AND WHEREAS the Order requires amendment in paragraph 1;

AND WHEREAS the Executive Director considers that to do so would not be prejudicial to the public interest;

NOW THEREFORE the Executive Director orders under section 171 of the Act, that paragraph 1 of the Order be varied to read as follows:

1.

pursuant to section 161(1)(d) of the Act, Hopkins is prohibited from becoming or acting as a director or officer of any reporting issuer or of any issuer that has distributed, or proposes to distribute securities without a prospectus by relying on the exemptions contained in sections 128(a), 128(b), or 128(c) of the Securities Rules, R.B.C. Reg. 194/97, and 74(4) of the Act, for a period ending on the later of:

(a)		the date Hopkins satisfies his obligation to pay the sum of $10,000 as described in paragraph 3 of the Agreement; and
(b)		five years from the date of this Order.

AND

1.

As a basis for the orders and undertakings referred to below, Malcolm Hopkins acknowledges the following facts as correct:

a)		Gibbins Estates Limited ("Gibbins") (formerly Kerkhoff Land Investments Corporation) is a non-reporting issuer incorporated in British Columbia under the Company Act, R.S.B.C. 1979, c. 59 (the "Company Act").  Malcolm Hopkins, C.A. ("Hopkins") was a director and chief financial officer of Gibbins from November of 1993 until May of 1995;
b)		Gibbins proposed to develop a real estate project (the "Project") on two parcels of land at 3205 Gibbins Road, Duncan, British Columbia (the "Gibbins Property") in 1994;
c)		Gibbins raised $3.5 million to finance the project by selling 350 debenture units at $10,000 a unit to 101 investors (the "Debenture Holders") between January 3, 1994 and July 8, 1994;
d)		Gibbins did not issue a prospectus to qualify the distribution of the debentures under section 42 of the Securities Act, S.B.C. 1985 c. 83 (the "Prior Act") (now section 61 of the Securities Act, R.S.B.C. 1996, c. 418 (the "Act")).  Instead, Gibbins relied on the sophisticated purchaser exemption to section 42 of the Prior Act contained in what was then section 117(b) of the Securities Regulation B.C. Reg. 270/86 (the "Old Regulation") as amended (now section 128(b) of the Securities Rules, B.C. Reg. 479/95 (the "Rules");
e)		Gibbins prepared an offering memorandum dated January 1, 1994 (the "Offering Memorandum").  The Offering Memorandum was signed by Willem Kerkhoff and Malcolm Hopkins, and was filed with the British Columbia Securities Commission (the "Commission") on May 26, 1994;
f)		Subsequent to signing the Offering Memorandum, Peter Kerkhoff renegotiated downwards the price of the Gibbins property by $125,000 (the "Payment").  This transaction was not disclosed to the Debenture Holders, and the Payment was not made available to the Debenture Holders or Gibbins'
g)		The Offering Memorandum was not in the required form because it contained the following material errors (the "Errors"):

i)		the Offering Memorandum inaccurately described the properties as 12.33 acres in size and not approximately 10 acres in size.  The Offering Memorandum also failed to indicate that the properties were divided by a two acre right-of-way that was separately titled and owned by Fletcher Challenge Canada Ltd. ("Fletcher Challenge").  Hopkins states that based on the information available to him at the time, he understood that the Gibbins Property was approximately 12.3 acres, including a right-of-way in favour of Fletcher Challenge;
ii)		The Offering Memorandum failed to disclose that the payee of the 5% real estate commission ($65,000) was to be the Kerkhoff Development Corporation.  Hopkins states that the failure to disclose the payee of the commission was an oversight;
iii)		The Offering Memorandum was not amended to reflect the Payment; and
iv)		The Offering Memorandum omitted reference to continuous reporting obligations which is required by item 15 from Form 43;

h)		As a result of the Errors, the exemption to the prospectus requirement contained in section 117(b) of the Old Regulations was not available to qualify the distributions of the debentures and therefore Gibbins breached sections 20 and 42 of the Old Act (now sections 34 and 61 of the Act) by causing securities to be distributed, without registration and without a prospectus;
i)		By Failing to diligently pursue the nature of the Payment, Hopkins failed to exercise the diligence expected of a director.

2.

Hopkins consents to an order by the Executive Director (the "Order") that:

a)

under section 161(1)(d) of the Act, that he is prohibited from becoming or acting as a director or officer of any reporting issuer for a period ending on the latter of:

i)		the date Hopkins satisfies his obligation described in paragraph 3, below, including any accrued interest; and
ii)		five years from the date of the Order.

3.

Hopkins undertakes to pay the Commission the sum of $10,000 in accordance with the following payment schedule:

a)		$2,500 on or before September 1, 1997;
b)		$4,500 on or before March 1, 1998; and
c)		$3,000 on or before July 1, 1998;

DATED at Vancouver, British Columbia,, on August 29, 1997.

C. Esson	)
Witness Signature	)
	)
Catharine Esson	)
Witness Name	)	Malcolm Hopkins
	)
1000 - 885 West Georgia St.	)
Vancouver	)
Address	)
	)
Lawyer	)
Occupation