EXHIBIT 1

FIRSTSERVICE CORPORATIONANNUAL INFORMATION FORM  FOR THE YEAR ENDED  MARCH 31, 2004



MAY 25, 2004

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TABLE OF CONTENTS

|Corporate structure                                      |  | 3 
|-------------------------------------------------------- |  | --
|General development of the business                      |  | 4 
|Business description                                     |  | 4 
|Business strategy                                        |  | 10
|Seasonality                                              |  | 12
|Trademarks                                               |  | 12
|Employees                                                |  | 13
|Minority interests                                       |  | 13
|Dividend policy                                          |  | 13
|Capital structure                                        |  | 13
|Market for securities                                    |  | 13
|Transfer agents and registrars                           |  | 14
|Directors and officers                                   |  | 14
|Legal proceedings                                        |  | 15
|Properties                                               |  | 15
|Selected consolidated financial information              |  | 16
|Risk and uncertainties                                   |  | 17
|Management's discussion and analysis                     |  | 18
|Material contracts                                       |  | 18
|Cease trade orders, bankruptcies, penalties or sanctions |  | 18
|Conflicts of interest                                    |  | 18
|Audit Committee                                          |  | 18
|Additional information                                   |  | 19
|Forward-looking statements                               |  | 19

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FIRSTSERVICE CORPORATION    ANNUAL INFORMATION FORM    MAY 25, 2004

All amounts referred to in this Annual Information Form ("AIF") are in United States dollars unless otherwise indicated. All financial and statistical data in this AIF
is presented as at March 31, 2004 unless otherwise indicated.

Corporate structure

FirstService Corporation (the "Company" or "FirstService") was formed under theBusiness Corporations Act(Ontario) by Certificate of Incorporation dated February 25, 1988. The Company amalgamated with Coloma Resources Limited pursuant to a Certificate of Amalgamation dated July 31, 1988,
and the amalgamated corporation continued under the name "FirstService Corporation".

By
Certificate of Amendment dated April 2, 1990, the Company: (i) consolidated each of its Class A Subordinate Voting Shares on a 30 to 1 basis and changed the
designation of that class of shares to "Subordinate Voting Shares", each such share carrying one vote; and (ii) consolidated each of its Class B shares on a 30 to 1 basis and changed the
designation of that class of shares to "Multiple Voting Shares", each such share carrying 20 votes.

Our
fiscal year-end is March 31. Our Subordinate Voting Shares are publicly traded on both the Toronto Stock Exchange (symbol: FSV) and the NASDAQ National Market
(symbol: FSRV). Our head and registered office is located at 1140 Bay Street, Suite 4000, Toronto, Ontario, M5S 2B4.

The
following chart sets out the significant subsidiaries of the Company. The voting securities not controlled by us are those of operating management of each respective subsidiary.

|Name of subsidiary                                           |  | Percentage of
voting securities
owned by
FirstService |  | Jurisdiction of incorporation
|------------------------------------------------------------ |  | ----------------------------------------------------- |  | -----------------------------
|American Pool Enterprises, Inc.                              |  | 88.21%                                                |  | Delaware                     
|BDP Business Data Services, Ltd.(1)                          |  | 88.37%                                                |  | Ontario                      
|BLW, Inc. (d/b/a Security Services and Technologies ("SST")) |  | 82.90%                                                |  | Pennsylvania                 
|DDS Distribution Services, Ltd.(1)                           |  | 87.50%                                                |  | Ontario                      
|FirstService (U.S.A.), Inc.                                  |  | 100.00%                                               |  | Delaware                     
|FirstService Delaware, LLC                                   |  | 100.00%                                               |  | Delaware                     
|FirstService Delaware, LP                                    |  | 100.00%                                               |  | Delaware                     
|Greenspace Services Ltd.(2)                                  |  | 90.00%                                                |  | Ontario                      
|Intercon Security Ltd.                                       |  | 100.00%                                               |  | Ontario                      
|Prime Management Group, Inc.                                 |  | 94.73%                                                |  | Florida                      
|Rossmar & Graham Community Association Management, Inc.      |  | 93.31%                                                |  | Arizona                      
|The Continental Group, Inc.                                  |  | 85.85%                                                |  | Florida                      
|The Franchise Company, Inc.                                  |  | 82.50%                                                |  | Ontario                      
|The Wentworth Group, Inc.                                    |  | 84.35%                                                |  | Pennsylvania                 
|Watts Communications Inc.(1)                                 |  | 100.00%                                               |  | Ontario                      
|Watts NCH Promotional Services Ltd.(1)                       |  | 100.00%                                               |  | Ontario                      

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General development of the business

Our origins date back to 1972 when Jay S. Hennick, President and CEO of the Company, started a Toronto swimming pool and recreational facility management
business, which became the foundation of FirstService. In 1993, we completed our initial public offering on the Toronto Stock Exchange, raising C$20 million. In 1997, a second stock offering
was completed in Canada and the United States raising US$20 million.

From
1994 to present, the Company completed numerous acquisitions, developing and growing the service lines that exist today.

In
1996, we obtained a revolving credit facility from a syndicate of banks, which has been amended and restated at various times to the present. The maximum presently available under the
revolving credit facility is $90 million. In 2001, we completed a private placement of $100 million of 8.06% Senior Secured Notes due June 29, 2011 with a group of
U.S. institutional investors. In October 2003, a further $50 million of 6.40% Senior Secured Notes due September 30, 2015 was issued. In both cases, proceeds were used to
repay amounts outstanding on the revolving credit facility.

In
October 2003, our Consumer Services unit acquired two franchise systems  Pillar to Post and Floorcoverings
International  and two franchises of our California Closets franchise system  San Francisco and Toronto. In
January 2004, we acquired a small residential property management business in South Florida, as well as an Integrated Security Services business with operations in Florida and Texas.

