Page 1

              AMENDED AND RESTATED TECHNOLOGY ASSIGNMENT AGREEMENT
                      EXECUTED THIS 15th DAY OF MARCH 2000


BETWEEN:                              POLYVALOR LIMITED PARTNERSHIP,  having its
                                      head office at 3744 Jean Brillant  Street,
                                      Suite  6332,  in  the  City  of  Montreal,
                                      Province of Quebec, H3T 1P1, herein acting
                                      and  represented  by POLYVALOR  INC.,  its
                                      general  partner,  itself  represented and
                                      acting   by   Denis   N.   Beaudry,   duly
                                      authorized as he so declares;

                                      (hereiafter "Polyvalor")

AND:                                  BIO   SYNTECH    Canada   INC.,   a   duly
                                      incorporated  legal person having its head
                                      office at 475, Armand-Frappier  Boulevard,
                                      in the City of Laval,  Province of Quebec,
                                      H7V 4B3,  herein acting and represented by
                                      Amine  Selmani,  duly  authorized as he so
                                      declares;

                                      (hereinafter "Canada")

AND:                                  BIOSYNTECH   INC.   (formerly  Dream  Team
                                      International  , a corporation  subsisting
                                      under  the laws of the  State  of  Nevada.
                                      herein  acting  and  represented  by Amine
                                      Selmani,   duly   authorized,   as  he  so
                                      declares;

                                      (hereinafter "BioSyntech Inc.")

================================================================================


WHEREAS  on October  3rd 1997,  "La  Corporation  de  l'Ecole  Polytechnique  de
Montreal"   (hereinafter   "Polytechnique")   and  Amine  Selmani   (hereinafter
"Selmani"),  acting for and on behalf of a corporation to be constituted,  which
corporation  ultimately  became Bio Syntech Ltd.  (hereinafter  "Bio  Syntech"),
executed  a  Technology   Assignment  Agreement   (hereinafter  the  "Assignment
Agreement") in virtue of which  Polytechnique sold, assigned and transferred all
rights related to the Technologies,  as defined therein, to Bio Syntech, subject
to those terms and conditions more fully detailed therein;

WHEREAS  simultaneously  with and as further  consideration for the execution of
said  Assignment  Agreement,  Bio  Syntech  agreed to issue to  Polytechnique  a
predetermined  number  of  shares  of its  share  capital,  the  whole  as  more
specifically  provided in the Unanimous  Shareholders'  Agreement
<PAGE>
                                                                          Page 2


of Bio Syntech  executed between  Polytechnique  and Selmani on October 3rd 1997
(hereinafter the "Shareholders' Agreement");

WHEREAS on September 30th 1999, Polyvalor, in its capacity as assignee of all of
Polytechnique's  rights and obligations  under the Assignment  Agreement and the
Shareholders  Agreement,  and Bio Syntech executed a new agreement to modify the
terms of the Assignment Agreement and the Shareholders Agreement;

WHEREAS  on  February  29th  2000,  Canada  was  created  as  a  result  of  the
amalgamation of Bio Syntech and 9083-5661 Quebec Inc.;

WHEREAS as a result of said amalgamation,  Canada became vested with all rights,
title and interest of Bio Syntech, including those rights, title and interest in
and to the Technology existing in virtue of the Assignment Agreement;

WHEREAS  BioSyntech Inc. owns all of the issued and outstanding common shares of
Canada;

WHEREAS in light of the foregoing,  and for purposes of clarity, it is necessary
to amend and restate the parties'  respective  obligations  and rights  existing
under the Assignment Agreement and the Shareholders Agreement;

NOW THEREFORE,  IN CONSIDERATION  OF THE MUTUAL  COVENANTS  CONTAINED HEREIN AND
OTHER GOOD AND VALUABLE CONSIDERATION,  THE RECEIPT AND SUFFICIENCY OF WHICH ARE
HEREBY ACKNOWLEDGED, THE PARTIES HAVE AGREED AS FOLLOWS:

