Securities Law & Instruments

Headnote

Subsection 83.1(1) - issuer deemed to be a reportingissuer in Ontario - issuer has been a reporting issuer in BritishColumbia since February 13, 1981 and in Alberta since November29, 1999 - issuer listed and posted for trading on the CanadianVenture Exchange - continuous disclosure requirements of BritishColumbia and Alberta substantially identical to those of Ontario.

Statutes Cited

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

IN THE MATTER OF
THE SECURITIES ACT, R.S.O. 1990,
CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF
ANDAUREX INDUSTRIES INC.

ORDER
(Subsection 83.1(1))

UPON the application of Andaurex IndustriesInc. (the "Company") for an order pursuant to subsection83.1(1) of the Act deeming the Company to be a reporting issuerfor the purposes of Ontario securities law;

AND UPON considering the applicationand the recommendation of the staff of the Commission;

AND UPON the Company representing tothe Commission as follows:

1. The Company was incorporated pursuant tothe laws of British Columbia on January 22, 1980.

2. The head office of the Company is located913 Quarry Road, Carleton Place, Ontario, K7C 3P1.

3. The authorized capital of the Company consistsof 100,000,000 common shares without par value. As at March25, 2002, 6,780,800 common shares had been issued and 770,000common shares had been reserved for stock options.

4. The Company has been a reporting issuer underthe Securities Act (British Columbia) (the "B.C. Act")since February 13, 1981 and a reporting issuer under the SecuritiesAct (Alberta) (the "Alberta Act") since November 29,1999.

5. The Company is not in default of any requirementsof the B.C. Act or the Alberta Act.

6. The common shares of the Company are listedon the TSX Venture Exchange (formerly, the Canadian VentureExchange), and the Company is in compliance with all requirementsof the TSX Venture Exchange.

7. The Company is not a reporting issuer inOntario, and is not a reporting issuer, or equivalent, in anyother jurisdiction, except British Columbia and Alberta.

8. The Company has a significant connectionto Ontario for the reasons that significantly greater than 10per cent of the beneficial and registered shareholders of theCompany had, as at March 25, 2002, residence in Ontario, andthe mind and management of the Company are located in Ontario.

9. The continuous disclosure requirements ofthe B.C. Act and the Alberta Act are substantially the sameas the requirements under the Act.

10. The continuous disclosure materials filedby the Company under the B.C. Act since February 13, 1997 andunder the Alberta Act since November 29, 1999 are availableon the System for Electronic Document Analysis and Retrieval.

11. The Company has not been subject to anypenalties or sanctions imposed against the Company by a courtrelating to Canadian securities legislation or by a Canadiansecurities regulatory authority, and has not entered into anysettlement agreement with any Canadian securities regulatoryauthority.

12. Neither the Company nor any of its officers,directors nor, to the knowledge of the Company, its officersand directors, any of its controlling shareholders, has: (i)been the subject of any penalties or sanctions imposed by acourt relating to Canadian securities legislation or by a Canadiansecurities regulatory authority, (ii) entered into a settlementagreement with a Canadian securities regulatory authority, or(iii) been subject to any other penalties or sanctions imposedby a court or regulatory body that would be likely to be consideredimportant to a reasonable investor making an investment decision.

13. Neither the Company nor any of its officers,directors, nor to the knowledge of the Company, its officersand directors, any of its controlling shareholders, is or hasbeen subject to: (i) any known ongoing or concluded investigationsby: (a) a Canadian securities regulatory authority, or (b) acourt 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 officers or directors of theCompany, nor to the knowledge of the Company, its officers anddirectors, any of its controlling shareholders, is or has beenat the time of such event an officer or director of any otherissuer which is or has been subject to: (i) any cease tradeor similar orders, or orders that denied access to any exemptionsunder Ontario securities law, for a period of more than 30 consecutivedays, within the preceding 10 years; or (ii) any bankruptcyor insolvency proceedings, or other proceedings, arrangementsor compromises with creditors, or the appointment of a receiver,receiver-manager or trustee, within the preceding 10 years.

AND UPON the Commission being satisfiedthat to do so would not be prejudicial to the public interest;

IT IS HEREBY ORDERED pursuant to subsection83.1(1) of the Act that the Company be deemed a reporting issuerfor the purposes of Ontario securities law.

May 15, 2002.

"Margo Paul"