Securities Law & Instruments

Headnote

Section144 - revocation of cease trade order upon remedying of default,updating of public disclosure record and mailing of disclosureinformation, together with outstanding financial statements, toshareholders.

StatutesCited

SecuritiesAct, R.S.O. 1990, c.S.5 as am., ss.127, ss.144.

NoticesCited

OntarioSecurities Commission Notice 35 - Revocation of Cease Trade Orders(1995) 18 OSCB 5.

INTHE MATTER OF

THESECURITIES ACT,

R.S.O.1990, CHAPTER S.5, AS AMENDED (the "Act")

AND

INTHE MATTER OF

MARKETVISIONDIRECT, INC.

OR D E R

(Section144)

WHEREASthe securities of Marketvision Direct, Inc. (the "Applicant")are subject to a cease trade order issued by the Commission onDecember 17 , 2001 (the "Cease Trade Order") which order extendeda temporary cease trade order made on December 5, 2001;

ANDWHEREAS the Applicant has applied to the Commission pursuantto section 144 of the Act (the "Application") for a revocationof the Cease Trade Order;

ANDUPON the Applicant having represented to the Commissionthat:

1.The Applicant is constituted under the laws of the State of Delawareby Articles of Merger dated July 21, 1998 merging ViaTV MarketingCorporation ("ViaTV") and Marketvision Direct, Inc.

2.ViaTV was incorporated by Certificate of Incorporation under thelaws of the State of Delaware dated July 25, 1995 and filed Articlesof Merger on October 6, 1995 merging ViaTV with Video Tape Magazines,Inc.

3.ViaTV became a reporting issuer in the Province of Alberta onDecember 4, 1996 by virtue of obtaining a receipt for a finalprospectus. ViaTV listed on the Exchange on December 31, 1996.

4.Marketvision Direct, Inc. was incorporated as "Market Tele, Inc."pursuant to the laws of the commonwealth of Massachusetts on January13, 1995 and filed Articles of Amendment to change its names toInternational Marketvision Inc. on October 19, 1995 and subsequentlychanged its name to Marketvision Direct, Inc. on November 2, 1995.

5.Pursuant to a plan of reorganization dated May 28, 1998, MarketvisionDirect, Inc, merged with ViaTV to form the Applicant.

6.The registered office of the Applicant is registered at 1209 OrangeStreet, Wilmington Delaware. The head office of the Applicantis located at 2212-130 Adelaide Street West, Toronto, Ontario,M5H 3P5.

7.The Applicant is a reporting issuer in the Provinces of BritishColumbia, Alberta, Saskatchewan and Ontario. The Applicant becamea reporting issuer in Ontario on or about January 28, 2000 byvirtue of a receipt for a final prospectus dated January 26, 2000.

8.Except for the Cease Trade Order, the Applicant has not been subjectto any previous cease trade orders issued by the Commission.

9.Except for the Cease Trade Order, the Applicant is not in defaultof any of the requirements of the Act or the rules and regulationsmade thereunder (collectively, the "Requirements").

10.The Applicant is not currently subject to any cease trade ordersin any other jurisdictions.

11.The Applicant's shares are listed on the Canadian Venture Exchangebut trading in such shares has been suspended as a result of theCease Trade Order. The Applicant intends to apply for this suspensionto be lifted as soon as the Cease Trade Order is revoked.

12.Since the summer of 1999, the Applicant has been in the businessof investing in and acquiring seed stage technology companies.The Applicant currently has assets, net of liabilities, with netrealizable value in excess of $400,000 USD.

13.The annual audited financial statements of the Applicant for theyear ended June 30, 2001, along with its interim unaudited financialstatements for the period ended September 30, 2001 (collectively"the Financial Statements") were filed with the Commission onor about January 25, 2002, within 68 days from the original filingdeadline.

14.The Applicant has undertaken to the Commission that it will reviewits internal policies and procedures relating to its continuousdisclosure obligations to ensure that it will in the future complywith the Requirements.

15.The Applicant is not considering, nor is it involved in any discussionrelating to a reverse take-over, merger, amalgamation or otherform of combination or transaction similar to any of the foregoing.

16.The Applicant has undertaken to the Commission that, in the eventthe Applicant convenes a meeting of shareholders within 12 monthsof the date of this Order to consider and approve any transactiondescribed in the previous paragraph, the Applicant will deliverto the Commission a copy of the information circular relatingto such meeting not less than 20 days prior to the date such informationcircular is delivered to the shareholders.

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

ANDUPON the undersigned Manager being satisfied that theApplicant has now complied with the continuous disclosure requirementsunder Part XVIII of the Act and has remedied its default in respectof such requirements;

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

ITIS ORDERED, pursuant to section 144 of the Act, thatthe Cease Trade Order isherebyrevoked.

March11, 2002.

"JohnHughes"