UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                SCHEDULE 13D

                 UNDER THE SECURITIES EXCHANGE ACT OF 1934

                      Silent Witness Enterprises Ltd.
- -------------------------------------------------------------------------------
                              (Name of Issuer)

                               Common Shares
- -------------------------------------------------------------------------------
                       (Title of Class of Securities)

                                 826906307
- -------------------------------------------------------------------------------
                               (CUSIP Number)

                          Thomas F. Larkins, Esq.
                        Honeywell International Inc.
                             101 Columbia Road
                            Morristown, NJ 07962
                               (973) 455-2000

                              With a Copy to:
                           David K. Robbins, Esq.
                  Fried, Frank, Harris, Shriver & Jacobson
                     350 South Grand Avenue, 32nd Floor
                           Los Angeles, CA 90071
                               (213) 473-2000
    (Name, Address and Telephone Number of Persons Authorized to Receive
                        Notices and Communications)

                              October 10, 2003
- -------------------------------------------------------------------------------
          (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or
240.13(g), check the following box |_|.

NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss.240.13d-7(b)
for other parties to whom copies are to be sent.

                                SCHEDULE 13D
CUSIP No. 903898401

1         NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

                  HONEYWELL INTERNATIONAL INC.

2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                    (a)    |_|
                                                                    (b)    |_|

3         SEC USE ONLY

4         SOURCE OF FUNDS (SEE INSTRUCTIONS)

                  N/A (1)

5         CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
          TO ITEMS 2(d) or 2(e)                                            |_|

6         CITIZENSHIP OR PLACE OF ORGANIZATION

                  DELAWARE

                      7      SOLE VOTING POWER
     NUMBER OF
                                     -0-
       SHARES

    BENEFICIALLY      8      SHARED VOTING POWER

      OWNED BY                       925,690 (2)

                      9      SOLE DISPOSITIVE POWER
        EACH
                                     -0-
     REPORTING

       PERSON         10     SHARED DISPOSITIVE POWER

        WITH                         925,690 (2)

11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          925,690 (2)

12        CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
          SHARES (SEE INSTRUCTIONS)                                        |_|

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          11.9 %

14        TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

          CO

- --------- ---------------------------------------------------------------------
(1)  See Item 3 hereof.
(2)  See Items 4 and 5 hereof.

ITEM 1.      SECURITY AND ISSUER.

     This statement on Schedule 13D (this "Schedule 13D") relates to the
common shares ("Company Common Shares") of Silent Witness Enterprises Ltd.,
a company incorporated under the laws of British Columbia, Canada (the
"Company"). The principal executive offices of the Company are located at
6554 - 176 Street, Surrey, British Columbia, V3S 4G5.

ITEM 2.      IDENTITY AND BACKGROUND.

     (a)-(c) This Schedule 13D is filed by Honeywell International Inc., a
Delaware corporation ("Honeywell"). Honeywell is a diversified technology
and manufacturing company, serving customers worldwide with aerospace
products and services, control technologies for buildings, homes and
industry, automotive products, specialty chemicals, fibers and electronic
and advanced materials. The principal business offices of Honeywell are
located at 101 Columbia Road, Morristown, New Jersey 07962.

     (d)-(e) During the five years prior to the date hereof, neither
Honeywell nor, to the best of its knowledge, any executive officer or
director of Honeywell (each of whom is listed on Exhibit 1 attached hereto
and incorporated herein by reference), (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii)
has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction, as a result of which such person was or is
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.

        (f)    Not applicable.

ITEM 3.      SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

     On October 10, 2003, Honeywell entered into Deposit Agreements (the
"Deposit Agreements") with the following shareholders of the Company
(collectively, the "Shareholders"): Rob Bakshi, Vinod Bakshi and Opinder
Singh Gill. The Deposit Agreements are attached hereto as Exhibits 2, 3 and
4 and incorporated herein by reference. The Company Common Shares to which
this Schedule 13D relates have not been purchased by Honeywell, and neither
Honeywell nor any of the other persons listed in response to Item 2 hereof
has paid to any Shareholder any funds in connection with the Deposit
Agreement.

ITEM 4.      PURPOSE OF TRANSACTION.

     On October 10, 2003, Honeywell and the Company entered into a Support
Agreement (the "Support Agreement") whereby, among other things, Honeywell
agreed to cause 678669 B.C. Ltd., a corporation incorporated under the laws
of British Columbia, Canada and an indirect wholly-owned subsidiary of
Honeywell (the "Offeror"), to make an offer (the "Offer") to purchase all
the outstanding Company Common Shares, including Company Common Shares
issuable upon the conversion, exchange or exercise of any (i) options to
acquire Company Common Shares and (ii) other rights, warrants or
entitlements to acquire Company Common Shares, at a price of Cdn. $11.27 in
cash per Company Common Share, subject to the terms and conditions set
forth in the Support Agreement.

     Pursuant to the terms of the Support Agreement, Honeywell and the
Offeror agreed that, upon the Company Common Shares being taken up and paid
for under the Offer, the Offeror shall acquire the Company Common Shares
not deposited under the Offer pursuant to the compulsory acquisition
provisions of Section 255 of the Company Act (British Columbia), as the
same may be amended or re-enacted or any successor legislation thereto (the
"Act"), if permitted to do so under the Act. If the Offeror is unable to
use such compulsory acquisition provision, the Offeror will propose an
alternate arrangement, which may include, without limitation, a statutory
arrangement, amalgamation, merger, or other combination ("Second-Step
Transaction") of the Company with the Offeror or an affiliate of the
Offeror within 180 days after the Offeror takes up and pays for Company
Common Shares under the Offer on terms and conditions to be determined by
the Offeror, provided that the Offeror agrees that if any Second-Step
Transaction is effected it will provide that the holders of any Company
Common Shares, other than Honeywell and the Offeror, shall be entitled to
receive consideration per share in cash or the right to receive cash within
35 days following the approval of the Second-Step Transaction at least
equal to the amount paid per share under the Offer.

     Simultaneously with the execution and delivery of the Support
Agreement, Honeywell entered into the Deposit Agreements with the
Shareholders pursuant to which each Shareholder has agreed to deposit under
the Offer: (i) all Company Common Shares that are presently owned
beneficially by such Shareholder, (ii) all Company Common Shares, if any,
issued upon the exercise of certain stock options or any other rights
convertible or exercisable for Company Common Shares held by the
Shareholder, and (iii) any Company Common Shares subsequently acquired by
the Shareholder, together with a duly completed and executed letter of
transmittal. The Shareholders have also granted Honeywell an irrevocable
proxy to vote each Shareholder's Company Common Shares in furtherance of
such Shareholder's obligation's under his or her respective Deposit
Agreement and the Company's obligations under the Support Agreement during
the term of the respective Deposit Agreement.

     Based on their respective representations in the Deposit Agreements,
as of October 10, 2003, the Shareholders owned the following securities in
the Company: (i) Rob Bakshi - 274,836 Company Common Shares and options to
purchase 312,500 Company Common Shares; (ii) Vinod Bakshi - 256,654 Company
Common Shares; and (iii) Opinder Singh Gill - 81,700 Company Common Shares
and 33,750 share appreciation rights to receive cash payment based on the
price of the Company Common Shares or the right to receive Company Common
Shares of equivalent value (the securities in the foregoing clauses (i)
through (iii), together with any additional securities of the Company
acquired by any Shareholder on or after October 10, 2003 and before the
termination of the Deposit Agreement, collectively referred to herein as
the "Company Securities"). Further, Mr. Gill has covenanted to exercise all
share appreciation rights for cash payment to the extent permitted under
the plan of the Company governing the share appreciation rights and,
accordingly, the Common Shares that would be obtained by Mr. Gill upon the
exercise of the share appreciation rights has, as indicated in Footnote
(3), not been included in the calculation of Company Common Shares in Item
5 of this Schedule 13D.

