Exhibit 10M

FIRST AMENDING AGREEMENT

Made as of May 16th, 2003

Among

STAKE TECHNOLOGY LTD.
STAKE TECH LP
SUNRICH FOOD GROUP, INC.

as Borrowers

- and -

EACH OF THE FINANCIAL INSTITUTIONS
AND OTHER ENTITIES
FROM TIME TO TIME PARTIES HERETO

as Lenders

- and -

CERTAIN AFFILIATES OF THE BORROWERS

as Obligors

- and -

BANK OF MONTREAL

as Agent

- and -

HARRIS TRUST AND SAVINGS BANK

as US Security Agent

FIRST AMENDING AGREEMENT

This first amending agreement is made as of the 16th day of May, 2003

AMONG

STAKE TECHNOLOGY LTD.
STAKE TECH LP
SUNRICH FOOD GROUP, INC.

as Borrowers

and

EACH OF THE FINANCIAL INSTITUTIONS
AND OTHER ENTITIES
FROM TIME TO TIME PARTIES HERETO

as Lenders

and

CERTAIN AFFILIATES OF THE BORROWERS

as Obligors

and

BANK OF MONTREAL

as Agent

and

HARRIS TRUST AND SAVINGS BANK

as US Security Agent

WITNESSES THAT WHEREAS:

(a) the Lenders severally made credit facilities available to the Borrowers on the terms and conditions set out in an amended and restated credit agreement dated as of February 21, 2003 among the Borrowers, the Lenders, certain affiliates of the Borrowers, as Obligors, the Agent and the US Security Agent (the "Agreement"); and

(b) the parties to the Agreement have agreed to amend the Agreement in the manner set forth herein in order to, among other things, increase Facility A by $2,500,000.

NOW THEREFORE, in consideration of the premises and of the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties covenant and agree as follows:

SECTION 1 INTERPRETATION

1.1 Definitions from Agreement. Capitalized terms defined in the Agreement have the same meanings in this first amending agreement unless otherwise defined herein or the context expressly or by necessary implication requires otherwise. This first amending agreement is referenced herein as the "First Amending Agreement". For greater certainty, this First Amending Agreement amends the Agreement and the term "Agreement", as defined in the Agreement, includes (unless the context expressly or by necessary implication requires otherwise) this First Amending Agreement to the extent of such amendments. For purposes of this First Amending Agreement, the term "First Amending Closing Date" means May 16, 2003.

1.2 New and Revised Definitions. Section 1.1 of the Agreement is hereby amended as follows:

(a) the definition of "Commitment" is amended in clause (a) thereof with respect to Facility A by deleting reference to "$5,000,000" and by inserting reference to "$7,500,000";

(b) the definition of "Facility A Borrowing Base" is amended in clause
(a), (b), (c) and (d) thereof by adding the text ", Integrated, Kettle and Kettle US" after each reference to "Canadian Harvest" contained therein;

(c) the definition of "Landlord" is amended by deleting both references to "a Borrower" contained therein and replacing the same with reference to "an Obligor";

(d) the definition of "Obligor" is amended to include reference to ", Integrated, Kettle and Kettle US" immediately after reference to "Opta";

(e) the following definitions are inserted in the Agreement at the appropriate alphabetical location:

"Integrated" means Integrated Drying Systems Inc., a corporation incorporated under the laws of British Columbia and its successors and permitted assigns;

"Kettle" means Kettle Valley Dried Fruits Ltd., a corporation incorporated under the laws of British Columbia, and its successors and permitted assigns; and

"Kettle US" means Kettle Valley Dried Fruit Inc., a corporation incorporated under the laws of Washington, and its successors and permitted assigns.

1.3 Headings. The insertion of headings in this First Amending Agreement is for convenience of reference only and shall not affect the interpretation of this First Amending Agreement.

SECTION 2 THE CREDIT FACILITIES

2.1 Credit Facilities. Section 3.1(a) of the Agreement is hereby amended such that the reference therein to "$5,000,000" is hereby deleted and replaced with reference to "$7,500,000".

2.2 Availability of Credit Facilities. Section 3.2(a) of the Agreement is hereby amended such that reference therein to "$5,000,000" is hereby deleted and replaced with reference to "$7,500,000".

2.3 Purpose. Section 3.5(a) of the Agreement is hereby amended such that the following text is added immediately after reference to the word "divisions" contained therein:

", including without limitation refinancing the working capital and expansionary capital needs of Integrated, Kettle and Kettle US".

SECTION 3 COVENANTS

3.1 Negative Covenants. Section 9.2(d) of the Agreement is hereby amended by deleting the word "and" and replacing it with ";" immediately before the reference to "(vii)" contained therein and by adding the following text immediately after the reference to "Claridge Debenture" contained therein:

"; and (viii) unsecured Debt to the vendors of the shares of Integrated to Stake provided that such unsecured Debt does not exceed an aggregate principal amount of Cdn.$1,175,713.00 with interest payable thereon calculated at a rate of 5% per annum".

SECTION 4 SCHEDULES

4.1 Schedules. Schedules B, C, E, F, G, I, J and R appended to the Credit Agreement are deleted in their entirety and replaced, respectively, with Schedules B, C, E, F, G, I, J and R appended to this First Amending Agreement as Exhibit I.

SECTION 5 CONDITIONS PRECEDENT

5.1 Conditions Precedent. The effectiveness of this First Amending Agreement and the Obligation of BMO to increase its Commitment under Facility A is subject to and conditional upon the satisfaction of the following conditions:

(a) Delivery of Documents. The Agent or the US Security Agent, as applicable, shall have received Sufficient Copies, in form and substance satisfactory to the Agent or the US Security Agent, as applicable, of the following:

(i) an Additional Obligor Counterpart duly executed by each of Integrated, Kettle and Kettle US;

(ii) this Agreement duly executed by all of the parties hereto;

(iii) from Integrated: (A) Ontario law guarantee of the obligations of all Obligors (other than Integrated) owing to the Lenders; (B) a general security agreement creating a security interest in all of the personal property, assets and undertaking of Integrated, including securities (or the equivalent) registered in every location where Integrated has assets; (C) a general assignment of book debts; (D) an assignment of all insurance policies, including but not limited to fire and all perils insurance on real property and policies insuring the assets of Integrated; and (E) an offset agreement regarding cash balances;

(iv) from Kettle: (A) Ontario law guarantee of the obligations of all Obligors (other than Kettle) owing to the Lenders; (B) a general security agreement creating a security interest in all of the personal property, assets and undertaking of Kettle, including securities (or the equivalent) registered in every location where Kettle has assets; (C) a general assignment of book debts; (D) an assignment of all insurance policies, including but not limited to fire and all perils insurance on real property and policies insuring the assets of Kettle; and (E) an offset agreement regarding cash balances;

(v) from Kettle US: (i) Illinois law guarantee of the obligations of all Obligors (other than Kettle US) owing to the Lenders;
(ii) a general security agreement creating a security interest in all of the personal property, assets and undertaking of Kettle US, including securities (or the equivalent) registered in every location where Kettle US has assets; (iii) a certificate in respect of all insurance policies, including but not limited to fire and all perils insurance on real property and policies insuring the assets of Kettle US, indicating the US Security Agent and/or the Lenders as loss payee; and (iv) an offset agreement regarding cash balances;

(vi) a Certificate of each of Integrated, Kettle and Kettle US dated as of the date hereof certifying that:

A. its constating documents and the by-laws, which shall be attached thereto, are complete and correct copies and are in full force and effect;

B. all resolutions and all other authorizations necessary to authorize the execution and delivery of and the performance by it of its obligations under the Additional Obligor Counterpart, the Agreement, the Security Documents and the other Documents to which it is a party and all the transactions contemplated thereby; and

C. all representations and warranties contained in the Agreement are true and correct as if made on the date of the Certificate.

(vii) proforma consolidated financial statements of the Borrowers and Obligors for the remainder of 2003 after giving effect to the acquisition of Integrated, together with financial projections for fiscal years 2004 and 2005, prepared in good faith and based upon reasonable assumptions and consistent with the Borrowers' due diligence review in connection with the acquisition of Integrated;

(viii)opinions of counsel to Integrated, Kettle and Kettle US, addressed to the Agent and each Lender and counsel to the Agent with respect to, inter alia, due authorization, execution, delivery and enforceability of the Documents executed by each of Integrated, Kettle and Kettle US;

(ix) duly executed certificate(s) of insurance evidencing the insurance required under the Agreement in respect of each of Integrated, Kettle and Kettle US and endorsements of those policies each showing loss payable to the Agent or US Security Agent, as applicable;

(x) a duly completed Environmental Checklist in the Agent's standard form in respect of each of Integrated, Kettle and Kettle US;

(xi) the Unanimous Lenders shall have consented to (A) Stake's acquisition of all of the shares of Integrated, and (B) the increase in the Commitment under Facility A from $5,000,000 to $7,500,000;

(xii) a Certificate of an officer of Stake certifying that its purchase of all of the shares of Integrated has been completed, on terms satisfactory to the Lenders, and providing to the Agent a true copy of the executed share purchase agreement entered into between Stake and the vendors of all of the shares of Integrated.

(b) Payout and Discharge. All funds owed by Integrated, Kettle and Kettle US to those creditors identified (based upon information provided by Stake, Integrated, Kettle and Kettle US) by the Agent and the US Security Agent, as applicable, shall be repaid in full and all Liens and/or security registrations made in favour of such creditors shall be discharged or the Agent or the US Security Agent, as applicable, shall have received an undertaking from such creditors to discharge all such Liens and/or security registrations in form and substance satisfactory to the Agent or the US Security Agent, as applicable.

(c) Registration of Security Documents. All registrations, recordings and filings of or with respect to the Security Documents which in the opinion of counsel to the Agent or the US Security Agent, as applicable, are necessary to render effective the Lien intended to be created thereby shall have been completed.

(d) Fees. All fees payable in accordance with this First Amending Agreement on or before the First Amending Closing Date (including legal fees and expenses of the Agent and the US Security Agent) shall have been paid to the Agent.

(e) Due Diligence. The Agent and the Lenders shall have completed their business, legal and accounting due diligence (including receipt of environmental checklists from

Integrated, Kettle and Kettle US, together with a list of the contents of the inventory of each of Integrated, Kettle and Kettle US) with results satisfactory to them.

(f) Market Change. No material adverse change or material disruption of the financial, banking or capital markets shall have occurred and be continuing, in each case, determined by the Agent in its sole and absolute discretion.

(g) Material Adverse Change. No Material Adverse Change shall have occurred with respect to the Obligors.

(h) Vendor Subordination. The vendors of certain of the shares of Integrated listed in Exhibit 2 hereto shall have entered into a subordination agreement in form and substance satisfactory to the Agent whereby such vendors acknowledge and agree in favour of the Agent that the Debt owed to such vendors is subordinate to the Debt of Integrated owing to the Agent and the Lenders under an in connection with the Agreement.

5.2 Waiver. The conditions stated in Section 5.1 are inserted for the sole benefit of the Agent, the US Security Agent and the Lenders and may only be waived by the Unanimous Lenders, in whole or in part, with or without terms or conditions.

