Order: In the Matter of Momentas Corporation et al.

IN THE MATTER OF THE SECURITIES ACT
R.S.O. 1990, c.S.5, AS AMENDED

- AND -

IN THE MATTER OF
MOMENTAS CORPORATION, HOWARD RASH,
ALEXANDER FUNT AND SUZANNE MORRISON

ORDER
(MALCOLM ROGERS)

    WHEREAS on June 24, 2005, the Commission issued a Notice of Hearing pursuant to subsection 127(1) and section 127.1 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”) and an accompanying Statement of Allegations;

    AND WHEREAS the Respondent, Malcolm Rogers (“Rogers”), entered into a Settlement Agreement with Staff of the Commission dated April 3, 2006 (the “Settlement Agreement”) in which he agreed to a proposed settlement of the proceeding, subject to the approval of the Commission;

    AND WHEREAS the Commission issued a Notice of Hearing dated April 3, 2006 setting down the hearing to consider the settlement;

    AND UPON reviewing the Settlement Agreement, the Notices of Hearing, the Statement of Allegations, and upon hearing submissions of counsel for Staff of the Commission and counsel for Rogers;

    AND WHEREAS the Commission is of the opinion that it is in the public interest to make this Order;

    IT IS HEREBY ORDERED pursuant to subsection 127(1) of the Act that:

1. Rogers shall forthwith resign any positions that he holds as an officer and/or director of any issuer for a period of 3 years, except that he shall be permitted to act as an officer and/or director of his current employer, XtraKare Corporation of America Inc., or its affiliates, effective from the date of the order of the Commission approving the Settlement Agreement; and
   
2. Rogers shall be prohibited from becoming or acting as an officer and/or director of any issuer for a period of 3 years, except that he shall be permitted to act as an officer and/or director of his current employer, XtraKare Corporation of America Inc., or its affiliates, effective from the date of the order of the Commission approving the Settlement Agreement.
   

DATED this 4^th day of April, 2006.