Common use of PROCEDURE FOR APPROVAL OF SETTLEMENT Clause in Contracts

PROCEDURE FOR APPROVAL OF SETTLEMENT. 19. Approval of this Settlement Agreement shall be sought at the public hearing of the Commission scheduled for Friday, November 18, 2005, or such other date as may be agreed to by Staff and the Respondents in accordance with the procedures described in this Settlement Agreement. 20. Staff and the Respondents agree that if this Settlement Agreement is approved by the Commission, it will constitute the entirety of the evidence to be submitted respecting the respondents in this matter, and the Respondents agree to waive their rights to a full hearing, judicial review or appeal of the matter under the Act. 21. Staff and the Respondents agree that if this Settlement Agreement is approved by the Commission, neither Staff nor the Respondents will make any public statement inconsistent with this Settlement Agreement. 22. If a Respondent fails to honour the agreement contained in paragraph 21 of this Settlement Agreement, Staff reserve the right to bring proceedings under Ontario securities law against that Respondent based on the facts set out in Part III of this Settlement Agreement or based on the breach of this Settlement Agreement. 23. If, for any reason whatsoever, this Settlement Agreement is not approved by the Commission or an order in the form attached as Schedule “1” is not made by the Commission, each of Staff and the Respondents will be entitled to all available proceedings, remedies and challenges, including proceeding to a hearing of the allegations in the Notice of Hearing and Statement of Allegations, unaffected by this Settlement Agreement or the settlement negotiations. 24. Whether or not this Settlement Agreement is approved by the Commission, the Respondents agree that they will not, in any proceeding, refer to or rely upon this Settlement Agreement or the negotiation or process of approval of this Settlement Agreement as the basis for any attack on the Commission's jurisdiction, alleged bias, appearance of bias, alleged unfairness or any other remedies or challenges that may otherwise be available.

PROCEDURE FOR APPROVAL OF SETTLEMENT. 1918. Approval The approval of this the settlement as set out in the Settlement Agreement shall be sought at the a public hearing of before the Commission scheduled for Friday, November 18, 2005, or such other date as may be is agreed to by Staff and the Respondents ▇▇▇▇▇▇▇ and Clansman in accordance with the procedures described in this Settlement Agreementherein and such further procedures as may be agreed upon between Staff and ▇▇▇▇▇▇▇ and Clansman. 2019. Staff and the Respondents agree that if If this Settlement Agreement is approved by the Commission, it will constitute the entirety of the evidence to be submitted respecting the respondents ▇▇▇▇▇▇▇ and Clansman in this matter, matter and the Respondents ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ agree to waive their rights any right to a full hearing, judicial review or hearing and appeal of the this matter under the Act. 2120. Staff and the Respondents agree that if If this Settlement Agreement is approved by the Commission, neither Staff nor the Respondents parties to this Settlement Agreement will not make any public statement that is inconsistent with this Settlement Agreement. 22. If a Respondent fails to honour the agreement contained in paragraph 21 of this Settlement Agreement, Staff reserve the right to bring proceedings under Ontario securities law against that Respondent based on the facts set out in Part III of this Settlement Agreement or based on the breach of this Settlement Agreement. 2321. If, for any reason whatsoever, this Settlement Agreement settlement is not approved by the Commission Commission, or an order the Order set forth in the form attached as Schedule “1” "A" is not made by the Commission, : (a) each of Staff and the Respondents ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ will be entitled to all available proceedings, remedies and challenges, including proceeding proceed to a hearing of the allegations in the Notice of Hearing and related Statement of Allegations, Allegations unaffected by this the Settlement Agreement or the settlement negotiations.settlement; 24. Whether or not this (b) the terms of the Settlement Agreement is approved will not be raised in any other proceeding or disclosed to any person except with the written consent of Staff and ▇▇▇▇▇▇▇ and Clansman or as may be otherwise required by the Commission, the Respondents law; and (c) ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ further agree that they will not, not raise in any proceeding, refer to or rely upon this proceeding the Settlement Agreement or the negotiation or process of approval of this Settlement Agreement thereof as the a basis for any attack on the Commission's jurisdiction, alleged bias, appearance of bias, alleged unfairness or any other remedies or challenges challenge that may otherwise be available. 22. If, prior to the approval of this Settlement Agreement by the Commission, there are new facts or issues of substantial concern, in the view of Staff, regarding the facts set out in Part III of this Settlement Agreement, Staff will be at liberty to withdraw from this Settlement Agreement. Notice of such intention will be provided to ▇▇▇▇▇▇▇ and/or Clansman in writing. In the event of such notice being given, the provisions of paragraph 21 in this part will apply as if this Settlement Agreement had not been approved.

PROCEDURE FOR APPROVAL OF SETTLEMENT. 1954. Approval Acceptance of this Settlement Agreement shall be sought at the public a hearing of the Commission scheduled for Friday, November 18, 2005, or such other Prairie Regional Council of the MFDA on a date as may be agreed to by counsel for Staff and the Respondents in accordance with the procedures described in this Settlement AgreementRespondent. 2055. Staff and the Respondents Respondent may refer to any part, or all, of the Settlement Agreement at the settlement hearing. Staff and the Respondent also agree that that, subject to the consent of the parties or any direction of the Hearing Panel, if this Settlement Agreement is approved accepted by the CommissionHearing Panel, it will constitute the entirety of the evidence to be submitted respecting the respondents Respondent in this matter, matter and the Respondents agree Respondent agrees to waive their its rights to a full hearinghearing before the Board of Directors of the MFDA or any securities commission with jurisdiction in the matter under its enabling legislation, or a judicial review or appeal of the matter under the Actbefore any court of competent jurisdiction. 2156. Staff and the Respondents Respondent agree that if this Settlement Agreement is approved accepted by the CommissionHearing Panel, then the Respondent shall be deemed to have been penalized by the Regional Council pursuant to s. 24.1.2 of By-law No. 1 for the purpose of giving notice to the public thereof in accordance with s. 24.5 of By-law No. 1. 57. Staff and the Respondent agree that if this Settlement Agreement is accepted by the Hearing Panel, neither Staff nor the Respondents Respondent will make any public statement inconsistent with this Settlement Agreement. Nothing in this section is intended to restrict the Respondent from making full answer and defence to any civil or other proceedings against it. 2258. If a this Settlement Agreement is accepted by the Hearing Panel and, at any subsequent time, the Respondent fails to honour any of the agreement contained in paragraph 21 terms of this Settlement Agreementsettlement set out herein, Staff reserve reserves the right to bring proceedings under Ontario securities law the By-laws of the MFDA against that the Respondent based on on, but not limited to, the facts set out in Part III IV of this the Settlement Agreement or based on Agreement, as well as the breach of this the Settlement Agreement. 2359. If, for any reason whatsoeverreason, this Settlement Agreement is not approved accepted by the Commission Hearing Panel or an order Order in the form attached as Schedule “1A” is not made by the CommissionHearing Panel, each of Staff and the Respondents Respondent will be entitled to all any available proceedings, remedies and challenges, including proceeding to a disciplinary hearing pursuant to sections 20 and 24 of the allegations in the Notice of Hearing and Statement of AllegationsBy-law No. 1, unaffected by this Settlement Agreement or the settlement negotiations. 2460. Whether or not this Settlement Agreement is approved accepted by the CommissionHearing Panel, the Respondents agree Respondent agrees that they it will not, in any proceeding, refer to or rely upon this Settlement Agreement or the negotiation or process of approval of this Settlement Agreement as the basis for any attack on allegation against the Commission's MFDA of lack of jurisdiction, alleged bias, appearance of bias, alleged unfairness unfairness, or any other remedies remedy or challenges challenge that may otherwise be available.

