Claridge Israel LLC – ‘SC 13D/A’ on 10/2/01 re: SunOpta Inc. – EX-3

On:  Tuesday, 10/2/01   ·   Accession #:  899140-1-500304   ·   File #:  5-59617

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 1 to Schedule 13D                        9     31K 
 2: EX-1        Subscription Agreement                                17     56K 
 3: EX-2        Terms and Conditions of Warrant to Purchase            5     25K 
 4: EX-3        Registration Rights Agreement                         13     45K 

EX-3   —   Registration Rights Agreement

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                                                                  Execution Copy

 STAKE TECHNOLOGY LTD.

 REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT, dated as of September 26, 2001, between
Claridge Israel LLC, a limited liability company existing under the laws of the 
State of Delaware (the "Investor"), and Stake Technology Ltd., a corporation    
existing under the laws of Canada (the "Company").                              

 R E C I T A L S

     WHEREAS, the Investor has purchased 3,000,000 Units (as defined below) from
the Company; and                                                                

WHEREAS, the Investor has purchased, pursuant to the terms of the     
Securities Purchase Agreement, dated as of September 14, 2001, by and among the 
Christopher J. Anderson, Dennis W. Anderson and the Investor 1,200,000 shares of
Common Stock (the "Anderson Shares"); and                                       

     WHEREAS, the Company has agreed, as a condition precedent to the Investor's
purchase of the Units, to grant the Investors certain registration rights; and  

 WHEREAS, the Company and the Investor desire to define the registration
rights of the Investor and certain other persons;                               

  NOW, THEREFORE, in consideration of the foregoing premises and for other
good and valuable consideration, the parties hereby agree as follows:           

SECTION 1. DEFINITIONS                                                

    As used in this Agreement, the following terms have the respective meaning
set forth below:                                                                

Affiliate: shall have the meaning set forth in Rule 144;              

    Commission: shall mean the Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act;                    

   Exchange Act: shall mean the Securities Exchange Act of 1934, as amended;

  Holder: shall mean (x) any holder of Registrable Securities described in
clause (A) of the definition of Registrable Securities and in clause (C) thereof
to the extent such clause                                                       

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(C) applies to such clause (A), regardless of the identity of such Holder, and  
(y) any holder of any other Registrable Securities, provided such Holder is the 
Investor or an Affiliate of the Investor;                                       

  Initiating Holder: shall mean any Holder or Holders who in the aggregate
are Holders of more than 50% of the then outstanding Registrable Securities;    

Person: shall mean an individual, partnership, joint-stock company,   
corporation, limited liability company, trust or unincorporated organization,   
and a government or agency or political subdivision thereof;                    

 Public Offering: shall mean a public offering of shares of Common Stock
pursuant to a registration under the Securities Act;                            

Register, Registered and Registration: shall mean to a registration   
effected by preparing and filing a registration statement in compliance with the
Securities Act (and any post-effective amendments filed or required to be filed)
and the declaration or ordering of effectiveness of such registration statement;

   Registrable Securities: shall mean (A) the Anderson Shares, any shares of
Common Stock included in the Units and any shares of Common Stock acquired      
pursuant to exercise of the Unit Warrants, (B) all other Shares of Common Stock 
held by the Investor or any of its Affiliates, regardless of when or the manner 
in which acquired, and (C) any stock of the Company issued as a dividend or     
other distribution with respect to, or in exchange for or in replacement of, the
Common Stock referred to in clauses (A) and (B) of this definition;             

                  Registration Expenses: shall mean all expenses incurred by the
Company in compliance with Section 2(a) and (b) hereof, including, without      
limitation, all registration and filing fees, printing expenses, fees and       
disbursements of counsel for the Company, fees and expenses of one counsel for  
all the Holders, blue sky fees and expenses and the expense of any special      
audits incident to or required by any such registration (but excluding the      
compensation of regular employees of the Company, which shall be paid in any    
event by the Company);                                                          

    Rule 144: shall mean the Commission's Rule 144 under the Securities Act or
any successor rule or regulation thereto;                                       

   Security, Securities: shall have the meaning set forth in Section 2(a)(1)
of the Securities Act;                                                          

