Filed by Automated Filing Services Inc. (604) 609-0244 - Response Biomedical Corp. - Exhibit 4.14






 IRREVOCABLE GUARANTEE AGREEMENT 


THIS AGREEMENT MADE EFFECTIVE AS OF THE 13TH DAY OF NOVEMBER 2002 (the "Effective Date").


 BETWEEN:


  RESPONSE BIOMEDICAL CORP., a company duly
    incorporated pursuant to the laws of British Columbia and an office at 8855
    Northbrook Court, Burnaby, British Columbia, Canada, V5J 5J1 

   (the “Company”) 



 AND:


WILLIAM J. RADVAK, 5173 Redondo Drive, North Vancouver,
    BC V7R 3K1 

  (the "Guarantor")




WHEREAS: 


 A.                    the
  Company is entering into a line of credit agreement with The Toronto-Dominion
  Bank ("the "Creditor"), evidenced by the materials attached as Schedule "A"
  for a total of US$15,000 and referred to herein as the "Credit Line ";


 B.                    the
  Guarantor has agreed to guarantee the Credit Line by providing an unconditional
  and irrevocable guarantee for the amount of US$15,000 (the "Guarantee") to The
  Toronto-Dominion Bank expiring at the office the Creditor on the close of business
  September 30, 2003; 

 C.                    the
  Guarantor has agreed to accept common share purchase warrants (the "Warrants")
  providing the Guarantor the right to purchase 17,196 common shares
  without par value (the "Shares") in the capital stock of the Company as consideration
  for providing the Guarantee, such Warrants to be exercisable at a price of Cdn
  $0.55 per Share and the total aggregate number of Shares
  calculated based on the Bank of Canada Noon Exchange Rate on the effective date
  of this agreement, of C$/US$1.5764; 

 D.                    the
  Guarantor is a person to whom the Company may issue securities pursuant to the
  exemption (the "Exemptions") provided by Multilateral Instrument #45-103 of
  the British Columbia Securities Act Rules, Regulations, Instruments or
  Notices; and 

 E.                    the
  Warrants will be issued pursuant to the Exemptions and that the Company is relying
  on the Exemptions from the requirements to provide the purchaser with a prospectus
  and to sell securities through a person registered to sell securities under
  the B.C. Securities Act and, as a consequence of acquiring securities
  pursuant to the Exemptions, certain protections, rights and remedies provided
  by the B.C. Securities Act, including statutory rights of rescission
  or damages, will not be available to the purchaser. 

                        NOW
  THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the mutual covenants
  and agreements herein contained, the receipt and sufficiency of which is hereby
  acknowledged, the parties covenant and agree with each other (the "Agreement")
  as follows: 






 - 2 -

	1.	On the basis of the representations
        and warranties of the Guarantor contained in this Agreement and subject
        to the terms of this Agreement, the Company agrees to issue the Warrants
        to or at the direction of the Guarantor as full consideration for providing
        the Guarantee.

	 	 
	2.	For the term of the Guarantee, the Company
        agrees to inform the Guarantor of the Credit Line balance by e-mail or
        fax on the last business day of each calendar month.

	 	 
	3.	This Agreement is subject to all necessary
        approvals of the TSX Venture Exchange (the "Exchange") and the B.C. Securities
        Commission (the "Regulators").

	 	 
	4.	Subject to the Creditor having first
        accepted a LC from Bank Sarasin and the Creditor and the Company executing
        the Credit Line, the Company shall deliver a warrant certificate representing
        the Warrants to the Guarantor at his address shown on the first page of
        this Agreement within ten days of receiving written notice of the last
        of the approvals of the Regulators.

	 	 
	5.	The Guarantor acknowledges that the
        Shares will be subject to a four (4) month hold period from the
        date of the issuance of the Warrants imposed by the Exchange and by the
        operation of applicable securities rules or by applicable securities regulatory
        bodies, and that a share certificate issued within four months of issuing
        the Warrants, as a result of exercising the Warrants, will bear legends
        to that effect.

	 	 
	6.	The Guarantor acknowledges that this
        Agreement is not being entered into and the Warrants are not being acquired
        by the Guarantor as a result of any material information about the Company's
        affairs that has not been publicly disclosed.

