SHARE PURCHASE AGREEMENT --NORTHLAND ICE GEL INCORPORATED.

     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 1112

     ("Raison")

                                                              OF THE SECOND PART

     AND:

     CHARN RAI and LISA RAI, both of 913 Henley Street, New-Westminster, British
     Columbia, V3M 4B9

     (collectively   the   "Guarantor"  or   individually   "Chars"  or  "Lisa",
     respectively)

                                                               OF THE THIRD PART

     WHEREAS:

     A.   Northland Ice owns and operates the Business;

     B.   The Seller owns the Northland Ice Shares;

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

     D.   The Guarantor owns and controls Raison;

     E.   Raison owns Northland Packaging;

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

     "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  linutatiou,   the  Equipment,  all  the  inventory,  the  Material
     Contracts,  the Accounts Receivable and other debts owing to Northland Ice,
     the Intangible  Assets,  the Goodwill and all cash on hand or on deposit to
     the credit of Northland Ice 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  business  presently  conducted  by
     Northland Ice;

     "CDNX" means the Canadian Venture Exchange;

     "Closing"  means the completion,  on the Closing Date, of the  transactions
     contemplated hereby in accordance with Article 8;

     "Closing Date" means September 14, ?000;

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

     "Cryopak  Shares"  means  666,667  common  shares  without par value in the
     capital of the Purchaser to be issued by the  Purchaser to Raison  pursuant
     to section 2.02 hereof;

     "Debt"  means  the long  term  debt  plus  working  capital  deficiency  of
     Northland  Ice, if any,  calculated  in  accordance  with  section  2.03(c)
     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.

     "EBI'fDA" has the meaning set out in Schedule "A";

     "Equipment" means all machinery, manufacturing equipment, office equipment,
     furniture,  and  finnishings  used  in  the  Business,  including,  without
     limitation,  the items more  particularly  described  in Schedule  "C", but
     excluding  such items as are owned by Northland  Packaging 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
     tight to the  Purchaser to represent  itself as carrying on the Business in
     continuation of Northland Ice 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 necessmy  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 Ice,
     including,  without  limitation,  the Goodwill,  all  trademarks,  patents,
     logos, copyrights, designs, and 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  Ice in, to and under all trade and  non-trade
     contracts,  engagements or  commitments,  whether written or oral, to which
     Northland  Ice is  entitled  in  connection  with the  Business  whereunder
     Northland  Ice is obligated to pay or entitled to receive the sum of $5,000
     or more including, without limiting the generality of the foregoing, any


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

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

     "Northland  Ice  Financial   Statements"  means  the  unaudited   financial
     statements  of Northland  Ice for the year ended  February  29, 2000,  true
     copies of which are attached as Schedule "B";

     "Northland  Ice  Common  Shares"  means a total of  108,676  common  shares
     without par value in the capital of  Northland  Ice owned by Raison,  which
     constitute all of the issued and  outstanding  common shares in the capital
     of Northland Ice;

     "Northland  Ice Class "A"  Preference  Shares" means a total of 1,000 Class
     "A"  Preference  Shares in the capital of Northland  Ice owned by Charn and
     Lisa, which together with the Class "C" Preference Shares constitute all of
     the issued and  outstanding  preference  shares in the capital of Northland
     Ice;

     "Northland Ice Class "C"  Preference  Shares" means a total of 12,000 Class
     "C"  Preference  Shares in the  capital of  Northland  Ice owned by Raison,
     which together with the Class "A" Preference  Shares  constitute all of the
     issued and outstanding preference shares in the capital of Northland Ice;

     "Northland Ice 'Shares" means the Northland Ice Common Shares together with
     the Northland Ice Class "A"  Preference  Shares and the Northland Ice Class
     "C" Preference Shares;

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

     "Performance  Shares" means 500,000  common shares without par value in the
     capital  of the  Purchaser  to be issued  by the  Purchaser  to the  Seller
     pursuant to section 2.04 hereof;

     "Place of Closing"  means the ogees 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";

     "Securities" means collectively the Cryopak Shares and Performance Shares;

     "The Seller" or "the Seller" means, collectively, Raison- Charn and Lisa;

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

Any other terms defused 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  or 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 EXTDA
Schedule "B" Northland Ice 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 "L" Escrow Agreement
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 thus
     Agreement had been executed without the invalid  portion,  and it is hereby
     declared the intention oaf the parties that this Agreement  would have been
     executed  without  reference to any portion which mad-, for any reason,  be
     hereafter declared or held to be invalid.

