EXHIBIT 5

SILENT WITNESS ENTERPRISES LTD.



















NOTICE OF ANNUAL AND SPECIAL GENERAL MEETING

To the Shareholders:

Notice is hereby given that the Annual and Special General Meeting of the
shareholders of Silent Witness Enterprises Ltd. (the Company) will be held at
the Companys Head Office at 6554 176 Street, Surrey, British Columbia, at
11:00 a.m. (Pacific time) on December 9, 2002, for the following purposes:



|1. |  | To receive the report of the directors to the shareholders;                                                                                                  
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | To receive and consider the audited financial statements of the Company
for the financial year ended July 31, 2002 and the report of the Auditors
thereon;   
|  
|3. |  | To elect directors for the ensuing year;                                                                                                                     
|  
|4. |  | To appoint the Auditors of the Company for the ensuing year and to
authorize the directors to fix the remuneration of the Auditors;                          
|  
|5. |  | To consider and, if thought advisable, to approve and reconfirm the
Companys Shareholder Rights Plan, as described in the accompanying
Information Circular.
|  
|6. |  | To consider such other business as may properly be brought before the
meeting.                                                                               

Whether or not you are able to attend the meeting, shareholders are
requested to complete, sign and return the enclosed form of proxy. To be
effective, proxies must be deposited with ComputerShare Trust Company of
Canada, 510 Burrard Street, Vancouver, British Columbia, V6C 2B9 (facsimile
604-683-3694) by not later than 48 hours (excluding Saturdays, Sundays or
holidays) before the time of the meeting or any adjournment thereof.

DATED at Surrey, British Columbia as of the 4th day of November, 2002.



| | By Order of the Board of Directors
| | ----------------------------------



| | R.K. (Rob) Bakshi
R.K. (Rob) Bakshi
Chairman of the Board, President and
Chief Executive Officer
| | --------------------------------------------------------------------------------------------------

TABLE OF CONTENTS




|                                                                                                                           |  |  |  |  |  |  |  | 
|-------------------------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  |  | 
|NOTICE OF ANNUAL AND SPECIAL GENERAL MEETING                                                                              
|INFORMATION CIRCULAR                                                                                                      
|SOLICITATION OF PROXIES                                                                                                   
|PARTICULARS OF MATTERS TO BE ACTED UPON                                                                                   
|EXECUTIVE COMPENSATION                                                                                                    
|Summary Compensation Table                                                                                                
|Option/SAR Grants During The Most Recently Completed Financial Year                                                       
|Aggregated Option and SAR Exercises During the Most Recently Completed Financial Year and Financial Year Option/SAR Values
|Outstanding Stock Options and SARs                                                                                        
|STATEMENT OF CORPORATE GOVERNANCE PRACTICES                                                                               
|INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS                                                         
|INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS                                                                             
|INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON                                                                  
|VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF                                                                           
|NORMAL COURSE ISSUER BID                                                                                                  
|GENERAL VOTING AND PROXY INFORMATION                                                                                      
|APPROVAL OF CIRCULAR                                                                                                      
|ANNUAL AND SPECIAL GENERAL MEETING                                                                                        
|Supplemental Mailing List and Request for Interim Financial Statements                                                    
|Notice of Meeting & Information Circular                                                                                  
|Annual Report                                                                                                             



---



##### Table of Contents







---



##### Table of Contents



SILENT WITNESS ENTERPRISES LTD.




INFORMATION CIRCULAR

Except as otherwise stated, the information in this circular is given as of
October 15, 2002.




SOLICITATION OF PROXIES

This Information Circular is furnished in connection with the solicitation
of proxies by the management of Silent Witness Enterprises Ltd. (the Company)
for use at the annual and special general meeting (the Meeting) of the
Company to be held on the date and at the time and place (including any
adjournment thereof) and for the purposes set forth in the accompanying Notice
of Annual and Special General Meeting. The solicitation will be primarily by
mail, however proxies may also be solicited personally or by telephone or
facsimile by the directors, officers or employees of the Company. The Company
may also pay brokers or other persons holding Common Shares of the Company
(Common Shares or Shares) in their names or in the names of nominees for
their reasonable expenses of sending proxies and proxy materials to beneficial
owners or obtaining proxies or voting instructions. The cost of solicitation
will be borne by the Company.




PARTICULARS OF MATTERS TO BE ACTED UPON

Election of Directors

The directors of the Company are elected each year at the annual general
meeting of the Company. The number of directors to be elected at the Meeting
is seven. Each director holds office until the next annual general meeting or
until his or her successor is duly elected or appointed, unless his or her
office is earlier vacated in accordance with the Articles of the Company or he
or she becomes disqualified to act as a director.

Management of the Company intends to nominate each of the persons named
below for election as a director of the Company.

|                                               |  |                                                                        |  |                                                                             |  |              |  |         |         | 
|---------------------------------------------- |  | ---------------------------------------------------------------------- |  | --------------------------------------------------------------------------- |  | ------------ |  | ------- | ------- | 
|                                               |  |                                                                        |  |                                                                             |  |              |  | Common 
|Name and Residence                             |  | Present Position with                                                  |  | Principal Occupation,                                                       |  | Director     |  | Shares 
|of Nominee(1)                                  |  | the Company                                                            |  | Business or Employment                                                      |  | Since        |  | Held(2)
|                                               |  |                                                                        |  |                                                                             |  |              |  |        
|R.K. (Rob) Bakshi
Surrey, British
Columbia     |  | Chairman of the Board,
Chief Executive
Officer,
President and Director |  | Chief Executive
Officer and President
of the Company, April
1996 to present |  | August, 1986 |  |         | 224,836 | 
|                                              
|                                              
|                                              
|                                              
|                                               |  |                                                                        |  |                                                                             |  |              |  |         |         | 
|                                              
|                                              
|                                              
|                                              
|John B.
Zaozirny, Q.C(4)
Calgary, Alberta      |  | Director                                                               |  | Counsel, McCarthy
Tétrault LLP                                              |  | July, 1997   |  |         | 30,000  | 
|                                              
|                                              
|                                              
|                                              
|                                               |  |                                                                        |  |                                                                             |  |              |  |         |         | 
|                                              
|                                              
|                                              
|                                              
|Herb C. Pinder, Jr.(4)
Saskatoon, Saskatchewan |  | Director                                                               |  | President, Goal Group
of Companies                                          |  | July, 1998   |  |         | 5,600   | 

1



---



##### Table of Contents



|                                                     |  |                       |  |                                                                                                                                                                                                          |  |                |  |         |       | 
|---------------------------------------------------- |  | --------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- |  | ------- | ----- | 
|                                                     |  |                       |  |                                                                                                                                                                                                          |  |                |  | Common 
|Name and Residence                                   |  | Present Position with |  | Principal Occupation,                                                                                                                                                                                    |  | Director       |  | Shares 
|of Nominee(1)                                        |  | the Company           |  | Business or Employment                                                                                                                                                                                   |  | Since          |  | Held(2)
|                                                     |  |                       |  |                                                                                                                                                                                                          |  |                |  |        
|                                                    
|                                                    
|                                                    
|                                                    
|David C. Shaw(3)
London, Ontario                     |  | Director              |  | Consultant;
Professor, Richard
Ivey School of
Business, University
of Western Ontario, July 1, 1968 to June
30, 2000                                                                                     |  | December, 1999 |  |         | 1,400 | 
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |  |                       |  |                                                                                                                                                                                                          |  |                |  |         |       | 
|                                                    
|                                                    
|                                                    
|                                                    
|Paul A. Mirabelle(3)
West Vancouver,British Columbia |  | Director              |  | Executive Vice
President, Business
Transformation, Telus
Corporation; January
2000 to present;
Business Consultant
with Boston
Consulting Group in
Australia, 1988 to
2000                               |  | January, 2001  |  |         | Nil   | 
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |  |                       |  |                                                                                                                                                                                                          |  |                |  |         |       | 
|                                                    
|                                                    
|                                                    
|                                                    
|Robert L. Phillips(4)
Vancouver, British
Columbia    |  | Director              |  | Group President and
Chief Executive
Officer, BCR Group of
Companies, February
2001 to present; Vice
President, Business
Development and
Strategy, MacMillan
Bloedel Limited,
March 1999 to
February 2001 |  | December, 2001 |  |         | 2,000 | 
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |  |                       |  |                                                                                                                                                                                                          |  |                |  |         |       | 
|                                                    
|                                                    
|                                                    
|                                                    
|Adrian B. Ryans(3)
London, Ontario                   |  | Director              |  | President, Adrian B.
Ryans & Associates
Ltd., 2001 to
present; Professor of
Business
Administration and
Former Dean, Richard
Ivey School of
Business, 1981 to
2001.                                      |  | December, 2001 |  |         | 500   | 

NOTES



---

|(1) |  | The information as to residence, principal occupation, business or
employment and Common Shares held, to the extent not within the knowledge
of the Company, has been provided by the respective nominee.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | Includes Common Shares beneficially owned, directly or indirectly, or
over which control or direction is exercised by the proposed nominee.                                                              
|   
|   
|   
|   
|(3) |  | Member of the Audit Committee.                                                                                                                                                                           
|   
|   
|   
|   
|(4) |  | Member of the Governance and Compensation Committee                                                                                                                                                      

All of the nominees listed above are ordinarily resident in Canada.