Securities Act: shall mean the Securities Act of 1933, as amended;    

Selling Expenses: shall mean all underwriting discounts and selling   
commissions applicable to the sale of Registrable Securities and all fees and   
disbursements of counsel for each of the Holders other than fees and expenses of
one counsel for all the Holders;                                                

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    Unit: shall mean an equity interest in the Company consisting of one share
of Common Stock and one Unit Warrant; and                                       

  Unit Warrant: shall mean a warrant to purchase 0.75 of a share of Common
Stock.                                                                          

SECTION 2. REGISTRATION RIGHTS                                        

(a) Requested Registration.                                           

      (i) Request for Registration. If the Company shall receive from an
     Initiating Holder, at any time from and after September 30, 2002, a written
   request that the Company effect any registration with respect to all or a
part of the Registrable Securities, the Company will:                 

  (1) promptly give written notice of the proposed registration,
     qualification or compliance to all other Holders; provided that such notice
shall not be required to be given to any Affiliate of the Investor (if
   provided to the Investor) or to any Holder (other than the Investor) that
  is described in clause (y) of the definition of Holder if such Holder is
not known by the Company to be such; and                              

       (2) as soon as practicable, use its diligent best efforts to effect
such registration (including, without limitation, the execution of an 
  undertaking to file post-effective amendments, appropriate qualification
  under applicable blue sky or other state securities laws and appropriate
    compliance with applicable regulations issued under the Securities Act) as
may be so requested and as would permit or facilitate the sale and    
   distribution of all or such portion of such Registrable Securities as are
specified in such request, together with all or such portion of the   
    Registrable Securities of any Holder or Holders joining in such request as
are specified in a written request received by the Company within 10  
    business days after written notice from the Company is given under Section
2(a)(i)(1) above; provided that the Company shall not be obligated to 
 effect, or take any action to effect, any such registration pursuant to
this Section 2(a):                                                    

              (A) In any particular jurisdiction in which the Company would be
  required to execute a general consent to service of process in
        effecting such registration, qualification or compliance, unless the
         Company is already subject to service in such jurisdiction and except
   as may be required by the Securities Act or applicable rules or
regulations thereunder;                                     

           (B) After the Company has effected two (2) such registrations
  pursuant to this Section 2(a) and such registrations have been
   declared or ordered effective and the sales of such Registrable
Securities shall have closed;                               

The registration statement filed pursuant to the request of the Initiating      
Holders may, subject to the provisions of Section 2(a)(ii) below, include other 
securities of the Company which are held                                        

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by Persons who, by virtue of agreements with the Company, are entitled to       
include their securities in any such registration ("Other Stockholders"). In the
event any Holder requests a registration pursuant to this Section 2(a) in       
connection with a distribution of Registrable Securities to its equity owners,  
the registration shall provide for the resale by such equity owners, if         
requested by such Holder.                                                       

The registration rights set forth in this Section 2 may be assigned, in whole or
in part, to any transferee of Registrable Securities (who shall be bound by all 
obligations of this Agreement).                                                 

         (ii) Underwriting. If the Initiating Holders intend to distribute the
Registrable Securities covered by their request by means of an        
underwriting, then they shall so advise the Company as a part of their
request made pursuant to Section 2(a).                                

If Other Stockholders request inclusion in such registration, then the Holders  
shall offer to include the securities of such Other Stockholders in the         
underwriting and may condition such offer on their acceptance of the further    
applicable provisions of this Section 2. The Holders whose shares are to be     
included in such registration and the Company shall (together with all Other    
Stockholders proposing to distribute their securities through such underwriting)
enter into an underwriting agreement in customary form with the representative  
of the underwriter or underwriters selected for such underwriting by the        
Initiating Holders and reasonably acceptable to the Company. Notwithstanding any
other provision of this Section 2(a), if the representative advises the Holders 
in writing that marketing factors require a limitation on the number of shares  
to be underwritten, the securities of the Company held by Other Stockholders    
shall be excluded from such registration to the extent so required by such      
limitation. If, after the exclusion of such shares, further reductions are still
required, the number of shares included in the registration by each Holder shall
be reduced on a pro rata basis (based on the number of shares held by such      
Holder), by such minimum number of shares as is necessary to comply with such   
request. No Registrable Securities or any other securities excluded from the    
underwriting by reason of the underwriter's marketing limitation shall be       
included in such registration. If any Other Stockholder who has requested       
inclusion in such registration as provided above disapproves of the terms of the
underwriting, such person may elect to withdraw therefrom by written notice to  
the Company, the underwriter and the Initiating Holders. The securities so      
withdrawn shall also be withdrawn from registration. If the underwriter has not 
limited the number of Registrable Securities or other securities to be          
underwritten, then the Company and officers and directors of the Company may    
include its or their securities for its or their own account in such            
registration if the representative so agrees and if the number of Registrable   
Securities and other securities which would otherwise have been included in such
registration and underwriting will not thereby be limited.                      

