Exhibit 10.13

AMENDMENT  NO.  1  TO  THE  SUBSCRIPTION  AGREEMENT  DATED  APRIL  25, 2002 (THE
"SUBSCRIPTION  AGREEMENT")  BETWEEN  DIVERSIFIED  PRODUCT  INSPECTIONS,  INC., A
FLORIDA  CORPORATION,  (THE "COMPANY"), AND THE UNDERSIGNED DEBENTURE PURCHASER,
SOFCON  LIMITED.

The  undersigned  parties  hereby  agree  to  remove the following language from
section  1  (c)  of  the  Subscription  Agreement:

"As  further  conditions  to  the funding of the second tranche in the amount of
$100,000 it will only be funded if, during the 20 trading days prior to funding,
(i)  the  closing bid price has not been less than $0.25, (ii) the daily average
dollar  trading volume (trading volume x closing bid price  by number of trading
days)  has  not  been less than $20,000 and (iii) the number of shares of Common
Stock being registered is not less than 200% of the number of shares required to
effect a conversion of the totaling $300,000 Debentures, taking into account the
number  of  Warrants  issued  and  accrued  but  unpaid  interest and liquidated
damages,  if  any."

Dated:  June  3,  2002


DIVERSIFIED  PRODUCT  INSPECTIONS,  INC.

BY:  /s/ John Van Zyll
      __________________
       John  Van  Zyll


SOFCON  LIMITED


BY:  /s/ Jan Telander
      ______________
     Jan Telander