AND WHEREAS an Agreed Statement of Facts and Undertaking has since been executed by K. Friesen, R.A. Friesen, D. Friesen and the Superintendent, a copy of which is attached as Exhibit "A" to this Order;

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

1.		pursuant to section 144(1)(c) of the Act, the exemptions described in sections 30 to 32, 55, 58, 80 and 81 do not apply to K. Friesen, R.A. Friesen and D. Friesen, for a period ending November 27, 2002; and
2.		pursuant to section 144(1)(d) of the Act, K. Friesen, R.A. Friesen and D. Friesen are prohibited from becoming or acting as directors or officers of any reporting issuer for a period ending November 27, 2002.

1.

As the basis for orders pursuant to section 144 of the Securities Act, S.B.C. 1985, c. 83 (the "Act") withdrawing their statutory trading exemptions and prohibiting them from becoming or acting as directors or officers of any reporting issuer, the Respondents, for the purposes of this proceeding only, acknowledge the following facts as correct:

(a)		Qualico Securities Limited ("Qualico") was registered as a securities dealer pursuant to section 20 of the Act from July 15, 1981 to April 14, 1987;
(b)		K. Friesen was registered pursuant to section 20 of the Act as a director and president of Qualico from March 8, 1983 to April 2, 1985;
(c)		R.A. Friesen was registered pursuant to section 20 of the Act as a director of Qualico from July 3, 1981 to April 14, 1987, and was president of Qualico from July 3, 1981 to March 8, 1983;
(d)		D. Friesen acted as the representative of K. Friesen at all material times and acted as representative of R.A. Friesen during R.A. Friesen's first term as president of Qualico;
(e)		from May 9, 1986 to March 25, 1987, all issued shares of Qualico were owned by a company controlled by D. Friesen;
(f)		the Respondents signed an Agreed Statement of Fact which was filed with the Ontario Securities Commission (the "OSC") on September 23, 1988 (the "Ontario Agreement") a copy of which is attached as Schedule 1 to this agreement.  The Ontario Agreement outlined the procedure used by Qualico to use unregistered agents to sell its securities in British Columbia, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick and Nova Scotia;
(g)		in its decision of April 20, 1989, a copy of which is attached as Schedule 2 to this agreement, the OSC found that the Respondents failed to supervise, which resulted in Qualico using unregistered agents, improperly paying sales commissions to unregistered agents, and in exempt transactions using unregistered agents, over soliciting and advertising.  There was also an indication that Qualico made misrepresentations in applications for registration and amendments thereto, falsely named one individual as a trading officer when another was doing the job, left an office without a trading officer for six months, and named K. Friesen as President of Qualico when she was actually a nominee of D. Friesen, who was not registered as a director or officer of Qualico when he was at all times carrying on senior supervisory responsibilities.

The OSC further found that these acts represented "continuing and pervasive breaches" of the Ontario Securities Act, R.S.O. 1980, ch. 446.  The OSC, in an Order dated January 19, 1989 (a copy of which order is attached as Schedule 3 to this agreement), removed certain trading exemptions of the Respondents for the remainder of each of their natural lives;

(h)		on February 16, 1989, the Respondents commenced an appeal of the Ontario Order to the Ontario Supreme Court (Divisional Court) (the "Ontario Appeal");
(i)		on June 23, 1989, a Notice of Hearing was issued by the Superintendent allowing the Respondents an opportunity to be heard before the British Columbia Securities Commission (the "Commission") determined whether it would be in the public interest to make orders against one or more of the Respondents (the "Hearing");
(j)		on November 27, 1989, the Respondents requested that the Hearing be adjourned generally pending the outcome of the Ontario Appeal.  The Commission agreed and issued orders removing the trading exemptions of the Respondents and prohibiting them from becoming or acting as directors or officers of any reporting issuer until a hearing was held and a decision rendered; and
(k)		on May 14, 1990, the Ontario Appeal was heard and dismissed.

2.

The Respondents consent to an order (the "Order") 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 the Respondents; and
(b)		the Respondents are prohibited from becoming or acting as directors or officers of any reporting issuer for a period ending November 27, 2002.

3.		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, in connection with or incidental to this agreement and the related order.
4.		The Respondents agree to pay to the Minister of Finance and Corporate Relations of the Province of British Columbia the sum of $1,000 for costs of the investigation of this matter.

RON REIMER	KATHERINE FRIESEN
Witness

RON REIMER	ROBERT ARTHUR FRIESEN
Witness

RON REIMER	DAVID FRIESEN
Witness

D.E. HOLLEY
Superintendent of Brokers