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                                                                   Exhibit 10.12

                      [TD BANK FINANCIAL GROUP LETTERHEAD]

                                                Telephone No. (416) 982-7770
                                                         Fax: (416) 982-6076

September 26, 2001

The Dynacare Health Group Inc.
20 Eglinton Avenue West, Suite 1600
Toronto, Ontario M4R 2H1

Attention: Zbig Biskup
           Senior Vice President and Chief Financial Officer
           -------------------------------------------------

Dear Sirs:

We are pleased to offer the Borrower the following Demand Operating Facility
(the "Facility"), subject to the terms and conditions outlined below.

BORROWER:               The Dynacare Health Group Inc. (herein called the
                        "Borrower")

LENDER:                 The Toronto-Dominion Bank (the "Bank"), through its
                        Toronto Dominion Centre branch, in Toronto, Ontario.

CREDIT LIMIT:           Amounts outstanding under the Facility will at all times
                        be no greater than:
                              CDN$5,000,000 [or its US$ Equivalent]

BORROWING
OPTIONS:                The Facility is available at the Borrower's option by
                        way of:
                        - Prime Rate Based Loans in CDN$ ("Prime Based Loans")
                        - Banker's Acceptances in CDN$ ("B/As")
                        - United States Base Rate Loans in US$ ("USBR Loans")
                        - Stand-by Letters of Guarantee in CDN$ ("L/Gs")

ANCILLARY
FACILITIES:             In addition to the Facility, the Bank has made available
                        to the Borrower the following ancillary facilities (the
                        "Ancillary Facilities") which the Borrower agrees will
                        not be used for speculative purposes.

                        i) Spot Foreign Exchange Facility to enter into up to
                           US$4,000,000 for settlement on a spot basis.

PURPOSE                 The Facility is to be used to fund working capital only.

                              TD ACCESS
                              TELEPHONE BANKING

                              24 hours, 7 days a week
                              1-800-9TD-BANK
                              (1-800-983-2265)

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DRAWDOWN:               Facility is available on a revolving basis. Terms for
                        Banker's Acceptances and other similar details are set
                        out in the Schedule "A" attached hereto.

REPAYMENT:              On demand. If the Bank demands repayment, the Borrower
                        will pay to the Bank all amounts outstanding under the
                        Facility, including without limitation, the amount of
                        all unmatured B/As and the amount of all drawn and
                        undrawn L/Gs.

INTEREST RATES
AND FEES:               For the Borrowing Options available, advances shall bear
                        interest and fees are as follows:
                        - Prime Based Loans - Prime Rate + 2% per annum
                        - B/As - Stamping Fee at 3.50% per annum
                        - USBR Loans - USBR + 2% per annum
                        - L/Gs - 3.50% per annum

                        Upon receipt of the Security outlined below; the
                        interest and fees will be as follows:
                        - Prime Based Loans - Prime Rate + 0% per annum
                        - B/As - Stamping Fee at 1.50% per annum
                        - USBR Loans - USBR + 0% per annum
                        - L/Gs - l.50% per annum

                        Information on Interest Rate Definitions, Interest
                        Calculations and Payment is set out in the Schedule "A"
                        attached hereto.

ARRANGEMENT
FEE                     During May 2001, the Borrower paid a non-refundable
                        arrangement fee (in conjunction with Dynacare-Gamma
                        Laboratory Partnership) of $15,000.

SECURITY                The following security shall be provided to the Bank no
                        later than March 15, 2002, shall support all present and
                        future indebtedness and liability of the Borrower and
                        the grantor of the security to the Bank including
                        without limitation indebtedness and liability under
                        guarantees, foreign exchange contracts, cash management
                        products, and derivative contracts, and shall be on the
                        Bank's standard form, supported by resolutions and
                        solicitor's opinion, all acceptable to the Bank:

                        a) $5,000,000 limited Guarantee from Dynacare
                           Laboratories Limited Partnership in unencumbered
                           form, including a negative pledge re: security and
                           additional debt.

DOCUMENTATION           The following documentation shall be provided no later
                        than September 28, 2001:
                        a) Letter of Undertaking from the Borrower in the form
                           attached, and

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                        b) Negative Pledge from Dynacare Laboratories Limited
                           Partnership in the form attached.

REPORTING
REQUIREMENTS            The Borrower agrees to provide:

                        a) for the Borrower, Dynacare Kasper Medical
                           Laboratories and Dynacare Laboratories Limited
                           Partnership, annual unaudited financial statements
                           and for Dynacare Inc., annual audited financial
                           statements within 90 days of fiscal year end; and

                        b) quarterly unaudited consolidated financial statements
                           for Dynacare Inc. within 45 days of fiscal quarter
                           end.

OVERDRAFT
AVAILABILITY            Prime Rate Based Loans are permitted via overdraft from
                        Current Account Number 375212 at Branch Transit 1020 up
                        to the Credit Limit.

DISBURSEMENT
CONDITIONS:             The Facility will no longer be available after September
                        28, 2001, unless the following has been provided to the
                        Bank:
                        1. all of the Bank Documentation required under this
                           Agreement,
                        2. Business Banking Agreement, and
                        3. Business Services Master Agreement.

                        The Facility will no longer be available after March 15,
                        2002, unless the following has been provided to the
                        Bank:
                        1. all of the Bank Security and supporting resolutions
                           and solicitor's letter of opinion required under this
                           Agreement, and
                        2. Updated PPSA Search confirming discharge of PPSA
                           registrations except for PPSA registrations
                           acceptable to the Bank which exceptions shall
                           include, without limitation (a) file numbers
                           925856046, 949495077, and 932267367 (where we
                           understand assets have been sold and the associated
                           debt has been indemnified by the purchaser, and we
                           will require solicitor confirmation of this
                           indemnification); (b) and files 816124275, 818623476,
                           823996917, 827964909, 830172033, 831015513,
                           831648231, 831648249, 831785067, 833917716,
                           834529527, 834734835, 835067151,835067169, 836011926,
                           836011935, 836051823, 853367184, 853367193,
                           853468929, 853634115; (c) file 858071475 (which
                           registration is to be amended in a manner
                           satisfactory to the Bank to limit the PPSA
                           registration to specific equipment financing); and
                           (d) any other equipment financing registered under
                           PPSA since April 6, 2001.

OTHER
REQUIREMENTS            Other Requirements as referred to in Section 5b) in
                        Schedule "A" are not applicable.

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AVAILABILITY
OF THE FACILITY:        The Facility is uncommitted and is not automatically
                        available upon satisfaction of the terms and conditions
                        set out herein.

                        The Bank can demand repayment and cancel the
                        availability of the Facility at any time.

