock dividend  declared on the Parent Common
                  Shares  to be paid in  Parent  Common  Shares  by the issue or
                  transfer by the  Corporation  of such  number of  Exchangeable
                  Shares for each  Exchangeable  Share as is equal to the number
                  of  Parent  Common  Shares  to be paid on each  Parent  Common
                  Share; or

         (c)      in the case of a dividend declared on the Parent Common Shares
                  in property other than cash or Parent Common  Shares,  in such
                  type and amount of property for each Exchangeable  Share as is
                  the same as or economically equivalent to (to be determined by
                  the Board of Directors as contemplated by


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                                                                               7

                  Section 3.5  hereof) the type and amount of property  declared
                  as a dividend on each Parent Common Share.

3.2 Such  dividends  shall be paid  out of  money,  assets  or  property  of the
Corporation  properly  applicable  to  the  payment  of  dividends,  or  out  of
authorized but unissued shares of the Corporation, as applicable.

3.3  Cheques of the  Corporation  payable at par at any branch of the bankers of
the Corporation shall be issued in respect of any cash dividends contemplated by
Section  3.1 (a)  hereof and the  sending of such a cheque to each  holder of an
Exchangeable  Share shall satisfy the cash dividend  represented  thereby unless
the cheque is not paid on presentation.  Certificates  registered in the name of
the registered  holder of Exchangeable  Shares shall be issued or transferred in
respect of any stock  dividends  contemplated  by Section 3.1 (b) hereof and the
sending of such a  certificate  to each  holder of an  Exchangeable  Share shall
satisfy the stock dividend  represented  thereby.  Such other type and amount of
property  in respect of any  dividends  contemplated  by Section  3.1 (c) hereof
shall be issued, distributed or transferred by the Corporation in such manner as
it shall  determine and the issuance,  distribution  or transfer  thereof by the
Corporation to each holder of an  Exchangeable  Share shall satisfy the dividend
represented  thereby.  No holder of an  Exchangeable  Share shall be entitled to
recover by action or other legal process  against the  Corporation  any dividend
that is  represented  by a  cheque  that  has not  been  duly  presented  to the
Corporation's  bankers for payment or that  otherwise  remains  unclaimed  for a
period of six years from the date on which such dividend was payable.

3.4 The record date for the determination of the holders of Exchangeable  Shares
entitled to receive payment of, and the payment date for, any dividend  declared
on the  Exchangeable  Shares under Section 3.1 hereof shall be the same dates as
the record date and payment date,  respectively,  for the corresponding dividend
declared on the Parent Common Shares.

3.5 If on any payment date for any dividends declared on the Exchangeable Shares
under  Section  3.1  hereof  the  dividends  are not  paid in full on all of the
Exchangeable  Shares then  outstanding,  any such  dividends  that remain unpaid
shall be paid on a subsequent date or dates determined by the Board of Directors
on which the  Corporation  shall  have  sufficient  money,  assets  or  property
properly applicable to the payment of such dividends.

3.6 The  Board of  Directors  shall  determine,  in good  faith  and in its sole
discretion,  economic  equivalence  for the purposes of Section 3.1 hereof,  and
each such  determination  shall be conclusive and binding on the Corporation and
its  shareholders.  In making each such  determination,  the  following  factors
shall,  without excluding other factors  determined by the Board of Directors to
be relevant, be considered by the Board of Directors:


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                                                                               8

         (a)      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;

         (b)      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;

         (c)      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  3.5(b)  above,   any  evidences  of
                  indebtedness  of or any  assets of  Parent)  the  relationship
                  between the fair market value (as  determined  by the Board of
                  Directors 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; and

         d)       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).


                                    ARTICLE 4
                              CERTAIN RESTRICTIONS

4.1 So long as any of the Exchangeable  Shares are outstanding,  the Corporation
shall not at any time  without,  but may at any time with,  the  approval of the
holders of the  Exchangeable  Shares given as specified in Section 10.2 of these
share provisions:

         (a)      pay any  dividends  on the Common  Shares or any other  shares
                  ranking junior to the  Exchangeable  Shares,  other than stock
                  dividends  payable in Common  Shares or any such other  shares
                  ranking junior to the Exchangeable Shares, as the case may be;



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                                                                               9

         (b)      redeem or purchase or make any capital distribution in respect
                  of Common  Shares or any other  shares  ranking  junior to the
                  Exchangeable Shares;

         (c)      redeem or purchase any other shares of the Corporation ranking
                  equally  with the  Exchangeable  Shares  with  respect  to the
                  payment of dividends or on any liquidation distribution; or

         (d)      except  pursuant  to and in  accordance  with the terms of Bio
                  Syntech Options,  issue any  Exchangeable  Shares or any other
                  shares of the  Corporation  ranking  equally with, or superior
                  to,  the  Exchangeable  Shares  other  than  by way  of  stock
                  dividends to the holders of such Exchangeable Shares.

