As at January 1, 2009

Section 223 of Regulation 1015, made under the Securities Act (Ontario), requires every registrant to prepare and file with the Commission a statement of policies related to potential conflicts of interest.

Harris Brown & Partners Limited is a limited market dealer in the Province of Ontario and will act as an intermediary on behalf of corporations who seek financing from institutions, high net worth individuals and other persons or entities who so qualify under the applicable requirements of the securities laws of the Province of Ontario relating to limited market dealers.

Harris Brown & Partners Limited is majority owned by Harris Brown Corporation. It is the policy, as well as the duty of Harris Brown & Partners Limited to deal fairly, honestly and in good faith with its customers and clients.

In the course of our activities, Harris Brown & Partners Limited generally does not trade in respect of securities in corporations, general partnerships, limited partnerships, trusts or other forms of issuers which may be considered to be related issuers to Harris Brown & Partners Limited within the meaning of the securities laws of the Province of Ontario. If Harris Brown & Partners Limited does trade or act as an agent or underwriter for the purchase or sale of securities of related issuers, it will provide full disclosure of said relationships in writing to purchasers of such securities and comply with all requirements of the securities laws of the Province of Ontario.

Relationship with Related, Connected and Affiliated Corporations

Harris Brown & Partners Limited is not an issuer of securities, other than their own which are not publicly traded. Should Harris Brown & Partners Limited commence the activity of underwriting or issuance of securities, this Statement will be reviewed and revised to disclose fully such activity, and all clients of Harris Brown & Partners Limited.

At no time can the Directors, Officers, Partners, Salesperson’s or employees of Harris Brown & Partners Limited recommend that you trade in, or provide to you advice about any security. Harris Brown & Partners Limited is engaged and is the agent of the Issuer or Borrower.

There are currently no related issuers of Harris Brown & Partners Limited that are reporting issuers under the securities laws of the Province of Ontario or that have distributed securities outside Ontario on a basis that, had they done so in Ontario, would have made them reporting issuers.

Anthony Brown is a Director and Shareholder of Harris Brown & Partners Limited
Jeffrey A. Phipps is the President, Compliance Officer, a Director and Shareholder of Harris Brown & Partners Limited

The foregoing Statement of Policies is provided as a requirement pursuant to Section 223(1) of the Regulation under the Securities Act (Ontario).

Disclosure of Related Registrants
As Effective from Jan. 1st, 2009

Pursuant to Ontario Securities Commission Rule 31-501 legislation requires a dealer or adviser to inform its clients if the dealer or adviser has a principal shareholder, officer, partner or director that is a principal shareholder, officer, partner or director of another registrant, and of the policies and procedures adopted by the dealer or adviser to minimize the potential for conflicts of interest that may result from this relationship.

Harris Brown & Partners Limited currently does not have any directors and/or officers who are also directors and/or officers of any other registrants as per the securities laws of the Province of Ontario.