NOW THEREFORE, the Superintendent, considering that it would be in the public interest to do so, orders 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 Ellwyn for a period of five years;
2.		pursuant to section 144(1)(d) of the Act, Ellwyn is prohibited from becoming or acting as a director or officer of any reporting issuer for a period of five years; and
3.		under section 144(1)(d) of the Act, Ellwyn is prohibited from becoming or acting as a director of officer of any issuer that provides management and administrative, promotional or consulting services to a reporting issuer for a period of five years.

1.

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

(a)		Gordon Brent Pierce ("Pierce") was the control person behind Valet Video and Pizza Services Ltd. ("Valet"), a private company incorporated in British Columbia under the Company Act, R.S.B.C. 1979, c. 59 (the "Company Act"
(b)		Ellwyn was the President and sole director of Valet as a nominee for Pierce;
(c)		Bu-Max Gold Corp. ("Bu-Max") was a reporting issuer incorporated in British Columbia under the Company Act and its common shares were listed, posted and called for trading on the Vancouver Stock Exchange (the "Exchange") on July 17, 1989;
(d)		by a prospectus dated May 1, 1989 (the "Bu-Max Prospectus") Bu-Max offered 700,000 common shares to the public at 35 cents per share (the "Bu-Max Offering") for the stated purpose of raising money to finance an exploration program;
(e)		the Bu-Max Offering raised $210,000 net to Bu-Max (the "Bu-Max Proceeds") which were received by Bu-Max on July 18, 1989; and
(f)		on July 18, 1989 $100,000 of the Bu-Max Proceeds were paid by directors of Bu-Max to Valet for purposes which did not benefit Bu-Max and were not disclosed in the Bu-Max Prospectus.  Some of these funds were applied to the benefit of Pierce and Ellwyn.

2.

Ellwyn 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 Ellwyn for a period of five years;
(b)		pursuant to section 144(1)(d) of the Act, Ellwyn is prohibited from becoming or acting as a director or officer of any reporting issuer for a period of five years; and
(c)		under section 144(1)(d) of the Act, Ellwyn is prohibited from becoming or acting as a director or officer of any issuer that provides management or administrative, promotional or consulting services to a reporting issuer for a period of five years.

3.		Ellwyn agrees to pay the sum of $2,000 to the Minister of Finance and Corporate Relations.
4.		Ellwyn waives any right she 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.

Witness:

	George Angelomatis	)
	601 - 134 Abbott Street	)	Venessa Ellwyn
	Vancouver, B.C. V6B 2K4	)

D.E. HOLLEY
Superintendent of Brokers