4.2 The restrictions in Sections 4.1(a),  (b), (c) and (d) above shall not apply
if all  dividends  on  the  outstanding  Exchangeable  Shares  corresponding  to
dividends  declared and paid to date on the Parent Common Shares shall have been
declared and paid on the Exchangeable Shares.


                                    ARTICLE 5

                           DISTRIBUTION ON LIQUIDATION

5.1  In  the  event  of  the  liquidation,  dissolution  or  winding-up  of  the
Corporation or any other distribution of the assets of the Corporation among its
shareholders for the purpose of winding up its affairs, a holder of Exchangeable
Shares shall be entitled,  subject to applicable law, to receive from the assets
of the Corporation in respect of each Exchangeable  Share held by such holder on
the effective date (the "Liquidation Date") of such liquidation,  dissolution or
winding-up, before any distribution of any part of the assets of the Corporation
among the holders of the Common Shares or any other shares ranking junior to the
Exchangeable Shares, an amount per share (the "Liquidation Amount") equal to the
Current  Market Price of a Parent Common Share on the last Business Day prior to
the  Liquidation  Date,  which  shall be  satisfied  in full by the  Corporation
causing  to be  delivered  to such  holder  one Parent  Common  Share,  plus the
Dividend Amount.

5.2 On or promptly  after the  Liquidation  Date, and subject to the exercise by
Parent of the Call Right,  the  Corporation  shall cause to be  delivered to the
holders  of the  Exchangeable  Shares  the  Liquidation  Amount  for  each  such
Exchangeable   Share  upon   presentation  and  surrender  of  the  certificates
representing  such Exchangeable  Shares,  together with such other documents and
instruments as may be required to effect a transfer of Exchangeable Shares under
the Act and the Articles of the Corporation and such


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                                                                              10

additional  documents and  instruments as the Transfer Agent and the Corporation
may reasonably  require,  at the registered  office of the Corporation or at any
office of the Transfer Agent as may be specified by the Corporation by notice to
the holders of the Exchangeable Shares.  Payment of the total Liquidation Amount
for such  Exchangeable  Shares shall be made by delivery to each holder,  at the
address of the holder recorded in the register of members of the Corporation for
the  Exchangeable  Shares  or by  holding  for  pick-up  by  the  holder  at the
registered  office of the  Corporation or at any office of the Transfer Agent as
may be specified  by the  Corporation  by notice to the holders of  Exchangeable
Shares, on behalf of the Corporation of certificates  representing Parent Common
Shares (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 a cheque of the
Corporation  payable at par at any branch of the bankers of the  Corporation  in
respect of the remaining  portion,  if any, of the total Liquidation  Amount (in
each case less any amounts  withheld  on account of tax  required to be deducted
and withheld  therefrom).  On and after the Liquidation Date, the holders of the
Exchangeable  Shares shall cease to be holders of such  Exchangeable  Shares and
shall not be  entitled  to  exercise  any of the  rights of  holders  in respect
thereof,  other than the right to receive their  proportionate part of the total
Liquidation  Amount,  unless  payment of the total  Liquidation  Amount for such
Exchangeable  Shares shall not be made upon  presentation and surrender of share
certificates  in  accordance  with the foregoing  provisions,  in which case the
rights of the holders shall remain unaffected until the total Liquidation Amount
has been paid in the manner  hereinbefore  provided.  The Corporation shall have
the  right at any time  after the  Liquidation  Date to  deposit  or cause to be
deposited the total  Liquidation  Amount in respect of the  Exchangeable  Shares
represented  by  certificates  that  have  not  at  the  Liquidation  Date  been
surrendered  by the holders  thereof in a custodial  account with any  chartered
bank or trust Corporation in Canada. Upon such deposit being made, the rights of
the  holders  of  Exchangeable  Shares  after such  deposit  shall be limited to
receiving their proportionate part of the total Liquidation Amount (in each case
less any amounts withheld on account of tax required to be deducted and withheld
therefrom) for such Exchangeable Shares so deposited,  against  presentation and
surrender of the said  certificates  held by them,  respectively,  in accordance
with the  foregoing  provisions.  Upon  such  payment  or  deposit  of the total
Liquidation  Amount, the holders of the Exchangeable  Shares shall thereafter be
considered and deemed for all purposes to be holders of the Parent Common Shares
delivered to them or the custodian on their behalf.

5.3 After the  Corporation  has satisfied its  obligations to pay the holders of
the Exchangeable  Shares the Liquidation  Amount per Exchangeable Share pursuant
to Section 5.1 of these share provisions,  such holders shall not be entitled to
share in any further distribution of the assets of the Corporation.




