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Thinkpath Inc. Reports Second Quarter Results; All Results Reported in United States Dollars

    TORONTO--Aug. 20, 2002--Thinkpath Inc. (BSE:THTH) today reported results for the second quarter ended June 30, 2002.

    Financial Results

    Revenue for the three and six months ended June 30, 2002 was US$7.4 million and US$14.8 million respectively compared to $9.7 million and $20.2 million for the same periods in the prior year.
    The net loss for the three and six months ended June 30, 2002 was US$500,000 and US$1 million, representing a loss per share before preferred dividends of US$0.02 and US$0.05 and after preferred dividends of US$0.02 and US$0.05. The net loss for the three and six months ended June 30, 2001 was US$1.6 million and US$2.1 million, representing a loss per share before preferred dividends of US$0.11 and US$0.15 and US$0.14 and US$0.20 after preferred dividends.
    Gross profit for the three and six months ended June 30, 2002 was US$1.8 million and US$3.7 million compared with US$3.2 and US$6.8 for the same periods in the prior year.
    During the quarter the company continued to reduce its operating costs significantly. For the three months ended June 30, 2002, operating expenses (excluding depreciation) were US$1.8 million, a 54% reduction from second quarter of the prior year. For the six months ended June 30, 2002, operating expenses (excluding depreciation) were US$4 million, a 43% reduction from the same period of the prior year.

    Business Updates

    During the quarter and thereafter, the company made significant progress on a number of initiatives consistent with the restructuring plans outlined early in the year such as:

-- Closure and sale of non-profitable and non-complimentary operations;
-- Termination of redundant staff and implementation of other cost-cutting measures;
-- Reduction of current and long-term debt obligations;
-- Focus on growth in the technical publications, e-learning and engineering service division
-- Secure new financing to purchase current lender's debt and security

    During the quarter, the company completed the sale of certain assets of its training division, closed 1 office, and reduced its staff by 25, resulting in savings of approximately US$1 million per annum. Subsequent to June 30, 2002, the company terminated 10 employees representing additional savings of approximately US$600,000 per annum.
    Also subsequent to June 30, 2002, the company restructured its note payables, reducing its cash obligation and increasing its stockholder's equity by approximately US$1.6 million.
    During the quarter, the company continued to win new business in its technical publications, e-learning and engineering services division, including a US $2.6 million Computer System Validation and GMP Librarian services contract, an e-learning contract worth more than US$600,000, and a US$2 million engineering publication contract.
    Subsequent to the quarter, the company received a commitment for a US$4 million financing to replace its current lender, Bank One.
    Investors are advised to read the notes accompanying the financial statements as filed with the Form 10-Q to be found on nasdaq.com or contact Investor Relations for a full copy of the statements.

    About Thinkpath Inc.

    Thinkpath is a global provider of technological solutions and services in engineering knowledge management including design, drafting, technical publishing, e-learning, technical training and staffing. Thinkpath enables corporations to reinvent themselves structurally; drive strategies of innovation, speed to market, globalization and focus in new and bold ways. We are experts in the aerospace, automotive, manufacturing and health care industries.
    Headquartered in Toronto, Canada, Thinkpath has 390 employees in 11 offices across North America. Further information about the company, its services and products can be found at www.thinkpath.com.

    Forward-looking Statement

    This press release contains certain forward-looking statements regarding Thinkpath Inc., its business prospects and results of operations that are subject to certain risks and uncertainties posed by many factors and events that could cause Thinkpath's actual business, prospects and results of operations to differ materially from those that may be anticipated by such forward-looking statements. Readers are urged to carefully review and consider the various disclosures made by Thinkpath in this news release and other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect Thinkpath's business.


                                                       -UNAUDITED-

THINKPATH INC.
INTERIM CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2002 AND DECEMBER 31, 2001
(AMOUNTS EXPRESSED IN US DOLLARS)

                                        June 30,   December 31,       
                                          2002         2001
                                      ----------   ----------
                                             $            $
                               ASSETS
CURRENT ASSETS

    Cash                                  56,330      482,233
    Accounts receivable                5,167,076    5,502,113
    Inventory                             39,003       40,057
    Income taxes receivable              162,100      431,817
    Prepaid expenses                     877,514      345,341
                                      ----------   ----------
                                       6,302,023    6,801,561

CAPITAL ASSETS                         2,522,697    2,859,340

GOODWILL                               5,128,991    5,128,991

INVESTMENT IN NON-RELATED COMPANIES    1,013,926    1,013,926

LONG-TERM RECEIVABLE                      83,450       83,450

OTHER ASSETS                             436,390    1,287,710
                                      ----------   ----------
                                      15,487,477   17,174,978
                                      ==========   ==========


