Proceedings

IN THE MATTER OF THE SECURITIES ACT
R.S.O. 1990, c. S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF
RICK VANSANT, RON BEST, CLARE COPELAND,MICHAEL STEIN, RICHARD HARSHMAN, MICHAEL SERRUYA,NORMAN WINTON, RUSS HILL, LINDA MILLAGE, STEVE DODDSAND CAROL PIPKA

ORDER
(Section 127)

WHEREAS on June 7, 2000 the Ontario Securities Commission (the "Commission")made a temporary order pursuant to subsection 127(5) of the Act, that none of theRespondents shall trade in any securities of Moneysworth & Best Shoe Care Inc.("Moneysworth"), subject to the terms set out in the order, for a period of 15 days from thedate of the order;

AND WHEREAS on June 7, 2000 the Commission issued a Notice of Hearingpursuant to subsection 127(9) of the Act;

AND WHEREAS it appears to the Commission that:

1. Moneysworth is incorporated under the laws of Canada and is a reporting issuer inthe Province of Ontario.

2. Each of Rick VanSant, Ron Best, Clare Copeland, Michael Stein, RichardHarshman, Michael Serruya, Norman Winton, Russ Hill, Linda Millage, SteveDodds and Carol Pipka (the "Respondents") is, or was during the financial year ofMoneysworth ended December 31, 1999, a director, officer or significantshareholder (beneficial ownership of 10% or more of the voting rights ofMoneysworth) or individual that has, or may have, access to material undisclosedinformation of Moneysworth.

3. Moneysworth failed to file annual financial statements for its financial year endedDecember 31, 1999 (the "1999 Financial Statements") on or before May 19, 2000,contrary to subsection 78(1) of the Act.

4. as of the date of this order, Moneysworth has not filed its 1999 FinancialStatements.

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

IT IS ORDERED pursuant to paragraph 2 of subsection 127(1) of the Act that alltrading by the Respondents in the securities of Moneysworth shall cease until:

(a) two full business days following the receipt by the Commission of all filingsMoneysworth is required to make pursuant to Ontario securities law; or

(b) further order of the Commission.

June 21st, 2000.

"J. A. Geller"
"Morley P. Carscallen"
"R. Stephen Paddon"