CDI Education Corporation - ss. 1(6) of the OBCA

Headnote

Subsection 1(6) of the OBCA - issuer deemed to have ceased to be offering its securities to the public under the Business Corporations Act (Ontario).

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 1(6).

IN THE MATTER OF

THE BUSINESS CORPORATIONS ACT

R.S.O. 1990, CHAPTER B. 16, AS AMENDED (the "OBCA")

AND

IN THE MATTER OF

CDI EDUCATION CORPORATION

ORDER

(Subsection 1(6) of the OBCA)

UPON the application of CDI Education Corporation (the "Applicant") to the Ontario Securities Commission for an order pursuant to subsection 1(6) of the OBCA that the Applicant be deemed to have ceased to be offering its securities to the public;

AND UPON considering the application and the recommendation of staff of the Commission;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant is a corporation incorporated under the OBCA with its head office in Toronto, Ontario.

2. The authorized capital of the Applicant consists of an unlimited number of common shares ("Common Shares") of which 10,270,901 are issued and outstanding as at October 6, 2003.

3. The Applicant is an "offering corporation" as defined in the OBCA. The Applicant has applied for relief to cease to be a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer;

4. The Applicant is not in default of any of the requirements of the Securities Act (Ontario).

5. As a result of a take-over bid and subsequent compulsory acquisition, all of the outstanding Common Shares of the Applicant have been acquired by Corinthian Colleges, Inc., indirectly through its direct and indirect wholly-owned subsidiaries Corinthian Canada Acquisition Inc. and 2020584 Ontario Limited.

6. Other than the Common Shares, the Applicant has no outstanding securities, including debt securities.

7. No securities of the Applicant are listed or quoted on any exchange or market in Canada or elsewhere.

8. The Applicant does not intend to seek public financing by way of an offering of its securities.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest,

IT IS ORDERED, pursuant to subsection 1(6) of the OBCA, that the Applicant is deemed to have ceased to be offering its securities to the public for the purposes of the OBCA.

November 7, 2003.