Securities Law & Instruments

Headnote

MRRS Application Pursuant to Subsection 74(1) - exemptions from sections 25 and 53 ofthe Act for trades in connection with distribution of common shares by non-reporting issuerU.S. corporation -issuance of shares to Ontario shareholders exempt provided that U.S.prospectus is provided to such shareholders - first trade in shares acquired pursuant to theruling exempt from section 53 of the Act provided such trades executed over NasdaqNational Market.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c.S.5, as am., ss. 1(1), 25, 53, 74(1).


IN THE OF MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA, MANITOBA AND ONTARIO

AND

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

AND

IN THE MATTER OF
OPUS360 CORPORATION

MRRS DECISION DOCUMENT


WHEREAS the local securities regulatory authority or regulator(the "DecisionMaker") in each of the provinces of British Columbia, Manitoba, and Ontario (the"Jurisdictions") has received an application from Opus360 Corporation (the "Filer") for adecision pursuant to the securities legislation of the Jurisdictions (the "Legislation") thatthe registration and prospectus requirements contained in the Legislation shall not applyto the proposed issue to the holders of shares of common stock of Safeguard Scientifics,Inc. ("Safeguard") of shares of common stock in the capital of the Filer;

AND WHEREAS pursuant to the Mutual Reliance Review System for ExemptiveRelief Applications (the "System"), the Ontario Securities Commission is the principalregulator for this application;

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

1. The Filer is a company incorporated under the laws of the State of Delaware. TheFiler is not a reporting issuer in any jurisdiction in Canada. The Filer's principalexecutive offices are located at 733 Third Avenue, 17th Floor, New York, U.S.A.,10017.

2. Safeguard is a company incorporated under the laws of the Commonwealth ofPennsylvania whose shares trade on the New York Stock Exchange. Safeguard isnot a reporting issuer in any jurisdiction in Canada.

3. The Filer filed a Registration Statement on December 21, 1999 with the SEC, asamended on February 9, 2000, March 2, 2000 and March 7, 2000 (which have notyet become effective) pursuant to which 7,700,000 shares of common stock of theFiler will be offered, of which 1,750,000 shares of the Filer will be offered toshareholders of Safeguard. Safeguard and its related entities is one of the Filer'sprincipal shareholders, beneficially holding approximately 14.3% of the issued andoutstanding shares of the Filer prior to the offering.

4. Of the 7,700,000 shares covered by the Registration Statement, the Filer is offering1,050,000 shares of the Filer to shareholders of Safeguard, Safeguard is offering400,000 shares of the Filer to the shareholders of Safeguard and CompuComSystems, Inc., a majority owned subsidiary of Safeguard, is offering 300,000 sharesof the Filer to the shareholders of Safeguard pursuant to what is referred to as adirected share subscription program (the "Program"). The 1,750,000 shares of theFiler offered under the Program are referred to in this Decision as the "FilerShares". The balance of the 7,700,000 shares covered by the RegistrationStatement will be offered in the traditional underwritten fashion.

5. Pursuant to the Program, Safeguard shareholders will have the opportunity tosubscribe for one Filer Share for every twenty Safeguard shares of common stockthat they own of record as of December 16, 1999 (the "Record Date").Shareholders of Safeguard who owned less than 100 shares of Safeguard as of theRecord Date will be ineligible to participate in the Program.

6. If any of the Filer Shares offered by the Filer under the Program are not purchasedby the shareholders of Safeguard, Safeguard or its designees will purchase suchshares from the Filer at the closing of the offering.

7. Upon completion of its offering, the Filer's authorized share capital will consist of150,000,000 shares of common stock, $.001 par value per share and 25,000,000shares of preferred stock, $.001 par value per share. As of December 31, 1999,11,283,624 shares of common stock were outstanding, 8,284,000 shares of SeriesA preferred stock were outstanding and 8,676,727 shares of Series B preferredstock were outstanding. Each share of preferred stock will automatically convertinto 1.5 shares of common stock upon completion of the offering. After giving effectto the offering, the Filer will have 45,035,541 shares outstanding (assuming theautomatic conversion described above).

8. Safeguard's authorized share capital consists of 500,000,000 shares of commonstock and 1,000,000 shares of preferred stock of which 34,916,439 shares ofcommon stock were issued and outstanding as at December 31, 1999.

9. The Filer has applied for quotation of its common stock on the Nasdaq NationalMarket.

10. Based on the share register of Safeguard as at the Record Date, there are threeregistered shareholders with Ontario addresses holding an aggregate of 272 sharesof common stock of Safeguard, there is one registered shareholder with BritishColumbia addresses holding an aggregate of 100 shares of common stock ofSafeguard, there are three registered shareholders with Manitoba addressesholding an aggregate of 524 shares of common stock of Safeguard and there aretwo registered shareholders with Quebec addresses holding an aggregate of12,006 shares of common stock of Safeguard, being a de minimus percentage ofthe issued and outstanding shares of common stock of Safeguard.

11. The Filer will provide to each shareholder of Safeguard wishing to purchase sharesof the Filer under the Program, a copy of the final prospectus as filed with the SEC.

12. There is no present or anticipated future market in the Jurisdictions for the sharesof the Filer, and, accordingly, any resale of these securities will occur outside of theJurisdictions, more specifically through the Nasdaq National Market.

13. All disclosure material relating to the Filer that is furnished to securityholdersresident in the United States will, at the relevant time, be furnished tosecurityholders resident in the Jurisdictions.

AND WHEREAS pursuant to the System this MRRS Decision Document evidencesthe decision 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 pursuant to the Legislation is that:

A. the registration and prospectus requirements contained in the Legislationshall not apply to the sale of shares of common stock of the Filer to theholders of shares of Safeguard pursuant to the Program provided that a copyof the final prospectus as filed with the SEC is provided to each registeredshareholder of Safeguard having an address in the Jurisdictions prior to theacceptance of any subscription from any such shareholder; and

B. a first trade in shares of common stock of the Filer acquired pursuant to thisDecision shall be subject to the registration and prospectus requirementscontained in the Legislation unless such trade is executed on the NasdaqNational Market in accordance with all laws and rules applicable to suchmarket.

March 29th, 2000.

"J. A. Geller"     "Howard I. Wetston"