The Canadian Venture Exchange has accepted for filing documentation with respect to a non-brokered private placement announced June 5, 2001.

Convertible debenture $56,000
Conversion price:     Convertible into units consisting of 224,000 common
                      share at 25 cents of principal outstanding in year one,
                      at 35 cents in year two.
Maturity date:        June 15, 2003
Interest rate:        10 per cent
Placees:              Six placees participated
Insider:              Darryl Walker 24,000