Unassociated Document


    SUBSCRIPTION
      FOR UNITS

    (for
      foreign non-US purchasers)

    (Alberta
      Securities Commission Rule 72-501)

     

    TO:                       
      ViRexx
      Medical Corp. (the “Corporation”)

    8223
      Roper Road

    Edmonton,
      AB T6E 6S4

    


    The
      undersigned subscriber (the “Subscriber”) acknowledges that the Corporation is
      proceeding with an Offering of up to 800,000 Units at a price of $1.25 per
      Unit
      for gross proceeds of up to $1,000,000.
      Each
      Unit is comprised of one (1) common share (“Common Share”) and one (1) Common
      Share purchase warrant (“Warrant”). Each Warrant entitles the holder to purchase
      one (1) Common Share at a price of $1.75 for a period of two (2) years from
      the
      Closing Date. The undersigned Subscriber hereby tenders to the Corporation
      this
      subscription offer which, upon acceptance by the Corporation, will constitute
      an
      agreement of the Subscriber to subscribe for, take up, purchase and pay for
      and,
      on the part of the Corporation, to issue and sell to the Subscriber, the number
      of Units set out below on the terms and subject to the conditions set out in
      this Subscription Agreement. Until the Closing of the Offering, all subscription
      funds shall be held in a non-interest bearing account of the Corporation. Upon
      Closing of the Offering, all of the subscription proceeds (net of expenses
      thereon) will be released to the Corporation. In the event the Offering does
      not
      close, any and all subscription proceeds will be returned to subscribers without
      interest, deduction or penalty. The Subscriber hereby acknowledges and agrees
      that the terms and conditions contained in the attached Schedule “A” form part
      of this Subscription Agreement and are incorporated herein by
      reference.
      

     

    
      	
               

              Name
                of Subscriber - please print

               

              By:___________________________________________________________ 

              Authorized
                Signature

               

              ______________________________________________________

              Official
                Capacity or Title - please print

               

              ______________________________________________________

              (Please
                print name of individual whose signature appears above if
                different

              than
                the name of the Subscriber printed above.)

               

              ______________________________________________________

              Subscriber's
                Address

               

              ______________________________________________________

              Facsimile
                Number

               

              ______________________________________________________

              Telephone
                Number E-Mail
                Address

            	 	 	
               

              Number
                of Units:

            
	 
	 
	
               

              Aggregate
                Subscription Price (No. of Units X $1.25 per Unit):

               

              $

            
	 
	
               

              No.
                of Common Shares Currently Held (excluding Common Shares comprising
                the
                Units subscribed for herein):

            
	 
	 	
              Deliver
                the Units as set forth below:

               

              ___________________________________________________

              Name

               

              ___________________________________________________

              Account
                reference, if applicable

               

              ___________________________________________________

              Contact
                Name

               

              ___________________________________________________

              Address

               

              ___________________________________________________________

              Telephone
                Number E-Mail
                Address

            
	 
	
              Register
                the Units as set forth below:

               

              ______________________________________________________

              Name

               

              ______________________________________________________

              Account
                reference, if applicable

               

              ______________________________________________________

              Address

               

               

            


    

    ACCEPTANCE:
      The
      Corporation hereby accepts the above subscription as of this _______ day of
      March, 2006 and the Corporation represents and warrants to the Subscriber that
      the representations and warranties made by the Corporation are true and correct
      in all material respects as of this date and that the Subscriber is entitled
      to
      rely thereon.

    


    
      	 	 	
              VIREXX
                MEDICAL CORP.

            
	
               

              By:
                ________________________________________________

            


    

     

    This
      is the first page of an agreement which along with Schedule “A” hereto comprises
      8 pages.

    


     


    
      
        
           

        

         

      

      
         

        
          

        

      

      
         

        
           

        

      

    



    SCHEDULE
      “A”

     

    TERMS
      AND CONDITIONS OF SUBSCRIPTION FOR

     

    UNITS
      OF VIREXX MEDICAL CORP.

