Order: In the Matter of Amalgamated Income Limited Partnership and 479660 B.C. Ltd.

WHEREAS on April 26, 2000, the Ontario Securities Commission (the "Commission") issued a Notice of Hearing pursuant to sections 127 and 127.1 of the Securities Act (the "Act") in respect of Amalgamated Income Limited Partnership ("Amalgamated") and 479660 B.C. Ltd. ("479660") and Notice of Return of Hearing on February 8, 2001;

AND WHEREAS Amalgamated and 479660 entered into a settlement agreement dated February 7, 2001 (the "Settlement Agreement") in which it agreed to a proposed settlement of the proceeding, subject to the approval of the Commission;

AND UPON reviewing the Settlement Agreement and the Statement of Allegations of Staff of the Commission, and upon hearing submissions from counsel for Amalgamated and 479660 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 ORDERED THAT:

(1)the Settlement Agreement dated February 7, 2001, attached to this Order, is hereby approved;

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

(3)pursuant to clause 6 of subsection 127(1) of the Act, 479660 is hereby reprimanded;

(4)pursuant to clause 4 of subsection 127(1) of the Act, Amalgamated and 479660 shall submit to a review of their compliance practices and procedures, such review to be carried out by Blake, Cassels & Graydon LLP appointed by the Commission upon the joint submission of Amalgamated, 479660 and Staff, at the sole expense of Amalgamated and 479660, and shall implement such changes as are recommended by Blake, Cassels & Graydon LLP, within reasonable time frames set out by Blake, Cassels & Graydon LLP after consultation with Amalgamated, 479660 and Staff. Amalgamated and 479660 will report in writing to Staff and Blake, Cassels & Graydon LLP as to the implementation of the recommendations made by Blake, Cassels & Graydon LLP within the aforementioned time frames set out by Blake, Cassels & Graydon LLP; and

(5)pursuant to clause 127.1(2) of the Act, the respondents are ordered to make payment in the amount of $20,000 to the Commission in respect of a portion of the Commission's costs with respect to this matter.

February 12, 2001.

Howard I.Wetston, J. A. Geller, Theresa McLeod