Filed by Automated Filing Services Inc. (604) 609-0244 - Response Biomedical Corp. - Exhibit 4.11






 



November 21, 2002


 Response Biomedical Corp 

  8855 Northbrook Crt 

  Burnaby, BC V5J 5J1 CAN 


Attn: William Radvak and Robert Pilz



Dear Sirs:


	DEMAND OPERATING FACILITY AGREEMENT




	This Agreement Between: 	The Toronto-Dominion Bank (the "Bank"), through
      its TD Tower Commercial Banking Centre Branch, in 700 Georgia Street W.
      Vancouver, B.C..
	 	 	 
	 	And
	 	 	 
	Borrower's Legal Name:	Response Biomedical Corp.
	 	(herein called "the Borrower")
	 	 	 
	Borrower's Address:	8855 Northbrook Court, Burnaby, BC V5J 5J1.
	 	 	 
	is made as of:	November 21, 2002
	 	 	 
	Whereas:	(i)	the Bank has agreed to establish a revolving demand credit
      facility (the "Facility")
	 	 	 
	 	(ii)	the Facility will operate on the basis established in this
      Commercial Banking Demand Operating Facility Agreement including without
      limitation the Standard Terms and Conditions attached as Schedule "A" (the
      "Agreement"), the terms of which may be changed by the Bank from time to
      time at the Bank's sole discretion;
	 	 	 
	In consideration of the Bank establishing the Facility,
      the Borrower hereby agrees with the Bank to the following terms and conditions:
	 	 	 
	CREDIT LIMIT	Amounts outstanding under the Facility will at
      all times be the lesser of
	 	 	1a) USD$500,000 [or its CDN$ Equivalent]
	 	 	I b) USD$665,000 [or its CDN$ Equivalent]
	 	 	net of a USD$25,000 interest reserve which is to be held
      back from the combined loan limit of Facility 1a and 1b, at all times.
	 	 	 
	PURPOSE	The Borrower will use the Facility to fund working
      capital.
	 	 	 
	BORROWING	 	 
	OPTIONS	The Bank will make the Facility available by way
      of:
	 	 	•     Prime Rate Based Loans
      in CDN$ ("Prime Based Loans")
	 	 	•     United States Base Rate
      Loans in US$ ("USBR Loans")
	INTEREST RATES	 	 
	AND STAMPING	 	 
	FEES	For the Borrowing Options available to the Borrower,
      interest rates and fees are as follows:








 



	 	 	 
	 	 	•     Prime Based Loans -
      Prime Rate + 0.00% per annum
	 	 	•     USBR Loans - USBR +
      0.00% per annum
	 	 	 
	 	 	Information on Interest Rate Definitions, Interest Calculations
      and Payment is set out in the Schedule "A" attached hereto.
	 	 	 
	ARRANGEMENT	 	 
	FEE	 	For Facility I b:
	 	 	The Borrower will pay a non-refundable arrangement fee of:
	 	 	 
	 	 	USD$750 -Commercial Banking Arrangement Fee and Letter of
      Credit set-up fees:
	 	 	50 bps per annum, minimum USD$250 per Bank Sarasin and Royal
      Bank Letter of Credit
	 	 	40 bps per annum, minimum USD$250 per Wells Fargo Letter
      of Credit
	 	 	 
	 	 	prior to the first drawdown hereunder.
	 	 	 
	ANNUAL RENEWAL	 	 
	FEE	 	For Facility 1a and Facility lb combined: CAD$250
	 	 	 
	DRAWDOWN	 	For Facility 1a:
	 	 	As required via overdraft up to USD$500,000, net of a USD$25,000
      interest reserve which is to be held back from the combined loan limit of
      Facility 1 a and I b, at all times.
	 	 	 
	 	 	For Facility 1 b:
	 	 	As required via overdraft up to USD$665,000, net of a USD$25,000
      interest reserve which is to be held back from the combined loan limit of
      Facility 1 a and 1 b, at all times.
	 	 	 
	 	 	The Borrower will follow the provisions set out in this Agreement
      with respect to Notice periods, minimum amounts of draws, and interest periods,
      and applicable terms.
	 	 	 
