Unassociated Document


    EMPLOYMENT
      AGREEMENT

     

    This
      Agreement made effective the _____ day of April, 2006.      

     

    BETWEEN:

     

    ViRexx
      Medical Corp.,

     

    a
      body
      corporate duly arranged pursuant

    to
      the
      laws of the Province of Alberta

    (hereinafter
      referred to as “ViRexx”),

     

    -
      and
      -

     

    Scott
      Langille,

     

    of
      the
      City of Toronto, in the Province of Ontario 

    (hereinafter
      referred to as “Langille”)

     

    WHEREAS
      ViRexx
      carries on the business of a biopharmaceutical company focused on developing
      and
      commercializing therapeutic products for the treatment of chronic hepatitis
      B,
      hepatitis C and selected solid tumors (hereinafter called the
“Business”);

     

    WHEREAS
      ViRexx
      and Langille (hereinafter sometimes referred
      to as the “Parties” or singularly as a “Party”) acknowledge mutual benefit in
      entering into this employment agreement (hereinafter called the
“Agreement”).

     

    NOW
      THEREFORE in
      consideration of the mutual covenants and promises herein contained, the parties
      hereto agree as follows:

     

     

    ARTICLE
      1  
      - SCOPE OF EMPLOYMENT

     

    1.1  ViRexx
      hereby employs and appoints Langille to the position of Chief Financial Officer
      (“CFO”) which employment and position is based in ViRexx’s Edmonton, Alberta
      office. Langille hereby accepts such employment.

     

    1.2  Langille
      shall serve ViRexx and shall perform on behalf of ViRexx such reasonable duties
      consistent with the position of CFO as may from time to time be required or
      authorized by ViRexx, without restricting the generality of the foregoing,
      shall
      include:

     

    	(a)  	
            discharging
              those duties and responsibilities set out in the Employee Services
&
              Obligations attached as Schedule “A”, which may be amended from time to
              time by ViRexx, so long as those amended duties and responsibilities
              are
              consistent with the duties of a CFO; and

          


     

    	(b)  	
            using
              his best efforts to promote the interests and goodwill of
              ViRexx.

          


     

    1.3  Langille
      shall report to the President of ViRexx (“President”). Langille shall report
      fully on all matters arising from his duties and responsibilities as CFO and
      advise, to the best of his ability,
      and in
      accordance with reasonable business standards, on business matters that may
      arise from time to time during the term of this Agreement.

     

    1.4  During
      the term of this Agreement, Langille shall not provide any services to any
      other
      biopharmaceutical business, industry or other enterprise, or enter into any
      contracts requiring the use of his associations with persons relating to the
      Business, his abilities or any other matter whatsoever relating to his knowledge
      and reputation, insofar as it relates to any activity or undertaking of
      whatsoever nature or kind similar to the Business, without the express written
      consent of ViRexx first had and obtained.

     

     

    ARTICLE
      2  
      - EFFECTIVE DATE AND TERM OF EMPLOYMENT

     

    2.1  This
      Agreement shall be effective on the date both parties sign the Agreement and
      duties of employment shall commence on or about April 29, 2006 (the “Effective
      Date”), and the employment of Langille shall continue unless terminated in
      accordance with the provisions of Article
      10
      hereof.


     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    ARTICLE
      3  
      - EXCLUSIVE SERVICE

     

    3.1  During
      the term of his employment with ViRexx, Langille shall well and faithfully
      serve
      ViRexx and devote the whole of his time and attention during business hours
      to
      the business of ViRexx, and shall not, without the consent in writing of
      ViRexx:

     

    	(a)  	
            directly
              or indirectly engage in any other business or occupation, or become
              a
              director, owner, employee or agent of any other company, firm, joint
              venture, individual or other entity whatsoever, which is involved,
              related
              to or interested in any business similar to or in competition, directly
              or
              indirectly, with the Business in the Territory (as defined in Section
              11.1
              herein); or

          


     

    	(b)  	
            directly
              or indirectly engage in or become concerned in or interested in any
              other
              business of any kind which may interfere with, restrict or conflict
              with
              his duties hereunder.

          


     

     

    ARTICLE
      4  
      - POLICY, PRACTICE AND PROCEDURE

     

    4.1  Langille
      shall comply with and carry out all reasonable orders given to him, as CFO,
      by
      the President and work closely and co-ordinate the performance of his duties
      and
      responsibilities with the President. Langille will carry out his duties and
      responsibilities to ViRexx faithfully and diligently, and will cause the
      business activities of ViRexx that are committed to his direction or control
      to
      be conducted reasonably, and in accordance with the policies and procedures
      of
      ViRexx applicable from time to time, including those policies and procedures
      set
      out by ViRexx’s Board of Directors.

     

     

    ARTICLE
      5   -
      COMPENSATION

     

    5.1  The
      base
      salary payable to Langille for his service hereunder shall be one hundred and
      eighty thousand ($180,000.00) dollars per annum, exclusive of benefits and
      other
      compensation (the "Base Compensation"), and shall be payable in twenty-four
      (24)
      equal monthly installments throughout the term hereof, or in such other manner
      as may be mutually agreed upon by Langille and ViRexx, less any deductions
      or
      withholdings as required by law.

     

    5.2  Upon
      signing this Agreement, Langille shall receive a one time cash bonus of
      twenty-five thousand ($25,000) dollars to pay for Langille’s previous company’s
      signing bonus and breaking of the lease of his apartment in Ontario. 

