Audiotech Healthcare has extended and revised its investor relations agreement with Diane Andrews of J.J. & D. Communications effective May 1, 2002. Pursuant to the terms of the revised investor relations agreement, Ms. Andrews, as the company's investor relations consultant, will continue to direct and co-ordinate the public and investor relations, promotions, and marketing efforts and activities of the company in consultation with the board of directors.

The company has agreed to pay Ms. Andrews a fixed monthly fee of $3,500 and to reimburse her for all proper expenses incurred in discharging her responsibilities.

The company has also, concurrently, granted to Ms. Andrews a consultant's stock option agreement entitling her to purchase up to 240,000 shares of the company over a term of one year at the times and at the prices depicted in the following table:

The stock option agreement is subject to the acceptance of the TSX Venture Exchange. If that acceptance is given, the company anticipates, based upon the pertinent policies of the TSX, that there will be a four-month hold period imposed upon the resale of the shares. As depicted in the above table, the stock option agreement includes a vesting schedule, as required by TSX policies, permitting exercise of the share purchase options, as to only one-quarter of the total, at the end of each quarter of the year.