Securities Law & Instruments

Headnote

Application for an order that the issuer is not a reporting issuer.

Ontario Statutes

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10).

January 14, 2010

I.C.T.C. Holdings Corporation
c/o Jennifer Traub
Cassels Brock & Blackwell LLP
40 King Street West
Scotia Plaza, Suite 2100
Toronto, Ontario
M5H 3C2

Dear Sir or Madam:

Re:
I.C.T.C. Holdings Corporation (the "Applicant") -- Application for a decision under the securities legislation of Ontario (the "Jurisdiction") that the Applicant is not a reporting issuer

The Applicant has applied to the Ontario Securities Commission (the "Decision Maker") for a decision under the securities legislation (the "Legislation") of the Jurisdiction that the Applicant is not a reporting issuer.

As the Applicant has represented to the Decision Maker that:

(a) the outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 security holders in Ontario and fewer than 51 security holders in total in Canada;

(b) no securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation;

(c) the Applicant is applying for a decision that it is not a reporting issuer in the Jurisdiction in which it is currently a reporting issuer; and

(d) the Applicant is not in default of any of its obligations under the Legislation as a reporting issuer,

the Decision Maker is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met and orders that the Applicant is not a reporting issuer.

"Naizam Kanji"
Deputy Director, Corporate Finance