1.          DEFINITIONS

            1.1.  "Technical  Data" includes all technical and scientific  data,
                  including know-how, concepts, ideas, inventions,  discoveries,
                  results,  graphics,  plans,  drawings,  reports,  experiments,
                  practices,   methods,   recipes,   formulations,    molecules,
                  algorithms,    software    (including    source    codes   and
                  documentation),   data  banks,  material,  equipment,  models,
                  prototypes or any part thereof  created,  produced or realised
                  in the  course  of the  research  executed  by any  one of the
                  researchers  having  contributed  to  the  development  of the
                  Technology,  in  whatever  form said data may take and whether
                  same is or is not patentable or copyrightable;

            1.2.  "Intellectual  Property"  includes all patentable  inventions,
                  patent   applications,   copyrights  and  industrial   designs
                  pertaining to the Technology,  as well as the right to request
                  the protection  with respect  thereto,  but excluding any part
                  thereof  which is of the  public  domain or which  belongs  to
                  third parties.

            1.3.  "Technology"  means the technologies  detailed in Schedule "A"
                  hereof.


<PAGE>
                                                                          Page 3

2.            ASSIGNMENT OF THE TECHNOLOGY

            2.1.  Subject to the terms and conditions hereof, Polyvalor by these
                  presents does hereby  acknowledge that  Polytechnique has sold
                  assigned and transferred unto Canada its entire rights,  title
                  and  interests  in  and  to  theTechnology,  and in and to the
                  related Intellectual  Property and Technical Data (hereinafter
                  the "Assignment").

            2.2.  Without  limiting the  generality  of the  foregoing,  for the
                  duration of the Term, as defined hereinbelow,  and for nominal
                  consideration,  Polyvalor  agrees and  undertakes to assign to
                  Canada any and all of its rights,  title and  interests in and
                  to the Intellectual Property which may be developed jointly in
                  application of the present  agreement and any other  agreement
                  to be  executed  by Canada with  Polytechnique.  Canada  shall
                  however have to grant equitable compensation to any researcher
                  who may hold rights to the Intellectual Property so developed.


3.          CONSIDERATION

            3.1.  In  consideration   of  the  Assignment,   Canada  agrees  and
                  undertakes  to pay to  Polyvalor a five per cent (5 %) royalty
                  calculated  on the gross sales of Canada,  including all gross
                  sales of all products and services,  sold or offered, by or on
                  behalf of Canada (hereinafter the "Royalties"), said Royalties
                  to be payable  up to a  cumulative  maximum  of three  million
                  canadian  dollars  (CDN$3,000,000).  Subject  to  section  3.2
                  hereof,  any  sums so  payable  shall  be  paid  to  Polyvalor
                  quarterly  and  shall  be  adjusted  annually  in light of the
                  latest financial statements of Canada.

            3.2.  Polyvalor agrees and  acknowledges  that Canada shall have the
                  right to prepay the total  cumultative  maximum  amount of the
                  Royalties  to  Polyvalor  at  any  time  whatsoever,   without
                  penalty,  subject however to the concurrent payment of (i) any
                  outstanding  interests  accrued on any part of said  amount in
                  accordance with section 7.4 hereof and (ii) any of Polyvalor's
                  outstanding expenses provided for under section 7.3 hereof, if
                  any.

            3.3.  Polyvalor  acknowledges  and agrees  that upon  receipt of the
                  total  cumulative  maximum  amount  of the  Royalties  and all
                  related  interests  and  expenses,  if any, from Canada in the
                  manner provided  hereinabove (herein, the "Term"), it shall be
                  immediately and irrevocably  foreclosed from exercizing any of
                  its   rights   hereunder   regarding   the   Technology,   the
                  Intellectual Property and the Technical Data.

            3.4.  As  further  consideration  for the  Assignment,  Bio  Syntech
                  declares that it has issued a total of one million seventy-two
                  thousand  (1,072,000) Class "A" shares of its capital stock to

<PAGE>
                                                                          Page 4

                  Polyvalor, which share issuance was effected on September 30th
                  1999;

            3.5.  BioSyntech Inc. and Canada further  acknowledge  that pursuant
                  to the merger of Bio  Syntech  with  9083-5661  Quebec Inc. on
                  February  29th  2000,   Polyvalor's   aforesaid   shares  were
                  converted into 1,072,000  exchangeable,  non-voting  shares of
                  Canada's  capital stock,  which shares may be exchanged,  on a
                  one for one basis, into 1,072,000 shares of BioSyntech Inc.


