Unassociated Document


    SUBSCRIPTION
      FOR UNITS/SHARES

    (for
      foreign non-US purchasers)

    


    (Alberta
      Securities Commission Rule 72-501)

     

    


    TO:                       
      ViRexx
      Medical Corp. (the "Corporation")

    8223
      Roper Road

    Edmonton,
      Alberta T6E 6S4

    


    The
      undersigned subscriber (the “Subscriber”) and the Corporation have entered into
      a Securities Purchase Agreement (the “Agreement”) dated as at September 30, 2006
      pursuant to which the Subscriber has agreed to purchase units (“Units) and
      common shares (“Shares”) as described in the Agreement. The Subscriber has
      agreed to execute a form of this Subscription Agreement with respect to the
      purchase of the Units and Shares as described in sections 2.1 and 2.3 of the
      Agreement. 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/Shares:

            
	 
	 
	
               

              Aggregate
                Subscription Price (No. of Units/Shares X
                _____________):

            
	 
	
               

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

            
	 
	 	
              Register
                the Units/Shares as set forth below:

               

              _______________________________________________

              Name
                to Appear on Certificate

               

              ________________________________________________

              Address

               

               

            


    

    


    ACCEPTANCE:
      The
      Corporation hereby accepts the above subscription as of this _______ day of
      ____________________, 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 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 comprised of 6
      pages.

    



    
      
        
           

        

         

      

      
         

        
          

        

      

      
         

        
           

        

      

    



    SCHEDULE
      “A” -TERMS AND CONDITIONS OF SUBSCRIPTION FOR

     

    UNITS/SHARES
      OF VIREXX MEDICAL CORP.

     

    Definitions

     

    In
      this
      Subscription Agreement:

     

    	(a)  	
            “Agreement”
              means the Securities Purchase Agreement dated as at September
              30,
              2006;

          


     

    	(b)  	
            “Closing”
              or “Closing Date” means the closing of the Offering
              initially expected to occur on or about ___________________________
              or
              such other date or dates as may be determined by the Corporation in
              its
              sole discretion and such other subsequent closings as may be required
              to
              complete the Offering;

          


     

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

          


     

    	(d)  	
            “NI
              45-102” means National Instrument 45-102 - Resale of
              Securities; 

          


     

    	(e)  	
            “NI
              45-106” means National Instrument 45-106 - Prospectus and
              Registration Exemptions; 

          


     

    	(f)  	
            “Offering”
              means the offering of Units/Shares by the Corporation at ___________
              per
              Unit/Share;

          


     

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

          


     

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

          


     

    	(i)  	
            “Subscription
              Agreement” means this agreement as amended or supplemented from
              time to time;

          


     

    	(j)  	
            “Subscription
              Price” means the aggregate subscription price paid by the
              Subscriber, being the number of Units/Shares subscribed for multiplied
              by
              ___________ per Unit/Share;

          


     

    	(k)  	
            “Unit”
              means a unit consisting of one (1) Share and one (1) Share purchase
              warrant of the Corporation;

          


     

    	(l)  	
            “Warrant”
              means a Share purchase warrant of the Corporation forming part of the
              Unit
              in which one (1) warrant entitles the holder to purchase one (1) Share
              of
              the Corporation at a price of $1.25 up until September 30, 2008;
              and

          


     

    	(m)  	
            “Warrant
              Share” means a 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/Shares as provided for on the initial page of this Subscription Agreement
      and shall deliver such funds in payment as have been stipulated in the
      Agreement.

     

    2.  The
      Subscriber understands and acknowledges that: (i) the Corporation has the right
      to instruct the transfer agent for the Units, Shares, Warrants and Warrant
      Shares 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/Shares; and (iv) there is no government or
      other insurance covering the Units/Shares.

     

    3.  THE
      SUBSCRIBER FURTHER ACKNOWLEDGES THAT AN INVESTMENT IN THE UNITS/SHARES MUST
      BE
      CONSIDERED SPECULATIVE AND IS SUBJECT TO A NUMBER OF RISK FACTORS. THE
      SUBSCRIBER COVENANTS AND AGREES TO COMPLY WITH NI 45-106, NI 45-102 AND ANY
      OTHER APPLICABLE SECURITIES LEGISLATION, RULES, REGULATIONS, ORDERS OR POLICIES
      CONCERNING THE PURCHASE, HOLDING OF, AND RESALE OF THE UNITS, SHARES, WARRANTS
      AND WARRANT SHARES. THE CORPORATION WILL NOT BE RESPONSIBLE IN ANY MANNER FOR
      THE SUBSCRIBER COMPLYING WITH SUCH RESALE RESTRICTIONS.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    4.  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, including NI 45-106, to permit the issue and
      sale of the Units/Shares. 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 the regulatory authority
      in connection with the transactions contemplated hereby.

