DERMA SCIENCES INC
SUNSHINE GUARANTEE
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>exhibit_10-04.txt
<DESCRIPTION>SUNSHINE GUARANTEE
<TEXT>
            CONTINUING, ABSOLUTE AND UNCONDITIONAL GUARANTY AGREEMENT


In consideration of Laurentian Bank of Canada, a Canadian Chartered Bank having
a branch at 989 Derry Road East, Suite 303, Mississauga, Ontario L5T 2J8, (the
"Lender") heretofore or hereafter (1) extending or agreeing to extend any credit
or other financial accommodation to or relying on any guaranty, endorsement or
other assurance of payment of Dumex Medical Canada Inc., a corporation residing
at, or organized under the law of Canada and having its chief executive office
at 104 Shorting Road, Toronto, Ontario M1S 3S4 (the "Borrower") or (2) agreeing
to any direct or indirect extension, renewal, refinancing or other modification
or replacement of or waiving or forbearing from exercising any right or remedy
relating to any obligation heretofore or hereafter arising or accruing as a
result of any such credit or other financial accommodation, and for other
valuable consideration, the receipt of which is acknowledged, Sunshine Products,
Inc., a corporation residing at, or organized under the law of the State of
Missouri and having its chief executive office at 214 Carnegie Centre, Suite
100, Princeton, NJ 08540, (the "Guarantor") agrees with the Lender as follows:

1.   DEFINITIONS

     In this Agreement:

     (a)  Claim: "Claim" means any claim, however asserted and whether now
          existing or hereafter arising or accruing, for (i) the recovery of any
          money or Collateral heretofore or hereafter received, applied or
          retained by the Lender in payment or satisfaction of any of the
          Obligations (including, but not limited to, any such claim involving
          any allegation that any money constituted trust funds or that the
          receipt, application or retention of any money or Collateral or the
          grant, perfection or other creation or protection of any security
          interest in or other lien on any Collateral constituted a preference
          or fraudulent conveyance or transfer) or (ii) whether or not correctly
          or legally imposed, any tax, assessment, fee, charge, interest, fine
          or penalty imposed by any government, political subdivision or other
          taxing authority, or any deduction or withholding for any such tax,
          assessment, fee, charge, interest, fine or penalty required, as a
          result of the execution, delivery to the Lender or performance by the
          Guarantor of, any filing or registration of or with respect to, or any
          payment made pursuant to, this Agreement or otherwise in connection
          with this Agreement other than any income or franchise tax imposed on
          the Lender by any government, political subdivision or other taxing
          authority or any interest, fine or penalty relating to any such income
          or franchise tax.

     (b)  Collateral: "Collateral" means, other than any guaranty pursuant to
          Section 2 of this Agreement, (i) any collateral, subordination,
          guaranty, endorsement or other security or assurance of payment,
          whether now existing or hereafter arising or accruing, that now or
          hereafter secures the payment of or is otherwise applicable to any of
          the Obligations or any obligation of the Guarantor pursuant to this
          Agreement or (ii) any obligation of the Lender, whether pursuant to
          any deposit account or certificate of deposit or otherwise, that is
          now or hereafter available for setoff against any of the Obligations
          or any obligation of the Guarantor pursuant to this Agreement.

     (c)  Obligations: The "Obligations" means collectively all obligations to
          the Lender in any capacity for (i) the payment of any money, however
          evidenced, regardless of kind, class or form, whether for the payment
          of any principal, interest, fee, charge, cost or expense or otherwise,
          incurred for any business, commercial or agricultural purpose or
          otherwise, now existing or hereafter arising or accruing, created
          directly or by any assignment or other transfer, direct or indirect,
          absolute or contingent (whether pursuant to any guaranty, endorsement
          or other assurance of payment or otherwise), similar or dissimilar or
          related or unrelated and whether or not arising or accrued subsequent
          to any commencement of or made, proved, voted or allowed as a claim in
          any case or other proceeding pursuant to any bankruptcy, insolvency or
          similar statute, or (ii) the performance of any obligation other than
          an obligation to pay any money that have been heretofore or are
          hereafter incurred by, in any capacity and whether alone or otherwise,
          the Borrower or, if the Borrower is not an individual, any direct or
          indirect successor of the Borrower or any direct or indirect
          transferee of all or substantially all of the assets of the Borrower.