On
April 1, 2004, we sold the assets of Greenspace Services Ltd., our company-owned lawn care operation based in Toronto, to a subsidiary of The ServiceMaster Company.

In
April 2004, we reorganized the management structure of our two Integrated Security Services businesses, Security Services and Technologies and Intercon Security Ltd., to
bring the businesses under a common management team.

In
May 2004, as part of the our ongoing plan to integrate and realize synergies, the Business Services operations were re-branded as "Resolve", and
re-organized to operate as Resolve Corporation.

Business description

Overview

FirstService is a North American leader in the rapidly growing service sector, providing services to commercial, residential and institutional customers in the
following areas: Residential Property Management, Integrated Security Services, Consumer Services and Business Services. Each service line provides essential or near-essential services,
generates a high percentage of recurring revenues, has strong cash flows, generates high returns on invested capital and can be leveraged through margin enhancement, cross-selling or consolidation.

Our
operations are conducted through four operating segments:

GRAPHIC

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|                                |  | Years ended March 31
|------------------------------- |  | --------------------
|
|
|Residential Property Management |  | $                   
|Integrated Security Services    |  |                     
|Consumer Services               |  |                     
|Business Services               |  |                     
|Corporate                       |  |                     
|                                |  |                     
|Total                           |  | $                   
|                                |  |                     

Residential Property Management

FirstService is the largest manager of private residential communities in North America. Private residential communities include condominiums, cooperatives, gated
communities and a variety of other residential developments governed by multiple unit residential community associations (collectively referred to as "community associations"). In total, we manage
more than 450,000 residential units in 2,500 community associations in the States of Florida, New York, New Jersey, Arizona, Virginia, Pennsylvania, Delaware, Maryland and
the District of Columbia.

In
Florida, we operate under the Continental Group, Prime Management Group, Dickinson Management and Sterling Management brands. In the mid-Atlantic region, we operate under
the Wentworth Group, Armstrong Management, Cooper Square and Arco Wentworth Management brands. Our Arizona operations are conducted through Rossmar & Graham Community Association Management.

In
addition, through our American Pool Enterprises, Inc. subsidiary, we are the largest manager of commercial swimming pools and recreation facilities in North America. American
Pool Enterprises currently serves approximately 1,200 commercial swimming pools and recreation facilities and 5,000 residential swimming pools in ten states and in Canada, providing
recreational facility management, staffing, maintenance and restoration services. Operations outside of the Florida and Arizona markets are seasonal in nature with the majority of revenues being
earned in the first and second fiscal quarters.

In
the residential property management industry, there are two types of professional property management companies: (i) traditional property managers, and
(ii) full-service property managers. Traditional property managers primarily handle administrative property management functions such as collecting maintenance fees, sourcing and
paying suppliers, preparing financial statements and contracting out support services. Full-service property managers provide the same services as traditional property managers but also
provide a variety of other services under one exclusive contract.

FirstService
is a full-service property manager and in many markets provides a full range of services including grounds maintenance, landscaping, painting, restoration, pest
control, irrigation, real estate sales and leasing, heating, air conditioning, plumbing and swimming pool management and maintenance.

The
aggregate budget of the community associations managed by FirstService is approximately $1.4 billion. The aggregate budget of all the community associations in the
United States is estimated to be $35 billion. Currently, FirstService accesses approximately 20% of the aggregate budget of its communities through the various services that it offers.
Our strategy is to continue to add communities under management while striving to earn a greater percentage of the aggregate budget by introducing additional services and products.

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Based
on recent industry data compiled by the Community Associations Institute, we estimate that: (i) more than 50 million Americans, representing approximately
20 million households, live in condominiums, cooperatives, planned communities and other residential developments governed by multiple unit residential community associations; (ii) more
than 50% of new homes currently being built in and around major metropolitan areas in the United States are within these categories; (iii) there are approximately
250,000 community associations in the United States; and (iv) the total annual operating expenses for these community associations are estimated to be $35 billion. The
market is growing at a rate of approximately 3% per year as a result of the 6,000-8,000 new community associations formed each year. In addition, the growing trend from
self-management to professional management, currently almost 50% of the market, is believed to at least double the effective growth rate for professional property management companies.

Typically,
owners of private residential units are required to pay quarterly or monthly fees to cover the expenses of managing the condominium or homeowner association's business
activities and maintaining community properties. Historically, decision making for communities was delegated to volunteer boards of directors elected by the owners. Increasingly, these volunteer
boards have outsourced the responsibility to manage the day-to-day operation and maintenance of community property to professional property management companies.

The
residential property management industry is extremely fragmented and dominated by numerous local and regional management companies. Only a small number of such companies, however,
have the expertise and capital to provide both traditional property management services as well as the other support services provided by full-service property managers. FirstService is
the largest full-service manager of private residential communities in the United States, managing approximately 2% of the nation's approximately 20 million units in
community associations. We enjoy a competitive advantage because of our size, depth of financial and management resources, and operating expertise.

Our
business is subject to regulation by the states in which we operate. In most states, laws require that property managers must be licensed, which involves certain examinations and
continuing education. In addition, our real estate sales and leasing operations are subject to regulation as a real estate brokerage by the various states in which we operate.

Integrated Security Services

FirstService is one of North America's largest providers of integrated security services, primarily to the commercial market, with operations in ten
branches  seven in the United States and three in Canada. We operate two security brands, Intercon in Canada and Security Services and Technologies
("SST") in the United States. In April 2004, we appointed a management team to be responsible for the combined Intercon and SST operations, with the goal of enhancing customer service
and realizing operating efficiencies.

We
design, install, repair and maintain integrated electronic security systems including identification badging, access control and closed-circuit television for office buildings,
commercial and industrial facilities, institutional campuses and multi-unit residential properties. Our customers include Fortune 1000 corporations, property management companies,
hospitals and universities and all levels of government. Revenues are derived from installation projects, ongoing service, branch and head office upgrades, central station monitoring and
maintenance-related work.