     The Deposit Agreements also provide, among other things that each
Shareholder: (i) will notify the Offeror within 24 hours of becoming aware
of a proposal which, if made in writing, could constitute a Competing
Proposal including the identity of any prospective offeror and the person
making the Competing Proposal; (ii) will not option, sell, transfer,
pledge, encumber, grant a security interest in, hypothecate or otherwise
convey the Shareholder's Company Securities, or any right or interest
therein (legal or equitable), to any person, entity or group or agree to do
any of the foregoing; (iii) will not grant or agree to grant any proxy or
other right to vote the Shareholder's Company Securities, or enter into any
voting trust, vote pooling or other agreement with respect to the right to
vote, call meetings of shareholders or give consents or approvals of any
kind as to the Shareholder's Company Securities; (iv) will exercise the
voting rights attaching to the Shareholder's Company Securities and
otherwise use its best efforts to cause the Company to comply with its
obligations under the Support Agreement; (v) will not purchase or obtain or
enter into any agreement or right to purchase any additional Company Common
Shares; (vi) if applicable, will resign as a director of the Company
effective at the time and in the manner requested by Honeywell, after the
Offeror takes up and pays for the Shareholder's Company Securities; and
(vii) will not take, and shall not authorize or permit any investment
banker, financial advisor, attorney, accountant or other representative of
his to take, any action of any kind, indirectly or directly, to oppose,
frustrate or delay the take up and payment of the Company Common Shares
deposited under the Offer or the completion of the Offer, including but not
limited to any action to solicit, initiate, knowingly assist or knowingly
encourage inquiries, submissions, proposals or offers from any other
person, entity or group, and will cease immediately and not continue in any
discussions or negotiations the Shareholder is carrying on regarding, or
furnish to any other person, entity or group, any confidential, non-public
information with respect to, any Competing Proposal (as such term is
defined in the Support Agreement). Notwithstanding the foregoing, nothing
contained in the Deposit Agreements shall: (A) prevent a Shareholder, in
his capacity as a director or officer of the Company, if applicable, from
engaging in discussions or negotiations with a third party or providing
information in respect of, or otherwise responding to, or negotiating,
approving and recommending to holders of Company Common Shares, an
unsolicited bona fide Competing Proposal if the Board of Directors of the
Company has determined in good faith that such proposal may constitute or
lead to a Superior Proposal (as such term is defined in the Support
Agreement) or that such action is otherwise required by reason of the
fiduciary duties of the directors of the Company under applicable law, or
(B) preclude the Shareholder, in his capacity as a director or officer of
the Company, from responding, within the time and manner required by the
applicable laws, to any take over bid or any business combination or
similar transaction involving the Company or any of its subsidiaries or
assets or tender or exchange offer made for the Company Common Shares.

     The Deposit Agreements are each terminable by the Shareholders if: (i)
the Offer has not been made as provided in the Support Agreement; (ii) the
Offer does not substantially conform with the description in the Support
Agreement or the provisions of such Deposit Agreement; (iii) Company Common
Shares deposited under the Offer (including the Shareholder's Company
Securities) have not, for any reason whatsoever, been taken up and paid for
on or before the end of the tenth day following the expiry of the Offer;
(iv) the Offer is abandoned by the Offeror; (v) the Support Agreement is
terminated in accordance with its terms; and (vi) subject to certain
conditions, after January 31, 2004, the Offeror has not purchased any
Company Common Shares pursuant to the Offer, other than as a result of the
material breach by such Shareholder of any material covenant or obligation
under the Deposit Agreement or as a result of any representation or
warranty of a Shareholder in the Deposit Agreement being untrue or
incorrect in any material respect.

     The Deposit Agreements are each terminable by Honeywell if: (i) a
Shareholder has not complied in all material respects with his or her
covenants to Honeywell contained therein; (ii) any of the representations
and warranties of a Shareholder contained therein is untrue or inaccurate;
(iii) the Company has not complied in all material respects with its
covenants to Honeywell under the Support Agreement; (iv) the conditions in
Exhibit II of the Support Agreement are not satisfied or waived by the
Offeror on or prior to the expiry of the Offer; or (v) the Support
Agreement is terminated.

     The foregoing summary of the Deposit Agreements and the Support
Agreement is qualified in its entirety by reference to the Deposit
Agreements, which are attached hereto as Exhibits 2, 3 and 4, and the
Support Agreement, which is attached hereto as Exhibit 5 and incorporated
herein by reference.

     Except as indicated in this Schedule 13D, Honeywell currently has no
specific plans or proposals that relate to or would result in any of the
matters described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.

ITEM 5.      INTEREST IN SECURITIES OF THE COMPANY.

     (a)-(c)  As a result of entering into the Deposit Agreements, Honeywell
may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act
of 1934 (the "Exchange Act"), to share with the respective Shareholders
party to the Deposit Agreement the direct or indirect power to vote, direct
the voting of, dispose of, or direct the disposal of, an aggregate of
925,690 Company Common Shares (3). Company Common Shares (including the
options) collectively represent approximately 11.9% of the issued and
outstanding Company Common Shares, including those Company Common Shares
issuable upon the exercise of options held by Mr. Bakshi. The foregoing
calculations assume that 7,468,541 Company Common Shares were outstanding
on October 10, 2003 (excluding 549,900 Company Common Shares which are held
by the Company and have not been cancelled), as represented by the Company
in the Support Agreement.

- --------
(3)  This number includes the options owned by Mr. Bakshi; however, to date
     such options remain unexercised and Honeywell has no right to direct
     the exercise of any of them. Honeywell may be deemed for purposes of
     Rule 13d-3 under the Exchange Act to share with Mr. Bakshi the direct
     or indirect power to vote, direct the voting of, dispose of, or direct
     the disposal of any Company Common Shares resulting from the exercise
     of any of such options. This number excludes the share appreciation
     rights owned by Mr. Gill.

     Notwithstanding the foregoing, however, Honeywell (i) is not entitled
to any rights as a shareholder of the Company with respect to the Company
Securities covered by this Schedule 13D and (ii) has no direct or indirect
power to vote, direct the voting of, dispose of, or direct the disposal of,
any of the Company Common Shares covered by this Schedule 13D other than
pursuant to the Deposit Agreements. Honeywell does not directly own any
Company Common Shares. Honeywell hereby disclaims beneficial ownership of
all Company Common Shares (including those covered by this Schedule 13D,
which, for the avoidance of doubt, include any Company Common Shares
resulting from the exercise of any of the options or share appreciation
rights), and nothing contained in this Schedule 13D shall be construed as
an admission that any such person is, for the purposes of Section 13(d) or
13(g) of the Exchange Act or otherwise, the beneficial owner of any
securities covered by this Schedule 13D.

     Except as set forth herein, no transactions involving Company Common
Shares have been effected during the past 60 days by Honeywell or any of
its respective directors or executive officers.

        (d)    None.

        (e)    Not applicable.

ITEM 6.      CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
             RESPECT TO SECURITIES OF THE COMPANY.

     Except as described in this Schedule 13D, neither Honeywell nor any
executive officer or director of Honeywell has any other contracts,
arrangements, understandings or relationships with any persons with respect
to any securities of the Company. The transactions discussed in Item 4 are
further described in the Deposit Agreements, which are attached hereto as
Exhibits 2, 3 and 4 and the Support Agreement, which is attached hereto as
Exhibit 5.

ITEM 7.      MATERIAL TO BE FILED AS EXHIBITS.

        Exhibit 1     List of Executive Officers and Directors of Honeywell.

        Exhibit 2     Deposit Agreement, dated as of October 10, 2003,
                      between Honeywell and Rob Bakshi.

        Exhibit 3     Deposit Agreement, dated as of October 10, 2003, between
                      Honeywell and Vinod Bakshi.

        Exhibit 4     Deposit Agreement, dated as of October 10, 2003,
                      between Honeywell and Opinder Singh Gill.

        Exhibit 5     Support Agreement, dated as of October 10, 2003,
                      between Honeywell and the Company.

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.

                                  HONEYWELL INTERNATIONAL INC.

                                  By:    /s/ Thomas F. Larkins
                                      -------------------------------------
                                     Name:   Thomas F. Larkins
                                     Title:  Vice President and Corporate
                                             Secretary

Dated: October 20, 2003

EXHIBIT INDEX

                     Document

Exhibit 1  --     List of Executive Officers and Directors of Honeywell.

Exhibit 2  --     Deposit Agreement, dated as of October 10, 2003, between
                  Honeywell and Rob Bakshi.

Exhibit 3  --     Deposit Agreement, dated as of October 10, 2003, between
                  Honeywell and Vinod Bakshi.

Exhibit 4  --     Deposit Agreement, dated as of October 10, 2003, between
                  Honeywell and Opinder Singh Gill.

Exhibit 5  --     Support Agreement, dated as of October 10, 2003, between
                  Honeywell and the Company.

                                                                  Exhibit 1

DIRECTORS:

                                                                  PRINCIPAL OCCUPATION
NAME                      BUSINESS ADDRESS                        OR EMPLOYMENT           CITIZENSHIP
- ----                      ----------------                        --------------------    -----------

Hans W. Becherer          c/o 101 Columbia Road                   Former Chairman and     USA
                          Morristown, NJ  07962                   Chief Executive
                                                                  Officer of Deere &
                                                                  Company

Gordon M. Bethune         1600 Smith Street, HQS EO               Chairman of the Board,  USA
                          Houston, TX  77002                      Chief Executive
                                                                  Officer of
                                                                  Continental Airlines,
                                                                  Inc.

Marshall N. Carter        79 JFK Street                           Senior Fellow at the    USA
                          Cambridge, MA  02138                    Center for Business
                                                                  and Government, John
                                                                  F. Kennedy School of
                                                                  Government, Harvard
                                                                  University

Jaime Chico Pardo         Parque Via, # 190 - Piso 10             Vice Chairman and       Mexico
                          Col. Cuauhtemoc, 06599 Mexico, D.F.     Chief Executive
                                                                  Officer of Telefonos
                                                                  de Mexico, S.A. de
                                                                  C.V.

