RBC Dominion Securities Inc., CIBC World Markets Inc., TD Securities Inc., Scotia Capital Inc., BMO Nesbitt Burns Inc. and BCE Emergis Inc. - MRRS Decision Document

Headnote

ApplicableOntario Statutory Provisions

RegulationsCited

Regulationmade under the Securities Act, R.R.O. 1990, Reg. 1015, as am.,ss. 224(1)(b), 233.

INTHE MATTER OF

THECANADIAN SECURITIES LEGISLATION OF

QUEBEC,ALBERTA, ONTARIO AND NEWFOUNDLAND

AND

INTHE MATTER OF

THEMUTUAL RELIANCE REVIEW SYSTEM

FOREXEMPTIVE RELIEF APPLICATIONS

AND

INTHE MATTER OF

RBCDOMINION SECURITIES INC., CIBC WORLD MARKETS INC.,

TDSECURITIES INC., SCOTIA CAPITAL INC., BMO NESBITT BURNS INC.

ANDBCE EMERGIS INC.

MRRSDECISION DOCUMENT

WHEREAS an application has been received by the securities commission (the "Decision Maker") of Quebec,Alberta, Ontario and Newfoundland (the "Jurisdictions")from RBC Dominion Securities Inc. ("RBCDS"),CIBC World Markets Inc. ("CIBCWM"), NationalBank Financial Inc. ("NBF"), TD SecuritiesInc. ("TDS"), Scotia Capital Inc. ("Scotia")and BMO Nesbitt Burns Inc. ("BMONB") (the "Underwriters")for a decision pursuant to the securities legislation of Quebec,Alberta, Ontario and Newfoundland (the "Legislation")that the requirements to comply with the rule against actingas underwriter in connection with a distribution of securitiesof a connected issuer of the Underwriters (the "Independent Underwriter Requirement") contained in the Legislationshall not apply to the Underwriters in connection with an offering(the "Offering") of Common Shares of BCE EmergisInc. (the "Issuer") to be made by means of a prospectus (the "Prospectus");

WHEREAS pursuant to the Mutual Reliance Review Systemfor Exemptive Relief Applications (the "ERA")the Commission des valeurs mobilières du Québecis the principal regulator for this application;

AND WHEREAS the Issuer and the Underwriters have representedto the Decision Makers that:

1.The Issuer was incorporated under the Canada Business CorporationsAct on December 11, 1986.

2.The Issuer is a reporting issuer under the Legislation and isnot in default of any requirement under the legislation.

3.The Issuer will file a preliminary prospectus on November 8,2001 (the "Preliminary Prospectus") in allCanadian provinces in order to qualify the distribution of CommonShares at a price of $38.75.

4.Pursuant to the terms of an underwriting agreement (the "UnderwritingAgreement") between the Issuer and the underwriters,the underwriters will agree to act as underwriters in connectionwith the Offering. The proportionate share of the Offering tobe underwritten by each of the underwriters is as follows:

Underwriter Name Proportionate

Share of Offering

5.BCE Emergis has a term loan with remaining payments of $4.5million (the "Term Loan") and an undrawn lineof credit under which $8.0 million is available (the "BMOCredit Line") with the Bank of Montreal. BMONB is controlledby the Bank of Montreal ("BMO").

6.BCE Emergis has a capital lease credit facility under which$30 million is available and which currently has $24.5 milliondrawn (the "RB Capital Lease"), and an undrawnline of credit under which $8.0 million is available (the "RBCredit Line"), with the Royal Bank of Canada ("RBC").RBCDS is controlled by RBC.

7.The Term Loan, the BMO Credit Line, the RB Capital Lease andthe RB Credit Line are collectively referred to as the "Facilities".

8.BCE Emergis is currently in preliminary discussions relatingto a possible 3-year credit facility (the "ProposedCredit Facility") which could include a syndicate incorporatingcertain banks that control other Underwriters. There is no definitiveindication as to what the syndicate could be at this time.

9.RBCDS, BMO or any of the other underwriters that could be controlledby banks that could be members of the syndicate for the ProposedCredit Facility, namely CIBCWM, NBF, TDS and Scotia (the "PotentialNon-Independent Underwriters") will not benefit inany manner from the Offering other than the payment of theirfee in connection with the distribution.

10.RBC, BMO or any other bank that controls CIBCWM, Scotia, NBFor TDS did not participate in the decision to make the Offeringnor in the determination of the terms of the distribution.

11.Raymond James Ltd., Yorkton Securities Inc. and Thomson Kernaghan& Co. Limited are not controlled by a bank that may becomea member of the syndicate under the Proposed Credit Facility.

12.BCE Emergis is in good financial condition, is in compliancewith its obligations under the Facilities and is not under anyfinancial pressure to complete the Offering.

13.The proceeds of the Offering will not be used to repay the Facilitiesor the Proposed Credit Facility, if such Proposed Credit Facilityis in place when the Prospectus is filed.

14.The Prospectus would contain the information required by Appendix"C" to Multilateral Instrument 33-105 Underwriting Conflicts(the "Proposed Instrument"). Such informationwould only be included in relation to the Potential Non-IndependentUnderwriters if a binding agreement was reached on the ProposedCredit Facility prior to the filing of the Prospectus and bankswhich controlled such Potential Non-Independent Underwriterswere included in the Proposed Credit Facility syndicate.

15.The Issuer is not a "related issuer", as defined in the ProposedInstrument of any of the Underwriters for the purposes of theOffering. In addition, the Issuer is not a "specified party",as the term is defined in the Proposed Instrument.

16.The certificate in the Prospectus will be signed by each ofthe Underwriters as required by the legislation.

AND UPON being satisfied that doing so would not beprejudicial to the public interest to grant the relief requested.

AND WHEREAS under the System, this MRRS Decision Documentevidences the decision of each Decision Maker (collectively,the "Decision");

AND WHEREAS each of the Decision Makers is satisfiedthat the test contained in the Legislation that provides theDecision Maker with the jurisdiction to make the Decision hasbeen met;

TheDecision of the Decision Makers under the Legislation is thatthe Independent Underwriter Requirement shall not apply to theUnderwriters in connection with the Offering. November 15, 2001. "Jean Lorrain"