Securities Law & Instruments

INTHE MATTER OF

THESECURITIES ACT

R.S.O.1990, c. S.5, as amended


AND


INTHE MATTER OF

ROGERARNOLD DENT

ORDER

WHEREASon December 17, 2001, the Ontario Securities Commission (the"Commission") issued a Notice of Hearing pursuant to sections127(1) and 127.1 of the Securities Act, R.S.O. 1990 c. S.5,as amended (the "Act") in respect of Roger Arnold Dent ("Dent");

ANDWHEREAS Dent entered into a settlement agreement datedDecember 17, 2001 (the "Settlement Agreement") in which it agreedto a proposed settlement of the proceeding, subject to the approvalof the Commission;

ANDUPON reviewing the Settlement Agreement and the Statementof Allegations of Staff of the Commission ("Staff"), and uponhearing submissions from counsel for Dent and from Staff;

ANDWHEREAS the Commission is of the opinion that it is inthe public interest to make this Order;

ITIS HEREBY ORDERED THAT:

1.the Settlement Agreement dated December 17, 2001, attached tothis Order, is hereby approved;

2.pursuant to subsection 127(1)(6) of the Act, Dent is hereby reprimanded;and

3.pursuant to subsection 127.1(2)(b) of the Act, at the time ofapproval of this settlement, Dent is ordered to pay $10,000 tothe Commission in respect of a portion of the Commission's costswith respect to this matter.

December19, 2001.

"HowardWestson"         "MT McLeod"       "Derek Brown"

INTHE MATTER OF THE SECURITIES ACT

R.S.O.1990, c. S.5, AS AMENDED

AND

INTHE MATTER OF

ROGERARNOLD DENT

SETTLEMENTAGREEMENT


I.INTRODUCTION

1. ByNotice of Hearing dated December 17, 2001 (the "Notice of Hearing"),the Ontario Securities Commission (the "Commission") announcedthat it proposed to hold a hearing to consider whether, pursuantto sections 127(1) and 127.1 of the Securities Act, R.S.O. 1990,c. S.5, as amended (the "Act"), it is in the public interest forthe Commission:

(a)to make an order approving the proposed settlement entered intobetween Staff of the Commission ("Staff") and Roger Arnold Dent("Dent") of this proceeding, pursuant to sections 127 and 127.1of the Act, which approval will be sought jointly by Staff andDent;

(b) to make an orderthat the respondent Dent be reprimanded; and

(c)to make an order that the respondent Dent pay costs to the Commission.

II.JOINT SETTLEMENT RECOMMENDATION

2. Staffagree to recommend settlement of the proceeding initiated in respectof the respondent Dent by the Notice of Hearing in accordancewith the terms and conditions set out below. Dent consents tothe making of an order against him in the form attached as Schedule"A" on the basis of the facts set out below.

III.STATEMENT OF FACTS

ACKNOWLEDGEMENT

3.Solely for the purpose of this proceeding, Dent agrees with thefacts as set out in this Part III.

FACTS

YORKTONSECURITIES INC.

4.Yorkton Securities Inc. ("Yorkton") is registered as, among otherthings, a broker and investment dealer under the Act and is amember of, among other things, the Toronto Stock Exchange (the"TSE") and the Investment Dealers Association of Canada (the "IDA").Yorkton is an employee-owned firm with over 600 employees. Yorktonis a wholly-owned subsidiary of Yorkton Financial Inc.

5.Dent has been registered since September 1998 as a trading officerand director with the title of Vice-Chairman, Executive Vice-Presidentand Director of Research of Yorkton. Dent was registered as atrading officer with the title of Vice-President and Directorfrom March 19, 1997 to March 9, 1998, and as Executive Vice-Presidentfrom March 9, 1998 to September 8, 1998.

6.The conduct of Dent that is the subject matter of this SettlementAgreement occurred prior to February 2001 (the "Material Time").

GTRGROUP INC.

7. GTRGroup Inc. ("GTR") was the continuing company formed through thereverse take-over (the "RTO") by Games Trader Inc. ("GTI") ofthe listed "shell" then known as Xencet Investments Inc. ("Xencet")in October 1998 and the concurrent exchange of securities withshareholders of 1308129 Ontario Inc. ("1308129"). Effective September5, 2001, GTR changed its name to Mad Catz Interactive Inc. Duringthe Material Time GTR was a reporting issuer in British Columbia,Alberta and Ontario and its common shares were listed and postedfor trading on the TSE under the symbol GTR.