(b) Company Registration.                                             

    (i) If the Company shall determine to register any of its equity
securities either for its own account or for the account of Other     
     Stockholders, other than a registration relating solely to employee benefit
plans, or a registration relating solely to a Commission Rule 145     
transaction, or a registration on any registration form which does not
permit secondary sales or does not include substantially the same     
information as                                                        

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   would be required to be included in a registration statement covering the
sale of Registrable Securities, the Company will:                     

    (1) promptly give to each of the Holders (other than the Holders
  referenced in the proviso to Section 2(a)(i)(1) hereof) a written notice
  thereof (which notice shall include a list of the jurisdictions in which
the Company intends to attempt to qualify such securities under the   
applicable blue sky or other state securities laws); and              

         (2) include in such registration (and any related qualification under
blue sky laws or other compliance), and in any underwriting involved  
   therein, all the Registrable Securities specified in a written request or
     requests, made by the Holders within fifteen (15) days after receipt of the
  written notice from the Company described in clause (i) above, except as
   set forth in Section 2(b)(ii) below. Such written request may specify all
   or a part of the Holders' Registrable Securities. In the event any Holder
requests inclusion in a registration pursuant to this Section 2(b) in 
connection with a distribution of Registrable Securities to its equity
owners, the registration shall provide for the resale by such equity  
owners, if requested by such Holder.                                  

     (ii) Underwriting. If the registration of which the Company gives
   notice is for a registered public offering involving an underwriting, the
     Company shall so advise each of the Holders as a part of the written notice
   given pursuant to Section 2(b)(i)(1). In such event, the right of each of
the Holders to registration pursuant to this Section 2(b) shall be    
   conditioned upon such Holders' participation in such underwriting and the
  inclusion of such Holders' Registrable Securities in the underwriting to
    the extent provided herein. The Holders whose shares are to be included in
such registration shall (together with the Company and the Other      
     Stockholders distributing their securities through such underwriting) enter
     into an underwriting agreement in customary form with the representative of
   the underwriter or underwriters selected for underwriting by the Company.
Notwithstanding any other provision of this Section 2(b), if the      
  representative determines that marketing factors require a limitation on
     the number of shares to be underwritten, the representative may (subject to
  the allocation priority set forth below) limit the number of Registrable
    Securities to be included in the registration and underwriting to not less
     than twenty five percent (25%) of the shares included therein (based on the
  number of shares). The Company shall so advise all holders of securities
  requesting registration, and the number of shares of securities that are
entitled to be included in the registration and underwriting shall be 
  allocated in the following manner: The securities of the Company held by
officers, directors and Other Stockholders of the Company (other than 
 Registrable Securities and other than securities held by holders who by
   contractual right demanded such registration ("Demanding Holders")) shall
    be excluded from such registration and underwriting to the extent required
   by such limitation, and, if a limitation on the number of shares is still
     required, the number of shares that may be included in the registration and
     underwriting by each of the Holders and Demanding Holders shall be reduced,
     on a pro rata basis (based on the number of shares held by such Holder), by
such minimum number of shares as is necessary to comply with such     
limitation. If any of the Holders or any officer, director or Other   
     Stockholder disapproves of the terms of any such underwriting, he may elect
to withdraw                                                           

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therefrom by written notice to the Company and the underwriter. Any   
    Registrable Securities or other securities excluded or withdrawn from such
underwriting shall be withdrawn from such registration.               