	OVERDRAFTS	 	The Borrower will have access to Prime Based Loans in CAD
      and United States Base Rate Loans in USD via overdraft from Current Account
      Number 9699-0630562 and/or 9512-7306363 at Branches #9512 and #9699 (the
      "Current Account") up to the Credit Limit.
	 	 	 
	 	 	The total of CDN$ loans and CDN equivalent of USBR Loans
      via overdrafts can not exceed the limits defined under "Credit Limit" above.
	 	 	 
	REPAYMENT	 	The Borrower agrees to repay the Bank on demand. If the Bank
      demands repayment, the Borrower will pay to the Bank all amounts outstanding
      under the Facility, including without limitation, as applicable, the amount
      of all unmatured B/As and the amount of all drawn and undrawn L/Gs and L/Cs.
      All costs to the Bank and all loss suffered by the Bank in re-employing
      the amounts so repaid will be paid by the Borrower.
	 	 	 
	 	 	In absence of prior demand, Facility 1 a is to be repaid
      in full on or before June 15, 2003.
	 	 	In absence of prior demand, Facility 1 b is to be repaid
      in full on or before September 15, 2003.








 



	SECURITY	The Borrower will provide the following security
      to support all of its present and future indebtedness and liability to the
      Bank including without limitation indebtedness and liability under guarantees,
      foreign exchange contracts, cash management products, and derivative contracts:
	 	 	 
	 	For Facility 1a:
	 	a)	Irrevocable Standby Letter of Credit - USD$500,000 issued
      by Bank Sarasin of Basel Switzerland in favour of TD Bank, Global Trade
      Finance and Financial Institutions, expiring June 30, 2003.
	 	 	 
	 	For Facility 1 b:
	 	a)	Irrevocable Standby Letter of Credit - USD$500,000 issued
      by Bank Sarasin of Basel Switzerland in favour of TD Bank, Global Trade
      Finance and Financial Institutions, expiring September 30, 2003;
	 	b)	Irrevocable Standby Letter of Credit - USD$100,000 issued
      by Wells Fargo, California, USA in favour of TD Bank, Global Trade Finance
      and Financial Institutions, expiring September 30, 2003;
	 	c)	Irrevocable Standby Letter of Credit - USD$50,000 issued
      by The Royal Bank of Canada in favour of TD Bank, Global Trade Finance and
      Financial Institutions, expiring September 30, 2003;
	 	d)	Guarantee- limited to USD$15,000 - from William J. Radvak,
      supported by: i) Assignment of Term Deposits and Balances in the amount
      of USD$15,000.
	 	 	 
	 	All persons and entities required to provide
      a guarantee shall be referred to herein individually as a "Guarantor" and
      collectively as the "Guarantors".
	 	 	 
	 	All of the above security and guarantees shall
      be referred to collectively in this Agreement as "Bank Security". The security
      will be registered in first position, and will be on the Bank's standard
      form, supported by resolutions and solicitor's opinion, all acceptable to
      the Bank.
	 	 	 
	REPORTING	 	 
	REQUIREMENTS	The Borrower will provide:
	 	a)	annual audited financial statements within 120 days of fiscal
      year end and management prepared quarterly financial statements within 60
      days of each fiscal quarter-end (Q1, Q2, and Q3, respectively). 
	 	 	 
	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:
	 	1)	EDI Facility- limit of CAD5,000 secured by an Assignment
      of Term Deposit and Balances in the amount of CAD$5,000
	 	 	 
	 	The Ancillary Facilities may be subject to the
      terms of a Master Agreement and the terms of such Master Agreement shall
      govern all transactions entered into under such facilities.
	 	 	 
	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.
	 	 	 
	AVAILABILITY	 	 
	OF THE FACILITY	The Borrower acknowledges that the Facility is
      uncommitted and is not automatically available upon satisfaction of the
      terms and conditions, including without limitation the financial tests set
      out herein.
	 	 	 
	 	The Bank can demand repayment and cancel the availability
      of the Facility at any time.












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 December 6, 2002.



Yours truly,



THE TORONTO-DOMINION BANK: 


	/s/ Simon Tan	 	T
      829	 	/s/ David Hurner	 	H
      732
	Simon Tan	 	Signing	 	David Hurner	 	Signing
	Relationship Manager	 	No.	 	Manager, Commercial Credit	 	No.