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                                                                              11

                                    ARTICLE 6
                   RETRACTION OF EXCHANGEABLE SHARES BY HOLDER

6.1 A holder of  Exchangeable  Shares shall be entitled at any time,  subject to
the exercise by Parent of the Call Right and otherwise upon  compliance with the
provisions of this Article 6, to require the Corporation to redeem any or all of
the Exchangeable  Shares registered in the name of such holder for an amount per
share equal to the Current  Market  Price of a Parent  Common  Share on the last
Business Day prior to the Retraction Date (the "Retraction Price"),  which shall
be satisfied in full by the  Corporation  causing to be delivered to such holder
one Parent Common Share for each Exchangeable Share presented and surrendered by
the holder. To effect such redemption, the holder shall present and surrender at
the registered  office of the Corporation or at any office of the Transfer Agent
as may be specified by the  Corporation by notice to the holders of Exchangeable
Shares the  certificate or certificates  representing  the  Exchangeable  Shares
which the holder  desires to have the  Corporation  redeem,  together  with such
other  documents  and  instruments  as may be  required  to effect a transfer of
Exchangeable  Shares under the Act and the Articles of the  Corporation and such
additional  documents and  instruments as the Transfer Agent and the Corporation
may  reasonably  require,  and  together  with a duly  executed  statement  (the
"Retraction  Request") in the form of Schedule A hereto or in such other form as
may be acceptable to the Corporation:

         (a)      specifying  that the holder  desires to have all or any number
                  specified  therein of the Exchangeable  Shares  represented by
                  such  certificate or  certificates  (the  "Retracted  Shares")
                  redeemed by the Corporation;

         (b)      stating the Business  Day on which the holder  desires to have
                  the Corporation  redeem the Retracted  Shares (the "Retraction
                  Date"),  provided that the  Retraction  Date shall be not less
                  than 10 Business Days nor more than 15 Business Days after the
                  date on  which  the  Retraction  Request  is  received  by the
                  Corporation  and further  provided  that, in the event that no
                  such Business Day is specified by the holder in the Retraction
                  Request,  the  Retraction  Date shall be deemed to be the 15th
                  Business Day after the date on which the Retraction Request is
                  received by the Corporation; and

         (c)      acknowledging,  as the case may be, the overriding  right (the
                  "Call  Right") of Parent to purchase all but not less than all
                  the  Retracted  Shares  directly  from the holder and that the
                  Retraction  Request shall be deemed to be a revocable offer by
                  the  holder  to  sell  the  Retracted   Shares  to  Parent  in
                  accordance with the Call Right on the terms and conditions set
                  out in Section 6.3 below.



<PAGE>


                                                                              12

6.2 Subject to the  exercise by Parent of the Call  Right,  upon  receipt by the
Corporation or the Transfer Agent in the manner  specified in Section 6.1 hereof
of a certificate or certificates  representing  the number of Retracted  Shares,
together with a Retraction Request,  and provided that the Retraction Request is
not  revoked  by  the  holder  in the  manner  specified  in  Section  6.7,  the
Corporation shall redeem the Retracted Shares effective at the close of business
on the Retraction  Date and shall cause to be delivered to such holder the total
Retraction Price. If only a part of the Exchangeable  Shares  represented by any
certificate is redeemed (or purchased by Parent  pursuant to the Call Right),  a
new certificate for the balance of such  Exchangeable  Shares shall be issued to
the holder at the expense of the Corporation.

6.3 Upon receipt by the  Corporation of a Retraction  Request,  the  Corporation
shall  immediately  notify Parent  thereof and shall provide to Parent a copy of
the Retraction  Request. In order to exercise the Call Right, Parent must notify
the Corporation of its  determination to do so (the "Parent Call Notice") within
five Business Days of  notification  to Parent by the Corporation of the receipt
by the Corporation of the Retraction  Request.  If Parent does not so notify the
Corporation  within such five Business Day period,  the Corporation  will notify
the holder as soon as possible thereafter that Parent will not exercise the Call
Right.  If Parent  delivers the Parent Call Notice within such five Business Day
period, and provided that the Retraction Request is not revoked by the holder in
the manner  specified in Section 6.7, the Retraction  Request shall thereupon be
considered  only to be an offer by the  holder to sell the  Retracted  Shares to
Parent in accordance with the Call Right. In such event,  the Corporation  shall
not redeem the Retracted  Shares and Parent shall  purchase from such holder and
such holder shall sell to Parent on the Retraction Date the Retracted Shares for
a purchase price (the "Purchase  Price") per share equal to the Retraction Price
per share, plus on the designated payment date therefor,  to the extent not paid
by the Corporation on the designated payment date therefor, any Dividend Amount.
To the extent that Parent pays the Dividend  Amount in respect of the  Retracted
Shares,  the  Corporation  shall no longer be  obligated to pay any declared and
unpaid  dividends on such  Retracted  Shares.  Provided that Parent has complied
with Section 6.4, the closing of the purchase and sale of the  Retracted  Shares
pursuant to the Call Right  shall be deemed to have  occurred as at the close of
business on the Retraction Date and, for greater certainty, no redemption by the
Corporation of such Retracted Shares shall take place on the Retraction Date. In
the event that Parent  does not  deliver a Parent  Call Notice  within such five
Business Day period,  and provided that the Retraction Request is not revoked by
the holder in the manner specified in Section 6.7, the Corporation  shall redeem
the  Retracted  Shares  on the  Retraction  Date  and in  the  manner  otherwise
contemplated in this Article 6.

