EXECUTION COPY

                           MATERIAL TRANSFER AGREEMENT

THIS MATERIAL TRANSFER AGREEMENT, is made as of this 27th day of July, 1999 (the
"Effective Date") by and between Reprogenesis,  Inc., 21 Erie Street, Cambridge,
MA  02139  ("Reprogenesis")  and  Biosyntech  Ltd.,  475 boul  Armand  Frappier,
Montreal (Laval) QC CANADA H7V4A7 ("Biosyntech").

1.       Background.  Reprogenesis  has developed and produced  certain Material
         (defined   below).   Biosyntech  has  developed  and  produced  certain
         Encapsulating Material (defined below). Reprogenesis and Biosyntech are
         intent  on  developing  a product  based on  Reprogenesis'  cells  (the
         "Material") and Biosyntech's gel (the "Encapsulating Material") for the
         Application (the "Product").  Reprogenesis will provide Biosyntech with
         a sample of its  Material  for the  optimization  of a  formulation  to
         ensure a cell  viability and tissue  regeneration  (Research as defined
         below).  Upon  completion of the Research,  Biosyntech will provide the
         results of the test to Reprogenesis on a confidential basis.

2.       Definitions.

         2.1.     "Application" means use of the Product for bulking and plastic
                  and reconstructive surgery applications.

         2.2      "Confidential  Information" includes,  without limitation, any
                  scientific,  technical, trade or business information given to
                  one party by the other which is treated by the party providing
                  such  information as confidential  or proprietary,  whether or
                  not   such   information   is   labeled   or   identified   as
                  "Confidential."

         2.3      "Confidential  Information" does not include information which
                  (a)  was  known  to the  receiving  party  at the  time it was
                  disclosed, other than by previous disclosure by the disclosing
                  party,  as  evidenced  by  written  records  at  the  time  of
                  disclosure;  (b) is at the time of disclosure or later becomes
                  publicly known under circumstances involving no breach of this
                  Agreement, (c) is lawfully and in good faith made available to
                  the  receiving  party by a third  party who did not  derive it
                  from the  disclosing  party and who imposes no  obligation  of
                  confidence on the receiving party.

         2.4      "Developments" include,  without limitation,  ideas, concepts,
                  discoveries,   inventions,   developments,   know-how,   trade
                  secrets,     techniques,     methodologies,     modifications,
                  innovations,  improvements,  writings, documentation, data and
                  rights (whether or not protectible  under state,  federal,  or
                  foreign  patent,  trademark,  copyright or similar  laws) that
                  incorporate  the Material,  that could not have been developed
                  without the use of the  Material,  or that  require the use of
                  the  Material,  that  are  conceived,   discovered,  invented,
                  developed, created, made or reduced to practice by Biosyntech,


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                  alone or jointly with others, during the terms of the Research
                  or thereafter and which relate to the Application,  other than
                  the Product.

         2.5      "Encapsulating  Material" means Biosyntech's polymer based gel
                  and   any   progeny   and   unmodified   derivatives   of  the
                  Encapsulating Material.

         2.6      "Material"   means  the  material  to  be   transferred   from
                  Reprogenesis  to Biosyntech,  as described in Section 11 below
                  together  with any refills of the Material and any progeny and
                  unmodified  derivatives  of the Material  (including,  without
                  limitation,   expression  products,  subclones,  sub-units  or
                  fractionations).

         2.7      "Other  Available   Material"  means  cultures  of  human  and
                  non-human  chondrocytes  cells,  of auricular or other origin,
                  available from third parties.

         2.8      "Research"  means  Biosyntech's   research,  as  described  in
                  Section 11 below attached to this Agreement.

         2.9      "Product" is defined as a cell/gel composition  comprising the
                  Material and the Encapsulating Material.

         2.10     "Biosyntech Product Intellectual  Property" includes,  without
                  limitation,   ideas   concepts,    discoveries,    inventions,
                  developments,    know-how,    trade    secrets,    techniques,
                  methodologies,   modifications,   innovations,   improvements,
                  writings,  documentation,  data  and  rights  (whether  or not
                  protectible   under  state,   federal,   or  foreign   patent,
                  trademark,  copyright or similar  laws) that  incorporate  the
                  Material,  that could not have been developed  without the use
                  of the Material, or that require the use of the Material, that
                  are conceived,  invented,  developed, created, made or reduced
                  to practice by Biosyntech,  during the term of the Research or
                  thereafter and which relate to a Product.