     

    5.3  Langille’s
      Base Compensation may be adjusted annually as part of the annual compensation
      review processes undertaken by ViRexx for all employees. ViRexx may or may
      not
      increase Langille’s Base Compensation after this review process and any increase
      in his Base Compensation shall be at the sole and arbitrary discretion of
      ViRexx. Any increase in Langille’s Base Compensation shall reflect the same
      financial influences considered by ViRexx for all of its employees.

     

    5.4  Langille
      may be entitled to receive discretionary or variable compensation in an amount
      up to twenty (20%) percent of his Annual Salary, subject to the achievement
      of
      personal and corporate goals to be mutually agreed between Langille and the
      CEO
      and the President as described in Section 6.1 hereof with the CEO and President
      providing the assessment as to whether such goals have been achieved. The
      current bonus plan is in effect for the years 2006 and 2007. In 2008, management
      will recommend to the Compensation Committee that the earned bonus for the
      CFO
      will not be less than twenty (20%) percent.

     

     

    ARTICLE
      6   -
      STOCK OPTION

     

    6.1  Subject
      to approval of the Board of Directors, Langille will receive fifty-one thousand
      (51,000) stock options for the calendar year 2006 and fifty-one thousand
      (51,000) stock options in the calendar year of 2007 provided that Langille
      is
      able to meet the performance criteria mutually agreed between Langille and
      the
      CEO and President of ViRexx at the beginning of the 2006 and 2007 fiscal years.
      The granting of the 51,000 stock options in each of 2006 and 2007 will not
      be
      cumulative but will be based on Langille’s meeting the performance criteria for
      each specific year. These stock options will be priced when earned.


     

    6.2  ViRexx
      will grant to Langille an option to purchase one hundred and fifty thousand
      (150,000) common shares of ViRexx at an option exercise price per share equal
      to
      the closing price of ViRexx’s common shares on the Toronto Stock Exchange on the
      date this Agreement becomes effective (the “Stock Option”), subject to the
      provisions of ViRexx’s stock option agreement and all applicable regulations and
      laws. The one hundred and fifty thousand (150,000) Options shall vest in equal
      1/3 amounts over a three (3) year period as follows:

     

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    April
      10,
      2007  50,000

    April
      10,
      2008  50,000

    April
      10,
      2009  50,000

    


    The
      Options shall be governed in accordance with ViRexx’s Stock Option Plan and the
      exercise price shall be set in accordance with that Plan. Management will
      recommend to the Compensation Committee that options for Executive Officers
      including the CFO be vested on a monthly basis so that the remaining options
      which are not vested will vest each month proportionately. 

     

     

    ARTICLE
      7  -
      ADDITIONAL BENEFITS

     

    7.1  Langille
      shall be entitled to participate fully in any benefit plans provided by ViRexx
      for its employees, including medical benefit plans and any other employee
      benefit plans ViRexx may implement (collectively referred to as the “Plans”).
      ViRexx will waive all qualification periods for these Plans.

     

    7.2  Langille
      shall be entitled to four (4) weeks of paid vacation (with vacation pay equaling
      6% of Base Compensation) to be taken at such times as may be agreed upon between
      Langille and the President, taking into account the project activity and
      staffing requirements of ViRexx and the need for the timely performance of
      Langille’s responsibilities. In the event that Langille decides not to take all
      the vacation to which he is entitled in any fiscal year, Langille shall be
      entitled to carry forward this vacation entitlement, with prior written approval
      of the President, provided that the maximum accrued entitlement shall not exceed
      one (1) week of vacation entitlement.

     

    7.3  Langille
      shall be provided with a reasonable relocation allowance of up to sixty thousand
      ($60,000.00) dollars which shall be reimbursed upon Langille presenting to
      ViRexx receipts for expenditures. ViRexx may require at least two (2) quotes
      for
      a moving company. Re-imbursable expenses include: temporary accommodations
      in
      Edmonton while searching for permanent residence of up to three (3) months.
      During this three (3) month period other re-imbursable costs include car rental
      and meals. Additionally, ViRexx will provide up to seven (7) round trip fares
      for Langille at the most economical rate between Toronto and Edmonton. This
      relocation allowance is fully refundable to ViRexx if Langille decides to leave
      before six (6) months have elapsed from date of employment start. If Langille
      leaves after six (6) months but before one (1) year, then fifty percent (50%)
      will be refunded to ViRexx. No refund is necessary once Langille has completed
      one (1) full year of employment.

     

    7.4  ViRexx
      agrees to pay to Langille a maximum amount of Ten thousand ($10,000) dollars
      (CAD) to be used to contribute to Langille’s legal fees in the event any action
      is brought against Langille by Henry Schein Ash Arcona pursuant to Articles
      6
      and 7 of his Employment Agreement with them dated September 22, 2005. Should
      ViRexx become obligated to make any payment pursuant to this Section 7.4 it
      shall do so within thirty (30) days of receipt of independent verification
      of
      invoices for legal services.

     

     

    ARTICLE
      8  
      - REIMBURSEMENT OF EXPENSES

     

    8.1  Langille
      shall be reimbursed for all reasonable expenses incurred by him in the course
      of
      carrying out his duties as CFO.

     

     

    ARTICLE
      9  
      - CONFIDENTIALITY OBLIGATIONS

     

    9.1  Langille
      shall not, either during the term of his employment with ViRexx or anytime
      thereafter, disclose or cause to be disclosed, to any person or entity
      whatsoever, unless required by law, any secrets or Confidential Information
      (as
      defined in the Employee Confidentiality Agreement attached as Schedule
“B” hereto),
      concerning the business, affairs or financial performance or position of ViRexx,
      or any entity with which ViRexx is, or may hereafter, become affiliated. The
      parties herein agree that concurrent with their execution of this Agreement,
      they shall enter into and execute the Employee Confidentiality Agreement in
      the
      form attached as Schedule “B” hereto.

