MATERIAL TRANSFER AGREEMENT


This Material Transfer Agreement  (together with its Exhibits referred to herein
as the "Agreement") governs the transfer of certain substances from time to time
from   Biosyntech   Limited   having  its  place  of  business  at  475,   boul.
Armand-Frappier,  Laval,  QC Canada,  H7V 4B3 to BIOMET  Corporation  ("BIOMET")
Airport Industrial Park, P.O. Box 587, Warsaw, IN 46581-0587.

1.  Background.  BIOMET  desires to obtain samples of  Biosyntech's  proprietary
biomaterial  described  in  Exhibits  A (such  biomaterial,  together  with  its
progeny, derivatives or improvements is referred to herein as the "Biomaterial")
to  evaluate  the  Biomaterial's  suitability  in its  orthopaedic  applications
research, referred herin as "research" set forth in Exhibit A.

2. The  Biomaterial  and the research.  Biosyntech  will supply BIOMET with such
quantities of the Biomaterial as BIOMET may reasonably request and as Biosyntech
may  make  available,  in its  sole  discretion,  from  time to  time.  However,
Biosyntech  shall be under no obligation to supply any  Biomaterial  at any time
and may cancel the supply of  Biomaterial  at any time without  advance  notice.
BIOMET will use the  Biomaterial and any product or process derived from the use
of the  Biomaterial  solely in its  Research  set forth in Exhibits A and for no
other purpose.  The Research will be conducted  solely by BIOMET at its research
facilities  or by a third  party  contractor  at their  facilities.  None of the
Biomaterial  will be  transferred  or sold  to  third  parties  other  than  the
aforesaid  third  party  contractors.  BIOMET WILL NOT USE THE  BIOMATERIAL  FOR
TESTING  IN OR  TREATMENT  OF  HUMAN  SUBJECTS.  BIOMET  acknowledges  that  the
Biomaterial  is  experimental  and will  comply  with  all laws and  regulations
applicable to its handling and use. Any Biomaterial remaining upon completion of
the Research will be returned to Biosyntech.

3. In Vivo  Studies.  If  Biosyntech  or  BIOMET is using  the  Biomaterial  for
non-human in vivo studies, it will comply with all applicable federal, state and
local laws and regulations.

4. Inventions

In the course of evaluation of the Biomaterial's  suitability in its orthopaedic
applications  research,  inventions may be developed which may be patentable due
to  the  superior   characteristics  and  properties  of  Biosyntech's  product.
Therefore,  the parties shall jointly own inventions that are either made by the
parties' employees or consultants  jointly or inventions that are made solely by
Biomet's employees and consultants where the patentability of such inventions is
attributable in whole or in part to the use of Biosyntech's material.

At  Biosyntech's  request,  BIOMET  will  advise  and update  Biosyntech  on the
progress and results of the Research subject to Section 6.

5. No Licence. Biosyntech retains all rights and title in and to the Biomaterial
and all related  Biosyntech  intellectual  property  rights,  including  without
limitation,   any  patents,   patent  applications,   copyrights  and  copyright
applications,  subject to the limited  right of use granted to BIOMET  herein to
carry out the Research,  and retains the right to have any Biomaterial destroyed
and any Biomaterial  returned to Biosyntech or disposed of upon request.  BIOMET
understands  that no other  right or  license to the  Biomaterial  is granted or
implied as a result of  Biosyntech's  sending  the  Biomaterial  to it.  Nothing
contained in this Agreement shall restrict Biosyntech's right to disclose,  use,
sell,  assign,  transfer or distribute  the  Biomaterial to any other entity for
commercial or non-commercial purposes. BIOMET retains all right and title in and
to  the  Instruments  and  all  related  BIOMET  intellectual  property  rights,
including without limitation,  any patents, patent applications,  copyrights and
copyright  applications.  Nothing  contained in this  Agreement  shall  restrict
BIOMET's  right to


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disclose,  use, sell assign, transfer or distribute the Instruments to any other
entity for commercial or non commercial purposes.

6. Confidentiality.  Subject to Section 4.3 hereof, for a period of 5 years from
the date of this  Agreement,  neither party will disclose or publish the results
of the Research to third  parties  other than in  confidence  to its  directors,
officers,  employees,  consultants,  corporate  partners or potential  corporate
partners. With the exception of the results of the Research, any confidential or
proprietary  information  provided by  Biosyntech  to BIOMET shall be considered
Biosyntech's  Proprietary  Information  and for a period of five  years from the
date of disclosure of any Biosyntech Proprietary  Information hereunder,  BIOMET
agrees that it will hold in confidence and not disclose or make available to any
third party,  any Biosyntech  Proprietary  Information  disclosed to it by or on
behalf of Biosyntech,  will not use such Biosyntech Proprietary  Information for
any purpose other than as advised or directed by Biosyntech and will not exploit
such  Biosyntech  Proprietary  Information for its own benefit or the benefit of
another without the prior written  consent of Biosyntech.  With the exception of
the  results  of the  Research,  any  confidential  or  proprietary  information
provided  by  BIOMET  to  Biosyntech  shall  be  considered  BIOMET  Proprietary
Information and for a period of five years from the latest date of disclosure of
any BIOMET  Proprietary  Information  hereunder,  Biosyntech agrees that it will
hold in confidence  and not disclose or make  available to any third party,  any
BIOMET Proprietary  Information  disclosed to it by or on behalf of BIOMET, will
not use such  BIOMET  Proprietary  Information  for any  purpose  other  than as
advised or directed  by BIOMET,  and will not  exploit  such BIOMET  Proprietary
Information  for its own  benefit or the  benefit of another  without  the prior
written  consent  of  BIOMET.  Biosyntech  Proprietary  Information  and  BIOMET
Proprietary Information shall not include information which:

a) is known to the public at the time of disclosure by the  disclosing  party or
become so known through no wrongful act on the part of the receiving  party, but
only after it becomes so publicly known;

b) is in the  receiving  party's  possession  at the time of  disclosure  by the
disclosing party, as evidenced by written records;

c) becomes known to the receiving party through  disclosure by sources not under
an obligation to the disclosing party to maintain such information in confidence
as evidenced by written records;

d) is  independently  developed by or on behalf of the  receiving  party without
reference to or reliance on the Proprietary Information of the disclosing party,
as evidenced by written records.

7. NO WARRANTY. THE BIOMATERIAL IS PROVIDED TO BIOMETAS-IS AND WITHOUT WARRANTY,
EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY , TITLE OR FITNESS
FOR A PARTICULAR PURPOSE AND WITHOUT ANY REPRESENTATION OR WARRANTY THAT THE USE
OF THE BIOMATERIAL WILL NOT INFRINGE ANY PATENT, OR OTHER RIGHTS.

8.  Indemnification.  To the extent  permitted  under governing law, BIOMET will
indemnify and hold  Biosyntech  harmless from any claims or liability  resulting
from BIOMET's use, handling or storage of the Biomaterial except insofar as such
claims or liability result from Biosyntech's  negligence or wrongdoing,  subject
to Biosyntech providing prompt written notice of any such claim or liability and
BIOMET having the right to control the defence and/or  settlement of such claim;
and to the extent  Biosyntech  has been  negligent  or  engaged  in  wrongdoing,
Biosyntech  shall indemnify  BIOMET to the extent  permitted under governing law
subject to BIOMET providing prompt written notice of any


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such claim or liability and  Biosyntech  having the right to control the defence
and/or settlement of such claim.

9.  Termination.  Either party may terminate  this Agreement on thirty (30) days
prior written notice to the other party. Upon termination,  BIOMET shall destroy
any  Biomaterial,   shall  immediately   return  to  Biosyntech  all  Biosyntech
Proprietary  Information provided by Biosyntech,  and all Biomaterial and all of
BIOMET's right to use the Biomaterial shall end. Following termination,  neither
party  shall have any  further  obligation  under this  Agreement,  except  that
Section 5 through 10 shall survive termination.

10.  Modifications.  This Agreement supersedes all prior agreements,  written or
oral,  including the Confidential  Disclosure Agreement dated __________ between
Biosyntech and BIOMET  related to the subject matter of this Agreement  provided
that the obligations of confidentiality and non-use attaching to the Proprietary
Information disclosed under such Confidential Disclosure Agreement shall survive
its termination.  This Agreement may not be modified,  changed or discharged, in
whole or in part, except by an agreement in writing signed by the Biosyntech and
BIOMET.

11. Third Partie.  Biosyntech and BIOMET hereby represent that the acceptance of
the Biomaterial in accordance with, and the performance of all the terms of this
Agreement  do not and will not breach or conflict  with any other  agreement  or
arrangement to which Biosyntech or BIOMET is a party.

12.  Bailment.  It is the intent of the parties that the transfer of Biomaterial
to  BIOMET  be  considered  a  bailment,  and  shall  be  considered  neither  a
conditional  nor an  unconditional  sale. Any monies  transferred in conjunction
with the transfer  Biomaterial and information  shall be only to cover the costs
associated  with the  transfer,  and shall not  represent  consideration  for an
exchange of title thereto.

13. Miscellaneous.  This Agreement (a) may not be assigned or transferred by any
party  without  the prior  written  consent  of the  other  party,  except  that
Biosyntech  or BIOMET may assign this  Agreement to an  affiliated  BIOMET or in
connection with the merger, consolidation or sale of all or substantially all of
its assets and (b) shall be governed by and  construed  in  accordance  with the
laws of the Province of Quebec, Canada.



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IN WITNESS  WHEREOF,  Biosyntech  and BIOMET have caused  this  Agreement  to be
executed in their properly and duly authorized officers or representatives.



Biosyntech Limited

Name: /s/ Francois Binette
      --------------------
          Francois Binette

Title:   Vice-President Research and Development

Date: __________________________________

Biosyntech Limited
475, boul. Armand-Frappier
Laval (QC) H7V 4B3
Canada

Phone: (450) 686-2437
Facsimile: (450) 686-8952



BIOMET Corporation*

Name:  /s/
       -----------------------------

Title: _____________________________

Date: ______________________________

Airport Industrial Park
P.O. Box 587
Warsaw, IN 46581-0587
Phone: (219) 267-6639
Facsimile: (219) 268-2742