     

    Definitions

     

    In
      this
      Subscription Agreement:

     

    	(a)  	
            “Closing”
              or “Closing
              Date”
              means the closing of the Offering initially expected to occur on or
              about
              March ___, 2006, or such other date or dates as may be agreed upon
              by the
              Corporation;

          


     

    	(b)  	
            “Common
              Share” means
              a common share in the capital stock of the
              Corporation;

          


     

    	(c)  	
            “Corporation”
              means
              ViRexx Medical Corp.;

          


     

    	(d)  	
            “Offering”
              means the offering of Units by the Corporation at $1.25 per Unit on
              a
              private placement basis;

          


     

    	(e)  	
            “Securities”
              means the Common Shares and Warrants comprising the Units and any Warrant
              Shares issued on exercise of the
              Warrants;

          


     

    	(f)  	
            “Subscriber”
              means the person or company identified as the Subscriber on the face
              page
              of this Subscription Agreement;

          


     

    	(g)  	
            “Subscription
              Agreement”
              means this agreement, together with the exhibit attached hereto, as
              amended or supplemented from time to
              time;

          


     

    	(h)  	
            “Subscription
              Price”
              means the aggregate subscription price payable by the Subscriber, being
              the number of Units subscribed for multiplied by $1.25 per
              Unit;

          


     

    	(i)  	
            “Unit”
              means a unit consisting of one (1) Common Share and one (1)
              Warrant;

          


     

    	(j)  	
            “Warrant”
              means a Common Share purchase warrant of the Corporation in which one
              (1)
              warrant entitles the holder to purchase one (1) Common Share of the
              Corporation at a price of $1.75 for a period of two (2) years from
              the
              Closing Date; and

          


     

    	(k)  	
            “Warrant
              Share”
              means a Common Share issuable upon exercise of a
              Warrant.

          


     

    Terms
      of the Offering

     

    1.  The
      Subscriber hereby confirms its subscription for and agrees to take up the Units
      as provided for on the initial page of this Subscription Agreement and delivers
      herewith a certified cheque or bank draft payable to the Corporation in the
      amount of the Subscription Price and authorizes the Corporation to release
      the
      said funds for use by the Corporation on Closing against delivery to the
      Subscriber of a duly issued certificate representing the Common Shares and
      Warrants subscribed for herein.

     

    2.  The
      Subscriber acknowledges that the cumulative total of any common shares and
      Warrant Shares to be issued pursuant to this Offering or which may be issued
      upon exercise of Warrants that exceeds twenty-five percent (25%) of the total
      issued and outstanding Common Shares of the Corporation which is 58,494,545
      will
      require approval from the shareholders of the Corporation in the form stipulated
      by the Toronto Stock Exchange (“TSX”) prior to being issued and delivered to the
      Subscriber. 

     

    3.  The
      Subscriber acknowledges that the Units subscribed for hereunder form part of
      a
      larger issuance and sale by the Corporation of up to 800,000 Units of the
      Corporation at a subscription price of $1.25 per Unit.

     

    4.  The
      Subscriber acknowledges that if the Offering does not close on any subscriptions
      received, the amounts received for subscriptions will be promptly returned
      by
      the Corporation to subscribers without interest, deduction or penalty. The
      Units
      offered are subject to acceptance by the Corporation and to rejection or
      allotment by the Corporation in whole or in part and the Corporation reserves
      the right to discontinue the Offering at any time without notice.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    5.  The
      Subscriber acknowledges that this Subscription Agreement requires the Subscriber
      to provide certain personal information to the Corporation. Such information
      is
      being collected by the Corporation for the purposes of completing the Offering,
      which includes, without limitation, determining the Subscriber's eligibility
      to
      purchase the Units under applicable securities legislation, preparing and
      registering certificates representing the Common Shares and Warrants to be
      issued to the Subscriber and completing filings required by any stock exchange
      or securities regulatory authority. The Subscriber's personal information may
      be
      disclosed by the Corporation to: (a) stock exchanges or securities
      regulatory authorities, (b) the Corporation's registrar and transfer agent,
      and (c) any of the other parties involved in the Offering, including legal
      counsel and may be included in record books in connection with the Offering.
      By
      executing this Subscription Agreement, the Subscriber is deemed to be consenting
      to the foregoing collection, use and disclosure of the Subscriber's personal
      information. The Subscriber also consents to the filing of copies or originals
      of any of the Subscriber's documents described in paragraph 14 hereof as
      may be required to be filed with any stock exchange or securities regulatory
      authority in connection with the transactions contemplated hereby.