     (d)  Other Obligor: "Other Obligor" means, other than the Guarantor and the
          Borrower, any Person who or that is now or hereafter liable, whether
          directly or indirectly or absolutely or contingently, for the payment
          of any of the Obligations.

     (e)  Person: "Person" means (i) any individual, corporation, partnership,
          limited liability company, joint venture, trust, unincorporated
          association, government, political subdivision or other taxing
          authority, (ii) any court, agency or other governmental body or (iii)
          any other entity, body, organization or group.

2.   GUARANTY

     The Guarantor guarantees, without any setoff or other deduction, in lawful
money of Canada and in immediately available funds, the payment when due,
whether by acceleration or lapse of time or otherwise, of the Obligations
without any limitation as to amount. Such guaranty is a continuing, absolute and
unconditional guaranty and a guaranty of payment rather than collection.

3.   REINSTATEMENT OF OBLIGATIONS

     Each portion of the Obligations heretofore or hereafter paid or satisfied
by any money or Collateral heretofore or hereafter received, applied or retained
by the Lender and later recovered from the Lender as a result of any Claim shall
be reinstated as part of the Obligations for purposes of this Agreement as of
the date it originally arose or accrued.

4.   INDEMNIFICATION

     The Guarantor shall indemnify the Lender on demand, without any limitation
as to amount, against each liability, cost and expense (including, but not
limited to, if the Lender retains counsel for advice, litigation or any other
purpose, reasonable attorneys' fees and disbursements) heretofore or hereafter
imposed on, incurred by or asserted against the Lender as a result of any Claim.

5.   EXPENSES

     The Guarantor shall pay to the Lender on demand each reasonable
out-of-pocket cost and expense (including, but not limited to, if the Lender
retains counsel for advice, litigation or any other purpose, reasonable
attorneys' fees and disbursements) hereafter incurred by the Lender in
endeavouring to enforce any obligation of the Guarantor pursuant to this
Agreement or preserve or exercise any right or remedy of the Lender pursuant to
this Agreement or arising or accruing as a result of this Agreement.

6.   FURNISHING OF INFORMATION

     Promptly upon the request of the Lender, the Guarantor shall furnish to the
Lender all information reasonably requested by the Lender and relating to the
Guarantor or the business, operations, assets, affairs or condition (financial
or other) of the Guarantor (including, but not limited to, financial statements
prepared in a form satisfactory to the Lender and, if reasonably requested by
the Lender, audited, reviewed or compiled by an independent certified public
accountant satisfactory to the Lender).

7.   POSTPONEMENT OF RIGHT OF SUBROGATION AND SIMILAR RIGHTS

     Until (a) the final and indefeasible payment in full of (i) the
Obligations, (ii) each liability, cost and expense that the Guarantor is
obligated to pay pursuant to Section 4 of this Agreement and (iii) each cost and
expense that the Guarantor is obligated to pay pursuant to Section 5 of this
Agreement and (b) the expiration or other termination of each commitment and
other agreement of the Lender to extend any credit or other financial
accommodation to the Borrower, the Guarantor shall not exercise, commence or
prosecute any action or other legal proceeding relating to or otherwise enforce,
or attempt or agree or otherwise incur any obligation to exercise, commence or
prosecute any action or other legal proceeding relating to or otherwise enforce,
whether now existing or hereafter arising or accruing, any right of subrogation,
indemnification, reimbursement or contribution, or any similar right, against
the Borrower or any Other Obligor in connection with this Agreement or any of
the Obligations (including, but not limited to, pursuant to any agreement,
instrument or other document providing any Collateral).

