Marshall-Barwick Inc. - MRRS Decision

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - issuer has only one holder of equity securitiesand has no outstanding debt securities other than those issuedto its bankers - issuer deemed to have ceased to be a reportingissuer.

Ontario Statutes

Securities Act, R.S.O. 1990, c. S.5, as am.,section 83.

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF THE PROVINCES OF

ALBERTA, SASKATCHEWAN,

ONTARIO AND QUEBEC

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

MARSHALL-BARWICK INC.

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof the provinces of Alberta, Saskatchewan, Ontario and Quebec(the "Jurisdictions") has received an applicationfrom Marshall-Barwick Inc. (the "Filer") for a decisionunder the securities legislation of each of the Jurisdictions(the "Legislation") that the Filer be deemed to haveceased to be a reporting issuer in each of the Jurisdictions;

AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Ontario Securities Commission is the principal regulatorfor this application;

AND WHEREAS, unless otherwise definedthe 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 as follows:

1. The Filer is the corporation continuingunder the Canada Business Corporations Act followingthe amalgamation (the "Amalgamation") on September19, 2002 of Marshall-Barwick ("Marshall-Barwick")and Marshares Inc. ("Marshares").

2. The head office of the Filer is locatedin Toronto, Ontario.

3. Marshall-Barwick was a reporting issuerin each of the Jurisdictions at the time of the Amalgamationand, as a result of the Amalgamation, the Filer became a reportingissuer in each of the Jurisdictions.

4. The Filer is not in default of any of therequirements of the Legislation.

5. Upon the Amalgamation:

(a) the issued common shares of Marshareswere converted into common shares of the Filer; and

(b) each issued common share of Marshall-Barwickwas converted into one redeemable preferred share of theFiler.

Effective September 23, 2002, all of theoutstanding redeemable preferred shares of the Filer wereredeemed for $4.40 per share.

6. As a result of the Amalgamation, all ofthe issued common shares of the Filer are owned by CanerectorsInc.

7. Except for the common shares referred toabove and for debt securities issued by the Filer to its bankersin connection with an operating line of credit and term loanfacility, the Filer has no securities outstanding.

8. The common shares of the Filer have beendelisted from the TSX Venture Exchange and no securities ofthe Filer are listed or quoted on any stock exchange or market.

9. The Filer has no present intention of seekingpublic financing by way of an offering of its securities inCanada.

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 Filer is deemed to have ceased tobe a reporting issuer under the Legislation.

November 25, 2002.

"John Hughes"