Order: In the Matter of Belteco Holdings Inc. et al.

By notice of hearing, dated December 15, 1993 and amended March 1, 1996,the Ontario Securities Commission (the "Commission") announced that it proposed tohold a hearing to consider, inter alia:

a) whether, pursuant to section 127 of the Securities Act, R.S.O. 1990, c. S5, asamended (the "Act"), it is in the public interest to order, that the registration ofPeter Arthur Mitchell ("Mitchell") should be suspended, cancelled, restricted orbe made subject to conditions, or whether Mitchell should be reprimanded;

b) whether, pursuant to section 127 of the Act, in the opinion of the Commission itis in the public interest to order, subject to such terms and conditions as theCommission may impose, that any or all of the exemptions contained in sections35, 72, 73 and 93 of the Act no longer apply to BelTeco Holdings Inc.("BelTeco"), Torvalon Corporation ("Torvalon"), Gary Salter, Elaine Salter, GlenErikson, Christine Erikson, Kai Hoesslin, Harcourt Wilshire, Rodika Florika("Florika"), 921159 Ontario Inc. ("921159"), 918211 Ontario Inc. ("918211") andPeter Mitchell; and

c) such further and other orders as the Commission considers appropriate.

We refer to the Decisions and Reasons in this hearing dated September 30,1998 and December 15, 1998.

Having considered the evidence in this case, our findings of fact and thesubmissions made by counsel, we are of the opinion that it is in the public interest tomake the order set out herein.

THEREFORE IT IS HEREBY ORDERED that:

1. Pursuant to section 127 of the Act (now section 128), none of the exemptionsprovided for in Ontario Securities law shall apply to Glen Erikson, ChristineErikson, Kai Hoesslin, and Harcourt Wilshire, whether acting directly, orindirectly through another person or company, or through any person orcompany acting on their behalf, including any trust arrangement, from the date ofthis order, subject to further order of the Commission.

2. Notwithstanding the foregoing, after the expiration of a two year periodcommencing from the date of this order, Glen Erikson and Christine Erikson maytrade in securities, so long as:

a) the trades are in securities referred to in clause 1 of subparagraph 35(2)of the Act; or

b) in the case of securities other than those referred to in (a), (i) thesecurities are listed and posted for trading on the Toronto StockExchange; (ii) neither Glen Erikson nor Christine Erikson, or any memberof their respective families is an insider, partner or promoter of the issuerof the securities; (iii) Glen Erikson and Christine Erikson do not owndirectly or indirectly through another person or company, or through anyperson or company acting on their behalf or on behalf of either of them,independently or in aggregate more than two and one-half (2-1/2) percent of the outstanding securities of the class or series of the class inquestion; and (iv) the law governing such trades is otherwise compliedwith.

3. Pursuant to section 127 of the Act (now section 128), Peter Arthur Mitchell, beand he is hereby reprimanded.

DATED at Toronto this 15th day of December 1998.

"J. F. Howard"       "G.P. H. Vernon"