Order: In the Matter of Edwards Securities Inc. et al.

IN THE MATTER OF THE SECURITIES ACT

R.S.O. 1990, C. S.5, AS AMENDED

- AND -

IN THE MATTER OF

EDWARDS SECURITIES INC., DAVID GERALD EDWARDS,

DAVID FREDERICK JOHNSON, CLANSMAN 98 INVESTMENTS INC.

and DOUGLAS G. MURDOCK

ORDER

(Section 127 and 127.1)

WHEREAS on August 9, 2002 the Ontario Securities Commission (the "Commission") issued a Notice of Hearing pursuant to sections 127 and 127.1 of the Securities Act, R.S.O. 1990 c.S.5, as amended (the "Act") in respect of Edwards Securities Inc., David Gerald Edwards, David Frederick Johnson, Clansman 98 Investments Inc. and Douglas G. Murdock;

AND WHEREAS Johnson entered into a settlement agreement with Staff of the Commission dated November 12, 2002 (the "Settlement Agreement") in which the Johnson 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 of the Commission, and upon hearing submissions from counsel for Johnson and for Staff of the Commission;

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

IT IS ORDERED THAT:

(1) the Settlement Agreement dated November 12, 2002 attached to this Order is hereby approved;

(2) pursuant to clause 6 of subsection 127(1) of the Act, Johnson is hereby reprimanded by the Commission;

(3) pursuant to clause 8 of subsection 127(1) of the Act, Johnson is hereby permanently prohibited from becoming or acting as an officer and/or director of any registrant, effective the date of this Order; and

(4) pursuant to subsection 127.1(1)(b) of the Act, Johnson will make payment to the Commission in the amount of $5,000.00 in respect of a portion of the costs of Staff's investigation of this matter.

DATED at Toronto this 11th day of December, 2002