SHARE PURCHASE AGREEMENT - NORTHLAND CUSTOM PACKAGING WC.

     THIS AGREEMENT is dated for September 14, 2000.

     AMONG:

     CRYOPAK INDUSTRIES INC., a British Columbia corporation having an office at
     1120 - 625 Howe Street, Vancouver, British Columbia, V6C 2T6 .

     (the "Purchaser")

                                                               OF THE FIRST PART

     AND:

     RAISON INVESTMENTS INC., a British Columbia corporation having an office at
     490 -'789 West Pender Street, British Columbia, V6C 1H2

     (the "Seller")

                                                              OF THE SECOND PART

     AND:

     CHARN RAI of 913 Henley Street, New Westminster, British Columbia, V3M 4B9

     (the "Guarantor" or "Chain')

                                                               OF THE THIRD FART

     WHEREAS:

     A.   Northland Packaging owns and operates the Business;

     B.   The Seller owns the Northland Packaging Shares;

     C.   The Seller has agreed to sell and the Purchaser has agreed to purchase
          the Northland Packaging Shares, subject to the terms and conditions of
          this Agreement;

     D.   The Guarantor is one of the owners of the Seller;



<PAGE>

     E.   The Guarantor is one of the owners of Northland  Ice Gel  Incorporated
          ("Northland Ice");

     F.   The  shareholders  of  Northland  Ice have  agreed  to sell all of the
          shares of Northland Ice (the "Northland Ice Shares") to the Purchaser,
          concurrently with the sale of the Northland Packaging Shares;

     G.   The Purchaser only wishes to purchase the Northland  Packaging  Shares
          and the Northland Ice Shares if purchased concurrently;

     NOW  THEREFORE,  in  consideration  of the  mutual  covenants,  agreements,
representations and warranties contained herein, the parties agree as follows:

                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATION

Definitions
-----------

1.01 In this  Agreement,  including its recitals,  the following terms will have
     the following meanings:

     "Accounts  Receivable"  means all trade  accounts  receivable  of Northland
     Packaging;

     "Adjustment Date" means the date which is one hundred and twenty (120) days
     following the Closing Date;

     "Agreement" means this agreement between the Purchaser and the Seller;

     "Assets"  means the  undertaking  and all the  property  and  assets of the
     Business  of every kind and  description  wheresoever  situated  including,
     without  limitation,   the  Equipment,  all  the  inventory,  the  Material
     Contracts,  the  Accounts  Receivable  and other debts  owing to  Northland
     Packaging,  the Intangible  Assets, the Goodwill and all cash on hand or on
     deposit to the credit of Northland Packaging on the Closing Date;

     "Audit Date" means the day immediately prior to the Closing Date;

     "Auditors" means Hay and Watson, of Vancouver,  British  Columbia,  or such
     other  firm of  chartered  accountants  which  has  been  appointed  as the
     auditors of the Purchaser at the relevant time;

     "Business" means all aspects of the contract  packaging  business presently
     conducted by Northland Packaging;

     "ICDNX" weans the Canadian Venture Exchange;

<PAGE>

     "Closing"  means the completion,  on the Closing pate, of the  transactions
     contemplated hereby in accordance with Article $; .

     "Closing Date" means September 14, 2000;

     "Collective  Agreement"  means the  agreement  dated August 8, 2000 between
     Northland Packaging and LW.A. Canada, C.L.C. Local No. 2171;

     "Debt"  means  the long  term  debt  plus  working  capital  deficiency  of
     Northland  Packaging,  if any,  calculated in accordance  with section 2.03
     hereof,  minus working  capital,  if any, all in  accordance  with Canadian
     generally accepted accounting principles;  provided that inventory shall be
     valued at the lower of cost or net realizable  value  determined on a first
     in first out basis.

     "EBITDA" has the meaning set out in Schedule "A";

     "Equipment" means all machinery, manufacturing equipment, office equipment,
     furniture,  and  furnishings  used  in  the  Business,  including,  without
     limitation,  the items more  particularly  described  in Schedule  "C", but
     excluding  such items as are owned by  Northland  Ice or the  Purchaser  or
     Cryopak Corporation;

     "Escrow  Agreement"  means the escrow  agreement  in the form  attached  as
     Schedule "L", which is to be executed at the Closing;

     "Goodwill"  means the goodwill of the Business  together with the exclusive
     right to the  Purchaser to represent  itself as carrying on the Business in
     continuation of Northland  Packaging subject to the terms hereof, the right
     to all corporate,  operating and trade names  associated with the Business,
     or any  variations  of such  names  as part of or in  connection  with  the
     Business, all telephone listings and telephone advertising  contracts,  all
     lists of customers, books and records and other information relating to the
     Business,  all necessary  licenses and  authorizations and any other rights
     used in connection with the Business;

     "including" means without limitation or prejudice to the generality of. any
     description,  definition,  term or phrase preceding that word, and the word
     "include" and its derivative expressions shall be construed accordingly;

     "Intangible  Assets"  means  all  of the  intangible  assets  of  Northland
     Packaging,  including,  without limitation,  the Goodwill,  all trademarks,
     patents, logos, copyrights, designs, acid other intellectual and industrial
     property, but excluding the Patent and prototypes relying thereon;

     "Material  Contracts" means the burden and benefit of and the right,  title
     and  interest  of  Northland  Packaging  in,  to and  under  all  trade and
     non-trade contracts,  engagements or commitments,  whether written or oral,
     to which  Northland  Packaging is entitled in connection  with the Business
     whereunder Northland Packaging is obligated. to pay or

                                        3

<PAGE>

     entitled to receive the sum of $5,000 or more including,  without  limiting
     the  generality of the  foregoing,  any sales  agreements,  pension  plans,
     profit sharing plans,  bonus plans, loan agreements,  security  agreements,
     and  any  agreements  with   employees,   lessees,   licensees,   managers,
     accountants, suppliers, agents, distributors,  officers, directors, lawyers
     or others which cannot be terminated without liability on not more than one
     month's notice;

     "Northland  Ice" means Northland Ice Gel  Incorporated.,  a private British
     Columbia  corporation having an office at 1055 Derwent Way, Delta,  British
     Columbia;

     "Northland  Packaging"  means  Northland  Custom  Packaging Inc., a private
     British Columbia  corporation  having an office at 1055 Derwent Way, Delta,
     British Columbia;

     "Northland Packaging Financial Statements" means collectively the unaudited
     financial  statements of Northland  Packaging for the year ended August 31,
     1999 and for the six months ended  February 29, 2000,  true copies of which
     are attached as Schedule "B".

     "Northland Packaging Shares" means a total of 100 common shares without par
     value in the capital of  Northland  Packaging  owned by the  Seller,  which
     constitute  all of the  issued  and  outstanding  shares in the  capital of
     Northland Packaging;

     "Patent" means the patent of the funnel dispenser  registered in the United
     States Patent Ogee on September 3, 1996 under registration number 5,551,606
     (listing Charn Rai and Barry Wertz as inventors);

     "Place of Closing" means the offices of Godinho,  Sinclair, Suite 1020, 510
     Burrard Street,  Vancouver,  British  Columbia,  or such other place as the
     parties may mutually agree upon;

     "Purchaser Financial  Statements" means the audited financial statements of
     the Purchaser for its financial  year ended March 31, 2000,  true copies of
     which are attached hereto as Schedule "I";

     "Time of Closing" means 9:00 a.m. local time at the Place of Closing on the
     Closing Date;.

