DY 4 Systems Inc. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - Issuer has only one security holder - Issuer deemedto have ceased to be a reporting issuer.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am. s. 83.

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA, SASKATCHEWAN, ONTARIO,

QUEBEC, NOVA SCOTIA AND NEWFOUNDLAND

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

DY 4 SYSTEMS INC.

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatory authority or regulator (the "Decision Makers") in each of Alberta,Saskatchewan, Ontario, Quebec, Nova Scotia and Newfoundland (the "Jurisdictions") have received an application fromDY 4 Systems Inc. (the "Filer") for a decision pursuant to the securities legislation of the Jurisdictions (the "Legislation")that the Filer be deemed to have ceased to be a reporting issuer under the Legislation;

AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the"System"), the Ontario Securities Commission is the principal regulator for this application;

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

1. The Filer is a corporation incorporated under the Business Corporations Act (Ontario) ("OBCA"), is a reportingissuer in each of the Jurisdictions and is not in default of any of the requirements of the Legislation.

2. The Filer's head office is located at 333 Palladium Drive, Kanata, Ontario, K2V 1A6.

3. The authorized capital of the Filer consists of an unlimited number of common shares (the "Common Shares").As at November 29, 2000, 13,427,493 Common Shares were issued and outstanding.

4. The Common Shares of the Filer were de-listed from the Toronto Stock Exchange (the "Exchange") onDecember 19, 2000 and no securities of the Filer are listed on any stock exchange or quoted on any market.

5. On October 20, 2000 C-MAC Industries Inc. ("C-MAC") made an offer (the "Offer") to purchase all of theoutstanding Common Shares (including Common Shares issuable upon exercise of outstanding options) inexchange for common shares in the share capital of C-MAC, on the terms and conditions set forth in an Offerand accompanying circular of C-MAC dated October 20, 2000.

6. A total of 13,131,536 Common Shares, representing over 97% of the total number of issued and outstandingCommon Shares, were validly deposited in response to the Offer and taken-up and paid for by C-MAC.

7. C-MAC mailed a notice of compulsory acquisition on December 4, 2000 to holders of Common Shares whodid not deposit their Common Shares pursuant to the Offer.

8. On January 11, 2001, following the mailing of a notice of cancellation to holders of Common Shares who didnot deposit their Common Shares pursuant to the Offer, C-MAC became the sole shareholder of the Filer.

9. The Filer does not have any securities, including debt securities, issued and outstanding other than theCommon Shares.

10. The Filer does not intend to seek public financing by way of an offering of its securities.

AND WHEREAS pursuant to the System this MRRS Decision Document evidences the determination of eachDecision Maker (collectively the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that providesthe Decision Maker with the jurisdiction to make the Decision has been met;

THE DECISION of the Decision Makers pursuant to the Legislation is that the Filer is deemed to have ceasedto be a reporting issuer in each of the Jurisdictions.

January 31, 2001.

John Hughes

Manager, Continuous Disclosure