Scaffold Connection Corporation

IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990,CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF
SCAFFOLD CONNECTION CORPORATION

ORDER
(Section 144)

WHEREAS the securities of Scaffold Connection Corporation ("Scaffold") are subject to a Temporary Order of the Director dated May 29, 2000 and extended by Order the Director dated June 9, 2000 made under section 127 of the Act (collectively, the "Cease Trade Order") directing that trading in the securities of Scaffold cease;

WHEREAS Scaffold has made application to the Ontario Securities Commission (the "Commission") pursuant to section 144 of the Act for an order to revoke the Cease Trade Order;

AND UPON considering the application and the recommendation of staff of the Commission;

AND UPON the Corporation having represented to the Commission that:

1.Scaffold is a corporation continued under the laws of the Province of Alberta on October 5, 1995 and its head office is located in Fort Saskatchewan, Alberta;

2.Scaffold is a reporting issuer under the Act;

3.the authorized share capital of Scaffold consists of an unlimited number of common shares (the "Common Shares"), an unlimited number of non-voting common shares, an unlimited number of first preferred shares issuable in series, and an unlimited number second preferred shares issuable in series, of which 22,498,058 Common Shares were issued and outstanding as of the date hereof;

4.the Common Shares are listed on The Toronto Stock Exchange (the "TSE") but are currently suspended from trading over the TSE (the "TSE Suspension");

5.on August 26, 1999, Scaffold announced that a payroll audit revealed an error in the recording of Scaffold's payroll related expenses in 1998 (the "Payroll Error") causing Scaffold's earnings before income taxes as reported in the year ended December 31, 1998 financial statements (the "1998 Statements") to be overstated by approximately $1,750,000;

6.on September 13, 1999, Scaffold issued a press release informing the public (i) of the Payroll Error and its impact of the 1998 Statements, (ii) that Scaffold's auditors had withdrawn their audit report dated May 7, 1999 on the 1998 Statements, and (iii) that the 1998 Statements would be restated;

7.on December 23, 1999, an application was made under the Companies' Creditors ArrangementAct (Canada)(the "CCAA") to the Court of Queen's Bench of Alberta (the "Court") by Scaffold's principal lender, the Bank of Montreal, respecting, inter alia, a stay of all actions, suits and proceedings, and the filing of a formal plan of arrangement and compromise (the "Plan of Arrangement") involving Scaffold and its creditors;

8.the resulting Court order (the "Order"), inter alia, appointed KPMG Inc. as monitor and directed that the Plan of Arrangement be filed with the Court within 90 days of the date of the Order;

9.the Court subsequently granted orders extending the date for filing of the Plan of Arrangement with the Court to March 27, 2000 and extending the stay of all actions, suits and proceedings until the earlier of the date the Plan of Arrangement is implemented and January 31, 2001;

10.the Plan of Arrangement was filed with the Court on March 24, 2000, and was amended and restated on April 18, 2000 and June 16, 2000 and was further amended by amendments dated August 4, 2000, August 11, 2000, August 15, 2000, September 15, 2000 and December 7, 2000;

11.the Plan of Arrangement provides, inter alia, that certain of Scaffold's creditors will receive free trading common shares of Scaffold in satisfaction of debt owing to them by Scaffold;

12Scaffold estimates that the Plan of Arrangement will result in approximately $20,000,000 of unsecured indebtedness being converted into approximately 35,400,000 Common Shares;

13.the Plan of Arrangement was approved by Scaffold's shareholders on August 18, 2000 and by Scaffold's unsecured creditors on August 15, 2000 and by Scaffold’s secured creditors on August 15, 2000; the Court has ordered that those amendments dated August 15, 2000, September 15, 2000 and December 7, 2000 are not prejudicial to and do not materially affect the creditors or shareholders of Scaffold;

14.the Plan of Arrangement was approved by the Court on December 8, 2000;

15. due to delays related to the CCAA process, Scaffold did not file, nor subsequently mail to its shareholders, its restated annual audited financial statements for the year ended December 31, 1998 and its comparative annual financial statements, Management Discussion & Analysis ("MD&A") and Annual Information Form ("AIF") for the year ended December 31, 1999 within the time periods stipulated under Ontario securities law;

16.on May 29, 2000, the Director issued an interim cease trade order pursuant to subsections 127(1) and (5) of the Act directing that trading in the securities of Scaffold cease for a period of 15 days;

17.on June 9, 2000, the Director issued a permanent cease trade order pursuant to subsection 127(8) of the Act directing that trading in the securities of Scaffold cease until revoked by a further order of revocation;

18.the comparative annual financial statements and MD&A for the year ended December 31, 1999, restated comparative annual financial statements for the year ended December 31, 1998 and the interim financial statements for the period ended March 31, 2000 were filed via SEDAR on June 13, 2000 and mailed to the shareholders of Scaffold on June 20, 2000. Scaffold’s AIF was filed via SEDAR on June 19, 2000;

19.Scaffold issued a press release on December 8, 2000 and filed a Material Change Report on December 12, 2000 which (i) explain the reasons for the significant changes made to the 1998 Statements and for the delay in filing its comparative annual financial statements, MD&A and AIF for the year ended December 31, 1999, and (ii) outline the steps Scaffold has taken and will take to ensure that future errors do not recur, including the appointment of a new chief financial officer, the addition of two new outside directors following the implementation of the Plan of Arrangement, and the implementing of new tracking and control systems;

20.except for the Cease Trade Order, Scaffold is not in default of any of the requirements of the Act or the rules or regulations made thereunder and has not been subject to any previous cease trade order issued by the Commission; and

21.Scaffold is not considering, nor is it involved in any discussion relating to, a reverse take-over or similar transaction;

22.Scaffold has made a concurrent application to revoke a similar cease trade order imposed by the Alberta Securities Commission (the "Alberta Cease Trade Order");

23.the TSE is expected to automatically lift the TSE Suspension if and when the Cease Trade Order and Alberta Cease Trade Order are revoked;

AND UPON the Commission being satisfied that Scaffold has now complied with the continuous disclosure requirements under Part XVIII of the Act and has remedied its default in respect of such requirements;

AND UPON the Commission being of the opinion that it would not be prejudicial to the public interest to make the Decision;

IT IS HEREBY ORDERED pursuant to Section 144 of the Act that the Cease Trade Order be and is hereby revoked.

December 19th, 2000.


"J.A. Geller""Howard I. Wetston"