Proceedings

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IN THE MATTER OF THE SECURITIES ACT

R.S.O. 1990, c. S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF

BRAD ALLES, ATCAN INVESTMENTS (1998) INC., SUSAN BERGER,

NORM BOLEN, KATHLEEN BROWN, ANDREW CALLUM,

PENNY COLLENETTE, HEATHER CONWAY, KIERAN CORRIGAN,

PIERRE DESROCHES, JANET EASTWOOD, CHRISTINE ELTON, HAROLD GORDON, ANTHONY GRIFFITHS, ELLIS JACOB, JAZWOOD LTD., ALLEN KARP, DAVID KASSIE, NELSON KUO-LEE, DOUG KNIGHT, PAUL LABERGE, VICTOR LOEWY, TONY LONG, MICHAEL MACMILLAN, XAVIER MARCHAND, JUDSON MARTIN, SEATON MCLEAN, RITA MIDDLETON, MARGOT NORTHEY, STEVEN ORD, BARRY REITER, EDWARD RILEY, LEONARD ROSMAN, JOHN ROSS,

JAMES SHERRY, DONALD SOBEY, STAMPCO HOLDINGS INC.,

ANNEMARIE SULATYCKY, PETER SUSSMAN, PATRICE THEROUX, EDWARD WAITZER, ANDREA WOOD AND PHYLLIS YAFFE

TEMPORARY ORDER

(Paragraph 127(1)2 and Subsection 127(5))

      WHEREAS Alliance Atlantis Communications Inc. ("Alliance") is a reporting issuer in the Province of Ontario.

      AND WHEREAS each of Brad Alles, Atcan Investments (1998) Inc., Susan Berger, Norm Bolen, Kathleen Brown, Andrew Callum, Penny Collenette, Heather Conway, Kieran Corrigan, Pierre DesRoches, Janet Eastwood, Christine Elton, Harold Gordon, Anthony Griffiths, Ellis Jacob, Jazwood Ltd., Allen Karp, David Kassie, Nelson Kuo-Lee, Doug Knight, Paul Laberge, Victor Loewy, Tony Long, Michael MacMillan, Xavier Marchand, Judson Martin, Seaton McLean, Rita Middleton, Margot Northey, Steven Ord, Barry Reiter, Edward Riley, Leonard Rosman, John Ross, James Sherry, Donald Sobey, Stampco Holdings Inc., Annemarie Sulatycky, Peter Sussman, Patrice Theroux, Edward Waitzer, Andrea Wood, Phyllis Yaffe (individually, a "Respondent" and collectively, the "Respondents") is, or was, at some time since the end of the period covered by the last financial statements filed by Alliance, a director, officer or insider of Alliance and during that time had, or may have had, access to material information with respect to Alliance that has not been generally disclosed.

      AND WHEREAS Alliance failed to file its audited annual statements for the year ended December 31, 2003 and interim statements for the three-month period ended March 31, 2004 as required under Ontario securities law and has not filed such statements as of the date of the order.

      AND WHEREAS the Director is of the opinion that it is in the public interest that the Respondents cease trading in the securities of Alliance;

      AND WHEREAS the Director is of the opinion that the length of time required to conclude a hearing could be prejudicial to the public interest;

      IT IS ORDERED under paragraph 2 of subsection 127(1) and subsection 127(5) of the Act that, effective immediately, all direct or indirect trading by the Respondents in the securities of Alliance cease for a period of 15 days from the date of this order;

DATED at Toronto, this 20th day of May, 2004.

Ontario Securities Commission

"John Hughes"

John Hughes