Order: In the Matter of Robert Walter Harris

     WHEREAS on June 25, 2003, the Ontario Securities Commission issued a Notice of Hearing pursuant to sections 127(1) and 127.1 of the Securities Act in respect of Robert Walter Harris ("Harris");

     AND WHEREAS Harris entered into a settlement agreement with Staff of the Commission dated November 4 th , 2004 (the "Settlement Agreement") in which he agreed to a proposed settlement of the proceeding commenced by the Notice of Hearing, subject to the approval of the Commission;

     AND WHEREAS Staff recommend approval of the Settlement Agreement; &

     AND UPON reviewing the Settlement Agreement and the Notice of Hearing of Staff of the Commission, and upon hearing submissions of Staff and counsel for Harris;

     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 to this Order is hereby approved;
2. pursuant to clause 2 of subsection 127(1) of the Act , Harris will cease trading securities for a period of 24 months effective from the date of this Order;
3. pursuant to clause 3 of subsection 127(1) of the Act , any exemptions contained in Ontario securities law will not apply to Harris for a period of 24 months effective from the date of this Order;

    

4. pursuant to clause 6 of subsection 127(1) of the Act , Harris shall be reprimanded;
5. pursuant to clause 7 of subsection 127(1) of the Act , Harris shall resign all positions that he holds as an officer and director of an issuer;
6. pursuant to clause 8 of subsection 127(1) of the Act , Harris shall be prohibited from becoming or acting as a director or officer of an issuer for a period of 24 months effective from the date of this Order;
7. pursuant to section 127.1 of the Act , Harris shall pay the sum of $12,500 to the Ontario Securities Commission by certified cheque in respect of a portion of the costs of the investigation and proceeding in relation to this matter; and
8. Harris shall make a settlement payment of $39,500.00 by certified cheque to the Ontario Securities Commission for allocation to or for the benefit of such
9. third parties as may be approved by the Minister under section 3.4(2) of the Act.

DATED at Toronto this 21 st day of December, 2004.