December 10, 1999 - C. I. Covington Fund And ZTEST Conclude Financing Agreement

ZTEST Electronics Inc., ZTST - CDN, ("ZTEST") wishes to announce that it has concluded a financing agreement with C.I. Covington Fund Inc. ("Covington").

Covington has agreed to acquire $1,950,000 of ZTEST's securities. $700,003.20 of Series D Preferred Shares were issued to Covington on December 6, 1999 (see Press Release dated December 7, 1999) being 328,640 Series D Preferred Shares for which Covington paid $450,003.20 in cash and assigned to ZTEST a $250,000 Promissory Note due from Nexsys Commtech International Inc. ("Nexsys") and payable July 31, 2000. Covington will also be subscribing for 500,000 units of ZTEST with each unit being comprised of one (1) common share priced at $2.50 and three-tens (3/10) of a warrant with each full warrant entitling Covington to acquire a further common share at $3.00 in the first year following closing, at $3.50 per share in the second year following closing and at $4.00 in the third year following closing. The consideration to be paid by Covington for the 500,000 units is the assignment of $750,000 worth of preferred shares of Nexsys and a $500,000 debenture of Nexsys.

"Our investment in ZTEST fits strategically for Covington given our desire to build a presence within the wireless communication industry. ZTEST has proven to be an excellent partner in our Nexsys initiative and this investment allows us to participate in the growth of ZTEST while continuing to contribute to the ongoing development of Nexsys, a leader in providing two-way wireless communications network products", said Grant Brown, Managing Partner, Covington Capital Corporation.

The management of ZTEST has offered to nominate Mr. Grant Brown, Managing Partner of Covington, as a director of ZTEST. Mr. Brown has accepted this nomination which will be presented to the shareholders at the annual general meeting scheduled for February 2000.

C.I. Covington Fund Inc. is a labour-sponsored fund managed by Covington Capital Corporation with over $200,000,000 in assets under management.

ZTEST offers Strategic Partner services in electronic design, development and manufacturing to emerging high tech companies in return for long-term manufacturing contracts, fees for services and equity positions.

For further information, please contact Mr. James E. Lalonde, Manager, Corporate Development, at (905) 569-3344 or visit our website at

The current outstanding capital of ZTEST is 16,658,816 common shares.

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