Securities Law & Instruments

Headnote

Relief to permit shorter restrictedperiods and seasoning periods reflected in Multilateral Instrument45-102 Resale of Securities to be applicable to stock optionsto distributed to issuer's employees, directors, senior officersand consultants under Rule 45-503 Trades to Employees, Executivesand Consultants.

Rules

Multilateral Instrument 45-102Resale of Securities.

Rule 45-503 Trades to Employees,Executives and Consultants.

IN THE MATTER OF

THE SECURITIES ACT, R.S.O.1990, CHAPTER S.5,

AS AMENDED (the "Act")

AND

ONTARIO SECURITIES COMMISSIONRULE 45-503 -

TRADES TO EMPLOYEES, EXECUTIVESAND CONSULTANTS

("Rule 45-503")

AND

IN THE MATTER OF

TIGERTEL COMMUNICATIONS INC.

ORDER

(Section 12.1 of Rule 45-503)

UPON the applicationof TigerTel Communications Inc. ("TigerTel") to theDirector (the "Director") of the Ontario SecuritiesCommission for an order pursuant to section 12.1 of Rule 45-503exempting TigerTel from Part 9 of Rule 45-503;

AND UPON consideringthe application and the recommendation of the staff of the Commission;

AND UPON TigerTel havingrepresented to the Director as follows:

1. TigerTel was created byamalgamation under the provisions of the Canada BusinessCorporations Act on May 1, 2002.

2. TigerTel carries on thebusiness of providing outsourced communications and customerrelations services. TigerTel's head office is located at #220-2560Matheson Boulevard East, Mississauga, Ontario.

3. TigerTel employs approximately436 people, approximately 20% of whom are located in Ontario.A significant portion of TigerTel's outstanding shares are,to the best of TigerTel's knowledge, owned by persons residentin Ontario.

4. TigerTel is a reportingissuer in British Columbia and Alberta and has, by virtueof the reporting issuer status of one of TigerTel's predecessors,been a reporting issuer in those provinces for more than 12months. The continuous disclosure materials filed by TigerTelas a reporting issuer in the provinces of British Columbiaand Alberta are available on the System for Electronic DocumentAnalysis and Retrieval. TigerTel is not a reporting issuerin Ontario.

5. The Board of Directorsof TigerTel has adopted a Stock Option Plan (the "Plan")pursuant to which stock options may be granted to TigerTel'semployees, directors, senior officers and consultants. ThePlan has not yet been approved by the shareholders of TigerTel.TigerTel has, however, granted stock options under the Planto persons in British Columbia, Alberta, Manitoba, Ontario,Quebec and Nova Scotia, but they may not be exercised unlessand until the Plan is approved by the shareholders of TigerTel.The TSX Venture Exchange accepted the Plan on May 3, 2002.

6. Pursuant to MultilateralInstrument 45-102 ("MI45-102"), common shares ofTigerTel ("Common Shares") issued pursuant to theexercise of stock options granted under the Plan are not subjectto a "hold period" in British Columbia, Alberta,Manitoba and Nova Scotia.

7. Pursuant to Part 9 of Rule45-503, Common Shares issued pursuant to the exercise of stockoptions granted under the Plan are subject to an indefinite"hold period" in Ontario.

AND WHEREAS the Directoris satisfied that it would not be prejudicial to the publicinterest to grant the relief requested;

IT IS HEREBY ORDEREDpursuant to section 12.1 of Rule 45-503 that:

(a) the first trade in asecurity of TigerTel distributed to a person or company,other than an associated consultant or investor consultantof TigerTel (as such terms are defined in Rule 45-503),under the exemption from the requirement of section 53 ofthe Act in section 2.2, 3.1, 3.2, 3.3, 5.1 or 8.1 of Rule45-503, shall be exempt from the requirements set out insubsection 9.1(1) of Rule 45-503, provided that such firsttrade is subject to section 2.6 of MI 45-102;

(b) the first trade in asecurity of TigerTel distributed to an associated consultantor investor consultant of TigerTel under the exemption fromthe requirement of section 53 of the Act in section 2.2,5.1 or 8.1 of Rule 45-503, shall be exempt from the requirementsset out in subsection 9.1(2) of Rule 45-503, provided that

(i) the first trade insuch security is subject to section 2.5 of MI 45-102;and

(ii) if the security distributedunder the exemption from the requirement of section 53of the Act in section 2.2, 5.1 or 8.1 of Rule 45-503 isa convertible security, exchangeable security or multipleconvertible security (as such terms are defined in subsections1.1(a), (b) and (g) of the proposed Amendments to OntarioSecurities Commission Rule 45-503 Trades to Employees,Executives and Consultants (2001) 24 OSCB 5569 (the"Proposed Amendments")), the first trade ofthe underlying security (as defined in subsection 1.1(h)of the Proposed Amendments) is subject to section 2.5of MI 45-102.

June 27, 2002.

"Iva Vranic"