Any other terms defined within the text of this Agreement will have the meanings
so ascribed to them.

Captions and Section Numbers
----------------------------

1.02 The headings and section  references in this Agreement are for  convenience
     of  reference  only  and do not form a part of this  Agreement  and are not
     intended to interpret,  define or limit the scope, extent or intent of this
     Agreement or any provision thereof.

Extended Meanings
-----------------

1.03 The words "hereof',  "herein",  "hereunder" and similar expressions used in
     any clause, paragraph or section of this Agreement will relate to the whole
     of this Agreement and not to that clause, paragraph or section only, unless
     otherwise expressly provided.

Number and Gender
-----------------

1.04 Whenever the singular or masculine or neuter is used in this Agreement, the
     same will be  construed  to mean the plural or feminine  ox body  corporate
     where the context of this Agreement requires.

Section References and Schedules
--------------------------------

1.05 Any reference to a particular "article",  "section" or other subdivision is
     to the particular  article,  section or other subdivision of this Agreement
     and any  reference  to a  Schedule  by  letter  will  mean the  appropriate
     Schedule  attached to this Agreement and by such reference the  appropriate
     Schedule  is  incorporated  into  and  made  part  of this  Agreement.  The
     Schedules to this Agreement are as follows:


Schedule "A" Definition of EBITDA
Schedule "B" Northland Packaging Financial Statements.
Schedule "C" Equipment
Schedule "D" Material Contracts
Schedule "E" Accounts Payable and Liabilities
Schedule "F" Permitted Encumbrances
Schedule "G" Purchaser Interim Financial Statements
Schedule "I" Purchaser Financial Statements
Schedule "J" Labour Matters
Schedule "K" Litigation
Schedule "M" Options and Warrants
Schedule "N" Obligations and Guarantees

Severability of Clauses
-----------------------

1.06 If any part of this  Agreement  is  declared  or held to be invalid for any
     reason, such invalidity will not affect the validity of the remainder which
     will  continue  in  full  force  and  effect  and be  construed  as if this
     Agreement had been executed without the invalid  portion,  and it is hereby
     declared the intention of the parties that this  Agreement  would have been
     executed  without  reference to any portion  which may, for any reason,  be
     hereafter declared or held to be invalid.

Currency and Exchange hate
--------------------------

1.07 Unless otherwise specified, all sums referred to herein and all payments to
     be made hereunder will be in lawful money of Canada.

<PAGE>

Collective Terms
----------------

1.08 Any reference in this Agreement to a term with collective  meaning shall be
     read and interpreted as the context may require.

                                    ARTICLE 2
                           PURCHASE AND SALE OF SHARES

Sale of Shares
--------------

2.01 The Seller  agrees to sell to the  Purchaser  and the  Purchaser  agrees to
     purchase from the Seller the  Northland  Packaging  Shares,  subject to the
     terms and conditions of this Agreement.

Consideration
-------------

2.02 In  consideration  of the sate of the  Northland  Packaging  Shares  by the
Seller to the Purchaser,  the Purchaser  agrees to pay $100 to the Seller at the
Closing.

Adjustments to Debt
-------------------

2.03 The Debt shall be calculated as at the close of business on the Audit Date,
     and shall be calculated by the Auditors on or before the  Adjustment  bate,
     at the sole expense of the Purchaser; provided that any Accounts Receivable
     as of the Audit Date which have not been collected by the  Adjustment  Date
     shall be treated as bad debt; and provided further that an accrual shall be
     recorded  as of the Audit  Date in  respect  of the stub  period  financial
     statements  which  are  required  by the  Income  Tax Act of  Canada  to be
     prepared in respect of the deemed year end of Northland Packaging resulting
     from the transaction herein, such accrual to cover the cost of the Seller's
     accountants  preparing  such  f,mancial  statements  and any  resulting tax
     liability;  and  provided  further  that the  aforesaid  bad debts shall be
     assigned  by  Northland  Packaging  to the  Seller,  who shall use its best
     efforts to  collect  such bad debts in such  manner as to not unduly  cause
     animosity  between  Northland   Packaging  and  any  ongoing  customers  of
     Northland  Packaging;  provided  that the Purchaser  shall cause  Northland
     Packaging  to  assist  the  Seller  in such  collection,  while  not  being
     responsible  for such  collection.  The Seller or its assignee shall retain
     for its account all such bad debts collected.

                                    ARTICLE 3
                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

Representations and Warranties
------------------------------

3.01 The Seller and the Guarantor jointly and severally  acknowledge,  represent
     and warrant to the Purchaser,  with the intent that the Purchaser will rely
     thereon in entering into this Agreement and in completing  the  transaction
     contemplated hereby,  that, subject to the interpretation,  limitations and
     qualifications set forth in this Article 3:


Northland Packaging
-------------------

     Corporate Status and Capacity

     (a)  Incorporation.  Northland  Packaging is corporation duly  incorporated
          and  validly  subsisting  under the laws of the  Province  of  British
          Columbia, and is in good standing with the Registrar of Companies with
          respect to the filing of annual reports and all other filings;

     (b)  Non-Reporting.  Northland  Packaging  is  not a  reporting  or  public
          company   under  the  laws  of  British   Columbia  or  of  any  other
          jurisdiction;

     (c)  Carrying  on  Business.  Northland  Packaging  carries on  business in
          British Columbia and does not carry on any material  business activity
          in any other  jurisdiction  other than selling  activities.  Northland
          Packaging has business offices on Annacis Island, British Columbia and
          in no other  locations.  Neither the  ownership  of the Assets nor the
          nature of the  Business  requires  Northland  Packaging to register or
          otherwise be qualified to carry on business in any other jurisdiction;

     (d)  Corporate  Capacity.  Northland  Packagin  has  the  corporate  power,
          capacity and authority to own the Assets, to carry on the Business and
          to enter into and complete this Agreement;

     Capitalization

     (e)  Authorized  Capital.  The  authorized  capital of Northland  Packaging
          consists of 10,000 common shares;

     (f)  Ownership of Shares.  The issued and outstanding shares in the capital
          of Northland  Packaging are validly  issued and  outstanding  as fully
          paid and  nonassessable  shares.  The  Seller  is the  registered  and
          beneficial owner of the Northland  Packaging Shares, free and clear of
          any and all liens, charges, pledges, and encumbrances;

     (g)  No Option. No person,  firm or corporation has any agreement or option
          or any right  capable  of  becoming  an  agreement  or option  for the
          acquisition  of any of  the  Northland  Packaging  Shares  or for  the
          purchase,  subscription  or issuance of any of the unissued  shares in
          the capital of Northland Packaging;

     (h)  Ca aci . The Seller has full right,  power and authority to enter into
          this  Agreement on the terms and  conditions  contained  herein and to
          transfer  and  cause  the  transfer  of  full  legal,  registered  and
          beneficial  title and ownership of the Northland  Packaging  Shares to
          the Purchaser;


<PAGE>

     (i)  No  Restrictions.  There are no restrictions on the transfer,  sale or
          other  disposition of the Northland  Packaging Shares contained in the
          charter  docents of Northland  Packaging  (other than  approval of the
          board of directors of Northland  packaging),  or under any  agreement,
          and the Northland Packaging Shares may befreely traded and transferred
          to the Purchaser under all applicable laws and regulations;

