Order: In the Matter of Mega-C Power Corporation et al.

      WHEREAS on November 16, 2005, the Commission issued a Notice of Hearing pursuant to sections 127 and 127.1(1) and (2) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”), accompanied by Staff’s Statement of Allegations, in relation to the Respondents;

      AND WHEREAS Gary Usling entered into a settlement agreement dated September 16, 2009 (the “Settlement Agreement”) in which he agreed to a settlement of the proceeding commenced by the Notice of Hearing dated November 16, 2005, subject to the approval of the Commission;

      AND UPON reviewing the Settlement Agreement and Staff’s Statement of Allegations, and upon hearing submissions from counsel for Staff and the Respondent;

      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 between Gary Usling and Staff of the Commission is approved;
2. pursuant to paragraph 127(6) of the Act, Gary Usling is reprimanded; and
3. pursuant to paragraph 127(8) of the Act, Gary Usling is prohibited for two years from becoming or acting as a director or officer of a reporting issuer.

DATED at Toronto this 17^th day of September, 2009.

"David L. Knight"   David L. Knight

"Paulette L. Kennedy"   Paulette L. Kennedy