Settlement Agreement: In the Matter of Price Warner Securities Ltd. et al.

July 27, 2000

Settlement Agreement

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

AND

IN THE MATTER OF
PRICE WARNER SECURITIES LTD., IAN ROLIN AND LORNE ROLIN

SETTLEMENT AGREEMENT

I. INTRODUCTION

1. By notice of hearing dated July 27, 2000 (the "Notice of Hearing"), the Ontario Securities Commission (the "Commission") announced that it proposed to hold a hearing to consider whether, pursuant to sections 127(1) and 127.1 of the Securities Act , R.S.O. 1990, c.S.5, as amended (the "Act"), it is in the public interest for the Commission to make an order:

(i) that the registration of Price Warner Securities Ltd. ("Price Warner") Ian Rolin and Lorne Rolin (together referred to as the "respondents") be suspended or restricted for such time as the Commission may direct, or be terminated, or be subject to such terms and conditions as the Commission may order;

(ii) that trading in securities by the respondents cease permanently or for such other period as specified by the Commission;

(iii) that the respondents Ian Rolin and Lorne Rolin, or either of them, be prohibited from becoming or acting as a director or officer of any issuer;

(iv) that the respondents, or any of them, be reprimanded;

(v) that the respondents, or any of them, pay costs to the Commission; and/or

(vi) such other order as the Commission considers appropriate.

II. JOINT SETTLEMENT RECOMMENDATION

2. Staff of the Commission ("Staff") agree to recommend settlement of the proceeding initiated in respect of the respondents by the Notice of Hearing in accordance with the terms and conditions set out below. The respondents consent to the making of an order against them in the form attached as Schedule "A" on the basis of the facts set out below.

III. STATEMENT OF FACTS

Acknowledgment

3. Staff and each of the respondents agree with the facts set out in this Part III for the purpose of this proceeding only.

Facts

4. The Respondent, Price Warner is, and was at all material times, registered under Ontario securities law as a securities dealer. The Respondent, Ian Rolin, is and was at all material times, registered under Ontario securities law and is the President, compliance officer and a director of Price Warner. The Respondent, Lorne Rolin, is and was at all material times, registered under Ontario securities law and is an officer of Price Warner.

5. During the period from 1996 to 1999 (the "material time"), virtually all of Price Warner's business consisted of it acquiring stock for its own account and selling that stock to its clients (referred to below as "principal trading"). The business described below was directed by Ian Rolin. During the material time, Ian Rolin owned approximately 80% of Price Warner and Lorne Rolin owned approximately 20% of Price Warner.

6. During the period from 1996 to 1999, approximately 90% of Price Warner's revenue was derived from principal trading in the stock of thirteen issuers (the "Thirteen Issuers"), referred to below, all of which traded on the Canadian Dealing Network Inc. (the "CDN"). As outlined below, in the case of eleven of the Thirteen Issuers, Price Warner, or Price Warner together with another securities dealer, accounted for more than 93% of the reported trading of stock of the Thirteen Issuers on the CDN. The Thirteen Issuers are as follows:

1. Active Control Technology Inc.

2. AMT Fine Foods Ltd.

3. Champion Gold Resources Inc.

4. CTM Cafés Inc.

5. Forsys Corporation

6. Gemstar Communications Inc.

7. GolfNorth Properties Inc.

8. Infolink Technologies Ltd.

9. Microlab Online Inc.

10. Partner Jet Corp.

11. Racad Technologies Ltd.

12. SFP Communications Group Inc.

13. Triangle Multi-Services Corporation

7. In the case of the Thirteen Issuers, Price Warner either held stock in its inventory or had exercised option agreements to acquire the stock in the issuer immediately prior to the commencement of principal trading in the stock with clients. Price Warner acquired stock in the Thirteen Issuers at prices significantly lower than the selling price to its clients. Price Warner re-sold the stock to its own clients at mark-ups above acquisition costs ranging from 112% to 574%, which mark-ups were excessive.

8. During the material time, Price Warner's gross revenue (i.e., revenue from sale of stock less acquisition costs) earned from principal trading in the stock of the Thirteen Issuers was approximately $26.4 million.

9. Particulars of the principal trading in the Thirteen Issuers by Price Warner are set out in Schedule "C", attached.

Conduct of the Respondents Contrary to the Public Interest

10. In engaging in the conduct described above, Price Warner may have placed itself in a conflict of interest with its clients. Its conduct was therefore contrary to the public interest.