     

    6.  The
      Subscriber understands and acknowledges that: (i) the Corporation has the right
      to instruct the transfer agent for the Securities not to record a transfer
      by
      any person without first being notified by the Corporation that it is satisfied
      that such transfer is exempt from or not subject to registration under any
      applicable securities laws; (ii) no prospectus, registration statement or
      similar offering document will be filed with any applicable securities
      regulatory authority in any jurisdiction with respect to any Securities issued
      by the Corporation and sold in the Offering; (iii) no securities commission
      or
      similar regulatory authority has reviewed or passed on the merits of the Units;
      and (iv) there is no government or other insurance covering the
      Units.

     

    7.  THE
      SUBSCRIBER FURTHER ACKNOWLEDGES THAT AN INVESTMENT IN THE UNITS MUST BE
      CONSIDERED SPECULATIVE AND IS SUBJECT TO A NUMBER OF RISK FACTORS. THE
      SUBSCRIBER COVENANTS AND AGREES TO COMPLY WITH APPLICABLE SECURITIES
      LEGISLATION, RULES, REGULATIONS, ORDERS OR POLICIES CONCERNING THE PURCHASE,
      HOLDING OF, AND RESALE OF THE SECURITIES. THE CORPORATION WILL NOT BE
      RESPONSIBLE IN ANY MANNER FOR THE SUBSCRIBER COMPLYING WITH SUCH RESALE
      RESTRICTIONS.

     

    8.  In
      addition to one manually signed, completed copy of this Subscription Agreement,
      the Subscriber will execute and deliver to the Corporation all other
      documentation as may be required by applicable securities legislation, rules,
      policy statements, and orders. The Subscriber acknowledges and agrees that
      any
      such documentation, when executed and delivered by the Subscriber, will form
      part of and will be incorporated into this Subscription Agreement with the
      same
      effect as if each constituted a representation and warranty or covenant of
      the
      Subscriber hereunder in favour of the Corporation, and the Subscriber consents
      to the filing of such documents and/or information contained in such documents
      as may be required to be filed with any securities or other regulatory authority
      in connection with the transactions contemplated hereby.

     

    Representations,
      Warranties and Covenants by Subscriber

     

    9.  The
      Subscriber (on its own behalf and, if applicable, on behalf of each person
      on
      whose behalf the Subscriber is contracting) represents, warrants and covenants
      to the Corporation (and acknowledges that the Corporation and its counsel,
      are
      relying thereon), both at the date hereof and at the Closing Date
      that:

     

    	(a)  	
            the
              Subscriber has been independently advised as to restrictions with respect
              to trading in the Units imposed by applicable securities legislation,
              confirms that no representation has been made to it by or on behalf
              of the
              Corporation with respect thereto, acknowledges that it is aware of
              the
              characteristics of the Units, the risks relating to an investment therein
              and of the fact that it may not be able to resell the Securities except
              in
              accordance with limited exemptions under applicable securities legislation
              and regulatory policy until expiry of the applicable restricted period
              and
              compliance with the other requirements of applicable law; and the
              Subscriber agrees that the certificates representing the Common Shares
              and
              the Warrants and, if applicable, the Warrants Shares, will bear a legend
              indicating that the resale of such securities is restricted;
              and

          


     

    	(b)  	
            the
              Subscriber has not received or been provided with, nor has it requested,
              nor does it have any need to receive, any offering memorandum, or any
              other document (other than an annual report, annual information form,
              interim report, information circular or any other continuous disclosure
              document, the content of which is prescribed by statute or regulation)
              describing the business and affairs of the Corporation which has been
              prepared for delivery to, and review by, prospective purchasers in
              order
              to assist it in making an investment decision in respect of the Units;
              and

          


     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    	(c)  	
            the
              Subscriber has been afforded the opportunity (i) to ask such questions
              as
              it deemed necessary of, and to receive answers from, representatives
              of
              the Corporation concerning the terms and conditions of the Offering
              and
              (ii) to obtain such additional information which the Corporation possesses
              or can acquire without unreasonable effort or expense that the Subscriber
              considered necessary in connection with its decision to invest in the
              Units; and

          


     

    	(d)  	
            the
              Subscriber has not become aware of any advertisement, article, notice
              or
              other communication in printed media of general and regular paid
              circulation (or other printed public media), radio, television, the
              internet or telecommunications or other form of advertisement (including
              electronic display) with respect to the distribution of the Units;
              and

          


     

    	(e)  	
            this
              subscription is made unconditionally as a result of the Subscriber's
              desire to participate in the future development of the Corporation;
              and

          


     

