1.

For the purpose of these proceedings only and as the basis for the undertaking provided in section 2, Dupuis agrees and acknowledges the following facts as correct:

a)		Stow Resources Ltd. ("Stow") was incorporated on September 19, 1986 pursuant to the provisions of the Company Act, R.S.B.C. 1979, c. 59;
b)		Stow became a "reporting issuer", as defined in the Securities Act, S.B.C. 1985, c. 83 (the "Act"), on April 4, 1988;
c)		at all material times, Dupuis was a director of Stow;
d)		Dupuis did not exercise the level of diligence required of a director of a reporting issuer in that he failed to cause Stow to disclose, by way of the issuance and filing of press releases and the filing of material change reports pursuant to section 67(1) of the Act, the following material changes with respect to Stow:

i)		that in or about May 1988, the drill results of hole #88-1, located on the Rhino-Vulcan Claims held under option by Stow, failed to locate indications of gold mineralization, and
ii)		in or about June 1988, the results of further exploration work on the Rhino-Vulcan Claims.

2.

Dupuis hereby undertakes:

a)		to forthwith pay Her Majesty the Queen in Right of the Province of British Columbia as represented by the Minister of Finance the sum of $5,000, and
b)		to have regular consultations respecting continuous disclosure matters with counsel acting for any reporting issuer of which Dupuis is a director or officer.

JOHN DUPUIS

Dated at Vancouver, British Columbia this 2nd day of February, 1991.

W.D. NESMITH
Superintendent of Brokers