  (c) Expenses of Registration. Registration Expenses and Selling Expenses
incurred in connection with any registration, qualification or compliance       
pursuant to this Section 2 shall be borne by the Holders of the securities so   
registered pro rata on the basis of the number of their shares so registered in 
relation to the total number of shares registered. All other Registration       
Expenses shall be borne by the Company and/or the Other Stockholders, as the    
case may be.                                                                    

   (d) Registration Procedures. In the case of each registration effected by
the Company pursuant to this Section 2, the Company will keep the Holders, as   
applicable, advised in writing as to the initiation of each registration and as 
to the completion thereof. At its expense, the Company will:                    

    (i) keep such registration effective for a period of one hundred
     twenty (120) days or until the Holders (or in the case of a distribution to
    the partners of such Holder, such partners), as applicable, have completed
    the distribution described in the registration statement relating thereto,
 whichever first occurs; provided, however, that (A) such 120-day period
     shall be extended for a period of time equal to the period during which the
 Holders or partners, as applicable, refrain from selling any securities
included in such registration as a result of notification pursuant to 
    Section 2(d)(iii) hereof or at any time when the registration statement is
     otherwise not available for the making of sales; and (B) in the case of any
     registration of Registrable Securities on Form S-3 which are intended to be
offered on a continuous or delayed basis, such 120-day period shall be
     extended until all such Registrable Securities are sold, provided that Rule
     415, or any successor rule under the Securities Act, permits an offering on
   a continuous or delayed basis, and provided further that applicable rules
    under the Securities Act governing the obligation to file a post-effective
  amendment permit, in lieu of filing a post-effective amendment which (y)
    includes any prospectus required by Section 10(a) of the Securities Act or
    (z) reflects facts or events representing a material or fundamental change
in the information set forth in the registration statement, the       
  incorporation by reference of information required to be included in (y)
     and (z) above to be contained in periodic reports filed pursuant to Section
12 or 15(d) of the Exchange Act in the registration statement;        

         (ii) furnish such number of prospectuses and other documents incident
thereto as each of the Holders, as applicable, from time to time may  
reasonably request;                                                   

      (iii) notify each Holder of Registrable Securities covered by such
    registration at any time when a prospectus relating thereto is required to
  be delivered under the Securities Act of the happening of any event as a
    result of which the prospectus included in such registration statement, as
     then in effect, includes an untrue statement of a material fact or omits to
  state a material fact required to be stated therein or necessary to make
 the statements therein not misleading in the light of the circumstances
then existing; and                                                    

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  (iv) furnish, on the date that such Registrable Securities are
   delivered to the underwriters for sale, if such securities are being sold
through underwriters or, if such securities are not being sold through
   underwriters, on the date that the registration statement with respect to
   such securities becomes effective, (1) an opinion, dated as of such date,
of the counsel representing the Company for the purposes of such      
     registration, in form and substance as is customarily given to underwriters
in an underwritten public offering and reasonably satisfactory to a   
 majority in interest of the Holders participating in such registration,
    addressed to the underwriters, if any, and to the Holders participating in
such registration and (2) a letter, dated as of such date, from the   
independent certified public accountants of the Company, in form and  
substance as is customarily given by independent certified public     
accountants to underwriters in an underwritten public offering and    
reasonably satisfactory to a majority in interest of the Holders      
    participating in such registration, addressed to the underwriters, if any,
and if permitted by applicable accounting standards, to the Holders   
participating in such registration.                                   

