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December 31, 2001

 

ZTEST ANNOUNCES SALE OF PROMISSORY NOTE

NORTH YORK, December 31, 2001 - ZTEST Electronics Inc. ("ZTEST" or the "Corporation") (CDNX - "YZT") wishes to announce that it has agreed to sell a promissory note (the "Note") in the principal amount of $318,019.95 owed to it by Permatech Electronics Corporation, a subsidiary of ZTEST, to 1114377 Ontario Inc. The note bears interest at the rate of 8.5% per annum. Interest accrues without payment until September 30, 2002. From October 1, 2002 until June 30, 2003 interest only payments shall be made and after June 30, 2003 the principal amount shall be amortized over 3 years and repaid in blended interest and principal payments. The Note becomes due on June 30, 2006 together with all accrued interest. In consideration for the Note, 1114377 Ontario Inc. will issue to ZTEST a promissory note in the principal amount of $190,811.67 on the same terms and conditions as the Note and agree to release an option to acquire 375,000 common shares of Gametele Systems Inc. ("Gametele") at $0.40 per share from ZTEST to facilitate the sale of ZTEST's interest in Gametele to Dion Entertainment Corporation. 1114377 Ontario Inc. is controlled by Joanna Drzazga who is the spouse of Wojciech Drzazga, the President and Chief Executive Officer of ZTEST. The transaction is subject to the approval of the Canadian Venture Exchange and the board of directors of ZTEST.

ZTEST also wishes to announce that further to its press release of November 28, 2001, ZTEST has completed the settlement of $18,300 in debt owed to its five directors for services rendered for 143,529 common shares priced at $0.1275 per share.

The Corporation currently has 24,214,696 common shares outstanding.

For further information, contact: 
Mr. Ted Drzazga President & CEO ZTEST Electronics Inc. 
Tel. (416) 297-5155

The Canadian Venture Exchange has neither approved nor disapproved of the contents of this press release.

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