Le Groupe Option Retraite Inc. - s. 4.1 of OSC Rule 31-507

September 30, 2002

Decision

Headnote

Rule 31-507 - Section 4.1 extension of timeframe in which to become a SRO member - registrant working diligentlywith IDA to complete application - registrant member of Boursede Montreal Inc.

Rule Cited

OSC Rule 31-507 - SRO Membership - SecuritiesDealers and Brokers.

IN THE MATTER OF

THE SECURITIES ACT

R.S.O. 1990, C. S.5, AS AMENDED(the "Act")

AND

IN THE MATTER OF

ONTARIO SECURITIES COMMISSIONRULE 31-507

SRO MEMBERSHIP - SECURITIESDEALERS AND BROKERS (the "Rule")

AND

IN THE MATTER OF

LE GROUPE OPTION RETRAITEINC.

DECISION

(Section 4.1 of OSC Rule 31-507)

UPON the Director having received anapplication (the "Application") from Le Groupe OptionRetraite Inc. ("Option Retraite") seeking a decision,pursuant to section 4.1 of the Rule, to exempt until December31, 2002 Option Retraite from the application of subsection2.3 of the Rule, which would require Option Retraite to be amember of a self-regulatory organization (a "RecognizedSRO") recognized by the Ontario Securities Commission (the"Commission") under section 21.1 of the Act by therenewal date (the "Renewal Date") of its registrationunder the Act;

AND UPON considering the Applicationand the recommendation of staff of the Commission;

AND UPON Option Retraite having representedto the Director that:

1. Option Retraite is a corporation resultingfrom the amalgamation (effective as of May 1, 2002) of LeGroupe Option Retraite Inc. and its main shareholder, LesConferences Option Retraite Inc., pursuant to the provisionsof Part 1A of the Companies Act (Quebec). Option Retraiteis not a reporting issuer in any of the provinces or territoriesof Canada or in any other jurisdiction;

2. Option Retraite is a member in good standingof Bourse de Montreal Inc.;

3. Option Retraite is registered under theAct as a dealer in the category of "broker";

4. Option Retraite received an exemption (the"Initial Exemption") from the Director under section4.1 of the Rule on December 19, 2001 which exempted OptionRetraite from the requirement of the Rule that Option Retraitebe a member of a Recognized SRO by December 31, 2001 on thecondition that Option Retraite is a member of a RecognizedSRO by June 1, 2002;

5. Option Retraite received an further exemption(the "Second Exemption") from the Director undersection 4.1 of the Rule on May 30, 2002 which exempted OptionRetraite from the requirement of the Rule that Option Retraitebe a member of a Recognized SRO by June 1, 2002 on the conditionthat Option Retraite is a member of a Recognized SRO by September30, 2002;

6. by letter dated March 16, 2001, OptionRetraite applied for membership in the Investment DealersAssociation of Canada (the "IDA"), which applicationis currently under review by the IDA;

7. the IDA has responded to all deficienciesraised to date by the IDA but will not be a member of a RecognizedSRO by September 30, 2002 as required by the Second Exemption.

AND UPON the Director being satisfiedthat to do so would not be prejudicial to the public interest;

IT IS THE DECISION of the Director, pursuantto section 4.1 of the Rule, that Option Retraite is exemptedfrom the requirement of the Rule, as modified by the InitialExemption and the Second Exemption, to be a member of a RecognizedSRO by the Renewal Date on the condition that this exemptionwill terminate on the earlier of the date that Option Retraitebecomes a member of a Recognized SRO and December 31, 2002.

September 30, 2002.

"David M. Gilkes"