Proceedings


IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED

AND

IN THE MATTER OF
HILRY HILTON NEALE

ORDER
(Section 127(1))

WHEREAS on October 21, 1998, the Ontario Securities Commission (the"Commission") issued a notice of hearing (the "Notice of Hearing" pursuant to section127(1) of the Securities Act (the "Act") in respect of Hilry Hilton Neale ("Neale");

AND WHEREAS Neale entered into a settlement agreement dated November3rd, 1999 (the "Settlement Agreement") in which he agreed to a proposed settlementof the proceeding in respect of the Notice of Hearing, subject to the approval of theCommission;

AND WHEREAS Neale has agreed to the making of this Order on the basis ofthe facts set out in Part III of the Settlement Agreement;

AND UPON reviewing the Settlement Agreement and the Statement ofAllegations of Staff of the Commission, and upon hearing submissions from counselfor Neale and from Staff of the Commission;

AND WHEREAS the Commission is of the opinion that it is in the public interestto make this Order;

IT IS ORDERED:

(1) the Settlement Agreement dated November 3rd, 1999 attached to thisOrder, is hereby approved;

(2) pursuant to paragraph 1 of subsection 127(1) of the Act, Neale'sregistration be terminated; and

(3) pursuant to paragraph 2 of subsection 127(1) of the Act, Neale ceasetrading permanently in all securities.

November 3rd, 1999.

"Morley P. Carscallen"      "R. Stephen Paddon"