Securities Law & Instruments









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

WHEREAS on June 17, 2002 the OntarioSecurities Commission (the "Commission") made a TemporaryOrder (the "Temporary Order") pursuant to section127(1) of the Securities Act, R.S.O. 1990, c.S.5 as amended(the "Act");

AND WHEREAS, pursuant to the TemporaryOrder, the registration of Mark Edward Valentine ("Valentine")under Ontario securities law was suspended for the later offifteen days after the making of the Temporary Order or theconclusion of a hearing under section 127(6) of the Act unlessfurther extended by the Commission at such a hearing;

AND WHEREAS, further pursuant to theTemporary Order, trading in any securities by Valentine wasordered to cease;

AND WHEREAS the Temporary Order expiredon July 2, 2002 and was extended on consent to July 8, 2002;

AND WHEREAS the Temporary Order was extendedon July 8, 2002; and further extended on January 31, 2003 untilthis Order;

AND WHEREAS on January 7, 2003 the Commissionissued a Notice of Hearing, with respect to a hearing to considerwhether, pursuant to section 127 of the Act, it is in the publicinterest for the Commission:

a) If necessary, to extend the temporaryorder made July 8, 2002 ("the July Order") untilthe conclusion of this hearing pursuant to clause 7 of s.127;

b) at the conclusion of this hearing, tovary the July Order by removing the trading exemptions containedtherein and extending the amended Order until July 31, 2003;and

c) to make such other order as the Commissionconsiders appropriate.

AND WHEREAS on January 7, 2003, staffof the Commission issued an amended Statement of Allegations;

AND WHEREAS on January 30, 2003, theCommission heard the submissions of counsel for Valentine andthe submissions of counsel for staff of the Commission;

AND AS the Commission is of the opinionthat it is in the public interest to make this order;

IT IS HEREBY ORDERED pursuant to sections127(1) and 127(7) of the Act that, effective immediately:

1. the registration of Valentine is suspendedand the exemptions contained in Ontario securities law donot apply to Valentine for a period commencing from this dateand ending July 31, 2003; provided that, during this period,Valentine may trade in certain securities for his own accountor for the account of his registered retirement savings planor registered retirement income fund (as defined in the IncomeTax Act (Canada)) if:

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

b) in the case of securities other thanthose referred to in the foregoing paragraph (a):

(i) the securities are listed and postedfor trading on The Toronto Stock Exchange or the New YorkStock Exchange (or their successor exchanges); and

(ii) Valentine does not own directly,or indirectly through another person or company or throughany person or company acting on his behalf, more thanone (1) percent of the outstanding securities of the classor series of the class in question;

c) Valentine must submit standing instructionsto each registrant with whom he has an account, or throughor with whom he trades any securities, directing that copiesof monthly account statements be forwarded to the Commission;

d) for all personal trading Valentine mustcarry out permitted trading through accounts opened in hisname only and must close any accounts in which he has anybeneficial ownership or interest that were not opened inhis name only;

2. if a hearing arising out of the Noticeof Hearing dated June 24, 2002 in connection with the mattersset out in the Statement of Allegations is not commenced forwhatever reason on or before July 31, 2003, staff may applyto the Commission for an order extending this order for suchfurther period as the Commission considers appropriate.

3. in this order, "Ontario securitieslaw" has the meaning ascribed to that term in the Act.

February 14, 2003.

"Howard I. Wetston"                    "RobertL. Shirriff"                    "RobertW. Davis"