Currency and Exchange Rate
--------------------------

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

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 SOS

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

2.01 (a)  Chara  agrees to sell to the  Purchaser  and the  Purchaser  agrees to
     purchase from - Cham 500 Northland Ice Class "A" Preference Shares, subject
     to the terms and conditions of this Agreement

     (b)  Lisa  agrees  to sell to the  Purchaser  and the  Purchaser  agrees to
          purchase  from Lisa 500  Northland  Ice Class "A7  Preference  Shares,
          subject to the terms and conditions of this Agreement.

     (c)  Raison agrees to sell to the  Purchaser  and the  Purchaser  agrees to
          purchase  from Raison  108,676  Northland Ice Common Shares and 12,000
          Northland Ice Class "C"  Preference  Shares,  subject to the terms and
          conditions of this Agreement.

<PAGE>

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

2.02 (a)  In  consideration  of the  sale  of the 50  Northland  Ice  Class  "A"
     Preference  Shares by Churn to the Purchaser,  the Purchaser  agrees to pay
     Churn five hundred thousand dollars  ($500,000) by certified cheque or bank
     draft at the Closing;

     (b)  in  consideration  of the  sale  of the 50  Northland  Ice  Class  "A"
          Preference Shares by Lisa to the Purchaser,  the  purchaser-agrees  to
          pay Lisa five hundred thousand dollars  ($500,000) by certified cheque
          or bank draft at the Closing;

     (c)  in  consideration  of the sale of 108,676  Northland Ice Common Shares
          and 12,000 Northland Ice Class "C" Preference  Shares by Raison to the
          Purchaser, the Purchaser agrees:

          (i)  to pay  one  million  two  hundred  thousand  dollars  to  Raison
               ($1,200,000)  (the "Cash',  such amount  comprised of one million
               dollars  ($1,000,000) to be paid by ceivfied cheque or bank draft
               at the Closing and a hold-back  of two hundred  thousand  dollars
               ($200.000) (the "Hold-back") subject to release and adjustment in
               accordance with section 2.03;

          (ii) at the Closing to issue to Raison the Cryopak Shares; and

          (iii) at the Closing to issue to Raison the Performance Shares.

Adjustment of Cash due to Debt and Hold-back
--------------------------------------------

2.03 (a) In the event that the Debt is less tha zero, an upward adjustment shall
     be made to the Cash on a dollar for dollar basis and such additional amount
     (the "Extra Cash") shall be paid by the Purchaser to Raison as pro-,ided in
     subsection (c) below.

     (b)  In the event that the Debt is greater than zero, a downward adjustment
          shall be made to the Cash on a dollar for dollar basis, and the amount
          of such reduction (the "Refund Cash") shall be repaid by Raison to the
          Purchaser as provided in subsection (c) below.

     (c)  The Extra Cash or Refund Cash, as applicable,  shall be paid or repaid
          by certified cheques or bank drafts in accordance with subsections (a)
          and (b) above on the fifth (M business day  following  the  Adjustment
          Date.  The Hold-back  shall be applied to the Refund Cash, if any, gad
          the balance of the Hold-back, if any, shall be immediately released to
          liaison.  The Refund  Cash,  if any,  shall be  increased  in order to
          include simple interest, which shall be calculated for the period from
          the  Closing  Date  to the  actual  payment  date,  inclusive,  at the
          published prime  commercial  lending rate of the Royal Bank of Canada,
          downtown  Vancouver  branch.  At the Closing,  and effective until the
          actual payment date, the Hold-back shall be deposited by the Purchaser
          with the Purchaser's legal counsel, Godinho,

<PAGE>

          Sinclair,  who shall  invest such funds on behalf of the  Purchaser in
          accordance  with  the  reasonable  written  direction  of the  Seller,
          subject to the rules  governing the keeping of trust .funds by lawyers
          in British  Columbia.  All earned interest on the aforesaid balance of
          the Hold back shall follow same.

