Securities Law & Instruments



R.S.O.1990, CHAPTER S. 5, AS AMENDED (the "Act")






UPONthe application of WorkGroup Designs Ltd. ("WorkGroup") foran order pursuant to subsection 83.1(1) of the Act deeming WorkGroupto be a reporting issuer for the purposes of Ontario securitieslaw;

AND UPONconsidering the application and the recommendation of the staffof the Commission;

AND UPONWorkGroup representing to the Commission as follows:

1. WorkGroup wasincorporated on April 12, 2000 under the Business CorporationsAct (Alberta) under the name inc. On November 12,2001 the name of the company was changed to its current namein connection with the completion of a Qualifying Transaction,as defined in Canadian Venture Exchange Inc. ("CDNX") Policy2.4.

2. The head officeof WorkGroup is located in Vaughan, Ontario.

3. WorkGroup hasbeen a reporting issuer under the Securities Act (Alberta) (the"Alberta Act") since December 1, 2000 when it received a receiptfor its CPC Prospectus, as defined in CDNX Policy 2.4, and underthe Securities Act (British Columbia) (the "BC Act") since March26, 2001 when its common shares were listed and posted on CDNX,and is not in default of any of the requirements of the AlbertaAct or the BC Act or the regulations made thereunder. WorkGroupis not a reporting issuer or equivalent under the securitieslegislation of any other jurisdiction in Canada.

4. The continuousdisclosure requirements of the Alberta Act and the BC Act aresubstantially the same as the requirements under the Act.

5. The continuousdisclosure materials filed by WorkGroup under the Alberta Actand the BC Act since July 28, 2000 are available on the Systemfor Electronic Document Analysis and Retrieval ("SEDAR").

6.The authorized share capital of WorkGroup consists of an unlimitednumber of common shares and an unlimited number of first andsecond preferred shares, of which 14,999,336 common shares andno first or second preferred shares were issued and outstandingas of January 10, 2002.

7.WorkGroup has a significant connection to Ontario in that: (i)its head office is situated in Ontario; (ii) all directors andofficers, with the exception of one director, are resident inOntario; and (iii) as at January 10, 2002, 13,299,336 commonshares, or approximately 89% of the number of common sharesissued and outstanding, were registered in the names of shareholderswhose last address on the company's register of shareholderswere in Ontario.

8.The common shares of WorkGroup are listed and posted for tradingon CDNX and to the best of its knowledge, WorkGroup is in goodstanding under the rules, regulations and policies of CDNX. WorkGroupwas initially designated as a capital pool company by CDNX butsuch designation was removed by CDNX upon the completion of WorkGroup'sQualifying Transaction on January 2, 2002.

9.The CPC Information Circular, as defined in CDNX Policy 2.4, deliveredto shareholders of WorkGroup in connection with their considerationof the Qualifying Transaction contains prospectus level disclosureon the Qualifying Transaction and the resulting issuer and hasbeen filed and is available on SEDAR.

10.WorkGroup has not been subject to any penalties or sanctions imposedagainst WorkGroup by a court relating to Canadian securities legislationor by a Canadian securities regulatory authority, and has notentered into any settlement agreement with any Canadian securitiesregulatory authority.

11.Neither WorkGroup nor any of its officers, directors, or shareholdersholding sufficient securities of WorkGroup to affect materiallythe control of WorkGroup, is or has been subject to: (i) any knownongoing or concluded investigations by: (a) a Canadian securitiesregulatory authority, or (b) a court or regulatory body, otherthan a Canadian securities regulatory authority, that would belikely to be considered important to a reasonable investor makingan investment decision; or (iii) any bankruptcy or insolvencyproceedings, or other proceedings or arrangements.

12.None of the directors or officers of WorkGroup, nor any of itsshareholders holding sufficient securities of WorkGroup to affectmaterially the control of WorkGroup, is or has been at the timeof such event, an officer or director of any other issuer whichis or has been subject to: (i) any cease trade or similar orders,or orders that denied access to any exemptions under Ontario securitieslaw, for a period of more than 30 consecutive days, within thepreceding 10 years; or (ii) any bankruptcy or insolvency proceedings,or other proceedings, arrangements or compromises with creditors,or the appointment of a receiver, receiver manager or trustee,within the preceding 10 years.

13.Neither WorkGroup nor any of its officers, directors, or any ofits shareholders holding sufficient securities of WorkGroup toaffect materially the control of WorkGroup has: (i) been the subjectof any penalties 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 imposed by a court or regulatorybody that would be likely to be considered important to a reasonableinvestor making an investment decision.

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 WorkGroup be deemed a reporting issuer for the purposesof the Act.

February16 , 2002.