PROCEDURE FOR APPROVAL OF SETTLEMENT. 1923. Approval Acceptance of this Settlement Agreement shall be sought at the public a hearing of the Commission scheduled for Friday, November 18, 2005, or such other Atlantic Regional Council of the MFDA on a date as may be agreed to by counsel for Staff and the Respondents in accordance with the procedures described in this Settlement AgreementRespondent. 2024. Staff and the Respondents Respondent may refer to any part, or all, of the Settlement Agreement at the settlement hearing. Staff and the Respondent also agree that if this Settlement Agreement is approved accepted by the CommissionHearing Panel, it will constitute the entirety of the evidence to be submitted respecting the respondents Respondent in this matter, and the Respondents agree Respondent agrees to waive their its his rights to a full hearing, a review hearing before the Board of Directors of the MFDA or any securities commission with jurisdiction in the matter under its enabling legislation, or a judicial review or appeal of the matter under the Actbefore any court of competent jurisdiction. 2125. Staff and the Respondents Respondent agree that if this Settlement Agreement is approved accepted by the CommissionHearing Panel, then the Respondent shall be deemed to have been penalized by the Hearing Panel pursuant to s. 24.1.2 of By-law No. 1 for the purpose of giving notice to the public thereof in accordance with s. 24.5 of By-law No. 1. 26. Staff and the Respondent agree that if this Settlement Agreement is accepted by the Hearing Panel, neither Staff nor the Respondents Respondent will make any public statement inconsistent with this Settlement Agreement. Nothing in this section is intended to restrict the Respondent from making full answer and defence to any civil or other proceedings against it him. 2227. If a this Settlement Agreement is accepted by the Hearing Panel and, at any subsequent time, the Respondent fails to honour any of the agreement contained in paragraph 21 Terms of this Settlement Agreementset out herein, Staff reserve reserves the right to bring proceedings under Ontario securities law the By-laws of the MFDA against that the Respondent based on on, but not limited to, the facts set out in Part III IV of this the Settlement Agreement or based on Agreement, as well as the breach of this the Settlement Agreement. 2328. If, for any reason whatsoever, this Settlement Agreement is not approved accepted by the Commission Hearing Panel or an order Order in the form attached as Schedule “1A” is not made by the CommissionHearing Panel, each of Staff and the Respondents Respondent will be entitled to all any available proceedings, remedies and challenges, including proceeding to a disciplinary hearing pursuant to sections 20 and 24 of the allegations in the Notice of Hearing and Statement of AllegationsBy-law No. 1, unaffected by this Settlement Agreement or the settlement negotiations. 2429. Whether or not this Settlement Agreement is approved accepted by the CommissionHearing Panel, the Respondents agree Respondent agrees that they it he will not, in any proceeding, refer to or rely upon this Settlement Agreement or the negotiation or process of approval of this Settlement Agreement as the basis for any attack on allegation against the Commission's MFDA of lack of jurisdiction, alleged bias, appearance of bias, alleged unfairness unfairness, or any other remedies remedy or challenges challenge that may otherwise be available.

PROCEDURE FOR APPROVAL OF SETTLEMENT. 1929. Approval Acceptance of this Settlement Agreement shall be sought at the public a hearing of the Commission scheduled for Friday, November 18, 2005, or such other Ontario Regional Council of the MFDA (the “MFDA Hearing Panel”) on a date as may be agreed to by counsel for Staff and the Respondents in accordance with the procedures described in this Settlement AgreementRespondent. 2030. Staff and the Respondents Respondent may refer to any part, or all, of the Settlement Agreement at the settlement hearing. Staff and the Respondent also agree that if this Settlement Agreement is approved accepted by the CommissionMFDA Hearing Panel, the Settlement Agreement and a joint brief of documents filed with it will constitute the entirety of the evidence to be submitted respecting the respondents Respondent in this matter, and the Respondents agree Respondent agrees to waive their its rights to a full hearing, a review hearing before the Board of Directors of the MFDA or any securities commission with jurisdiction in the matter under its enabling legislation, a judicial review hearing or any appeal of the matter under the Actbefore any court of competent jurisdiction. 2131. Staff and the Respondents Respondent agree that if this Settlement Agreement is approved accepted by the CommissionMFDA Hearing Panel, then the Respondent shall be deemed to have been penalized by the Regional Council pursuant to s. 24.1.2 of the By-law for the purpose of giving notice to the public thereof in accordance with s. 24.5 of the By-law. 32. Staff and the Respondent agree that if this Settlement Agreement is accepted by the MFDA Hearing Panel, neither Staff nor the Respondents Respondent will make any public statement inconsistent with this Settlement Agreement. Nothing in this section is intended to restrict the Respondent from making full answer and defence to any civil or other proceedings against it. 2233. If a this Settlement Agreement is accepted by the MFDA Hearing Panel and, at any subsequent time, the Respondent fails to honour any of the agreement contained in paragraph 21 Terms of this Settlement Agreementset out herein, Staff reserve reserves the right to bring proceedings under Ontario securities law the By-laws of the MFDA against that the Respondent or any of its officers or directors based on on, but not limited to, the facts set out in Part III IV of this the Settlement Agreement or based on Agreement, as well as the breach of this the Settlement AgreementAgreement which does constitute an agreement with the Corporation within the meaning of s. 24.1.2(i) of the By-Law. 2334. If, for any reason whatsoever, this Settlement Agreement is not approved accepted by the Commission MFDA Hearing Panel or an order Order in the form attached as Schedule “1A” is not made by the CommissionMFDA Hearing Panel, each of Staff and the Respondents Respondent will be entitled to all any available proceedings, remedies and challenges, including proceeding to a disciplinary hearing pursuant to sections 20 and 24 of the allegations in the Notice of Hearing and Statement of AllegationsBy-law, unaffected by this Settlement Agreement or the settlement negotiations. 2435. Whether or not this Settlement Agreement is approved accepted by the CommissionMFDA Hearing Panel, the Respondents agree Respondent agrees that they it will not, in any proceeding, refer to or rely upon this Settlement Agreement or the negotiation or process of approval of this Settlement Agreement as the basis for any attack on allegation against the Commission's MFDA of lack of jurisdiction, alleged bias, appearance of bias, alleged unfairness unfairness, or any other remedies remedy or challenges challenge that may otherwise be available.

PROCEDURE FOR APPROVAL OF SETTLEMENT. 1923. Approval Acceptance of this Settlement Agreement shall be sought at the public a settlement hearing before a hearing panel of the Commission scheduled for Friday, November 18, 2005, or such other Regional Council of the Prairie Region of the MFDA on a date as may be agreed to by counsel for Staff and the Respondents in accordance with the procedures described in this Settlement AgreementRespondent. 2024. Staff and the Respondents Respondent may refer to any part, or all, of the Settlement Agreement at the settlement hearing. Staff and the Respondent also agree that if this Settlement Agreement is approved accepted by the CommissionMFDA, it will constitute the entirety of the evidence to be submitted respecting the respondents Respondent in this matter, and the Respondents agree Respondent agrees to waive their his rights to a full hearing, a review hearing before the Board of Directors of the MFDA or any securities commission with jurisdiction in the matter under its enabling legislation, or a judicial review or appeal of the matter under the Actbefore any court of competent jurisdiction. 2125. Staff and the Respondents Respondent agree that if this Settlement Agreement is approved accepted by the CommissionMFDA, then the Respondent shall be deemed to have been penalized by the Regional Council pursuant to s. 24.1.1 of By-law No. 1 for the purpose of giving notice to the public thereof in accordance with s. 24.5 of By-law No. 1. 26. Staff and the Respondent agree that if this Settlement Agreement is accepted by the MFDA, neither Staff nor the Respondents Respondent will make any public statement inconsistent with this Settlement Agreement. Nothing in this section is intended to restrict the Respondent from making full answer and defence to any civil or other proceedings. 2227. If a this Settlement Agreement is accepted by the MFDA and, at any subsequent time, the Respondent fails to honour comply with any of the agreement contained in paragraph 21 Terms of this Settlement Agreementset out herein, Staff reserve reserves the right to bring proceedings under Ontario securities law the By-laws of the MFDA against that the Respondent based on on, but not limited to, the facts set out in Part III IV of this the Settlement Agreement or based on Agreement, as well as the breach of this the Settlement Agreement. 2328. If, for any reason whatsoever, this Settlement Agreement is not approved accepted by the Commission MFDA or an order Order in the form attached as Schedule “1A” is not made by the CommissionMFDA, each of Staff and the Respondents Respondent will be entitled to all any available proceedings, remedies and challenges, including proceeding to a disciplinary hearing pursuant to sections 20 and 24 of the allegations in the Notice of Hearing and Statement of AllegationsBy-law No. 1, unaffected by this Settlement Agreement or the settlement negotiations. 2429. Whether or not this Settlement Agreement is approved accepted by the CommissionMFDA, the Respondents agree Respondent agrees that they he will not, in any proceeding, refer to or rely upon this Settlement Agreement or the negotiation or process of approval of this Settlement Agreement as the basis for any attack on allegation against the Commission's MFDA of lack of jurisdiction, alleged bias, appearance of bias, alleged unfairness unfairness, or any other remedies remedy or challenges challenge that may otherwise be available.