8.   TERMINATION

     This Agreement shall remain in full force and effect until and shall
terminate only upon (a) the actual receipt by an officer of the Lender at the
chief executive office of the Lender of a written notice of (i) the termination
of this Agreement by the Guarantor or (ii) the dissolution or cessation of
existence of the Guarantor, (b) the expiration of a reasonable period of time
for the Lender to act upon such written notice and (c) the final and
indefeasible payment in full of (i) each portion of the Obligations (A) arising
or accrued before such receipt of such written notice and the expiration of such
period of time, (B) thereafter arising or accruing as a result of any credit or
other financial accommodation theretofore committed or otherwise agreed to by
the Lender or (C) thereafter arising or accruing as a result of any of the
Obligations described in clause (c)(i)(A) or (B) of this sentence (including,
but not limited to, (I) all interest, fees, charges, costs and expenses
thereafter arising or accruing with respect to any of the Obligations described
in such clause (c)(i)(A) or (B) and (II) all of the Obligations thereafter
arising or accruing as a result of any direct or indirect extension, renewal,
refinancing or other modification or replacement of any of the Obligations
described in such clause (c)(i)(A) or (B)), (ii) each liability, cost and
expense that the Guarantor is obligated to pay pursuant to Section 4 of this
Agreement with respect to any Claim theretofore or thereafter arising with
respect to any of the Obligations described in clause (c)(i) of this sentence
and (iii) each cost and expense that the Guarantor is obligated to pay pursuant
to Section 5 of this Agreement, whether theretofore or thereafter arising or
accruing.

9.   Representations and Warranties

     The Guarantor represents and warrants to the Lender that (a) the execution,
delivery to the Lender and performance of this Agreement by the Guarantor (i) do
not and will not violate applicable law, any judgment or order of any court,
agency or other governmental body by which the Guarantor is bound or, if the
Guarantor is not an individual, any certificate or articles of incorporation or
organization, by-laws, operating or partnership agreement or other charter,
organizational or other governing document of the Guarantor or any resolution or
other action of record of any shareholders, members, directors or managers of
the Guarantor, (ii) do not and will not violate or constitute any default under
any material agreement, instrument or other document by which the Guarantor is
bound, (iii) if the Guarantor is not an individual, are and will be in
furtherance of the purposes and within the power and authority of the Guarantor
and (iv) do not and will not require any authorization of, notice to or other
act by or relating to any Person (including, but not limited to, if the
Guarantor is not an individual, any shareholder, member, director or manager of
the Guarantor) that has not been duly obtained, given or done and is not in full
force and effect and (b) this Agreement is enforceable in accordance with its
terms against the Guarantor subject to only to the following qualifications:

     (i)  an order of specific performance and an injunction are discretionary
          remedies, and in particular, may not be available where damages are
          considered an adequate remedy; and

     (ii) enforcement may be limited by bankruptcy, insolvency, liquidation,
          reorganization, reconstruction and other similar laws generally
          affecting enforceability of creditor's rights.

