Mr. Osvaldo Iadarola reports

Audiotech Healthcare has arranged a private placement of 57 $1,000 convertible debentures to four investors to raise a total of $57,000. The convertible debentures pay interest, monthly, at 10 per cent csa, and mature two years from the date of issue. The debentures are convertible at the option of the holder at any time before the maturity date at a conversion price of 45 cents per share during the initial year and 55 cents per share during the second year. The company has the right to force conversion of the debentures, at these same conversion prices, following a period during which the company's shares have traded at a weighted average of 75 cents or more over any 10 consecutive trading days.

The convertible debentures are a direct, unsecured obligation of the company ranking subordinate to all senior indebtedness.

The private placement is subject to the acceptance of the Canadian Venture Exchange.