Unless otherwise instructed, the persons named in the enclosed form of
proxy intend to vote at the Meeting for the election of the directors named
above.

Management of the Company is not aware that any of the above nominees will
be unable or unwilling to serve, however, should management become aware of
such an occurrence before the election of directors takes place at the Meeting,
and if one of the persons named in the enclosed form of proxy is appointed as
proxyholder, it is intended that the discretionary power granted

2



---



##### Table of Contents



under such proxy will be used to vote for any substitute nominee or nominees
whom management, in its discretion, may select or to fix a different number of
directors.

Advance notice of the Meeting inviting nominations for directors of the
Company was published in the Vancouver Sun newspaper on October 14, 2002. No
other nominations for directors have been received by the Company as a result
of such notice.

Appointment and Remuneration of Auditors

Management proposes that KPMG LLP, Chartered Accountants (formerly KPMG)
of Vancouver, British Columbia, be appointed as Auditors of the Company to hold
office until the termination of the next annual general meeting of the Company
and that the directors be authorized to fix their remuneration. KPMG LLP were
first appointed as the Companys Auditors in 1997.

Unless otherwise instructed, the persons named in the enclosed form of
proxy intend to vote for the appointment of KPMG LLP, Chartered Accountants, as
Auditors of the Company, to hold office until the termination of the next
annual general meeting of the Company, at a remuneration to be fixed by the
directors of the Company.

Reconfirmation of Shareholder Rights Plan

At the Meeting, shareholders will be asked to pass a resolution to approve
and reconfirm the Companys Shareholder Rights Plan (the Rights Plan).

The Rights Plan was originally adopted by the Company pursuant to a
shareholder rights plan agreement dated as of November 12, 1999 between the
Company and Montreal Trust Company of Canada, as Rights agent. A copy of the
Rights Plan Agreement is available from the Secretary of the Company and will
be available at the Meeting. The Rights Plan was approved by shareholders at
the Annual General Meeting of the Company held December 16, 1999.

Under the terms of the Rights Plan Agreement, the Rights Plan must be
reconfirmed by shareholders at every third Annual General Meeting following the
1999 Annual General Meeting and, if not reconfirmed, will terminate and be of
no further force and effect.

The terms and conditions of the Rights Plan conformed with the practices
and protections advocated by numerous institutional investors and shareholder
advocates when it was submitted to and approved by shareholders in 1999. The
Rights Plan to be submitted for approval and ratification at this Meeting is
identical in all respects to the Rights Plan approved in 1999. The Board of
Directors of the Company has determined that the Rights Plan continues to be of
benefit to and is in the best interest of shareholders and recommends that
shareholders vote in favour of its reconfirmation.

3



---



##### Table of Contents



Background and Purpose of the Rights Plan

The Rights Plan was adopted to address the concern that the Canadian
securities regulatory framework may not provide adequate protection to the
Companys shareholders in responding to an inadequate, unfair or coercive
take-over bid for the Companys outstanding Common Shares. Under existing
Canadian law a take over bid is defined, in general terms, as an offer to
acquire outstanding voting or equity securities of a company from persons or
holders in Canada which would result in the offeror and persons acting in
concert with it holding 20% or more of the outstanding shares of that class.
Where a take-over bid is made, the offeror is obliged to make that offer to all
shareholders by way of a formal take over bid circular, unless the take over
bid is exempt from those requirements. Exemptions are available, for example,
to permit the purchase of shares from not more than 5 persons in private
transactions at a price not exceeding 115% of the prevailing market price or
the purchase through a stock exchange of not more than 5% of the outstanding
shares in any 12 month period. Where a formal take over bid is required to be
made, securities legislation in Canada requires that the take-over bid remain
open for acceptance for only 35 days.

Where a formal offer is made, the Board of Directors of the Company does
not believe that 35 days is sufficient to permit the Board to evaluate and
respond to that offer and determine if it should pursue other alternatives to
maximize shareholder value. The Rights Plan is meant to encourage a bidder to
negotiate a friendly transaction with the Board or to make a bid that will
remain open for a longer period of time.

As well, under existing law, an offeror may purchase a significant block
of shares or obtain effective control of the Company through a series of
off-shore or private transactions with specific shareholders or creeping
purchases in the market without having to make an equivalent offer available to
all shareholders. The Rights Plan is meant to encourage such an offeror to
make a formal bid to all shareholders that reflects the true value of the
shares and to discourage creeping take-overs or transactions in which a
control premium is not shared with all shareholders.

The Board believes that the Rights Plan will assist in deterring unfair,
coercive bid tactics and strategies that do not treat all shareholders fairly
or equally.

Shareholder rights plans in a form substantially similar to the Rights
Plan have been adopted by many other publicly held companies, have become
common in Canada and generally accepted as an effective means of helping to
protect the interests of shareholders. The absence of such a plan can be a
detriment to a Board of Directors in responding to any take-over bid that may
be made.

Recent decisions of the Canadian securities regulatory authorities have
held that a target companys Board will not be permitted to use a shareholder
rights plan to prevent a party from making a successful bid, but will only
allow a rights plan to remain in place so long as the Board is actively seeking
alternatives to that bid and there is a real and substantial possibility that
it can increase shareholder choice and maximize shareholder value.

4



---



##### Table of Contents



In recent years, shareholder rights plans have proven effective in
allowing a target companys Board of Directors to gain time to seek
alternatives to enhance shareholder value when faced with a bid which is
considered inadequate, unfair or coercive and to minimize the risk of self
dealing or appropriation of value by a significant shareholder.

Operation of the Rights Plan

The following is a general summary of certain of the terms and conditions
of the Rights Plan. Shareholders are encouraged to review the more detailed
summaries of the Rights Plan previously disseminated by the Company and the
specific terms and conditions of the Rights Plan Agreement, a copy of which is
available upon request from the Company.

Under the Rights Plan, as of the close of business on November 12, 1999,
one Right was issued, without charge, and attached to each Common Share then
outstanding and to each Common Share subsequently issued. Eight trading days
after a person becomes an Acquiring Person, each of the Rights, other than
those held by the Acquiring Person, will entitle the holders to purchase Common
Shares from the Company with a value (based on the then prevailing market
price) equal to two times the Exercise Price. The initial Exercise Price under
the Rights Plan was $60.00 (Cdn.). Effectively, this allows the holders other
than the Acquiring Person to purchase additional shares at a 50% discount to
market. The Exercise Price, the number and kind of securities subject to
purchase upon exercise of Rights and the number of Rights outstanding is
subject to customary anti-dilution adjustments from time to time.

A person will become an Acquiring Person upon acquiring beneficial
ownership of 20% or more of the outstanding Voting Shares of the Company.
However, a person will not become an Acquiring Person if they exceed this 20%
threshold as a result of a Permitted Bid, a Voting Share Reduction, an
Exempt Acquisition or a Pro Rata Acquisition. These latter exceptions
contemplate that the 20% threshold may be exceeded as a result of such things
as a reduction in the total number of outstanding shares, a stock dividend or
distribution, certain rights offerings, or the conversion or exchange of other
securities, among other things.

The Rights trade together with the Common Shares of the Company and are
not separable nor are they exercisable until the Separation Time, being the
close of business on the eighth trading day following the earlier of (i) the
date of the first public announcement that a person has become a Acquiring
Person; and (ii) the date of the commencement of, or first public announcement
of the intention of any person to commence a take-over bid (other than a
Permitted Bid) which, if successfully completed, would result in such person
becoming an Acquiring Person. The Rights will not separate and be exercisable
if, prior to that time the take-over bid expires or is cancelled, terminated or
otherwise withdrawn, or if the Board waives the application of the Rights Plan.