4.          REPRESENTATIONS AND WARRANTIES OF POLYVALOR

            4.1.  Polyvalor hereby represents and warrants to Canada that:

                  4.1.1.   it is a limited  partnership duly organized,  validly
                           existing and in good  standing  under the laws of the
                           Province of Quebec and the laws of Canada  applicable
                           thereto;

                  4.1.2.   on   the   date   of   the   Assignment    Agreement,
                           Polytechnique  was  the  sole  owner  of all  rights,
                           title,  property,  benefit and interest in and to the
                           Technology  and that  Polyvalor has every legal right
                           to enter into this agreement and to perform the terms
                           and  conditions  hereof or its parts to be performed,
                           free of any encumbrance whatsoever;

                  4.1.3.   it has  assigned to Bio Syntech  good and valid title
                           to the  Technology,  free  and  clear  of any  liens,
                           hypothecs or other charges of any nature whatsoever;

                  4.1.4.   it  has  not  entered   into  any   relationship   or
                           agreement,  written or oral,  expressed  or  implied,
                           inconsistent  with  the  provisions  of  the  present
                           agreement;

                  4.1.5.   the present agreement, further to its execution, will
                           constitute a valid, executable and binding obligation
                           of Polyvalor;

                  4.1.6.   it has  not  received  any  notice  nor  does it have
                           knowledge that the  Technology,  as assigned  herein,
                           will  constitute  an  infringement  of  any  patents,
                           patent  applications or any other proprietary  rights
                           owned by any third party regarding the Technology.

            4.2.  Polyvalor makes no representations and offers no warranties as
                  to the state of  completion  of the  Technology  and as to the
                  success of the commercialization of the Technology.


5.          REPRESENTATIONS AND WARRANTIES OF CANADA

            5.1.  Canada hereby represents and warrants to Polyvalor that:


<PAGE>
                                                                          Page 5

                  5.1.1.   it is a corporation duly organized,  validly existing
                           and in good  standing  under the laws of the Province
                           of Quebec and the laws of Canada applicable thereto;

                  5.1.2.   it has every legal right to enter into the  agreement
                           and to perform the terms and conditions hereof or its
                           parts  to  be  performed,  free  of  any  encumbrance
                           whatsoever;

                           the present agreement, further to its execution, will
                           constitute a valid, executable and binding obligation
                           of Canada.


6.          OBLIGATIONS OF CANADA

            6.1.  For the duration of the Term, Canada agrees and undertakes to:

                  6.1.1.   make the  Technology  evolve,  and to use prudent and
                           diligent care in doing so;

                  6.1.2.   protect  the   Technology,   including   by  patents,
                           copyrights  or other  means,  and to use  prudent and
                           diligent care in doing so;

                  6.1.3.   diligently  notify Polyvalor of its intention (i) not
                           to maintain any of the Intellectual Property in force
                           or (ii) not to protect by patents or  copyrights  any
                           additions or  improvements  to the Technology and any
                           derivative technology;

                  6.1.4.   allow  Polyvalor  access  to the  Technology  and the
                           derivative  technology  as well as any  additions  or
                           improvements   thereon   when   Polyvalor   deems  it
                           necessary for the purpose of research and training;

                  6.1.5.   obtain,  from the representative of Polyvalor elected
                           to the  board  of  directors  of  Canada,  the  prior
                           written  approval  of  Polyvalor  before   assigning,
                           transferring,   selling,   granting   a  license   or
                           sub-license, in whole or in part, with respect to the
                           Technology,  derivative  technology and any additions
                           or improvements thereof;

                  6.1.6.   provide  Polyvalor or any  designated  representative
                           thereof, all information concerning Canada's business
                           whichPolyvalor may reasonably request.


