Filed by Automated Filing Services Inc. (604) 609-0244 - Response Biomedical Corp. - Exhibit 4.13






 IRREVOCABLE GUARANTEE AGREEMENT 


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



BETWEEN:



  
    
       RESPONSE BIOMEDICAL CORP., a company
        incorporated under the laws of British Columbia having its head office
        at 8855 Northbrook Court, Burnaby, British Columbia, V5J 5J1 

       (the "Company") 

    

  




AND:



  
    
       AVENIR CAPITAL CORP. of 300 - 808 First St. SW
        Calgary, AB T2P 1M9 

      (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$50,000 and referred to herein as the "Credit Line ",
  contingent upon the issuance of a suitable standby letter of credit ("LC") to
  the Creditor by The Royal Bank of Canada; 

 B.                    the
  Guarantor has agreed to guarantee the LC by providing an unconditional and irrevocable
  guarantee for the amount of US$50,000 (the "Guarantee") to The Royal Bank of
  Canada 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 57,323 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
  $0.55 per Share, and the total aggregate number of Shares
  calculated based on the Bank of Canada Noon Exchange Rate on the effective date
  of this agreement, of C$IUS$1.5764,; 

 D.                    
  the Guarantor is a person to whom the Company may issue securities pursuant
  to the exemption (the "Exemptions") provided by MI 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/ Bill Radak                                                                       

  Authorized Signatory

 Name of Signatory:           Bill
  Radak                               

 Title of Signatory:             President
  & CEO                  



	SIGNED, SEALED & DELIVERED ) by AVENIR	)	 
	CAPITAL CORP. ) in the presence of:	)	 
	 	)	 
	/s/ Jacquie Shivak                                                                    
	)	AVENIR CAPITAL CORP.
	Signature of Witness 	)	 
	 	)	Per: Richard Grafton
	Name:                 Jacquie
      Shivak                                              	)	 
	 	)	 
	 Address:           Calgary,
      AB                                                  
       	)	/s/ Richard Grafton                                                          
	 	)	 
	Occupation:      Controller                                                     	)	Duly Authorized Signatory of the Guarantor









SCHEDULE A

	1.	Standby Letter of Credit issued by National Bank of Canada
      to The Toronto-Dominion Bank
	 	 
	2.	Line of Credit Agreement between the Company and The Toronto-Dominion
      Bank








 



	RPT762	TORONTO DOMINION BANK	PAGE 1
	GATE: 03/Q1/93	LETTERS OF CREDIT	 
	TIME: 18:02:08	INTERNATIONAL CENTRE - VANCOUVER	 
	 	MT 760	 


 

	RECEIVED FROM    :     BNDCCAMMAINT35255	1722	03T80MCATTCVAN49712
	NATIONAL BANK OF CANADA	1722	O3BNDCCAMMAINT35255
	MONTRAL, QUEBEC	760	 02
	GUARANTEE  	 	 


 

	27   :   SEQUENCE OF TOTAL	:   1/1
	20   :   TRANSACTION
      REFERENCE NOMBER	:   504-02-0009938
	30   :   DATE	:   03/01/03
	 77C:   DETAILS OF' GUARANTEE
    	:   *






BENEFICIARY :
 TORONTO DOMINION BANK 

    2ND FLOOR 

    700 WEST GEORGIA STREET 

    VANCOUVER, BC 

    V7Y IA2 

   CARE OF: 

    KATHRIN TEICHRIES, ANALYST 

    TRANSIT:  94016 

    PHONE:   404-854-3318 

    FAX:  604-654--3489 

   WE ARK PLEASED TO INFORM YOU THAT, AT THE REQUEST OF AVENIR
    CAPITAL CORPORATION, 808, 1 STREET SW, SUITE 300, CALGARY (ALBERTA) T2P 1M9
    (HEREINAFTER CALLED THE 'APPLICANT') WE HEREBY OPEN IN YOUR FAVOUR OUR IRREVOCABLE
    STANDBY LETTER OF CREDIT NO. 504-02-0009938 FOR THE AMOUNT OF USD50,000.00
    (FIFTY THOUSAND AND 00/100 UNITED STATES DOLLARS) IN RESPECT OF BANKING FACILITIES
    GRANTED OR TO BE GRANTED BY YOU TO RESPONSE BIOMEDICAL CORP. , 8855 NORTHBROOK
    COURT, BURNABY (BRITISH COLUMBIA) V5J 5JI (Hereinafter CALLED THE. 'CUSTOMER'
    ) .

   THIS STANDBY LETTER OF CRED1T IS AVAILABLE AT DEMAND AGAINST
    YOUR CLAIM ON US BY AUTHENTICATED TELEX OR SWIFT MESSAGE INDICATING THE AMOUNT
    DEMANDED AND STATING: 

   QUOTE 

    MONIES DRAWN PURSUANT TO NATIONAL BANK OF CANADA STANDBY LETTER OF CREDIT
    ND. 504--02-0009938 REPRESENT OUTSTANDING AND UNPAID PRINCIPAL AND INTEREST
    DUE AND OWING, CALCULATED UP TO THE VALUE DATE OF THE PRESENT DEMAND , IN
    CONNECTION WITH AN AGREEMENT BETWEEN RESPONSE BIOMEDICAL CORP, AND TORONTO-DOINION
    BANK. 

    UNQUOTE 

   PARTIAL DRAWINGS ARE ALLOWED HEREUNDER, 


 *** CONTINUED *** 





 



	RPT762	TORONTO DOMINION BANK	PAGE 2
	GATE: 03/Q1/93	LETTERS OF CREDIT	 
	TIME: 18:02:08	INTERNATIONAL CENTRE - VANCOUVER	 
	 	MT 760	 



  

    

    THIS STANDBY LETTER OF CREDIT IS NEITHER TRANSFERABLE NOR ASSIGNABLE AND SHALL
    EXPIRE ON SEPTEMBER 30, 2003 (17:00 MONTREAL TIME) AT THE COUNTERS OF NATIONAL
    BACK OF CANADA. 

  PAYMENT UNDER THIS STANDBY LETTER OF CREDIT SHALL BE EFFECTED
    WITHOUT ANY DEDUCTIONS WHATSOEVER BY TELEGRAPHIC TRANSFER TO AN ACCOUNT NOMINATED
    BY YOU IN YOUR CLAIM. 

   ALL BANK CHARGES RELATED THIS STANDBY LETTER OF CREDIT ARE
    FOR THE ACCOUNT OF THE APPLICANT, 

   THIS STANDBY LETTER OF CREDIT IS SUBJECT TO THE UNIFORM
    CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION), INTERNATIONAL
    CHAMBER OF COMMERCE, PUBLICATION NO. 500. 

   NATIONAL BANK OF CANADA 

    C. DUGUAY               C.
    CHEVRIER 

    INTERNATIONAL COMMERCIAL OPERATIONS

    LETTERS OF GUARANTEE SECTOR 

    600 DE LA GAUCHETIERE STREET WEST, 5TH FLOOR 

    MONTREAL (QUEBEC) CANADA H3E 4L3

    SWIFT : BNL1CCAMMINT 

    TELEX : 05-25181 NABACAN MTL. 

    TEL: (514) 394-8934/8162 


 

 

-MAC/90A51E41

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