HireDesk Inc. - MRRS Decision

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - relief from the registration and prospectusrequirements for distributions of call options by investors,and distribution of securities on exercise of the call options- relief from the take-over bid requirements for the exerciseof the call options.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am.,ss. 25, 53, 74(1), and 104(2)(c).

Instrument Cited

Multilateral Instrument 45-102 - Resale of Securities.

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

BRITISH COLUMBIA, ALBERTAAND ONTARIO

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

HIREDESK INC.

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof British Columbia, Alberta and Ontario (the "Jurisdictions")has received an application from HireDesk Inc. ("HireDesk")for a decision under the securities legislation of the Jurisdictions(the "Legislation") that:

1. the dealer registration requirement andprospectus requirement in the Legislation (the "Registrationand Prospectus Requirements") do not apply to:

(a) the distribution of the Call Option(defined below) by the limited partners (the "Partners")of HireDesk Limited Partnership (the "Partnership")to HireDesk;

(b) the distribution of Exchanged Shares(defined below) as consideration or partial considerationfor the acquisition of Units (defined below) of the Partnershipon the exercise of the Call Option; or

(c) the distribution of Units by the Partnersto HireDesk on the exercise of the Call Option by HireDesk;

(collectively, the "Non-Exempt Trades");and

2. the requirements in the Legislation relatingto take-over bids (collectively the "Take-Over Bid Requirements")do not apply to the acquisition of Units by HireDesk on theexercise of the Call Option;

AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the British Columbia Securities Commission in the principalregulator in this application;

AND WHEREAS, unless otherwise defined,the terms herein have the meaning set out in National Instrument14-101 Definitions;

AND WHEREAS HireDesk has representedto the Decision Makers that:

1. HireDesk is a corporation continued underthe Canada Business Corporations Act and extra-provinciallyregistered in British Columbia;

2. HireDesk's head office is located in BritishColumbia;

3. HireDesk is in the business of providingrecruiting software solutions to professional recruiters,corporate recruiters, human resource system vendors and jobboards;

4. the authorized capital of HireDesk consistsof an unlimited number of common shares, of which 7,554,960common shares are issued and outstanding;

5. HireDesk is not, and has no current intentionto become, a reporting issuer or the equivalent in any jurisdictionin Canada;

6. the Partnership is a limited partnershipcreated on May 16, 2002 under the Partnership Act (BritishColumbia) to provide executive management services to othersfor fees;

7. the Partnership currently provides executivemanagement services to HireDesk in the conduct of its business,including finance and accounting services, human resourcesmanagement and recruitment, strategic planning, product strategies,technical support services, marketing support services andother support services;

8. HireDesk is the general partner of thePartnership and manages the business and affairs of the Partnership;

9. the Partnership is authorized to issuean unlimited number of limited partnership units (the "Units"),of which one unit is issued and outstanding;

10. each Unit represents an equal interestin the Partnership, and is transferable only with the writtenconsent of the general partner, HireDesk, and in accordancewith the Legislation;

11. the Partnership has obtained a tax shelteridentification number under the Income Tax Act (Canada) andits is expected that the holders of the Units will be ableto realize certain income tax deductions as a result of operatinglosses expected to be incurred by the Partnership during thedevelopment of the Partnership's executive management servicesbusiness;

12. the Partnership is not, and has no currentintention to become, a reporting issuer or the equivalentin any jurisdiction;

13. the Partnership intends to offer a maximumof 2,500,000 and a minimum of 800,000 Units (the "Offering")at a price of $1.00 per Unit under exemptions from the Registrationand Prospectus Requirements in each of the Jurisdictions,with the proceeds of the Offering to be used to develop thePartnership's executive management service business;

14. all subscribers for Units under the Offeringwill purchase under the registration and prospectus exemptionscontained in the Legislation applicable to purchases of securitiesmade by "accredited investors" in Ontario, Albertaand British Columbia or under the "offering memorandumexemption" in Alberta and British Columbia, and, priorto the purchase of the Units, subscribers will receive anoffering memorandum containing the information required byForm 45-103F1 regarding the Partnership and its business,as well as information relating to HireDesk and its businessthat would have been required had HireDesk been the issuerof Units;

15. in connection with each subscription agreementfor Units, each subscriber of Units will grant to HireDeskan option (the "Call Option") to purchase all, butnot less than all, of the Units;

16. HireDesk will have the right, but notthe obligation, to exercise the Call Option at any time duringthe period commencing on January 1, 2004 and ending April30, 2004 (the "Call Period");

17. in the event that HireDesk undergoes a'change of control' prior to the Call Period, HireDesk mayexercise the Call Option for 45 days after the change of control(the "Accelerated Call Period");

18. the purchase price payable for each Unitacquired on the exercise of the Call Option by HireDesk willbe as follows:

(a) if the Call Option is exercised duringthe Call Period, at the option of HireDesk, either the issuanceof one common share of HireDesk (an "Exchanged Share"),subject to adjustment in certain circumstances, or the paymentof $3.00 cash; or

(b) if the Call Option is exercise duringthe Accelerated Call Period, $2.00 per Unit;

19. until the Call Options are exercised orexpire, HireDesk will send each holder of a Unit all disclosurematerial furnished to holders of HireDesk's common shares,including, but not limited to, copies of its annual report,interim financial statements and all proxy solicitation materials;

20. HireDesk cannot rely on the registrationand prospectus exemptions in the Legislation relating to theissuance of securities on the exercise of a right to purchaseor otherwise acquire securities in accordance with the termsand conditions of a previously issued security of the issuerto issue the Exchanged Shares to the Partners on the exerciseof the Call Option because the Units and the Call Option arenot securities of HireDesk's own issue;

21. in the event that HireDesk exercises theCall Option and offers to acquire at least 20% of the outstandingUnits or where the number of Units to be acquired by HireDeskon the exercise of the Call Option when combined with thenumber of Units then held by HireDesk would represent at least20% of the outstanding Units, such exercise of the Call Optionwould constitute a take-over bid for the Units for the purposesof the Legislation requiring compliance with the Take-OverBid Requirements;

AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each Decision Maker(collectively, the "Decision");

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

THE DECISION of the Decision Makers underthe Legislation is that:

1. the Registration and Prospectus Requirementsdo not apply to the Non-Exempt Trades provided that the firsttrade in a Call Option, an Exchanged Share or a Unit is deemedto be a distribution unless the conditions in section 2.5(3)of MI 45-102 Resale of Securities are satisfied; and

2. the Take-Over Bid Requirements do not applyto the acquisition of Units by HireDesk on the exercise ofthe Call Option.

December 20, 2002.

"Brenda Leong"