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

                                                                  March 20, 1998

DAVID PATRIQUIN
2306 Folkstone Way
West Vancouver, B.C.
V7S 3C7

Dear Mr. Patriquin:

Re: Guarantee of Lease of Model L-18 Pouch Machine (U.S.$167,285)

We confirm that, in  consideration  of your above mentioned  guarantee,  we have
agreed,  subject  to VSE  approval,  to pay a bonus to you.  The  bonus  will be
comprised  of cash  and  non-transferable  share  purchase  warrants.  The  cash
component  will be $2,392 per  month,  payable on the 20th day of each month (or
the first business day  thereafter,  if the 20th falls on a weekend or holiday).
Once we obtain  the  necessary  VSE  approval,  any late  payments  will  become
immediate  due.  This cash bonus  will be  payable  over a maximum of 10 months,
subject  to  cancellation  in the event  that we are able to obtain a release of
your  guarantee.  The  remainder  of your  bonus  will be  comprised  of 119,608
nontransferable  share purchase warrants,  exercisable for 119,608 common shares
in our  capital  for a period of two years from the date  hereof,  at a price of
$0.40 per share in the first year and $0.46 per share in the second  year.  Upon
VSE approval being obtained,  we will issue the full number of warrants,  In the
event that we obtain a release of your  guarantee,  the warrants  will expire 30
days later,  but the minimum  exercise term will  nevertheless  be one year. The
warrant  certificate  will be in the form  attached  hereto as Schedule "A", and
contain the terms, conditions and understandings set out therein.

You  acknowledge and understand that no prospectus has been filed by us with the
British Columbia Securities  Commission in connection with the proposed issuance
of the warrants, the issuance is exempted from the prospectus requirement of the
Securities  Act  (British   Columbia)  (the  "Act")  or  any  regulations   (the
"Regulations") promulgated pursuant to the Act and that:

(1) you are restricted from using most of the civil remedies available under the
Act and the Regulations;

(2) you may not  receive  information  that would  otherwise  be  required to be
provided to you under the Act and the Regulations; and

(3) we are relieved from certain  obligations  that would  otherwise apply under
the Act and the Regulations.

We both agree to do all further  acts and execute all further  documents  as are
reasonably  necessary  in order to  effectively  carry  out the  intent  of this
agreement.

Please confirm by your signature  below that the foregoing  accurately  reflects
the terms of our bonus arrangement.

Yours truly,

CRYOPAK INDUSTRIES INC.

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

Agreed and Confirmed

/s/ David Patriquin
-------------------
David Patriquin


<PAGE>

                                  SCHEDULE "A"

THE WARRANTS  REPRESENTED BY THIS WARRANT  CERTIFICATE  AND ANY SHARES  ACQUIRED
UPON THE EXERCISE  THEREOF ARE SUBJECT TO A HOLD PERIOD AND MAY NOT BE TRADED IN
BRITISH  COLUMBIA UNTIL THE EXPIRY OF THE HOLD PERIOD EXCEPT AS PERMITTED BY THE
SECURITIES ACT (BRITISH  COLUMBIA) AND REGULATIONS  MADE UNDER THE ACT. THE HOLD
PERIOD EXPIRES AT MIDNIGHT ON MARCH 20,1999,  HOWEVER,  PURSUANT TO THE POLICIES
OF THE VANCOUVER  STOCK EXCHANGE THE WARRANTS,  IF  EXERCISABLE  FOR A PERIOD OF
MORE THAN ONE YEAR,  REMAIN NOW  TRANSFERABLE  FOR THE  BALANCE OF THE  EXERCISE
PERIOD.

119,608 Share Purchase Warrants                        Void After March 20, 2000

                       SHARE PURCHASE WARRANT CERTIFICATE

                            CRYOPAK INDUSTRIES INC.