SECTION 6 ASSUMPTION AND CONFIRMATION

6.1 Continuance of Simply Organic. Stake represents and warrants to the Agent, the US Security Agent and each Lender that Simply Organic Co. Ltd., previously an Ontario corporation, was continued under the Canada Business Corporation Act as 4157648 Canada Inc. effective as of April 14, 2003 (the "Continuance"). Attached as Exhibit 3 hereto is a true and complete copy of the following documents in respect of 4157648 Canada Inc. (i) Articles of Continuance with Certificate of Continuance dated April 14, 2003, and
(ii) by-laws.

6.2 Assumption and Confirmation. 4157648 Canada Inc. hereby confirms and acknowledges that, as the continuing corporation from the Continuance, it has succeeded, by operation of law, to all of the business, undertaking, property, assets, rights, entitlements, franchises, licences and permits of Simply Organic and to all of the covenants, agreements, debts, liabilities and obligations of Simply Organic under the Agreement and all Documents to which Simply Organic is a party. In furtherance of, and without limiting the effect of such provisions of law, 4157648 Canada Inc. hereby irrevocably and unconditionally (a) assumes, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, debt, liability, obligation, security interest, undertaking, appointment, duty and liability of Simply Organic contained in, existing under or created by any agreement entered into by Simply Organic in favour of the Agent, the US Security Agent or the Lenders and under any document or instrument executed and delivered or furnished by Simply Organic in connection therewith (collectively, the "Financing Agreements"), and (b) confirms and agrees that from and after the effective time of the Continuance all references to Simply Organic in the Financing Agreements shall be, and shall be deemed for all purposes to be, references to 4157648 Canada Inc., all with the same force and effect as if 4157648 Canada Inc. were a

signatory to such Financing Agreements and the Financing Agreements are in all respects ratified and confirmed and shall remain in full force and effect.

SECTION 7 REPRESENTATIONS AND WARRANTIES

7.1 Representations. Each of the Borrowers and the Obligors represent and warrant to the Agent, the US Security Agent and the Lenders that:

(a) the Agreement, as amended by this First Amending Agreement, is its legal, valid and binding obligation, enforceable against each of the Borrowers and the Obligors in accordance with its terms, subject to
(i) applicable bankruptcy, reorganization, moratorium or similar laws affecting creditors' generally, (ii) the fact that specific performance and injunctive relief may only be given at the discretion of the courts, and (iii) the equitable or statutory powers of the courts to stay proceedings before them and to stay the execution of judgments.;

(b) the Agreement, as amended by this First Amending Agreement, does not conflict with any constating document, agreement, instrument or undertaking binding upon any Obligor or any of its properties; and

(c) no Default or Event of Default now exists under the Agreement or will exist after giving effect to this First Amending Agreement.

SECTION 8 GENERAL

8.1 Severability. Any provision of this First Amending Agreement which is prohibited by the laws of any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition without invalidating the remaining terms and provisions hereof.

8.2 Costs, Expenses and Taxes. The Borrowers and the Obligors agree to pay, on demand, all reasonable costs and expenses of the Agent, the US Security Agent and the Lenders in connection with the preparation, execution, delivery, operation or enforcement of this First Amending Agreement and the Agreement including, without limitation, the reasonable fees and out-of-pocket expenses of third parties, the Lenders' counsel and other professionals engaged by the Lenders with respect to the preparation, negotiation and documentation of this First Amending Agreement, the Security Documents and the related closing documents with respect thereto and with respect to advising the Agent, the US Security Agent and the Lenders of their rights and responsibilities in connection with the continuing operation of the Agreement.

8.3 Form of Documents. All documents delivered under this First Amending Agreement or under the Agreement shall be in form and substance satisfactory to the Agent, the US Security Agent, the Lenders and their counsel.

8.4 Governing Law. This First Amending Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and of Canada applicable therein and shall be treated in all respects as an Ontario contract. The Obligors irrevocably attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario.

8.5 Governing Documents. The Agreement as amended by this First Amending Agreement and all other Documents delivered pursuant to or referenced in the Agreement as amended by this First Amending Agreement constitute the complete agreement of the parties hereto with respect to the subject matter hereof and supersede any other agreements or understandings between the Borrowers, each of the Obligors, the Agent, the US Security Agent and the Lenders. Save as expressly amended by this First Amending Agreement, all other terms and conditions of the Agreement remain in full force and effect unamended.

8.6 Time of the Essence. Time shall be of the essence of this First Amending Agreement.

8.7 Acknowledgement of Obligors. By signing this First Amending Agreement, each of the Obligors, as applicable, confirms that the guarantees given by each of them to the Agent, the US Security Agent and the Lenders and all Security Documents given by each of them as collateral security for their respective obligations under their respective guarantees remains in full force and effect and continues to support all of the Borrowers' indebtedness and liabilities, present and future, to, the Agent, the US Security Agent and the Lenders including, without limitation, each Borrower's indebtedness and liabilities under the Agreement and the Security Documents granted by each such Borrower.

8.8 Counterparts. This First Amending Agreement may be executed and delivered in any number of counterparts, each of which when executed and delivered is an original but all of which taken together constitute one and the same instrument.

IN WITNESS WHEREOF the parties hereto have caused this First Amending Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

STAKE TECHNOLOGY LTD.                          By: "Jeremy Kendall"
2838 Hwy 7                                        ----------------------------
Norval, Ontario LOP 1KO                        Name: Jeremy Kendall
Attention: Chief Financial Officer             Title: Chairman & CEO
Fax: (905) 455-2529


STAKE TECH LP                                  By: "Jeremy Kendall"
                                                  ----------------------------
By: 1510146 Ontario Inc., its General          Name: Jeremy Kendall
Partner                                        Title: Chairman & CEO


SUNRICH FOOD GROUP, INC.                       By: "Jeremy Kendall"
                                                  ----------------------------
                                               Name: Jeremy Kendall
                                               Title: Chairman & CEO

TEMISCA, INC.                                  By: "Jeremy Kendall"
                                                  ----------------------------
                                               Name: Jeremy Kendall
                                               Title: Chairman & CEO


OPTA FOOD INGREDIENTS CANADA, LTD.             By: "Jeremy Kendall"
                                                  ----------------------------
                                               Name: Jeremy Kendall
                                               Title: Chairman & CEO


1510146 ONTARIO INC.                           By: "Jeremy Kendall"
                                                  ----------------------------
                                               Name: Jeremy Kendall
                                               Title: Chairman & CEO


3060385 NOVA SCOTIA COMPANY                    By: "Jeremy Kendall"
                                                  ----------------------------
                                               Name: Jeremy Kendall
                                               Title: Chairman & CEO


DRIVE ORGANICS CORPORATION                     By: "Jeremy Kendall"
                                                  ----------------------------
                                               Name: Jeremy Kendall
                                               Title: Chairman & CEO


SUNRICH, INC.                                  By: "Jeremy Kendall"
                                                  ----------------------------
                                               Name: Jeremy Kendall
                                               Title: Chairman & CEO


NORTHERN FOOD AND DAIRY INC.                   By: "Jeremy Kendall"
                                                  ----------------------------
                                               Name: Jeremy Kendall
                                               Title: Chairman & CEO


NORDIC ASEPTIC, INC.                           By: "Jeremy Kendall"
                                                  ----------------------------
                                               Name: Jeremy Kendall
                                               Title: Chairman & CEO

STAKE TECHNOLOGY LLC                           By: "Ricky W. Johnson"
                                                 -----------------------------
                                               Name: Ricky Johnson
                                               Title:


VIRGINIA MATERIALS INC.                        By: "Jeremy Kendall"
                                                  ----------------------------
                                               Name: Jeremy Kendall
                                               Title: Chairman & CEO


INTERNATIONAL MATERIALS & SUPPLIES INC.        By: "Jeremy Kendall"
                                                  ----------------------------
                                               Name: Jeremy Kendall
                                               Title: Chairman & CEO


4157648 CANADA INC.                            By: "Jeremy Kendall"
                                                  ----------------------------
                                               Name: Jeremy Kendall
                                               Title: Chairman & CEO:


CANADA HARVEST PROCESS LTD.                    By: "Jeremy Kendall"
                                                  ----------------------------
                                               Name: Jeremy Kendall
                                               Title: Chairman & CEO


632100 B.C. LTD.                               By: "Jeremy Kendall"
                                                  ----------------------------
                                               Name: Jeremy Kendall
                                               Title: Chairman & CEO


OPTA FOOD INGREDIENTS, INC.                    By: "Jeremy Kendall"
                                                  ----------------------------
                                               Name: Jeremy Kendall
                                               Title: Chairman & CEO


INTEGRATED DRYING SYSTEMS INC.                 By: "John Dietrich"
                                                  ----------------------------
                                               Name: John Dietrich
                                               Title: VP Finance & CFO


KETTLE VALLEY DRIED FRUITS LTD.                By: "John Dietrich"
                                                  ----------------------------
                                               Name: John Dietrich
                                               Title: VP Finance & CFO

KETTLE VALLEY DRIED FRUIT INC.               By: "John Dietrich"
                                                ---------------------------
                                             Name: John Dietrich
                                             Title: VP Finance & CFO


BANK OF MONTREAL                             By: "K. W. Everett"
in its capacity as Agent                        ---------------------------
                                             Name: K. W. Everett
Corporate Finance                            Title: Senior Manager, Syndications
100 King Street West
11th Floor
Toronto, Ontario
M5X 1A1
Attention: Senior Manager
Fax: (416) 360-7168


HARRIS TRUST AND SAVINGS BANK                By: "Shane Koonce"
in its capacity as US Security Agent            ---------------------------
                                             Name: Shane Koonce
                                             Title: Vice President


                                             By:
                                                ---------------------------
                                             Name:
                                             Title:


BANK OF MONTREAL                             By: "G. C. Card"
in its capacity as Lender                       ---------------------------
                                             Name: G. C. Card
                                             Title: Director, Corporate Finance


                                             By:
                                                ---------------------------
                                             Name:
                                             Title:

BANK OF MONTREAL                             By: "Shane Koonce"
(Chicago Branch)                                ---------------------------
in its capacity as Lender                    Name: Shane Koonce
                                             Title: Vice President

                                             By:
                                                ---------------------------
                                             Name:
                                             Title:


HARRIS TRUST AND SAVINGS BANK                By: "Shane Koonce"
in its capacity as Lender                       --------------------------
                                             Name: Shane Koonce
                                             Title: Vice President


                                             By:
                                                ---------------------------
                                             Name:
                                             Title:


CANADIAN IMPERIAL BANK OF COMMERCE           By: "Peter Ferrante"
in its capacity as Lender                       ----------------------------
                                             Name: Peter Ferrante
                                             Title: Manager, Commercial Credit

                                             By: "Guy Cloutier"
                                                ---------------------------
                                             Name: Guy Cloutier
                                             Title: Director


CIBC New York Agency                         By: "Dominic Sorresso"
in its capacity as Lender                       ------------------------------
                                             Name: Dominic Sorresso
                                             Title: Executive Director

                                             By:
                                                ---------------------------
                                             Name:
                                             Title:

                                    EXHIBIT I

See the attached replacement Schedules

EXHIBIT 2

1. John L. Boot

2. Linda Joy Boot

3. Russell Visser

EXHIBIT 3

See the attached constating documents in respect of 4157648 Canada Inc.