Response Biomedical Corp. 


 The Terms and Conditions of this Agreement, including the attached Schedule
  "A" are acknowledged and accepted by the Borrower. The following persons have
  the capacity to bind the Borrower.

Borrower's authorized officers or representatives:

	/s/ Robert Pilz	 	/s/ Brian Richards
	Signature 	 	Signature
	 	 	 
	Robert Pilz	 	Brian Richards, EVP
	 Print Name and Position 	 	Print Name and Position
	 	 	 
	11/25/02	 	11/25/02
	Date 	 	Date











 cc. Guarantor(s)- William Radvak


  The Bank is providing the guarantor(s) with a copy of this letter as a courtesy
    only. The delivery of a copy of this letter does not create any obligation
    of the Bank to provide the guarantor(s) with notice of any changes to the
    credit facilities, including without limitation, changes to the terms and
    conditions, increases or decreases in the amount of the credit facilities,
    the establishment of new credit facilities or otherwise. The Bank, may, or
    may not, at its option, provide the guarantor(s) with such information, provided
    that the Bank will provide such information upon request of the guarantor.
  

    







 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. 

 UC and/or L/G  

  The Bank shall have the discretion to restrict the maturity date of UGs 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 the Borrower will:


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



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 its 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 its capital structure, and
	 	(iii)	sell, lease, assign, or otherwise dispose of all or substantially
      all of its 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 its 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 its expense, obtain and provide to the Bank an appraisal, environmental audit or inspection report of any of its 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 the Agreement. 

 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, electronic mail 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 Person 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, electronic mail 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. Electronically delivered information is deemed to be received
  when sent. Messages sent by facsimile are deemed to be received when the Bank
  receives a fax confirmation. 

 13. EXPENSES  

  The Borrower shall pay all fees and expenses (including but not limited to all
  legal fees) 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 and 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
  expenses and all in-house legal expenses, if in-house counsel are used, and
  all outside professional advisory 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 Bank Security
  or the Bank's rights 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.



With respect to chattel mortgages taken as Bank Security, this Agreement is the Promissory Note referred to in same chattel mortgage, and the indebtedness incurred hereunder is the true indebtedness secured by the chattel mortgage.


 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 its rights or obligations under this Agreement.


 18. RELEASE OF INFORMATION  

  The Borrower hereby irrevocably authorizes and directs its accountant, (the
  "Accountant") to deliver all financial statements and other financial information
  concerning the Borrower to the Bank and agrees 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 and Guarantors, 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 TO 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 bureaus.


 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. 

 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 apply any and all deposits, general or special,
  time or demand, provisional or final, matured or unmatured, in any currency,
  and any other indebtedness or amount payable by the Bank (irrespective of the
  place of payment or booking office of the obligation), to or for the Borrower's
  credit of 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 or other obligation in a different currency than the indebtedness under this Agreement to the indebtedness under this Agreement, the Bank will convert the deposit or other obligation to the currency of 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 from 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 stated otherwise, all amounts referred to herein are
      in Canadian dollars.



 




 

 

December 31, 2002 

 Response Biomedical Corp 

  8855 Northbrook Crt 

  Burnaby, BC V5J 5J1 

 Attn: Robert Pilz 

Dear Sirs 

	DEMAND OPERATING FACILITY AGREEMENT AMENDMENT




	This Amending Agreement between:	The Toronto-Dominion Bank (the "Bank"), through
      its TD Tower Commercial Banking Centre Branch, in 700 Georgia Street W.
      Vancouver, B.C.. And
	 	 	 
	Borrower's Legal Name:	Response Biomedical Corp. (herein called "The
      Borrower")
	 	 	 
	Borrower's Address:	8855 Northbrook Court, Burnaby, BC V5J 5J1.
	 	 	 
	is made as of:	December 31, 2002
	 	 	 
	Whereas:	(i)	 the Bank has agreed to establish a revolving demand credit
      facility (the "Facility") as per the Demand Operating Facility Agreement
      dated November 21, 2002 which together with Schedule"A" of the Demand Operating
      Facility Agreement comprise the "Agreement".
	 	 	 
