Securities Law & Instruments









(Section 127 of the SecuritiesAct, R.S.O. 1990, c.S.5 as amended)

WHEREAS on June 17, 2002the Ontario Securities Commission (the "Commission")made a Temporary Order (the "Temporary Order") pursuantto section 127(1) of the Securities Act, R.S.O. 1990, c.S.5as amended (the "Act");

AND WHEREAS, pursuantto the Temporary Order, the registration of Mark Edward Valentine("Valentine") under Ontario securities law was suspendedfor the later of fifteen days after the making of the TemporaryOrder or the conclusion of a hearing under section 127(6) ofthe Act unless further extended by the Commission at such ahearing;

AND WHEREAS, furtherpursuant to the Temporary Order, trading in any securities byValentine was ordered to cease;

AND WHEREAS the TemporaryOrder expired on July 2, 2002 and was extended on consent toJuly 8, 2002;

AND WHEREAS on June 24,2002 the Commission issued a Notice of Hearing (the "Notice")with respect to a hearing to consider whether, pursuant to section127 of the Act, it is in the public interest for the Commission:

(a) to extend the TemporaryOrder until the conclusion of the hearing pursuant to clause7 of section 127 of the Act;

(b) to make an order pursuantto clause 1 of section 127(1) of the Act further suspendingthe registration of Valentine until further ordered by theCommission;

(c) to make an order pursuantto clause 2 of section 127(1) of the Act that trading in anysecurities by Valentine cease until further ordered by theCommission;

(d) further, or in the alternativeto paragraph (c) above, to make an order pursuant to clause8 of section 127(1) of the Act to extend the Temporary Orderuntil further ordered by the Commission; and

(e) to make such other orderas the Commission considers appropriate.

AND WHEREAS on June 24,2002, staff of the Commission issued a Statement of Allegations(the "Statement of Allegations") in connection withthe matters set out in the Notice which was appended to theNotice;

AND WHEREAS on July 2,2002 and July 8, 2002, the Commission heard the submissionsof counsel for Valentine and the submissions of counsel forstaff of the Commission with respect to the matters set outin the Notice;

AND AS the Commissionis of the opinion that it is in the public interest to makethis order;

IT IS HEREBY ORDEREDpursuant to sections 127(1) and 127(7) of the Act that, effectiveimmediately:

1. the registration of Valentineis suspended and the exemptions contained in Ontario securitieslaw do not apply to Valentine for a period commencing fromthis date and ending January 31, 2003; provided that, duringthis period, Valentine may trade in certain securities forhis own account or for the account of his registered retirementsavings plan or registered retirement income fund (as definedin the Income Tax Act (Canada)) if:

(a) the securities are securitiesreferred to in clause 1 of subsection 35(2) of the Act;or

(b) in the case of securitiesother than those referred to in the foregoing paragraph(a):

(i) the securities arelisted and posted for trading on The Toronto Stock Exchangeor the New York Stock Exchange (or their successor exchanges);and

(ii) Valentine does notown directly, or indirectly through another person orcompany or through any person or company acting on hisbehalf, more than one (1) percent of the outstanding securitiesof the class or series of the class in question;

2. if a hearing arising outof the Notice dated June 24, 2002 in connection with the mattersset out in the Statement of Allegations is not commenced forwhatever reason before January 31, 2003, staff may apply tothe Commission for an order extending this order for suchfurther period as the Commission considers appropriate.

3. in this order, "Ontariosecurities law" has the meaning ascribed to that termin the Act.

July 8, 2002.

"H. I. Wetston"                    "R.W. Davis"                    "D.Brown"