     

     

    ARTICLE
      10   -
      TERMINATION OF EMPLOYMENT

     

    10.1  In
      the
      event Langille is unable to fulfill his regular duties and responsibilities
      as
      CFO for an aggregate of one hundred and eighty (180) days during any twelve
      (12)
      month period (“Permanent Disability”), ViRexx shall have the right to terminate
      this Agreement upon providing Langille with sixty (60) days notice in writing
      and the payment of six (6) months salary, the value of benefits that would
      otherwise be received during the same period and any accrued vacation pay as
      full and final settlement of ViRexx’s obligations to Langille pursuant to this
      Agreement.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    10.2  ViRexx
      shall have the right in its absolute discretion to terminate Langille’s
      employment for cause forthwith, without notice or payment in lieu of notice.
      For
      the purpose of this Agreement, “cause” shall include, in ViRexx’s sole
      discretion acting reasonably, but not limited to:

     

    	(a)  	
            any
              material breach of the provisions of this Agreement or the Employment
              Agreement by Langille;

          


     

    	(b)  	
            any
              intentional negligent disclosure of any Information by
              Langille;

          


     

    	(c)  	
            conduct
              on Langille’s part that is materially detrimental to the business or the
              financial position of ViRexx;

          


     

    	(d)  	
            personal
              conduct on Langille’s part which is of such a serious and substantial
              nature that it would injure the reputation of ViRexx if Langille is
              retained as an employee or;

          


     

    	(e)  	
            any
              and all omissions, commissions or other conduct which would constitute
              cause at law, in addition to the specified
              causes.

          


     

    10.3  ViRexx
      may, at its option, terminate Langille’s employment pursuant to this Agreement
      in its sole discretion for any reason, without cause, upon providing Langille
      with one (1) year’s notice or payment in lieu thereof, which shall be inclusive
      of all notice required pursuant to the Employment Standards Code, Alberta.
      If
      ViRexx terminates Langille’s employment without just cause and provides him with
      the above described notice or pay in lieu of notice, Langille agrees that he
      will have no further claims against ViRexx. All benefits and allowances set
      out
      in Article 5, Article 6 and Article 7 above shall cease as of
      Langille’s last day of work, subject to any conversion rights available to
      Langille under ViRexx’s group benefit plan. If notice is given to Langille by
      ViRexx and such notice contemplates that Langille will remain at ViRexx to
      perform his duties until the notice period ends, Langille shall be given
      reasonable time to conduct a new job search and engage in interviews with
      prospective employers.

     

    10.4  The
      parties herein agree that Langille may resign from his employment with ViRexx
      at
      any time following the Effective Date of this Agreement on the following
      terms:

     

    	(a)  	
            Langille
              shall provide to ViRexx thirty (30) days prior written notice of his
              resignation, or such shorter period as the parties may mutually agree
              (the
              “Working Notice Resignation Period”), or such notice as ViRexx in its sole
              and absolute discretion may waive in full or in part, and should ViRexx
              terminate this Agreement prior to the expiration of the Working Notice
              Resignation Period, ViRexx shall be under no further obligation to
              Langille for any reason;

          


     

    	(b)  	
            during
              the Working Notice Resignation Period, Langille shall continue to use
              his
              best efforts to discharge his duties and responsibilities as CFO in
              compliance with this Agreement;

          


     

    	(c)  	
            Langille’s
              employment shall terminate on the last day of the Working Notice
              Resignation Period unless terminated early by ViRexx in accordance
              with
              paragraph 10.4(a);
              and

          


     

    	(d)  	
            all
              benefits and allowances set out in Article
              5,
              Article
              6
              and Article
              7
              above shall cease as of the last day of the Working Notice Resignation
              Period, subject to any conversion rights available to Langille under
              the
              Plans.

          


     

     

    ARTICLE
      11  -
      NON-COMPETITION AND NON-SOLICITATION

     

    11.1  Langille
      understands that he occupies a position of high fiduciary trust and confidence
      within ViRexx and has acquired skills, experience and knowledge relating to
      ViRexx, the Business and the customers, clients, suppliers, sub-contractors,
      competitors and services of ViRexx. It is the express intent and agreement
      of
      Langille that such knowledge and experience shall be used solely and exclusively
      in the furtherance, or for the benefit, of the operations of ViRexx. Langille
      agrees that in the event of his retirement or other termination of his
      employment pursuant to the terms of this Agreement, Langille shall not, directly
      or indirectly, for a period of twelve (12) months following his retirement
      or
      other termination of his employment with ViRexx, solicit, provide service or
      be
      employed by any direct competitor of ViRexx or act in any capacity to produce
      products in any business related to immunotherapy or embolization therapy in
      the
      field of cancer and infectious diseases, except with the written consent of
      ViRexx.

     

    11.2  Langille
      further agrees and acknowledges that he shall not, for a period of twelve (12)
      months following his retirement or other termination of his employment with
      ViRexx, directly or indirectly, either as employer, consultant, agent,
      principal, partner, co-venturer, shareholder, proprietor, investor, financier,
      employee, director or in any other individual or representative capacity
      whatsoever:

     

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    	(a)  	
            solicit,
              provide service for or be employed by any customer or joint venture
              partner of VIRexx except with the written consent of ViRexx;
              or

          


     

    	(b)  	
            solicit,
              induce, encourage or facilitate any employees, consultants, suppliers
              or
              sub-contractors of ViRexx or any of their respective affiliates to
              leave
              the employment of, or the consulting, supply or sub-contractor
              relationship with, ViRexx or any of their respective
              affiliates.