SCHEDULE "A"
TERMS AND
CONDITIONS:             Schedule "A" sets out the Standard Terms and Conditions
                        ("Standard Terms and Conditions") which are applicable
                        to the Borrower and which apply to this Facility. The
                        Standard Terms and Conditions, including the defined
                        terms set out therein, form part of this Agreement,
                        unless this letter states specifically that one or more
                        of the Standard Terms and Conditions do not apply or are
                        modified.

We trust you will find these facilities helpful in meeting your ongoing
financing requirements. We ask that you acknowledge this offer of financing
(which includes the Standard Terms and Conditions) by signing and returning the
attached duplicate copy of this agreement to the undersigned by September 28,
2001.

Yours truly,

THE TORONTO-DOMINION BANK:


/s/ [ILLEGIBLE]         L370           /s/ [ILLEGIBLE]         5425
---------------------   -------        ---------------------   -------
Name of R/M             Signing        Name of MCC OR AVP      Signing
Title                   No.            Title                   No.

THE TORONTO-DOMINION BANK:

The Borrower hereby acknowledges and accepts the Terms and Conditions of this
Agreement, including the attached Schedule "A".

Borrower's authorized offices or representatives:


/s/ Zbig Biskup
---------------------                  ----------------------------
Signature                              Signature

Zbig Biskup
---------------------                  ----------------------------
Print Name & Position                  Print Name & Position

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                                   SCHEDULE A
                          STANDARD TERMS AND CONDITIONS

1. DEFINITIONS

Capitalized Terms used in this Agreement shall have the following meanings:

"All-In Rate" means the greater of the Interest Rate that the Borrower pays for
Prime Based Loans (which for greater certainty includes the percent per annum
added to the Prime Rate).

"Business Day" means any day (other than a Saturday or Sunday) that the
Branch/Centre is open for business.

"Business Plan/Forecast" means, for any fiscal year, a business plan and
financial forecast in respect of the Borrower's business for such fiscal year,
in form acceptable to the Bank and certified by the Borrower's senior officer or
authorized representative.

"Branch/Centre" means the Bank branch or banking centre noted on the first page
of the Letter, or such other branch or centre as may from time to time be
designated by the Bank.

"Inventory Value" means, at the time of determination, the total value (based on
the lower of cost or market) of the Borrower's inventories that are subject to
the Bank Security (other than i) those inventories supplied by trade creditors
who at that time have not been fully paid therefor and would have a right to
repossess all or part of such inventories if the Borrower were then either
bankrupt or in receivership, (ii) those inventories comprising work in process
and (iii) those inventories that the Bank may from time to time designate in its
sole discretion) minus the total amount of any claims, liens or encumbrances on
those inventories having or purporting to have priority over the Bank.

"Face Amount" means, in respect of:

i)    a B/A, the amount payable to the holder thereof on its maturity;
ii)   a L/C or L/G, the maximum amount payable to the beneficiary specified
      therein or any other person to whom payments may be required to be made
      pursuant to such L/C or L/G.

"Letter" means the letter from the Bank to the Borrower to which this Schedule
"A" - Standard Terms and Conditions is attached.

"Letter of Credit" or "L/C" means, unless specifically limited elsewhere in this
Agreement, a documentary letter of credit or similar instrument in form and
substance satisfactory to the Bank.

"Letter of Guarantee" or "L/G" means, unless specifically limited elsewhere in
this Agreement, a stand-by letter of guarantee or similar instrument in form and
substance satisfactory to the Bank.

"Purchase Money Security Interest" means a security interest on an asset which
is granted to a lender or to the seller of such asset in order to secure the
purchase price of such asset or a loan incurred to acquire such asset, provided
that the amount secured by the security interest does not exceed the cost of the
asset and provided that the Borrower provides written notice to the Bank prior
to the creation of the security interest.

"Receivable Value" means, at any time of determination, the total value of those
of the Borrower's trade accounts receivable that are subject to the Bank
Security other than i) those accounts then outstanding for 90 days, (ii) those
accounts owing by persons, firms or corporations affiliated with the Borrower,
(iii) those accounts that the Bank may from time to time designate in its sole
discretion, (iv) those accounts subject to any claim, liens, or encumbrance
having or purporting to have priority over the Bank, (v) those accounts which
are subject to a claim of set-off by the obligor under such account, MINUS the
amount of all the Borrower's unremitted source deductions and unpaid taxes.

"Receivables/Inventory Summary" means a summary of the Customer's trade account
receivables and inventories, in form as the Bank may require and certified by
the Borrower's senior officer or authorized representative.

"US$ Equivalent" means, on any date, the equivalent amount in United States
Dollars after giving effect to a conversion of a specified amount of Canadian
Dollars to United States Dollars at the Bank's noon spot rate of exchange.

2. INTEREST RATE DEFINITIONS

Prime Rate means the rate of interest per annum (based on a 365/366 day year)
established and reported by the Bank to the Bank of Canada from time to time as
the reference rate of interest for determination of interest rates that the Bank
charges to customers of varying degrees of creditworthiness in Canada for
Canadian dollar loans made by it in Canada.

The Stamping Fee rate per annum is based on a 365/366 day year and the Stamping
Fee is calculated on the face amount of each B/A presented to the Bank for
acceptance.

LIBOR means the rate of interest per annum (based on a 360 day year) as
determined by the Bank (rounded upwards, if necessary to the nearest whole
multiple of 1/16th of 1%) at which the Bank may make available United States
dollars which are obtained by the Bank in the Interbank Euro Currency Market,
London, England at approximately 11:00 a.m. (Toronto time) on the second
Business Day before the first day of, and in an amount similar to, and for the
period similar to the interest period of, such advance.

USBR means the rate of interest per annum (based on a 365/366 day year)
established by the Bank from time to time as the reference rate of interest for
the determination of interest rates that the Bank charges to customers of
varying degrees of creditworthiness for US dollar loans made by it in Canada.

Any interest rate based on a period less than a year expressed as an annual rate
for the purposes of the Interest Act (Canada) is equivalent to such determined
rate multiplied by the actual number of days in the calendar year in which the
same is to be ascertained and divided by the number of days in the period upon
which it was based.

3. INTEREST CALCULATION AND PAYMENT

Interest on Prime Based Loans, and USBR Loans is calculated daily and payable
monthly in arrears based on the number of days the subject loan is outstanding.

The Stamping Fee is calculated based on the face amount and the term of the B/A
and is payable upon acceptance by the Bank of the B/A. The net proceeds received
by the borrower on a B/A advance will be equal to the face amount of the B/A
discounted at the Bank's then prevailing B/A discount rate for the specified
term of the B/A less the B/A Stamping Fee.