PROCEDURE FOR APPROVAL OF SETTLEMENT. 1916. Approval Acceptance of this Settlement Agreement shall be sought at the public a hearing of the Commission scheduled for FridayAtlantic Regional Council of the MFDA on April 15, November 18, 2005, or such other date as may be agreed to by Staff and the Respondents in accordance with the procedures described in this Settlement Agreement2009. 2017. Staff and the Respondents Respondent may refer to any part, or all, of the Settlement Agreement at the settlement hearing. Staff and the Respondent also agree that if this Settlement Agreement is approved accepted by the CommissionHearing Panel, it will constitute the entirety of the evidence to be submitted respecting the respondents Respondent in this matter, and the Respondents agree Respondent agrees to waive their his rights to a full hearing, a review hearing before the Board of Directors of the MFDA or any securities commission with jurisdiction in the matter under its enabling legislation, or a judicial review or appeal of the matter under the Actbefore any court of competent jurisdiction. 2118. Staff and the Respondents Respondent agree that if this Settlement Agreement is approved accepted by the CommissionHearing Panel, then the Respondent shall be deemed to have been penalized by the Hearing Panel pursuant to s. 24.1.2 of By-law No. 1 for the purpose of giving notice to the public thereof in accordance with s. 24.5 of By-law No. 1. 19. Staff and the Respondent agree that if this Settlement Agreement is accepted by the Hearing Panel neither Staff nor the Respondents Respondent will make any public statement inconsistent with this Settlement Agreement. Nothing in this section is intended to restrict the Respondent from making full answer and defence to any civil or other proceedings against him. 2220. If a this Settlement Agreement is accepted by the Hearing Panel and, at any subsequent time, the Respondent fails to honour any of the agreement contained in paragraph 21 Terms of this Settlement Agreementset out herein, Staff reserve reserves the right to bring proceedings under Ontario securities law the By-laws of the MFDA against that the Respondent based on on, but not limited to, the facts set out in Part III IV of this the Settlement Agreement or based on Agreement, as well as the breach of this the Settlement Agreement. 2321. If, for any reason whatsoever, this Settlement Agreement is not approved accepted by the Commission Hearing Panel or an order Order in the form attached as Schedule “1A” is not made by the CommissionHearing Panel, each of Staff and the Respondents Respondent will be entitled to all any available proceedings, remedies and challenges, including proceeding to a disciplinary hearing pursuant to sections 20 and 24 of the allegations in the Notice of Hearing and Statement of AllegationsBy-law No. 1, unaffected by this Settlement Agreement or the settlement negotiations. 2422. Whether or not this Settlement Agreement is approved accepted by the CommissionHearing Panel, the Respondents agree Respondent agrees that they he will not, in any proceeding, refer to or rely upon this Settlement Agreement or the negotiation or process of approval of this Settlement Agreement as the basis for any attack on allegation against the Commission's MFDA of lack of jurisdiction, alleged bias, appearance of bias, alleged unfairness unfairness, or any other remedies remedy or challenges challenge that may otherwise be available.

PROCEDURE FOR APPROVAL OF SETTLEMENT. 1930. Approval of the settlement set out in this Settlement Agreement shall be sought at the a public hearing of the Commission scheduled for Friday, November 18, 2005, or such other date as may be is agreed to by Staff and the Respondents in accordance with the procedures described in ▇▇▇▇▇▇▇. 31. Counsel for Staff or for ▇▇▇▇▇▇▇ may refer to any part, or all, of this Settlement Agreement. 20Agreement at the Settlement Hearing. Staff and the Respondents ▇▇▇▇▇▇▇ agree that if this Settlement Agreement is approved by the Commission, it will constitute the entirety of the evidence to be submitted respecting at the respondents in Settlement Hearing, 32. If this mattersettlement is approved by the Commission, and the Respondents agree ▇▇▇▇▇▇▇ agrees to waive their its rights to a full hearing, judicial review or appeal of the matter under the Act. 2133. Staff and the Respondents ▇▇▇▇▇▇▇ agree that if this Settlement Agreement settlement is approved by the Commission, neither Staff nor the Respondents they will not make any public statement inconsistent with this Settlement Agreement. 2234. If a Respondent fails Whether or not the settlement is approved by the Commission, ▇▇▇▇▇▇▇ agrees that it will not, in any proceeding, refer to honour the agreement contained in paragraph 21 of or rely upon this Settlement Agreement, Staff reserve the right to bring proceedings under Ontario securities law against that Respondent based on settlement discussions/negotiations or the facts set out in Part III process of approval of this Settlement Agreement or based as the basis of any attack on the breach Commission’s jurisdiction, alleged bias or appearance of this Settlement Agreementbias, alleged unfairness or any other remedies or challenges that may otherwise be available. 2335. If, for any reason whatsoever, this Settlement Agreement settlement is not approved by the Commission Commission, or an order in the form attached as Schedule “1A” is not made by the Commission, each of ; (a) this Settlement Agreement and its terms including all discussions and negotiations between Staff and ▇▇▇▇▇▇▇ leading up to its presentation at the Respondents will Settlement Hearing, shall be without prejudice to Staff and ▇▇▇▇▇▇▇; (b) Except as set out in paragraph 34 above, Staff and ▇▇▇▇▇▇▇ shall be entitled to all available proceedings, remedies and challenges, including proceeding to a hearing of the allegations in the Notice of Hearing and Statement of AllegationsAllegations of Staff, unaffected by this Settlement Agreement or the settlement discussions/negotiations.; and, 24. Whether or not this Settlement Agreement is approved by (c) the Commission, the Respondents agree that they will not, in any proceeding, refer to or rely upon this Settlement Agreement or the negotiation or process of approval terms of this Settlement Agreement will not be referred to in any subsequent proceeding, or disclosed to any person except with the written consent of Staff and ▇▇▇▇▇▇▇, or as the basis for any attack on the Commission's jurisdiction, alleged bias, appearance of bias, alleged unfairness or any other remedies or challenges that may otherwise be availablerequired by law.