	 	In consideration of the Bank continuing to make
      the Facility available, The Borrower hereby agrees with the Bank to the
      following amendments to the terms and conditions of the Agreement:





	SECURITY	The Borrower will provide the following security to support
      all of its present and future indebtedness and liability to the Bank including
      without limitation indebtedness and liability under guarantees, foreign
      exchange contracts, cash management products, and derivative contracts:
	 	 	 
	 	For Facility 1a:
	 	a)	Irrevocable Standby Letter of Credit - USD$500,000 issued by Bank Sarasin
      of Basel Switzerland in favour of TD Bank, Global Trade Finance and Financial
      Institutions, expiring June 30, 2003.









 



	 	For Facility 1 b:
	 	a)	Irrevocable Standby Letter of Credit - USD$500,000 issued
      by Bank Sarasin of Basel Switzerland in favour of TD Bank, Global Trade
      Finance and Financial Institutions, expiring September 30, 2003;
	 	b)	Irrevocable Standby Letter of Credit - USD$100,000 issued
      by Wells Fargo, California, USA in favour of TD Bank, Global Trade Finance
      and Financial Institutions, expiring September 30, 2003;
	 	c)	Irrevocable Standby Letter of Credit - USD$50,000 issued
      by The National Bank of Canada in favour of TD Bank, Global Trade Finance
      and Financial Institutions, expiring September 30, 2003;
	 	d)	Guarantee- limited to USD$15,000 - from William J. Radvak,
      supported by: i) Assignment of Term Deposits and Balances in the amount
      of USD$15,000.
	 	 	 
	 	All persons and entities required to provide a
      guarantee shall be referred to herein individually as a "Guarantor" and
      collectively as the "Guarantors".
	 	 	 
	 	All of the above security and guarantees shall
      be referred to collectively in this Agreement as "Bank Security". The security
      will be registered in first position, and will be on the Bank's standard
      form, supported by resolutions and solicitor's opinion, all acceptable to
      the Bank.
	 	 	 
	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: 
	 	 	 
	 	1)	EDI Facility- limit of CAD$2,500 secured by an Assignment
      of Term Deposit and Balances in the amount of CAD $2 500.
	 	 	 
	 	The Ancillary Facilities may be subject to the
      terms of an agreement, including without limitation, a master agreement
      or cardholder agreement and the terms of such other agreement shall govern
      all transactions entered into under such facilities.
	 	 	 
	OTHER TERMS	 	 
	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.
	 	 	 
	AVAILABILITY OF	 	 
	THE FACILITY	The Borrower acknowledges that the Facility is
      uncommitted and is not automatically available upon satisfaction of the
      terms and conditions, including without limitation the Financial Tests set
      out herein.
	 	 	 
	 	The Bank can demand repayment and cancel the availability
      of the Facility at any time.











 Unless otherwise stated, the amendments outlined above are in addition to
  the Terms and Conditions of the existing Agreement. All other terms and conditions
  remain unchanged. We ask that you acknowledge your agreement to these amendments
  by signing and returning the attached duplicate copy of this Amending Agreement
  to the undersigned. The amendments will not come into force unless the duplicate
  of this Amending Agreement is received by the Bank on or before January
  31, 2003.  


Yours truly,


 TTHE TORONTO-DOMINION BANK:  

	/s/ Simon Tan	 	T
      829	 	/s/
      David Hurner	 	H
      732
	Simon Tan	 	Signing	 	David Hurner	 	Signing
	Relationship Manager	 	No.	 	Manager, Commercial Credit	 	No.


 Response Biomedical Corp. 

 The Terms and Conditions of this Agreement, including the attached Schedule
  "A" are acknowledged and accepted by the Borrower. The following persons have
  the capacity to bind the Borrower. 

 Borrower's authorized officers representatives: 

	/s/ Robert Pilz	 	/s/ Brian Richards
	Signature 	 	Signature
	 	 	 
	Robert Pilz	 	Brian Richards, EVP
	 Print Name and Position 	 	Print Name and Position







 



	FAX 	             Linda                                                                                     

                     604-412-9830                                                                        

                     Kathrin                                                                                 

                     Banking
        Agreements                                                         

                     DATE:     July
        21, 2003                                                       

      	




June 18, 2003 

 Response Biomedical Corp 

  8855 Northbrook Crt 

  Bumaby, BC V5J 5J1 

 Attn: Bill Radvak, John Meekison 


Dear Sirs


	DEMAND OPERATING FACILITY AGREEMENT AMENDMENT




	This Amending	 	 
	Agreement between:	The Toronto-Dominion Bank (the "Bank"),
      through its TD Tower Branch Commercial Banking centre branch, in 700 Georgia
      Street W., Pacific Centre.
	 	 	 
	 	and
	 	 	 
	Borrower's Legal Name:	Response Biomedical Corp (herein called
      "The borrower")
	 	 	 
	Borrower's Address:	8855 Northbrook Crt, Burnaby, BC,
      VSJ 5J1.
	 	 	 