Exhibit 10N

SECOND AMENDING AGREEMENT

Made as of December 15, 2003

Among

SUNOPTA INC.
STAKE TECH LP
SUNRICH FOOD GROUP, INC.

as Borrowers

- and -

EACH OF THE FINANCIAL INSTITUTIONS
AND OTHER ENTITIES
FROM TIME TO TIME PARTIES HERETO

as Lenders

- and -

CERTAIN AFFILIATES OF THE BORROWERS

as Obligors

- and -

BANK OF MONTREAL

as Agent

- and -

HARRIS TRUST AND SAVINGS BANK

as US Security Agent

SECOND AMENDING AGREEMENT

This second amending agreement is made as of the 15th day of December, 2003

AMONG

SUNOPTA INC.
STAKE TECH LP
SUNRICH FOOD GROUP, INC.

as Borrowers

and

EACH OF THE FINANCIAL INSTITUTIONS
AND OTHER ENTITIES
FROM TIME TO TIME PARTIES HERETO

as Lenders

and

CERTAIN AFFILIATES OF THE BORROWERS

as Obligors

and

BANK OF MONTREAL

as Agent

and

HARRIS TRUST AND SAVINGS BANK

as US Security Agent

WITNESSES THAT WHEREAS:

(a) the Lenders severally made credit facilities available to the Borrowers on the terms and conditions set out in an amended and restated credit agreement dated as of February 21, 2003 among the Borrowers, the Lenders, certain affiliates of the Borrowers, as Obligors, the Agent and the US Security Agent (the "Original Agreement");

(b) the parties entered into a first amending agreement dated as of May 16, 2003 (the "First Amending Agreement") pursuant to which the Original Agreement was amended to provide, among other things, an increase in the amount available under Facility A by an additional $2,500,000; and

(c) the parties to the Original Agreement, as amended by the First Amending Agreement (collectively, the "Credit Agreement"), have agreed to further amend the Credit Agreement in the manner set forth herein in order to, among other things, further supplement the pricing grid under the Credit Agreement, approve various acquisitions and divestitures, amend various financial covenants and margins, extend the term of Facility C and acknowledge a corporate reorganization that SunOpta Inc. (formerly, known as Stake Technology Ltd.) and various Obligors either have undertaken or will undertake.

NOW THEREFORE, in consideration of the premises and of the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties covenant and agree with each other as follows:

SECTION 1 INTERPRETATION

1.1 Definitions from Agreement. Capitalized terms defined in the Credit Agreement have the same meanings in this Second Amending Agreement unless otherwise defined herein or the context expressly or by necessary implication requires otherwise. This Second Amending Agreement is referenced herein as the "Second Amending Agreement". For greater certainty, this Second Amending Agreement amends the Credit Agreement and the term "Agreement", as defined in the Credit Agreement, includes (unless the context expressly or by necessary implication requires otherwise) this Second Amending Agreement to the extent of such amendments. For purposes of this Second Amending Agreement, the term "Second Amending Closing Date" means December 19, 2003.

1.2 New and Revised Definitions. Section 1.1 of the Agreement is hereby amended as follows:

(a) paragraph (d) of the definition of "Facility B Borrowing Base" is amended by adding the following text immediately after the word "Opta" contained therein:

", except where the Eligible Inventory is commodity corn, soy beans, sunflowers or any other grain product that is commodity in nature, in which case the margin limit shall be increased from fifty percent (50%) to seventy-five percent (75%) (and for greater certainty, such seventy-five percent (75%) limit shall apply only to Eligible Inventory which is commodity corn and soy beans)";

(b) the following sentence is added immediately at the end of the definition of "Included Subsidiary":

"For greater certainty, the term "Included Subsidiary" shall not include any Person which is designated as an Excluded Subsidiary in accordance with the provisions of this Agreement."

(c) the definition of "Maturity Date" is amended by deleting clause (b) thereof in its entirety and replacing it with the following text:

"(b) with respect to Facility C, June 30, 2005.";

(d) the definition of "Obligor" is amended to include reference to "Pro Organics, Pro Organics East, Sonne Labs, SunOpta Holdings and SunOpta Financing" immediately after the word "Kettle US" contained therein;

(e) the following definitions are inserted in the Agreement at the appropriate alphabetical location:

"Excluded Subsidiary" means any Subsidiary of SunOpta Inc. now or hereafter designated in writing by the Agent and the Lenders to be an Excluded Subsidiary for purposes of this Agreement, and the name of any Excluded Subsidiary shall be set out on Schedule "Y" from time to time;

"Permitted Investments" means Investments by any Obligor in Persons or assets principally related to the natural or organic food business, provided that (i) each Investment shall not exceed a maximum amount of US$5,000,000 (which amount shall include any Debt assumed and any projected earn out payments required to be made as a result of such Investment), (ii) the aggregate of all Investments made by all Obligors in any fiscal year of SunOpta Inc. shall not exceed an aggregate maximum amount of US$12,000,000, (iii) each Investment in any such Person or assets shall be accretive to the earnings of the relevant Obligor, (iv) each Investment in any such Person shall be consented to by such Person or its shareholders or directors, as applicable, and such Investment shall not be or consist of a hostile takeover, and (v) if the Investment in whole or in part is to be funded by the proceeds of Advances under Facility A or Facility B, then after giving effect to the requested Advance under either Facility A or Facility B, as applicable, there shall remain available for borrowing under Facility A an amount of at least $1,500,000 or there shall remain available for borrowing under Facility B an amount of at least US$1,500,000. For greater certainty, no separate Investment shall be permitted if such Investment were to cause the foregoing US$12,000,000 aggregate limit to be exceeded or the proposed Investment otherwise contravenes the provisions of this Agreement;

"Pro Organics" means Pro Organics Marketing Inc., a corporation continued under the laws of Canada, and its successors and permitted assigns;

"Pro Organics East" means Pro Organics Marketing (East) Inc., a corporation continued under the laws of Canada, and its successors and permitted assigns;

"Sonne Labs" Sonne Labs, Inc., a corporation incorporated under the laws of North Dakota, and its successors and permitted assigns;

"SunOpta Financing" means SunOpta Financing Inc., a corporation incorporated under the laws of Delaware;

"SunOpta Holdings" means SunOpta Holdings Inc., a corporation incorporated under the laws of Delaware; and

"Sunrich Acquisition" means Sunrich Acquisition Inc., a corporation incorporated under the laws of Delaware.

1.3 Schedules. Section 1.9 of the Credit Agreement is hereby amended by adding the following text at the end of the Section: "Y - Excluded Subsidiaries".

1.4 References to Stake. For greater certainty, all references to Stake or Stake Technology Ltd. contained in the Credit Agreement and the Documents are hereby amended and are now and shall for all purposes be deemed to be references to SunOpta Inc., a corporation incorporated under the laws of Canada and its successors and permitted assigns, as the corporate name of the company was changed, effective as of October 31, 2003, from Stake Technology Ltd. to SunOpta Inc.

1.5 Headings. The insertion of headings in this Second Amending Agreement is for convenience of reference only and shall not affect the interpretation of this Second Amending Agreement.

----------------------------------------------------------------------------------
Pricing      Funded           Prime Rate,         Libor Rate     BA's/LC's/LG's
Level        Debt/EBITDA      US Base Rate        Plus           Fee
                              and Alternate
                              Base Rate Plus
----------------------------------------------------------------------------------
1.            < 1.0:1.0        0.00%               1.00%          1.00%
----------------------------------------------------------------------------------
2.            < 1.5:1.0        0.25%               1.25%          1.25%
----------------------------------------------------------------------------------
3.          >/= 1.5:1.0        0.50%               1.50%          1.50%
----------------------------------------------------------------------------------
4.          >/= 2.0:1.0        0.75%               1.75%          1.75%
----------------------------------------------------------------------------------
5.          >/= 2.5:1.0        1.00%               2.00%          2.00%
----------------------------------------------------------------------------------

2.2 Facility C Pricing Grid. The pricing grid contained at clause 4.7(b) of the Credit Agreement is hereby deleted in its entirety and replaced with the following pricing grid, being the "Facility C Pricing Grid" as defined in clause 4.7(b):

--------------------------------------------------------------------------
Pricing      Funded Debt/EBITDA    Alternate Base Rate     Libor Rate Plus
Level                              Plus
--------------------------------------------------------------------------
1.           < 1.0:1.0             0.00%                   1.00%
--------------------------------------------------------------------------
2.           < 1.5:1.0             0.75%                   1.75%
--------------------------------------------------------------------------
3.         >/= 1.5:1.0             1.00%                   2.00%
--------------------------------------------------------------------------
4.         >/= 2.0:1.0             1.25%                   2.25%
--------------------------------------------------------------------------
5.         >/= 2.5:1.0             1.50%                   2.50%
--------------------------------------------------------------------------

SECTION 3 SECURITY

3.1 Additional Obligor Security. Subject to what is stated below, the Agent and the Lenders hereby waive the requirements set out in clauses 7.2(a)(i) to (iv) of the Credit Agreement in respect of the provision of all of the security documents referenced therein by each of Pro Organics, Pro Organics East and Sonne Labs. Each of Pro Organics, Pro Organics East and Sonne Labs will, however, each execute a separate guarantee of the obligations of all of the Obligors owing to the Lenders. Notwithstanding the foregoing, the Agent, or the Unanimous Lenders may, at any time and in its or their sole and absolute discretion, as applicable, require that any or all of such Obligors provide to the Agent or the US Security Agent, as applicable, all or any of the security documents contemplated in clauses
7.2(a) (i) to (iv) of the Credit Agreement and, at the time of such request, the waiver contained in this Section shall no longer be binding as against the Agent and the Lenders and the Obligors shall provide such agreements as the Agent, the US Security Agent or the Unanimous Lenders require in the circumstances.

SECTION 4 COVENANTS

4.1 Dispositions. In respect of Section 9.2(b) of the Agreement, the Agent and the Lenders hereby waive the requirement that the Permitted Proceeds from the sale, in two parcels, by SunOpta Inc. to Amcan Consolidated Technologies Corp. of the real property municipally known as 70 Brant Street, Hamilton, Ontario (the "Hamilton Pecal Property") be applied in accordance with Section 5.2 of the Original Agreement, provided, however, that such Permitted Proceeds (i) in respect of the first parcel (referenced as Part 3 and 4, Reference Plan 62R-16539 in Hamilton, Ontario) are not in excess of Cdn.$230,000, and (ii) in respect of the second parcel (referenced as Part 5 on Reference Plan 62R-16539 in Hamilton, Ontario) are not in excess of Cdn.$1,325,000. SunOpta Inc. shall be permitted to use the Permitted Proceeds from the disposition of the Hamilton Pecal Property for general operating purposes. The foregoing waiver shall only apply to Permitted Proceeds arising from the sale of the real property which constitutes the Hamilton Pecal Property and shall not extend to any Permitted Proceeds arising from the Inventory or any equipment of any Obligor located at or on the Hamilton Pecal Property. SunOpta Inc. hereby covenants and agrees in favour of the Lenders that it will transfer, before the consummation of the sale of the Hamilton Pecal Property to Amcan

Consolidated Technologies Corp., all personal property located at or on the Hamilton Pecal Property to other locations owned by SunOpta Inc. The Agent and the Lenders will release and discharge their security interest in the Hamilton Pecal Property at the time of the consummation of the sale of such property from SunOpta Inc. to Amcan Consolidated Technologies Corp.