6.4 The  Corporation  or Parent,  as the case may be, shall deliver or cause the
Trustee to deliver to the relevant holder, at the address of the holder recorded
in the register of


<PAGE>


                                                                              13

members  of the  Corporation  for  the  Exchangeable  Shares  or at the  address
specified  in the holder's  Retraction  Request or by holding for pick-up by the
holder at the  registered  office  of the  Corporation  or at any  office of the
Transfer  Agent as may be specified by the  Corporation by notice to the holders
of  Exchangeable  Shares,  certificates  representing  the Parent  Common Shares
(which shares shall be duly issued as fully paid and non-assessable and shall be
free and clear of any lien, claim or encumbrance)  registered in the name of the
holder or in such other name as the holder may request,  and, if applicable  and
on or before the payment date therefor, a cheque payable at par at any branch of
the  bankers of the  Corporation  or Parent,  as  applicable,  representing  the
aggregate Dividend Amount, in payment of the total Retraction Price or the total
Purchase Price,  as the case may be, in each case, less any amounts  withheld on
account of tax required to be deducted and withheld therefrom, and such delivery
of such  certificates and cheques on behalf of the Corporation or by Parent,  as
the case may be, or by the  Transfer  Agent shall be deemed to be payment of and
shall satisfy and discharge  all  liability  for the total  Retraction  Price or
total  Purchase  Price,  as the  case  may be,  to the  extent  that the same is
represented  by such share  certificates  and cheques (plus any tax deducted and
withheld therefrom and remitted to the proper tax authority).

6.5 On and after the close of business on the Retraction Date, the holder of the
Retracted  Shares shall cease to be a holder of such Retracted  Shares and shall
not be entitled to  exercise  any of the rights of a holder in respect  thereof,
other than the right to receive his  proportionate  part of the total Retraction
Price or total Purchase Price, as the case may be, unless upon  presentation and
surrender of certificates in accordance with the foregoing  provisions,  payment
of the total  Retraction  Price or the total Purchase Price, as the case may be,
shall not be made as provided  in Section  6.4, in which case the rights of such
holder shall remain  unaffected  until the total  Retraction  Price or the total
Purchase  Price,  as the case may be, has been paid in the  manner  hereinbefore
provided.  On and after the close of business on the Retraction  Date,  provided
that  presentation  and  surrender  of  certificates  and  payment  of the total
Retraction  Price or the total Purchase Price, as the case may be, has been made
in accordance with the foregoing provisions,  the holder of the Retracted Shares
so redeemed by the  Corporation  or  purchased  by Parent  shall  thereafter  be
considered  and deemed  for all  purposes  to be a holder of the  Parent  Common
Shares delivered to it.

6.6 Notwithstanding any other provision of this Article 6, the Corporation shall
not  be  obligated  to  redeem  Retracted  Shares  specified  by a  holder  in a
Retraction  Request to the extent that such redemption of Retracted Shares would
be contrary to solvency  requirements or other  provisions of applicable law. If
the  Corporation  believes that on any Retraction Date it would not be permitted
by any of such provisions to redeem the Retracted Shares tendered for redemption
on such date,  and provided that Parent shall not have  exercised the Call Right
with respect to the Retracted Shares, the Corporation shall only be obligated to


<PAGE>


                                                                              14

redeem  Retracted  Shares  specified by a holder in a Retraction  Request to the
extent of the maximum  number that may be so redeemed  (rounded  down to a whole
number of shares) as would not be contrary to such  provisions  and shall notify
the holder at least two  Business  Days prior to the  Retraction  Date as to the
number of Retracted Shares which will not be redeemed by the Corporation. In any
case in which the  redemption by the  Corporation  of Retracted  Shares would be
contrary to solvency  requirements  or other  provisions of applicable  law, the
Corporation  shall redeem  Retracted  Shares in  accordance  with Section 6.2 of
these  share  provisions  on a pro rata basis and shall  issue to each holder of
Retracted  Shares  a  new  certificate,  at  the  expense  of  the  Corporation,
representing  the Retracted  Shares not redeemed by the Corporation  pursuant to
Section 6.2 hereof.  Provided that the Retraction  Request is not revoked by the
holder in the manner  specified in Section 6.7, the holder of any such Retracted
Shares not  redeemed by the  Corporation  pursuant to Section 6.2 of these share
provisions  as  a  result  of  solvency  requirements  or  other  provisions  of
applicable  law shall be deemed by giving  the  Retraction  Request  to  require
Parent to purchase such Retracted Shares from such holder on the Retraction Date
or as soon as practicable  thereafter on payment by Parent to such holder of the
Purchase Price for each such Retracted Share, all as more specifically  provided
in the Exchange and Voting Agreement.

6.7 A holder of Retracted  Shares may, by notice in writing  given by the holder
to the Corporation  before the close of business on the Business Day immediately
preceding the Retraction Date,  withdraw its Retraction  Request, in which event
such Retraction Request shall be null and void and, for greater  certainty,  the
revocable  offer  constituted  by the  Retraction  Request to sell the Retracted
Shares to Parent shall be deemed to have been revoked.

