CONFIDENTIALITY AGREEMENT

         This  Agreement  is  entered  into  this  day  May  31,  1999,  between
Biosyntech  ("Biosyntech" or the "receiving party") located at 475, boul. Armand
Frappier,   Montreal  (Laval)  QC,  CANADA  H7V  4B3  and   Reprogenesis,   Inc.
("Reprogenesis"  or  the  "communicating  party")  located  at 21  Erie  Street,
Cambridge, MA 02139.

         WHEREAS,  Reprogenesis and Biosyntech, either directly or through their
agents, are engaged in discussions concerning  Reprogenesis' programs for use by
Reprogenesis  or its  affiliates  and  consultants,  or  both,  in its  business
operations,  potential business operations,  facility  management,  research and
manufacturing  or  production  (including  but  not  limited  to  new  products,
improvements  to  existing  products,   business  strategies,   processes,   and
accessories) of tissue engineered applications (hereinafter, the "Project"); and

         WHEREAS, during such discussions  Reprogenesis has communicated or will
communicate,  i.e.,  in  writing,  orally,  electronically,   or  otherwise,  to
Biosyntech,  Confidential  Information  (as  hereafter  defined)  considered  by
Reprogenesis to be confidential or proprietary;

         NOW,  THEREFORE,  in consideration of the mutual covenants herein,  and
other good and valuable consideration,  receipt of which is hereby acknowledged,
Reprogenesis and Biosyntech hereby agree as follows:

         1.  CONFIDENTIAL   INFORMATION.   As   used   herein   "Confidential
Information"  shall include any  technical or  nontechnical  information,  data,
reports,  studies,  findings,  formulae,   specifications,   designs,  drawings,
sketches,  photographs,  plans, samples, inventions, ideas, or other material of
any  kind  (collectively   "Information")  in  written,   oral,   tangible,   or
electronically  or  magnetically  stored  form in  connection  with the  Project
communicated by Reprogenesis to Biosyntech  which  Reprogenesis  considers to be
confidential  or  proprietary  and which (a) is so  marked  if  communicated  in
written,  tangible,  or electronically  or magnetically  stored form and (b), if
communicated  orally, is stated by the communicating party to be confidential or
proprietary at the time of communication.

         2.    CONFIDENTIAL  TREATMENt.  Biosyntech  agrees not to disclose  the
Confidential  Information  of  Reprogenesis  to  any  third  party  or  use  the
Confidential  Information of Reprogenesis in any manner or for any purpose other
than in the course of activities relating to the Project, unless receiving party
can establish by written evidence that such Confidential Information:

         (a) was known to the receiving  party prior to disclosure  hereunder by
the other

<PAGE>

 party; or

         (b) is at the time it is  received or becomes  available  to the public
without  restriction  or  limitation  on use or  disclosure  through no fault or
omission attributable to the receiving party; or

         (c) is rightfully  obtained by the  receiving  party from third parties
which  rightfully  possess such  information  and are not under  obligations  of
confidentiality to the other party; or

         (d) was independently  derived by the receiving party in activities not
related  to the  Project  and  not as a  result  of any  disclosure  under  this
Agreement.

         Biosyntech  only may divulge  Confidential  Information of Reprogenesis
only to its  employees,  agents and  consultants  (1) who have a need to know as
part of such Martyrs use of the Confidential Information hereunder in activities
related  to the  Project  and  (2)  who are  under  appropriate  confidentiality
restrictions.  In the event that a court or governmental  agency legally compels
Biosyntech to disclose communicated information,  such as that associated with a
valid discovery  request,  Biosyntech shall promptly inform  Reprogenesis of the
compelled disclosure,  so that Reprogenesis may seek a protective order or other
remedy  or  waive  compliance  with  this  Agreement,  or  both.   Nevertheless,
Biosyntech shall limit any compelled  disclosure of Confidential  Information to
that legally required.

         3. NO OTHER  RIGHTs.  The  Confidential  Information  will  remain  the
exclusive  property of Reprogenesis and this Agreement shall not be construed to
grant the receiving party any license or other right regarding the  Confidential
Information of Reprogenesis.

         4.  RETURN OF  CONFIDENTIAL  INFORMATION.  Upon  written  request,  the
receiving  party  will  return to the  communicating  party all  embodiments  of
Information in each case containing or constituting  Confidential Information of
the  communicating  party  disclosed to it in  connection  with this  Agreement,
except one copy of such  embodiments of Information may be retained for the sole
purpose of determining the receiving party's  continuing  obligations under this
agreement.

         5. TERM. This agreement shall become  effective as of the date hereof
and be valid for two (2) years thereafter.  Thereafter,  this Agreement shall be
automatically  extended for additional  one (1 ) year terms,  except that either
party may terminate this Agreement upon written notice thirty (30) days prior to
the end of the  initial two (2) year term or any  additional  one (1) year term.
Nevertheless,  the obligations of limited use and non-disclosure shall remain in
effect for three (3) years from the date of the  termination of the initial term
or the final additional term(s), unless further extended by a subsequent written
agreement between the parties.

         6.  MISCELLANEOUS.  This Agreement shall be governed by the laws of the
Commonwealth of  Massachusetts.  This Agreement sets forth the entire  agreement
and understanding between the parties hereto as to the subject matter hereof and
has priority over all documents,  verbal consents, or understanding made between
the parties with respect to the subject matter hereof. None of the terms of this
Agreement  shall be amended or modified  except  pursuant to a written  document
signed by the parties hereto.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first set forth above.


                                     Biosyntech, Inc.

                                    /s/ Francois Binette, PHD      5/31/99
                                    -------------------------     -------
                                    Francois Binette, PHD           Date
                                    Vice President R & D


                                   Reprogenesis, Inc.

                                  /s/ Daniel R. Omstead, Eng. ScD   6/2/99
                                  -------------------------------   -------
                                  Daniel R. Omstead, Eng. ScD        Date