Press Releases: 2001

Press Release and Report of Acquisition

June 20, 2001

1. Name and address of the offeror:
Scotia Merchant Capital Corporation ("Scotia")
40 King Street West
Scotia Plaza, 38 th Floor
Toronto, Ontario
M5W 2X6

2. Designation and number or principal amount of securities and the offerors's securityholding percentage in the class of securities of which the offeror acquired ownership or control in the transaction or occurrence giving rise to the obligation to file the news release, and whether it was ownership or control that was acquired in the those circumstances:

On June 20, 2001, Scotia purchased 1,746,000 (15%) common shares of Automodular Corporation ("AC") and 1,459,234 class X exchangeable convertible voting shares ("Class X Shares") of Automodular Assemblies Inc. ("AAI") which are exchangeable into 6,790,000 common shares of AC under certain conditions. SMC Equity Partners 2001 Fund (the "Fund") purchased 54,000 (0.5%) common shares of AC and 45,131 Class X Shares of AAI which are exchangeable into 210,000 common shares of AC under certain conditions, over which Scotia, as trustee of the Fund, has control and direction. After the exchange of the Class X Shares the total holdings of Scotia and the Fund would be 8,800,000 (48%) common shares of AC.

3. Designation and number or principal amount of securities and the offerors's securityholding percentage in the class of securities immediately after the transaction or occurrence giving rise to the obligation to file the news release:
See Item #2

4. Designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities referred to in paragraph #3 over which

(a) the offeror, either alone or together with any joint actors, has ownership and control:
1,800,000 (16 %) common shares of AC and 1,504,365 Class X Shares of AAI which are exchangeable into 7,000,000 common shares of AC.

(b) the offeror, either alone or together with any joint actors, has ownership but control is held by other persons or companies other than the offeror or any joint actor:
Not applicable.

(c) the offeror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership:
Not applicable.

5. Name of the market where the transaction or occurrence that gave rise to the news release took place:
Private agreement.

6. Purpose of the offeror and any joint actors in effecting the transaction or occurrence that gave rise to the news release, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer:

The shares were acquired by Scotia in the ordinary course of its business of providing equity and mezzanine financing to North American companies requiring capital for expansion financing, acquisitions, leveraged or management buyouts, and recapitalizations. The shares were not acquired for the purpose of changing or influencing the control of AC. There is no current intention to acquire ownership of, or control over, additional securities of AC by Scotia, however, the directors, officers or employees of Scotia may acquire securities of AC unrelated to Scotia.

7. The general nature and the material terms of any agreement, other than lending arrangements, with respect to securities of the reporting issuer entered into by the offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to the news release, including agreements with respect to the acquisition, holding, disposition or voting of any of the securities:

In connection with the transactions the following agreements were entered into: Share Purchase Agreements, an Exchange Agreement, a Voluntary Escrow Agreement, a Voting Trust Agreement and a Registration Rights Agreement.