PROCEDURE FOR APPROVAL OF SETTLEMENT. 1934. Approval Acceptance of this Settlement Agreement shall be sought at the public a hearing of the Commission scheduled for Friday, November 18, 2005, or such other Prairie Regional Council of the MFDA on a date as may be agreed to by counsel for Staff and the Respondents Respondent. MFDA Settlement Hearings are typically held in accordance with the procedures described in this absence of the public pursuant to section 20.5 of MFDA By-law No. 1 and Rule 15.2(2) of the MFDA Rules of Procedure. If the Hearing Panel accepts the Settlement Agreement, then the proceeding will become open to the public and a copy of the decision of the Hearing Panel and the Settlement Agreement will be made available at ▇▇▇.▇▇▇▇.▇▇. 2035. Staff and the Respondents Respondent may refer to any part, or all, of the Settlement Agreement at the Settlement Hearing. Staff and the Respondent also agree that if this Settlement Agreement is approved accepted by the CommissionHearing Panel, it will constitute the entirety of the evidence to be submitted respecting the respondents Respondent in this matter, and the Respondents agree Respondent agrees to waive their his rights to a full hearing, a review hearing before the Board of Directors of the MFDA or any securities commission with jurisdiction in the matter under its enabling legislation, or a judicial review or appeal of the matter under the Actbefore any court of competent jurisdiction. 2136. Staff and the Respondents Respondent agree that if this Settlement Agreement is approved accepted by the CommissionHearing Panel, then the Respondent shall be deemed to have been penalized by the Hearing Panel pursuant to s. 24.1.1 of MFDA By-law No. 1 for the purpose of giving notice to the public thereof in accordance with s. 24.5 of MFDA By-law No. 1. 37. Staff and the Respondent agree that if this Settlement Agreement is accepted by the Hearing Panel, neither Staff nor the Respondents Respondent will make any public statement inconsistent with this Settlement Agreement. Nothing in this section is intended to restrict the Respondent from making full answer and defence to any civil or other proceedings against him. 22. If a Respondent fails to honour the agreement contained in paragraph 21 of this Settlement Agreement, Staff reserve the right to bring proceedings under Ontario securities law against that Respondent based on the facts set out in Part III of this Settlement Agreement or based on the breach of this Settlement Agreement. 23. If, for any reason whatsoever, this Settlement Agreement is not approved by the Commission or an order in the form attached as Schedule “1” is not made by the Commission, each of Staff and the Respondents will be entitled to all available proceedings, remedies and challenges, including proceeding to a hearing of the allegations in the Notice of Hearing and Statement of Allegations, unaffected by this Settlement Agreement or the settlement negotiations. 24. Whether or not this Settlement Agreement is approved by the Commission, the Respondents agree that they will not, in any proceeding, refer to or rely upon this Settlement Agreement or the negotiation or process of approval of this Settlement Agreement as the basis for any attack on the Commission's jurisdiction, alleged bias, appearance of bias, alleged unfairness or any other remedies or challenges that may otherwise be available.

PROCEDURE FOR APPROVAL OF SETTLEMENT. 1953. Approval Acceptance of this Settlement Agreement shall be sought at the public a hearing of the Commission scheduled for Friday, November 18, 2005, or such other Central Regional Council of the MFDA on a date as may be agreed to by counsel for Staff and the Respondents Respondent. MFDA Settlement Hearings are typically held in accordance with the procedures described in this absence of the public pursuant to section 20.5 of MFDA By-law No. 1 and Rule 15.2(2) of the MFDA Rules of Procedure. If the Hearing Panel accepts the Settlement Agreement, then the proceeding will become open to the public and a copy of the decision of the Hearing Panel and the Settlement Agreement will be made available at ▇▇▇.▇▇▇▇.▇▇. 2054. Staff and the Respondents Respondent may refer to any part, or all, of the Settlement Agreement at the Settlement Hearing. Staff and the Respondent also agree that if this Settlement Agreement is approved accepted by the CommissionHearing Panel, it will constitute the entirety of the evidence to be submitted respecting the respondents Respondent in this matter, and the Respondents agree Respondent agrees to waive their his rights to a full hearing, a review hearing before the Board of Directors of the MFDA or any securities commission with jurisdiction in the matter under its enabling legislation, or a judicial review or appeal of the matter under the Actbefore any court of competent jurisdiction. 2155. Staff and the Respondents Respondent agree that if this Settlement Agreement is approved accepted by the CommissionHearing Panel, then the Respondent shall be deemed to have been penalized by the Hearing Panel pursuant to s. 24.1.1 of By-law No. 1 for the purpose of giving notice to the public thereof in accordance with s. 24.5 of By-law No. 1. 56. Staff and the Respondent agree that if this Settlement Agreement is accepted by the Hearing Panel, neither Staff nor the Respondents Respondent will make any public statement inconsistent with this Settlement Agreement. Nothing in this section is intended to restrict the Respondent from making full answer and defence to any civil or other proceedings against him. 2257. If a this Settlement Agreement is accepted by the Hearing Panel and, at any subsequent time, the Respondent fails to honour any of the agreement contained in paragraph 21 Terms of this Settlement Agreementset out herein, Staff reserve reserves the right to bring proceedings under Ontario securities law section 24.3 of the By-laws of the MFDA against that the Respondent based on on, but not limited to, the facts set out in Part III IV of this the Settlement Agreement or based on Agreement, as well as the breach of this the Settlement Agreement. 23. IfIf such additional enforcement action is taken, for any reason whatsoever, this Settlement Agreement is not approved the Respondent agrees that the proceeding(s) may be heard and determined by the Commission or an order in the form attached as Schedule “1” is not made by the Commission, each of Staff and the Respondents will be entitled to all available proceedings, remedies and challenges, including proceeding to a hearing panel comprised of all or some of the allegations in same members of the Notice of Hearing and Statement of Allegationshearing panel that accepted the Settlement Agreement, unaffected by this Settlement Agreement or the settlement negotiations. 24. Whether or not this Settlement Agreement is approved by the Commission, the Respondents agree that they will not, in any proceeding, refer to or rely upon this Settlement Agreement or the negotiation or process of approval of this Settlement Agreement as the basis for any attack on the Commission's jurisdiction, alleged bias, appearance of bias, alleged unfairness or any other remedies or challenges that may otherwise be if available.

PROCEDURE FOR APPROVAL OF SETTLEMENT. 1978. Approval of this Settlement Agreement shall settlement agreement will be sought at the a public hearing of the Commission scheduled for Fridaya date to be determined by Staff, November 18, 2005, or such other date as may be agreed to by Staff ▇▇▇▇▇▇ and the Respondents Secretary to the Commission (the “Settlement Hearing”). ▇▇▇▇▇▇ will attend the Settlement Hearing in accordance person. ▇▇▇▇▇▇ will request that the portion of the Settlement Hearing dealing with the procedures described review of this settlement agreement be held in camera, and Staff will not oppose this Settlement Agreementrequest. 2079. Staff and ▇▇▇▇▇▇ may refer to any part, or all, of this settlement agreement at the Respondents Settlement Hearing. Staff and ▇▇▇▇▇▇ agree that if this Settlement Agreement is approved by the Commission, it settlement agreement will constitute the entirety of the evidence to be submitted respecting at the respondents in Settlement Hearing, unless the parties later agree that further evidence should be submitted at the Settlement Hearing. 80. If this mattersettlement agreement is approved by the Commission, Staff and ▇▇▇▇▇▇ undertake that they will not make any statement inconsistent with this settlement agreement. 81. If this settlement agreement is approved by the Respondents agree Commission, ▇▇▇▇▇▇ agrees to waive their rights his right to a full hearing, judicial review or appeal of the matter under the Actthis matter. 2182. Staff and the Respondents agree that if Whether or not this Settlement Agreement settlement agreement is approved by the Commission, neither Staff nor ▇▇▇▇▇▇ undertakes that he will not, in any proceeding, refer to or rely upon this settlement agreement or the Respondents will make settlement negotiations as the basis of any public statement inconsistent with this Settlement Agreement. 22. If a Respondent fails to honour the agreement contained in paragraph 21 of this Settlement Agreement, Staff reserve the right to bring proceedings under Ontario securities law against that Respondent based attack on the facts Commission's jurisdiction, alleged bias or appearance of bias, alleged unfairness or any other remedies or challenges that may otherwise be available. He may, however, rely upon this settlement agreement in any proceeding relating to Staff’s commitment set out in Part III of this Settlement Agreement or based on the breach of this Settlement Agreementparagraph 76 above. 2383. If, for any reason whatsoever, this Settlement Agreement settlement agreement is not approved by the Commission Commission, or an order in the form attached as Schedule “1” "A" is not made by the Commission, each of Staff and the Respondents ▇▇▇▇▇▇ will be entitled to all available proceedings, remedies and challenges, including proceeding to a hearing on the merits of the allegations in the Notice of Hearing and Statement of Allegations, unaffected by this Settlement Agreement settlement agreement or the settlement negotiations. 24. Whether or not this Settlement Agreement is approved by the Commission, the Respondents agree that they will not, in any proceeding, refer to or rely upon this Settlement Agreement or the negotiation or process of approval of this Settlement Agreement as the basis for any attack on the Commission's jurisdiction, alleged bias, appearance of bias, alleged unfairness or any other remedies or challenges that may otherwise be available.