                                    ARTICLE 7
              REDEMPTION OF EXCHANGEABLE SHARES BY THE CORPORATION

7.1 Subject to  applicable  law, and provided  Parent has not exercised the Call
Right, the Corporation shall on the Redemption Date redeem all but not less than
all of the then outstanding Exchangeable Shares for an amount per share equal to
the Current Market Price of a Parent Common Share on the last Business Day prior
to the Redemption  Date (the  "Redemption  Price"),  which shall be satisfied in
full by the  Corporation  causing to be delivered to each holder of Exchangeable
Shares one Parent Common Share for each Exchangeable  Share held by such holder,
together with the Dividend Amount.

7.2 In any case of a redemption of Exchangeable Shares under this Article 7, the
Corporation  shall,  at least 60 days before the  Redemption  Date (other than a
Redemption  Date  established in connection  with a Parent Control  Transaction,
send or cause to be sent


<PAGE>


                                                                              15

to each holder of  Exchangeable  Shares a notice in writing of the redemption by
the  Corporation or the purchase by Parent under the Call Right, as the case may
be, of the Exchangeable  Shares held by such holder. In the case of a Redemption
Date  established in connection with a Parent Control  Transaction,  the written
notice of redemption by the Corporation or the purchase by Parent under the Call
Right  will be sent on or before  the  Redemption  Date,  on as many days  prior
written notice as may be determined by the Board of Directors of the Corporation
to be reasonably practicable in the circumstances. In any such case, such notice
shall set out the  formula  for  determining  the  Redemption  Price or the Call
Purchase  Price,  as the case may be, the  Redemption  Date and, if  applicable,
particulars of the Call Right.

7.3 On or after the Redemption Date and subject to the exercise by Parent of the
Call Right,  the  Corporation  shall cause to be delivered to the holders of the
Exchangeable   Shares  to  be  redeemed  the  Redemption  Price  for  each  such
Exchangeable  Share,  together with the Dividend  Amount upon  presentation  and
surrender at the  registered  office of the  Corporation or at any office of the
Trustee  as  may  be  specified  by  the  Corporation  in  such  notice  of  the
certificates  representing  such Exchangeable  Shares,  together with such other
documents  and   instruments  as  may  be  required  to  effect  a  transfer  of
Exchangeable  Shares under the Act and the Articles of the  Corporation and such
additional  documents and  instruments as the Transfer Agent and the Corporation
may  reasonably  require.  Payment  of  the  total  Redemption  Price  for  such
Exchangeable Shares, together with payment of the Dividend Amount, shall be made
by  delivery  to each  holder,  at the  address  of the holder  recorded  in the
register of members of the  Corporation  or by holding for pick-up by the holder
at the  registered  office of the  Corporation  or at any office of the Transfer
Agent as may be specified by the  Corporation  in such notice,  on behalf of the
Corporation  of  certificates  representing  Parent  Common Shares (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, if applicable,  a cheque of the
Corporation  payable at par at any branch of the bankers of the  Corporation  in
payment of any  Dividend  Amounts,  in each case,  less any amounts  withheld on
account of tax required to be deducted and withheld therefrom.  On and after the
Redemption  Date, the holders of the  Exchangeable  Shares called for redemption
shall cease to be holders of such Exchangeable  Shares and shall not be entitled
to  exercise  any of the rights of holders  in respect  thereof,  other than the
right to receive their  proportionate part of the total Redemption Price and any
Dividend  Amount,  unless payment of the total Redemption Price and any Dividend
Amount for such  Exchangeable  Shares  shall not be made upon  presentation  and
surrender of certificates in accordance with the foregoing provisions,  in which
case  the  rights  of the  holders  shall  remain  unaffected  until  the  total
Redemption  Price and any  Dividend  Amount  shall  have been paid in the manner
hereinbefore  provided.  The Corporation  shall have the right at any time after
the  sending of notice of its  intention  to redeem the  Exchangeable  Shares as
aforesaid to deposit or cause to


<PAGE>


                                                                              16

be deposited the total  Redemption Price for and the full amount of the Dividend
Amount on (except as otherwise  provided in this  Section 7.3) the  Exchangeable
Shares so called  for  redemption,  or of such of the said  Exchangeable  Shares
represented  by  certificates  that  have not at the date of such  deposit  been
surrendered  by the holders  thereof in connection  with such  redemption,  in a
custodial  account with any chartered bank or trust  Corporation in Canada named
in such  notice,  less any  amounts  withheld  on account of tax  required to be
deducted and withheld  therefrom.  Upon the later of such deposit being made and
the Redemption  Date, the  Exchangeable  Shares in respect  whereof such deposit
shall have been made shall be  redeemed  and the rights of the  holders  thereof
after such deposit or  Redemption  Date, as the case may be, shall be limited to
receiving  their  proportionate  part  of the  total  Redemption  Price  and the
Dividend Amount for such Exchangeable Shares so deposited,  against presentation
and surrender of the said certificates held by them, respectively, in accordance
with the  foregoing  provisions.  Upon  such  payment  or  deposit  of the total
Redemption Price and the full Dividend  Amount,  the holders of the Exchangeable
Shares shall  thereafter be considered and deemed for all purposes to be holders
of the Parent Common Shares delivered to them or the custodian on their behalf.