	Whereas:	(i)	the Bank has agreed to establish a revolving demand credit
      facility (the "Facility") as per the Demand Operating Facility Agreement
      dated November 21, 2002 which together with Schedule "A" of the Demand Operating
      Facility Agreement comprise the "Agreement".
	 	 	 
	 	(ii)	the Agreement was subsequently amended by way of (a) Demand
      operating Facility Amending agreement dated December 31, 2002 which together
      with the Agreement now comprise the "Agreement".
	 	 	 
	In consideration of the Bank continuing to make
      the Facility available, The Borrower hereby agrees with the Dank to the
      following amendments to the terms and conditions of the Agreement: ,
	 	 	 
	CREDIT LIMIT:	Amounts outstanding under the Facility
      will at all times be the lesser of:
	 	 	1a) USD$1,515,000 [or its CDN $ Equivalent]
	 	 	1 b) USD$150,000 [or its CDN$ Equivalent]
	 	net of a USD$37,500 interest/exchange
      rate reserve which is to be held back from the combined loan limit of Facility
      1a and 1b, at all times.








 



	DRAWDOWN	For Facility 1a;
	 	As required via overdraft up to
      USD$1,915,000, net of a USD$,37,500 interest reserve which is to be held
      back from the combined loan limit of Facility 1a and 1b, at all times.
	 	 	 
	 	For Facility 1b:
	 	As required via overdraft up try USD$150,000,
      net of a USD$37,800 interest reserve which is to be held back from the combined
      loan limit of Facility 1a and 1 b, at all times.
	 	 	 
	 	The borrower will follow the provisions
      set out in this Agreement with respect to Notice periods, minimum amounts
      of draws, and interest periods, and applicable terms.
	 	 	 
	REPAYMENT	The Borrower agrees to repay the Bank
      an demand. If the Bank demands repayment, the Borrower will pay to the Bank
      all amounts outstanding under the Facility, including without limitation,
      as applicable, the amount of all unmatured B/As and the amount of all drawn
      and undrawn L/Gs and L/Cs. All costs to the Bank and all loss suffered by
      the Bank in re-employing the amounts so repaid will be paid by the Borrower.
	 	 	 
	 	In absence of prior demand, Facility
      la is to be repaid in full on or before June 15, 2004. In absence of prior
      demand, Facility 1 b is to be repaid in full on or before September 15,
      2003.
	 	 	 
	EXTENSION	 	 
	FEE	The Borrower will pay a non-refundable
      confirmation fee of 0.5°% for Facility #1a to TD Global Trade Finance
      prior to the first drawdown hereunder,
	 	 	 
	SECURITY	The Borrower will provide the following
      security to support all of its present and future indebtedness and liability
      to the Bank including without limitation indebtedness and liability under
      guarantees, foreign exchange contracts, cash management products, and derivative
      contracts:
	 	 	 
	 	For Facility 1a:
	 	a)	Irrevocable Standby Letter of Credit -.USD$500,000 issued
      by Bank Sarasin of Basel Switzerland in favour of TD Bank, Global Trade
      Finance and Financial Institutions, expiring June 30 2004.
	 	b)	Irrevocable Standby Letter of Credit - USD$1,000,000 issued
      by Bank Sarasin of Basel Switzerland in favour of TD Bank, Global Trade
      Finance and Financial Institutions, expiring June 30 2004.
	 	c)	 Guarantee - limited to USD$15,000 - from William J. Radvak,
      supported by:
	 	 	i)     Assignment of Term Deposits
      and Balances in the amount of USD$15,000.
	 	 	 