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                                      -2-


Interest on LIBOR Loans is calculated and payable on the earlier of contract
maturity or quarterly in arrears, for the number of days in the LIBOR interest
period.

L/C and L/G fees are payable at the time of issuance of the L/C or L/G.

Interest is payable both before and after maturity or demand, default and
judgment. Each payment under this Agreement shall be applied to any indebtedness
or amounts owing in any order at the sole discretion of the Bank.

All overdue amounts of principal and interest shall bear interest from the date
on which the same became due until the date of payment at the All-In Rate plus
2% per annum.

4. DRAWDOWN PROVISIONS

Prime Based and USBR Loans

There is no minimum amount of drawdown by way of Prime Based Loans and USBR
Loans, except as stated in this Agreement. The Borrower shall provide the Bank
with 3 Business Days' notice of a requested Prime Based Loan over $1,000,000.

B/As

The Borrower shall advise the Bank of the requested term or maturity date for
B/As issued hereunder. The Bank shall have the discretion to restrict the term
or maturity dates of B/As. The minimum amount of a drawdown by way of B/As is
$500,000 and in multiples of $100,000 thereafter. The Borrower shall provide the
Bank with 3 Business Days' notice of a requested B/A drawdown.

LIBOR

The Borrower shall advise the Bank of the requested LIBOR contract maturity or
interest period. The Bank shall have the discretion to restrict the LIBOR
contract maturity. The minimum amount of a drawdown by way of a LIBOR Loan is
$1,000,000, and shall be in multiples of $100,000 thereafter. The Borrower will
provide the Bank with 3 Business Days' notice of a requested LIBOR Loan.

L/C and/or L/G

The Bank shall have the discretion to restrict the maturity date of L/Gs or
L/Cs.

B/A - Prime Conversion

The Borrower will provide the Bank with at least 3 Business Days notice of the
Borrower's intention either to convert a B/A to a Prime Based Loan or vice
versa, failing which, the Bank may decline to accept such additional B/As or may
charge interest on the amount of Prime Based Loans resulting from maturity of
B/As at the rate of 115% of the rate applicable to Prime Based Loans for the 3
day period immediately following such maturity. Thereafter, the rate shall
revert to the rate applicable to Prime Based Loans.

5. OTHER REQUIREMENTS

In addition to all of the other obligations in this Agreement

a) The Borrower will:

      i)    pay all amounts outstanding to the bank when due or demanded,
      ii)   maintain the Borrower's existence as a sole proprietorship,
            corporation, partnership, or limited partnership as the case may be,
            and keep all material agreements, rights, franchises, licences,
            operations, contracts or other arrangements in full force and
            effect,
      iii)  pay all taxes,
      iv)   maintain the Borrower's property, plant and equipment in good repair
            and working condition,
      v)    continue to carry on the business now being carried on by the
            Borrower,
      vi)   maintain adequate insurance on all of the Borrower's assets,
            undertakings, and business risks, and
      vii)  permit the Bank and its authorized representatives full access to
            the Borrower's premises, business, financial and computer records
            and allow the duplication or extraction of pertinent information
            therefrom.

b) The Borrower will not:

      i)    create, incur, assume, or suffer to exist, any mortgage, deed of
            trust, pledge, lien, security interest, assignment, charge, or
            encumbrance (including without limitation, any conditional sale, or
            other title retention agreement, or finance lease) of any nature,
            upon or with respect to any of the borrower's property, now owned or
            hereafter acquired except for those Permitted Liens set out in the
            Letter,
      ii)   merge or amalgamate with any other entity or permit any change of
            ownership or change the Borrower's capital structure,
      iii)  sell, lease, assign, or otherwise dispose of all or substantially
            all of the Borrower's assets.

6. ADDITIONAL INFORMATION AND SECURITY

The Borrower will provide, or cause to be provided, whatever information the
Bank may request from time to time. The Borrower will provide, or cause to be
provided, any security or guarantees required by the Bank from time to time.

7. CURRENCY INDEMNITY

US$ loans must be repaid with US$ and CDN$ loans must be repaid with CDN$ and
the Borrower shall indemnify the Bank for any loss suffered by the Bank if US$
loans are repaid with CDN$ or vice versa, whether such payment is made pursuant
to an order of a court or otherwise.

8. TAXATION ON PAYMENTS

All payments made by the Borrower to the Bank will be made free and clear of all
present and future taxes (excluding the Bank's income taxes), withholdings or
deductions of whatever nature. If these taxes, withholdings or deductions are
required by applicable law and are made, The Borrower shall, as a separate and
independent obligation, pay to the Bank all additional amounts as shall fully
indemnify the Bank from any such taxes, withholdings or deductions.

9. ENVIRONMENTAL REPRESENTATION AND UNDERTAKINGS

The Borrower represents, warrants and covenants (which representation, warranty
and covenant shall continue each day hereafter) that the Borrower's property and
business is being operated in compliance with applicable environmental, health
and safety laws and regulations and that there are no judicial or administrative
proceedings in respect thereto.

The Borrower shall, when asked by the Bank, at the Borrower's expense, obtain
and provide to the Bank and appraisal, environmental audit or inspection report
of any of the Borrower's property from appraisers, auditors or inspectors
acceptable to the Bank.

The Borrower will defend, indemnify and hold harmless the Bank, its officers,
directors, employees, agents and shareholders, against all loss, costs, claims,
damages and expenses (including legal, audit and inspection expenses) which may
be suffered or incurred in connection with the breach of this environmental
representation, warranty and covenant and against environmental damage
occasioned by the Borrower's activities or by contamination of or from any of
the Borrower's property.

10. REPRESENTATION

No representation or warranty or other statement made by the Bank concerning any
of the credit facilities shall be binding on the Bank unless made by it in
writing as a specific amendment to this letter.


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                                      -3-


11. BANK MAY CHANGE AGREEMENT

The Bank may change the provisions of this Agreement from time to time. These
changes include, without limitation, changes to the Credit Limit, interest rate,
or fees payable by the Borrower. The Bank will notify the Borrower of any change
in this Agreement by mail, hand delivery or facsimile transmission or for a
change in any interest rates or interest rate definitions by posting a notice in
all of the Bank's branches. The Bank is not required to notify a Guarantor of
any change in the Agreement, including without limitation, any increase in the
Credit Limit, Overdraft Limit or Loan Amount. If more than one person signs this
Agreement, communication with any one of one party will serve as notice to all.

12. METHOD OF COMMUNICATION

The Bank may communicate with the Borrower by ordinary, uninsured mail or other
means, including hand delivery or facsimile transmission. Mailed information is
deemed to be received by the Borrower five days after mailing. Delivered
information is deemed to be received when delivered or left at the Borrower's
address. Messages sent by facsimile are deemed to be received when the Bank
receives a fax confirmation.

