A L B E R T A S E C U R I T I E S C O M M I S S I O N (the Commission ) IN THE MATTER OF the Securities Act S.A c. S-6.1, as amended (the "Act")

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1 E00124 I00912 I00578 A L B E R T A S E C U R I T I E S C O M M I S S I O N (the Commission IN THE MATTER OF the Securities Act S.A c. S-6.1, as amended (the "Act" - and - IN THE MATTER OF Protocol Holdings (Alberta Inc. Protocol Properties (Alberta Inc., Constance Wyder and Frederick Wyder (the "Respondents" S E T T L E M E N T A G R E E M E N T and U N D E R T A K I N G 1. INTRODUCTION: 1.1 The Staff of the Commission (the "Staff" conducted an investigation between August 17, 1998, and July 27, 1999, into allegations that the Respondents had breached the requirements of the Act or rules pursuant to the Act (the "Rules"; and 1.2 the Respondents and the Staff have agreed to resolve the alleged breaches of the Act and Rules on the terms and conditions set out herein. 2. AGREED STATEMENT OF FACTS The Respondents Protocol Holdings (Alberta Inc. ("PHI" 2.1 PHI, a private company as defined under the Act, was incorporated in Alberta on November 20, ( ASCS 3565, #9/37

2 At all material times: Robert Bosetti, Lori Couturier, Milton Davies, Cheryl Pfannmuller and Constance Wyder were the directors of PHI and Frederick Wyder and Constance Wyder were the PHI shareholders; and Constance Wyder was the president and secretary-treasurer of PHI. 2.3 PHI currently has no assets or income. Protocol Properties (Alberta Inc. ("PPI" 2.4 PPI, a private company as defined under the Act, was incorporated in Alberta on November 29, At all material times: Jacob Brouwer, Cyril Thorseth, Constance Wyder and Frederick Wyder were the PPI directors and Constance Wyder and Frederick Wyder were the PPI voting shareholders; Frederick Wyder was the president of PPI; and Constance Wyder was the secretary of PPI. 2.6 PPI currently has no assets or income. The Respondents' Activities 2.7 Between December 1, 1994, and December 31, 1996, $272,000 was raised from 71 Alberta resident investors through the sale of PHI shares (the "PHI Proceeds". 2.8 Between December 1, 1994, and January 31, 1997, $229,000 was raised from 66 Alberta resident investors through the sale of PPI shares (the "PPI Proceeds".

3 The PHI Proceeds and the PPI Proceeds were spent in the following manner: the payment of salaries to the individual respondents, Constance Wyder and Frederick Wyder, $207,491; the payment of personal expenses related to the individual respondents, Constance Wyder and Frederick Wyder, in lieu of salary payments, $163,696; the payment of auto expenses related to the individual respondents, Constance Wyder and Frederick Wyder, $29,104; the purchase of securities by PHI which resulted in a net loss of $7,529; and the balance of the PHI Proceeds and PPI Proceeds were expended as business expenses The sale of the PHI and PPI shares by the Respondents constituted trades and distributions of securities without the Respondents being registered, as required by subsection 54(1 of the Act; for which no prospectus was filed, as required by subsection 81(1 of the Act; and for which no exemptions from prospectus or registration requirements were available; 2.11 A letter dated September 10, 1996, and signed by Constance Wyder as secretary-treasurer of PHI, regarding shares of PHI contains: representations to potential investors, without the written permission of the Executive Director of the Commission (the "Executive Director", that the security would be listed on an exchange; and