	 	For Facility 1 b;
	 	a)	Irrevocable Standby Letter of Credit- USD$100,000 issued
      by Wells Fargo, California, USA In favour of TD Bank, Global Trade Fln2nce
      and Financial Institutions, expiring September 30, 2003;
	 	b)	Irrevocable Standby Letter of Credit- USD$50,000 Issued by
      The National Bank of Canada In favour of TD Bank, Global Trade Finance and.
      Financial Institutions, expiring September 30, 2003:
	 	 	 
	 	All persons and entities required, to provide'
      a guarantee shall be referred to herein individually as a "Guarantor" and
      collectively as the "Guarantors".
	 	 	 
	 	All of the above security and guarantees shall
      be referred to collectively in this Agreement as “Bank Security”.
      The security will be registered in first position, and will be on the Bank's
      standard form, supported by resolutions and solicitor's opinion, all acceptable
      to the Bank.
	 	 	 
	AVAILABILITY	 	 
	OF THE FACILITY	The Borrower acknowledges that the Facility is
      uncommitted and is not automatically available upon satisfaction of the
      terms and conditions, including without limitation the Representations &
      Warranties, Positive Covenants, Negative Covenants, or Financial Covenants
      set out herein..
	 	 	 
	 	The Bank can demand repayment and/or 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.


 Unless otherwise stated, the amendments outlined above are in addition to
  the Terms and Conditions of the existing Agreement. All other terms and conditions
  remain unchanged. We ask that you acknowledge your agreement to these amendments
  by signing and returning the attached duplicate Copy of this Amending Agreement
  to the undersigned, The amendments will not come into force unless the duplicate
  of this Amending Agreement is received by the Bank on or before June 30,
  2003. 

 Yours truly,

 THE TORONTO-DOMINION BANK  

	/s/ Simon Tan	 	/s/ David Hurner
	Simon Tan	 	David Hurner
	Relationship Manager	 	Manager, Commercial Credits


 Response Biomedical Corp.  

 The foregoing is acknowledged and accepted by the Borrower. The following
  persons have the capacity to bind the Borrower. 

 Borrower's authorized officers or representatives: 

	/s/ Bill Radvak	 	/s/ John Meekison
	Signature 	 	Signature
	 	 	 
	 Bill Radvak, CEO	 	John Meekison
	 Print Name and Position 	 	Print Name and Position
	 	 	 
	June 20, 2003	 	June 20, 2003
	Date 	 	Date










Attn: Simon Tan / Kathrin

Trans. No.: 3489

 

FILE COPY 



  THE TORONTO DOMINION BANK 

  GLOBAL TRADE FINANCE AND FTNANCIAL INSTITUTIONS 

  EXPORT LETTERS OF CREDIT DEPARTMENT 

  P.O. BOX 10003 PACIFIC CENTRE 

  480 - 700 WEST GEORGIA STREET 

  VANCOUVER, B.C. V7Y 1A2 

  TELEPHONE: (604) 654-3130 FAX: (604) 654-3978 

 NOTIFICATION OF IRREVOCABLE DOCUMENTARY CREDIT 

OUR REFERENCE: S814729 

DATE: 13 MAY, 2003 

 BENEFICIARY:                         
                           
                             A/C
  RESPONSE BIOMEDICAL CORP.

  TORONTO DOMINION BANK 

  499 GRANVILLE & PENDER STREET 

  VANCOUVER, B.C. V6C 1V3 

  ATTN: SIMON TAN/KATHRIN TEICHRIES 



ISSUING BANK: 

  BANK SARASIN AND CO. LTD. 

  ELISABETHENSTRASSE 62 

  POSTFACH CH-4002 

  BASEL, SWITZERLAND 



ISSUING BANK REFERENCE NO. 5917


 AMOUNT: U.S. DOLLARS 500,000.00 




DEAR SIR(S):



AT THE REQUEST OF OUR CORRESPONDENT, WE ENCLOSE AMENDMENT NO. 001 TO THE ABOVE -MENTIONED STANDBY LETTER OF CREDIT.



THE VALIDITY OF THIS CREDIT IS EXTENDED TO JUNE 30, 2004. WE HAVE OBTAINED CREDIT APPROVAL FOR THE EXTENDED PERIOD AND OUR INTERNAL CONFIRMATION (OPTION *2) PROVIDED TO YOUR BRANCH IS ALSO EXTENDED TO JUNE 30, 2004.



