Securities Law & Instruments

Headnote

MutualReliance Review System for Exemptive Relief Applications - asa result of an amalgamation, issuer has only six beneficial holdersof securities - issuer deemed to have ceased to be a reportingissuer.

ApplicableOntario Statutory Provisions

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

INTHE MATTER OF

THESECURITIES LEGISLATION OFALBERTA, ONTARIO AND QUÉBEC

AND

IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM

FOREXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF
COGNICASE (FPG) INC. (FORMERLY EZENET CORP.)

MRRS DECISION DOCUMENT

WHEREASthe local securities regulatory authority or regulator (the"Decision Maker") in each of Alberta, Ontario and Québec(the "Jurisdictions") has received an application by Cognicase(FPG) Inc. (formerly Ezenet Corp.) (the "Filer"), for a decisionunder the securities legislation of the Jurisdictions (the "Legislation")that the Filer be deemed to have ceased to be a reporting issuerunder the Legislation;

ANDWHEREAS pursuant to the Mutual Reliance Review Systemfor Exemptive Relief Applications (the "System"), the OntarioSecurities Commission is the principal regulator for this application;

ANDWHEREAS the Filer has represented to the Decision Makersthat:

1.The Filer was formed upon the amalgamation of Ezenet Corp. ("Ezenet")and Cognicase Acquisition Corp. on September 24, 2001 (the "Amalgamation")pursuant to an amalgamation agreement dated August 22, 2001 amongEzenet, Cognicase Inc. and Cognicase Acquisition Corp.

2.Ezenet was a reporting issuer in the Provinces of Ontario andAlberta, and as of the date of the Amalgamation, was not in defaultof any requirements of the securities legislation in Ontario orAlberta.

3.The Filer became a reporting issuer in the Jurisdictions by virtueof the Amalgamation and is not in default of any of the requirementsof the Legislation, other than its failure to file its interimfinancial statements as at, and for the financial period ended,September 30, 2001.

4.The Filer's head office and principal place of business is locatedin Toronto, Ontario.

5.The Filer does not intend to seek public financing by way of anoffering of its securities.

6.The Filer's authorized capital consists of an unlimited numberof common shares (the "Common Shares"), of which 5,758,832 CommonShares are issued and outstanding, as of March 14, 2002, and 6,329,114shares designated as $3.16 Class A Preferred Shares (the "PreferredShares"), of which none are issued and outstanding, as of March14, 2002.

7.As of March 14, 2002 the Filer also has outstanding 444,450 options(the "Compensation Options") each exercisable to purchase 0.570of a common share of Cognicase Inc. (a "Cognicase Share") at anexercise price of $11.25 per 0.570 of a Cognicase Share, 20,750options (the "$3.00 Options") each exercisable to purchase 0.570of a Cognicase Share at an exercise price of $3.00 per 0.570 ofa Cognicase Share, and 3,000 options (the "$14.00 Options", andtogether with the $3.00 Options, the "Employee Options"), eachexercisable to purchase 0.570 of a Cognicase Share at an exerciseprice of $14.00 per 0.570 of a Cognicase Share. The CompensationOptions expire on March 24, 2002, the $3.00 Options expire onFebruary 7, 2006 and the $14.00 Options expire on April 26, 2005.Under certain circumstances, the Compensation Options and theEmployee Options may be exercised for Preferred Shares of theFiler in lieu of or in combination with, the issuance of CognicaseShares, which preferred shares must, subject to law, be redeemedby the Filer within two business days of issuance for a cash payment.

8.As a result of the Amalgamation, all of the issued and outstandingCommon Shares are owned by Cognicase Inc.

9.There are currently two beneficial holders of Compensation Optionsand three beneficial holders of Employee Options.

10.The common shares of Ezenet were delisted from The Toronto StockExchange on September 26, 2002 and no securities of the Filerare currently listed or quoted on any exchange or market.

11.Other than the Common Shares, the Compensation Options and theEmployee Options, the Filer has no securities, including debtsecurities, outstanding.

ANDWHEREAS under the System this MRRS Decision Documentevidences the decision of each Decision Maker (collectively, the"Decision");

ANDWHEREAS each of the Decision Makers is satisfied thatthe test contained in the Legislation that provides the DecisionMaker with the Jurisdiction to make the Decision has been met;and

THEDECISION by the Decision Makers under the Legislationis that the Filer is deemed to have ceased to be a reporting issuerunder the Legislation.

April3, 2002.

"JohnHughes"