13. EXPENSES

The Borrower shall pay, within 5 Business Days following notification, all fees
and expenses (including but not limited to all legal fees and expenses) incurred
by the Bank in connection with the preparation, registration and ongoing
administration of this Agreement and the Bank Security and with the enforcement
of the Bank's rights and remedies under this Agreement or the Bank Security
whether or not any amounts are advanced under the Agreement. These fees and
expenses shall include, but not be limited to, all outside counsel fees and
expenses and all in-house legal fees and expenses, if in-house counsel are used,
and all outside professional advisory fees and expenses. The Borrower shall pay
interest on unpaid amounts due pursuant to this paragraph at the All-In Rate
plus 2% per annum.

14. NON WAIVER

Any failure by the Bank to object to or take action with respect to a breach of
this Agreement or any Bank Security shall not constitute a waiver of the Bank's
right to take action at a later date on that breach. No course of conduct by
the Bank will give rise to any reasonable expectation which is in any way
inconsistent with the terms and conditions of this Agreement and the security or
the Bank's right's thereunder.

15. EVIDENCE OF INDEBTEDNESS

The Bank shall record on its records the amount of all advances made hereunder,
payments made in respect thereto, and all other amounts becoming due to the Bank
under this Agreement. The Bank's records constitute, in the absence of manifest
error, conclusive evidence of the Borrower's indebtedness to the Bank pursuant
to this Agreement.

The Borrower will sign an Indemnity Agreement for all L/Cs and L/Gs issued by
the Bank.

16. ENTIRE AGREEMENTS

This Agreement replaces any previous letter agreements dealing specifically with
the Facility. Agreements relating to other credit facilities made available by
the Bank continue to apply for those other credit facilities.

17. ASSIGNMENT

The Bank may assign or grant participation in all or part of this Agreement or
in any loan made hereunder without notice to and without the Borrower's consent.
The Borrower may not assign or transfer all or any part of the Borrower's rights
or obligations under this Agreement.

18. RELEASE OF INFORMATION

The Borrower hereby irrevocably authorizes and direct the Borrower's accountant,
(the "Accountant") to deliver all financial statements and other financial
information concerning the Borrower to the Bank and agree that the Bank and the
Accountant may communicate directly with each other.

19. USE OF INFORMATION

The word "information" means the Borrower's business and credit information and
the Guarantor's business and credit information. It includes information
provided to the Bank by the Borrower, including through the products and
services the Borrower uses, and information obtained from others.

The Borrower (and the Guarantor) agree to the use of its information as follows:

i) Use of information -- The Bank may use information to establish and serve the
Borrower as its customer, determine whether any products or services of the TD
Bank Financial Group are suitable for the Borrower and offer them to the
Borrower, or when required or permitted by law. The Bank may share information
within the TD Bank Financial Group where permitted by law;

(ii) Collection and Use of Credit Information -- THE BANK MAY OBTAIN INFORMATION
FROM PARTIES OUTSIDE THE TD BANK FINANCIAL GROUP, INCLUDING THROUGH A CREDIT
CHECK, AND VERIFY INFORMATION WITH THEM. THE BORROWER AND THE GUARANTOR
AUTHORIZE THOSE PARTIES TO GIVE THE BANK INFORMATION. The Bank may disclose
information to other lenders and credit bureaux.

The Borrower and the Guarantor may obtain the privacy code -- "Protecting Your
Privacy" -- or review its options for refusing or withdrawing this consent,
including its option not to be contacted about offers of products or services,
by contacting the Branch or calling the Bank at 1-800-9TD BANK.

*The TD Bank Financial Group means The Toronto-Dominion Bank and its
subsidiaries and affiliates providing deposit, investment, loan, securities,
trust, insurance and other products or services.

20. SET-OFF

In addition to and not in limitation of any rights now or hereafter granted
under applicable law, the Bank may at any time and from time to time without
notice to the Borrower or any other person, any notice being expressly waived by
the Borrower, set-off and compensate and apply any and all deposits, general or
special, time or demand, provisional or final, matured or unmatured, in any
currency, and any other indebtedness at any time owing by the Bank, to or for
the Borrower's credit or the Borrower's account against and on account of the
indebtedness and liability under this Agreement notwithstanding that any of them
are contingent or unmatured or in a different currency than the indebtedness and
liability under this Agreement.

When applying a deposit in a different currency than the indebtedness under this
Agreement to the indebtedness under this Agreement, the Bank will convert the
deposit to the currency of the indebtedness under this Agreement using the
Bank's noon spot rate of exchange for the conversion of such currency.

21. MISCELLANEOUS

i)    The Borrower has received a signed copy of this Agreement;
ii)   If more than one person, firm or corporation signs this Agreement as the
      Borrower, the Bank may require payment of all amounts payable under this
      Agreement for any one of them, or a portion from each, but the Bank is
      released from any of its obligations by performing that obligation to any
      one of them;
iii)  Accounting terms will (to the extent not defined in this Agreement) be
      interpreted in accordance with accounting principles established from time
      to time by the Canadian Institute of Chartered Accountants (or any
      successor) consistently applied, and all financial statements and
      information provided to the Bank will be prepared in accordance with those
      principles;
iv)   This Agreement is governed by the law of the Province or Territory where
      the Branch/Centre is located;
v)    Unless otherwise indicated, all amounts in this Agreement are in Canadian
      dollars.


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                                  UNDERTAKING

In conjunction with acknowledging and accepting the terms and conditions of the
demand operating facility outlined in the Advisory Letter from The
Toronto-Dominion Bank (the "Bank") dated September 14, 2001, The Dynacare Health
Group Inc. (the "Borrower") undertakes to provide to the Bank an unencumbered
$5,000,000 guarantee from Dynacare Laboratories Limited Partnership, in a form
acceptable to the Bank and including a negative pledge, as security for this
demand operating facility by no later than March 15, 2002, failing which, the
Borrower will repay and cancel the demand operating facility on or before March
15, 2002.

Dated at Toronto this 28th day of September, 2001.

                                        The Dynacare Health Group Inc.