     

    Representations,
      Warranties and Covenants by Subscriber

     

    5.  The
      Subscriber 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/Shares 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/Shares, the risks relating
              to an
              investment therein and of the fact that it may not be able to resell
              the
              Units, Shares, Warrants or Warrant Shares except in accordance with
              limited exemptions under applicable securities legislation and regulatory
              policy, including NI 45-102, until expiry of the applicable restricted
              period and compliance with the other requirements of applicable law
              until
              expiry of the applicable restricted period and compliance with the
              other
              requirements of applicable law; and the Subscriber agrees that any
              certificates representing the Units, the Shares, the Warrants or 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/Shares; 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/Shares; and

          


     

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

          


     

    	(e)  	
            this
              Subscription Agreement 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/Shares 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 the Corporation does not believe, and has no
              reasonable grounds to believe, this to be
              false;

          


     

    	(ii)  	
            it
              acknowledges that:

          


     

    	(A)  	
            no
              securities commission or similar regulatory authority has reviewed
              or
              passed on the merits of the Units, the Shares, the Warrants or the
              Warrant
              Shares;

          


     

    	(B)  	
            there
              is no government or other insurance covering the Units, the Shares,
              the
              Warrants or the Warrant Shares;

          


     

    	(C)  	
            there
              are risks associated with the purchase of the Units, the Shares, the
              Warrants or the Warrant Shares;

          


     

    	(D)  	
            there
              are restrictions on the Subscriber's ability to resell the Units ,
              the
              Shares, the Warrants or the Warrant Shares and it is the responsibility
              of
              the Subscriber to find out what those restrictions are and to comply
              with
              them before selling the Units, the Shares, the Warrants or the Warrant
              Shares, 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/Shares and that all such applicable securities laws have
              been
              complied with;

          


     

    	(h)  	
            the
              Subscriber has knowledge in financial and business affairs, is capable
              of
              evaluating the merits and risks of an investment in the Units/Shares,
              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 Units/Shares 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 Units/Shares; and

          


     

    	(j)  	
            the
              Subscriber is acquiring the Units/Shares as principal for its own account
              and not with a view to any resale, distribution or other disposition
              of
              the Units, Shares, Warrants or the Warrant Shares 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 Units, Shares, Warrants
              or
              Warrant Shares;

          


     

    	(ii)  	
            that
              any person will refund the purchase price of any of the Units, Shares,
              Warrant or Warrant Shares;

          


     

    	(iii)  	
            as
              to the future price or value of any of the Units, Shares, Warrants
              or
              Warrant Shares; or

          


     

    	(iv)  	
            that
              the Units or Warrants will be listed and posted for trading on a stock
              exchange or that application has been made to list and post the Units
              or
              Warrants for trading on a stock exchange;
              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/Shares; and

          


     

    	(m)  	
            the
              Shares may not be sold 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 Units, Shares, Warrants or Warrant Shares
              to be
              sold; 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)  	
            the
              Subscriber is not a “control person” of the Corporation, as that term is
              defined in applicable Canadian securities laws, and will not become
              a
              “control person” of the Corporation by virtue of the purchase of
              Units/Shares under this Subscription Agreement and does not act or
              intend
              to act in concert with any other person to form a control group in
              respect
              of the Corporation; and

          


     

    	(p)  	
            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

          


     

    	(q)  	
            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

          


     

    	(r)  	
            the
              Subscriber acknowledges that the net subscription proceeds (gross proceeds
              less expenses), will be immediately releasable to the Corporation on
              the
              Closing Date or later closing dates, as the case may be;
              and

          


     

    	(s)  	
            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

          


     

    	(t)  	
            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

          


     

    	(u)  	
            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 Corporation's counsel are acting as counsel to the Corporation
              and not
              as counsel to the Subscriber; and

          


     

    	(v)  	
            the
              Subscriber understands that Units/Shares are being offered for sale
              only
              on a "private placement" basis and that the sale and delivery of the
              Units/Shares 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

          


     

    	(w)  	
            if
              required by applicable securities legislation, regulations, rules,
              policies or orders, NI 45-106 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/Shares; and

          


     

    	(x)  	
            the
              Subscriber will not resell the Units, Shares, Warrants or Warrant Shares
              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

          


     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

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

          


     

    	(z)  	
            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

          


     

    	(aa)  	
            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 of America, 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

          


     

    	(bb)  	
            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/Shares 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

     

    6.  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
      the Province of Alberta and has full corporate power and authority to enter
      into
      this Subscription Agreement and to perform its obligations
      hereunder.

     

    7.  The
      Corporation hereby covenants with the Subscriber that it will take all corporate
      action required to issue to the Subscriber the Units, Shares and/or Warrants
      on
      the Closing Date.

     

    Closing

     

    8.  The
      details of Closing are provided for in the Agreement.

     

    General

     

    9.  The
      Subscriber agrees that the representations, warranties and covenants of the
      Subscriber herein and in the Agreement will be true and correct both as of
      the
      execution of this Subscription Agreement and the Agreement and as of the Closing
      Date and will survive the completion of the issuance of the Units/Shares. The
      representations, warranties and covenants of the Subscriber herein are made
      with
      the intent that they be relied upon by the Corporation and it’s counsel in
      determining the eligibility of a purchaser of Units/Shares 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.

     

    10.  The
      obligations of the parties hereunder are subject to acceptance of the terms
      of
      the Offering by the TSX and the American Stock Exchange and all other required
      regulatory approvals.

     

    11.  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 purchase of the Units/Shares by the Subscriber
      shall
      be borne by the Subscriber.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    12.  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.

     

    13.  Time
      shall be of the essence hereof.

     

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

     

    15.  The
      terms
      and provisions of this Subscription Agreement shall be binding upon and enure
      to
      the benefit of the Subscriber and 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 a 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.

     

    16.  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.

     

    17.  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.

     

    18.  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.

     

    19.  The
      Subscriber acknowledges and agrees that acceptance of this Subscription
      Agreement will be conditional, among other things, upon the sale of Units/Shares
      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 on the Closing
      Date of the certificates representing the Units/Shares to or upon the direction
      of the Subscriber in accordance with the provisions hereof.

     

    20.  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.

     

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

     

    22.  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. 

     

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

     

    24.  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.

     

    25.  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.

     

    26.  Unless
      otherwise mentioned in the Agreement to which this Subscription Agreement is
      attached as Exhibit “B”, all references to "$" are to Canadian
      dollars.