In
executing our growth strategy to date, we have focused on the development of long-term customer relationships, providing complete enterprise-wide electronic
security solutions for all of our customers' facilities and operations. Going forward, this growth strategy will be augmented by acquisitions in key U.S. markets enabling us to add strong
regional operators that are leaders in their markets, establish national service capabilities and leverage our existing national account relationships and supplier base.

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In
Canada, we supplement our integrated electronic security service offerings with a premium security officer service, providing highly trained manpower on-site, via mobile
patrol and in response to central station calls. This full-service approach of providing both security systems expertise and security officer services has been a key success factor in
delivering growth in the Canadian market, where commercial security clients often express a desire for comprehensive security services.

U.S. security
systems integration is a $4 billion industry growing at an annual rate of approximately 10%. Factors driving growth include:



The
security systems integration industry is highly fragmented but undergoing consolidation. The market is comprised of many small and medium-sized, and a few very large competitors. Of
the top 100 systems integrators compiled by SDM Magazine for 2003, only the largest five had revenues over $100 million and the smallest 55 had revenues of less than $10 million.
FirstService is the sixth largest integrated security services provider in North America.

Larger
competitors are driving consolidation in response to customer demands for comprehensive solution providers with national service capabilities. Customers are moving away from
developing and sourcing each of their security systems separately from several different suppliers. System integrators must be able to evaluate customer needs, design an integrated suite of systems
and products that is simple and effective, and provide quality installation and service in multiple geographic locations. Critical mass and geographic reach have become increasingly important success
factors in this industry.

Our
strategy is to combine strong regional operators into a national network, focusing on long-term relationships with customers that have complex security needs. We
differentiate ourselves through superior customer service and by designing and integrating open architecture systems (versus proprietary or closed systems).

Consumer Services

In Consumer Services, we provide a variety of residential and commercial services through our network of approximately 1,700 franchised and
7 Company-owned locations across North America. The principal brands in the Consumer Services unit include California Closets, Paul Davis Restoration, CertaPro Painters, College Pro Painters,
Pillar to Post and Floorcoverings International. On April 1, 2004, the Company sold its company-owned lawn care operations operating under the Chemlawn, Green Lawn and Natural Alternative
brands to a subsidiary of The ServiceMaster Company.

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California
Closets is the largest provider of installed closet and home storage systems in North America. Headquartered in San Rafael, California, California Closets has
100 franchises in the United States and Canada as well as master franchises in other countries around the world. California Closets receives royalties from franchisees based on a
percentage of the franchisees' revenues.

Paul
Davis Restoration is a Florida-based franchiser of residential and commercial restoration services serving the insurance restoration industry in the United States through
225 franchises. This company provides restoration services for property damaged by natural or man-made disasters. Paul Davis Restoration receives royalties from franchisees based on
a percentage of the franchisees' revenues.

CertaPro
Painters is a residential and commercial painting franchise system with approximately 175 franchises operating in major markets across the United States and Canada
as well as master franchises in other countries around the world. CertaPro Painters focuses on high-end residential and commercial painting and decorating work and other programs for
property managers who have portfolios of condominium and commercial properties. Franchisees pay CertaPro Painters either a royalty based on a percentage of revenues or a fixed monthly fee, plus
administrative fees for various ancillary services.

College
Pro Painters is a seasonal exterior residential painting franchise system operating in 25 states and across Canada with approximately 675 franchises. It recruits
students and trains them to operate the business, including price estimating, marketing, operating procedures, hiring, customer service and safety. College Pro Painters receives a royalty from each
franchisee based on a percentage of revenue. College Pro Painters' operations are seasonal with significant revenue and earnings in the Company's first and second quarters followed by losses in the
third and fourth quarters.

Pillar
to Post is North America's largest home inspection service provider. Services are provided through a network of 400 franchises. Pillar to Post earns royalties from its
franchisees based on a percentage of revenues.

Floorcoverings
International is a franchiser of "shop-at-home" flooring and window covering solutions, with 100 franchises in the United States and
Canada. Floorcoverings International earns revenues from its franchisees based on a percentage of revenues.

Franchise
agreements are for terms of five or ten years, with the exception of College Pro Painters where the agreements are for a term of one year. All franchise agreements contain
renewal provisions that can be invoked at little cost.

We
currently own and operate six California Closets franchises located in Boston, Seattle, Chicago, Jacksonville, San Francisco and Toronto (the latter two were acquired in
October 2003). These operations are referred to as "branchises". The purpose of branchising is to reacquire well-established and profitable franchises located in large territories
to accelerate growth in these territories in partnership with operating management. We intend to make several more branchising acquisitions as opportunities arise.

The
franchised services industry is highly fragmented, consisting principally of a large number of smaller, single-service or single-concept companies. Due to the large size of the
overall market for these services, dominant market share is not considered necessary for becoming a major player in the industry. However, because of the low barriers to entry in this segment, we
believe that brand name recognition among consumers is a critical factor in achieving long-term success in the businesses we operate.

We
believe that the largest franchise companies in North America have been successful because of their ability to realize economies of scale through the centralization and successful
application of certain administrative functions such as finance, marketing, purchasing, training and support staffing.

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Franchise
businesses are subject to U.S. Federal Trade Commission regulations and state and provincial laws that regulate the offering and sale of franchises. Presently, the
Company is authorized to sell franchises in 40 states, in all Canadian provinces and in several other countries around the world. In all jurisdictions, we endeavor to have our franchisees meet or
exceed regulatory standards.