                                        /s/ Zbig Biskup
                                        ----------------------------------------
                                        (Name: ZBIG BISKUP)

                                        ----------------------------------------
                                        (Name:                             )

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                                NEGATIVE PLEDGE

It is acknowledged that The Dynacare Health Group Inc. holds a 99% partnership
interest in the undersigned, Dynacare Laboratories Limited Partnership. In
conjunction with The Dynacare Health Group Inc.'s acknowledgement and acceptance
of the the terms and conditions of the demand credit facility outlined in an
Advisory Letter from The Toronto-Dominion Bank to The Dynacare Health Group Inc.
dated September 26, 2001, Dynacare Laboratories Limited Partnership hereby
covenants and agrees with The Toronto-Dominion Bank that unless The
Toronto-Dominion Bank shall have consented in writing, it shall not, except for
(1) any security, lien, mortgage or charge already existing at the date hereof
and which has been previously advised to the Bank, (2) any equipment financing
in the ordinary course of business consistent with past practice and forming
part of the Permitted Liens of Dynacare-Gamma Laboratory Partnership as
described in the Bank's Advisory Letter dated September 26, 2001; and (3) any
renewal, extension or other re-financing of any of the foregoing:

(a) create, incur, assume or suffer to exist (directly or indirectly) any
indebtedness or guarantee or act as surety or agree to indemnify the debts of
others, or

(b) create, incur, assume, or suffer to exist, or permit any subsidiary to
create, incur, assume or suffer to exist, any mortgage, deed of trust, pledge,
lien, security interest, assignment, charge or encumbrance (including without
limitation, any conditional sale, or other title retention agreement, or finance
lease) of any nature, upon or with respect to any of its properties, now owned
or hereafter acquired, or sign or file, or permit any subsidiary to sign or
file, under the PPSA or similar registry system of any jurisdiction a financing
statement which names Dynacare Laboratories Limited Partnership or any
subsidiary as a debtor, or sign, or permit any subsidiary to sign, any security
agreement authorizing any secured party thereunder to file such financing
statement.

Dated at Toronto this 26th day of September, 2001.

                                       Dynacare Laboratories Limited Partnership
                                       by its partners,

                                       Dynacare G.P. Inc.

                                       Per: /s/ Zbig Biskup
                                       -----------------------------------------
                                       (Name: ZBIG BISKUP)


                                       The Dynacare Health Group Inc.

                                       Per: /s/ Zbig Biskup
                                       -----------------------------------------
                                       (Name: ZBIG BISKUP)

<Page>

                      [TD BANK FINANCIAL GROUP LETTERHEAD]

                                                Telephone No. (416) 982-7770
                                                         Fax: (416) 982-6076

September 26, 2001

The Dynacare-Gamma Laboratory Partnership
20 Eglinton Avenue West, Suite 1600
Toronto, Ontario M4R 2H1

Attention: Zbig Biskup
           Senior Vice President and Chief Financial Officer
           -------------------------------------------------

Dear Sirs:

We are pleased to offer the Borrower the following Demand Operating Facility
(the "Facility"), subject to the terms and conditions outlined below.

BORROWER:               Dynacare-Gamma Laboratory Partnership (herein called
                        the "Borrower")

LENDER:                 The Toronto-Dominion Bank (the "Bank"), through its
                        Toronto Dominion Centre branch, in Toronto, Ontario.

CREDIT LIMIT:           Amounts outstanding under the Facility will at all times
                        be the lesser of:
                        1) CDN$25,000,000 [or its US$ Equivalent] AND
                        2) the TOTAL of (A) 90% of Provincial Health Plan
                                            receivables,
                                        (B) 75% of non-health insurance
                                            receivables acceptable to the Bank,
                                            net of accounts over 60 days old,
                                            AND
                                        (C) 60% of readily saleable inventories.

BORROWING
OPTIONS:                The Facility is available at the Borrower's option by
                        way of:
                        - Prime Rate Based Loans in CDN$ ("Prime Based Loans")
                        - Banker's Acceptances in CDN$ ("B/As")
                        - Stand-by Letters of Guarantee in CDN$ ("L/Gs") (to a
                          maximum of $2,000,000 for total L/G's outstanding)

PURPOSE                 The Facility is to be used to fund working capital only.

                              TD ACCESS
                              TELEPHONE BANKING

                              24 hours, 7 days a week
                              1-800-9TD-BANK
                              (1-800-983-2265)

                              [ILLEGIBLE]
<Page>

DRAWDOWN:               Facility is available on a revolving basis. Terms for
                        Banker's Acceptances and other similar details are set
                        out in the Schedule "A" attached hereto.

REPAYMENT:              On demand. If the Bank demands repayment, the Borrower
                        will pay to the Bank all amounts outstanding under the
                        Facility, including without limitation, the amount of
                        all unmatured B/As and the amount of all drawn and
                        undrawn L/Gs.

INTEREST RATES
AND FEES:               For the Borrowing Options available, advances shall bear
                        interest and fees are as follows:
                        - Prime Based Loans - Prime Rate + 0% per annum
                        - B/As - Stamping Fee at 1.25% per annum
                        - L/Gs - 1.25% per annum

                        Information on Interest Rate Definitions, Interest
                        Calculations and Payment is set out in the Schedule "A"
                        attached hereto.

ARRANGEMENT
FEE                     During May 2001, the Borrower paid a non-refundable
                        arrangement fee (in conjunction with The Dynacare Health
                        Group Inc.) of $15,000.

SECURITY                The following security shall be provided, shall support
                        all present and future indebtedness and liability of the
                        Borrower and the grantor of the security to the Bank
                        including without limitation indebtedness and liability
                        under guarantees, foreign exchange contracts, cash
                        management products, and derivative contracts, and shall
                        be on the Bank's standard form, supported by resolutions
                        and solicitor's opinion, all acceptable to the Bank:
                        a) General Security Agreement amended to effectively
                           become an Inventory Security Agreement from the
                           Borrower, and
                        b) General Assignment of Book Debts from the Borrower.

All of the above security shall be referred to collectively in this Agreement as
"Bank Security".

REPORTING
REQUIREMENTS            The Borrower agrees to provide:
                        a) annual audited consolidated financial statements
                           within 90 days of fiscal year end;
                        b) a compliance certificate from an authorized
                           representative each time statements under a) above
                           are submitted confirming that the Borrower is in
                           compliance with applicable regulations and that
                           laboratory licenses have been renewed for a further
                           year (form of Compliance Certificate is attached);
                           and

<Page>

                        c) aged Receivable and Inventory summary within 25 days
                           of each month end.

OVERDRAFT
AVAILABILITY            Prime Rate Based Loans are permitted via overdraft from
                        Current Account Number 373473 at Branch Transit 1020 up
                        to the Credit Limit $25,000,000.

DISBURSEMENT
CONDITIONS:             The Facility will no longer be available after October
                        31, 2001, unless the following has been provided to the
                        Bank:
                        1. Business Services Master Agreement
                        2. Business Banking Agreement

PERMITTED
LIENS                   Permitted Liens as referred to in Schedule "A" (section
                        5b)) are Purchase Money Security Interests, not to
                        exceed for the Borrower $10,000,000.00 in aggregate.