(e) Indemnification.                                                  

      (i) The Company will indemnify each of the Holders, as applicable,
   each of its officers, directors and partners, and each person controlling
each of the Holders, with respect to each registration which has been 
     effected pursuant to this Section 2, and each underwriter, if any, and each
  person who controls any underwriter, against all claims, losses, damages
    and liabilities (or actions in respect thereof) arising out of or based on
any untrue statement (or alleged untrue statement) of a material fact 
     contained in any prospectus, offering circular or other document (including
   any related registration statement, notification or the like) incident to
any such registration, qualification or compliance, or based on any   
     omission (or alleged omission) to state therein a material fact required to
    be stated therein or necessary to make the statements therein (in the case
    of a prospectus, in light of the circumstances under which they were made)
  not misleading, or any violation by the Company of the Securities Act or
 the Exchange Act or any rule or regulation thereunder applicable to the
Company and relating to action or inaction required of the Company in 
 connection with any such registration, qualification or compliance, and
 will reimburse each of the Holders, each of its officers, directors and
   equity owners, and each person controlling each of the Holders, each such
underwriter and each person who controls any such underwriter, for any
legal and any other expenses reasonably incurred in connection with   
investigating and defending any such claim, loss, damage, liability or
  action, provided that the Company will not be liable in any such case to
   the extent that any such claim, loss, damage, liability or expense arises
   out of or is based on any untrue statement or omission based upon written
information furnished to the Company by the Holders or underwriter and
stated to be specifically for use therein.                            

       (ii) Each of the Holders will, if Registrable Securities held by it
     are included in the securities as to which such registration, qualification
or compliance is being effected, indemnify the Company, each of its   
directors and officers and each underwriter, if any, of the Company's 
securities covered by such a registration statement, each person who  
   controls the Company or such underwriter, each Other Stockholder and each
of their officers, directors, and equity owners, and each person      
controlling such Other                                                

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     Stockholder against all claims, losses, damages and liabilities (or actions
 in respect thereof) arising out of or based on any untrue statement (or
alleged untrue statement) of a material fact contained in any such    
 registration statement, prospectus, offering circular or other document
     made by such Holder, or any omission (or alleged omission) to state therein
a material fact required to be stated therein or necessary to make the
     statements by such Holder therein (in the case of a prospectus, in light of
the circumstances under which they were made) not misleading, and will
 reimburse the Company and such Other Stockholders, directors, officers,
  equity owners, persons, underwriters or control persons for any legal or
    any other expenses reasonably incurred in connection with investigating or
   defending any such claim, loss, damage, liability or action, in each case
to the extent, but only to the extent, that such untrue statement (or 
     alleged untrue statement) or omission (or alleged omission) is made in such
    registration statement, prospectus, offering circular or other document in
   reliance upon and in conformity with written information furnished to the
Company by such Holder and stated to be specifically for use therein; 
  provided, however, that the obligations of each of the Holders hereunder
   shall be limited to an amount equal to the net proceeds to such Holder of
securities sold as contemplated herein.                               

        (iii) Each party entitled to indemnification under this Section 2(e)
(the "Indemnified Party") shall give notice to the party required to  
provide indemnification (the "Indemnifying Party") promptly after such
   Indemnified Party has actual knowledge of any claim as to which indemnity
may be sought, and shall permit the Indemnifying Party to assume the  
   defense of any such claim or any litigation resulting therefrom; provided
   that counsel for the Indemnifying Party, who shall conduct the defense of
    such claim or any litigation resulting therefrom, shall be approved by the
   Indemnified Party (whose approval shall not unreasonably be withheld) and
the Indemnified Party may participate in such defense at such party's 
    expense (unless the Indemnified Party shall have reasonably concluded that
    there may be a conflict of interest between the Indemnifying Party and the
  Indemnified Party in such action, in which case the fees and expenses of
  counsel shall be at the expense of the Indemnifying Party), and provided
further that the failure of any Indemnified Party to give notice as   
     provided herein shall not relieve the Indemnifying Party of its obligations
     under this Section 2 unless the Indemnifying Party is materially prejudiced
thereby. No Indemnifying Party, in the defense of any such claim or   
litigation shall, except with the consent of each Indemnified Party,  
  consent to entry of any judgment or enter into any settlement which does
    not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in
   respect to such claim or litigation. Each Indemnified Party shall furnish
such information regarding itself or the claim in question as an      
Indemnifying Party may reasonably request in writing and as shall be  
reasonably required in connection with the defense of such claim and  
litigation resulting therefrom.                                       

         (iv) If the indemnification provided for in this Section 2(e) is held
  by a court of competent jurisdiction to be unavailable to an Indemnified
Party with respect to any loss, liability, claim, damage or expense   
  referred to herein, then the Indemnifying Party, in lieu of indemnifying
  such Indemnified Party hereunder, shall contribute to the amount paid or

