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

1.

pursuant to section 161(1)(f) of the Securities Act, R.S.B.C. 1996, c. 418, the registration of Jones be restricted such that he cannot act as a trading partner, officer or director of a registered dealer, or act in any capacity as a supervisor of registrants for a period ending on the later of:

(a)		the date VAM and Jones satisfy their obligation to pay the sum of $60,000 as described in paragraph 3 of the Agreement; and
(b)		ten years from the date of this Order.

IN THE MATTER OF VICTORIA ASSET MANAGEMENT GROUP INC. AND SIMON GRANVILLE LYN JONES

1.

As the basis for the orders and undertakings referred to below, VAM and Jones acknowledge the following facts as correct:

(a)		VAM is registered as a mutual fund dealer under the Securities Act, R.S.B.C. 1996, c. 418 (the "Act"). Jones was the president and a director of VAM.  He was designated the trading officer of VAM from December 1993 through November 1995;
(b)		Gibbins Estates Limited ("Gibbins") (formerly Kerkhoff Land Investments Corporation) is a non-reporting issuer incorporated in British Columbia under the Company Act, R.S.B.C. 1996, c. 62 (the "Company Act"").  Willem Kerkhoff, Peter Kerkoff and Malcolm Hopkins (hereinafter called the "Directors") were the directors and officers of Gibbins throughout the period between November 1993 and July 1995;
(c)		Gibbins proposed to develop a real estate project at 3205 Gibbins Road in Duncan, British Columbia (the "Project") in 1994;
(d)		in order to finance the Project, 350 debenture units were issued by Gibbins and sold to investors (the "Debentureholders") at a price of $10,000 per unit (with a minimum subscription for each Debentureholder of three units), thereby raising $3,500,000. The debenture units were distributed to a total of 101 Debentureholders throughout the period between January 3, 1994 and July 8, 1994;
(e)		by way of an agreement dated January 1, 1994, between Gibbins and VAM, VAM agreed to utilize its best efforts to market the debentures to sophisticated purchasers in accordance with the provisions of the Act and the Securities Regulation, B.C. Reg. 270/86 (the "Old Regulation") as amended (now section 128(b) of the Securities Rules, R.B.C. Reg. 194/97 (the "Rules"));
(f)		Gibbins did not issue a prospectus to qualify the distribution of the debentures under section 42 of the Securities Act, S.B.C. 1985, c. 83 (the "Old Act") (now section 61 of the Act).  Instead, Gibbins relied on the sophisticated purchaser exemption to section 42 of the Old Act contained in what was then section 117(b) of the Old Regulation (now section 128(b) of the Rules);
(g)		an offering memorandum dated January 1, 1994 (the "Offering Memorandum") was prepared by Gibbins and signed by Willem Kerkhoff and Malcolm Hopkins. The Offering Memorandum was filed with the Commission on May 26, 1994;
(h)		after the distribution was completed, VAM and Jones became aware that the Offering Memorandum contained the following errors (the "Errors"):

(i)		the Offering Memorandum inaccurately described the properties as 12.33 acres in size when in fact they were approximately 10 acres in size. The Offering Memorandum also failed to indicate that the properties were divided by a two acre right-of-way that was separately titled and owned by Fletcher Challenge Canada Ltd.;
(ii)		the Offering Memorandum failed to disclose that the payee of the 5% real estate commission ($65,000) was to be the Kerkhoff Development Corporation;
(iii)		the Offering Memorandum omitted reference to continuous reporting obligations which is required by item 15 of Form 43; and
(iv)		the Offering Memorandum misrepresented the price actually paid for the real estate;