Business Services

We provide outsourced marketing support services ("MSS") and business process outsourcing ("BPO") services to Fortune 1000 companies through a branch
network in Canada and the United States. Effective May 2004, these operations were re-branded as Resolve Corporation ("Resolve"). Resolve is comprised of the businesses
formerly known as BDP Business Data Services Ltd., DDS Distribution Services Ltd., Herbert A. Watts Ltd., and their respective subsidiaries. The formation of Resolve marked a
significant milestone in our long-term plan to integrate and realize synergies from our Business Services operations.

MSS
includes customer relationship management, order processing, inventory management, warehousing, order assembly and shipping, coupon processing, rebating and client profiling. We work
with our clients to create fully integrated marketing support and fulfillment solutions, which can include ongoing technical service or product support, customized order processing, inventory
management and fulfillment. MSS services are provided from branches in the United States and Canada, including facilities in Cleveland, Toronto, Dallas, Philadelphia, Chicago, Los Angeles,
Atlanta and Albuquerque. In aggregate, the Company occupies 2.1 million square feet of dedicated fulfillment and production capacity. We use advanced electronic inventory management and
tracking systems to manage materials on behalf of our clients.

In
our BPO operations, we provide administrative functions that typically are not strategic to an organization and can be more efficiently and cost-effectively performed by
third parties that specialize in such activities. The objective of our BPO operation is to be recognized as the best strategic partner to businesses and government agencies for the outsourcing of
labor-intensive, back-office functions. We have developed expertise in performing services that require significant labor in coordination with technology, such as the management of loan
portfolios, credit card and affinity programs and the processing of drug and dental claims. We are the second largest student loan processor in Canada. Typical contracts vary in length from one to
five years.

Businesses
and governments are increasingly concerned with focusing scarce resources on core operations that provide the greatest competitive advantage and best return on investment. As
a result, non-core functions are being outsourced to companies that can perform them more productively, more efficiently, more quickly and with higher precision.

The
business services industry is diverse and comprised of distinct sectors, including the areas in which FirstService participates. The estimated size of the market for MSS services is
$5 billion, and the estimated size of the market for BPO services is $500 billion; both markets are experiencing annual growth in excess of 10%. Competitors range from large,
sophisticated companies to smaller niche providers, with many possessing adequate size and technical capabilities. Given the large size of the market, significant growth can be achieved without
significant market share. Our largest Business Services client represented approximately 2% of fiscal 2004 consolidated revenues.

The
BPO segment is occupied by some of the largest business services companies in the world, leveraging their size to realize economies of scale on very large outsourcing contracts. To
compete, we tend to focus on certain niches, such as loan processing and credit and loyalty card administration, where we can capitalize on our specialized expertise. We compete on the basis of
providing competitively priced value-added services, supported by strong operating efficiencies.

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Technology
investment and the cost of labor are the most significant factors driving change in the MSS and BPO sectors. Technological advances are changing business processes, improving
productivity, and reducing the importance of geographical proximity. Low cost, high quality labor available overseas has caused market participants to shift production work away from North America to
off shore locations.

We
believe that we have sufficient size, expertise and financial resources to keep pace with technological advances and remain competitive in the industry. We believe that only a
minority of the services offered to our clients could be provided at off shore locations because of transportation and timely delivery requirements for fulfillment materials, the political
sensitivities of our clients (especially government agencies), training requirements, and other logistical reasons. However, the Company is currently conducting an off shore pilot program and has
subcontracted selected processing activities with a supplier in India.

We
provide call center and processing services from low-cost locations in Canada including Charlottetown, PEI and St. John, NB to several U.S. clients. Legislation has
been proposed in several U.S. states and federally aiming to protect and repatriate U.S. call center jobs. It is possible that such legislation, if passed, could impair our clients'
abilities to effectively use our services.

Business strategy

Operating strategy

Our objective is to increase the revenues, profitability and market position of each operating unit and subsequently acquired business, while maintaining the
highest level of service to our customers. Key elements of our operating strategy are:

Senior management commitment:We strongly believe that management ownership at each of our primary operating units has
contributed significantly to our ability to grow our businesses. As a result, we expect to continue our practice of encouraging strong operators of newly acquired platform businesses to retain or
acquire a significant equity stake in the businesses they operate, generally in the form of a non-transferable direct equity ownership position. In all cases, we retain the right to
purchase the minority interest at a pre-determined formula price based on a multiple of trailing twelve month EBITDA(1). These minority interests average approximately 15%.
Management believes that its strategy of aligning the interests of operating management with those of the Company provides a powerful incentive to deliver superior financial performance.

Performance-based compensation:We use performance-based compensation programs throughout each of our businesses to attract,
retain and motivate our employees. In general, senior managers receive bonuses that are based on a percentage of the amount by which their results exceed budgeted or prior year EBITDA. Lower level
managers' incentives are also linked to EBITDA targets, but may include other measures deemed important for growing their business. We believe these programs are effective incentives to operating
management and employees to deliver consistent, high-quality service in a cost-effective manner.

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Operating efficiencies:We have been able to obtain significant operating efficiencies through the
implementation of a variety of "best practices" and have achieved meaningful cost savings through certain economies of scale. We attempt to identify and refine our best practices across all of our
businesses in order to benefit from the most innovative and effective management techniques. The implementation of best practices has resulted in improved labor management, customer service and
service delivery routing. We also achieve significant savings through the volume purchasing of vehicles, insurance, group benefits, advertising and professional and financial services.

Marketing penetration and joint marketing:We capitalize on the complementary nature of our businesses by introducing new or
additional services to customers with which we already have long-term contractual relationships. The complementary nature of our property services businesses also provides certain
advantages when introducing a new service in a market where we have existing operations. These advantages include significant market knowledge, demographic information and the ability to share the
established overhead of existing operations. Because we provide a number of property services, we are able to effectively utilize consolidated customer lists, in-house telemarketing
capabilities and other marketing data that is accumulated to conduct cost-efficient customer referral across our businesses.

