Securities Law & Instruments


Subsection 83.1(1) - issuer deemed to be a reporting issuer in Ontario - issuer hasbeen reporting issuer in British Columbia for more than 12 months and in Alberta sinceNovember 26, 1999 - issuer listed and posted for trading on the Canadian VentureExchange - continuous disclosure requirements of British Columbia and Albertasubstantially similar to those of Ontario

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c.S.5, as am., s. 83.1(1)




(Subsection 83.1 (1))

UPON the application of SoftCare, Inc. ("Softcare") for an order pursuantto subsection 83.1(1) of the Act deeming Softcare to be a reporting issuer for the purposesof the Act and the regulations made thereunder (the Act and the regulations collectively,"Ontario Securities Law");

AND UPON considering the application and the recommendation of the staff of theCommission;

AND UPON Softcare representing to the Commission as follows:

1. Softcare is a corporation governed by the Company Act R.S.B.C. 1996, Chap. 62,as amended, (the "BCCA").

2. Softcare's head office is located in North Vancouver, British Columbia.

3. Softcare (and its predecessor corporations) has been a reporting issuer under theSecurities Act R.S.B.C. 1996, Chap. 418 (the "B.C. Act") since May 24, 1985.Softcare became a reporting issuer in Alberta on November 26, 1999 as a result ofthe merger of the Vancouver Stock Exchange and the Alberta Stock Exchange toform the Canadian Venture Exchange ("CDNX"). As of March 29, 2000, followingSoftcare's filing of a New Reporting Issuer Notice pursuant to BOR 51-501, theAlberta Securities Commission granted a certificate to Softcare under Section 113of the Securities Act (Alberta) (the "Alberta Act") whereby Softcare became subjectto all of the dissemination and filing requirements relating to reporting issuers underthe Alberta Act. Softcare is not in default of the any requirements of the B.C. Act orthe Alberta Act.

4. The continuous disclosure requirements of the B.C. Act and the Alberta Act aresubstantially the same as the requirements under the Act.

5. The continuous disclosure materials filed by Softcare (and its predecessors) underthe B.C. Act since May 24, 1985 and under the Alberta Act since March 29, 2000are available on the System for Electronic Document Analysis and Retrieval(SEDAR).

6. Softcare is not a reporting issuer or the equivalent under the securities legislationof any other jurisdiction in Canada.

7. The authorized share capital of Softcare consists of 100,000,000 common shares(the "Common Shares") without par value of which 15,469,728 Common Shareswere issued and outstanding as of June 22, 2000.

8. There are 890,000 outstanding options at an exercise price of $1.50 and 100,000outstanding options at an exercise price of $3.90. Further, there are 1,644, 500outstanding warrants at an exercise price of $3.75 and 747,500 outstandingwarrants at an exercise price of $4.25.

9. The Common Shares are listed on the CDNX.

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

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

August 11th, 2000.

"Howard I. Wetston"       "R. Stephen Paddon"