Mr. Osvaldo Iadarola reports

Audiotech Healthcare has arranged a private placement of 41 $1,000 convertible debentures to six investors to raise a total of $41,000. The convertible debentures pay interest, monthly, at 10 per cent compounded annually, 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 25 cents per share during the initial year and 35 cents per share during the second year.

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.