NOW THEREFORE the Superintendent, considering that it would be in the public interest to do so, orders (the "Order"), BY CONSENT, that:

1.		under 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 Harder for a period of 2 years from the date of the Order; and
2.		under section 144(1)(d) of the Act, Harder be prohibited from becoming or acting as a director or officer of any reporting issuer or of any issuer which provides management, administrative or consulting services to a reporting issuer for a period of 2 years from the date of the Order.

1.

as the basis for the orders and undertakings in paragraphs two, three and four of this agreement, Harder acknowledges the following facts as correct:

(a)		Simon Fraser Resources Ltd. ("Simon Fraser") is a reporting issuer incorporated in British Columbia under the Company Act, R.S.B.C. 1979, c. 59 whose common shares were listed on the Vancouver Stock Exchange (the "Exchange") until delisted on March 4, 1992;
(b)		Harder was the Secretary of Simon Fraser from May 5 to July 12, 1990 and was a director of Simon Fraser from July 12 to November 20, 1990;
(c)		in August 1990, Mark Burgert ("Burgert") and Jefferson T. Thachuk ("Thachuk"), on behalf of Simon Fraser, circulated promotional materials which in the Exchange's view contained material misrepresentations as to the business and affairs of Simon Fraser and its proposed subsidiary, Fibertech Specialty Chemicals Corporation ("Fibertech").  In response to a demand from the Exchange, Thachuk and Burgert agreed not to circulate these promotional materials and to take other steps to ensure that there were no future misrepresentations and that all copies of the promotional materials were retrieved by them;
(d)		Simon Fraser proceeded with a public offering of its securities by way of Statement of Material Facts (the "SMF"), effective September 18, 1990;
(e)		in October 1990, the Exchange determined that Thachuk and Burgert were in breach of their representations to the Exchange regarding the circulation of the promotional materials.  Due to on-going concerns over their fitness to act as directors of a company listed on the Exchange, the Exchange required Burgert and Thachuk to resign as directors of Simon Fraser on October 29, 1990.  On November 6, 1990, as required by the Exchange, each of the directors of Simon Fraser, including Harder in his capacity as a director of Simon Fraser, provided written assurances (the "Assurances") to the Exchange in which each of them:

(i)		acknowledged that he had read and understood the Listing Agreement between the Exchange and Simon Fraser;
(ii)		undertook to assist Simon Fraser in complying fully with the provisions of the Listing Agreement; and
(iii)		agreed to monitor the activities of Thachuk and Burgert as employees of Simon Fraser to ensure that such activities were consistent with the provisions of the Listing Agreement, the stated business direction of Simon Fraser and sound business practice;

(f)		the SMF was amended (the "Amendment") effective November 9, 1990, and Simon Fraser's offering was completed on November 19, 1990;
(g)		Harder did not meet the terms of the Assurances in that he did not ensure that the activities of Burgert and Thachuk were consistent with the provisions of the Listing Agreement, the stated business direction of Simon Fraser and sound business practice;
(h)		Harder ought reasonably to have known that the SMF and the Amendment (the "Offering Documents") did not provide full, true and plain disclosure of all material facts relating to the securities being offered.  The misrepresentations and omissions related to, among other things, the assets of Simon Fraser, its financial status and working capital deficiency, its management agreement (the "Management Agreement") with George McNeilly ("McNeilly") and Sunshine Management, its directors and officers, its share issuances, its Swiss private placement, undisclosed related party loans, and the use of proceeds from the offering;
(i)		Harder ought reasonably to have known that, contrary to the terms of the Management Agreement, McNeilly did not provide management, administrative or secretarial services to Simon Fraser but that Thachuk and Burgert provided these services to Simon Fraser;
(j)		on September 17, 1990, Simon Fraser disclosed that it had negotiated a private placement of 1,000,000 common shares and share purchase warrants (the "Units") @ $1.20 per Unit (the "Swiss Private Placement").  Simon Fraser failed to disclose to the Exchange and to the public that the Swiss Private Placement was conditional upon Simon Fraser completing the purchase of additional assets.  Harder ought reasonably to have known of this condition and that it was undisclosed;
(k)		Harder held an incentive stock option to purchase 10,000 shares of Simon Fraser which option expired on or about December 18, 1990.  Harder purported to exercise the option but, at the time that the 10,000 shares were issued to Harder, he knew that he had not paid the full consideration for them.  Harder sold the 10,000 shares in the marketplace through his brokerage account and then paid the purchase price for the 10,000 shares to Simon Fraser from the proceeds he received from the sale of those shares on or about January 24, 1991.  Harder made a profit from the sale of the shares;
(l)		Harder ought reasonably to have known that during the period of time that he was a director of Simon Fraser, Simon Fraser failed to disclose material facts and changes in its affairs relating to its financial status,  working capital deficiency, the Swiss Private Placement, its proposed business arrangements with Fibertech, and title to its mineral claims;
(m)		Harder ought reasonably to have known that Simon Fraser had failed to file, and its directors and officers have failed to cause it to file, adequate, complete and satisfactory information in its quarterly report and financial statements for the quarter ended September 30, 1990, and in its Offering Documents filed with the Commission;
(n)		Harder ought reasonably to have known that during 1990, Simon Fraser was a party to several non-arms' length payments or loans:

(i)		for which no liability by Simon Fraser existed at the time of payment;
(ii)		for which no invoices were submitted to Simon Fraser;
(iii)		which were not authorized by the board of directors of Simon Fraser; and
(iv)		which were implemented without the prior approval of the Exchange; and

(o)

Harder ought reasonably to have known that Simon Fraser had failed to conduct its affairs in compliance with the terms of the Listing Agreement;

2.

Harder consents to an order (the "Order") by the Superintendent that:

(a)		under section 144(1)(c) of the Securities Act, S.B.C. 1985, c. 83 (the "Act"), any or all of the exemptions described in sections 30 to 32, 55, 58, 80 and 81 do not apply to Harder for a period of two years from the date of the Order; and
(b)		under section 144(1)(d) of the Act, Harder be prohibited from becoming or acting as a director or officer of any reporting issuer or of any issuer which provides management, administrative or consulting services to a reporting issuer for a period of two years from the date of the Order;

3.		Harder consents to pay to the Minister of Finance and Corporate Relations the sum of $10,000; and
4.		Harder 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.

________________________ )
Witness name              )
________________________ )
address                    )	_________________________
________________________ )	"Glen David Harder"
occupation                )