Order: In the Matter of Nucap Investments Inc. and William A. Dressing

WHEREAS on July 24, 1997, the Ontario Securities Commission (the "Commission") issued a Notice of Hearing pursuant to section 127(1) of the SecuritiesAct, R.S.O. 1990, c. S.5, as amended (the "Act") in respect of Nucap Investments Inc. and William A. Dressing (the "Respondents");

AND WHEREAS on August 15, 1997, the Commission ordered that the matter be adjourned to September 4, 1997 to speak to this matter;

AND WHEREAS Staff of the Commission and the Respondents entered into a settlement agreement dated October 28, 1997 (the "Settlement Agreement") inwhich they agreed to a proposed settlement of the proceeding subject to the approval of the Commission;

AND WHEREAS on September 4, 1997, the Commission ordered that a hearing into this matter be held on October 28, 1997;

AND WHEREAS the Respondents have agreed to a Commission order terminating their registrations;

AND UPON reviewing the Settlement Agreement, the Notice of Hearing, the Statement of Allegations of Staff of the Enforcement Branch of the Commissionand upon hearing submissions from counsel for the Respondents and counsel for Staff of the Enforcement Branch;

AND UPON the Commission being of the opinion that it is in the public interest to make this order;

IT IS ORDERED THAT:

1. the Settlement Agreement dated October 28, 1997 attached hereto, be and is hereby approved;

2. pursuant to clause 1 of subsection 127(1) of the Act, the registration granted to Nucap Investments Inc. as a mutual fund dealer is terminated; and

3. pursuant to clause 1 of subsection 127(1) of the Act, the registration granted to William A. Dressing as a trading officer of Nucap Investments Inc. isterminated.

October 28th, 1997.

"Morley P. Carscallen"

"G. P. H. Vernon"