               (incorporated under the laws of British Columbia)

THIS IS TO CERTIFY  THAT,  for value  received,  David  Patriquin  (the "Warrant
Holder") of 2306  Folkstone Way, West  Vancouver,  B.C., V7S 3C7, shall have the
right to purchase from CRYOPAK INDUSTRIES INC. (the "Company"), upon and subject
to the terms and conditions hereinafter referred to, at any time up to 4:00 p.m.
(Vancouver  time) on March  20,  2000 (the  "Expiry  Time")  one fully  paid and
non-assessable  common share of the Company for each warrant  represented hereby
at the price of Cdn.$0.40 per share if exercised on or before March 20, 1999 and
Cdn.$0.46  per share if  exercised  after  such date and on or before  March 20,
2000.  After the Expiry Time this warrant  certificate and all rights  conferred
hereby  shall be void and of no value.  In the event that the Company  obtains a
release of the Warrant  Holder's  guarantee  of the  Company's  Model L-18 Pouch
Machine,  the Expiry  Time shall be the  earlier of March 20,  2000 and the date
which is 30 days after the date of  obtaining  the  aforesaid  release,  but not
earlier than March 20, 1999.

The right to purchase  common shares of the Company may only be exercised by the
Warrant Holder within the time hereinbefore set out by:

     (a) duly completing and executing the subscription form attached hereto, in
the manner therein indicated;

     (b) surrendering  this warrant  certificate to the Company's  Registrar and
Transfer Agent, CIBC Mellon Trust Company, at its principal office in Vancouver,
British Columbia; and

<PAGE>

     (c)  paying the  appropriate  purchase  price for the common  shares of the
Company subscribed for, either in cash or by certified cheque.

Upon  surrender  and payment,  the Company will issue to the Warrant  Holder the
number of common shares  subscribed for. Within three business days of surrender
and payment the Company will mail to the Warrant Holder a certificate evidencing
the common shares  subscribed for. If the Warrant Holder subscribes for a lesser
number of common  shares  than the number of shares  permitted  by this  warrant
certificate,  the Company shall  forthwith  cause to be delivered to the Warrant
Holder a further warrant certificate in respect of the common shares referred to
in this warrant certificate but not subscribed for.

In the event of any  subdivision  of the  common  shares of the  Company as such
shares are  constituted  on the date  hereof,  at any time  while  this  warrant
certificate is outstanding,  into a greater number of common shares, the Company
will  thereafter  deliver  -at the  time or  times  of  purchase  of the  shares
hereunder,  in addition to the number of shares in respect of which the right to
purchase is then being  exercised,  such  additional  number of shares as result
from such  subdivision  without any  additional  payment or other  consideration
therefore.

In the event of any  consolidation  of the common  shares of the Company as such
common shares are constituted on the date hereof, at any time while this warrant
certificate is outstanding, into a lesser number of common shares, the number of
shares represented by this warrant  certificate shall thereafter be deemed to be
consolidated  in like  manner and any  subscription  by the  Warrant  Holder for
shares  hereunder shall be deemed to be a subscription for shares of the Company
as consolidated.

In the event of any  reclassification  of the common  shares of the Company,  or
amalgamation  with or into any other  company,  at any time while  this  warrant
certificate is outstanding,  the Company shall thereafter deliver at the time of
purchase  of shares  hereunder  the  number of shares of the  appropriate  class
resulting  from the  reclassification,  or the number of shares of the resulting
company, as the Warrant Holder would have been entitled to receive in respect of
the  number of shares so  purchased  had the right to  purchase  been  exercised
before such reclassification or amalgamation.

If at any time while this warrant  certificate is outstanding  the Company shall
pay any stock dividend upon the common shares of the Company in respect of which
the right to purchase is herein given, the Company shall  thereafter  deliver at
the time of purchase of shares hereunder, in addition to the number of shares in
respect of which the right to purchase is then being  exercised,  the additional
number of shares of the appropriate  class as would have been outstanding on the
record date for the payment of the stock dividend.

<PAGE>

The holding of this warrant certificate or the warrants represented hereby shall
not constitute the Warrant Holder a member of the Company.

Time shall be of the essence hereof.

This warrant  certificate shall not be valid for any purpose whatsoever until it
has been  countersigned by or on behalf of the Company's  Registrar and Transfer
Agent.