          


     

    11.3  Langille
      acknowledges and agrees that the covenants contained in this Agreement are
      reasonably required to protect the interests of ViRexx and their affiliates,
      and
      do not materially impact, or affect, Langille’s ability to obtain other
      employment. Langille hereby irrevocably waives (and irrevocably agrees not
      to
      raise) as a defense any issue of reasonableness in any proceeding to enforce
      Article 11 of this Agreement, the intent of the parties hereto to provide for
      the legitimate and reasonable protection of ViRexx by providing, without
      limitation, for the broadest scope, the longest duration and the broadest
      territory allowable by law.

     

    11.4  The
      parties further agree that in the event that any portion of the covenant
      contained in this Article, or its application to any circumstance, shall be
      held
      to be invalid or unenforceable to any extent, the remainder of the covenant
      or
      its application to any circumstances, other than that to which it has been
      held
      to be invalid or unenforceable, shall not be affected thereby and shall be
      valid
      and enforceable to the fullest extent permitted by law, it being the intent
      of
      this provision that if any of the foregoing covenant is found to be unreasonable
      to any extent by a Court of competent jurisdiction adjudicating upon the
      validity of this covenant, whether as to the scope of the restriction, the
      area
      of restriction or the duration of the restriction, then such restriction shall
      be reduced to that which is in fact declared reasonable by such Court, or a
      subsequent Court of competent jurisdiction requested to make such a
      declaration.

     

    11.5  Notwithstanding
      the above Sections of Article 11, Langille shall be able to own up to five
      (5%) percent of the issued and outstanding shares of any public corporation
      that
      is in a business that is similar to the Business or is in competition, directly
      or indirectly, with the Business. Langille, as of the Effective Date, shall
      advise ViRexx as to which of these public corporation he owns greater than
      five
      (5%) per cent of the issued and outstanding shares and shall within a reasonable
      period of time hereafter sell down such holdings to five (5%) per cent or
      less.

     

     

    ARTICLE
      12  
      - RETURN OF MATERIALS

     

    12.1  Langille
      acknowledges that all items of any and every nature or kind created or used
      by
      him pursuant to the employment under this Agreement, or furnished by ViRexx
      to
      Langille, and all equipment, credit cards, books, records, reports, files,
      manuals, literature, confidential information or other materials shall remain
      and be considered the exclusive property of ViRexx at all times and shall be
      surrendered to ViRexx, in good condition, promptly on the cessation or
      termination of the Employee's employment irrespective of the time, manner or
      cause of the termination

     

     

    ARTICLE
      13  -
      LEGAL ADVICE

     

    13.1  Langille
      hereby acknowledges, represents and warrants to ViRexx that he has had the
      time
      to review, and has reviewed, this Agreement and that he has been encouraged
      by
      ViRexx to seek independent legal advice prior to the execution and delivery
      of
      this Agreement, and in the event that he did not avail himself of that
      opportunity, he did so voluntarily, without any undue pressure, and agrees
      that
      his failure to obtain independent legal advice shall not be used by him as
      a
      defense to the enforcement of his obligations under this Agreement.

     

     

    ARTICLE
      14  
      - NOTICES

     

    14.1  Any
      notice required to be given hereunder by any party shall be deemed to have
      been
      well and sufficiently given if:

     

    	(a)  	
            personally
              delivered to the party to whom it is intended, or if such party is
              a
              corporation, to an officer of that corporation;
              or

          


     

    	(b)  	
            mailed
              by pre-paid registered mail, transmitted by facsimile, or delivered,
              to
              the address or facsimile number of the party to whom it is intended
              as
              follows:

          


     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    


    


     

    	(i)  	
            if
              to ViRexx, then:

          


     

    ViRexx
      Medical Corp.

    8223
      Roper Road

    Edmonton,
      Alberta T6E 6S4

    Attention:
      President

     

    	(ii)  	
            If
              to Langille, then:

          


     

    _______________________

    _______________________

    


     

    ARTICLE
      15  -
      ASSIGNMENT

     

    15.1  This
      Agreement and the rights and obligations of Langille hereunder shall not be
      assignable by Langille to any other person, firm, or corporation without the
      express written consent of ViRexx first had and obtained, which consent may
      be
      unreasonably and arbitrarily withheld. This Agreement may, at the discretion
      of
      ViRexx be fully assigned to any purchaser of the Business, and Langille
      acknowledges and agrees that any such assignment does not operate as a
      fundamental amendment to this Agreement.

     

     

    ARTICLE
      16  
      - GOVERNING LAW AND SUBMISSION TO JURISDICTION

     

    16.1  This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      Province of Alberta, and the parties hereby submit to the jurisdiction of the
      Courts in the Province of Alberta.

     

     

    ARTICLE
      17  
      - UNENFORCEABLE TERMS

     

    17.1  If
      any
      term, covenant or condition of this Agreement or the application thereof to
      any
      Party or circumstance shall be invalid or unenforceable to any extent, the
      remainder of this Agreement or application of such term, covenant or condition,
      to a Party or circumstance, other than those to which it is held invalid or
      unenforceable, shall not be affected thereby and each remaining term, covenant
      or condition of this Agreement shall be valid and shall be enforceable to the
      fullest extent permitted by law.

     

     

    ARTICLE
      18  
      - ENTIRE AGREEMENT

     

    18.1  This
      Agreement constitutes the entire agreement between the Parties hereto relating
      to the subject matter hereof and supercedes all prior and contemporaneous
      agreements, understandings, negotiations and discussions, whether verbal or
      written, of the Parties, and there are no warranties, representations or other
      agreements between the Parties in connection with the subject matter hereof
      except as specifically set forth herein.

