EXHIBIT 3.4


                            GOODS AND SERVICES TAX
                           DECLARATION AND INDEMNITY

TO:     ASSOCIATED HYGIENIC PRODUCTS INC.

AND TO: MILLAR, ALEXANDER
        Its Solicitors herein

RE:     ST. ANDREWS PROPERTY INVESTMENT INC. PURCHASE
        FROM ASSOCIATED HYGIENIC PRODUCTS INC.
        1185 COLBORNE STREET EAST, BRANTFORD, ONTARIO
        BEING PART LOT 27, RANGE 1, SOUTH OF HAMILTON ROAD,
        TOWNSHIP OF BRANTFORD, COUNTY OF BRANT (THE "PROPERTY")
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        THE PURCHASER HEREBY certifies and agrees that:

1.      The Purchaser is registered under Subdivision d of Division V of Part IX
        of the Excise Tax Act ("ETA") for the collection and remittance of the
        Goods and Services Tax ("GST") and its registration number is:
        880 496 229 RT.

2.      The Purchaser will remit directly to the Receiver General of Canada the
        GST payable and file the prescribed Form GST 60 pursuant to subsection
        228 (4) of the ETA in connection with the sale and conveyance of the
        property.

3.      The property transferred pursuant to the agreement:

        (a)     is being purchased by the Purchaser as principal for its own
                account and is not being purchased by the Purchaser as an agent,
                trustee, or otherwise on behalf of or for another person; and

        (b)     does not constitute a supply of a residential complex made to an
                individual for the purposes of paragraph 221 (2)(b) of the
                ETA, and

4.      The purchaser shall indemnify and save harmless the Vendor from any GST,
        penalty, interest or other amounts which may be payable by or assessed
        against the Vendor under the ETA as a result of, or in connection with,
        the Vendor's failure to collect and remit any GST applicable on the sale
        and conveyance of the property by the Vendor.

        DATED at Hamilton, Ontario this 14th day of DECEMBER 1998.


                                        ST. ANDREWS PROPERTY INVESTMENT INC.
                                        Per:


                                        /s/ Brian Pendergast
                                        -----------------------------------
                                        Name: BRIAN PENDERGAST
                                        Office Held: PRESIDENT
                                        I have authority to bind the Corporation