4.2 Limitation on Debt. Section 9.2(d) of the Agreement is hereby amended as follows:

(a) the reference to "$500,000" is deleted and replaced with reference to "US$500,000";

(b) the reference to the word "and" contained in clause (vii) of Section 9.2(d) is deleted and replaced with referenced to a ";" and

(c) the following text is inserted immediately at the end of clause
(viii) of Section 9.2(d):

"; and (ix) unsecured Debt owing by Sunrich Food Group to Oracle Credit Corporation (and its successors and assigns) in an amount not exceeding US$1,053,933.11 pursuant to a Payment Plan Agreement and a Payment Schedule entered or to be entered into between Sunrich Food Group and Oracle Credit Corporation (a true executed copy of which has been or will be provided to the Agent);"

4.3 Investments. Pursuant to Section 9.2(n) of the Agreement, the Agent and the Lenders hereby consent to each of the following:

(a) the incorporation by SunOpta Inc. of SunOpta Holdings Inc., a corporation incorporated or to be incorporated under the laws of Delaware, all of the common shares of which are or will be owned by SunOpta Inc.;

(b) the incorporation by SunOpta Holdings Inc. of SunOpta Financing Inc., a corporation incorporated or to be incorporated under the laws of Delaware, all of the common shares and preference shares of which shall be owned by either SunOpta Holdings Inc. or SunOpta Inc.;

(c) the incorporation by Sunrich of Sunrich Acquisition, a corporation incorporated or to be incorporated under the laws of Delaware, all of the common shares of which are or will be owned by Sunrich;

(d) the acquisition by Sunrich Acquisition, for a purchase price of approximately US$12,200,000, of certain assets of Sigco Sunplant, Inc. and the assumption by Sunrich Acquisition of certain Debt in connection therewith, provided that such Debt is non-recourse to any of the Obligors and provided that only the following Liens are assumed by Sunrich Acquisition in connection with such asset acquisition:

(i) Liens in favour of GMAC Commercial Mortgage Corporation, as attorney in fact for U.S. Bank Trust National Association, as trustee, over real property owned by Sunrich Acquisition in Richland County, North Dakota, Wilkin County, Minnesota and Sherman County, Kansas, securing an amount not in excess of US$2,440,000; and

(ii) Liens in favour of the Minnesota Department of Transport over certain equipment owned by Sunrich Acquisition, securing an amount not in excess of US$132,000;

(e) the acquisition by SunOpta Inc. on or about October 31, 2003, for a purchase price of approximately Cdn.$6,531,000, all of the issued and outstanding shares of each of Pro Organics Marketing Inc. (a corporation incorporated under the laws of British Columbia), Pro Organics Marketing East Inc. (a corporation incorporated under the laws of Ontario) and Pro Organics Marketing (Quebec) Inc. (a corporation incorporated under the laws of Quebec); and

(f) the acquisition by Sunrich Food Group, Inc. on or about October 31, 2003, for a purchase price of approximately US$1,800,000, of all of the issued and outstanding shares of Sonne Labs, Inc., a corporation incorporated under the laws of North Dakota and operating as "Dakota Gourmet".

4.4 Permitted Investments. Section 9.2(n) of the Credit Agreement is hereby amended by deleting the word "and" that appears immediately before "(C)" and by adding the following text to the end of such clause:

"; and (D) except for Permitted Investments."

4.5 Excluded Subsidiaries. Section 9.2 of the Credit Agreement is hereby amended such that new clauses (s) and (t) are added thereto as follows:

"(s) Excluded Subsidiaries. It will not, without the prior written approval of the Agent and the Lenders, allow or cause any Excluded Subsidiary to (i) incur any Debt, other than Debt secured by or which could by secured by Permitted Liens or Debt for amounts payable to suppliers in the ordinary course of business, (ii) grant, incur or suffer any Lien other than a Permitted Lien, (iii) purchase or acquire, or make any commitment to purchase or acquire, any capital stock, equity interest, or any obligations or other securities of, or any interest in, any Person, including, without limitation, the establishment or creation of a Subsidiary, (iv) make or commit to make any acquisition of all or substantially all of the assets of another Person, or of any business or division of any Person, including without limitation, by way of merger, consolidation, amalgamation or other combination or (v) make or commit to make any advance, loan, extension of credit or capital contribution to or any other investment in, any Person including any Affiliate or make any payments in respect thereof.

(t) Debt of Sunrich Acquisition. It will not at any time allow, agree to or cause the holders of Debt of Sunrich Acquisition (and any related security in respect thereof) to have recourse to it, either directly or indirectly, for any such Debt of Sunrich Acquisition. For greater certainty and without limiting the generality of the foregoing, no Obligor shall guarantee the obligations or Debt of Sunrich Acquisition or provide any other financial assistance of whatsoever nature or kind in respect of the obligations or Debt of Sunrich Acquisition."

4.6 Financial Covenants. Section 9.3(e) of the Credit Agreement is hereby amended by deleting reference to "US $25,000,000" and by replacing it with reference to "US$80,000,000".

4.7 Financial Information. Section 9.4(a) of the Credit Agreement is hereby amended such that the text "and each Excluded Subsidiary" is inserted immediately after the word "Obligor" contained in the eighth line of such Section.

4.8 Pro Organics Marketing (Quebec) Inc. Section 9.1 of the Credit Agreement is hereby amended by adding the following as clause (v) thereto:

"(v) Pro Organics Marketing (Quebec) Inc. SunOpta will ensure that Pro Organics Marketing (Quebec) Inc. is and will at all times remain an inactive corporation and that it will acquire no assets."

SECTION 5 MISCELLANEOUS

5.1 Excluded Subsidiaries. Section 14 of the Credit Agreement is amended by adding a new Section 14.12 thereto as follows:

"14.12 Excluded Subsidiaries.

The parties hereto acknowledge and agree that each Excluded Subsidiary is not an Obligor for purposes of this Agreement or any of the Documents. For greater certainty and without limiting the generality of the foregoing, each Excluded Subsidiary and its assets shall not at any time be considered part of the Consolidated Borrower."

5.2 Consent. The Agent and the Lenders hereby consent to the corporate re-organization of SunOpta Inc. and the Obligors described in Exhibit "I" hereto. The consent provided herein is conditional upon, with reference to paragraph 14 of Exhibit "I", SunOpta Inc. causing such existing secured creditors of Pro Organics and Pro Organics East as may be identified by the Agent from time to time, to either be paid out in full or to subordinate and postpone their existing security interests, to the satisfaction of the Agent, to the security interests of the Agent and the Lenders in all of the assets of the proposed amalgamated company. The Obligors hereby represent and warrant that the corporate re-organization described in Exhibit "I" is true and correct in all respects and that there is no misstatement in, or omission of information from, Exhibit "I". SunOpta Inc. hereby covenants that it will advise the Agent in writing of each step of the corporate re-organization when it occurs or is completed, promptly upon such occurrence or completion. In addition, SunOpta Inc. hereby agrees that, at the request of the Agent and the Lenders, it will, and it will cause the Obligors to, take such action, and execute and deliver such further documents as may be reasonably necessary or appropriate to give effect to the provisions and intent of the Credit Agreement and the Documents.

5.3 Bedford Property Clarification. Pursuant to Section 7 of the First Amending Agreement, each of the Agent, the US Security Agent and the Lenders consented to the sale of the real property municipally known as 25 Wiggins Avenue, Bedford, Massachusetts (the "Bedford Property") to Toxikon Corporation. SunOpta subsequently advised the Lenders that the transaction with Toxikon Corporation in respect of the Bedford Property was not consummated and that another purchaser in respect of the Bedford Property has been located. Given that the transaction which was consented to by the Agent, the US Security Agent and the Lenders as described in Section 7 of the First Amending Agreement did not occur, the parties wish to update and clarify the consent now provided by the Agent, the US Security Agent and

the

Lenders in respect of the currently proposed sale of the Bedford Property by Opta Food Ingredients, Inc. to Dr. Laxman S. Desai ("Desai") whereby Desai has been granted, pursuant to an option agreement, a one year option to purchase the Bedford Property at a price of approximately US$4,850,000. The option has been granted over a period of one year and expires September 22, 2004. As per the terms of the option agreement, SunOpta has received a US$500,000 non-refundable initial option payment which may be applied to the sale price at closing. SunOpta will also receive non-refundable monthly option payments of US$30,000 which will not be applied to the purchase price at closing. An option deposit in the amount of US$700,000 is due by Desai on or before December 15, 2003 and SunOpta will also receive monthly option deposits of US$20,000, all of which deposits may be applied to the purchase price at closing in respect of the Bedford Property. The Agent, the US Security Agent and the Lenders hereby consent to the proposed sale of the Bedford Property as described above and, upon the consummation of the sale of the Bedford Property, will release all Liens in respect thereof upon the following conditions being met to the satisfaction of the Lenders: (a) the Bedford Proceeds are in a minimum amount of at least US$4,400,000 (as certified by SunOpta to the Agent); and (b) the Bedford Proceeds are applied in accordance with the provisions of the Credit Agreement.

SECTION 6 SCHEDULES

6.1 Schedules. The information contained in Exhibit "II" hereto is added to the Credit Agreement as Schedule Y - Excluded Subsidaries. Schedule R to the Credit Agreement is hereby deleted and replaced with the updated Schedule R which is attached as Exhibit "III" hereto. SunOpta Inc. agrees in favour of the Agent and the Lenders that it will, promptly upon the completion of the re-organization contemplated in Section 5.2 hereof, update and provide each of Schedules B, C, G and I to the Credit Agreement.

SECTION 7 CONDITIONS PRECEDENT

7.1 Conditions Precedent. The effectiveness of this Second Amending Agreement is subject to and conditional upon the satisfaction of the following conditions:

(a) Delivery of Documents. The Agent or the US Security Agent, as applicable, shall have received Sufficient Copies, in form and substance satisfactory to the Agent or the US Security Agent, as applicable, of the following:

(i) an Additional Obligor Counterpart duly executed by each of Pro Organics, Pro Organics East, Sonne Labs, SunOpta Holdings and SunOpta Financing;

(ii) this Second Amending Agreement duly executed by all of the parties hereto;

(iii) an Ontario law guarantee from Pro Organics of the obligations of all Obligors (other than Pro Organics) owing to the Lenders, an Ontario law guarantee from Pro Organics East of the obligations of all Obligors (other than Pro Organics East) owing to the Lenders and an Illinois law guarantee from Sonne Labs of the obligations of all Obligors (other than Sonne Labs) owing to the Lenders;

(iv) from SunOpta Holdings (i) Illinois law guarantee of the obligations of all Obligors (other than SunOpta Holdings) owing to the Lenders; (ii) a general security agreement creating a security interest in all of the personal property, assets and undertaking of SunOpta Holdings, including securities (or the equivalent) registered in every location where SunOpta Holdings has assets; (iii) a certificate in respect of all insurance policies, including but not limited to fire and all perils insurance on real property and policies insuring the assets of SunOpta Holdings, indicating the US Security Agent and/or Lenders as loss payee; (iv) an offset agreement regarding cash balances; and (v) a stock transfer power of attorney.