10.  CERTAIN CONSENTS AND WAIVERS

     (a)  Consents: Except to the extent expressly provided in this Agreement,
          this Agreement shall not be modified or terminated, no obligation of
          the Guarantor pursuant to this Agreement and no right or remedy of the
          Lender pursuant to this Agreement or arising or accruing as a result
          of this Agreement shall be impaired or otherwise adversely affected,
          and no such right or remedy shall be waived, by any act, omission or
          other thing, whether heretofore occurred or hereafter occurring. The
          Guarantor knowingly, voluntarily, intentionally and irrevocably
          consents, without any notice, to each act, omission and other thing,
          whether heretofore occurred or hereafter occurring, that would or
          might, but for such consent, modify or terminate this Agreement,
          impair or otherwise adversely affect any such obligation, right or
          remedy or operate as a waiver of any such right or remedy. Without
          limiting the generality of the preceding two sentences, this Agreement
          shall not be modified or terminated, no such obligation, right or
          remedy shall be impaired or otherwise adversely affected by, no such
          right or remedy shall be waived by, and such consent shall apply to,
          whether heretofore occurred or hereafter occurring, (i) any direct or
          indirect extension, renewal, refinancing or other modification or
          replacement of, or any assignment or other transfer, compromise,
          cancellation, discharge, invalidity, impairment, unenforceability or
          change in any term or condition of, defence with respect to or grant
          of any participation in, any of the Obligations or any other
          obligation of the Guarantor, the Borrower or any Other Obligor or
          other Person, (ii) any acceptance of any Other Obligor, (iii) any
          taking, increase or decrease in value, impairment or release of,
          collection or sale, lease or other disposition of or other realization
          upon or failure or delaying to call for, take any property as, hold,
          preserve, protect, insure or collect, sell, lease or otherwise dispose
          of or otherwise realize upon any Collateral, (iv) any failure or
          delaying to perfect, keep perfected or maintain the priority of any
          security interest in or other lien on any Collateral, (v) any exercise
          or waiver of, failure or delaying to exercise, forbearance from
          exercising or failure to give any notice prior to exercising any right
          or remedy of the Lender or any other Person relating to any of the
          Obligations or any Collateral or against the Guarantor, the Borrower
          or any Other Obligor or other Person, (vi) any case or other
          proceeding pursuant to any bankruptcy, insolvency or similar statute
          with respect to the Guarantor, the Borrower or any Other Obligor or
          other Person, (vii) any failure of the Lender or any other Person to
          make, prove or vote any claim relating to any of the Obligations or
          any Collateral, or any failure of any such claim to be allowed, in any
          case or other proceeding pursuant to any bankruptcy, insolvency or
          similar statute, (viii) the Obligations being at any time or from time
          to time paid in full or reduced and then increased or exceeding any
          amount, (ix) any refusal or other failure of the Lender or any other
          Person to grant any or any additional credit or other financial
          accommodation to the Guarantor, the Borrower or any Other Obligor or
          other Person or provide to the Guarantor any or complete and accurate
          information relating to the Borrower or any Other Obligor or other
          Person or the business, operations, assets, affairs or condition
          (financial or other) of the Borrower or any Other Obligor or other
          Person, (x) any notice to the Lender or any other Person from the
          Guarantor, the Borrower or any Other Obligor or other Person not to
          grant any or any additional credit or other financial accommodation to
          the Borrower or to take or not to take any other action, (xi) the
          acceptance by the Lender or any other Person of any writing intended
          by the Guarantor, the Borrower or any Other Obligor or other Person
          but not by the Lender to create an accord and satisfaction with
          respect to any of the Obligations or any other obligation of the
          Guarantor, the Borrower or any Other Obligor or other Person, (xii)
          the manner or order of any collection or sale, lease or other
          disposition of or other realization upon any Collateral, (xiii) the
          manner or order of application of any money applied in payment of any
          of the Obligations, (xiv) any change in the ownership, membership,
          location, business, name, identity or structure of the Guarantor, the
          Borrower or any Other Obligor or other Person or (xv) the execution
          and delivery to the Lender by the Guarantor, the Borrower or any Other
          Obligor or other Person of any agreement, instrument or other document
          providing any Collateral.

     (b)  Waivers: The Guarantor knowingly, voluntarily, intentionally and
          irrevocably waives, without any notice, each act and other thing upon
          which, but for such waiver, any obligation of the Guarantor pursuant
          to this Agreement or any right or remedy of the Lender pursuant to
          this Agreement or arising or accruing as a result of this Agreement
          would or might be conditioned. Without limiting the generality of the
          preceding sentence, no such obligation, right or remedy shall be
          conditioned upon, and such waiver shall apply to, (i) the acceptance
          of this Agreement by the Lender, (ii) any demand upon or presentment
          or protest to the Guarantor, the Borrower or any Other Obligor or
          other Person, (iii) any exercise of any right or remedy of the Lender
          or any other Person relating to any of the Obligations or any
          Collateral or against the Guarantor, the Borrower or any Other Obligor
          or other Person or (iv) any notice to the Guarantor, the Borrower or
          any Other Obligor or other Person of the acceptance of this Agreement
          by the Lender, any incurring or non-payment of any of the Obligations,
          any occurrence or existence of any event or condition of default
          relating to any of the Obligations or any Collateral, any decrease in
          the value of any Collateral, any exercise of any right or remedy of
          the Lender or any other Person relating to any of the Obligations or
          any Collateral or against the Guarantor, the Borrower or any Other
          Obligor or other Person, any action taken or not taken by the Lender
          or any other Person or any other matter.

