Orders and Exemptions

THE ... ... N.Toa ... S EC UR IT I E S C OMM I SS ioN THE SECURITIES ACT Order No. 6326 Section 148 and 148.3 June 1, 2011 SOLARA TECHNOLOGIES INC. and WILLIAM DORN BEATTIE WHEREAS: (A) On March 9, 2011 the British Columbia Securities Commission ("BCSC") issued a Variation Order, varying an earlier Decision of the BCSC dated June 23, 2010, against Solara Technologies Inc. ("SOLARA") and William Dorn Beattie ("BEAniE") ; (B) On April 15, 2011 , The Manitoba Securities Commission ("Commission") issued a Notice of Hearing ("Notice") giving notice of its intention to hold a hearing to consider whether or not it was in the public interest to grant orders pursuant to section 148.4 of The Securities Act, R.S.M. 1988, c. S50 as amended ("Act") with respect to SOLARA and BEATTIE ('" respondents"); (C) The respondents have each consented to the issuance of this order and have waived each of their respective rights to a full hearing ; (D) The Commission is of the opinion that it is in the public interest to make this order . IT IS ORDERED: 1. THAT, pursuant to section 148 of the Act , SOLARA cease trading in securities indefinitely. 2. THAT, pursuant to section 148 of the Act , BEATTIE cease trading in securities until June 23. 2015, except that other than securities of Solara AdWorks, BEATTIE may trade for his own account through a registrant , if he gives the registrant a copy of this order . 3. THAT, pursuant to section 148.3 of the Act, BEATTIE resign any position he holds as a director or officer of any issuer and be prohibited until June 23. 2015 from acting as a director or officer of any issuer. other than SOLARA, Solara AdWorks, and any issuer all the securities of which are owned beneficially by him or members of his immediate family .'\1 ilJ ·-Il ltl SI ~ I i!. ry AW lH lt'. \\' 1I ..,lp.-,.;. MiLll!1O!1.1 JlH : ·u .:: s I~I : \~!.Hl Q-l.' .. :!.'i.4H fa x : (20-l) 'l-l5 .0 .UO """....vw. m~q;:\'v.m1.).CiI

4, THAT, notwithstanding AdWorks. and BEATTIE may engage solicitation, and negotiation , for the purpose of obtaining financing for SOLARA's and Solara AdWorks' business, provided that they seek an appropriate variation order from this Commission before selling securities. BY ORDER OF THE COMMISSION Page 2 paragraphs 1 and 2, SO LARA, Solara in conduct. including advertisement. r, Legal and Enforcement