Order: In the Matter of Donald Parker

IN THE MATTER OF THE SECURITIES ACT

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

AND

IN THE MATTER OF DONALD PARKER

ORDER

(Sections 127 and 127.1)

    WHEREAS on April 14, 2004, the Commission issued a Notice of Hearing (the "Notice of Hearing") pursuant to sections 127 and 127.1 of the Securities Act (the "Act") in respect of Donald Parker;

    AND WHEREAS Donald Parker entered into a settlement agreement with Staff of the Commission (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 UPON reviewing the Settlement Agreement and the Notice of Hearing and Statement of Allegations of Staff of the Commission, and upon hearing submissions from the Respondent and from 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 HEREBY ORDERED THAT pursuant to ss. 127(1) and 127.1 of the Act :

•  the Settlement Agreement dated May 12, 2004, attached hereto, is hereby approved;

•  t he Respondent will cease trading in securities for a period of six months, effective from the date of this Order;

•  the exemptions contained in Ontario securities law do not apply to the Respondent for a period of six months, effective from the date of this Order;

•  the Respondent will forthwith resign any position he holds as a director of any issuer;

•  the Respondent will not act as a director of any issuer for a period of six months, effective from the date of this Order;

•  the Respondent will be reprimanded by the Commission;

•  the Respondent will make a settlement payment of $1,800 to the Ontario Securities Commission for allocation to or for the benefit of such third parties as may be approved by the Minister under section 3.4(2) of the Act; and

•  the Respondent will make a payment of $5,000 to Ontario Securities Commission in respect of a portion of the Commission's costs with respect to this matter.

DATED at Toronto this 18th day of May, 2004