David M. Cote             101 Columbia Road                       Chairman of the         USA
                          Morristown, NJ  07962                   Board, President and
                                                                  Chief Executive
                                                                  Officer

Clive R. Hollick          Ludgate House                           Chief Executive         United Kingdom
                          245 Blackfriars Road                    Officer of United
                          London SE19UY                           News & Media plc

James J. Howard           c/o 101 Columbia Road                   Chairman Emeritus of    USA
                          Morristown, NJ  07962                   Xcel Energy Inc.

Bruce Karatz              10990 Wilshire Blvd.                    Chairman of the Board   USA
                          Los Angeles, CA  90024                  and Chief Executive
                                                                  Officer of KB Home

Robert P. Luciano         c/o 101 Columbia Road                   Chairman Emeritus of    USA
                          Morristown, NJ  07962                   Schering-Plough
                                                                  Corporation

Russell E. Palmer         3600 Market Street, Suite 530           Chairman and Chief      USA
                          Philadelphia, PA  19104                 Executive Officer of
                                                                  The Palmer Group

Ivan G. Seidenberg        1095 Avenue of the Americas             President and Chief     USA
                          New York, NY  10036                     Executive Officer of
                                                                  Verizon
                                                                  Communications Inc.

John R. Stafford          Five Giralda Farm                       Consultant, Retired     USA
                          Madison, NJ  07940                      Chairman of the Board
                                                                  of Wyeth (formerly
                                                                  known as American
                                                                  Home Products
                                                                  Corporation)

Michael W. Wright         4900 IDS Tower                          Retired Chairman,       USA
                          Minneapolis, MN  55442                  President and Chief
                                                                  Executive Officer of
                                                                  Supervalue Inc.

EXECUTIVE OFFICERS:
                                                                  PRINCIPAL OCCUPATION
NAME                      BUSINESS ADDRESS                        OR EMPLOYMENT           CITIZENSHIP
- ----                      ----------------                        --------------------    -----------

David M. Cote             101 Columbia Road                       Chairman of the         USA
                          Morristown, NJ  07962                   Board, President and
                                                                  Chief Executive
                                                                  Officer

Dr. Nance K. Dicciani     101 Columbia Road                       President and Chief     USA
                          Morristown, NJ  07962                   Executive Officer -
                                                                  Specialty Materials

Robert J. Gillette        23365 Hawthorne Blvd.                   President and Chief     USA
                          Torrance, CA  90505                     Executive Officer -
                                                                  Transportation and
                                                                  Power Systems

J. Kevin Gilligan         MN10-2500                               President and Chief     USA
                          1985 Douglas Drive North                Executive Officer -
                          Golden Valley, MN  55422                Automation and
                                                                  Control Systems

Robert D. Johnson         1944 E. Sky Harbor Circle               President and Chief     USA
                          Phoenix, AZ  85038                      Executive Officer
                                                                  -Aerospace

Larry E. Kittelberger     101 Columbia Road                       Sr. Vice President -    USA
                          Morristown, NJ  07962                   Administration and
                                                                  Chief Information
                                                                  Officer

Peter M. Kreindler        101 Columbia Road                       Sr. Vice President      USA
                          Morristown, NJ  07962                   and General Counsel

David J. Anderson         101 Columbia Road                       Sr. Vice President      USA
                          Morristown, NJ  07962                   and Chief Financial
                                                                  Officer

Thomas W. Weidenkopf      101 Columbia Road                       Sr. Vice President -    USA
                          Morristown, NJ  07962                   Human Resources and
                                                                  Communication

John J. Tus               101 Columbia Road                       Vice President,         USA
                          Morristown, NJ  07962                   Controller and
                                                                  Treasurer

                                                                  Exhibit 2

                             DEPOSIT AGREEMENT
                             -----------------

STRICTLY CONFIDENTIAL
- ---------------------
                                                           October 10, 2003

Rob Bakshi

Dear Rob:

This letter agreement (the  "Agreement")  sets out the terms and conditions
upon which Honeywell International Inc. (the "Offeror's Parent") will cause
678669 B.C.  Ltd.,  a direct or  indirect  wholly-owned  subsidiary  of the
Offeror's  Parent  (the  "Offeror")  to  make an  offer  (the  "Offer")  on
substantially  the terms and conditions set forth in the support  agreement
between Silent Witness Enterprises Ltd. (the "Company") and the Offeror and
the Offeror's  Parent dated the date hereof (the "Support  Agreement"),  to
purchase all of the issued and outstanding  common shares (the "Shares") of
the Company.

This  Agreement  also sets out the terms and conditions of the agreement by
you (the  "Shareholder")  to deposit,  or cause to be deposited,  under the
Offer:  (i)  the  274,836  Shares  presently  owned   beneficially  by  the
Shareholder;  (ii) all Shares,  if any, issued upon the exercise of certain
stock options or any other rights  convertible  or  exercisable  for shares
held by the Shareholder;  and (iii) any Shares subsequently acquired by the
Shareholder (the "Shareholder's  Shares"), and sets out the obligations and
commitments of the Shareholder in connection therewith.  References in this
Agreement to the Shares held or to be acquired by the  Shareholder  include
the associated  rights issued  pursuant to the Company's  "Rights Plan" (as
defined in the Support Agreement).

                                 ARTICLE 1
                                 THE OFFER

1.1  TIMING OF THE OFFER.
     -------------------

The Offeror's  Parent agrees to cause the Offeror to make the Offer for all
of the  Shares  within the time and upon the terms as  provided  for in the
Support Agreement, and subject to the conditions therein contained.

1.2  MODIFICATION OF OFFER.
     ---------------------

The Offeror's Parent agrees that it will not cause or permit the Offeror to
amend,  modify or change the Offer without the prior written consent of the
Shareholder,  which  consent  shall not be  unreasonably  withheld,  and to
provide a draft of any proposed  amendment,  modification  or change to the
Offer to the Shareholder  and to consult with the Shareholder  with respect
to the terms and  conditions of such proposed  amendment,  modification  or
change of the Offer.  The  covenants in the  foregoing  sentence  shall not
apply in respect of any amendments,  modifications  or changes to the Offer
in accordance  with section 1.1(e) of the Support  Agreement  provided that
the Offeror and the Offeror's  Parent shall not, without the consent of the
Shareholder:

     (a)  increase the number or percentage  of Shares  required to satisfy
          the "Minimum  Condition" (as defined in the Support Agreement) or
          decrease the number or percentage  of Shares  required to satisfy
          the  Minimum  Condition  below  50%  of the  outstanding  Shares,
          decrease the  consideration  per Share  payable  under the Offer,
          change the form of  consideration  payable under the Offer (other
          than to add additional  consideration)  or decrease the number of
          Shares sought under the Offer;

     (b)  impose additional material conditions to the Offer;

     (c)  in the  event  all of the "Bid  Conditions"  (as  defined  in the
          Support  Agreement)  are  satisfied or waived,  extend the period
          during  which  Shares may be  deposited  under the Offer  without
          taking up and paying for Shares validly deposited  thereunder and
          not withdrawn except as required by applicable law; or

     (d)  modify  or amend  the  Offer  or any  terms  thereof  in a manner
          adverse to the Shareholder.

1.3  GENERAL.
     -------

Subject to the terms and conditions of the Support Agreement, the Offeror's
Parent  hereby  covenants  to use,  and to cause the  Offeror  to use,  its
reasonable  best  efforts  to  successfully  complete  the  Offer  and  the
transactions contemplated by this Agreement.

                                 ARTICLE 2
                       REPRESENTATIONS AND WARRANTIES

2.1  REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER.
     -------------------------------------------------

The  Shareholder  hereby  represents  and warrants to the Offeror's  Parent
that:

     (a)  Authorization.   This   Agreement  has  been  duly  executed  and
          delivered by the Shareholder  and constitutes a legal,  valid and
          binding agreement enforceable by the Offeror's Parent against the
          Shareholder  in accordance  with its terms subject,  however,  to
          limitations  with  respect  to  enforcement  imposed  by  law  in
          connection with bankruptcy or similar proceedings,  the equitable
          power  of the  courts  to stay  proceedings  before  them and the
          execution of judgements and to the extent that equitable remedies
          such as specific performance and injunction are in the discretion
          of the court from which they are sought.

     (b)  Ownership of Shares. The Shareholder:  (i) is the sole beneficial
          owner  of  274,836   Shares  which  are  currently  held  by  the
          Shareholder;  and (ii) is the  holder  of  312,500  options  (the
          "Options") to purchase Shares,  if exercised,  at exercise prices
          ranging  from  Cdn.$4.79  to  Cdn.$12.25  per  Share and no share
          appreciation  rights.  Except as stated  in this  paragraph,  the
          Shareholder does not own or control, directly or indirectly,  any
          other Shares or options,  rights or other entitlements to acquire
          Shares. The Shareholder has the exclusive right to dispose of the
          Shareholder's  Shares  as  provided  in  this  Agreement  and the
          Shareholder  is not a party to,  bound or  affected by or subject
          to,  any  charter  or  by-law  provision,   statute,  regulation,
          judgment, order, decree or law of which a breach would occur as a
          result of the  execution  and  delivery of this  Agreement or the
          consummation  of any of the  transactions  provided  for in  this
          Agreement.