    	(f)  	
            the
              Subscriber is purchasing as principal and it knows that it is purchasing
              the Units pursuant to an exemption, and, as a consequence, is restricted
              from using most of the civil remedies available under applicable
              securities legislation, may not receive information that would otherwise
              be required to be provided to it under applicable securities legislation,
              and the Corporation is relieved from certain obligations that would
              otherwise apply under applicable securities legislation;
              and

          


     

    	(i)  	
            it
              is not
              a resident in Alberta or of Canada nor is it subject to the laws of
              Alberta or Canada and:

          


     

    	(A)  	
            no
              securities commission or similar regulatory authority has reviewed
              or
              passed on the merits of the Securities;

          


     

    	(B)  	
            there
              is no government or other insurance covering the
              Securities;

          


     

    	(C)  	
            there
              are risks associated with the purchase of the
              Securities;

          


     

    	(D)  	
            there
              are restrictions on the Subscriber's ability to resell the Securities
              and
              it is the responsibility of the Subscriber to find out what those
              restrictions are and to comply with them before selling the Securities,
              and

          


     

    	(E)  	
            the
              Corporation has advised the Subscriber that the Corporation is relying
              on
              an exemption from the requirements to provide the Subscriber with a
              prospectus and to sell securities through a person or company registered
              to sell securities under securities legislation and, as a consequence
              of
              acquiring securities pursuant to this exemption, certain protections,
              rights and remedies provided by securities legislation, including
              statutory rights of rescission or damages, will not be available to
              the
              Subscriber; and

          


     

    	(g)  	
            the
              Subscriber is knowledgeable of, or has been independently advised as
              to,
              the applicable securities laws in the jurisdiction within which the
              Subscriber is resident, which would apply, if any, to the issue and
              sale
              of the Units and that all such applicable securities laws have been
              complied with; and

          


     

    	(h)  	
            the
              Subscriber has knowledge in financial and business affairs, is capable
              of
              evaluating the merits and risks of an investment in the Securities,
              and is
              able to bear the economic risk of such investment even if the entire
              investment is lost. The Subscriber is knowledgeable and experienced
              in
              making and evaluating investments. The investments of the Subscriber
              in,
              and its commitments to, all non-liquid investments (including an
              investment in the Corporation) are reasonable in relation to its net
              worth, and the Subscriber has the ability to bear the financial risk
              of an
              investment in the Corporation;
              and

          


     

    	(i)  	
            the
              Subscriber was offered the Common Shares and Warrants in, and is resident
              in, the jurisdiction listed in the Subscriber’s address set forth on the
              initial page of this Subscription Agreement and intends that the
              applicable securities laws of that jurisdiction govern the subscription
              and that such address was not obtained or used solely for the purpose
              of
              subscribing for the Common Shares and Warrants;
              and

          


     

    	(j)  	
            the
              Subscriber is acquiring the Common Shares and Warrants as principal
              for
              its own account and not with a view to any resale, distribution or
              other
              disposition of the Securities in violation of applicable securities
              laws;
              and

          


     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    	(k)  	
            no
              person has made to the Subscriber any written or oral
              representations:

          


     

    	(i)  	
            that
              any person will resell or repurchase any of the
              Securities;

          


     

    	(ii)  	
            that
              any person will refund the purchase price of any of the Securities
              except
              in the event that the Offering does not
              close;

          


     

    	(iii)  	
            as
              to the future price or value of any of the Securities;
              and

          


     

    	(l)  	
            the
              Subscriber has no knowledge of a “material fact” or “material change” (as
              those terms are defined by applicable securities legislation) in respect
              of the affairs of the Corporation that has not been generally disclosed
              to
              the public, other than knowledge relating directly to its subscription
              for
              the Units; and

          


     

    	(m)  	
            the
              Common Shares and Warrant Shares may not be resold in Canada or to
              Canadian residents unless, (i) the sale is made pursuant to an available
              exemption from the prospectus and registration requirements under
              applicable securities laws in the Canadian purchaser’s province or
              territory of residence or the required “hold” period under applicable
              securities laws has expired since the acquisition by the Subscriber
              of the
              Common Shares and Warrants; and (ii) the sale is made pursuant to an
              applicable exemption in the jurisdiction within which the Subscriber
              is
              resident; and

          


     

    	(n)  	
            the
              Corporation may complete additional financings in the future, and such
              future financings may have a dilutive effect on then-current security
              holders of the Corporation, including the Subscriber;
              and

          


     