8.During the Material Time GTR carried on business through two operatingsubsidiaries. Through the first of those subsidiaries (which carriedon business under the name "Games Trader"), GTR was a supplierof video games to mass merchant and specialty retailers in theUnited States and Canada, with its principal business activitybeing the sourcing, refurbishing, repackaging and distributionof previously played video game software. Through the second ofthose subsidiaries, GTR designed, developed, manufactured (throughthird parties) and marketed interactive video game control devicesand accessories.

9.GTI was, until it was taken public through the RTO, a closely-heldcompany that carried on the business later operated under the"Games Trader" name.

1.Investments by Yorkton Group in GTI

10.In March 1997, Capital Canada Limited ("CCL") made a presentationto representatives of Yorkton concerning an opportunity to participatein the acquisition and financing of GTI. In this presentation,CCL expressed the view that individuals at Yorkton should acquireshares in GTI as a sign of their good faith.

11.In response to this presentation, ultimately Yorkton acquired250,000 common shares, representing approximately 6% of the outstandingcommon shares of GTI. Yorkton then transferred for value thoseshares to various persons and entities including Dent and otherYorkton personnel (collectively, the "Yorkton Group").

2.Xencet

12.Xencet was incorporated in 1993 as a "junior capital pool" underthe name Patch Ventures Inc. ("Patch"). In 1994, Patch acquiredall of the issued and outstanding shares of Legacy ManufacturingCorporation pursuant to a reverse take-over, following which thename of the company was changed to Legacy Storage Systems InternationalInc. ("Legacy"). In 1995, Legacy's shares were listed and postedfor trading on the TSE.

13.Since 1995, Yorkton has regularly acted as underwriter and financialadvisor for Xencet and its predecessor companies and was alsoa security holder. In particular, Yorkton was the underwriterin respect of two special warrant offerings of Legacy completedin May 1995 and December 1995, and the underwriter in respectof the unit offering of Legacy completed in March 1996. Yorktonalso acted as financial advisor to Legacy in connection with theacquisition by Legacy of shares and assets of Rexon Inc., completedin March 1996. Legacy subsequently changed its name to TecmarTechnologies International Inc. in December 1996. In January 1998,its name again was changed to Xencet Investments Inc. ("Xencet")in connection with the proposed sale of the last of its operatingbusinesses.

14.Upon completion of the sale of the last of Xencet's operatingbusinesses, in mid-February 1998, Xencet had no significant operations.It held cash and cash equivalents in excess of $7.5 million. Itsonly other asset was a listing on the TSE. To preserve this listing,the TSE required that Xencet enter into a legally binding agreementby August 18, 1998 to acquire an operating business that, if completed,would result in Xencet meeting the original listing requirementsof the TSE. Failing that, the shares of Xencet would be de-listed.

3.Xencet and GTI RTO

15.In March 1998, employees of Yorkton reviewed possible mergeror RTO candidates and reported the results of the review tothe Xencet Board.

16.Through 1997 and into 1998, representatives of GTI met withYorkton's employees, on various occasions to discuss the timingof an initial public offering of GTI and the company's financingrequirements. As described below, in March 1998 and the monthsthat followed, certain Yorkton senior officers and investmentbankers were acting as financial advisors to GTI.

17.On or about April 16, 1998, Dent, along with certain Yorktonemployees met with the President of GTI for a general businessupdate on GTI. Yorkton's Vice-President and Director of InvestmentBanking for the Media, Entertainment & Leisure Group arrangedfor the GTI President to give a presentation to the then Presidentof Yorkton, on or about April 24, 1998.

18.At the meeting on April 24, 1998, GTI was advised of a TSE-listedcompany that was looking for merger or acquisition candidates.Shortly after this meeting, discussions ensued concerning apossible transaction, and the identity of Xencet was disclosedto GTI.

