Securities Law & Instruments

Headnote

Subsection83.1(1) - issuer deemed to be a reporting issuer in Ontario -issuer has been a reporting issuer in British Columbia since 1987and in Alberta since 1999 - issuer listed and posted for tradingon the Canadian Venture Exchange - continuous disclosure requirementsof British Columbia and Alberta substantially identical to thoseof Ontario.

StatutesCited

SecuritiesAct, R.S.O. 1990, c.S.5, as am., ss.83.1(1).

INTHE MATTER OF

THESECURITIES ACT

R.S.O1990, CHAPTER S.5, AS AMENDED (the "Act")


AND


INTHE MATTER OF

ILOVETVENTERTAINMENT INC.


ORDER

(Subsection83.1(1))


UPON the application (the "Application") of iLoveTVEntertainment Inc. (the "Company") for an order pursuant tosubsection 83.1(1) of the Act deeming the Company to be a reportingissuer for the purposes of Ontario securities law;

AND UPON considering the Application and the recommendationof the staff of the Commission;

ANDUPON the Company representing to the Commission that:

1.The Company is a corporation incorporated under the CompanyAct (British Columbia) on October 20, 1982 under the nameof Doron Explorations Ltd., which was changed to WEW ExplorationsInc. on March 1, 1993, to Independence Resources Inc. on May 11,1994 and changed once more to iLoveTV Entertainment Inc. on January15, 2002.

2.The Company's head office and registered office is located atSuite 600 - 580 Hornby Street, Vancouver, British Columbia, V6C3B6. The Company also maintains an office at Suite 2320, 130 AdelaideStreet West, Toronto, Ontario, M5H 3P5.

3.The authorized and issued share capital of the Company as of January21, 2002, consists of: (i) an unlimited number of common sharesof which, 31,011,388 common shares were issued and outstanding;and (ii) an unlimited number of preferred shares issuable in series,of which, no series has been authorized and none is issued andoutstanding. The Company has outstanding convertible securities,including options and warrants, entitling the holders thereofto acquire a total of 4,321,667 common shares as of January 21,2002.

4.The Company completed the acquisition of a private Ontario companyon January 15, 2002 and in connection with such acquisition issuedOntario resident shareholders of the private company a total of4,225,000 common shares and issued other Ontario residents 1,383,333shares in financings relating thereto, which collectively representsapproximately 18% of the outstanding shares of the Company.

5.The Company has been a reporting issuer under the SecuritiesAct (British Columbia) (the "BC Act") since November 10,1987 and a reporting issuer under the Securities Act(Alberta) (the "Alberta Act") since November 26, 1999 as a resultof the merger of the Vancouver Stock Exchange and the AlbertaStock Exchange to form the Canadian Venture Exchange (the "CDNX").The Company is not in default of any requirements of the BC Actor the Alberta Act.

6.The common shares of the Company are listed on the CDNX and theCompany is in compliance with all of the requirements of the CDNXor obtained waivers in respect of any non-compliance.

7.The Company has a significant connection to Ontario in that: (i)Ontario residents are registered and beneficial holders of morethan 20% of the total number of outstanding common shares of theCompany; (ii) the President of the Company, and two of the fourdirectors of the Company, are resident in Ontario; and (iii) theCompany's head office is in Ontario.

8.The Company is not a reporting issuer in Ontario and is not areporting issuer in any jurisdiction other than BC and Alberta.

9.The continuous disclosure requirements of the BC Act and the AlbertaAct are substantially the same as the requirements under the Act.

10.The continuous disclosure materials filed by the Company underthe BC Act since July 1997 and under the Alberta Act since November26, 1999 are available on the System for Electronic Document Analysisand Retrieval.

11.There have been no penalties or sanctions imposed against theCompany by a court relating to Canadian securities legislationor by a Canadian securities regulatory authority, and the Companyhas not entered into any settlement agreement with any Canadiansecurities regulatory authority.

12.Neither the Company nor any of its officers, directors nor, tothe knowledge of the Company, its directors and officers, anyof its controlling shareholders, has (i) been the subject of anypenalties or sanctions imposed by a court relating to Canadiansecurities legislation or by a Canadian securities regulatoryauthority, (ii) entered into a settlement agreement with a Canadiansecurities regulatory authority, or (iii) been subject to anyother penalties or sanctions or sanctions imposed by a court orregulatory body that would be likely to be considered importantto a reasonable investor making an investment decision.

13.Neither the Company nor any of its directors, officers nor, tothe knowledge of the Company, its directors and officers, anyof its controlling shareholders, is or has been subject to: (i)any known ongoing or concluded investigations by: (a) a Canadiansecurities regulatory authority, or (b) a court or regulatorybody, other than a Canadian securities regulatory authority, thatwould be likely to be considered important to a reasonable investormaking an investment decision; or (ii) any bankruptcy or insolvencyproceedings, or other proceedings, arrangements or compromiseswith creditors, or the appointment of a receiver, receiver-manageror trustee, within the preceding 10 years.

14.None of the directors or officers of the Company, nor to the knowledgeof the Company, its directors and officers, any of its controllingshareholders, is or has been at the time of such event a directoror officer of any other issuer which is or has been subject to:(i) any cease trade or similar orders, or orders that denied accessto any exemptions under Ontario securities law for a period ofmore than 30 consecutive days, within the preceding 10 years;or (ii) any bankruptcy or insolvency proceedings, or other proceedings,arrangements or compromises with creditors, or the appointmentof a receiver, receiver-manager or trustee, within the preceding10 years.

ANDUPON the Commission being satisfied that to do so wouldnot be prejudicial to the public interest;

ITIS HEREBY ORDERED pursuant to subsection 83.1(1) of theAct that the Company be deemed to be a reporting issuer for thepurpose of the Act.

February12, 2002.

"MargoPaul"