    	(o)  	
            if
              a corporation, partnership, unincorporated association or other entity,
              it
              has the legal capacity to enter into and be bound by this Subscription
              Agreement and further certifies that all necessary approvals of directors,
              shareholders or otherwise have been given and obtained;
              and

          


     

    	(p)  	
            if
              an individual, it is of the full age of majority and is legally competent
              to execute this Subscription Agreement and take all action pursuant
              hereto; and

          


     

    	(q)  	
            it
              acknowledges that the net subscription proceeds (gross proceeds less
              legal
              fees which have not been paid by the Corporation), will be immediately
              releasable to the Corporation on the Closing Date or later closing
              dates,
              as the case may be; and

          


     

    	(r)  	
            this
              Subscription Agreement has been duly and validly authorized, executed
              and
              delivered by and constitutes a legal, valid, binding and enforceable
              obligation of the Subscriber; and

          


     

    	(s)  	
            the
              entering into of this Subscription Agreement and the transactions
              contemplated hereby will not result in a violation of any of the terms
              and
              provisions of any law applicable to it, or any of its constating
              documents, or of any agreement to which the Subscriber is a party or
              by
              which it is bound; and

          


     

    	(t)  	
            in
              the case of a subscription by the Subscriber for Units acting as agent
              for
              a disclosed principal (in which case the particulars of such disclosed
              principal have been set forth in a memorandum attached to this
              Subscription Agreement), the Subscriber is duly authorized to execute
              and
              deliver this Subscription Agreement and all other necessary documentation
              in connection with such subscription on behalf of such principal and
              this
              Subscription Agreement has been duly authorized, executed and delivered
              by
              or on behalf of, and constitutes a legal, valid and binding agreement
              of,
              such principal; and

          


     

    	(u)  	
            the
              Subscriber has such knowledge in financial and business affairs as
              to be
              capable of evaluating the merits and risks of the Subscriber's investment
              and the Subscriber, or, where the Subscriber is not purchasing as
              principal, each beneficial purchaser, is able to bear the economic
              risk of
              loss of the Subscriber's entire investment in the Units;
              and

          


     

    	(v)  	
            except
              for the representations and warranties made by the Corporation herein,
              it
              has relied solely upon publicly available information relating to the
              Corporation and not upon any verbal or written representation as to
              fact
              or otherwise made by or on behalf of the Corporation and acknowledges
              that
              the counsel of the Corporation is acting as counsel to the Corporation
              and
              not as counsel to the Subscriber; and

          


     

    	(w)  	
            the
              Subscriber understands that the Units are being offered for sale only
              on a
              "private placement" basis and that the sale and delivery of the Units
              is
              conditional upon such sale being exempt from the requirements as to
              the
              filing of a prospectus, registration statement or delivery of an offering
              memorandum or upon the issuance of such orders, consents or approvals
              as
              may be required to permit such sale without the requirement of filing
              a
              prospectus or delivering an offering memorandum and, as a
              consequence (i) it is restricted from using most of the civil
              remedies available under securities legislation; (ii) it may not
              receive information that would otherwise be required to be provided
              to it
              under securities legislation; and (iii) the Corporation is relieved
              from certain obligations that would otherwise apply under securities
              legislation; and

          


     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    	(x)  	
            if
              required by applicable securities legislation, regulations, rules,
              policies or orders, or by any securities commission, stock exchange
              or
              other regulatory authority, the Subscriber will execute, deliver, file
              and
              otherwise assist the Corporation in filing, such reports, undertakings
              and
              other documents with respect to the issue of the Units;
              and

          


     

    	(y)  	
            the
              Subscriber will not resell the Securities except in accordance with
              the
              provisions of applicable securities legislation and stock exchange
              rules,
              if applicable, in the future and the Subscriber is knowledgeable of,
              or
              has been advised as to, the applicable securities laws in the jurisdiction
              in which it is a resident and that this trade will comply with such
              applicable securities laws; and

          


     

    	(z)  	
            the
              Subscriber deals at arm's length with the Corporation within the meaning
              of the Income
              Tax Act
              (Canada) and will continue to deal at arm's length with the Corporation
              at
              all times which are relevant for this Subscription Agreement;
              and

          


     

    	(aa)  	
            none
              of the funds the Subscriber is using to purchase the Units are, to
              the
              knowledge of the Subscriber, proceeds obtained or derived, directly
              or
              indirectly, as a result of illegal activities;
              and

          


     

