e-Smart Technologies, Inc. f/k/a Plainview Laboratories, Inc. Lillian A. McEwen, Administrative Law Judge

SECURITIES EXCHANGE ACT OF 1934
Rel. No. 48895 / December 9, 2003

Admin. Proc. File No. 3-10977

On December 16, 2002, the Commission issued an Order Instituting Proceedings ("OIP") against e-Smart Technologies, Inc., f/k/a Plainview Laboratories, Inc. ("e-Smart"), alleging that it violated Sections 10(b) and 13(a) of the Securities Exchange Act of 1934, and Exchange Act Rules 10b-5, 12b-20, 13a 1, and 13a-13 by making materially false and misleading claims regarding its operations, contracts, assets, and revenues, and by failing to file required annual and quarterly reports. The OIP sought to revoke the registration of e-Smart's common stock.

The Division of Enforcement now seeks to modify the OIP. The Division represents that, at the time the OIP was issued, a criminal complaint was filed in the United States District Court for the Southern District of New York alleging securities fraud by principals of e-Smart. However, that proceeding has since terminated, without a finding of fraud in connection with any activities relating to e-Smart. In light of this development, the Division requests permission to withdraw the fraud claim against e-Smart.

The Division submits that the withdrawal of the fraud claim will reduce the complexity of the hearing in this matter and conserve the Commission's resources. The Division also asserts that it is unnecessary to obtain a fraud finding against e-Smart, because the Division seeks the same relief against e-Smart based on its failure to comply with periodic filing requirements imposed by Exchange Act Section 13(a). The Division states that it is authorized to represent that e-Smart does not object to the Division's requested OIP modification.

A hearing in this matter is set to begin on December 8, 2003. Under the circumstances, we believe it is appropriate to grant the Division's motion.

Accordingly, IT IS ORDERED that the Division of Enforcement's Motion to Modify the Order Instituting Proceedings to Withdraw the Claim Based upon Asserted Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder be, and it hereby is, granted.

By the Commission.