NOW THEREFORE the Superintendent, considering that it would be in the public interest to do so, orders (the "Order"), BY CONSENT, that under section 144(1)(d) of the Securities Act, S.B.C. 1985, c. 83, Rieder be prohibited from becoming or acting as a director or officer of any reporting issuer until such time as:

1.		Rieder successfully completes a course of study satisfactory to the Superintendent regarding public companies and the duties and responsibilities of directors and officers of public companies;
2.		Rieder provides payment in full to the Minister of Finance for the Province of British Columbia of the amount set out in paragraph 3 of this agreement; and
3.		at least 2 years have elapsed from the date of the Order.

1.

As the basis for the order and undertakings in paragraphs 2 and 3 of this agreement, Rieder acknowledges the following facts as correct:

(a)		Simon Fraser Resources Ltd. is a reporting issuer incorporated in British Columbia under the Company Act, R.S.B.C. 1979, c. 59 whose common shares were listed on the Vancouver Stock Exchange from November 21, 1988 until March 4, 1992;
(b)		on April 22, 1991, the Superintendent ordered under section 146 of the Securities Act, S.B.C. 1985, c. 83 that all trading in the securities of Simon Fraser cease until Simon Fraser had filed adequate, complete and satisfactory information relating to certain of its financial statements. To date it has failed to do so and consequently the cease trade order remains in effect;
(c)		Rieder was a director of Simon Fraser from November 28, 1990 to February 17, 1992;
(d)		although Thachuk and Burgert purported to resign as directors of Simon Fraser at the request of the Exchange on October 29, 1990 and publicly disclosed their resignations, they continued to act in the capacity of, and to perform the functions of, directors of Simon Fraser from October 29, 1990 to June, 1991;
(e)		during the time that Rieder was a director of Simon Fraser, Simon Fraser paid both Sunshine Management, a sole proprietorship of George McNeilly and certain of its employees, directors, and officers for the provision of management, administrative and secretarial services in excess of compensation limits set by the Exchange;
(f)		during the time that Rieder was a director of Simon Fraser, Simon Fraser failed to disclose material facts and changes in its affairs relating to its directors and officers, financial status, working capital deficiency, private placements, proposed business arrangement with Fibertech Specialty Chemicals Corporation (a private company controlled by Karl Burgert, Mark Burgert and Jeff Thachuk) and title to its mineral claims;
(g)		during the time that Rieder was a director of Simon Fraser, Simon Fraser made several non arms-length payments:

(i)		for some of which no invoices were submitted to Simon Fraser;
(ii)		which were not disclosed;
(iii)		which were not authorized by the board of directors of Simon Fraser; and
(iv)		which were made without the prior approval of the Exchange; and

(h)		during the time that Rieder was a director of Simon Fraser, its directors and officers caused Simon Fraser to issue shares to certain directors, officers and employees upon the exercise of incentive stock options for which full payment was not received by Simon Fraser; and
(i)		Rieder, by failing to actively involve himself in the affairs of Simon Fraser during the time that he was a director, failed to fulfill his duties as a director and officer to supervise the management of Simon Fraser.

2.

Rieder consents to an order (the "Order") by the Superintendent that under section 144(1)(d) of the Act, Rieder be prohibited from becoming or acting as a director or officer of any reporting issuer until such time as:

(a)		Rieder successfully completes a course of study satisfactory to the Superintendent regarding public companies and the duties and responsibilities of directors and officers of public companies;
(b)		Rieder provides payment in full to the Minister of Finance for the Province of British Columbia of the amount set out in paragraph 3 of this agreement; and
(c)		at least 2 years have elapsed from the date of the Order.

3.		Rieder consents and undertakes to pay to the Minister of Finance and Corporate Relations for the Province of British Columbia the sum of  $3,000.
4.		Rieder 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 or the related Orders.

Linda Newell               )
Witness Name(Please print))
)
British Columbia           )
Securities Commission     )
Address                     )		Hans Albert Rieder
Investigator              )
Occupation                 )