IN WITNESS WHEREOF THE COMPANY has caused this warrant  certificate to be issued
by its duly authorized signatory.


CRYOPAK INDUSTRIES INC.                      CIBC MELLON TRUST COMPANY

By: /s/ Harry Bygdnes                        By: /s/
---------------------                        -------------------------
Authorized Signatory                         Authorized Signatory


DATE: April 20, 1999

<PAGE>

                               SUBSCRIPTION FORM

CIBC MELLON TRUST COMPANY
Concourse Level
1177 West Hastings Street
Vancouver, B.C.
V6E 2K3

Dear Sirs/Mesdames:

The undersigned hereby exercises the right to purchase and hereby subscribes for
_______________ common shares in the capital of CRYOPAK INDUSTRIES INC. referred
to in the warrant certificate  surrendered  herewith according to the conditions
thereof and herewith  makes payment by cash or certified  cheque of the purchase
price in full for the said shares.

Please issue a certificate for the shares being purchased as follows in the name
of the undersigned:

                                        NAME:_______________________________
                                             (please print)

                                        ADDRESS:____________________________

                                        ____________________________________

                                        ____________________________________

Please deliver a warrant certificate in respect of the common shares referred to
in the warrant  certificate  surrendered  herewith but not presently  subscribed
for, to the undersigned.

DATED this ____ day of ____________, 19__.

                                             _______________________________
                                             (signature)

<PAGE>

                             CANADIAN WESTERN BANK


MASTER LEASE AGREEMENT DATED: MARCH 11, 1998
                              --------------
BETWEEN:

     CANADIAN  WESTERN  BANK,  a  body  corporate  having  an  office  at  #401,
15127 100th Avenue Surrey, D.C. V3R ON9
("Lessor")

AND:

     CRYOPAK  INDUSTRIES,  INC.  a body  corporate  under  the  laws of  BRITISH
COLUMBIA  having an office at 1120-625 HOWE  STREET,  VANCOUVER  B.C.
("First Lessee")


1. Lease,  Lessor leases to Lessee.  and Lessee leases from Lessor, all property
("Equipmenr)  described  In an  present  and  future  schedules  to  this  Lease
("Schedules"). The term of lease for each Item of Equipment fferm") commences on
the dale  specified In the  relevant  Schedule  and  continues to the  specified
expiry date, The rent for each Item of Equipment Is the amount designated In the
Schedule  Including  any Interim or prepaid rent and 99 applicable  sal6s,  use,
value added,  goods and services or similar taxes rRent").  Lessee will pay Rent
as provided In each Schedule free of offset or  counterclaim.  No prepayment may
be made without Lessor's written consent.

2.  Use.  Equipment  will be kept by  Lessee at the  location  specified  In the
Schedule.  Lessee  will  not give up  possession  of  (except  for  repair)  nor
transfer,  nor sublet the Equipment nor assign or encumber this Lease nor remove
the Equipment from the Province without  Lessor's prior written consent.  Lessee
will not  permit the  Equipment  to be used by anyone  other than  Lessee or Its
employees.  Lessee shall comply with all  manufacturer's and dealer's manuals or
Instructions, all Insurers' requirements and all laws In any way relating to the
possession, use or maintenance of the Equipment.  Lessee will keep the Equipment
free of any  environmental  contamination or other hazardous or toxic substances
and cause the  Equipment to be  transported,  used and  maintained  so as not to
cause, either directly or Indirectly,  any environmental  contamination or other
hazardous  or toxic  condition.  Lessor  may  during  business  hours  enter the
premises  where the Equipment Is located to Inspect the Equipment or observe Its
use. Lessee will give Lessor Immediate notice of any seizure, attachment lien or
other judicial process affecting any Equipment and, on request, advise Lessor of
the exact location of the Equipment.  Lessee will use the Equipment for business
purposes only.  Lessee will keep the Equipment free of Hens and encumbrances and
pay all fees,  assessments,  Ones and taxes  arising In  respect  of  ownership,
lease, rental, sale, possession, use or operation of Equipment.