                                    ARTICLE 8

                            PURCHASE FOR CANCELLATION

8.1 Subject to applicable  law, the Corporation may at any time and from time to
time purchase for cancellation  all or any part of the outstanding  Exchangeable
Shares  at any  price by tender  to all the  holders  of record of  Exchangeable
Shares then outstanding or through the facilities of any stock exchange on which
the  Exchangeable  Shares  are  listed or quoted at any price per  share.  If in
response to an invitation  for tenders under the provisions of this Section 8.1,
more  Exchangeable  Shares are tendered at a price or prices  acceptable  to the
Corporation  than the  Corporation  is prepared to  purchase,  the  Exchangeable
Shares to be purchased by the Corporation shall be purchased as nearly as may be
pro rata according to the number of shares tendered by each holder who submits a
tender to the  Corporation,  provided that when shares are tendered at different
prices,  the pro rating  shall be effected  (disregarding  fractions)  only with
respect to the shares  tendered at the price at which more shares were  tendered
than the Corporation is prepared to purchase after the Corporation has purchased
all the shares tendered at lower prices. If part only of the Exchangeable Shares
represented by any  certificate  shall be purchased,  a new  certificate for the
balance of such shares shall be issued at the expense of the Corporation.




<PAGE>


                                                                              17

                                    ARTICLE 9
                                  VOTING RIGHTS

9.1 Except as required by applicable  law and by Article 10 hereof,  the holders
of the Exchangeable Shares shall not be entitled as such to receive notice of or
to attend any meeting of the  Shareholders  of the Corporation or to vote at any
such meeting.


                                   ARTICLE 10
                             AMENDMENT AND APPROVAL

10.1 The  rights,  privileges,  restrictions  and  conditions  attaching  to the
Exchangeable  Shares  may be added  to,  changed  or  removed  but only with the
approval  of the  holders  of  the  Exchangeable  Shares  given  as  hereinafter
specified.

10.2 Any  approval  given by the holders of the  Exchangeable  Shares to add to,
change or remove any right, privilege, restriction or condition attaching to the
Exchangeable Shares or any other matter requiring the approval or consent of the
holders of the  Exchangeable  Shares  shall be deemed to have been  sufficiently
given if it shall have been given in accordance with applicable law subject to a
minimum  requirement that such approval be evidenced by resolution passed by not
less  than  two-thirds  of the votes  cast on such  resolution  at a meeting  of
holders of  Exchangeable  Shares duly called and held at which the holders of at
least 10% of the  outstanding  Exchangeable  Shares at that time are  present or
represented  by proxy;  provided  that if at any such  meeting the holders of at
least 10% of the outstanding Exchangeable Shares at that time are not present or
represented  by proxy within  one-half  hour after the time  appointed  for such
meeting,  then the meeting  shall be  adjourned  to such date not less than five
days  thereafter and to such time and place as may be designated by the Chairman
of such meeting.  At such adjourned  meeting the holders of Exchangeable  Shares
present or  represented by proxy thereat may transact the business for which the
meeting was originally called and a resolution passed thereat by the affirmative
vote of not less than  two-thirds  of the votes cast on such  resolution at such
meeting  shall  constitute  the  approval  or  consent  of  the  holders  of the
Exchangeable Shares.


                                   ARTICLE 11
               ACTIONS BY THE CORPORATION UNDER SUPPORT AGREEMENT

11.1 The Corporation  will take all such actions and do all such things as shall
be necessary  or advisable to perform and comply with and to ensure  performance
and compliance by Parent and the Corporation  with all provisions of the Support
Agreement


<PAGE>


                                                                              18

applicable to Parent and the Corporation,  respectively,  in accordance with the
terms thereof including,  without limitation,  taking all such actions and doing
all such things as shall be  necessary  or  advisable  to enforce to the fullest
extent  possible  for the  direct  benefit  of the  Corporation  all  rights and
benefits in favour of the Corporation under or pursuant to such agreement.

11.2 The Corporation shall not propose, agree to or otherwise give effect to any
amendment to, or waiver or forgiveness  of its rights or  obligations  under the
Support Agreement without the approval of the holders of the Exchangeable Shares
given in accordance with Section 10.2 of these share  provisions other than such
amendments,  waivers and/or forgiveness as may be necessary or advisable for the
purposes of:

         (a)      adding to the covenants of the other parties to such agreement
                  for the  protection of the  Corporation  or the holders of the
                  Exchangeable Shares thereunder;

         (b)      making such provisions or modifications  not inconsistent with
                  such  agreement as may be necessary or desirable  with respect
                  to matters or questions arising  thereunder which, in the good
                  faith opinion of the Board of  Directors,  it may be expedient
                  to make,  provided that the Board of Directors shall be of the
                  good faith opinion, after consultation with counsel, that such
                  provisions  and  modifications  will not be prejudicial to the
                  interests of the holders of the Exchangeable Shares; or

         (c)      making such changes in or corrections to such agreement which,
                  on the advice of counsel to the Corporation,  are required for
                  the purpose of curing or correcting any ambiguity or defect or
                  inconsistent  provision  or  clerical  omission  or mistake or
                  manifest error contained  therein,  provided that the Board of
                  Directors   shall  be  of  the  good  faith   opinion,   after
                  consultation  with counsel,  that such changes or  corrections
                  will not be prejudicial to the interests of the holders of the
                  Exchangeable Shares.



