Filed by Automated Filing Services Inc. (604) 609-0244 - Response Biomedical Corp. - Exhibit 4.8






MANAGEMENT CONSULTING AGREEMENT

           This
  Management Consulting Agreement is made as of July 7, 2003. between
  Response 13iomedieai Corp. ("Response" or the "Company") and Katan Associates,
  Inc. (the "Consultant").



	1.	Engagement - Response
        hereby agrees to engage the services of the Consultant and the Consultant
        hereby accepts such engagement by the Company to perform consulting services
        for the Company on the terms contained herein.

	 	 
	2.	Duties - The Consultant
        shall render the services described in the Consultant's letter dated July
        7, 2003 and attached as Schedule A hereto, and such other matters as may
        be requested by the CEO of the Company from time to time.

	 	 
	3.	Term and Termination
        - This Agreement shall commence on Aug 1, 2003 and expire June 30, 2005
        provided, however, that after September 30, 2003 either party may terminate
        this agreement upon 30 days written notice delivered to the other party,
        which termination may be with or without cause and for any reason whatsoever.

	 	 
	4.  	Remuneration.

	 	 
	 	(a)
	Fees.    For
        services provided, the Company agrees to pay the Consultant a retainer
        of US$5,000 per month for the term of the Agreement.

	 	 	 
	 	(b)
	Options. As further consideration
        of the services provided hereunder, the Company shall grant the Consultant
        a stock option (the "Consultant's Stock Option") to purchase up to 200,000
        common shares of Response, exercisable at $0.50 in accordance with policies
        of the TSX Venture Exchange and the Company's Stock Option Plan. The options
        shall vest as follows: 25% upon grant, and an additional 25% in each of
        the three subsequent 6 month periods. Additionally, the vesting of the
        Consultant's Stock Option will be conditional upon Response successfully
        completing either an equity financing or partnership transaction as outlined
        in paragraphs 3(d) and 3(e) below. The shares underlying such options
        shall have registration rights and other standard provisions.

	 	 	 
	 	(c)
	Reimbursement of Expenses. The
        Company shall reimburse the Consultant for all reasonable and properly
        documented expenses related to this engagement. Any expenses in excess
        of $100 are to be approved in writing in advance by the CEO of Company.

	 	 	 
	 	(d)

          
	Financing Success Fees. In the
        event that the Company completes an equity financing with an investor
        introduced by the Consultant and pre-qualified by Response, Response shall
        pay the Consultant a success fee equal to 5% of the gross proceeds provided
        by each investor introduced to Response by the Consultant. The success
        fee is payable within 5 business









 



	 	 	days of Response closing the financing.
        In the situation where an investor's proceeds are received by Response
        in trenches, the Consultant's fee shall be payable on the same terms at
        the time each tranche is received by Response, The terms of this paragraph
        will be further amplified by a formal finder's fee agreement executed
        by Response and the Consultant prior to an equity financing. The success
        fee will only be payable with respect to prospective investors introduced
        by the Consultant and pre-qualified by Response (the "Named Investors").
        All Named Investors shall be identified and attached as a schedule to
        the finder's fee agreement. It is understood by both Response and the
        Consultant that in the event a financing is conducted through a third
        party investment banking firm, underwriter or agent (the "Agent") introduced
        by the Consultant to Response, then Response will negotiate an aggregate
        commission or finder's fee payable to the Agent (the "Agent's Fee") for
        the financing and the Consultant's success fee will be payable out of
        the Agent's Fee.

	 	 	 
	 	(e)
   	Partner Finder's Fees. In the
        event that the Company completes a partnering transaction with a prospective
        partner introduced by the Consultant and pre-qualified by Response ("Named
        Partner") and where licensing fees are paid by the Named Partner, Response
        shall pay the Consultant a partner finder's fee (the "Partner's Fee")
        equal to 5% of the amount of the licensing fee within 5 business days
        of Response receiving the funds. The terms of this paragraph will be further
        amplified by a formal Partner's Fee agreement executed by Response and
        the Consultant prior to initiating the partnering transaction. All Named
        Partners shall be identified and attached as a schedule to the Partner's
        Fee agreement.

	 	 	 
	5. 	Restrictive Covenants.
	 	 	 
	 	(a)	Non-Compete. The Consultant agrees
        not to render any services during the term of this Agreement to any company
        or person engaged in a business which is competitive to the Company.

	 	 	 
	 	(b)
   	Confidentiality. The Consultant
        shall keep in confidence and shall not disclose or make available to third
        parties or make any use of any information or documents relating to his/her
        services under this Agreement or to the product, methods of manufacture,
        trade secrets, processes, business or affairs of the Company (other than
        information in the public domain through no fault of the Consultant),
        except with the prior written consent of the Company or to the extent
        necessary in performing tasks assigned to the Consultant by the
        Company. Upon termination of this Agreement, the Consultant will return
        to the Company all documents and other materials related to the services
        provided hereunder or furnished to the Consultant by the Company. The
        Consultant's obligations under this Section 4(b) shall survive termination
        of this Agreement.




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	 	(c)
	Delivery of Records. Upon the
        termination of the Consultant's engagement with the Company, the Consultant
        will deliver to the Company all books, records, lists, brochures and other
        property belonging to the Company or developed in connection with the
        business of the Company.

