Order: In the Matter of Matthew Scott Sinclair

      WHEREAS on June 16, 2008, the Ontario Securities Commission (the “Commission”) issued a Notice of Hearing and related Statement of Allegations (the “Notice of Hearing”) against Matthew Scott Sinclair (the “Respondent” or “Sinclair”);

      AND WHEREAS the Respondent has entered into a settlement agreement with Staff of the Commission dated April 2 , 2009 (the “Settlement Agreement”) in relation to the matters set out in the Notice of Hearing;

      UPON reviewing the Notice of Hearing and Settlement Agreement, and upon hearing submissions from counsel for Sinclair and for 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 HEREBY ORDERED that: (a) the Settlement Agreement is approved;

(b) Sinclair is reprimanded by the Commission;

(c) Sinclair is prohibited from becoming or acting as an officer or director of a reporting issuer until the later of (a) ten (10) years from the date of approval of the Settlement Agreement and (b) the date he completes a course acceptable to Staff regarding the duties of directors and officers of reporting issuers;

(d) Sinclair cease trading in securities for a period of ten (10) years, with the exception that Sinclair be permitted to trade in securities within a single account for a registered retirement savings plan (as defined in the Income Tax Act (Canada)) in which he has sole legal and beneficial ownership and interest, provided that:

(i) the securities are listed and posted for trading on the Toronto Stock Exchange, the New York Stock Exchange or NASDAQ (or their successor exchanges) or are issued by a mutual fund which is a reporting issuer;

(ii) Sinclair does not own legally or beneficially more than one percent of the outstanding securities of the class or series of the class in question; and

(iii) Sinclair must carry out any permitted trading through a registered dealer and through one account opened in his name only and must close any other accounts;

(e) any exemptions contained in Ontario securities law do not apply to Sinclair for a period of ten (10) years, except for any exemptions necessary to allow the trading in securities permitted in paragraph (d) above;

(f) any registration granted to Sinclair under Ontario securities law be terminated;

(g) Sinclair resign all positions he holds as a director or officer of a registrant;

(h) Sinclair be prohibited from becoming or acting as a director, officer or employee of a registrant permanently;

(i) Sinclair pay the sum of $15,000 towards Staff’s costs relating to the investigation and hearing of this matter;

(j) Sinclair not be reimbursed for, or receive a contribution toward, any payment ordered above from any other person or company

Dated at Toronto this 3^rd day of April, 2009.

“Wendell S. Wigle” Wendell S. Wigle, Q.C.

“Suresh Thakrar” Suresh Thakrar