Company Act, R.S.B.C. 1979, c. 59.
	Securities Act, S.B.C. 1985, c. 83, ss. 30, 31, 32, 33, 34, 35, 55, 58, 80, 81, 144(1)(c), 144(1)(d).

   1.  As the basis for the orders and undertaking referred to in this agreement, Simpson acknowledges the following facts as correct:

(a)		Aatra Resources Ltd. ("Aatra") (formerly Mt. Graves Resources Inc., formerly Roymais Enterprises Corporation) is a reporting issuer incorporated in British Columbia under the Company Act. R.S.B.C. 1979, c. 59, whose common shares were listed on the Vancouver Stock Exchange on August 16, 1989;
(b)		pursuant  to  an agreement  (the  "Reorganization Agreement")  dated  June 16, 1989, Aatra was substantially reorganized.  Under  the Reorganization Agreement Simpson was appointed as a director of Aatra;
(c)		Simpson was not involved in any manner in the negotiations that determined the terms of the Reorganization Agreement;
(d)		Aatra filed a prospectus (the "Prospectus") dated August 10, 1989, with the British Columbia Securities Commission (the "Commission").  Simpson, as a director of Aatra, signed the certificate (the "Certificate") contained in the Prospectus;
(e)		the Certificate, in respect of the Prospectus, declared the following:

"The foregoing constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by the Securities Act and its regulations.";

(f)		at the time he signed the Certificate, Simpson was aware that Victor Joseph Meunier ("Meunier") was a promoter of Aatra as defined in the Securities Act, S.B.C. 1985, c. 83 (the "Act") and that Meunier was also performing the functions of a director of Aatra;
(g)		Simpson knew that the Prospectus failed to disclose Meunier's role in the affairs of Aatra;
(h)		the Prospectus represented that Simpson was the beneficial owner of 117,500 Aatra seed shares pursuant to the Reorganization Agreement.  Simpson did not intend to take possession of these shares and was in fact a nominee of Meunier, who paid for and took possession of the shares;
(i)		the Prospectus represented that Simpson was the beneficial owner of an option to purchase 108,650 Aatra shares at a price of $0.35 per share. Simpson did not intend to take possession of these options and was in fact a nominee of Meunier, who paid for the exercise of the options and took possession of the shares;
(j)		Simpson arranged for client accounts (the "Nominee Accounts") to be set up at Continental Securities in the names of himself, April Simpson, (his wife) and Donald Simpson (his son);
(k)		Simpson arranged for the Nominee Accounts to purchase a total of 40,000 shares from the Aatra Initial Public Offering (the"IPO") with funds obtained from Meunier.  Simpson arranged for all the shares to be delivered from the Nominee Accounts to Meunier following the IPO with the exception of 5000 shares which Simpson retained and sold to his own benefit; and
(l)		Simpson did not file accurate or timely Insider Reports with the Commission regarding his acquisition and disposition of Aatra shares during the months of August, September, October, November and December of 1989.

   3.  Simpson acknowledges that the representation in the Prospectus that he was the beneficial owner of 117,500 Aatra seed shares was false and had the effect of concealing the fact that Meunier was the true beneficial owner of the shares.

   4.  Simpson acknowledges that the representation in the Prospectus that he was the beneficial owner of the options to purchase 108,650 Aatra shares was false and had the effect of concealing the fact that Meunier was the true beneficial owner of the options.

   5.  Simpson acknowledges that, as a director of Aatra, he acted primarily as a nominee for Meunier and failed to properly fulfil his duties and obligations on behalf of the company.

   6.  Simpson consents to an order under section 144(l)(c) of the Act that the exemptions described in sections 30 to 32, 55, 58, 80 and 81 of the Act do not apply to him for a period of ten years from date of this agreement.

   7.  Simpson consents to an order under section 144(l)(d) of the Act that he be prohibited from becoming or acting as a director or officer of any reporting issuer for a period of ten years from the date of this agreement.

   8.  Simpson consents to an order under section 144(l)(d) of the Act that he be prohibited from becoming or acting as a director or officer of any issuer that provides management and administrative, promotional or consulting services to a reporting issuer for a period of ten years from the date of this agreement.

   9.  Simpson agrees to pay the sum of $10,000 to the Minister of Finance and Corporate Relations of the Province of British Columbia   [QL:  as reported by BCSC]