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payable by such Indemnified Party as a result of such loss, liability,
  claim, damage or expense in such proportion as is appropriate to reflect
 the relative fault of the Indemnifying Party on the one hand and of the
Indemnified Party on the other in connection with the statements or   
     omissions which resulted in such loss, liability, claim, damage or expense,
    as well as any other relevant equitable considerations. The relative fault
    of the Indemnifying Party and of the Indemnified Party shall be determined
     by reference to, among other things, whether the untrue (or alleged untrue)
     statement of a material fact or the omission (or alleged omission) to state
   a material fact relates to information supplied by the Indemnifying Party
  or by the Indemnified Party and the parties' relative intent, knowledge,
    access to information and opportunity to correct or prevent such statement
or omission.                                                          

        (v) Notwithstanding the foregoing, to the extent that the provisions
     on indemnification and contribution contained in the underwriting agreement
entered into in connection with any underwritten public offering      
contemplated by this Agreement are in conflict with the foregoing     
provisions, the provisions in such underwriting agreement shall be    
controlling.                                                          

        (vi) The foregoing indemnity agreement of the Company and Holders is
   subject to the condition that, insofar as they relate to any loss, claim,
  liability or damage arising out of a statement made in or omitted from a
     preliminary prospectus but eliminated or remedied in the amended prospectus
on file with the Commission at the time the registration statement in 
question becomes effective or the amended prospectus filed with the   
 Commission pursuant to Commission Rule 424(b) (the "Final Prospectus"),
    such indemnity or contribution agreement shall not inure to the benefit of
   any underwriter or Holder if a copy of the Final Prospectus was furnished
    to the underwriter or Holder, as the case may be, and was not furnished to
  the person asserting the loss, liability, claim or damage at or prior to
the time such action is required by the Securities Act.               

(f) Information by the Holders.                                       

(i) Each of the Holders holding securities included in any  
   registration shall furnish to the Company such information regarding such
Holder and the distribution proposed by such Holder as the Company may
reasonably request in writing and as shall be reasonably required in  
   connection with any registration, qualification or compliance referred to
in this Section 2.                                                    

        (ii) In the event that, either immediately prior to or subsequent to
the effectiveness of any registration statement, any Holder shall     
   distribute Registrable Securities to its equity owners, such Holder shall
     so advise the Company and provide such information as shall be necessary to
   permit an amendment to such registration statement to provide information
  with respect to such equity owners, as selling securityholders. Promptly
following receipt of such information, the Company shall file an      
appropriate amendment to such registration statement reflecting the   
   information so provided. Any incremental expense to the Company resulting
from such amendment shall be borne by such Holder.                    

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(g) Rule 144 Reporting.                                               

With a view to making available the benefits of certain rules and     
regulations of the Commission which may permit the sale of restricted securities
to the public without registration, the Company agrees to:                      

     (i) make and keep public information available as those terms are
     understood and defined in Rule 144, at all times from and after ninety (90)
days following the effective date of the first registration under the 
  Securities Act filed by the Company for an offering of its securities to
the general public;                                                   

     (ii) use its best efforts to file with the Commission in a timely
  manner all reports and other documents required of the Company under the
     Securities Act and the Exchange Act at any time after it has become subject
to such reporting requirements; and                                   

        (iii) so long as the Holder owns any Registrable Securities, furnish
  to the Holder upon request, a written statement by the Company as to its
compliance with the reporting requirements of Rule 144 and of the     
  Securities Act and the Exchange Act, a copy of the most recent annual or
  quarterly report of the Company, and such other reports and documents so
   filed as the Holder may reasonably request in availing itself of any rule
or regulation of the Commission allowing the Holder to sell any such  
securities without registration.                                      

    (h) Termination. The registration rights set forth in this Section 2 shall
not be available to any Holder if, (i) in the written opinion of counsel to the 
Company, all of the Registrable Securities then owned by such Holder could be   
sold in any 90-day period pursuant to Rule 144 (without giving effect to the    
provisions of Rule 144(k)) or (ii) all of the Registrable Securities held by    
such Holder have been sold in a registration pursuant to the Securities Act or  
pursuant to Rule 144.                                                           

SECTION 3. MISCELLANEOUS                                                        

     (a) Directly or Indirectly. Where any provision in this Agreement refers to
action to be taken by any Person, or which such Person is prohibited from       
taking, such provision shall be applicable whether such action is taken directly
or indirectly by such Person.                                                   

 (b) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made  
and to be performed entirely within such State.                                 

