Orders and Exemptions

THE MANI TOS A S EC URITI E S C OMMI S S ION THE SECURITIES ACT ) Order No. 6431 ) Sections 148, 19(5), and 148.3 ) November 30, 2011 MICHAEL EDWARD LEPITRE WHEREAS: (A) On August 26, 2010, the Alberta Securities Commission CASC") issued a decision ("ASC Sanctions Decision") against various respondents including Michael Edward Lepitre ("LEPITRE"); (8) On April 26, 2011, the ASC issued another decision varying the ASC Sanctions Decision as against LEPITRE; (C) On October 21, 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 LEPITRE; (D) This hearing matter came before a panel of the Commission on November 30, 2011; (E) Upon reviewing the documentary evidence including the Affidavits of Service, hearing the submissions of counsel for staff of the Commission and for LEPITRE appearing for himself by telephone, and being satisfied as to service upon the respondent, the Commission is of the opinion that it is in the public interest to make this order. IT IS ORDERED: 1. THAT, pursuant to sections 148 and 19(5) of the Act, LEPITRE cease trading in securities and subsection 19(1) of the Act , with respect to such of the trades referred to in that subsection, and subsection 19(2) of the Act , with respect to such of the securities referred to in that subsection , do not apply to LEPITRE, until and including September 1, 2030 , except that this order does not preclude LEPITRE from trading in securities through a registrant , who has first been given a copy of this order, in : (a) one account for the benefit of LEPITRE; s nO·K ( 1 St. "'ary AWIlII... Wjlll1ipq.:, M;UlItllll,l RJC 4K.C; I I: em4) 1).j5 .Z's-IH rilx: (2(14 ) ->45 (1130 www.m.~c.)(..v.m l> .c

Page 2 (b) registered retirement savings plans, registered retirement income funds or registered education savings plans, as defined in the Income Tax Act (Canada) , or locked-in retirement accounts for the benefit of one or more of LEPITRE, his spouse, and his children ; or (c) both . 2. THAT pursuant to section 148.3 of the Act , LEPITRE resign all positions he holds as a director or officer of any issuer and be prohibited from becoming or acting as a director or officer or both of any issuer until and including September 1, 2030, except that this order does not preclude him from: (a) continuing to act as a director or officer or both of Kustom Design Professional Services Corp., provided that: (i) the company does not , directly or indirectly, through directors, officers , employees, agents, contractors or otherwise : issue, propose to issue, trade, distribute or deal in any securities , whether of its own issue or of another issuer; act as a dealer, adviser or investment fund manager; or act in a management or consultative capacity in connection with activities in the securities markets, and (ii) the name of the company is changed so as not to include the word "Kustom" or any variant thereof; (b) continuing to act as a director or officer or both of Hightide Management Inc. , provided that: (i) the sole purpose of his so acting is to administer and realize on, for the benefit of its creditors , the single mortgage that Hightide Management Inc. currently holds, and thereafter to effect the liquidat ion and dissolution of Hightide Management Inc., and (ii) the company does not, directly or indirectly , through directors, officers , employees, agents, contractors or otherwise: issue, propose to issue, trade , distribute or deal in any securities , whether of its own issue or of another issuer; act as a dealer, adviser or investment fund manager; or act in a management or consultative capacity in connection with activities in the securities markets; or

(c) continuing to act as a director or officer or both of G Productions Inc., provided that the company does not, directly or indirectly, through directors, officers , employees , agents, contractors or otherwise: issue, propose to issue, trade , distribute or deal in any securities, whether of its own issue or of another issuer; act as a dealer, adviser or investment fund manager; or act in a management or activities in the securities markets. BY ORDER OF THE COMMISSION Page 3 consultative capacity in connection with