Securities Law & Instruments

IN THE MATTER OF

THE SECURITIES ACT, R.S.O.1990, C.S.5,

AS AMENDED (the "Act")

AND

IN THE MATTER OF

ARLINGTON SECURITIES INC.AND

SAMUEL ARTHUR BRIAN MILNE

ORDER

WHEREAS the Ontario SecuritiesCommission has concluded that the Respondents have conductedthemselves in a manner that is contrary to the public interest;

IT IS ORDERED that pursuantto S. 127(1) and S. 127.1 of the Ontario Securities Act that:

Arlington Securities Inc.

1. Arlington Securities Inc.shall be reprimanded.

2. Arlington Securities Inc.registration shall be terminated.

3. Arlington Securities Inc.shall permanently not have the benefit of any exemptions containedin Ontario securities law.

Samuel Arthur Brian Milne

1. Mr. Milne shall be reprimanded.

2. Mr. Milne shall cease tradingin securities for three (3) years from the date of this Order.

3. Mr. Milne shall not haveavailable for a period of three (3) years from the date ofthis Order any exemptions contained in Ontario securitieslaw.

4. Mr. Milne shall resignfor a period of three (3) years from the date of this Orderone or more positions which he may hold as an officer or directorof any issuer.

5. Mr. Milne shall for a periodof three (3) years from the date of this Order not becomeor act as an officer or director of an issuer.

6. Mr. Milne will pay costsof the investigation in the amount of $5,000.

June 25, 2002.

"Howard I. Wetston"                    "H.Lorne Morphy"                    "RobertW. Davis"