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

1.		under section 144(1)(c) of the Securities Act, S.B.C. 1985, c. 83 that the exemptions described in sections 30 to 32, 55, 58, 80 and 81 of the Act do not apply to Ciochetti for a period expiring on November 14, 2005;
2.		under section 144(1)(d) of the Act that Ciochetti be prohibited from becoming or acting as a director or officer of any reporting issuer for a period expiring on November 14, 2005; and
3.		under section 144(1)(d) of the Act that Ciochetti be prohibited from becoming or acting as a director or officer of any issuer that provides management and administrative, promotional or consulting services to a reporting issuer for a period expiring on November 14, 2005.

1.

As the basis for the orders referred to in paragraph two of this agreement, Ciochetti acknowledges the following facts as correct:

(a)		International Tillex Enterprises Ltd. ("International Tillex") became a reporting issuer on February 27, 1984 and its shares were listed on the Vancouver Stock Exchange (the "Exchange") from December 31, 1984 to April 2, 1987;
(b)		Ciochetti was registered as a salesman pursuant to the Securities Act, S.B.C. 1985, c. 83, from August 19, 1983 to January 31, 1987;
(c)		on January 21, 1987, Ciochetti entered into an agreement with the Exchange in which he:

(i)		acknowledged that, commencing in 1984, he had breached various By-laws and Rules of the Exchange and had been a party to a scheme and had engaged in trading of securities of International Tillex (the "Securities") which he knew or ought to have known would result in a misleading appearance of trading activity or an artificial price for the Securities; and
(ii)		agreed to pay to the Exchange a penalty of $100,000, to the withdrawal of Exchange approval, and to not reapply for Exchange approval prior to January 1, 1989;

(d)		on March 23, 1989, Ciochetti pleaded guilty to arranging to carry out a form of deceitful distribution of shares of International Tillex between May 1, 1984 and July 31, 1986 contrary to section 338(1)(a) of the Criminal Code of Canada (the "Offense");
(e)		Ciochetti was sentenced to pay a fine of $300,000 and to three years in gaol in relation to the Offense; and
(f)		since November 14, 1988 Ciochetti has been subject to temporary orders made by the Superintendent removing all of his statutory exemptions and prohibiting him from acting as a director or officer of any reporting issuer as a result of criminal charges laid against Ciochetti in 1988 relating to his involvement with International Tillex.

2.

Ciochetti consents to orders by the Superintendent that:

(a)		under section 144(1)(c) of the Securities Act, S.B.C. 1985, c. 83 that the exemptions described in sections 30 to 32, 55, 58, 80 and 81 of the Act do not apply to Ciochetti for a period expiring on November 14, 2005;
(b)		under section 144(1)(d) of the Act that Ciochetti be prohibited from becoming or acting as a director or officer of any reporting issuer for a period expiring on November 14, 2005; and
(c)		under section 144(1)(d) of the Act that Ciochetti be prohibited from becoming or acting as a director or officer of any issuer that provides management and administrative, promotional or consulting services to a reporting issuer for a period expiring on November 14, 2005.

3.

Ciochetti 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	)
Bridget Hazlett	)
Please Print	)	Dale William Ciochetti
2232 MacDonald	)
Vancouver, B.C. V6K 2Y5	)
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