PLAN OF LIQUIDATION

1.

Adoption of Plan of Liquidation. The Board of Directors of the Company (the “Board of Directors”) has adopted this Plan, and holders of a majority of the outstanding shares of common stock, par value $.01 per share (the “Common Stock”) of the Company entitled to vote (approximately 86% of such outstanding shares), have executed written consents under Section 228 of the DGCL approving the Plan and ratifying the Company’s actions taken to date with respect to the Plan. The Plan and the transactions contemplated thereby have been approved by the Board of Directors as being advisable and in the best interests of the Company and its stockholders. The Plan shall constitute the adopted Plan of the Company upon the later to occur of (a) the date of stockholder approval referenced above; and (b) the date on which the Company consummates the sale of all of the issued and outstanding membership interests of Vie Securities, LLC to a third party (such date being the “Adoption Date”). Adoption of this Plan by holders of a majority of the outstanding Common Stock constitutes, effective as of the Adoption Date, the approval by the stockholders of the sale, exchange or other disposition in liquidation of all of the property and assets of the Company, whether such sale, exchange or other disposition occurs in one transaction or a series of transactions (including by merger) and shall constitute ratification of all contracts for sale, exchange or other disposition entered into in connection with this Plan.

2.

Notice of Liquidation. As soon as practicable after the Adoption Date but in no event later than 20 days prior to the filing of Certificate of Dissolution as provided in Section 12 below, the Company shall take reasonable steps to mail notice to its creditors and employees that this Plan has been approved by the Board of Directors and the stockholders as provided in the DGCL.

3.

Activities following Adoption of Plan of Liquidation. After the Adoption Date, the Company shall not engage in any business activities except to the extent the Board of Directors determines to be necessary or advisable to preserve the value of its assets, wind up its business affairs, and distribute its assets in accordance with this Plan. From and after the Adoption Date, the Company shall have the authority to and shall complete in its discretion (including as to timing) the following corporate actions:

a.

collect, sell, exchange or otherwise dispose of all of its property and assets in one or more transactions (including by merger) upon such terms and conditions as the

Board of Directors, in its absolute discretion, deems expedient and in the best interests of the Company’s stockholders;

b.

transfer of the Company’s property and assets (including cash, cash equivalents and accounts receivable) to a liquidating trust or trusts (established pursuant to Section 7 hereof);

c.

pay any distributions to creditors, employees and others pursuant to Section 4 below;

d.

pursue lawsuits, claims and arbitration awards by the Company (including arbitration with the Toronto Stock Exchange) and defending against the same; and

e.

wind up the affairs of the Company.

4.

Authorized Distributions. The Company (a) shall pay or make reasonable provision to pay all claims and obligations, including all contingent, conditional or unmatured contractual claims known to the Company, (b) shall make such provision as will be reasonably likely to be sufficient to provide compensation for any claim against the Company which is the subject of a pending action, suit or proceeding to which the Company is a party, and (c) shall make such provision as will be reasonably likely to be sufficient to provide compensation for claims that have not been made known to the Company or that have not arisen but that, based on facts known to the Company, are likely to arise or to become known to the Company within 10 years after the date of dissolution. All such claims shall be paid in full and any such provision for payment made shall be made in full if there are sufficient assets. If there are insufficient assets, such claims and obligations shall be paid or provided for according to their priority and, among claims of equal priority, ratably to the extent of assets legally available therefor. may pay and otherwise provide for the payment or discharge of any liabilities and obligations, including, without limitation, contingent or unascertained liabilities and