Proceedings

IN THE MATTER OF THE SECURITIES ACT
R.S.O. 1990, c. S.5, AS AMENDED
AND
IN THE MATTER OF
CLARENDON APARTMENTS (1963) LIMITED
ORDER (Section 144)

WHEREAS on June 1, 1994, a cease trade order (the "Cease Trade Order") was issued by the Ontario Securities Commission (the "Commission") pursuant tosubsection 127(3) of the Securities Act R.S.O. 1990, Chapter S.5, as amended (the "Act") in respect of Clarendon Apartments (1963) Limited ("Clarendon"), areporting issuer, for failing to file financial statements with the Commission as required by the Act;

AND WHEREAS on April 30, 1996, the Commission issued a Notice of Hearing pursuant to sections 104 and 127 of the Act in respect of 964178 Ontario Inc.,George Gantcheff, Stan Zipkin, Philip Molson and David Ezagui (collectively the "Respondents"), in connection with a take-over of Clarendon (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;

AND WHEREAS in order to implement the Settlement Agreement, it will be necessary to vary the Cease Trade Order;

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

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

IT IS ORDERED, pursuant to section 144 of the Act, that the Cease Trade Order is hereby varied to permit trades in the securities of Clarendon solely for thepurpose of complying with the order made this day by the Commission under clause (c) of subsection 104(1) of the Act in connection with the SettlementAgreement relating to the Proceeding.

February 5th, 1997.

"Morley P. Carscallen"

"G. P. H. Vernon"