Proceedings

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

WHEREAS on the 14th day of May, 1991, the Ontario Securities Commission (the "Commission") ordered, pursuant to Section 26(2) of the Securities Act,R.S.O. 1980, c. 466, as amended, that the registration of McConnell and Company Limited ("McConnell") be suspended for a period of fifteeen days from thedate thereof (the "Temporary Order");

AND WHEREAS by Order dated May 29, 1991, the hearing was adjourned sine die and the Temporary Order was extended until the hearing was concluded;

AND WHEREAS on May 16, 1991, the Ontario Court (General Division), appointed a receiver and manager of all the undertaking, property and assets ofMcConnell;

AND WHEREAS on December 18, 1996, senior officers of McConnell were found guilty of fraud in connection with a public offering which resulted in thecollapse of McConnell;

AND WHEREAS the receiver and manager of McConnell consents to the order herein;

NOW THEREFORE IT IS ORDERED, pursuant to clause 1 of section 127(1) of the Securities Act, R.S.O. 1990, c. S.5, as amended, that the registrationgranted to McConnell under Ontario securities law is hereby terminated.

February 28th, 1997.

"Morley P. Carscallen"

"J. F. Howard"