Order: In the Matter of Hilry Hilton Neale

WHEREAS on October 21, 1998, the Ontario Securities Commission (the"Commission") issued a notice of hearing (the "Notice of Hearing" pursuant to section127(1) of the Securities Act (the "Act") in respect of Hilry Hilton Neale ("Neale");

AND WHEREAS Neale entered into a settlement agreement dated November3^rd, 1999 (the "Settlement Agreement") in which he agreed to a proposed settlementof the proceeding in respect of the Notice of Hearing, subject to the approval of theCommission;

AND WHEREAS Neale has agreed to the making of this Order on the basis ofthe facts set out in Part III of the Settlement Agreement;

AND UPON reviewing the Settlement Agreement and the Statement ofAllegations of Staff of the Commission, and upon hearing submissions from counselfor Neale and from Staff of the Commission;

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

IT IS ORDERED:

(1) the Settlement Agreement dated November 3^rd, 1999 attached to thisOrder, is hereby approved;

(2) pursuant to paragraph 1 of subsection 127(1) of the Act, Neale'sregistration be terminated; and

(3) pursuant to paragraph 2 of subsection 127(1) of the Act, Neale ceasetrading permanently in all securities.

November 3^rd, 1999.

"Morley P. Carscallen"      "R. Stephen Paddon"