3.  Installation,  Maintenance and Repairs.  Lessee is responsible for delivery,
Installation,   de-installation,   re-delivery,   maintenance   and   repair  of
the.Equipment by parties acceptable to Lessor. Lessee will keep the Equipment In
good repair,  condition and mechanical  working order.  Lessee will not make any
alterations  to the  Equipment  which  diminish  Its value.  All  additions  and
Improvements  will be Lessor's  property.  Lessee will,  unless Lessor otherwise
directs, return the Equipment at Its expense to the location Lessor specifies at
the expiration or termination of the Term In good  condition,  ordinary wear and
tear resulting from proper use excepted.

4. Loss.  Lessee  assumes  the entire  risk of loss with  respect to any damage.
destructioti,  loss or theft  of  Equipment,  whether  or not  through  Lessee's
default or neglec(and Lessee's obligations under this Lease will not be affected
by any such  damage,  destruction,  loss or theft.  In the event of any  damage,
destruction, loss or theft of Equipment. Lessee will Immediately pay Lessor as a
genuine  pre-estimate of liquidated damages,  the "Present Value" (as defined In
paragraph 10.3(a)).

S. Insurance. Lessee will Insure throughout the Term the Equipment against loss,
theft,   destruction  or  damage  from  any  cause  whatsoever.   together  with
comprehensive  general  liability  Insurance,  In  form,  for  amounts  and with
Insurers acceptable to Lessor. Each Insurance policy will name Lessor and Lessee
as Insured,  name Lessor as loss payee and contain a clause  providing  that the
policy will not be cancelled or altered  without at least 15 days prior  written
notice to Lessor.  Lessee will  deliver to Lessor all  Insurance  policies  with
premiums prepaid, or provide evidence satisfactory to Lessor that such Insurance
Is In place, an or before the date of delivery of Equipment. Lessee will deliver
to Lessor,  prior to expiration of any policy,  proof of renewal satisfactory to
Lessor.  Lessee  will  Immediately  advise  Lessor  of all  accidents  Involving
Equipment and all claims made of actions commenced In respect of Equipment,  and
forward all  correspondence  and legal process In respect thereof to the Insurer
with copies to Lessor.  11 loss or damage  occurs and Lessee Is not In violation
of the terms of any such policy and no Event of Default has occurred Lessor will
pay Lessee any  Insurance  proceeds  received  by Lessor In excess of the amount
owing under paragraph 4.

6. Lessor's Performance. If Lessee falls to perform any obligation,  Lessor may,
but Is not  obligated to,  perform such  obligation  and any amount  expended by
Lessor will be paid by Lessee to Lessor on demand.

<PAGE>

7.  Miscellaneous.  If more  than  one  Lessee  is named  In this  Lease,  their
liability Is joint and several.  Lessee will  execute all  documents  and do all
things Lessor  reasonably  requires to give effect to this Lease. If a provision
of this Lease Is wholly or partially Invalid, at Lessor's option this Lease will
be Interpreted as If the Invalid provision was excluded.  Time Is of the essence
of this  Lease.  This Lease and Its  Schedules  are  governed by the laws of the
Province  where the Equipment Is located and Lessee attoms to the  non-exclusive
Jurisdiction or the Courts of such Province.  The terms and conditions contained
In the attached Schedule, and any subsequent Schedules,  are hereby Incorporated
by reference In this  Agreement.  This Lease and the  Schedules  constitute  the
entire  agreement  between  Lessor and Lessee and may only be amended by written
agreement.  Lessee  acknowledges  receipt of a copy of this Lease and waives all
right to receive copies of any financing statement,  financing change statement,
verification  statement or other filing with respect to this Lease. any Schedule
or any amendment or supplement thereto.

