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
XI BIOFUELS INC., BIOMAXX SYSTEMS INC., XIIVA HOLDINGS INC. CARRYING
ON BUSINESS AS XIIVA HOLDINGS INC., XI ENERGY COMPANY, XI ENERGY
AND XI BIOFUELS, RONALD CROWE AND VERNON SMITH

NOTICE OF HEARING
(Sections 127 and 127.1)



      TAKE NOTICE THAT the Ontario Securities Commission (the "Commission") will hold a hearing pursuant to sections 127 and 127.1 of the Ontario Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”) at the offices of the Commission at 20 Queen Street West, 17th Floor Hearing Room on Tuesday, October 21, 2008 at 10 a.m., or as soon thereafter as the hearing can be held, to consider:
(i) whether, in the opinion of the Commission, it is in the public interest, pursuant to ss. 127 and 127.1 of the Act to order that:
(a) trading in any securities by XI Biofuels Inc. (“XI Biofuels”), Biomaxx Systems Inc. (“Biomaxx”), Ronald Crowe (“Crowe”), Vernon Smith (“Smith”) and Xiiva Holdings Inc. carrying on business as Xiiva Holdings Inc., XI Energy Company, XI Energy and XI Biofuels (“Xiiva”) (collectively the “Respondents”) cease permanently or for such period as is specified by the Commission;

(b) the acquisition of any securities by the Respondents is prohibited permanently or for such other period as is specified by the Commission;

(c) any exemptions contained in Ontario securities law do not apply to the Respondents permanently or for such period as is specified by the Commission;

(d) the Respondents be reprimanded;

(e) Crowe and Smith (collectively the “Individual Respondents”) resign one or more positions that they hold as a director or officer of any issuer, registrant or investment fund manager;

(f) the Individual Respondents be prohibited from becoming or acting as a director or officer of any issuer, a registrant or investment fund manager;

(g) the Respondents be prohibited from becoming or acting as a registrant, as an investment fund manager or as a promoter;

(h) the Respondents each pay an administrative penalty of not more than $1 million for each failure by that respondent to comply with Ontario securities law;

(i) each of the Respondents disgorge to the Commission any amounts obtained as a result of non-compliance by that respondent with Ontario securities law; and,

(j) the Respondents be ordered to pay the costs of the Commission investigation and the hearing;
(ii) whether to make such further orders as the Commission considers appropriate.
      BY REASON OF the allegations as set out in the Statement of Allegations of Staff of the Commission dated October 16, 2008 and such additional allegations as counsel may advise and the Commission may permit;

      AND BY REASON OF the evidence filed with the Commission and the testimony heard by the Commission;

      AND TAKE FURTHER NOTICE that any party to the proceedings may be represented by counsel at the hearing;

      AND TAKE FURTHER NOTICE that upon failure of any party to attend at the time and place aforesaid, the hearing may proceed in the absence of that party and such party is not entitled to any further notice of the proceedings.

      DATED at Toronto this 16th day of October, 2008

“John Stevenson”
John Stevenson
                Secretary to the Commission



XI BIOFUELS INC., BIOMAXX SYSTEMS INC., XIIVA HOLDINGS INC. CARRYING
ON BUSINESS AS XIIVA HOLDINGS INC., XI ENERGY COMPANY, XI ENERGY
AND XI BIOFUELS, RONALD CROWE AND VERNON SMITH


TO:           XI Biofuels Inc.

AND TO:    Biomaxx Systems Inc.

AND TO:    Xiiva Holdings Inc.

AND TO:    Ronald Crowe

AND TO:    Vernon Smith