1.

As the basis for the undertaking in paragraph 2 of this agreement, Lai acknowledges the following facts as correct:

(a)		Continental Futures Inc. was registered as a securities dealer under section 20 of the Securities Act, S.B.C. 1985, c. 83 (the "Act") from March 28, 1994 to February 10, 1995 and as a commodity contract dealer under section 13 of the Commodity Contract Act, R.S.B.C. 1979, Ch. 56 (the "CCA") from April 13, 1987 to February 10, 1995;
(b)		several conditions were attached, by consent, to Continental's registration as a securities dealer under the Act, including conditions that:

(i)		trading by Continental was restricted solely to foreign exchange contracts and no other securities;
(ii)		all client funds were to be held in trust (the "Trust Account") in a financial institution acceptable to the Superintendent.  No changes to the location of the Trust Account or the authorized signatories for the Trust Account were to be made without the prior written approval of the Superintendent; and
(iii)		a report, in a form acceptable to the Superintendent, reconciling the dealer's records of client positions to the balance held in the Trust Account was to be submitted to the Commission  staff on a weekly basis;

(c)		Lai was at all material times the sole shareholder, a director and the corporate secretary of Continental;
(d)		Gold Merchant Management Ltd. ("GMM") is a company incorporated in Hong Kong, currently based in Singapore, which is in the business of trading foreign exchange contracts;
(e)		Continental and GMM had an arrangement whereby Continental's clients traded and settled foreign exchange contracts through GMM;
(f)		Continental represented to Commission Staff that:

(i)		the Trust Account was located at the Hong Kong Bank of Canada at 999 West Hastings Street, Vancouver;
(ii)		Lai was one of three signing authorities for the Trust Account; and
(iii)		Lai was jointly responsible for ensuring the weekly Trust Account reconciliation reports were prepared and filed with Commission staff;

(g)		during the period from August 22, 1994 through December 1994, funds were improperly transferred or withdrawn from the Trust Account on the authority and the instruction of Lai;
(h)		these improper transfers and withdrawals cumulatively resulted in a shortfall in excess of $500,000 (US) in the Trust Account (the "Shortfall");
(i)		during the period from August 25, 1994 through December 1994, the weekly Trust Account reconciliation reports filed by Continental with Commission staff materially misrepresented the balance and location of the Trust Account;
(j)		the Shortfall was detected by Commission Staff on January 18, 1995, during an examination and review of Continental's operations and records;
(k)		after Commission staff identified the Shortfall, Lai arranged for the deposit to the Trust Account of funds sufficient to cover the Shortfall;
(l)		on January 30, 1995, Lai agreed to voluntarily wind-up the operations of Continental, including payment, in full, to clients of all amounts owed to clients from the Trust Account and payment of the costs of a review of the trust liability to clients by an independent accounting firm.  Lai, at that time, had in excess of $1,000,000 invested in Continental by way of share capital and subordinated shareholder loans;
(m)		Continental has represented to Commission staff that on February 10, 1995, cheques were distributed for all amounts owing to clients from the Trust Account;
(n)		on February 13, 1995, Arthur Andersen Inc. was appointed as Continental's trustee in bankruptcy; and
(o)		Lai has cooperated fully with Commission staff on all matters related to the wind-up of Continental.

2.		Lai undertakes never to seek registration in any capacity under the Act or the CCA and agrees to pay to the Commission the sum of $15,000.
3.		Lai waives any right she may have, under the Act, the CCA, 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.

Barbara E. Brown              )
Witness                        )
Basham & Company             )
Vancouver, British Columbia ) Wai-Winnie Lai
Address                       )
Barristers                    )
Occupation                   )

D.E. HOLLEY, Executive Director