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

1.		that pursuant to section 144(1)(c) of the Securities Act S.B.C. 1985, c. 83 (the "Act") the trading exemptions contained in Sections 30 to 32, 55, 58, 80 and 81 of the Act do not apply to Main for a period of 10 years from the date of these orders;
2.		that pursuant to section 144(1)(d) of the Act, Main is prohibited from becoming or acting as a director or officer of any reporting issuer, or of any issuer that provides management, administrative, promotional or consulting services, other than solely engineering and geological services, to a reporting issuer, for a period of 10 years from the date of these orders.

1.

As the basis for the orders of the Superintendent under section 144(1)(c) and 144(1)(d) of the Securities Act, S.B.C. 1985, c. 83 (the "Act") described in paragraph 2 of this agreement, Main acknowledges the following facts as correct:

(a)		Rinsey Mines Ltd. ("Rinsey") is a reporting issuer incorporated in British Columbia under the Company Act, R.S.B.C. 1979, c. 59 (the "Company Act") and its common shares were listed for trading on the Vancouver Stock Exchange (the "Exchange") on July 16, 1990;
(b)		The Exchange suspended trading in Rinsey's shares on June 18, 1991 pending clarification of certain share issuances;
(c)		at all times material to this agreement, Main was a director and senior officer of Rinsey and from January 1, 1991 was the person primarily responsible for managing the day to day operations of Rinsey;
(d)		subsequent to the initial public offering of Rinsey shares in July, 1990, the directors of Rinsey, including Main, failed to cause Rinsey to make timely public disclosure concerning

(i)		the fact that the property work programs disclosed in its prospectus dated May 29, 1990 (the "Prospectus") were not completed as planned, and
(ii)		the fact that the funds allocated to the property work programs were expended on access road repair work and for reimbursement of expenses incurred by Main on behalf of Rinsey,

contrary to section 67 of the Act, the Exchange Listing Agreement and the rules and policies of the Exchange;

(e)

during the period from September 11, 1990 to April 9, 1991, the directors of Rinsey, including Main, caused Rinsey to issue a total of 700,000 shares (the "Shares") for seven property acquisitions in respect of which:

(i)		prior Exchange approval was required under Exchange Listing Policy 9, but not obtained, for the issuance of 500,000 of the Shares;
(ii)		a further 100,000 of the Shares were issued without the required notice to the Exchange; and
(iii)		300,000 of the Shares were issued at times and under circumstances in which the information available to Rinsey was inadequate to establish whether Rinsey was receiving title to the properties for which the Shares were issued;

(f)		the directors of Rinsey, including Main, failed to cause Rinsey to file Forms 20 as required under section 132 of the Securities Regulation, B.C. Reg. 270/86 with respect to the distributions of the Shares;
(g)		the directors of Rinsey, including Main, failed to cause Rinsey to provide adequate and timely public disclosure with respect to three property acquisitions involving the issuance of 200,000 shares of Rinsey, contrary to section 67 of the Act, the Exchange Listing Agreement and the policies of the Exchange;
(h)		during the period from March 1, 1991, to June 11, 1991:

(i)		a total of 1,136,000 shares of Rinsey were traded through the facilities of the Exchange of which 490,500 shares, or 43.17%, were sold and 485,000 shares, or 42.69%, were bought through 10 accounts owned by or under the direction of Main (the "Accounts");
(ii)		approximately 21.6% of the shares of Rinsey traded through the facilities of the Exchange by the Accounts involved no change in beneficial ownership, direction or control of those shares (the "Trades"); and
(iii)		the Trades had no economic purpose other than to delay payment of trading account debits in the Accounts;

with the result that the Trades created a misleading appearance of trading activity in Rinsey shares, contrary to section 41.1 of the Act; and

(i)

during the period from September, 1990 to June, 1991, Main traded in the shares of Rinsey with knowledge of material facts and material changes with respect to Rinsey which he knew, or ought to have known, had not been generally disclosed, contrary to section 68 of the Act.

2.

The Superintendent acknowledges that Main has:

(a)		cooperated with the staff of the Commission in bringing the matters herein to their attention and in providing evidence and information during the investigation; and
(b)		in connection with the matters referred to in paragraph 1.(e) of this agreement, arranged for 600,000 shares of Rinsey to be submitted to Rinsey for cancellation.

3.

Main consents to orders of the Superintendent:

(a)		under section 144(1)(c) of the Act, that the exemptions described in sections 30 to 32, 55, 58, 80 and 81 do not apply to Main for a period of 10 years; and
(b)		under section 144(1)(d) of the Act, that Main be prohibited from becoming or acting as a director or officer of any reporting issuer or of any issuer that provides management, administrative, promotional or consulting services, other than solely engineering and geological services, to a reporting issuer, for a period of 10 years.

4.		Main agrees to pay to the Minister of Finance and Corporate Relations the sum of $5,000.
5.		Main 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 the related orders.

Witness:

	NORMAN F. EINARSSON	}
	306-1530 W. 8 Ave.	}	CHARLES ALEXANDER MAIN
	Vancouver, B.C.	}