     (d)  The Debt shall be calculated as at the close of business ova the Audit
          Date,  and  shall be  calculated  by the  Auditors  on or  before  the
          Adjustment  Date, at the SOIe 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 'fax Act of Canada to be prepared in respect of
          the deemed year end of Northland  Ice resulting  from the  transaction
          herein,  such  accrual  to  cover  the  cost of  Raison's  accountants
          preparing such  financial  statements and any resulting tax liability;
          and provided further that the aforesaid bad debts shall be assigned by
          Northland Ice to Raison,  as directed in writing by Raison,  who shall
          use its best  efforts to collect  such bad debts in such  manner as to
          not unduly  cause  animosity  between  Northland  Ice and any  ongoing
          customers of Northland  Ice; and provided  further that the  Purchaser
          shall cause Northland Ice to assist Raison in such  collection,  while
          not being  responsible  for such  collection.  Raison or its  assignee
          shall retain for its account all such bad debts collected.

     (e)  Notwithstanding  the  foregoing,  upon th  Debt  being  calculated  as
          hereinbefore  provided,  the following  adjustments,  if any, shall be
          made to the Debt:

          (i)  Debt shall be  recalculated  such that the required  calculations
               are made in  respect of  Northland  Ice and  Northland  Packaging
               together, mutatis mutandis; and

          (ii) any  inter-company   debt  betwee  Northland  Ice  and  Northland
               Packaging shall be considered to be working capital items for the
               purposes of defining and calculating the Debt.

Performance Shares
------------------

2.04 The Performance  Shares will  immediately be placed into escrow pursuant to
     the  Escrow  Agreement  and will be  released  from  escrow  in  accordance
     therewith. Until all of the Performance Shares are released or cancelled in
     accordance  with  the  terms  of  the  Escrow  Agreement,  Raison  and  its
     professional  advisors shall be entitled,  on reasonable  notice and during
     normal business hours, to review the financial records of Northland Ice and
     Northland Packaging,  as is reasonably necessary from time to time in order
     for  Raison to verify  any and all  calculations  in  respect  of  Raison's
     entitlement to releases from escrow.  Any such review shall be conducted in
     a confidential  manner and Raison  covenants to ensure that all information
     contained  within  such  financial  records  as are  so  reviewed  is  kept
     confidential  until such  information  enters the public domain  through no
     fault or cause of Raison or its professional  advisors,  and subject to any
     disclosure which may properly be made by Raison during any legal


<PAGE>

     or arbitration action which may be commenced by .Raison in order to achieve
     a release of unreleased Performance Shares. .

Section 85 Rollover
-------------------

2.05 The parties  acknowledge  and agree that the Seller  may,  in its  absolute
     discretion, require the filing of an election pursuant to section 85 of the
     Income Tax.  Act,  R.S.C.  1985 (5`" Supp.) c.1, as ,amended,  (hereinafter
     "the Act") and, if the Seller  requests,  the parties  will  jointly  elect
     pursuant  to section 85 to make an  election  in  prescribed  manner and in
     prescribed  form and with the  "agreed  amount" as defined by the Act to be
     determined  in the absolute  discretion  of the Seller,  provided that such
     agreed amount shall be within the parameters set forth in section 85.

2.06 The Purchaser will, by the Adjustment Date, arrange %ith Cornmunity Savings
     Credit  Union to be in a position  to  discharge  any  mortgage  and cancel
     guarantees  of the  Seller in  respect  of the two  existing  loans and the
     operating  line of  credit in favour  of  Northland  Ice,  which are in the
     aggregate amount of  approximately  $360,915 as at September 13, 2000, and,
     until such  discharge,  will  indemnify  the  obligants  and  guarantors in
     respect of any and all liability  arising  therefrom.  Notwithstanding  the
     foregoin" the  Purchaser  will use its  reasonable  best efforts to arrange
     same at the earliest possible date.

