Proceedings

IN THE MATTER OF THE SECURITIES ACT
R.S.O. 1990, c. S.5, AS AMENDED
AND
IN THE MATTER OF
ROBERT PHILLIPS
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 Robert Phillips ("Phillips") and others (the "Hearing");

AND WHEREAS Phillips was registered as a salesperson employed by 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, Phillip's registration was suspendedwhen MCL's registration was suspended;

AND WHEREAS on June 8, 1993, the Hearing was adjourned to await the outcome of criminal charges and the suspension of Phillip's registration wascontinued and certain of the exemptions contained in the Act were removed.

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

AND WHEREAS Phillips 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 Phillips under Ontario securities law is hereby terminated; and

2. pursuant to clause 3, all exemptions contained in Ontario securities law do not apply to Phillips permanently, except the exemption contained in clause 10 ofsubsection 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 ofsubsection 35(2) and mutual funds.

February 28th, 1997.

"Morley P. Carscallen"

"J. F. Howard"