Securities Act, S.B.C. 1985, c. 83, ss. 30, 31, 32, 55, 58, 81, 82, 145(1), 145.1(1).

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

1.		that pursuant to Section 145(1) of the Act the trading exemptions contained in Sections 30 to 32, 55, 58, 81 or 82 of the Act do not apply to LaFleur for a period commencing December 6, 1988, up to and including December 5, 1992.
2.		that pursuant to Section 145.1(1) of the Act, LaFleur resigns any position that he holds as a director or officer of an issuer, and that he is prohibited from becoming or acting as a director or officer of any issuer for a period commencing December 6, 1988, up to and including December 5, 1992.

1.

LaFleur hereby consents to Orders (the "Orders") of the Superintendent:

a)		pursuant to subsection 145(1) of the Securities Act, S.B.C. 1985, c. 83, as amended (the "Act") that the trading exemptions described in Sections 30 to 32, 55, 58, 81 or 82 of the Act do not apply to LaFleur for a period commencing December 6, 1988 and ending December 5, 1992; and
b		pursuant to subsection 145.1(1) of the Act, that LaFleur is prohibited from becoming or acting as a director or officer of any reporting issuer for a period commencing December 6, 1988 and ending December 5, 1992.

2.		The Superintendent hereby agrees to discontinue the proceedings initiated against Lafleur before the British Columbia Securities Commission (the "Commission").
3.		LaFleur acknowledges that the facts set forth in the attached Agreed Statement of Facts are correct.
4.		LaFleur agrees to pay to the Minister of Finance the amount of $7,500 as follows:

a)		nine installments of $500 each, payable on the first of each month commencing December 1, 1988;
b)		a final instalment payable September 1, 1989 of the balance owing, together with accrued interest thereon at the rate of 12% per annum calculated from November 1, 1988; and
c)		notwithstanding the above, LaFleur may prepay the amount owing hereunder at any time and from time to time in whole or in part without notice or penalty.

5.		Should LaFleur default in payment of any amount owing including interest thereon shall immediately become defaulting hereunder, the balance owing as of the date of such payable and the Superintendent may then proceed to take whatever steps he considers appropriate to collect the debt outstanding including reasonable costs of collection.
6.		LaFleur agrees to provided the Superintendent with a Statutory Declaration (the "Declaration") listing securities held by him and their location and a statement of net worth and projected monthly revenues and expenditures.
7.		LaFleur acknowledges that the securities listed in the Declaration are pledged as security against balances owing to Continental Securities Ltd. ("Continental"). LaFleur agrees that on the disposition of such securities any residual funds remaining after the payment of any amount owing to Continental shall be pledged to the Minister of Finance to be applied towards payment of the amount owing under paragraph 4 hereof and reduce the amount owing thereunder accordingly.
8.		LaFleur agrees to provide to the Superintendent on each of the next three anniversary dates of this Agreement, further Statutory Declarations disclosing as of such date the securities held by him and their location and detailing any disposition of securities during the year then ended.
9.		The Superintendent or the Commission will consider specific applications for relief to allow Lafleur to dispose of his current security holdings in an orderly fashion. If upon giving written notice to the Superintendent or the Commission of a proposed trade in securities presently held, he or it does not object to such trade within three days of receipt of such notice, the trade may be effected.
10.		LaFleur hereby waives his right to a hearing and review pursuant to Section 147 of the Act in connection with the Orders.
11.		LaFleur hereby acknowledges that the Orders are based on the facts described in the Agreed Statement of Facts and should such facts be found to be materially in error, the Superintendent is not hereby precluded from taking any action he considers appropriate.
12.		LaFleur hereby agrees to cooperate with the Superintendent in providing information he may have on other matters unrelated to this Agreement and Undertaking and the Agreed Statement of Facts provided any information so provided will not be used against him in any way in any subsequent proceedings.
13.		LaFleur acknowledges that he has been advised to obtain independent legal advice regarding this matter and has obtained such advice as he considers necessary.