     

     

    ARTICLE
      19  
      - NO WAIVER

     

    19.1  No
      consent or waiver, express or implied, by either Party to or of any breach
      of
      default by the other Party in the performance by the other Party of his or
      its
      obligations hereunder shall be deemed or construed to be a consent or waiver
      to
      or of any other breach or default in the performance of the obligations
      hereunder by such Party hereunder. Failure on the part of either Party to
      complain of any act or failure to act of the other Party, or to declare the
      other Party in default, regardless of how long such failure continues, shall
      not
      constitute a waiver by such Party of his or its rights hereunder.

     

     

    ARTICLE
      20  
      - HEADINGS

     

    20.1  The
      headings in this Agreement have been inserted for reference and as a matter
      of
      convenience only, and in no way define, limit or enlarge the scope or meaning
      of
      this Agreement or any provision herein.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    ARTICLE
      21  
      - SINGULAR, PLURAL AND GENDER

     

    21.1  Whenever
      the singular, plural, masculine or feminine is used throughout this Agreement,
      the same shall be construed as meaning the plural, singular, masculine,
      feminine, neuter, body politic or body corporate, where the fact or context
      so
      requires.

     

     

    ARTICLE
      22  
      - ENUREMENT

     

    22.1  This
      Agreement shall enure to the benefit of and be binding on the Parties hereto
      and
      their respective heirs, executors, administrators and other legal
      representatives, successors and permitted assigns.

     

     

    ARTICLE
      23  
      - MODIFICATION OF AGREEMENT

     

    22.1  Any
      modification to this Agreement must be in writing and signed by the Parties
      herein or it shall have no effect and shall be void.

     

    IN
      WITNESS WHEREOF, the Parties hereto have executed this Agreement, effective
      as
      of the day and year first above written.

     

    
      	 	
              VIREXX
                MEDICAL CORP.

            
	 	
              Per:

            	 


    

    


     

    
      	
              SIGNED,
                SEALED AND DELIVERED in the presence of: 

            	
              )

            	 
	
              )

            	 
	 	
              )

            	 
	 	
              )

            	 
	
              WITNESS

            	
              )

            	
              SCOTT
                LANGILLE

            


    

    


     

    


     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    



    SCHEDULE
      “A”

     

    EMPLOYEE
      SERVICES & OBLIGATIONS 

     

    DRAFT
      JOB
      SPECIFICATIONS FOR VIREXX

     

    Position:  Chief
      Financial Officer

     

    Reports
      to:  President

     

    Direct
      Reports:  Senior
      Management Team, ViRexx

     

    Responsibilities:

     

    As
      a
      member of the Executive team of ViRexx, the Chief Financial Officer
      will:

     

    	(a)  	
            carry
              out all financial planning and budgeting
              processes;

          


     

    	(b)  	
            carry
              out and be responsible for all financial matters of ViRexx including
              financial reporting to the Board of Directors, implementing proper
              audit
              and financial governance procedures and working with outside
              auditors;

          


     

    	(c)  	
            assist
              in development and implementation of communication and public relations
              strategies;

          


     

    	(d)  	
            provide
              advice on identification, development and implementation of new products,
              new business development strategies and
              opportunities;

          


     

    	(e)  	
            supervision
              and direction of designated employees as directed by the President
              in
              hiring, supervising, and training of such staff and administration
              of such
              personnel, including the development of personnel policies and procedures
              and salary administration as directed by the
              President;

          


     

    	(f)  	
            dismiss
              personnel under the direction of the
              President;

          


     

    	(g)  	
            provide
              advice and input to the President and the Board of Directors as required
              and help to ensure that ViRexx's policies, procedures and programs
              related
              to its business are compatible with all aspects of effective
              operations;

          


     

    	(h)  	
            such
              other functions as may be necessarily related to the foregoing and
              such
              additional duties and functions as ViRexx and the President shall,
              from
              time to time, agree upon; and

          


     

    	(i)  	
            under
              direction of the President delegate or assign duties as appropriate
              to
              staff and external experts/consultants as required provided that ViRexx
              shall maintain management responsibility over those to whom duties
              have
              been delegated and/or assigned.

          


     

    


    
      
         

      

      
        8

        
          

        

      

      
         

      

    



    SCHEDULE
      “B”

     

    THIS
      AGREEMENT made effective as of made
      as
      at the 10th day of April, 2006.

     

    BETWEEN:

     

    VIREXX
      MEDICAL CORP.

    a
      corporation arranged pursuant to the

    laws
      of
      Alberta,

    (hereinafter
      referred to as "ViRexx"),

    OF
      THE
      FIRST PART

     

    -
      and
      -

     

    SCOTT
      LANGILLE 

    of
      the
      City of ____________

    in
      the
      Province of Ontario

    (hereinafter
      referred to as the "Employee"),

    OF
      THE
      SECOND PART

     

    EMPLOYEE
      CONFIDENTIALITY AGREEMENT

    (hereinafter
      referred to as the "Agreement")

    


     

    WHEREAS
      the Employee is presently employed, or is about to be employed pursuant to
      an
      Employment Agreement (“Employment Agreement”) dated concurrently herewith, by
      ViRexx in a position of confidence and trust and under conditions where he
      has
      or may have access to technical, confidential and secret information regarding
      existing or contemplated business of ViRexx;

     

    AND
      WHEREAS the Employee recognizes that as a part of the duties of his employment,
      certain ideas and suggestions of interest to ViRexx, conceived or made by the
      Employee while he is retained or employed by ViRexx shall be immediately made
      available to and become the property of ViRexx without any further
      consideration;

     

    AND
      WHEREAS ViRexx desires to receive from the Employee specific covenants relating
      to the non-disclosure of confidential information and ownership of Intellectual
      Property, and the employment contract with the Employee is conditional on ViRexx
      receiving these covenants.

