Amended Notice of Hearing: In the Matter of Mega-C Power Corporation et al.

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

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IN THE MATTER OF MEGA-C POWER CORPORATION, RENE PARDO,
GARY USLING, LEWIS TAYLOR SR., LEWIS TAYLOR JR., JARED TAYLOR,
COLIN TAYLOR and 1248136 ONTARIO LIMITED

AMENDED NOTICE OF HEARING
(Section 127)

TAKE NOTICE that the Ontario Securities Commission (the “Commission”) will hold a hearing pursuant to sections 127 and 127.1 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”), at the offices of the Commission, 20 Queen Street West, 17 th floor, Toronto, Ontario, in the Large Hearing Room on October 29, 2007, at 10:00 a.m. or as soon thereafter as the matter may be heard.

TO CONSIDER whether, pursuant to sections 127(1) and 127.1 of the Act, it is in the public interest for the Commission to make an order:

(a) under clause 2 of s. 127(1) of the Act, that trading in securities by the Respondents cease permanently or for such other period as specified by the Commission;

(b) under clause 3 of s. 127(1) of the Act, that any exemptions contained in Ontario securities law do not apply to the Respondents permanently or for such a period as the Commission may order;

(c) under clause 6 of s. 127(1) of the Act, that the Respondents be reprimanded;

(d) under clause 7 of s. 127(1) of the Act, that any of the Respondents who are acting directors or officers of any issuer resign one or more positions that they may hold as a director or officer of an issuer;

(e) under clause 8 of s. 127(1) of the Act, that the Respondents are prohibited from becoming or acting as director or officer of any issuer;

(f) under clause 10 of s. 127(1) of the Act, that the Respondents disgorge to the Commission any amounts obtained as a result of non-compliance with Ontario securities law;

(g) under s. 127.1 of the Act, that the Respondents pay the costs of Staff’s investigation and the costs of, or related to, the proceeding that are incurred by or on behalf of the Commission; and

(h) such further orders as the Commission considers appropriate.

BY REASONOF the allegations set out in the Statement of Allegations, and such additional allegations as counsel may advise and the Commission may permit;

AND FURTHER TAKE NOTICE that any party to the proceeding dated November 16 th, 2005 may be represented by counsel;

AND FURTHER TAKE NOTICE that in the event that the Commission determines that any of the named Respondents have not complied with Ontario securities law, Staff may request the Commission to consider whether, in the opinion of the Commission, an application should be made to the Superior Court of Justice for a declaration pursuant to section 128(1) of the Act that such Respondents have not complied with Ontario securities law, and that if such declaration be made, the Superior court of Justice make such orders pursuant to section 128(3) of the Act as it considers appropriate.

AND FURTHER TAKE 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 6 th day of February, 2007.

TO:

David Hausman
Fasken Martineau DuMoulin LLP
4200 TD Bank Tower
Toronto Dominion Centre
Toronto, Ontario
M5K 1N6

Counsel for Mega-C Power Corporation

AND TO :

Nigel Campbell
Blake, Cassels & Graydon LLP
199 Bay Street
Suite 2300
Toronto, Ontario
M5L 1A9

Counsel for Rene Pardo

AND TO :

Steven Sofer
Gowling Lafleur Henderson LLP
1 First Canadian Place
Suite 1600
Toronto, Ontario
M5X 1G5

Counsel for Gary Usling

AND TO :

Brian H. Greenspan
Greenspan Humphrey Lavine
15 Bedford Road
Toronto, Ontario
M5R 2J7

Counsel for Lewis Taylor, Sr. and Lewis Taylor, Jr.

AND TO :

Fred A. Platt
Barrister and Solicitor
151 Yonge Street
Suite 1500
Toronto, Ontario
M5C 2W7

Counsel for Jared Taylor, Colin Taylor and 1248136 Ontario Limited