(v) from SunOpta Financing (i) Illinois law guarantee of the obligations of all Obligors (other than SunOpta Financing) owing to the Lenders, (ii) a general security agreement creating a security interest in all of the personal property, assets and undertaking of SunOpta Financing, including securities (or the equivalent) registered in every location where SunOpta Financing has assets; (iii) a certificate in respect of all insurance policies, including but not limited to fire and all perils insurance on real property and policies insuring the assets of SunOpta Financing, indicating the US Security Agent and/or the Lenders as loss payee; and (iv) an offset agreement regarding cash balances.

(vi) a Certificate of each of Pro Organics, Pro Organics East, Sonne Labs, SunOpta Holdings and SunOpta Financing dated as of the date hereof certifying that:

A. its constating documents and the by-laws, which shall be attached thereto, are complete and correct copies and are in full force and effect;

B. all resolutions and all other authorizations necessary to authorize the execution and delivery of and the performance by it of its obligations under the Additional Obligor Counterpart, the Credit Agreement, this Second Amending Agreement and the other Documents to which it is a party and all the transactions contemplated thereby; and

C. all representations and warranties contained in the Credit Agreement and in the Second Amending Agreement are true and correct as if made on the date of the Certificate.

(vii) on or before January 15, 2004, proforma consolidated financial statements of SunOpta Inc. for the remainder of 2003 after giving effect to the acquisition of Pro Organics, Pro Organics East, Pro Organics Marketing (Quebec) Inc. and Sonne Labs, together with financial projections for fiscal years 2004 and 2005, prepared in good faith and based upon reasonable assumptions and consistent with SunOpta Inc.'s due diligence review in connection with the acquisition of Pro Organics, Pro Organics East, Pro Organics Marketing (Quebec) Inc. and Sonne Labs;

(viii)opinions of counsel to Pro Organics, Pro Organics East, Sonne Labs, SunOpta Holdings and SunOpta Financing, addressed to the Agent and each Lender and counsel to the Agent with respect to, inter alia, corporate existence, capacity,

due authorization, execution, delivery and enforceability of the Documents executed by, as applicable, each of Pro Organics, Pro Organics East, Sonne Labs, SunOpta Holdings and SunOpta Financing;

(ix) a duly completed Environmental Checklist in the Agent's standard form, or if available Phase I environmental reports, in respect of each of Pro Organics, Pro Organics East and Sonne Labs;

(x) duly executed certificates of insurance evidencing the insurance required under the Credit Agreement in respect of each Pro Organics, Pro Organics East, Sonne Labs, SunOpta Holdings and SunOpta Financing, together with those policies each showing loss payable to the Agent or US Security Agent, as applicable;

(xi) a Certificate of an officer of SunOpta Inc. certifying that its purchases of all of the shares of each of Pro Organics, Pro Organics East, Pro Organics Marketing (Quebec) Inc. and Sonne Labs have been completed, on terms satisfactory to the Lenders, and attaching thereto a true copy of the executed share purchase agreements entered into between SunOpta Inc. and the vendors, as applicable, all of the shares of each of Pro Organics, Pro Organics East, Pro Organics Marketing (Quebec) Inc. and Sonne Labs;

(xii) SunOpta Inc. shall provide to the Agent the original share certificates issued in its name in respect of the shares it holds in the capital of each of Pro Organics, Pro Organics East, Pro Organics Marketing (Quebec) Inc. and SunOpta Holdings, along with duly executed stock transfer powers of attorney, in form and substance satisfactory to Agent;

(xiii) SunOpta Holdings shall provide to the US Security Agent the original share certificates issued in its name in respect of the shares that it holds in the capital of each of Sunrich Food Group and SunOpta Financing, along with duly executed stock transfer powers of attorney, in form and substance satisfactory to the US Security Agent; and

(xiv) Sunrich Food Group, Inc. shall provide to the US Security Agent the original share certificate issued in its name in respect of the shares it holds in the capital of Sonne Labs, along with a duly executed stock transfer power of attorney, in form and substance satisfactory to US Security Agent.

(b) Fees. All fees payable in accordance with this Second Amending Agreement on or before the Second Amending Closing Date (including legal fees and expenses of the Agent and the US Security Agent) shall have been paid to the Agent, including, without limitation, the payment to Agent, for and on behalf of the Lenders, of an amendment fee of Cdn.$7,500 and an amendment fee of US$29,324.

(c) Due Diligence. The Agent and the Lenders shall have completed their business, legal and accounting due diligence with results satisfactory to them.

(d) Material Adverse Change. No Material Adverse Change shall have occurred with respect to the Obligors.

(e) Sigco Sunplant, Inc. The Agent and the Lenders shall be satisfied with the terms and conditions upon which Sunrich Acquisition acquires certain assets of Sigco Sunplant, Inc. In particular, the Agent and the Lenders shall be satisfied that any Debt or Liens assumed by Sunrich Acquisition in connection with such transaction are non-recourse to the Obligors.

(f) Pro Organics Creditors. The existing Creditors of Pro Organics and Pro Organics East indicated in Exhibit "IV" shall, on or before December 31, 2003, discharge their respective security registrations or have subordinated and postponed such security registrations to the satisfaction of the Agent.

7.2 Waiver. The conditions stated in Section 7.1 immediately above are inserted for the sole benefit of the Agent, the US Security Agent and the Lenders and may only be waived by the Unanimous Lenders, in whole or in part, with or without terms or conditions.

SECTION 8 ASSUMPTION AND CONFIRMATION

8.1 Continuance of 632100 B.C. Ltd. SunOpta Inc. represents and warrants to the Agent, the US Security Agent and each Lender that 632100 B.C. Ltd., previously a British Columbia corporation, was continued under the Canada Business Corporation Act as 4198000 Canada Ltd. effective as of October 23, 2003 (the "Continuance"). Attached as Exhibit "V" hereto is a true and complete copy of the Articles of Continuance and Certificate of Continuance dated October 23, 2003 in respect of 419800 Canada Ltd. 419800 Canada Ltd. hereby confirms and acknowledges that, as the continuing corporation from the Continuance, it has succeeded, by operation of law, to all of the business, undertaking, property, assets, rights, entitlements, franchises, licences and permits of 632100 B.C. Ltd. and to all of the covenants, agreements, debts, liabilities and obligations of 632100 B.C. Ltd. under the Credit Agreement and all Documents to which 632100 B.C. Ltd. is a party. In furtherance of, and without limiting the effect of such provisions of law, 4198000 Canada Ltd. hereby irrevocably and unconditionally (a) assumes, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, debt, liability, obligation, security interest, undertaking, appointment, duty and liability of 632100 B.C. Ltd. contained in, existing under or created by any agreement entered into by 632100 B.C. Ltd. in favour of the Agent, the US Security Agent or the Lenders and under any document or instrument executed and delivered or furnished by 632100 B.C. Ltd. in connection therewith (collectively, the "Financing Agreements"), and (b) confirms and agrees that from and after the effective time of the Continuance all references to 632100 B.C. Ltd. in the Financing Agreements shall be, and shall be deemed for all purposes to be, references to 4198000 Canada Ltd., all with the same force and effect as if 4198000 Canada Ltd. were a signatory to such Financing Agreements and the Financing Agreements are in all respects ratified and confirmed and shall remain in full force and effect.

8.2 Continuance of Kettle Valley Dried Fruits Ltd. SunOpta Inc. represents and warrants to the Agent, the US Security Agent and each Lender that Kettle Valley Dried Fruits Ltd., previously a British Columbia corporation, was continued under the Canada Business Corporation Act as Kettle Valley Dried Fruits Ltd. ("Kettle Canada") effective as of October 23, 2003 (the "Kettle Continuance"). Attached as Exhibit "VI" hereto is a true and complete copy of the Articles of

Continuance and Certificate of Continuance dated October 23, 2003 in respect of Kettle Canada. Kettle Canada hereby confirms and acknowledges that, as the continuing corporation from the Kettle Continuance, it has succeeded, by operation of law, to all of the business, undertaking, property, assets, rights, entitlements, franchises, licences and permits of Kettle Valley Dried Fruits Ltd. and to all of the covenants, agreements, debts, liabilities and obligations of Kettle Valley Dried Fruits Ltd. under the Credit Agreement and all Documents to which Kettle Valley Dried Fruits Ltd. is a party. In furtherance of, and without limiting the effect of such provisions of law, Kettle Canada hereby irrevocably and unconditionally (a) assumes, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, debt, liability, obligation, security interest, undertaking, appointment, duty and liability of Kettle Valley Dried Fruits Ltd. contained in, existing under or created by any agreement entered into by Kettle Valley Dried Fruits Ltd. in favour of the Agent, the US Security Agent or the Lenders and under any document or instrument executed and delivered or furnished by Kettle Valley Dried Fruits Ltd. in connection therewith (collectively, the "Kettle Financing Agreements"), and (b) confirms and agrees that from and after the effective time of the Kettle Continuance all references to Kettle Valley Dried Fruits Ltd. in the Kettle Financing Agreements shall be, and shall be deemed for all purposes to be, references to Kettle Canada, all with the same force and effect as if Kettle Canada were a signatory to such Kettle Financing Agreements and the Kettle Financing Agreements are in all respects ratified and confirmed and shall remain in full force and effect.

8.3 Continuance of Integrated Drying Systems Inc. SunOpta Inc. represents and warrants to the Agent, the US Security Agent and each Lender that Integrated Drying Systems Inc., previously a British Columbia corporation, was continued under the Canada Business Corporation Act as Integrated Drying Systems Inc. ("Integrated Canada") effective as of October 23, 2003 (the "Integrated Continuance"). Attached as Exhibit "VII" hereto is a true and complete copy of the Articles of Continuance and Certificate of Continuance dated October 23, 2003 in respect of Integrated Canada. Integrated Canada hereby confirms and acknowledges that, as the continuing corporation from the Integrated Continuance, it has succeeded, by operation of law, to all of the business, undertaking, property, assets, rights, entitlements, franchises, licences and permits of Integrated Drying Systems Inc. and to all of the covenants, agreements, debts, liabilities and obligations of Integrated Drying Systems Inc. under the Credit Agreement and all Documents to which Integrated Drying Systems Inc. is a party. In furtherance of, and without limiting the effect of such provisions of law, Integrated Canada hereby irrevocably and unconditionally (a) assumes, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, debt, liability, obligation, security interest, undertaking, appointment, duty and liability of Integrated Drying Systems Inc. contained in, existing under or created by any agreement entered into by Integrated Drying Systems Inc. in favour of the Agent, the US Security Agent or the Lenders and under any document or instrument executed and delivered or furnished by Integrated Drying Systems Inc. in connection therewith (collectively, the "Integrated Financing Agreements"), and (b) confirms and agrees that from and after the effective time of the Integrated Continuance all references to Integrated Drying Systems Inc. in the Integrated Financing Agreements shall be, and shall be deemed for all purposes to be, references to Integrated Canada, all with the same force and effect as if Integrated Canada were a signatory to such Integrated Financing Agreements and the Integrated Financing Agreements are in all respects ratified and confirmed and shall remain in full force and effect.

