Order: In the Matter of Regal Capital Planners Ltd.

WHEREAS on February 2, 2000, the Ontario Securities Commission (the"Commission") issued a notice of hearing pursuant to section 127(1) of the SecuritiesAct (the "Act") in respect of Regal Capital Planners Ltd. ("Regal");

AND WHEREAS Regal entered into a settlement agreement dated January 31,2000 (the "Settlement Agreement") in which it agreed to a proposed settlement of theproceeding, subject to the approval of the Commission;

AND UPON reviewing the Settlement Agreement and the statement ofallegations of Staff of the Commission, and upon hearing submissions from counsel forRegal and from Staff of the Commission;

AND WHEREAS the Commission is of the opinion that it is in the public interestto make this Order;

IT IS ORDERED THAT:

(1) the Settlement Agreement dated January 31, 2000, attached to thisOrder, is hereby approved;

(2) pursuant to clause 6 of subsection 127(1) of the Act, Regal is herebyreprimanded; and

(3) pursuant to clause 4 of subsection 127(1) of the Act, Regal shall submit toa review of its compliance practices and procedures, such review to becarried out by an expert appointed by the Commission upon the jointsubmission of Regal and Staff, at Regal's expense, and shall implementsuch changes as are recommended by the expert, within reasonable timeframes set out by that expert after consultation with Regal.

February 8^th, 2000.

"Howard I. Wetston"      "Theresa McLeod"