Securities Act, S.B.C. 1985, c. 83, as am., ss. 30, 31, 32, 55, 58, 81, 145, 145.1.

   AND WHEREAS the Superintendent of Brokers (the "Superintendent") has reviewed Schedule "A" and in particular the facts and contents disclosed therein;

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

1. that pursuant to Section 145 of the Securities Act S.B.C. 1985, c. 83, as amended (the "Act") the trading exemptions contained in Section 30 to 32, 55, 58, 81 or 82 of the Act do not apply to Janet Mitton for a period commencing November 1, 1988 up to and including October 31, 2008.

2. that pursuant to Section 145.1 of the Act, Janet Mitton is prohibited from becoming or acting as a director or officer of any issuer for a period commencing November 1, 1988 up to and including October 31, 2008.

NEIL de GELDER
Superintendent of Brokers

   The following agreement has been reached between me, Janet Mitton, and counsel for the Superintendent;

1. I HEREBY CONSENT to an order of the Superintendent pursuant to Sections 145 and 145.1 of the Securities Act, S.B.C. 1985, c. 83, as amended (the "Act") in the form annexed hereto.

2. As the basis for my withdrawal of my statutory exemptions and prohibition from becoming or acting as a director or officer of any issuer pursuant to Sections 145 and 145.1 of the Act, I acknowledge that the facts as set forth in this paragraph are correct:

a)		I have read and understood the Agreement and Undertaking attached hereto as Schedule "B" and signed by my husband, Michael Lee Mitton.
b)		I am the president of Accel Ventures Inc. ("Accel"), a company incorporated in British Columbia under the Company Act R.S.B.C. 1979, c. 59 on August 12, 1987.
c)		At all times material to those matters referred to in paragraph 2, subsection (e), (f), (g) and (h) of the attached Schedule "B", Michael Lee Mitton had trading authority over all of the brokerage accounts of Accel and Accel, with my knowledge and consent, was acting jointly and in concert with Michael Lee Mitton.

4. I HEREBY CONSENT to an order of the Superintendent pursuant to Section 145.1 of the Act that commencing November 1, 1988 up to and including October 31, 2008, I am prohibited from becoming or acting as a director or officer of any issuer.

5. I HEREBY WAIVE my right to a hearing and review by the British Columbia Securities Commission pursuant to Section 147 of the Act in connection with the orders to be made by the Superintendent pursuant to Sections 145 and 145.1 of the Act.

Dated the 16 day of November, 1988 at Vancouver B.C.

JANET MITTON

   The following agreement has been reached between me, Michael Lee Mitton ("Mitton"), and counsel for the Superintendent;

1. I HEREBY CONSENT to an order of the Superintendent pursuant to Sections 145 and 145.1 of the Securities Act, S.B.C. 1985, c. 83, as amended (the "Act") in the form annexed hereto.

2. As the basis for withdrawal of my statutory exemptions and prohibition from becoming or acting as a director or officer of any issuer pursuant to Sections 145 and 145.1 of the Act, I acknowledge that the facts as set forth in this paragraph are correct:

a)		At different times during 1987 and 1988 I was directly or indirectly involved in the management and operations of several issuers listed for trading on the Vancouver Stock Exchange (the "Exchange") including Ashburton Oil Ltd. ("Ashburton"), Gazelle Resources Limited ("Gazelle"), Hemlo Explorations Ltd. ("Hemlo"), Lunar Resources Ltd. ("Lunar"), Corptech Industries Inc. ("Corptech"), Morengo Resources Inc. ("Morengo") and Maximus Resources Inc. ("Maximus")
b)		During the period of my involvement with each of the issuers referred to above, I performed the functions of a director and senior officer while disqualified from doing so under Section 138(1)(e) of the Company Act, R.S.B.C. 1979, c. 59.
c)		As a result of market purchases made on my direction in a number of brokerage accounts controlled by me I had become, by November 17, 1988, the beneficial owner of approximately 37% of the issued and outstanding shares of Corptech Industries Inc. During and after this period I failed to disclose my position as an insider as required by Section 70 of the Act and failed to comply with the provisions of Part 11 of the Act relating to disclosure of a control position. During the period certain trades took place in the shares of Corptech through the facilities of the Exchange between accounts owned or controlled by me which did not result in a change in beneficial ownership. These trades may have resulted in a misleading appearance of active public trading.
d)		In November of 1987, while in a special relationship with Maximus, I retained the services of other individuals to promote trading in the shares of Maximus. To assist those individuals in their efforts I informed them of certain material facts in the affairs of Maximus which I knew had not been generally disclosed.
e)		On April 8th, 11th and 12th, 1988, certain trades took place through the facilities of the Exchange in the shares of American Girl Resources Inc., which were done between brokerage accounts directly or indirectly under my control. These trades did not involve a change of beneficial ownership and may have resulted in a misleading appearance of active public trading.
f)		In early 1988 I was directly involved in negotiations leading to the transfer of a controlling interest in Morengo from Wayne Waters, Edna Waters, Donette Waters and George Matus to 336971 B.C. Ltd., a non-reporting B.C. company with whom I was acting jointly and in concert. Prior to and at the time of the change of control it was the intention of the new control group to complete the acquisition of Central Fiber Inc., a Kansas based corporation. Prior to February 24th, 1988, when the proposed Central Fibre Inc. acquisition was publicly disclosed, I directed trades to be made in the shares of Morengo through brokerage accounts owned or controlled by me based on my knowledge of the proposed acquisition.  I had also informed other parties of the proposed acquisition prior to the general disclosure of the information to the public.
g)		During February, March and April of 1988, I directed trades in Morengo, for my own accounts and for the accounts of persons acting in concert with me, which resulted in my becoming both an insider and a control person of Morengo for the purposes of the Act. During and after this period I failed to disclose my shareholdings as required by Section 70 and Part 11 of the Act. Partly as a result of the Morengo share purchases made at my direction, the number of independent public shareholders of Morengo was reduced below the minimum required by the Exchange.
h)		During February, March and April of 1988, several trades took place in the shares of Morengo through the facilities of the Exchange between accounts owned or controlled by me which did not result in a change in beneficial ownership. These trades may have resulted in a misleading appearance of active public trading.

4. I HEREBY CONSENT to an order of the Superintendent pursuant to Section 145.1 of the Act that commencing November 1, 1988 up to and including October 31, 2008 I am prohibited from becoming or acting as a director or officer of any issuer.

5. I HEREBY WAIVE my right to a hearing and review by the British Columbia Securities Commission pursuant to Section 147 of the Act in connection with the orders to be made by the Superintendent pursuant to Section 145 and 145.1 of the Act.

6. I HEREBY AGREE to make payment to the British Columbia Securities Commission of $5,000 for costs of the investigation.

Dated the 14 day of Nov., 1988 at Vancouver B.C.

MICHAEL LEE MITTON