Proceedings

IN THE MATTER OF THE SECURITIES ACTR.S.O. 1990 c.S.5
AS AMENDED
AND
IN THE MATTER OF
NORMAN FRYDRYCH
ORDER(Section 127)

WHEREAS by notice of notice of hearing dated August 2, 1996 (the "Notice of Hearing"), the Ontario Securities Commission (the "Commission") announcedthat it proposed to hold a hearing (the "Hearing") to consider:

(a) whether, pursuant to paragraph 1 of subsection 127(1) of the Securities Act R.S.O. 1990 c.S.5 as amended (the "Act"), it is in the public interest to order,that the registrations of Marchment & Mackay Limited, Amit James Sofer, Charles Lorne Ornstein, Jerry Murray Saltsman, Norman Frydrych ("Frydrych"),Gregory Charles Osborne, and Fraser John Edward Plant (collectively, the "Respondents") should be suspended, terminated, restricted or be made subject toconditions;

(b) whether, pursuant to paragraph 3 of subsection 127(1) of the Act, it is in the public interest to order that the exemptions contained in Ontario securities lawdo not apply to the Respondents;

(c) whether, pursuant to subsection 37(1) of the Act, it is in the public interest to suspend, cancel, restrict or impose terms and conditions upon the right of theRespondents to call at or telephone to any residence in Ontario for the purpose of trading in any security or in any class of securities; and

(d) such further and other order as the Commission considers appropriate.

AND WHEREAS Frydrych and Staff of the Commission entered into a Settlement Agreement dated June 10, 1997 (the "Settlement Agreement"), in which theyagreed to a proposed settlement of these proceedings, subject to the approval of the Commission;

AND WHEREAS Frydrych has admitted the facts set out in Part III of the Settlement Agreement and has consented to the issuance of this Order on the basis ofthose facts;

AND WHEREAS Frydrych has waived his rights to a full hearing and appeal of this matter;

AND WHEREAS staff of the Commission and Frydrych have made submissions in respect of the terms of the Settlement Agreement;

AND UPON the Commission reviewing and approving this Settlement Agreement dated July 10, 1997;

AND UPON the Commission being of the opinion that it is in the public interest to make this order;

THEREFORE IT IS HEREBY ORDERED, pursuant to subsection 127 (1) of the Securities Act ( the "Act") that:

1. Frydrych's registration under the Act shall be suspended for a period of ninety (90) days commencing on May 5, 1997,

2. Upon completion of Frydrych's suspension and coincident with his employment as a salesperson with a registered dealer, the following terms and conditionsshall be imposed on his registration under the Act and shall continue in effect for a period of two years:

(a) no transaction shall occur in a new account until the full and correct documentation is in place as confirmed by a senior officer of the registrant;

(b) all client accounts shall be reviewed by a senior officer on a monthly basis to determine the continuing suitability of the investments in the account; and

(c) written acknowledgement is filed by Frydrych's employer on a quarterly basis with the Manager of the Compliance section of the Commission, or such otherperson as may be designated by Staff, confirming that the foregoing terms and conditions will be complied with.

3. Frydrych shall, within the period described in paragraph two above, complete the Conduct and Practices Course offered by the Canadian Securities Institute.

July 15th, 1997.

"Morley P. Carscallen"