Acquisition strategy

Our acquisition strategy has been developed to complement the internal growth strategies of our existing service lines and as a component of our overall growth
strategy of building a significant, diversified service business that generates recurring and predictable cash flows and earnings. The acquisition strategy entails the systematic acquisition of
established, well managed, and profitable service companies operating in fragmented industries that will:



Acquisitions
are classified as "tuck-under" or "platform". The majority of acquisitions that we target and complete are tuck-under acquisitions. These
acquisitions are generally smaller transactions completed within an existing service line that strengthen its regional presence or competitive position through increased market share or the addition
of a complementary service line. Platform acquisitions are larger transactions that either establish an existing service line in a new geographic region or provide a vehicle for FirstService to add a
new service offering that can be leveraged through cross-selling of services, sharing of best practices or other synergies or through further consolidation. Each acquisition must meet strict criteria
that include the following:



In
general, platform companies continue to operate on a stand-alone basis in accordance with our operating strategy, while drawing on the resources of FirstService to facilitate future
growth. Most tuck-under acquisitions are fully integrated into the operations of the service line making the acquisition.

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We
have historically paid approximately 4.5 times normalized and sustainable EBITDA ("Valuation EBITDA") for our acquisitions. Usually, consideration is paid with a combination of
cash at closing and contingent note consideration. Contingent consideration is typically issuable over a three-year contingency period, subject to achievement of the Valuation EBITDA on an
averaged basis over the three-year period subsequent to closing. In the event that the actual average EBITDA is less than the Valuation EBITDA, the purchase price and contingent
consideration are reduced by a multiple of the deficiency in EBITDA.

In
executing acquisitions, our acquisition team works closely with operating management of our service lines to identify, negotiate and complete acquisitions. A majority of acquisitions
are negotiated on an exclusive basis, without the imposition of an intermediary-controlled auction process, thereby facilitating a focused effort by FirstService to build a relationship with its
prospective partner and emphasize the appropriate balance of financial and non-financial, as well as long-term and short-term attributes of the acquisition to the
vendor. Notwithstanding the varied acquisition opportunities available to FirstService, management remains committed to a disciplined approach to acquisitions, including a rigorous adherence to our
strict acquisition criteria and transaction structure. As well, we only allocate our financial and human resources to existing service lines for acquisitions if the management team has the capacity to
integrate the acquisition and the performance of current operations is meeting or exceeding expectations.

The
integration process is a critical component of all acquisitions executed by FirstService. This process is initiated during due diligence, when opportunities for integration,
operational improvements and the sharing of best practices are identified and an integration plan is drafted. Post-closing, the integration plan is reviewed with management of the acquired
company to ensure that it accurately captures and prioritizes the issues to be addressed. Once a buy-in has been obtained, the integration plan is finalized and a timetable established for
the execution of the plan by the management of the acquired company. This is a collaborative process with a high degree of involvement from our integration team in overseeing the implementation and in
monitoring progress against the timetable.

Seasonality

FirstService operates several seasonal service lines. In Consumer Services, we provide exterior painting services throughout North America. In Business Services,
we provide textbook fulfillment services, in which the majority of activity occurs in our June and September quarters. In Residential Property Management, we provide swimming pool management and
maintenance services (throughout North America) to primarily outdoor pools. The result of this seasonality in these service lines is relatively higher revenues in our June and September quarters
followed by lower revenues in the December and March quarters.

The
seasonality inherent in the businesses listed above results in variations in quarterly operating margins. These businesses generate significant profits during the June and September
quarters followed by losses during the December and March quarters as a result of fixed overhead expenses including rent and administrative payroll.

We
expect that the April 1, 2004 disposal of our Canadian lawn care business will significantly reduce seasonality in our business. As we make acquisitions, the service mix will
change and we expect that seasonality will be further reduced.

Trademarks

FirstService's trademarks are important for the advertising and brand awareness of all of our businesses and franchises. We take precautions to defend the value
of our trademarks by maintaining legal registrations and by litigating against alleged infringements, if necessary.

In
our Consumer Services unit, three franchise systems  California Closet Company, Paul Davis Restoration and Pillar to
Post  have trademarks to which value has been ascribed in the consolidated financial statements. These franchise systems have franchises in every significant
population center in the United States. The value of these trademarks is derived from the recognition they enjoy among the target audiences for closet system installations, disaster restoration
services and home inspections. These trademarks have been in existence for many years, and their prominence among consumers has grown over time through the addition of franchisees and the ongoing
marketing programs conducted by both franchisees and the Company.

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Employees

We employ approximately 11,000 full-time non-unionized employees, rising to a total of approximately 14,000 with seasonal employees
in the spring and summer months.

Minority interests

FirstService owns a majority interest (on average 85% of the equity) in all of its subsidiaries, while operating management of each subsidiary owns the remaining
shares. This structure was designed to maintain control at FirstService while providing significant incentives to management at the operating companies. In all cases, management has the right to
"call" management's shares at a predetermined formula price, usually payable at FirstService's option with any combination of FirstService shares or cash. FirstService may also be obligated to acquire
certain of these minority interests in the event of death, disability or cessation of employment of the employee or if the shares are "put" by the employee. These arrangements provide significant
flexibility to FirstService in connection with management succession planning and shareholder liquidity matters.

Dividend policy

The Company does not currently pay dividends on any of its shares. The payment of dividends is at the discretion of the Board of Directors of the Company, which
considers earnings, capital requirements and the financial condition of the Company, among other relevant factors. If dividends were declared, they would be payable in either U.S. or Canadian dollars.

