Galaxy OnLine Inc.

le 14 janvier 2000

Consent

Headnote

Consent given to OBCA corporation to continue under the laws of the Yukon.

Statutes Cited

Business Corporations Act, R.S.O. 1990. c. B.16, s. 181.

Canada Business Corporations Act, R.S.Y.T. 1986, c. 15.

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

Regulations Cited

Regulation made under the Business Corporation Act, R.R.O., Reg. 62, as am., s. 51(2)(b).

Regulation made under the Securities Act, R.R.O. 1990, Reg. 1015, as am.

IN THE MATTER OF THE REGULATION MADE UNDER THE BUSINESS CORPORATIONS ACT, R.S.O. 1990, c.B.16 (THE "OBCA")R.R.O. 1990, REG. 62, AS AMENDED (THE "OBCA REGULATION")

AND

IN THE MATTER OF
GALAXY ONLINE INC.

CONSENT
(Clause 51(2)(b))
(OBCA Regulation)

UPON the application (the "Application") of Galaxy Online Inc. (the "Company") tothe Ontario Securities Commission (the "Commission") requesting a consent from theCommission to continue in another jurisdiction pursuant to clause 51(2)(b) of the OBCARegulation;

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

AND UPON the Company having represented to the Commission that:

1. The Company is proposing to submit to the Director under the OBCA an applicationpursuant to section 181 of the OBCA (the "Application for Continuance") forauthorization to continue (the "Continuance") under the laws of the Yukon Territory.

2. Pursuant to clause 51(2)(b) of the OBCA Regulation, where the corporation is anoffering corporation, the Application for Continuance must be accompanied by aconsent from the Commission.

3. The Company is an offering corporation under the OBCA and is a reporting issuerunder the Securities Act, R.S.O. 1990, c.S.5, as amended (the "Act").

4. The Company is not in default under any of the provisions of the Act or theregulation made under the Act.

5. The Company is not a party to any proceeding under the Act or to the best of itsknowledge, information and belief, any pending proceeding under the Act.

6. The board of directors of the Company has authorized the Continuance and theshareholders of the Company have authorized the Continuance by specialresolution at a meeting of the Company's shareholders held on December 3, 1999.

7. The Continuance has been proposed so that the Company may conduct its affairsin accordance with the Business Corporations Act (Yukon) R.S.Y.T. 1986 c.15 (the"YBCA").

8. The material rights, duties and obligations of a corporation incorporated under theYBCA are substantially similar to those under the OBCA with the exception thatthere is no Canadian residency requirement for the members of the board ofdirectors under the YBCA.

9. The Company intends to remain a reporting issuer in Ontario.

THE COMMISSION HEREBY CONSENTS to the continuance of the Company asa corporation under the laws of the Yukon Territory.

January 14^th, 2000.

"J. A. Geller" "Robert W. Korthals"