WE SHALL CHARGE YOU FOR OUR COMMITMENT FEE AT 0.5 PERCENT (USD 2,500.00) PER ANNUM (ISSUING BANK A/C RATING *4A).


 WE ARE PLEASED TO ANSWER ANY QUESTIONS YOU MAY HAVE CONCERNING THE CREDIT
  AND TO ASSIST YOU IN OBTAININ PAYMENT. PLEASE FEEL


THIS NOTIFICATION CONSISTS OF TWO (2) PAGES







 THE TORONTO DOMINION BANK, GLOBAL TRADE FINANCE - VANCOUVER
  

  NOTIFICATION OF IRREVOCABLE DOCUMENTARY CREDIT 

 BANK SARASIN AND CO. LTD. BASEL, SWITZERLAND REF. NO. 59I.7 OUR
  REF: S814729 





FREE TO CALL MR. WING FU AT (6O4) 654-3830 OR JOHN LAI AT (604)
  654-3150. 

 /S/ SIGNATURE     L1028 


AUTHORIZED SIGNATURE






 

	 RPT762 	TORONTO-DOMINION BANK	PAGE:	01
	DATE: 03/05/18	LETTERS OF CREDIT	 	 
	TIME: 11:01:07	INTERNATIONAL CENTRE - TORONTO	 	 
	 	MT 799	 	 




	RECEIVED FROM : SARACHBBAXXX04672	0953	13TDOMCATTCXXX53642
	 	1553	13SARACHBBAXXX04392
	 	799	02




	FREE FORMAT MESSAGE	 
	 	 
	20    :     TRANSACTION
      REFERENCE NUMBER	:     AFLI / 7268
	 	 
	79    :     NARRATIVE	 




	 	PLEASE FOREARD THIS MESSAGE TO: 

       THE TORONTO DOMINION BANK GLOBAL TRADE FINANCE AND FINANCIAL INSTITUTIONS,
        VANCOUVER. SWIFT ADDRESS: TDOMCATTVAN 

       OUR L/C NO. 5917 IN THE AMOUNT OF USD 500,000.00 IN FAVOUR OF THE TORONTO
        DOMINION BANK, 499 GRANVILLE STREET PENDER, BRITISH COLUMBIA, CANADA FOR
        RESPONSE BIOMEDICAL CORP. 8855 NORTHBROOK COURT, BURNABY, BRITISH COLUMBIA,
        CANADA, WE HEREBY EXTEND THE VALIDITY OF OUR GUARANTEE NO. 5917 UNTIL
        30 JUNE 2004. ALL OTHER CONDITIONS REMAIN UNCHANGED AS STIPULATED IN OUR
        ORIGINAL. GUARANTEE DATED 15 JULY 2002. 

       THIS SWIFT IS THE OPERATIVE INSTRUMENT AND NO MAIL CONFIRMATION WILL
        FOLLOW. 

       YOUR FAITHFULLY 

        BANK SARASIN AND CO. LTD.

        LINDA AFFOLTER 

      


 


-MAC/CEO57AA2



*** END DF MESSAGE ***










Attn: Simon Tan Trans No.: 3489


 THE . TORONTO DOMINION BANK 

  GLOBAL TRADE FINANCIAL AND FINANCIAL INSTITUTIONS 

  EXPORT LETTERS OF CREDIT DEPARTMENT 

  P.O. BOX 10003, PACIFIC CENTRE 

  480 - 700 WEST GEORGIA STREET 

  VANCOUVER, B.C. V7Y 1A2 

  TELEPHONE: (604) 654-3150 FAX: (604) 654-3978 

NOTIFICATION OF IRREVOCABLE DOCUMENTARY CREDIT 

OUR REFERENCE: S815317 


DATE: 20 MAY, 2003


 BENEFICIARY:                         
                           
                             A/C
  RESPONSE BIOMEDICAL CORP.

  TORONTO DOMINION BANK 

  499 GRANVILLE & PENDER STREET 

  VANCOUVER, B.C. V6C 1V3 

  ATTN: SIMON TAN/KATHRIN TEICHRIES 





 ISSUING BANK: 

 BANK SARASIN AND CO. LTD. 

