Order: In the Matter of Jonathan Carley

In the matter
of the Securities Act


-and-


In the matter of
JONATHAN CARLEY

ORDER

     WHEREAS on November 14, 2003, the Ontario Securities Commission issued a Notice of Hearing under sections 127 and 127.1 of the Securities Act in respect Jonathan Carley.

     WHEREAS Carley signed a settlement agreement on November 14, 2003, in which he agreed to a proposed settlement of the proceeding, subject to the approval of the Commission;

     AND UPON reviewing the settlement agreement and the Statement of Allegations of Staff and upon hearing submissions of counsel for Carley and of Staff;

     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 is approved;
   
   
2. Jonathan Carley is reprimanded;
   
   
3. Jonathan Carley is prohibited from trading in any securities for a period of eighteen months;
   
   
4. Jonathan Carley shall pay $89,400 to the Commission to be allocated to such third parties as the Commission may determine for purposes that benefit Ontario investors; and
   
   
5. Jonathan Carley shall pay $20,000 costs to the Commission.
   

     DATED at Toronto this 10th day of December, 2003