TECSYS Inc.

Headnote

Prompt Offering Qualification System - Waiver granted pursuant to section 4.5 ofNational Policy Statement No. 47 to enable issuer to participate in the POP Systemwhen it did not meet the "public float" test in the last calendar month of the 1998financial year in respect of which its Initial Annual Information Form will be filedprovided that it does meet the "public float" test at a date within 60 days before thefiling of its preliminary short form prospectus -waiver reflects the revised eligibilitycriteria set out in proposed National Instrument 44 -101.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, as am.

Policies Cited

National Policy Statement No. 47 - Prompt Offering Qualification

WHEREAS the local securities regulatory authority or regulator (the «DecisionMaker») in each of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba,Ontario, Québec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland(the «Jurisdictions») have received an application from TECSYS Inc. («TECSYS») for adecision under the securities legislation and securities directions of the Jurisdictions(the «Legislation») that the requirement under National Policy Statement No. 47 and underthe applicable securities legislation of Québec (collectively, the «POP Requirements») thatthe calculation of the aggregate market value of an issuer's outstanding equity securitiesbe based upon the average closing prices during the last calendar month of the issuer'smost recently completed financial year and the requirement under the Legislation ofQuebec that an issuer to be a reporting issuer for three years (collectively, the «EligibilityRequirements») shall not apply to TECSYS so as to permit TECSYS to participate in theprompt offering qualification system (the «POP System»);

AND WHEREAS pursuant to the Mutual Reliance Review System for ExemptiveRelief Applications (the «System»), the Commission des Valeurs Mobilières du Québecis the principal regulator for this application;

AND WHEREAS TECSYS has represented to the Decision Makers that:

1.1 TECSYS was incorporated by Article of Incorporation under the Canada BusinessCorporations Act on April 28, 1983 and its head office is located at 1840 Trans-Canada Highway, Dorval, Quebec.

1.2 TECSYS is a provider of e-commerce based enterprise-wide supply chainmanagement software for high-volume distribution operations.

1.3 TECSYS has been a reporting issuer under the Legislation of all of the Jurisdictionssince July 6,1998, except in Saskatchewan and Manitoba, where TECSYS hasbeen a reporting issuer since July 17, 1998 and is not, as at the date hereof to thebest of its knowledge, in default of any requirement of such Legislation.

1.4 The authorized share capital of TECSYS consists of an unlimited number ofcommon shares (the «Common Shares») and an unlimited number of Class Apreferred shares, issuable in series.

1.5 The Common Shares are listed and posted for trading on The Toronto StockExchange (the «TSE»).

1.6 The financial year-end of TECSYS is April 30.

1.7 As at April 30, 1999 (being TECSYS' most recent financial year-end), 10,604,284Common Shares were issued and outstanding and no Class A preferred shareswere issued and outstanding.

1.8 As at April 30, 1999, to the best of TECSYS' knowledge, based upon publicrecords, 6,716,916 of its Common Shares were required to be excluded inaccordance with the POP Requirements in the calculation of the public float (the«April 30 Excluded Shares»).

1.9 The arithmetic average of the closing price of the Common Shares on the TSE foreach of the trading days during the month of April 1999 was $4.56.

1.10 The aggregate market value of the Common Shares for the month of April 1999,being the last calendar month of its financial year, was approximately $17,726,398(excluding the value of the April 30 Excluded Shares).

1.11 From January 22, 2000 to February 22, 2000, TECSYS had 12,278,379 CommonShares issued and outstanding.

1.12 From January 22, 2000 to February 22, 2000, to the best of TECSYS' knowledge,based upon public records, 5,426,790 of its Common Shares were required to beexcluded in accordance with the POP Requirements in the calculation of the publicfloat (the «January 14 Excluded Shares»).

1.13 The arithmetic average of the closing price of the Common Shares on the TSE foreach of the trading days from January 22, 2000 to February 22, 2000 was $18.47.

1.14 The aggregate market value of the Common Shares from January 22, 2000 toFebruary 22, 2000 (excluding the value of the January 14 Excluded Shares) wasapproximately $126,548,849.

1.15 TECSYS currently would fulfill the eligibility requirements under the POP Systemthat would enable it to file an initial annual information form («Initial AIF») andparticipate in the POP System but for the fact that the aggregate market value of itscommon shares for the month of April, 1999 was less than $75,000,000 and it hasnot been a reporting issuer for three years as required under the Legislation ofQuebec;

1.16 TECSYS would be eligible to participate in the POP System upon the filing andacceptance of its Initial AIF under Proposed National Instrument 44-101 whichwould replace the current time period for calculating the aggregate market value ofan issuer's equity securities under the POP Requirements for its Initial AIF with acalculation as of a date within sixty (60) days of filing the issuer's preliminary shortform prospectus; and

1.17 TECSYS intends to file an Initial AIF shortly and may wish to effect an offering priorto the end of its current financial year and is of the view that a short formprospectus would be the most appropriate vehicle for such an offering.

AND WHEREAS pursuant to the System this MRRS Decision Document evidencesthe decision of each Decision Maker (collectively, the «Decision»);

AND WHEREAS each of the Decision Makers is satisfied that the test contained inthe Legislation that provides the Decision Maker with the Jurisdiction to make the Decisionhas been met;

The Decision of the Decision Makers under the Legislation is that the EligibilityRequirements shall not apply to TECSYS provided that:

(i) TECSYS complies in all other respects with the POP Requirements;

(ii) the aggregate market value of the outstanding common shares of TECSYS,calculated in accordance with the POP Requirements on a date within sixty (60)days before the date of the filing of TECSYS' preliminary short form prospectus is$75,000,000 or more;

(iii) the eligibility certificate to be filed in respect of TECSYS' initial AIF shall state thatTECSYS satisfies the POP Requirements, and shall make reference to thisDecision; and

(iv) this Decision shall terminate on the earlier of:

(a) 140 days after the end of TECSYS' financial year ended April 30, 2000; and

(b) the date of filing a renewal AIF by TECSYS in respect of its financial yearended April 30, 2000.

DATED at Montréal, on March 22nd, 2000.