11. In allowing Price Warner to engage in the conduct set out above, Ian Rolin, as an officer registered under Ontario securities law, acted in a manner contrary to the public interest.

12. In allowing Price Warner to engage in the conduct set out above, Lorne Rolin, as an officer registered under Ontario securities law, acted in a manner contrary to the public interest.

IV. TERMS OF SETTLEMENT

13. The respondents agree to the following terms of settlement:

1. the respondents will be reprimanded by the Commission;

2. within seven business days from the date of approval of this settlement, Price Warner will have sent to each of its clients a letter in the form attached as Schedule "B";

3. the registration of each of Price Warner, Ian Rolin, for a period of fifteen years and Lorne Rolin, for a period of seven years, will be suspended sixty days from the approval of this Settlement Agreement;

4. the following terms and conditions will be imposed upon the registration of Price Warner (hereinafter also referred to as the "registrant"), effective on the date of approval of this Settlement Agreement and continuing for the duration of Price Warner's registration:

(a) the registrant will not act as principal or as agent in the purchase or sale of any securities to a client of the registrant;

(b) the registrant shall, on the effective date of the suspension, cease to carry on its activities as a securities dealer;

(c) the registrant shall limit its activities to the orderly wind-up of its business and affairs, including the return of all clients' securities and free credit balances, or the transfer of those securities and balances to a firm that is a member of the Investment Dealers' Association of Canada (the "IDA"), upon the request of the client. The return of all clients' securities and free credit balances or the transfer of those securities and balances to a firm that is a member of the IDA, upon the request of the client, must be completed prior to the effective date of suspension of the registration of the registrant;

(d) the registrant shall file the following documents with the Manager of Compliance of the Ontario Securities Commission ("the Manager") on the following dates:

(i) thirty days after the effective date of suspension, a balance sheet of the registrant reported thereon by the registrant's independent auditor without qualification as at the effective date of suspension, or such other date as may be agreed upon between the registrant and the Manager; and

(ii) forty-five days after the effective date of suspension, or such other date as may be agreed upon between the registrant and the Manager, a comfort letter prepared by the registrant's independent auditor in accordance with section 5815 of the CICA Handbook confirming that the financial obligations of Price Warner to its clients have been discharged.

(e) in the course of transferring client accounts to a firm that is a member of the IDA , the registrant shall transfer all of the registrant's books and records necessary to record properly its business transactions and financial affairs relating to those client accounts, whether or not such books and records are kept by means of mechanical, electronic or other devices;

(f) The registrant will not:

(i) reduce its share capital in any manner, including the redemption, re-purchase or cancellation of any of its shares; or

(ii) reduce or repay any indebtedness which has been subordinated; or

(iii) directly or indirectly make any payments, including payments by way of reimbursement for services rendered, loan, advance, bonus, dividend, repayment of capital or other distribution to:

(a) any director, officer, partner or shareholder of the registrant; or

(b) any related, associated or affiliated person or company of the registrant or of any such person; or

(iv) increase its capital assets as defined pursuant to section 3060 of the CICA Handbook unless pursuant to a commitment entered into prior to July 12, 2000;

until such time as the registrant files with the Manager of Compliance of the Ontario Securities Commission an auditor's comfort letter in accordance with section 5815 of CICA Handbook confirming that Price Warner's financial obligations to its clients have been discharged.

5. The respondent, Ian Rolin will undertake to the Commission the following, from the date of approval of the settlement by the Commission;

(i) Ian Rolin will not, for a period of fifteen years, apply for registration in any capacity under Ontario securities law;

(ii) Ian Rolin will not, at any time in the future, be involved directly in the management of a registrant;

(iii) Ian Rolin will not, at any time in the future, own, directly or indirectly, greater than a 20% interest in any registrant; and

(iv) Ian Rolin will not, for a period of fifteen years, act as an officer, director, promoter, or own greater than 20% of a reporting issuer;

6. The respondent, Lorne Rolin will undertake to the Commission the following, from the date of approval of the settlement, by the Commission:

(i) Lorne Rolin will not, for a period of seven years, apply for registration in any capacity under Ontario securities law;

(ii) Lorne Rolin will not, for a period of seven years, be involved directly in the management of a registrant;

(iii) Lorne Rolin will not, for a period of seven years, own, directly or indirectly, greater than a 20% interest in any registrant; and

(iv) Lorne Rolin will not, for a period of seven years, act as an officer, director, promoter, or own greater than 20% of a reporting issuer; and

7. the respondents will make a payment of $25,000 to the Commission in respect of a portion of the Commission's costs with respect to this matter.

V. STAFF COMMITMENT

14. If this settlement is approved by the Commission, Staff will not initiate any complaint to the Commission or request the Commission to hold a hearing or issue any other order in respect of any conduct or alleged conduct of the respondents in relation to the facts set out in Part III of this agreement.

15. If this settlement is approved by the Commission, Staff will not initiate any other proceeding against the respondents in relation to the facts set out in Part III of this agreement.

VI. PROCEDURE FOR APPROVAL OF SETTLEMENT

16. Approval of the settlement set out in this agreement shall be sought at the public hearing of the Commission scheduled for August 3, 2000, or such other date as may be agreed to by Staff and the respondents, in accordance with the procedures described in this agreement.

17. Staff and the respondents agree that if this 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 and appeal of the matter under the Act.

18. Staff and the respondents agree that if this settlement is approved by the Commission, no party to this agreement will make any public statement inconsistent with this agreement.

19. If, at the conclusion of the settlement hearing, and for any reason whatsoever, this settlement is not approved by the Commission or an order in the form attached as Schedule 'A' is not made by the Commission:

(a) 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 agreement or the settlement negotiations;

(b) the terms of this agreement will not be referred to in any subsequent proceeding, or disclosed to any person, except with the written consent of Staff and the respondents or as may be required by law; and

(c) the respondents agree that they will not, in any proceeding, refer to or rely upon this agreement or the negotiation or process of approval of this 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.

VII. DISCLOSURE OF AGREEMENT

20. Counsel for Staff or for the respondents may refer to any part or all of this agreement in the course of the hearing convened to consider this agreement. Otherwise, this agreement and its terms will be treated as confidential by all parties to the agreement until approved by the Commission, and forever if, for any reason whatsoever, this settlement is not approved by the Commission, except with the written consent of all parties or as may be required by law. Any obligations of confidentiality shall terminate upon approval of this settlement by the Commission.

VIII. EXECUTION OF SETTLEMENT AGREEMENT

21. This Settlement Agreement may be signed in one or more counterparts which together shall constitute a binding agreement and a facsimile copy of any signature shall be as effective as an original signature.

DATED this 27 th day of July, 2000.

PRICE WARNER SECURITIES LTD..

"IAN ROLIN"

"LORNE ROLIN"

STAFF OF THE ONTARIO SECURITIES COMMISSION

SCHEDULE "A"

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

AND

IN THE MATTER OF
PRICE WARNER SECURITIES LTD., IAN ROLIN AND LORNE ROLIN

ORDER
(Subsections 127(1) and 127.1)

WHEREAS on July 27, 2000, the Ontario Securities Commission (the "Commission") issued a notice of hearing pursuant to subsections 127(1) and 127.1 of the Securities Act (the "Act") in respect of Price Warner Securities Ltd. ("Price Warner"), Ian Rolin and Lorne Rolin (collectively, the "Respondents");

AND WHEREAS Price Warner, Ian Rolin and Lorne Rolin entered into a settlement agreement dated July 27, 2000 (the "Settlement Agreement") in which they agreed to a proposed settlement of the proceeding, subject to the approval of the Commission;

AND WHEREAS Staff of the Commission and the Respondents agreed to amend certain terms of the Settlement Agreement by agreement dated August 3, 2000 (the "Amending Agreement");

AND UPON reviewing the Settlement Agreement, the Amending Agreement and the Statement of Allegations of Staff of the Commission, and upon hearing submissions from counsel for Price Warner, Ian Rolin and Lorne Rolin and from Staff of the Commission;

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

IT IS ORDERED THAT:

(1) the Settlement Agreement dated July 27, 2000 and the Amending Agreement dated August 3, 2000, attached to this Order, are hereby approved;

(2) pursuant to clause 6 of subsection 127(1) of the Act, Price Warner, Ian Rolin and Lorne Rolin are hereby reprimanded;

(3) pursuant to clause 1 of subsection 127(1) of the Act, the registration of each of Price Warner, Ian Rolin for a period of fifteen years, and Lorne Rolin for a period of seven years, is hereby suspended, effective 5:00 p.m. on August 11, 2000;

(4) Price Warner shall, prior 5:00 p.m. on August 11, 2000, send to each of its clients a letter substantially in the form attached as Schedule "B1" to the Settlement Agreement;

(5) pursuant to clause 1 of subsection 127(1) of the Act, the following terms and conditions are hereby imposed upon the registration of Price Warner:

(a) the registrant will not act as principal or as agent in the trading of any securities to a client of the registrant;

(b) the registrant shall, by the date of suspension, cease to carry on its activities as a securities dealer;

(c) the registrant shall limit its activities to the orderly wind-up of its business and affairs, including the return of all clients' securities and free credit balances, or the transfer of those securities and balances to a firm that is a member of the Investment Dealers Association of Canada (the "IDA"). The return of all clients' securities and free credit balances or the transfer of those securities and balances to a firm that is a member of the IDA must be completed prior to the effective date of suspension of the registration of the registrant.

(d) the registrant shall file the following documents with the Manager of Compliance of the Ontario Securities Commission ("the Manager") on the following dates:

(i) on November 16, 2000, a balance sheet of the registrant reported thereon by the registrant's independent auditor without qualification as at the date of suspension, or such other date as may be agreed upon between the registrant and the Manager; and

(ii) on December 1, 2000, a comfort letter prepared by the registrant's independent auditor in accordance with section 5815 of the CICA Handbook confirming that the financial obligations of Price Warner to its clients have been discharged;

(e) in the course of transferring client accounts to a firm that is a member of the IDA, the registrant shall transfer all of the registrant's books and records necessary to record properly its business transactions and financial affairs relating to those client accounts, whether or not such books and records are kept by means of mechanical, electronic or other devices;

(f) the registrant will not:

(i) reduce its share capital in any manner, including the redemption, re-purchase or cancellation of any of its shares; or

(ii) reduce or repay any indebtedness which has been subordinated; or

(iii) directly or indirectly make any payments, including payments by way of reimbursement for services rendered, loan, advance, bonus, dividend, repayment of capital or other distribution to:

(a) any director, officer, partner or shareholder of the registrant; or

(b) any related, associated or affiliated person or company of the registrant or of any such person; or

(iv) increase its capital assets as defined pursuant to section 3060 of the CICA Handbook unless pursuant to a commitment entered into prior to July 12, 2000;

(6) pursuant to clause 127.1(2)(b) of the Act, the respondents are ordered to pay $25,000 by certified cheque to the Commission no later than Thursday, August 17, 2000.

August 3 rd , 2000.

"Howard I. Wetston"
"Morley P. Carscallen"
"J. F. Howard"

SCHEDULE "B"

[on letterhead of Price Warner]

Dear [client]:

We are writing to advise that Price Warner Securities Ltd. ("Price Warner") is proceeding with the orderly wind-up of its business and affairs.

Price Warner wishes to avoid inconveniencing you during this period of transition and so the purpose of this letter is to tell you about the two options available to you regarding your account with Price Warner:

(A) You receive your cash and securities - If you choose option 'A' on the form attached, Price Warner will deliver to you by mail to your address of record the cash and/or securities currently held in your account.

(B) We transfer your account - If you choose option 'B' on the form attached, Price Warner will transfer your account to any firm, designated by you, that is a member of the Investment Dealers Association.

Please choose your preferred option and return the attached form to Price Warner in the enclosed postage-paid envelope. Please be advised that if you nothing or if we do not receive your instructions by [date], your account will automatically be transferred to [firm].

Should you have any questions, you should feel free to call our offices in Toronto at 416-[insert telephone number].

Thank you very much.

Yours truly,

SCHEDULE "C"

RE: SETTLEMENT AGREEMENT - PRICE WARNER

Active Control Technology Inc. ("Active")

1. Active is a reporting issuer in Ontario. During the period from May 29, 1997 to March 20, 1998, Price Warner acquired approximately 1,650,000 shares of Active at a weighted average cost of $0.43 per share pursuant to certain option agreements.

2. During the period from May 14, 1997 to December 16, 1999, Price Warner sold substantially all of its shares in Active to its own clients at a weighted average price of $1.70 per share, generating a gross profit to it of approximately $2.3 million. The term "weighted average price", as referred to hereafter, is defined as the total dollar value of shares purchased by all clients, divided by the total number of shares purchased by all clients, excluding cancellations and reversals of trades. During this time, Price Warner accounted for approximately 58% of the reported trading of Active shares, while another securities dealer accounted for approximately 42% of the reported trading of Active shares.