	 	 
	7.	In the event of any subdivision,
        consolidation or other change in the share capital of the Company prior
        to the issuance of the Warrants, the number of Warrants issued pursuant
        to this Agreement shall be adjusted in accordance with such subdivision,
        consolidation or other change in the share capital of the Company.

	 	 
	8. 	Time shall be of the essence in this
        Agreement.

	 	 
	9. 	This Agreement is subject to, governed
        by and construed in accordance with the laws of the Province of British
        Columbia.

	 	 
	10.	All references to funds in this Agreement
        are in Canadian funds unless otherwise noted.

	 	 
	11.	This Agreement shall enure to the benefit
        of and be binding upon the parties hereto and their respective heirs,
        executors, administrators, successors and assigns.

	 	 
	12.	The parties hereto agree to execute
        and deliver all such further documents and other writings of any kind
        whatsoever and all such further acts and things as are reasonably required
        to carry out the full intent and meaning of this Agreement.

	 	 
	13.	Whenever the singular or masculine is
        used in this Agreement the same shall be deemed to include the plural
        or the feminine or the body corporate as the context may require.

	 	 
	14.	This Agreement constitutes the entire
        agreement between the parties and there are no representations, warranties,
        covenants or agreements collateral hereto other than as contained herein.










-3- 

	15.	 This Agreement may be signed in as many counterparts
        as may be deemed necessary, each of which so signed shall be deemed to
        be an original, and all such counterparts together shall constitute one
        and the same instrument.



 IN WITNESS WHEREOF the parties have executed this written Agreement effective
  as of the Effective Date.

 SIGNED, SEALED AND DELIVERED BY

  RESPONSE BIOMEDICAL CORP. per:

/s/ Brian Richards                             
                                 

  Authorized Signatory

 Name of Signatory: Brian Richards                                 

 Title of Signatory:             Executive
  VP                          





	SIGNED, SEALED & DELIVERED	)	 
	by WILLIAM J. RADVAK in the 	)	 
	presence of: 	)	 
	 	)	 
	/s/ Robert Pilz                                                                           
	)	 WILLIAM J. RADVAK
	Signature of Witness 	)	 
	 	)	Per:
	Name:                 Robert
      Pilz                                                    	)	 
	 	)	/s/ William J. Radvak                                                                      
	                      206-1235
      Quayside Drive	)	Duly Authorized Signatory of the Guarantor
	 Address:     New Westminster, BC   V3M
      6J5                    
       	)	 
	 	)	 
	Occupation:      CFO                                                               	)	 








SCHEDULE A

	1.	Line of Credit Agreement between the Company and The Toronto-Dominion
      Bank 


 






 s12200 (1201) 

  Assignment of Term Deposits

  and Credit Balances  

                                                                                      9512
  Branch 

To:      THE TORONTO-DOMINION BANK and its subsidiaries,
  (including TD MORTGAGE CORPORATION and TD 

               PACIFIC
  MORTGAGE CORPORATION) ("TD") 

 IN CONSIDERATION of advances heretofore, now or hereafter made
  to the 

 Undersigned audlor to RESPONSE BIOMEDICAL CORP                                                                                                
  (hereinafter called the Customer), the Undersigned hereby assigns, transfers
  andd sets over to The Toronto- Dominion Bank (the "Bank") to the extent of 

FIFTEEN THOUSAND U.S. DOLLARS ____________________________
  ($15,000.00 U.S. __________ )DOLLARS all monies which are now or may
  hereafter be from time to time at the credit of the Undersigned with TD at the

___________________________________ Branch of the Bank, WHICH
  MONIES SHALL INCLUDE ANY AMOUNT AND INTEREST THEREON DUE OR ACCRUING DUE TO
  THE UNDERSIGNED PURSUANT TO ANY TERM DEPOSIT INSTRUMENT OF TD, and TD is hereby
  authorized to hold such monics as a continuing collateral security for the payment
  of the present and future indebtedness and / or liability, direct or indirect,
  by way of guarantee or otherwise, and however arising, and any ultimate, unpaid
  balance thereof of the Undersigned and / or of the Customer to the Bank; and
  TD is hereby authorized to refuse to honour any cheques or orders for the payment
  of money which the Bank may consider would impair the value of this Assignment.
  The Undersigned further authorizes TD to charge against any monies herein assigned
  any indebtedness and / or liability hereby secured as the same may become due
  and payable. 

