AGREEMENT IN PRINCIPLE

                            CRYOPAK INDUSTRIES INC.
                           Suite 1120-625 Howe Street
                            Vancouver, B.C. V6C 2T6

                                                              September 15, 1999

Charn and Lisa Rai
913 Henley Street
New Westminster, B.C.
V3M 4B9

Dear Mr. and Mrs. Rai:

RE:  PURCHASE OF NORTHLAND ICE-GEL INC. AND NORTHLAND CUSTOM PACKAGING INC.
     (COLLECTIVELY ("NORTHLAND")

This is to inform you that we have  reached an agreement in principle in respect
of our purchase from you of your 100% equity  interest in  Northland.  The basic
terms are as follows:

1.   You will sell your 100% equity interest to us.

2.   We  will  pay  $2,000,000  in  cash to you and  assume  up to  $200,000  of
     Northland  debt;  but if the debt is less than $200,000 we will pay in cash
     the corresponding amount to you.

3.   We will issue  667,000  common shares to you at a deemed value of $0.75 per
     share.

4.   We will also issue  500,000  performance  escrow  shares to you at a deemed
     value of $0.75 per share,  such  shares to be  released  from escrow at the
     rate of 100,000  shares per year based upon  Northland  achieving a minimum
     $700,000 EBITDA per year.

5.   Northland  will enter into a 5 year  employment  contract  with Mr. Rai. He
     will receive an annual  salary of $100,000 and a bonus at the end of year 1
     eaqual to 25% of EBITDA above $700,000. The bonus structure in years 2-5 is
     to be  negotiated  at the beginning of year 2 and will be subject to mutual
     agreement.  He will  maintain his club  membership  and leased car. We will
     grant  incentive  stock options to him in respect of 250,000 common shares,
     which will vest at the rate of 50,000 per year.

6.   Northland will also enter into a 5 year employment  contract with Raj Gill.
     He will  receive an annual  salary of $60,000 and will also receive a bonus
     to be determined.  He will maintain his club  membership and leased car. We
     will grant  incentive  stock  options  to him in respect of 100,000  common
     shares, which will vest at the rate of 20,000 per year.

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7.   This  agreement  in  principle  is to be replaced as quickly as  reasonably
     possible with a binding formal  purchase  agreement.  We will pay a $50,000
     deposit to you on the signing of the purchase agreement.  This deposit will
     be  non-refundable  in the event that we are at fault for  failing to close
     this purchase.

8.   The purchase  agreement will be subject to satisfactory due diligence by us
     and to the  approval  of the  Vancouver  Stock  Exchange.  It will  also be
     subject  to  us  obtaining  a  valuation  of  Northland  for a  minimum  of
     $3,000,000 in a form acceptable to the Vancouver Stock Exchange.

9.   The purchase agreement will clarify your respective  ownership interests in
     Northland as well as the allocation of the aforesaid cash and shares.

Kindly confirm that the foregoing accurately reflects the terms of our agreement
in principle by signing where indicated below. We will then immediately initiate
the process of drafting the formal purchase agreement.

Yours truly

Cryopak Industries, Inc.

Per:  /s/ Harry Bygdnes
      -----------------
      Harry Bygdnes, President

Confirmed as of the above date:

/s/ Charn Rai
-------------
Charn Rai


/s/ Lisa Rai
------------
Lisa Rai