11.  NOTICES AND OTHER COMMUNICATIONS

     Each notice and other communication relating to this Agreement (i) may be
given in writing or by facsimile, (ii) if given in writing, may be directed to
the last address shown in the records of the sender relating to this Agreement,
(iii) if sent by mail or overnight courier service, shall be deemed to have been
given when deposited in the mail, first-class or certified postage prepaid, or
accepted by any post office or overnight courier service for delivery and to
have been received by upon the earlier of (A) the actual receipt thereof or (B)
three days after being so deposited or accepted and (iv) if given by facsimile,
may be directed to the last telephone number for receipt of facsimiles shown in
the records of the sender relating to this Agreement.

12.  MISCELLANEOUS

     (a)  Limitation on Guaranty: The payment of the Obligations shall not be
          guaranteed by the Guarantor pursuant to Section 2 of this Agreement to
          the extent of any amount in excess of the maximum amount that can be
          so guaranteed without rendering such guaranty unenforceable under
          applicable law as a fraudulent conveyance or transfer.

     (b)  Effect on Other Agreements, Instruments and Other Documents: The
          execution, delivery to the Lender and performance of this Agreement by
          the Guarantor shall not modify or terminate any other agreement,
          instrument or other document (including, but not limited to, any
          agreement, instrument or other document providing any Collateral) by
          which the Guarantor, the Borrower or any Other Obligor or other Person
          is bound or impair or otherwise adversely affect any obligation of the
          Guarantor, the Borrower or any Other Obligor or other Person pursuant
          to any such other agreement, instrument or other document.

     (c)  Right of Setoff: Upon and at any time and from time to time after any
          default in the payment when due, whether by acceleration or lapse of
          time or otherwise, of any of the Obligations or any occurrence or
          existence of any other event or condition of default relating to any
          of the Obligations, the Lender shall have the right to place an
          administrative hold on, and set off against each obligation of the
          Guarantor pursuant to this Agreement, each obligation of the Lender
          to, in any capacity and whether alone or otherwise, the Guarantor,
          whether now existing or hereafter arising or accruing, whether
          pursuant to any deposit account or certificate of deposit or
          otherwise. Such setoff shall become effective at the time the Lender
          opts therefor even though evidence thereof is not entered in the
          records of the Lender until later.

     (d)  Assignment or Grant of Participation: In conjunction with any
          assignment or other transfer of or grant of any participation in any
          of the Obligations by the Lender, the Lender shall have the right to
          assign or otherwise transfer or grant any participation in this
          Agreement, any obligation of the Guarantor pursuant to this Agreement
          or any right or remedy of the Lender pursuant to this Agreement or
          arising or accruing as a result of this Agreement.

     (e)  Canadian Currency: Any obligation of the Guarantor to make any payment
          pursuant to this Agreement in lawful currency of Canada shall,
          notwithstanding any judgment therefor in lawful currency of the United
          States, be discharged by a payment to the Lender on account of such
          judgment in lawful currency of the United States only to the extent
          that on the first business day of the Lender following the date of
          receipt by the Lender of such payment the Lender is able, in
          accordance with normal banking procedures, purchase lawful currency of
          Canada with the amount of lawful currency of the United States so
          paid. If the amount of lawful currency of Canada that may be so
          purchased is less than the amount due in such currency, the Guarantor
          shall, as an obligation separate from and independent of any other
          obligation of the Guarantor pursuant to this Agreement, indemnify the
          Lender on demand against such deficiency and remit to the Lender on
          demand the amount of such currency equal to the amount of such
          deficiency.

     (f)  Deduction or Withholding: Any payment pursuant to this Agreement made
          by the Guarantor shall be made without any setoff or counterclaim and
          free and clear of and without any deduction or withholding for any
          tax, assessment, fee, charge, fine or penalty imposed by any
          government, political subdivision or other taxing authority; provided,
          however, that, if such deduction or withholding is required by
          applicable law, (i) such payment shall include such additional amount
          as is necessary to result in the net amount of such payment after such
          deduction or withholding not being less than the amount of such
          payment without such deduction or withholding, (ii) the Guarantor
          shall make such deduction or withholding and (iii) the Guarantor shall
          pay the amount of such deduction or withholding as required by
          applicable law.

