Securities Law & Instruments

Headnote

Partial revocation of a ceasetrade order pursuant to section 144 of the Act granted to aregistered dealer to purchase securities from an institutionalclient for nominal consideration.

Statutes Cited

Securities Act, R.S.O. 1990,c. S.5, as am., 6(3) 127 and 144.

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

RAYMOND JAMES LTD.

AND

GREAT-WEST LIFE ASSURANCECOMPANY

AND

DYNASTY MOTORCAR CORPORATION

ORDER

(Section 144)

WHEREAS the securitiesof Dynasty Motorcar Corporation (Dynasty) are subject to anorder of the Director dated December 12, 2001 (the Cease TradeOrder) pursuant to section 127 of the Act, extending a TemporaryOrder of the Director made on November 30, 2001, ordering thattrading in securities of Dynasty cease;

AND WHEREAS Raymond JamesLtd. (the Applicant) has made an application to the Commissionpursuant to section 144 of the Act for a partial revocationof the Cease Trade Order to permit Great-West Life AssuranceCompany (Great-West Life) to sell 125,000 Common Shares of Dynasty(the Common Shares) for the purpose of removing the Common Sharesfrom its inventory;

AND UPON consideringthe application and the recommendation of the staff of the Commission;

AND UPON the Applicanthaving represented that:

1. Raymond James Ltd is registeredas an investment dealer in Ontario under the Act.

2. Dynasty was originallyincorporated under the name of Enerex Resources Ltd underthe laws of British Columbia on July 25, 1977 and changedits name to its current name on June 2, 2000.

3. Dynasty is a reportingissuer or equivalent in Ontario, British Columbia, Albertaand Manitoba.

4. Dynasty's common sharesare listed for trading on the TSX Venture Exchange and arecurrently subject to the Cease Trade Order.

5. The Cease Trade Order wasissued because Dynasty failed to file an interim financialstatement for the nine-month period ended August 31 on orbefore November 30, 2001.

6. Dynasty is also subjectto a cease trade order of the Alberta Securities Commissiondated December 21, 2001 and the British Columbia SecuritiesCommission dated November 22, 2001. Raymond James has concurrentlyapplied to the ASC and BCSC for a partial revocation of theirorders.

7. Great-West Life is a clientof Raymond James and purchased the Common Shares under a prospectusdated March 15, 2001 that was filed by Dynasty and receiptedby the Ontario Securities Commission.

8. Raymond James has agreedto purchase the Common Shares from Great-West Life for $6,250(the Purchase Price), solely for the purpose of allowing Great-WestLife to remove the Common Shares from its inventory of securitiesheld. In addition, the Applicant has agreed with Great-WestLife that it divide equally with Great-West Life the proceedsof any subsequent sale of the Common Shares by the Applicantwhich exceed the Purchase Price.

AND UPON the Directorbeing of the opinion that to do so would not be prejudicialto the public interest;

IT IS ORDERED, pursuantto section 144 of the Act, that the Cease Trade Order be partiallyrevoked solely to permit Great-West Life to sell the CommonShares to the Applicant.

June 28, 2002.

"Iva Vranic"