The TSX Venture Exchange has accepted for filing documentation with respect to a non-brokered private placement announced May 17, 2002.

Conv. debenture:    $415,000
Conv. price:        Convertible into units consisting of 1,383,333 common
                    shares. Convertible into common shares of the company
                    at 30 cents per share at any time during the two-year
                    term.
Maturity date:      May 31, 2004
Interest rate:      10-per-cent annual rate of interest compounded
                    semi-annually and payable in blended installments of
                    principal and interest
Placees:            Eight placees participated