     (g)  Binding Effect: This Agreement shall be binding upon the Guarantor and
          each direct or indirect successor and assignee of the Guarantor and
          shall inure to the benefit of and be enforceable by the Lender and
          each direct or indirect successor and assignee of the Lender.

     (h)  Entire Agreement, Modifications and Waivers: This Agreement contains
          the entire agreement between the Lender and the Guarantor with respect
          to the subject matter of this Agreement and supersedes each action
          heretofore taken or not taken, each course of conduct heretofore
          pursued, accepted or acquiesced in, and each oral, written or other
          agreement and representation heretofore made, by or on behalf of the
          Lender with respect thereto. No action heretofore or hereafter taken
          or not taken, no course of conduct heretofore or hereafter pursued,
          accepted or acquiesced in, no oral, written or other agreement or
          representation heretofore made, and no agreement or representation
          hereafter made other then in writing, by or on behalf of the Lender
          shall modify or terminate this Agreement, impair or otherwise
          adversely affect any obligation of the Guarantor pursuant to this
          Agreement or any right or remedy of the Lender pursuant to this
          Agreement or arising or accruing as a result of this Agreement or
          operate as a waiver of any such right or remedy. No modification of
          this Agreement or waiver of any such right or remedy shall be
          effective unless made in a writing duly executed by the Lender and
          specifically referring to such modification or waiver.

     (i)  Rights and Remedies Cumulative: All rights and remedies of the Lender
          pursuant to this Agreement or arising or accruing as a result of this
          Agreement shall be cumulative, and no such right or remedy shall be
          exclusive of any other such right or remedy.

     (j)  Extent of Consents and Waivers: Each consent and waiver of the
          Guarantor contained in this Agreement shall be deemed to have been
          given to the extent permitted by applicable law.

     (k)  Exercise of Rights; Requests: Except as expressly provided in this
          Agreement, each right and remedy of the Lender pursuant to this
          Agreement or arising or accruing as a result of this Agreement may be
          exercised (i) at any time and from time to time, (ii) in the sole
          discretion of the Lender, (iii) without any notice or demand of any
          kind and (iv) whether or not any event or condition of default
          relating to any of the Obligations or any Collateral has occurred or
          existed, but the Lender shall not be obligated to exercise any such
          right or remedy. Each such right and remedy may be exercised only to
          the extent that the exercise thereof does not violate applicable law.
          Each request by the Lender pursuant to this Agreement may be made (i)
          at any time and from time to time, (ii) in the sole discretion of the
          Lender and (iii) whether or not any Event of Default or any other
          event or condition of default relating to any of the Obligations or
          any Collateral has occurred or existed.

     (l)  Severability: Whenever possible, each provision of this Agreement
          shall be interpreted in such manner as to be effective and valid under
          applicable law. If, however, any such provision shall be prohibited by
          or invalid under such law, it shall be deemed modified to conform to
          the minimum requirements of such law, or, if for any reason it is not
          deemed so modified, it shall be prohibited or invalid only to the
          extent of such prohibition or invalidity without the remainder thereof
          or any other such provision being prohibited or invalid.

     (m)  Governing Law: This Agreement shall be governed by and construed,
          interpreted and enforced in accordance with the law of the State of
          Missouri and the federal law of the United States without regard to
          the law of any other jurisdiction.

     (n)  Headings: In this Agreement, headings of sections are for convenience
          of reference only and have no substantive effect.

