Order: In the Matter of Visions Financial Group Inc.

WHEREAS on May 3, 1999, the Ontario Securities Commission (the "Commission") issueda notice of hearing pursuant to section 127(1) of the Securities Act (the "Act") in respect of VisionsFinancial Group Inc. ("Visions");

AND WHEREAS Visions entered into a settlement agreement dated May 13, 1999 (the"Settlement Agreement") in which it agreed to a proposed settlement of the proceeding, subject tothe approval of the Commission;

AND UPON reviewing the Settlement Agreement and the statement of allegations of Staffof the Commission, and upon hearing submissions from counsel for Visions and from Staff of theCommission;

AND WHEREAS the Commission is of the opinion that it is in the public interest to makethis Order;

IT IS ORDERED THAT:

(1) the Settlement Agreement dated May 13, 1999, attached to this Order, is herebyapproved;

(2) pursuant to clause 6 of subsection 127(1) of the Act, Visions is hereby reprimanded;and

(3) pursuant to clause 1 of subsection 127(1) of the Act, the registration granted toVisions shall be subject to the following terms and conditions, effective immediately:

1. The registrant is required to deliver to the Commission, beginning as at April30, 1999:

(a) unaudited, interim financial statements at month end prepared inaccordance with generally accepted accounting principles;

(b) a calculation of minimum free capital;

(c) a calculation of adjusted liabilities prepared in accordance withStatement C of Form 9; and

(d) a reconciliation of all trust bank accounts,

such documents to be delivered on or before May 26, 1999, in respect of themonth ending April 30, 1999, and to be delivered within three weeks of eachsubsequent month end. All such filings must be in a form satisfactory to Staffof the Commission.

2. The registrant is required to deliver to the Commission, on or before August13, 1999, and as at June 30, 1999:

(a) financial statements;

(b) a calculation of excess free capital;

(c) Statement C of Form 9; and

(d) the compliance report referred to in section 12.04 of National Policy39;

all of which must be prepared and audited in accordance with Ontariosecurities law, and must be accompanied by an audit opinion that is neitherreserved nor qualified.

3. If the registrant fails to comply with any element of either of the terms andconditions set out in paragraphs 1 or 2 above, the registrant's registration will,at the instance of the Director and without any need for the Director toconduct a hearing, or any other pre-condition, be automatically suspendedpending full compliance.

May 13th, 1999.

"G. P. H. Vernon"

"R. Stephen Paddon"

"Robert W. Korthals"