                                                       -UNAUDITED-
THINKPATH INC.
INTERIM CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2002 AND DECEMBER 31, 2001
(AMOUNTS EXPRESSED IN US DOLLARS)

                                         June 30,     December 31,
                                            2002           2001
                                        ----------     ----------
                                               $              $
                          LIABILITIES
CURRENT LIABILITIES

   Bank indebtedness                     4,478,367      5,039,171
   Accounts payable                      3,667,110      4,073,444
   Deferred revenue                        242,045        365,023
   Current portion of long-term debt       607,010        528,285
   Current portion of notes payable        230,000        150,000
                                        ----------     ----------
                                         9,224,532     10,155,923

DEFERRED INCOME TAXES                      150,380        150,380

LONG-TERM DEBT                             398,284        582,432

NOTES PAYABLE                            2,185,000      2,340,000

LIABILITIES PAYABLE IN CAPITAL STOCK       225,000        699,297
                                        ----------     ----------
                                        12,183,196     13,928,032
                                        ----------     ----------

              STOCKHOLDERS' EQUITY

CAPITAL STOCK                           27,906,817     26,571,481

DEFICIT                                (23,780,992)   (22,719,044)

ACCUMULATED OTHER COMPREHENSIVE LOSS      (821,544)      (605,491)
                                        ----------     ----------
                                         3,304,281      3,246,946
                                        ----------     ----------
                                        15,487,477     17,174,978
                                        ==========     ==========


                                                       -UNAUDITED-
THINKPATH INC.
INTERIM CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE AND SIX MONTHS ENDED JUNE 30
(AMOUNTS EXPRESSED IN US DOLLARS)

                       THREE MONTHS THREE MONTHS SIX MONTHS SIX MONTHS
                            ENDED      ENDED       ENDED      ENDED
                           JUNE 30,   JUNE 30,    JUNE 30,   JUNE 30, 
                             2002       2001        2002       2001
                          ---------- ---------- ---------- ----------
                               $          $          $          $

REVENUE                    7,377,052  9,740,937 14,782,729 20,239,138

COST OF SERVICES           5,622,032  6,585,033 11,120,434 13,453,559
                          ---------- ---------- ---------- ----------
GROSS PROFIT               1,755,020  3,155,904  3,662,295  6,785,579
                          ---------- ---------- ---------- ----------
EXPENSES
  Administrative             875,058  2,254,873  2,026,132  2,925,818
  Selling                    926,000  1,606,838  1,967,162  3,196,378
  Financing Expenses              --    (51,111)        --    573,525
  Depreciation and 
   amortization              307,430    471,902    605,585    951,218
  Restructuring costs             --     62,006         --    303,457
                          ---------- ---------- ---------- ----------
                           2,108,488  4,344,508  4,598,879  7,950,396
                          ---------- ---------- ---------- ----------

INCOME (LOSS) FROM 
  CONTINUING OPERATIONS
  BEFORE INTEREST CHARGES   (353,468)(1,188,604)  (936,584)(1,164,817)

  Interest Charges           232,892    241,787    468,471    474,493
                          ---------- ---------- ---------- ----------
INCOME (LOSS) FROM 
  CONTINUING OPERATIONS
  BEFORE INCOME TAXES       (586,360)(1,430,391)(1,405,055)(1,639,310)

  Income taxes                   110    200,030    (25,300)   403,992
                          ---------- ---------- ---------- ----------
INCOME (LOSS) FROM 
 CONTINUING OPERATIONS      (586,470)(1,630,421)(1,379,753)(2,043,302)

INCOME (LOSS) FROM 
 DISCONTINUED OPERATIONS
 (INCLUDING GAIN ON 
 DISPOSAL OF $497,579)        79,165     11,387    372,980    (66,028)
                          ---------- ---------- ---------- ----------
NET INCOME (LOSS)           (507,305)(1,619,034)(1,006,775)(2,109,330)

PREFERRED STOCK 
 DIVIDEND REQUIREMENTS        31,493    438,231     55,173    664,731

EARNINGS APPLICABLE 
 TO COMMON STOCK            (538,798)(2,057,265)(1,061,948)(2,774,061)
                          ========== ========== ========== ==========

WEIGHTED AVERAGE NUMBER 
  OF COMMON STOCK
  OUTSTANDING BASIC 
  AND FULLY DILUTED       24,511,005 14,713,383 21,182,368 13,869,253
                          ========== ========== ========== ==========

INCOME (LOSS) PER WEIGHTED 
  AVERAGE COMMON STOCK BEFORE 
  PREFERRED DIVIDENDS          
  BASIC AND FULLY DILUTED      (0.02)     (0.11)     (0.05)     (0.15)
                          ========== ========== ========== ==========

