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February 20, 2002

 

ZTEST ANNOUNCES STOCK OPTION GRANTS AND DEBT SETTLEMENT

NORTH YORK, February 20, 2002 - ZTEST Electronics Inc. ("ZTEST" or the "Corporation") (CDNX - "YZT") wishes to announce that at its Annual and Special Meeting of Shareholders held on February 19, 2002 John Perreault was elected as a director joining Wojciech Drzazga, Don Nurse, Mike Guerreiro and Bill Brown on the board of directors. The board of directors would like to thank Mr. Romuald Pawluczyk for his years of service as a director of ZTEST. ZTEST also wishes to announce that John Perreault has been appointed President and Chief Operating Officer of ZTEST and that Wojciech Drzazga has been appointed Chairman and Chief Executive Officer of ZTEST.

At the meeting, shareholders also approved a change of the municipality of the registered office of ZTEST from the Regional Municipality of Peel to the Municipality of Metropolitan Toronto and an increase in the number of shares reserved under ZTEST's stock option plan by 2,025,104 shares to 6,271,020 shares, subject to regulatory approval by CDNX.

In addition, on February 19, 2002 ZTEST granted 900,000 options at a price of $0.24 per share until February 19, 2007 to the following persons, subject to regulatory approval by CDNX:

Name

Position with ZTEST

Number of Options

Wojciech Drzazga Chief Executive Officer 200,000
Director 75,000
John Perreault President 200,000
Director 75,000
William Brown Director 75,000
K. Michael Guerriero Director 75,000
Don Nurse Director 75,000
William R. Johnstone Director 75,000
Mike Kindy Director 75,000

TOTAL

900,000

The exercise price of the options was based on the closing price of the common shares of ZTEST on February 19, 2002 being $0.24. ZTEST currently has 4,245,916 common shares reserved pursuant to its stock option plan of which 1,524,916 remain available for grant after taking into account the above grants, subject to an increase in the plan by the additional 2,025,104 options referred to above on the receipt of regulatory approval.

Finally, ZTEST wishes to announce that it has agreed to settle a total of $9,000 in debt owed to its counsel for services rendered for 37,500 common shares priced at $0.24 per share. The completion of this transaction is subject to the approval of the Canadian Venture Exchange.

For more information contact Investor Relations: 
Flora Wood and Philip Williams 
(416) 323-3888 
email: info@ztest.com 

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

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