8.  Successors  and Assigns.  This Lease enures to the benefit of and Is binding
upon the parties and their successors and permitted assigns.  This Lease and the
Equipment may be transferred and assigned by Lessor without Lessee's consent and
Lessee accepts such transfer and assignment and waives notice  thereof.  Lessor,
If not  CANADIAN  WESTERN  BANK,  transfers  and  assigns  Its right,  title and
Interest In and to this Lease and the  Equipment  to CANADIAN  WESTERN  BANK and
directs  Lessee to make all  payments  and give all notices to CANADIAN  WESTERN
BANK, #401, 151127-100th Ave., Surrey, B.C. V3R ON9 Notwithstanding any transfer
and  assignment  by Lessor,  such  Lessor and not the  assignee.  unless  agreed
between  such  Lessor and tho  assignee,  will  continue  to be bound to perform
Lessor's obligations.

9.  LESSEE  CONSENTS  TO AND  AUTHORIZES  LESSOR  AND  ANY  POTENTIAL  ASSIGNEE
OBTAINING INFORMATION ABOUT LESSEE FROM ANY CREDIT REPORTING AGENCY OR ANY OTHER
PERSON.

20. The Lessee  hereby  waives its rights under SA8 of The  Limitation  of Civil
Rights Act, RSS 1978, c. L-6 and all similar rights under similar or replacement
legislation.

CANADIAN WESTERN BANK (Lessor)

CRYOPAK INDUSTRIES, INC.
------------------------
(Print Name of First Lessee)

Per:/s/
---------------------------
(Authorized Signatory)

Per: /s/
---------------------------
(Authorized Signatory)

LEIGH JEFFS  DIRECTOR
---------------------
Print Name and Title

<PAGE>


                             CANADIAN WESTERN BANK

SCHEDULE NO. 1

TO MASTER  LEASE  AGREEMENT  DATED MARCH 11,  1998 (Lessor  leases to Lessee the
Equipment  described below, on The terms and conditions of this Schedule and the
Master Lease Agreement.)

QUANTITY            MANUFACTURER/       MODEUSERIAL             EQUIPMENT
                     DESCRIPTION            NO.                   COST
--------             -----------            ---                   ----
1              WINPAK LANE MODEL L-18 POUCH MACHINE S/N#182222   $358,825.61


EQUIPMENT LOCATION:  British Columbia
                     ----------------

TERM AND RENT PROVISIONS

LEASE TERM:              COMMENCEMENT DATE: March 20, 1998
                         EXPIRY DATE:       July 20, 2002
                         RENT PERIOD:       Monthly

RENT PROVISIONS:    A. EQUAL PAYMENTS: PERIOD BASE RENT:    $ 8,397.48
                                        PST:    $               587.82

                                        GST:                    587.82

                      TOTAL RENTAL PAYMENTS:                $445,066.44
                                                  (plus applicable taxes)
PLUS, EXCLUSIVE OF TAXES, ONE-TIME ADMINISTRATION FEE: $_________________

B. VARIABLE (As set out In (he schedule below):


NO. OF PAYMENTS         PERIOD BASE     NO.OF PAYMENTS       PERIOD BASE
                            RENT            RENT

Plus applicable Provincial Sales Tax and Goods and Services Tax and one-time
Administration fee of $_________

PREPAID RENT:            NUMBER: One              AMOUNT:  $9,573.12

PAYMENTS

Lessee will pay all Rent to Lessor In advance on the _____ day of each Period of
the  Term at  Lessor's  address  In the  Master  Lease  Agreement  or as  Lessor
otherwise  designates In writing.  All payments shall be by cheque or bank draft
or  by  payments  drawn  from  a  specified  account  of  Lessee  pursuant  to a
Pre-authorized  Payment  Debit  delivered  by  Lessee  to  Lessor.  If,  between
execution  date and  Commencement  Date,  thereference  rate  used by  Lessor to
calculate Rent based on the  Equipment's  purchase  price changes,  Rent will be
adjusted  correspondingly.  as specified  by Lessor to Lessee  during the Term's
first Period.

