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, Wayne Stephenson ("Stephenson");

AND WHEREAS Stephenson and Staff of the Commission entered into a settlement agreement dated November 5, 1997 (the "Settlement Agreement") inwhich they agreed to a proposed settlement of the proceeding respecting Stephenson subject to the approval of the Commission;

AND WHEREAS Stephenson has agreed that he will receive a suspension of his registration for a period of fifteen 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 Stephenson 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 November 5, 1997, attached hereto, be and is hereby approved; and

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

November 6th, 1997.

"Morley P. Carscallen"

"Glorianne Stromberg"

"Helen M. Meyer"