7.          ROYALTIES AND ACCOUNTING

            7.1.  Polyvalor or any  designated  representative  thereof shall be
                  allowed to have  access to,  consult and receive a copy of any
                  reports, registries or any other accounting records pertaining
                  to the sales of Canada.  More  specifically,  without limiting
                  the generality of the foregoing,  Canada shall be obligated to
                  furnish to Polyvalor,  through its own  independent  auditors,
                  annual audited financial statements as well as quarterly sales
                  reports,  within thirty
<PAGE>

                  (30) days of the termination of each said quarter.

            7.2.  Any sums  payable to  Polyvalor  by Canada shall be payable in
                  Canadian  dollars.  In the event  that any sales  effected  by
                  Canada  are paid in foreign  currency,  the  parties  agree to
                  apply  the  exchange  rate on  said  foreign  currency  at the
                  ongoing  rate  at the  date of  payment  of the  Royalties  by
                  Canada. In the event that any payment of Royalties is not paid
                  by  Canada at their due  date,  the  exchange  rate to be then
                  applied  to any such late  payment of  Royalties  shall be the
                  most favorable exchange rate for Polyvalor  determined between
                  the due date and the effective date of payment by Canada.

            7.3.  Canada  shall  keep   complete   and  thorough   documentation
                  pertaining   to  the   Technology  as  well  as  its  business
                  operations.  Upon a minimum  prior  notice of five (5) days to
                  Canada,  Polyvalor or any designated  representative  thereof,
                  shall be allowed,  for the  duration of the present  agreement
                  and at its own  costs,  to have  access to,  inspect  and make
                  copies of said documentation  during normal work hours. Canada
                  shall  diligently   provide,  on  Polyvalor's   request,   any
                  additional  pertinent  documentation  for the  purpose  of the
                  aforesaid  inspection.  In  the  event  that  said  inspection
                  reveals  an error in excess of three  percent (3 %) in regards
                  to the sums paid to Polyvalor  by Canada as Royalties  and the
                  sums actually due, any reasonable  costs incurred by Polyvalor
                  for the execution of the inspection shall be borne by Canada.

            7.4.  Any  Royalties  remaining  unpaid and due beyond the date same
                  were payable shall bear interest at the rate of twelve percent
                  (12%) per annum.  The interest accrued on said sums shall bear
                  interest itself at the same rate.


8.          SPECIAL PROVISIONS

            8.1.  Unless required by law (including any requirements to disclose
                  information publicly stemming from Inc's status as a reporting
                  issuer under U.S. Securities Laws), Canada shall be prohibited
                  from using,  referring to,  naming or otherwise  employing the
                  name  "Polytechnique"  and any other  name and  trade  name of
                  Polytechnique  or  Polyvalor  in  any  document,  publication,
                  publicity,  note or any other  form of  promotion  whatsoever,
                  directly or  indirectly,  without  Polyvalor's  prior  written
                  approval;

            8.2.  Subject to section 3.3.  hereof,  Canada  shall be  prohibited
                  from using the  Technology  for the  purpose of any  activity,
                  whether  commercial or otherwise,  which is contrary to public
                  order, including without limitation, activities susceptible of
                  creating controversies of an ethical nature.

            8.3.  BioSyntech Inc., in its capacity as sole shareholder of all of
                  the   issued   and   outstanding   common   shares  of  Canada
                  (hereinafter "Inc."), hereby agrees and undertakes to vote all
                  of its shares in Canada and to take all necessary or desirable
                  actions (including, without


<PAGE>
                                                                          Page 6

                  limitation,  attendance  at meetings in person or by proxy for
                  purposes  of  obtaining  a quorum  and  execution  of  written
                  consents in lieu of  meetings)  so that Amine  Selmani and one
                  representative that Polyvalor may designate from time to time,
                  be at all  times  proposed  as and  elected  or  reelected  as
                  directors  of  Canada,  the whole  under  reserve of the other
                  shareholders' rights to remove a director.

            8.4.  Polyvalor  acknowledges  and agrees  that upon  receipt of the
                  total amount of the Royalties  from Canada in accordance  with
                  the terms  hereof and further to its sale of one half (1/2) of
                  the one million seventy-two thousand (1,072,000) common shares
                  of the  capital  stock  of  BioSyntech  Inc.  that it shall be
                  entitled to hold further to the exchange of the  corresponding
                  number  of  exchangeable  shares  that it  presently  holds in
                  Canada,  ,  Polyvalor's  right to have one (1)  representative
                  elected or reelected to the Board of Directors of Canada shall
                  be annulled.


