NOW THEREFORE, the Superintendent, considering that it would be in the public interest to do so, orders BY CONSENT 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 Stirling for a period ending February 15, 1995; and
2.		pursuant to section 144(1)(d) of the Act, Stirling is prohibited from becoming or acting as a director or officer of any reporting issuer for a period ending February 15, 1999.

1.

As the basis for the undertaking referred to in this agreement Stirling acknowledges the following as correct:

(a)		Cal Graphite Corporation ("Cal"), now Applied Carbon Technologies Inc., is a reporting issuer originally incorporated under the Company Act, R.S.B.C. 1979, c. 59, and its common shares (the "Shares") are listed for trading on the Vancouver Stock Exchange (the "Exchange");
(b)		as of July 14, 1987, there were approximately 5,340,000 Shares issued and outstanding;
(c)		Handelskredit Bank ("Handelskredit") was a banking organization incorporated in Switzerland and was, at all material times, an exempt purchaser by order made by the Superintendent under the Securities Act, S.B.C. 1985, c. 83 (the "Act");

(d)		Stirling was a director and president of Cal from July 12, 1985 until March 12, 1992;
(e)		at all times material to this matter, Stirling was an insider and a control person of Cal;
(f)		at all times material to this matter, James Jonathan Hunter ("Hunter") published newsletters and conducted promotional activities on behalf of publicly listed companies including Cal;
(g)		at all times material to this matter, Hunter's newsletters had a circulation of approximately 10,000 and were sent to brokers and other investors;
(h)		Hunter also operated a service utilizing five telephones to answer questions from investors and brokers;

(i)		in the spring of 1987, Stirling approached Hunter to assist Stirling in obtaining financing and conducting promotional activities for Cal;
(j)		on or before June 24, 1987, Stirling and Hunter entered into an agreement (the "Hunter Agreement"), the terms of which included the following:

(i)		Hunter would negotiate and arrange a private placement between Handelskredit and Cal (the "Private Placement");
(ii)		Hunter would recommend purchases of the Shares through his newsletters and telephone services; and
(iii)		Stirling would provide to Hunter 300,000 Shares upon completion of the trade of the two millionth Share through the facilities of the Exchange after June 12, 1987;

(k)		at no time prior to at least June 1, 1989 was the Hunter Agreement or any term thereof generally disclosed;
(l)		between July, 1987 and March 1, 1988, Hunter published and circulated at least four newsletters containing recommendation to buy Shares;

(m)

on or about July 14, 1987, Cal and Handelskredit entered into the Private Placement, the terms of which included the following:

(i)		Handelskredit would purchase 500,000 shares of Cal at a price of $6.00 per share (the "Private Placement Shares"); and
(ii)		Cal would grant to Handelskredit non-transferable share purchase warrants entitling Handelskredit to purchase up to 500,000 more shares of Cal at a price of $9.00 per share at any time up to July 1, 1988;

(n)		the Private Placement was approved by the Exchange on July 29, 1987;
(o)		Hunter arranged the Private Placement;
(p)		during the period from approximately August 4, 1987 to January 6, 1988, Handelskredit took delivery, in a series of tranches, of all the Private Placement Shares;

(q)		prior to Handelskredit entering into the Private Placement, Handelskredit entered into an agreement with Hunter (the "Hunter Option") whereby Hunter was granted the right to acquire any or all of the Private Placement Shares at $6.50 per share;
(r)		Hunter paid nothing for the Hunter Option and he was not obligated by the Hunter Option to purchase the Private Placement Shares;
(s)		at the time the Hunter Option was granted to Hunter the Shares were trading on the Exchange at prices in excess of $6.50;
(t)		during the period from August 1987 through December 1987 Hunter exercised the Hunter Option and purchased all of the Private Placement Shares;
(u)		in August, 1987, Stirling flew to Switzerland to deliver to Handelskredit 100,000 Shares, being the first tranche of the Private Placement;
(v)		Handelskredit received the 100,000 Shares and immediately gave them back to Stirling and requested that Stirling deliver the Shares to Hunter;
(w)		Stirling immediately flew back to Canada and upon landing at Toronto International Airport, delivered the 100,000 Shares to Hunter;
(x)		at no time prior to at least June 1, 1989, was the Hunter Option generally disclosed:

(y)

between July 1987 and February 1988, the Shares traded in the ranges indicated below until March 1, 1988, when the 2 millionth Share traded under the Hunter Agreement:

Month

High

Low

	July, 1987	$11.125	$ 9.250
	August, 1987	14.000	11.625
	September, 1987	13.750	12.750
	October, 1987	13.500	6.000
	November, 1987	9.000	6.625
	December, 1987	16.125	8.375
	January, 1988	16.000	11.000
	February, 1988	12.000	9.250

(z)

on July 7, 1987, Stirling filed, on behalf of Cal, a private placement notice that disclosed that no finders fee was to be paid in connection with the Private Placement and that disclosure was inaccurate.

2.		The Hunter Agreement was an agreement that, in light of all the circumstances under which it was made, encouraged a misleading appearance of trading activity, and the Hunter Agreement was, therefore, contrary to the public interest.
3.		For purposes of this Agreed Statement of Facts and Undertaking (the "Agreement"), the staff of the Securities Commission (the "Staff") is not aware of nor are they alleging in respect of Stirling that he engaged in any manipulative or deceptive trading practices in respect of the matter encompassed by the Agreement.
4.		At the time when Stirling brought the matters encompassed by the Agreement to the attention of the Staff, the matters were unknown to the Staff.
5.		Stirling consents to an Order under section 144(1)(c) of the Act that the exemptions described in sections 30 to 32, 55, 58, 80 and 81 do not apply to him for a period of one (1) year from the date of this Agreement.
6.		Stirling consents to an Order under section 144(1)(d) of the Act that he be prohibited from becoming or acting as a director or officer of any reporting issuer for a period of five (5) years from the date of this Agreement.
7.		Stirling agrees and undertakes to pay the sum of $5,000.00 to the Minister of Finance and Corporate Relations of the Province of British Columbia.
8.		Stirling 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 the related Orders.

Witness:

PETER E. HARVEY

)

Peter E. Harvey          )	JOHN MURRAY STIRLING
1002-135  George Street  )
Toronto, Ontario M5A 4E8 )

D.E. HOLLEY
Superintendent of Brokers