Securities Law & Instruments



R.S.O. 1990, CHAPTER S. 5,as amended






(Section 127)

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 the Temporary Order was extendedon July 8, 2002, and further extended on January 31, 2003 andFebruary 14, 2003;

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

AND WHEREAS on July 22, 2003 the Commissionissued a Notice of Hearing to consider whether, pursuant tosection 127 of the Act, it is in the public interest for theCommission:

a) to extend the temporary order dated February14, 2003 pending further order of the Commission; and

b) to make such other order as the Commissionconsiders appropriate;

AND WHEREAS on July 28, 2003, the Commissionheard the submissions of counsel for Valentine and for Staffof the Commission;

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

IT IS HEREBY ORDERED that the TemporaryOrder is continued on the following terms:

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 January 31, 2004; 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;and

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 amended Statement of Allegations is not commencedfor whatever reason on or before January 31, 2004, staff mayapply to the Commission for an order extending this orderfor such further period as the Commission considers appropriate.

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

4. Valentine must file with the Secretaryto the Commission's office particulars of his compliance withparagraphs 1(c) and 1(d) of the order dated February 14, 2003.

July 28, 2003.

"Robert W. Shirriff"
"Robert W. Davis"
"Wendell S. Wigle"