     (c)  Good Title. All the Shareholder's Shares and Options are now, and
          at the time the Offeror  directly or indirectly takes up and pays
          for the Shareholder's Shares under the Offer will be beneficially
          owned by the Shareholder with good and marketable title, free and
          clear of any and all  mortgages,  liens,  charges,  restrictions,
          security  interests,  adverse claims,  pledges,  encumbrances and
          demands or rights of others of any nature or kind whatsoever.

     (d)  No Agreements.  No person,  firm or corporation has any agreement
          or option, or any right or privilege (whether by law, pre-emptive
          or contractual)  capable of becoming an agreement or option,  for
          the purchase,  acquisition or transfer from the  Shareholder,  or
          any registered holder of the Shareholder's  Shares, of any of the
          Shareholder's  Shares,  or any interest therein or right thereto,
          except pursuant to this Agreement.

     (e)  Voting.  Neither the Shareholder nor any registered holder of the
          Shareholder's  Shares has  previously  granted or agreed to grant
          any  ongoing  proxy in  respect  of the  Shareholder's  Shares or
          entered into any voting  trust,  vote pooling or other  agreement
          with respect to the right to vote,  call meetings of shareholders
          or give consents or approvals of any kind as to the Shareholder's
          Shares.

     (f)  No  Proceeding  Pending.  There  is no  claim,  action,  lawsuit,
          arbitration,  mediation  or other  proceeding  pending or, to the
          best of the knowledge, information and belief of the Shareholder,
          threatened  against  the  Shareholder,   which  relates  to  this
          Agreement  or  otherwise  materially  impairs  the ability of the
          Shareholder to consummate the transactions contemplated hereby.

     (g)  Arm's  Length  Negotiation.  The price  payable by the  Offeror's
          Parent for the Shares  pursuant to the Offer (the "Offer  Price")
          was  arrived at through  negotiation  between the Company and the
          Offeror's  Parent.  The  Shareholder  has full  knowledge  of and
          access  to  information  concerning  the  Company  such  that the
          underlying value of the Company was a material factor  considered
          by the  Shareholder  in entering into this Agreement and agreeing
          to the Offer  Price,  and there are no  non-financial  factors or
          other  factors  peculiar  to  the  Shareholder  which  have  been
          considered relevant by the Shareholder in assessing such price or
          that had the effect of  reducing  the price that would  otherwise
          have been considered acceptable to the Shareholder.

     (h)  Company Public Disclosure Documents. To the best of the knowledge
          of the Shareholder: (i) all forms, reports, statements, schedules
          and documents required to be filed by the Company with securities
          regulatory    authority   under   applicable    securities   laws
          (collectively, the "Reports") did not, at the time filed, contain
          any  untrue  statement  of a  material  fact or  omit to  state a
          material fact required to be stated therein or necessary in order
          to make the statements therein, in the light of the circumstances
          under which they were made, not misleading;  (ii) the Company has
          not  filed  any  confidential  material  change  report  with any
          securities  regulatory  authority or stock  exchange which at the
          date  of this  Agreement  remains  confidential;  and  (iii)  the
          Company has  publicly  disclosed  in the Reports any  information
          regarding any event,  circumstances  or action taken or failed to
          be  taken  by  the  Company  or  its  subsidiaries   which  could
          individually  or in the  aggregate  reasonably  be expected to be
          Materially  Adverse to the  Company or its  subsidiaries,  either
          individually or in the aggregate.

     (i)  Company  Representations  and  Warranties.  To  the  best  of the
          knowledge  of the  Shareholder,  all of the  representations  and
          warranties of the Company set forth in the Support  Agreement are
          true and correct.

2.2  REPRESENTATIONS AND WARRANTIES OF THE OFFEROR'S PARENT.
     ------------------------------------------------------

The Offeror's Parent represents and warrants to the Shareholder as follows:

     (a)  Organization.  Each of the Offeror's  Parent and the Offeror is a
          corporation duly organized and validly existing under the laws of
          its jurisdiction of incorporation.

     (b)  Authority. The Offeror's Parent has all requisite corporate power
          and authority to enter into this Agreement,  and the Offeror will
          have at the date of the Offer all necessary  corporate  power and
          authority  to make the Offer  and to carry  out the  transactions
          contemplated  hereby and by the Offer. The execution and delivery
          of  this  Agreement  and  the  consummation  of the  transactions
          contemplated  hereby have been duly and validly authorized by all
          necessary  corporate action on the part of the Offeror's  Parent,
          and no other  corporate  proceedings on the part of the Offeror's
          Parent are necessary to authorize this  Agreement.  The Agreement
          has been duly executed and delivered by the Offeror's  Parent and
          constitutes a legal,  valid and binding agreement  enforceable by
          the Shareholder  against the Offeror's  Parent in accordance with
          its  terms,  subject,  however,  to the  usual  limitations  with
          respect  to  enforcement   imposed  by  law  in  connection  with
          bankruptcy  or  similar   proceedings  and  the  availability  of
          equitable remedies.

     (c)  Non-Contravention.  Neither the  execution  and  delivery of this
          Agreement nor the consummation of the  transactions  contemplated
          hereby nor  compliance  with any of the  provisions  hereof  will
          conflict  with or result in any  breach of any  provision  of the
          constating documents of the Offeror's Parent or the Offeror.

                                 ARTICLE 3
                        COVENANTS OF THE SHAREHOLDER

3.1  GENERAL.
     -------

The Shareholder  hereby covenants that until the earlier of (i) the date on
which the  Offeror has taken up and paid for Shares  under the Offer;  (ii)
the date on which the Offeror  abandons the Offer;  (iii) the Offer expires
and the  Offerer  has not taken up and paid for Shares in  accordance  with
applicable  law; or (iv) the  termination  of this  Agreement in accordance
with this Agreement, the Shareholder will:

     (a)  except as  permitted  by this  Agreement,  not take and shall not
          authorize or permit any  investment  banker,  financial  advisor,
          attorney,  accountant or other representative of his to take, any
          action of any kind, indirectly or directly, to oppose,  frustrate
          or delay the take up and  payment of Shares  deposited  under the
          Offer or the  completion of the Offer,  including but not limited
          to any action to solicit, initiate, knowingly assist or knowingly
          encourage  inquiries,  submissions,  proposals or offers from any
          other person, entity or group, and will cease immediately and not
          continue in any  discussions or  negotiations  the Shareholder is
          carrying on regarding,  or furnish to any other person, entity or
          group, any confidential,  non-public  information with respect to
          any  "Competing  Proposal" (as defined in the Support  Agreement)
          provided  that,  nothing  contained  in  this  section  or  other
          provisions of this Agreement shall:

          (i)    prevent the Shareholder,  in his capacity as a director or
                 officer of the Company,  from engaging in  discussions  or
                 negotiations  with a third party or providing  information
                 in respect of, or otherwise responding to, or negotiating,
                 approving  and  recommending  to  holders  of  Shares,  an
                 unsolicited  bona fide Competing  Proposal if the Board of
                 Directors  of the  Company has  determined  in good faith,
                 after  consultation  with and receiving  advice from legal
                 counsel and the Company's  financial  advisors,  that such
                 proposal may constitute or lead to a Superior  Proposal or
                 that such  action is  otherwise  required by reason of the
                 fiduciary  duties of the  directors  of the Company  under
                 applicable law; or

          (ii)   preclude the Shareholder, in his capacity as a director or
                 Officer of the Company,  from responding,  within the time
                 and manner  required by the  applicable  laws, to any take
                 over  bid  or  any   business   combination   or   similar
                 transaction   involving   the   Company   or  any  of  its
                 subsidiaries  or assets or tender or  exchange  offer made
                 for the Shares;

          and nothing in this  Agreement  shall be interpreted to extend to
          acts or omissions of the Shareholder  acting in his capacity as a
          director  or officer of the  Company or  otherwise  to fetter the
          proper exercise of discretion by the  Shareholder  acting in that
          capacity;

     (b)  if  the   Shareholder   receives  any   Competing   Proposal  the
          Shareholder  will notify the Offeror  within 24 hours of becoming
          aware of a proposal which, if made in writing, could constitute a
          Competing  Proposal  (as  such  term is  defined  in the  Support
          Agreement)  including the identity of any prospective offeror and
          the person making the Competing Proposal;

     (c)  not option, sell, transfer,  pledge,  encumber,  grant a security
          interest in,  hypothecate or otherwise  convey the  Shareholder's
          Shares, or any right or interest therein (legal or equitable), to
          any person, entity or group or agree to do any of the foregoing;

     (d)  not grant or agree to grant any proxy or other  right to vote the
          Shareholder's  Shares,  or enter  into  any  voting  trust,  vote
          pooling  or other  agreement  with  respect to the right to vote,
          call  meetings of  shareholders  or give consents or approvals of
          any kind as to the Shareholder's Shares;

