Securities Law & Instruments

Headnote

Subsection83.1(1) - Issuer deemed a reporting issuer in Ontario - Issuerhas been a reporting issuer in Alberta and British Columbia sinceOctober 14, 1998 - Issuer not designated as a capital pool companyby CDNX - Continuous disclosure requirements of British Columbiaand Alberta substantially the same as 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,

CHAPTERS. 5, AS AMENDED (the "Act")

AND

INTHE MATTER OF

URBANFUNDCORP.

ORDER

(Section83.1(1))

UPONthe application of Urbanfund Corp. (the "Corporation") to theOntario Securities Commission (the "Commission") for an orderpursuant to subsection 83.1(1) of the Act deeming the Corporationto be a reporting issuer for the purposes of Ontario securitieslaw;

ANDUPON considering the application and the recommendationof the staff of the Commission;

ANDUPON the Corporation having represented to the Commissionas follows:

1.The Corporation is a corporation incorporated pursuant to theprovisions of the Business Corporations Act (Alberta).The principal place of business of the Corporation is 300 AldenRoad, Markham, Ontario, L3R 4C1. The registered office is Suite1400, 350-7th Avenue, S.W. Calgary, Alberta, P2P 3N9.

2.The Corporation's common shares (the "Common shares") are listedand posted for trading on The Canadian Venture Exchange ("CDNX"),and the Corporation has the status of reporting issuer in theProvinces of British Columbia and Alberta. The Corporation becamea reporting issuer in Alberta and British Columbia on October14, 1998.

3.The Corporation is not designated as a capital pool company byCDNX.

4.The Corporation is not on the lists of defaulting reporting issuersmaintained pursuant to section 113 of the Securities Act(Alberta) (the "Alberta Act") or section 77 of the SecuritiesAct (British Columbia) (the "B.C. Act"). To the best knowledgeof management of the Corporation, the Corporation has not beenthe subject of any enforcement actions by the Alberta and BritishColumbia Securities Commissions or by CDNX, and the Corporationis not in default of any requirement of the B.C. Act, the AlbertaAct, or any of the regulations thereunder.

5.The Corporation is not a reporting issuer in Ontario, and is nota reporting issuer, or equivalent, in any jurisdiction other thanBritish Columbia and Alberta.

6.The continuous disclosure requirements of the Alberta Act andthe B.C. Act are substantially the same as the continuous disclosurerequirements under the Act.

7.The continuous disclosure materials filed by the Corporation asa reporting issuer in the provinces of Alberta and British Columbiasince January 9, 1998 are available on the System for ElectronicDocument Analysis and Retrieval.

8.The authorized capital of the Corporation consists of an unlimitednumber of Common Shares of which 10,200,000 shares are issuedand outstanding, and an unlimited number of First Preferred Sharesissuable in series of which 11,000,000 First Preferred Class AShares are issued and outstanding, all as of December 31, 2001.

9.The Corporation has a significant connection to Ontario in that:(i) the "mind and management" of the Corporation is located inOntario at its principal place of business at 300 Alden Road,Markham, Ontario; and (ii) of the 10,200,000 Common Shares issuedand outstanding, no less than 6,300,000, representing at least61.8% of the issued and outstanding Common Shares, are owned byOntario residents who are also insiders.

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

11.Neither the Corporation nor any of its directors, officers nor,to the knowledge of the Corporation, its directors and officers,or any of its controlling shareholders 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.

12.Neither the Corporation nor any of its directors, officers nor,to the knowledge of the Corporation, its directors and officers,or any of its controlling shareholders, is or has been subjectto: (i) any known ongoing or concluded investigations by: (a)a Canadian securities regulatory authority, or (b) a court orregulatory body, other than a Canadian securities regulatory authority,that would be likely to be considered important to a reasonableinvestor making an investment decision; or (ii) any bankruptcyor insolvency proceedings, or other proceedings, arrangementsor compromises with creditors, or the appointment of a receiver,receiver-manager or trustee, within the preceding 10 years.

13.None of the directors or officers of the Corporation, nor to theknowledge of the Corporation, its directors and officers, or anyof its controlling shareholders, is or has been at the time ofsuch event a director or officer of any other issuer which isor 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.

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 Corporation be deemed to be a reporting issuer forthe purposes of Ontario securities law.

March6, 2002.

"IvaVranic"