Material Change Report

Item 1. Reporting Issuer

MAGISTRAL BIOTECH INC. (“Magistral“ or the “Company”)

300 Joseph-Carrier
Vaudreuil-Dorion, Québec J7V 5V5

Item 2. Date of Material Change

December 20, 2006.

Item 3. Press Release

A press release was released in Vaudreuil-Dorion, Quebec on December 20,

2006 with respect to the material change.

Item 4. Summary of Material Change

Magistral completed its acquisition of all of the issued and outstanding shares of
Immunotec Research Ltd. (“Immunotec”) and received shareholders’ approval of
a proposed consolidation of its outstanding common shares on a 40:1 basis and
the change of its corporate name to “Immunotec Inc.”. Magistral also intends to
merge Immunotec into the Company before the end of the calendar year.

Item 5. Full Description of Material Change

Magistral has completed a reverse take-over transaction (the “RTO”) with

Immunotec, pursuant to which Immunotec has become a wholly-owned
subsidiary of Magistral.

At an annual and special meeting of the shareholders of Magistral held on

December 20, 2006, the shareholders of Magistral voted to approve the RTO and
to appoint the following individuals as the new directors of the Company: Charles
H. Roberts, Richard M. Patte CA, Dieter Beer, Alex Konigsberg QC, Jean La
Couture FCA, Donald G. Watt, James A. Northrop and Charles L. Orr.

Charles H. Roberts Mr. Roberts is the co founder and President of Immunotec.

In 1996, his company joined forces with Immunotec Research Corp., a company
with 10 years of expertise in research on health promoting products, to form
Immunotec. Immediately prior to founding Immunotec, Mr. Roberts was
instrumental in the worldwide expansion of a network marketing company based
in Montreal. Prior to that, Mr. Roberts started Descente Canada, which went on
to become the supplier of sports gear to high profile sports teams such as the
American, Canadian, Swiss and Spanish Olympic ski teams.

Richard Patte, CA Mr. Patte is the Executive Vice-President of Immunotec. Mr.

Patte has over 30 years of experience in corporate financial management and
organizational development. A chartered accountant, Mr. Patte was a Partner of
the accounting firms Jarrett, Goold & Elliott and Price Waterhouse. He later took
his financial expertise to an international network marketing company where he
was Chief Financial Officer. Mr. Patte gained insight into the production and
marketing of natural health products as a director and officer of a Quebec
research and development company and for a group of companies
manufacturing and distributing dietary supplements. At Immunotec, he is
responsible for strategic and financial planning, administration and controls.

Dieter Beer Mr. Beer is the co founder of Immunotec. Mr. Beer founded
Immunotec Research Corp. with Dr. Gustavo Bounous and a team of medical
researchers from McGill University in 1988. In 1996, Immunotec Research Corp.
merged with Mr. Roberts’ company to form Immunotec. Earlier in his career, in
1961, Mr. Beer launched an electronics import business in Germany. As the
exclusive agent and importer of leading electronics brands, he commercialized
his own line of audio, hi fi and video equipment under the company name TEC.
Mr. Beer then went on to purchase ORFA AG, a Swiss environmental and
engineering company, and developed a fully automated recycling system that
was licensed to companies such as Hitachi Zosen, Kawasaki Heavy Industries,
ORFA Germany and Ecoltecnica Italy. The launch of other ORFA projects in
Europe, the Middle East and Asia followed. Mr. Beer has studied Economics,
Electronics, International Law and Languages in Germany, England, France and
Spain.

Alex Konigsberg, QC Mr. Konigsberg is a founding partner of the Montreal law

firm Lapointe Rosenstein LLP, where his practice was focused on international
commercial transactions. Mr. Konigsberg has lectured in over 35 countries to
governmental and non governmental institutions, business groups, law faculties,
legal and trade associations on the legal and business issues encountered in
international commerce. In addition, Mr. Konigsberg is the author of over 100
articles on various legal and commercial issues as well as the author of the
leading textbook on international franchising entitled “International Franchising”.
He has experience on corporate boards and on corporate governance issues,
having sat on the boards of several public and private companies.

