Form 20A - Acknowledgement and undertaking [F - Rescinded]

This is the form required under section 128 of the Securities Regulation or, where required, under an order issued under section 59 of the Securities Act.

FORM 20A

Securities Act

Acknowledgement and Undertaking

1. The undersigned, ___________________________________ (the "Purchaser"),
   
   [Name of the Purchaser]
   
   purchased from ___________________________________ (the "Issuer")
   
   [Name of the Issuer]
   
   ___________________________________ (the "Securities")
   
   [Number and description of securities]
   
   of the Issuer on ___________________________________.
   
   [Date of distribution]
   
   
2. The Purchaser acknowledges that he is the beneficial owner of the Securities.
   
   
3. If the Securities were issued to the Purchaser under section 117(a) of the Securities Regulation, B.C. Reg. 270/86 (the "Regulation"), by circling (a), (b) or (c) and underlining the applicable relationship, the Purchaser acknowledges that:
   
   (a) the Purchaser is by virtue of his net worth and investment experience or his consultation with or advice from a person who is not an insider of the Issuer, but who is a registered adviser or a registered dealer, is able to evaluate the prospective investment on the basis of information respecting the investment provided by the Issuer;
   
   (b) the Purchaser is a spouse, parent, brother, sister or child of a senior officer or director of the Issuer, or of an affiliate of the Issuer; or
   
   (c) the Purchaser is a company, all the voting securities of which are beneficially owned by one or more of a spouse, parent, brother, sister or child of a senior officer or director of the Issuer, or of an affiliate of the Issuer.
   
   
4. If the securities were issued to the Purchaser under section 117(b) of the Regulation, the Purchaser, by circling this item 4, acknowledges that by virtue of his net worth and investment experience or his consultation with or advice from a person who is not an insider of the Issuer, but who is a registered adviser or a registered dealer, he is able to evaluate the prospective investment on the basis of information respecting the investment provided by the Issuer.
   
   
5. If the Securities were issued to the Purchaser under section 117(i) of the Regulation, by circling (a) or (b) and underlining the applicable relationship, the Purchaser acknowledges that:
   
   (a) the Purchaser is a spouse, parent, brother, sister, child or a close personal friend of a senior officer or director of the Issuer, or of an affiliate of the Issuer; or
   
   (b) the Purchaser is a company, all of the voting securities of which are beneficially owned by one or more of a spouse, parent, brother, sister, child or close personal friend of a senior officer or director of the Issuer, or of an affiliate of the Issuer.
   
   
6. The Purchaser further acknowledges that as a result of the Securities being distributed under an exemption from the requirements of Section 42 of the Securities Act, S.B.C. 1985, c. 83 (the "Act"):
   
   (a) the Purchaser is restricted from using most of the civil remedies available under the Act and the Regulation; and
   
   (b) the Purchaser may not receive information that would otherwise be required to be provided to the Purchaser under the Act and the Regulation.
   
   
7. If the Purchaser is a company, each of the undersigned shareholders of the Purchaser, being all the shareholders of the Company (the "Undersigned Shareholders"), undertakes not to effect a transfer of beneficial ownership of any shares of the Purchaser, except to an Undersigned Shareholder or to the Purchaser, and not to permit the Purchaser to issue additional shares of the Purchaser, except to an Undersigned Shareholder, for 12 months from the following date [circle appropriate provision]:
   
   (a) if the Issuer is not an exchange issuer, from the later of the date of the issue of the Securities and the date the Issuer became a reporting issuer; or
   
   (b) if the Issuer is an exchange issuer, from the earlier of the date of the issue of the Securities and the date a written agreement committing the Purchaser to acquire the Securities, subject only to any required regulatory approval, has been executed by all parties to the agreement.

The undersigned hereby certifies that the statements made in this report are true and correct.

DATED at ________________________ this _______________ day of _______________, 19___ .

___________________________________

Signature of the Purchaser or, if the
Purchaser is a company, signature
of authorized signatory

___________________________________

___________________________________

Name of Purchaser, or if the Purchaser
is a company, name and office of
authorized signatory

___________________________________

Address of the Purchaser

IT IS AN OFFENCE FOR A PERSON TO MAKE A STATEMENT IN A DOCUMENT REQUIRED TO BE FILED OR FURNISHED UNDER THE SECURITIES ACT THAT, AT THE TIME AND IN THE LIGHT OF CIRCUMSTANCES UNDER WHICH IT IS MADE, IS A MISREPRESENTATION.

If the Undertaking in item 7 is applicable, the signatures of all shareholders of the Purchaser are required:

Relationship, if any, of shareholder to
enior officer or director of the Issuer
or affiliate of the Issuer 

Signature

____________________________ __________________________

Name

Signature

____________________________ _____________________________

Name

Signature

Name

INSTRUCTIONS:

File this report with the required fee and completed Fee Checklist. In order to determine the fee payable, consult section 183 of the Regulation. Cheques should be made payable to the "Minister of Finance".

September 1, 1988