ADJUSTMENT OF PAYMENTS (LEASE BASED ON A FLOATING INTEREST RATE

Each rental  payment  shall be adjusted to reflect any Increases or decreases in
the Prime Rate. For the purpose of this adjustment the Lessor's starting rate of
return on this lease  Investment  is n/a % per annurn above the  Lessor's  Prime
Rate of n/a%. as at the late of this Schedule.  Whenever  rental payments are to
be adjusted as herein provided.  such  adjustments  shall be made as of the last
Panking day of each month In each calendar quarter of the term of this Schedule,
so as to reflect the Prime Rate as of that day.  The  idjustment  on each rental
payment due during the next succeeding  month shall be calculated and payable at
such adjusted rate. The total of all such adjustments,  together with applicable
provincial  sales tax, If any,  and goods and services  tax,  shall be paid each
calendar  quarter  and upon  issue of a notice or billing  by the  Lessor.  Such
payment shall be made by the Lessee or the Lessor, depending on whether there is
a net  Increase or decrease In the rental  payments for the  preceding  calendar
quarter,  and  the  final  rental  payment  shall  reflect  any  such  remaining
adjustments.  The  Lessor  may,  however,  In lieu of a payment to the Lessee in
respect of such adjustment payment, issue a credit quote for the amount of such
adjustment,  to be applied  first to any arrears of rental and then  against the
next rental  payment(s)  becoming  due under this  Schedule.  The Lessee  hereby
acknowledges  It may obtain from The Lessor  upon  request  confirmation  of its
Prime Rate during he term of payment hereunder and waives further notice of such
Prime Rate.

INTERIM RENT

From and  Including  the date on which Lessee signs the Delivery and  Acceptance
Certificate to the Date (he first full  Instalment of Rent becomes due,  (unless
otherwise  agreed by Lessor)  Lessee  shall pay an Interim  Rent  calculated  by
dividing the Period Base Rent by an mount equal to 30  multiplied  by the number
of days In a Period  and  multiplying  the result by the number of days from and
Including  (lie ate of the  Delivery  and  Acceptance  Certificate  to,  but not
Including the first day of the first Period.

<PAGE>

PREPAID RENT

Lessee  will pay Lessor on the  Commencement  Date any  Prepaid  Rent  specified
above,  such  Prepaid  Rent being deemed to be received by Lessor as a condition
precedent  to the  obligations  of Lessee  and not as a deposit or  security  to
compensate Lessor for damages. All Prepaid Rent remains Lessor's property and Is
not refundable to Lessee.  Prepaid Rent will be applied against Rent payments In
inverse order of maturity if the Lease  remains In force and In good  standing;
otherwise  Prepaid Rent may be applied by Lessor against any amounts owing under
the Master Lease Agreement.

OPTION TO PURCHASE

PURCHASE PRICE: $ 35,882.56         PURCHASE DATE:MARCH 20, 2002

Lessor grants Lessee options to purchase  Lessor's title to the Equipment at The
Purchase Price and on the Purchase Date  specified  above or at a Purchase Price
of the  Equipment's  fair market value (as  determined  by Lessor) on a Purchase
Date of the last day of the Term.  An option may be exercised  by Lessee  giving
notice to Lessor of Its Intention to exercise the option at least 30 days before
the Purchase Date. It Is a condition precedent to Lessor's  obligations that, at
the time of such notice and on the Purchase Date there be no Event of Default or
any event  which,  with the  giving  of  notice or lapse of time or both,  would
constitute  an Event of Default.  The giving of such notice  shall  constitute a
binding  agreement  for the sale and purchase of the  Equipment on the terms and
conditions  provided  herein.  The Equipment will be sold on an "as Is where Is"
basis  free  of  warranties  or  representations,  express  or  implied,  as  to
durability,  marketability,  suitability, quality or condition of the Equipment.
The Purchase  Price will be paid to Lessor on the Purchase Date and Lessee shall
bear the cost of any federal or provincial  taxes,  license or registration fees
or other  assessments  or charges  Imposed on or connected  with the sale of the
Equipment.  It Lessee exercises  neither option,  (file shall remain with Lessor
and Lessee shall return the Equipment as provided by the Lease.