     Execution and Performance of Agreement

     (j)  Authorization and  Enforceability.  The execution and delivery of this
          Agreement;  and the completion of the transaction contemplated hereby,
          have been  duly and  validly  authorized  by all  necessary  corporate
          action on the part of the  Seller  and this  Agreement  constitutes  a
          legal,  valid and binding  obligation of the Seller and is enforceable
          against the Seller in accordance with its terms;

     (k)  No Violation or Breach. The performance of this Agreement will not:

          (i)  violate the charter documents of Northland Packaging or result in
               any breach of, or default under,  any loan  agreement,  mortgage,
               deed of trust,  or any  other  agreement  to which the  Seller or
               Northland Packaging, or any of them, is a party;

          (ii) give any person any right to  terminate  or cancel any  agreement
               including, without limitation, any of the Material Contracts;

          (iii)result  in  any  material  alteration  of  Northland  Packaging's
               obligations under any agreement to which Northland Packaging is a
               party including, without limitation, the Material Contracts;

          (iv) result in the creation or imposition of any lien,  encumbrance or
               restriction  of any nature  whatsoever in favour of a third party
               upon or against the Assets; or

          (v)  violate  any court order or decree to which  Northland  Packaging
               and the Seller or any of them are subject;

     Applicable Laws and Legal Matters

     (1)  Licences.  Northland  Packaging  holds al licences  and permits as are
          requisite  for  carrying on the Business in the manner in which it has
          heretofore  been  carried on,  which  licences  and permits  have been
          maintained and continue to be in good standing;

     (m)  Applicable  Laws.  Northland  Packaging  has not been  charged with or
          received  notice  of  breach  of  any  laws,   ordinances,   statutes,
          regulations,  by-laws,  orders or  decrees  to which it is  subject or
          which apply to it the violation of which would

<PAGE>

          have a material adverse effect on Northland  Packaging,  and Northland
          packaging is not so in breach;

     (n)  Litigation.  There is no  material  litigation  or  administrative  or
          governmental  proceeding or enquiry  pending or threatened  against or
          relating to Northland Packaging,  the Business,  or any of the Assets,
          except as  described  in  Schedule  "K" nor does the  Seller  have any
          knowledge of any  deliberate.  act or omission of Northland  Packaging
          that would form any material basis for any such action,  proceeding or
          enquiry;

     (o)  No  Bankruptcy.   Northland  Packaging  has  not  made  any  voluntary
          assignment or proposal  under  applicable  laws relating to insolvency
          and bankruptcy and no bankruptcy  petition has been filed or presented
          against Northland Packaging and no order has been made or a resolution
          passed for the  winding-up,  dissolution  or  liquidation of Northland
          packaging;

     (p)  Labour  Matters.  Northland  Packaging is not a parry to an collective
          agreement  relating  to the  Business  with any labour  union or other
          association  of  employees  and no  pact  of  the  Business  has  been
          certified as a unit appropriate for collective  bargaining,  except as
          attached as Schedule "J";

     Records and Financial Statements

     (q)  Charter Documents.  The charter documents of Northland  Packaging have
          not been  altered  since the  incorporation  of  Northland  Packaging,
          except as disclosed in the minute book of Northland Packaging;

     (r)  Booksand Records.  The books and records of Northland Packaging fairly
          and  correctly  set out and  disclose  in all  material  respects  the
          financial position of Northland Packaging,  and all material financial
          and  other  transactions  of  Northland   Packaging  relating  to  the
          Business, including any and all material contracts and arty amendments
          thereto,  have been  accurately  recorded  or filed in such  books and
          records;

     (s)  correct and present  fairly and correctly  the assets and  liabilities
          (whether  accrued,  absolute,  contingent  or  otherwise) of Northland
          Packaging  as of the  respective  dates  thereof,  and the  sales  and
          earnings of the Business  during the periods covered  thereby,  in all
          material  respects,  and have been prepared in substantial  accordance
          with generally accepted accounting principles;

     (t)  and  collectible  without set-off or  counterclaim,  provided that the
          term "good and collectible" as used herein is not to be interpreted to
          means that the Seller  warrants that a particular  account  receivable
          will actually be collected  and in such  instance such  non-collection
          shall not render Northland  Packaging  Financial  Statements

<PAGE>

     inaccurate  nor  constitute  a breach of the Seller's  representations  and
     warranties with respect thereto;

     (u)  Liabilities  arid  Payables.  There  are  n  liabilities  individually
          exceeding  $5,000,  contingent  or otherwise,  of Northland  Packaging
          which are not  disclosed  in Schedule  "E" hereto or  reflected in the
          Northland Packaging Financial Statements,  and Northland Packaging has
          not  guaranteed  or agreed to guarantee  any debt,  liability or other
          obligation of any person, firm or corporation,  except as disclosed in
          Schedule "E".  Without  limiting the generality of the foregoing,  all
          accounts payable of Northland Packaging, individually exceeding $5,000
          and due and owing for more than thirty days, are described in Schedule
          "E";

     (v)  Long Term Debt.  Northland  Packaging  ha no material  long term debt,
          except as disclosed in Schedules "0" and "F".

     (w)  No  Company  Debt  to  Related  Parties.  Northland  Packaging  is not
          materially  indebted to the Seller,  nor to any  officer,  director or
          shareholder of the Seller or any family member of the  foregoing,  nor
          to any affiliate,  director or officer of Northland Packaging,  except
          as disclosed in Schedules "E" and "F";

     (x)  No  Related  Patty  Debt to  Northland  Packaging.  The  Seller is not
          indebted to or under  financial  obligation to Northland  Packaging on
          any account  whatsoever,  except for advances on account of travel and
          other expenses not exceeding $1,000 in total;

     (y)  No Dividends. No dividends or other distributions on any shares in the
          capital of  Northland  Packaging  have ever been  declared but not yet
          paid,   except  for  a  dividend  which  was  declared  by  director's
          resolution dated September 13, 2000;

     (z)  No  Payments.  No  payments  of any kind have been made or  authorized
          since the date of Northland  Packaging  Financial  Statements to or on
          behalf  of the  Seller  or to or on  behalf  of  officers,  directors,
          shareholders  or  employees  of  Northland   Packaging  or  under  any
          management  agreements with Northland Packaging,  except payments made
          in the ordinary  course of business and at the regular rates of salary
          or  other  remuneration  payable  to  them,  except  for  two  bonuses
          authorized by the director's resolutions dated September 13, 2000;

   (aa) No Pension Plans. There are n pension, profit sharing, group insurance
          or  similar  plans  or other  deferred  compensation  plans  affecting
          Northland Packaging, except as described in Schedule "E";

     (bb) No Adverse  Events.  Since the latest date of the Northland  Packaging
          Financial Statements:

          (i)  there has not been any material  adverse  change in the financial
               position or condition of Northland Packaging,  its liabilities or
               the Assets or any



<PAGE>

               damage,  loss'  or  other  change  in  circumstances   materially
               affecting  Northland  Packaging,  the  Business  or the Assets or
               Northland Packaging's right to carry on the Business,  other than
               changes in the  ordinary  course of  business,  none of which has
               been materially adverse;

          (ii) there has not been any damage  destruction,  loss or other  event
               (whether or not covered by  insurance)  materially  and adversely
               affecting Northland Packaging, the Business or the Assets;

          (iii)there  has not been any  material  increase  in the  compensation
               payable or to become payable by Northland Packaging to the Seller
               or to any of its  officers,  employees  or agents  or any  bonus,
               payment  or  arrangement  made to or with any of them,  except as
               provided herein and as provided by the Collective Agreement;

