CRYOPAK INDUSTRIES INC.

                              CONSULTING AGREEMENT



     This  Consulting  Agreement  is made and entered into this 1st day of April
1999, by and between C.C.R.I. CORPORATION, a Colorado Corporation ("Consultant')
and CRYOPAK INDUSTRIES INC. (the "Company").

It is agreed as follows:

     I. Consultant  Services - Consultant hereby agrees to perform and provide a
full range of development services for the Company.  Consultant will perform the
Services with the assistance and full  participation  of Mr. Malcolm McGuire and
his associates. The services will include, but not be limited to, the following:

          1. Investor Relations Program:

               (a)  Preparation  of a Corporate  Profile,  suitable for use with
          brokers and investors (research, write, design, print and distribute).
          All content is subject to the Company's approval.

               (b) Design and  implement a Plan for both the short and long term
          promotion of investor interest in the Company,

               (c)  Interface  with the  investment  community  on behalf of the
          Company, and publicly promote investor interest in the Company in this
          setting.

               (d) Assist the Company in preparing press releases, upon request,
          and introduce the Company to appropriate  financial  writers and media
          persons.

               (e) Prepare and distribute FAX pieces  designed  specifically  to
          promote  interest  in the  Company  (utilizing  C.C.R.J.'s  broker and
          investor FAX NETWORK).

               (f) Enlist  additional  quality  market  makers for the Company's
          stock.

               (g) Introduce  Company personnel to key persons in the investment
          community  and to C.C.R.I.s  network of brokers,  financial  planners,
          money managers, analysts, and investors. This will include promotional
          meetings in select cities,

               (h) Include  information about the Company in a mailing that will
          target 10,000 selected appropriate institutions,  brokers,  investment
          firms and individual investors.

               (i)  Develop  a list of key  brokers  that can be  cultivated  on
          behalf of the Company and its stock,  and seek to enhance the interest
          of these brokers in the Company.

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               (j) Assist,  when requested,  in the preparation of presentations
          to broker and investor groups.

               (k) Provide quality Internet exposure via C.C.R.I.'s Web Site.

               (l) Work with Company's  officers to develop an ongoing  in-house
          program for investor relations.

          2. Financial Activities.

               (a) Assist in identifying  financial  sources,  both domestic and
          International.

               (b) Introduce  Investment  Banking  Relationships as required and
          appropriate.

               (c) Work in tandem  with the Company to ensure  necessary  growth
          capital  as well  as the  achievemerA  of net  capital  sufficient  to
          accomplish a NASDAQ listing.

               (d) Generally; oversee and facilitate all financing activities.

     II. Compensations - Subject to the provision of this Agreement, the Company
shall pay Consultant the following as full compensation for the Services for the
term hereof.

          1.  Initial  Retbiner.  The Company  shall pay  Consultant  an initial
     retainer of $20,000,  payable as c~ the date hereof,  as  compensation  for
     Consultant's initial due diligence and - researcl expenses,  preparation of
     Corporate  Profile,  mailing of said  profile and  complete  monitoring  of
     mailing responses,  ($10,000 to be paid at the signing of the Contract, and
     $10,000 at time profile is approved).

          2. Monthly  Retainer,  The Consultant shall receive a monthly retainer
     in the amount of $6,000,  but half of the initial 12 month term's  retainer
     (ie. $36,000) shall be paid up front.

          3.  Expenses,  The  Company  will  reimburse  Consultant's  reasonable
     administrative  expenses in performing the Services,  payable in arrears on
     the Vt day of each month upon  Consultant's  delivery  to the Company of an
     itemized statement of such expenses for the previous month, payable up to a
     maximum of $2,000 per month,  unless otherwise  negotiated  between Company
     and Consultant.

          4. Project Expenses. The company shall pay Consultant project expenses
     for costs of promotional events and materials, such expenses to be approved
     in advance by the Company,  and to be payable upon submission by Consultant
     to the Company of itemized statements  accounting for such expenses,  or at
     the  discretion  of the  Company,  upon the  Company's  receipt  of written
     estimates  of such  expenses.  In certain  circumstances,  the Company will
     prepay the  consultant's  airfare or hotel  costs  directly as agreed to in
     advance by the parties.

<PAGE>

          5. Additional  Compensation.  Consultant shall additionally  receive a
     Fee equal to 6% of the net proceeds of any financing  which are a result of
     the Consultant activities, subject to securities regulatory approval.

     lll. Related Matters.

          1.  Corporate  Profile.  Consultant  agrees to  produce  a  full-color
     four-page promotional brochure, (cost covered in initial retainer).

          2. Mailing. Within forty-five (45) days of the date of this Agreement,
     the  Consultant  shall  cause to be mailed  certain  pre-printed  materials
     (corporate profile) which shall include an attached card returnable to the
     Consultant,  encouraging  the recipient to request  appropriate  materials,
     created by the Consultant. Cost covered in initial retainer.

