Exemption Orders (Discretionary)

QUESTEC, INC.


2001 BCSECCOM 1115



ORDER UNDER SECTION 88 OF THE SECURITIES ACT, R.S.B.C. 1996, c. 418

QUESTEC, INC.

Background

[para 1]
Questec, Inc. applied to be deemed to cease to be a reporting issuer;

Representations

[para 2]
Questec represents that:

1. it was incorporated under the laws of British Columbia and continued into the State of Wyoming;

2. it is a reporting issuer under the Act and is not in default of any of the requirements of the Act or the Securities Rules, B.C. Reg. 194/97;

3. it is subject to the reporting requirements of the Securities Exchange Act of 1934 of the United States (1934 Act) and is not in default of any requirements under the 1934 Act;

4. its authorized capital consists of 80,000,000 common shares and 20,000,000 preferred shares, of which only 34,265,542 common shares were issued and outstanding as of August 15, 2001;

5. its common shares are traded on the NASD OTC Bulletin Board and are not listed or quoted on any other exchange or market in Canada or elsewhere;

6. as of August 15, 2001, 3,120,951 common shares, representing approximately 9.11% of its total outstanding common shares, were held by 18 Canadian holders, including intermediaries, and of those holders, 15 have addresses in British Columbia;

7. it has no other securities, including debt securities, outstanding;

8. its management, assets and business are primarily located in the United States and its business is conducted exclusively outside of Canada;

9. there is no market in Canada for its common shares;

10. it will comply with Rule 14a-13 under the 1934 Act with respect to Canadian intermediaries, so that beneficial owners of common shares resident in Canada will continue to receive copies of all disclosure materials provided to holders of common shares resident in the United States; and

11. it does not intend to seek public financing by way of an offering of its securities in Canada;




Order

[para 3]
Because it is not prejudicial to the public interest, the Executive Director orders, under section 88 of the Act, that Questec is deemed to cease to be a reporting issuer.

[para 4]
DATED November 27, 2001.




Derek E. Patterson
Manager