          (iv) the  Business  has been,  and  continues  to be carried on in the
               ordinary course;

          (v)  Northland  Packaging has not waived or  surrendered  any right of
               material  value,  except as disclosed  ire Schedules "E" and "F";
               and

          (vi) no capital expenditures have been authorized or made by Northland
               Packaging, except in the ordinary course of business;

     Income Tax Matters

     (cc) Tax  Returns.  All tax  returns  and  reports of  Northland  Packaging
          required  by law to be filed  have been  filed  and are  substantially
          true,  complete and correct,  and any taxes payable in accordance with
          any return filed by  Northland  Packaging  or in  accordance  with any
          notice of assessment or  reassessment  issued by any taxing  authority
          have been so paid;

     (dd) Current Taxes. Adequate provisions hav been made, or will be made, for
          taxes payable for the current period for which tax returns are not yet
          required to be filed and there are no  agreements,  waivers,  or other
          arrangements  providing  for au  extension of time with respect to the
          filing of any tax  return by, or  payment  of,  any tax,  governmental
          charge or deficiency by Northland  Packaging.  The Seller is not aware
          of any material  contingent tax liabilities or any grounds which would
          prompt a material reassessment; .

The Assets
----------

     Ownership and Condition

     (ee) Business Assets. The Assets comprise all of the property and assets of
          the  Business  and none of the  Seller nor any other  person,  firm or
          corporation owns

<PAGE>

          any assets used by  Northland  Packaging in  operating  the  Business,
          whether under a lease,  rental agreement or other arrangement,  except
          as disclosed in Schedule

     (ff) Title.  Northland  Packaging is the lega and  beneficial  owner of the
          Assets,  free and clear of all  mortgages,  liens,  charges,  pledges,
          security interests, encumbrances or other claims whatsoever, except as
          disclosed in Schedules "E" and "F"9

     (gg) Insurance.  Northland  Packaging  maintains a minimum of $7,000,000 of
          product  liability  insurance and a minimum of $5,500,000 of insurance
          against loss or damage to the Assets and the Business;

     (hh) Material  Contracts.  The contracts listed in Schedule " D" constitute
          all of the Material Contracts of Northland Packaging;

     (ii) No Default. There has not been any default in a material obligation of
          Northland  Packaging  or the Seller to be  performed  under any of the
          Material  Contracts,  each of  which is in good  standing  and in full
          force and  effect  and  unamended;  and the Seller is not aware of any
          default in the  obligations  of any other party to any of the Material
          Contracts;

     (jj) No Compensation on Termination.  There are no agreements,  commitments
          or understandings  relating to severance pay or separation  allowances
          on termination  of employment of any employee of Northland  Packaging,
          except pursuant to the Collective  Agreement.  Northland  Packaging is
          not obliged to - pay benefits or share profits with any employee after
          termination  of  employment,  except as required by law or pursuant to
          the Collective Agreement;

     (kk) Inventories.  No  material  portion  of th  inventories  of  Northland
          Packaging is obsolete or unsalable in the usual and ordinary course of
          the  operation  of the  Business  and  such  inventories  are in  good
          condition for sale;

     (11) Forward  Commitments.  All  outstanding  forward  commitments by or on
          behalf  of  Northland  Packaging  for  the  purchase  or  sale  of its
          inventories  have been made in;  accordance  with its normal  business
          custom;

     Equipment

     (mm) Equipment.  The Equipment has been  maintained in a manner  consistent
          with that of a prudent owner, is in good operating condition and state
          of repair, and has no known major faults;

     Goodwill and Other Assets


<PAGE>
     (nn) Goodwill.  Northland  Packaging currently carries on the Business only
          under the name  "Northland  Custom  Packaging Inc." and under no other
          business  or trade  names.  Northland  Packaging  has  carried  on the
          Business and been known as "Northland Custom  Packaging",  "Northland"
          and  "Northland  Group".  To the best of the  knowledge of the Seller,
          Northland  Packaging has the legal right to use its corporate name and
          trade  name,  and the  Seller  is  unaware  of any  names  similar  to
          Northland  Packaging's  name in use in any areas where the Business is
          conducted.  The  Seller  has  no  knowledge  of  any  infringement  by
          Northland  Packaging  of any  patent,  trademark,  copyright  or trade
          secret,  nor  any  knowledge  of any  infringement  by  others  of the
          intellectual property of Northland Packaging;

     The Business

     (oo) Maintenance  of  Business.  Since  the  latest  date of the  Northland
          Packaging  Financial  Statements,  the Business has been carried on in
          the ordinary course;

     (pp) No  Ownership  of  Companies.  Northland  Packaging  does  not own any
          subsidiary  and does not otherwise own,  directly or  indirectly,  any
          shares  or  interest  in any  other  corporation,  partnership,  joint
          venture or firm; and

     (qq) To the best of the  knowledge of the Seller,  Northland  Packaging has
          conducted,  and is  conducting,  its  business  in  compliance  in all
          material  respects  with  all  applicable  laws,  regulations,  rules,
          by-laws, and other lawful requirements of any governmental, municipal,
          or regulatory bodies which are applicable to Northland Packaging.  The
          Seller is not aware of any legislation,  regulation, rule or by-law in
          force  that  will  render  this  Agreement,  or any part of it, or the
          representations  . and  warranties  of the Seller,  or any one of such
          representations and warranties, invalid or inoperative.

Non-Merger and Survival
-----------------------

3.02 Notwithstanding the completion of the transactions contemplated hereby, the
     waiver of any  condition  contained  herein  (unless such waiver  expressly
     releases  a  part  from  any  such   representation  or  warranty)  or  any
     investigation made by the Purchaser,  the representations and warranties of
     the Seller and the  Guarantor  shall survive the Closing and will remain in
     full force and effect for a period of three (3) years thereafter;

Indemnity
---------

3.03 The Seller and the Guarantor  agree to jointly and severally  indemnify and
     save harmless the Purchaser  from and against any and all claims,  demands,
     actions, suits, proceedings, assessments, judgments, damages, costs, losses
     and expenses, including any payment made in good faith in settlement of any
     claim  (subject  to the right of the  Seller to defend  any claim as herein
     provided), resulting from the breach by the Seller of any representation or
     warranty of the Seller under this Agreement. The Purchaser will assist with
     such defence as  reasonably  required by the Seller,  at the Seller's  sole
     cost. Notice of any such indemnified matter must be promptly


<PAGE>

     given to the Seller and the Guarantor and, in order for the indemnity to be
     effective,  the  notice  must give a  reasonable  period  of time  before a
     defence or response is required to be made by law.  Further,  no settlement
     payment may be made by the  Purchaser  before the Seller and the  Guarantor
     have been given the  opportunity  to consent to the terms of settlement or,
     alternatively, assume the defence of such indemnified matter.

                                    ARTICLE 4
                               GUARANTEE BY CHARM

4.01 In consideration of the Purchaser purchasing the Northland Packaging Shares
     from the Seller,  the Guarantor  hereby  unconditionally  guarantees to the
     Purchaser  the due and prompt  performance  by the  Seller of the  Seller's
     covenants and obligations herein.

4.02 The  Purchaser  may from  time to time  grant  extensions  of time or other
     indulgences to the Seller as the Purchaser may see fit,  without  prejudice
     to or in any way limiting or lessening the liability of the Guarantor under
     this guarantee.