19.During April and May 1998, GTI was in discussions with Movies& Games 4 Sale, L.P. ("M4S"), a Dallas-based private limitedpartnership engaged in the same type of business as GTI, withrespect to the possible combination of the businesses of GTIand M4S.

20.In early May, Xencet and GTI negotiated the share exchange ratioin respect of the three businesses, such that Xencet, GTI andM4S were agreed to be valued as one-third interests of the proposedbusiness combination.

21.On or about June 12, 1998, it was determined by the interestedparties that the proposed merger/RTO would no longer includeM4S as a party to the transaction.

22.On or about June 16, 1998, Xencet and GTI reached an agreementin respect of the share exchange ratio for the proposed RTOof GTI and Xencet. The parties agreed to a 50/50 share exchangeratio. The share exchange ratio agreed to by the parties wasnot publicly announced at this time. The information concerningthe share exchange ratio agreed to by Xencet and GTI was availableto Dent in or about mid-June 1998 by virtue of his role. OnFriday, June 19, 1998, Xencet and GTI also entered into a confidentialityagreement, and began to exchange information under that agreementon Monday, June 22, 1998.

23.In order to proceed with the proposed RTO, GTI also approachedthe shareholders of GTI and requested that the original shareholders(which included Dent and two other senior officers of Yorkton)purchase shares from the founder of GTI.

24.On June 30, 1998, Dent and certain of his relatives purchased30,990 shares of GTI.

25.On July 31, 1998, Xencet and GTI entered into an acquisitionagreement (the "Acquisition Agreement"), as amended and restatedon August 20, 1998, providing for the acquisition of all theissued and outstanding common shares of GTI, pursuant to securitiesexchange agreements to be entered into with the holders of GTIcommon shares in exchange for units of Xencet comprised of commonshares and a fractional number of common share purchase warrants.

26.The RTO transaction was publicly announced by Xencet on August26, 1998, which announcement included disclosure to the shareexchange ratio agreed to by Xencet and GTI, as reflected in theAcquisition Agreement, as amended and restated on August 20, 1998.The RTO was completed by October 30, 1998, and the name of thecompany was changed to Games Traders Inc. ("GTR") as of November11, 1998. Following the RTO, the common shares of Xencet/GTR tradedon the TSE at prices substantially above the price of the GTIshares purchased by Dent on June 30, 1998.

BOOK4GOLF.COMCORPORATION

27.Book4golf.com Corporation ("Book4golf") has since September 22,1999 been incorporated pursuant to the Canada Business CorporationsAct. Book4golf is the developer and owner of Book4golf.com, ane-commerce Web portal that allows golfers to book tee times atvarious types of golf courses over the Internet. Book4golf isa reporting issuer in British Columbia and Ontario. The commonshares of Book4golf are listed and posted for trading on the CanadianVenture Exchange ("CDNX") under the symbol BFG.

28.Dent, Yorkton's Director of Research, became a director of Book4golfon September 22, 1999 and resigned as a director effective January10, 2001.

Book4golfResearch Reports

29.Yorkton commenced research coverage of Book4golf effective February1, 2000. On February 1, 2000, Yorkton issued a "Research Comment"about Book4golf authored by a Yorkton Research Analyst (the "YorktonResearch Analyst"), that contained a "strong buy" recommendation.The Research Comment disclosed that Yorkton had acted as "agentfor financing of or financial advisor for" Book4golf within thepreceding three years, but did not disclose that Dent was a directorof Book4golf.

30.The strong buy recommendation was repeated in research documentson Book4golf authored by the Yorkton Research Analyst dated March17, 2000; March 22, 2000; April 11, 2000; April 28, 2000; May3, 2000; June 5, 2000; June 26, 2000; July 17, 2000 and July 31,2000, variously titled as "Online", "The Wake-Up Call" and "ResearchComment". The Yorkton Research Analyst authored two further researchdocuments dated September 26, 2000 and October 16, 2000 in whichYorkton's recommendations changed from "strong buy" to "speculativebuy". Each of the foregoing documents (collectively, referredto as the "Research Reports") disclosed that Yorkton had actedas "agent for financing of or financial advisor for" Book4golf,but did not disclose that Dent was a director of Book4golf.

31.The research document dated January 11, 2001, titled "The Wake-UpCall" authored by the Yorkton Research Analyst disclosed thatDent had stepped down as director of Book4golf.

