Amended Notice of Hearing: In the Matter of Euston Capital Corp. and George Schwartz

      TAKE NOTICE THAT the Ontario Securities Commission will hold a hearing pursuant to section 127 of the Securities Act, R.S.O. 1990, c.S.5, as amended, in Hearing Room “B” on the 17^th Floor, 20 Queen Street West, Toronto, Ontario on March 19, 2009 commencing at 11:00 a.m., or as soon thereafter as the hearing can be held;

      AND TAKE NOTICE that the purpose of the hearing is to consider whether it is in the public interest:

(a) to make an order pursuant to section 127(10);

(b) to make an order pursuant to clause 2 of section 127(1) that trading in any securities by or of the respondents cease permanently or for such period as is specified by the Commission;

(c) to make an order pursuant to clause 2.1 of section 127(1) that acquisition of any securities by the respondents is prohibited permanently or for such period as is specified by the Commission;

(d) to make an order pursuant to clause 3 of section 127(1) that any exemptions contained in Ontario securities law do not apply to the respondents permanently or for such period as is specified by the Commission;

(e) to make an order pursuant to clause 7 of section 127(1) that Schwartz resign any positions he holds as a director or officer of any issuer;

(f) to make an order pursuant to clause 8 of section 127(1) that Schwartz is prohibited from becoming or acting as a director or officer of any issuer permanently or for such period as is specified by the Commission; and

(g) to make such other order as the Commission considers appropriate.

      BY REASON OF the allegations set out in the Amended Statement of Allegations of Staff dated February 20, 2009 and such additional allegations as counsel may advise and the Commission may permit;

      AND TAKE FURTHER NOTICE that any party to the proceeding may be represented by counsel if that party attends or submits evidence at the hearing;

      AND TAKE FURTHER NOTICE that upon the failure of any party to attend at the time and place aforesaid, the hearing may proceed in the absence of that party and such party is not entitled to any further notice of the proceeding.

      DATED at Toronto this 20^th day of February, 2009.





TO:    AYLESWORTH LLP
          Ernst & Young Tower
          222 Bay Street
          18th Floor
          Toronto, ON
          M5K 1H1


          Julia Dublin
          Tel: (416) 594-4051
          Fax: (416) 865-1398


          Solicitors for Euston Capital Corp.
          and George Schwartz