AND WHEREAS the Superintendent has agreed to discontinue pending proceedings before the Commission with regard to J. Overmyer;

   NOW THEREFORE the Superintendent, considering that it would be in the public interest to do so, orders BY CONSENT that:

1)		pursuant to section 144(1)(c) of the Securities Act, S.B.C. 1985, c. 83 (the "Act") the trading exemptions contained in sections 30 to 32, 55, 58, 80 and 81 of the Act do not apply to J. Overmyer for a period of 3 years from the date of this order;
2)		pursuant to section 144(1)(d) of the Act, J. Overmyer is prohibited from becoming or acting as a director or officer of any reporting issuer for a period of 3 years from the date of this order.

1.

As the basis for orders made pursuant to section 144 of the Securities Act, S.B.C. 1985, c. 83 (the "Act") withdrawing the statutory exemptions of the Respondent and prohibiting the Respondent from becoming or acting as a director or officer of any reporting issuers the Respondent acknowledges the following facts as correct:

a)		Crossland Industries Corporation ("Crossland") was incorporated under the laws of British Columbia and its shares were at all material times listed on the Vancouver Stock Exchange;
b)		at all material times J. Overmyer and Deneny were directors and officers of Crossland;
c)		Daniel Overmyer ("D. Overmyer") was an officer of Crossland from 1986 to 1987 and at all material times was the driving force of Crossland;
d)		by a joint venture agreement dated September 24, 1985 and amended May 21, 1986 Crossland entered into a joint venture with Baoji General construction Material Plantcts a state-owned enterprise of the city of Baoji of the People's Republic of China, to manage the quarrying of marble ancts granite, the processing of Terrazzo and cultured marble and the marketing of finished products ("the China Joint Venture");
e)		on March 18, 1987 Coopers & Lybrand, auditor for Crossland, reported in respect of its consolidated financial statements for the year ended September 30, 1986 that:

i)		they were unable to obtain satisfactory audit evidence, independent of management representatives, with respect to the nature, amount and completeness of transactions the company bad or may have entered into;
ii)		further, they were unable to confirm or verify by alternative means, that the China Joint Venture operations were not a responsibility of the company prior to September 30, 1986 or that the China joint Venture agreement remained in good standing;

f)		as a result of the above, Coopers & Lybrand declined-their reappointment as auditors for Crossland;
g)		Crossland failed to respond adequately and completely to a request for information and documentation made by the Vancouver Stock Exchange on July 6, 1987;
h)		on July 23, 1987, the Superintendent made an order pursuant to section 144(3) of the Act to cause Crossland to be cease traded pending a hearing held under section 144(1) of the Act;
i)		a hearing was held on August 19, 1987 under section 144(1) of the Act and the Superintendent found that Crossland had issued press releases and made statements regarding the China Joint Venture which had not been substantiated and which were inconsistent with its audited financial statements;
j)		the Superintendent having found the above continued the cease trade order under section 144(1) of the Act and also ordered pursuant to section 137 of the Act that Peat Marwick, chartered Accountants, be commissioned to prepare a report clarifying the financial affairs of crossland generally and in particular with respect to the China Joint Venture;
k)		Peat Marwick submitted a report to the Superintendent on January 11, 1988 which, inter alia, concluded that:

i)		the news releases issued by Crossland during the period May 1985 to July 1987 were not factual;
ii)		the China Joint Venture was not in good standing in that the company had not remitted the required sums to the joint venture partner and had not assumed the financial obligations imposed pursuant to the joint venture;
iii)		although in the twenty-one month period from October 1, 1985 to June 30, 1987 in excess of $1.3 million Cdn. was spent on management and consulting fees (approximately $693,000.00 Cdn. in respect of charges by related parties) professional fees, travel, entertainment and promotion expenses, Peat Marwick was unable to determine the nature and extent of the management and consulting services provided;

l)		the Superintendent on the basis of all the information then provided determined that a hearing would be required to determine, inter alia, whether the Respondents should be denied their statutory exemptions pursuant to orders under section 145 and later included pursuant to orders under section 145.1 (both now section 144 of the Act as amended November 1, 1989) whether the Respondents should be removed as directors and officers, and be responsible under section 154.2 for the costs of or related to the hearing which are incurred on behalf of the Superintendent;
m)		on February 10, 1989, D. Overmyer's conviction for bankruptcy fraud was restored by the United States Court of Appeals in the State of Ohio;
n)		J. Overmyer hereby consents to orders of the Superintendent pursuant to sections 144(1)(c) and 144 (1) (d) of the Act in the form annexed hereto;
o)		the Respondent waives his right to a hearing before the British Columbia Securities commission under section 147 of the Act with respect to the order;
p)		J. Overmyer hereby agrees to pay forthwith to Her majesty the Queen in Right of the Province of British Columbia represented.by the Minister of Finance the sum of $6,666.67 towards the investigation and hearing costs in this matter;

"JOHN OVERMYER"

   Dated at Vancouver, British Columbia, this 15th day of June, 1990.

W.D. NESMITH
Superintendent of Brokers