     (e)  not do indirectly  that which the Shareholder may not do directly
          in respect of the restrictions on the  Shareholder's  rights with
          respect to the Shareholder's Shares pursuant to this section 3.1,
          including,  but not  limited  to, the  granting of a proxy on the
          Shares  of  any  direct  or  indirect   holding  company  of  the
          Shareholder which would have,  indirectly,  the effect prohibited
          by this  section 3.1, and not to take any action which would make
          any  representation  or  warranty  of the  Shareholder  contained
          herein  untrue or incorrect or have the effect of  preventing  or
          disabling  the  Shareholder  from  performing  the  Shareholder's
          obligations under this Agreement;

     (f)  exercise the voting rights attaching to the Shareholder's  Shares
          and otherwise use his best efforts to cause the Company to comply
          with its obligations under the Support  Agreement,  including its
          agreement,  subject to the terms and  conditions  of the  Support
          Agreement,  to use all reasonable  commercial efforts to take, or
          cause to be taken, all action and to do, or cause to be done, all
          things  necessary,  proper or  advisable to  consummate  and make
          effective  the  transactions  contemplated  by the  Offer and the
          Support Agreement;

     (g)  agree to use his best efforts to cause the Company to comply with
          its  notification  obligations  pursuant to section 3.2(b) of the
          Support Agreement;

     (h)  not  purchase or obtain or enter into any  agreement  or right to
          purchase  any  additional  Shares  (other  than  pursuant  to the
          exercise of Options by the Shareholder);

     (i)  either  exercise  all of the Options held by the  Shareholder  to
          acquire Shares and deposit the Shares thereby  acquired under the
          Offer in accordance with the terms of this Agreement or surrender
          to  the  Company  for  cancellation  all of  the  Options  not so
          exercised,  provided, that such exercise of Options and surrender
          for  cancellation of Options may be made subject to the condition
          that, and become effective only upon, the Offeror having taken up
          and paid for any Shares  under the Offer or becoming  bound to do
          so;

     (j)  use all reasonable efforts to preserve intact the goodwill of the
          Company and its  subsidiaries,  keep  available  the  services of
          their respective present officers and key employees, and preserve
          their  business  relationships  with  customers and others having
          business  relationships  with them and not  engage in any  action
          directly or indirectly,  with the intent to adversely  impact the
          Company's obligations under the Support Agreement; and

     (k)  if applicable,  resign as a director of the Company  effective at
          the time and in the manner  requested  by the  Offeror's  Parent,
          after the Offeror takes up and pays for the Shareholder's Shares.

3.2  OFFER LETTER
     ------------

The Shareholder  hereby  covenants that  immediately upon the Offeror first
taking up and paying for Shares  under the  Offer,  the  Shareholder  shall
execute  an  offer  letter  substantially  in the  form  initialled  by the
Shareholder and Offeror's  Parent  concurrently  with the execution of this
Agreement  (except as the terms of such offer  letter  may be  modified  to
receive  all  regulatory   approval  necessary  under  applicable  Canadian
securities  laws (as approved by each of the  Shareholder and the Offeror's
Parent, acting reasonably) to approve the terms thereof).

3.3  NON-COMPETITION AND NON-SOLICITATION.
     ------------------------------------

The Shareholder  hereby  covenants that such  shareholder will fully comply
with the covenants and agreements set forth in Schedule 1 attached hereto.

                                 ARTICLE 4
                            DEPOSIT AND PAYMENT

4.1  DEPOSIT.
     -------

Subject  to  section   4.2,  the   Shareholder   hereby   irrevocably   and
unconditionally, subject to the terms of this Agreement, agrees that if the
Offeror makes the Offer on the terms and  conditions and conditions set out
in the  Support  Agreement  the  Shareholder  shall  deposit or cause to be
deposited all of the Shareholder's  Shares (including for greater certainty
all  Shares  issued  or which may be  issued  to the  Shareholder  upon the
exercise of Options or any other rights to acquire Shares), together with a
duly completed and executed letter of transmittal,  under the Offer as soon
as  practicable  following  the  Offeror  making the Offer and in any event
prior to the  expiry  of the  Offer.  In the  event  that  the  Shareholder
subsequently  obtains  any  additional  Shares as  contemplated  by section
3.1(f) hereof or otherwise,  such Shares shall likewise be deposited  under
the Offer as soon as  practicable  thereafter and in any event prior to the
expiry of the Offer.

4.2  NO WITHDRAWAL.
     -------------

The  Shareholder  hereby  irrevocably and  unconditionally,  subject to the
terms of the Agreement, agrees that neither it nor any person on its behalf
will  withdraw  or take any  action to  withdraw  any of the  Shareholder's
Shares deposited under the Offer,  notwithstanding  any statutory rights or
other  rights  under  the  terms  of  the  Offer  or  otherwise  which  the
Shareholder  might have,  unless this Agreement is terminated in accordance
with its terms prior to the taking up of the Shareholder's Shares under the
Offer or unless:

     (a)  in the event that the Offer is not  extended in  accordance  with
          the Support  Agreement,  the Offeror does not take up and pay for
          the Shares on or before January 31, 2003;

     (b)  in the event that the Offer is  extended in  accordance  with the
          Support  Agreement,  the Offeror does not take up and pay for the
          Shares  under  the  Offer on or  before  the end of the tenth day
          following the expiry of the Offer;

     (c)  a "Superior  Proposal"  (as defined in the Support  Agreement) is
          made, the board of directors of the Company has either  withdrawn
          its recommendation of the Offer or recommended  acceptance of the
          Superior Proposal,  and (i) the Offeror has not amended the Offer
          to  increase  the  consideration  to be paid to holders of Shares
          pursuant  to the  Offer  within  the time  periods  specified  by
          Section 4.2 of the Support  Agreement to an amount having a value
          at least equal to the value of the  consideration  offered  under
          the Superior  Proposal and (ii) the fee  specified in Section 4.5
          of the Support Agreement has been paid to the Offeror's Parent as
          specified therein; or

     (d)  the Shareholder  receives the consent of the Offeror's  Parent or
          the Offeror to so withdraw the Shareholder's Shares.

4.3  APPOINTMENT OF PROXY
     --------------------

The Shareholder  hereby grants to, and appoints,  the Offerors'  Parent and
the Secretary of the Offerer's  Parent and the Chief  Financial  Officer of
the Offeror's  Parent,  in their  respective  capacities as officers of the
Offeror's Parent,  and any other designee of the Offeror's Parent,  each of
them individually, the Shareholder's irrevocable proxy and attorney in fact
(with full power of  substitution)  to vote the  Shareholder's  irrevocable
proxy and  attorney in fact (with full power of  substitution)  to vote the
Shareholder's  Shares with respect thereto,  in order to give effect to the
covenants of the shareholder contained in this Agreement and in furtherance
of the obligations of the Company  contained in the Suport  Agreement.  The
Shareholder  agrees  that  proxy is  irrevocable  until this  Agreement  is
terminated in accordance with Article 5 hereof and coupled with an interest
and will take such further action or execute such other  instruments as may
be necessary to effectuate  the intent of this proxy and hereby revokes any
proxy previously granted by him with respect to the Shares.

4.4  STOP TRANSFER ORDER
     -------------------

Subject to the termination rights set forth in Article V of this Agreement,
in furtherance of the  transactions  contemplated by this Agreement and the
Support  Agreement,  the Shareholder hereby authorizes the Offeror's Parent
to  instruct  the  Company  to direct  its  transfer  agent to place a stop
transfer order on the Shareholder's  Shares and not to amend,  terminate or
waive any of the terms of such stop  transfer  order  (other than to permit
the transfer of the Shareholder's Shares to the Offeror) during the term of
this Agreement.

                                 ARTICLE 5
            TERMINATION BY THE SHAREHOLDER AND BY THE PURCHASER

5.1  TERMINATION BY THE SHAREHOLDER.
     ------------------------------

The  Shareholder,  when  not in  material  default  in  performance  of his
obligations  under this  Agreement,  may,  without  prejudice  to any other
rights, terminate this Agreement by notice to the Offeror's Parent if:

     (a)  the Offer has not been made as provided in section 1.1 hereof,

     (b)  the Offer  does not  substantially  conform  with,  or subject to
          section  1.2 hereof is  modified in a manner so as not to conform
          with, the description in the Support  Agreement or the provisions
          of this Agreement;

     (c)  Shares  deposited  under the Offer  (including the  Shareholder's
          Shares)  have not, for any reason  whatsoever,  been taken up and
          paid for on or  before  the end of the tenth  day  following  the
          expiry of the Offer;

     (d)  the  Offer  is   abandoned   by  the  Offeror   (which  shall  be
          conclusively  evidenced by the Offeror issuing a press release or
          otherwise  publicly  disclosing or  announcing  that the Offer is
          withdrawn);

     (e)  after  January  31, 2004 if the  Offeror  has not  purchased  any
          Shares  pursuant to the Offer,  otherwise than as a result of the
          material  breach by the  Shareholder of any material  covenant or
          obligation   under  this   Agreement   or  as  a  result  of  any
          representation  or warranty of the  Shareholder in this Agreement
          being  untrue or incorrect  in any  material  respect;  provided,
          however,  that if the  Offeror's  take up and  payment for Shares
          deposited  under the Offer is  delayed  by (i) an  injunction  or
          order  made by a  court  or  regulatory  authority  of  competent
          jurisdiction,  or  (ii)  the  Offeror  not  having  obtained  any
          regulatory  waiver  consent or  approval  which is  necessary  to
          permit the  Offeror  to take up and pay for the Shares  deposited
          under the Offer, then,  provided that such injunction or order is
          being contested or appealed or such regulatory waiver, consent or
          approval is being actively sought, as applicable,  this Agreement
          shall  not be  terminated  by the  Shareholder  pursuant  to this
          section  until the  earlier  of (i)  March 31,  2004 and (ii) the
          fifth business day following the date on which such injunction or
          order ceases to be in effect or such waiver,  consent or approval
          is obtained, as applicable; and

     (f)  the Support Agreement is terminated in accordance with its terms.