  ELISABETHENSTRASSE 62 

  POSTFACH CH-4002 

  BASEL., SWITZERLAND 


ISSUING BANK REFERENCE NO, 5952


 AMOUNT. U.S. DOLLARS 1,000,000.00





DEAR SIR(S): 


AT THE REQUEST OF OUR CORRESPONDENT, WE ENCLOSE AMENDMENT NO. 001 TO THE ABOVE-MENTIONED STANDBY LETTER OF CREDIT.



THE AMOUNT OF THE CREDIT IS INCREASED BY USD 500,000.00 TO A NEW TOTAL AMOUNT OF USD 1,000,000.00. THE VALIDITY OF THIS CREDIT IS ALSO EXTENDED TO JUNE 30, 2004, WE HAVE OBTAINED CREDIT APPROVAL FOR THE NEW TOTAL AMOUNT OF USD 1,000,000.00 AND OUR
INTERNAL CONFIRMATION (OPTION #2) PROVIDED TO YOUR BRANCH IS ALSO EXTENDED TO JUNE 30, 2004.



WE SHALL CHARGE YOU FOR OUR COMMITMENT FEE AT 0.5 PERCENT PER ANNUM (ISSUING BANK A/C RATING #4A).



THIS NOTIFICATION CONSISTS OF TWO (2) PAGES






 



	 RPT762 	TORONTO-DOMINION BANK	PAGE:	0
	DATE: 03/05/20	LETTERS OF CREDIT	 	 
	TIME: 11:15:25	INTERNATIONAL CENTRE - VANCOUVER	 	 
	 	MT 799	 	 






	RECEIVED FROM : SARACHBBAXXX04672	0958	20TDOMCATTCVAN6662973304392
	 	799	02




	FREE FORMAT MESSAGE	 
	 	 
	20    :     TRANSACTION
      REFERENCE NUMBER	:     AFLI / 7268
	 	 
	79    :     NARRATIVE	 


	 	PLEASE FOREARD THIS MESSAGE TO: 

       THE TORONTO DOMINION BANK GLOBAL TRADE FINANCE AND FINANCIAL INSTITUTIONS,
        VANCOUVER. SWIFT ADDRESS: TDOMCATTVAN 

       OUR L/C NO. 5952 IN THE AMOUNT OF USD 500,000.00 IN FAVOUR OF THE TORONTO
        DOMINION BANK, 499 GRANVILLE STREET PENDER, BRITISH COLUMBIA, CANADA FOR
        RESPONSE BIOMEDICAL CORP. 8855 NORTHBROOK COURT, BURNABY, BRITISH COLUMBIA,
        CANADA, WE HEREWITH INCREASE THE AMOUNT OF OUR L/C BY USD 500,000.00 UP
        TO NEW MAXIMUM AMOUNT OF USD 1,000,000.00 (US DOLLARS ONE MILLION) ANS
        EXTEND THE VALIDITY UNTIL 30 JUNE 2004. ALL OTHER CONDITIONS REMAIN UNCHANGED
        AS STIPULATED IN OUR ORIGINAL L/C DATED 14 NOVEMBER 2002. 

       THIS SWIFT IS THE OPERATIVE INSTRUMENT AND NO MAIL CONFIRMATION WILL
        FOLLOW. 

 YOUR FAITHFULLY 

        BANK SARASIN AND CO. LTD.

        LINDA AFFOLTER 



-MAC/4378F2CE 


*** END DF MESSAGE ***







 THE TORONTO DOMINION BANK, GLOBAL TRADE FINANCE - VANCOUVER
  

  NOTIFICATION OF IRREVOCABLE DOCUMENTARY CREDIT 

 BANK: SARASIN AND CO. LTD. BASEL, SWITZERLAND REF. NO. 5952 OUR REF: SB15317






WE ARE PLEASED TO ANSWER ANY QUESTIONS YOU MAY HAVE CONCERNING THE CREDIT AND TO ASSIST YOU IN OBTAINING PAYMENT. PLEASE FEEL FREE TO CALL MR. WING FU AT (604) 654-3830 OR JOHN LAI AT (604) 654-3150.


 /S/ SIGNATURE    L1028 


AUTHORIZED SIGNATURE