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 exemptions described in sections 30 to 32, 55, 58, 80 and 81 of the Act do not apply to Buckner; and
2.		pursuant to section 144(1)(d) of the Act, Buckner is prohibited from becoming or acting as a director or officer of any reporting issuer

D.E. HOLLEY
Superintendent of Brokers

1.

As the basis for the undertakings referred to in paragraph two of this agreement and the orders made by the Superintendent under sections 144(1)(c) and 144(1)(d) of the Securities Act, S.B.C. 1985, c. 83 (the "Act"), Buckner acknowledges the following facts as correct:

(a)		Chelan Resources Inc. ("Chelan") is a reporting issuer incorporated under the Company Act, R.S.B.C. 1979, c. 59 (the "Company Act");
(b)		the common shares of Chelan (the "Chelan Shares") were listed and posted for trading on the Vancouver Stock Exchange (the "Exchange") from December 10, 1986 until March 4, 1992, at which date the Chelan Shares were delisted;
(c)		Buckner was a senior officer of Chelan from September 25 to November 6, 1991 (the "Chelan Relevant Period");
(d)		Buckner failed to file insider reports for the months of September, October and November, 1991, disclosing his purchase of 107,500, and his disposition of 790,500, Chelan Shares during the Chelan Relevant Period, contrary to section 70 of the Act;
(e)		Haglund Industries International Inc. ("Haglund") is a reporting issuer incorporated under the Company Act;
(f)		the common shares of Haglund (the "Haglund Shares") were listed and posted for trading on the Exchange on October 5, 1987, and have been suspended from trading since February 20, 1992;
(g)		Buckner was a director of Haglund from July 31 to August 20, 1991 (the "Haglund Relevant Period");
(h)		Buckner failed to file an accurate insider report for the month of August 1991, disclosing his purchase of 24,500, and disposition of 24,000, Haglund Shares during the Haglund Relevant Period, contrary to section 70 of the Act;
(i)		Liquest International Marketing Corp. ("Liquest"), the name of which was changed to Massey Mercantile Ltd. on April 9, 1992, is a reporting issuer incorporated under the Company Act;
(j)		the common shares of Liquest (the "Liquest Shares") have been listed and posted for trading on the Exchange since January 6, 1989;
(k)		Buckner was a director, the president and chief executive officer of Liquest from March 20 to June 10, 1991 (the "Liquest Relevant Period");
(l)		on April 8, 1991, Buckner signed a treasury order whereby Liquest issued 100,000 shares to American Oil Reserves, Inc.  Buckner knew or ought to have known that Liquest failed to obtain Exchange approval for the transaction contrary to the Exchange Listing Agreement and Exchange Listing Policy Statement No. 9, and distributed the shares without registration and a prospectus, or an available exemption from the registration and prospectus requirements of the Act, contrary to sections 20 and 42 of the Act;
(m)		on April 8, 1991, Buckner signed a treasury order whereby Liquest issued 100,000 shares to James Ferguson.  Buckner knew or ought to have known that Liquest distributed the shares without registration and a prospectus, or an available exemption from the registration and prospectus requirements of the Act, contrary to sections 20 and 42 of the Act; and
(n)		Buckner failed to file an insider report for the month of April, 1991 disclosing his purchase of 3,000, and his disposition of 33,000, Liquest Shares during the Liquest Relevant Period, contrary to section 70 of the Act.

2.		Buckner undertakes to file within 30 days of the date of this agreement the insider reports  (Re) disclosing the transactions referred to in paragraphs 1(d), 1(h) and 1(n) of this agreement (the "Buckner Insider Reports"), and undertakes to comply with the provisions of the Act and the Securities Regulation, B.C. Reg. 270/86 from the date of this agreement.
3.		Buckner consents to orders (the "Orders") of the Superintendent that:

(a)		the exemptions described in sections 30 to 32, 55, 58, 80 and 81 of the Act do not apply to Buckner; and
(b)		Buckner is prohibited from becoming or acting as a director or officer of any reporting issuer

for a period commencing on the date of the Orders and expiring six years from the date Buckner files the Buckner Insider Reports.

4.		Buckner agrees to pay the Minister of Finance and Corporate Relations the sum of $5,000.
5.		Buckner waives any right he may have, under the Act or otherwise, to a hearing, hearing and review, judicial review or appeal related to, in connection with or incidental to this agreement and the Orders.

	BRUCE KRUTOW	)
	1100 - 865 Hornby Street	)	DONALD NEIL BUCKNER
	Vancouver, B.C.	)

D.E. HOLLEY
Superintendent of Brokers