<PAGE>


                                                                              19

                                   ARTICLE 12
                     LEGEND; CALL RIGHTS; WITHHOLDING RIGHTS

12.1 The certificates  evidencing the  Exchangeable  Shares held by Shareholders
who have  intervened to the Exchange and Voting  Agreement shall contain or have
affixed  thereto  a  legend  in form  and on  terms  approved  by the  Board  of
Directors,  with  respect  to the  Support  Agreement,  the Call  Rights and the
Exchange and Voting  Agreement  (including  the  provisions  with respect to the
voting rights, exchange right and automatic exchange thereunder).

12.2 The  Corporation,  Parent and the  Trustee  shall be entitled to deduct and
withhold from any dividend or consideration  otherwise  payable to any holder of
Exchangeable  Shares such amounts as the  Corporation,  Parent or the Trustee is
required or permitted to deduct and withhold  with respect to such payment under
the Income Tax Act (Canada),  the United States Internal Revenue Code of 1986 or
any provision of provincial,  state,  local or foreign tax law, in each case, as
amended. To the extent that amounts are so withheld, such withheld amounts shall
be  treated  for all  purposes  hereof as having  been paid to the holder 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 holder  exceeds  the cash  portion  of the
consideration  otherwise payable to the holder, the Corporation,  Parent and the
Trustee are hereby  authorized  to sell or otherwise  dispose of such portion of
the   consideration  as  is  necessary  to  provide   sufficient  funds  to  the
Corporation,  Parent or the Trustee,  as the case may be, to enable it to comply
with such deduction or withholding  requirement and the  Corporation,  Parent or
the Trustee shall notify the holder  thereof and remit any unapplied  balance of
the net proceeds of such sale.


                                   ARTICLE 13
                                     NOTICES

13.1 Any notice,  request or other  communication to be given to the Corporation
by a holder of  Exchangeable  Shares  shall be in writing and shall be valid and
effective  if given by mail  (postage  prepaid) or by telecopy or by delivery to
the registered  office of the  Corporation and addressed to the attention of the
President of the Corporation.  Any such notice,  request or other communication,
if given by mail, telecopy or delivery,  shall only be deemed to have been given
and received upon actual receipt thereof by the Corporation.



<PAGE>


                                                                              20

13.2 Any  presentation  and surrender by a holder of Exchangeable  Shares to the
Corporation or the Trustee of certificates  representing  Exchangeable Shares in
connection with the liquidation, dissolution or winding-up of the Corporation or
the retraction or redemption of Exchangeable  Shares shall be made by registered
mail  (postage  prepaid)  or  by  delivery  to  the  registered  office  of  the
Corporation  or to  such  office  of the  Trustee  as may  be  specified  by the
Corporation,  in each case,  addressed to the  attention of the President of the
Corporation.  Any such presentation and surrender of certificates  shall only be
deemed to have been made and to be effective upon actual receipt  thereof by the
Corporation  or the  Trustee,  as the case may be.  Any  such  presentation  and
surrender of  certificates  made by registered mail shall be at the sole risk of
the holder mailing the same.

13.3 Any  notice,  request  or other  communication  to be given to a holder  of
Exchangeable  Shares by or on behalf of the Corporation  shall be in writing and
shall be valid and effective if given by mail  (postage  prepaid) or by delivery
to the  address  of the  holder  recorded  in the  register  of  members  of the
Corporation  or, in the event of the  address  of any such  holder  not being so
recorded,  then at the last  known  address  of such  holder.  Any such  notice,
request or other  communication,  if given by mail, shall be deemed to have been
given and received on the third  Business Day following the date of mailing and,
if given by  delivery,  shall be deemed to have been given and  received  on the
date of delivery.  Accidental failure or omission to give any notice, request or
other  communication  to one or more  holders of  Exchangeable  Shares shall not
invalidate or otherwise  alter or affect any action or proceeding to be taken by
the Corporation pursuant thereto.



<PAGE>


                                                                              21


                                   SCHEDULE A
                         TO PROVISIONS ATTACHING TO THE
                               EXCHANGEABLE SHARES

                               RETRACTION REQUEST


To 3786137 Canada Inc. (the "Corporation") and Tece Inc. ("Tece")

This  notice is given  pursuant  to  Article  6 of the  provisions  (the  "Share
Provisions") attaching to the Exchangeable Shares of the Corporation represented
by this  certificate  and all  capitalized  words and  expressions  used in this
notice that are defined in the Share  Provisions  have the meanings  ascribed to
such words and expressions in such Share Provisions.

