BCSC

Exemption Orders (Discretionary)

CYBERSURF CORP.

2001 BCSECCOM 481

Headnote:

Mutual Reliance Review System for Exemptive Relief Applications - Relief granted to senior officers of the issuer and its subsidiaries from the requirement to file insider reports (subject to certain conditions) for common shares of the issuer acquired through the issuer’s employee share purchase plan.

Applicable British Columbia Provisions

Securities Act, R.S.B.C. 1996, c. 418, ss. 87 and 91

IN THE MATTER OF THE SECURITIES LEGISLATION OF THE PROVINCES OF BRITISH COLUMBIA, ALBERTA AND ONTARIO

AND

IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF CYBERSURF CORP.

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatory authority or regulator (the “Decision Maker”) in each of British Columbia, Alberta, and Ontario (the “Jurisdictions”) received an application from Cybersurf Corp. (the “Corporation”) for a decision pursuant to the securities legislation of the Jurisdictions (the “Legislation”) that the requirements contained in the Legislation for an insider of a reporting issuer or the equivalent thereof to file insider reports disclosing the insider’s direct or indirect beneficial ownership of, or control or direction over, securities of the reporting issuer (the “Insider Reporting Requirement”) shall not apply to the acquisition by senior officers of the Corporation and its subsidiaries (“Senior Officers”) of certain securities of the Corporation pursuant to the Corporation’s employee share purchase plan (the “Share Purchase Plan”) under certain conditions;

AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the “MRRS System”), the Alberta Securities Commission (“ASC”) is the principal regulator for this Application;

AND WHEREAS the Corporation has represented to the Decision Makers that:

1. the Corporation is incorporated pursuant to the provisions of the Business Corporations Act (Alberta) and its head office is located in Calgary, Alberta;

2. the Corporation is a reporting issuer or the equivalent in British Columbia, Alberta and Ontario and is not in default of any of the requirements of the Legislation;

3. the Corporation is authorized to issue an unlimited number of Common shares ("Common Shares") and an unlimited number of preferred shares. As of March 19, 2001 the corporation has 32,120,413 common shares issued and outstanding. The Common Shares are listed for trading on The Canadian Venture Exchange Inc.;

4. Cybersurf Technologies Corp. and 3web Corp. are subsidiaries of the Corporation;

5. securities of the Corporation are purchased on behalf of the Senior Officers by an arm’s length, third party administrator of the Share Purchase Plan (the “Administrator”);

6. purchases by the Administrator are made in accordance with the terms of the Share Purchase Plan and not as a result of instructions received by the Administrator directly from the Senior Officers;

7. except for making elections with respect to contributions to the Share Purchase Plan, a Senior Officer has no authority to determine the prices or times at which Common Shares are purchased on his or her behalf under the Share Purchase Plan; and

8. the Share Purchase Plan is an “automatic securities purchase plan” as defined in the proposed National Instrument 55-101 of the Canadian Securities Administrators;

AND WHEREAS pursuant to the MRRS System, this MRRS Decision Document evidences the decision of each Decision Maker (collectively, the “Decision”);

AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Makers with the jurisdiction to make the Decision has been met;

THE DECISION of the Decision Makers pursuant to the Legislation is that the insider reporting requirements in the Legislation shall not apply to the acquisition by a Senior Officer of Common Shares pursuant to the Share Purchase Plan, provided that:

1. Each Senior Officer who is a participant in the Share Purchase Plan (a “Participant”) shall file, in the form prescribed for the insider reporting requirements in the Legislation, a report disclosing all acquisitions of Common Shares under the Share Purchase Plan that have not been previously reported by or on behalf of the Participant:

(a) for any Common Shares acquired under the Share Purchase Plan which have been disposed of or transferred, within the time required by the Legislation for reporting the disposition or transfer; and

(b) for any Common Shares acquired under the Share Purchase Plan during a calendar year which have not been disposed of or transferred, within 90 days of the end of the calendar year.

2. Such exemption shall not apply to the acquisition of securities of the corporation pursuant to a lump sum provision of the Share Purchase Plan.

3. Such exemption is not available to a Participant who beneficially owns, directly or indirectly, voting securities of the Corporation, or exercises control or direction over voting securities of the Corporation, or a combination of both, that carry more than 10% of the voting rights attaching to all of the Corporation’s outstanding voting securities.

4. The Decision shall terminate on the effective date of the proposed National Instrument 55-101 or any legislation or rule dealing with similar exemptions from insider reporting requirements.

DATED at Edmonton, Alberta on April 2, 2001.

Agnes Lau, CA
Deputy Director, Capital Markets