Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - Issuer has only one security holder -issuer deemed to have ceased to be a reporting issuer.

Applicable Ontario Statutory Provisions

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

IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ALBERTA, SASKATCHEWAN, ONTARIO,
QUÉBEC, NEW BRUNSWICK, NOVA SCOTIA,
NEWFOUNDLAND AND LABRADOR

AND

IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF
MGI SOFTWARE CORP.

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof Alberta, Saskatchewan, Ontario, Québec, New Brunswick,Nova Scotia, Newfoundland and Labrador (the "Jurisdictions")has received an application from MGI Software Corp. ("MGI")for a decision pursuant to the securities legislation (the "Legislation")of the Jurisdictions deeming MGI to have ceased to be a reportingissuer under the Legislation;

AND WHEREAS pursuant to the Mutual RelianceReview System for Exemptive Relief Applications (the "System")the Ontario Securities Commission is the principal regulatorfor this application;

AND WHEREAS MGI has represented to theDecision Makers that:

1. MGI is a corporation governed by the BusinessCorporations Act (Ontario) (the "OBCA");

2. MGI's head office is located in RichmondHill, Ontario;

3. MGI is a reporting issuer, or the equivalent,in each of the Jurisdictions;

4. MGI is not in default of any of its obligationsas a reporting issuer under the Legislation;

5. MGI's authorized capital consists of an unlimitednumber of common shares (the "Common Shares") of which43,634,467 Common Shares were issued and outstanding as of January31, 2002;

6. On January 31, 2002, Roxio, Inc. ("Roxio")through an indirect wholly-owned subsidiary acquired all ofthe outstanding Common Shares (excluding shares held by or onbehalf of Roxio and those shares for which dissent rights wereexercised and perfected which were acquired directly by Roxio)pursuant to a plan of arrangement governed by s.182 of the OBCA;

7. The Common Shares were delisted from TheToronto Stock Exchange on February 6, 2002 and no securitiesof MGI are listed or quoted on any exchange or market;

8. MGI has no securities, including debt securities,outstanding other than the Common Shares; and

9. MGI does not intend to seek public financingby way of an offering of securities.

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 thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;

THE DECISION of the Decision Makerspursuant to the Legislation is that MGI is deemed to have ceasedto be a reporting issuer under the Legislation effective asof the date of this Decision.

May 28, 2002.

"Margo Paul"