9.          DEFAULT

Polyvalor  shall be entitled to require the  immediate  payment of any Royalties
payable in accordance  with the present  agreement,  without any prior notice of
demand,  including any interests and costs  applicable  thereon,  and subject to
section 3.3 hereof, to execute,  at Canada's expense,  any obligation  incumbent
upon Canada in the event that the latter's  refuses  and/or  neglects to execute
same and to consider  resiliated the assignment of Technology effected in virtue
of the present agreement, upon the occurrence of the following defaults:

                  9.1.1.   any Royalties  payable in accordance with the present
                           agreement are not paid within  fifteen (15) days from
                           the date which said Royalties were due;

                  9.1.2.   Canada  allows the  Technology to  deteriorate  or to
                           diminish in value;

                  9.1.3.   Canada   encumbers  the  Technology  with  hypothecs,
                           charges or any other third party rights;

                  9.1.4.   Canada sells,  disposes of or assigns the Technology,
                           the   derivative   technology   or  any  addition  or
                           improvement   of   same   or   grants   licenses   or
                           sub-licenses  without the prior  written  approval of
                           Polyvalor;

                  9.1.5.   Canada  institutes  proceedings  seeking relief under
                           bankruptcy legislation or any similar law or consents
                           to entry of an order  for  relief  against  it in any
                           bankruptcy  or   insolvency   proceeding  or  similar
                           proceeding,  or file a petition  for or  consents  to
                           reorganization  or other relief under any  bankruptcy
                           legislation  or other similar law, or consents to the
                           filing against it of any petition for the appointment
                           of  a  receiver,  liquidator,  assignee,  trustee  or
                           sequestrator  with respect to any substantial part of
                           its  property,  or makes an  assignment or a proposal
                           for the benefit of creditors, or admits

<PAGE>
                                                                          Page 7

                           in writing to its  inability to pay its debts as they
                           become due, or take any action in  furtherance of the
                           foregoing;

                  9.1.6.   Canada  fails  and/or  neglects  to provide a release
                           against any  seizure  executed on its assets or fails
                           to obtain a release of any prior notices of execution
                           of hypothecary rights or any other third party rights
                           registered  against its assets or fails to remedy any
                           defaults   under   existing   hypothecs   or  charges
                           pertaining to its assets;

                  9.1.7.   Canada  changes  the  nature  of  its  activities  or
                           modifies  the purpose of the  Technology  without the
                           prior written consent of Polyvalor;

                  9.1.8.   Canada refuses and/or neglects to remit to Polyvalor,
                           within a delay of ninety (90) days of the termination
                           of  its  financial   year,   its  audited   financial
                           statements   and,   within  a  reasonable   delay  of
                           termination of each trimester of its financial  year,
                           all reports, registers and records which Polyvalor is
                           entitled to examine or obtain of in  accordance  with
                           the  present  agreement,  and  more  specifically  in
                           relation  to sales and  benefits  resulting  from the
                           Technology;

                  9.1.9.   Canada,  generally,  is in default of its obligations
                           as determined  in the present  agreement and fails to
                           remedy said default.

            9.2.  In the event  that the  present  agreement  is  terminated  in
                  accordance   with  the  foregoing   provisions,   the  parties
                  undertake to diligently sign and execute any and all documents
                  and to do such other acts as may  reasonably  be  required  or
                  deemed  useful  by  Polyvalor  to  permit  the  latter  to  be
                  registered as sole owner of the  Technology and any derivative
                  technology,  (including  the  Intellectual  Property  and  the
                  Technical  Data) and any  additions  or  improvements  of same
                  (including  all  intellectual   property  rights  and  related
                  technical data).