          3. Prior Approval of Published Materials. Consultant shall provide the
     Company for Us review and comment  copies of any  tangible  communications,
     whether written or recorded on audio, video or film media, which Consultant
     may give to any person in providing the Services.  Consultant shall provide
     such  copies to the  Company a minimum  of two (2)  business  days prior to
     Consultant's  first Proposed use of such  materials,  or more than five (5)
     business days prior if necessary, to provide the Company the opportunity to
     make any revisions it deems  appropriate  and necessary to such  materials.
     Consultant  shall not use material in performing the Services which contain
     any statement which is false or misleading;  provided that consultant shall
     not  be  responsible  for  the  accuracy  or  completeness  of  information
     furnished to it in writing by the Company.

          4. Nondisclosure of Confidential or Insider Information.

               (a)  In  the  course  of  performance  of  Consultant's   duties,
          Consultant may receive information which is considered material inside
          information  within the meaning and intent of the Canadian  provincial
          or United  States  federal  securities  laws,  rules and  regulations.
          Consultant  will not disclose this  information  to others,  except as
          expressly  authorized by the Company and will not use this information
          directly or indirectly for the benefit of Consultant or as a basis for
          advice to any other party  concerning  any decision to buy,  sell,  or
          otherwise  deal in the  Company's  securities  or  those of any of its
          affiliated companies.

               (b)  The   provisions   of  this  Section  4  shall  survive  the
          termination or expiration of this Agreement.

<PAGE>

          5. Scope of Engagement  Consultant shall retain the legal status of an
     independent contractor.  In no event shall Consultant be or be deemed to be
     an employee or agent of the Company,  or to qualify for  benefits  afforded
     such persons as Company employees.  Consultant has no power or authority to
     act for, represent, or bind the Company.

          6. Term.  This  Agreement  shall  commence  on the date first  written
     above, and shall terminate on the one-year anniversary of such date, unless
     earlier  terminated  by either  party  pursuant  to the terms  hereof.  The
     Agreement will  automatically  renew for a second year if not terminated in
     writing.

          7. Termination.  Either party may terminate this Agreement at any time
     upon thirty (30) business days' notice. In the event that this Agreement is
     terminated  by  either  party  prior  to the end of the  one-year  term the
     Consultant shall be entitled. to reimbursement of expenses through the date
     of termination.

          8.  Assignment.  This  Agreement  shall be binding  upon the  parties'
     respective successors and permitted assigns.  Neither party may assign this
     Agreement or any of its rights or obligations  hereunder  without the prior
     written consent of the other party.

          9. Notices.  All notices and other official  communicaflons under this
     Agreement  shall be in writing and deemed  sufficiently  given if delivered
     personally or mailed by first class mail,  postage  prepaid,  to (if to the
     Company):  CRYOPAK  INDUSTRIES,   INC.,  Suite  1120  -  625  Howe  Street,
     Vancouver,  British  Columbia  Canada  V6C-2T6  Attention:  Harry  Bygdnes,
     C.E.O.; and (if to Consultant): C.C.R.I. Corporation, 3104 E. Camelback Rd.
     #539,  Phoenix,  AZ 85016,  Attention:  Malcolm  McGuire,  or to such other
     address as  Consultant  or the Company may from time to time  designate  in
     writing.  Notices shall be effective upon delivery if delivered personally,
     and on the third business day after mailing if mailed.

          10.  Severability.  In the event any one or more of the  provisions of
     this Agreement is determined to be invalid,  illegal or unenforceable,  the
     remaining  provisions  of the  Agreement  shall  remain  in full  force and
     effect,  unless the removal of the provisions of the Agreement so nullified
     would render meaningless either party's performance here-under.

          11.  Headings.  The  headings  used  in  this  Agreement  are  for the
     convenience  of the  parties  only and shall not in any way limit or affect
     the meaning or interpretation of any of the terms.

          12. Entire  Agreement This Agreement  constitutes the entire agreement
     between the parties with respect to the subject matter  embraced  hereunder
     and  except  as  expressly~,  incorporated  herein,  supersedes  all  prior
     agreements,  promises,  proposals,   representations,   understandings  and
     negotiations,   whether   written  or  oral  '  between  the  parties.   No
     modifications, amendment, supplements, to or waivers of this Agreement, any
     of the terms or  conditions  hereof shall be binding upon the parties or of
     any effect unless made in writing and duly signed by both parties.

          13.  Governing Law. This Agreement  shall be governed by and construed
     in accordance with the laws of the State of Arizona,  without regard to the
     principles  of  Laws.  Consultant  agrees  to  act in  the  Company's  best
     interests  and to comply with all  applicable  laws,  including  securities
     laws. In addition,  Consultant acknowledges being familiar with Policy 8 of
     the Vancouver Stock Exchange.

          14.  Currency.  All  currency  herein  shall be a reference  to United
     States

Accepted by:

C.C.R.I. Corporation                         CRYOPAK INDUSTRIES, INC.


By:/s/ Malcom McGuire                        By:/s/ Harry Bygdnes
---------------------                        --------------------
Malcom McGuire, President                    Harry Bygdnes, C.E.O.

Date: April 1, 1999                          Date: April 1, 1999