Securities Law & Instruments


Mutual Reliance Review System for ExemptiveRelief Applications - Relief from the requirement to send aninformation circular by prepaid mail, subject to certain conditions.

Applicable Ontario Statutes

Securities Act, R.S.O. 1990, c.S.5, as am.,ss. 88(2)(b).













WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof British Columbia, Alberta, Saskatchewan and Ontario (the"Jurisdictions") has received an application fromMultiactive Software Inc. (the "Filer") for a decisionunder the securities legislation of the Jurisdictions (the "Legislation")that the requirement contained in the Legislation to deliverprinted copies of the Information Circular to the Filer's registeredand non-registered shareholders shall not apply to the Filerin connection with its proposed plan of arrangement (the "Arrangement");

AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the British Columbia Securities Commission is the principalregulator in this application;

AND WHEREAS, unless otherwise defined,the terms herein have the meaning set out in National Instrument14-101 Definitions or in Quebec Commission Notice 14-101;

AND WHEREAS the Filer has representedto the Decision Makers that:

The Filer is a corporation formed by amalgamationunder the Canada Business Corporations Act.

1. the Filer's head office is located in BritishColumbia;

2. the Filer is a reporting issuer in theProvinces of British Columbia, Alberta, Saskatchewan and Ontario;

3. the Filer is up to date with all its filingsunder the Legislation in British Columbia, Alberta, Saskatchewanand Ontario and the Canada Business Corporations Act;

4. the Filer plans to seek court approvalof an arrangement (the "Arrangement") involvingthe Filer, its shareholders and its wholly-owned subsidiary,Maximizer Software Inc. ("Maximizer");

5. in connection with the proposed Arrangement,the Filer will be calling a special or extraordinary shareholder'smeeting to approve the Arrangement on November 12, 2002;

6. the proposed Arrangement is an internalreorganization which does not trigger dissent rights;

7. a group of three significant shareholdershold a sufficient number of votes to approve the Arrangementand have indicated their intention to vote in favour of theArrangement;

8. the Filer has over 8,000 shareholders,approximately 15% of whom own less than 200 shares;

9. the current trading value of the Filer'sshares is $0.11;

10. the cost to print and mail the InformationCircular will be approximately $6.00 per copy and the Filerwill be required to send over 8,000 copies of the InformationCircular;

11. the costs and expense of mailing a printedcopy of the Information Circular to all of the Filer's shareholdersin connection with the special and extraordinary meeting ofthe shareholders that would be incurred by the Filer willbe substantially reduced by delivering the Information Circularthrough electronic means;

12. having regard to the provisions of NationalPolicy 11-201 Delivery of Documents by Electronic Means relatingto the electronic delivery or access to a document, the Filerwill ensure that:

(a) its shareholders receive written notice,by mail, that the Information Circular is electronicallyavailable to them;

(b) its shareholders are provided with asummary of the Information Circular (the "Summary")that contains a succinct and clear outline of the Arrangementproposed, with references to where and how the full textof the Information Circular may be accessed electronicallyor provided to the shareholder in printed form, free ofcharge;

(c) its shareholders have access to theInformation Circular, either electronically through oneof more websites designated in the notice referred to inparagraph (a) or by requesting and receiving from the Fileror its transfer agent, a printed copy of the InformationCircular, free of charge; and

(d) the Information Circular available electronicallyto shareholders is identical in its content to the printedcopy of that document;

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 Makers underthe Legislation is that the requirement contained in the Legislationto deliver printed copies of the Information Circular to theFiler's registered and non-registered shareholders shall notapply to the Filer in connection with the proposed Arrangement,provided that the Filer ensures that in connection with thepreparation of the meeting materials associated with the Filer'sspecial and extraordinary meeting of the shareholders:

(a) printed copies of the respective noticeof special or extraordinary meeting, the Summary and formof proxy are delivered to the Filer's shareholders by mail,which notice states that the Information Circular is availableto them electronically or in its printed form;

(b) the Filer's shareholders are providedwith access to the Information Circular

(i) electronically, through the websitesdesignated in the notice referred to in paragraph (a);or

(ii) in its printed form, by requestingand receiving from the Filer or its transfer agent, aprinted copy of the Information Circular free of charge;and

(c) the Information Circular available electronicallyto shareholders is identical in its content to the printedcopy of that document.

October 21, 2002.

"Brenda Leong"