 It is understood that if TD permits the Undersigned to make
  withdrawals from any such monies at the credit of the Undersigned, such permission
  shall be without prejudice to the rights hereby conferred upon the Bank to hold
  such tnonies as security as aforesaid or to charge against the same any indebtedness
  and / or liability hereby secured and is not to be construed as a waiver by
  the Bank of such rights. 

 The Bank may grant extensions of time or any other indulgence,
  take and give up security, accept compositions, grant releases and discharges,
  and otherwise deal with the Customer and with other parties and securities as
  the Bank may sec fit without prejudice to the indebtedness and / or liability
  of the Undersigned to the Bank or to the Bank's rights to hold or deal with
  the said monies herein assigned. The authority hereby given shall not be revoked
  by the death of the Undersigned and in the event of the death of the Undersigned
  you are hereby authorized to pay from the monies herein assigned the indebtedness
  and / or liability of the Undersigned and I or the Customer to the Bank whether
  such indebtedness and / or liability has become due and payable or not 

 THIS ASSIGNMENT shall be binding upon the heirs, executors,
  administrators and assigns of the Undersigned. The Undersigned acknowledges
  receiving a copy of this assignment. 

  

	Dated at Burnaby, BC	this 15th day of November 2002

      /s/ William J. Radvak

        WILLIAM J. RADVAK











 512400 (1201) 


GUARANTEE


 To          THE TORONTO
  DOMINION BANK  

      WHEREAS you have opened or arc
  about to open an account with 

	 	 	RESPONSE
      BIOMECIAL CORP.
	
        Do not insert address or occupation if consumers is a corporation partnership
        or proprietorship
	 	 
	 	 
	 
	 
	 
	 
	 	 	                                              ADDRESS                                            OCCUPATION
	 	 	 
	 	 	(hereinafter) called the
        "Customer") and as a condition of continuing to deal with the Customer
        or opening such account you have demanded security as hereunder written.

                    NOW
        THEREFORE, in consideration of the premises and of your opening such account
        or continuing to deal with the Customer either continuously or intermittently
        so long as you may see fit and of such advances as you make to the Customer
        or others who may discount with you the paper of the Customer, wr and
        "arh of rte hereby jointly and severally guarantees the due payment and
        discharge of the indebtedness and liability to you of the Customer howsoever
        incurred including without limitation thereto the repayment of all moneys
        advanced or which may be advanced by you to the Customer or to others
        on the faith of the paper of the Customer and all liabilities direct or
        indirect to which you may become subject as a result of malting advances
        to or dealing with the Customer and also payment of all moneys which are
        now or shall at any time or from time to time hereafter become due or
        owing from the Customer to you on the general balance of account or for
        which the Customer now is or shall at any time hereafter become liable
        to you either directly or indirectly, whether matured or not, whether
        alone or jointly with others, and whether as principal or surety and whether
        absolute or contingent, and all interest, commission, costs, charges and
        expenses which may be incurred in respect of such advances or liabilities
        or any securities therefor

	for
        a limited amount, insert provided that no sum in excess of _______ Dollars
        together with interest at the rate(e) payable by the Customer accruing
        from date of demand on the undersigned shall be recoverable hereunder.
	 	 
