Headnote

Statutes Cited:

Policies Cited

IN THE MATTER OF

THE SECURITIES ACT, R.S.O. 1990,

CHAPTER S.5, AS AMENDED (The "Act")

AND

IN THE MATTER OF

VTEC CAPITAL CORP.

ORDER

(Subsection 83.1(1))

UPON the application of VTEC Capital Corp. ("VTEC") for an order pursuant to subsection 83.1(1) of the Act deeming VTEC to be a reporting issuer for the purposes of Ontario securities law;

AND UPON considering the application and recommendation of the staff of the Ontario Securities Commission (the "Commission");

AND UPON VTEC representing to the Commission as follows:

1. VTEC was incorporated under the laws of British Columbia on July 8, 1999.

2. The authorized share capital of VTEC consists of 100,000,000 Common Shares and 10,000,000 Preferred Shares without par value of which 6,125,514 Common Shares are currently issued and outstanding.

3. VTEC has been a reporting issuer under the British Columbia Securities Act (the "B.C. Act") since December 15, 2000. VTEC is not in default of any requirements of the B.C. Act.

4. VTEC has been a reporting issuer under the Alberta Securities Act (the "Alberta Act") since January 11, 2001. VTEC is not in default of any requirements of the Albert Act.

5. The continuous disclosure documents filed by VTEC under the B.C. Act and the Alberta Act are available on the System for Electronic Document Analysis and Retrieval.

6. VTEC is not a reporting issuer under the securities legislation in any jurisdiction in Canada other than British Columbia and Alberta.

7. The continuous disclosure requirements of the B.C. Act and the Alberta Act are substantially the same as the requirements under the Act.

8. Neither VTEC nor any of its officers, directors, nor any of its shareholders holding sufficient securities of VTEC to affect materially the control of VTEC, is or has been subject to: (i) any known ongoing or concluded investigations by: (a) a Canadian securities regulatory authority, or (b) a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or (ii) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee within the preceding 10 years.

9. None of the officers or directors of VTEC, nor any of its shareholders holding sufficient securities of VTEC to affect materially the control of VTEC, is or has been at the time of such event, an officer or director of any other issuer which is or has been subject to: (i) any cease trade or similar orders, or orders that denied access to any exemptions under Ontario securities law, for a period of more than 30 consecutive days, within the preceding 10 years; or (ii) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.

10. Neither VTEC nor any of its officers, directors, nor any of its shareholders holding sufficient securities of VTEC to affect materially the control of VTEC has: (i) been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority; (ii) entered into a settlement agreement with a Canadian securities regulatory authority; or (iii) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS HEREBY ORDERED pursuant to subsection 83.1(1) of the Act that VTEC be deemed a reporting issuer for the purposes of Ontario securities law.