    	(bb)  	
            the
              funds representing the total Subscription Price which will be advanced
              by
              the Subscriber to the Corporation hereunder will not represent proceeds
              of
              crime for the purposes of the Proceeds
              of Crime (Money Laundering) and Terrorist Financing Act
              (Canada) (the "PCMLA") and the Subscriber acknowledges that the
              Corporation may in the future be required by law to disclose the
              Subscriber's name and other information relating to this Subscription
              Agreement and the Subscriber's subscription hereunder, on a confidential
              basis, pursuant to the PCMLA; and

          


     

    	(cc)  	
            to
              the best of its knowledge, the subscription funds to be provided by
              the
              Subscriber (i) have not been or will not be derived from or related
              to any activity that is deemed criminal under the law of Canada, the
              United States, or any other jurisdiction, and (ii) are not being
              tendered on behalf of a person or entity who has not been identified
              to
              the Subscriber and the Subscriber shall promptly notify the Corporation
              if
              the Subscriber discovers that any of such representations cease to
              be
              true, and to provide the Corporation with appropriate information in
              connection therewith; and

          


     

    	(dd)  	
            the
              Subscriber acknowledges that it has been encouraged to and should obtain
              independent legal, income tax and investment advice with respect to
              its
              subscription for these Units and accordingly, has been independently
              advised as to the meanings of all terms contained herein relevant to
              the
              Subscriber for purposes of giving representations, warranties and
              covenants under this Subscription
              Agreement.

          


     

    Representations,
      Warranties and Covenants of the Corporation

     

    10.  The
      Corporation hereby represents and warrants to the Subscriber that it has been
      duly incorporated and is a valid and subsisting corporation under the laws
      of
      Alberta, respectively, and has full corporate power and authority to enter
      into
      this Subscription Agreement and to perform its obligations
      hereunder.

     

    11.  The
      Corporation hereby covenants with the Subscriber that it will take all corporate
      action required to issue to the Subscriber the Common Shares and Warrants on
      the
      Closing Date and reserve for issuance the Warrant Shares.

     

    12.  The
      Corporation will use its reasonable commercial efforts to maintain the listing
      of its common shares on the TSX and it will make all requisite filings under
      applicable Canadian securities laws and the Exchange rules, for a period of
      at
      least two (2) years from the Closing Date.

     

    13.  The
      Corporation will use its reasonable commercial efforts to maintain its status
      as
      a "reporting issuer" pursuant to and not in default of the securities laws
      of a
      jurisdiction of Canada for a period of at least two (2) years from the date
      hereof.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Closing

     

    14.  The
      Subscriber agrees to deliver to the Corporation, not later than 4:30 p.m.
      (Edmonton time) on the day that is two business days before the Closing Date:
      (a) this
      duly completed and executed Subscription Agreement; and (b) a
      certified cheque or bank draft payable to the Corporation for the Subscription
      Price of the Units subscribed for under this Subscription Agreement or payment
      of the same amount in such other manner as is acceptable to the
      Corporation.

     

    15.  The
      sale
      of the Units pursuant to this Subscription Agreement will be completed at the
      offices of Parlee McLaws llp,
      the
      Corporation’s counsel, in Edmonton, Alberta at 10:00 a.m. (Edmonton time)
      on the Closing Date or such other time as may be agreed upon by the Corporation.
      On the Closing Date, the Corporation shall acknowledge delivery to of all
      completed subscription agreements, including this Subscription Agreement, and
      the Subscription Price against delivery by the Corporation of the certificates
      representing the Common Shares and Warrants.

     

    16.  The
      Corporation shall be entitled to rely on delivery of a facsimile copy of
      executed subscriptions, and acceptance by the Corporation of such facsimile
      subscriptions shall be legally effective to create a valid and binding agreement
      between the Subscriber and the Corporation in accordance with the terms
      hereof.

     

    General

     

    17.  The
      Subscriber agrees that the representations, warranties and covenants of the
      Subscriber herein will be true and correct both as of the execution of this
      Subscription Agreement and as of the closing of the Offering and will survive
      the completion of the issuance of the Units. The representations, warranties
      and
      covenants of the Subscriber herein are made with the intent that they be relied
      upon by the Corporation in determining the eligibility of a purchaser of Units
      and the Subscriber agrees to indemnify the Corporation, including its respective
      affiliates, shareholders, directors, officers, partners, employees, advisors
      and
      agents, against all losses, claims, costs, expenses and damages or liabilities
      which any of them may suffer or incur which are caused or arise from a breach
      thereof. The Subscriber undertakes to immediately notify the Corporation at
      8223
      Roper Road, Edmonton, Alberta, T6E
      6S4,
Attention:
      Marc Canton (Phone Number: (780) 989-6717, Fax Number: (780) 436-0068), of
      any
      change in any statement or other information relating to the Subscriber set
      forth herein which takes place prior to the Closing Date.