10.         NOTICE

            10.1. Any  notice,   demand  or  other  communication   required  or
                  permitted  to be given under this  agreement  shall be sent to
                  the other party by registered  mail receipt return  requested,
                  or by hand,  by  telecopier  or by bailiff,  at the  following
                  addresses:

            if to Polyvalor:

            POLYVALOR, LIMITED PARTNERSHIP.
            3744, Jean-Brillant Street, suite 6332
            6th floor, Montreal (Quebec) H3T 1P1

            Attention of Denis N. Beaudry
            -----------------------------
<PAGE>
                                                                          Page 9


            if to Canada:

            Bio Syntech CANADa INC.
            475, Armand-Frappier Boulevard
            Laval, Province of Quebec, H7V 4B3,

            Attention of Amine Selmani

            or to such other  address as either party may indicate in writing to
            the other party.


11.         MISCELLANEOUS

            11.1. The parties  undertake to execute and deliver  such  documents
                  and do such things as may be  necessary  or  advisable to give
                  full effect to this agreement.

            11.2. The present  agreement is not to be  interpreted as creating a
                  mandate between the parties.

            11.3. This  agreement  may not be  modified  or  amended  except  in
                  writing signed by the parties.

            11.4. If any  covenant,  obligation  or  agreement  hereunder or the
                  application of any part of this agreement to any person, party
                  or  circumstance   shall,   to  any  extent,   be  invalid  or
                  unenforceable,   the  remainder  of  this   agreement  or  the
                  application  of such  covenants,  agreements  or  obligations,
                  other  than   those  as  to  which  it  is  held   invalid  or
                  unenforceable,   shall  not  be  affected   thereby  and  each
                  covenant,  obligation and agreement  contained herein shall be
                  separately   valid  and  enforceable  to  the  fullest  extent
                  permitted by law.

            11.5. This agreement  shall be binding upon and enure to the benefit
                  and  advantage  of the  parties  hereto  and their  respective
                  executors, successors and assigns.

            11.6. This  agreement  shall  be  governed  by and  interpreted  and
                  enforced  in  accordance  with  the  laws of the  Province  of
                  Quebec, Canada.

            11.7. The preamble  and Schedule A attached  hereto form an integral
                  part hereof.

            11.8. No waiver by either of the  parties  of any  condition  or the
                  breach  of any  term,  covenant,  representation  or  warranty
                  contained in this agreement,  whether by conduct or otherwise,
                  in  any  one or  more  instances,  shall  be  deemed  to be or
                  construed  as a  further  or  continuing  waiver  of any  such
                  condition  or breach or as a waiver of any other  condition or
                  breach of any other term, covenant, representation or warranty
                  contained in this agreement.


<PAGE>
                                                                         Page 10

            11.9. This agreement  constitutes the entire  agreement  between the
                  parties  hereto with respect to the subject  matter hereof and
                  supersedes  and  replaces  the  provisions  of  any  agreement
                  heretofore   entered  into  by  them  with  respect   thereto,
                  including  the  Assignment   Agreement  and  the  Shareholders
                  Agreement.

            11.10.This  agreement  may be executed  in one or more  counterparts
                  each of which shall be deemed an original and  together  shall
                  constitute one and the same agreement.

            11.11.The  parties   hereto  state  their  express  wish  that  this
                  agreement as well as all  documentation  contemplated  hereby,
                  pertaining  hereto or to be executed in connexion  herewith be
                  drawn  up  in  English;   les  parties  expriment  leur  desir
                  explicite  a  l'effet  que  cette  entente  de meme  que  tous
                  documents  envisages par les  presentes,  y ayant trait ou qui
                  seront signes  relativement  aux presentes  soient  rediges en
                  anglais.

            11.12.Subject  to  the  terms  hereof,  all  rights,   remedies  and
                  recourses provided for herein shall be in addition and without
                  prejudice to the rights and remedies available to the parties.

            11.13.For the purpose of this agreement,  the parties elect domicile
                  in the Montreal judicial district.


            IN WITNESS  WHEREOF,  the parties have  executed  this  agreement in
Montreal on this day of March 2000.



POLYVALOR  LIMITED  PARTNERSHIP,                  BIO SYNTECH Canada INC.
acting and represented by
its general partner,
PolyvaLor Inc.