VAM

(i)		VAM is registered as a mutual fund dealer under the Act.  It is not registered to advise or trade in debentures, although no registration was required if the debentures had been sold to persons qualified as "sophisticated purchasers" and the other requirements contained in section 117(b) of the Old Regulation (now section 128(b) of the Rules) had been complied with;
(j)		by way of an agreement dated January 1, 1994, between Gibbins and VAM, VAM agreed to utilize its best efforts to market the debentures to sophisticated purchasers in accordance with the provisions of the Act and the Old Regulation. In consideration for its services, VAM was to receive a $50,000 consulting fee, a 10% sales commission of $350,000 and 40% of the future profit of the Project based on sales of the duplexes.  No profit was made from the Project and no monies were paid to VAM other than the $400,000 referred to above;
(k)		by agreement in writing dated the 5th day of January 1993, VAM hired and paid a consultant to provide services to analyze investment opportunities.  VAM asserts that these services included performing due diligence with respect to the Project and reporting any potential problems with the Project to the management of VAM;
(l)		VAM misrepresented the Project to its clients as being a "low risk, conservative investment". VAM states that the consultant advised VAM that the Project was a "low risk, conservative investment" and that VAM relied on the consultant to correctly assess and state the risk associated with the Project;
(m)		VAM failed to ensure that all Debentureholders were sophisticated purchasers and failed to ensure that an Offering Memorandum in the required form was delivered to all Debentureholders.  As a result, VAM breached sections 20 and 42 of the Old Act (now sections 34 and 61 of the Act) by distributing, or causing to be distributed, securities without registration and without a prospectus;
(n)		VAM failed to ensure that the investment in Gibbins was suitable for each of their clients contrary to section 43 of the Old Regulation (now section 48 of the Rules), and also failed to ensure the debentures were sold to only sophisticated purchasers.  VAM failed to adequately supervise its sales representatives;
(o)		VAM represented to the Debentureholders that VAM had performed adequate due diligence in relation to the Project when, in fact, VAM had not done so.  VAM states that this failure was directly attributable to the failure of the consultant referred to in paragraphs (k) and (l) above;

(p)

as a result of the Errors, the exemption to the prospectus requirement contained in section 117(b) of the Old Regulation (now section 128(b) of the Rules) was not available to qualify the distributions of the debentures and therefore VAM breached sections 20 and 42 of the Old Act (now sections 34 and 61 of the Act) by causing securities to be distributed without registration and without a prospectus;

(q)		Jones was responsible for the supervision of the opening of client accounts and supervising trades made for, or to, each client of VAM pursuant to section 42 of the Old Regulation (now section 47 of the Rules);
(r)		Jones failed to adequately supervise the trades being made by the salespersons of VAM, and as a result, failed to properly exercise his duties as trading partner/officer/director of VAM;
(s)		Jones and VAM assert that they did not intend to cause any loss or harm to occur to any client or investor; and

Present status of VAM

(t)

following the events described above, both the ownership and management of VAM have completely changed.  Jones has ceased to be the trading partner/officer/director of VAM.

2.

VAM and Jones consent to an order by the Executive Director (the "Order") that:

(a)

under section 161(1)(f) of the Act, that the registration of Jones be restricted such that he cannot act as a trading partner, officer or director of a registered dealer, or act in any capacity as a supervisor of registrants for a period ending on the later of:

(i)		the date Jones satisfies his obligation described in paragraph 3, below, including any accrued interest; and
(ii)		ten years from the date of the Order.

3.

VAM and Jones undertake to pay the Commission the sum of $60,000 in accordance with the following payment schedule:

(a)		$5,000 on or before September 4, 1997; and
(b)		$55,000 on or before September 3, 1998 in accordance with the terms of the promissory note executed by VAM and Jones in favour of the Commission.

4.		Jones has filed an affidavit with the staff of the Commission outlining his current financial status.  If the Commission subsequently determines that the affidavit is materially inaccurate, Jones acknowledges that the entire balance of unpaid sums referred to in paragraph 3 above will become due and payable forthwith.
5.		VAM and Jones waive any right they 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.

C. S. Plumpton           )
Witness Signature        )
)
Colin Plumpton           )
Witness Name             )
)
4680 Bates Road, Nanaimo )		Simon Granville Lyn Jones
Address                   )
Courier Driver           )
Occupation

N. Bent_______________________	)
Witness Signature	)
	)
Noreen Bent	) Victoria Asset Management
	Group Inc.
Witness Name	)
	)
c/o 1201 - 750 W. Pender St	)
Address	) Per: ______________________
	) Authorized Signatory
Lawyer	)
Occupation