SECTION 9 REPRESENTATIONS AND WARRANTIES

9.1 Representations. Each of the Obligors represent and warrant to the Agent, the US Security Agent and the Lenders that:

(a) the Credit Agreement, as amended by this Second Amending Agreement, is its legal, valid and binding obligation, enforceable against each of the Obligors in accordance with its terms, subject to (i) applicable bankruptcy, reorganization, moratorium or similar laws affecting creditors' generally, (ii) the fact that specific performance and injunctive relief may only be given at the discretion of the courts, and (iii) the equitable or statutory powers of the courts to stay proceedings before them and to stay the execution of judgments;

(b) the Credit Agreement, as amended by this Second Amending Agreement, does not conflict with any constating document, agreement, instrument or undertaking binding upon any Obligor or any of its properties;

(c) no Default or Event of Default now exists under the Credit Agreement or will exist after giving effect to this Second Amending Agreement;

(d) all Debt now assumed or to be assumed by Sunrich Acquisition in connection with the acquisition of certain assets of Sigco Sunplant, Inc. is and shall at all times be and remain non-recourse to the Obligors; and

(e) all Debt of Sonne Labs is non-recourse to the Obligors other than Sonne Labs. For greater certainty, SunOpta represents and warrants that the Debt owing by Sonne Labs to First Community Bank is in an amount not in excess of US$350,000 and that such Debt is secured by certain real property of Sonne Labs and not any other assets of Sonne Labs. If the Lien granted by Sonne Labs in favour of First Community Bank is more extensive than that described above, then SunOpta, at the request of the Agent and the Lenders, will promptly cause the Debt owing by Sonne Labs to First Community Bank to be paid out in full and will cause the Lien previously granted in favour of First Community Bank to be released and discharged.

10.1  Severability. Any provision of this Second Amending Agreement which is
      prohibited by the laws of any jurisdiction shall, as to such jurisdiction,
      be ineffective to the extent of such prohibition without invalidating the
      remaining terms and provisions hereof.

10.2  Costs, Expenses and Taxes. The Obligors agree to pay, on demand, all
      reasonable costs and expenses of the Agent, the US Security Agent and the
      Lenders in connection with the preparation, execution, delivery, operation
      or enforcement of this Second Amending Agreement and the Credit Agreement
      including, without limitation, the reasonable fees and out-of-pocket
      expenses of third parties, the Lenders' counsel and other professionals
      engaged by the Lenders with respect to the preparation, negotiation and
      documentation of this Second Amending Agreement, the Security Documents,
      if any, and the related closing documents with respect thereto and with

      respect to advising the Agent, the US Security Agent and the Lenders of
      their rights and responsibilities in connection with the continuing
      operation of the Credit Agreement, as may be amended by this Credit
      Agreement.

10.3  Form of Documents. All documents delivered under or in connection with
      this Second Amending Agreement or under or in connection with the Credit
      Agreement shall be in form and substance satisfactory to the Agent, the US
      Security Agent, the Lenders and their counsel.

10.4  Governing Law. This Second Amending Agreement shall be governed by and
      construed in accordance with the laws of the Province of Ontario and of
      Canada applicable therein and shall be treated in all respects as an
      Ontario contract. The Obligors irrevocably attorn to the non-exclusive
      jurisdiction of the courts of the Province of Ontario.

10.5  Governing Documents. The Credit Agreement as amended by this Second
      Amending Agreement and all other Documents delivered pursuant to or
      referenced in the Credit Agreement as amended by this Second Amending
      Agreement constitute the complete agreement of the parties hereto with
      respect to the subject matter hereof and supersede any other agreements or
      understandings between each of the Obligors, the Agent, the US Security
      Agent and the Lenders. Save as expressly amended by this Second Amending
      Agreement, all other terms and conditions of the Credit Agreement remain
      in full force and effect unamended.

10.6  Time of the Essence. Time shall be of the essence of this Second Amending
      Agreement.

10.7  Acknowledgement of Obligors. By signing this Second Amending Agreement,
      each of the Obligors, as applicable, confirms that the guarantees given by
      each of them to the Agent, the US Security Agent and the Lenders and all
      Security Documents given by each of them as collateral security for their
      respective obligations, direct, indirect, absolute and/or contingent,
      remain in full force and effect and continue to support all of the
      Borrowers' indebtedness and liabilities, present and future, to, the
      Agent, the US Security Agent and the Lenders including, without
      limitation, each Borrower's indebtedness and liabilities under the Credit
      Agreement and the Security Documents granted by each such Borrower.

10.8  Counterparts. This Second Amending Agreement may be executed and delivered
      in any number of counterparts, each of which when executed and delivered
      is an original but all of which taken together constitute one and the same
      instrument.

IN WITNESS WHEREOF the parties hereto have caused this Second Amending Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

SUNOPTA INC.                                By: "Jeremy Kendall"
2838 Hwy 7                                     ----------------------------
Norval, Ontario LOP 1KO                     Name: Jeremy Kendall
Attention: Chief Financial Officer          Title: Chairman & CEO
Fax: (905) 455-2529


STAKE TECH LP                               By: "Jeremy Kendall"
                                               ----------------------------
By: 1510146 Ontario Inc., its General       Name: Jeremy Kendall
Partner                                     Title: Chairman & CEO

SUNRICH FOOD GROUP, INC.                    By: "Jeremy Kendall"
                                               ----------------------------
                                            Name: Jeremy Kendall
                                            Title: Chairman & CEO


TEMISCA, INC.                               By: "Jeremy Kendall"
                                               ----------------------------
                                            Name: Jeremy Kendall
                                            Title: Chairman & CEO


OPTA FOOD INGREDIENTS CANADA, LTD.          By: "Jeremy Kendall"
                                               ----------------------------
                                            Name: Jeremy Kendall
                                            Title: Chairman & CEO


1510146 ONTARIO INC.                        By: "Jeremy Kendall"
                                               ----------------------------
                                            Name: Jeremy Kendall
                                            Title: Chairman & CEO


3060385 NOVA SCOTIA COMPANY                 By: "Jeremy Kendall"
                                               ----------------------------
                                            Name: Jeremy Kendall
                                            Title: Chairman & CEO


DRIVE ORGANICS CORPORATION                  By: "Jeremy Kendall"
                                               ----------------------------
                                            Name: Jeremy Kendall
                                            Title: Chairman & CEO


SUNRICH, INC.                               By: "Jeremy Kendall"
                                               ----------------------------
                                            Name: Jeremy Kendall
                                            Title: Chairman & CEO

NORTHERN FOOD AND DAIRY INC.                By: "Jeremy Kendall"
                                               ----------------------------
                                            Name: Jeremy Kendall
                                            Title: Chairman & CEO


NORDIC ASEPTIC, INC.                        By: "Jeremy Kendall"
                                               ----------------------------
                                            Name: Jeremy Kendall
                                            Title: Chairman & CEO


STAKE TECHNOLOGY LLC                        By: "Ricky W. Johnson"
                                               ----------------------------
                                            Name: Ricky W. Johnson
                                            Title:


VIRGINIA MATERIALS INC.                     By: "Jeremy Kendall"
                                               ----------------------------
                                            Name: Jeremy Kendall
                                            Title: Chairman & CEO


INTERNATIONAL MATERIALS & SUPPLIES INC.     By: "Jeremy Kendall"
                                               ----------------------------
                                            Name: Jeremy Kendall
                                            Title: Chairman & CEO


4157648 CANADA INC.                         By: "Jeremy Kendall"
                                               ----------------------------
                                            Name: Jeremy Kendall
                                            Title: Chairman & CEO


CANADA HARVEST PROCESS LTD.                 By: "John Dietrich"
                                               ----------------------------
                                            Name: John Dietrich
                                            Title: VP & CFO


4198000 CANADA LTD.                         By: "John Dietrich"
                                               ----------------------------
                                            Name: John Dietrich
                                            Title: VP & CFO

OPTA FOOD INGREDIENTS, INC.                 By: "John Dietrich"
                                               ----------------------------
                                            Name: John Dietrich
                                            Title: VP & CFO


INTEGRATED DRYING SYSTEMS INC.              By: "John Dietrich"
                                               ----------------------------
                                            Name: John Dietrich
                                            Title: VP & CFO


KETTLE VALLEY DRIED FRUITS LTD.             By: "John Dietrich"
                                               ----------------------------
                                            Name: John Dietrich
                                            Title: VP & CFO


KETTLE VALLEY DRIED FRUIT INC.              By: "John Dietrich"
                                               ----------------------------
                                            Name: John Dietrich
                                            Title: VP & CFO


PRO ORGANICS MARKETING INC.                 By: "John Dietrich"
                                               ----------------------------
                                            Name: John Dietrich
                                            Title: VP & CFO


PRO ORGANICS MARKETING (EAST) INC.          By: "John Dietrich"
                                               ----------------------------
                                            Name: John Dietrich
                                            Title: VP & CFO


SONNE LABS, INC.                            By: "John Dietrich"
                                               ----------------------------
                                            Name: John Dietrich
                                            Title: VP & CFO


SUNOPTA HOLDINGS INC.                       By: "John Dietrich"
                                               ----------------------------
                                            Name: John Dietrich
                                            Title: VP & CFO


SUNOPTA FINANCING INC.                      By: "John Dietrich"
                                               ----------------------------
                                            Name: John Dietrich
                                            Title: VP & CFO

BANK OF MONTREAL                            By: "K. W. Everett"
in its capacity as Agent                       ----------------------------
                                            Name: K. W. Everett
                                            Title: Senior Manager, Syndications

Corporate Finance
100 King Street West                        By:
11th Floor                                     ----------------------------
Toronto, Ontario                            Name:
M5X 1A1                                     Title:
Attention: Senior Manager
Fax: (416) 360-7168


HARRIS TRUST AND SAVINGS BANK               By: "Shane Koonce"
in its capacity as US Security Agent           ----------------------------
                                            Name: Shane Koonce
                                            Title: Vice President

                                            By:
                                               ----------------------------
                                            Name:
                                            Title:


BANK OF MONTREAL                            By: "Craig Noble"
in its capacity as Lender                      ----------------------------
                                            Name: Craig Noble
                                            Title: Financing Manager

                                            By:
                                               ----------------------------
                                            Name:
                                            Title:


BANK OF MONTREAL                            By: "Shane Koonce"
(Chicago Branch)                               ----------------------------
in its capacity as Lender                   Name: Shane Koonce
                                            Title: Vice President

                                            By:
                                               ----------------------------
                                            Name:
                                            Title:

HARRIS TRUST AND SAVINGS BANK               By: "Shane Koonce"
in its capacity as Lender                      --------------------------
                                            Name: Shane Koonce
                                            Title: Vice President

                                            By:
                                               ----------------------------
                                            Name:
                                            Title:


CANADIAN IMPERIAL BANK OF COMMERCE          By: "Peter Ferrante"
in its capacity as Lender                      ----------------------------
                                            Name: Peter Ferrante
                                            Title: Manager, Commercial Credit

                                            By: "S. J. Marra"
                                               ----------------------------
                                            Name: S. J. Marra
                                            Title: Manager, Commercial Credit


CIBC New York Agency                        By: "Geraldine Kerr"
in its capacity as Lender                      ----------------------------
                                            Name: Geraldine Kerr
                                            Title: Executive Director

                                            By:
                                               ----------------------------
                                            Name:
                                            Title:

EXHIBIT "I"

Corporate Reorganization Step Plan

1. Stake Technology Ltd. changed its name to SunOpta Inc. effective October 31, 2003.

2. SunOpta Holdings Inc. is or will be incorporated under the laws of Delaware and it will, pursuant to the implementation of the provisions of a US Financing and Restructuring Plan prepared by PriceWaterhouseCoopers for Stake Technology Ltd./SunOpta Inc. (a copy of which has been provided by SunOpta Inc. to the Agent and the Lenders), become the primary holding company for the US operating subsidiaries of SunOpta Inc. SunOpta Holdings Inc. will be wholly-owned by SunOpta Inc.

