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 Cormack for a period of five years; and
2.		pursuant to section 144(1)(d) of the Act, Cormack is prohibited from becoming or acting as a director or officer of any reporting issuer for a period of twelve years.

1.

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

(a)		Metaxa Resources Ltd.  ("Metaxa") 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 were listed, posted and called for trading on the Vancouver Stock Exchange (the "Exchange") on May 29, 1989;
(b)		Bu-Max Gold Corp. ("Bu-Max") is a reporting issuer incorporated in British Columbia under the Company Act and its common shares were listed, posted and called for trading on the Exchange on July 17, 1989;
(c)		trading in the shares of Metaxa and Bu-Max was halted by the Exchange on July 21, 1989 and both were delisted on March 1, 1991;
(d)		Francis David Balfour ("Balfour") was the control person, undisclosed promoter, and exercised the powers and performed the functions of a director of Metaxa and Bu-Max;
(e)		Cormack was a director of Metaxa and Bu-Max as a nominee for Balfour;

(f)		by a prospectus dated February 6, 1989 and amended February 27, 1989 (the "Metaxa Prospectus") Metaxa offered 600,000 shares to the public at 40 cents per share;
(g)		on February 27, 1989, Cormack signed a certificate declaring that the Metaxa Prospectus constituted full, true and plain disclosure of all material facts relating to the securities offered;
(h)		on May 26, 1989, Cormack signed a declaration (the "Metaxa Declaration") that no material changes had taken place to the business, affairs or status of Metaxa since the date of the Metaxa Prospectus;

(i)		Cormack knew that Balfour's role as promoter and 'de facto' director of Metaxa was undisclosed in the Metaxa Prospectus and the Metaxa Declaration;
(j)		Balfour induced Cormack to sign Metaxa cheques payable to various payees which were subsequently drawn on Metaxa's bank account by Balfour or upon Balfour's instructions.  The payments made (the "Payments") were for purposes which did not benefit Metaxa;
(k)		Cormack ought reasonably to have known that:

(i)		the Payments represented a majority of the proceeds of the funds raised by the Metaxa offering;
(ii)		the Payments were contrary to the representations made in the Metaxa Prospectus;
(iii)		the nature and extent of the Payments were material changes in the affairs of Metaxa made without disclosure to the public; and
(iv)		the Payments did not benefit Metaxa;

(l)

Cormack, in exercising the powers and in performing the functions of a director of Metaxa failed to exercise the care, diligence and skill of a reasonably prudent person in conducting the affairs of Metaxa;

(m)		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;
(n)		the Bu-Max Offering raised $210,000 net to Bu-Max (the "Bu-Max Proceeds") which were received on July 18, 1989.  It was represented in the Bu-Max Prospectus that no part of the proceeds would be invested in securities other than those that qualify as investments in which trust funds may be invested; otherwise, shareholder approval and notice to regulatory authorities was required;
(o)		on May 1, 1989, Cormack, signed certificates declaring that the Bu-Max Prospectus constituted full, true and plain disclosure of all material facts relating to the securities offered;
(p)		on July 4, 1989, Cormack signed declarations (the Bu Max Declarations") that there had been no material changes in the facts contained in the Bu-Max Prospectus;
(q)		Cormack knew that Balfour's role as promoter and de facto director was undisclosed in the Bu-Max Prospectus and the Bu-Max Declarations;
(r)		on July 18, 1989, $100,000 of the Bu-Max Proceeds was paid by Cormack, among others, for a purpose which did not benefit Bu-Max and was not disclosed in the Bu-Max Prospectus.  Cormack ought reasonably to have known that:

(i)		the payment represented approximately 48% of the proceeds of the funds raised by the Bu-Max offering;
(ii)		the payment was contrary to the representations made in the Bu-Max Prospectus;
(iii)		the nature and extent of the payment was a material change in the affairs of Bu-Max made without disclosure to the public; and
(iv)		the payment did not benefit Bu-Max;

(s)

Cormack, in exercising the powers and performing the functions of a director of Bu-Max failed to exercise the care, diligence and skill of a reasonably prudent person in conducting the affairs of Bu-Max.

2.

Cormack consents to orders 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 Cormack for a period of five years; and
(b)		pursuant to section 144 (1)(d) of the Act, Cormack is prohibited from becoming or acting as a director or officer of any reporting issuer for a period of twelve years.

3.		Cormack agrees 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.
4.		Cormack agrees to pay the sum of $5,000 to the Minister of Finance and Corporate Relations of the Province of British Columbia.
5.		Cormack 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.

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Witness Signature             )
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"Martin Eady"                 )
Witness Name  (please print) )		"Gordon Cormack"
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Address