Proceedings

IN THE MATTER OF THE SECURITIES ACT
R.S.O. 1990, c. S.5, AS AMENDED
AND
IN THE MATTER OF FRANK McCONNELL
ORDER (Section 127)

WHEREAS on May 4, 1993, the Ontario Securities Commission (the "Commission") issued a Notice of Hearing pursuant to Sections 27 and 128 of theSecurities Act, R.S.O. 1990, c. S.5 (the "Act"), in respect of Frank McConnell ("McConnell") and others (the "Hearing");

AND WHEREAS McConnell was registered as a director and officer of McConnell & Company Limited ("MCL") until May 14, 1991, when MCL's registrationwas suspended. Pursuant to Section 130(2) of the Regulation made under the Securities Act, R.R.O., 1990, Reg. 1015, McConnell's registration was suspendedwhen MCL's registration was suspended;

AND WHEREAS on September 20, 1993, the Hearing was adjourned to await the outcome of criminal charges and the suspension of McConnell's registrationwas continued and certain of the exemptions contained in the Act were removed.

AND WHEREAS on December 18, 1996, McConnell was found guilty of two counts of fraud in a judgment which is reported at (1997) 20 OSCB 233.

AND WHEREAS McConnell consents to the within Order;

IT IS ORDERED, pursuant to section 127(1) of the Act, that:

1. pursuant to clause 1, the registration granted to McConnell under Ontario securities law is hereby terminated; and

2. pursuant to clause 3, all exemptions contained in Ontario securities law do not apply to McConnell permanently, except that the following exemptions areavailable to McConnell:

a. the exemption contained in clause 10 of subsection 35(1) with respect to trades in securities which are listed and posted for trading on a stock exchange,securities described in clauses 1 and 2 of subsection 35(2) and mutual funds;

b. the exemption contained in clause 10 of subsection 35(2) of the Act and clause (a) of subsection 73(1) of the Act (solely as it relates to clause 10 of subsection35(2) of the Act).

February 28th, 1997.

"Morley P. Carscallen"

"J. F. Howard"