Securities Law & Instruments

Headnote

Subsection83.1(1) - issuer deemed to be a reporting issuer in Ontario -issuer has been a reporting issuer in Alberta since 1998 and inBC since 2000 - issuer listed and posted for trading on the CanadianVenture Exchange - continuous disclosure requirements of Albertaand BC substantially identical to those of Ontario.

StatutesCited

SecuritiesAct, R.S.O. 1990, c.S.5, as am., ss. 83.1(1).

INTHE MATTER OF

THESECURITIES ACT,

R.S.O.CHAPTER S.5, AS AMENDED (the "Act")

AND

INTHE MATTER OF

FWOMNIMEDIA CORP.

ORDER

(Subsection83.1(1))

UPONthe application (the "Application") of FW OmnimediaCorp. ("FW") for an order pursuant to subsection83.1(1) of the Act deeming FW a reporting issuer for the purposesof the Ontario securities law;

ANDUPON considering the Application and the recommendationof the staff of the Commission;

ANDUPON FW representing to the Commission that:

1.FW was incorporated on August 7, 1996 pursuantto the provisions of the Business Corporations Act (Alberta).

2.The head office of FW is located at 305, 296 Richmond Street West,Toronto, Ontario M5X 1X2. The address of FW's registered officeis 1800, 350 - 7th Avenue SW, Calgary, Alberta, T2P3N9.

3.FW has been a reporting issuer under: (i) the Securities Act(Alberta) (the "Alberta Act") since July 2, 1998when pursuant to the provisions of the Alberta Act, receipt fora final prospectus was issued; and (ii) the Securities Act(British Columbia) (the "BC Act") sinceFebruary 22, 2000 as a result of the merger between the AlbertaStock Exchange and the Vancouver Stock Exchange that created theCanadian Venture Exchange (the "CDNX").

4.FW is not on the list of defaulting reporting issuers maintainedpursuant to the Alberta Act or the BC Act and is not in defaultof any requirements under the Alberta Act or the BC Act.

5.On September 29, 1998, FW's common shares were listed and postedfor trading on the CDNX under the trading symbol "FWO". FW isin compliance with all of the requirements of the CDNX.

6.FW has a "significant connection to Ontario", as defined by CDNXPolicy 1.1, in that: (i) approximately 78% of the issued and outstandingshares of FW are registered in the names of shareholders havinga registered address in Ontario; and (ii) two of a total of sixdirectors and officers of FW are resident in Ontario (JonathanBogo, president and director, and John Byrne, director).

7.The continuous disclosure requirements under the Alberta Act andthe BC Act are substantially the same as the requirements underthe Act.

8.FW is not a reporting issuer in Ontario, and is not a reportingissuer, or equivalent, in any other jurisdiction other than Albertaand British Columbia.

9.The authorized capital of FW consists of unlimited common sharesand unlimited preferred shares without par or nominal value ofwhich 15,644,780 common shares were issued and outstanding asof January 29, 2002. In addition, options and warrants to purchasean aggregate of 3,051,978 additional common shares of FW wereoutstanding as of May 10, 2001.

10.The continuous disclosure materials filed by FW under the AlbertaAct and the BC Act are available on the System for ElectronicDocument Analysis and Retrieval.

11.There have been no penalties or sanctions imposed against FW bya court relating to Canadian securities legislation or by a Canadiansecurities regulatory authority, and FW has not entered into anysettlement agreement with any Canadian securities regulatory authority.

12.Neither FW nor any of its directors, officers nor, to the knowledgeof FW or its directors and officers, any of its controlling shareholders,has:

(i)been the subject of any penalties or sanctions imposed by a courtrelating to Canadian securities legislation or by a Canadian securitiesregulatory authority;

(ii)entered into a settlement agreement with a Canadian securitiesregulatory authority; or

(iii)been subject to any other penalties or sanctions imposed by acourt or regulatory authority that would likely be consideredimportant to a reasonable investor making an investment decision.

13.Neither FW nor any of its directors, officers nor, to the knowledgeof FW, its directors and officers, any of its controlling shareholders,is or has been subject to:

(i)any known ongoing or concluded investigations by:

(a)a Canadian securities regulatory authority, or

(b)a court or regulatory body, other than a Canadian securities regulatoryauthority, that would be likely to be considered important toa reasonable investor making an investment decision; or

(ii)any bankruptcy or insolvency proceedings, or other proceedings,arrangements or compromises with creditors, or the appointmentof a receiver, receiver-manager or trustee, within the preceding10 years.

14.None of the directors or officers of FW, nor to the knowledgeof FW, its directors and officers, any of its controlling shareholders,is or has been at the time of such event a director or officerof any other issuer which is or has been subject to:

(i)any cease trade or similar orders, or orders that denied accessto any exemptions under Ontario securities law, for a period ofmore than 30 consecutive days, within the preceding 10 years;or

(ii)any bankruptcy or insolvency proceedings, or other proceedings,arrangements or compromises with creditors, or the appointmentof a receiver, receiver-manager or trustee, within the preceding10 years.

ANDUPON the Commission being satisfied that to do so wouldnot be prejudicial to the public interest;

ITIS HEREBY ORDERED pursuant to subsection 83.1(1) of theAct that FW be deemed a reporting issuer for the purposes of theAct.

February26, 2002.

"IvaVranic"