Capital structure

The authorized capital of the Company consists of an unlimited number of preference shares, issuable in series, an unlimited number of Subordinate Voting Shares
and an unlimited number of Multiple Voting Shares. The holders of Subordinate Voting Shares are entitled to one (1) vote in respect of each Subordinate Voting Share held at all meetings of the
shareholders of the Company. The holders of Multiple Voting Shares are entitled to twenty (20) votes in respect of each Multiple Voting Share held at all meetings of the shareholders of the
Company. As of May 25, 2004 there were 14,119,018 Subordinate Voting Shares, 662,847 Multiple Voting Shares and no preference shares issued and outstanding.

A
summary of certain rights attaching to the Company's Subordinate Voting Shares is set out in the section entitled "Certain Rights of Holders of Subordinate Voting Shares" contained in
the Company's Management Information Circular dated May 17, 2004 filed in connection with the Company's annual and special meeting of shareholders to be held on June 23, 2004, which
section is hereby incorporated herein by reference.

Market for securities

The Company's Subordinate Voting Shares are listed for trading on the Toronto Stock Exchange and on the NASDAQ National Market. The Company's Multiple Voting
Shares are not listed and do not trade on any public market or quotation system.

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The
table below details the price ranges and volumes traded of Subordinate Voting Shares on the Toronto Stock Exchange in Canadian dollars, on a monthly basis:

|Month          |  | High price
(C$) |  | Low price
(C$) |  | Volume
traded
|-------------- |  | --------------- |  | -------------- |  | -------------
|April 2003     |  | 17.60           |  | 16.50          |  | 231,708      
|May 2003       |  | 22.50           |  | 17.74          |  | 452,633      
|June 2003      |  | 22.35           |  | 20.75          |  | 134,064      
|July 2003      |  | 24.25           |  | 20.40          |  | 446,400      
|August 2003    |  | 24.55           |  | 21.75          |  | 117,300      
|September 2003 |  | 24.44           |  | 21.97          |  | 156,100      
|October 2003   |  | 27.79           |  | 23.90          |  | 423,900      
|November 2003  |  | 28.00           |  | 26.50          |  | 163,900      
|December 2003  |  | 27.00           |  | 26.15          |  | 211,200      
|January 2004   |  | 29.18           |  | 25.80          |  | 448,200      
|February 2004  |  | 30.93           |  | 29.30          |  | 802,600      
|March 2004     |  | 32.00           |  | 30.01          |  | 715,600      

Transfer agents and registrars

The transfer agent and registrar for the Subordinate Voting Shares is Equity Transfer Services, Inc., 120 Adelaide Street West, Suite 420, Toronto,
Ontario, M5H 3C4. The transfer agent and registrar for the Multiple Voting Shares is the Company at 1140 Bay Street, Suite 4000, Toronto, Ontario, M5S 4B4.

Directors and officers

Directorsthe following are the directors of the Company as at May 25, 2004:

|Name and municipality of residence      |  | Age |  | Present position and tenure                                    |  | Business experience during last five years                                                                                                                                                                   
|--------------------------------------- |  | --- |  | -------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|David R. Beatty(1,2,3) Toronto, Ontario |  | 62  |  | Director since May 2001                                        |  | Corporate Director; Director of Clarkson Center for Business Ethics                                                                                                                                          
|Brendan Calder(1,2,3) Toronto, Ontario  |  | 57  |  | Director since June 1996                                       |  | Entrepreneur in Residence, Rotman School of Management, University of Toronto; Corporate Director; Former Chairman and Chief Executive Officer, CIBC Mortgages Inc. (subsidiary of a Canadian chartered bank)
|Peter F. Cohen(1,2,3) Toronto, Ontario  |  | 51  |  | Director since March 1990                                      |  | President, Dawsco Group (Ontario-based real estate and investment company); Former Chairman and Chief Executive Officer, Centrefund Realty Corp. (Canadian publicly traded real estate company)              
|Jay S. Hennick Toronto, Ontario         |  | 47  |  | President, Chief Executive Officer and Director since May 1988 |  | Chairman, President and Chief Executive Officer                                                                                                                                                              
|Steven Rogers Mississauga, Ontario      |  | 48  |  | Director since August 1989                                     |  | President and Chief Executive Officer, The Franchise Company, Inc. (subsidiary of the Company)                                                                                                               

---

Each director remains in office until the following annual shareholders' meeting or until the election of his successor, unless he resigns or his
office becomes vacant. All directors stand for election or re-election annually.

14

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Officers the following are the officers of the Company as at May 25, 2004:

|Name and municipality of residence    |  | Age |  | Present position with the Company                         |  | First became an officer
|------------------------------------- |  | --- |  | --------------------------------------------------------- |  | -----------------------
|Jay S. Hennick Toronto, Ontario       |  | 47  |  | Chairman, President, Chief Executive Officer and Director |  | 1988                   
|D. Scott Patterson Toronto, Ontario   |  | 43  |  | Executive Vice President                                  |  | 1995                   
|John B. Friedrichsen Toronto, Ontario |  | 42  |  | Senior Vice President and Chief Financial Officer         |  | 1998                   
|Roman Kocur Toronto, Ontario          |  | 43  |  | Vice President, Acquisitions                              |  | 2003                   
|Douglas G. Cooke Toronto, Ontario     |  | 44  |  | Corporate Controller and Treasurer                        |  | 1995                   

The
directors and officers of the Company, as a group, own or control 2,000,722 Subordinate Voting Shares (including vested stock options), which represents 13.6% of the total
Subordinate Voting Shares outstanding (including vested stock options). The directors and officers, as a group, control 58.2% of the total voting rights when all Multiple Voting Shares, Subordinate
Voting Shares and vested stock options are considered. Mr. Hennick controls all of the Company's Multiple Voting Shares.

Mr. Rogers
controls a 9% voting interest in The Franchise Company Inc., a subsidiary of the Company.

Legal proceedings

The Company is involved in legal proceedings and claims arising in the normal course of its business. In the opinion of management, the Company's liability, if
any, would not materially affect its financial condition or operations.

