Order: In the Matter of First Federal Capital (Canada) Corporation and Monte Morris Friesner

IN THE MATTER OF THE SECURITIES ACT
R.S.O. 1990, c.S.5, as amended

- AND -

IN THE MATTER OF FIRST FEDERAL CAPITAL (CANADA) CORPORATION
and MONTE MORRIS FRIESNER

ORDER
Sections 127 and 127.1

    WHEREAS on the 11th day of December, 2000, the Ontario Securities Commission (the "Commission") ordered, pursuant to clause 2 of section 127(1) of the Securities Act, R.S.O. 1990, c.S.5, as amended (the "Act"), that all trading in securities by the respondents First Federal Capital (Canada) Corporation ("First Federal") and Monte Morris Friesner ("Friesner") cease (the "Temporary Order");

    AND WHEREAS on the 12th day of December, 2000, the Commission issued a Notice of Hearing and related Statement of Allegations against First Federal and Friesner;

    AND WHEREAS on the 20th day of December, 2000, the Commission ordered that the Temporary Order be extended until the conclusion of the hearing and a decision is rendered or until otherwise ordered by the Commission and that the hearing be adjourned sine die;

    AND WHEREAS on the 2nd day of April, 2003, the Commission issued an Amended Amended Statement of Allegations against First Federal and Friesner;

    AND WHEREAS the Commission has heard submissions from counsel for Staff of the Commission, from counsel for First Federal and Friesner and from Friesner;

    IT IS THEREFORE ORDERED that:

1. pursuant to clause 2 of subsection 127(1) of the Act, First Federal and Friesner cease trading in securities, permanently;
   
2. pursuant to clause 7 of subsection 127(1) of the Act, Friesner resign all positions that he holds as a director or officer of an issuer;
   
3. pursuant to clause 8 of subsection 127(1) of the Act, F riesner is permanently prohibited from becoming or acting as director or officer of an issuer; and
   
4. pursuant to section 127.1 of the Act, First Federal and Friesner pay the costs of Staff’s investigation and the hearing relating to this matter in the amount of $20,000.00.

    DATED at Toronto this 4^th day of August, 2004