	 	PROVIDED
      THAT NO SUM IN EXCESS OF FIFTEEN THOUSAND ($15,000,00) US DOLLARS 
	TOGETHER
      WITH INTEREST AT THE RATE(S) PAYABLE BY THE CUSTOMER ACCRUING 
	FROM
      DATE OF DEMAND ON THE UNDERSIGNED SHALL BE RECOVERABLE HEREUNDER
	 
	 
	AND EACH PARTY who signs this agreement of guarantee
      declares that:
	 
	 
	 	 	(1)            Regardless
        of whether or not any proposed guarantor or any other person or persons
        has or have executed or shall execute this agreement or guarantee or is
        or are or -shall become in any other way responsible to you for or in
        respect of the indebtedness and liability hereby guaranteed or any past
        thereof and regardless of whether or not any other person or persons now
        or hereafter responsible to you for the indebtedness and liability hereby
        guaranteed or any part thereof whether under this guarantee or otherwise
        shall cease to be so liable, this guarantee shall be a CONTINUING GUARANTEE
        and shall be operative and binding notwithstanding that at any time or
        times the Customer's account with you may be closed or any payments from
        time to time made to you or any settlements of account effected or any
        other thing whatsoever done, suffered or permitted and that this guarantee
        shall not be determined or affected or your rights thereunder prejudiced
        by the discontinuance of this guarantee as to one or more of the undersigned
        or by the death or loss or diminution of capacity of the Customer or by
        the death or loss or diminution of capacity of any person or persons who
        has or have executed or shall execute this guarantee or who is or are
        or shall become responsible in any way for the liabilities hereby guaranteed
        or any part thereof or by any change in the name, business, membership,
        directorate, powers, objects, organization or management of the Customer,
        it being understood that where the Customer is a partnership or corporation
        this guarantee is to extend to the person or persons or corporation for
        the time being and from time to time carrying on the business now carried
        on by the Customer, notwithstanding any change or changes in the name
        or membership of the Customer's firm or in the name of the corporate Customer
        and notwithstanding any re-organization of the corporate Customer or its
        amalgamation with another or others or the sale or disposal of its business
        in whole or in part to another or others. Provided, however, that no person
        executing this guarantee sball be liable to you hereunder for any moneys
        advanced to the Customer or to others on the faith of the paper of the
        Customer (except for the indebtedness and liability of the Customer to
        you arising out of requirements of the Customer based on agreements express
        or implied made prior to the receipt by you of the notice in writing hereinafter
        mentioned) after he or his executors or administrators shall have given
        to you notice in writing of: his or their unwillingness to be liable for
        moneys thereafter advanced.

	 	 	           (2)
                   Upon
        this guarantee bearing this signature coming to your hands or of any officer,
        agent or employee of yours the same shall be deemed to be finally executed
        and delivered by him and shall not be subject to or affected by any promise
        or condition affecting or limiting his liability except as set forth as
        herein and no statement, respsentations, agreement or promise on your
        part or any officer, employee or agent of yours unless contained herein
        forms any part of this contract or has induced the malting thereof or
        shall be deemed in any way to affect his liability hereunder.

	 	 	           (3)
                   No alteration
        or waiver of this guarantee or of any of its terms, provisions or conditions
        shall be binding on you unless made in writing over the signature of a
        Vice President of yours.

	 	 	           (4)
                   You
        shall be at liberty (without in any way prejudicing or affecting your
        rights hereunder) from time to time to take such further or other security
        or securities for the indebtedness and liability hereby guaranteed or
        any part thereof as you may deem proper, and/or release, discharge, abandon
        or otherwise deal with or fail to deal with any of us or others or any
        such security or securities or any part













	 	thereof or with any security (or any part thereof)
        now held or deal with or allow any of us or others to deal with the goods
        or property covered thereby all as you may consider expedient or appropriate.
        Without limiting the generality of the foregoing or of clause (5) hereof,
        it is understood that you may, without exonerating any or all of us, give
        up or modify or abstain from perfecting or taking advantage of any such
        securities and accept or make any compositions or arrangements, and realize
        any such securities when, and in such manner and with or without notice
        as you may deem expedient. Neither you nor any of your directors, officers,
        employees or agents shall be responsible in negligence for any act taken
        or omitted to be taken by you or any of them hercundcr or in connection
        with any such securities. 

                  (5)
                   You
        may from time to time grant to the Customer or to any person or persons
        liable to you for the indebtedness and liability hereby guaranteed, or
        any part thereof, or in respect of any bill of exchange, promissory note,
        guarantee, undertaking or any instrument, paper or document now or hereafter
        representing said indebtedness and liability or any part thereof, time
        fur payment or any other indulgence and may compound with all or any of
        such persons as you shall see fit, all without in any way prejudicing
        or affecting any of your rights hereunder. 

