Securities Law & Instruments


Prompt Offering Qualification System - Waiver granted pursuant to section 4.5 ofNational Policy Statement No. 47 to enable issuer to participate in the POP Systemwhen it did not meet the "public float" test in the last calendar month of its most recentfinancial year-end in respect of which its Initial Annual Information Form will be filedprovided that it does meet the "public float" test at a date within 60 days before thefiling of its preliminary short form prospectus - Waiver reflects the revised eligibilitycriteria set out in proposed National Instrument 44-101.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c.S.5, as am.

Rules Cited

Proposed National Instrument 44-101 "Short Form Prospectus Distributions" (1999), 22OSCB (POP Supp. 2), s. 2.2.

Policies Cited

National Policy Statement No. 47 "Prompt Offering Qualification System", ss. 4.1, 4.5.








WHEREAS the local securities regulatory authority or regulator (the "DecisionMaker") in each of British Columbia, Alberta and Ontario (the "Jurisdictions") has receivedan application from Centrinity Inc. (the "Filer") for a decision pursuant to section 4.5 ofNational Policy Statement No. 47 ("NP 47") for a waiver from the provisions of section4.1(2)(b) of NP 47 to permit the Filer to be eligible to participate in the prompt offeringqualification system (the "POP System");

AND WHEREAS under the Mutual Reliance Review System for Exemptive ReliefApplications (the "System"), the Province of Ontario is the principal regulator of thisapplication;

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

1. The Filer was incorporated under the Company Act (British Columbia) onSeptember 28, 1994 and was continued under the Canada Business CorporationsAct on November 21, 1996. The head office of the Filer is located at 100 AllstateParkway, Markham, Ontario, Canada, L3R 6H3.

2. The Filer is and has been a reporting issuer in each of the Provinces of Ontario,Alberta and British Columbia (the "Jurisdictions") since September 30, 1997 and isnot in default of any requirement of the applicable securities legislation of any of theJurisdictions.

3. The Filer's financial year end is September 30.

4. The authorized capital of the Filer consists of an unlimited number of Class Acommon shares (the "Common Shares"), an unlimited number of first preferredshares issuable in series and an unlimited number of second preferred sharesissuable in series.

5. The Common Shares are listed and posted for trading on the Canadian VentureExchange (the "Exchange").

6. As of September 30, 1999, the Filer's most recent financial year end, the Filer had14,818,373 Common Shares issued and outstanding. The aggregate market valueof the Filer's Common Shares, as calculated in accordance with NP 47, was$30,050,150 for the calendar month immediately preceding its financial year endedSeptember 30, 1999.

7. On June 21, 1999, the Filer completed a private placement of 2,206,682 specialwarrants at a price of $2.75 per special warrant. The special warrants wereexercised on December 13, 1999 resulting in the issuance of an additional2,206,682 Common Shares and 220,668 common share purchase warrants. InDecember 1999, the Filer filed a prospectus in the Jurisdictions in respect of thedistribution of such Common Shares and common share purchase warrantsissuable upon exercise of the special warrants.

8. The transactions referred to above increased the aggregate market value of theFiler's Common Shares. As of the date hereof, 17,377,557 Common Shares areissued and outstanding.

9. As of February 29, 2000, the aggregate market value of the Filer's CommonShares, as calculated in accordance with NP 47, was $309,485,385 based on anaverage closing trading price for the month of February of $17.81. None of theCommon Shares were beneficially owned, directly or indirectly, or subject to thecontrol or direction of persons that, alone or together with their respective affiliatesand associates, beneficially owned or exercised control or direction over more than10% of the issued and outstanding Equity Securities of the Filer.

10. The Filer may wish to avail itself of the POP System prior to the end of its currentfinancial year and considers that a short form prospectus would be an appropriatevehicle for an offering of its securities in the circumstances.

11. The Filer would be eligible to participate in the POP System upon the filing andacceptance of its initial annual information form (an "Initial AIF") under proposedNational Instrument 44-101 which would replace the current calculations of themarket value of an issuer's equity securities under NP 47 by a calculation as of adate within sixty (60) days before the filing of the Filer's preliminary short formprospectus.

12. The Filer proposes to file an Initial AIF pursuant to the provisions of NP 47 inrespect of its financial year ended September 30, 1999 as soon as the waiverrequested is granted.

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 NP 47 is that the requirementcontained in section 4.1(2)(b) of NP 47 shall not apply to the Filer provided that:

(i) the Filer complies in all other respects with the requirements of NP 47;

(ii) the aggregate market value of the Filer's Common Shares is $75,000,000 or moreon a date within 60 days before the date of the filing of the Filer's preliminary shortform prospectus unless the Filer satisfies the aggregate market value requirementsspecified in section 4.1(2)(b) of NP 47 for its fiscal year ended September 30, 2000;

(iii) the eligibility certificate to be filed in respect of the Filer's Initial AIF shall state thatthe Filer satisfies the eligibility criteria set out in sections 4.1(1)(a) and 4.1(1)(b) ofNP 47, and shall make reference to this waiver; and

(iv) this waiver shall terminate upon the effectiveness of National Instrument 44-101.

April 28th, 2000.

"Margo Paul"