Under the terms of the Rights Plan, a Permitted Bid is a formal bid made
by way of a take-over bid circular where the offer is open for acceptance by
all shareholders for a minimum of 60 days and also contains an irrevocable
condition that if more than 50% of the Common Shares not beneficially owned by
the offeror and certain related parties are deposited under the bid, the bid
will be extended for at least 10 business days on the same terms. A Permitted
Bid may be

5



---



##### Table of Contents



made and taken directly to the shareholders of the Company without triggering
the Rights Plan, regardless of the acceptability of the bid to the Board.

Through the operation of the Rights Plan, a person or group that seeks to
acquire more than 20% of the outstanding shares of the Company will likely find
it impractical to do so because the Rights Plan will substantially dilute their
holdings unless they proceed by way of a Permitted Bid or approach the Board
with a view toward negotiating an acceptable offer and the waiver of the Rights
Plan. The Permitted Bid provisions of the Rights Plan are designed to make it
more likely that, in any take-over bid, the Board is given adequate time to
properly assess the bid and whether it should pursue other value enhancing
alternatives and that shareholders are treated equally and are more likely
receive the maximum available value for their investment.

Reconfirmation

The reconfirmation of the Rights Plan is not being proposed in response
to, or in anticipation of, any acquisition or take-over bid and is not intended
to prevent a take-over bid or to secure continuance of current management or
the directors in office or to deter fair offers for the Common Shares of the
Company. Further, the reconfirmation of the Rights Plan does not in any way
lessen the fiduciary duties of the Board to give due and proper consideration
to any offer (whether or not it is a Permitted Bid) that may be made, and
exercise its discretion whether to waive the application of the Rights Plan to
an offer or to redeem the Rights, and to act honestly, in good faith and with a
view to the best interests of the Company and all of its shareholders.

At the Meeting, shareholders will be asked to consider, and if thought
fit, to pass an ordinary resolution to approve and reconfirm the Rights Plan.
To be effective this resolution must be approved by a majority of greater than
50% of the votes cast by all holders of Common Shares who vote in respect of
such reconfirmation at the Meeting.

The Board of Directors of the Company recommends shareholders vote in
favour of the reconfirmation of the Rights Plan.




EXECUTIVE COMPENSATION

The following table is a summary of compensation during the Companys last
three financial years of the Companys Chief Executive Officer and the next
most highly compensated executive officers of the Company whose total salary
and bonus was in excess of $100,000 (collectively, the Named Executive
Officers).

6



---



##### Table of Contents






Summary Compensation Table

|                |  |      |      |        |  |                     |         |                        |  |         |         |       |  |         |       |          |        |            |        |            |  |         |         |           |  |     |  |  |  |  |  | 
|--------------- |  | ---- | ---- | ------ |  | ------------------- | ------- | ---------------------- |  | ------- | ------- | ----- |  | ------- | ----- | -------- | ------ | ---------- | ------ | ---------- |  | ------- | ------- | --------- |  | --- |  |  |  |  |  | 
|                |  |      |      |        |  | Annual Compensation |         | Long Term Compensation |  |         |         |      
|                |  |      |      |        |  |                     |         |                        |  |         |         |      
|                |  |      |      |        |  |                     |         |                        |  |         |         |       |  |         |       |          |        | Awards     |        |            |  |         |         | Payouts   |  |     |  | 
|                |  |      |      |        |  |                     |         |                        |  |         |         |       |  |         |       |          |        |            |        |            |  |         |         |           |  |     |  | 
|                |  |      |      |        |  |                     |         |                        |  |         |         |       |  |         |       |          |        | Securities |        | Restricted |  |         |         |           |  |     |  | 
|                |  |      |      |        |  |                     |         |                        |  |         |         |       |  | Other   |       | Under    |        | Shares     |        |            |  |         |         |           |  |    
|Name and        |  |      |      |        |  |                     |         |                        |  |         |         |       |  | Annual  |       | Options/ |        | Or         |        |            |  |         |         | All Other
|Principal       |  |      |      |        |  |                     |         |                        |  |         |         |       |  | Compen- |       | SARs     |        | Share      |        | LTIP       |  | Compen-
|Position        |  | Year |      | Salary |  | Bonus               |         | sation                 |  | Granted |         | units |  | Payouts |       | sation  
|                |  |      |      |        |  |                     |         |                        |  |         |         |       |  |         |       |         
|                |  |      |      |        |  | $                   |         | $                      |  | $(1)    |         | (#)   |  | ($)     |       | ($)(4)   |        | ($)       
|                |  |      |      |        |  |                     |         |                        |  |         |         |       |  |         |       |          |        |            |        |            |  |         |         |           |  |     |  |  |  |  |  | 
|R.K. Bakshi     |  |      | 2002 |        |  |                     | 270,000 |                        |  |         | 97,155  |       |  |         | 9,596 |          |        |            | 37,500 | (5)        |  | Nil     |         | Nil       |  | Nil
|               
|               
|               
|               
|Chief
Executive |  |      | 2001 |        |  |                     | 250,000 |                        |  |         | 165,000 |       |  |         | 8,012 |          |        |            | 37,500 | (5)        |  | Nil     |         | Nil       |  | Nil
|               
|               
|               
|               
|Officer         |  |      | 2000 |        |  |                     | 225,000 |                        |  |         | 125,000 |       |  |         | 2,013 |          |        | Nil        |        | Nil        |  | Nil     |         | Nil      
|               
|               
|               
|               
|               
|T. Gill         |  |      | 2002 |        |  |                     | 185,000 |                        |  |         | 51,816  |       |  | Nil     |       |          | 11,250 | (6)        |        | Nil        |  |         | 693,750 |           |  | Nil
|               
|               
|               
|               
|Chief
Operating |  |      | 2001 |        |  |                     | 156,000 |                        |  |         | 106,188 |       |  | Nil     |       |          | 11,250 | (6)        |        | Nil        |  | Nil     |         | Nil      
|               
|               
|               
|               
|Officer         |  |      | 2000 |        |  |                     | 156,000 |                        |  |         | 75,000  |       |  | Nil     |       | Nil      |        | Nil        |        | Nil        |  | Nil    
|               
|M.K.
Longinotti |  |      | 2002 |        |  |                     | 155,000 |                        |  |         | 34,544  |       |  | Nil     |       | Nil      |        | Nil        |        | Nil        |  | Nil    
|               
|               
|               
|               
|Chief
Financial |  |      | 2001 | (2)    |  |                     | 116,667 |                        |  |         | 38,750  |       |  | Nil     |       |          | 75,000 | (5)        |        | Nil        |  | Nil     |         | Nil      
|               
|               
|               
|               
|Officer         |  |      |      |        |  |                     |         |                        |  |         |         |       |  |         |       |          |        |            |        |            |  |         |         |           |  |     |  |  |  |  |  | 
|               

NOTES



|(1) |  | The amounts in this column relate to automobile allowances. Other than
automobile allowances, the value of perquisites and other personal
benefits do not exceed the lesser of $50,000 and 10% of the total annual
salary and bonus for any of the Named Executive Officers.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | Mr. Longinotti became a Named Executive Officer effective October 3,
2000. This figure represents Mr. Longinottis salary for the 9 months
from October 3, 2000 to July 31, 2001.                                                                                           
|   
|   
|   
|   
|(3) |  | SARs means share appreciation rights.                                                                                                                                                                                                                                     
|   
|   
|   
|   
|(4) |  | LTIP means long term incentive plan.                                                                                                                                                                                                                                      
|   
|   
|   
|   
|(5) |  | Represents Stock options under the Companys Long Term Share Compensation
Plan which may only be settled with Shares previously repurchased and
held by the Company.                                                                                                        
|   
|   
|   
|   
|(6) |  | Represents SARs which may only be settled in cash or with Shares
previously repurchased and held by the Company, at the option of the
employee.                                                                                                                             

Long Term Share Compensation Plan

Pursuant to the Companys Long Term Share Compensation Plan (the LT
Plan), the Board is authorized, in its discretion, to grant options to
purchase Common Shares, Stock Appreciation Rights (SARs) and other Awards (as
defined in the Plan) to directors, officers and employees of the Company and
its subsidiaries.

