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

1.		pursuant to section 144(1)(c) of the Securities Act S.B.C. 1985, chapter 83 (the "Act") the exemptions described' in sections 30 to 32, 55, 58, 80 and 81 of the Act do not apply to Orloski for a period of five years from the date of this order; and
2.		pursuant to section 144(1)(d) of the Act, Orloski is prohibited from becoming or acting as a director or officer of any reporting issuer for a period of five years from the date of this order.

1.

As the basis for orders made pursuant to section 144 of the Securities Act, S.B.C. 1985, c. 83 (the "Act"), withdrawing the statutory exemptions of Orloski and prohibiting him from becoming or acting as a director or officer of any reporting issuer, Orloski acknowledges the following facts as correct:

(a)		Metaxa Resources Ltd. ("Metaxa") is a reporting issuer incorporated in British Columbia under the Company Act, R.S.B.C. 1979, c. 59 (the "Company Act") and its common shares were listed, posted and called for trading on the Vancouver Stock Exchange (the "Exchange") on May 29, 1988;
(b)		Bu-Max Gold Corp. ("Bu-Max") is a reporting issuer incorporated in British Columbia under the Company Act and its common shares were listed, posted and called for trading on the Exchange on July 17, 1989;
(c)		Francis Balfour ("Balfour") was the undisclosed promoter, and exercised the powers and performed the functions of a director of Metaxa and Bu-Max;
(d)		Orloski was the listing solicitor for Metaxa and Bu Max and was a friend of Balfour;
(e)		Gordon Cormack ("Cormack") and Denise Spits ("Spits") were among the directors of Metaxa and Bu-Max. Orloski knew that Cormack and Spits were Balfour's nominees;

(f)		by a prospectus dated February 6, 1989 and amended February 27, 1989 (the "Metaxa Prospectus") Metaxa offered 600,000 shares to the public at 40 cents per share (the "Metaxa Offering") for the stated purpose of raising money to finance an exploration program. The Metaxa Prospectus represented that Metaxa would not discontinue or depart from its recommended program of work unless advised in writing by the consulting engineer to do so;
(g)		on May 26, 1989, Orloski commissioned statutory declarations by Cormack, Spits and Peter Cox ("Cox") (the "Metaxa Declarations") that no material changes had taken place to the business, affairs or status of Metaxa since the date of the Metaxa Prospectus;
(h)		on May 29, 1989, the day Metaxa commenced trading, Orloski, on the instructions of Balfour and Cox but without the advice or concurrence of Metaxa's consulting engineer, gave notice that Metaxa was discontinuing its recommended program of work;
(i)		Orloski knew that Balfour's role as an active and influential participant in the business and affairs of Metaxa was undisclosed in the Metaxa Prospectus and the Metaxa Declarations;

(j)		by a prospectus dated May 1, 1989 (the "Bu-Max Prospectus") Bu-Max offered 700,000 common shares to the public at 35 cents per share (the "Bu-Max Offering") for the stated purpose of raising money to finance an 'exploration program;
(k)		Between June 30, 1989 and July 4, 1989, Orloski commissioned statutory declarations by Cormack and others (the "Bu-Max Declarations") that no material changes had taken place to the business, affairs or status of Bu-Max since the date of the Bu-Max Prospectus;
(l)		Orloski knew that Balfour's role as an active and influential participant in the business and affairs of Bu-Max was undisclosed in the Bu-Max Prospectus and the Bu-Max Declarations.

2.

Orloski consents to orders of the Superintendent that:

(a)		Orloski's statutory exemptions under the Act are removed for five years; and
(b)		Orloski is prohibited from acting as a director or officer of any reporting issuer in British Columbia for five years.

3.		Orloski 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.
4.		Orloski agrees to pay to the Minister of Finance and Corporate Relations the sum of $5,000 for costs related to the investigation of this matter by staff of the British Columbia Securities Commission.

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Witness Signature            )
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"Barry V. Slutsky"           )
Witness Name (please print)  )		"Bradley Jay Orloski"
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Address