In accordance with Section 4.1 of the Statutory Powers Procedure Act, and subsection 5(2) of the Motor Vehicle Dealers Act, (hereinafter the “Act”) the parties to the proceeding, Ontario Automotive Styling (2000) Inc. o/a Auto Gallery (hereinafter referred to as the “Dealer”) and John A. Guirguis (hereinafter the “Salesperson”), and the Registrar, Motor Vehicle Dealers Act (hereinafter the “Registrar”) waive the requirement of a hearing and hereby consent to an Order of the Licence Appeal Tribunal based on the following terms and conditions:

1. The Dealer and Salesperson agree to comply with all aspects of the Retail Sales Tax Act, and with regards to filing, will ensure all future tax collections are accurately reported and remitted to the Minister of Finance when due and with payment.

2. The Dealer and Salesperson further agree to comply with any repayment arrangements entered into with the Minister of Finance with respect to arrears of Retail Sales Tax and/or defaulted returns.

3. The Dealer and Salesperson acknowledge and understand that the Dealer will not retain the services of a salesperson unless the salesperson is registered as a salesperson to the Dealer.

4. The Dealer and Salesperson further acknowledge that the restrictions concerning the activities of a salesperson referred to in these terms and conditions apply to buying, selling and leasing on behalf of a dealer. “Buying, selling and leasing” refers to showing a vehicle to a prospective purchaser or any form of negotiation concerning the purchase, sale or lease of a motor vehicle and is not limited to the signing of contracts. This further includes attendance at auctions on behalf of the Dealer.

5. The Dealer will ensure that any vehicle sold is registered in the name of the purchaser in the records of the Ministry of Transportation before releasing the vehicle to the purchaser.

6. The Dealer will not purchase a vehicle without ensuring that the vehicle is registered to the seller in the records of the Ministry of Transportation.

7. The Dealer agrees to register all vehicles purchased within 6 days in accordance with the Highway Traffic Act.

John A. Guirguis (initials)

8. The Dealer will comply with the Ontario Motor Vehicle Industry Council’s Code of Ethics and Standards of Business Practice.

9. The Dealer and Salesperson agree to maintain a garage register in accordance with the Highway Traffic Act and will maintain all books and records as required by the Motor Vehicle Dealers Act. The Dealer and Salesperson further agree to provide free access to the books and records of the Dealer to any authorized representative of the Registrar.

10. The Dealer and Salesperson agree that they will not be involved in the process of buying, selling and leasing motor vehicles without the benefit of registration.

11. The Dealer and Salesperson agree that they are under a positive obligation to disclose in writing, on the bill of sale, all material facts about the vehicles he sells to his purchasers. Purchasers include both retail and wholesale buyers. Material facts such as, but not limited to: salvage, previous salvage, accidented and repaired, theft recovery, previous taxi cab, previous police car, previous daily rental, write off, unibody damage, frame damage and any other material fact that may affect one’s decision whether or not to purchase said vehicle. The Dealer and Salesperson agree to make reasonable efforts to research the history of all the Dealer’s vehicles prior to sale to ensure all material facts are disclosed. The Dealer and Salesperson agree that should any information come to light, which the Registrar deems to be a material fact concerning a vehicle the Dealer has sold, the Dealer will comply with all reasonable requests made by the Registrar to provide compensation to the purchaser.

12. The Dealer and Salesperson agree that they will make full disclosure to all purchasers, on the bill of sale, regarding the distance travelled of vehicles sold. The Dealer and Salesperson agree to make full disclosure with respect to the distance travelled of vehicles sold in accordance with the Standards of Business Practice.

13. The Dealer and Salesperson acknowledge that the Registrar may take administrative action, including a proposal to revoke their registrations as a motor vehicle dealer and/or salesperson arising from any matters that have occurred in the past or that may occur in the future related to their financial circumstances and their honesty and integrity.

14. The Dealer and Salesperson acknowledge that the Registrar may take legal action, including Provincial Offences prosecution arising from actions related to the purchase, sale or lease of motor vehicles that may have occurred in the past or that may occur in the future.

15. The Dealer and Salesperson agree and acknowledge that should they breach any of the terms and conditions set out herein, in whole or in part, the Registrar is directed to and shall carry out the proposal.

16. The Dealer and Salesperson hereby consent to an Order of the Licence Appeal Tribunal, which may include the Terms and Conditions set out herein.

17. The Dealer and Salesperson hereby withdraw their appeals to the Licence Appeal Tribunal.

John A. Guirguis (initials)

18. The Dealer and Salesperson hereby acknowledge that they have obtained or have had the opportunity to obtain independent legal advice with respect to the their consent to the terms and conditions set out in this document.

Signed in the City of this day of 2003.

Ontario Automotive Styling (2000) Inc.

O/a Auto Gallery

I have the Authority to bind the dealership.

(Signature)

John A. Guirguis (Signature)

These Terms and Conditions are accepted by the Registrar, Motor Vehicle Dealers Act

Date:

Carl Compton

Registrar

Motor Vehicle Dealers Act