NOW THEREFORE the Executive Director, 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 exemptions described in sections 30 to 32, 55, 58, 80 and 81 of the Act do not apply to Middleton for a period of three years, except that Middleton may trade shares that he beneficially owns at the date of the Agreement subject to the following conditions:

(a)		that before any such trades take place, Middleton must deliver a sworn declaration to the Executive Director, listing all the securities he beneficially owns at the date of the Agreement;
(b)		that any such trades must take place within 180 days from the date of this Order through a registered dealer designated in writing by Middleton;
(c)		that before any such trades take place, Middleton must deliver to the registered dealer a copy of this Order and an irrevocable direction to pay to the British Columbia Securities Commission the first $20,000 of net proceeds from the trades; and
(d)		that, within 10 days of the end of each month in which trading occurs, Middleton files with the Executive Director a report in Form 36 disclosing his trades; and

2.

under section 144(1)(d) of the Act, Middleton is prohibited from becoming or acting as a director or officer of any reporting issuer:

(a)		until he has successfully completed a course of study satisfactory to the Executive Director concerning the duties and responsibilities of directors and officers; and
(b)		a period of three years has elapsed from the date of this Order.

1.

As the basis for the order and undertaking referred to in paragraphs 2 and 3 of this Agreement, Middleton acknowledges the following facts as being true:

(a)		Cross Lake Minerals Ltd. ("Cross Lake") is a reporting issuer, incorporated under the Company Act, R.S.B.C. 1979, c. 59 (the "Company Act") whose common shares have been listed on the Vancouver Stock Exchange (the "Exchange") since July, 1988;
(b)		Canadian Golden Dragon Resources Ltd. ("Golden Dragon"), formerly Golden Dragon Resources Ltd., is a reporting issuer incorporated under the Company Act whose common shares have been listed on the Exchange since February, 1988;
(c)		Middleton has been a director of Cross Lake since August, 1987 and has been a director of Golden Dragon since January, 1987;
(d)		Middleton was President, CEO and a director of Cross Lake and Golden Dragon during the months of May, June, July and August, 1991 (the "Material Period");
(e)		Westpoint Explorations Ltd. ("Westpoint") is a private company incorporated under the Company Act on April 28, 1986;
(f)		Middleton was President, a director and sole shareholder of Westpoint during the Material Period;
(g)		Middleton failed to report at least 46 trades of shares of Cross Lake that he owned personally or were owned by Westpoint, consisting of purchases of over 800,000 common shares and sales of over 790,000 common shares during the Material Period, contrary to section 70 of the Securities Act, S.B.C. 1985, c. 83;
(h)		Middleton failed to report at least 31 trades of shares of Golden Dragon that he owned personally or were owned by Westpoint, consisting of purchases of over 900,000 common shares and sales of over 1.2 million common shares during the Material Period, contrary to section 70 of the Act; and
(i)		Middleton, as a control person of Cross Lake, distributed over a million common shares of Cross Lake during the 90 day period from May 24, 1991 to August 22, 1991 without a prospectus or prospectus exemption, contrary to section 42 of the Act.

(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 Middleton for a period of three years, except that Middleton may trade shares that he beneficially owns at the date of the Agreement subject to the following conditions:

(i)		that before any such trades take place, Middleton must deliver a sworn declaration to the Executive Director, listing all the securities he beneficially owns at the date of the Agreement;
(ii)		that any such trades must take place within 180 days from the date of the Order through a registered dealer designated in writing by Middleton;
(iii)		that before any such trades take place, Middleton must deliver to the registered dealer a copy of the Order and an irrevocable direction to pay to the British Columbia Securities Commission the first $20,000 of net proceeds from the trades; and
(iv)		that, within 10 days of the end of each month in which trading occurs, Middleton files with the Executive Director a report in Form 36 disclosing his trades; and

(b)

under section 144(1)(d) of the Act, Middleton is prohibited from becoming or acting as a director or officer of any reporting issuer:

(i)		until he has successfully completed a course of study satisfactory to the Executive Director concerning the duties and responsibilities of directors and officers; and
(ii)		a period of three years has elapsed from the date of the Order.

3.		Middleton undertakes to pay to the British Columbia Securities Commission the sum of $20,000 within 180 days of the execution of this Agreement.
4.		Middleton waives any right he may have under the Act or otherwise to a hearing, hearing and review, judicial review or appeal related to or in connection with or incidental to this Agreement and the Order.

"H.R. Anderson"          )
Witness Signature        )
)
H. Roderick Anderson     )
Witness Name             )		"Robert Stuart Middleton"
Anderson & Galati        )
Barristers & Solicitors  )
607 - 808 Nelson Street  )
Vancouver, B.C.  V6Z 2H4 )
Address                   )