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

1.		under section 144(1)(c) of the Securities Act, S.B.C. 1985, c. 83, the exemptions described in sections 30 to 32, 55, 58, 80 and 81 of the Act do not apply to Slightham for a period of 25 years from the date of this order; and
2.		under section 144(1)(d) of the Act, Slightham be prohibited from becoming or acting as a director or officer of any reporting issuer or of any issuer which provides management, administrative or consulting services to a reporting issuer for a period of 25 years from the date of this order.

1.

As the basis for the order and undertakings in paragraphs 2 and 3 of this agreement, Slightham acknowledges the following facts as correct:

The Companies

(a)		Beauchamps Exploration Inc. ("Beauchamps") is a reporting issuer, incorporated in British Columbia under the Company Act, R.S.B.C. 1979, c. 59 (the "Company Act") and its common shares are listed and posted for trading on the Vancouver Stock Exchange (the "Exchange"); and
(b)		trading in the shares of Beauchamps has been halted by the Exchange since December 29, 1993;
(c)		on April 4, 1995, the Superintendent of  Brokers (the "Superintendent") made an order under section 146 of the Securities Act S.B.C. 1985, c.83 (the "Act") that all trading cease in the securities of Beauchamps for failure to file its audited financial statements for the year ended October 31, 1994 and Quarterly Reports for the periods ended October 31, 1994 and January 31, 1995;
(d)		Beaufield Consolidated Resources Inc. ("Beaufield") is a reporting issuer, incorporated in British Columbia under the Company Act and its common shares have been listed and posted for trading on the Exchange since October 14, 1992;
(e)		on February 24, 1995, the Superintendent  made temporary orders under section 144(2) of the Act that all trading cease in the securities of Beauchamps and Beaufield and that the exemptions described in section 30 to 32, 55, 58, 80 and 81 of the Act do not apply to Slightham, that Slightham resign any position that he holds as a director or officer of a reporting issuer and that he is prohibited from becoming or acting as a director of officer of a reporting issuer, or of any issuer that provides management, administrative, promotional or consulting services to a reporting issuer, for a period expiring on March 7, 1995, which temporary orders were  extended by the Commission to June 5, 1995;
(f)		on May 25, 1995, the Commission made partial revocation orders under section 153 of the Act that revoked the temporary orders against Beauchamps and Beaufield;

Director and Officer of Beauchamps and Beaufield

(g)		Slightham was the president, chief executive officer and a director of Beauchamps from April 28, 1989 to February 27, 1995 and was the president and a director of Beaufield from  September 15, 1980 to February 27, 1995;
(h)		Until February 27, 1995, Slightham was the person primarily responsible for the day to day activities of Beauchamps and Beaufield;
(i)		as a result of Slightham's failure to file adequate, complete and satisfactory insider reports as required under section 70(4) of the Act, it was ordered under section 146(1), on July 28, 1994, (the "Section 146 Order") that Slightham cease trading in the securities of Beauchamps and Beaufield;

Loans to Slightham and Intercompany Loans

(j)

the audited financial statements of Beauchamps disclose that between November 1, 1990 and October 31, 1993:

Slightham was paid $212,305 in management fees (the "Beauchamps Management Fees");

i)

Beaufield owed Beauchamps the following amounts (the "Beauchamps Intercompany Loans") at the end of each of the following fiscal years:

	Year Ended	Amount due from
	October 31	Beaufield to Beauchamps

1990	$17,340
1991	$61,420
1992	$56,586
1993	$42,369

(k)		Beauchamps journal of cash receipts and disbursements discloses that between November 1, 1990 and October 31, 1993 Slightham received at least $365,006 as loans (the "Beauchamps Slightham Loans") and repaid approximately $370,752 on account of these loans;
(l)		the audited financial statements for Beaufield disclose that between September 1, 1990 and August 31, 1992 Slightham received $615,096 in management fees (the "Beaufield Management Fees"), of which $488,462 is reported as attributable to the exercise of directors' stock options;
(m)		between September 1, 1992 and August 31, 1993, Beaufield's audited financial statements reported management fees to Slightham of $103,883 (the "1993 Beaufield Management Fees");
(n)		the Beauchamps Management Fees, Beauchamps Slightham Loans, Beauchamps Intercompany Loans and the 1993 Beaufield Management Fees:

i)		represented non-arms' length transactions which were implemented without the prior approval of the Exchange, contrary to the Listing Agreement between the Exchange and each of Beauchamps and Beaufield and Exchange Listings Policy Statements No. 7 and 9; and
ii)		were material changes in the affairs of Beauchamps and Beaufield which were disclosed in Beauchamps and Beaufield's Quarterly Reports but were not generally disclosed on a timely basis, contrary to section 67 of the Act, the Listing Agreement between the Exchange and each of Beauchamps and Beaufield, Exchange Listings Policy Statement No. 10 and National Policy No. 40;

(o)

Slightham knew or ought to have known that the Beauchamps Management Fees, the Beauchamps Slightham Loans, the Beauchamps Intercompany Loans and the 1993 Beaufield Management Fees were made without prior Exchange approval and were not disclosed as required under the Act;

