Exemption Orders (Discretionary)

DOCUCORP INTERNATIONAL, INC.


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

AND

IN THE MATTER OFDOCUCORP INTERNATIONAL, INC.


Exemption Order Under Sections 48 and 76


WHEREAS DocuCorp International, Inc. has applied to the Executive Director for an order under sections 48 and 76 of the Securities Act, R.S.B.C. 1996, c. 418 that certain intended trades in the securities of DocuCorp in connection with a rights offering by DocuCorp, are exempt from the requirements of sections 34(1)(a) and 61 of the Act;

AND WHEREAS DocuCorp has represented to the Executive Director that:

1. DocuCorp was incorporated under the laws of the State of Delaware and is not a reporting issuer under the Act;

2. the authorized capital of DocuCorp consists of 50,000,000 common shares, 7,000,000 Class B common shares and 1,000,000 preferred shares, of which 10,762,475 common shares will be issued and outstanding immediately prior to the completion of the rights offering;

3. Safeguard Scientifics Inc. was incorporated under the laws of the State of Pennsylvania, is registered under and is subject to the requirements of the United States Securities Exchange Act of 1934, and is not a reporting issuer under the Act;

4. the authorized capital of Safeguard consists of 100,000,000 common shares and 55,423 preferred shares, and as at January 31, 1998, there were 31,255,166 common shares issued and outstanding;

5. the common shares of Safeguard are listed and posted for trading on the New York Stock Exchange;

6. Safeguard is DocuCorp's largest shareholder, holding approximately 30.8% of the issued and outstanding common shares of DocuCorp;

7. DocuCorp filed with the Securities Exchange Commission (the “SEC”) a registration statement dated January 16, 1998, under which DocuCorp proposes to distribute to each holder of Safeguard common shares, one transferable right for every 5 Safeguard common shares (the “Rights Offering”) held on February 23, 1998;

8. up to March 31, 1998, a holder of a right may purchase one DocuCorp common share for one exercised right plus $5.00 (U.S.);

9. up to 6,400,000 common shares of DocuCorp will be offered as part of the Rights Offering, of which DocuCorp will distribute 3,680,000 common shares and certain selling shareholders, including Safeguard, (the “Selling Shareholders”) will distribute 2,720,000 common shares;

10. DocuCorp’s rights and common shares have been approved for quotation on the NASDAQ National Market;

11. in connection with the Rights Offering, each shareholder of Safeguard will be sent a copy of the final prospectus of Docucorp as filed with the SEC which contains prospectus level disclosure concerning the Rights Offering and DocuCorp;

12. as at February 6, 1998, there were two registered shareholders of Safeguard common shares in British Columbia (the “B.C. Holders”), representing 0.007 % of the total issued and outstanding Safeguard common shares, and assuming that all of the rights are exercised, the B.C. Holders will hold approximately 0.003% of the issued and outstanding common shares of DocuCorp;

13. the distribution of the rights would be exempt from the requirements of sections 34(1)(a) and 61 of the Act under sections 45(2)(8) and 74(2)(7), but for the fact that rights will be distributed to the common shareholders of Safeguard and not DocuCorp, the issuer of the rights; and

14. the distribution by the Selling Shareholders of the DocuCorp common shares upon exercise of the rights would be exempt from the requirements of sections 34(1)(a) and 61 of the Act under sections 45(2)(12)(iii) and 74(2)(11)(iii) of the Act, but for the fact that the DocuCorp common shares are distributed by the Selling Shareholders and not DocuCorp;

AND WHEREAS section 140(2) of the Securities Rules, R.B.C. Reg. 194/97, deems a trade in a security to be a distribution unless the issuer of the security is a reporting issuer for the 12 months immediately preceding the trade;

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

IT IS ORDERED effective February 23, 1998:

1. under sections 48 and 76 of the Act, that the intended trades in the rights by DocuCorp to the B.C. Holders are exempt from the requirements of sections 34(1)(a) and 61 of the Act;

2. under sections 48 and 76 of the Act, that the intended trades in the common shares of DocuCorp by the Selling Shareholders to the B.C. Holders are exempt from the requirements of sections 34(1)(a) and 61 of the Act;

3. under section 76 of the Act that any trade by a B.C. Holder in rights of DocuCorp and common shares of Docucorp acquired from the Selling Shareholders under this order is deemed to be a distribution unless such trades are made through the facilities of a stock exchange or market outside Canada in accordance with all rules and laws applicable to such stock exchange or market; and

4. under section 76 of the Act that any trade by a B.C. Holder in common shares acquired from Docucorp is exempt from the requirements of section 61 of the Act provided such trades are made through the facilities of a stock exchange or market outside Canada in accordance with all rules and laws applicable to such stock exchange or market.

DATED at Vancouver, British Columbia, on February 26 , 1998.





Margaret Sheehy,
Director
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