4.03 The Purchaser shall not be bound to exhaust its recourse against the Seller
     before being entitled to claim against the Guarantor under this guarantee.

                                    ARTICLE 5
                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Representations and Warranties
------------------------------

5.01 The Purchaser acknowledges, represents and warrants to the Seller, with the
     intent that the Seller will rely  thereon in entering  into this  Agreement
     and in completing the transaction contemplated hereby, that:

     (a)  Incorporation.  The Purchaser is a corporation  duly  incorporated and
          validly subsisting under the laws of the Province of British Columbia,
          and is in good  standing  with  the  office  of the  British  Columbia
          Registrar of Companies with respect to the filing of annual reports;

     (b)  Corporate  Capacity.  The  Purchaser has the power and capacity to own
          its assets and to carry on its business as presently  being carried on
          and proposed to be carried on by it, and to enter into this  Agreement
          and to carry out the  transactions  contemplated  hereby.  Neither the
          ownership  of its assets nor the nature of its  business  requires the
          Purchaser  to register or  otherwise be qualified to carry on business
          in any other jurisdiction;

     (c)  Authorization and  Enforceability.  The execution and delivery of this
          Agreement and the completion of the transactions  contemplated  hereby
          have been duly and

<PAGE>

          validly  authorized by all necessary  corporate  action on the part of
          the  Purchaser  and this  Agreement  constitutes  a legal,  valid  and
          binding  obligation  enforceable  against  it in  accordance  with its
          terms,  subject to all applicable  corporate and  securities  laws and
          regulations;

     (d)  Authorized and Issued Capital. The authorized capital of the Purchaser
          consists  of   100,000,000   common  shares   without  par  value  and
          100,000,000  Class "A" Preference  shares without par value,  of which
          1,500 are designated Class "A" Convertible  Voting Preference  shares,
          Series r.  19,709,209  common shares are issued and  outstanding as at
          the date of this Agreement.  As at the date of this Agreement,  except
          as  described in Schedule  "M", no person has any right,  agreement or
          option,  present  or  future,  contingent  or  absolute,  or any right
          capable of  becoming a right,  agreement  or option,  for the issue or
          allotment  of any unissued  shares in the capital of the  Purchaser or
          any other security convertible into or exchangeable or exercisable for
          any such shares or to require the  Purchaser to purchase,  redeem,  or
          otherwise  acquire any of the issued and outstanding  common shares of
          the Purchaser;

     (e)  Liti ation.  There is no litigation or  administrative or governmental
          proceeding or inquiry  pending,  or to the knowledge of the Purchaser,
          threatened against or relating to the Purchaser or its business or any
          of its  assets,  nor does  the  Purchaser  know of or have  reasonable
          grounds  for  believing  that there is any basis for any such  action,
          proceeding or inquiries;

     (f)  No  Bankruptcy.  The Purchaser has not committed an act of insolvency,
          nor has it  made  any  voluntary  assignment  or  proposal  under  the
          applicable   laws  relating  to  insolvency   and  bankruptcy  and  no
          bankruptcy petition has been filed or presented against the Purchaser,
          nor  any  order  made  or  resolution   passed  for  the  winding  up,
          dissolution, or liquidation of the Purchaser;

     (g)  Charter Documents. The charter documents of the Purchase have not been
          altered since the  incorporation of the Purchaser,  except as filed in
          the records books of the Purchaser;

     (h)  Books and  Records.  The books and  records of the  Purchase  f&ly and
          correctly set out and disclose in .all material respects the financial
          position  of the  Purchaser,  and all  material  financial  and  other
          transactions of the Purchaser relating to its business,  including any
          and all  material  contracts  and any  amendments  thereto,  have been
          accurately recorded in such books and records;

     (i)  and Alberta and is not, to the knowledge of the Purchaser,  in default
          or contravention of any of the requirements relating thereto under the
          securities legislation of such provinces;


     (j)  As at the date of this  Agreement,  the  Purchaser  owns one ,material
          subsidiary,  being Cryopak  (Canada)  Corporation,  a British Columbia
          non-reporting  company,  which in turn  owns  Cryopak  Corporation,  a
          Nevada non-reporting company;

     (k)  To the best of the knowledge of the  Purchaser,  the Purchaser and its
          subsidiaries have conducted,  and are conducting,  their businesses in
          compliance  in  all  material   respects  with  all  applicable  laws,
          regulations,  rules,  by-laws,  and other lawful  requirements  of any
          governmental,  municipal, or regulatory bodies which are applicable to
          the Purchaser and its subsidiaries.  The Purchaser is not aware of any
          legislation,  regulation,  rule or bylaw in force,  or proposed,  that
          will render this Agreement,  or any part of it, or the representations
          and  warranties of the Purchaser,  or any one of such  representations
          and warranties, invalid or inoperative;

     (1)  The audited  consolidated  balance  sheet of the Purchaser as at March
          31,  2000 and the  audited  consolidated  statement  of  earnings  and
          retained  earnings  and  changes  in  the  financial  position  of the
          Purchaser  for each of the.  years  ended March 31, 1999 and March 31,
          2000, respectively,  including all notes thereto,  (complete copies of
          all of which have been  presented  to the  Seller),  were  prepared in
          accordance with generally accepted accounting principles  consistently
          applied  throughout  the  periods  in  respect of which they apply and
          correctly,   truly,   accurately   and  fairly   present  the  assets,
          liabilities (contingent or otherwise),  financial condition, financial
          position,  revenue,  earnings (or losses),  results of operations  and
          changes in the financial  position of the  Purchaser,  in all material
          respects, on a consolidated basis at such dates and during the periods
          covered thereby;

     (m)  The unaudited quarterly report and consolidated  financial  statements
          of the Purchaser  for the  financial  year quarter ended June 30, 2000
          were  prepared  in  accordance  with  generally  accepted   accounting
          principles  consistently  applied  throughout the period in respect of
          which they apply and,  subject to year-end  adjustments  in accordance
          with generally accepted accounting principles,  truly,  accurately and
          fairly  present the assets,  liabilities  (contingent  or  otherwise),
          financial  condition,   financial  position,   revenue,  earnings  (or
          losses),  results of operations and changes in the financial  position
          of the Purchaser,  in all material  respects,  on a consolidated basis
          during the quarterly period covered thereby;

     (n)  Since the  latest  dates of the  financia  statements  referred  to in
          subclauses  (n) and (o) above,  except as disclosed in writing in this
          Agreement, or in a Schedule to this Agreement:

     (i)  there  has not been  any  materially  adverse  change  in the  assets,
          liabilities (contingent or otherwise), business, operations, financial
          condition,  prospects or viability of the Purchaser or any  subsidiary
          of the Purchaser;