PROCEDURE FOR APPROVAL OF SETTLEMENT. 1922. Approval Acceptance of this Settlement Agreement shall be sought at the public a hearing of the Commission scheduled for Friday, November 18, 2005, or such other Central Regional Council of the MFDA on a date as may be agreed to by counsel for Staff and the Respondents Respondent. MFDA Settlement Hearings are typically held in accordance with the procedures described in this absence of the public pursuant to section 20.5 of MFDA By-law No. 1 and Rule 15.2(2) of the MFDA Rules of Procedure. If the Hearing Panel accepts the Settlement Agreement, then the proceeding will become open to the public and a copy of the decision of the Hearing Panel and the Settlement Agreement will be made available at ▇▇▇.▇▇▇▇.▇▇. 2023. Staff and the Respondents Respondent may refer to any part, or all, of the Settlement Agreement at the Settlement Hearing. Staff and the Respondent also agree that if this Settlement Agreement is approved accepted by the CommissionHearing Panel, it will constitute the entirety of the evidence to be submitted respecting the respondents Respondent in this matter, and the Respondents agree Respondent agrees to waive their its rights to a full hearing, a review hearing or appeal before the Board of Directors of the MFDA or any securities commission with jurisdiction in the matter under its enabling legislation, or a judicial review or appeal of the matter under the Actbefore any court of competent jurisdiction. 2124. Staff and the Respondents Respondent agree that if this Settlement Agreement is approved accepted by the CommissionHearing Panel, then the Respondent shall be deemed to have been penalized by the Hearing Panel pursuant to s. 24.1.2 of By-law No. 1 for the purpose of giving notice to the public thereof in accordance with s. 24.5 of By-law No. 1. 25. Staff and the Respondent agree that if this Settlement Agreement is accepted by the Hearing Panel, neither Staff nor the Respondents Respondent will make any public statement inconsistent with this Settlement Agreement. Nothing in this section is intended to restrict the Respondent from making full answer and defence to any civil or other proceedings against it. 2226. If a this Settlement Agreement is accepted by the Hearing Panel and, at any subsequent time, the Respondent fails to honour any of the agreement contained in paragraph 21 Terms of this Settlement Agreementset out herein, Staff reserve reserves the right to bring proceedings under Ontario securities law section 24.3 of the By-laws of the MFDA against that the Respondent or any of its officers or directors based on on, but not limited to, the facts set out in Part III IV of this the Settlement Agreement or based on Agreement, as well as the breach of this the Settlement Agreement. 23. IfIf such additional enforcement action is taken, for any reason whatsoever, this Settlement Agreement is not approved the Respondent agrees that the proceeding(s) may be heard and determined by the Commission or an order in the form attached as Schedule “1” is not made by the Commission, each of Staff and the Respondents will be entitled to all available proceedings, remedies and challenges, including proceeding to a hearing panel comprised of all or some of the allegations in same members of the Notice of Hearing and Statement of Allegationshearing panel that accepted the Settlement Agreement, unaffected by this Settlement Agreement or the settlement negotiations. 24. Whether or not this Settlement Agreement is approved by the Commission, the Respondents agree that they will not, in any proceeding, refer to or rely upon this Settlement Agreement or the negotiation or process of approval of this Settlement Agreement as the basis for any attack on the Commission's jurisdiction, alleged bias, appearance of bias, alleged unfairness or any other remedies or challenges that may otherwise be if available.

PROCEDURE FOR APPROVAL OF SETTLEMENT. 1948. Approval Acceptance of this Settlement Agreement shall be sought at the public a hearing of the Commission scheduled for Friday, November 18, 2005, or such other Central Regional Council of the MFDA on a date as may be agreed to by counsel for Staff and the Respondents Respondent. MFDA Settlement Hearings are typically held in accordance with the procedures described in this absence of the public pursuant to section 20.5 of MFDA By-law No. 1 and Rule 15.2(2) of the MFDA Rules of Procedure. If the Hearing Panel accepts the Settlement Agreement, then the proceeding will become open to the public and a copy of the decision of the Hearing Panel and the Settlement Agreement will be made available at ▇▇▇.▇▇▇▇.▇▇. 2049. Staff and the Respondents Respondent may refer to any part, or all, of the Settlement Agreement at the Settlement Hearing. Staff and the Respondent also agree that if this Settlement Agreement is approved accepted by the CommissionHearing Panel, it will constitute the entirety of the evidence to be submitted respecting the respondents Respondent in this matter, and the Respondents agree Respondent agrees to waive their its rights to a full hearing, a review hearing before the Board of Directors of the MFDA or any securities commission with jurisdiction in the matter under its enabling legislation, or a judicial review or appeal of the matter under the Actbefore any court of competent jurisdiction. 2150. Staff and the Respondents Respondent agree that if this Settlement Agreement is approved accepted by the CommissionHearing Panel, then the Respondent shall be deemed to have been penalized by the Hearing Panel pursuant to s. 24.1.2 of By-law No. 1 for the purpose of giving notice to the public thereof in accordance with s. 24.5 of By-law No. 1. 51. Staff and the Respondent agree that if this Settlement Agreement is accepted by the Hearing Panel, neither Staff nor the Respondents Respondent will make any public statement inconsistent with this Settlement Agreement. Nothing in this section is intended to restrict the Respondent from making full answer and defence to any civil or other proceedings against it. 2252. If a this Settlement Agreement is accepted by the Hearing Panel and, at any subsequent time, the Respondent fails to honour any of the agreement contained in paragraph 21 Terms of this Settlement Agreementset out herein, Staff reserve reserves the right to bring proceedings under Ontario securities law section 24.3 of the By-laws of the MFDA against that the Respondent or any of its officers or directors based on on, but not limited to, the facts set out in Part III IV of this the Settlement Agreement or based on Agreement, as well as the breach of this the Settlement Agreement. 23. IfIf such additional enforcement action is taken, for any reason whatsoever, this Settlement Agreement is not approved the Respondent agrees that the proceeding(s) may be heard and determined by the Commission or an order in the form attached as Schedule “1” is not made by the Commission, each of Staff and the Respondents will be entitled to all available proceedings, remedies and challenges, including proceeding to a hearing panel comprised of all or some of the allegations in same members of the Notice of Hearing and Statement of Allegationshearing panel that accepted the Settlement Agreement, unaffected by this Settlement Agreement or the settlement negotiations. 24. Whether or not this Settlement Agreement is approved by the Commission, the Respondents agree that they will not, in any proceeding, refer to or rely upon this Settlement Agreement or the negotiation or process of approval of this Settlement Agreement as the basis for any attack on the Commission's jurisdiction, alleged bias, appearance of bias, alleged unfairness or any other remedies or challenges that may otherwise be if available.

