Order: In the Matter of Fulcrum Financial Group Inc. et al.

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

AND  

FULCRUM FINANCIAL GROUP INC., SECURED LIFE VENTURES INC.,
ZEPHYR ALTERNATIVE POWER INC., TROY VAN DYK, WILLIAM L. ROGERS
LESZEK DZIADECKI, WERNER REINDORF
and REINDORF INVESTMENTS INC.

ORDER
(Sections 127 and 127.1)

    WHEREAS on March 1, 2006, the Ontario Securities Commission issued a Notice of Hearing pursuant to sections 127 and 127.1 of the Securities Act (the "Act") in respect of Leszek Dziadecki (“ Dziadecki ”);

    AND WHEREAS Dziadecki entered into a Settlement Agreement with Staff of the Commission dated March 1, 2006 (the "Settlement Agreement") in which it agreed to a proposed settlement of the proceeding commenced by the Notice of Hearing, subject to the approval of the Commission;

    AND WHEREAS Dziadecki has made undertakings to Staff of the Commission as described in the Settlement Agreement;

    AND UPON reviewing the Settlement Agreement and the Notice of Hearing and Amended Statement of Allegations of Staff of the Commission, and upon hearing submissions from counsel for Dziadecki and from Staff of the Commission;

    AND WHEREAS the Commission is of the opinion that it is in the public interest to approve the Settlement Agreement, attached hereto as Schedule “A”;

    IT IS HEREBY ORDERED THAT

IT IS FURTHER ORDERED pursuant to s.3.4(2)(b) of the Act, that any money received by the Commission pursuant to this Order, other than as payment of costs, is hereby allocated to or for the benefit of such third parties as may be determined in accordance with the Settlement Agreement, Staff’s settlement agreement with Zephyr Alternative Power Inc. and the rescission protocol accompanying it, or otherwise as may be determined by the Commission.

    DATED at Toronto this 6 th day of March, 2006