3. Price Warner sold Active shares to its clients at a mark-up of approximately 295%, which mark-up was excessive. Active last traded on June 30, 2000 at $0.10.

AMT Fine Foods Ltd. ("AMT")

4. AMT is a reporting issuer in Ontario. During the period from February 26, 1998 to September 24, 1998, Price Warner acquired approximately 1,680,000 shares of AMT at a weighted average cost of $0.77 per share pursuant to certain option agreements.

5. During the period from February 16, 1998 to December 26, 1999, Price Warner sold substantially all its shares in AMT to its own clients. Price sold the shares at a weighted average price of $1.63 per share, generating a gross profit to it of approximately $2.2 million. During this time, Price Warner accounted for approximately 67% of the reported trading of AMT shares while another securities dealer accounted for approximately 33% of the reported trading of AMT shares.

6. Price Warner sold AMT shares to its clients at a mark-up of approximately 112%, which mark-up was excessive. AMT last traded on June 28, 2000 at $0.02.

Champion Gold Resources Inc. ("Champion")

7. Champion is a reporting issuer in Ontario. During the period from July 8, 1997 to March 4, 1999, Price Warner acquired approximately 1,150,000 shares of Champion at a weighted average cost of $0.30 per share pursuant to certain option agreements.

8. During the period from July 15, 1997 to May 31, 1999, Price Warner sold substantially all of its Champion shares to its own clients at a weighted average price of $1.47 per share, generating a gross profit to it of approximately $1.4 million. During this time, Price Warner accounted for approximately 54% of the reported trading of Champion shares, while another securities dealer accounted for approximately 42% of the reported trading of the Champion shares.

9. Price Warner sold Champion shares to its clients at a mark-up of approximately 390%, which mark-up was excessive. Champion last traded on June 13, 2000 at $0.02.

CTM Cafés Inc. ("CTM")

10. CTM is a reporting issuer in Ontario. During the period from September 11, 1998 to June 23, 1999, Price Warner acquired approximately 1,380,000 shares of CTM at a weighted average cost of $0.38 per share pursuant to certain option agreements.

11. During the period from September 11, 1998 to October 27, 1999, Price Warner sold substantially all of its CTM shares to its own clients at a weighted average price of $2.26 per share, generating a gross profit of approximately $2.7 million. During this time, Price Warner accounted for approximately 60% of the reported trading of CTM shares, while another securities dealer Limited accounted for approximately 40% of the reported trading of CTM shares.

12. Price Warner sold CTM shares to its clients at a mark-up of approximately 495%, which mark-up was excessive. CTM last traded on July 5, 2000 at $0.05.

Forsys Corporation ("Forsys")

13. Forsys is a reporting issuer in Ontario. During the period from January 10, 1997 to November 25, 1997, Price Warner acquired 2,196,607 shares of Forsys at a weighted average cost of $0.40 per share pursuant to certain option agreements.

14. During the period from December 17, 1996 to August 14, 1998, Price Warner sold substantially all of its Forsys shares to its own clients at a weighted average price of $1.66 per share, generating a gross profit of approximately $3 million. During this time, Price Warner accounted for approximately 49% of the reported trading of Forsys shares, while another securities dealer accounted for approximately 48% of the reported trading of Forsys shares.

15. Price Warner sold Forsys shares to its clients at a mark-up of approximately 315%, which mark-up was excessive. Forsys last traded on June 6, 2000 at $0.02.

Gemstar Communications Inc. ("Gemstar")

16. Gemstar is a reporting issuer in Ontario. During the period from April 8, 1996 to June 28, 1996, Price Warner acquired approximately 1,650,000 shares of Gemstar at a weighted average cost of $0.43 per share pursuant to certain option agreements.

17. During the period from March 26, 1996 to June 23, 1999, Price Warner sold substantially all of its Gemstar shares to its own clients at a weighted average price of $1.52 per share, generating a gross profit of approximately $2 million. During this material time, Price Warner accounted for approximately 23% of the reported trading of Gemstar shares, while another securities dealer accounted for approximately 42% of the reported trading of Gemstar shares.

18. Price Warner sold Gemstar shares to its clients at a mark-up of approximately 253%, which mark-up was excessive. Gemstar last traded on July 5, 2000 at $0.30.

