CarEm Enterprises Inc.



    TORONTO, Nov. 8 /CNW/ - CarEm Enterprises Inc. ("CarEm") wishes to advise
that it has subscribed for a $1,500,000 aggregate principal amount 10%
Convertible Unsecured Debenture (the "Debenture"), and 15,000,000 warrants
(the "Warrants") to acquire common shares, of Broadband Learning Corporation
("BLC"). The Debenture is convertible at any time up until November 6, 2012,
at the option of the holder, into common shares of BLC at a conversion rate of
$0.10 per share, subject to customary anti-dilution adjustments. The Warrants
are exercisable at any time up until November 6, 2012, at the option of the
holder, into common shares of BLC at an exercise price of $0.10 per share,
subject to customary anti-dilution adjustments. The Debenture and the
Warrants, when combined with the $1,000,000 5% Convertible Unsecured Debenture
already held by the Corporation, will give the Corporation the right to
convert into up to 40,000,000 common shares in the aggregate, or approximately
58.8% of the issued and outstanding shares of BLC.
    CarEm has agreed to acquire the Debenture and the Warrants for investment
purposes. CarEm had prior holdings (being the $1,000,000 5% Convertible
Unsecured Debenture dated September 26, 2006) in BLC representing 25.8 of the
total issued and outstanding shares of BLC on an as-if converted basis.





For further information:

For further information: CarEm Enterprises Inc., 40 King Street West,
Suite 2100, Toronto, ON, M5H 3C2, Louise A.M. Maty, Assistant-Secretary, (416)
687-5322

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CAREM ENTERPRISES INC.

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