5.2  TERMINATION BY THE OFFEROR'S PARENT.
     -----------------------------------

The Offeror's  Parent,  when not in material  default in performance of its
obligations  under this  Agreement,  may,  without  prejudice  to any other
rights, terminate this Agreement by notice to the Shareholder if:

     (a)  the  Shareholder  has not complied in all material  respects with
          its covenants to the Offeror's Parent contained herein;

     (b)  any of the  representations  and  warranties  of the  Shareholder
          contained herein is untrue or inaccurate;

     (c)  the Company has not  complied in all material  respects  with its
          covenants to the Offeror's Parent under the Support Agreement;

     (d)  the  conditions  in Exhibit II of the Support  Agreement  are not
          satisfied  or waived by the  Offeror on or prior to the expiry of
          the Offer; or

     (e)  in the event of the termination of the Support Agreement.

5.3  EFFECT OF TERMINATION.
     ---------------------

In the case of any  termination of this Agreement  pursuant to this Article
5, this Agreement shall be of no further force and effect. Such termination
shall not relieve any party from liability for any breach of this Agreement
prior to such termination. Upon termination of this Agreement in accordance
with  its  terms,  the  Shareholder  shall  be  entitled  to  withdraw  the
Shareholder's Shares from the Offer.

                                 ARTICLE 6
                                  GENERAL

6.1  SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
     ------------------------------------------

The  representations  and warranties  shall not survive the consummation of
the  Offer,  provided  that  the  representations  and  warranties  of  the
Shareholder in section  2.1(a) through (e) of this Agreement  shall survive
indefinitely   and  the  other   representations   and  warranties  of  the
Shareholder  in section  2.l of this  Agreement  shall  terminate  upon the
expiry  of  the  Offer.  No  investigations  made  by or on  behalf  of the
Offeror's Parent, the Offeror or any of their authorized agents at any time
shall have the effect of  waiving,  diminishing  the scope of or  otherwise
affecting  any   representation   or  warranty  or  covenant  made  by  the
Shareholder in or pursuant to this Agreement.

6.2  DISCLOSURE.
     ----------

Except as may  otherwise  be required by law or by  regulatory  authorities
having discretion over such matters,  each party hereto agrees that it will
not make any  public  disclosure  with  respect  to this  Agreement  or the
negotiations  related  to this  Agreement  in each case  without  the prior
approval  of the  other  party,  which  approval  will not be  unreasonably
withheld.  If any party deems that it is required by law or such regulatory
authority  to make any  public  announcement  or  release  concerning  this
Agreement, such party agrees to provide a written copy thereof to the other
party in advance of any such  announcement  or  release  and to  reasonably
consider any suggested  modifications,  which will be provided by the other
party in a timely matter.  The parties  acknowledge  that the terms of this
Agreement  will be summarized in the Offer and in the  Directors'  Circular
relating to the Offer.

6.3  ASSIGNMENT.
     ----------

This  Agreement  shall not be assigned by  operation  of law or  otherwise,
except  that the  Offeror's  Parent may assign all or any of its rights and
obligations hereunder to any direct or indirect wholly-owned  subsidiary of
the Offeror's  Parent,  provided that no such assignment  shall relieve the
Offeror's  Parent of its  obligations  hereunder if such  assignee does not
perform such obligations.

6.4  TIME.
     ----

Time shall be of the essence of this Agreement.

6.5  CURRENCY.
     --------

All sums of money referred to in this Agreement shall mean Canadian funds.

6.6  GOVERNING LAW.
     -------------

This  Agreement  shall be governed by and construed in accordance  with the
laws of the Province of British Columbia and the laws of Canada  applicable
therein. The parties hereto submit to the non-exclusive jurisdiction of the
courts of the  Province of Ontario  and British  Columbia in respect of the
interpretation and enforcement of this Agreement.

6.7  ENTIRE AGREEMENT.
     ----------------

This Agreement and the other agreements  referenced  herein  constitute and
comprise the entire agreement and understanding  between the parties hereto
with  regard  to  the  subject  matter  hereof  and  supersedes  all  prior
agreements  and  undertakings,  both written and oral,  between the parties
with respect to the subject matter hereof.

6.8  AMENDMENTS.
     ----------

This Agreement may not be modified, amended, altered or supplemented except
upon the execution and delivery of a written agreement  executed by each of
the parties  hereto.  Either  party  hereto may (a) extend the time for the
performance  of any of the  obligations  or other  acts of the other  party
hereto,  (b) waive any inaccuracies in the  representations  and warranties
contained herein or in any document delivered pursuant hereto and (c) waive
compliance with any of the agreements or conditions  contained herein.  Any
such  extension or waiver shall be valid if set forth in an  instrument  in
writing signed by the party or parties to be bound thereby.

6.9  DEFINITIONS.
     -----------

For the purposes of this Agreement the term:

     (a)  "affiliates"  and "associates"  means the persons,  companies and
          other  entities  included in the  definitions of such terms under
          the Securities Act (British Columbia);

     (b)  "business day" means any day, other than a Saturday or Sunday, on
          which chartered banks in the City of Vancouver,  British Columbia
          and the City of Toronto, Ontario are open for business;

     (c)  "Effective  Date" means any date upon which the Offeror  takes up
          and pays for Shares under the Offer;

     (d)  "Materially Adverse" has the meaning ascribed to such term in the
          Support Agreement;

     (e)  "material fact",  "material change" and  "misrepresentation"  are
          used as defined under the Securities Act (British Columbia); and

     (f)  "Shares"  shall  include  any shares into which the Shares may be
          reclassified,  subdivided,  consolidated  or  converted  and  any
          rights and benefits arising therefrom including any extraordinary
          distributions  of securities  which may be declared in respect of
          the Shares.

or the purposes of this  Agreement,  if the last day of a period of days is
not a business day, the period shall be extended to the next  following day
which is a business day.

6.10 SPECIFIC PERFORMANCE AND OTHER EQUITABLE RIGHTS.
     -----------------------------------------------

Each of the parties  recognizes and acknowledges  that this Agreement is an
integral  part of the  transactions  contemplated  in the  Offer,  that the
Offeror's Parent would not contemplate causing the Offer to be made and the
Shareholder would not agree to its covenants to the Offeror's Parent herein
and to  irrevocably  deposit the  Shareholder's  Shares to the Offer unless
this  Agreement  was executed and that a breach by a party of any covenants
or other commitments contained in this Agreement will cause the other party
to sustain injury for which it would not have an adequate remedy at law for
money damages.  Therefore,  each of the parties agrees that in the event of
any such  breach,  the  aggrieved  party shall be entitled to the remedy of
specific  performance of such covenants or commitments  and preliminary and
permanent  injunctive and other  equitable  relief in addition to any other
remedy to which it may be  entitled,  at law or in equity,  and the parties
further agree to waive any  requirement  for the securing or posting of any
bond in connection  with the obtaining of any injunctive or other equitable
relief.

6.11 NOTICES.
     -------

Any notice  required or permitted to be given  hereunder  shall be written,
and shall be either  (i)  personally  delivered,  (ii) sent by a  reputable
common carrier  guaranteeing  next business day delivery,  or (iii) sent by
facsimile,  to the respective  addresses of the parties set forth below, or
to such other  place as any party  hereto may by notice  given as  provided
herein designate for receipt of notices hereunder. Any such notice shall be
deemed given and  effective  upon receipt or refusal of receipt  thereof by
the primary party to whom it is to be sent.