     

    IN
      CONSIDERATION of the premises set forth and the remuneration paid by ViRexx
      to
      the Employee, the parties agree as follows:

     

    1. Definition
      of Confidential Information and Intellectual Property

     

    1.1 For
      purposes of this Agreement, the term "Confidential Information", shall mean
      all
      information, whether or not reduced to writing and whether or not patentable
      or
      protected by copyright, which the Employee receives, received access to,
      conceived or developed, in whole or in part, directly or indirectly, in
      connection with the Employee's relationship with ViRexx, and includes, but
      is
      not limited to:

     

    
      	 	
              (i)

            	
              information
                concerning bioinformatics, medinformatics and cheminformatics software,
                databases and services, including but not limited to, source codes,
                object
                codes, flowcharts and programs and other materials whatsoever (tangible
                or
                intangible and machine readable or human
                readable);

            


    

     

    
      	 	
              (ii)

            	
              information
                concerning products and services provided to the global community
                to
                bridge the gap between biology in
                vitro
                (in the test tube) and biology in
                silico
                (in the computer);

            


    

     

    (iii) information
      concerning the handling and analysis of DNA and protein sequence
      data;

     

    
      	 	
              (iv)

            	
              information
                concerning drug development and development processes, including
                but not
                limited to, designing optimal drug molecules for treating
                diseases;

            


    

     

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    
      	 	
              (v)

            	
              information
                concerning pre-clinical, analytical and formulation
                services;

            


    

     

    
      	 	
              (vi)

            	
              technology
                developed for high throughput screening of new chemical entities
                or drug
                levels;

            


    

     

    
      	 	
              (vii)

            	
              discoveries
                relating to, and developments of, patented in-house
                formulations;

            


    

     

    
      	 	
              (viii)

            	
              information
                concerning research, development and commercialization of vaccines
                and
                antibodies for preventative or therapeutic use including, without
                restriction, those based upon peptide-synthetic carrier protection
                vaccine
                formulations for infectious
                disease;

            


    

     

    
      	 	
              (ix)

            	
              formulations,
                including but not limited to, the development of new formulations
                for
                existing drugs, assessments of current formulations and the development
                of
                strategies for formulations of new drug chemical entities
                (NCE);

            


    

     

    
      	 	
              (x)

            	
              information,
                drugs, delivery systems, devices or models under a patent, or potential
                or
                pending patent, whether or not such a patent is in fact obtained
                or
                expires;

            


    

     

    
      	 	
              (xi)

            	
              test
                results, clinical studies, clinical trial results, and all research
                whatsoever;

            


    

     

    
      	 	
              (xii)

            	
              products
                and devices developed, patents, discoveries, concepts, compilations
                and
                ideas of any nature whatsoever including, without limitation, the
                nature
                and results of research and development activities, the software,
                molecular and analytical tools to facilitate research in the fields
                of
                biology, medicine and pharmaceutical science, and processes, formulas,
                inventions, technology, techniques, computer programs and models,
                designs,
                drawings, and specifications;

            


    

     

    
      	 	
              (xiii)

            	
              production
                processes, marketing techniques and arrangements, marketing materials,
                promotions, demos and publications, mailing lists, purchasing information,
                pricing policies, quoting procedures, financial information, customer
                and
                prospect names and requirements, Employee, customer, supplier and
                distributor data and other materials or information relating to ViRexx's
                business and activities and the manner in which ViRexx does business,
                including but not limited to the names of drug firms, biotechnology
                firms,
                contact research organizations (CRO), generic drug manufacturers,
                pharmaceutical companies, pre-clinical clients, principal investigators
                and alliances with whom ViRexx has or may have a business relationship
                with, 

            


    

     

    
      	 	
              (xiv)

            	
              any
                other materials or information related to, or that is or may be used
                in,
                the business, trade or activities of ViRexx
                which:

            


    

     

    
      	 	 	
              (a)

            	
              are
                not generally known to others engaged in similar business or activities;
                

            


    

     

    
      	 	 	
              (b)

            	
              has
                an economic value from not being generally known;
                and

            


    

     

    
      	 	 	
              (c)

            	
              is
                the subject of efforts that are reasonable in the circumstances to
                maintain its secrecy; and

            


    

     

    
      	 	 	
              (xiiv)

            	
              any
                financial information or information relating to the day to day business
                of ViRexx

            


    

    


     

    1.2 Failure
      to mark any of the Confidential Information as confidential, proprietary or
      protected shall not affect its status as part of the Confidential Information
      under the terms of this Agreement.

     

    1.3 For
      purposes of this Agreement, the term "Confidential Information" shall not
      include information which:

     

    
      	 	
              (i)

            	
              has
                been in the possession of the Employee prior to the date of the
                commencement of the Employee's employment with ViRexx including,
                without
                limitation, information pertaining to the matters set out in Section
                1.1,
                if any;

            


    

     

    
      	 	
              (ii)

            	
              has
                been publicly available prior to coming into the possession of ViRexx;
                and

            


    

     

    
      	 	
              (iii)

            	
              becomes
                publicly available without a breach by the Employee of: i) this Agreement;
                ii) any other agreement between the Employee and ViRexx; or iii)
                any
                lawful duty owed by the Employee to
                ViRexx.

            


    

     

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    The
      information described in paragraph 1.3(i) above is hereinafter called the
      "Employee Information".

     

    1.4 For
      purposes of this Agreement, the term “Intellectual Property”, shall mean all
      copyrights, registered and unregistered trademarks, trade names, logos,
      licenses, patent and patent applications, trade secrets, computer software,
      know-how and all other intellectual property owned by, licensed to or used
      by
      ViRexx.

