Securities Law & Instruments


Reporting issuer in Alberta and British Columbiathat is listed on TSX Venture Exchange deemed to be a reportingissuer in Ontario.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as 83.1(1).

Policies Cited

Policy 12-602 Deeming an Issuer from CertainOther Canadian Jurisdictions to be a Reporting Issuer in Ontario(2001) 24 OSCB 1531.



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






(Subsection 83.1(1))

UPON the application (the "Application")of The Learning Library Inc. (the "Corporation") tothe Ontario Securities Commission (the "Commission")for an order pursuant to subsection 83.1(1) of the Act deemingthe Corporation to be a reporting issuer for the purposes ofOntario securities law;

AND UPON considering the Applicationand the recommendation of the staff of the Commission;

AND UPON the Corporation having representedto the Commission as follows:

1. The Corporation is a company that is governedby the Business Corporations Act (Ontario) and wasformed by the amalgamation of Sydenham Capital Inc. ("Sydenham"), Inc. and The Learning Library Inc.(" Amalco")on May 31, 2002 (the "Amalgamation").

2. The head and registered offices of theCorporation will be located at 555 Richmond Street West, Suite1100, P.O. Box 214, Toronto, Ontario, M5V 3B1.

3. The authorized capital of Amalco will consistof an unlimited number of common shares, an unlimited numberof preferred shares and an unlimited number of special shares,of which 23,000,015 common shares including common sharesissuable upon the conversion of the special shares and 2,661,333preferred shares will be outstanding. An aggregate of 266,666common shares of Amalco will be reserved for issuance on theexercise of agents options granted by Sydenham and E-Amigos.A further aggregate of 2,100,015 common shares of Amalco willalso be reserved for issuance on the exercise of stock optionsgranted by Sydenham, E-Amigos and Learning Library to itsofficers, directors, employees and consultants. A furtheraggregate of 4,950,000 common shares of Amalco will be reservedfor issuance on the exercise of share purchase warrants grantedby Learning Library and Amalco.

4. Sydenham has been a reporting issuer underthe Securities Act (Alberta) (the "Alberta Act"since September 12, 2001 after the issuance of a receipt forits initial public offering prospectus, and a reporting issuerunder the Securities Act (British Columbia) (the "BCAct") since January 8, 2002 due to Sydenham's securitiesbeing listed for trading on the TSX Venture Exchange.

5. E-Amigos has been a reporting issuer underthe Alberta Act since October 30, 2001 after the issuanceof a receipt for its initial public offering prospectus, anda reporting issuer under the BC Act since January 8, 2002due to E-Amigos' securities being listed for trading on theTSX Venture Exchange.

6. The Corporation will become a reportingissuer under the Alberta Act and the BC Act by virtue of theAmalgamation. The predecessors of the Corporation, Sydenhamand E-Amigos, are not in default of any requirements of theBC Act or the Alberta Act.

7. The Corporation is not a reporting issueror its equivalent under the securities legislation of anyjurisdiction in Canada, other than British Columbia and Alberta.

8. Sydenham's common shares were listed onthe TSX Venture Exchange from January 8, 2002, and will continueto be listed on the TSX Venture Exchange until the Amalgamation.E-Amigos' common shares were listed on the TSX Venture Exchangefrom January 15, 2001, and will continue to be listed on theTSX Venture Exchange until the Amalgamation. The Corporation'scommon shares will be listed on the TSX Venture Exchange uponcompletion of the Amalgamation. Sydenham and E-Amigos arein compliance with all of the requirements of TSX VentureExchange.

9. The Corporation will have a "significantconnection" to Ontario as its mind and management willbe principally located in Ontario and the Corporation willhave registered shareholders that are beneficial owners ofthe common shares of the Corporation who are resident in Ontarioand who beneficially own more than 10% of the number of commonshares beneficially owned by the registered and beneficialholders of the common shares of the Corporation. David Lowenstein,the proposed President, Chief Executive Officer and a Directorof the Corporation, resident of Ontario, will indirectly own65% of the common shares of Amalco.

10. The continuous disclosure requirementsof the Alberta Act and the BC Act are substantially the sameas the requirements under the Act.

11. The materials filed by Sydenham and E-Amigosas reporting issuers in the provinces of Alberta and BritishColumbia are available on the System for Electronic DocumentAnalysis and Retrieval.

12. There have been no penalties or sanctionsimposed against the Corporation by a court relating to Canadiansecurities legislation or by a Canadian securities regulatoryauthority, and the Corporation has not entered into any settlementagreement with any Canadian securities regulatory authority.

13. Neither the Corporation nor any of itsofficers, directors or any of its controlling shareholdershas:

a. been the subject of any penalties orsanctions imposed by a court relating to Canadian securitieslegislation or by a Canadian securities regulatory authority;

b. entered into a settlement agreement witha Canadian securities regulatory authority; or

c. been subject to any other penalties orsanctions imposed by a court or regulatory body that wouldlikely to be considered important to a reasonable investormaking an investment decision.

14. To the knowledge of Sydenham, E-Amigosor any of their respective directors or officers or any oftheir controlling shareholders, neither Sydenham nor E-Amigosnor any of their respective directors or officers or controllingshareholders is or has been subject to: (i) any known ongoingor concluded investigations by: (a) a Canadian securitiesregulatory authority, or (b) a court or regulatory body, otherthan a Canadian securities regulatory authority, that wouldbe 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.

15. None of the directors or officers of theCorporation, nor to the best of the knowledge of the Corporation,its directors or officers, or any of its controlling shareholders,is or has been at the time of such event a director or officerof 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 10years; or (ii) any bankruptcy or insolvency proceedings, orother proceedings, arrangements or compromises with creditors,or the appointment of a receiver, receiver-manager or trustee,within the preceding 10 years, except for proceedings relatedto the bankruptcy of S'Piazza Italian Eatery and Marketta,which declared bankruptcy in May 2000, and of which DavidLowenstein and Robert E. Masotti were two of five partnersin the restaurant and Robert E. Masotti was one of three partnersacting as guarantors to the restaurant.

AND UPON the Commission being satisfiedthat to do so would not be prejudicial to the public interest;

IT IS HEREBY ORDERED pursuant to subsection83.1(1) of the Act that the Corporation be deemed to be a reportingissuer for the purposes of the Act.

July 25, 2002.

"Margo Paul"