Behaviour Communications Inc.

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - issuer grantedrelief to extend the time periods for filing and delivering to shareholders the annual andfirst quarter interim financial statements.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O., 1990, c.S. 5, as amended, ss. 77(1), 78(1), 79 and 80(b)(iii).

WHEREAS the local securities regulatory authority or regulator (the "DecisionMaker") in each of Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick,Nova Scotia, Prince Edward Island and Newfoundland (the "Jurisdictions") has receivedan application from Behaviour Communications Inc. (the "Filer") for a decision under thesecurities legislation of the Jurisdictions (the "Legislation") that the following requirementscontained in the Legislation shall not apply to Behaviour Communications Inc.:

i) to file with the securities regulatory authorities in the Jurisdictions and to providethe registered holders of its securities, within 140 days of the end of its financialyear, with its audited annual financial statements for the year endedSeptember 30, 1999 and, in accordance with securities legislation applicable inQuébec, its annual report and to prepare its annual information form for suchfinancial year;

ii) to file with the securities regulatory authorities of the Jurisdictions and to providethe registered holders of its securities, within 60 days of the end of its quarter, withits financial statements for the quarter ended December 31, 1999.

AND WHEREAS, under the Mutual Reliance Review System for Exemptive ReliefApplications (the "System"), the Commission des valeurs mobilières du Québec is theprincipal regulator for this application;

AND WHEREAS the Filer has represented to the Decision Makers that:

1. the Filer was incorporated under the Canada Business Corporations Act;

2. the Filer's principal place of business is located in Montréal, Québec;

3. the Filer is a reporting issuer in each of the Jurisdictions;

4. the Filer is not on the list of defaulting reporting issuers;

5. the Filer's financial year-end is September 30th;

6. it is unable, within the prescribed time limits, to file with the securities regulatoryauthorities in each of the Jurisdictions and to provide the registered holders of itssecurities with its annual financial statements accompanied by an auditors' reportother than one which would contain a reservation given that the Filer is in theprocess of a corporate and financial restructuring which includes the sale of a largeportion of its Canadian activities and negotiations for the refinancing of its Americanoperations.

AND WHEREAS under the System, this MRRS Decision Document evidences thedecision 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 requirementscontained in the Legislation to, within 140 days of the end of its financial year, file with thesecurities regulatory authorities in each of the Jurisdictions and provide the registeredholders of its securities with its audited financial statements for the period endedSeptember 30, 1999 and, in accordance with securities legislation applicable in Québec,its annual report, and to prepare its annual information form for such financial year, filewith the securities regulatory authorities of each Jurisdiction and provide the registeredholders of its securities, within 60 days of the end of its quarter, with its financialstatements for the quarter ended December 31, 1999, shall not apply to the Filer.

However, the following conditions shall be met:

1. the Filer shall file with securities regulatory authorities of the Jurisdictions itsaudited financial statements for the year ended September 30, 1999 as soon asthey have been approved by the board of directors;

2. the Filer shall file with the regulatory authorities of the Jurisdictions its financialstatements for the quarter ended December 31, 1999 and, in accordance withsecurities legislation applicable in Québec, its annual report and annual informationform for the year ended September 30, 1999, no later than March 9, 2000;

3. the Filer shall provide the registered holders of its securities, no later thanMarch 9, 2000, with its annual audited financial statements for the year endedSeptember 30, 1999, its financial statements for the quarter endedDecember 31, 1999 and, in accordance with securities legislation applicable inQuébec, its annual report for the year ended September 30, 1999.

Montréal, this March 3, 2000.