GolfNorth Properties Inc. ("GolfNorth")

19. GolfNorth is a reporting issuer in Ontario. During the period from May 6, 1998 to May 17, 1999, Price Warner acquired 1,922,000 shares of GolfNorth at a weighted average cost of $0.34 per share.

20. During the period from March 28, 1998 to August 31, 1999, Price Warner sold substantially all of its GolfNorth shares to its own clients at a weighted average price of $2.29 per share, generating a gross profit of approximately $3.5 million. During this time, Price Warner accounted for approximately 66% of the reported trading of GolfNorth shares, while another securities dealer accounted for approximately 31% of reported trading of GolfNorth shares.

21. Price Warner sold GolfNorth shares to its clients at a mark-up of approximately 574%, which mark-up was excessive. GolfNorth last traded on July 5, 2000 at $0.30.

Infolink Technologies Ltd. ("Infolink")

22. Infolink is a reporting issuer in Ontario. During the period from September 15,1999 to December 31, 1999, Price Warner acquired 2,200,000 shares of Infolink at a weighted average cost of $0.25 per share pursuant to certain option agreements.

23. During the period from August 31, 1999 to December 31, 1999, Price Warner sold substantially all of its Infolink shares to its own clients at a weighted average price of $0.75 per share, generating a gross profit of approximately $700,000. During this time, Price Warner accounted for approximately 100% of the reported trading of Infolink shares.

24. Price Warner sold Infolink shares to its clients at a mark-up of approximately 200%, which mark-up was excessive. Infolink last traded on July 5, 2000 at $0.55.

Microlab Online Inc. ("Microlab")

25. Microlab is a reporting issuer in Ontario. During the period from July 7, 1999 to December 2, 1999, Price Warner acquired 1,600,000 shares of Microlab at a weighted average cost of $0.28 per share pursuant to certain option agreements.

26. During the period from July 7, 1999, to December 29, 1999, Price Warner sold substantially all of its Microlab shares to its own clients at a weighted average price of $1.05 per share, generating a gross profit of approximately $1 million. During this period, Price Warner accounted for approximately 81% of the reported trading of Microlab shares, while another securities dealer accounted for approximately 18% of the reported trading of Microlab shares.

27. Price Warner sold Microlab shares to its clients at a mark-up of approximately 275%, which mark-up was excessive. Microlab last traded on July 5, 2000 at $0.36.

Partner Jet Corp. ("Partner")

28. Partner is a reporting issuer in Ontario. During the period between November 28, 1997 to December 4, 1998, Price Warner acquired approximately 1,066,128 shares of Partner at a weighted average cost of $0.60 per share pursuant to certain option agreements.

29. During the period from October 21, 1997 to December 20, 1999, Price Warner sold substantially all of its Partner shares to its own clients at a weighted average price of $1.86 per share, generating a gross profit of approximately $1.5 million. During this time, Price Warner accounted for approximately 47% of the reported trading of the Partner shares, while another securities dealer accounted for approximately 53% of the reporting trading of Partner shares.

30. Price Warner sold Partner shares to its clients at a mark-up of approximately 210%, which mark-up was excessive. Partner last traded on April 11, 2000 at $0.10.

Racad Technologies Ltd. ("Racad")

31. Racad is a reporting issuer in Ontario. During the period from July 12, 1996 to June 27, 1997, Price Warner acquired approximately 2,226,000 shares of Racad at a weighted average cost of $0.41 per share pursuant to certain option agreements.

32. During the period from June 25, 1996 to a July 7, 1998, Price Warner sold substantially all of its Racad shares to its own clients at a weighted average price of $1.64 per share, generating a gross profit of approximately $2.8 million. During this time, Price Warner accounted for approximately 60% of the reported trading of Racad shares, while another securities dealer accounted for approximately 35% of the reported trading of Racad shares.

33. Price Warner sold Racad shares to its clients at a mark-up of approximately 300%, which mark-up was excessive.

34. Racad is no longer quoted or reportable on CDN . Racad last traded on July 7, 1998 at $0.10.

SFP Communications Group Inc. ("SFP")

35. SFP is a reporting issuer in Ontario. During the period from January 11, 1999 to January 19, 2000, Price Warner acquired approximately 1,760,000 of SFP at a weighted average cost of $0.62 per share pursuant to certain option agreements.

