NOW THEREFORE the Superintendent, considering that it would be in the public interest to do so, orders, BY CONSENT, that under section 144(1)(d) of the Securities Act, S.B.C. 1985, c. 83, McNeilly be prohibited from becoming or acting as a director or officer of any reporting issuer or of any issuer that provides management, administrative, promotional or consulting services to a reporting issuer until such time as:

(a)		McNeilly successfully completes a course of study satisfactory to the Superintendent concerning public companies and the duties and responsibilities of directors and officers of public companies;
(b)		McNeilly provides payment in full to the Minister of Finance and Corporate Relations for the Province of British Columbia of the amount set out in paragraph 3 of the Agreed Statement; and
(c)		at least 12 months have elapsed from the date of this Order.

1.

As the basis for the order and undertaking in paragraphs two and three of this agreement, McNeilly acknowledges the following facts as correct:

(a)		Simon Fraser Resources Ltd. is a reporting issuer incorporated in British Columbia under the Company Act, R.S.B.C. 1979, c. 59 and its common shares were listed on the Vancouver Stock Exchange from November 21, 1988, until March 4, 1992;
(b)		pursuant to an agreement dated for reference January 1, 1990 (the "Management Agreement"), McNeilly agreed to provide management, administrative and secretarial services (the "Services") to Simon Fraser through Sunshine Management, his sole proprietorship;  and
(c)		contrary to the terms of the Management Agreement, and notwithstanding the fact that McNeilly received full payment from Simon Fraser pursuant to the Management Agreement, neither McNeilly nor Sunshine Management provided the Services to Simon Fraser, but McNeilly did provide advice and assistance to Jeff Thachuk and Mark Burgert, directors of Simon Fraser, with respect to trading in the securities of Simon Fraser.

2.

McNeilly consents to an order (the "Order") by the Superintendent that under section 144(1)(d) of the Securities Act, S.B.C. 1985, c. 83 (the "Act"), McNeilly be prohibited from becoming or acting as a director or officer of any reporting issuer or of any issuer that provides management, administrative, promotional or consulting services to a reporting issuer until such time as:

(a)		McNeilly successfully completes a course of study satisfactory to the Superintendent concerning public companies and the duties and responsibilities of directors and officers of public companies;
(b)		McNeilly provides payment in full to the Minister of Finance and Corporate Relations for the Province of British Columbia of the amount set out in paragraph 3 of this agreement; and
(c)		at least 12 months have elapsed from the date of the Order.

3.		McNeilly consents and undertakes to pay to the Minister of Finance and Corporate Relations for the Province of British Columbia the sum of $5,000.
4.		McNeilly 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.

WINTON DERBY	)
Witness Name	)
	)
1300 - 777 Dunsmuir Street	)
	)
Vancouver, B.C.  V7Y 1K2	)	George McNeilly
Address	)
Barrister & Solicitor	)
Occupation	)