13.  CONSENTS AND WAIVERS RELATING TO LEGAL PROCEEDINGS

     (a)  JURISDICTIONAL CONSENTS AND WAIVERS. EACH OF THE PARTIES KNOWINGLY,
          VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY (I) CONSENTS IN EACH ACTION
          AND OTHER LEGAL PROCEEDING COMMENCED BY THE LENDER AND ARISING OUT OF
          OR OTHERWISE RELATING TO THIS AGREEMENT, ANY OF THE OBLIGATIONS OR ANY
          COLLATERAL TO THE NONEXCLUSIVE PERSONAL JURISDICTION OF ANY COURT THAT
          IS EITHER A COURT OF RECORD OF THE STATE OF MISSOURI OR A COURT OF THE
          UNITED STATES LOCATED IN THE STATE OF MISSOURI, (II) WAIVES EACH
          OBJECTION TO THE LAYING OF VENUE OF ANY SUCH ACTION OR OTHER LEGAL
          PROCEEDING, (III) WAIVES PERSONAL SERVICE OF PROCESS IN EACH SUCH
          ACTION AND OTHER LEGAL PROCEEDING, (IV) CONSENTS TO THE MAKING OF
          SERVICE OF PROCESS IN EACH SUCH ACTION AND OTHER LEGAL PROCEEDING BY
          REGISTERED MAIL DIRECTED TO THE LAST ADDRESS SHOWN IN THE RECORDS
          RELATING TO THIS AGREEMENT MAINTAINED BY THE SENDER, WITH SUCH SERVICE
          OF PROCESS TO BE DEEMED COMPLETED FIVE DAYS AFTER THE MAILING THEREOF,
          (V) WAIVES IN EACH SUCH ACTION AND OTHER LEGAL PROCEEDING EACH RIGHT
          TO ASSERT ANY NONMANDATORY COUNTERCLAIM, ANY SETOFF OR ANY DEFENCE
          BASED UPON ANY STATUTE OF LIMITATIONS OR CLAIM OF LACHES, (VI) WAIVES
          EACH RIGHT TO ATTACK ANY FINAL JUDGMENT THAT IS OBTAINED AS A RESULT
          OF ANY SUCH ACTION OR OTHER LEGAL PROCEEDING AND (VII) CONSENTS TO
          EACH SUCH FINAL JUDGMENT BEING SUED UPON IN ANY COURT HAVING
          JURISDICTION WITH RESPECT THERETO AND ENFORCED IN THE JURISDICTION IN
          WHICH SUCH COURT IS LOCATED AS IF ISSUED BY SUCH COURT.

     (b)  WAIVER OF TRIAL BY JURY AND CLAIMS TO CERTAIN DAMAGES. EACH OF THE
          PARTIES (I) KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY
          WAIVES EACH RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO, AND
          EACH RIGHT TO ASSERT ANY CLAIM FOR DAMAGES (INCLUDING, BUT NOT LIMITED
          TO, PUNITIVE DAMAGES) IN ADDITION TO ACTUAL DAMAGES IN, ANY ACTION OR
          OTHER LEGAL PROCEEDING, WHETHER BASED ON ANY CONTRACT OR NEGLIGENT,
          INTENTIONAL OR OTHER TORT OR OTHERWISE, ARISING OUT OF OR OTHERWISE
          RELATING TO (A) THIS AGREEMENT, ANY OF THE OBLIGATIONS OR ANY
          COLLATERAL, (B) ANY TRANSACTION ARISING OUT OF OR OTHERWISE RELATING
          TO THIS AGREEMENT, ANY OF THE OBLIGATIONS OR ANY COLLATERAL OR (C) ANY
          NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT OF THIS
          AGREEMENT, ANY OF THE OBLIGATIONS OR ANY COLLATERAL AND (III)
          CERTIFIES THAT NEITHER THE PARTY NOR ANY REPRESENTATIVE OF THE PARTY
          HAS REPRESENTED THAT IT WILL NOT SEEK TO ENFORCE THE WAIVER MADE IN
          THIS SECTION 13(b).

Dated August               , 2002
             --------------

                               SUNSHINE PRODUCTS INC.



                               Per:
                                     -------------------------------------------
                                     Title:



<PAGE>


                                 ACKNOWLEDGEMENT


PROVINCE OF ONTARIO


                  On the day of August in the year 2002 before me, the
undersigned, a Notary Public in and for said Province, personally appeared
_____________________, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.




                                  Notary Public






</TEXT>
</DOCUMENT>