         2.11     "Joint  Product  Intellectual   Property"  includes,   without
                  limitation,   ideas,   concepts,   discoveries,    inventions,
                  developments,    know-how,    trade    secrets,    techniques,
                  methodologies,   modifications,   innovations,   improvements,
                  writings,  documentation,  data  and  rights  (whether  or not
                  protectible   under  state,   federal,   or  foreign   patent,
                  trademark,  copyright or similar  laws) that  incorporate  the
                  Material,  that could not have been developed  without the use
                  of the Material, or that require the use of the Material, that
                  are conceived,  discovered, invented, developed, created, made
                  or reduced to practice by  Biosyntech,  jointly with employees
                  of, or  consultants  to  Reprogenesis,  during the term of the
                  Research or thereafter and which relate to a Product.

         2.12.    "Background Rights" includes  intellectual  property and other
                  rights  each  party  has prior to the  effective  date of this
                  Agreement.


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3.       Delivery of Material.

         3.1.     Initial Sample.  Reprogenesis will use commercially reasonable
                  efforts to provide  Biosyntech with the Material  described in
                  Section 11 below.

4.       Use of Material.  Biosyntech  will use the Material  only in connection
         with the research outlined in Section 11.

5.       Acknowledgment; No Warranty; Indemnification.

         5.1.     Acknowledgment.  Biosyntech  acknowledges that the Material is
                  experimental  and will  comply  with all laws and  regulations
                  applicable to its handling and use.

         5.2.     No Warranty.  THE MATERIAL IS PROVIDED TO  BIOSYNTECH  WITHOUT
                  WARRANTY,  EXPRESS  OR  IMPLIED,  INCLUDING  ANY  WARRANTY  OF
                  MERCHANTABILITY  OR  FITNESS  FOR A  PARTICULAR  PURPOSE,  AND
                  REPROGENESIS MAKES NO REPRESENTATION  THAT BIOSYNTECH'S USE OF
                  THE MATERIAL WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY
                  RIGHT OF ANY THIRD PARTY.

         5.3      Indemnification.  To the  extent  allowable  under  applicable
                  laws,  Biosyntech  agrees to indemnify  and hold  Reprogenesis
                  harmless  from any claims and  liabilities  which  might arise
                  from  Biosyntech's  use  of the  Material,  except  for  those
                  arising from the gross  negligence  or willful  misconduct  of
                  Reprogenesis.

6.       Ownership and Grant of Rights to Reprogenesis.

         6.1.     Material.  Reprogenesis has developed techniques and processes
                  to efficiently  produce the Material over a substantial period
                  of time at  substantial  expense,  and  these  techniques  and
                  processes are of great importance to  Reprogenesis'  business.
                  Biosyntech  acknowledges  that Reprogenesis is and will at all
                  times  remain the owner of the  Material,  and all  Background
                  Rights relating thereto. Reprogenesis nonetheless acknowledges
                  the  existence  of Other  Available  Material  obtained  using
                  techniques and processes that may vary from its own.

         6.2      Exceptions. The rights, obligations and immunities provided by
                  sections  6.3  to  6.4  do  not  apply  to  ideas,   concepts,
                  discoveries, inventions, developments, knowhow, trade secrets,
                  techniques,   methodologies,    modifications,    innovations,
                  improvements,   writings,   documentation,   data  and  rights
                  (whether or not protectible under state,  federal,  or foreign
                  patent,  trademark,   copyright  or  similar  laws)  that  (a)
                  incorporate  or are  developed  solely  using Other  Available
                  Material,  (b) were  developed  independently  without  having
                  resort  to  the  Material,  the  Confidential  Information  of
                  Reprogenesis  or the results of the Research,  and (c) if less
                  than two (2) years expired


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                  from the termination or expiration of this  Agreement,  relate
                  to applications other than the Application.

         6.3      License for  Commercialization  of Product  and  Developments.
                  Biosyntech  hereby grants  Reprogenesis  a first and exclusive
                  option to  negotiate  a  commercialization  license  under the
                  Biosyntech Product Intellectual Property,  Biosyntech's rights
                  in  Joint  Product  Intellectual   Property  and  Intellectual
                  Property  directed to  Developments  to make,  have made, use,
                  sell,  distribute or otherwise  commercialize  the Product and
                  any  Developments,  but only in  respect  of the  Application.
                  Reprogenesis  may exercise  this option in writing at any time
                  within  one  hundred  and twenty  (120) days after  receipt of
                  notice  from   Biosyntech   disclosing   the  Product  or  any
                  Development. Upon exercise of this option by Reprogenesis, the
                  parties agree to negotiate in good faith to reach agreement on
                  terms reasonably  acceptable to both parties for an exclusive,
                  worldwide  license  to  all  commercialization  rights  in the
                  Product and/or any Development for the Application. Such terms
                  shall include the provision for payment by  Reprogenesis  of a
                  reasonable  royalty as objectively  determined by reference to
                  agreements of similar or analogous  import and further  taking
                  into  account  the  respective  parties'  contribution  to the
                  Product   and  any   Developments   and  the   value   of  the
                  Encapsulating  Material. If the parties do not reach agreement
                  on such license terms within one hundred and twenty (120) days
                  of receipt of the  Reprogenesis  notice of intent to  exercise
                  the option  (which  period may be  extended  by  agreement  in
                  writing),  or if Reprogenesis  does not exercise its option in
                  the   original  one  hundred  and  twenty  (120)  day  period,
                  Biosyntech shall be free to offer licenses to third parties.