Share Issuances Without Consideration

(p)		during the period from November 1, 1990 to October 31, 1993, Beauchamps issued shares valued at $827,435 upon the exercise of stock options and warrants, and for private placements (the "Beauchamps Shares"), for which Beauchamps received cash payments totalling $383,218 at the time the shares were issued, representing insufficient consideration for these shares, contrary to section 43 of the Company Act;
(q)		during the period from September 1, 1990 to August 31, 1993, Beaufield issued shares valued at $978,913 upon the exercise of stock options and warrants and for private placements (the "Beaufield Shares"), for which Beaufield received cash payments totalling $112,840 at the time the shares were issued, representing insufficient consideration for these shares, contrary to section 43 of the Company Act;
(r)		during the period from November 1, 1990 to October 31, 1993, Slightham knew that Beauchamps had not received full consideration for the Beauchamps Shares issued and authorized or directed the unpaid value of the Beauchamps Shares to be included as part of Beauchamps employees' salary expense, and Beauchamps Management Fees, a significant portion of which was unearned or unauthorized at the time the shares were issued;
(s)		during the period from September 1, 1990 to August 31, 1993, Slightham knew that Beaufield had not received full consideration for the Beaufield Shares issued and authorized or directed the unpaid value of the Beaufield Shares to be included as part of Beaufields employees' salary expense, and the Beaufield Management Fees and the 1993 Beaufield Management Fees, a significant portion of which was unearned or anauthorized at the time the shares were issued;
(t)		subsequent to staff of the Commission and the Exchange making Slightham and Beauchamps and Beaufield aware of the concerns as set out in paragraphs (j) to (q) above, Slightham signed the audited financial statements for Beaufield for the year ended August 31, 1994 which disclosed that:

i)		shares issued upon the exercise of stock options and warrants with a value of $15,200 were issued to Slightham for management fees;
ii)		shares valued at $68,500 were issued on the exercise of employee stock options without payment, in lieu of salary; and
iii)		subsequent to the year end and prior to January 6, 1995, 760,000 shares, valued at $177,000 were issued upon the exercise of stock options and warrants, of which $79,000 was paid in cash and $98,000 was charged to management fees and salaries;

contrary to Exchange Listings Policy Statements No. 7 and 9;

(u)		during April, September, October and November 1994, Beaufield issued, and Slightham caused Beaufield to issue, a total of at least 480,000 shares on the exercise of employee stock options to other than the optionees without the knowledge of, or payment by, the optionees;
(v)		on or about January 20, 1995, Beaufield issued a Notice of Annual Meeting of Shareholders and information circular signed by Slightham on behalf of the Board of Directors of Beaufield, setting the annual general meeting of Beaufield for February 27, 1995, and representing to the shareholders thereof that 200,000 shares of Beaufield issued in September 1994 to Don Bubar and 180,000 shares of Beaufield issued in April and November 1994 to Nick Carter on the exercise of stock options, which representations were false as Bubar and Carter did not exercise any of the said stock options;

Trading by Slightham

(w)

Slightham traded in the shares of Beauchamps and Beaufield with the knowledge that the Beauchamps Management Fees, the Beauchamps Slightham Loans, the Beauchamps Intercompany Loans, the Beaufield Management Fees and the 1993 Beaufield Management Fees were material facts or material changes which had not been generally disclosed, contrary to section 68 of the Act; and

Insider Reports

(x)		Slightham during the period from November 1, 1990 to July 28, 1994, failed to file complete insider reports as required by section 70 of the Act with respect to their acquisitions and dispositions of shares of Beauchamps;
(y)		Slightham during the period from October 14, 1992 to July 28, 1994, failed to file complete insider reports as required by section 70 of the Act with respect to their acquisitions and dispositions of shares of Beaufield;

Director Conduct

(z)		Slightham, as president and director of Beauchamps and Beaufield, failed to act honestly, in good faith and in the best interests of Beauchamps and Beaufield or to exercise the care, diligence and skill of a reasonably prudent person, contrary to sections 127, 142 and 159 of the Company Act; and
(aa)		in significant part, the matters referred to in paragraphs (j) to (z) had the effect of conferring a personal benefit on Slightham, creating a detrimental impact on the financial position of Beauchamps and Beaufield and concealing this material information from the public.

2.

Slightham consents to orders (the "Orders") by the Superintendent:

(a)		under section 144(1)(c) of the Securities Act, S.B.C. 1985, c. 83, that the exemptions described in sections 30 to 32, 55, 58, 80 and 81 of the Act do not apply to Slightham for a period of 25 years from the date of the Order; and
(b)		under section 144(1)(d) of the Act, Slightham be prohibited from becoming or acting as a director or officer of any reporting issuer or of any issuer which provides management, administrative or consulting services to a reporting issuer for a period of 25 years from the date of the Order.

3.		Slightham undertakes to pay to the British Columbia Securities Commission the sum of $30,000.
4.		Slightham 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 or the Orders.

Lynnette Koska	)
Witness Name (Please print)	)
	)
9 Hester Court	)
	)
Thornhill, Ontario	)	________________________
Address	)	George Stephen Slightham
	)
Occupation	)