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

1.		under Section 144(1)(d)(ii) of the Act, C. Whiting shall not act as a director or officer of any reporting issuer other than White Knight Resources Ltd. for a period of two years commencing December 20, 1989 up to and including December 20, 1991;
2.		under Section 144(1)(d)(ii) of the Act, F. Whiting shall not act as a director or officer of any reporting issuer other than Orion Resources Ltd. and White Knight Resources Ltd. for a period of three years commencing December 20, 1989 up to and including December 20, 1992;
3.		under Section 144(1)(c) of the Act the trading exemptions contained in Sections 30 to 32, 55, 58, 81 or 82 of the Act do not apply to D. Williams for a period of eighteen months commencing October 13, 1989 up to and including April 13, 1991;
4.		under Section 144(1)(d)(ii) of the Act, D. Williams shall not act as a director or officer of any reporting issuer for a period of eighteen months commencing October 13, 1989 up to and including April 13, 1991;
5.		under section 144(1)(c) of the Act the trading exemptions contained in Sections 30 to 32, 55, 58, 81 or 82 of the Act do not apply to R. Williams for a period of five years commencing October 13, 1989 up to and including October 13, 1994; and
6.		under Section 144(1)(d)(ii) of the Act R. Williams shall not act as a director or officer of any reporting issuer for a period of five years commencing october 13, 1989 up to and including October 13, 1994.
7.		under Section 154.2 of the Act c. Whiting pay to the order of Her Majesty the Queen in Right of the Province of British Columbia, represented by the Minister of Finance, within 30 days of the date of this order, the sum of $500 for costs of investigating this matter;
8.		under Section 154.2 of the Act F. Whiting pay to the order of Her Majesty the Queen in Right of the Province of British Columbia, represented by the Minister of Finance, within 30 days of the date of this Order, the sum of $1,000 for costs of investigating this matter;
9.		under Section 154.2 of the Act R. Williams pay to the order of Her Majesty the Queen in Right of the Province of British Columbia, represented by the Minister of Finance, within 30 days of the date of this Order, the sum of $5,000 for costs of investigating this matter.

"CORA WHITING"
"F.B. WHITING"
"DEAN WILLIAMS"
"REGAN WILLIAMS"

1.

As the basis for orders made pursuant to Section 144 of the Securities Act, S.B.C. 1985, c. 85, as amended (the "Act") withdrawing the statutory exemptions of the Respondents and prohibiting each of the Respondents from becoming or acting as a director or officer of any reporting issuer, the Respondents acknowledge the following facts as correct:

(a)		Amanda Resources Ltd. ("Amanda") is a company incorporated in British Columbia under the Company Act, R.S.B.C. 1979, c. 59, as amended;
(b)		The shares of Amanda are listed on the Vancouver Stock Exchange (the "Exchange");
(c)		The Respondents were directors of Amanda at all material times;
(d)		Amanda undertook a public offering of securities and issued a prospectus which had an effective date of April 27, 1988. The share offering raised $210,000 net to Amanda; 600,000 common shares at $0.40 per share;
(e)		Disclosure immediately following the use of proceeds section of the prospectus reads as follows:

"The proceeds from the sale of shares offered by this prospectus are intended to be used for the purposes set forth above and in carrying out the above work program. The company will not discontinue or materially depart from the recommended work program unless advised to do so in writing by an independent or qualified consulting engineer.";

(f)		Amanda disbursed a large portion of the prospectus proceeds to J.A.M. Investment Corporation ("J.A.M."). On November 25, 1988 A and a entered into a consulting agreement with J.A.M.. Directors R. Williams and D. Williams signed this agreement on behalf of Amanda. The agreement with J.A.M. was not approved by the Exchange. J.A.M. invoiced Amanda for services prior to the November 25, 1988 agreement date;
(g)		Amanda also made payments to Trusthouse Foundation ("Trusthouse"). There is no written agreement between Amanda and Trusthouse;
(h)		Little work has been completed on Amanda's Trac Lake property. The prospectus proceeds have been directed from exploration to promotion. The Trac Lake property has not been subjected to any significant exploration program as per the prospectus.
(i)		Amanda failed to disclose a material contract, the J.A.M. contract, in a timely manner. Amanda failed to file this contract with the Exchange for approval;
(j)		C. Whiting mitigated her involvement by resigning as director of Amanda December 5, 1988.

2.		The respondents waive their right to a hearing and review by the British Columbia Securities Commission pursuant to Section 147 of the Act with respect to the Order.
3.		C. Whiting hereby agrees to pay to the order of Her Majesty the Queen in Right of the Province of British Columbia represented by the Minister of Finance the sum of $500 for costs of investigating this matter.
4.		F. Whiting and D. Williams hereby agree to each pay to the order of Her Majesty the Queen in Right of the Province of British Columbia represented by the Minister of Finance the sum of $1,000 for costs of investigating this matter.
5.		R. Williams hereby agrees to pay to the order of Her Majesty the Queen in Right of the Province of British Columbia represented by the Minister of Finance the sum of $5,000 for costs of investigating this matter.