     (a)  If to the Offeror's Parent or the Offeror, addressed as follows:

          Honeywell International Inc.
          101 Columbia Road
          Morristown, NJ  07962

          Attention:    Senior Vice President and General Counsel

          Facsimile:    (973) 455-4217

     with a copy to:

          Honeywell International Inc.
          1600 Utica Avenue S
          Suite 300
          St. Louis Park, MN  55416

          Attention:    Vice President and General Counsel -
                        Automation and Control Solutions

          Facsimile:    (952) 656-1231

     with a further copy to:

          Osler, Hoskin & Harcourt LLP
          Box 50, 1 First Canadian Place
          Toronto, ON  M5X 1B8

          Attention:    Stephen Arnold

          Facsimile:    (416) 862-6615

     (b)  to the Shareholder, addressed as follows:

          Rob Bakshi
          2781 140th St
          Surrey, BC  V3S 9W8

     with a copy to:

          Owen Bird
          2900 - 595 Burrard Street
          Vancouver, BC  V7X 1J5

          Attention:    Kitty Heller

          Facsimile:    (604) 688-2827

     and, solely for information purposes, to:

          McCarthy Tetrault LLP
          1300 - 777 Dunsmuir Street
          Vancouver, BC  V7Y 1K2

          Attention:    Tim McCafferty

          Facsimile:    (604) 622-5680

6.12 EXPENSES.
     --------

Each of the parties shall pay all of its own legal,  financial advisory and
accounting costs and expenses  incurred in connection with the preparation,
execution and delivery of this Agreement and all documents and  instruments
executed  or  prepared  pursuant  hereto and any other  costs and  expenses
whatsoever and howsoever incurred.

6.13 SEVERABILITY.
     ------------

If any term or other  provision of this  Agreement  is invalid,  illegal or
incapable of being enforced by any rule of law or public policy,  all other
conditions and provisions of this Agreement  shall  nevertheless  remain in
full force and effect so long as the  economic  or legal  substance  of the
transactions  contemplated  hereby is not affected in any manner materially
adverse  to any  party.  Upon  such  determination  that  any term or other
provision is invalid,  illegal or incapable of being enforced,  the parties
hereto  shall  negotiate  in good faith to modify this  Agreement  so as to
effect the  original  intent of the  parties as closely as  possible  in an
acceptable manner to the end that the transactions  contemplated hereby are
fulfilled to the fullest extent possible.

       [The remainder of this page has intentionally been left blank]

6.14 COUNTERPARTS.
     ------------

This Agreement may be executed by facsimile signature, or otherwise, in two
or more  counterparts,  all of which taken  together  will  constitute  one
binding agreement.

                                 HONEYWELL INTERNATIONAL INC.

                                   By: /s/ Anne T. Madden
                                       --------------------
                                       Anne T. Madden,
                                       Vice President-Corporate Planning
                                       and Development

Agreed and accepted as of this 10th day of October, 2003.

                                       /s/ Rob Bakshi
                                       --------------------
                                       Rob Bakshi

                                                                 SCHEDULE 1
                                                                 ----------

SHAREHOLDERS NON-COMPETITION AND NON-SOLICITATION COVENANTS

1.   ACKNOWLEDGEMENT.
     ---------------

The Offeror's  Parent is a leading global  manufacturer of security systems
and products for home, business and specialty  applications and the Offeror
has agreed to acquire all of the  outstanding  common shares of the Company
for an amount that is  substantially  in excess of the current share price.
By virtue of his position with the Company the  Shareholder  has maintained
close  working  relationships  with  the  customers,   clients,  suppliers,
distributors, consultants, agents and employees of the Company, and is in a
position to irreparably harm the Company and the Offeror's Parent should he
make use of the specialised  knowledge,  contacts and connections that were
obtained  because  of his  position  with the  Company  or the  specialised
knowledge,  contacts and connections  that will be obtained  because of his
future position with the Offeror's Parent.

The Shareholder  acknowledges and agrees that because he and others will be
receiving an amount that is  substantially  in excess of the current  share
price the following  covenants and restrictions are reasonable and valid in
terms of  time,  scope  of  activities  and  geographical  limitations  and
understands and agrees that they are vital  consideration  for the purposes
of the Offeror acquiring the shares of the Company.

2.   NON-COMPETITION AND NON-SOLICITATION.
     ------------------------------------

The  Shareholder  will not for a period of thirty  months  from the date on
which  such  Shareholder's  employment  with the  Offeror's  Parent  or its
Affiliates is terminated  (such date, the  "Termination  Date") without the
Offeror's  express  written  consent,  either  as  an  individual,   or  in
conjunction  with any other  person,  firm,  corporation,  or other entity,
whether  acting as a  principal,  agent,  employee,  consultant,  or in any
capacity whatsoever:

(a)  engage in or in any way be concerned  with any business or  enterprise
     relating  to the  manufacture,  sales  or  installation  of  video  or
     DVR/digital  CCTV security  systems and security  products for home or
     business (the "CCTV Business") in any of the provinces and territories
     of  Canada,  and the states and  territories  of the United  States of
     America;  provided,  however,  the  foregoing  shall  not be deemed to
     prohibit the Shareholder from being employed by a corporation or other
     entity in a position  wholly  unrelated to the  manufacture,  sales or
     installation  of security  systems and  security  products for home or
     business merely because such corporation or other entity is engaged in
     the CCTV Business.

(b)  solicit,  attempt to solicit, call upon, or accept the business of any
     firm,  person or company who is or,  during a 30 month period prior to
     the Termination Date, was a customer,  client, supplier or distributor
     of the Company or, with respect to the CCTV  Business,  the  Offeror's
     Parent (or any of its Affiliates);

(c)  take  advantage  of,  derive a benefit or  otherwise  profit  from any
     business  opportunities  that the  Shareholder  became aware of in the
     course of employment  with the Company or the Offeror's  Parent or any
     of its  Affiliates  even if the Offeror does not take  advantage of or
     exploit such opportunities;

(d)  take any action as a result of which relations  between the Company or
     the Offeror's Parent (or any of its Affiliates),  on the one hand, and
     its  consultants,   customers,   clients,   suppliers,   distributors,
     employees or others, on the other hand, may be impaired or which might
     otherwise be  detrimental  to the business  interests or reputation of
     the Company or the Offeror's Parent (or any of its Affiliates);

(e)  solicit,  attempt  to  solicit,  or  communicate  in any way  with any
     employees or  consultants  of the Company or the Offeror's  Parent (or
     any of its  Affiliates)  for the  purpose  of  having  such  employees
     employed or in any way engaged by another person,  firm,  corporation,
     or other entity; or

(f)  hire, whether as an employee,  consultant or otherwise, any person who
     as of  the  date  on  which  the  Shareholder's  employment  with  the
     Offeror's  Parent or its  Affiliates is terminated was employed by the
     Company or the Offeror's Parent (or any of its Affiliates),  or who at
     any time was  employed  or  engaged by the  Company  or the  Offeror's
     Parent  (or any of its  Affiliates)  in the 12  months  preceding  the
     Termination Date.

                                                                  Exhibit 3

                             DEPOSIT AGREEMENT
                             -----------------

STRICTLY CONFIDENTIAL
- ---------------------

                                                            October 10, 2003

Vinod Bakshi

Dear Vinod:

This letter agreement (the  "Agreement")  sets out the terms and conditions
upon which Honeywell International Inc. (the "Offeror's Parent") will cause
678669 B.C.  Ltd.,  a direct or  indirect  wholly-owned  subsidiary  of the
Offeror's  Parent  (the  "Offeror")  to  make an  offer  (the  "Offer")  on
substantially  the terms and conditions set forth in the support  agreement
between Silent Witness Enterprises Ltd. (the "Company") and the Offeror and
the Offeror's  Parent dated the date hereof (the "Support  Agreement"),  to
purchase all of the issued and outstanding  common shares (the "Shares") of
the Company.

This  Agreement  also sets out the terms and conditions of the agreement by
you (the  "Shareholder")  to deposit,  or cause to be deposited,  under the
Offer:  (i)  the  256,654  Shares  presently  owned   beneficially  by  the
Shareholder;  (ii) all Shares,  if any, issued upon the exercise of certain
stock options or any other rights  convertible  or  exercisable  for shares
held by the Shareholder;  and (iii) any Shares subsequently acquired by the
Shareholder (the "Shareholder's  Shares"), and sets out the obligations and
commitments of the Shareholder in connection therewith.  References in this
Agreement to the Shares held or to be acquired by the  Shareholder  include
the associated  rights issued  pursuant to the Company's  "Rights Plan" (as
defined in the Support Agreement).

                                 ARTICLE 1
                                 THE OFFER

1.1  TIMING OF THE OFFER.
     -------------------

The Offeror's  Parent agrees to cause the Offeror to make the Offer for all
of the  Shares  within the time and upon the terms as  provided  for in the
Support Agreement, and subject to the conditions therein contained.