         6.4      Patent  Applications.  Biosyntech  shall promptly  disclose to
                  Reprogenesis  in writing any Biosyntech  Product  Intellectual
                  Property, Joint Product Intellectual Property or Developments.
                  Any patent applications considered necessary in the reasonable
                  legal and business  judgment of Biosyntech and Reprogenesis to
                  protect the parties proprietary  position in the jointly-owned
                  Development will be prepared and filed by Biosyntech,  jointly
                  in its and Reprogenesis'  names, with the expenses being borne
                  by Biosyntech. If Biosyntech elects not to file or maintain an
                  application  or patent in any country,  which  application  or
                  patent arises from the jointly-owned Developments,  Biosyntech
                  shall promptly notify  Reprogenesis,  and  Reprogenesis  shall
                  have  the  right to file or  maintain  these  applications  or
                  patents,  in its and  Biosyntech's  name, but at Reprogenesis'
                  expense.

7.       Confidentiality.

         7.1.     Nondisclosure of Confidential Information.  Except as provided
                  in Section 8 below,  neither party will directly or indirectly
                  publish,  disseminate or otherwise  disclose,  deliver or make
                  available  to  any  third  party  any  of  the  other  party's
                  Confidential  Information,  other than in  furtherance of this
                  Agreement. Either party may disclose


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                  Confidential  Information  to a  governmental  authority or by
                  order of a court of competent jurisdiction, provided that such
                  disclosure  is  subject  to  all  applicable  governmental  or
                  judicial protection available for like material and reasonable
                  advance notice is given to the disclosing party.

         7.2.     Protection.   Biosyntech   will   exercise  all   commercially
                  reasonable   precautions   to  protect   the   integrity   and
                  confidentiality  of the Material.  Biosyntech  will not remove
                  the Material from its premises except to the extent  necessary
                  to fulfill its obligations under this Agreement, and then only
                  with the prior written consent of Reprogenesis.

8.       Publication.

         8.1.     Right to  Publish;  Review  by  Reprogenesis.  Notwithstanding
                  Biosyntech's   confidentiality  obligations  under  Section  7
                  above,  Biosyntech will have the right to publish and disclose
                  the results of the  Research.  In order to balance  this right
                  with  Reprogenesis'  proprietary  interests,  Biosyntech  will
                  submit for  Reprogenesis'  review  manuscripts,  abstracts  or
                  presentations   intended  for   publication  or  other  public
                  disclosure  at  least  sixty  (60)  days  prior to the date of
                  submission   for   publication   or  of   public   disclosure.
                  Reprogenesis  will use  reasonable  efforts  to  complete  its
                  review promptly and will complete its review within sixty (60)
                  days of receipt of the submitted  documents.  Reprogenesis may
                  request  that   Biosyntech   delete  from  its  documents  any
                  reference to Reprogenesis'  Confidential  Information.  At the
                  end of this sixty (60) day  period,  Biosyntech  will have the
                  right to publish  the  documents,  as amended by  Reprogenesis
                  solely to delete any reference to  Reprogenesis'  Confidential
                  Information and subject to Reprogenesis'  rights under Section
                  8.2 below.

         8.2.     Opportunity to File Patent Applications.  If, during its sixty
                  (60) day review period,  Reprogenesis notifies Biosyntech that
                  it desires patent applications to be filed on any Developments
                  relating to the  Applications  disclosed  or  contained in the
                  documents,   Biosyntech   will  defer   publication  or  other
                  disclosure  for a period,  not to exceed ninety (90) days from
                  the date of submission to  Reprogenesis,  sufficient to permit
                  the filing of any desired patent applications.

9.       Termination.

         9.1.     Termination  for  Cause.   Either  party  may  terminate  this
                  Agreement  for cause at any time upon  thirty  (30) days prior
                  written notice to the other parties.  "Cause" means a material
                  breach by the other party of this Agreement where such breach,
                  if  curable,  is not  remedied  to the  non-breaching  party's
                  reasonable satisfaction within such thirty (30) day period.



