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

1.		under section 144(1)(c) of the Securities Act, S.B.C. 1985, c. 83 (the "Act") the exemptions described in sections 30 to 32, 55, 58, 80 and 81 of the Act do not apply to Hoffman for a period of 2 years from the date of this order; and
2.		under section 144(1)(d) of the Act that Hoffman be prohibited from becoming or acting as a director or officer of any British Columbia reporting issuer other than Alpha Pro Tech, Ltd. until such time as:

a)		Hoffman has successfully completed a course of study satisfactory to the Superintendent concerning the duties of directors and officers of reporting issuers;
b)		Hoffman has made full payment of the amount set out in paragraph three of the Agreement; and
c)		the Superintendent consents to Hoffman acting in the capacity of a director or officer of a reporting issuer.

* * * * *

The following agreement has been reached between Sheldon Hoffman ("Hoffman") and the Superintendent of Brokers (the "Superintendent").

1.

As the basis for the orders referred to in paragraph two and the undertakings in paragraph three of this agreement, Hoffman acknowledges the following facts as correct:

(a)		Alpha Pro Tech, Ltd. (formerly BFD Industries Inc.) 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 (the "Exchange") from September 1983 to July 1993;
(b)		at all material times, Hoffman was a director and the Chief Executive Officer of Alpha Pro Tech;
(c)		Quanta Corporation ("Quanta") was, in the fall of 1991, a company, incorporated in Florida and controlled by Hal B. Katz and Rick A. Stephan;
(d)		in the fall of 1991, Alpha Pro Tech entered into a Promotional Services Contract (the "Quanta Contract") with Quanta wherein Quanta was to perform promotional services for Alpha Pro Tech;
(e)		the Quanta Contract contained certain stated objectives (the "Objectives") with respect to the attainment of specific share price and trading volume targets for Alpha Pro Techs shares which were contrary to the public interest and which may have had the effect of creating or resulting in a misleading appearance of trading activity in, or an artificial price for, the securities of Alpha Pro Tech;
(f)		in a news release dated October 21, 1991, Alpha Pro Tech disclosed the existence of the Quanta Contract but did not disclose details of the Objectives or other information surrounding the Quanta Contract;
(g)		on December 6, 1991 and April 24, 1992, Alpha Pro Tech distributed certain of its securities, including common shares with attached share purchase warrants, under two private placements (the "Distributions") and filed a Report of Exempt Distribution (the "Reports") for each, dated December 6, 1991 and April 28, 1992, respectively, and made the required filings (the "Placement Filings") with the Exchange;
(h)		Alpha Pro Tech subsequently advised the staff of the Commission and the public that:

i)		some of the securities from the Distributions were distributed by Alpha Pro Tech to purchasers, some of whom were insiders of Alpha Pro Tech, who were not fully disclosed as purchasers in the Reports and the Placement Filings;
ii)		the Reports and Placement Filings did not disclose the identities of certain of the purchasers under the Distributions or, in some cases, the exemption under which the Distributions were made by Alpha Pro Tech; and
iii)		portions of the Distributions were made without the benefit of a prospectus or prospectus exemption;

(i)		Hoffman signed and filed the Reports and Placement Filings on behalf of Alpha Pro Tech which he knew or ought to have known at the time and under the circumstances did not disclose the true identities of some of the purchasers under the Distributions;
(j)		as a result of the facts set out in paragraph 1(h), the Superintendent ordered on November 13, 1992 (the "November Order") that all trading cease in common shares of Alpha Pro Tech represented by the share certificates relating to the Distributions until such time as Alpha Pro Tech had filed with the Commission adequate, complete and satisfactory information with respect to the Distributions;
(k)		the November Order was revoked on February 23, 1993, after Alpha Pro Tech met certain conditions, including disclosure of the facts and circumstances of the Distributions, filing of additional information with respect to the Distributions, and provision of additional disclosure documents to each actual purchaser under the Distributions, together with an offer of rescission; and
(l)		Hoffman represents that he and Alpha Pro Tech obtained the advice of British Columbia legal counsel prior to execution of the Quanta Contract, execution and dissemination of the news release which disclosed the Quanta Contract, and in respect of the distribution of securities on December 6, 1991.

2.

Hoffman consents to an order (the "Order") by the Superintendent that:

(a)		under section 144(1)(c) of the Act, the exemptions described in sections 30 to 32, 55, 58, 80 and 81 of the Act do not apply to Hoffman for a period of 2 years from the date of the Order;
(b)		under section 144(1)(d) of the Act, Hoffman be prohibited from becoming or acting as a director or officer of any British Columbia reporting issuer other than Alpha Pro Tech until such time as:

(i)		Hoffman has successfully completed a course of study satisfactory to the Superintendent concerning the duties of directors and officers of reporting issuers;
(ii)		Hoffman has made full payment of the amount set out in paragraph three of this agreement; and
(iii)		the Superintendent consents to Hoffman acting in the capacity of a director or officer of a reporting issuer.

3.		Hoffman undertakes and agrees to pay to the British Columbia Securities Commission the sum of $40,000.
4.		Hoffman 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.

L. MacFarland	)
Witness	)
	)
17895 Warden Avenue	)
Address	)
	)
Accounts Payable	)	Sheldon Hoffman
Occupation	)