NOW THEREFORE the Superintendent, considering that it would be in the public interest to do so, orders, BY CONSENT, that, pursuant to section 144(1)(a) of the Securities Act, S.B.C. 1985, c. 83 (the "Act"), Wiercinski comply with the provisions of the Act and of the Securities Regulation, B.C. Reg. 270/86, and in particular those relating to control person resale restrictions and reporting requirements.

W.D. NESMITH
Superintendent of Brokers

1.		Red Fox Minerals Ltd. ("Red Fox") is a reporting issuer incorporated in British Columbia under the Company Act, R.S.B.C. 1979, c. 59, and its common shares are listed on the Vancouver Stock Exchange;
2.		Wiercinski is a resident of Wadgassen, Germany;
3.		Wiercinski acknowledges that on or about September 10, 1991, she participated, with 12 other German investors (collectively, the "German Investors"), in the acquisition of 1,798,990 shares of Red Fox's 2,273,000 issued and outstanding shares (the "Control Shares") resulting in a change of control of Red Fox to the German Investors (the "Change of Control");
4.		Wiercinski acknowledges that on or about September 10, 1991, the German Investors entered into a further agreement, subject to regulatory approval, to acquire in equal portions certain shares which were to be issued with respect to certain indebtedness of Red Fox (the "Debt Shares");
5.		Wiercinski acknowledges that on or about September 18, 1991, certain of the German Investors made arrangements to purchase, in equal portions, 200,000 shares of Red Fox which were to be issued on that date to two drilling companies in return for interests in certain oil and gas properties (the "Property Shares");
6.		Wiercinski acknowledges that Norbert Bozon ("Bozon") acted as an adviser to the German Investors to complete the purchases of the Control Shares, the Debt Shares, and the Property Shares (collectively, the "Share Purchases");
7.		Wiercinski acknowledges that, by virtue of the manner in which the Share Purchases described above were structured and effected by the German Investors, she and the other German Investors acted jointly and in concert for the purposes of Part 11 of the Securities Act S.B.C. 1985, c. 83 (the "Act") and for the purposes of the control person provisions of the Act;
8.		Wiercinski acknowledges that the Change of Control and the Share Purchases required disclosure pursuant to section 93(1) of the Act and that she failed to comply with that requirement;
9.		Wiercinski acknowledges that subsequent to the Share Purchases she, as a control person, distributed certain Red Fox shares which she acquired while a control person, without a prospectus or an available prospectus exemption (the "Dispositions");
10.		Wiercinski represents that the violations set out in paragraphs 8 and 9 were inadvertent and that she and the other German Investors relied upon the advice of Canadian legal counsel for Red Fox in respect of all securities matters relating to the Change of Control and the manner in which the Share Purchases were structured and effected by the German Investors, and with respect to all notice requirements under the Act;
11.		Wiercinski consents to an order by the Superintendent under section 144(1)(a) of the Act that she will comply with the provisions of the Act and the Securities Regulation, S.B.C. Reg 270/86, with respect to dispositions of securities as a control person;
12.		Wiercinski hereby consents and undertakes to pay to the Minister of Finance and Corporate Relations the sum of $2,500; and
13.		Wiercinski waives any right she 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 any related orders.

Witness:

N. BOZON  )  STEPHANIE WIERCINSKI

W.D. NESMITH
Superintendent of Brokers