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

1.		under Section 144(1)(d)(ii) of the Act, Michie shall not act as a director or officer of any reporting issuer for a period of eighteen months comencing October 13, 1989 up to and including April 13, 1991;
2.		under Section 144(1)(c) of the Act the trading exemptions contained in Sections 30 to 32, 55, 58, 81 or 82 of the Act do not apply to Michie for a period of eighteen months commencing October 13, 1989 up to and including April 13, 1991;
3.		under Section 144(1)(d)(ii) of the Act, Williams shall not act as a director or officer of any reporting issuer for a period of five years commencing October 13, 1989 up to and including April 13, 1994; and
4.		under Section 144(1)(c) of the Act the trading exemptions contained in Sections 30 to 32, 55, 58, 81 or 82 of the Act do not apply to Williams for a period of five years commencing October 13, 1989 up to and including October 13, 1994.
5.		under section 154.2 of the Act A. Michie pay to the order of Her Majesty the Queen in Right of the Province of British Columbia, represented by the minister of Finance, within 30 days of the date of this order, the sum of $1,000 for costs of investigating this matter.

"A. MICHIE"
"REGAN WILLIAMS"

1.

As the basis for orders made pursuant to Section 144 of the Securities Act, S.B.C. 1985, c. 85, as amended (the "Act") withdrawing the statutory exemptions of the Respondents and prohibiting each of the Respondents from becoming or acting as a director or officer of any reporting issuer, the Respondents acknowledge the following facts as correct:

(a)		Bateaux Resources Inc. ("Bateaux") is a company incorporated in British Columbia under the Company Act, R.S.B.C. 1979, c. 59, as amended;
(b)		The shares of Bateaux are listed on the Vancouver Stock Exchange (the "Exchange");
(c)		A. Michie and R. Williams were directors of Bateaux at all material times;
(d)		Bateaux undertook a public offering of securities and issued a prospectus which had an effective date of April 26, 1988. The share offering raised $170,000 net to Bateaux; 400,000 common shares at $0.50 per share;
(e)		As disclosed in the Use of Proceeds section of the prospectus the company was to engage in mineral exploration and complete the Phase I work program. Expenditures for this initial phase were to be $60,000;
(f)		The quarterly report filed by Bateaux for the period ending August 20, 1988, shows that no funds were expended on the property. At the end of this period the company had only $39,931.03 on deposit with the bank, insufficient funds to initiate or complete the Phase I program;
(g)		Bateaux disbursed a large portion of the prospectus proceeds to J.A.M. Investment Corporation ("J.A.M."). On May 9, 1988, Bateaux entered into a consulting agreement with J.A.M. Directors R. Williams and A. Michie signed this agreement on behalf of Bateaux. The agreement with J.A.M. was not approved by the Exchange;
(h)		The prospectus proceeds received by Bateaux were directed away from exploration to promotion. The fact that any work was done on the property was the result of a flow-through private placement;
(i)		Bateaux failed to disclose a material contract, the J.A.M. contract, in a timely manner. Bateaux failed to file this contract with the Exchange for approval;

2.		The respondents waive their right to a hearing and review by the British Columbia securities Commission pursuant to Section 147 of the Act with respect to the Order.
3.		A. Michie hereby agrees to pay to the order of Her Majesty the Queen in Right of the Province of British Columbia represented by the Minister of Finance the sum of $1,000 for costs of investigating this matter.

"A. MICHIE"
REGAN WILLIAMS"
W. NESMITH
Superintendent of Brokers