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         9.2.     Termination  by Either Party Without  Cause.  Either party may
                  terminate  this  Agreement at any time without  cause upon not
                  less than sixty (60) days  prior  written  notice to the other
                  parties.

         9.3.     Effect of  Termination  or  Expiration.  Upon  termination  or
                  expiration of this Agreement for any reason  Biosyntech  shall
                  return    immediately   to   Reprogenesis   its   Confidential
                  Information and copies thereof, and any and all unused samples
                  of the  Material,  and all of  Biosyntech's  rights to use the
                  Material  shall  cease.  Biosyntech  shall  also  destroy  all
                  samples   of  the   Product  in  its   possession.   Following
                  termination  or  expiration,  neither  party  shall  have  any
                  further obligations under this Agreement,  except that Section
                  5 through 10 shall survive.

10.      Miscellaneous.

         10.1.    Notice.  All  communications and notices from one party to the
                  others will be in writing and will be given by addressing  the
                  same to the other at the address or facsimile number set forth
                  in this  Agreement,  or at such  other  address  or  facsimile
                  number  as  either  may  specify  in  writing  to  the  other.
                  Communications  and  notices  to  Reprogenesis  will be marked
                  "Attention:  External  Research  Department." All notices will
                  become  effective  when  deposited  in the  United  States  or
                  Canadian Mail with proper  postage for first class  registered
                  or certified mail prepaid,  return receipt requested,  or when
                  delivered  personally,  or, if promptly  confirmed  by mail as
                  provided above, when dispatched by facsimile.

         10.2.    Assignment.  This  Agreement,  and the rights and  obligations
                  hereunder,  may not be  assigned or  transferred  by any party
                  without the prior written consent of the other parties, except
                  that  Reprogenesis  may assign this Agreement to an affiliated
                  company or in  connection  with the merger,  consolidation  or
                  sale of all or substantially all of its assets.

         10.3.    Entire  Agreement.   This  Agreement  constitutes  the  entire
                  agreement of the parties with regard to its subject matter and
                  supersedes  all  previous  written  or  oral  representations,
                  agreements  and   understandings   between   Reprogenesis  and
                  Biosyntech.

         10.4.    No  Modifications.  This  Agreement  may be changed  only by a
                  writing signed by the parties.

         10.5.    Severability.  In  the  event  that  any  one or  more  of the
                  provisions  contained in this Agreement shall, for any reason,
                  be  held  to be  invalid,  illegal  or  unenforceable  in  any
                  respect, such invalidity, illegality or unenforceability shall
                  not affect any other  provisions  of this  Agreement,  and all
                  other provisions shall remain in full force and effect. If any
                  of the  provisions of this Agreement is held to be excessively
                  broad, it


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                  shall be reformed and construed by limiting and reducing it so
                  as to be enforceable to the maximum extent permitted by law.

         10.6.    Applicable  Law. This Agreement will in all events and for all
                  purposes be governed by, and construed in accordance with, the
                  law of The Commonwealth of Massachusetts without regard to any
                  choice of law principle that would dictate the  application of
                  the law of another jurisdiction.

11.      Definition  of Material to be Supplied  to  Biosyntech  and  Biosyntech
         Research.  The  material to be supplied to the  Biosyntech  consists of
         Reprogenesis',  cultures  of  human  and  non-human  auricular  derived
         chondrocyte  cells.  Biosyntech is to conduct  preliminary  research to
         determine  whether the  Material  and the  Encapsulating  Material  may
         appropriately  be  combined  for  use in the  Application  and  for the
         optimization  of a  formulation  to ensure a cell  viability and tissue
         regeneration.  Cultures  of human and  non-human  derived  chondrocytes
         shall  only  be  used  in  in  vitro  experiments  by  the  Biosyntech.
         Biosyntech  shall  not use any of  Reprogenesis'  materials  in in vivo
         experiments.

12.      Signature Page.

         Biosyntech:

         Francois Binette, PhD
         Vice President, R&D
         Biosyntech, LTD
         475, boul Armanda Frappier
         Montreal (Laval) QC
         CANADA H7V4A7

         /s/ Francois Binette, PhD                            7/27/99
         --------------------------------                 ----------------------
         Signature                                            Date

         Reprogenesis:

         Dan Ousted, Eng. CD
         President and CEO
         Reprogenesis, Inc.
         21 Erie Street
         Cambridge, MA 02139

         /s/ Dan Ousted, Eng. CD                              7/22/99
         ------------------------------------             ----------------------
         Signature


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