7



---



##### Table of Contents



Options, SARs and other Awards granted under the LT Plan are not
transferable by the holder other than by will or the laws of descent and
distribution, and each Award is exercisable
during the lifetime of and only by such holder. The exercise price of all
options and the base price of all SARs granted under the LT Plan is determined
in accordance with guidelines of The Toronto Stock Exchange and reflect the
fair market value of the Common Shares preceding the grant of the such Award.

The following table provides information concerning stock options
exercised by the Named Executive Officers during the financial year ended July
31, 2002 and the value of unexercised stock options and SARs held by the Named
Executive Officers as of July 31, 2002:




Option/SAR Grants During The Most Recently Completed Financial Year

|                         |  |                |        |                |  |              |    |              |  |              |       |               |  |              |       |  |  |  |          | 
|------------------------ |  | -------------- | ------ | -------------- |  | ------------ | -- | ------------ |  | ------------ | ----- | ------------- |  | ------------ | ----- |  |  |  | -------- | 
|                         |  |                |        |                |  |              |    |              |  |              |       |               |  | Market Value |       |  |  | 
|                         |  |                |        |                |  | % of Total   |    |              |  |              |       | of Securities |  |              |       | 
|                         |  |                |        |                |  | Options/SARs |    |              |  |              |       | Underlying    |  |              |       | 
|                         |  | Securities     |        | Granted to     |  |              |    |              |  | Options/SARs |       |               |  |             
|                         |  | Under Options/ |        | Employees in   |  | Exercise or  |    | on the Date  |  | Expiration  
|Name                     |  | SARs Granted   |        | Financial Year |  | Base Price   |    | of Grant     |  | Date        
|                        
|                         |  | (#)            |        |                |  |              |    | ($/Security) |  | ($/Security) |       |               |  |             
|                         |  |                |        |                |  |              |    |              |  |              |       |               |  |              |       |  |  |  |          | 
|R.K. Bakshi              |  |                | 37,500 | (1)            |  |              | 31 | %            |  |              | 12.25 |               |  |              | 12.10 |  |  |  | 10/12/06 | 
|                        
|                        
|                        
|                        
|Chief
Executive
Officer  |  |                |        |                |  |              |    |              |  |              |       |               |  |              |       |  |  |  |          | 
|                        
|T. Gill                  |  |                | 11,250 | (2)            |  |              | 9  | %            |  |              | 12.25 |               |  |              | 12.10 |  |  |  | 10/12/06 | 
|                        
|                        
|                        
|                        
|Chief
Operating
Officer  |  |                |        |                |  |              |    |              |  |              |       |               |  |              |       |  |  |  |          | 
|                        
|M.K Longinotti           |  |                |       |                |  |              | 0  | %            |  |              |      |               |  |              |      |  |  |  |         | 
|                        
|                        
|                        
|                        
|Chief
Financial

Officer |  |                |        |                |  |              |    |              |  |              |       |               |  |              |       |  |  |  |          | 
|                        

Notes:



|(1) |  | Stock options which may only be settled with Shares previously repurchased
and held by the Company.                                 
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | SARs which may only be settled in cash or with Shares previously
repurchased and held by the Company, at the option of the employee.

8



---



##### Table of Contents






Aggregated Option and SAR
Exercises During the Most Recently
Completed Financial Year
and Financial Year Option/SAR Values

|                  |  |             |        |           |  |                     |         |                  |  |                 |         |                |  |  |        |  |  |          |           |  |  |     |        | 
|----------------- |  | ----------- | ------ | --------- |  | ------------------- | ------- | ---------------- |  | --------------- | ------- | -------------- |  |  | ------ |  |  | -------- | --------- |  |  | --- | ------ | 
|                  |  |             |        |           |  |                     |         |                  |  |                 |         |                |  |  |        |  |  | Value
of
|                  |  |             |        |           |  |                     |         |                  |  |                 |         | Unexercised   
|                  |  |             |        |           |  |                     |         | Unexercised      |  | In-The-Money(1)
|                  |  | Securities  |        |           |  | Options             |         | Options         
|                  |  | Acquired    |        | Aggregate |  | at July 31, 2002(#) |         | At July 31, 2002
|                  |  | on          |        | Value     |  |                     |         |                 
|Name              |  | Exercise(#) |        | Realized  |  | Exercisable         |         | Unexerciseable   |  | Exercisable     |         | Unexerciseable
|                  |  |             |        |           |  |                     |         |                  |  |                 |         |               
|R.K. (Rob) Bakshi |  |             |       |           |  |                     |        |                  |  |                 | 262,500 |                |  |  | 62,500 |  |  | $        | 1,840,500 |  |  | Nil
|                 
|Tom Gill          |  |             | 75,000 |           |  |                     | 693,750 |                  |  |                 | 3,750   |                |  |  | 18,750 |  |  | $        | 4,688     |  |  | $   | 9,375  | 
|                 
|M.K. Longinotti   |  |             |       |           |  |                     |        |                  |  |                 | 50,000  |                |  |  | 25,000 |  |  | $        | 62,500    |  |  | $   | 31,250 | 
|                 

NOTES



| |  | In-The-Money means the excess of the market value of the Common Shares on
July 31, 2001 (namely $9.25 per Share) over the exercise price of such
option.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The following table summarizes the Options and SARs outstanding under the
Companys LT Plan as at October 15, 2002:                                       




Outstanding Stock Options and SARs

|                                           |  |               |         |                |  |             |               |  |  |                   |  | 
|------------------------------------------ |  | ------------- | ------- | -------------- |  | ----------- | ------------- |  |  | ----------------- |  | 
|                                           |  | Number of     |         | Exercise Price |  | Expiry Date
|Class of Optionee                          |  | Common Shares |         | Per Share      |  | of Options 
|                                           |  |               |         |                |  |            
|Executive officers, as a group (3 Persons) |  |               | 471,250 |                |  | $           | 1.36 - $12.25 |  |  | April 4, 2003   
|                                          
|                                          
|                                          
|                                          
|                                           |  |               |         |                |  |             |               |  |  | October 7, 2007  
|                                          
|Directors who are not also executive       |  |               |         |                |  |             |               |  |  | July 20, 2003   
|                                          
|                                          
|                                          
|                                          
|officers, as a group (6 Persons)           |  |               | 215,000 |                |  | $           | 4.79 - $12.25 |  |  | October 7, 2007  
|                                          
|Other employees of the Company or its      |  |               |         |                |  |             |               |  |  | January 4, 2004 
|                                          
|                                          
|                                          
|                                          
|subsidiaries, as a group (11 Persons)      |  |               | 156,166 |                |  | $           | 1.36 - $11.65 |  |  | October 7, 2007  
|                                          

Termination of Employment, Changes in Responsibility and Employment Contracts

As at July 31, 2002, none of the Named Executive Officers had any formal,
written employment contracts with the Company or its subsidiaries.

9



---



##### Table of Contents



The Company has no compensatory plan or arrangement in respect of which
compensation received or that may be received by the Named Executive Officers
in the event of termination of employment (resignation, retirement, or change
of control) or in the event of a change in responsibilities following a change
in control.

Management Contracts

There are no management functions of the Company or a subsidiary thereof
which are to any substantial degree performed by a person other than a director
or senior officer of the Company or a subsidiary thereof.

Compensation of Directors

During Fiscal 2002, the Company paid each director a retainer of $12,000
per year and $500 per meeting. In addition, the Chairman of any committee was
paid an additional retainer of $2,000 per year.

Except for Directors participation in the LT Plan, the Company had no
other arrangements, standard or otherwise, pursuant to which directors are
compensated by the Company for their services as directors, or for committee
participation, involvement in special assignments or for services as consultant
or expert during the most recently completed financial year.

During the Companys most recently completed financial year, the Company
has not incurred any expenses for management or consulting services rendered by
any director of the Company or any company controlled by a director of the
Company.