	 	 
	4.	Ownership of Work Product
        - Any and all know-how, ideas, discoveries, inventions, improvements,
        4. formula, methods, processes, systems, plans and any other knowledge
        or information of a technical or scientific nature or of a business nature
        pertinent to the Company's scientific or business interests whether protectable
        as industrial or intellectual property right or not, which the Consultant
        may conceive develop or acquire whether solely or jointly with any other
        party in furtherance of the engagement with the Company will be the sole
        and exclusive property of the Company; however, the Company agrees to
        name the Consultant as the inventor on any patent applications made as
        a result of work performed by him under this Agreement, provided that
        all such patent applications are assigned to Response.

	 	 
	5.	Independent Contractor
        - The Consultant's relationship with the Company shall be that of
        an independent contractor and not that of an employee. The Consultant
        will not be eligible for any employee benefits, nor will the Company make
        any deductions from the Consultant's fees for taxes, which shall be the
        Consultant's responsibility. The Consultant shall have no authority to
        enter into contracts which bind the Company or create obligations on the
        part of the Company without the express prior authorization of the Company.

	 	 
	6.	Effect of Waiver
        - The waiver by either party of a breach of any provision of this Agreement
        shall not operate or be construed as a waiver of any other provision or
        any subsequent breach of the same provision thereof.

	 	 
	7.	Indemnification -
        Company agrees to indemnify, defend and hold harmless Consultant from
        and against any loss, damage, expense and liability that Company may incur
        as a result of matters referenced in Sections 1, 2, and 3, except that
        the indemnification shall not apply where it has been determined that
        die Consultant, in the performance of his duties herein, has acted unlawfully
        or with gross negligence.

	 	 
	8.	Severability - If
        any portion of this Agreement is held, by a court of competent jurisdiction,
        to conflict with any Federal, state or local law, such portion or portions
        of this Agreement are hereby declared to be of no force and effect in
        such jurisdiction and this Agreement shall otherwise remain in full force
        and effect and be construed as if such portion had not been included herein.




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	9. 	Miscellaneous
	 	 	 
	 	(a)	Section headings are employed in this
        Agreement for reference purposes only and shall not affect the interpretation
        or meaning of this Agreement.

	 	 	 
	 	(b)	This Agreement shall be governed by
        and construed in accordance with the internal laws of Florida.

	 	 	 
	 	(c)	This Agreement may be signed in counterparts,
        each of which shall be an original and both of which shall constitute
        one instrument.



IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
  day and year first Above written.

	Response Biomedical Corp.	Katan Associates,
	/s/ Bill Radvak                     

      Bill Radvak, President and CEO	

      

      /s/ Seth Yakatan                       

      Seth Yakatan, Partner 








 KATAN ASSOCIATES, Inc 

  1620 Alton Road, #310  

  Miami Beach, FL 33139 

July 7, 2003

 Response Biomedical Corp.

  Mr. Bill Radvak, President and CEO

  8855 Northbrook Court 

  Burnaby, British Columbia 

  Canada, V57 5J1

 Dear Bill:

 This letter is to act as Exhibit A to the Management Consulting
  Agreement dated July 1, 2003 (the "Agreement") between Katan Associates, Inc.
  (" Katan") and Response Biomedical Corp. ("Response" or the "Company"). Under
  the terms of the Agreement, Katan shall, at the request of the CEO of the Company,
  render management advisory services, including but not limited to the following:

	1.	Assist senior management
        to develop and execute a financing strategy for the Company focused on
        raising sufficient capital to implement its business plan and enhancing
        overall market capitalization through an increased share price.

        Action Items:

	 	 	 
	 	a.
	Recommend a program to increase visibility
        and validation of the Company throughout the industry.

	 	 	 
	 	b.
	Recommend specific industry related
        financial functions for the Company to attend and facilitate/support such
        attendance.

	 	 	 
	 	c.
	Provide introductions to industry partners
        and investors,

	 	 	 
	 	d.
	Provide, advice on the structure of
        a US and/or European based financing and facilitate placement thereof.

	 	 	 
	 	e.
	Recommend a program to list the Company
        on the AMEX, NASDAQ or OTC bulletin board.

	 	 
	2.	 Assist Senior
        Management to develop and implement a partnering
        strategy for the Company that maximizes value by: (i) having a partner
        assume development costs for new products; (ii) attracting up-front licensing
        fees- and (iii) earning compensation for the Company based on sales revenue,

      Action Items;

	 	 	 
	 	a.
	identify key Katan contacts within potential
        partner organizations, make appropriate introductions and manage the negotiating
        process to maximize the value to the Company of my ensuing partnership.

	 	 	 
	 	b.	assist management to assess and execute on potential partnering
      opportunities for the Company's RAMP technology including, but not limited
      to, sales and marketing of existing RAMP products; in-licensing/out-licensing
      of technology. 
	 	 	 
	 	c.	 represent the Company in its negotiations with new out-licensing
      partners where appropriate. 
	 	 	 
	 	d. 
	assist in determining a valuation for
        specific partnering transactions as required.










 July 7, 2003 

  Response Biomedical Corporation 

  Mr. Bill Radvak, President and CEO 

  

 

Please attach this to the accompanying Management Consulting Agreement. 


Yours sincerely,


/s/ Seth Yakatan                       

  Seth Yakatan, Partner 

Seth Yakatan 

  Partner