AVAILABILITY
OF THE FACILITY:        The Facility is uncommitted and is not automatically
                        available upon satisfaction of the terms and conditions
                        set out herein.

                        The Bank can demand repayment and cancel the
                        availability of the Facility at any time.

SCHEDULE "A"
TERMS AND
CONDITIONS:             Schedule "A" sets out the Standard Terms and Conditions
                        ("Standard Terms and Conditions") which are applicable
                        to the Borrower and which apply to this Facility. The
                        Standard Terms and Conditions, including the defined
                        terms set out therein, form part of this Agreement,
                        unless this letter states specifically that one or more
                        of the Standard Terms and Conditions do not apply or are
                        modified.

We trust you will find these facilities helpful in meeting your ongoing
financing requirements. We ask that you acknowledge this offer of financing
(which includes the Standard Terms and Conditions) by signing and returning the
attached duplicate copy of this agreement to the undersigned by September 28,
2001.

<Page>

Yours truly,

THE TORONTO-DOMINION BANK:


/s/ [ILLEGIBLE]         L370           /s/ [ILLEGIBLE]         5425
---------------------   -------        ---------------------   -------
Name of R/M             Signing        Name of MCC or AVP      Signing
Title                   No.            Title                   No.

THE TORONTO-DOMINION BANK:

The Borrower hereby acknowledges and accepts the Terms and Conditions of this
Agreement, including the attached Schedule "A".

Borrower's authorized offices or representatives:


/s/ Zbig Biskup
---------------------                  ---------------------
Signature                              Signature

ZBIG BISKUP
---------------------                  ---------------------
Print Name & Position                  Print Name & Position



---------------------
Signature


---------------------
Print Name & Position

<Page>

                             COMPLIANCE CERTIFICATE

This certificate is given pursuant to an advisory letter made as of September
26, 2001 (as such letter may be supplemented, amended or restated from time to
time) between Dynacare-Gamma Laboratory Partnership, as Borrower, and The
Toronto-Dominion Bank, as Lender.

The undersigned, as the duly appointed Director of the Borrower hereby certifies
for and on behalf of the Borrower as follows:

1.    The Borrower is in compliance with applicable regulations and through the
      annual license renewal process, the Borrower continues to hold valid
      laboratory licenses which are required to operate clinical laboratories
      and to receive reimbursement in Ontario.

Dated September 28, 2001.

                                        Dynacare-Gamma Laboratory Partnership


                                        By /s/ Zbig Biskup
                                           -------------------------------------
                                        Name
                                        Position


                                        By
                                           -------------------------------------
                                        Name
                                        Position


                                        By
                                           -------------------------------------
                                        Name
                                        Position

<Page>

                                   SCHEDULE A
                          STANDARD TERMS AND CONDITIONS

1. DEFINITIONS

Capitalized Terms used in this Agreement shall have the following meanings:

"All-In Rate" means the greater of the Interest Rate that the Borrower pays for
Prime Based Loans (which for greater certainty includes the percent per annum
added to the Prime Rate).

"Business Day" means any day (other than a Saturday or Sunday) that the
Branch/Centre is open for business.

"Business Plan/Forecast" means, for any fiscal year, a business plan and
financial forecast in respect of the Borrower's business for such fiscal year,
in form acceptable to the Bank and certified by the Borrower's senior officer or
authorized representative.

"Branch/Centre" means the Bank branch or banking centre noted on the first page
of the Letter, or such other branch or centre as may from time to time be
designated by the Bank.

"Inventory Value" means, at the time of determination, the total value (based on
the lower of cost or market) of the Borrower's inventories that are subject to
the Bank Security (other than i) those inventories supplied by trade creditors
who at that time have not been fully paid therefor and would have a right to
repossess all or part of such inventories if the Borrower were then either
bankrupt or in receivership, (ii) those inventories comprising work in process
and (iii) those inventories that the Bank may from time to time designate in its
sole discretion) minus the total amount of any claims, liens or encumbrances on
those inventories having or purporting to have priority over the Bank.

"Face Amount" means, in respect of:

i)    a B/A, the amount payable to the holder thereof on its maturity;
ii)   a L/C or L/G, the maximum amount payable to the beneficiary specified
      therein or any other person to whom payments may be required to be made
      pursuant to such L/C or L/G.

"Letter" means the letter from the Bank to the Borrower to which this Schedule
"A" - Standard Terms and Conditions is attached.

"Letter of Credit" or "L/C" means, unless specifically limited elsewhere in this
Agreement, a documentary letter of credit or similar instrument in form and
substance satisfactory to the Bank.

"Letter of Guarantee" or "L/G" means, unless specifically limited elsewhere in
this Agreement, a stand-by letter of guarantee or similar instrument in form and
substance satisfactory to the Bank.

"Purchase Money Security Interest" means a security interest on an asset which
is granted to a lender or to the seller of such asset in order to secure the
purchase price of such asset or a loan incurred to acquire such asset, provided
that the amount secured by the security interest does not exceed the cost of the
asset and provided that the Borrower provides written notice to the Bank prior
to the creation of the security interest.

"Receivable Value" means, at any time of determination, the total value of those
of the Borrower's trade accounts receivable that are subject to the Bank
Security other than i) those accounts then outstanding for 90 days, (ii) those
accounts owing by persons, firms or corporations affiliated with the Borrower,
(iii) those accounts that the Bank may from time to time designate in its sole
discretion, (iv) those accounts subject to any claim, liens, or encumbrance
having or purporting to have priority over the Bank, (v) those accounts which
are subject to a claim of set-off by the obligor under such account, MINUS the
amount of all the Borrower's unremitted source deductions and unpaid taxes.

"Receivables/Inventory Summary" means a summary of the Customer's trade account
receivables and inventories, in form as the Bank may require and certified by
the Borrower's senior officer or authorized representative.

"US$ Equivalent" means, on any date, the equivalent amount in United States
Dollars after giving effect to a conversion of a specified amount of Canadian
Dollars to United States Dollars at the Bank's noon spot rate of exchange.

2. INTEREST RATE DEFINITIONS

Prime Rate means the rate of interest per annum (based on a 365/366 day year)
established and reported by the Bank to the Bank of Canada from time to time as
the reference rate of interest for determination of interest rates that the Bank
charges to customers of varying degrees of creditworthiness in Canada for
Canadian dollar loans made by it in Canada.

The Stamping Fee rate per annum is based on a 365/366 day year and the Stamping
Fee is calculated on the face amount of each B/A presented to the Bank for
acceptance.

LIBOR means the rate of interest per annum (based on a 360 day year) as
determined by the Bank (rounded upwards, if necessary to the nearest whole
multiple of 1/16th of 1%) at which the Bank may make available United States
dollars which are obtained by the Bank in the Interbank Euro Currency Market,
London, England at approximately 11:00 a.m. (Toronto time) on the second
Business Day before the first day of, and in an amount similar to, and for the
period similar to the interest period of, such advance.

