NOW THEREFORE the Superintendent, 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, that the exemptions described in sections 30 to 32, 55, 58, 80 and 81 of the Act do not apply to Ross for a period of 3 years from November 6, 1992 and expiring at the end of November 6, 1995; and
2.		under section 144(1)(d) of the Act that Ross is prohibited from becoming or acting as a director or officer of any reporting issuer for a period of 3 years from November 6, 1992 and expiring at the end of November 6, 1995.

QL Update:

950313

1.

As the basis for the orders under section 144(1)(c) and 144(1)(d) of the Securities Act, S.B.C. 1985, c. 83 (the "Act") described in paragraphs 3 and 4 of this agreement, and the undertaking described in paragraph 5 of this agreement, Ross acknowledges, for the purposes of proceedings before the British Columbia Securities Commission only, the following facts as correct:

(a)		World Tec Industries Inc. is a reporting issuer formed by amalgamation on June 30, 1987 under the Company Act, R.S.B.C. 1979, c. 59, the common shares of which have been listed for trading on the Vancouver Stock Exchange since July 28, 1988;
(b)		between May, 1989 and October, 1992 (the "Relevant Period") Ross was a director, the president and a control person of World Tec;
(c)		Ross filed with the Commission insider reports for the Relevant Period disclosing that he had sold, in total, more than 8 million common shares in World Tec;
(d)		as a control person, Ross' sales of shares in World Tec were distributions under the Act and subject to the prospectus requirements of section 42;
(e)		the majority of the shares in World Tec distributed by Ross during the Relevant Period were sold without a prospectus or an exemption from the prospectus requirements, contrary to section 42 of the Act. For some of the shares distributed, Ross may have had access to an exemption but he failed to comply with the terms of the exemption; and
(f)		in certain months during the Relevant Period, distributions by Ross accounted for more than 50% of the total number of World Tec shares sold through the facilities of the Vancouver Stock Exchange.

2.		On November 6, 1992, based on information concerning distributions made by Ross contrary to section 42 of the Act, the Superintendent issued temporary orders against Ross under section 144 of the Act, denying Ross access to statutory exemptions and prohibiting Ross from becoming or acting as a director or officer of any reporting issuer.
3.		Ross consents to an order by the Superintendent under section 144(1)(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 Ross for a period of 3 years from the date of the temporary orders and expiring at the end of November 6, 1995.
4.		Ross consents to an order by the Superintendent under section 144(1)(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 3 years from the date of the temporary orders and expiring at the end of November 6, 1995.
5.		Ross agrees and undertakes to pay to the Minister of Finance and Corporate Relations of British Columbia the sum of $5,000 upon execution of this agreement by Ross.
6.		Ross 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.

Alan G. Partridge	)
Witness	)
	)
11170 Prospect Drive	)	Nicholas Michael Ross

Delta B.C.	)
Address	)