PROCEDURE FOR APPROVAL OF SETTLEMENT. 1930. Approval Acceptance of this Settlement Agreement shall be sought at the public a hearing of the Commission scheduled for Friday, November 18, 2005, or such other MFDA on a date as may be agreed to by counsel for Staff and the Respondents in accordance with the procedures described in this Settlement Agreement. 20Respondent. Staff and the Respondents Respondent agree that in the event the settlement agreement to be submitted in the OSC proceedings is not approved, Staff and the Respondent shall not seek acceptance of this Settlement Agreement and it shall be deemed to have been rejected by the MFDA for the purposes of paragraphs 4, 5, 35, 36, and 37 herein. 31. Staff and the Respondent may refer to any part, or all, of the Settlement Agreement at the settlement hearing. Staff and the Respondent also agree that if this Settlement Agreement is approved accepted by the CommissionMFDA, it will constitute the entirety of the evidence to be submitted respecting the respondents Respondent in this matter, and the Respondents agree Respondent agrees to waive their its rights to a full hearing, review hearing before the Board of Directors of the MFDA or any securities commission with jurisdiction in the matter under its enabling legislation, judicial review or appeal of the matter under the Actbefore any court of competent jurisdiction. 2132. Staff and the Respondents Respondent agree that if this Settlement Agreement is approved accepted by the CommissionMFDA, then the Respondent shall be deemed to have been penalized by the Regional Council pursuant to s. 24.1.2 of By-law No. 1 for the purpose of giving notice to the public thereof in accordance with s. 24.5 of By-law No. 1. 33. Staff and the Respondent agree that if this Settlement Agreement is accepted by the MFDA, neither Staff nor the Respondents Respondent will make any public statement inconsistent with this Settlement Agreement. Nothing in this section is intended to restrict the Respondent from making full answer and defence to any civil proceedings against it. 2234. If a this Settlement Agreement is accepted by the MFDA and, at any subsequent time, the Respondent fails to honour any of the agreement contained Terms of Settlement set out in paragraph 21 of this Settlement AgreementPart VII herein, Staff reserve reserves the right to bring proceedings under Ontario securities law the By-laws of the MFDA against that the Respondent and any of its officers and directors based on on, but not limited to, the facts set out in Part III IV of this the Settlement Agreement or based on Agreement, as well as the breach of this the Settlement Agreement. 2335. If, for any reason whatsoever, this Settlement Agreement is not approved accepted by the Commission MFDA or an order Order in the form attached as Schedule “1B” is not made by the CommissionMFDA, each of Staff and the Respondents Respondent will be entitled to all any available proceedings, remedies and challenges, including proceeding to a disciplinary hearing pursuant to sections 20 and 24 of the allegations in the Notice of Hearing and Statement of AllegationsBy-law No. 1, unaffected by this Settlement Agreement or the settlement negotiations. 2436. Whether or not this Settlement Agreement is approved accepted by the CommissionMFDA, the Respondents agree Respondent agrees that they it will not, in any proceeding, refer to or rely upon this Settlement Agreement or the negotiation or process of approval of this Settlement Agreement as the basis for any attack on allegation against the Commission's MFDA of lack of jurisdiction, alleged bias, appearance of bias, alleged unfairness unfairness, or any other remedies remedy or challenges challenge that may otherwise be available.

PROCEDURE FOR APPROVAL OF SETTLEMENT. 1928. Approval Acceptance of this Settlement Agreement shall be sought at the public a hearing of the Commission scheduled for Friday, November 18, 2005, or such other Central Regional Council of the MFDA on a date as may be agreed to by counsel for Staff and the Respondents Respondent. MFDA Settlement Hearings are typically held in accordance with the procedures described in this absence of the public pursuant to section 20.5 of MFDA By-law No. 1 and Rule 15.2(2) of the MFDA Rules of Procedure. If the Hearing Panel accepts the Settlement Agreement, then the proceeding will become open to the public and a copy of the decision of the Hearing Panel and the Settlement Agreement will be made available at ▇▇▇.▇▇▇▇.▇▇. 2029. Staff and the Respondents Respondent may refer to any part, or all, of the Settlement Agreement at the Settlement Hearing. Staff and the Respondent also agree that if this Settlement Agreement is approved accepted by the CommissionHearing Panel, it will constitute the entirety of the evidence to be submitted respecting the respondents Respondent in this matter, and the Respondents agree Respondent agrees to waive their his rights to a full hearing, a review hearing before the Board of Directors of the MFDA or any securities commission with jurisdiction in the matter under its enabling legislation, or a judicial review or appeal of the matter under the Actbefore any court of competent jurisdiction. 2130. Staff and the Respondents Respondent agree that if this Settlement Agreement is approved accepted by the CommissionHearing Panel, then the Respondent shall be deemed to have been penalized by the Hearing Panel pursuant to s. 24.1.1 of By-law No. 1 for the purpose of giving notice to the public thereof in accordance with s. 24.5 of By-law No. 1. 31. Staff and the Respondent agree that if this Settlement Agreement is accepted by the Hearing Panel, neither Staff nor the Respondents Respondent will make any public statement inconsistent with this Settlement Agreement. Nothing in this section is intended to restrict the Respondent from making full answer and defence to any civil or other proceedings against him. 2232. If a this Settlement Agreement is accepted by the Hearing Panel and, at any subsequent time, the Respondent fails to honour any of the agreement contained in paragraph 21 Terms of this Settlement Agreementset out herein, Staff reserve reserves the right to bring proceedings under Ontario securities law section 24.3 of the By-laws of the MFDA against that the Respondent based on on, but not limited to, the facts set out in Part III IV of this the Settlement Agreement or based on Agreement, as well as the breach of this the Settlement Agreement. 23. IfIf such additional enforcement action is taken, for any reason whatsoever, this Settlement Agreement is not approved the Respondent agrees that the proceeding(s) may be heard and determined by the Commission or an order in the form attached as Schedule “1” is not made by the Commission, each of Staff and the Respondents will be entitled to all available proceedings, remedies and challenges, including proceeding to a hearing panel comprised of all or some of the allegations in same members of the Notice of Hearing and Statement of Allegationshearing panel that accepted the Settlement Agreement, unaffected by this Settlement Agreement or the settlement negotiations. 24. Whether or not this Settlement Agreement is approved by the Commission, the Respondents agree that they will not, in any proceeding, refer to or rely upon this Settlement Agreement or the negotiation or process of approval of this Settlement Agreement as the basis for any attack on the Commission's jurisdiction, alleged bias, appearance of bias, alleged unfairness or any other remedies or challenges that may otherwise be if available.

PROCEDURE FOR APPROVAL OF SETTLEMENT. 1914. Approval Acceptance of this Settlement Agreement shall be sought at the public a hearing of the Commission scheduled for Friday, November 18, 2005, or such other Central Regional Council of the MFDA on a date as may be agreed to by counsel for Staff and the Respondents in accordance with the procedures described in this Settlement AgreementRespondent. 2015. Staff and the Respondents Respondent may refer to any part, or all, of the Settlement Agreement at the settlement hearing. Staff and the Respondent also agree that if this Settlement Agreement is approved accepted by the CommissionHearing Panel, it will constitute the entirety of the evidence to be submitted respecting the respondents Respondent in this matter, and the Respondents agree Respondent agrees to waive their his rights to a full hearing, a review hearing before the Board of Directors of the MFDA or any securities commission with jurisdiction in the matter under its enabling legislation, or a judicial review or appeal of the matter under the Actbefore any court of competent jurisdiction. 2116. Staff and the Respondents Respondent agrees that if this Settlement Agreement is accepted by the Hearing Panel, then the Respondent shall be deemed to have been penalized by the Hearing Panel pursuant to s. 24.1.2 of By-law No. 1 for the purpose of giving notice to the public thereof in accordance with s. 24.5 of By-law No. 1. 17. Staff and the Respondent agree that if this Settlement Agreement is approved accepted by the CommissionHearing Panel, neither Staff nor the Respondents Respondent will make any public statement inconsistent with this Settlement Agreement. Nothing in this section is intended to restrict the Respondent from making full answer and defence to any civil or other proceedings against them. 2218. If a this Settlement Agreement is accepted by the Hearing Panel and, at any subsequent time, the Respondent fails to honour any of the agreement contained in paragraph 21 Terms of this Settlement Agreementset out herein, Staff reserve reserves the right to bring proceedings under Ontario securities law the By-laws of the MFDA against that the Respondent based on on, but not limited to, the facts set out in Part III IV of this the Settlement Agreement or based on Agreement, as well as the breach of this the Settlement Agreement. 2319. If, for any reason whatsoever, this Settlement Agreement is not approved accepted by the Commission Hearing Panel or an order Order in the form attached as Schedule “1A” is not made by the CommissionHearing Panel, each of Staff and the Respondents Respondent will be entitled to all any available proceedings, remedies and challenges, including proceeding to a disciplinary hearing pursuant to sections 20 and 24 of the allegations in the Notice of Hearing and Statement of AllegationsBy-law No. 1, unaffected by this Settlement Agreement or the settlement negotiations. 2420. Whether or not this Settlement Agreement is approved accepted by the CommissionHearing Panel, the Respondents agree Respondent agrees that they he will not, in any proceeding, refer to or rely upon this Settlement Agreement or the negotiation or process of approval of this Settlement Agreement as the basis for any attack on allegation against the Commission's MFDA of lack of jurisdiction, alleged bias, appearance of bias, alleged unfairness unfairness, or any other remedies remedy or challenges challenge that may otherwise be available.

