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 10,909,090 Units at a price of $1.10 per
      Unit for gross proceeds of up to $12,000,000.
      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 $1.50 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. The Subscriber acknowledges that
      in connection with certain subscriptions to the Offering, finders fees will
      be
      payable by the Corporation to certain persons (the "Finders"), which fees shall
      consist of: (i) a cash payment(s) equal to seven percent (7%) of the aggregate
      gross proceeds raised from subscriptions of persons introduced by the Finders
      to
      the Corporation; and (ii) the issuance of that number of warrants (having the
      same terms as the Warrants under the Offering) equal to ten percent (10%) of
      the
      aggregate number of Units issued to persons introduced by the Finders 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 $1.10 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
        ____________________, 200___ 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:  	/s/ 
	 	
                

              
	 	 


      

    

     

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

    


     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    



    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
                February 8, 2006, or such other date or dates as may be agreed upon
                by the
                Corporation and the Finders;

            


    

     

    
      	(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 $1.10 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 $1.10 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 $1.50 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 10,909,090 Units of the
      Corporation at a subscription price of $1.10 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.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    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

            


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	(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

            


    

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	(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
                finders’ fees and expenses, including 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

            


    

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	(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.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    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
      and the Finders. 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 and the Finders,
      including their 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
      Subscriber acknowledges and agrees that the Finders assume no responsibility
      or
      liability of any nature whatsoever for the accuracy or adequacy of any publicly
      available information concerning the Corporation or as to whether all
      information concerning the Corporation required to be disclosed by the
      Corporation has been generally disclosed. The Subscriber further acknowledges
      and agrees that the Finders have not engaged in or conducted any independent
      investigation with respect to the Corporation or any such
      information.

     

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

     

    20.  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.

     

    21.  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.

     

    22.  Time
      shall be of the essence hereof.

     

    23.  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.

     

    24.  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.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    25.  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.

     

    26.  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.

     

    27.  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.

     

    28.  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.

     

    29.  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.

     

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

     

    31.  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. 

     

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

     

    33.  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.

     

    34.  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.

     

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

     

     

    8