Proceedings

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

AND

IN THE MATTER OF
RUSSELL MILLARD

NOTICE OF HEARING
(Sections 127 and 127.1)

TAKE NOTICE that the Ontario Securities Commission (the "Commission") will hold ahearing pursuant to section 127 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the"Act") at its offices on the 17th Floor, 20 Queen Street West, Toronto, Ontario commencing onNovember 13, 2000 at 10:00 a.m. or as soon thereafter as the hearing can be held:

TO CONSIDER whether, pursuant to section 127(1) and 127.1 of the Act, it is in thepublic interest for the Commission:

(a) to make an order that the registration of Russell Millard ("Millard") be terminatedor suspended or restricted for such period as the Commission may order;

(b) to make an order that Millard cease trading in securities permanently or for suchperiod as the Commission may order;

(c) to make an order that Millard resign any positions Millard holds as a director orofficer of an issuer;

(d) to make an order to prohibit Millard from becoming or acting as a director orofficer of any issuer permanently or for such period as the Commission may order;

(e) to make an order that Millard pay the costs of the Commission's investigation andthis proceeding; and/or

(f) to make such other order as the Commission may deem appropriate;

BY REASON OF the allegations set out in the Statement of Allegations of Staff of theCommission and such additional allegations as counsel may advise and the Commission maypermit;

AND TAKE FURTHER NOTICE that any party to the proceeding may be representedby counsel if that party attends or submits evidence at the hearing;

AND TAKE FURTHER NOTICE that upon failure of any party to attend at the timeand place aforesaid, the hearing may proceed in the absence of that party and such party is notentitled to any further notice of the proceeding.

DATED at Toronto this 1st day of November, 2000.

"John Stevenson"