    (c) Section Headings. The headings of the sections and subsections of this
Agreement are inserted for convenience only and shall not be deemed to          
constitute a part thereof.                                                      

(d) Notices.                                                          

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       (i) All communications under this Agreement shall be in writing and
   shall be delivered by hand or facsimile or mailed by overnight courier or
by registered or certified mail, postage prepaid:                     

          (1) if to the Company, at: 2838 Highway 7, Norval, Ontario, Canada L0P
 1K, Attention: Jeremy N. Kendall, or at such other address or facsimile
  number as it may have furnished the Investors in writing, with a copy to
     Michael Armstrong, Q.C. LaFleur Brown LLP, National Bank Building, 150 York
St. 14th Floor, Toronto, Ontario, Canada M5H 3S5.                     

   (2) if to the Investor, to Claridge Israel LLC, c/o Davies Ward
Phillips & Vineberg LLP, 625 Madison Avenue, 12th floor, New York, NY 
10022, Facsimile: (212) 308-0132, Attention: Guy P. Lander, or at such
     other address or facsimile number as may have been furnished the Company in
   writing, with a copy to Willkie Farr & Gallagher, 787 Seventh Avenue, New
     York, NY 10019 (facsimile: (212) 728-8111), Attention: Michael A. Schwartz,
Esq.                                                                  

          (ii) Any notice so addressed shall be deemed to be given: if delivered
   by hand or facsimile, on the date of such delivery; if mailed by courier,
     on the first business day following the date of such mailing; and if mailed
   by registered or certified mail, on the third business day after the date
of such mailing.                                                      

  (e) Reproduction of Documents. This Agreement and all documents relating
thereto, including, without limitation, any consents, waivers and modifications 
which may hereafter be executed may be reproduced by the Holders by any         
photographic, photostatic, microfilm, microcard, miniature photographic or other
similar process and the Holders may destroy any original document so reproduced.
The parties hereto agree and stipulate that any such reproduction shall be      
admissible in evidence as the original itself in any judicial or administrative 
proceeding (whether or not the original is in existence and whether or not such 
reproduction was made by the Holders in the regular course of business) and that
any enlargement, facsimile or further reproduction of such reproduction shall   
likewise be admissible in evidence.                                             

  (f) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties.          

    (g) Entire Agreement; Amendment and Waiver. This Agreement constitutes the
entire understanding of the parties hereto and supersedes all prior             
understanding among such parties. This Agreement may be amended, and the        
observance of any term of this Agreement may be waived, with (and only with) the
written consent of the Company, Phillips and the Holders holding a majority of  
the then outstanding Registrable Securities.                                    

 (h) Severability. In the event that any part or parts of this Agreement
shall be held illegal or unenforceable by any court or administrative body of   
competent jurisdiction, such determination shall not affect the remaining       
provisions of this Agreement which shall remain in full force and effect.       

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(i) Counterparts. This Agreement may be executed in one or more       
counterparts, each of which shall be deemed an original and all of which        
together shall be considered one and the same agreement.                        

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    IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first set forth above.                                                     

                     STAKE TECHNOLOGY LTD.

                         By: /s/ Jeremy N. Kendall
                                      ------------------------------
                                Name:  Jeremy N. Kendall
                                           Title: Chairman and Chief Executive
                             Officer

                   CLARIDGE ISRAEL LLC

                     By: /s/ Guy P. Lander
                                      ------------------------------
                            Name:  Guy P. Lander
              Title:

-13-

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		9/30/02		3					10-Q
		10/3/01
Filed on:		10/2/01
		9/26/01		1
		9/14/01		1
									List all Filings