Proceedings

IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, c. S.5, as amended
AND
IN THE MATTER OF
DAVID BARNSDALE, ROCH BEAULIEU,
MARY DAWN DAVY, AHSAN KHAN, MARK MILLER,
JAMES SCHOFIELD, ASHTON SO, WAYNE STEPHENSON,
IAN YEO and TD SECURITIES INC.
ORDER
(Section 127)

WHEREAS on October 31, 1997, the Ontario Securities Commission (the "Commission") issued a Notice of Hearing pursuant to section 127(1) of theSecurities Act, R.S.O. 1990, c. S.5, as amended (the "Act") in respect of, inter alia, James Schofield ("Schofield");

AND WHEREAS Schofield and Staff of the Commission entered into a settlement agreement dated December 9, 1997 (the "Settlement Agreement") in whichthey agreed to a proposed settlement of the proceeding respecting Schofield subject to the approval of the Commission;

AND WHEREAS Schofield has agreed that he will receive a suspension of his registration for a period of ten days from the Commission;

AND UPON reviewing the Settlement Agreement, the Statement of Allegations of Staff of the Enforcement Branch of the Commission and upon hearingsubmissions from Schofield and Staff of the Commission;

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

IT IS ORDERED THAT:

(1) the Settlement Agreement dated December 9, 1997, attached hereto, be and is hereby approved; and

(2) pursuant to clause 1 of subsection 127(1) of the Act, the registration of Schofield is suspended for a period of 10 days commencing on Wednesday,December 10, 1997.

December 10th, 1997.

"Morley P. Carscallen"