iPerformance Fund Inc. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - Relief under subsection 116(1) of the Act from theregistration and prospectus requirements under sections 54 and 81 of the Act in connection with the transfer of securitiesof an issuer by former officers and directors of the issuer to a current officer and director of the issuer.

Applicable Alberta Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as amended - ss. 25, 53, and 74(1).

IN THE MATTER OF

THE SECURITIES LEGISLATION

OF ALBERTA AND ONTARIO

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

iPERFORMANCE FUND INC.

MRRS DECISION DOCUMENT

1. WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of Alberta andOntario (the "Jurisdictions") has received an application from iPerformance Fund Inc. ("iPerformance") for adecision under the securities legislation of the Jurisdictions (the "Legislation") that the requirements under theLegislation to be registered to trade in a security (the "Registration Requirement") and to file and obtain areceipt for a preliminary prospectus and a prospectus (the "Prospectus Requirement") shall not apply to thetrade by certain former directors and officers of iPerformance of certain common shares of iPerformance to acurrent director and officer of iPerformance;

2. AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the"System") the Alberta Securities Commission is the principal regulator for this application;

3. AND WHEREAS iPerformance has represented to the Decision Makers that:

3.1 iPerformance is a corporation existing under the Business Corporations Act (Alberta);

3.2 iPerformance is a reporting issuer in Alberta and British Columbia, but is not a reporting issuer inOntario;

3.3 iPerformance has been a reporting issuer in Alberta since July 12, 2000 and in British Columbia sinceOctober 4, 2000;

3.4 the authorized capital of iPerformance includes an unlimited number of common shares ("CommonShares");

3.5 there are currently 17,158,350 Common Shares issued and outstanding;

3.6 the Common Shares are listed and posted for trading on the Canadian Venture Exchange ("CDNX");

3.7 iPerformance is a CPC as defined in CDNX Policy 2.4 (the "Policy");

3.8 iPerformance completed its Qualifying Transaction, as defined in the Policy, effective January 12,2001, subject to the issuance by the CDNX of a bulletin in accordance with the Policy;

3.9 in connection with the completion by iPerformance of its Qualifying Transaction, certain shareholdersof iPerformance (the "Selling Shareholders") have agreed (the "Agreement") to sell a total of 666,667Common Shares (the "Subject Shares") held by them to Toreigh Stuart (the "Purchaser") at a priceof $0.25 per share;

3.10 the Selling Shareholders and the number of Common Shares to be sold by each under the Agreementare as follows:

3.11 each of the Selling Shareholders is a former director or officer of iPerformance or is a corporationcontrolled by such an individual;

3.12 there are Selling Shareholders resident in each of the Jurisdictions;

3.13 the Purchaser is an officer and director of iPerformance;

3.14 the Purchaser is resident in Ontario;

3.15 the Subject Shares are subject to certain escrow restrictions imposed by the CDNX;

3.16 the Purchaser and the Selling Shareholders have applied to the CDNX to have the Subject Sharestransferred within escrow from the Selling Shareholders to the Purchaser;

3.17 the Selling Shareholders acquired the Subject Shares under exemptions from the RegistrationRequirement and Prospectus Requirement existing under the Legislation concerning the securitiesof private issuers or companies;

3.18 no exemptions from the Registration Requirement and Prospectus Requirement exist under theLegislation to permit the proposed trade by the Selling Shareholders of the Subject Shares to thePurchaser under the Agreement;

4. AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each DecisionMaker (collectively, the "Decision");

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

6. THE DECISION of the Decision Makers under the Legislation is that the trade by the Selling Shareholders ofthe Subject Shares to the Purchaser under the Agreement shall not be subject to the Registration Requirementand the Prospectus Requirement provided that the first trade in a Jurisdiction of Subject Shares shall bedeemed a distribution under the Legislation of such Jurisdiction (the "Applicable Legislation") unless:

6.2.1 at the time of the first trade, iPerformance is and has been a reporting issuer under the ApplicableLegislation for the 12 months immediately preceding the trade;

6.2.2 no unusual effort is made to prepare the market or create a demand for the Subject Shares;

6.2.3 no extraordinary commission or consideration is paid to a person or company in respect of the trade;

6.2.4 if the seller of the securities is an insider or officer iPerformance, the seller has no reasonable groundsto believe that iPerformance is in default of any requirement of the Applicable Legislation; and

6.2.5 the trade is not a trade from the holdings of any person, company or combination of persons orcompanies that holds a sufficient number of securities of iPerformance so as to affect materially thecontrol of iPerformance or more than twenty percent of the outstanding voting securities ofiPerformance, except where there is evidence showing that the holding of those securities does notaffect materially the control of iPerformance.

March 12, 2001.

"James E. Allard"       "John W. Cranston"