                  (6)
                   You
        shall be at liberty (without in any way prejudicing or affecting your
        rights hereunder) to appropriate any payment made or moneys received to
        any portion of the indebtedness and liability hereby guaranteed whether
        then due or to become duo, and from time to time to revoke or alter any
        such appropriation, all as you shall from time to time in your uncontrolled
        discretion see fit.

                  (7)
                   You
        may, without demand or notice of any kind, at any time when any amount
        shall be due and payable hereunder by any of us appropriate and apply
        to any portion of the indebtedness and liability hereby guaranteed, and
        in such order of application as you may from time to time elect, any property,
        balances, credits, accounts or moneys of any of us in your possession
        or control for any purpose. 

                  (8)
                   Where
        the Customer is a corporation or partnership or any entity you shall not
        be concerned to set: or inquire into the powers of the Customer or its
        directors, partners or agents acting or purporting to act on its behalf
        and moneys, advances, renewals or credits in fact borrowed or obtained
        from you in the professed exercise of such powers shall be deemed to form
        part of the indebtedness and liability hereby guaranteed even though the
        borrowing or obtaining of such moneys, advances, renewals or credits was
        irregularly, fraudulently, defectively or informally effected or in excess
        of the powers of the Customer or of the directors, partners or agents
        thereof and notwithstanding that you have specific notice of die powers
        of the Customer or the directors, partners or agents thereof. 

                  (9)
                   The
        statement in writing of the Manager or acting Manager at the time such
        statement is given of your Branch where the Customer's account is kept
        from time to time of the indebtedness or liability of the Customer to
        you shall be binding and conclusive upon each of us, and all right to
        question in any way your present or fume method of dealing with the Customer
        or any dealing with any person or persons now or hereafter liable to you
        for the moneys and the indebtedness and liability hereby guaranteed or
        any part thereof or with any securities now or hereafter held by you or
        with any goods or property covered by such securities or any of them is
        hereby waived. Each of us hereby renounces all benefits of discussion
        and division, and you shall not be bound to exhaust your recourse against
        the Customer or other person or persons or the securities you may hold,
        nor to value such securities before requiring or being entitled to payment
        from us or any of us.

                  (10)
                 All debts and liabilities
        present and future of the Customer to us or any of us arc hereby assigned
        to you and postponed to the present and future indebtedness and liability
        of the Customer to you, and all moneys received from the Customer or for
        his account by any of us or our representatives or assigns shall be by
        him or them received in trust for you and forthwith upon receipt paid
        over to you until the Customer's indebtedness and liability to you are
        fully paid and satisfied all without prejudice to and without in any way
        limiting or lessening the liability of us to you under this guarantee.
      

                  (11)
                 Upon the bankruptcy
        or winding up or other distribution of assets of the Customer or of any
        surety or guarantor for any indebtedness or liability of the Customer
        to you, your rights shall not be affected or impaired by your omission
        to prove your claim or to prove your full claim and you may prove such
        claim as you see fit and may refrain from proving any claim and in your
        discretion you may value as you see fit or refrain fiver valuing any security
        or securities held by you without in any way releasing, reducing or otherwise
        affecting the liability to you of any party hereto and until all indebtedness
        and liability of the Customer to you have been fully paid to you, you
        shall have the right to include in your claim the amount of all sums paid
        by any of us to you under this guarantee and to prove and rank for and
        receive dividends in respect to such claim, any and all right to prove
        and rank for such sums paid by us and to receive the full amount of all
        dividends in respect thereto being hereby assigned and transferred to
        you.

                 (12)
                 Each of us hereby
        expressly waives: (a) notice of the existence or creation of all or any
        of the indebtedness and liability hereby guaranteed, (b) presentment,
        demand, notice of dishonor, protest, and all other notices whatsoever,
        and (c) all diligence in collection or protection of or realization upon
        the indebtedness and liability or any part thereof, any obligation hereunder,
        or any security for any of the foregoing. 

