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") that any or all of the exemptions described in sections 30 to 32, 55, 58, 80 and 81 of the Act do not apply to Steven Greenwald for a period of 20 years from the date of this order;
2.		pursuant to section 144(1)(d) of the Act that Steven Greenwald be prohibited from becoming or acting as a director or officer of any reporting issuer for a period of 20 years from the date of this order;
3.		pursuant to section 144(1)(c) of the Act that any or all of the exemptions described in sections 30 to 32, 55, 58, 80 and 81 of the Act do not apply to Jay Greenwald for a period of 15 years from the date of this order; and
4.		pursuant to section 144(1)(d) of the Act that Jay Greenwald be prohibited from becoming or acting as a director or officer of any reporting issuer for a period of 15 years from the date of this order.

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1.

As the basis for the orders of the Superintendent under sections 144(1)(c) and 144(1)(d) of the Securities Act, S.B.C. 1985, c. 83 (the "Act") described in paragraphs 2 and 3 of this agreement, the Greenwalds acknowledge the following facts as correct:

(a)		Axagon Resources Ltd. ("Axagon") is a reporting issuer incorporated in British Columbia under the Company Act, R.S.B.C. 1979, c. 59 and at all times material to this matter, its common shares were listed for trading on the Vancouver Stock Exchange;
(b)		at all times material to this matter, the Greenwalds were directors of Axagon;
(c)		until November 5, 1992:

(i)		Steven Greenwald was President and Chief Executive Officer of Axagon; and
(ii)		Jay Greenwald was Secretary and Chief Financial Officer of Axagon;

(d)		at all times material to this matter, Stephen R. Jewett, C.A. ("Jewett") was the auditor of Axagon;
(e)		on or about June 1, 1992, Axagon submitted to the British Columbia Securities Commission (the "Commission") a quarterly report for the three months ended March 31, 1992 (the "March Quarterly");
(f)		on or about August 20, 1992, Axagon submitted to the Commission a quarterly report for the six months ended June 30, 1992 (the "June Quarterly");
(g)		the March Quarterly and the June Quarterly were approved by the directors of Axagon, including the Greenwalds;
(h)		the sales revenue of Axagon in the March Quarterly and the June Quarterly had been overstated by $4,227,391 and $7,838,643, respectively;
(i)		the accounts receivable of Axagon in the March Quarterly and the June Quarterly had been overstated by $5,593,308 and $8,387,348, respectively;
(j)		the March Quarterly and the June Quarterly were not prepared in accordance with generally accepted accounting procedures;
(k)		Jewett was disciplined by the Institute of Chartered Accountants of British Columbia in connection with his role in the preparation of the March Quarterly and the June Quarterly;
(l)		the Greenwalds were aware of the purchase orders that were improperly characterized as sales and accounts receivable in the March Quarterly and the June Quarterly and knew or ought to have known that these sales and accounts receivable were misrepresented in the March Quarterly and the June Quarterly;
(m)		during the period from February 14, 1992 to September 4, 1992, Axagon issued press releases which reported Axagon's sales and accounts receivable based on the March Quarterly and the June Quarterly;
(n)		in October 1992, the Greenwalds arranged for the payment of U.S. $111,500 to two companies controlled by them from Axagon's corporate bank account (the "Corporate Account").  These funds amounted to substantially all of the cash balance of the Corporate Account and were purportedly due to these companies.  There were no resolutions passed specifically approving the payment of these funds; the payment was not properly accounted for in Axagon's financial statements; and there was no timely public disclosure of the payment; and
(o)		Steven Greenwald acknowledges that on or about October 8, 1991, he filed with the Commission a Form 4 - Uniform Application for Registration / Approval which did not disclose the nature and extent of his criminal convictions and the existence of civil proceedings against him.

2.

Steven Greenwald consents to orders by the Superintendent that:

(a)		pursuant to section 144(1)(c) of the Act that any or all of the exemptions described in sections 30 to 32, 55, 58, 80 and 81 of the Act do not apply to Steven Greenwald for a period of 20 years from the date of this order; and
(b)		pursuant to section 144(1)(d) of the Act that Steven Greenwald be prohibited from becoming or acting as a director or officer of any reporting issuer for a period of 20 years from the date of this order.

3.

Jay Greenwald consents to orders by the Superintendent that:

(a)		pursuant to section 144(1)(c) of the Act that any or all of the exemptions described in sections 30 to 32, 55, 58, 80 and 81 of the Act do not apply to Jay Greenwald for a period of 15 years from the date of this order; and
(b)		pursuant to section 144(1)(d) of the Act that Jay Greenwald be prohibited from becoming or acting as a director or officer of any reporting issuer for a period of 15 years from the date of this order.

4.		The Greenwalds hereby consent and undertake jointly and severally to pay to the Minister and Finance and Corporate Relations the aggregate amount of $30,000.
5.		The Greenwalds waive any right they 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 the related orders.

Signed by:

Shelly Greenwald	Steven Jeffrey Greenwald
Witness Name

Shelly Greenwald	Jay Robin Greenwald
Witness Name

D.E. HOLLEY, Superintendent of Brokers