Unassociated Document


    


    MEMORANDUM
      OF AMENDING AGREEMENT made effective as of the 15th
      day of
      December, 2006 (hereinafter “Effective Date”)

    


    BETWEEN:

    


    ViRexx
      Medical Corp.

    a
      body
      corporate duly arranged pursuant to the laws of the Province of Alberta


    (hereinafter
      the “Company")

    


    OF
      THE
      FIRST PART

    


    -
      and
      -

    


    Macaraig
      Canton 

    of
      the
      City of Edmonton, in the Province of Alberta,

    (hereinafter
      the "Employee")

    


    OF
      THE
      SECOND PART

    


    WHEREAS
      the Company and the Employee have entered into an Employment Agreement dated
      February 1, 2005 (the “Employment Agreement”);

    


    WHEREAS,
      the Company, as a publicly held corporation, recognizes that the possibility
      of
      a change in control may exist, and that such change in control may result in
      the
      departure of the Employee; 

    


    NOW
      THEREFORE, in consideration of the premises, and of the mutual terms and
      conditions and covenants to be observed and performed by each of the parties
      hereto, and other good and valuable consideration, the receipt and sufficiency
      of which are hereby acknowledged by each of the parties, the parties hereto
      hereby agree as follows: 

    


    
      	
              1.
                

            	
              DEFINITIONS

            


    

    


    1.1 “Change
      in Control” means
      the
      occurrence of any one or more of the following:

    


    	(a)  	
            a
              change in control of the Company or any material subsidiary of the
              Company; 

          


    


    	(b)  	
            the
              closing of a merger, acquisition,
              sale of securities, amalgamation,
              plan of arrangement, take-over bid, insider bid, issuer bid other than
              a
              normal course issuer bid, reorganization, exchange of assets or
              securities, any one of which results in a change of voting control
              of the
              issued and outstanding securities of the Company and a subsequent election
              of new directors who gain control of the Board of Directors; sale of
              all
              or substantially all of the assets of the business of the Company,
              a proxy
              contest resulting in appointment of new directors who are in control
              of
              the Board of Directors;
              or
              any other change which the Board of Directors declares to be a Change
              in
              Control; but

          


     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    
      	 	
              (c)
                

            	
              excludes
                internal reorganizations, reverse takeovers (where the Company remains
                the
                dominant entity) and transfers among the group of entities controlled
                by a
                substantial shareholder.

            


    

    


    1.2 “Good
      Reason” means
      for the
      reason of a material
      adverse change to the Employee’s terms and conditions of employment following
      a Change in Control including
      but not limited to:

    


    	(a)  	
            failure
              by the Company to maintain the Employee in at least the same or an
              equivalent position which the Employee occupied before the Change in
              Control;

          


    


    	(b)  	
            failure
              by the Company to provide the Employee with compensation benefits the
              Employee was receiving prior to the Change in
              Control;

          


    


    	(c)  	
            relocation
              of Employee’s place of work to a location more than fifty (50) miles from
              it’s location immediately prior to the Change of Control;
              or

          


    


    	(d)  	
            any
              material change in the Employee’s reporting relationships, any material
              reduction in the Employee’s duties, responsibilities or authority or any
              other action that has the effect of a demotion of the Employee: to
              the
              extent the Change of Control results in the Company (or a successor
              to the
              Company by merger, consolidation or the like), continuing in existence
              as
              a direct or indirect subsidiary of an acquirer, the Employee shall
              be
              considered to have been demoted unless given the same or equivalent
              position, duties and authority in the ultimate parent of the acquirer
              are
              maintained.

          


    


    2.
       SEVERANCE
      BENEFITS AND ENTITLEMENT 

    


    2.1 The
      Employee may resign for Good Reason at any time up to twelve (12) months
      following a Change of Control.

    


    2.2 Effective
      immediately following the Employee’s termination as a result of a Change of
      Control or resignation for Good Reason, as applicable, the Employee is entitled
      to:

    


    	(a)  	
            salary
              plus any target bonus for 18 months;

          


    


    	(b)  	
            continuation
              of benefits for 18 months;

          


    


    	(c)  	
            immediate
              vesting of all stock options granted to the Employee;
              and

          


    


    	(d)  	
            an
              extension of the Company’s Stock Option Plan exercise period from three
              (3) months to twelve (12) months. 

          


     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    The
      salary, bonus and benefits referred to in 2(a) and 2(b) above are equal to
      those
      in
      effect
      for the year immediately prior to the resignation, termination or the Change
      of
      Control; or the salary, bonus and benefits in effect at the time of the
      resignation, termination or the Change of Control, whichever is greater, as
      applicable.

    


    3. SUCCESSORS

    


    This
      Amending Agreement will enure to and be binding upon the Company’s successors
      and assigns. The Company will require any successor to all or substantially
      all
      of the business and assets of the Company by sale, merger or consolidation
      (where the Company is not the surviving corporation), lease or otherwise and
      any
      assignee thereof, by agreement, in form and substance satisfactory to the
      Employee, to expressly assume this Amending Agreement. This Amending Agreement
      is not otherwise assignable by the Company or by the Employee. 

    


    4.
       SUBSIDIARIES

    


    For
      purposes of this Amending Agreement, employment by a corporation or other entity
      that is controlled directly or indirectly by the Company will be deemed to
      be
      employment by the Company. Thus, references in this Amending Agreement to
“Company” include such corporations, subsidiaries, affiliates or other entities
      where appropriate in the context. 

    


    5. EMPLOYMENT
      AGREEMENT

    


    The
      Employment Agreement of the Employee shall remain in full force and effect
      except to the extent it is amended or added to by this Amending
      Agreement.

    


    6. JURISDICTION

    


    This
      Amending Agreement shall be governed by and interpreted in accordance with
      the
      laws of the Province of Alberta.

    


    IN
      WITNESS WHEREOF the Company and the Employee have duly executed this
      Agreement.

     

    
      	 	 	 
	 	
              VIREXX
                MEDICAL CORP. 

            
	 
 	 
 	 
 
	 	 Per: 	/s/ 
	 	
              

            
	 	Title 


    

     

     

     

    
      
        	SIGNED, SEALED AND DELIVERED 	)	 
	in the presence of:	)	 
	 	)	 
	 	)	 
	 	)	 
	Witness	)	MACARAIG CANTON
	 	 	 


      

    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
       

      
        
          	C
                  A
                  N A D A	)	I,
                  _____________________________,
	
                	)	 
	PROVINCE OF ALBERTA 	)	of the City of Edmonton,
	TO
                  WIT:	)	in
                  the Province of Alberta,
	 	 	MAKE OATH AND
                  SAY:


        

      

      
 

    

    


    1.  THAT
      I
      was personally present and did see Macaraig Canton named in the annexed
      instrument, who is personally known to me to be the person named therein, duly
      sign and execute the same for the purpose named therein.

    


    


    2.  THAT
      the
      same was executed at the City of Edmonton, in the Province of Alberta, and
      that
      I am the subscribing witness thereto.

    


    


    3.  THAT
      I
      know the said Macaraig Canton and
      he is
      in my belief of the full age of eighteen years.

    


    
       

      
        
          	SWORN BEFORE ME at the City 	)	 
	of Edmonton, in the Province 	)	 
	 of Alberta, this _______ day
                  of	)	 
	January, 2007. 	)	 
	 	)	 
	 	)	 
	A
                  COMMISSIONER OF OATHS IN AND
                  FOR
                    THE PROVINCE OF ALBERTA