                                   ARTICLE 3
                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

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

3.01 Raison,  Charn and Lisa 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 Ice
-------------

     Corporate Status and Capacity

     (a)  Incorporation.  Northland Ice is a 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  Ice is not a  reporting  or public  company
          under the laws of British Columbia or of any other jurisdiction;

     (c)  Carrying  on  Business.  Northland  Ice carries on business is British
          Columbia and does not carry on any material  business  activity in any
          other  jurisdiction other than selling  activities.  Northland Ice has
          business offices on Annacis Island,

<PAGE>

          British Columbia and in no other  locations.  Neither the ownership of
          the Assets nor the nature of the Business  requires  Northland  Ice to
          register or  otherwise  be qualified to carry on business in any other
          jurisdiction;

     (d)  Corporate  Capacity.  Northland Ice 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 Ice consists
          of 10,000,000 common shares,  10,000,000 Class "A" Preference  Shares,
          1,000,000   Class  "B"   Preference   Shares   and   1,000,000   Class
          "C"Preference Shares;

     (f)  Ownership of Shares.  The issued and outstanding shares in the capital
          of Northland Ice are validly issued and  outstanding as fully paid and
          non-assessable  shares.  Raison is the registered and beneficial owner
          of the  Northland  Ice Common  Shares and 12,000 Class "C"  Preference
          Shares,  free and clear of any and all liens,  charges,  pledges,  and
          encumbrances.  Ch= is the registered and beneficial owner of 500 Class
          "A" Preference Shares,  free and clear of any and all liens,  charges,
          pledges, and encumbrances. Lisa is the registered and beneficial owner
          of 500  Class  "A"  Preference  Shares,  free and clear of any and all
          liens, charges, pledges, and encumbrances.;

     (g)  No Option. No person,  farm 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  Ice Shares or for the purchase,
          subscription  or issuance of any of the unissued shares in the capital
          of Northland Ice;

     (h)  Capacity . 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  Ice Shares to the
          Purchaser;

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

     Execution and Performance ofAgreernent

     (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

<PAGE>

          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  Ice 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
               Ice, 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 materia  alteration of Northland Ice's  obligations
               under any agreement to which Northland Ice is a party  including,
               without limitation, the Material Contracts;

          (iv) result in the creatio 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 Ice and the
               Seller or any of them are subject;

     Applicable Laws and Legal Matters

     (1)  Licences.  Northland  Ice  holds  all  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 Ice 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  have a  material  adverse  effect  on
          Northland Ice, and Northland Ice is not so in breach;

     (n)  Litigation.  There is no material  litigation or  administrative  or g
          overnmental  proceeding or enquiry  pending or  threatened  against or
          relating to Northland Ice, 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  lee that would form any
          material basis for any such action, proceeding or enquiry;

     (o)  No Bankruptcy.  Northland Ice 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  Ice and no order has been made or a  resolution  passed for
          the windixtg-up, dissolution or liquidation of Northland Ice;

<PAGE>

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

     Records and Financial Statements

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

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

     (s)  Financial Statements.  The Northland Ice Financial Statements are true
          and  correct  and  present   fairly  and   correctly  the  assets  and
          liabilities  (whether accrued,  absolute,  contingent or otherwise) of
          Northland Ice 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)  Accounts  Receivable.  All Accounts  Receivable as at the Closing Date
          are good and collectible without set-off or counterclaim provided that
          the  tern  "good  and  collectible"  as  used  herein  is  not  to  be
          interpreted to mean that the Seller warrants that a particular account
          receivable  will  actually  be  collected  and in such  instance  such
          non-collection  shall not render  Northland Ice  Financial  Statecncms
          inaccurate nor constitute a breach of the Seller's representations and
          warranties with respect thereto;

     (u)  Liabilities   and  PMles.-  There  are  no  liabilities   individually
          exceeding $5,000,  contingent or otherwise, of Northland Ice which are
          not disclosed in Schedule "L" hereto or reflected in the Northland Ice
          Financial  Statements,  and Northland Ice has not guaranteed or agreed
          to guarantee  any debt,  liability or other  obligation of any person,
          fun ox  corporation,  except as  disclosed  in Schedule  "B".  Without
          limiting the  generality  of the  foregoing,  all accounts  payable of
          Northland  lee,  individually  exceeding  $5,000 and due and owing for
          more than thirty days, are described in Schedule "E";

     (v)  Lone Term Debt.  Northland Ice has no material long term debt,  except
          as disclosed in Schedules "E" and "F".

