IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED
IN THE MATTER OF
AiT ADVANCED INFORMATION TECHNOLOGIES
CORPORATION, BERNARD JUDE ASHE AND
WHEREAS on February 12, 2007, the Ontario Securities Commission issued a Notice of Hearing pursuant to s. 127 of the Ontario Securities Act, R.S.O. 1990, c. S.5, as amended, with respect to the respondent Deborah Weinstein ("Weinstein") and others;
AND WHEREAS on June 13, 2007, the Commission heard a motion for directions brought by Staff of the Commission ("Staff") concerning Weinstein's solicitor of record Alistair Crawley ("Crawley") and Crawley Meredith LLP, and the Commission reserved its decision;
AND WHEREAS the respondent and Crawley acknowledge that the undertaking set out herein applies to both direct and indirect communication;
AND WHEREAS the Commission considers it to be in the public interest to make this Order;
IT IS ORDERED THAT:
1. Crawley may continue to act for Weinstein on the following conditions:
(a) Weinstein must retain independent counsel (the "Independent Counsel") to cross-examine any of former directors of AiT Advanced Information Technologies Corporation who have previously been represented by Crawley (the "Outside Directors") and who testify in this matter;
(b) Weinstein and Crawley must undertake in writing as follows within 15 days from the date of this Order:
(i) that there shall be no communication between Mr. Crawley and the Independent Counsel with respect to any matter pertaining to the cross-examination of the Outside Directors;
(ii) that the Independent Counsel will not be entitled to consult with Crawley as to the nature of the evidence or the defence; and
(iii) that, in the event that any of the Outside Directors are being called by Weinstein to testify as a witness, the Outside Director called shall provide, after having received independent legal advice, a waiver of the right to object to be examined or re-examined at the hearing by Crawley.
2. If Weinstein and Crawley do not provide the foregoing undertaking in writing within the prescribed time limit, then Crawley and Crawley Meredith LLP shall be removed as counsel of record for Weinstein.
DATED at Toronto this 24th day of August, 2007.
"Wendell S. Wigle"
"Harold P. Hands"
"Carol S. Perry"