Proceedings

IN THE MATTER OF THE SECURITIES ACT
R.S.0. 1990, c.S.5, AS AMENDED
AND
IN THE MATTER OF
GORDON BADGER
ORDER
(Section 127)

WHEREAS the Ontario Securities Commission (the "Commission") proposed to hold a hearing (the "Hearing") to consider:

(a) whether, pursuant to paragraph 3 of subsection 127(1) of the Act, it is in the public interest to order that the exemptions contained in Ontario securities lawdo not apply to the Respondent Gordon Badger ("Badger"); and

(b) such further and other order as the Commission considers appropriate.

AND WHEREAS Badger and Staff of the Commission entered into a Settlement Agreement dated November 12, 1997 (the "Settlement Agreement"), in whichthey agreed to a proposed settlement of these proceedings, subject to the approval of the Commission;

AND WHEREAS Badger has admitted the facts set out in Part III of the Settlement Agreement and has consented to the issuance of this Order on the basis ofthose facts;

AND WHEREAS Badger has waived his rights to a full hearing and appeal of this matter;

AND WHEREAS staff of the Commission and Badger have made submissions in respect of the terms of the Settlement Agreement;

AND UPON the Commission reviewing and approving this Settlement Agreement dated November 12, 1997;

AND UPON the Commission being of the opinion that it is in the public interest to make this order;

THEREFORE, IT IS HEREBY ORDERED, pursuant to subsection 127(1) of the Securities Act (the "Act") that any exemptions contained in Ontariosecurities law, including the exemptions contained in sections 35, 72, 73 and 93 of the Act, do not, from the date of this Order until July 16, 2000, apply toBadger acting directly, or indirectly through another person or company or through any person or company acting on his behalf, provided, however, that he maytrade in certain securities for his own account or for the account of his registered savings plan or registered retirement income fund (as defined in the Income TaxAct (Canada) ) or for the account of First Foundation Financial Services Inc. if:

(a) the securities are mutual fund units or are securities referred to in clauses 1, 2 or 10 of subsection 35(2) of the Act; or

(b) in the case of securities other than those referred to in (a),

(i) the securities are listed and posted for trading on the Toronto Stock Exchange;

(ii) neither he nor any associate (as defined in the Act) is an insider, partner or promoter of the issuer of the securities; and

(iii) he does not own directly, or indirectly through another person or company or through any person or company acting on his behalf, more than one percent(1%) of the outstanding securities of the class or series of the class in question;

provided, however, that nothing herein shall prohibit the respondent from acting as an officer or director of a reporting issuer or prohibit any such reportingissuer from availing itself of any such exemptions, where the respondent is not a promoter of or directly or indirectly the recipient of treasury securities of suchreporting issuer, or any other securities of the reporting issuer not acquired through an agent who is a registered dealer.

November 13th, 1997.

"Morley P. Carscallen"

"G. P. H. Vernon"