Temporary Order: In the Matter of Prosporex Investments Inc. et al.

WHEREAS it appears to the Ontario Securities Commission (the “Commission”) that:

1. The respondents are residents of Ontario;

2. None of the respondents are registered with the Commission to advise or to trade in securities;

3. The respondents are neither reporting issuers nor registrants in Ontario. None of the respondents have filed a preliminary prospectus or prospectus and the Director has not issued a receipt in respect of any of them.

4. Prosporex Investment Club Inc., Prosporex Investments Inc., Prosporex Ltd. and Prosporex FOREX SPV Trust have entered into profit sharing agreements and/or investment contracts with Ontario investors which appear to be “securities” as defined in section 1(1) of the Securities Act, R.S.O., 1990 c.S.5, as amended (the “Act”) and those Ontario investors have not had their investment capital returned (the “Prosporex Investment activity”);

5. Certain Prosporex entities referred to above, together with other respondents, are subject to a Temporary Cease Trade Order issued March 24, 2009 and continued until July 24, 2009;

6. These respondents appear to be involved in activities related to the Prosporex Investment activity and have represented to investors that they will procure the repayment of their investment capital; and

7. It appears that the activities and proposed activities of these respondents may be acts in furtherance of a trade and/or otherwise contrary to the public interest.

AND WHEREAS the Commission is of the opinion that it is in the public interest to make this order and that the time required to conclude a hearing could be prejudicial to the public interest.

AND WHEREAS by Commission Order made June 24, 2009, pursuant to subsection 3.5(3) of the Act, each of W. David Wilson, James E. A. Turner, Lawrence E. Ritchie, David L. Knight, Carol S. Perry and Patrick J. LeSage, acting alone, is authorized to make orders under section 127(5) of the Act;

      IT IS ORDERED pursuant to section 127(5) of the Act that:

(a) pursuant to clause 2 of section 127(1), all trading in securities of Prosporex Investment Club Inc., Prosporex Investments Inc., Prosporex Ltd., Prosporex Inc. and Prosporex FOREX SPV Trust and any other purported “offshore trust” associated therewith by these respondents shall cease; and

(b) pursuant to clause 3 of section 127(1), any exemptions contained in Ontario securities law do not apply to the respondents.

      IT IS FURTHER ORDERED that pursuant to section 127(6) of the Act this order shall take effect immediately and shall expire on the fifteenth day after its making unless extended by order of the Commission.

DATED at Toronto this 13^th day of July, 2009.