USBR means the rate of interest per annum (based on a 365/366 day year)
established by the Bank from time to time as the reference rate of interest for
the determination of interest rates that the Bank charges to customers of
varying degrees of creditworthiness for US dollar loans made by it in Canada.

Any interest rate based on a period less than a year expressed as an annual rate
for the purposes of the Interest Act (Canada) is equivalent to such determined
rate multiplied by the actual number of days in the calendar year in which the
same is to be ascertained and divided by the number of days in the period upon
which it was based.

3. INTEREST CALCULATION AND PAYMENT

Interest on Prime Based Loans, and USBR Loans is calculated daily and payable
monthly in arrears based on the number of days the subject loan is outstanding.

The Stamping Fee is calculated based on the face amount and the term of the B/A
and is payable upon acceptance by the Bank of the B/A. The net proceeds received
by the borrower on a B/A advance will be equal to the face amount of the B/A
discounted at the Bank's then prevailing B/A discount rate for the specified
term of the B/A less the B/A Stamping Fee.


<Page>
                                      -2-


Interest on LIBOR Loans is calculated and payable on the earlier of contract
maturity or quarterly in arrears, for the number of days in the LIBOR interest
period.

L/C and L/G fees are payable at the time of issuance of the L/C or L/G.

Interest is payable both before and after maturity or demand, default and
judgment. Each payment under this Agreement shall be applied to any indebtedness
or amounts owing in any order at the sole discretion of the Bank.

All overdue amounts of principal and interest shall bear interest from the date
on which the same became due until the date of payment at the All-In Rate plus
2% per annum.

4. DRAWDOWN PROVISIONS

Prime Based and USBR Loans

There is no minimum amount of drawdown by way of Prime Based Loans and USBR
Loans, except as stated in this Agreement. The Borrower shall provide the Bank
with 3 Business Days' notice of a requested Prime Based Loan over $1,000,000.

B/As

The Borrower shall advise the Bank of the requested term or maturity date for
B/As issued hereunder. The Bank shall have the discretion to restrict the term
or maturity dates of B/As. The minimum amount of a drawdown by way of B/As is
$500,000 and in multiples of $100,000 thereafter. The Borrower shall provide the
Bank with 3 Business Days' notice of a requested B/A drawdown.

LIBOR

The Borrower shall advise the Bank of the requested LIBOR contract maturity or
interest period. The Bank shall have the discretion to restrict the LIBOR
contract maturity. The minimum amount of a drawdown by way of a LIBOR Loan is
$1,000,000, and shall be in multiples of $100,000 thereafter. The Borrower will
provide the Bank with 3 Business Days' notice of a requested LIBOR Loan.

L/C and/or L/G

The Bank shall have the discretion to restrict the maturity date of L/Gs or
L/Cs.

B/A - Prime Conversion

The Borrower will provide the Bank with at least 3 Business Days notice of the
Borrower's intention either to convert a B/A to a Prime Based Loan or vice
versa, failing which, the Bank may decline to accept such additional B/As or may
charge interest on the amount of Prime Based Loans resulting from maturity of
B/As at the rate of 115% of the rate applicable to Prime Based Loans for the 3
day period immediately following such maturity. Thereafter, the rate shall
revert to the rate applicable to Prime Based Loans.

5. OTHER REQUIREMENTS

In addition to all of the other obligations in this Agreement

a) The Borrower will:

      i)    pay all amounts outstanding to the bank when due or demanded,
      ii)   maintain the Borrower's existence as a sole proprietorship,
            corporation, partnership, or limited partnership as the case may be,
            and keep all material agreements, rights, franchises, licences,
            operations, contracts or other arrangements in full force and
            effect,
      iii)  pay all taxes,
      iv)   maintain the Borrower's property, plant and equipment in good repair
            and working condition,
      v)    continue to carry on the business now being carried on by the
            Borrower,
      vi)   maintain adequate insurance on all of the Borrower's assets,
            undertakings, and business risks, and
      vii)  permit the Bank and its authorized representatives full access to
            the Borrower's premises, business, financial and computer records
            and allow the duplication or extraction of pertinent information
            therefrom.

b) The Borrower will not:

      i)    create, incur, assume, or suffer to exist, any mortgage, deed of
            trust, pledge, lien, security interest, assignment, charge, or
            encumbrance (including without limitation, any conditional sale, or
            other title retention agreement, or finance lease) of any nature,
            upon or with respect to any of the borrower's property, now owned or
            hereafter acquired except for those Permitted Liens set out in the
            Letter,
      ii)   merge or amalgamate with any other entity or permit any change of
            ownership or change the Borrower's capital structure,
      iii)  sell, lease, assign, or otherwise dispose of all or substantially
            all of the Borrower's assets.

6. ADDITIONAL INFORMATION AND SECURITY

The Borrower will provide, or cause to be provided, whatever information the
Bank may request from time to time. The Borrower will provide, or cause to be
provided, any security or guarantees required by the Bank from time to time.

7. CURRENCY INDEMNITY

US$ loans must be repaid with US$ and CDN$ loans must be repaid with CDN$ and
the Borrower shall indemnify the Bank for any loss suffered by the Bank if US$
loans are repaid with CDN$ or vice versa, whether such payment is made pursuant
to an order of a court or otherwise.

8. TAXATION ON PAYMENTS

All payments made by the Borrower to the Bank will be made free and clear of all
present and future taxes (excluding the Bank's income taxes), withholdings or
deductions of whatever nature. If these taxes, withholdings or deductions are
required by applicable law and are made, The Borrower shall, as a separate and
independent obligation, pay to the Bank all additional amounts as shall fully
indemnify the Bank from any such taxes, withholdings or deductions.

9. ENVIRONMENTAL REPRESENTATION AND UNDERTAKINGS

The Borrower represents, warrants and covenants (which representation, warranty
and covenant shall continue each day hereafter) that the Borrower's property and
business is being operated in compliance with applicable environmental, health
and safety laws and regulations and that there are no judicial or administrative
proceedings in respect thereto.

The Borrower shall, when asked by the Bank, at the Borrower's expense, obtain
and provide to the Bank and appraisal, environmental audit or inspection report
of any of the Borrower's property from appraisers, auditors or inspectors
acceptable to the Bank.

The Borrower will defend, indemnify and hold harmless the Bank, its officers,
directors, employees, agents and shareholders, against all loss, costs, claims,
damages and expenses (including legal, audit and inspection expenses) which may
be suffered or incurred in connection with the breach of this environmental
representation, warranty and covenant and against environmental damage
occasioned by the Borrower's activities or by contamination of or from any of
the Borrower's property.