                  (13)
                 You may, without
        notice of any kind, sell, assign or transfer all or any of the indebtedness
        and liability hereby guaranteed, and in such event each and every immediate
        and successive assignee, transferee, or holder of all or any of the indebtedness
        and liability, shall have the right to enforce this guarantee, by suit
        or otherwise, for the benefit of such assignee, transferee or holder,
        as fully as if such assignee, transferee or holder were herein by name
        specuicaily given such nights, powers and benefits, but you shall have
        an unimpaired right, prior and superior to that of any such assignee,
        transferee or holder, to enforce this guarantee for your benefit, as to
        so much of the indebtedness and liability as you have not sold, assigned
        or transferred.

                  (14)
                 No delay on your
        part in the exercise of any right or remedy shall operate as a waiver
        thereof, and no single or partial exercise by you of any right or remedy
        shall preclude other or further exercise thereof or the exercise of any
        other right or remedy. No action of yours permitted hereunder shall in
        any way impair or affect this guarantee. For the purposes of this guarantee,
        the indebtedness and liability shall include all obligations of the Customer
        to you, notwithstanding any right or power of the Customer or any one
        else to assert any claim or defense








 



	 	respecting the invalidity or unenforceability
        of any such obligation, and no such claim or defense respecting the invalidity
        or unenforeeability of any such obligation, and no such claim or defense
        shall impair or affcct the obligations of each of us hereunder. 

                  (15)
                 The liability of
        any of us under any other guarantee or guarantees executed by any of the
        undersigned and given to you in connection with the account of the Customer
        shall not be affected by this guarantee; nor shall this guarantee affect
        or be affected by the endorsement by any of us of any note or notes of
        the Customer, the intention being that the liability of any of us under
        such other guarantee or guarantees and this guarantee, and under such
        other note or notes and this guarantee, shall be cumulative and shall
        be and remain in full force and effect. 

                  (16)
                 This guarantee shall
        be jointly and severally binding upon us (if more than one), and upon
        our heirs, legal representatives, successors and assigns. 

                  (17)
                  Each of us executing
        this guarantee shall be held and bound to you directly as principal debtor
        in respect of the payment of the amounts hereby guaranteed. Any notice
        or demand which you may wish to give may be served on any or all of us
        or his or their legal personal representatives either personally or by
        sending the same by ordinary mail in an envelope addressed to the last
        known place of address of the person to be served, and the notice so sent
        shall be deemed to be served on the day following that on which it is
        mailed.

                 (18)
                 This guarantee shall
        be construed in accordance with the laws of the Province of (1)                        British
        Columbia           
        and in any action thereon we or any of us shall be estnpped from denying
        the same; any judgement recovered in the Courts of such Province against
        any of us or his personal representatives shall be binding on him and
        on them.

                  (19)
                 Any word herein
        contained importing the singular number shall include the plural and any
        word importing the masculine gender shall include the feminine gender
        and any word importing a person shall include a corporation and a partnership
        firm and any entity. 

                  (20)
                 In this guarantee
        where the context so admits any reference to "you", "your" or "yours"
        includes successors and assigns and any entity with which you may amalgamate.
      
	 	

        

        

        

        

        

        

      

      

        

        

        

        (t) Insert Province  where Customer's account is kept.






Each of the, undersigned acknowledges receipt of a copy of the within guarantee.


 Dated at Burnaby, BC       this 15th
       day of      November                ,
  2002

                                                                                  
  (month)                        (year)


 NOTE: Unless otherwise stipulated herein this guarantee is
  a CONTINUING GUARANTEE for existing and future indebtedness and liability of
  the Customer to the Bank, and this guarantee is not confined to any particular
  indebtedness or liability of the Customer to the Bank.

WITNESS the respective hands and seals of the parties executing
  this guarantee.

SIGNED, SEALED AND DELIVERED

	in the presence of	SIGNATURE AND SEAL
	 	 	 
	/s/
      Robert Pilz	/s/ William J. Radvak	{SEAL}
	 	WILLIAM J. RADVAK	 
	 	 	{SEAL}
	 	 	 
	 	 	{SEAL}
	 	 	 
	 	 	{SEAL}
	 	 	 
	 	 	{SEAL}
	 	 	 
	 	 	{SEAL}
	 	 	 
	 	 	{SEAL}