<PAGE>

     (ii) there has not been any  materially  adverse  change in the  capital or
          indebtedness of the Purchaser, or its subsidiaries,  on a consolidated
          basis  and  neither  the  Purchaser  nor  any of it  subsidiaries  has
          received,  or been  informed,  that it will  receive any  demand.  for
          repayment  of any  such  indebtedness;  (iii)  there  has not been any
          adverse material change in the financial position of the Purchaser, or
          its subsidiaries, on a consolidated basis, and there has not been, nor
          is there  currently  contemplated,  any  material  revaluation  of any
          assets of the Purchaser or any  cancellation  or  modification  of any
          debt owed to or any waiver or release of any rights or claims  held by
          the Purchaser or any of its  subsidiaries  (except for  cancellations,
          modifications,  waivers or releases in the ordinary course of business
          which in the aggregate are not material),  or any material increase in
          the age of outstanding accounts receivable, the allowance for doubtful
          accounts  or .  bad  debt  losses  of  the  Purchaser  or  any  of its
          subsidiaries;  (iv) the Purchaser may incur  additional  losses during
          its financial year quarter ended September 30, 2000; (o) The Purchaser
          will  use  its  best  efforts  to  arrange  for  a  discharge  of  the
          obligations  and guarantees  described in Schedule "N" and, until such
          discharge,  will  indemnify the obligants and guarantors in respect of
          any and all  liability  arising  therefrom;  and (p) In the event that
          Charn's  employment  with  Northland  Ice or  Northland  Packaging  is
          terminated for any reason,  or he is removed as director or officer of
          Northland Ice or Northland  Packaging,  such  termination will not, in
          itself, constitute a breach of this Agreement. E

Non-Merger and Survival
-----------------------

5.02 Notwithstanding the completion of the transactions contemplated hereby, the
     waiver of any  condition  contained  herein  (unless such waiver  expressly
     releases  a  part  from  any  such   representation  or  warranty)  or  any
     investigation made by the Seller, the representations and warranties of the
     Purchaser  shall  survive  the  Closing  and will  remain in full force and
     effect for a period of three (3) years thereafter.

Indemnity
---------

5.03 The Purchaser shall indemnify and save harmless the Seller from and against
     any and all claims,  demands,  actions,  suits,  proceedings,  assessments,
     judgments,  damages, costs, losses and expenses, including any payment made
     in good  faith in  settlement  of any  claim  (subject  to the right of the
     Purchaser  to  defend  any claim as herein  provided),  resulting  from the
     breach by the Purchaser of any  representation or warranty of the Purchaser
     under this Agreement.

<PAGE>

     The Seller  will  assist with such  defence as  reasonably  required by the
     Purchaser, at the Purchaser's sole cost.

                                    ARTICLE 6

Patented Funnel Dispenser
-------------------------

6.01 The patties hereto acknowledge and agree that the Patent is not part of the
     Assets and that  nothing,  in this  Agreement  shall be  construed  to give
     Northland Packaging or the Purchaser any right, title,  interest or license
     to, or in, the Patent and any prototypes thereof.

6.02 The parties hereto agree that neither the Purchaser nor Northland Packaging
     has now any right, title or interest in or to the Patent.

                                    ARTICLE 7

Indebtedness to the Seller and Charn
------------------------------------

7.01 The Purchaser agrees to cause Northland  Packaging to pay to the Seller and
     Charn on the fifth (5"')  business day following the  Adjustment  Date (the
     "Due Date") any bona fide  indebtedness  as at the Audit Date of  Northland
     Packaging  to the  Seller  and  Charn,  respectively.  For  clarity,  it is
     understood and agreed that such indebtedness, if any, shall nevertheless be
     included in the  calculation  of Debt for the purposes of section 2.03. All
     payments  pursuant to this section shall  include  simple  interest,  which
     shall be calculated on the payment  amounts from the Due Date to the actual
     payment date at the published  prime  commercial  lending rate of the Royal
     Bank of Canada, downtown Vancouver branch.

                                    ARTICLE 8
                                     CLOSING

Closing
-------

8.01 The purchase  and.  sale of the  Northland  Packaging  Shares and the other
     transactions  contemplated by this Agreement will be closed at the Place of
     Closing and Time of Closing in  accordance  with the closing  procedure set
     out in this Article S.

Documents to be Delivered by Seller
-----------------------------------

8.02 On or before the Closing,  the Seller will deliver or cause to be delivered
     to the  Purchaser:

     (a)  the original or certified copies of the charter documents of Northland
          Packaging  and all corporate  records  documents  and  instruments  of
          Northland Packaging, the corporate seal of Northland Packaging and all
          books and accounts of Northland Packaging; is


<PAGE>

     (b)  certificates   representing  the  Northland   Packaging  Shares,  duly
          endorsed for transfer to the  Purchaser,  together  with duly executed
          share certificates respecting the Northland Packaging Shares issued to
          the  Purchaser  and  recorded  in  the  share  register  of  Northland
          Packaging;

     (c)  all  reasonable  consents or approvals  required to be obtained by the
          Seller  and   Northland   Packaging   for  the   purposes  of  validly
          transferring  the Northland  Packaging  Shares to the  Purchaser,  and
          preserving and maintaining  the interest of Northland  Packaging under
          any and all Material Contracts and in relation to its Assets;

     (d)  the opinion of legal counsel to Northland Packaging respecting the due
          incorporation,  organization and good standing of Northland  Packaging
          and the transfer of the Northland  Packaging  Shares to the Purchaser,
          in form and substance satisfactory to the Purchaser acting reasonably;

     (e)  current payout statements from all lenders to which monies are owed by
          Northland Packaging; .

     (f)  duly  signed  consent   resolutions  of  the  directors  of  Northland
          Packaging, approving the transfer of the Northland Packaging Shares to
          the Purchaser; and

     (g)  duly signed resignations of all directors ofNorthland Packaging.

Documents to be Delivered by Purchaser
--------------------------------------

8.03 On or  before  the  Closing,  the  Purchaser.shall  deliver  or cause to be
     delivered to the Seller: (a) a certified resolution of the directors of the
     Purchaser approving the transaction  contemplated  hereby; and (b) a cheque
     in the amount of one hundred dollars ($100).

                                    ARTICLE 9
                                GENES PROVISIONS

Arbitration
-----------

9.01 All disputes  arising out of or in connection  with this  Agreement,  or in
     respect  of  any  legal  relationship   associated   therewith  or  derived
     therefrom,  shall  be  referred  to and  finally  resolved  by  arbitration
     administered by the British Columbia  International  Commercial Arbitration
     Centre pursuant to its Rules. The place of arbitration  shall be Vancouver,
     British Columbia, Canada.


<PAGE>

Notice
------

9.02 Any notice required or permitted to be given by any party will be deemed to
     be given when in writing  and  delivered  to the  address for notice of the
     intended  recipient by personal  delivery or by prepaid single certified or
     registered  mail. Any notice delivered by mail shall be deemed to have been
     received on the fifth business day after and excluding the date of mailing,
     except in the event of a  disruption  in  regular  postal  service in which
     event such  notice  shall be deemed to be  delivered  on the actual date of
     receipt.  Any  notice  delivered  personally  shall be  deemed to have been
     received on the actual date of delivery.

Addresses for Service
---------------------

9.03 The address for service of notice of each of the parties is as follows:

     (a)  The Seller:

RAISON  INVESTMENTS  INC.
c/o Charn Rai
490 - 789 West Pender Street
Vancouver,  British Columbia
V6C 1H2

     (b)  The Guarantor:

CHARN RAI
913  Henley  Street
New  Westminster,  British  Columbia
V3M 4B9

     (c)  the Purchaser:

CRYOPAK  INDUSTRIES INC.
Suite 1120 - 625 Howe Street
Vancouver, British Columbia
V6C 2T6

Attention: John F. Morgan, Director

Change of Address
-----------------

9.04 Any party may, by notice to the other parties change its address for notice
     to some other address in Canada or the United States and will so change its
     address for notice  whenever  the existing  address or notice  ceases to be
     adequate  for  delivery  by hand.  A post  office box may not be used as an
     address for service.