INCOME (LOSS) PER WEIGHTED 
  AVERAGE COMMON STOCK AFTER 
  PREFERRED DIVIDENDS
  BASIC AND FULLY DILUTED      (0.02)     (0.14)     (0.05)     (0.20)
                          ========== ========== ========== ==========



                                                       -UNAUDITED-
THINKPATH INC.
INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 
 THE YEAR ENDED DECEMBER 31, 2001
(AMOUNTS EXPRESSED IN US DOLLARS)
                                                                      
                     COMMON STOCK       PREFERRED STOCK       CAPITAL 
                        NUMBER OF       NUMBER OF SHARES      STOCK   
                          SHARES       A       B      C       AMOUNTS 
                       ----------    -----   -----  -----  ----------
Balance as of 
 December 31, 2000     11,915,138    1,050     750      -  23,759,415 

Net loss for the year           -        -       -      -           - 

Other comprehensive 
 income (loss), net of tax:
   Foreign currency translation -        -       -      -           - 
   Adjustment to market value   -        -       -      -           - 

 Other comprehensive income                                           

Comprehensive loss                                                   

Issuance of common 
 stock for cash           525,000        -       -      -     400,000 

Issuance of 
 preferred stock                -        -       -  1,230   1,230,000 

Options exercised          22,122        -       -      -           1 

Common stock and warrants 
 issued in consideration 
 of services              714,267        -       -      -     519,994 

Reduction in common 
 stock payable            596,667        -       -      -     709,005 

Dividend on preferred stock     -        -       -      -     414,848 

Conversion of preferred 
 stock to common stock  3,864,634   (1,050)   (750)  (285)          - 

Beneficial conversion on
 Issuance of preferred stock    -        -       -      -     284,093 

Debt settled through 
 the issuance of 
 common stock              93,883        -       -      -      44,125 

Allowance for deferred 
 taxes recoverable on 
 issue expenses                 -        -       -      -    (790,000)
                       ----------    -----   -----  -----  ----------
Balance as of 
 December 31, 2001     17,731,711        -       -    945  26,571,481 
                       ==========    =====   =====  =====  ==========

Net loss for the period         -        -       -      -           - 

Other comprehensive income 
 (loss), net of tax:
   Foreign currency translation -        -       -      -           - 
   Adjustment to market value   -        -       -      -           - 

 Other comprehensive income                                          

Comprehensive loss                                                   

Reduction in common 
 stock payable          1,756,655        -       -      -     474,297

Dividend on preferred stock     -        -       -      -      21,617 

Conversion of preferred 
 stock to common stock    541,593        -       -    (65)          - 

Beneficial conversion on
 Issuance of preferred stock    -        -       -      -       2,063 

Debt settled through 
 the issuance of 
 common stock           1,253,752        -       -      -     226,956 
                       ----------    -----   -----  -----  ----------
Balance as of 
 March 31, 2002        21,283,711        -       -    880  27,296,414 
                       ==========    =====   =====  =====  ==========

Net loss for the period         -        -       -      -           - 

Other comprehensive income 
 (loss), net of tax:
   Foreign currency translation -        -       -      -           - 
   Adjustment to market value   -        -       -      -           - 

 Other comprehensive income                                          

Comprehensive loss                                                   

Common stock and warrants 
 issued in consideration 
 of services            3,681,818        -       -      -     578,910 

Dividend on preferred stock     -        -       -      -       7,842 

Conversion of preferred 
 stock to common stock  3,253,534        -       -   (280)          - 

Beneficial conversion on
 Issuance of preferred stock    -        -       -      -      23,651 
Debt settled through 
 the issuance of 
 common stock                            -       -              
                       ----------    -----   -----  -----  ----------
Balance as of 
 June 30, 2002         28,219,063        -       -    600  27,906,817
                       ==========    =====   =====  =====  ==========


                                                            

                                                          ACCUMULATED 
                                                             OTHER    
                                 RETAINED  COMPREHENSIVE COMPREHENSIVE
                                 EARNINGS  INCOME (LOSS) INCOME (LOSS)
                                ----------   ----------   ----------  
Balance as of 
 December 31, 2000              (12,306,862)               (653,547)
                                
Net loss for the year            (9,683,442)  (9,683,442)
                                               ---------
Other comprehensive 
 income (loss), net of tax:
   Foreign currency translation           -      209,506
   Adjustment to market value             -     (161,450)
                                               ---------
 Other comprehensive income                       48,056     48,056
                                               ---------
Comprehensive loss                            (9,635,386)
                                               =========
Issuance of common 
 stock for cash                           -

Issuance of 
 preferred stock                          -

Options exercised                         -

Common stock and warrants 
 issued in consideration 
 of services                              -

Reduction in common 
 stock payable                            -

Dividend on preferred stock        (444,647)

Conversion of preferred 
 stock to common stock                    -

Beneficial conversion on
 Issuance of preferred stock       (284,093)

