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

1.		pursuant to section 144(1)(c) of the Securities Act, S.B.C. 1985, chapter 83 (the "Act"), the exemptions described in sections 30 to 32, 55, 58, 80 and 81 of the Act do not apply to Spitz for a period of five years; and
2.		pursuant to section 144 (1)(d) of the Act, SpitZ is prohibited from becoming or acting as a director or officer of any reporting issuer for a period of eight years.

1.		As the basis for orders pursuant to section 144 of the Securities Act, S.B.C. 1985, c. 83, (the "Act"), Spitz acknowledges the following:
(a)		Metaxa Resources Ltd.  ("Metaxa") 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, posted and called for trading on the Vancouver Stock Exchange (the "Exchange") on May 29, 1989;
(b)		trading in the shares of Metaxa was halted by the Exchange on July 21, 1989 and Metaxa was de-listed on March 1, 1991;

(c)		Francis David Balfour ("Balfour") was the control person, undisclosed promoter, and exercised the powers and performed the functions of a director of Metaxa;
(d)		Spitz was a director of Metaxa as a nominee for Balfour;
(e)		by a prospectus dated February 6, 1989 and amended February 27, 1989 (the "Metaxa Prospectus") Metaxa offered 600,000 shares to the public at 40 cents per share;
(f)		on February 27, 1989, Spitz signed certificates declaring that the Metaxa Prospectus constituted full, true and plain disclosure of all material facts relating to the securities offered;
(g)		on May 26, 1989, Spitz signed a declaration (the "Metaxa Declaration") that no material changes had taken place to the business, affairs or status of Metaxa since the date of the Metaxa Prospectus;
(h)		Spitz knew that Balfour's role as promoter and 'de facto' director of Metaxa was undisclosed in the Metaxa Prospectus and the Metaxa Declaration;
(i)		Balfour induced Spitz to sign blank Metaxa cheques which were subsequently drawn on Metaxa's bank account by Balfour, or upon Balfour' s instructions. The payments made (the "Payments") were for purposes which did not benefit Metaxa;
(j)		Spitz, in exercising the powers and in performing the functions of a director of Metaxa failed to exercise the care, diligence and skill of a reasonably prudent person in conducting the affairs of Metaxa.

2.  Spitz consents to orders of the Superintendent that:

(a)		pursuant to 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 Spitz for a period of five years; and
(b)		pursuant to section 144 (1)(d) of the Act, Spitz is prohibited from becoming or acting as a director or officer of any reporting issuer for a period of eight years.
3.		Spitz agrees to successfully complete a course of study satisfactory to the Superintendent concerning the duties and responsibilities of directors and officers prior to becoming or acting as a director, officer or promoter of any reporting issuer.
4.		Spitz agrees to pay the sum of $2,000 to the Minister of Finance and Corporate Relations.
5.		Spitz waives any right she 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.

_______________________	)
Witness Signature	)
	)	"Denise Spitz"
Martin Eady	)
1100 - 865 Hornby St.	)
Vancouver, B.C.	)