Securities Law & Instruments

Headnote

Issuer deemed to have ceased to be reportingissuer under the Act.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.,ss. 1(1), 6(3) and 83.

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5,AS AMENDED (The "Act")

AND

IN THE MATTER OF

MULTIACTIVE SOFTWARE INC.

 

ORDER

WHEREAS the Ontario Securities Commission(the "Commission") has received an application fromMultiactive Software Inc. ("Multiactive") for a decisionpursuant to section 83 of the Act that the Multiactive be deemedto have ceased to be a reporting issuer under the provisionsof the Act;

AND UPON Multiactive having representedto the Commission that:

1. Multiactive became a Reporting Issuer inOntario on July 23, 1997.

2. The authorized capital of Multiactive consistsof an unlimited number of common shares of which 62,677,123common shares are issued and outstanding as at December 11,2002 (the "Shares"). Pursuant to a plan of arrangementcompleted under Section 192 of the Canada Business CorporationsAct, on December 11, 2002, holders of the Shares exchangedtheir Shares for common shares in the capital of MaximizerSoftware Inc. ("Maximizer"), a corporation incorporatedunder the Canada Business Corporations Act; and holdersof options to purchase the Shares exchanged their optionsfor options to purchase common shares in the capital of Maximizer(the "Arrangement").

3. As a result of the Arrangement, all ofthe issued and outstanding Shares are now held by Maximizer,such that Maximizer is the sole shareholder of Multiactive.

4. Other than the Shares, Multiactive hasno other securities, including debt securities, outstanding.

5. Multiactive is not in default of any ofits obligations as a reporting issuer under the securitieslegislation of Ontario.

6. The common shares of Multiactive were delistedfrom trading on the Toronto Stock Exchange on December 16,2002, pursuant to an application for the substitutional listingof the common shares of Maximizer. Accordingly, Maximizeris currently a Reporting Issuer in Ontario.

7. No securities of Multiactive are listedor posted for trading on any stock exchange or market in Canada.

8. It is not the present intention of Multiactiveto seek public financing by way of an offering of securities.

AND UPON the Commission being satisfiedthat to do would not be prejudicial to the public interest;

IT IS ORDERED, pursuant to section 83of the Act that Multiactive be deemed to have ceased to be areporting issuer under the provision of the Act.

January 9, 2003.

"John Hughes"