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

1.		that pursuant to 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 Kotler for a period of ten (10) years from the date of these orders; and
2.		that pursuant to section 144(1)(d) of the Act, Kotler is prohibited from becoming or acting as a director or officer of any issuer for a period of ten (10) years from the date of these orders.

1.

As the basis for orders made pursuant to section 144 of the Securities Act, S.B.C. 1985, c. 83 (the "Act"), withdrawing the statutory exemptions of Kotler and prohibiting him from becoming or acting as a director or officer of any issuer, Kotler acknowledges the following facts as correct:

(a)		Kotler was the president and a director of Levi Developments Inc. ("Levi") from December 19, 1989 to September 14, 1990, and during that time was the president and a director of Vitex Metal Manufacturing Inc. ("Vitex"), a private company controlled by Kotler;
(b)		Levi is a reporting issuer incorporated in British Columbia and its shares were reinstated for trading on the Vancouver Stock Exchange on February 15, 1990 after being suspended from trading in January, 1989;
(c)		prior to February 15, 1990 Levi underwent a reorganization which included the acquisition from Kotler and Vitex of the rights to manufacture, market and distribute Vitex products in the United States (the "Assets");
(d)		as consideration for the Assets, Levi issued 1,903,846 common shares registered in the name of Kotler, 865,385 common shares registered in the name of Evelyn Gelfond ("Gelfond") and 865,385 common shares registered in the name of Philippe Boisson ("Boisson");
(e)		neither Gelfond nor Boisson beneficially owned any of the shares issued to them, all of which were beneficially owned by Kotler;
(f)		a Filing Statement submitted to the Exchange by Kotler, on behalf of Levi, prior to the reinstatement of Levi shares for trading misrepresented the nature of Kotler's, Boisson's and Gelfond's ownership of Levi shares;
(g)		as at February 15, 1990 Kotler was a control person and insider of Levi as defined by the Act;
(h)		during the period from February 15, 1990 to December 31, 1990 (the "Material Time") Kotler distributed 911,540 Levi shares (the "Distribution"), including 276,924 shares registered in the names of Gelfond and Boisson for which Kotler directly or indirectly received the benefit;
(i)		the Distribution by Kotler, as a control person, was completed without a prospectus or prospectus exemption, contrary to section 42 of the Act;
(j)		during the Material Time Kotler disclosed only the sale of 375,500 Levi shares on his insider reports and thus failed to file accurate or timely reports disclosing his trades in Levi shares as required by the Act;
(k)		Kotler, as a result of his personal relationship with Gelfond, induced Gelfond to sign insider reports which Kotler filed with the British Columbia Securities Commission.  These insider reports misrepresented the nature of Gelfond's ownership of Levi shares;
(l)		on June 18, 1992 Kotler pled [sic] guilty to one count of fraud contrary to section 380 of the Criminal Code in connection with cheques written against an existing line of credit granted to Vitex by the Canadian Imperial Bank of Commerce and received a suspended sentence, two years probation and was ordered to perform 200 hours of community service;

2.

Kotler consents to orders of the Superintendent that:

(a)		the exemptions described in sections 30 to 32, 55, 58, 80 and 81 of the Act do not apply to Kotler for a period of ten (10) years; and
(b)		Kotler is prohibited from becoming or acting as a director or officer of any issuer in British Columbia for a period of ten (10) years.

3.		Kotler agrees to pay to the Minister of Finance and Corporate Relations the sum of $10,500.00.
4.		Kotler 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.

PAUL STERN	GORDON SAUL KOTLER
Witness

W.D. NESMITH
Superintendent of Brokers