PROCEDURE FOR APPROVAL OF SETTLEMENT. 1926. Approval of this Settlement Agreement shall be sought at the public a joint hearing of the Commission scheduled for Friday, November 18, 2005, or such other Commissions on a date as may be agreed to by counsel for Staff and the Respondents in accordance with the procedures described in this Settlement AgreementIG. 2027. Staff and IG may refer to any part, or all, of the Respondents Settlement Agreement at the Settlement Hearing. Staff and IG also agree that if this Settlement Agreement is approved by the CommissionCommissions, it will constitute the entirety of the evidence to be submitted respecting the respondents IG in this matter, and the Respondents agree IG agrees to waive their its rights to a full hearing, judicial review or appeal of the matter under the Ontario Act and the Manitoba Act. 2128. Staff and the Respondents IG agree that if this Settlement Agreement is approved by the CommissionCommissions, neither Staff nor the Respondents IG will make any public statement inconsistent with this Settlement Agreement. Nothing in this section is intended to restrict IG from making full answer and defence to any civil proceedings against it. 2229. If a Respondent this Settlement Agreement is approved by the Commissions and, at any subsequent time, IG fails to honour any of the agreement contained Terms of Settlement set out in paragraph 21 of this Settlement AgreementPart VII herein, Staff reserve the right to bring proceedings under Ontario securities law legislation against that Respondent IG based on on, but not limited to, the facts set out in Part III IV of this the Settlement Agreement or based on Agreement, as well as the breach of this the Settlement Agreement. 2330. If, for any reason whatsoever, this Settlement Agreement is not approved by the Commission Commissions or an order Order in the form attached as Schedule “1B” is not made by the CommissionCommissions, each of Staff and the Respondents IG will be entitled to all available proceedings, remedies and challenges, including proceeding to a hearing of the allegations in the Notice of Hearing and Statement of Allegations, unaffected by this Settlement Agreement or the settlement negotiations. 2431. Whether or not this Settlement Agreement is approved by the CommissionCommissions, the Respondents agree IG agrees that they it will not, in any proceeding, refer to or rely upon this Settlement Agreement or the negotiation or process of approval of this Settlement Agreement as the basis for any attack on allegation against the Commission's Commissions of lack of jurisdiction, alleged bias, appearance of bias, alleged unfairness unfairness, or any other remedies remedy or challenges challenge that may otherwise be available.

PROCEDURE FOR APPROVAL OF SETTLEMENT. 1922. Approval Acceptance of this Settlement Agreement shall be sought at the public a hearing of the Commission scheduled for Friday, November 18, 2005, or such other Atlantic Regional Council of the MFDA on a date as may be agreed to by counsel for Staff and the Respondents in accordance with the procedures described in this Settlement AgreementRespondent. 2023. Staff and the Respondents Respondent may refer to any part, or all, of the Settlement Agreement at the settlement hearing. Staff and the Respondent also agree that if this Settlement Agreement is approved accepted by the CommissionHearing Panel, it will constitute the entirety of the evidence to be submitted respecting the respondents Respondent in this matter, and the Respondents agree Respondent agrees to waive its their rights to a full hearing, a review hearing before the Board of Directors of the MFDA or any securities commission with jurisdiction in the matter under its enabling legislation, or a judicial review or appeal of the matter under the Actbefore any court of competent jurisdiction. 2124. Staff and the Respondents Respondent agree that if this Settlement Agreement is approved accepted by the CommissionHearing Panel, then the Respondent shall be deemed to have been penalized by the Hearing Panel pursuant to s. 24.1.2 of By-law No. 1 for the purpose of giving notice to the public thereof in accordance with s. 24.5 of By-law No. 1. 25. Staff and the Respondent agree that if this Settlement Agreement is accepted by the Hearing Panel, neither Staff nor the Respondents Respondent will make any public statement inconsistent with this Settlement Agreement. Nothing in this section is intended to restrict the Respondent from making full answer and defence to any civil or other proceedings against it them. 2226. If a this Settlement Agreement is accepted by the Hearing Panel and, at any subsequent time, the Respondent fails to honour any of the agreement contained in paragraph 21 Terms of this Settlement Agreementset out herein, Staff reserve reserves the right to bring proceedings under Ontario securities law the By-laws of the MFDA against that the Respondent or any of its officers or directors based on on, but not limited to, the facts set out in Part III IV of this the Settlement Agreement or based on Agreement, as well as the breach of this the Settlement Agreement. 2327. If, for any reason whatsoever, this Settlement Agreement is not approved accepted by the Commission Hearing Panel or an order Order in the form attached as Schedule “1A” is not made by the CommissionHearing Panel, each of Staff and the Respondents Respondent will be entitled to all any available proceedings, remedies and challenges, including proceeding to a disciplinary hearing pursuant to sections 20 and 24 of the allegations in the Notice of Hearing and Statement of AllegationsBy-law No. 1, unaffected by this Settlement Agreement or the settlement negotiations. 2428. Whether or not this Settlement Agreement is approved accepted by the CommissionHearing Panel, the Respondents agree Respondent agrees that they will not, in any proceeding, refer to or rely upon this Settlement Agreement or the negotiation or process of approval of this Settlement Agreement as the basis for any attack on allegation against the Commission's MFDA of lack of jurisdiction, alleged bias, appearance of bias, alleged unfairness unfairness, or any other remedies remedy or challenges challenge that may otherwise be available.

PROCEDURE FOR APPROVAL OF SETTLEMENT. 1934. Approval The approval of this the settlement as set out in the Settlement Agreement shall be sought at the a public hearing of before the Commission scheduled for Friday, November 18, 2005, or such other date as may be is agreed to by Staff and the Respondents respondents in accordance with the procedures described in this Settlement Agreement. 20. herein and such further procedures as may be agreed upon between Staff and the Respondents agree that if respondents. 35. If this Settlement Agreement is approved by the Commission, it will constitute the entirety of the evidence to be submitted respecting the respondents in this matter, matter and the Respondents respondents each agree to waive their rights any right to a full hearing, judicial review or hearing and appeal of the this matter under the Act. 2136. Staff and the Respondents agree that if If this Settlement Agreement is approved by the Commission, neither Staff nor the Respondents parties to this Settlement Agreement will not make any public statement that is inconsistent with this Settlement Agreement. 2237. If a Respondent fails The respondents acknowledge that any or all of the members of the panel of the Commission (the “Hearing Panel”), scheduled to honour hear the agreement contained in paragraph 21 of this Settlement Agreement, Staff reserve the right to bring proceedings under Ontario securities law against that Respondent based matter on the facts set out in Part III merits beginning April 15, 2002, may consider this proposed settlement on April 15 , 2002, or such other date as may be agreed to by the parties for the scheduling of this Settlement Agreement the hearing to consider a proposed settlement. The respondents consent to and waive any arguments they may have relating to the Hearing Panel’s jurisdiction, alleged bias, alleged unfairness or based any other challenge as a result of the Hearing Panel considering or commenting on the breach of this Settlement Agreementproposed settlement. 2338. If, for any reason whatsoever, this Settlement Agreement settlement is not approved by the Commission Commission, or an order the Order set forth in the form attached as Schedule “1” "A" is not made by the Commission, : (a) each of Staff and the Respondents respondents will be entitled to all available proceedings, remedies and challenges, including proceeding proceed to a hearing of the allegations in the Notice of Hearing and related Statement of Allegations, Allegations unaffected by this the Settlement Agreement or the settlement negotiations., and the respondents agree that such hearing may be held before any or all of the Commissioners of the Hearing Panel who presided at the hearing to consider this proposed settlement; 24. Whether or not this (b) the terms of the Settlement Agreement is approved will not be raised in any other proceeding or disclosed to any person except with the written consent of Staff and the respondents or as may be otherwise required by law; and (c) the Commission, the Respondents respondents further agree that they each will not, not raise in any proceeding, refer to or rely upon this proceeding the Settlement Agreement or the negotiation or process of approval of this Settlement Agreement thereof as the a basis for any attack on the Commission's jurisdiction, alleged bias, appearance of bias, alleged unfairness or any other remedies or challenges challenge that may otherwise be available. 39. If, prior to the approval of this Settlement Agreement by the Commission, there are new facts or issues of substantial concern, in the view of Staff, regarding the facts set out in Part III of this Settlement Agreement, Staff will be at liberty to withdraw from this Settlement Agreement. Notice of such intention will be provided to the respondents in writing. In the event of such notice being given, the provisions of paragraph 38 in this part will apply as if this Settlement Agreement had not been approved in accordance with the procedures set out herein.

