Proceedings

R.S.O. 1990, c. S.5, AS AMENDED
AND
IN THE MATTER OF
964178 ONTARIO INC., GEORGE GANTCHEFF, STAN ZIPKIN,
PHILIP MOLSON AND DAVID EZAGUI
ORDER (Section 127)

WHEREAS on April 30, 1996, the Ontario Securities Commission (the "Commission") issued a Notice of Hearing pursuant to sections 104 and 127 of theSecurities Act R.S.O. 1990, Chapter S.5, as amended (the "Act") in respect of 964178 Ontario Inc., George Gantcheff, Stan Zipkin, Philip Molson and DavidEzagui (collectively the "Respondents"), in connection with a take-over of Clarendon Apartments (1963) Limited ("Clarendon"), a reporting issuer in Ontario(the "Proceeding");

AND WHEREAS the Respondents and the Staff of the Commission ("Staff") entered into a settlement agreement dated February 5, 1997 (the "SettlementAgreement"), in which they agreed to a settlement of the Proceeding, subject to the approval of the Commission;

UPON reviewing the Settlement Agreement and hearing submissions of counsel on behalf of the Respondents and Staff;

AND UPON being advised that the Respondents have delivered to Staff a certified cheque in the amount of $15,000 payable to the Minister of Finance as acontribution towards the costs of the investigation;

AND UPON the Commission being of the opinion that to do so would not be prejudicial to the public interest;

IT IS ORDERED that:

1. The Settlement Agreement dated February 5, 1997, attached hereto, be and is hereby approved;

2. Pursuant to clause (c) of subsection 104(1) of the Act, all shares of Clarendon tendered pursuant to the take-over bid in May, 1993 (the "Take-Over Bid"),shall be taken up and paid for forthwith in full at the bid price of $454.18 per share, with interest calculated in accordance with the Courts of Justice Act asfollows:

a. for the shares that were tendered but not taken up and paid for, interest calculated on the principal of $454.18 per share, from June 28, 1993, to the date ofpayment in full,

b. for the shares that were tendered and were subsequently taken up and paid for at a price of $300 per share, interest calculated on the principal of $454.18 pershare from June 28, 1993, to the date of the partial payment plus interest calculated on the principal of $154.18 per share from the date of partial payment to thedate of payment in full, and such payments to be financed without using the assets of Clarendon as collateral or a source of funds;

3. Pursuant to clause 3 of subsection 127(1) of the Act, all exemptions contained in Ontario securities law shall not apply to 964178 Ontario Inc., GeorgeGantcheff, Stan Zipkin, Philip Molson and David Ezagui for a period of five years except that the Respondents may trade in equity securities listed an posted fortrading on The Toronto Stock Exchange in compliance with clause 10 of subsection 35(1) of the Act;

4. Pursuant to clause 6 of subsection 127(1) of the Act, 964178 Ontario Inc., George Gantcheff, Stan Zipkin, Philip Molson and David Ezagui are herebyreprimanded by the Commission; and

5. Pursuant to clause 5 of subsection 127(1) of the Act, a copy of the Settlement Agreement shall be delivered forthwith to each of the remaining shareholders ofClarendon who did not tender their shares pursuant to the Take-Over Bid.

February 5th, 1997.

"Morley P. Carscallen"

"G. P. H. Vernon"