Securities Act, S.B.C. 1985, c. 83, as am., ss. 30, 31, 32, 55, 58, 81, 82, 145, 145.1.

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

1.		that pursuant to Section 145 of the Securities Act S.B.C. 1985, c. 83, as amended (the "Act") the trading exemptions contained in Section 30 to 32, 55, 58, 81 and 82 of the Act do not apply to Ogle for a period commencing on May 1, 1989 and ending on April 30, 2004; and
2.		that pursuant to Section 145.1 of the Act, Ogle is prohibited from becoming or acting as a director or officer of any reporting issuer for a period commencing on May 1, 1989 and ending on April 30, 2004.

		IN THE MATTER OF THE SECURITIES ACT,
		S.B.C. 1985, c. 83, AS AMENDED
		AND
		IN THE MATTER OF FLOYD LEELAND OGLE
		AGREED STATEMENT OF FACTS

1.

As the basis for orders made pursuant to sections 145 and 145.1 of the Securities Act S.B.C. 1985 c. 83 as amended (the "Act") withdrawing the statutory exemptions of the Respondent and prohibiting the Respondent from becoming or acting as a director or officer of any reporting issuer, the Respondent acknowledges the following facts as correct:

(a)		The Respondent is a resident of the United States of America and during 1986 and 1987 (the "material time") was a promoter, control person and principal shareholder of Audit Resources Inc. ("Audit Resources");
(b)		Audit Resources was a company incorporated in the Province of Alberta and during the material time its shares were listed on theAlbertaStock Exchange

(i)		one count of conspiracy to commit an indictable offence contrary to sections 423(1)(d) and 338(1) of the Criminal Code of Canada and amendments thereto, and
(ii)		one count of unlawfully being in possession of property obtained by the commission of an indictable offence contrary to section 312 of the Criminal Code of Canada and amendments thereto.

A copy of the Information is attached as Schedule "A" to this Agreement.

(d)

On May 15, 1987, the Respondent was sentenced by the Provincial Court of British Columbia to three years imprisonment on each of the above counts.

2.		The Respondent hereby consents to an order of the Superintendent pursuant to section 145 and 145.1 of the Act in the form of order attached hereto as Schedule "B" (the "Order") [see paper copy].
3.		The Respondent waives his right to a hearing and review by the British Columbia Securities Commission pursuant to section 147 of the Act with respect to the Order.

Signed by the Respondent,          )
Floyd Leeland Ogle, at           )	F.L. OGLE
on this 18th day of May )	--------------------
-----------, 1989 in the )	Floyd Leeland Ogle
presence of: )
PHILLIP J. TAYLOR )
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Signature                           )
Phillip J. Taylor )
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Name
P. O. Box 3392 )
Fort Smith, Ar.       72913 )
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Address

Signed by the Superintendent )
of Brokers, British Columbia, )
at Vancouver, this 25th )	NEIL de GELDER
day of    May        , 1989 )	-------------------------
in the presence of  )	Superintendent of Brokers
W. NESMITH
)
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Signature                        )
Wade Nesmith                      )
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1108-865 Hornby St.               )
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Address                             )
Vancouver, B.C.