<PAGE>

     (w)  No Company Debt to Related  Parties.  Northland Ice 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 Ice,  except as disclosed
          in Schedules "E" and "F";

     (x)  No Related Pam Debt to Northland Ice. The Seller is not'indebted to or
          under hmcial  obligation to Northland  Ice 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 Ice have ever been declared but not yet paid;

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

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

     (bb) No Adverse Events. Since the latest date of the Northlan Ice Financial
          Statements:

          (i)  condition of Northland Ice, its  liabilities or the Assets or any
               damage,   loss  or  other  change  in  circumstances   materially
               affecting  Northland Ice, the Business or the Assets or Northland
               Ice's right to carry on the  Business,  other than changes a1 the
               ordinary  course of business,  none of which has been  materially
               adverse;

          (ii) there has not been any  damage,  destruction,  los or other event
               (whether or not covered by  insurance)  materially  and adversely
               affec:fxq, Northland Ice, the Business or the Assets;

          (iii)there  has not been any  material  increase  in the  compensation
               payable or to become payable by Northland Ice 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;


<PAGE>


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

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

     Income Tax Matters

     (cc) Tax Returns.  All tax returns and reports of Northland Ice 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 fled
          by Northland  Ice or in  accordance  with any notice of  assessment or
          reassessment issued by any taxing authority have been so paid;

     (dd) Current Taxes.  Adequate  provisions  have 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 an extension of time with respect to
          the fling of any tax return by, or payment  of, any tax,  governmental
          charge or deficiency by Northland  Ice. 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 any assets used by Northland  Ice in  operating  the
          Business,   whether   under  a  lease,   rental   agreement  or  other
          arrangement, except as disclosed in Schedule "F;

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

     (gg) Insurance.  Northland  Ice  maintains  a minimum.  of  $'7,000,000  of
          product  liability  inmrauee 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 Ice;

     (ii) No Default.  There has not bee any default in a material obligation of
          Northland Ice or the Seller to be performed  under any of the Material
          Convaats,  each of which is in good  standing  and in full  force  and
          effect and unamended; and the


<PAGE>

          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 Ice,  except
          pursuant to the Collective Agreement.  Northland Ice 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 the inventories of Northland Ice
          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  Ice for the  purchase or sale of its  inventories
          have been made in accordance with its normal business custom;

     Equipment

     (mm) Equipment . The  Equipment bas been  maintained i 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

     (nn) Goodwill.  Northland Ice  currently  carries on the Busines only under
          the name "Northland Ice Gel  Incorporated" and under no other business
          ox trade  names.  Northland  Ice has carried on the  Business and been
          known as "Northland Ice",  `Northland" and "Northland  Group".  To the
          best of the knowledge of the Seller, Northland Ice has the legal right
          to use its corporate name and trade name, and the Seller is unaware of
          any names  similar to Northland  Ice's name -in use in any areas where
          the  Business  is  conducted.  The  Seller  has  no  knowledge  of any
          infringement by Northland Ice of any patent,  trademark,  copyright or
          trade secret,  nor any knowledge of any  infringement by others of the
          intellectual ptoptrs-ty of Northland Ice;

     The Business

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

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

<PAGE>
     (qq) To the  best  of  the  knowledge  of the  Seller,  Northland  Ice  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 Ice. 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;

Cryopak Shares and Performance Shares
-------------------------------------

     (rr) The Seller is acquiring . the  Securities  as  principal  and no other
          person, . corporation,  firm or other organization  will,  immediately
          following the Closing,  have a beneficial  interest in the Securities;
          and

     (ss) No person  has given to the  Seller any  undertaking  relating  to the
          future price or value of the Securities.

