Phoenix Technology Services Inc. - ss. 83.1(1)

February 10, 2003

Order

Headnote

Subsection 83.1(1) - reporting issuer in Albertaand British Columbia that is listed on the TSX Venture - deemedto be a reporting issuer in Ontario.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am.ss. 83(1).

Policies Cited

Policy 12-602 - Deeming an Issuer from CertainOther Canadian Jurisdictions to be a Reporting Issuer in Ontario(2001) 24 OSCB 1531.

IN THE MATTER OF

THE SECURITIES ACT

R.S.O. 1990. CHAPTER S. 5,AS AMENDED (the "Act")

AND

IN THE MATTER OF

PHOENIX TECHNOLOGY SERVICESINC.

ORDER

(Subsection 83.1(1))

UPON the application of Phoenix TechnologyServices Inc. ("Phoenix") for an order pursuant tosubsection 83.1(1) of the Act deeming Phoenix to be a reportingissuer for the purposes of Ontario securities law;

AND UPON considering the applicationand the recommendation of the staff of the Commission;

AND UPON Phoenix representing to theCommission as follows:

1. Nevis Energy Services Ltd. ("Nevis")has been a reporting issuer in the Province of Alberta sinceSeptember 27, 1996 and in the Province of British Columbiasince November 29, 1999;

2. On November 1, 2002 Nevis and 1003053 AlbertaLtd. ("1003053") amalgamated pursuant to the provisionsof the Business Corporations Act (Alberta) and continuedas a single corporation under the name Phoenix TechnologyServices Inc. (the "Amalgamation");

3. Phoenix assumed the reporting issuer statusof Nevis upon the Amalgamation and has been a reporting issuerin the provinces of British Columbia and Alberta since November1, 2002;

4. Other than in the provinces of Albertaand British Columbia, Phoenix is not a reporting issuer orpublic company under the securities legislation of any otherjurisdiction in Canada;

5. The continuous disclosure requirementsof the British Columbia Securities Act and the AlbertaSecurities Act are substantially the same as the requirementsunder the Act;

6. The authorized share capital of Phoenixconsists of an unlimited number of common shares ("CommonShares"). There are currently 17,303,059 Common Sharesissued and outstanding;

7. The Common Shares of Phoenix were listedand posted for trading on the TSX Venture Exchange Inc. (the"Exchange") in replacement of the common sharesof Nevis on November 12, 2002 and are currently listed andposted for trading on the Exchange;

8. Phoenix is not in default of any of itsobligations under the securities legislation of Alberta orBritish Columbia or of any requirements of the Exchange;

9. Neither Phoenix nor any of its officers,directors nor, to the knowledge of Phoenix, its officers anddirectors, any of its controlling shareholders, has:

(i) been the subject of any penalties orsanctions imposed by a court relating to Canadian securitieslegislation or by a Canadian securities regulatory authority;

(ii) entered into a settlement agreementwith a Canadian securities regulatory authority; or

(iii) been subject to any other penaltiesor sanctions imposed by a court or regulatory body thatwould be likely to be considered important to a reasonableinvestor making an investment decision;

10. Neither Phoenix nor any of its officers,directors, nor to the knowledge of Phoenix, its officers anddirectors, any of its controlling shareholders, is or hasbeen subject to:

(i) any known ongoing or concluded investigationsby a Canadian securities regulatory authority, or a courtor regulatory body, other than a Canadian securities regulatoryauthority, that would be likely to be considered importantto a reasonable investor making an investment decision;or

(ii) any bankruptcy or insolvency proceedings,or other proceedings, arrangements or compromises with creditors,or the appointment of a receiver, receiver-manager or trustee,within the preceding 10 years;

11. None of the officers or directors of Phoenix,nor to the knowledge of Phoenix, its officers and directors,any of its controlling shareholders, is or has been at thetime of such event an officer or director of any other issuerwhich is or has been subject to:

(i) any cease trade or similar orders, ororders that denied access to any exemptions under Ontariosecurities law, for a period of more than 30 consecutivedays, within the preceding 10 years; or

(ii) any bankruptcy or insolvency proceedings,or other proceedings, arrangements or compromises with creditors,or the appointment of a receiver, receiver-manager or trustee,within the preceding 10 years;

AND UPON the Commission being satisfiedthat to do so would not be prejudicial to the public interest;

IT IS HEREBY ORDERED pursuant to subsection83.1(1) of the Act that Phoenix be deemed a reporting issuerfor the purpose of the Act.

February 10, 2003.

"Margo Paul"