3. SunOpta Financing Inc. is or will be incorporated under the laws of Delaware and it will, pursuant to the implementation of the provisions of a US Financing and Restructuring Plan prepared by PriceWaterhouseCoopers for Stake Technology Ltd./SunOpta Inc. (a copy of which has been provided by SunOpta Inc. to the Agent and the Lenders), be owed a significant amount of intercorporate debt from certain US operating companies, namely Sunrich Food Group, Inc. and Virginia Materials Inc. The common shares of SunOpta Financing Inc. will be owned by SunOpta Holdings Inc. and the preference shares of SunOpta Financing Inc. will, at least temporarily, be owned by SunOpta Inc.

4. SunOpta Inc. has acquired all of the outstanding shares of each of Pro-Organics Marketing Inc., Pro-Organics Marketing (East) Inc. and Pro-Organics Marketing (Quebec) Inc.

5. Sunrich Food Group, Inc. has acquired all of the shares of Sonne Labs, Inc.

6. Sunrich Acquisition Inc., a wholly owned subsidiary of Sunrich, Inc., will acquire certain assets of Sigco Sun Products Inc.

7. Stake Tech LP will change its name to SunOpta LP.

8. Stake Tech LLC will change its name to SunOpta LLC.

9. Each of Integrated Drying Systems Inc. (a British Columbia corporation), Kettle Valley Dried Fruit Ltd. (a British Columbia corporation) and 632100 B.C. Limited (a British Columbia corporation) are or will be continued under the laws of Canada into federal corporations.

10. Each of Pro-Organics Marketing Inc. and Pro-Organics Marketing (East) Inc. are to be continued under the laws of Canada into federal corporations.

11. Nordic Aseptic Inc. will change its name to SunOpta Aseptic Inc.

12. Opta Food Ingredients, Inc. will change its name to SunOpta Ingredients, Inc.

13. Opta Food Ingredients Canada, Ltd. and Canadian Harvest Process Ltd. will amalgamate and the amalgamated company will be called SunOpta Ingredients Canada, Ltd.

14. There will be an amalgamation of each of Integrated Drying Systems Inc., Kettle Valley Dried Fruits Ltd., Pro-Organics Marketing Inc., Pro-Organics Marketing (East) Inc., 4157658 Canada Inc. (formerly Simply Organic Co. Ltd.), 632100 B.C. Ltd. and Sunrich Valley Inc. into SunOpta Inc.

15. Midwestern Coal Slag Co. LLC will be dissolved.

16. There will be an amalgamation of Northern Food and Dairy Inc. into Sunrich Food Group, Inc.

EXHIBIT "II"

SCHEDULE Y

EXCLUDED SUBSIDIARIES

Sunrich Acquisition Inc., a corporation incorporated under the laws of Delaware, all of the issued and outstanding shares of which are owned by Sunrich, Inc.

EXHIBIT "III"

[Updated Schedule R to be provided by SunOpta Inc.]

---------------------------------------------------------------------------------------------------------------------------
             Debtor              Creditor                        Registration Type      File No.       Action Required
---------------------------------------------------------------------------------------------------------------------------
1.           Pro Organics East   Vancity Capital Corporation     PPSA (BC)              8546733        Discharge
---------------------------------------------------------------------------------------------------------------------------
2.           Pro Organics East   The Bank of Nova Scotia         PPSA (BC)              305934A        Discharge
---------------------------------------------------------------------------------------------------------------------------
3.           Pro Organics        Paccar Leasing                  PPSA (Ontario)         872844768      Subordination
---------------------------------------------------------------------------------------------------------------------------
4.           Pro Organics        Vancity Capital Corporation     PPSA (BC)              8546726        Discharge
---------------------------------------------------------------------------------------------------------------------------
5.           Pro Organics        Vancity Capital Corporation     PPSA (BC)              8546733        Discharge
---------------------------------------------------------------------------------------------------------------------------
6.           Pro Organics        CIBC Equipment Finance Limited  PPSA (BC)              8598234        Subordination
---------------------------------------------------------------------------------------------------------------------------
7.           Pro Organics        The Bank of Nova Scotia         PPSA (BC)              305939A        Discharge
---------------------------------------------------------------------------------------------------------------------------
8.           Pro Organics East   The Bank of Nova Scotia         PPSA (Ontario)         881830827      Discharge
---------------------------------------------------------------------------------------------------------------------------
9.           Pro Organics East   Vancity Capital Corporation     PPSA (Ontario)         855608391      Discharge
---------------------------------------------------------------------------------------------------------------------------

EXHIBIT "V"

See the attached Articles of Continuance in respect of 4198000 Canada Ltd.

EXHIBIT "VI"

See the attached Articles of Continuance in respect of Kettle Valley Dried Fruits Ltd.

EXHIBIT "VII"

See the attached Articles of Continuance in respect of Integrated Drying Systems Inc.

Exhibit 10O

SUNOPTA INC.

EMPLOYEE STOCK PURCHASE PLAN

Subject to shareholder approval, the Employee Stock Purchase Plan (the "Plan") was approved by the Board of Directors (the "Board") of SunOpta Inc. ("the Company"), on May 7, 2003, at which time 1,000,000 common shares ("common stock"), without par value, were reserved for the grant of Options under the Plan.

1. Purpose. The purpose of the Plan is to provide Employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company. It is the intention of the Company to have the Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the Code. The provisions of the Plan shall, accordingly, be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code.

2. Definitions.

(a) "Board" shall mean the Board of Directors of the Company, or a committee of the Board of Directors named by the Board to administer the Plan.

(b) "Code" shall mean the United States Internal Revenue Code of 1986, as amended.

(c) "Common Stock" shall mean common shares without par value, of the Company.

(d) "Company" shall mean SunOpta Inc.

(e) "Compensation" shall mean base salary at the Offering date that is taxable income for federal income tax purposes received from the Company or a Designated Subsidiary, but excludes relocation expense reimbursements, tuition or other reimbursements and income realized as a result of participation in any stock option, stock purchase or similar plan of the Company or a Designated Subsidiary.

(f) "Continuous Status as an Employee" shall mean the absence of any interruption or termination of service as an Employee. Continuous Status as an Employee shall not be considered interrupted in the case of a leave of absence agreed to in writing by the Company, provided that such leave is for a period of not more than 90 days or reemployment upon the expiration of such leave is guaranteed by contract or statute.

(g) "Contributions" shall mean all amounts credited to the account of a participant pursuant to the Plan.

(h) "Discount Factor" shall mean 90% or such other amount as determined by the Board, up to a maximum of 85% provided that such change is announced at least 15 days prior to the scheduled beginning of an Offering Period.

(i) "Designated Subsidiaries" shall mean the Subsidiaries which have been designated by the Board from time to time in its sole discretion as eligible to participate in the Plan.

(j) "Employee" shall mean any person who is customarily employed for at least 20 hours per week and more than five months in a calendar year by the Company or one of its Designated Subsidiaries.

(k) "Exercise Date" shall mean the last business day of each Offering Period of the Plan.

(l) "Exercise Price" shall mean with respect to an Offering Period, an amount equal to the Fair Market Value (as defined in paragraph 7(b)) of a share of Common Stock on the average of the closing prices on the last five (5) days prior to the Offering Date multiplied by an 85% Discount Factor.

(m) "National Securities Exchange" shall mean the NASDAQ Small Cap Market for all employees, unless changed by the Board.

(n) "Offering Date" shall mean the last business day of each Offering Period of the Plan.

(o) "Offering Period" shall mean each quarterly period commencing on March 1, June 1, September 1, and December 1 of each year (or at such other time or times as may be determined by the Board of Directors).

(p) "Plan" shall mean this Employee Stock Purchase Plan.

(q) "Subsidiary" shall mean a the Company, domestic or foreign, of which not less than 50% of the voting shares are held by the Company or a Subsidiary, whether or not such the Company now exists or is hereafter organized or acquired by the Company or a Subsidiary.

3. Eligibility.

(a) Any person who has been continuously employed as an Employee for six months as of the Offering Date of a given Offering Period shall be eligible to participate in such Offering Period under the Plan and further, subject to the requirements of paragraph 5(a) and the limitations imposed by Section 423(b) of the Code.

(b) Any provisions of the Plan to the contrary notwithstanding, no Employee shall be granted an option under the Plan (i) if, immediately after the grant, such Employee (or any other person whose common stock would be attributed to such Employee pursuant to Section 424(d) of the Code) would own common stock and/or hold outstanding options to purchase common stock possessing five percent or more of the total combined voting power or value of all classes of stock of the Company or of any Subsidiary of the Company, or (ii) which permits his or her rights to purchase stock under all employee stock purchase plans (described in Section 423 of the Code) of the Company and its Subsidiaries to accrue at a rate which exceeds USD $25,000 of CDN $37,500 of fair market value of such stock as defined in paragraph 7(b) (determined at the time such option is granted) for each calendar year in which such option is outstanding at any time. Any option granted under the Plan shall be deemed to be modified to the extent necessary to satisfy this paragraph 3(b).

4. Offering Periods. The Plan shall be implemented by a series of Offering Periods, with a new Offering Period commencing on March 1, July 1, September 1, and December 1 of each year (or at such other time or times as may be determined by the Board of Directors). The Plan shall continue until terminated in accordance with paragraph 19 hereof. The Board shall have the power to change the duration and/or the frequency of Offering Periods with respect to future offerings without stockholder approval if such change is announced at least 15 days prior to the scheduled beginning of the first Offering Period to be affected.

5. Participation.

(a) An eligible Employee may become a participant in the Plan by completing an Enrollment Form provided by the Company and filing it with the Company or its designee prior to the applicable Offering Date. The enrollment form and its submission may be electronic as directed by the Company. The enrollment form shall set forth the percentage of the participant's Compensation (which shall be not less than 1% and not more than 10%) to be paid as Contributions pursuant to the Plan.

(b) Payroll deductions shall commence with the first payroll following the Offering Date and shall end on the last payroll paid on or prior to the Exercise Date of the Offering Period to which the Enrollment Form is applicable, unless sooner terminated as provided in paragraph 10.

6. Method of Payment of Contributions.

(a) Each participant shall elect to have payroll deductions made on each payroll during the Offering Period in an amount not less than 1% and not more than 10% of such participant's Compensation on each such payroll; provided that the aggregate of such payroll deductions during the Offering Period shall not exceed 10% of the participant's aggregate Compensation during said Offering Period (or such greater percentage as the Board may establish from time to time before an Offering Date). All payroll deductions made by a participant shall be credited to his or her account under the Plan. A participant may not make any additional payments into such account.

(b) A participant may discontinue his or her participation in the Plan as provided in paragraph 10, or, on one occasion only during the Offering Period, may decrease, but may not increase, the rate of his or her Contributions during the Offering Period by completing and filing with the Company a new Enrollment Form authorizing a change in the deduction rate. The change in rate shall be effective as of the beginning of the next payroll period following the date of filing of the new Enrollment Form, if the Enrollment Form is completed at least ten days prior to such date, and, if not, as of the beginning of the next succeeding payroll period.

