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In the matter
of the Securities Act


In the matter of



     WHEREAS on November 14, 2003, the Ontario Securities Commission issued a Notice of Hearing under sections 127 and 127.1 of the Securities Act in respect Jonathan Carley.

     WHEREAS Carley signed a settlement agreement on November 14, 2003, in which he agreed to a proposed settlement of the proceeding, subject to the approval of the Commission;

     AND UPON reviewing the settlement agreement and the Statement of Allegations of Staff and upon hearing submissions of counsel for Carley and of Staff;

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


  1. The settlement agreement attached is approved;

  2. Jonathan Carley is reprimanded;

  3. Jonathan Carley is prohibited from trading in any securities for a period of eighteen months;

  4. Jonathan Carley shall pay $89,400 to the Commission to be allocated to such third parties as the Commission may determine for purposes that benefit Ontario investors; and

  5. Jonathan Carley shall pay $20,000 costs to the Commission.

     DATED at Toronto this 10th day of December, 2003

"H. Lorne Morphy"
H. Lorne Morphy

"Suresh Thakrar"
Suresh Thakrar

"Theresa McLeod"
Theresa McLeod