Securities Law & Instruments


IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act") OF ONTARIO

AND

IN THE MATTER OF
DYNACARE INC.

ORDER
(Section 147)


UPON the application of Dynacare Inc. ("Dynacare" or the "Company") to theOntario Securities Commission (the "Commission") for an order under section 147 of theAct exempting the Company from the eligibility criteria set out in section 4.1 of NationalPolicy Statement No. 44 ("NP 44"), thereby permitting the use of PREP Procedures (assuch term is defined in NP 44) in connection with the distribution in Ontario of theCompany's common shares as part of a proposed international offering (the "Offering") bythe Company;

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

AND UPON the Company having represented to the Commission that:

1. Dynacare was incorporated under the laws of the Province of Ontario on September8, 1981. The head office of Dynacare is located at Suite 1600, 20 Eglinton AvenueWest, Toronto, Ontario M4R 2H1.

2. Dynacare is not a reporting issuer under the Act. Dynacare was formerly a reportingissuer in the jurisdictions of British Columbia, Alberta, Saskatchewan, Manitoba,Ontario, Quebec, Nova Scotia and Newfoundland until the Company was takenprivate by way of a "going private" transaction in May, 1997.

3. The Offering will consist of a concurrent initial public offering of common sharesof the Company (the "Common Shares") in Ontario and the United States.

4. The Company estimates that approximately 7,000,000 Common Shares will be soldin the Offering and that the aggregate net proceeds to the Company uponcompletion of the Offering will be approximately U.S.$100 million.

5. Concurrently with the filing of this application, Dynacare filed a preliminary longform prospectus dated September 29, 2000 with the Commission. On October 11,2000 Dynacare filed an amended preliminary long form prospectus (the "PreliminaryProspectus").

6. The final prospectus will qualify the distribution in Ontario of the Common Sharesto be issued at the closing of the Offering and the Common Shares to be sold bycertain selling shareholders pursuant to an over-allotment option.

7. Concurrently with the filing of the Preliminary Prospectus, Dynacare filed with theUnited States Securities and Exchange Commission (the "SEC") a registrationstatement on Form F-l in respect of the Offering (the "U.S. Preliminary Prospectus").

8. Concurrently with the filing of the Preliminary Prospectus, Dynacare made anapplication to i) the Nasdaq National Market, to have the Common Shares approvedfor quotation on the Nasdaq National Market in the United States; and ii) TheToronto Stock Exchange (the "TSE"), to have the Common Shares approved forlisting on the TSE in Ontario.

9. The Offering will be underwritten in Ontario by UBS Bunting Warburg Inc., and inthe United States by underwriters represented by UBS Warburg LLC, Banc ofAmerica Securities LLC, PaineWebber Incorporated and U.S. Bancorp Piper JaffrayInc.

10. In connection with the Offering of the Common Shares in the United States, theCompany plans to use the procedures permitted by Rule 430A under the SecuritiesAct of 1933 (the "1933 Act") to file a form of prospectus containing previouslyomitted pricing information after the registration statement relating to the Offeringof the Common Shares has been declared effective.

11. Use of the PREP Procedures (as such term is defined in NP 44) would permit theCompany and the underwriters to better coordinate the pricing, prospectus delivery,confirmation of purchase and closing processes in Canada with those being usedin connection with the Offering being made in the United States.

12. Neither the Company nor the Common Shares meet the eligibility criteria whichotherwise would enable the Company to use the PREP Procedures set forth in NP44.

AND UPON the Commission being satisfied that it would not be prejudicial to thepublic interest;

IT IS ORDERED THAT pursuant to section 147 of the Act:

1. Dynacare be and is hereby exempted from the eligibility criteria set out in Section4.1 of NP 44 and is permitted the use of the PREP Procedures in connection withthe Offering in Ontario.

October 20th, 2000.

"Robert W. Davis"      "J. F. Howard"