BCSC

Exemption Orders (Discretionary)

MARKETU INC.

2001 BCSECCOM 642

IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418

AND

IN THE MATTER OF MARKETU INC.

Exemption Order Under Section 76

[para 1]
WHEREAS MarketU Inc. has applied to the Executive Director for an order under section 76 of the Securities Act, R.S.B.C. 1996, c. 418 that intended trades in certain securities of MarketU be exempt from the requirements of section 61 of the Act;

[para 2]
AND WHEREAS MarketU has represented to the Executive Director that:

1. MarketU was incorporated on June 4, 1997 under the laws of the State of Nevada, is not a reporting issuer under the Act, but does have its securities registered under section 12 of the United States Securities Exchange Act of 1934;

2. the head office of MarketU and the majority of its directors are located in British Columbia;

3. the authorized capital of MarketU consists of 60,000,000 shares, of which 50,000,000 are common shares with a par value of $0.001 per share (“Common Shares”), and 10,000,000 are preferred shares with a par value of $0.001 per share (“Preferred Shares”); as at May 31, 2001, 9,704,184 Common Shares and 4,500,000 Preferred Shares were issued and outstanding;

4. the Preferred Shares are convertible into Common Shares on the basis of one Common Share for every one Preferred Share at any time at the option of the holder;

5. MarketU’s Common Shares are quoted for trading on the NASD OTC Bulletin Board; there is no market for the Securities in Canada and none is expected to develop;

6. the following securities of MarketU were distributed to British Columbia residents (the “Sellers”) pursuant to prospectus exemptions available under the Act:

(a) 2,720,680 Common Shares, 3,382,750 Preferred Shares, 1,072,902 share purchase warrants (exercisable into 1,072,902 Common Shares) and 500,000 stock options (exercisable into 500,000 Common Shares) held by certain control persons of MarketU;

(b) 168,146 Common Shares held by certain officers, employees, consultants and independent agents of MarketU; and

(c) 275,848 Common Shares held by non-insiders of MarketU;

(the above Common Shares, including the Common Shares issuable upon the conversion of the Preferred Shares and the exercise of the share purchase warrants and stock options, are hereinafter referred to as the “Securities”);

7. an initial Form SB-2 has been filed, along with an Amendment #1, with the Securities and Exchange Commission in the United States and MarketU intends to file an effective Form SB-2 prospectus document (the “U.S. Prospectus”) under the United States Securities Act of 1933 to qualify the re-sale of the Securities in the United States;

8. it is expected that the Sellers will resell the Securities on the NASD OTC Bulletin Board in the United States;

9. trades of the Securities by the Sellers will be conducted solely through a registered dealer in British Columbia; and

10. the Sellers are not able to rely on British Columbia Instrument 72-502 Trades in Securities of U.S. Registered Issuers for the resale of the Securities in the United States upon the filing of the U.S. Prospectus by MarketU;

[para 3]
AND WHEREAS the Executive Director considers that to do so would not be prejudicial to the public interest;

[para 4]
IT IS ORDERED under section 76 of the Act that section 61 of the Act does not apply to the intended trades of the Securities by the Sellers provided that:

(a) MarketU files a copy of the U.S. Prospectus with the British Columbia Securities Commission;

(b) neither MarketU nor the Sellers take any actions for the purpose of, or that could reasonably be expected to have the effect of, preparing the market in British Columbia, or creating a demand in British Columbia, for the Securities;

(c) no acts, conduct, advertisements, solicitations or negotiations in furtherance of the trades of the Securities by the Sellers is undertaken by MarketU or the Sellers in British Columbia;

(d) no extraordinary commission or other consideration is paid to a person or company in respect of the trades;

(e) if the Seller is an insider or officer of MarketU, the Seller has no reasonable grounds to believe that MarketU is in default of securities legislation; and

(f) the trades are executed through an exchange or market outside Canada or to a person or company that is not a resident of British Columbia.

[para 5]
DATED June 13, 2001.

Brenda Leong
Director