10. REPRESENTATION

No representation or warranty or other statement made by the Bank concerning any
of the credit facilities shall be binding on the Bank unless made by it in
writing as a specific amendment to this letter.


<Page>
                                      -3-


11. BANK MAY CHANGE AGREEMENT

The Bank may change the provisions of this Agreement from time to time. These
changes include, without limitation, changes to the Credit Limit, interest rate,
or fees payable by the Borrower. The Bank will notify the Borrower of any change
in this Agreement by mail, hand delivery or facsimile transmission or for a
change in any interest rates or interest rate definitions by posting a notice in
all of the Bank's branches. The Bank is not required to notify a Guarantor of
any change in the Agreement, including without limitation, any increase in the
Credit Limit, Overdraft Limit or Loan Amount. If more than one person signs this
Agreement, communication with any one of one party will serve as notice to all.

12. METHOD OF COMMUNICATION

The Bank may communicate with the Borrower by ordinary, uninsured mail or other
means, including hand delivery or facsimile transmission. Mailed information is
deemed to be received by the Borrower five days after mailing. Delivered
information is deemed to be received when delivered or left at the Borrower's
address. Messages sent by facsimile are deemed to be received when the Bank
receives a fax confirmation.

13. EXPENSES

The Borrower shall pay, within 5 Business Days following notification, all fees
and expenses (including but not limited to all legal fees and expenses) incurred
by the Bank in connection with the preparation, registration and ongoing
administration of this Agreement and the Bank Security and with the enforcement
of the Bank's rights and remedies under this Agreement or the Bank Security
whether or not any amounts are advanced under the Agreement. These fees and
expenses shall include, but not be limited to, all outside counsel fees and
expenses and all in-house legal fees and expenses, if in-house counsel are used,
and all outside professional advisory fees and expenses. The Borrower shall pay
interest on unpaid amounts due pursuant to this paragraph at the All-In Rate
plus 2% per annum.

14. NON WAIVER

Any failure by the Bank to object to or take action with respect to a breach of
this Agreement or any Bank Security shall not constitute a waiver of the Bank's
right to take action at a later date on that breach. No course of conduct by
the Bank will give rise to any reasonable expectation which is in any way
inconsistent with the terms and conditions of this Agreement and the security or
the Bank's right's thereunder.

15. EVIDENCE OF INDEBTEDNESS

The Bank shall record on its records the amount of all advances made hereunder,
payments made in respect thereto, and all other amounts becoming due to the Bank
under this Agreement. The Bank's records constitute, in the absence of manifest
error, conclusive evidence of the Borrower's indebtedness to the Bank pursuant
to this Agreement.

The Borrower will sign an Indemnity Agreement for all L/Cs and L/Gs issued by
the Bank.

16. ENTIRE AGREEMENTS

This Agreement replaces any previous letter agreements dealing specifically with
the Facility. Agreements relating to other credit facilities made available by
the Bank continue to apply for those other credit facilities.

17. ASSIGNMENT

The Bank may assign or grant participation in all or part of this Agreement or
in any loan made hereunder without notice to and without the Borrower's consent.
The Borrower may not assign or transfer all or any part of the Borrower's rights
or obligations under this Agreement.

18. RELEASE OF INFORMATION

The Borrower hereby irrevocably authorizes and direct the Borrower's accountant,
(the "Accountant") to deliver all financial statements and other financial
information concerning the Borrower to the Bank and agree that the Bank and the
Accountant may communicate directly with each other.

19. USE OF INFORMATION

The word "information" means the Borrower's business and credit information and
the Guarantor's business and credit information. It includes information
provided to the Bank by the Borrower, including through the products and
services the Borrower uses, and information obtained from others.

The Borrower (and the Guarantor) agree to the use of its information as follows:

i) Use of information -- The Bank may use information to establish and serve the
Borrower as its customer, determine whether any products or services of the TD
Bank Financial Group are suitable for the Borrower and offer them to the
Borrower, or when required or permitted by law. The Bank may share information
within the TD Bank Financial Group where permitted by law;

(ii) Collection and Use of Credit Information -- THE BANK MAY OBTAIN INFORMATION
FROM PARTIES OUTSIDE THE TD BANK FINANCIAL GROUP, INCLUDING THROUGH A CREDIT
CHECK, AND VERIFY INFORMATION WITH THEM. THE BORROWER AND THE GUARANTOR
AUTHORIZE THOSE PARTIES TO GIVE THE BANK INFORMATION. The Bank may disclose
information to other lenders and credit bureaux.

The Borrower and the Guarantor may obtain the privacy code -- "Protecting Your
Privacy" -- or review its options for refusing or withdrawing this consent,
including its option not to be contacted about offers of products or services,
by contacting the Branch or calling the Bank at 1-800-9TD BANK.

*The TD Bank Financial Group means The Toronto-Dominion Bank and its
subsidiaries and affiliates providing deposit, investment, loan, securities,
trust, insurance and other products or services.

20. SET-OFF

In addition to and not in limitation of any rights now or hereafter granted
under applicable law, the Bank may at any time and from time to time without
notice to the Borrower or any other person, any notice being expressly waived by
the Borrower, set-off and compensate and apply any and all deposits, general or
special, time or demand, provisional or final, matured or unmatured, in any
currency, and any other indebtedness at any time owing by the Bank, to or for
the Borrower's credit or the Borrower's account against and on account of the
indebtedness and liability under this Agreement notwithstanding that any of them
are contingent or unmatured or in a different currency than the indebtedness and
liability under this Agreement.

When applying a deposit in a different currency than the indebtedness under this
Agreement to the indebtedness under this Agreement, the Bank will convert the
deposit to the currency of the indebtedness under this Agreement using the
Bank's noon spot rate of exchange for the conversion of such currency.

21. MISCELLANEOUS

i)    The Borrower has received a signed copy of this Agreement;
ii)   If more than one person, firm or corporation signs this Agreement as the
      Borrower, the Bank may require payment of all amounts payable under this
      Agreement for any one of them, or a portion from each, but the Bank is
      released from any of its obligations by performing that obligation to any
      one of them;
iii)  Accounting terms will (to the extent not defined in this Agreement) be
      interpreted in accordance with accounting principles established from time
      to time by the Canadian Institute of Chartered Accountants (or any
      successor) consistently applied, and all financial statements and
      information provided to the Bank will be prepared in accordance with those
      principles;
iv)   This Agreement is governed by the law of the Province or Territory where
      the Branch/Centre is located;
v)    Unless otherwise indicated, all amounts in this Agreement are in Canadian
      dollars.