The undersigned  hereby notifies the Corporation that, subject to the Call Right
referred to below,  the undersigned  desires to have the  Corporation  redeem in
accordance with Article 6 of the Share Provisions:

                  all share(s) represented by this certificate; or

                                  share(s) only represented by this certificate.
---------------------------------

The undersigned hereby notifies the Company that the Retraction Date shall be
__________________

NOTE:  The  Retraction  Date must be a Business Day and must not be less than 10
Business  Days nor more than 15  Business  Days  after the date upon  which this
notice is received by the  Corporation.  If no such  Business  Day is  specified
above, the Retraction Date shall be deemed to be the 15th Business Day after the
date on which this notice is received by the Corporation.

The undersigned  acknowledges the overriding Call Right of Tece Inc. to purchase
all but not less than all the  Retracted  Shares from the  undersigned  and that
this notice is and shall be deemed to be a revocable offer by the undersigned to
sell the Retracted  Shares to Tece Inc. in accordance with the Call Right on the
Retraction Date for the Purchase Price and on the other terms and conditions set
out in Section 6.3 of the Share Provisions.  This Retraction  Request,  and this
offer to sell the Retracted Shares to Tece Inc., may be revoked and withdrawn by
the undersigned only by notice in writing given to the Corporation at any


<PAGE>


                                                                              22

time before the close of business on the Business Day immediately  preceding the
Retraction Date.

The  undersigned  acknowledges  that if, as a result of solvency  provisions  of
applicable  law, the Corporation is unable to redeem all Retracted  Shares,  the
undersigned  will be deemed to have exercised the Insolvency  Exchange Right (as
defined in the Exchange and Voting  Agreement) so as to require the  Corporation
to purchase the unredeemed Retracted Shares.

The undersigned  hereby represents and warrants to the Corporation and Tece Inc.
that the undersigned:

         / /      is

                  (select one)

         / /      is not

a  non-resident  of Canada for  purposes  of the Income  Tax Act  (Canada).  The
undersigned  acknowledges  that  in  the  absence  of  an  indication  that  the
undersigned is not a non-resident of Canada,  withholding on account of Canadian
tax may be made from amounts  payable to the  undersigned  on the  redemption or
purchase of the Retracted Shares.

The  undersigned  hereby  represents  and  warrants to the  Corporation  and Bio
Syntech  that  the  undersigned  has good  title  to,  and  owns,  the  share(s)
represented by this  certificate to be acquired by the Corporation or Tece Inc.,
as the case may be, free and clear of all liens, claims and encumbrances.

  ------       ------------------------               -----------------------
  (Date)       (Signature of Shareholder)              (Guarantee of Signature)


Please  check  box if the  securities  and  any  cheque(s)  resulting  from  the
retraction or purchase of the Retracted Shares are to be held for pick-up by the
shareholder  from the  trustee  under the  Exchange  and Voting  Agreement  (the
"Trustee"), failing which the securities and any cheque(s) will be mailed to the
last address of the shareholder as it appears on the register.

NOTE:  This panel must be completed  and this  certificate,  together  with such
additional  documents  as the Trustee may require,  must be  deposited  with the
Trustee.  The  securities  and any cheque(s)  resulting  from the  retraction or
purchase of the Retracted Shares will be


<PAGE>


                                                                              23


issued and  registered  in, and made payable to,  respectively,  the name of the
shareholder as it appears on the register of the  Corporation and the securities
and any cheque(s)  resulting from such  retraction or purchase will be delivered
to such  shareholder as indicated above,  unless the form appearing  immediately
below is duly completed.

THE SHARES OF COMMON STOCK OF TECE INC., A NEVADA  CORPORATION,  TO BE ISSUED IN
EXCHANGE FOR THE  EXCHANGEABLE  SHARES  REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE U.S.  SECURITIES ACT OF 1933, AS AMENDED,  AND MAY NOT
BE SOLD OR  OTHERWISE  TRANSFERRED  UNLESS A  COMPLIANCE  WITH THE  REGISTRATION
PROVISIONS OF SUCH ACT HAS BEEN MADE OR UNLESS AVAILABILITY OF AN EXEMPTION FROM
SUCH REGISTRATION  PROVISIONS HAS BEEN  ESTABLISHED,  OR UNLESS SOLD PURSUANT TO
RULE 144 UNDER THE SECURITIES ACT OF 1933.

Date:____________________


Name of Person in Whose Name Securities or Cheque(s)Are to be Registered, Issued
or Delivered:

                                   ______________________________

Street Address or P.O. Box:        ______________________________

Signature of Shareholder:          ______________________________

City, Province and Postal Code:    ______________________________

Signature Guaranteed by:           ______________________________



NOTE: If this Retraction  Request is for less than all of the shares represented
by this certificate,  a certificate  representing the remaining  share(s) of the
Corporation represented by this certificate will be issued and registered in the
name of the shareholder as it appears on the register of the Corporation, unless
the Share Transfer  Power on the share  certificate is duly completed in respect
of such share(s).