M.A. LaFLEUR

N. de GELDER
Superintendent of Brokers

1.		Vertex Resources Ltd. ("Vertex") is a company incorporated under the Company Act, R.S.B.C. 1979, c. 59, as amended, (the "Company Act") on February 16, 1981. The common shares of Vertex were listed and posted for trading on the Vancouver Stock Exchange (the "Exchange") on December 29, 1986.
2.		Auspex Gold Ltd. ("Auspex") is a company incorporated under the Company Act on February 16, 1981.  The common shares of Auspex were listed and posted for trading on the Exchange on December 8, 1987.
3.		Mark Anson LaFleur ("LaFleur") was the President and a Director of Vertex from June, 1986 to August, 1988.
4.		LaFleur was the Vice-President, Secretary and a Director of Auspex from September, 1987 to August, 1988.
5.		Lawrence Erwin Weisdorn ("Weisdorn") was the Vice-President, Secretary, Treasurer and a Director of Vertex from June, 1986 to August, 1988.
6.		Weisdorn was the President and a Director of Auspex from September, 1987 to August, 1988.
7.		Vertex issued a news release dated October 6, 1987 (the "News Release"), signed by Weisdorn, stating, in part:

"... on October 1, 1987, Vertex began full production on the island Mountain property in the Cariboo-Barkerville gold camp.... We are currently in phase 1, which is scheduled to run until late November and is projected to produce in excess of 1600 ounces of gold at a cost of approximately $150,000, for a net revenue in excess of $800,000."

At the time of the News Release:

a)		Work on the Island Mountain property consisted only of bulk sampling, not "full production".
b)		There was no evidence to support the projection of 1600 ounces of gold.

	The work on the Island Mountain property was terminated on October 30, 1987. No gold was extracted.
	No follow-up news release was issued disclosing that the work on the Island Mountain property had been terminated or that no gold had been extracted. LaFleur and Weisdorn acknowledge that such a news release should have been issued.

8.		During the period of October 6, 1987, to October 31, 1987, LaFleur sold 19,800 shares of Vertex through the facilities of the Exchange for proceeds of approximately $30,710. During the same period, LaFleur purchased 18,600 shares of Vertex through tbe facilities of the Exchange at a total cost of approximately $53,450. Lafleur was not involved in any other transactions of Vertex shares other than the above noted transactions made through the facilities of the Exchange.
9.		During the period of October 6, 1987, to October 31, 1987, Weisdorn sold 100,800 shares of Vertex through the facilities of the Exchange for proceeds of approximately $93,735. During the same period, Weisdorn purchased 12,500 shares of Vertex through the facilities of the Exchange at a total cost of approximately $34,165. Weisdorn was not involved in any other transactions of Vertex shares other than the above noted transactions made through the facilities of the Exchange.
10.		Auspex became a reporting issuer in British Columbia by filing a prospectus (the "Auspex Prospectus"), with the Superintendent of Brokers relating to an initial public offering of its shares and obtaining a receipt therefor on December 7, 1987.
11.		Auspex raised, through its initial public offering, net proceeds of approximately $220,500. The Auspex Prospectus stated that the funds raised together with cash on hand were to be used for the following purposes:

(a)		$10,000 towards the costs of the offering;
(b)		$26,998 towards accounts payable;
(c)		$25,000 to pay certain option payments required with respect to the TP mineral claim;
(d)		$135,000 to pay the cost of Stage 1 of a recommended work program on the TP mineral claim; and
(e)		$39,536 towards working capital.

As of August 31, 1988 none of the funds raised under the Auspex Prospectus was spent by Auspex on the TP mineral claim.

12.		The net proceeds, $220,500, of the initial public offering were received by Auspex on December 15, 1987.
13.		On December 15, 1987, Auspex made salary advances (the "Auspex Advances") of $39,500 to LaFleur and $75,500 to Weisdorn to assist LaFleur and Weisdorn in the acquisition of a residence ("the Residence"). The Auspex Advances were made with no stated terms of repayment or of interest. Both LaFleur and Weisdorn signed the cheques for the Auspex Advances.