Jean La Couture, FCA Mr. La Couture is the President of Huis Clos Ltd., a
management and mediation firm. He is also the President of the “Regroupement
des assureurs de personnes à charte du Québec”, a Quebec association of life
insurers. Mr. La Couture currently serves on the Board of Directors of several
other private and public companies, including Innergex Power Trust (listed on the
TSX), Americ Disc. Inc., Maestro (real estate), Tecsult Inc. and Club Saint Denis,
and is a director and the Chairman of the Audit Committee for Quebecor Inc.,
Quebecor Media Inc., Videotron Ltd., Sun Media Corporation and Groupe
Pomerleau.

Donald G. Watt Mr. Watt has been the Chairman and Chief Executive Officer of
DW+Partners, a firm dedicated to helping companies improve their brands and
performance, since September 2003. The firm invests in, manages and
enhances assets in the areas of branding, product development and packaging,
retail planning and design, communications and innovative new technologies in
support of the retail experience. Mr. Watt founded and, until June 2003, led Watt
International, one of the largest strategic planning and design firms in North
America. Mr. Watt is best known for providing innovative retail solutions for
clients such as Wal-Mart, Home Depot, Safeway, Loblaws, Ahold, Do-It-Best
Corp, Nestle, Kraft and Cott Corporation. Mr. Watt sits on the Boards of Directors
of Cott Corporation, the Forzani Group, Aastra Technologies Limited, Menu
Foods Inc., Pet Health Inc. and CEI.
 James A. Northrop Mr. Northrop has wide ranging experience in brand
marketing. Since 2006, Mr. Northrop has been the principal of Winfield
Consulting, LLC, a consulting company providing services to the direct selling
industry. From 1994 to 2006, Mr. Northrop was the Chairman of Princess House,
Inc, a privately held direct sales company with over 16,000 field representatives
marketing a broad range of giftware and household products at in home parties
in the US, Canada and Mexico. Mr. Northrop served as the Chief Executive
Officer of Princess House, Inc. from 1994 to 2005. Prior to his initial involvement
with Princess House, Inc. in 1994, Mr. Northrop held executive positions with a
variety of other retail sales companies, including divisions of J. Crew, Hallmark
Cards, General Mills and Quaker Oats. Mr. Northrop currently serves on the
Board of Directors of the DSA and is the Vice Chairman of the Direct Selling
Education Foundation.

Charles L. Orr Mr. Orr has 41 years of experience in a variety of industries and
distribution channels including financial services, information systems, dietary
supplements, foods, roses, household products, skincare and water filtration.
From 1993 through 2000, Mr. Orr was President and Chief Executive Officer of
Shaklee Corporation, which included the brand names of Harry and David,
Jackson and Perkins and Shaklee. Prior business associations include RCA,
Xerox, Connecticut General, Southwestern Life, Continental Insurance and
Federated Investors. From 2000 to present, Mr. Orr has served as an advisor
and board member to several private and public companies. Past board
affiliations include Herbalife Ltd. (NYSE:HLF), Provident Mutual Life Insurance
Company, Shaklee Corporation, the DSA, Consumer Health Products
Association and Shaklee Cares. Current board positions include Zero
Technologies LLC, Swiss Medica Inc. (OTCBB: SWME) and The Direct Selling
Education Foundation.

The shareholders of Magistral also voted to approve the consolidation of the

outstanding shares of the Company on a 40:1 basis, thereby reducing the
number of outstanding shares of the Company following the RTO from
2,801,062,304 to 70,026,558 shares, and the change of the name of the
Company to “Immunotec Inc.”.

The management of the Company intends to effect the share consolidation and
change of name, as well as to merge Immunotec into the Company, before the
end of the calendar year.

Information will be mailed to the shareholders of the Company advising them as

to the procedure to be followed in order to exchange their existing share
certificates for certificates reflecting the share consolidation, name change and
merger described above.

It is intended that the shares of the Company will resume trading on the TSX-V
under the symbol “IMM” during the first half of January 2007, following the receipt
of the final approval of the TSX-V.

Item 6. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.
Item 7. Omitted Information

No information has been omitted in respect of the material change.

Item 8. Executive Officer

Further information with respect to the material change described in this material
change report may be obtained from :

Richard Patte
Executive Vice-President and Chief Financial Officer, Magistral Biotech Inc.
(450) 424-9992

The foregoing accurately discloses the material change referred to herein.

DATED this 20th day of December, 2006

MAGISTRAL BIOTECH INC.

(s) Richard Patte

Richard Patte, Executive
Vice-President and Chief
Financial Officer

(#968829-v1)