32.During the material time, Dent supervised the Yorkton ResearchAnalyst.

33.At no time did Dent instruct or direct the Yorkton Research Analystto disclose in the Research Reports that Dent was a director ofBook4golf or the existence of a conflict of interest arising fromDent's position as a Book4golf director and Yorkton's researchcoverage of Book4golf.

STORAGEONE MARCH 1999 PRIVATE PLACEMENT

34.On February 2, 1999, Storage One announced a proposed privateplacement offering up to a maximum of 2,920,000 units of StorageOne at a price of $0.10 per unit. Each unit consisted of one commonshare and one share purchase warrant entitling the holder to purchaseone additional common share at an exercise price of $.15 per sharefor a period of two years from the closing date. The private placementclosed on March 5, 1999, (the "Storage One Placement"). The StorageOne Placement was completed under several private placement exemptions.

35.Following the completion of the Storage One Placement, YorktonStaff approached Yorkton's Chairman and Chief Executive Officer("CEO") and expressed their disappointment that their clientsdid not have an opportunity to participate in the recent offering.Yorkton's CEO contacted Alberta counsel to Storage One to determineif certain investors in the Storage One Placement would considerselling their units.

36.As a result of the request made by Yorkton's CEO, arrangementswere made on or about July 7, 1999, through Storage One's Albertacounsel, for the sale of approximately 1,062,500 shares of StorageOne from an offshore corporation to 17 persons, 12 of which wereclients of Yorkton. Yorkton's CEO advised Yorkton personnel thatthe Storage One shares could only be sold to a non pro client.

37.Dent understood the requirement that Storage One shares be soldto a non pro client, but nonetheless arranged for the sale of40,000 Storage One shares to a close relative and loaned his closerelative funds to purchase shares.

CONDUCTCONTRARY TO THE PUBLIC INTEREST

38.Dent's conduct was contrary to the public interest for the reasonsset out below.

39.Dent's purchase of GTI shares on June 30, 1998 placed Dent ina conflict of interest, given his position as a registrant, andeither Dent's knowledge of undisclosed information in respectof the proposed RTO or the availability to Dent of such undisclosedinformation by virtue of Dent's position in Yorkton.

40.Dent's conduct was contrary to the public interest in that hefailed to direct or instruct the Yorkton Research Analyst to disclosein the Research Reports Dent's position as a director of Book4golf.Dent further failed to direct or instruct the Yorkton ResearchAnalyst that the Research Reports disclose the existence of aconflict of interest arising from Dent's position as a directorof Book4golf and the research coverage provided by Yorkton inthe Research Reports.

41.As described in paragraphs 34 to 37 above, Dent's conduct wascontrary to the public interest in that Dent arranged for thesale of Storage One shares to a close relative, and loaned hisclose relative funds to purchase shares, in conflict with theinterests of Yorkton's clients.

IV.TERMS OF SETTLEMENT

42.Dent agrees to the following terms of settlement:

(a)at the time of approval of this settlement agreement, Dent willmake a voluntary payment to the Commission in the amount of $50,000,such payment to be allocated to such third parties as the Commissionmay determine for purposes that will benefit Ontario investors;

(b)that the Commission make an order under subsection 127(1)(6) ofthe Act that Dent be reprimanded; and

(c)that the Commission make an order under subsection 127.1(1)(b)of the Act that Dent make payment to the Commission in the amountof $10,000 in respect of the costs of the Commission's investigationin relation to this proceeding, such payment to be made at thetime of approval of this settlement.

V. CONSENT

43.Dent hereby consents to an order of the Commission incorporatingthe provisions of Part IV above in the form of an order attachedas Schedule "A".

VI.STAFF COMMITMENT

44.If this settlement is approved by the Commission, Staff will notinitiate any other proceeding under the Act against Dent respectingthe facts set out in Part III of this Settlement Agreement. Ifthe related settlement entered into between Staff and YorktonSecurities Inc. dated December 14, 2001 is approved by the Commission(the "Yorkton Settlement Agreement"), Staff will not initiateany other proceeding under the Act against Dent respecting thefacts set out in Part III of the Yorkton Settlement Agreement.