During Fiscal 2002, the following options to purchase securities were
granted to directors of the Company:

|                |  |                  |        |                |  |                  |    |                   |  |                 |       |                 |  |  |       |  |  |  |          | 
|--------------- |  | ---------------- | ------ | -------------- |  | ---------------- | -- | ----------------- |  | --------------- | ----- | --------------- |  |  | ----- |  |  |  | -------- | 
|                |  |                  |        |                |  | % of Total       |    |                   |  |                 |       | Market Value of |  |  |       | 
|                |  |                  |        |                |  | Options/SARs     |    |                   |  |                 |       | Securities      |  |  |       | 
|                |  | Securities Under |        | Granted to     |  |                  |    |                   |  | Underlying      |       |                 |  | 
|                |  | Options/SARs     |        | Employees in   |  | Exercise or Base |    | Options/SARs on   |  |                 |       |                
|Name            |  | Granted          |        | Financial Year |  | Price            |    | the Date
of Grant |  | Expiration Date
|                |  |                  |        |                |  |                  |    |                   |  |                
|                |  | (#) (1)          |        |                |  |                  |    | ($/Security)      |  | ($/Security)    |       |                 |  | 
|                |  |                  |        |                |  |                  |    |                   |  |                 |       |                 |  |  |       |  |  |  |          | 
|Adrian Ryans    |  |                  | 25,000 |                |  |                  | 20 | %                 |  |                 | 11.65 |                 |  |  | 11.65 |  |  |  | 12/10/06 | 
|               
|Robert Phillips |  |                  | 25,000 |                |  |                  | 20 | %                 |  |                 | 11.65 |                 |  |  | 11.65 |  |  |  | 12/10/06 | 
|               
|John Zaozirny   |  |                  | 10,000 |                |  |                  | 8  | %                 |  |                 | 12.25 |                 |  |  | 12.10 |  |  |  | 10/12/06 | 
|               
|Herb Pinder     |  |                  | 10,000 |                |  |                  | 8  | %                 |  |                 | 12.25 |                 |  |  | 12.10 |  |  |  | 10/12/06 | 
|               



|(1) |  | Stock options and SARs may only be settled with Shares previously
repurchased and held by the Company.
|--- |  | ------------------------------------------------------------------------------------------------------

Remuneration of Management and Others

During the Companys most recently completed financial year the aggregate
direct remuneration paid or payable by the Company and its subsidiaries to its
directors and named Executive Officers was $890,485.

10



---



##### Table of Contents



The Company does not have any pension, deferred compensation or similar
plans. The Company has not paid and does not propose to pay any pension
benefits under any normal pension plan or in the event of retirement at a
normal retirement age. Beginning January 1, 2001, the Company instituted a
matching program for the Companys sponsored RSP Plan. Under this Plan, the
Company pays to the employees account under the Plan, in January of each year,
an amount equivalent to $1.00 for each dollar contributed by the employee under
the Plan up to a maximum of 3% of the employees base salary (4% after two years
of participation in the Plan). Named Executive Officers are eligible to
participate in the RSP Plan.

Report on Executive Compensation

This report on executive compensation has been prepared by the Governance
and Compensation Committee (the Committee) of the Board.

The Committee is charged with reviewing and monitoring the long-range
compensation strategy for the senior management of the Company. As part of its
mandate, the Committee provides compensation recommendations to the Board for
its review and approval for the President and Chief Executive Officer. The
Committee monitors the compensation of the Chief Operating Officer and the
Chief Financial Officer. In addition, the Committee reviews the methodology
utilized by the Company for setting salaries of employees throughout the
organization.

The Companys Human Resource department tracks and also retains
independent compensation consultants for professional advice and as a source of
competitive market information on compensation levels for the Companys
executives.

Philosophy and Objectives

The compensation program for the senior management of the Company is
designed to ensure that the level and form of compensation achieves certain
objectives, including:



| | (a) |  | attracting and retaining talented, qualified and effective
executives;   
| | --- |  | -------------------------------------------------------------------------
|
| | (b) |  | motivating the short and long-term performance of these executives;
and  
|
| | (c) |  | better aligning their interests with those of the Companys
shareholders.

In compensating its senior management, the Company has employed a
combination of base salary, cash incentive or bonus compensation and equity
participation through its LT Plan.

Base Salary

In the Committees view, paying base salaries that are competitive in the
markets in which the Company operates is a first step to attracting and
retaining talented, qualified and effective executives. Competitive salary
information on companies earning comparable revenues in a similar industry is
compiled from a variety of sources, including surveys conducted by independent
consultants and national and international publications.

11



---



##### Table of Contents



Cash Incentive Compensation

The Companys primary objective is to aim to achieve certain minimum
pre-determined Company wide revenue and profit targets and the completion of
annually established personal goals. The Committee has set the executives
compensation such that between approximately 34% and 45% of the total annual
expected cash compensation is incentive compensation, and 75% of the incentive
compensation is dependent upon meeting the annual revenue and profit
objectives. In Fiscal 2002, the lower range of the established revenue target
was met and the established profit target was not met and therefore an
appropriate reduction of the cash incentive compensation was made for each of
our senior executives.

Equity Participation

The Company believes that encouraging its executives and employees to
become shareholders is the best way of aligning their interests with those of
its shareholders. Equity participation is accomplished, in part, under the
Companys LT Plan. Options, SARs or other Awards are granted to senior
executives taking into account a number of factors, including the amount and
term of options or SARs previously granted, base salary and bonus arrangements
and competitive factors. Options and SARs are generally granted to senior
executives which vest over a three to four year period.

Historically, the compensation of the Companys senior management favoured
equity participation by way of stock options. With the adoption of its LT
Plan, the Company has also begun to grant share and cash settled SARs. As the
Companys business has developed and its cash flow improved, the Company has
increased the cash and incentive compensation component for its senior
management, while maintaining a significant equity component. Given the
dynamic and evolving nature of the Companys business, the Committee is
continuing to review and redesign the overall compensation plan for senior
management so as to continue to address the objectives identified above.

Compensation of the Chief Executive Officer

The compensation of the Chief Executive Officer is recommended annually by
the Compensation Committee and approved by the Board of Directors. Base cash
compensation and variable cash compensation levels are based on market survey
data provided to the Committee by independent consultants. For Fiscal 2002,
the survey data for public technology and manufacturing companies of similar
size in terms of revenue, numbers of employees and scope of international
operations indicated typical compensation of:

|                            |  |                                                                
|--------------------------- |  | ---------------------------------------------------------------
|Base salary                 |  | $270,000                                                       
|                           
|                           
|                           
|                           
|Cash Incentive compensation |  | 50% to 100% of base pay                                        
|                           
|                           
|                           
|                           
|Stock options               |  | 2 to 3 times salary (# of options multiplied by exercise
price)

12



---



##### Table of Contents



The base salary compensation of the Chief Executive Officer was equal to
the mid-point of the comparative group.

In Fiscal 2002 target cash incentive compensation was $225,000 for the
Chief Executive Officer. 75 percent of variable cash compensation is dependent
upon the Company achieving annual revenue and net income goals and 25 percent
is dependent on the Chief Executive Officer achieving annual individual
performance goals. Cash incentive compensation earned was $97,155.

Annually, the Compensation Committee reviews and recommends to the Board
grants of stock options and SARs. Options have been granted to the Chief
Executive Officer taking into account competitive compensation factors and the
belief that options help align the Chief Executive Officer with the interests
of shareholders. In Fiscal 2002, options to purchase additional 37,500 common
shares were granted to the Chief Executive Officer.

Submitted on behalf of the Governance and Compensation Committee:

|                      |  | 
|--------------------- |  | 
|Herb Pinder, Chairman |  | 
|                     
|                     
|                     
|                     
|Robert Phillips       |  | 
|                     
|                     
|                     
|                     
|John Zaozirny         |  | 

Five Year Total Shareholder Return Comparison

The following graph compares the percentage change in the value of $100
invested in Common Shares of the Company with $100 invested in the TSE 300
Total Return Index from July 31, 1997 to July 31, 2002.

