AND WHEREAS on August 4, 1987 the Superintendent commenced a hearing in the matter of the cease trade order and ordered that it be adjourned generally pending the Companies tendering evidence of production results on their Chemehuevi Placer property;

AND WHEREAS on October 26, 1987 the Superintendent issued a notice of hearing pursuant to section 145 of the Act to be held concurrently with the continuation of the hearing pursuant to section 144 of the Act;

AND WHEREAS with the consent of Arthur Ashton ("Ashton") and counsel for the Superintendent the hearing has been reconvened;

AND WHEREAS:

1.		Ashton and counsel for the Superintendent have filed an agreed statement of facts and undertaking, a copy of which is attached as Exhibit "A" to this order, which the Superintendent is asked to consider;
2.		Ashton has consented to the issuance of this order and has waived his rights to hearings under sections 144(1) or 147 of the Act;
3.		Counsel for the Superintendent has recommended the issuance of this order;
4.		Ashton has agreed not to act as a director or officer of any reporting company for a two year period commencing February 1, 1988 up to and including February 1, 1990;
5.		Ashton has agreed not to prepare or certify a technical report on behalf of any reporting company for a two year period commencing February 1, 1988 up to and including February 1, 1990;

N. de GELDER
Superintendent of Brokers

TO:

The Superintendent of Brokers ("Superintendent")

1.		I HEREBY CONSENT to an order of the Superintendent pursuant to section 145 of the Securities Act, S.B.C. 1985, c. 83, as amended (the "Act") withdrawing the exemptions contained in sections 30, 31, 32, 55, 58 and 81 of the Act in the form annexed hereto as Schedule "A".
2.		As the basis for withdrawal of my statutory exemptions, I acknowledge that the facts as set forth in this paragraph are correct:

a)		At all material times Marco Resources Ltd. ("Marco"), American Gold Reserve Inc. ("American Gold") a private American company controlled by Philip Lieberman, ("Lieberman") Philco Resources Ltd. ("Philco") and Peppa Resources Ltd. ("Peppa") held, directly or indirectly, certain interests in the mineral rights to placer claims located in the Chemehuevi valley, San Bernadino County, California ("Property");
b)		At all material times I was a director of both Philco and Peppa along with Lieberman, Lewis Williams, Marc Lieberman (son of Lieberman) and Peppa Martin (daughter of Lieberman);
c)		At all material times I was a member of the Association of Professional Engineers of British Columbia;
d)		Sometime prior to January 10, 1987, Daniel B. stage, B.S.C., a consulting geologist in the State of California was retained by Marco and American Gold to study and evaluate exploration done on the Property since 1981, with a view to determining the present value of the Property by use of ore reserve calculations and to examining preliminary capital and operating costs. On January 10, 1987 Mr. Stage rendered a report ("Stage Report") detailing his determinations;
e)		Daniel B. Stage is not qualified in this jurisdiction to file technical reports with the B.C. Securities Commission and Vancouver Stock Exchange;
f)		On or about January 12, 1987, I was requested by Lieberman on behalf of American Gold and Marco to appraise the Stage Report;
g)		On January 15, 1987 in a letter to American Gold and Marco I endorsed the Stage Report as excellent and stated, in part, that;

	"The exploration work, drilling and trenching, has been carried out in a professional manner, with extreme care taken in the handling of samples. Samples have been assayed by various methods and I feel more confidence will be added now that a fire assaying method has been perfected.
	One of the great difficulties of assessing this type of property has been to get reproducable assays from fire assaying."
	.......
	"A study of the assay sheets indicates an overall average value of 0.105 oz. gold per ton and 0.722 oz. of silver per ton is very reasonable for the zones tested."
	.......
	"The relative uniformity of the assays ... make it possible to establish a tonnage of indicated ore. Mr. Stage's calculation ... indicates 200.1 million tons with which the writer agrees."
	.......
	"The company is acquiring equipment ... Operating costs with this equipment should be comparatively low, thus adding to the profitability of the deposit."

h)		I failed to thoroughly examine the relevant facts and data before commenting on and endorsing the Stage Report.
i)		I knew or ought to have known that the Stage report and my endorsement of it would be filed with the Vancouver Stock Exchange and consequently relied upon by them and the investing public.
j)		I agree that the Stage Report has many shortcomings, including misrepresentation of data, faulty essay data, incorrect treatment of assay data, and faulty ore reserve calculations;
k)		Contrary to statements made in any January 15, 1987 endorsement, I agree that the average grades and quantities of placer type gold mineralization stated in the Stage Report are not supported in the report and are excessive in view of other deposits in the world.

3.		I hereby consent to an order of the Superintendent pursuant to section 145 of the Act that commencing, February 1, 1988 up to and including February 1, 1990, the exemptions contained in sections 30, 31, 32, 55, 58 and 81 of the Act will not apply to me.
4.		My consent under paragraph 1 is without prejudice to my right to apply at any time hereafter to the Superintendent to permit, in his discretion, specific trades through a registered dealer.
5.		I hereby undertake and agree that I will not act as a director or officer of any reporting company commencing February 1, 1988 up to and including February 1, 1990.
6.		I hereby undertake and agree that I will not prepare or certify a technical report on behalf of any reporting company commencing February 1, 1988 up to and including February 1, 1990.
7.		I hereby waive my right to a hearing and review by the British Columbia Securities Commission pursuant to section 147 of the Act in connection with the order to be made by the Superintendent under section 145 of the Act.

"A. ASHTON"