VII.APPROVAL OF SETTLEMENT

45.Approval of the settlement set out in this Settlement Agreementshall be sought at the public hearing of the Commission scheduledfor December 19, 2001, or such other date as may be agreed toby Staff and the respondent (the "Settlement Hearing").

46.Counsel for Staff or for Dent may refer to any part, or all, ofthis Settlement Agreement at the Settlement Hearing. Staff andDent agree that this Settlement Agreement will constitute theentirety of the evidence to be submitted at the Settlement Hearing.

47.If this settlement is approved by the Commission, Dent agreesto waive his rights to a full hearing, judicial review or appealof the matter under the Act.

48.Staff and Dent agree that if this settlement is approved by theCommission, they will not make any public statement inconsistentwith this Settlement Agreement.

49.If, for any reason whatsoever, this settlement is not approvedby the Commission, or an order in the form attached as Schedule"A" is not made by the Commission;

(a)this Settlement Agreement and its terms, including all discussionsand negotiations between Staff and Dent leading up to its presentationat the Settlement Hearing, shall be without prejudice to Staffand Dent;

(b)Staff and Dent shall be entitled to all available proceedings,remedies and challenges, including proceeding to a hearing ofthe allegations in the Notice of Hearing and Statement of Allegationsof Staff, unaffected by this Settlement Agreement or the settlementdiscussions/negotiations;

(c)the terms of this Settlement Agreement will not be referred toin any subsequent proceeding, or disclosed to any person exceptwith the written consent of Staff and Dent, or as may be requiredby law; and

(d)Dent agrees that he will not, in any proceeding, refer to or relyupon this Settlement Agreement, the settlement discussions/negotiationsor the process of approval of this Settlement Agreement as thebasis of any attack on the Commission's jurisdiction, allegedbias or appearance of bias, alleged unfairness or any other remediesor challenges that may otherwise be available.

VIII.DISCLOSURE OF AGREEMENT

50.Except as permitted under paragraph 49 above, this SettlementAgreement and its terms will be treated as confidential by Staffand Dent until approved by the Commission, and forever if, forany reason whatsoever, this settlement is not approved by theCommission, except with the written consent of Staff and Dent,or as may be required by law.

51.Any obligations of confidentiality shall terminate upon approvalof this settlement by the Commission.

IX.EXECUTION OF SETTLEMENT AGREEMENT

52.This Settlement Agreement may be signed in one or more counterpartswhich together shall constitute a binding agreement.

53.A facsimile copy of any signature shall be as effective as anoriginal signature.

December17, 2001.

______________________________________________________________

WITNESSROGER ARNOLD DENT



DATEDthis 17th day of December, 2001.

STAFFOF THE

ONTARIOSECURITIES COMMISSION



(Per)_______________________________

MichaelWatson

Director,Enforcement Branch



Schedule"A"

INTHE MATTER OF THE SECURITIES ACT

R.S.O.1990, c. S.5, as amended


AND


INTHE MATTER OF

ROGERARNOLD DENT

ORDER


WHEREASon December 17, 2001, the Ontario Securities Commission(the "Commission") issued a Notice of Hearing pursuant to sections127(1) and 127.1 of the Securities Act, R.S.O. 1990 c. S.5, asamended (the "Act") in respect of Roger Arnold Dent ("Dent");

ANDWHEREAS Dent entered into a settlement agreement datedDecember 17, 2001 (the "Settlement Agreement") in which it agreedto a proposed settlement of the proceeding, subject to the approvalof the Commission;

ANDUPON reviewing the Settlement Agreement and the Statementof Allegations of Staff of the Commission ("Staff"), and uponhearing submissions from counsel for Dent and from Staff;

ANDWHEREAS the Commission is of the opinion that it is inthe public interest to make this Order;

ITIS HEREBY ORDERED THAT:

1.the Settlement Agreement dated December 17, 2001, attached tothis Order, is hereby approved;

2.pursuant to subsection 127(1)(6) of the Act, Dent is hereby reprimanded;and

3.pursuant to subsection 127.1(2)(b) of the Act, at the time ofapproval of this settlement, Dent is ordered to pay $10,000 tothe Commission in respect of a portion of the Commission's costswith respect to this matter.

December19, 2001.