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  warrannty)  or  any
     investigation made by the Purchaser,  the representations and warranties of
     the Seller  shall  survive  the  Closing  and will remain in full force and
     effect for a period of three (3) years thereafter;

Indemnity
---------

3.03 Raison,  Charn and Lisa agree to jointly and severally  indetxuvfy mid 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
     -A-Arranty 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 tin promptly given to
     the Seller 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 lay  law.  F'w1her,  no  settlement  payment  may be made by the
     purchaser  before the Seller has been given the.  opportunity to consent to
     the terms of  settlement  or,  alternatively,  assume  the  defence of such
     indemnified matter.

Acknowledgements
----------------

3.04 The Seller acknowledges being notified by the Purchaser that:

<PAGE>

     (a)  No prospectus or offering  memorandum  has been filed by the Purchaser
          with the British  Columbia  Securities  Commission or delivered to the
          Seller in connection with the issuance of the Securities, 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

     (b)  Unless the Seller is otherwise  exempte  under the Act or  Regulations
          and the applicable  rules or policies of the CDNX, the Securities must
          be unconditionally  held for a period of four (4) months from the date
          of issue  thereof and may  thereafter  be subject to  restrictions  or
          notice requirements under the Act or Regulations upon disposition.

3.05 The Seller acknowledges having received  independent legal advice regarding
     the  ai  ition.  and  resale  of the  Securities  under  the  Act  and  the
     Regulations and any other cquist applicable securities laws.

                                    ARTICLE 4
                           GUARANTEE BY CHARN AND LISA

4.01 In consideration of the Purchaser  purchasing the Northland Ice 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

                                    ARTICLE 5
                 REPRESENTATIONS AND WARRANTIES OE THE PUR91ASER

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:

<PAGE>


     (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  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 62ital.  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 I.  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 Purcha.Ser to purchase,  redeem, or
          otherwise  acquire any of the issued and outstanding  common shares of
          the Purchaser;

     (e)  Stock Exchange Listing.  The common shares of the Purchaser are listed
          and _ posted for  trading on the CDNX and the  Purchaser  will use its
          rcasonable best efforts to ensure that its common shares ~ continue to
          be listed  and posted  for  trading on the CDNX or another  recognized
          stock  exchange  or  tracibig  system  until  the time that all of the
          Performance   Shares  have  either  been   released  or  cancelled  in
          accordance with the terms of the Escrow Agreement;

     (f)  Litigation . 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;

<PAGE>

     (g)  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;

     (h)  Charter  Documents.  The charter  documents of the Purchaser  have not
          been altered since the incorporation of the Purchaser, except as filed
          in the record books of the Purchaser,

     (i)  Books and Records.  The books and records of the Purchaser  fairly 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;

     (j)  Securities Compliance.  The Purchaser is a reporting issuer in British
          Columbia 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;


     (k)  BOR #9817. The Purchaser is presently  entitled to rely upon BOR #98/7
          of the  British  Columbia  Securities  Commission  in  respect  of the
          shorter  four  month  hold  periods;  .

     (1)  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;

     (m)  To the best of the knowIedge 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 by-law in force, or proposed,  that
          will mader dus  Agreement,  or any part of it, or the  representations
          and warrantic,<: of the Purchaser, or arty one of such representations
          and warranties, brvalid or inoperative;

     (n)  The audited  consolidated  balance  sheet of the Purchaser as at Match
          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,

<PAGE>

     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;

     (o)  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 is 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;

     (p)  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;

          (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 an 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 airy debt owed
               to or any waiver or  release of any rights or claims  held by the
               Purchaser or any of its subsidiaries  (except for  canecllations,
               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;

     (q)  The  Purchaser  will use its best effort to arrange for a discharge of
          the obligations  and guarantees  described in Schedule "2V" and, until
          such discharge, will


<PAGE>

          indemnify  the  obligants  and  guarantors  in respect of any. and all
          liability arising therefrom; and

     (r)  In the event that Cham's  employment  with  Northland lee or Northland
          Packaging is terminated  for any reason,  or he is removed as diiector
          or officer of Northland Ice or Northland  Packaging,  such termination
          will not, in itself, constitute a breach of this Agreement.