36. During the period from January 11, 1999 to December 31, 1999, Price Warner sold substantially all of its SFP shares to its own clients at a weighted average price of $1.97 per share, generating a gross profit of approximately $2.1 million. During this time, Price Warner accounted for approximately 72% of the reported trading of SFP shares, while another securities dealer accounted for approximately 28% of the reported trading of SFP shares.

37. Price Warner sold SFP shares to its clients at a mark-up of approximately 213%, which mark-up was excessive. SFP last traded on July 5, 2000 at $0.58.

Triangle Multi-Services Corporation ("Triangle")

38. Triangle is a reporting issuer in Ontario. During the period from June 13, 1996 to April 9, 1997, Price Warner acquired 1,140,000 shares of Triangle at a weighted average cost of $0.45 per share pursuant to certain option agreements.

39. During the period from April 30, 1996 to December 20, 1999, Price Warner sold substantially all of its Triangle shares to its own clients at a weighted average price of $1.43 per share, generating a gross profit of approximately $1.2 million. During this time, Price Warner accounted for approximately 47% of the reported trading of Triangle shares, while another securities dealer accounted for approximately 46% of the reported trading of Triangle shares.

40. Price Warner sold Triangle shares to its clients at a mark-up of approximately 240%, which mark-up was excessive. Triangle last traded on May 18, 2000 at $0.02.

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

AND

IN THE MATTER OF
PRICE WARNER SECURITIES LTD., IAN ROLIN AND LORNE ROLIN

AGREEMENT TO AMEND SETTLEMENT AGREEMENT DATED JULY 27, 2000

WHEREAS on July 27, 2000, the Ontario Securities Commission (the "Commission") issued a Notice of Hearing pursuant to subsection 127(1) of the Securities Act (the "Act) in respect of Price Warner Securities Ltd. ("Price Warner"), Ian Rolin and Lorne Rolin (collectively, the "Respondents");

AND WHEREAS the Respondents entered into a Settlement Agreement dated July 27, 2000 (the "Settlement Agreement") in which the Respondents agreed to a proposed settlement of the proceeding, subject to the approval of the Commission;

AND WHEREAS Staff of the Commission and the Respondents agree to amend certain terms and conditions of the Settlement Agreement as described below.

1. The terms and conditions of the Settlement Agreement are amended as follows:

(i) The Respondents consent to the making of an Order against them in the form attached as Schedule "A1", which Order replaces Schedule "A" attached to the Settlement Agreement.

(ii) Paragraph 13.2 of the Settlement Agreement is amended as follows:

"prior to 5:00 p.m. on August 11, 2000 Price Warner shall have sent to each of its clients a letter substantially in the form attached as Schedule "B1", which letter replaces Schedule "B" attached to the Settlement Agreement".

(iii) Paragraph 13.3 of the Settlement Agreement is amended as follows:

"the registration of each of Price Warner, Ian Rolin, for a period of fifteen years and Lorne Rolin, for a period of seven years, will be suspended effective 5:00 p.m. on August 11, 2000".

(iv) Paragraph 13.4(d)(i) is amended to read "on November 16, 2000" in place of the language "thirty days after the effective date of suspension".

(v) Paragraph 13.4(d)(ii) is amended to read "on December 1, 2000" in place of the language "forty-five days after the effective date of suspension".

(vi) The Respondents, Ian Rolin and Lorne Rolin, each undertake on a best efforts basis, to ensure that prior to 5:00 p.m. on August 11, 2000, Price Warner completes its obligations as set out in paragraph 13.4(c) of the Settlement Agreement. Price Warner shall transfer clients' securities and free credit balances to a firm that is a member of the Investment Dealers Association of Canada (the "IDA") prior to 5:00 p.m. on August 11, 2000.

(vii) The Respondents agree to pay the costs of, or associated with, the transfers of clients' securities and free credit balances to an IDA member firm or firms as described in sub-paragraph (vi) herein.

(viii) Paragraph 13.7 of the Settlement Agreement is amended as follows:

"the respondents will make a payment of $25,000 to the Commission by certified cheque no later than Thursday, August 17, 2000".

2. All other terms and conditions of the Settlement Agreement remain the same.

3. This Agreement may be signed in one or more counterparts which together shall constitute a binding agreement and a facsimile copy of any signature shall be as effective as an original signature.

DATED this 3 rd day of August, 2000.

PRICE WARNER SECURITIES LTD..

"IAN ROLIN"

"LORNE ROLIN"

STAFF OF THE ONTARIO SECURITIES COMMISSION

SCHEDULE "A1"