Debt settled through 
 the issuance of 
 common stock                             -

Allowance for deferred taxes
 recoverable on issue expenses            -
                                -----------                --------
Balance as of 
 December 31, 2001              (22,719,044)               (605,491)
                                ===========                ========

Net loss for the period            (499,470)    (499,470)
                                                --------
Other comprehensive income 
 (loss), net of tax:
   Foreign currency translation           -     (277,058)
   Adjustment to market value             -            -
                                                --------

 Other comprehensive income                     (277,058)  (277,058)
                                                --------

Comprehensive loss                              (776,528)
                                                ========

Reduction in common 
 stock payable                            -

Dividend on preferred stock         (21,617)

Conversion of preferred 
 stock to common stock                    -

Beneficial conversion on
 Issuance of preferred stock         (2,063)

Debt settled through 
 the issuance of 
 common stock                             -
                                -----------                --------
Balance as of 
 March 31, 2002                 (23,242,194)               (882,549)
                                ===========                ========

Net loss for the period            (507,305)    (507,305)
                                                --------

Other comprehensive income 
 (loss), net of tax:
   Foreign currency translation           -       61,005
   Adjustment to market value             -            -
                                                --------
 Other comprehensive income                       61,005     61,005
                                                --------

Comprehensive loss                              (446,300)
                                                ========

Common stock and warrants 
 issued in consideration 
 of services                              -

Dividend on preferred stock          (7,842)

Conversion of preferred 
 stock to common stock                    -

Beneficial conversion on
 Issuance of preferred stock        (23,651)

Debt settled through the 
 issuance of common stock                 -
                                -----------                --------

Balance as of June 30, 2002     (23,780,992)               (821,544)
                                ===========                ========



THINKPATH INC.                                          - UNAUDITED - 
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30
(AMOUNTS EXPRESSED IN US DOLLARS)

                                             2002            2001
                                             ----            ---- 
                                               $               $
Cash flows from operating activities                                  
 Net income (loss)                        (1,006,775)     (2,109,330)
                                          -----------     -----------
 Adjustments to reconcile 
  net loss to net cash (used in)
  provided by operating activities:                           

 Amortization                                692,134       1,123,705
 Decrease (increase) in 
  accounts receivable                        483,589         840,226
 Decrease (increase) in 
  prepaid expenses                          (599,840)        (50,568)
 Increase (decrease) in 
  accounts payable                          (512,012)        167,969
 Decrease (increase) in 
  deferred income taxes                        --            397,362  
 Decrease (increase) in 
  inventory                                    1,122          30,472  
 Increase (decrease) in 
  deferred revenue                          (124,036)        (44,685) 
 Increase in income taxes 
  payable (receivable)                       269,699             -- 
 Common stock and warrants 
  issued for services                        578,909         354,682 
 Long-term investment received 
  for services                                 --           (205,242)
 Gain on disposal of subsidiary             (497,579)          --    
                                          -----------     -----------
   Total adjustments                         291,986       2,613,921
                                          -----------     ----------- 
   Net cash used in operating activities    (714,789)        504,591  
                                          -----------     -----------


Cash flows from investing activities        
 Purchase of capital assets                 (246,570)       (214,691)
 Disposal (purchase) of other assets          16,156        (294,202)
 Increase in long-term receivable              --           (188,626)
 Proceeds on disposal of subsidiary        1,320,786           --   
                                          -----------     -----------
 Net cash used in investing activities     1,090,372        (697,519)
                                          -----------     ----------- 
Cash flows from financing activities         
 Repayment of notes payable                  (75,000)       (192,164)
 Repayment of long-term debt                (390,768)       (475,845)
 Cash received (paid) on long-term debt      259,350         225,000  
 Proceeds from issuance of common stock        --            400,000 
 Proceeds from issuance of 
  preferred stock                              --          1,100,000  
 Increase (decrease) in bank indebtedness   (617,516)       (812,515)
                                          -----------     -----------
 Net cash provided by financing activities  (823,934)        244,476 
                                          -----------     -----------
Effect of foreign currency exchange 
 rate changes                                 22,448         (51,548)
                                          -----------     -----------

Net increase (decrease) in cash and 
 cash equivalents                           (425,903)          --    
Cash and cash equivalents                                             
 -Beginning of period                        482,233           --
                                          -----------     -----------
 -End of period                               56,330           --     
                                          ===========     ===========
                                                                      
SUPPLEMENTAL CASH ITEMS:                                              
 Interest paid                               476,838         300,434
                                          ===========     ===========
 Income taxes paid (recovered)               (25,300)          3,992
                                          ===========     ===========

SUPPLEMENTAL NON-CASH ITEM:
 Preferred stock dividend                     55,173         664,731
 Common shares issued for liabilities        701,253           --
                                          ===========     ===========