	The Auspex Advances were not approved by the other directors of Auspex. The Auspex Advances were not approved by the Exchange as required under Auspex's Listing Agreement with the Exchange.
	As of August 10, 1988 LaFleur has repaid to Auspex his portion of the Auspex Advances together with interest at the rate of 10% per annum. As of the date hereof Weisdorn owes Auspex approximately $32,000 on which interest is to accrue at the rate of 10% per annum on any balance until repaid.

14.

On December 15, 1987, Auspex made a loan to Vertex totalling approximately $49,800. Auspex made further advances to Vertex totalling approximately $70,000 as of August 31, 1988 (collectively the "Loans") which amounts are still outstanding. The Loans were made with no stated terms of repayment or of interest. Both LaFleur and Weisdorn signed the cheques for the Loans.

The Loans were not approved by the other directors of Auspex. The Loans were not approved by the Exchange as required under the Listing Agreement between Auspex and the Exchange.

15.

On December 15, 1987, Vertex made salary advances (the "Vertex Advances") of $16,125 to LaFleur and $10,600 to Weisdorn to assist LaFleur and Weisdorn in tbe acquisition of the Residence. The Vertex Advances were made with no stated terms of repayment or of interest. Both LaFleur and Weisdorn signed the cheques for the Vertex Advances.

The Vertex Advances were not approved by the other directors of Vertex. The Vertex Advances were not approved by the Exchange as required under the Listing Agreement between Vertex and the Exchange.

16.

On June 21, 1988, at which time LaFleur and Weisdorn were directors of Vertex, Vertex filed with the Exchange a draft Statement of Material Facts signed by Lafleur, as Chief Executive Officer and as promoter, Weisdorn, as Chief Financial Officer and as promoter, Matthew Lafleur and Victor Bernhard Bjorkman, as directors, and Continental Securities, as agent, which Statement of Material Facts stated on page 10 thereof:

"Mark LaFleur and Lawrence Weisdorn have received salary advances for 1988 of $26,725. There is no interest payable or stated terms for the advances. These salary advances were made to assist Messrs. LaFleur and Weisdorn in the acquisition of a principal residence. Counsel for the Issuer has advised the directors of the Issuer that the making of these advances was a contravention of s. 127 of the Company Act, R.S.B.C. 1979 c. 59. The Directors acknowledge that this was a contravention of the Company Act and having been so counselled, will not contravene the Act again."

17.

On December 14, 1987, and January 28, 1988, Auspex issued from treasury a total of 105,000 shares to LaFleur and 80,000 Shares to Weisdorn (collectively the "Shares"). The Shares were used as collateral under a loan to LaFleur and Weisdorn. The proceeds of the loan were used for the acquisition of the Residence. LaFleur and Weisdorn signed the treasury orders for the Shares. Auspex received no recorded consideration for the Shares.

	The issuance of the Shares to LaFleur and Weisdorn was not approved by the other directors of Auspex. The issuance of the Shares to LaFleur and Weisdorn was not approved by the Exchange as required under the Listing Agreement between Auspex and the Exchange.
	LaFleur and Weisdorn acknowledge that the issuance of the Shares may have been contrary to the policies of the Exchange and the Securties Commission.
	In August, 1988, after the regulatory authorities became aware of the issuance of the Shares, LaFleur and Weisdorn gifted the Shares back to Auspex.

18.		On January 7, 1988 Auspex entered into a Joint Venture Agreement with Cyprus Metals (Canada) Ltd. under which Cyprus could earn an interest in the TP mineral claim in consideration of it making certain expenditures on the property. As of August 31, 1988, approximately 150,000 was expanded by Cyprus on the property, of which approximately $135,000 was expended on behalf of Auspex.
19.		This Agreed Statement of Facts is part of a Settlement between LaFleur, Weisdorn, the British Columbia Securities Commission and the Superintendent of Brokers pursuant to which LaFleur and Weisdorn consent to certain orders being issued by the Commission and the Superintendent.

"T.P. McCAFFERTY"	"M.A. LaFLEUR"
(Witness)

"T.P. McCAFFERTY	"L.E. WEISDORN"
(Witness)