     

    2. Treatment
      of Information

     

    2.1 The
      Employee acknowledges that in his position, or in any other position the
      Employee may hold, in and as a result of the Employee's relationship with
      ViRexx, the Employee shall, or may be making use of, acquiring or adding to
      Confidential Information about certain matters and things which are confidential
      to ViRexx and which information is the exclusive property of
      ViRexx.

     

    2.2 As
      a
      material inducement for ViRexx to retain the services of the Employee, the
      Employee agrees that during his term as an Employee with ViRexx, and for a
      term
      of five (5) years following the date of expiry or termination of the Employment
      Agreement or expiry or termination of any extension or renewal thereof, the
      Employee shall not, except with the prior written consent of ViRexx, which
      consent may be arbitrarily withheld, or except if the Employee is acting in
      the
      course of his duties on behalf and for the benefit of ViRexx in connection
      with
      ViRexx's business practices and policies, directly or indirectly, disclose,
      divulge, reveal, report, publish, transfer or use for any purpose, or cause
      to
      be disclosed, divulged, revealed, reported, published, transferred or used
      for
      any purpose, the Confidential Information which has been obtained, created,
      learned or disclosed by, or to, the Employee.

     

    2.3 Disclosure
      of any Confidential Information of ViRexx by the Employee shall not be
      prohibited if the disclosure is directly pursuant to a valid and existing order
      of a governing court or other governmental body or agency within Canada;
      provided, however that:

     

    
      	 	
              (i)

            	
              the
                Employee shall first provide immediate written notice to ViRexx of
                any
                possible or prospective order, or proceeding pursuant to which any
                order
                may result; and

            


    

     

    
      	 	
              (ii)

            	
              ViRexx
                shall have been afforded a reasonable opportunity to prevent or limit
                any
                disclosure.

            


    

     

    3. Ownership
      of Virexx Intellectual Property and Confidential
      Information

     

    3.1 The
      Employee agrees that all right, title and interest in any Confidential
      Information and any Intellectual Property pertaining to the business of ViRexx
      shall be and shall remain the exclusive property of ViRexx.

     

    3.2 The
      Employee agrees immediately to disclose in writing to ViRexx all Confidential
      Information and any Intellectual Property pertaining to the business of Virexx
      developed in whole or in part by the Employee during the term of the Employee's
      relationship with ViRexx and does hereby assign to ViRexx, any right, title
      or
      interest the Employee may have in the Confidential Information or the
      Intellectual Property. The Employee agrees to execute any instruments and to
      do
      all other things reasonably requested by ViRexx, in order to vest more fully
      in
      ViRexx, all ownership rights in those items transferred by the Employee to
      ViRexx.

     

    3.3 All
      notes, data, tapes, reference items, sketches, drawings, memoranda, computer
      information, memory, and all disks, records, inventions, technology and all
      intellectual property and other materials in any way relating to any of the
      Confidential Information or to the business of ViRexx shall belong exclusively
      to ViRexx and the Employee does hereby transfer any interest he may have in
      it
      and agrees to turn it over to ViRexx including but not limited to all originals
      and all copies of the materials in, or that at any time whatsoever were in,
      the
      Employee's possession, power or control, at the request of ViRexx, or in the
      absence of a request, on the termination of the Employee's relationship with
      ViRexx, howsoever the Employee's termination occurs, including but not limited
      to, the Employee's retirement or death.

     

    4. Injunctive
      Relief

     

    4.1 The
      Employee understands and agrees that ViRexx shall suffer irreparable harm in
      the
      event that the Employee breaches any of the Employee's obligations under this
      Agreement and that monetary damages shall be inadequate to compensate ViRexx
      for
      the breach. Accordingly the Employee agrees that, in the event of a breach
      or
      threatened or potential breach by the Employee of any of the provisions of
      this
      Agreement, Virexx, in addition to and not in limitation of any other rights,
      remedies or damages available to ViRexx at law or in equity, shall be entitled
      to an interim injunction, interlocutory injunction, and permanent injunction,
      in
      order to prevent or to restrain any such breach by the Employee, or by any
      or
      all of the Employee's partners, co-venturers, ViRexx's servants, agents,
      representatives and any and all persons directly or indirectly acting for,
      on
      behalf of, or with the Employee.

     

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    5. Accounting
      for Profits and Indemnification

     

    5.1 The
      Employee agrees that if the Employee shall violate any of the Employee's
      covenants under this Agreement, ViRexx shall be entitled to an accounting and
      repayment of all profits, compensation, royalties, commissions, remunerations
      or
      benefits which the Employee directly or indirectly shall have realized or may
      realize relating to, growing out of, or in connection with any violations of
      this Agreement. This remedy shall be in addition to and not in limitation of
      any
      injunctive relief at law or in equity or otherwise under this
      Agreement.

     

    5.2 The
      Employee agrees to defend, hold harmless and indemnify ViRexx against and in
      respect of:

     

    
      	 	
              (i)

            	
              any
                and all losses and damages resulting from, relating or incident to,
                or
                arising out of any misrepresentation or breach by the Employee of
                any
                warranty or covenant made or contained in this
                Agreement;

            


    

     

    
      	 	
              (ii)

            	
              any
                and all actions, suits, proceedings, claims demands, judgments, costs,
                and
                expenses (including all legal fees, on a solicitor and his own client
                basis), incident to the foregoing.

