Order: In the Matter of Stafford Kelley

      WHEREAS on July 11, 2005, the Ontario Securities Commission (the “Commission”) issued a Notice of Hearing pursuant to sections 127 and 127.1 of the Act in respect of Kelley, and others;

      AND WHEREAS the Respondent and Staff of the Commission entered into a settlement agreement dated May 12, 2008 (the “Settlement Agreement”) in which they agreed to a settlement of the proceeding subject to the approval of the Commission;

      AND UPON reviewing the Settlement Agreement and the Statement of Allegations of Staff of the Commission, and upon hearing the submissions from counsel for Kelley and for Staff of the Commission;

      AND WHEREAS Kelley and Medallion Capital Corp. have undertaken to the Commission that neither of them will ever apply to the Commission for registration in any capacity contemplated by the Act;

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

      IT IS HEREBY ORDERED THAT:

(1) the Settlement Agreement attached to this Order is hereby approved;

(2) pursuant to section 127 of the Act:

(a) Kelley shall cease trading in any securities for a period of five (5) years with the exception that Kelley will be permitted:

(i) to sell, exclusively for his own benefit, any securities that he beneficially and legally owns as of the date of this Order; and

(ii) to exercise, exclusively for his own benefit, any option or warrant that he legally and beneficially owns as of the date of this Order, entitling him to purchase shares, and to sell said shares;

(b) Kelley shall be reprimanded;

(c) Kelley shall resign any position he currently holds as an officer or director of any registrant or reporting issuer;

(d) Kelley shall be banned for a period of ten (10) years from acting as an officer or director of any reporting issuer or registrant; and

(3) pursuant to section 127.1 of the Act that Kelley pay costs of the investigation of this matter in the amount of $10,000.00 within 90 days of the Order.

Dated at Toronto on this 13^th day of May, 2008.

" James E. A. Turner " James E. A. Turner

" Margot C. Howard " Margot C. Howard