Pincock, James Frederick

IN THE MATTER OF

THE SECURITIES ACT

R.S.O. 1990, C. S.5, AS AMENDED

AND

IN THE MATTER OF

JAMES FREDERICK PINCOCK

ORDER

(Section 127)

WHEREAS on August 16, 2001 the OntarioSecurities Commission (the "Commission") issued aNotice of Hearing (the "Notice of Hearing") pursuantto section 127 of the Securities Act, R.S.O. 1990 C.S.5, asamended (the "Act") in respect of James FrederickPincock ("Pincock");

AND WHEREAS the Commission made an Orderon May 1, 2002 that the matter be adjourned to hearing dateson June 25, 26 and 27, 2002 for a hearing on the merits;

AND WHEREAS by Notice of Motion filedby Pincock returnable June 25, 2002, Pincock requested an adjournmentof the hearing from June 25 to 27, 2002 to dates commencingin the week of August 12, 2002 or as soon thereafter as thehearing could be scheduled;

AND WHEREAS Staff of the Commission opposedthe respondent's requested adjournment of the hearing;

AND WHEREAS as a term of the requestedadjournment, Pincock has given an undertaking to the Commissioneffective June 25, 2002, that Pincock will not trade in securitiesor act as an officer or director of any issuer in Ontario, pendingthe final determination of this matter commenced by the Noticeof Hearing (including exhaustion of any right of appeal availableto Pincock in respect of this proceeding), or other Order ofthe Commission releasing Pincock from the undertaking;

AND WHEREAS the Commission considersit to be in the public interest to make this order;

IT IS ORDERED THAT a signed copy of thesaid undertaking witnessed by Joseph Groia, counsel for therespondent Pincock, in the form marked as Exhibit "A-1"in this proceeding, be provided forthwith to John Stevenson,Secretary to the Commission, such undertaking to be marked asExhibit "A" in this proceeding, such undertaking toremain in effect until the final determination of this matter,including any right of appeal, or until further Order of theCommission;

IT IS ORDERED THAT the hearing is adjourned,peremptory to the respondent, to September 16, 17, 18, 19, 20,or such further dates as may be required for the completionof the hearing as may be agreed to by the parties and fixedby the Secretary to the Commission, or as scheduled by Orderof the Commission;

IT IS FURTHER ORDERED THAT Staff andthe respondent or his counsel attend a pre-hearing conferenceon Monday, August 26, 2002 at 10:00 a.m. or such other dateor time as may be agreed to by the parties and fixed by theSecretary to the Commission, or as scheduled by Order of theCommission.

July 24, 2002.

"H. Lorne Morphy"                    "KerryD. Adams"                    "HaroldP. Hands"

EXHIBIT "A-1"

IN THE MATTER OF

THE SECURITIES ACT

R.S.O. 1990, C. S.5, AS AMENDED

- AND -

IN THE MATTER OF

JAMES FREDERICK PINCOCK

UNDERTAKING OF JAMES FREDERICKPINCOCK

TO THE ONTARIO SECURITIESCOMMISSION

I, James Frederick Pincock, am a Respondentto a Notice of Hearing dated August 16, 2001 (the "Noticeof Hearing") issued by the Ontario Securities Commission(the "Commission"). I undertake to the Commissionthat I will not trade in any securities or act as an officeror director of any issuer in Ontario, pending the final determinationof the matter commenced by the Notice of Hearing as againstme (which includes exhaustion of any right of appeal availableto me in respect of the proceeding commenced by Notice of Hearing),or other order of the Commission releasing me from this undertaking.

I further acknowledge and agree that this undertakingwas given to the Commission on June 25, 2002 at the hearingbefore the Commission, as a term of the adjournment of the hearingwhich I requested, and that this signed undertaking will bemarked and entered as an exhibit to the proceeding commencedby the Notice of Hearing.