NOW THEREFORE the Superintendent considering that it would be in the public interest to do so orders BY CONSENT that pursuant to section 144(1)(d) of the Securities Act, S.B.C. 1985, c. 83, Dyck is prohibited from becoming or acting as a director or officer of any reporting issuer for a period expiring at the end of February 15, 1994.

W.D. NESMITH
Superintendent of Brokers

1.

As the basis for the undertaking referred to in paragraph 2 of this agreement and the order made by the Superintendent under section 144(1)(d) of the Securities Act, S.B.C. 1985, c. 83 (the "Act") in the form attached as Exhibit "1" (the "Attached Order"), the Respondents acknowledge the following facts as correct:

(a)		Caravan was incorporated under the Companies Act, R.S.B.C. 1960, c. 67 (the "Companies Act") on September 12, 1967 and has been a reporting issuer under the Act and the equivalent of a reporting issuer under the applicable preceding Securities Acts of British Columbia since February 29, 1968;
(b)		the common shares of Caravan were listed on the Vancouver Curb Exchange on or about March 14, 1977;
(c)		a temporary cease trade order (the "Cease Trade Order") was issued by the Superintendent under the Securities Act, R.S.B.C. 1979, c. 380 (the "1979 Act") on August 2, 1983 and extended on August 17 1983, prohibiting trading in the securities of Caravan as a result of the failure of Caravan to file certain financial statements and quarterly reports;
(d)		the shares of Caravan were delisted by the Vancouver Stock Exchange (the "Exchange") on April 1, 1985 for failure to pay the Exchange's 1985 sustaining fees;
(e)		during the period of November 30, 1982 to August 31, 1990, Caravan failed to file and send to its shareholders financial statements in accordance with the requirements of the 1979 Act and the Act;
(f)		Caravan held an annual general meeting on September 14, 1983 and on May 30, 1990 and May 30, 1991, but failed to hold annual general meetings as required under the Company Act for the years 1984 through 1989 and failed, during that same period, to send to shareholders a form of proxy and an information circular as required under the Company Act, the 1979 Act and the Act and to file those materials as required under the 1979 Act and the Act;
(g)		Caravan failed to comply with National Policy Statement No. 41 with respect to its annual general meeting on May 30, 1990;
(h)		since November 30, 1982, Caravan has had liquid assets, in the form of an unsecured loan to a non-arm's-length company, of in excess of $1 million that could have been made available to finance compliance with disclosure requirements under the 1979 Act and the Act;
(i)		in December, 1989, Dyck caused his family holding company, Parklane, a private issuer incorporated under the Companies Act, to make an offer to the shareholders of Caravan to purchase their shares in Caravan at a price of $1.00 per share (the "Offer");
(j)		the Offer inadvertently was made in contravention of Part 11 of the Act;
(k)		immediately prior to the date of the Offer, approximately 78% of the outstanding shares in Caravan were, directly or indirectly, beneficially owned by Dyck;
(l)		as a result of the Offer, Dyck acquired indirect beneficial ownership in approximately an additional 10% of the outstanding shares in Caravan;
(m)		Dyck, at all times and in a timely manner, filed insider reports of all acquisitions by him and Parklane of shares in Caravan;
(n)		Dyck has been the president, a director and the general manager of Caravan since August 14, 1980 and alone managed or supervised the management of the affairs and business of Caravan;
(o)		Dyck has caused Caravan to file a reactivation application under Local Policy Statement 3-35 in order to bring Caravan into good standing with the British Columbia Securities Commission (the "Commission") and, in connection therewith, Caravan has paid $5,425 to the order of the Minister of Finance and Corporate Relations in outstanding filing fees and late fee charges;
(p)		pursuant to the reactivation process under Local Policy Statement 3-35, Caravan has filed and sent to its shareholders audited financial statements covering the period of December 1, 1985 through November 30, 1990; and
(q)		the reactivation application was accepted by the Superintendent and Caravan subsequently completed a going private transaction (the "Going Private Transaction"), the result of which is that Dyck indirectly beneficially owns 100% of the outstanding shares in Caravan.

2.		Parklane undertakes to obtain, and file, a valuation of the shares of Caravan as at December 31, 1989 and to offer, by April 30, 1992, to each person from whom Parklane acquired shares in Caravan under the Offer (the "Offerees"), the right to receive such additional consideration per share tendered under the Offer as is determined by the valuation.  The valuation will determine a pro rata, per share estimate of value as at December 31, 1989, using the same methodology as the valuation performed for the Going Private Transaction less recognition of the time value of money already paid to the Offerees.
3.		Dyck consents to an order of the Superintendent under section 144(1)(d) of the Act in the form attached as Exhibit "1".
4.		Caravan agrees to pay to the order of the Minister of Finance and Corporate Relations the sum of $6,000.
5.		Each of Dyck and Parklane agrees to pay to the order of the Minister of Finance and Corporate Relations the sum of $3,000.
6.		The Respondents waive any right they may have, under the Act or otherwise, to a hearing, hearing and review, judicial review or appeal related to, or in connection with or incidental to this agreement and the Attached Order.

CARAVAN DEVELOPMENT CORPORATION

Per: "John B. Dyck"

DATED at Vancouver, British Columbia, on February 14, 1992.

PARKLANE ENTERPRISES LTD.

Per: "John B. Dyck"

DATED at Vancouver, British Columbia, on February 14, 1992.

"John B. Dyck"

DATED at Vancouver, British Columbia, on February 18, 1992.

"Wade D. Nesmith" Superintendent of Brokers

NOW THEREFORE the Superintendent considering that it would be in the public interest to do so orders BY CONSENT that pursuant to section 144(1)(d) of the Securities Act, S.B.C. 1985, c. 83, Dyck is prohibited from becoming or acting as a director or officer of any reporting issuer for a period expiring at the end of February 15, 1994.

DATED at Vancouver, British Columbia, on February

, 1992.