PROCEDURE FOR APPROVAL OF SETTLEMENT. 1935. Approval of this Settlement Agreement shall settlement will be sought at the a public hearing of before the Commission scheduled for Friday, November 18, 2005, or such other a date as may to be agreed to by Staff and the Respondents Affinity Respondents, in accordance with the procedures described set out in this Settlement Agreementsettlement agreement and the Commission’s Rules of Practice. 2036. Staff and the Affinity Respondents agree that if this Settlement Agreement settlement agreement is approved by the Commission, it will constitute the entirety of the evidence to be submitted respecting the respondents Affinity Respondents in this matter, and the Affinity Respondents agree to waive their rights to a full hearing, judicial review or appeal of the matter under the Act. 2137. Staff and the Affinity Respondents agree that if this Settlement Agreement settlement agreement is approved by the Commission, neither Staff nor the Affinity Respondents will make any public statement inconsistent with this Settlement Agreementsettlement agreement. 2238. If a Respondent fails the Affinity Respondents fail to honour the agreement contained in paragraph 21 37 of this Settlement Agreementsettlement agreement, Staff reserve the right to bring proceedings under Ontario securities law against that Respondent the Affinity Respondents based on the facts set out in Part III of this Settlement Agreement or based on settlement agreement, as well as the breach of this Settlement Agreementthe agreement. 2339. If, for any reason whatsoever, this Settlement Agreement settlement agreement is not approved by the Commission or an order in the form attached as Schedule “1A” is not made by the Commission, each of Staff and the Affinity Respondents will be entitled to all available proceedings, remedies and challenges, including proceeding to a hearing of the allegations in the Notice of Hearing and Statement of AllegationsHearing, unaffected by this Settlement Agreement agreement or the settlement negotiations. 2440. Whether or not this Settlement Agreement settlement agreement is approved by the Commission, the Affinity Respondents agree that they will not, in any proceeding, refer to or rely upon this Settlement Agreement agreement or the negotiation or process of approval of this Settlement Agreement agreement as the basis for any attack on the Commission's ’s jurisdiction, alleged bias, appearance of bias, alleged unfairness or any other remedies or challenges that may otherwise be available.

PROCEDURE FOR APPROVAL OF SETTLEMENT. 1940. Approval Acceptance of this Settlement Agreement shall be sought at the public a hearing of the Commission scheduled for Friday, November 18, 2005, or such other Central Regional Council of the MFDA on a date as may be agreed to by counsel for Staff and the Respondents in accordance with the procedures described in this Settlement AgreementRespondent. 2041. Staff and the Respondents Respondent may refer to any part, or all, of the Settlement Agreement at the settlement hearing. Staff and the Respondent also agree that if this Settlement Agreement is approved accepted by the CommissionHearing Panel, it will constitute the entirety of the evidence to be submitted respecting the respondents Respondent in this matter, and the Respondents agree Respondent agrees to waive their his rights to a full hearing, a review hearing before the Board of Directors of the MFDA or any securities commission with jurisdiction in the matter under its enabling legislation, or a judicial review or appeal of the matter under the Actbefore any court of competent jurisdiction. 2142. Staff and the Respondents Respondent agree that if this Settlement Agreement is approved accepted by the CommissionHearing Panel, then the Respondent shall be deemed to have been penalized by the Hearing Panel pursuant to s. 24.1.1 of By-law No. 1 for the purpose of giving notice to the public thereof in accordance with s. 24.5 of By-law No. 1. 43. Staff and the Respondent agree that if this Settlement Agreement is accepted by the Hearing Panel, neither Staff nor the Respondents Respondent will make any public statement inconsistent with this Settlement Agreement. Nothing in this section is intended to restrict the Respondent from making full answer and defence to any civil or other proceedings against him. 2244. If a this Settlement Agreement is accepted by the Hearing Panel and, at any subsequent time, the Respondent fails to honour any of the agreement contained in paragraph 21 Terms of this Settlement Agreementset out herein, Staff reserve reserves the right to bring proceedings under Ontario securities law the By-laws of the MFDA against that the Respondent based on on, but not limited to, the facts set out in Part III IV of this the Settlement Agreement or based on Agreement, as well as the breach of this the Settlement Agreement. 2345. If, for any reason whatsoever, this Settlement Agreement is not approved accepted by the Commission Hearing Panel or an order Order in the form attached as Schedule “1A” is not made by the CommissionHearing Panel, each of Staff and the Respondents Respondent will be entitled to all any available proceedings, remedies and challenges, including proceeding to a disciplinary hearing pursuant to sections 20 and 24 of the allegations in the Notice of Hearing and Statement of AllegationsBy- law No. 1, unaffected by this Settlement Agreement or the settlement negotiations. 2446. Whether or not this Settlement Agreement is approved accepted by the CommissionHearing Panel, the Respondents agree Respondent agrees that they he will not, in any proceeding, refer to or rely upon this Settlement Agreement or the negotiation or process of approval of this Settlement Agreement as the basis for any attack on allegation against the Commission's MFDA of lack of jurisdiction, alleged bias, appearance of bias, alleged unfairness unfairness, or any other remedies remedy or challenges challenge that may otherwise be available.

PROCEDURE FOR APPROVAL OF SETTLEMENT. 1924. Approval of this Settlement Agreement shall be sought at the public hearing of the Commission scheduled for FridayMarch 6, November 18, 20052006, or such other date as may be agreed to by Staff and the Respondents Zephyr in accordance with the procedures described in this Settlement Agreement. 2025. Staff and the Respondents ▇▇▇▇▇▇ agree that if this Settlement Agreement is approved by the Commission, it will constitute the entirety of the evidence to be submitted respecting the respondents Zephyr in this matter, and the Respondents agree ▇▇▇▇▇▇ agrees to waive their its rights to a full hearing, judicial review or appeal of the matter under the Act. 2126. Staff and the Respondents ▇▇▇▇▇▇ agree that if this Settlement Agreement is approved by the Commission, neither Staff nor the Respondents Zephyr will make any public statement inconsistent with this Settlement Agreement. 2227. If a Respondent ▇▇▇▇▇▇ fails to honour the agreement contained in paragraph 21 26 of this Settlement Agreement, Staff reserve the right to bring proceedings under Ontario securities law against that Respondent Zephyr based on the facts set out in Part III of this Settlement Agreement or based on the breach of this Settlement Agreement. 2328. If, for any reason whatsoever, this Settlement Agreement is not approved by the Commission or an order in the form attached as Schedule “1A” is not made by the Commission, each of Staff and the Respondents Zephyr will be entitled to all available proceedings, remedies and challenges, including proceeding to a hearing of the allegations in the Notice of Hearing and Statement of Allegations, unaffected by this Settlement Agreement or the settlement negotiations. 2429. Whether or not this Settlement Agreement is approved by the Commission, the Respondents agree ▇▇▇▇▇▇ agrees that they it will not, in any proceeding, refer to or rely upon this Settlement Agreement or the negotiation or process of approval of this Settlement Agreement as the basis for any attack on the Commission's jurisdiction, alleged bias, appearance of bias, alleged unfairness or any other remedies or challenges that may otherwise be available.