NOW THEREFORE the Executive Director, considering that it would be in the public interest to do so, orders, BY CONSENT, that:

1.		under section 144(1)(b) of the Securities Act, S.B.C. 1985, Ayre be prohibited from purchasing securities of a reporting issuer which are listed on the Vancouver Stock Exchange (other than senior board securities) for a period of 20 years from the date of the Order;
2.		under section 144(1)(c) of the Act, exemptions described in sections 30 to 32.1, 55, 58, 80 and 81 of the Act do not apply to Ayre for a period of 20 years from the date of the Order;
3.		under section 144(1)(d) (i) and (ii) of the Act, Ayre:

(a)		resign any position that he holds as a director or officer of a reporting issuer; and
(b)		be prohibited from becoming or acting as a director or officer of any reporting issuer or any issuer that provides management, administrative, promotional or consulting services to a reporting issuer;

for a period of 20 years from the date of this Order and until such time as he has successfully completed a course of study satisfactory to the Executive Director concerning the duties of directors and officers of reporting issuers; and

4.

under section 144(1)(d)(iii) of the Act, Ayre be prohibited from engaging in investor relations activities for a period of 20 years from the date of this Order.

1.

As the basis for the order in paragraph 2 and undertaking in paragraph 3 of this agreement, Ayre acknowledges the following facts as correct:

(a)		Ayre was a director of Bicer Medical Systems Ltd. (formerly Canby Resources Inc.) ("Bicer") from June 18, 1990 to October 14, 1994 and president of Bicer from June 19, 1990 to approximately June 21, 1991;
(b)		Ayre, from at least September 13, 1990, was the control person of Bicer;
(c)		Bicer was a reporting issuer incorporated under the Company Act, R.S.B.C. 1979, c. 59 but was struck off the register and dissolved on October 14, 1994 under section 281 of the Company Act;
(d)		the common shares of Bicer were listed on the Vancouver Stock Exchange on June 26, 1987;
(e)		trading in Bicer  shares was halted on July 3, 1991, suspended on July 23, 1991, and Bicer was delisted from the Exchange on March 4, 1992;
(f)		on September 18, 1991, all trading in the securities of  Bicer was ordered, under section 146 of the Securities Act, S.B.C. 1985, c. 83 to cease until Bicer filed the records required to be filed under sections 135(1) and 145 of the Securities Regulation, B.C. Reg. 270/86 (the "Regulation");
(g)		Ayre, as a control person of Bicer, made distributions in excess of 300,000 Bicer shares during the period of September 13, 1990 to July 3, 1991 without a prospectus or an available exemption from the prospectus requirements of the Act, contrary to section 42 of the Act;
(h)		during the period of May 29, 1990 through July 3, 1991, Ayre had direct or indirect beneficial ownership of, or control or direction over, Bicer shares held in and traded through accounts in other persons' names at several brokerage firms (the "Nominee Accounts");
(i)		during the period of June 19, 1990 through July 3, 1991, Ayre failed to file insider reports disclosing his trading in and ownership of, or control or direction over, in excess of three million Bicer shares, including Bicer shares in the Nominee Accounts, contrary to section 70 of the Act;
(j)		during the period August 16, 1990 to June 30, 1991, after Ayre had acquired ten per cent of the outstanding Bicer shares, and each time he acquired an additional two per cent of the outstanding Bicer shares, Ayre failed to disclose those acquisitions and whether he intended to continue to acquire additional Bicer shares, contrary to section 93 of the Act and section 165.1 of the Regulation;
(k)		during the period of August 16, 1990 to June 30, 1991, Ayre, while holding, along with persons acting jointly and in concert with him, more than twenty percent of the outstanding Bicer shares, offered to purchase additional Bicer shares without complying with the rules respecting take over bids, contrary to sections 87 to 92 of the Act;
(l)		on or about September 13, 1990, Ayre caused Bicer to issue 1,333,333 Bicer shares to Ayre, for which full consideration was not received by Bicer prior to the shares being issued, contrary to section 43 of the Company Act;
(m)		on or about May 9, 1991, Ayre caused Bicer to issue 625,000 Bicer shares in the name of Ms. Kay Hewitt into the possession of Ayre, for which full consideration was not received prior to the shares being issued, contrary to section 43 of the Company Act;
(n)		Ayre breached the terms of an undertaking, dated August 10, 1990, that he signed and filed with the Exchange not to have any dealings with Erich Brunnhuber in conducting the business of Bicer;
(o)		Ayre failed to file personal information in Form 4B within 30 days of becoming a director of each of a number of Exchange issuers, contrary to a requirement of the Executive Director under section 73.1 of the Act;
(p)		between September 1, 1990 to July 1, 1991, Ayre made statements, or caused Bicer to make statements, in records required to be filed under the Act and Regulation relating to the number of shares held by him, the receipt and source of funds from private placements, the qualifications of senior executives of Bicer and other matters relating to the affairs of Bicer that, at the time and in light of the circumstances under which they were made, were misrepresentations;
(q)		between June 1, 1991 and August 16, 1993, Ayre made statements in evidence or information submitted under the Act during the investigation of this matter that, at the time and in light of the circumstances under which they were made, were misrepresentations;
(r)		between August 16, 1990 and July 2, 1991, Ayre, knowing of material facts or material changes relating to the number of shares held by him, the receipt and source of funds from private placements, the qualifications of senior executives of Bicer and other matters relating to the affairs of Bicer which had not been generally disclosed, purchased and sold in excess of four million Bicer shares, contrary to section 68 of the Act; and
(s)		Ayre failed to attend as required under a Summons dated June 11, 1993, issued under section 128 of the Act.

1.

Ayre consents to an order (the "Order") by the Executive Director that:

(a)		under section 144(1)(b) of the Securities Act, S.B.C. 1985, Ayre be prohibited from purchasing securities of a reporting issuer which are listed on the Vancouver Stock Exchange (other than senior board securities) for a period of 20 years from the date of the Order;
(b)		under section 144(1)(c) of the Act, the exemptions described in sections 30 to 32.1, 55, 58, 80 and 81 of the Act do not apply to Ayre for a period of 20 years from the date of the Order;
(c)		under section 144(1)(d)(i) and (ii) of the Act, Ayre:

(i)		resign any position that he holds as a director or officer of a reporting issuer; and
(ii)		be prohibited from becoming or acting as a director or officer of any reporting issuer or any issuer that provides management, administrative, promotional or consulting services to a reporting issuer;

for a period of 20 years from the date of this Order and until such time as he has successfully completed a course of study satisfactory to the Executive Director concerning the duties of directors and officers of reporting issuers; and

(d)

under section 144(1)(d)(iii) of the Act, Ayre be prohibited from engaging in investor relations activities for a period of 20 years from the date of this Order.

2.		Ayre consents to pay to the British Columbia Securities Commission the sum of $10,000.
3.		Ayre 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 or the related Order.

DATED at Vancouver, British Columbia, on September 26th, 1996.

"Winton Derby"	)
Witness Name	)
	)
#800 - 777 Dunsmuir Street	)	"Calvin Edward Ayre"
Address	)	Calvin Edward Ayre
	)
Barrister and Solicitor	)
Occupation	)