LINE GRAPH

|                      |  |           |     |           |  |           |     |           |  |           |     |           |  |  |     |  |  |  |     |  |  |  |     | 
|--------------------- |  | --------- | --- | --------- |  | --------- | --- | --------- |  | --------- | --- | --------- |  |  | --- |  |  |  | --- |  |  |  | --- | 
|                      |  | 7/31/1997 |     | 7/31/1998 |  | 7/31/1999 |     | 7/31/1900 |  | 7/31/2001 |     | 7/31/2002
|                      |  |           |     |           |  |           |     |           |  |           |     |          
|TSE 300               |  |           | 100 |           |  |           | 101 |           |  |           | 103 |           |  |  | 153 |  |  |  | 113 |  |  |  | 97  | 
|                     
|                     
|                     
|                     
|NASDAQ 100 (NDX)      |  |           | 100 |           |  |           | 124 |           |  |           | 205 |           |  |  | 326 |  |  |  | 152 |  |  |  | 94  | 
|                     
|                     
|                     
|                     
|Silent Witness Shares |  |           | 100 |           |  |           | 343 |           |  |           | 770 |           |  |  | 419 |  |  |  | 579 |  |  |  | 500 | 



| |  | Notes: The TSE 300 Index is a total index return, including reinvestment of
dividends.
| |  | --------------------------------------------------------------------------------------

13



---



##### Table of Contents






STATEMENT OF CORPORATE GOVERNANCE PRACTICES

This Statement of Corporate Governance Practices has been prepared by the
Governance and Compensation Committee of the Board and approved by the Board.

General

The Toronto Stock Exchange (the TSX) has approved a series of guidelines
(the TSX Guidelines) for effective corporate governance of companies listed
on the TSX. The guidelines deal with matters such as the constitution and
independence of corporate boards, the functions to be performed by board
members and their committees and the effectiveness and education of board
members. The TSX requires each listed company to annually disclose its approach
to corporate governance with reference to the TSX Guidelines. In addition, the
Governance and Compensation Committee is cognisant of and has reviewed other
governance initiatives and recommendations including proposed revisions to the
TSX Guidelines and developments in the United States and Canada. The Companys
current approach to corporate governance is set out below.

In this Statement, the term unrelated director has the meaning given to
it in the TSE Guidelines, namely, a director who is independent from management
or free from any interest and any business or other relationship which could,
or could reasonably be perceived to, materially interfere with the directors
ability to act with a view to the best interests of the Company, other than
interests arising from shareholding. As well, the term independent director
means an unrelated director who is free from any interests in or relationships
with any significant shareholder of the Company or any affiliate of a
significant shareholder (that is, a shareholder with the ability to exercise
the majority of the votes for the election of the directors attached to the
outstanding shares of the corporation).

Mandate of the Board

The mandate of the Board is to supervise the management of the business
and affairs of the Company and to act with a view to the best interests of the
Company. The functions and composition of the Board has changed to meet the
Companys changing circumstances as it has grown and its business developed.
To date, given the nature of the Companys business and the close relationship
between the directors and management, the Board has not found it necessary to
formalize its mandate and policies. During Fiscal 2000, Management completed
and the Board reviewed and approved the formal Strategic Plan of the Company.
The Strategic Plan was reviewed in detail by the Board in Fiscal 2001 and
Fiscal 2002 and the basic strategies were reaffirmed.

During Fiscal 2002 there were six meetings of the Board. The frequency of
meetings as well as the nature of agenda items change depending upon the state
of the Companys affairs and the opportunities or risks which the Company
faces.

14



---



##### Table of Contents



In carrying out its mandate, the Board relies primarily on management and
its employees to provide it with regular detailed reports on the operations of
the Company and its financial position.

The President and Chief Executive Officer of the Company is on the Board
and provides the Board with direct access to information concerning the
business, operations and management of the Company. Other management personnel
are also regularly asked to attend Board meetings so as to provide information,
answer questions and receive the direction of the Board. The reports and
information provided to the Board enables it to monitor and manage the risks
associated with the Companys operations and its compliance with legal and
safety requirements, environmental issues and the financial position and
liquidity of the Company.

Constitution of the Board

The TSX Guidelines recommend that a board of directors be constituted with
a majority of individuals who qualify as unrelated directors. The TSX
Guidelines also recommend that the Board should also include a number of
independent directors which fairly reflects the investment in the Company by
shareholders other than any significant shareholders.

The directors have examined the relevant definitions in the TSE Guidelines
and have considered their respective interests and relationships in and with
the Company. Mr. Zaozirny is counsel with McCarthy Tétrault LLP, a firm which
provides legal services to the Company. Mr. Zaozirny himself provides no legal
services to the Company nor does he have supervisory responsibility over the
services provided. Consequently, the Board has determined that this
relationship does not interfere with his ability to act with a view to the best
interests of the Company and that Mr. Zaozirny should be considered an
unrelated director. As a consequence the Board has determined that of its
seven current directors, only Mr. Bakshi is a related director, and the
remaining directors are unrelated directors. Similarly, of the seven persons
intended to be nominated by management of the Company as directors, only one
(Mr. Bakshi) will be a related director and the rest will be unrelated
directors. Accordingly, the Board is constituted with a majority of
individuals who qualify as unrelated directors within the meaning of the TSX
Guidelines.

Proportionate Representation

The Company does not have a controlling or significant shareholder.

The Board is considering its size and composition so as to ensure that it
is appropriate and effective for carrying out its responsibilities. The Board
may consider adding one or more additional directors if suitable candidates can
be found who may bring additional experience or knowledge to the Board.

Independence from Management

The Board historically has not had a Chair independent of management. Mr.
Bakshi, the President and Chief Executive Officer of the Company, has acted as
Chairman of meetings of the

15



---



##### Table of Contents



Board. In light of the number of unrelated directors on the Board, the Board
has determined that it is not necessary for the Company to have a Chair
independent of management. The Board has functioned and is of the view that it
can continue to function independently of management as required.

Board Committees

The Board currently has two standing committees: the Audit Committee, and
the Governance and Compensation Committee. The Company does not have an
Executive Committee.

Audit Committee

The members of the Audit Committee are Professor David Shaw (Chairman),
Mr. Paul Mirabelle and Mr. Adrian Ryans (each of whom is an unrelated
director). Each of the members of the Audit Committee consider that they are
financially literate and capable of reading and understanding financial
statements and all of the members of the Committee has accounting or related
financial expertise. The Board has adopted a formal written charter for the
Audit Committee under which that committee is responsible for, among other
things, reviewing the Companys financial reporting procedures, internal
controls and the performance of the Companys external auditors. The Committee
also reviews quarterly financial statements and makes enquiries of management
regarding the financial information and managements discussion and analysis
prior to public release. Twice during the fiscal year ended July 31, 2002 the
Audit Committee met privately with the external auditors. In addition, that
committee is also responsible for reviewing the annual financial statements
prior to their approval by the full Board and is available for consultation by
management or the Auditors of the Company. In Fiscal 2000, the Board requested
that the Audit Committee also oversee certain ongoing litigation initiated by
certain former officers of the Company against the Company and its President
and Chief Executive Officer. The Audit Committee met six times during the
fiscal year ended July 31, 2002.

Governance and Compensation Committee

In Fiscal 2002 the Governance and Compensation Committee of the Board was
composed of Messrs. Herb Pinder (Chairman), Robert Phillips and John Zaozirny,
each of whom is an unrelated director. The Board has adopted a written
mandate for this committee under which it is responsible for, among other
things, making recommendations to the Board with respect to developments in the
area of corporate governance, the practices of the Board, appropriate
candidates for nomination to the Board, and for evaluating the performance of
the Board. This Committee is also responsible for compensation matters
concerning the senior officers of the Company. The committee held three
meetings in Fiscal 2002.

16



---



##### Table of Contents



Decisions Requiring Board Approval

Given the size of the Company and the nature of its business, there has
been a close working relationship between the Board and management of the
Company. Given this, the Board has not found it necessary to formally
prescribe limitations on the authority of its senior management.

Changes in officers are to be approved by the Board including changes in
officers of the Companys subsidiaries.

Other Governance Issues

The Company considers its orientation and education program for new
directors to be an important element of ensuring responsible corporate
governance. In addition to extensive discussions with existing directors and
the President and Chief Executive Officer with respect to the business and the
operations of the Company, new directors receive a boardbook which includes
current product information, record of historical public information on the
Company together with the mandates and prior minutes of the applicable Board
and committees of the Board. In addition, meetings with the directors are
regularly held at the Companys head office in order to assist the directors in
better understanding the Companys operations.

In certain circumstances it may be appropriate for an individual director
to engage an outside advisor at the expense of the Company. The engagement of
the outside advisor would be subject to the approval of the Governance and
Compensation Committee.

During Fiscal 2001, the Company formally adopted a Code of Conduct, which
is annually communicated to each existing and new employee in the Company.

Investor Relations

Senior management of the Company receives and responds to shareholder
enquiries. Shareholder enquiries and concerns are dealt with promptly by
senior management of the Company. The Company has also retained an external
advisor to assist with its investor relations activities. To date the Board
has not needed to take an active role in responding to shareholder enquiries
and concerns.




