July 8, 2004 - CrossOff Incorporated Completes $5,000,000 Debenture Financing

(Halifax, Canada) CrossOff Incorporated (TSX:OFF) announced today that it has entered into a term debt financing arrangement for proceeds of $5 million. The financing was secured through an investment group comprised of Wellington Financial LP Fund II and VenGrowth Capital Partners. As part of this financing, CrossOff, in part directly and in part through a wholly owned subsidiary, issued secured debentures to Wellington Financial and VenGrowth. The secured debentures have an initial term of 18 months, bear interest at a rate of 12% per annum payable monthly and can be renewed for an additional six-month period at the written request of CrossOff, subject to CrossOff meeting certain financial conditions. In addition, CrossOff has issued an aggregate of 4,545,454 million warrants permitting Wellington Financial and VenGrowth to acquire common shares of CrossOff at an exercise price of $0.22 per share purchase warrant for a period of five years.

The proceeds from the financing will be used to retire CrossOff’s existing receivables factoring arrangement, pay out certain existing debts, finance new business opportunities, working capital and general corporate purposes.

“We have spent the past year on cost controls and streamlining the Polar Bear business to make it profitable. With the proceeds of this financing, we are ready to focus on growth and expansion” said Donnie Snow, President and CEO of CrossOff Incorporated.

“With the growing rebound in IT spending, it is only natural that IT training is the second shoe to drop,” said Mark McQueen, President of Wellington Financial. “CrossOff is well positioned as Canada’s #2 player in this sector and has demonstrated it can return to sustainable profitability. We are pleased to support CrossOff as it builds on this recent success.”

“As a leading provider of information technology training to Canadians, CrossOff is well placed to benefit from a re-energized corporate IT market,” said Graham McBride, General Partner, VenGrowth Capital Partner. “With a proven management team and attractive growth prospects in a strong market niche, CrossOff is an excellent example of the type of Canadian businesses we can aim to partner with.”