Order: In the Matter of David Singh et al.

WHEREAS on January 12, 1999, the Ontario Securities Commission (the "Commission")issued a notice of hearing pursuant to section 127(1) of the Securities Act (the "Act") in respect ofDavid Singh ("Singh"), Jeffrey Lipton ("Lipton"), Infinity Investment Counsel Ltd. ("InfinityInvestment Counsel") and Fortune Financial Corporation ("Fortune");

AND WHEREAS Singh, Lipton, Infinity Investment Counsel and Fortune (the"Respondents") entered into a settlement agreement dated January 12, 1999 (the "SettlementAgreement") in which they agreed to a proposed settlement of the proceeding respecting theRespondents, subject to the approval of the Commission;

AND WHEREAS Singh has agreed to provide the Commission with an Undertaking as setout in Schedule "A" to this Order;

AND UPON reviewing the Settlement Agreement and the statement of allegations of Staffof the Commission, and upon hearing submissions from counsel for the Respondents and from Staffof the Commission;

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

IT IS ORDERED THAT:

(1) the Settlement Agreement dated January 12, 1999, attached to this Order, is herebyapproved;

(2) pursuant to clause 3 of subsection 127(1) of the Act, none of the exemptionscontained in Ontario securities law shall apply to Singh for a period of 18 monthscommencing from the date of this Order except that Singh may engage in thefollowing trades:

a. trades by Singh personally and/or by 1051776 Ontario Inc. of securities ofInfinity Funds Management Inc., Fortune Financial Management Inc. andDestiny Financial Group Inc. which are incidental to the restructuring referredto in paragraph 41 of the Settlement Agreement dated January 12, 1999;

b. the sale of any securities held in Singh's Registered Retirement Savings Planas of the date of this Order; and

c. the purchase and redemption of mutual fund securities for Singh's ownaccount;

(3) Singh will provide an undertaking to the Commission as set out in Schedule "A" tothis Order;

(4) pursuant to clause 6 of subsection 127(1) of the Act, Singh is hereby reprimanded;

(5) Singh will, within sixty days of this Order, make a payment of $50,000 to be appliedto a cause benefitting investor education to be determined by the Commission;

(6) pursuant to clause 1 of subsection 127(1) of the Act, the registration granted toLipton under Ontario securities law is suspended for a period of 3 monthscommencing on April 1, 1999;

(7) pursuant to clause 6 of subsection 127(1) of the Act, Infinity Investment Counselis hereby reprimanded;

(8) the board of directors of Infinity Investment Counsel will, within 30 days of thisOrder, be comprised of a majority of directors who are independent from andunrelated to Infinity Investment Counsel, Fortune and their related entities;

(9) Infinity Investment Counsel will devise and implement a policy regarding conflictsof interest as follows:

(i) the independent directors of Infinity Investment Counsel will form acommittee to devise a policy regarding conflicts of interest such policy tobe prepared on or before April 1, 1999;

(ii) an independent adviser will be retained by and on behalf of the Commissionat the expense of Infinity Investment Counsel to review the conflicts ofinterest policy devised by the committee of independent directors of InfinityInvestment Counsel; and

(iii) Infinity Investment Counsel will implement the conflicts of interest policydevised as set out above once its terms are acceptable to Staff of theCommission; and

(10) pursuant to clause 6 of subsection 127(1) of the Act, Fortune is herebyreprimanded.

DATED at Toronto this 19th day of January, 1999.

"R. Stephen Paddon"     "J. A. Geller"       "Derk Brown"