INDEBTEDNESS OF DIRECTORS,
EXECUTIVE OFFICERS AND SENIOR OFFICERS

No director, executive officer or senior officer of the Company, no
proposed nominee for election as a director of the Company, and no associate of
any such director, officer or proposed nominee, at any time during the most
recently completed financial year has been indebted to the Company or any of
its subsidiaries or had indebtedness to another entity which is, or has been,
the subject of a guarantee, support agreement, letter of credit or other
similar arrangement or understanding provided by the Company or any of its
subsidiaries, other than, in each case, routine indebtedness (as defined
under applicable securities laws) or which was entirely repaid before the date
hereof.

17



---



##### Table of Contents



None of the persons described above, nor any other officer or employee or
former officer, director or employee of the Company or any of its subsidiaries
has been indebted to the Company or otherwise incurred indebtedness described
above in connection with the purchase of securities of the Company or any of
its subsidiaries.




INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS

Other than as set out in this Information Circular, none of the directors
or senior officers of the Company, no proposed management nominee for election
as a director of the Company, no person that has direct or indirect beneficial
ownership of, control or direction over, or a combination of direct or indirect
beneficial ownership of and control or direction over, Common Shares carrying
more that 10% of the voting rights attached to all outstanding Common Shares,
and no other insider of the Company, nor any associate or affiliate of any of
the foregoing persons, has any material interest, direct or indirect, in any
transaction since the commencement of the Companys last financial year or in
any proposed transaction which has materially affected or will or would
materially affect the Company or any of its subsidiaries.




INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than the election of directors, none of the directors or senior
officers of the Company, no management nominee for election as director of the
Company, none of the persons who have been directors or senior officers of the
Company since the beginning of the Companys last financial year and no
associate or affiliate of any of the foregoing persons has any material
interest, direct or indirect, by way of beneficial ownership of securities or
otherwise, in any matter to be acted upon at the Meeting.




VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The authorized capital of the Company consists of 110,000,000 shares
divided into 100,000,000 Common Shares and 10,000,000 Preference shares without
par value.

As at October 15, 2002, 8,012,441 Common Shares and no Preference shares
are outstanding. Each Common Share carries the right to one vote per share at
the Meeting (other than the 505,500 Common Shares which were previously
repurchased and are being held by the Company and, by law, cannot be voted at
the Meeting) . Holders of Common Shares of record at the close of business on
November 4, 2002 will be entitled to vote at the Meeting.

To the knowledge of the directors and senior officers of the Company,
there are no persons who beneficially own, directly or indirectly, or exercise
control or direction over, voting securities carrying more than 10 per cent of
the voting rights attached to any class of voting securities of the Company.

18



---



##### Table of Contents






NORMAL COURSE ISSUER BID

On July 24, 2002, the Company announced its intention to make a normal
course issuer bid. Pursuant to the normal course issuer bid, the Company may
acquire up to 300,000 Shares, being approximately 3.7% of the issued and
outstanding Common Shares, until the expiry of the bid on July 23, 2003.

The Company commenced the normal course issuer bid because of its belief
that its Common Shares are undervalued and that the purchase of Common Shares
may represent an opportunity to provide capital appreciation and market
stability for the benefit of shareholders and to potentially offset the
dilutive effects of its share incentive arrangements or other share issuances.

Purchases under the normal course issuer bid must be effected through the
facilities of The Toronto Stock Exchange, in accordance with its by-laws and
rules, and the price which the Company may pay for any Shares acquired by it
must be the market price of such shares at the time of acquisition.

As of October 15, 2002, the Company has purchased 140,000 Common Shares
under this normal course issuer bid at an average price of $5.63 per Common
Share.

Copies of the Notice of Intention to Make a Normal Course Issuer Bid filed
by the Company may be obtained, without charge, by contacting the Company.

As of October 15, 2002, the Company has purchased and currently holds
505,500 Shares pursuant to the current and prior normal course issuer bids.




GENERAL VOTING AND PROXY INFORMATION

Voting at the Meeting

Shareholders as of the close of business on November 4, 2002 are entitled
to vote at the Meeting. A shareholder is entitled to one vote for each Common
Share held as of that date.

The matters to be submitted at the Meeting may only be voted on if a
quorum is present. A quorum is two shareholders present in person or by proxy
and holding at least 10% of the outstanding Common Shares of the Company.

A shareholder may vote at the Meeting by attending in person or appointing
a proxyholder to attend and vote on their behalf.

The procedures a shareholder must follow in order to vote in person or by
proxy will depend on whether they are a registered or a non-registered
shareholder. A registered shareholder is a person who does not hold their
Common shares through and in the name of a broker, dealer, bank, depository or
other nominee.

19



---



##### Table of Contents



Non-Registered Shareholders

A non-registered shareholder will receive the Companys Information
Circular and related proxy materials from the broker, dealer, bank or other
depository or other nominee holding their Common Shares. These materials will
include either a form of proxy that has been pre-stamped with the name of the
nominee holding the Common Shares and the number of Shares held or a separate
Proxy Authorization or Voting Instruction Form.

Every nominee has its own procedures for completing and returning these
forms in order for the vote of a non-registered shareholder to be submitted and
recorded at the Meeting. Those instructions will also specify how a
non-registered shareholder may complete those documents so that the shareholder
may attend (or appoint someone else to attend on their behalf) and vote in
person at the Meeting and how to revoke or change their vote. A non-registered
shareholder receiving these materials should complete and return them in
accordance with the specific instructions provided by their broker, dealer,
bank, depository or other nominee.

Registered Shareholders

Registered shareholders may attend and vote in person at the Meeting or
appoint a proxyholder to attend on their behalf. A registered shareholder who
intends to vote in person need not submit a proxy, although it is recommended
that they do so in the event they are unable to attend on the day of the
Meeting.

A registered shareholder wishing to appoint a proxyholder to attend the
Meeting on their behalf should follow the instructions below and on the reverse
side of the enclosed form of proxy.

Appointment of Proxyholder

The persons named as proxyholders in the accompanying form of proxy are
directors or senior officers of the Company. A shareholder has the right to
appoint those persons or any other person as a proxyholder to attend and vote
on his or her behalf at the Meeting by completing the form of proxy provided
with this Information Circular.

A shareholder of the Company has the right to appoint a person to attend
and act for and on behalf of the shareholder at the Meeting other than the
persons named in the accompanying form of proxy. If a shareholder does not
want to appoint either person so named, the shareholder should strike out the
names of the persons so indicated and insert in the blank space provided the
name of the person whom the shareholder wishes to appoint as proxyholder. A
proxyholder need not be a shareholder of the Company.

Voting of Shares Represented by Proxy

The Common Shares represented by a proxy will be voted or withheld from
voting in accordance with the instructions of the shareholder on any poll that
may be called for in respect of any of the matters identified in the proxy.
Where a choice with respect to any matter to be

20



---



##### Table of Contents



acted upon has been specified in a proxy, the Shares represented by the proxy
will be voted in accordance with such instructions.

If no choice is specified by a shareholder in a proxy with respect to any
of the matters identified therein and one of the persons named in the enclosed
form of proxy is appointed as proxyholder, the Shares represented by the proxy
will be voted For each of the matters described in the proxy.

Revocation of Proxy

A shareholder who has given a proxy may revoke it by (a) signing a proxy
bearing a later date and depositing it as provided under Deposit of Proxy
below; (b) signing and dating a written notice of revocation (in the same
manner as the enclosed form of proxy is to be executed, as set out under
Validity of Proxy below) and delivering such notice to the registered office
of the Company at any time up to and including the last business day preceding
the day of the Meeting or to the Chairman of the Meeting on the day of the
Meeting; (c) attending the Meeting in person and registering with the
scrutineer as a shareholder present in person and signing and dating a written
notice of revocation; or (d) any other manner permitted at law. Any such
revocation shall have effect only in respect of those matters upon which a vote
shall not already have been cast pursuant to authority conferred by the proxy.

Amendments, Variations and Other Matters

The enclosed form of proxy confers discretionary authority upon the
proxyholder named with respect to amendments or variations to the matters
identified in the Notice of Annual Meeting and other matters which may properly
come before the Meeting. Management of the Company is not currently aware of
any such amendments, variations or other matters to be presented for action at
the Meeting. In the event that any other matter comes before the Meeting,
absent instructions to the contrary, the persons named in the proxy are
authorized to vote in accordance with their judgement on such matter.

