Proceedings


IN THE MATTER OF THE SECURITIES ACT
R.S.O., 1990, c. S.5, AS AMENDED

AND

IN THE MATTER OF
RT CAPITAL MANAGEMENT INC., K. MICHAEL EDWARDS, TIMOTHY K. GRIFFIN, DONALD E. WEBSTER,JENNIFER I. LEDERMAN, PETER B. LARKIN, PETER A. RODRIGUES, GARY N. BAKER, PATRICK SHEA AND MARION GILLESPIE

ORDER
(Section 127)

WHEREAS on June 29, 2000, the Ontario Securities Commission (the "Commission") issueda Notice of Hearing pursuant to subsection 127(1) of the Securities Act (the "Act"), in respect of RTCapital Management Inc.("RT Capital"), K. Michael Edwards ("Edwards"), Timothy K. Griffin("Griffin"), Donald E. Webster ("Webster"), Jennifer I. Lederman ("Lederman"), Peter B. Larkin("Larkin"), Peter A. Rodrigues ("Rodrigues"), Gary N. Baker ("Baker"), Patrick Shea ("Shea") andMarion Gillespie ("Gillespie"), hereinafter referred to collectively as the "Respondents";

AND WHEREAS the Respondents entered into a settlement agreement dated July 18, 2000(the "Settlement Agreement") in which they agreed to a proposed settlement of the proceeding,subject to the approval of the Commission;

AND UPON reviewing the Settlement Agreement and the Statement of Allegations of Staffof the Commission, and upon hearing submissions from counsel for the Respondents and from Staffof the Commission;

AND WHEREAS the Commission is of the opinion that it is in the public interest to makethis Order;

IT IS HEREBY ORDERED THAT:

(1) the Settlement Agreement, dated July 18, 2000, attached to this Order, is approved;

(2) pursuant to clause 6 of subsection 127(1) of the Act, RT Capital, Edwards, Griffin, Webster,Lederman and Rodrigues are reprimanded;

(3) RT Capital submit to a review of its practices and procedures and institute such changes asmay be ordered by the Commission, as more particularly provided for in the SettlementAgreement;

(4) pursuant to clause 1 of subsection 127(1) of the Act, RT Capital's registration is amended,effective as of the date of this Order, by suspending the approval of: i) Edwards, as a Non-Trading Officer, for a period of one month; ii) Lederman, as a Non-Trading Officer, for aperiod of three months; iii) Rodrigues, as a Non-Counselling Officer, for a period of sixmonths; and iv) Griffin, as a Non-Trading Officer for a period of 18 months;

(5) pursuant to clause 1 of subsection 127(1) of the Act, Larkin's registration is terminatedpermanently, effective as of the date of this Order;

(6) pursuant to clause 2 of subsection 127(1) of the Act, commencing August 2, 2000, Larkinshall cease trading permanently in all securities, with the exception of securities within hisRRSP. Commencing August 2, 2002, Larkin is permitted to resume trading in all securitiesfor his personal account;

(7) pursuant to clause 1 of subsection 127(1) of the Act, Baker's registration is suspended for aperiod of three years, effective as of the date of this Order;

(8) pursuant to clause 2 of subsection 127(1) of the Act, commencing August 2, 2000, Bakershall cease trading in all securities for a period of three years, with the exception of securitieswithin his RRSP. Commencing February 2, 2002, Baker is permitted to resume trading in allsecurities for his personal account;

(9) As a condition precedent to the reinstatement of his registration, Baker will successfullycomplete the second year of the Chartered Financial Analyst's Course and an ethics courseagreed upon by Baker and Staff;

(10) pursuant to clause 2 of subsection 127(1) of the Act, commencing August 2, 2000, Shea shallcease trading in all securities for a period of two years, with the exception of securities withinhis RRSP. Commencing February 2, 2001, Shea is permitted to resume trading in allsecurities for his personal account;

(11) As a condition precedent to the resumption of trading by Shea in all securities on or afterAugust 2, 2002, Shea shall attend and successfully complete the Canadian Securities Course,the Conduct and Practices Handbook Course, and an ethics course agreed upon by Shea andStaff;

(12) Shea shall be subject to close supervision for a total period of two years following his returnto employment by any employer(s) who, after the expiration of the cease trading orderreferred to in paragraph (12) above, employs him to trade in securities, or to carry out anyact in furtherance of a trade, as defined in the Act. Shea shall notify any such prospectiveemployer of this term of the Order prior to commencing employment;

(13) pursuant to clause 2 of subsection 127(1) of the Act, commencing August 2, 2000, Gillespieshall cease trading in all securities for a period of one year, with the exception of securitieswithin her RRSP. Commencing February 2, 2001, Gillespie is permitted to resume tradingin all securities for her personal account;

(14) As a condition precedent to the resumption of trading by Gillespie in all securities on or afterAugust 2, 2001, Gillespie shall attend and successfully complete the Canadian SecuritiesCourse, the Conduct and Practices Handbook Course, and an ethics course agreed upon byGillespie and Staff;

(15) Gillespie shall be subject to close supervision for a total period of one year following herreturn to employment by any employer(s) who, after expiration of the cease trading orderreferred to in subparagraph (15) above, employs her to trade in securities, or to carry out anyact in furtherance of a trade, as defined in the Act. Gillespie shall notify any such prospectiveemployer of this term of the Order prior to commencing employment;

(16) pursuant to section 127.1 of the Act, Gillespie is ordered to pay $4,000 to the Commission.

(17) pursuant to section 127.1 of the Act, each of Edwards, Griffin, Webster, Lederman, Larkin,Rodrigues, Baker and Shea is ordered to pay $8,000 to the Commission;

(18) pursuant to section 127.1 of the Act, RT Capital is ordered to pay $75,000 to theCommission.

July 20th, 2000.

"Howard I. Wetston"

"J. A. Geller"

"Robert W. Davis"