Properties

The following chart provides a summary of the properties occupied by the Company and its subsidiaries as at March 31, 2004:

|(square feet)                   |  | United States
(leased) |  | United States
(owned) |  | Canada
(leased) |  | Canada
(owned)
|------------------------------- |  | ---------------------- |  | --------------------- |  | --------------- |  | --------------
|Residential Property Management |  | 295,000                |  | 73,000                |  | 5,000           |  |              
|Integrated Security Services    |  | 40,000                 |  |                      |  | 70,000          |  |              
|Consumer Services               |  | 60,000                 |  |                      |  | 150,000         |  |              
|Business Services               |  | 1,735,000              |  |                      |  | 590,000         |  | 106,000       
|Corporate                       |  |                       |  |                      |  |                |  | 20,000        

15

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Selected consolidated financial information

Last five fiscal years(US$ thousands, except per share amounts)

|Year ended March 31                                            |         | 2004                    |         | 2003   |      | 2002(1) |        | 2001 |         | 2000  
|-------------------------------------------------------------- | ------- | ----------------------- | ------- | ------ | ---- | ------- | ------ | ---- | ------- | ------
|OPERATIONS                                                     |         |                         |         |        |      |         |        |      |         |       
|Revenues                                                       |         | $                       | 609,794 |        | $    | 523,127 |        | $    | 493,551 |       
|Operating earnings                                             |         |                         | 39,071  |        |      | 37,703  |        |      | 43,287  |       
|Net earnings from continuing operations                        |         |                         | 18,864  |        |      | 18,026  |        |      | 16,482  |       
|Net earnings from discontinued operations, net of income taxes |         |                         | 160     |        |      | 414     |        |      | 547     |       
|Net earnings                                                   |         |                         | 19,024  |        |      | 18,440  |        |      | 17,029  |       
|FINANCIAL POSITION                                             |         |                         |         |        |      |         |        |      |         |       
|Total assets                                                   |         | $                       | 437,553 |        | $    | 389,031 |        | $    | 365,929 |       
|Long-term debt(2)                                              |         |                         | 153,581 |        |      | 155,610 |        |      | 160,488 |       
|Shareholders' equity                                           |         |                         | 155,101 |        |      | 123,406 |        |      | 99,221  |       
|Book value per share                                           |         |                         | 10.52   |        |      | 8.71    |        |      | 7.20    |       
|OTHER DATA                                                     |         |                         |         |        |      |         |        |      |         |       
|EBITDA(3)                                                      |         | $                       | 54,294  |        | $    | 50,988  |        | $    | 55,240  |       
|SHARE DATA                                                     |         |                         |         |        |      |         |        |      |         |       
|Net earnings per share                                         |         |                         |         |        |      |         |        |      |         |       
|                                                               | Basic   |                         |         |        |      |         |        |      |         |       
|                                                               |         | Continuing operations   |         | $      | 1.32 |         | $      | 1.29 |         | $     
|                                                               |         | Discontinued operations |         |        | 0.01 |         |        | 0.03 |         |       
|                                                               |         |                         |         |        |      |         |        |      |         |       
|                                                               |         |                         | 1.33    |        |      | 1.32    |        |      | 1.26    |       
|                                                               | Diluted |                         |         |        |      |         |        |      |         |       
|                                                               |         | Continuing operations   |         |        | 1.29 |         |        | 1.24 |         |       
|                                                               |         | Discontinued operations |         |        | 0.01 |         |        | 0.03 |         |       
|                                                               |         |                         |         |        |      |         |        |      |         |       
|                                                               |         |                         | 1.30    |        |      | 1.27    |        |      | 1.17    |       
|Weighted average shares (thousands)                            |         |                         |         |        |      |         |        |      |         |       
|                                                               | Basic   |                         |         | 14,285 |      |         | 13,921 |      |         | 13,565
|                                                               | Diluted |                         |         | 14,596 |      |         | 14,498 |      |         | 14,600
|Cash dividends per share                                       |         |                         |        |        |      |        |        |      |        |       

---

Notes

Year ended March 31

2004

2003

2002

2001

2000EBITDA

$
54,294

$
50,988

$
55,240

$
45,310

$
35,669Less: depreciation and amortization


(15,223
)

(13,285
)

(11,953
)

(11,277
)

(8,962
)Equals: operating earnings


39,071


37,703


43,287


34,033


26,707


16

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Last eight quarters(US$ thousands, except per share amounts)

|                                          |         | Q1 |         | Q2   |   | Q3      |      | Q4 |         | Year
|----------------------------------------- | ------- | -- | ------- | ---- | - | ------- | ---- | -- | ------- | ----
|FISCAL 2004                               |         |    |         |      |   |         |      |    |         |     
|Revenues                                  |         | $  | 148,482 |      | $ | 157,393 |      | $  | 148,704 |     
|Operating earnings                        |         |    | 11,917  |      |   | 15,443  |      |    | 6,009   |     
|Net earnings from continuing operations   |         |    | 5,403   |      |   | 7,315   |      |    | 2,650   |     
|Net earnings from discontinued operations |         |    | 1,009   |      |   | 1,654   |      |    | (640    | )   
|Net earnings                              |         |    | 6,412   |      |   | 8,969   |      |    | 2,010   |     
|Net earnings per share:                   |         |    |         |      |   |         |      |    |         |     
|                                          | Basic   |    |         | 0.45 |   |         | 0.63 |    |         | 0.14
|                                          | Diluted |    |         | 0.45 |   |         | 0.62 |    |         | 0.14
|FISCAL 2003                               |         |    |         |      |   |         |      |    |         |     
|Revenues                                  |         | $  | 137,309 |      | $ | 137,794 |      | $  | 123,931 |     
|Operating earnings                        |         |    | 13,729  |      |   | 16,067  |      |    | 5,002   |     
|Net earnings from continuing operations   |         |    | 6,080   |      |   | 7,365   |      |    | 1,760   |     
|Net earnings from discontinued operations |         |    | 1,228   |      |   | 1,430   |      |    | (425    | )   
|Net earnings                              |         |    | 7,308   |      |   | 8,795   |      |    | 1,335   |     
|Net earnings per share:                   |         |    |         |      |   |         |      |    |         |     
|                                          | Basic   |    |         | 0.53 |   |         | 0.63 |    |         | 0.10
|                                          | Diluted |    |         | 0.50 |   |         | 0.60 |    |         | 0.09
|OTHER DATA                                |         |    |         |      |   |         |      |    |         |     
|EBITDA  Fiscal 2004                      |         | $  | 15,626  |      | $ | 19,072  |      | $  | 9,873   |     
|EBITDA  Fiscal 2003                      |         |    | 16,897  |      |   | 19,297  |      |    | 8,284   |     

