TORONTO, July 8, 2004 – VenGrowth Capital Partners Inc. (“VenGrowth”), a leading private equity firm with over $1 billion in assets under management, today announced the closing of the first investment of the VenGrowth Traditional Industries Fund. The Fund joined the VenGrowth II Investment Fund and Wellington Financial LP in a $5 million financing of CrossOff Inc. (OFF:TSX) – a Canadian-based services company that specializes in information technology training.

The structure of the investment is a secured debenture that bears an interest rate of 12% per annum payable monthly. The debenture has an initial term of 18 months and can be renewed for an additional six-month period subject to CrossOff Inc. (“CrossOff”) meeting certain financial conditions. In addition, CrossOff has issued warrants permitting VenGrowth to acquire common shares of CrossOff at an exercise price of $0.22 per share for five years.

“The investment structure enables us to generate a flow of current interest to the Fund, as well as hold an equity interest that allows our investors to benefit from the future growth of the business. This type of loan provides the blend of capital preservation, income and growth potential that we target on behalf of our shareholders,” said Graham McBride, General Partner, VenGrowth Capital Partners. “We have reviewed over 100 potential investment opportunities before closing our first investment for the Fund. With a proven management team, strong cash flows and significant growth prospects in an attractive market niche, CrossOff is a good example of the type of established, mid-market Canadian business that the Fund aims to invest in.”

CrossOff’s chief operating business is Polar Bear Corporate Education Solutions – one of Canada’s largest IT training providers with more than 20 training facilities coast to coast. Polar Bear has over 20 years of experience in technology and management training for Canadian corporations and agencies. CrossOff’s revenues from its continuing operations topped $25 million in fiscal 2003.

“With the proceeds of this financing, we are ready to focus on growth and expansion,” said Donnie Snow, Chief Executive Officer, CrossOff Inc. “VenGrowth is an excellent partner for CrossOff as we continue our strategy of organic growth and strategic acquisitions.”

About VenGrowth Traditional Industries Fund

The VenGrowth Traditional Industries Fund Inc. is VenGrowth’s most conservative labour sponsored investment fund (“LSIF”) to date. Launched in November 2003, the Fund focuses on predominantly small and medium sized Canadian companies in traditional manufacturing and services industries that are expected to generate sustainable cash flows. The Fund invests primarily using debt instruments with the objective of generating interest and dividend income to the Fund (typically known as mezzanine financing) as well as long-term capital appreciation. The Fund is managed by a team of specialized VenGrowth professionals led by Graham McBride, a highly regarded mezzanine financing expert with over 17 years of experience. In addition to expert management, the Fund offers investors long-term performance potential, 100% RRSP-eligibility and, through its LSIF structure, eligibility for substantial tax credits. The Fund had net assets of over $24 million as of June 30, 2004.

About VenGrowth

With over $1 billion in assets under management, VenGrowth is Canada’s largest private equity and venture capital firm managing both retail and institutional assets. Since 1982, VenGrowth’s accomplished team of seasoned private equity managers has invested over $1 billion in 170 companies, building a strong track record of successful portfolio transactions. These investments have been made on behalf of over 160,000 individual investors as well as leading pension funds, insurance companies and family foundations. VenGrowth’s offices are located in Toronto (Corporate Headquarters) and Ottawa. For more information, please visit: www.vengrowth.com

About CrossOff

CrossOff Incorporated is a Canadian based services company and is traded on the Toronto Stock Exchange under the symbol "OFF". CrossOff Incorporated is a diversified company with operating units focused in the areas of technology training & consulting and anti-counterfeiting & brand protection with sales offices across Canada and the United States. For more information, please visit:www.crossoff.com

For further information:
Angus Fisher
VenGrowth Capital Partners
(416) 967 2271
afisher@vengrowth.com