Lessee and Lessor have executed this  Schedule on the  respective  dates set out
below and this  Schedule  shall be deemed to have been  executed on the later of
such dates.

CANADIAN WESTERN BANK (Lessor)

CRY0PAK INDUSTRIES, INC.
------------------------
(Print Name of First Lessee)

Per: /s/
--------------------------
(Authorized Signatory)

Per: /s/
--------------------------
(Authorized Signatory)

LEIGH JEFF     DIRECTOR
-----------------------
PRINT NAME AND TITLE

<PAGE>


                               AMENDMENT OF LEASE

THIS LEASE AMENDMENT AGREEMENT dated as of this 27th day of February, 1998.

BETWEEN:

          THE STANDARD LIFE ASSURANCE COMPANY
          # 1025 - 625 Howe Street
          Vancouver, British Columbia
          V6C 2T6

          (the "Landlord")

AND:

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

          (the "Tenant")

     WITNESSES  that in  consideration  of the sums of $1.00 now paid by each of
the Landlord and Tenant to the other and other good and valuable  consideration,
the receipt and  sufficiency  of which each of the  Landlord  and Tenant  hereby
acknowledges, the Landlord and Tenant agree that:

1. DEFINITIONS.  In this Agreement:

(a)  "Building" means the building(s) located on the lands described in Schedule

(b)  "Effective Date" means November 1, 1997.

(c)  "Lease" means that certain lease of the Premises granted by the Landlord or
     its predecessor-in-title to the Tenant or its predecessor-in-title dated as
     of July 2, 1992;  Amendment of Lease dated February 24,1993; and Renewal of
     Lease dated October 24, 1997.

<PAGE>

(d)  "Premises" mean those certain  premises which are the subject of the demise
     under the Lease and which are situated in the Building.

(e)  other words which are initially  capitalized  herein will have the meanings
     given to them in the Lease.

2.  AMENDMENT.  From and after the Effective  Date, the Lease will be amended as
set out in Schedule "B" which will form part of this Agreement.

3. CONTINUING EFFECT. The Lease, as herein amended,  will continue in full force
and effect.

4 GOVENANTOR.  if any person,  firm ef corporation  guaranteed or covenanted the
Tenant's obligations under the Lease, the Tenant will cause such person, firm or
corporation to execute and deliver to the Landlord the confirmation  attached as
Schedule  "C"  concurrently  with the  Tenant's  execution  and delivery of this
Agreement to the Landlord

5. ENURING  EFFECT.  This  Agreement will enure to the benefit of and be binding
upon  the  Landlord   and  Tenant  and  their   respective   heirs,   executors,
administrators, successors, and permitted assigns.

<PAGE>


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

The Standard Life Assurance Company

per: /s/
--------------------
Authorized Signatory

If the Tenant is a corporation:

The corporate seal of Cryopak Industries      )
Inc. was hereunto affixed in the presence of: )
                                              )
per: /s/                                      )
----------------------------                  )
Authorized Signatory                          )
                                              )
per: /s/                                      )
----------------------------                  )
Authorized Signatory                          )


<PAGE>

                                   SCHEDULE A

Description of Land:

ALL AND SINGULAR those certain premises situate,  lying and being in the City of
Vancouver,  in the Province of British Columbia, and more particularly described
as follows:

Lot D
Block 41
District Lot 541
Plan 15917

<PAGE>

                                   SCHEDULE B

Amendments of Lease:

1. Delete the  following  Clauses of the  Amendment of Lease dated  February 24,
1993 and replace with:

1. Schedule "B" - Clause 1

     (i) Part 1, 7(r)  "Premises"  mean the office space located on the eleventh
     (11th) floor of the Building  consisting of 2,039 rentable square feet more
     or less, and outlined in red on the floorplan attached as Schedule "C".

     (ii) Part 1, 7(t)  "Share"  means  1.5532%  being the  Tenant's  portion of
     Operating  Costs and Taxes and being the proportion  that the rentable area
     of the Premises bears to the rentable area of the Building.