(c) Notwithstanding the foregoing, to the extent necessary to comply with
Section 423(b)(8) of the Code and paragraph 3(b), a participant's payroll deductions may be decreased to zero at such time and for so long as the aggregate of all payroll deductions accumulated with respect to the current Offering Period and any other Offering Period ending within the current calendar year equals USD $25,000 or CDN $37,500.

7. Grant of Option.

(a) On the Offering Date of each Offering Period, each eligible Employee participating in such Offering Period shall be granted an option to purchase on the Exercise Date of such Offering Period a number of shares of the Common Stock determined by dividing such Employee's Contributions accumulated prior to such Exercise Date and retained in the participant's account as of the Exercise Date by the applicable Exercise Price; provided however, that such purchase shall be subject to the limitations set forth in paragraphs 3(b) and 12. The fair market value of a share of the Common Stock shall be determined as provided in paragraph 7(b).

(b) The fair market value of the common stock on a given date shall be determined by the Board based on (i) if the Common Stock is listed on a National Securities Exchange or traded in the over-the-counter market and sales prices are regularly reported for the Common Stock, the closing or last sale price of the common stock for such date (or, in the event that the Common Stock is not traded on such date, on the immediately preceding trading date), on the composite tape or other comparable reporting system or (ii) if the common stock is not listed on a national securities exchange and such price is not regularly reported, the mean between the bid and asked prices per share of the common stock at the close of trading in the over-the-counter market.

8. Exercise of Option. Unless a participant withdraws from the Plan as provided in paragraph 10, his or her option for the purchase of shares will be exercised automatically on the Exercise Date of the Offering Period, and the maximum number of full shares of common stock subject to the option will be purchased for him or her at the applicable Exercise Price with the accumulated Contributions in his or her account. If a fractional number of shares results, then such number shall be rounded down to the next whole number and any unapplied cash shall be carried forward to the next Exercise Date, unless the participant requests a cash payment. The common stock purchased upon exercise of an option hereunder shall be deemed to be transferred to the participant on the Exercise Date. During a participant's lifetime, a participant's option to purchase shares hereunder is exercisable only by him or her.

9. Delivery. Upon the written request of a participant, certificates representing the common stock purchased upon exercise of an option will be issued as promptly as practicable after the Exercise Date of each Offering Period to participants who wish to hold their shares in certificate form. Any cash remaining in a participant's account under the Plan after a purchase by him or her of common stock at the termination of each Offering Period shall be carried forward to the next Exercise Date unless the participant requests a cash payment.

10. Withdrawal; Termination of Employment.

(a) A participant may withdraw all but not less than all the Contributions credited to his or her account under the Plan at any time prior to the Exercise Date of the Offering Period by giving written notice to the Company or its designee. All of the participant's Contributions credited to his or her account will be paid to him or her promptly after receipt of his or her notice of withdrawal and his or her option for the current period will be automatically terminated, and no further Contributions for the purchase of shares will be made during the Offering Period.

(b) Upon termination of the participant's Continuous Status as an Employee prior to the Exercise Date of the Offering Period for any reason, including retirement or death, the Contributions credited to his or her account will be returned to him or her or, in the case of his or her death, to the person or persons entitled thereto under paragraph 14, and his or her option will be automatically terminated.

(c) In the event an Employee fails to remain in Continuous Status as an Employee for at least 20 hours per week during the Offering Period in which the Employee is a participant, he or she will be deemed to have elected to withdraw from the Plan and the Contributions credited to his or her account will be returned to him or her and his or her option terminated.

(d) A participant's withdrawal from an Offering Period will not have any effect upon his or her eligibility to participate in a succeeding offering or in any similar plan which may hereafter be adopted by the Company.

11. Interest. No interest shall accrue on the Contributions of a participant in the Plan.

12. Stock.

(a) The maximum number of shares of common stock which shall be made available for sale under the Plan shall be 1,000,000 shares, subject to adjustment upon changes in capitalization of the Company as provided in paragraph 18. If the total amount of common stock which would otherwise be subject to options granted pursuant to paragraph 7(a) on the Offering Date of an Offering Period exceeds the amount of common stock then available under the Plan (after deduction of all shares for which options have been exercised or are then outstanding), the Company shall make a pro rata allocation of the common stock remaining available for option grants in as uniform a manner as shall be practicable and as it shall determine to be equitable. Any amounts remaining in an Employee's account not applied to the purchase of common stock pursuant to this paragraph 12 shall be refunded on or promptly after the Exercise Date. In such event, the Company shall give written notice of such reduction of the amount of common stock subject to the option to each Employee affected thereby and shall similarly reduce the rate of Contributions, if necessary.

(b) The participant will have no interest or voting right in common stock covered by his or her option until such option has been exercised.

13. Administration. The Board shall supervise and administer the Plan and shall have full power to adopt, amend and rescind any rules deemed desirable and appropriate for the administration of the Plan and not inconsistent with the Plan, to construe and interpret the Plan, and to make all other determinations necessary or advisable for the administration of the Plan.

14. Designation of Beneficiary.

(a) A participant may designate a beneficiary who is to receive any common stock and cash, if any, from the participant's account under the Plan in the event of such participant's death subsequent to the end of the Offering Period but prior to delivery to him or her of such common stock and cash. In addition, a participant may designate a beneficiary who is to receive any cash from the participant's account under the Plan in the event of such participant's death prior to the Exercise Date of the Offering Period. If a participant is married and the designated beneficiary is not the spouse, spousal consent shall be required for such designation to be effective. Beneficiary designations shall be made either in writing or by electronic delivery as directed by the Company.

(b) Such designation of beneficiary may be changed by the participant (and his or her spouse, if any) at any time by submission of the required notice, which may be electronic. In the event of the death of a participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such participant's death, the Company shall deliver such common stock and/or cash to the executor or administrator of the estate of the participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such common stock and/or cash to the spouse or to any one or more dependents or relatives of the participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.

15. Transferability. Neither Contributions credited to a participant's account nor any rights with regard to the exercise of an option or to receive common stock under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as provided in paragraph 14) by the participant. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw funds in accordance with paragraph 10.

16. Reports. Individual accounts will be maintained for each participant in the Plan. Statements of account will be given to participating Employees promptly following the Exercise Date, which statements will set forth the amounts of Contributions, the per share purchase price, the number of shares purchased and the remaining cash balance, if any.

17. Adjustments Upon Changes in Capitalization. Subject to any required action by the stockholders of the Company, the number of shares of Common Stock covered by unexercised options under the Plan and the number of shares of common stock which have been authorized for issuance under the Plan but are not yet subject to options (collectively, the "Reserves"), as well as the price per share of common stock covered by each unexercised option under the Plan, shall be proportionately adjusted for any increase or decrease in the number of issued shares of common stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the common stock, or any other increase or decrease in the number of shares of common stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of common stock subject to an option.

In the event of the proposed dissolution or liquidation of the Company, an Offering Period then in progress will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Board. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger, consolidation or other capital reorganization of the Company with or into another the Company, each option outstanding under the Plan shall be assumed or an equivalent option shall be substituted by such successor the Company or a parent or subsidiary of such successor the Company, unless the Board determines, in the exercise of its sole discretion and in lieu of such assumption or substitution, to shorten the Offering Period then in progress by setting a new Exercise Date (the "New Exercise Date"). If

the Board shortens the Offering Period then in progress in lieu of assumption or substitution in the event of a merger or sale of assets, the Board shall notify each participant in writing, at least ten days prior to the New Exercise Date, that the Exercise Date for his or her option has been changed to the New Exercise Date and that his or her option will be exercised automatically on the New Exercise Date, unless prior to such date he or she has withdrawn from the Offering Period as provided in paragraph 10. For purposes of this paragraph, an option granted under the Plan shall be deemed to be assumed if, following the sale of assets, merger or other reorganization, the option confers the right to purchase, for each share of common stock subject to the option immediately prior to the sale of assets, merger or other reorganization, the consideration (whether stock, cash or other securities or property) received in the sale of assets, merger or other reorganization by holders of Common Stock for each share of Common Stock held on the effective date of such transaction (and if such holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of common stock); provided, however, that if such consideration received in such transaction was not solely common stock of the successor the Company or its parent (as defined in Section 424(e) of the Code), the Board may, with the consent of the successor the Company, provide for the consideration to be received upon exercise of the option to be solely common stock of the successor the Company or its parent equal in fair market value to the per share consideration received by holders of common stock in the sale of assets, merger or other reorganization.

The Board may, if it so determines in the exercise of its sole discretion, also make provision for adjusting the reserves, as well as the price per share of common stock covered by each outstanding option, in the event that the Company effects one or more reorganizations, recapitalizations, rights offerings or other increases or reductions of shares of its outstanding Common Stock, and in the event of the Company being consolidated with or merged into any other the Company.

18. Amendment or Termination.

(a) The Board may at any time terminate or amend the Plan. Except as provided in paragraph 18, no such termination may affect options previously granted, nor may an amendment make any change in any option theretofore granted which adversely affects the rights of any participant provided that an Offering Period may be terminated by the Board on an Exercise Date or by the Board's setting a new Exercise Date with respect to an Offering Period then in progress if the Board determines that termination of the Offering Period is in the best interests of the Company and the stockholders or if continuation of the Offering Period would cause the Company to incur adverse accounting charges in the generally-accepted accounting rules applicable to the Plan. In addition, to the extent necessary to comply with Section 423 of the Code (or any successor rule or provision or any applicable law or regulation), the Company shall obtain stockholder approval in such a manner and to such a degree as so required.

(b) Without stockholder consent and without regard to whether any participant rights may be considered to have been adversely affected, the Board shall be entitled to change the Offering Periods, change the Discount Factor between 0 and 15%, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than Canadian or United States dollars, permit payroll withholding in excess of the amount designated by a participant in order to adjust for delays or mistakes in the Company's processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each participant properly correspond with amounts withheld from the participant's Compensation, and establish such other limitations or procedures as the Board determines in its sole discretion advisable that are consistent with the Plan.

19. Notices. All notices or other communications by a participant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.

20. Conditions Upon Issuance of Shares. Shares of common stock shall not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such shares of common stock

pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares of common stock may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.

As a condition to the exercise of an option, the Company may require the person exercising such option to represent and warrant at the time of any such exercise that the shares of common stock are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions of law.

21. Right to Terminate Employment. Nothing in the Plan or in any agreement entered into pursuant to the Plan shall confer upon any Employee or other optionee the right to continue in the employment of the Company or any Subsidiary, or affect any right which the Company or any Subsidiary may have to terminate the employment of such Employee or other optionee.

22. Rights as a Stockholder. Neither the granting of an option nor a deduction from payroll shall constitute an Employee the owner of shares covered by an option. No optionee shall have any right as a stockholder unless and until an option has been exercised, and the shares of common stock underlying the option have been registered in the Company's share register.

23. Term of Plan. The Plan became effective upon its adoption by the Board in May 2003 and shall continue in effect until June 30, 2025 unless sooner terminated under paragraph 19.

24. Applicable Law. This Plan shall be governed in accordance with the laws of the Province of Ontario, applied without giving effect to any conflict-of-law