MISSISSAUGA, January 25, 2001 - ZTEST Electronics Inc., YZT-CDNX, ZTSTF-OTC BB, ("ZTEST"), is pleased to announce that at its Annual and Special Meeting held on December 5, 2000 it received shareholder approval to amend its stock option plan (the "Plan") to comply with the requirements of CDNX and Ontario Securities Commission Rule 45-503 and to increase the number of shares reserved under the Plan to a total of 4,245,916 common shares.

The Plan provides that eligible persons thereunder include any director, employee, (full-time or part-time), officer or consultant of ZTEST or any subsidiary thereof. The board of directors has the authority to determine, among other things, subject to the terms and conditions of the Plan, the terms, limitations, restrictions and conditions respecting the grant of stock options under the Plan. All options granted under the Plan after October 2, 2000 must be subject to a vesting schedule that permits no more than 1/4 of the options granted to vest immediately with the remaining options to vest as to 1/3 on each of the 6 month, 12 month and 18 month anniversaries of the granting of the options. The Plan permits the number of Common Shares reserved for issuance pursuant to stock options granted to insiders to exceed 10% of the outstanding issue and the issuance to insiders within a one-year period of a number of Common Shares to exceed 10% of the outstanding issue.

The Board has the authority under the Plan to establish the option price at the time each stock option is granted which shall in all cases be not less than the closing price of the Common Shares on the trading day immediately preceding the date of the grant less applicable discounts. Repricing of options granted to insiders requires the approval of a majority of disinterested shareholders.

Options granted under the Plan must be exercised no later than five (5) years after the date of grant and options are not transferable other than by will or the laws of descent and distribution. If an optionee ceases to be an eligible person for any reason whatsoever other than death, each option held by such optionee will cease to be exercisable in a period not exceeding three (3) months following the termination of the optionee's position with ZTEST unless the optionee is an Investor Relations Consultant in which case the options will expire within one (1) month of termination. If an optionee dies, the legal representative of the optionee may exercise the optionee's options for a period not exceeding one (1) year after the date of the optionee's death but only up to and including the original option expiry date.

ZTEST will not provide any optionee with financial assistance in order to enable such optionee to exercise stock options granted under the Plan.

ZTEST also wishes to announce that on January 23, 2001 it granted 497,500 options at a price of $0.89 per share until January 23, 2006 to the following persons subject to regulatory approval by CDNX:

Name Position with ZTEST Number of Options
William J. Brown Director 62,500
K. Michael Guerriero Director 50,000
  Director of Subsidiary 60,000
Donald Nurse Director 50,000
Romauld Pawluczyk Director 50,000
Wojciech Drzazga Director 50,000
Gaston R. Germain Director of Subsidiary 57,000
William R. Johnstone Secretary 24,000
Michael D. Kindy Chief Financial Officer 24,000
Cristian Ionescu Employee 40,000
Suren Jeyanayagam Employee 30,000
TOTAL 497,500

The exercise price of the options was based on the closing price of the common shares of ZTEST on January 22, 2001 being $0.89. ZTEST currently has 4,245,916 common shares reserved pursuant to its stock option plan of which 1,369,416 remain available for grant after taking into account the above grants.

The current outstanding capital of ZTEST is 21,537,834 common shares.

For further information, contact:

Mr. James E. Lalonde 
Manager, Corporate Development
ZTEST Electronics Inc.
Tel. (905) 569-3344 

This news release may include statements that constitute forward-looking statements. Please be cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements as a result of any number of factors, including risk factors contained in the Company’s disclosure documents.


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