IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418

AND

IN THE MATTER OF BRIAN JONATHAN ELLIS

Order Under Section 161

[para 1]
1. The Executive Director has entered into a Settlement Agreement with Brian Jonathan Ellis (Ellis), a copy of which is attached as Schedule “A”

[para 2]
2. The Executive Director, considering it to be in the public interest to do so, orders, by consent, that:

2.1 pursuant to section 161(1)(c) of the Securities Act, R.S.B.C. 1996, c. 418 (the Act) all of the exemptions described in sections 44 to 47, 74, 75, 98 or 99 of the Act do not apply to Ellis, except that Ellis may rely on the exemption in section 45(2)(7) of the Act to trade in his own account through one registered dealer, until the later of:

2.1.1 twelve months from the date of this order; and

2.1.2 the date Ellis successfully completes the Securities Program offered by Simon Fraser University through its Applied Business Program.

[para 3]
Dated October 2, 2001.





Steve Wilson
Executive Director


SCHEDULE “A”
IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418

AND

IN THE MATTER OF BRIAN JONATHAN ELLIS

Settlement Agreement

[para 1]
1. The following settlement of issues has been reached between Brian Jonathan Ellis (“Ellis”) and the Executive Director:

Agreed Statement of Facts

[para 2]
2. As the basis for the undertakings and order referred to in paragraphs 4 and 5 below, Ellis acknowledges the following facts as correct:

2.1 During the period from October 1994 to August 1998 Ellis was the vice-president of, and therefore an insider of, TIR Systems Ltd. (TIR).

2.2 TIR has been a reporting issuer since October 19, 1987 and is a reporting issuer under the SecuritiesAct, R.S.B.C. 1996, c. 418 (the Act).

2.3 Ellis was aware of his obligations to file insider reports. During the period from October 1994 to February 1996, Ellis filed seven insider reports with the British Columbia Securities Commission (the Commission) in a timely manner.

2.4 During the period from February 1996 through to July 1998 (the Relevant Period), Ellis made changes in his direct or indirect beneficial ownership of, or control or direction over, securities of TIR. Ellis did not file insider reports disclosing these changes within 10 days after the end of each month in which the changes took place, as required by section 87(4) of the Act, or at all during the Relevant Period.

2.5 Ellis, by failing to file insider reports disclosing the changes in his direct or indirect beneficial ownership, or control or direction over, securities of TIR during the Relevant Period within 10 days after the end of each month in which the changes took place, breached section 87(4) of the Act.

2.6 Although Ellis failed to file insider reports for a prolonged period of time, this deficiency was the result of administrative inefficiency, which Ellis engaged an accountant and legal counsel to address, as opposed to an effort not to cooperate with staff of the Commission or to recognize his obligations under the Act.

Mitigating Factors

[para 3]
3. The Executive Director has taken into account the following facts as factors mitigating the sanctions that would otherwise have applied in the public interest:

3.1 Ellis bulk filed 26 insider reports on October 29, 1998, relating to securities of TIR during the Relevant Period, and paid the applicable late filing fees for this bulk filing in the amount of $1,300 on April 12, 1999.

3.2 In March 1996, Ellis had voluntarily brought to the attention of staff of the Commission the fact that he had made errors in his filing of insider reports so that transfers between his Registered Retirement Savings Plan (RRSP) and non-RRSP account were inaccurately described with incorrect codes. Ellis represents that, during the Relevant Period, he was attempting to correct these errors before filing subsequent insider reports.

3.3 In his efforts to amend his filings, Ellis engaged an accountant, and ultimately legal counsel to ensure that his filings were completed in accordance with requirements of the Act.

3.4 Ellis has no previous disciplinary history with the Commission.

Undertakings

[para 4]
4. Ellis undertakes:

4.1 to pay to the Commission the sum of $5,000 of which $1,000 represents the costs of the investigation;

4.2 to comply with the provisions of the Act and Securities Rules, B.C. Reg. 194/97; and

4.3 not to say anything, in writing or orally, which may contradict the terms of this settlement or call those terms into question.

Order

[para 5]
5. Ellis consents to an order of the Executive Director (the Order) that:

5.1 pursuant to section 161(1)(c) of the Act, all of the exemptions described in sections 44 to 47, 74, 75, 98 or 99 of the Act do not apply to Ellis, except that Ellis may rely on the exemption in section 45(2)(7) of the Act to trade in his own account through one registered dealer, until the later of:

5.1.1 twelve months from the date of the Order; and

5.1.2 the date Ellis successfully completes the Securities Program offered by Simon Fraser University through its Applied Business Program.

Waiver

[para 6]
6. Ellis waives any right he may have, under the Act or otherwise, to a hearing, hearing and review, judicial review or appeal related to, in connection with or incidental to this Settlement Agreement and the Order.


Dated at Vancouver, British Columbia, on October 2, 2001.



“Brian Jonathan Ellis”
Brian Jonathan Ellis



“Maureen Baird”__________________________ )
Witness Signature )
Maureen Baird___________________________ )
Witness Name (please print) )
925 W. Georgia St. _______________________ )
Vancouver, BC___________________________ )
Address )
Lawyer_________________________________ )
Occupation )


Dated at Vancouver, British Columbia, on October 2, 2001.





Steve Wilson
Executive Director