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February 26, 2002

 

ZTEST ANNOUNCES SALE OF INTEREST IN GAMETELE

NORTH YORK, February 26, 2002 - ZTEST Electronics Inc. ("ZTEST" or the "Corporation") (CDNX - "YZT") wishes to announce that, pursuant to the take-over bid made by Dion Entertainment Corp. of Surrey, BC ("Dion"), the Corporation sold its interest in Gametele Systems Inc. of Mississauga, ON ("Gametele") to Dion. The transaction closed on February 14, 2002 (the "Closing Date").

The core business of Dion is the management of bingo games in various forms, including media bingo. Gametele owns BingoTrax technology capable of tracking the sales of bingo tickets, developed for Gametele by ZTEST. Dion common shares are listed on the Toronto Stock Exchange under the symbol DIO. Its shares closed February 25, 2002 at $0.36. More information can be obtained from Dion's web site at www.dion-bingo.com.

As consideration for the 5,170,000 common shares of Gametele held by the Corporation, ZTEST received 1,034,000 common shares of Dion. These common shares are subject to a 1 year hold period from the Closing Date and an escrow agreement ("Trading Restrictions") that will result in the release of shares as follows:

Quantity          Date of Release 
10%                 Feb. 14, 2002 
40%                 Dec. 27, 2002 
30%                 Dec. 27, 2003 
20%                 Jun. 27, 2004

As part of this transaction, ZTEST agreed to restructure Gametele's debt into one $4,964,615 debenture secured by all of the assets of Gametele (the "Debenture"). On the Closing Date Dion purchased 10% of the Debenture by the issuance to ZTEST of 400,000 common shares of Dion, subject to Trading Restrictions. The balance of the Debenture is repayable over the next 5 years and it starts to bear interest at 6% per annum in its second year. Dion has the ability to settle the instalments of the Debenture by issuance to ZTEST of Dion common shares at the rate of one common share for every $1.2412 due. ZTEST also retained a long term manufacturing contract for BingoTrax terminals.

The closing of this transaction signals a further step in completing the Corporation's transition from technology incubator to EMS provider as evidenced by the acquisition of Permatech Electronics Corporation and subsequent factory expansion. ZTEST will continue to increase Permatech's capacity while responding to continuing positive indications of customer demand.

About Permatech Electronics Corp. 
Permatech Electronics, a wholly owned subsidiary of ZTEST Electronics Inc. (CDNX:YZT), is an ISO 9002 certified Electronics Manufacturing Services (EMS) firm founded in 1982. Permatech is a Turnkey EMS provider offering Materials Management, Printed Circuit Board (PCB) assembly, Testing and Design services. Permatech manufactures in a 20,000 square foot facility in North York, Ontario, Canada. The company serves the Consumer Electronics, Telecommunications, Industrial, Military, Wireless and Medical markets while focusing on high quality, quick-turn, small and medium size run production.

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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