Proceedings

IN THE MATTER OF THE SECURITIES ACT
R.S.O. 1990, c.S.5, AS AMENDED (the "Act")
AND
IN THE MATTER OF
CANADIAN 88 ENERGY CORP.,
WEST CENTRAL CAPITAL CORPORATION,
GREGORY S. NOVAL AND DAVID R. DIPAOLO
ORDER

WHEREAS on September 26, 1997, the Ontario Securities Commission (the "Commission") issued a notice of hearing to consider:

1) whether, pursuant to paragraph 2 of subsection 127(1) of the Act, it would be in the public interest to make an order that trading in any securities by Canadian88 Energy Corp. ("Canadian 88"), West Central Capital Corporation ("West Central"), Gregory S. Noval ("Noval") and David R. DiPaolo ("DiPaolo")(collectively, the "Respondents") cease permanently or for such period as is specified by the Commission;

2) whether, pursuant to paragraph 3 of subsection 127(1) of the Act, it would be in the public interest to make an order that any exemptions contained in Ontariosecurities law do not apply to the Respondents permanently or for such period as is specified by the Commission;

3) whether, pursuant to paragraph 6 of subsection 127(1) of the Act, it would be in the public interest to make an order that any of the Respondents bereprimanded by the Commission; and

4) such further and other order as the Commission considered appropriate;

AND WHEREAS on September 26, 1997, the Alberta Securities Commission issued a notice of hearing in respect of the same matter;

AND WHEREAS the Respondents and staff of the Commission entered into a settlement agreement (the "Settlement Agreement") in which they agreed to aproposed settlement of these proceedings, subject to the approval of the Commission;

AND WHEREAS each of the Respondents has consented to the issuance of this order and has waived his or its right to a full hearing and appeal of this matter;

AND UPON reviewing the Settlement Agreement filed herein;

AND UPON the Commission being of the opinion that it is in the public interest to make this order;

THEREFORE IT IS HEREBY ORDERED, pursuant to paragraphs 2, 3 and 6 of subsection 127(1) of the Act, that:

1. Canadian 88 be and is hereby reprimanded; and

2. (a) trading in all securities by Noval, DiPaolo and West Central cease for a period of:

(i) 12 months in the case of Noval, and

(ii) 6 months in the case of West Central and DiPaolo,

from the date hereof; and

(b) the exemptions contained in Ontario securities law do not apply to Noval, DiPaolo and West Central for a period of ;

(i) 12 months in the case of Noval, and

(ii) 6 months in the case of West Central and DiPaolo,

from the date hereof;

except:

(w) trading in government securities as described in paragraph 35(2)1 of the Act and the exemptions contained in the said statutory provision;

(x) trading in a registered retirement savings plan as defined in the Income Tax Act (Canada);

(y) trading in mutual funds as defined in subsection 1(1) of the Act, provided such trades are in compliance with paragraph 35(1)10 of the Act; and

(z) any trade made in respect of a formal take-over bid or issuer bid and the exemptions in respect thereof as contained in paragraph 35(1)17 of the Act.

DATED at Calgary, Alberta this 15th day of October 1997

"J. A. Geller"

"K. D. Adams"