Validity of Proxy

A proxy will not be valid unless it is dated and signed by the shareholder
or by the shareholders attorney duly authorized in writing. In the case of a
corporation that is a shareholder, a proxy will not be valid unless it is
executed under its corporate seal or by any duly authorized officer or attorney
of the corporation. If a proxy is executed by an attorney for an individual
shareholder or by an officer or attorney for a corporate shareholder and not
under its corporate seal, the instrument (or a notarial copy thereof)
empowering the attorney or officer, as the case may be, should accompany the
proxy.

A vote cast in accordance with the terms of a proxy will be valid
notwithstanding the previous death, incapacity or bankruptcy of the shareholder
or intermediary on whose behalf the proxy was given or the revocation of the
appointment, unless written notice of such death, incapacity, bankruptcy or
revocation is received by the Chairman of the Meeting at any time before the
vote is cast.

21



---



##### Table of Contents



Deposit of Proxy

In order to be valid and effective, a proxy must be deposited with and
received by ComputerShare Trust Company of Canada. at its office at 510 Burrard
Street, Vancouver, British Columbia, V6C 3B9 (facsimile: 604-683-3694) no later
than 48 hours (excluding Saturdays, Sundays and holidays) before the time of
the Meeting or any adjournment thereof.

All non-registered shareholders who receive these materials through a
broker or other intermediary should complete and return the materials in
accordance with the instructions provided to them by such broker or other
intermediary.




APPROVAL OF CIRCULAR

The contents and sending of this Information Circular have been approved
by the Board of Directors of the Company.

DATED at Surrey, British Columbia as of this 4th day of November, 2002.

| |                                                                  
| | -----------------------------------------------------------------
| | BY ORDER OF THE BOARD OF DIRECTORS                               
|
| | R.K. (Rob) Bakshi"                                              
|
| | R.K. (Rob) Bakshi
President, Chairman and Chief Executive Officer

22



---



##### Table of Contents



SILENT WITNESS ENTERPRISES LTD.
ANNUAL AND SPECIAL GENERAL MEETING
PROXY

The undersigned shareholder of SILENT WITNESS ENTERPRISES LTD. (the Company)
hereby nominates, constitutes and appoints R.K. (Rob) Bakshi, President and
Chief Executive Officer of the Company, or, failing him, Michael K. Longinotti,
Chief Financial Officer and Corporate Secretary of the Company, or failing
them,

|                      |  | of |  |          
|--------------------- |  | -- |  | ---------
|                      |  |    |  |          
|(Name of Proxyholder) |  |    |  | (Address)

as proxyholder of the undersigned, with full power of substitution, to attend
the Annual and Special General Meeting of the Company to be held on December 9,
2002 and any adjournment thereof (the Meeting), with authority to act and
vote thereat for and on behalf of the undersigned. The undersigned hereby
directs the proxyholder to vote the Common Shares of the Company registered in
the name of the undersigned in respect of the matters indicated below as
follows:




VOTE
        
        WITHHOLDElection of Directors
        
        FOR:
        
        VOTE:To elect as a director of the Company:R.K. (Rob) Bakshi
        
        [  ]
        
        [  ]Paul Mirabelle
        
        [  ]
        
        [  ]Robert Phillips
        
        [  ]
        
        [  ]Herb Pinder
        
        [  ]
        
        [  ]Adrian Ryans
        
        [  ]
        
        [  ]David Shaw
        
        [  ]
        
        [  ]John Zaozirny
        
        [  ]
        
        [  ] VOTE
        
        WITHHOLDAuditors
        
        FOR:
        
        VOTE:To appoint KPMG LLP, Chartered
Accountants, as Auditor for the Company
and to authorize the directors to fix the
Auditors remuneration
        
        [  ]
        
        [  ]


VOTE
        
        WITHHOLDFOR:
        
        VOTE:Approve and reconfirm the Companys
Shareholder Rights Plan
        
        [  ]
        
        [  ]






Affix Label Here
Name of Shareholder
Address of Shareholder
Number of Shares


Signed this
        
        
        
        day of
        
        
        
        , 2002. Signature of Shareholder

Name of Shareholder (Please print clearly as registered)

Number of Shares (See General in the Information Circular for further information regarding proxies for use at the Meeting)








---



##### Table of Contents



SILENT WITNESS ENTERPRISES LTD.




ANNUAL AND SPECIAL GENERAL MEETING

DECEMBER 9, 2002

INSTRUCTIONS



|(1) |  | This proxy is solicited by management of SILENT WITNESS ENTERPRISES LTD.
for use at the Annual and Special General Meeting of shareholders of the
Company to be held December 9, 2002 and any adjournment thereof (the
Meeting). Please refer to the Information Circular (the Information
Circular) accompanying this proxy for further information.                                                                                                                                                                                                                                                                                     
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | If you are not able to be personally present at the Annual General
Meeting, please date and sign this proxy on the reverse and return it in
the envelope provided to ComputerShare Trust Company of Canada, Attention:
Proxy Department, 510 Burrard Street, Vancouver, British Columbia V6C 3B9
(or by facsimile: 604-683-3694). In order to be valid, instruments
appointing a proxyholder must be deposited with ComputerShare Trust
Company of Canada no later than 48 hours (excluding Saturdays, Sundays or
holidays) before the time of the Meeting or any adjournment thereof
(namely, 11:00 a.m. (Pacific time) on December 6, 2002).
|   
|(3) |  | The Shares represented by this proxy will be voted or withheld from
voting in accordance with the instructions of the shareholder on any
ballot. If the shareholder specifies a choice with respect to any matter,
such Shares will be voted accordingly. If no choice is specified with
respect to a matter identified in the proxy and one of the persons named
in this proxy is appointed as proxyholder, the Shares represented by this
proxy will be voted FOR each of the matters identified in the proxy.                                                                                                                            
|   
|(4) |  | Except as otherwise set out above, the authority conferred hereunder may
be exercised at the sole discretion of the proxyholder in respect of: (i)
each matter set out for which no voting choice is indicated, (ii) any
amendments to or variation in any of the matters listed, and (iii) other
matters which may properly come before the Meeting.                                                                                                                                                                                                                                                                                         
|   
|(5) |  | A shareholder has the right to appoint a person as proxyholder other than
the persons designated in this proxy and may do so by striking out the
names of the persons designated and inserting in the blank space provided
the name and address of the person whom the shareholder wishes to appoint.                                                                                                                                                                                                                                                                                                                                         
|   
|(6) |  | If this proxy is not dated in the space provided for, authority is hereby
given to the named proxyholder to date this proxy on the date on which it
was mailed by the Company. If the number of Shares is not indicated in
the space provided, all of the Shares registered in the name of the
undersigned will be voted as provided for.                                                                                                                                                                                                                                                                                                     
|   
|(7) |  | Notwithstanding the foregoing, a shareholder who has received this proxy
from their broker, dealer, bank, depository or other nominee which holds
their Shares, this proxy and any other proxy authorization form or voting
instruction form should be completed, signed and returned in accordance
with the instructions of that nominee.                                                                                                                                                                                                                                                                                                    





---



##### Table of Contents



SILENT WITNESS ENTERPRISES LTD.




Supplemental Mailing List and
Request for Interim Financial Statements

TO: Security Holders of SILENT WITNESS ENTERPRISES LTD. (the Company)

National Instrument 45-102 Interim Financial Statement and Report Exemption adopted by the Canadian Securities Administrators permits registered and non-registered
security holders with the opportunity to request annually to have their names added to the Companys Supplemental Mailing List in order to receive interim financial statements and
other selected shareholder communications at not cost to the security holder.

If you wish to have your name added to the Companys Supplemental Mailing List for these purposes, please complete, sign and mail this form to ComputerShare Trust
Company of Canada, Stock Transfer Department, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9 (facsimile: 604-683-3694).

By your signature below, you certify that you are a security holder of the Company.



| | Name of Security Holder
| | -----------------------



| | Address (including postal code) of
Security Holder
| | --------------------------------------------------



| | 
| | 



| | Signature of Security Holder or, if
the Security Holder is a company,
signature of authorized signatory
Electronic Mail Address
| | -------------------------------------------------------------------------------------------------------------------------------



| | Date
| | ----