Further Assurances
------------------


9.05 Each of the  parties  will  execute  and  deliver  such  further  and other
     documents and do and perform such further and other acts as any other parry
     may  reasonably  require  to carry  out and give  effect  to the  terns and
     intention of this Agreement.

Time of the Essence
-------------------

9.06 Time is expressly declared to be of the essence of this Agreement.

Entire Agreement

9.07 The provisions contained herein, including the schedules hereto, constitute
     the entire  agreement  among the Seller and the  Purchaser  respecting  the
     subject   matter  hereof  and   supersede   all  previous   communications,
     representations  and  agreements,  whether  verbal  or  written,  among the
     Seller,  the Guarantor and the Purchaser with respect to the subject matter
     hereof.

Expenses
--------

9.08 Each party  `hereto  shall bear its own  expenses  in  connection  with the
     preparation  of this  Agreement  and  the  completion  of the  transactions
     contemplated hereby.

Enurement
---------

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

Assignment
----------

9.10 This  Agreement is not  assignable  by any party  without the prior written
     consent  of  the  other  parties,  which  consent  may be  unreasonably  or
     arbitrarily withheld.

Counterparts
------------

9.11 This Agreement may be executed in counterparts, each of which when executed
     by any party will be deemed to be an original and all of which counterparts
     will together  constitute one and the same Agreement.  Delivery of executed
     copies of this Agreement by telecopier  will  constitute  proper  delivery,
     provided that originally executed counterparts are delivered to the parties
     within a reasonable time thereafter.

Headnotes
---------

9.12 The headnotes  used in this  Agreement are for  convenience  only and shall
     have no bearing upon the legal interpretation of this Agreement.

<PAGE>

     IN WITNESS WHEREOF the parties have executed this Agreement effective as of
the day and year first above written.

                                                         CRYOPAK INDUSTRIES INC.

                                                               /s/ Harry Bygdnes
                                                               -----------------
                                                        Harry Bygdnes, President



                                                         RAISON INVESTMENTS INC.

                                                                   /s/ Charn Rai
                                                                   -------------
                                                           Charn Rai, Presidenat
/s/ ______________________
Witness



                                  Schedule "A"

To the Share  Purchase  Agreement  between  Cryopak  Industries  Inc. and Raison
Investments Inc., dated September 14, 2000


Definition of EBITDA

"EBITDA"  means  earnings  (computed  according to Canadian  generally  accepted
accounting  principles)  on a  consolidated  basis for  Northland  Packaging and
Northland Ice before interest, taxes,  depreciation and amortization,  exclusive
of revenues  from the  manufacture  and sale of CRYOPAK  and  exclusive  of all
expenses directly attributable to such revenues;

"CRYOPAK" means the Purchaser's patented flexible ice product.

For the purposes of the EBITDA definition only:

     1.   Northland  Packaging  and  Northland  Ice shall be the only  companies
          within  the  corporate  group  to  carry  on the ice  gel  and  custom
          packaging businesses, as is presently the case; and

     2.   Unless   approval  is  given  by  Charn,   such  approval  not  to  be
          unreasonably  withheld,  management salaries and management consulting
          fees of Northland  Packaging  and  Northland Ice will be for Charn and
          Raj Gill only.

<PAGE>

                                  Schedule "B"

To the Share  Purchase  Agreement  between  Cryopak  Industries  Inc. and Raison
Investments Inc., dated September 14, 2000


                    Northland Packaging Financial Statements

See attached financial statements as of August 31, 1999 and February 29, 2000.

<PAGE>

                                  Schedule "C"

To the Share  Purchase  Agreement  between  Cryopak  Industries  Inc. and Raison
Investments Inc., dated September 14, 2000


Equipment

     1.   see general collateral description on the security interest registered
          by National Leasing Group Inc. on February 18, 1999 (attachment marked
          "3").

     2.   see  September  1998 "Lease  Agreement"  with the North  Shore  Credit
          Union.  The  second  page  entitled  "Schedule  A" sets out the leased
          equipment (attachment marked "4").

     3.   see February,  1999 "Lease  Agreement"  with Leasecorp  Financial Inc.
          which  sets  out  three  sets  of  equipment   covered  by  the  lease
          (attachment marked "5").

     4.   heated hole punch,  "Tricam"  filtration  system,  four  conveyers and
          racking used to store inventory.

N.B. the extent of Northland  Custom  Packaging's  actual title to the equipment
during the respective lease terms will be determined by the terms and conditions
by each of the individual leases.


<PAGE>

                                  Schedule "D"

To the Share  Purchase  Agreement  between  Cryopak  Industries  Inc. and Raison
Investments Inc., dated September 14, 2000


Material Contracts

     1.   Collective Bargaining Agreement dated August 8, 2000.

     2.   Employment  agreements with each of Charn and Raj Gill, dated the date
          hereof.

     3.   current  security  agreement(s),  (ie both general and specific),  for
          each    situation    in    which    Northland    Packaging    is   the
          debtor/mortgagor/lessee:

          (i)  September 22, 1998 "all PAAP" general collateral  registration in
               favour of North Shore Credit Union. It expires in 2004. A copy of
               the PPR print out in respect of this  registration  is  attached,
               (marked "18").

          (ii) January 28, 1999 all present  and after  acquired  gel  packaging
               system[s]  collateral  registration  in favour of the North Shore
               Credit  Union.  It expires in 2004.  Northland  Packaging  is the
               co-debtor  along with  Northland Ice. A copy of the PPR print out
               in respect of this registration is attached, (marked "19").

          (iii)February 18, 1999 specific  equipment  collateral  list in favour
               of National  Leasing Group Inc. It expires in 2004. The equipment
               in question is a "sealer and markem." A copy of the PPR print out
               in respect of this registration is attached, (marked "20").

<PAGE>

                                  Schedule "E"

To the Share  Purchase  Agreement  between  Cryopak  Industries  Inc. and Raison
Investments Inc., dated September 14, 2000


Accounts Payable and Liabilities

          1.   Up-to-date list of Account  Payables and Long Term Liabilities of
               Northland Packaging:

               See  attached  one page  annotated  "Vendor  Aged  Summary  as at
               8/17/00"  list  (marked  "22"),  as well as the  above  described
               security registrations in Schedule "D" hereof.

          2.   Material Waivers or Surrenders

               (a)  Collective Bargaining Agreement dated August 8, 2000.


<PAGE>

                                  Schedule "F"

To the Share  Purchase  Agreement  between  Cryopak  Industries  Inc. and Raison
Investments Inc., dated September 14, 2000


     Permitted Encumbrances

     1.   see above listed security agreements in Schedule "D".

     2.   Certain assets used by Northland Packaging are owned by Northland Ice.

     3.   Certain assets used by Northland  Packaging are owned by the Purchaser
          or Cryopak Corporation.


<PAGE>

                                  Schedule "G"

To the Share  Purchase  Agreement  between  Cryopak  Industries  Inc. and Raison
Investments Inc., dated September 14, 2000


Purchaser Interim Financial Statements

See attached financial statements as of June 30, 2000.

