Securities Law & Instruments

Headnote

Ontario Securities Commission Rule 45-501 -Exempt Distributions - section 1.1; Recognition as an accreditedinvestor under OSC Rule 45-501 for a period of two years commencingNovember 30, 2002.

November 15, 2002

Blake, Cassels & Graydon LLP

Attention: David Valentine

Re: Application filed by The VenGrowth InvestmentFund Inc. under Ontario Securities Commission Rule 45-501 -Accredited Investor Recognition

By letter dated October 29, 2002 (the "Application"),you requested, on behalf of The VenGrowth Investment Fund Inc.(the "Fund"), a renewal of the Funds recognition asan accredited investor under Ontario Securities Rule 45-501(the "Rule").

This letter confirms that based on the informationand representations contained in the Application and for thepurposes described in the Application, the Ontario SecuritiesCommission has recognized the Fund as an accredited investorunder the Rule for a period of two years commencing on November30, 2002 and ending 12:01 a.m. Toronto time on November 30,2004, subject to renewal.

Application for renewal of recognition as anaccredited investor should be made at least 30 days prior tothe date the recognition expires.

Yours truly,

"Harold P. Hands"                    "RobertL. Shirriff"