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.  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 Me parties 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 Ice 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 lee has
     now any right, title or interest in or to the Patent.

                                    ARTICLE 7

Indebtedness to the Seller
--------------------------

7.01 Me  Purchaser  agrees to cause  Northland  Ice to pay to the  Seller on the
     fifth (5") business day foIlowing the  Adjustment  Date (the "Due Date) any
     bona fide indebtedness as at the Audit Date of Northland Ice to the Seller.
     For clxcity, it is understood and agreed that suc:la indebtedness,  if any,
     shall  nevertheless be included in the calculation of Debt for the purposes
     of

<PAGE>

     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
-------

8.0  The  purchase  and  sale  of  the   Northland  Ice  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 8,

Documents to be Delivered by the 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
          Ice and all corporate  records documents and insttimtents of Northland
          Ice, the corporate seal of Northland Ice and all books and accounts of
          Northland Ice;

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

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

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

     (e)  the Escrow Agreement, dule executed by the Seller;

     (f)  current payout statements from all lenders to which monies are owed by
          Northland Ice;

     (g)  duly signed  consent  resolutions  of the dimctors of  Northland  Ice,
          approving the transfer of the  Northland Ice Shares to the  Purchaser;
          and


     (h)  duly signed resignations of all directors of Northland Ice.

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;  (b)  duly
     authorized and issued  certificates  representing  the Cryopak Shares ; (c)
     written  confirmation  from CIBC Mellow Trust in respect of the Performance
     Shares  having been issued and placed  into escrow in  accordance  with the
     Escrow  Agreement;  (d) a  certified  cheque or bank draft in the amount of
     five  hundred  thousand  dollars  ($500,000)  payable to Charn  Rai;  (e) a
     certified  cheque  or bank  draft in the  amount of five  hundred  thousand
     dollars ($500,000) payable to Lisa Rai; a certified cheque or bank draft in
     the  amount  of  one  trillion  dollars   ($1,000,000)  payable  to  Raison
     Investments  Inc.;  and (g) an  originally  signed copy of the  certificate
     required by FOR #98/7 in respect of the Securities.

                                    ARTICLE 9
                               GENERAL PROVISIONS

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

9.01 All disputes arising out of or in connection with this Agreetxacnt.,  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.

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  certi$ed 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

<PAGE>

     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 lave 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)  Raison:


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

     (b)  Charn:

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

     (c)  Lisa:

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

     (d)  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
------------------

<PAGE>

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 party
     may  reasonably  require  to carry  out and give  effect  to the  terms 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
     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  patties,  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 Agrccment 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, President

/s/ ________________                                                /s/ Lisa Rai
Witness


<PAGE>


                                  Schedule "A"

To  the  Share  Purchase  Agreement  between  Cryopak  Industries  Inc.,  Raison
Investments Inc., Charn Rai and Lisa Rai 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(TM)  and exclusive of all
expenses directly attributable to such revenues;

"CRYOPAK(TM)" 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.,  Raison
Investments Inc., Charn Rai and Lisa Rai dated September 14, 2000


                       Northland Ice Financial Statements

See attached financial statements as of February 29, 2000.


<PAGE>





                                  Schedule "C"

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



                                    Equipment

1. see attached "Major Machinery Asset List".

2. see attached "Fixed Asset Continuity Schedule".



<PAGE>





                                  Schedule "D"

To  the  Share  Purchase  Agreement  between  Cryopak  Industries  Inc.,  Raison
Investments Inc., Charn Rai and Lisa Rai 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. The main  operating  loan of Northland Ice is in the form of an August,  1999
line of credit  with a $400,000  maximum.  The lender is the  Community  Savings
Credit Union. Draw downs carry interest at a rate prime plus 1.5%. It is secured
by a  mortgage  against  the Rai  home.  Mr.  and  Mrs.  Rai  are  the  personal
guarantors.