4 undertakings relating to the future value or price of the PHI shares contrary to subsection 70(3 of the Act The individual Respondents acquiesced in, or ought to have known of, the trading and distribution of securities as described in paragraphs 2.7 and 2.8 above and thereby acted contrary to subsections 54(1 and 81(1 of the Act, the Rules and the public interest The Respondent Constance Wyder acted contrary to subsection 70(3 of the Act, the Rules and the public interest by making the representations as described in paragraph Factors Relevant to Sanction 2.14 The Respondents have not been previously sanctioned by the Commission for any breaches of the Act or the Rules The Respondent Constance Wyder has co-operated with Staff throughout the investigation and enforcement of this matter The Respondent Frederick Wyder attempted to mislead Staff during the investigation of this matter by informing the Commission, by a letter dated August 15, 1997, that the Respondent PPI had not, nor was not, distributing securities in Alberta. 3. SETTLEMENT TERMS: 3.1 The Respondents, PHI and PPI, undertake to the Executive Director not to trade in any securities and not to use any of the exemptions contained in the Act or the Rules until an order of the Commission authorizing such trading or the use of such exemptions is obtained. 3.2 The Respondents Constance Wyder and Frederick Wyder undertake to the

5 -5- Executive Director: not to trade in securities and not to use any of the exemptions contained in the Act or the Rules until a period of five (5 years from the date of the signing of this agreement by the Director, Enforcement has elapsed; and to resign any positions that they hold as a director or officer or both of any reporting issuer and not to act as a director or officer or both of any reporting issuer until: they have successfully completed a course of study satisfactory to the Executive Director concerning the duties and responsibility of directors and officers and provided written confirmation thereof to the Executive Director; and a period of five (5 years from the date of the signing of this agreement by the Director, Enforcement has elapsed. 3.3 Furthermore, the Respondents: undertake to the Executive Director to comply diligently with the Act and the Rules in the future; agree to pay $750 apportioned as follows: $250 from the Respondent Constance Wyder; and $500 from the Respondent Frederick Wyder; to help defray the costs of Staff s investigation of this matter; agree to waive any right that they may have under the Act, or otherwise, to a hearing, review, judicial review or appeal of the matters referred to herein; and

6 acknowledge that this settlement agreement and undertaking will remain on file and may be referred to in any future enforcement matters. 3.3 This settlement agreement and undertaking resolves all matters involving the Respondents regarding their involvement in the trading and distribution of securities as described in paragraphs 2.10 and 2.11 above, contrary to subsections 54(1, 70(3 and 81(1 of the Act, the rules pursuant to the Act and the public interest; and 3.4 Staff will not initiate any proceedings before the Commission regarding the Respondent involving this matter. 3.5 This Settlement Agreement and Undertaking may be signed in counterpart. Dated at Vancouver, BC this 1 st day of August 2000 Protocol Properties (Alberta Inc. Per: C. (Pearce Wyder Per: Frederick Wyder Dated at Vancouver, BC this 1 st day of August, 2000 Protocol Holdings (Alberta Inc. Per: C. Wyder Per: Frederick Wyder

7 -7- Signed by Constance Wyder at Vancouver, BC this 1 st day of, August 2000 in the presence of: Aug 1/00 Witness Richard Hutcheson ( Constance Wyder Signed by Fredrick Wyder at Whiterock,BC this 3 rd day of August 2000 in the presence of: Witness Anne Lotter Frederick Wyder Bc Dk Dated at CALGARY, ALBERTA this 12 day of September, 2000 ALBERTA SECURITIES COMMISSION Gary Cornfield Director, Enforcement

8 -8- AFFIDAVIT OF EXECUTION I, Anne Lotter, Secretary, of White Rock, British Columbia SWEAR THAT: (occupation 4. I was present and saw Frederick Wyder sign the attached document 5. The document was executed at White Rock, British Columbia 6. I know Frederick Wyder and believe that this individual is at least eighteen (18 years of age. SWORN BEFORE ME at White Rock, British Columbia this 3 rd day of August, 2000 Original Signed A Commission for Oaths in and for the Province of British Columbia Jerry P.J. Huot Notary Public 1518 George Street White Rock, BC V4B 4A5 Ph: (

9 -9- AFFIDAVIT OF EXECUTION I, Richard Hutcheson, Restarauteur, of Vancouver, British Columbia SWEAR THAT: (occupation 7. I was present and saw Constance Wyder sign the attached document 8. The document was executed at 4:55, Aug. 1/ I know Constance Wyder and believe that this individual is at least eighteen (18 years of age. SWORN BEFORE ME at, this day of, 2000 A Commission for Oaths in and for the Province of