Risk and uncertainties

The Company is subject to various risks and uncertainties, which are described below in order of significance:



Each
of the above factors may have a material adverse affect on the Company's business, operating results and financial condition.

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Management's discussion and analysis

The section entitled "Management's Discussion and Analysis of Results of Operations and Financial Condition" within the Company's 2004 annual report is
incorporated herein by reference.

Material contracts

On February 1, 2004, the Company, upon the review, report and recommendation of the Executive Compensation Committee of the Board of Directors of the
Company, entered into a management services agreement (the "Management Services Agreement") with Jayset Capital Corp. ("Jayset") and Jay S. Hennick. Mr. Hennick is the sole officer, director
and shareholder of Jayset. The particulars of the Management Services Agreement are set out in the sections entitled "Executive Compensation  Management
Contract" and "Long Term Incentive Plan" contained in the Company's Management Information Circular dated May 17, 2004 filed in connection with the Company's annual and special meeting of
shareholders to be held on June 23, 2004, which sections are hereby incorporated herein by reference.

Cease trade orders, bankruptcies, penalties or sanctions

No director or executive officer of the Company or shareholder holding a sufficient number of securities to materially affect the control the Company has, within
the last ten years, been a director or executive officer of any company that, while such person was acting in that capacity, was the subject of a cease trade or similar order or an order that denied
the company access to any statutory exemption for a period of more than 30 consecutive days or was declared a bankrupt or made a voluntary assignment in bankruptcy, made a proposal under any
legislation relating to bankruptcy or been subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver-manager or trustee appointed to hold the
assets of that person.

No
director or executive officer of the Company or shareholder holding a sufficient number of securities to materially affect the control the Company has, within the last ten years, been
subject to any penalties or sanctions imposed by a court or securities regulatory authority relating to trading in securities, promotion or management of a publicly traded issuer or theft or fraud.

Conflicts of interest

Certain directors and officers of the Company are engaged in and will continue to engage in activities outside the Company, and as a result, certain directors and
officers of the Company may become subject to conflicts of interest. TheBusiness Corporations Act(Ontario) provides that in the event that a director
has an interest in a contract or proposed contract or agreement, the director shall disclose his interest in such contract or agreement and shall refrain from voting on any matter in respect of such
contract or agreement unless otherwise provided under theBusiness Corporations Act(Ontario). To the extent that conflicts of interest arise, such
conflicts will be resolved in accordance with the provisions of theBusiness Corporations Act(Ontario).

As
at the date hereof, the Company is not aware of any existing or potential material conflicts of interest between the Company and a director or officer of the Company.

Audit Committee

The Audit Committee of the Company is composed of three members who are independent and financially literate. The committee reviews the annual financial
statements intended for circulation among shareholders and reports upon these to the board of directors of the Company. In addition, the board of directors of the Company may defer to the Audit
Committee on other matters and questions relating to the financial position of the Company and its affiliates. In February 2003, the board adopted an Audit Committee mandate, a copy of which is
published on the Company's website (www.firstservice.com) and was attached as Schedule "C" to the Company's Management Information Circular dated May 14, 2003 in connection with
the Company's annual meeting of shareholders held on June 24, 2003, and is hereby incorporated herein by reference. The members of the Audit Committee during the year ended March 31,
2004 were Messrs. David R. Beatty, Brendan Calder and Peter F. Cohen, Chairman. Mr. Cohen is a Chartered Accountant and a former partner in an audit practice. Mr. Beatty and
Mr. Calder have each served as senior executives of public companies.

18

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Additional information

Additional information, including the directors' and officers' remuneration and indebtedness, principal holders of the Company's securities and options to
purchase securities, where applicable, is contained in the Company's Management Information Circular dated May 17, 2004 in connection with the Company's annual and special meeting of
shareholders to be held on June 23, 2004.

Copies
of publicly filed documents of the Company, including those incorporated herein by reference, can be found through the SEDAR web site at www.sedar.com. Additional financial
information is provided in the Company's consolidated comparative financial statements and Management's Discussion and Analysis for the year ended March 31, 2004.

Upon
request, the Secretary of the Company will provide to any person or company:



Forward-looking statements

This Annual Information Form contains or incorporates by reference certain forward-looking statements. Such forward-looking statements involve risks and
uncertainties and include, but are not limited to, statements regarding future events and the Company's plans, goals and objectives. Such statements are generally accompanied by words such as
"intend", "anticipate", "believe", "estimate", "expect" or similar statements. Our actual results may differ materially from such statements. Factors that could result in such differences, among
others, are described in the section entitled "Risks and uncertainties" above.

19

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Although
we believe that the assumptions underlying our forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance
that the results contemplated in such forward-looking statements will be realized. The inclusion of such forward-looking statements should not be regarded as a representation by the Company or any
other person that the future events, plans or expectations contemplated by the Company will be achieved. We note that past performance in operations and share price are not necessarily predictive of
future performance.

20

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