4. Northland Ice is the debtor under a 1999 term loan from the Community Savings
Credit Union. It is in the amount of $100,000 plus interest at prime plus 1.25%.
This loan is secured by a  Commercial  Security  Agreement,  (copy of letter and
first page attached and marked "6").

5. A  $15,000.00  loan at prime  plus  1.5% with a two year term was made by the
Community Savings Credit Union on December 21, 1999. A copy of the first page of
the Commercial Promissory Note governing that loan is attached and marked "7".

6.  Attached  as "8" is a copy  of the  first  page  of the  December  21,  1999
Commercial Security Agreement that secures the above-mentioned loan. It attaches
to the two pieces of equipment specifically mentioned on it.

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

     (i) October 1995 "all "PAAP" general  collateral  registration in favour of
     the Community  Savings Credit Union.  It expires in 2002. A copy of the PPR
     print out in respect of this registration is attached and marked "9";

     (ii)  November  13, 1997 "all present  [but not  after-acquired]  property"
     general  collateral  registration in favour of the Community Savings Credit
     Union.  It expires in 2003. As well, two specific  pieces of equipment,  (a
     Mitsubishi  forklift  and a Clark  forklift),  were also  listed as vehicle
     collateral.  A copy of the PPR print out in respect of this registration is
     attached and marked "10";

     (iii) December 1997 vehicle registration (1998 Nissan Pathfinder) in favour
     of Jim Pattison Industries Ltd. It expires in 2002. A copy of the PPR print
     out in respect of this registration is attached and marked "11";

     (iv) September 1998 telecommunications equipment lease in favour of Telecom
     Leasing Canada (TLC)  Limited.  It expires in 2004. A copy of the PPR print
     out in respect of this registration is attached and marked "12";

     (v) September 1998 "all PAAP" general collateral  registration in favour of
     the North Shore  Credit  Union.  It expires in 2004.  Northland  Ice is the
     co-debtor  along with Northland  Packaging.  A copy of the PPR print out in
     respect of this registration is attached and marked "13";

     (vi) September 1998 specific equipment collateral list in favour of Copelco
     Capital Ltd. (The Purchaser is the co-debtor  along with Northland Ice). It
     expires  in  2001.  A  copy  of  the  PPR  print  out in  respect  of  this
     registration is attached and marked "14";

     (vii)  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  Ice is the  co-debtor  along with
     Northland  Packaging.  A copy  of the  PPR  print  out in  respect  of this
     registration is attached and marked "15";

     (viii)  July 7,  1999  specific  equipment  collateral  list in  favour  of
     Nathional  Leasing Group Inc. It expires in 2002. The equipment in question
     is a standard  container and two installed  vents.  A copy of the PPR print
     out in respect of this registration is attached and marked "16";

     (ix)  December 16, 1999  specific  equipment  collateral  list in favour of
     Community  Credit Union. It expires in 2001. The equipment in question is a
     "sealer  and  markem."  A copy  of the PPR  print  out in  respect  of this
     registration is attached and marked "17".





<PAGE>





                                  Schedule "E"

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



                        Accounts Payable and Liabilities

1. Up-to-date list of Accounts  Payables and Long Term  Liabilities of Northland
Ice

     See attached one page  annotated  "Vendor Aged Summary as at 8/17/00  list,
(marked "21"), as well as the above described security registrations on Schedule
"D" hereof.

2. Material Waivers or Surrenders

     (a) Collective  Bargaining Agreement dated August 8, 2000.
     (b) See security agreements disclosed in Schedule "D".






<PAGE>





                                  Schedule "F"

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




                             Permitted Encumbrances

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

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

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




<PAGE>





                                  Schedule "G"

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



                     Purchaser Interim Financial Statements

See attached financial statements as of June 30, 2000.

<PAGE>






                                  Schedule "I"

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



                                 Labour Matters

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



<PAGE>





                                  Schedule "K"

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




                                   Litigation

None.



<PAGE>





                                  Schedule "L"

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



                                Escrow Agreement

See attached.



<PAGE>





                                  Schedule "M"

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



                           Obligations and Guarantees

Nothing other than as disclosed in the previous schedules.