CRYOPAK INDUSTRIES INC.
INTERIM CONSOLIDATED BALANCE SHEETS
AS AT JUNE 30, 2000 AND 1999
(Unaudited - Prepared by Management)

<TABLE>
<CAPTION>

                                                                       2000                   1999
-------------------------------------------------------------- ---------------------  ---------------------
<S>                                                                   <C>                  <C>
ASSETS

Current
   Cash                                                               $    2,615,339       $        184,378
   Accounts receivable                                                       699,253                511,501
   Inventory                                                                 113,104                 40,364
   Prepaid expenses                                                          121,328                195,670
-------------------------------------------------------------- ---------------------  ---------------------
                                                                           3,549,024                931,913

Term deposit - restricted                                                    132,074                125,649
Investments                                                                       75                     75
Capital assets                                                               414,426                484,387
Advances to related company                                                  202,557                 39,976
Intangibles                                                                  541,108                358,767
-------------------------------------------------------------- ---------------------  ---------------------

                                                                      $    4,839,264        $     1,940,767
-------------------------------------------------------------- ---------------------  ---------------------

LIABILITIES

Current
   Accounts payable and accrued liabilities                          $       395,360       $        248,698
   Current portion of capital lease obligation                               109,782                 81,000
-------------------------------------------------------------- ---------------------  ---------------------
                                                                             505,142                329,698
Capital lease obligation                                                     154,352                230,999
Convertible loan                                                           2,628,530                      -
Deferred income taxes                                                              -                 20,467
-------------------------------------------------------------- ---------------------  ---------------------
                                                                           3,288,024                581,164
-------------------------------------------------------------- ---------------------  ---------------------

SHAREHOLDERS' EQUITY

Share capital                                                             11,134,436             10,538,617
Equity component of convertible loan                                         908,073                      -
(Deficit)                                                               ( 10,491,269)         (   9,179,014)
                                                                           1,551,240              1,359,603
-------------------------------------------------------------- ---------------------  ---------------------

                                                                     $     4,839,264        $     1,940,767
-------------------------------------------------------------- ---------------------  ---------------------

</TABLE>

APPROVED BY THE BOARD:

/s/ R. Leigh Jeffs
------------------
Director

/s/ John F. Morgan
------------------
Director

<PAGE>

CRYOPAK INDUSTRIES INC.
INTERIM CONSOLIDATED STATEMENTS OF LOSS AND DEFICIT
FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999
(Unaudited - Prepared by Management)


<TABLE>
<CAPTION>
                                                                   2000                   1999
                                                                   ----                   ----
<S>                                                                <C>                    <C>
Sales                                                              $         685,031      $         317,179
Cost of goods sold, Schedule 1                                               323,771                177,276
Gross profit                                                                 361,260                139,903
Operating expenses, Schedule 2                                               683,081                507,008
Operating loss                                                      (       321,821)       (       367,105)

Other (income) expenses
   Filing, listing, and transfer agent fees                                    3,197                  5,125
   Other income                                                    (         33,121)                      -
                                                                   (         29,924)                  5,125

(Loss) for the period                                               (       291,897)       (       372,230)
(Deficit), beginning of period                                        (  10,199,372)        (    8,806,785)

(Deficit), end of period                                             $(  10,491,269)       $(    9,179,015)

</TABLE>


<PAGE>

CRYOPAK INDUSTRIES INC.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999
(Unaudited - Prepared by Management)

<TABLE>
<CAPTION>

                                                                   2000                   1999
                                                                   ----                   ----
<S>                                                                <C>                    <C>
Operating Activities
   Net (loss) for the period                                       $(       291,897)      $(       372,229)
   Adjustment for:
      Amortization                                                            63,665                 39,869
                                                                    (       228,232)       (       332,360)
   Other changes in working capital:
      Accounts receivable                                           (       290,696)       (       126,270)
      Inventory                                                               55,940      (         19,756)
      Prepaid expenses                                              (       100,446)       (       181,596)
      Accounts payable and accrued liabilities                      (       107,030)      (         28,269)
      Current portion of capital lease obligation                                  -     (           3,544)
   Cash used in operating activities                                (       724,446)       (       691,795)

Financing Activities
      Issue of shares                                                        204,199                326,167
      Capital lease obligation                                    (           1,968)       (        18,058)
      Proceeds from convertible loan                                       2,081,603                      -
   Cash provided by financing activities                                   2,283,834                308,109

Investing Activities
      Acquisition of capital assets                                (         34,171)       (        81,129)
      Advances to(from) related company                           (           8,901)                  8,893
      Purchase of intangibles                                       (       262,853)                      -
   Cash used in investing activities                                (       305,925)       (        72,236)

Increase (decrease) in cash, end of period                                 1,253,463        (      455,922)
Cash, beginning of period                                                  1,361,876                765,948
Cash, end of period                                                 $      2,615,339      $         310,026

</TABLE>


CRYOPAK INDUSTRIES INC.
INTERIM CONSOLIDATED SCHEDULES OF COST OF GOODS SOLD
FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999
(Unaudited - Prepared by Management)


<TABLE>
                                                                                                     Schedule 1
<CAPTION>

                                                                       2000                   1999
-------------------------------------------------------------- ---------------------  ---------------------
<S>                                                                 <C>                    <C>
Purchases                                                           $        254,559       $        142,668
Brokerage and tariffs                                                          2,599                  1,375
Delivery and freight                                                          28,737                 33,233
Equipment and storage costs                                                   37,876                      -
-------------------------------------------------------------- ---------------------  ---------------------

Total cost of sales                                                 $        323,771       $        177,276
-------------------------------------------------------------- ---------------------  ---------------------
</TABLE>

<PAGE>

                                  Schedule "I"

To the Share  Purchase  Agreement  between  Cryopak  Industries  Inc. and Raison
Investments Inc., dated September 14, 2000


Purchaser Financial Statements

See attached financial statements as of March 31, 2000.


<PAGE>

                                  Schedule "J"

To the Share  Purchase  Agreement  between  Cryopak  Industries  Inc and  Raison
Investments Inc., dated September 14, 2000


Labour Matters

Collective   Bargaining  Agreement  dated  August  8,  2000,  between  Northland
Packaging and the I.W.A. Canada, C.L.C. Local No. 2171.


<PAGE>

                                  Schedule "K"

To the Share  Purchase  Agreement  between  Cryopak  Industries  Inc and  Raison
Investments Inc., dated September 14, 2000


Litigation

None.


<PAGE>

                                  Schedule "M"

To the Share  Purchase  Agreement  between  Cryopak  Industries  Inc. and Raison
Investments Inc., dated September 14, 2000


Options and Warrants

     1.   Incentive  stock options to purchase up to 3,085,000  common shares at
          various prices between $0.52 and $0.86;

     2.   1999 Stock Option  Plan,  which  authorized  the granting of incentive
          stock  options to purchase up to 3,585,800  common shares at prices in
          compliance with the policies of the CDNX, of which 160,000 options are
          available to be granted.

     3.   Share  purchase  warrants to purchase  up to  _________222,000  common
          shares at various prices between $_______1.00 and $________1.15;

     4.   Purchase  rights in respect of the purchase of up to 2,000,000  common
          shares at a price of $0.75 per share,  subject to certain  performance
          criteria  in respect of the holder of such rights  generating  certain
          sales revenue for the Purchaser.

     5.   Debt of $3,637,500  convertible into up to 1,980,416 units,  each unit
          comprised  of one common  share and  one-half  non-transferable  share
          purchase warrant, each full warrant exercisable for one common share.


<PAGE>

                                  Schedule "N"

To the Share  Purchase  Agreement  between  Cryopak  Industries  Inc. and Raison
Investments Inc., dated September 14, 2000


Obligations and Guarantees

Nothing other than as disclosed in the previous schedules.