THIS IS NOT A LETTER OF ACCEPTANCE AND TRANSMITTAL

NOTICE OF GUARANTEED DELIVERY

For Deposit of Common Shares (and associated Rights) of

PROPRIETARY INDUSTRIES INC.

pursuant to the Offer dated September 27, 2004

of

NORTHERN FINANCIAL CORPORATION

THE OFFER WILL BE OPEN FOR ACCEPTANCE UNTIL MIDNIGHT (TORONTO TIME) ON NOVEMBER 1,2004 (the "EXPIRY TIME") UNLESS THE OFFER IS EXTENDED OR WITHDRAWN

This Notice of Guaranteed Delivery must be used to accept the offer dated September 27, 2004 (the "Offer") made by Northern Financial Corporation ("Northern") for common shares (the "Shares") of Proprietary Industries Inc. and associated Rights if certificates for the Shares and/or Rights are not immediately available or time will not permit all required documents to reach the Depositary prior to the Expiry Time, unless extended. This Notice of Guaranteed Delivery may be delivered by hand, mailed or transmitted by facsimile transmission to the Toronto Office of the Depositary only.

The terms and conditions of the Offer are incorporated by reference in the Notice of Guaranteed Delivery. Capitalized terms used and not defined in this Notice of Guaranteed Delivery which are defined in the Offer to Purchase and accompanying Circular dated September 27, 2004 (the "Offer and Circular") shall have the respective meanings set out in the Offer and Circular.

If a holder of Shares or Rights wishes to deposit such Shares or Rights pursuant to the Offer and (i) the certificate(s) for such Shares or Rights are not immediately available, or (ii) the holder of Shares or Rights cannot deliver the certificate(s) and Letter of Acceptance and Transmittal to the Depositary no later than the Expiry Time, such Shares or Rights may nevertheless be deposited under the Offer provided that all of the following conditions are met:

• (a) such deposit is made only at the principal office of the Depositary in Toronto by or through an Eligible Institution (as defined below);

• (b) a properly completed and duly executed Notice of Guaranteed Delivery (or a manually signed facsimile) is received by the Depositary at its principal office in Toronto at or before the Expiry Time;

• (c) the certificate(s) representing the deposited Shares and, if the Separation Time has occurred prior to the Expiry Time and Rights Certificates have been distributed to holders of Shares prior to the Expiry Time, the certificate(s) representing the deposited Rights, each in proper form for transfer, together with a properly completed and duly signed Letter of Acceptance and Transmittal (or a manually signed facsimile copy) and other documents required by such Letter of Acceptance and Transmittal, are received at the Toronto office of the Depositary by 5:00 p.m. (Toronto time) on or before the third business day after the Expiry Time; and

• (d) in the case of Rights where the Separation Time has occurred prior to the Expiry Time but Rights Certificates have not been distributed to holders of Shares prior to the Expiry Time, the certificate(s) representing the deposited Rights, in proper form for transfer, together with a Letter of Acceptance and Transmittal (or a facsimile thereof), properly completed and duly executed with any required signature guarantees, covering the deposited Rights, and all other documents required by the Letter of Acceptance and Transmittal, are received by the Depositary at its office in Toronto at the address specified below no later than 5:00 p.m. (Toronto time) on the third business day after the Rights Certificates are distributed to holders of Shares.

An "Eligible Institution" means a Canadian Schedule 1 chartered bank, a major trust company in Canada, a member of the Securities Transfer Agent Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada or the United States, members of the Investment Dealers Association of Canada, members of the National Association of Securities Dealers or banks and trust companies in the United States.

To: the Depositary, Computershare Trust Company of Canada

Delivery of this Notice of Guaranteed Delivery to an address or transmission of this Notice of Guaranteed Delivery via a facsimile number, other than as set forth above does not constitute a valid delivery. This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on the Letter of Acceptance and Transmittal is required to be guaranteed by an Eligible Institution, such signature must appear in the applicable space in the Letter of Acceptance and Transmittal.

DO NOT SEND CERTIFICATES FOR COMMON SHARES OR RIGHTS WITH THIS NOTICE OF GUARANTEED DELIVERY. Certificates for Common Shares or Rights must be sent with your Letter of Acceptance and Transmittal.

The undersigned hereby deposits to NORTHERN FINANCIAL CORPORATION upon the terms and subject to the conditions set forth in the Offer and Letter of Acceptance and Transmittal, receipt of which is hereby acknowledged, the Shares and/or Rights described below, pursuant to the guaranteed delivery procedures set forth in Section 2 of the Offer, "Time and Manner for Acceptance - Procedure for Guaranteed Delivery".

SHARES

TOTAL SHARES

RIGHTS

Until the Separation Time, if any, certificates representing Shares also represent an equivalent number of Rights, and no entry for Rights is required in this Box. If the Separation Time occurs and Rights Certificates have been distributed to holders of Shares, specify certificates representing Rights in this Box.

Certificate Number(s) # of Rights # of Rights Name & Address of Shareholder (if available) Represented by Deposited (please print) Certificate TOTAL RIGHTS Dated: Telephone (Business Hours) Signature ( ) _____

GUARANTEE

The undersigned a Canadian schedule 1 chartered bank, a major trust company in Canada, a member of the Securities Transfer Agent Medallion Program (STAMP), a member of the Stock Exchanges Medallion Program (SEMP), or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP), guarantees delivery to the Depositary of the certificates representing the Common Shares deposited hereby, in proper form for transfer with a properly completed and duly executed Letter of Acceptance and Transmittal in the form enclosed herewith or an originally signed facsimile copy thereof, and all other documents required by the Letter of Acceptance and Transmittal, all on or before 5:00 p.m. (Toronto time) on the third business day after the Expiry Time.

Name of Firm: Authorized Signature Address of Firm: Name: Title: Telephone Number: Dated: