Trading in Crazy Horse
2.10 Between December 31, 1996 and January 6, 1997, while under Patterson’s control or direction, Bray transferred, in two trades, 339,500 shares of Crazy Horse out of its trading accounts.
2.11 Patterson failed to file insider reports disclosing his control or direction over, the aforesaid shares in Crazy Horse contrary to section 87 of the Act.

Trading in Allied
2.13 During December 1993, while under Patterson’s control or direction, Bray purchased, in one trade, 495,000 special warrants in Allied for $594,000.00.
2.14 Patterson failed to file insider reports disclosing his control or direction over, the aforesaid securities in Allied contrary to section 87 of the Act.

Trading in Zicor
2.15 Between March 1995 and December 1996, while under Patterson’s control or direction, Bray:
2.15.1 pursuant to a single recommendation by Patterson to sell all of the Bray holdings of of Zicor, sold, in 14 trades, 59,046 shares for a total cost of $34,641.68;
2.15.2 in addition, received into its trading accounts 59,046 shares of Zicor; and
2.15.3 Patterson failed to file insider reports disclosing his control or direction over, the aforesaid shares in Zicor contrary to section 87 of the Act.

Stock Exchange Filings
2.16 Patterson caused RYCO/Integro, on behalf of Bray, to purchase securities by way of private placements by reporting issuers as follows:
2.16.1 during December 1993, 495,000 special warrants in Allied;
2.16.2 during February 1994, 60,000 units, each unit comprising one share and one warrant, in Consolidated; and
2.17 At the time of each of the private placements, Patterson was an insider of, or in a special relationship with, each of the issuers.
2.18 In respect of the purchase of shares and/or warrants by Bray, Patterson caused to be filed with the former Vancouver Stock Exchange (“VSE”), a private placement questionnaire and undertaking (Form VSE 11-1A)which in answer to the request by the VSE for “[n]ames and addresses of person(s) having greater than 10% beneficial interest in the Purchaser [namely Bray], if a corporation”, Patterson disclosed particulars of ownership of the trustee corporation but failed to disclose the relationship extant between Patterson, an insider, and Bray.

Mitigating Factors

[para 3]
In reaching this agreement the Executive Director has taken into account the following representations of Patterson:

3.1 Patterson represents that neither in the creation nor the operation of the trust was there the intention to defeat securities reporting obligations in British Columbia.

3.2 Patterson represents that trades made by Bray were made in the normal course of market activity. Patterson further represents and staff do not disagree that at no time was the trading undertaken in reliance upon undisclosed material facts or changes.

3.3 Patterson represents that, prior to creating the trust he received legal advice to the effect that the trust was a legal method of asset protection and was created as a discretionary trust, which prohibited anyone other than the trustees to make final decisions on what securities ought to be traded. The trustees looked to Patterson for advice on trades and almost invariably took that advice, but retained at law the power and ability to reject his recommendations.

3.4 Patterson has fully co-operated with staff throughout their enquiry.

Undertaking

[para 4]
Patterson undertakes and agrees to the following:

4.1 to pay to the British Columbia Securities Commission, upon signing of this Agreement, the sum of $50,000 of which $10,000 represents the costs to the Commission of the investigation; and

4.2 to comply with the Act and the Securities Rules, B.C. Reg. 194/97 and all applicable regulations, policies and guidelines, from the date of this agreement

Order

[para 5]
Patterson consents to an order by the Executive Director (the “Order”) that:

5.1 under section 161(1)(c) of the Act, the exemptions described in sections 44 to 47, 74, 75, 98 and 99 of the Act do not apply to Patterson in respect of the trading of securities of any issuer for a period of 15 months from the date of the Order; and

5.2 under section 161(1)(d) of the Act, Patterson resign any position Patterson holds as a director or officer of any issuer and is prohibited from becoming or acting as a director or officer of any issuer for a period of 15 months from the date of the Order.

Waiver

[para 6]
Patterson 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.


DATED at Vancouver, British Columbia, on October 13, 2000.



(Signed: David Michael Patterson)
David Michael Patterson


(Signed: Mark Skwarok)
Witness Signature

Mark Skwarok
Witness Name (please print)

3000 – 700 West Georgia Street

Vancouver, BC
Address
Lawyer
Occupation


DATED at Vancouver, British Columbia, on October 13, 2000.





(Signed: Steve Wilson)
Steve Wilson
Executive Director