Process Capital Corp.

Headnote

Section 144 - Initial ruling varied to remove requirement that applicant obtain the writtenacknowledgement of each creditor and file the same with the Commission in a shares fordebt transaction - issuer must provide a statement to each creditor containing theinformation that would have been contained in the acknowledgement

Statutes Cited

Securities Act, R.S.O. 1990, c.S.5, as amended. s. 144

WHEREAS Process Capital Corp. ("Process") has made an application (the"Application") to the Ontario Securities Commission (the "Commission") for an order (the"Order") pursuant to section 144 of the Act varying a ruling (the "Ruling") of theCommission dated October 26, 1999, In the Matter of Process Capital Corp., made undersubsection 74(1) of the Act;

AND UPON considering the Application and the recommendation of the staff of theCommission;

AND UPON Process having represented to the Commission that:

1. A condition (the "Condition") of the relief provided in the Ruling was that Processfile with the Commission a written acknowledgment from the creditors (the"Creditors") who will receive common shares and convertible notes of Processpursuant to the Ruling confirming that:

(i) they have been informed and fully understand they will receive securitiespursuant to a discretionary ruling of the Commission granted undersubsection 74(1) of the Act and, as a consequence, certain protections,rights and remedies provided under the Act to purchasers of securitiesdistributed by way of prospectus, including statutory rights of rescission anddamages, are not available; and

(ii) any common shares issued under the Proposals may not be traded for aperiod of one year from the date of issuance.

2. In attempting to obtain the written acknowledgement of the Creditors, Process hasdetermined that it will be extremely difficult and burdensome to comply with theCondition.

AND UPON the Commission being satisfied that to do so would not be prejudicialto the public interest;

IT IS ORDERED pursuant to section 144 of the Act, that the Ruling be varied byreplacing the Condition and substituting the following therefor:

1. Prior to or coincident with the distribution of common shares and convertible notesof Process to the Creditors, Process provides each Creditor with a copy of theRuling, the Order and a statement setting out that:

(i) as a result of the common shares and convertible notes of Process beingacquired pursuant to a discretionary ruling of the Commission granted undersubsection 74(1) of the Act, as varied by the Order, certain protections,rights and remedies provided under the Act to purchasers of securitiesdistributed by way of prospectus, including statutory rights of rescission anddamages, are not available; and

(ii) any common shares issued under the Proposals may not be traded for aperiod of one year from the date of issuance.

January 7^th, 2000.

"Howard I. Wetston"     "R. Stephen Paddon"