Securities Law & Instruments


IN THE MATTER OF THE SECURITIES LEGISLATION OFALBERTA, SASKATCHEWAN, MANITOBA ONTARIO, QUÉBEC, NEW BRUNSWICK, NOVA SCOTIA,PRINCE EDWARD ISLAND AND NEWFOUNDLAND

AND

IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF
BEHAVIOUR COMMUNICATIONS INC.

MRRS DECISION DOCUMENT


WHEREAS the local securities regulatory authority or regulator (the "DecisionMaker") in each of Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick,Nova Scotia, Prince Edward Island and Newfoundland (the "Jurisdictions") have receivedan application from Behaviour Communications Inc. (the "Filer") for a decision under thesecurities legislation of the Jurisdictions (the "Legislation") extending the time limit whichwas granted to the Filer on March 3, 2000 by way of a Mutual Reliance Review System("MRRS") decision (the "Decision"), by the securities regulatory authorities of Canada inorder to file with the securities regulatory authorities and provide to the registered holdersof its securities, as the case may be, its audited annual financial statements for the yearended September 30, 1999 as well as its quarterly financial statements for the first quarterended December 31, 1999, and in accordance with securities legislation applicable inQuebec, its annual report and its annual information form for such financial year, to March17, 2000 with respect to the filing and to April 10, 2000 with respect to the forwarding ofthe Documents. For ease of reference, the annual financial statements for the year endedSeptember 30, 1999, the annual report, the annual information form and the quarterlyfinancial statements for the quarter ended December 31, 1999 are herein collectivelyreferred to as the "Documents";

AND WHEREAS under the Mutual Reliance Review System for Exemptive ReliefApplications (the "System"), the Commission des valeurs mobilières du Québec is theprincipal regulator for this application;

AND WHEREAS the Filer has represented to the Decision Makers that:

1. The Filer was incorporated under the Canada Business Corporations Act.

2. The head office of the Filer is located in Montreal, Québec.

3. The Filer is a reporting issuer in each of the Jurisdictions.

4. The Filer's fiscal year end is September 30.

5. On March 3, 2000, exemptive relief was granted to the Filer by way of the Decision,which provided, among others, that the requirements contained in the applicablesecurities legislation did not apply to the Filer, provided the Documents were filedwith each of the securities regulatory authorities of Canada and forwarded to theregistered holders of the Filer's securities no later than March 9, 2000.

6. The initial application was premised on the Filer's good faith belief that a financingto ensure the continuity of the Filer's U.S. operations would be secured by that time.This in turn would have allowed the Filer to file its financial statements with thesecurities regulatory authorities of Canada and to forward to the registered holdersof its securities the Documents, as the case may be, on or prior to March 9, 2000.

7. On March 9, 2000 it became unlikely that the financing mentioned above in thepreceding paragraph would be secured.

8. On the evening of March 9, 2000, negotiations among the parties resumed andresulted in an agreement which was finalised and approved by the Filer's board ofdirectors on March 10, 2000.

9. The Filer's financial statements must be finalised by the Filer, audited by itsauditors, submitted for review to its audit committee and lastly, submitted forapproval by the Filer's board of directors.

AND WHEREAS under the System this MRRS Decision Document evidences thedecision of each Decision Maker (collectively, the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the test contained inthe Legislation that provides the Decision Maker with the jurisdiction to make the Decisionhas been met;

The Decision of the Decision Makers under the Legislation is that the time limitauthorized on March 3, 2000 by way of the Decision be further extended to March 17,2000, with respect to the filing of the Documents with the securities regulatory authoritiesand to April10, 2000 with respect to the forwarding of the Documents, as the case may be,to the registered holders of the Filer's securities at the condition that the annual results atSeptember 30, 1999 and the interim results at December 31, 1999 be disclosed by PressRelease at the latest on March 17, 2000.

DATED at Montréal, this March 17, 2000.

"Christine Lacasse"