Order: In the Matter of W. Norman Maxwell

WHEREAS on July 4, 1995, the Ontario Securities Commission (the "Commission") issueda notice of hearing pursuant to subsection 127(1) of the Securities Act (the "Act") in respect of W.Norman Maxwell ("Maxwell");

AND WHEREAS Maxwell entered into a settlement agreement dated April 11, 2000 (the"Settlement Agreement") in which he agreed to a proposed settlement of the proceeding, subject tothe approval of the Commission;

AND WHEREAS Maxwell has represented that he has not been or acted as a director of a reporting issuer during the period from January 15, 1996 to the date of this Order;

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

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 April 11, 2000, attached to this Order, is hereby approved;

(2) pursuant to clause 2 of subsection 127(1) of the Act, Maxwell is prohibited fromtrading in securities for a period of ten years from the date of the Temporary Ordermade against him on January 15, 1996 except that Maxwell will be permitted totrade for his personal account in mutual fund securities and securities described inclauses 1 and 2 of subsection 35(2) of the Act;

(3) pursuant to clause 8 of subsection 127(1) of the Act, Maxwell is prohibited frombecoming or acting as a director of a reporting issuer for a period of ten years fromthe date of the Temporary Order made against him on January 15, 1996; and

(4) pursuant to clause 6 of subsection 127(1) of the Act, Maxwell is herebyreprimanded.

April 14th, 2000.

"Morley P. Carscallen"    "Robert W. Davis"