Securities Law & Instruments


Mutual Reliance Review System for Exemptive Relief Applications - Issuer has only one security holder - issuer deemed to have ceased being a reporting issuer.

Applicable Ontario Statutory Provisions and Rules

Securities Act, R.S.O. 1990, c. S.5, as am., s. 83.

National Instrument 21-101 Marketplace Operation, (2001) 24 OSCB 6591.

November 6, 2003

Osler Hoskin & Harcourt
Barristers & Solicitors
Box 50
1 First Canadian Place
Toronto, ON M5X 1B8

Attention: Joseph N. Cosentino

Dear Mr Cosentino:

CDI Education Corporation (the "Applicant") - application to cease to be a reporting issuer under the securities legislation of Alberta, Ontario, Manitoba, Newfoundland and Labrador, Nova Scotia, Québec and Saskatchewan (the "Jurisdictions")

The Applicant has applied to the local securities regulatory authority or regulator (the "Decision Maker") in each of the Jurisdictions for a decision under the securities legislation (the Legislation") of the Jurisdictions to be deemed to have ceased to be a reporting issuer in the Jurisdictions.

As the Applicant has represented to the Decision Makers that,

    • the outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by less than 15 security holders in each of the jurisdictions in Canada and less than 51 security holders in total in Canada;

    • no securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation;

    • the Applicant is applying for relief to cease to be a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer; and

    • the Applicant is not in default of any of its obligations under the Legislation as a reporting issuer,

each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met and orders that the Applicant is deemed to have ceased to be a reporting issuer.

"Iva Vranic"