            


    

     

    6. Severability

     

    6.1 In
      the
      event that any provision or part of any provision of this Agreement shall be
      deemed to be void or invalid by a court of competent jurisdiction, the remaining
      provisions or parts shall be and remain in full force and effect. The Employee
      agrees that the breach or alleged breach by ViRexx of:

     

    
      	 	
              (i)

            	
              any
                covenant contained in another agreement (if any) between ViRexx and
                the
                Employee or;

            


    

     

    
      	 	
              (ii)

            	
              any
                obligation owed to the Employee by
                ViRexx;

            


    

     

    shall
      not
      affect the validity or enforceability of the covenants and agreements of the
      Employee set forth in this Agreement.

     

    7. No
      Prior Agreements

     

    7.1 The
      Employee represents to the best of the Employee's knowledge that the Employee's
      performance of all the terms of this Agreement do not and shall not breach
      any
      fiduciary or other duty or any covenant, agreement or understanding (including
      any agreement relating to any proprietary information, knowledge or data
      acquired by the Employee in confidence, trust or otherwise prior to the
      Employee's employment by ViRexx) to which the Employee is a party or by the
      terms of which the Employee may be bound. The Employee covenants and agrees
      that
      the Employee shall not disclose to ViRexx, or induce ViRexx to use any
      proprietary information, knowledge or data belonging to any previous employer
      or
      others. The Employee further covenants and agrees not to enter into any
      agreement or understanding, either written or oral, in conflict with the
      provisions of this Agreement.

     

    8. Employee's
      Status

     

    8.1 Nothing
      in this Agreement shall be construed as constituting a commitment, guarantee,
      agreement or understanding of any kind or nature that ViRexx shall continue
      to
      employ the Employee. No change of the Employee's duties as an Employee of ViRexx
      shall result in, or be deemed to be, a modification of the terms of this
      Agreement.

     

    9. Successors

     

    9.1 This
      Agreement shall be binding on and shall enure to the benefit of ViRexx and
      the
      Employee, and their respective heirs, personal and legal representatives,
      successors and assigns. As used in this Agreement, the term "ViRexx" shall
      also
      include any corporation or entity which is a parent, subsidiary, or affiliate
      of
      ViRexx. The Employee consents to the enforcement of any and all provisions
      of
      this Agreement by or for the benefit of ViRexx as to any other corporation
      or
      entity regarding any of the Confidential Information.

     

    10. Governing
      Law

     

    10.1 This
      Agreement shall at all times and in all respects be governed by the laws of
      the
      Province of Alberta and all parties hereto shall irrevocably attorn to the
      courts of competent jurisdiction of the Province of Alberta.

     

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    11. Notices

     

    11.1 Any
      notice required or permitted to be given to the Employee shall be sufficiently
      given if delivered to the Employee personally or if mailed by registered mail
      to
      the Employee's address last known to ViRexx.

     

    11.2 Any
      notice required or permitted to be given to ViRexx shall be sufficiently given
      if delivered personally or faxed or if mailed by registered mail
      to:

     

    8223
      Roper Road

    Edmonton,
      Alberta

    T6E
      6S4   Fax:
      (780) 436-0038

    


    or
      at
      such other address as the Employer may advise the Employee in
      writing.

     

    11.3 Any
      notice given by mail shall be deemed to have been given forty eight (48) hours
      after the time it is posted. Any notice given by personal delivery or fax shall
      be deemed to have been given on the day of personal delivery or
      faxing.

     

    11.4 Either
      one of the parties may advise the other, in the manner aforesaid, of any change
      of address for the giving of notices.

     

    12. Entire
      Agreement

     

    12.1 
      It is
      acknowledged that the parties are parties to an employment agreement and that
      this Agreement and the employment agreement along with any future agreement
      respecting options or warrants contain the entire agreements and understandings
      by and between ViRexx and the Employee with respect to the subject matter,
      and
      no representations, promises, agreements or understandings, written or oral,
      express or implied shall be valid or binding unless the same is in writing
      and
      signed by the party intended to be bound. No waiver of any provision of this
      Agreement shall be valid unless it is in writing and signed by the party against
      whom the waiver is sought to be enforced; moreover, no valid waiver of any
      provision of this Agreement shall be deemed a waiver of any other provision
      of
      this Agreement at the time or shall be deemed a valid waiver of the provision
      at
      any other time.

     

    13. Assignment

     

    13.1 This
      Agreement is assignable by ViRexx without the prior consent of the
      Employee.

     

    13.2 As
      this
      Agreement is personal in nature with respect to the Employee, it is not
      assignable by the Employee under any circumstance.

     

    14. Gender

     

    14.1 Whenever
      the singular is used, it shall be deemed to extend to and include the plural.
      Where one gender is used, it shall include all genders.

     

    15. Headings

     

    15.1 The
      headings and other captions in this Agreement are for convenience and reference
      only and are not to be construed in any way as additions or limitations of
      the
      covenants and agreements contained in this Agreement.

     

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    


    16. Effective
      Date

     

    16.1 This
      Agreement is effective as of the date and year first above mentioned and
      indicated herein.

     

    IN
      WITNESS WHEREOF, ViRexx and the Employee have duly executed this Agreement,
      where applicable by their respective corporate officers hereunto duly
      authorized.

     

    
      	 	
              VIREXX
                MEDICAL CORP.

            
	 	
              Per:

            	 
	 	 	 
	 	
              Per:

            	 
	 	 	 
	 	 	 
	
              SIGNED,
                SEALED AND DELIVERED

            	
              )

            	 
	
              in
                the presence of: 

            	
              )

            	 
	 	
              )

            	 
	 	
              )

            	
              SCOTT
                LANGILLE

            
	 	
              )

            	 
	
              WITNESS

            	
              )

            	 


    

    
 

     

    13