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                                                                     EXHIBIT 4.6

                       GUARANTEE AND POSTPONEMENT OF CLAIM

TO: FIRST ONTARIO LABOUR SPONSORED INVESTMENT FUND LTD.

FOR VALUABLE CONSIDERATION, the undersigned, STRIKER INDUSTRIES, INC., a
corporation existing under and by virtue of the laws of the State of Delaware
(herein referred to as the "Guarantor"), to the extent permitted by applicable
law, hereby guarantees payment to FIRST ONTARIO LABOUR SPONSORED INVESTMENT FUND
LTD. (hereinafter referred to as the "Lender"), forthwith after demand as
hereinafter provided for all of the liabilities which STRIKER PAPER CANADA, INC.
(herein referred to as "Striker") has incurred or is under or may incur or be
under to the Lender pursuant to a certain subordinated loan agreement dated
March 20, 1998 made between Striker and the Lender as the same may be amended,
modified or supplemented from time to time (the "Agreement"), provided an Event
of Default (as defined in the Agreement) has occurred and shall be continuing at
the time of demand.

The liability of the Guarantor hereunder shall be limited to the sum of One
Million, Five Hundred Thousand Dollars ($1,500,000.00) in lawful money of Canada
plus any interest, fees and penalties payable to the Lender pursuant to the
Agreement, together with interest on the said sum at the rate of 20% per annum
calculated semi-annually not in advance commencing upon demand for payment
hereunder by the Lender until the amount demanded shall be paid in full.

And the Guarantor agrees:

1.       EXTENSIONS & INDULGENCES DO NOT RELEASE. That the Lender may grant
extensions of time or other indulgences, take and give up securities, accept
compositions, grant releases and discharges and otherwise deal with Striker and
the other parties and securities as the Lender may see fit, and may apply all
moneys received from Striker or others, or from securities, upon such part of
Striker's liability pursuant to the Agreement as it may think best, without
prejudice to or in any way limiting or lessening the liability of the Guarantor
under this guarantee.

2.       LENDER NOT BOUND TO EXHAUST RECOURSE. That the Lender shall not be
bound to exhaust its recourse against Striker or other parties or the securities
it may hold before being entitled to payment from the Guarantor under this
guarantee.

3.       LOSS DOES NOT DISCHARGE. That any loss of or in respect of securities
received by the Lender from Striker or any other person, whether occasioned
through the fault of the Lender or otherwise, shall not discharge pro tanto or
limit or lessen the liability of the Guarantor under this guarantee.

4.       A CONTINUING GUARANTEE. This shall be a continuing guarantee and shall
cover present liabilities (if any) of Striker to the Lender and all liabilities
incurred after the date hereof pursuant to the Agreement and shall apply to and
secure any ultimate balance due or remaining due to the Lender pursuant to the
Agreement and shall be binding as a continuing security on the Guarantor.

5.       NAME CHANGES DO NOT RELEASE. That any change or changes in the name of
Striker, shall not affect or in any way limit or lessen the liability of the
Guarantor hereunder and this guarantee shall extend to the person, firm or
corporation acquiring or from time to time carrying on the business of Striker.

6.       LIABILITIES OF AGREEMENT INCLUDED. All moneys, advances, renewals and
credits in fact borrowed or obtained from the Lender under the terms of the
Agreement shall comprise the liabilities hereby guaranteed notwithstanding any
incapacity, disability or lack or limitation of status or of power of Striker or

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of the directors, partners or agents thereof, or that Striker may not be a legal
entity, or any irregularity, defect or informality in the borrowing or obtaining
of such moneys, advances, renewals or credits; and any amount which may not be
recoverable from the Guarantor on the footing of a guarantee shall be
recoverable from the Guarantor as principal debtor in respect thereof and shall
be paid to the Lender after demand therefor as hereinafter provided.

7.       SETTLED ACCOUNTS CONCLUSIVE. That any account settled or stated by or
between the Lender and Striker shall be accepted by the Guarantor as conclusive
evidence that the balance or amount thereby appearing due by Striker to the
Lender is so due.

8.       NO RELEASE UNTIL CONTINGENCIES RESOLVED. That should the Lender receive
from the Guarantor a payment or payments in full or on account of the liability
under this guarantee, the Guarantor shall not be entitled to claim repayment
against Striker or Striker's estate until the Lender's claims against Striker
pursuant to the Agreement have been paid in full; and in case of liquidation,
winding up or bankruptcy of Striker (whether voluntary or compulsory) or in the
event that Striker shall make a bulk sale of any of Striker's assets within the
bulk transfer provisions of any applicable legislation or any composition with
creditors or scheme of arrangement, the Lender shall have the right to rank for
its full claim and receive all dividends or other payments in respect thereof
until its claim has been paid in full and the Guarantor shall continue liable,
up to the amount guaranteed, less any payments made by the Guarantor, for any
balance which may be owing to the Lender by Striker; and in the event of the
valuation by the Lender of any of its securities and/or retention thereof by the
Lender, such valuation and/or retention shall not, as between the Lender and the
Guarantor, be considered as a purchase of such securities, or as payment or
satisfaction or reduction of Striker's liabilities to the Lender, or any part
thereof.

9.       PAYMENT DUE ON DEMAND. That the Guarantor shall make payment to the
Lender of the amount of the liability of the Guarantor forthwith after demand
therefor is made in writing and such demand shall be conclusively deemed to have
been effectually made when an envelope containing it addressed to the Guarantor
at the last address of the Guarantor known to the Lender is deposited, postage
prepaid and registered, in the post office.

10.      ALL RIGHTS HEREIN IN ADDITION TO OTHER RIGHTS. This instrument is in
addition and without prejudice to any securities of any kind (including without
limitation guarantees and postponement agreements whether or not in the same
form as this instrument) now or hereafter held by the Lender.

11.      FORECLOSURE. For greater certainty, foreclosure by the Lender with
respect to a certain share pledge and proxy arrangement agreement dated March
20, 1998 between the Lender and Striker Holdings (Canada) Inc. shall extinguish
this guarantee and release the Guarantor.

12.      ENTIRE AGREEMENT. There are no representations, collateral agreements
or conditions with respect to this instrument or affecting the Guarantor's
liability hereunder.

13.      APPLICABLE LAW. This instrument shall be construed in accordance with
the laws of the Province of Ontario and the Guarantor agrees that any legal
suit, action or proceeding arising out of or relating to this instrument may be
instituted in the courts of such province, and the Guarantor hereby accepts and
irrevocably submits to the jurisdiction of such courts and acknowledges their
competence and agrees to be bound by any judgment thereof; provided that nothing
herein shall limit the Lender's right to bring proceedings against the Guarantor
elsewhere.

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14.      BENEFIT & BINDING. This instrument shall extend to and enure to the
benefit of the successors and assigns of the Lender, and shall be binding upon
the Guarantor and the heirs, executors, administrators, personal
representatives, successors and assigns of the Guarantor.

15.      RECEIPT OF COPY ACKNOWLEDGED. The undersigned hereby acknowledges
receipt of a true copy of this instrument.

GIVEN under seal at Toronto, this 20th day of March, 1998.


                                        STRIKER INDUSTRIES, INC.


                                        Per:
                                            ------------------------------------
                                            Matthew Pond




May 18, 1998