Proceedings

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

- AND -

IN THE MATTER OF NEW LIFE CAPITAL CORP.,
NEW LIFE CAPITAL INVESTMENTS INC., NEW LIFE CAPITAL
ADVANTAGE INC., NEW LIFE CAPITAL STRATEGIES INC.,
1660690 ONTARIO LTD., L. JEFFREY POGACHAR,
PAOLA LOMBARDI AND ALAN S. PRICE

VARIATION OF TEMPORARY ORDER
Section 127, 144



      WHEREAS the Ontario Securities Commission issued a temporary cease trade order on August 6, 2008 in respect of all of the respondents (the “Temporary Order”);

      AND WHEREAS the individual respondents, Pogachar, Lombardi and Price have requested an exception to the Commission’s August 6, 2008 Order to permit them to acquire or sell any fixed income security, any mutual fund or any security listed on any stock exchange in their own personal accounts;

      AND WHEREAS the requested trading in the individual respondents’ personal accounts does not concern New Life or any of its activities;

      AND WHEREAS a hearing in this matter has been scheduled for August 21, 2008;

      AND WHEREAS in the Commission’s opinion this Order will not be prejudicial to the public interest;

      AND WHEREAS by Commission Order dated April 1, 2008 pursuant to section 3.5(3) of the Securities Act, R.S.O. 1990, c. S.5 as amended (the “Act”), any one of W. David Wilson, James E. A. Turner, Lawrence E. Ritchie, Paul K. Bates or David L. Knight, acting alone, is authorized to make orders pursuant to section 127 of the Act;

      IT IS ORDERED pursuant to sections 127 and 144 of the Act that the Temporary Order is varied as follows:
(i) Pogachar, Lombardi and Price may each hold one account to trade securities;

(ii) each account must be held with a registered dealer to whom this Order and any preceding Orders in this matter must be given at the time of opening the account or before any trading occurs in the account;

(iii) the only securities that may be traded in each account are: (a) those listed and posted for trading on the TSX, TSX Venture Exchange, Bourse de Montreal or New York Stock Exchange; (b) those issued by a mutual fund which is a reporting issuer; or (c) a fixed income security.
      IT IS FURTHER ORDERED pursuant to section 127 of the Act that the Temporary Order is continued in its terms, apart from the variation set out above, until the hearing of this matter scheduled for August 21, 2008.

      DATED at Toronto this 15th day of August, 2008.


“David Wilson”