Audiotech amends convertible debenture offering

In news of March 19, 2004, Audiotech Healthcare announced that it had arranged a private placement of 220 $1,000 convertible debentures to 12 investors to raise a total of $220,000. Since then, another investor has subscribed for 10 $1,000 convertible debentures, thereby increasing the number of investors to 13 and the total convertible debenture subscription to 230 $1,000 convertible debentures to raise a total of $230,000.

All other particulars of the private placement of convertible debentures remain unchanged as announced in Stockwatch on March 19, 2004. The convertible debentures accrue interest at 10 per cent compounded annually and mature three years from the date of issue. The convertible debentures are convertible at the option of the holder at any time before the maturity date at a conversion price of 20 cents per share for the initial year, 22 cents per share for the second year and 25 cents per share for the third year.

The convertible debentures are a direct, unsecured obligation of the company ranking subordinate to all senior indebtedness.

The private placement is subject to the acceptance of the TSX Venture Exchange.

Shares acquired upon any conversion will be subject to a hold period as prescribed by the TSX-V policies and the rules of the British Columbia Securities Commission.