Per: /S/ Denis N. Beaudry                    Per: /s/ Amine Selmani
    ---------------------------                  -----------------------
        Denis N. Beaudry                             Amine Selmani


                                  INTERVENTIONS


I, the undersigned, AMINE SELMANI, businessman,  domiciled and residing at 2084,
Jessop  Street,  in the  City  and  District  of  Laval,  declare  having  taken
cognizance  of  the  present   agreement   executed  between  Polyvalor  Limited
Partnership  and Bio Syntech  Canada Inc. and do hereby agree with the terms and
provisions provided therein,  including,  without  limitation,  those provisions
pertaining to the election of directors of Bio Syntech Canada Inc.

<PAGE>
                                                                         Page 11

                         AND I HAVE SIGNED THIS 15TH DAY OF MARCH 2000.


                         ----------------------------------
                         AMINE SELMANI




I, the  undersigned,  Amine  Selmani,  in my capacity as President of BioSyntech
Inc., hereby declare having taken cognizance of the present  agreement  executed
between Polyvalor Limited  Partnership and Bio Syntech Canada Inc. and do hereby
agree  with the  terms  and  provisions  provided  therein,  including,  without
limitation,  those  provisions  pertaining  to the  election of directors of Bio
Syntech Canada Inc.


                         AND I HAVE SIGNED THIS     DAY OF MARCH 2000.


                         Per: /s/ Amine Selmani
                             ------------------------------
                         BIOSYNTECH INC.


                                      Per:
                                  AMINE SELMANI

<PAGE>
                                                                         Page 12


                                  SCHEDULE "A"

NOTE: The  Technology,  as defined in section 1.3 of this  agreement,  means the
technologies named herein.  Information regarding patents or patent applications
subsequent  to the  assignment  by  Polyvalor to Bio Syntech Ltd. on October 3rd
1997 is provided by Bio Syntech Canada Inc.  ("Canada")  for reference  purposes
only.



      Name of Technology                              Details

--------------------------------------------------------------------------------

Compositions, Encapsulating               -Written disclosure filed with the
Methods and Applications for              "Bureau de la recherche de
Artificial/Matrix Living Cells            Polytechnique" on December 20, 1996
Materials
                                          -Patent application filed in Canada
                                          (number CA 2,213,089) on August
                                          14,1997 under the name "Method of
                                          encapsulating living cellular
                                          material in an artificial matrix for
                                          culture or regeneration"


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Implantable porous ceramic materials      -Written disclosure filed with the
replication of organic templates          "Bureau de la recherche de
induces ceramic foam/network              Polytechnique" on December 20, 1996
materials with controlled
morphologies and microstructures

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Organic-inorganic materials for           -Written disclosure filed with the
organo-apatite, organo-calcium            "Bureau de la recherche de
phosphate, organo-calcium carbonate       Polytechnique" on December 20, 1996
and/or pure ceramic foams

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Artificial meniscus implant for           -Written disclosure filed with the
tissue reconstruction or regeneration     "Bureau de la recherche de
- orthopoedics, traumatology &            Polytechnique" on December 20, 1996
surgery

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A medical device for the diagnosis of     -Written disclosure filed with the
cartilage degeneration via spatial        "Bureau de la recherche de
mapping of compression-induced            Polytechnique" on December 20, 1996
electrical potentials                     -Patent application filed in the
                                          U.S.A. on February 7th 1997 (number
                                          08/796,299) -Patent in the U.S.A.
                                          (number 5,779,651) issued on July 14,
                                          1998 -Patent application filed in
                                          Canada (number CA 2,278,520) on
                                          February 6, 1998

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Method of preparation of polymer          -Patent application filed in the
microparticles free of organic            U.S.A. on October 24th 1996 (number
solvent traces                            08/736,421)
                                          -Patent in the U.S.A. (number
                                          5,858,531) issued on January 12, 1999

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Bulk formation of monolithic              -Developed by the researchers
polysaccharide-based hydrogels            Adbellatif Chenite, Cyril Chaput,
                                          Cristele Combes and Amine Selmani and
                                          originally assigned to Polytechnique
                                          July 3rd 1997 by same.
                                          -Patent application filed in Canada
                                          (number CA 2,219,399) on October 24,
                                          1997


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