Notice of Hearing: In the Matter of New Life Capital Corp. et al.

      WHEREAS on the 6^th day of August, 2008, the Ontario Securities Commission (the “Commission”) ordered pursuant to paragraph 2 of section 127(1) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”) that all trading in securities of and by the Respondents shall cease and pursuant to paragraph 3 of section 127(1) of the Act that any exemptions contained in Ontario securities law do not apply to any of the Respondents (the “Temporary Order”);

      AND WHEREAS the Commission further ordered as part of the Temporary Order that, pursuant to subsection 127(6) of the Act, the Temporary Order shall take effect immediately and shall expire on the fifteenth day after its making unless extended by the Commission;

      TAKE NOTICE that the Commission will hold a hearing pursuant to sections 127 and 127.1 of the Act at its offices at 20 Queen Street West, 17th Floor Hearing Room on Thursday, the 21^st day of August, 2008 at 10:00 a.m. or as soon thereafter as the hearing can be held so as to consider whether, pursuant to sections 127 and 127.1 of the Act, it is in the public interest for the Commission to:

1. extend the Temporary Order made August 6, 2008 until the conclusion of the hearing in this matter, pursuant to section 127(7) of the Act;
2. provide notice of the Temporary Order and/or notice of such further orders of the Commission to investors in any of the corporate Respondents, pursuant to paragraph 5 of section 127(1);
3. at the conclusion of the hearing in this matter, to make an order that:
   
   1. trading in any securities of or by the Respondents cease permanently or for such period as is specified by the Commission, pursuant to paragraph 2 of section 127(1);
   2. any exemptions contained in Ontario securities law do not apply to the Respondents permanently or for such period as is specified by the Commission, pursuant to paragraph 3 of section 127(1);
   3. the corporate Respondents submit to a review of their practices and procedures and institute such changes as may be ordered by the Commission, pursuant to paragraph 4 of section 127(1);
   4. the Respondents provide any document specified by the Commission to shareholders of or other investors in the corporate Respondents or to such other persons as specified by the Commission, pursuant to paragraph 5 of section 127(1);
   5. the Respondents be reprimanded, pursuant to paragraph 6 of section 127(1);
   6. the Respondents L. Jeffrey Pogachar, Paola Lombardi and Alan S. Price resign as directors and/or officers of any or all of the corporate Respondents, pursuant to paragraph 7 of section 127(1);
   7. the Respondents L. Jeffrey Pogachar, Paola Lombardi and Alan S. Price are prohibited from becoming or acting as director or officer of any issuer, pursuant to paragraph 8 of section 127(1);
   8. the Respondents pay an administrative penalty for failing to comply with Ontario securities law, pursuant to paragraph 9 of section 127(1);
   9. the Respondents disgorge to the Commission any amounts obtained as a result of non-compliance with Ontario securities law, pursuant to paragraph 10 of section 127(1); and
   10. the Respondents be ordered to pay the costs of the investigation and hearing, pursuant to section 127.1; and
4. to make any such further orders as the Commission considers appropriate.

      BY REASON OF the allegations set out in the Statement of Allegations dated August 7, 2008 and such further additional allegations as counsel may advise and the Commission may permit;

      AND TAKE FURTHER NOTICE that any party to the proceedings may be represented by counsel at the hearing;

      AND TAKE FURTHER NOTICE that upon 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 7^th day of August, 2008.