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

1.		pursuant to section 144(1)(c) of the Securities Act, S.B.C. 1985, c. 83, (the "Act"), the exemptions described in sections 30 to 32, 55, 58, 80 and 81 of the Act do not apply to Edgell for a period of one year; and
2.		pursuant to section 144(1)(d) of the Act, Edgell is prohibited from becoming or acting as a director or officer of any reporting issuer for a period of six years.

1.

As the basis for orders made pursuant to section 144 of the Securities Act, S.B.C. 1985, c. 83, (the "Act"), Edgell acknowledges that:

(a)		D.N.I. Holdings Inc. ("D.N.I.") is a reporting issuer incorporated in British Columbia under the Company Act, R.S.B.C. 1979, c. 59 and its common shares were listed for trading on the Vancouver Stock Exchange from April 28, 1988 until June 12, 1991;
(b)		at all times material to this agreement Edgell was the president and a director of D.N.I.;
(c)		during the period from July 1988 to December 1988 D.N.I. caused the distribution of advertising and promotional materials for D.N.I. by Strategic Communications USA Inc. ("Strategic") of Orlando, Florida (the "Advertising").  The D.N.I. representative primarily responsible for dealing with Strategic was Gino Cicci;
(d)		Edgell authorized the preparation and distribution of the Advertising;
(e)		The Advertising did not fairly describe the assets and affairs of D.N.I., and in particular the value and prospects of the Buffalo Mine;
(f)		Edgell did not exercise a reasonable standard of care and diligence to ensure that the Advertising fairly described the assets and affairs of D.N.I., and in particular the value and prospects of the Buffalo Mine; and
(g)		until March 30, 1992, Edgell failed to file insider reports with respect to purchases of 178,400 shares of D.N.I. and sales of 180,200 shares of D.N.I. during the months of January, 1988 to March, 1989.

2.		The Superintendent acknowledges that Edgell has cooperated with the staff of the British Columbia Securities Commission in providing evidence and information with respect to this matter.
3.		Edgell consents to an order of the Superintendent that:

(a)		pursuant to section 144(1)(c) of the Act, the exemptions described in sections 30 to 32, 55, 58, 80 and 81 of the Act do not apply to Edgell for a period of one year; and
(b)		pursuant to section 144(1)(d) of the Act, Edgell is prohibited from becoming or acting as a director or officer of any reporting issuer for a period of six years.

4.		Edgell undertakes to successfully complete a course of study satisfactory to the Superintendent concerning the duties and responsibilities of directors and officers prior to becoming or acting as a director, officer or promoter of any reporting issuer.
5.		Edgell undertakes to pay the sum of $2,000 to the Minister of Finance and Corporate Relations.
6.		Edgell 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 and any related orders.

D.R. GARROD
Witness Signature	D.K. EDGELL

D.E. HOLLEY
Superintendent of Brokers