Securities Law & Instruments

Headnote

Issuer has one securityholder - Issuer deemedto have ceased to be a reporting issuer in May 2002 - Issuerdeemed to have ceased to be offering its securities to the publicunder the Business Corporations Act (Ontario).

Applicable Ontario Statutory Provisions

Business Corporations Act, R.S.O. 1990, c. B.16,as am., s. 1(6).

IN THE MATTER OF
THE BUSINESS CORPORATIONS ACT (ONTARIO)
R.S.O. 1990, c. B.16, AS AMENDED (the "OBCA")

AND

IN THE MATTER OF
MGI SOFTWARE CORP.

ORDER
(Subsection 1(6) of the OBCA)

UPON the application of MGI SoftwareCorp. ("MGI") to the Ontario Securities Commission(the "Commission") for an order pursuant to subsection1(6) of the OBCA deeming MGI to have ceased to be offering itssecurities to the public;

AND UPON considering that, by a MRRSDecision Document dated May 28, 2002, MGI was deemed to haveceased to be a reporting issuer under the securities legislationof Alberta, Saskatchewan, Ontario, Québec, New Brunswick,Nova Scotia, Newfoundland and Labrador;

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

AND UPON MGI having represented to theCommission that:

1. MGI is a corporation governed by the OBCA;

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

3. 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;

4. 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;
5. The Common Shares were delisted from The Toronto Stock Exchangeon February 6, 2002 and no securities of MGI are listed or quotedon any exchange or market;

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

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

AND UPON the Commission being satisfiedthat the test contained in subsection 1(6) of the OBCA thatprovides the Commission with the jurisdiction to make the Orderhas been met;

IT IS ORDERED, pursuant to subsection1(6) of the OBCA, that MGI is deemed to have ceased to be offeringits securities to the public for purposes of the OBCA effectiveas of the date of this Order.

August 6, 2002.

"H. Lorne Morphy"    "HaroldP. Hands"