Order: In the Matter of David Barnsdale et al.

WHEREAS on October 31, 1997, the Ontario Securities Commission (the "Commission") issued a Notice of Hearing pursuant to section 127(1) of theSecurities Act, R.S.O. 1990, c. S.5, as amended (the "Act") in respect of, inter alia, Wayne Stephenson ("Stephenson");

AND WHEREAS Stephenson and Staff of the Commission entered into a settlement agreement dated November 5, 1997 (the "Settlement Agreement") inwhich they agreed to a proposed settlement of the proceeding respecting Stephenson subject to the approval of the Commission;

AND WHEREAS Stephenson has agreed that he will receive a suspension of his registration for a period of fifteen days from the Commission;

AND UPON reviewing the Settlement Agreement, the Statement of Allegations of Staff of the Enforcement Branch of the Commission and upon hearingsubmissions from Stephenson and Staff of the Commission;

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

IT IS ORDERED THAT:

(1) the Settlement Agreement dated November 5, 1997, attached hereto, be and is hereby approved; and

(2) pursuant to clause 1 of subsection 127(1) of the Act, the registration of Stephenson is suspended for a period of fifteen days commencing on Monday,December 1, 1997.

November 6th, 1997.

"Morley P. Carscallen"

"Glorianne Stromberg"

"Helen M. Meyer"