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 January20, 1986 and in Alberta since October 14, 1987 - issuer listedand posted for trading on the Canadian Venture Exchange - continuousdisclosure requirements of British Columbia and Alberta substantiallyidentical to those of Ontario.

StatutesCited

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

INTHE MATTER OF

THESECURITIES ACT

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

AND

INTHE MATTER OF

TS TELECOM LTD.

ORDER

(Subsection83.1(1))

UPONthe application of T S Telecom Ltd. (the "Company") for an orderpursuant to subsection 83.1(1) of the Act deeming the Companyto be a reporting issuer for the purposes of Ontario securitieslaw;

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

AND UPONthe Company representing to the Commission as follows:

1. The Company wasincorporated under the Company Act (British Columbia) on May7, 1984 as Minotaur Explorations Ltd. The Company changed itsname to China Growth Enterprises Corp. on September 12, 1994.Pursuant to Articles of Continuance dated January 22, 1996,the Company was continued under the laws of the Province ofOntario and changed its name to T S Telecom Ltd.

2. The head officeof the Company is located at 180 Amber Street, Markham, OntarioL3R 3J8.

3. Pursuant to Articlesof Continuance dated January 22, 1996, the Company increasedits authorized share capital to an unlimited number of commonshares without nominal or par value and an unlimited numberof preferred shares without nominal or par value. As at September14, 2001, the Company had 21,990,005 common shares issued andoutstanding.

4. The Company has13,632,808 common shares of the Company, or approximately 62%of the total issued common shares of the Company, registeredto shareholders whose last address on the Company's registerof shareholders was in Ontario, as at September 14, 2001.

5. The Company isand has been a reporting issuer under the Securities Act (BritishColumbia) (the "BC Act") since January 20, 1986 and under theSecurities Act (Alberta) (the "Alberta Act") since October 14,1987. The Company is not in default of any requirements of theBC Act and Alberta Act.

6. The Company isnot a reporting issuer in Ontario, and is not a reporting issuer,or equivalent, in any other jurisdiction, except British Columbiaand Alberta.

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

8. The continuousdisclosure materials filed by the Company under the BC Act andunder the Alberta Act since the inception of the System ElectronicDocument Analysis and Retrieval (SEDAR) are available on SEDAR.

9. The common sharesof the Company are listed on the CDNX, and the Company is incompliance with all requirements of the CDNX.

10. The Company hasnot been subject to any penalties or sanctions imposed againstthe Company 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 the Companynor any of its officers, directors nor, to the knowledge ofthe Company, its officers and directors, any of its controllingshareholders, has: (i) been the subject of any penalties orsanctions imposed by a court relating to Canadian securitieslegislation or by a Canadian securities regulatory authority,(ii) entered into a settlement agreement with a Canadian securitiesregulatory authority, or (iii) been subject to any other penaltiesor sanctions imposed by a court or regulatory body that wouldbe likely to be considered important to a reasonable investormaking an investment decision.

12. Neither the Companynor any of its officers, directors, nor to the knowledge ofthe Company, its officers and directors, any of its controllingshareholders, is or has been subject to: (i) any known ongoingor concluded investigations by: (a) a Canadian securities regulatoryauthority, or (b) a court or regulatory body, other than a Canadiansecurities regulatory authority, that would be likely to beconsidered important to a reasonable investor making an investmentdecision; 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. None of the officersor directors of the Company, nor to the knowledge of the Company,its officers and directors, any of its controlling shareholders,is or has been at the time of such event an officer or directorof any other issuer which is or has been subject to: (i) anycease trade or similar orders, or orders that denied accessto any exemptions under Ontario securities law, for a periodof more 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.

14. Neither the Companynor any of its officers, directors, nor to the knowledge ofthe Company, its officers and directors, any of its controllingshareholders, is or has been subject to (i) any known ongoingor concluded investigations by (a) a Canadian securities regulatoryauthority, or (b) a court or regulatory body, other than a Canadiansecurities regulatory authority, that would be likely to beconsidered important to a reasonable investor making an investmentdecision.

AND UPONthe Director being satisfied that to do so would not be prejudicialto the public interest;

IT IS HEREBYORDERED pursuant to subsection 83.1(1) of the Act thatthe Company be deemed a reporting issuer for purposes of OntarioSecurities Law.

February21, 2002.

"IvaVranic"