Order: In the Matter of George Burton

WHEREAS on May 4, 1993, the Ontario Securities Commission (the "Commission") issued a Notice of Hearing pursuant to Sections 27 and 128 of theSecurities Act, R.S.O. 1990, c. S.5 (the "Act"), in respect of George Burton ("Burton") and others (the "Hearing);

AND WHEREAS Burton was registered an officer of McConnell & Company Limited ("MCL") until May 14, 1991, when MCL's registration was suspended.Pursuant to Section 130(2) of the Regulation made under the Securities Act, R.R.O., 1990, Reg. 1015, Burton's registration was suspended when MCL'sregistration was suspended;

AND WHEREAS on June 8, 1993, the Hearing was adjourned to await the outcome of criminal charges and the suspension of Burton's registration wascontinued and certain of the exemptions contained in the Act were removed.

AND WHEREAS on Decenber 18, 1996, Burton was found guilty of one count of fraud and one count of theft in a judgment which is reported at (1997) 20OSCB 233.

AND WHEREAS Burton consents to the within Order;

IT IS ORDERED, pursuant to section 127(1) of the Act, that:

1. pursuant to clause 1, the registration granted to Burton under Ontario securities law is hereby terminated; and

2. pursuant to clause 3, all exemptions contained in Ontario securities law do not apply to Burton permanently, except that the following exemptions areavailable to Burton:

a. the exemption contained in clause 10 of subsection 35(1) with respect to trades in securities which are listed and posted for trading on a stock exchange,securities described in clauses 1 and 2 of subsection 35(2) and mutual funds;

b. the exemption contained in clause 10 of subsection 35(2) of the Act and clause (a) of subsection 73(1) of the Act (solely as it relates to clause 10 of subsection35(2) of the Act).

February 28th, 1997.

"Morley P. Carscallen"

"J. F. Howard"