     

    18.  The
      obligations of the parties hereunder are subject to all required regulatory
      approvals.

     

    19.  The
      Subscriber acknowledges and agrees that all costs incurred by the Subscriber
      (including any fees and disbursements of any legal counsel retained by the
      Subscriber) relating to the sale of the Units to the Subscriber shall be borne
      by the Subscriber.

     

    20.  The
      contract arising out of this Subscription Agreement and all documents relating
      thereto shall be governed by and construed in accordance with the laws of the
      Province of Alberta and the federal laws of Canada applicable therein. The
      parties irrevocably attorn to the exclusive jurisdiction of the courts of the
      Province of Alberta.

     

    21.  Time
      shall be of the essence hereof.

     

    22.  This
      Subscription Agreement represents the entire agreement of the parties hereto
      relating to the subject matter hereof and there are no representations,
      covenants or other agreements relating to the subject matter hereof except
      as
      stated or referred to herein.

     

    23.  The
      terms
      and provisions of this Subscription Agreement shall be binding upon and enure
      to
      the benefit of the Subscriber, the Corporation, and their respective heirs,
      executors, administrators, successors and assigns; provided that, except for
      the
      assignment by a Subscriber who is acting as nominee or agent to the beneficial
      owner and as otherwise herein provided, this Subscription Agreement shall not
      be
      assignable by any party without prior written consent of the other
      parties.

     

    24.  The
      Subscriber, on its own behalf and, if applicable, on behalf of others for whom
      it is contracting hereunder, agrees that this subscription is made for valuable
      consideration and may not be withdrawn, cancelled, terminated or revoked by
      the
      Subscriber, on its own behalf and, if applicable, on behalf of others for whom
      it is contracting hereunder.

     

    25.  Neither
      this Subscription Agreement nor any provision hereof shall be modified, changed,
      discharged or terminated except by an instrument in writing signed by the party
      against whom any waiver, change, discharge or termination is
      sought.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    26.  The
      invalidity, illegality or unenforceability of any provision of this Subscription
      Agreement shall not affect the validity, legality or enforceability of any
      other
      provision hereof.

     

    27.  The
      Subscriber acknowledges and agrees that acceptance of this Subscription
      Agreement will be conditional, among other things, upon the sale of Units to
      the
      Subscriber being exempt from any prospectus and offering memorandum requirements
      of all applicable securities laws. The Corporation will be deemed to have
      accepted this Subscription Agreement upon the delivery at closing of the
      certificates representing the Common Shares and Warrants to or upon the
      direction of the Subscriber in accordance with the provisions
      hereof.

     

    28.  The
      headings used in this Subscription Agreement have been inserted for convenience
      of reference only and shall not affect the meaning or interpretation of this
      Subscription Agreement or any provision hereof.

     

    29.  The
      covenants, representations and warranties contained herein shall survive the
      closing of the transactions contemplated hereby.

     

    30.  Each
      party shall from time to time do such further acts and execute and deliver
      such
      further documents as shall be reasonably required in order to fully perform
      and
      carry out the terms of this Subscription Agreement. 

     

    31.  In
      this
      Subscription Agreement, words importing the singular include the plural and
      vice
      versa and words importing persons include firms or corporations.

     

    32.  This
      Subscription Agreement may be executed in any number of counterparts with the
      same effect as if all parties to this Subscription Agreement had signed the
      same
      document and all counterparts will be construed together and constitute one
      and
      the same instrument.

     

    33.  All
      notices hereunder will be in writing and addressed to the party for whom it
      is
      intended at the address indicated herein. Either party may by notice to the
      other party change its address for service. Any notice personally delivered
      will
      be deemed to have been given or made on the date it was actually delivered,
      or
      if sent by electronic facsimile, will be deemed to have been given or made
      on
      the business day next following the date upon which it was
      transmitted.

     

    34.  In
      this
      Subscription Agreement (including attachments), references to "$" or "Cdn.
      $"
      are to Canadian dollars.