1.2  MODIFICATION OF OFFER.
     ---------------------

The Offeror's Parent agrees that it will not cause or permit the Offeror to
amend,  modify or change the Offer without the prior written consent of the
Shareholder,  which  consent  shall not be  unreasonably  withheld,  and to
provide a draft of any proposed  amendment,  modification  or change to the
Offer to the Shareholder  and to consult with the Shareholder  with respect
to the terms and  conditions of such proposed  amendment,  modification  or
change of the Offer.  The  covenants in the  foregoing  sentence  shall not
apply in respect of any amendments,  modifications  or changes to the Offer
in accordance  with section 1.1(e) of the Support  Agreement  provided that
the Offeror and the Offeror's  Parent shall not, without the consent of the
Shareholder:

     (a)  increase the number or percentage  of Shares  required to satisfy
          the "Minimum  Condition" (as defined in the Support Agreement) or
          decrease the number or percentage  of Shares  required to satisfy
          the  Minimum  Condition  below  50%  of the  outstanding  Shares,
          decrease the  consideration  per Share  payable  under the Offer,
          change the form of  consideration  payable under the Offer (other
          than to add additional  consideration)  or decrease the number of
          Shares sought under the Offer;

     (b)  impose additional material conditions to the Offer;

     (c)  in the  event  all of the "Bid  Conditions"  (as  defined  in the
          Support  Agreement)  are  satisfied or waived,  extend the period
          during  which  Shares may be  deposited  under the Offer  without
          taking up and paying for Shares validly deposited  thereunder and
          not withdrawn except as required by applicable law; or

     (d)  modify  or amend  the  Offer  or any  terms  thereof  in a manner
          adverse to the Shareholder.

1.3  GENERAL.
     -------

Subject to the terms and conditions of the Support Agreement, the Offeror's
Parent  hereby  covenants  to use,  and to cause the  Offeror  to use,  its
reasonable  best  efforts  to  successfully  complete  the  Offer  and  the
transactions contemplated by this Agreement.

                                 ARTICLE 2
                       REPRESENTATIONS AND WARRANTIES

2.1  REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER.
     -------------------------------------------------

The  Shareholder  hereby  represents  and warrants to the Offeror's  Parent
that:

     (a)  Authorization.   This   Agreement  has  been  duly  executed  and
          delivered by the Shareholder  and constitutes a legal,  valid and
          binding agreement enforceable by the Offeror's Parent against the
          Shareholder  in accordance  with its terms subject,  however,  to
          limitations  with  respect  to  enforcement  imposed  by  law  in
          connection with bankruptcy or similar proceedings,  the equitable
          power  of the  courts  to stay  proceedings  before  them and the
          execution of judgements and to the extent that equitable remedies
          such as specific performance and injunction are in the discretion
          of the court from which they are sought.

     (b)  Ownership of Shares. The Shareholder:  (i) is the sole beneficial
          owner  of  256,654   Shares  which  are  currently  held  by  the
          Shareholder;  (ii) holds no options  (the  "Options");  and (iii)
          holds no share  appreciation  rights.  Except  as  stated in this
          paragraph,  the Shareholder does not own or control,  directly or
          indirectly,   any  other  Shares  or  options,  rights  or  other
          entitlements to acquire Shares. The Shareholder has the exclusive
          right to dispose of the Shareholder's  Shares as provided in this
          Agreement  and  the  Shareholder  is not a  party  to,  bound  or
          affected  by or  subject  to, any  charter  or by-law  provision,
          statute,  regulation,  judgment,  order, decree or law of which a
          breach would occur as a result of the  execution  and delivery of
          this  Agreement or the  consummation  of any of the  transactions
          provided for in this Agreement.

     (c)  Good Title. All the Shareholder's Shares are now, and at the time
          the  Offeror  directly  or  indirectly  takes up and pays for the
          Shareholder's  Shares under the Offer will be beneficially  owned
          by the Shareholder with good and marketable title, free and clear
          of any and all mortgages, liens, charges, restrictions,  security
          interests,  adverse claims, pledges,  encumbrances and demands or
          rights of others of any nature or kind whatsoever.

     (d)  No Agreements.  No person,  firm or corporation has any agreement
          or option, or any right or privilege (whether by law, pre-emptive
          or contractual)  capable of becoming an agreement or option,  for
          the purchase,  acquisition or transfer from the  Shareholder,  or
          any registered holder of the Shareholder's  Shares, of any of the
          Shareholder's  Shares,  or any interest therein or right thereto,
          except pursuant to this Agreement.

     (e)  Voting.  Neither the Shareholder nor any registered holder of the
          Shareholder's  Shares has  previously  granted or agreed to grant
          any  ongoing  proxy in  respect  of the  Shareholder's  Shares or
          entered into any voting  trust,  vote pooling or other  agreement
          with respect to the right to vote,  call meetings of shareholders
          or give consents or approvals of any kind as to the Shareholder's
          Shares.

     (f)  No  Proceeding  Pending.  There  is no  claim,  action,  lawsuit,
          arbitration,  mediation  or other  proceeding  pending or, to the
          best of the knowledge, information and belief of the Shareholder,
          threatened  against  the  Shareholder,   which  relates  to  this
          Agreement  or  otherwise  materially  impairs  the ability of the
          Shareholder to consummate the transactions contemplated hereby.

     (g)  Arm's  Length  Negotiation.  The price  payable by the  Offeror's
          Parent for the Shares  pursuant to the Offer (the "Offer  Price")
          was  arrived at through  negotiation  between the Company and the
          Offeror's  Parent.  The  Shareholder  has full  knowledge  of and
          access  to  information  concerning  the  Company  such  that the
          underlying value of the Company was a material factor  considered
          by the  Shareholder  in entering into this Agreement and agreeing
          to the Offer  Price,  and there are no  non-financial  factors or
          other  factors  peculiar  to  the  Shareholder  which  have  been
          considered relevant by the Shareholder in assessing such price or
          that had the effect of  reducing  the price that would  otherwise
          have been considered acceptable to the Shareholder.

2.2  REPRESENTATIONS AND WARRANTIES OF THE OFFEROR'S PARENT.
     ------------------------------------------------------

The Offeror's Parent represents and warrants to the Shareholder as follows:

     (a)  Organization.  Each of the Offeror's  Parent and the Offeror is a
          corporation duly organized and validly existing under the laws of
          its jurisdiction of incorporation.

     (b)  Authority. The Offeror's Parent has all requisite corporate power
          and authority to enter into this Agreement,  and the Offeror will
          have at the date of the Offer all necessary  corporate  power and
          authority  to make the Offer  and to carry  out the  transactions
          contemplated  hereby and by the Offer. The execution and delivery
          of  this  Agreement  and  the  consummation  of the  transactions
          contemplated  hereby have been duly and validly authorized by all
          necessary  corporate action on the part of the Offeror's  Parent,
          and no other  corporate  proceedings on the part of the Offeror's
          Parent are necessary to authorize this  Agreement.  The Agreement
          has been duly executed and delivered by the Offeror's  Parent and
          constitutes a legal,  valid and binding agreement  enforceable by
          the Shareholder  against the Offeror's  Parent in accordance with
          its  terms,  subject,  however,  to the  usual  limitations  with
          respect  to  enforcement   imposed  by  law  in  connection  with
          bankruptcy  or  similar   proceedings  and  the  availability  of
          equitable remedies.

     (c)  Non-Contravention.  Neither the  execution  and  delivery of this
          Agreement nor the consummation of the  transactions  contemplated
          hereby nor  compliance  with any of the  provisions  hereof  will
          conflict  with or result in any  breach of any  provision  of the
          constating documents of the Offeror's Parent or the Offeror.

                                 ARTICLE 3
                        COVENANTS OF THE SHAREHOLDER

3.1  GENERAL.
     -------

The Shareholder  hereby covenants that until the earlier of (i) the date on
which the  Offeror has taken up and paid for Shares  under the Offer;  (ii)
the date on which the Offeror  abandons the Offer;  (iii) the Offer expires
and the  Offerer  has not taken up and paid for Shares in  accordance  with
applicable  law; or (iv) the  termination  of this  Agreement in accordance
with this Agreement, the Shareholder will:

     (a)  except as  permitted  by this  Agreement,  not take and shall not
          authorize or permit any  investment  banker,  financial  advisor,
          attorney,  accountant or other representative of his to take, any
          action of any kind, indirectly or directly, to oppose,  frustrate
          or delay the take up and  payment of Shares  deposited  under the
          Offer or the  completion of the Offer,  including but not limited
          to any action to solicit, initiate, knowingly assist or knowingly
          encourage  inquiries,  submissions,  proposals or offers from any
          other person, entity or group, and will cease immediately and not
          continue in any  discussions or  negotiations  the Shareholder is
          carrying on regarding,  or furnish to any other person, entity or
          group, any confidential,  non-public  information with respect to
          any  "Competing  Proposal" (as defined in the Support  Agreement)
          provided  that,  nothing  contained  in  this  section  or  other
          provisions of this Agreement shall:

          (i)    prevent the Shareholder,  in his capacity as a director or
                 officer of the Company,  from engaging in  discussions  or
                 negotiations  with a third party or providing  information
                 in respect of, or otherwise responding to, or negotiating,
                 approving  and  recommending  to  holders  of  Shares,  an
                 unsolicited  bona fide Competing  Proposal if the Board of
                 Directors  of the  Company has  determined  in good faith,
                 after  consultation  with and receiving  advice from legal
                 counsel and the Company's  financial  advisors,  that such
                 proposal may constitute or lead to a Superior  Proposal or
                 that such  action is  otherwise  required by reason of the
                 fiduciary  duties of the  directors  of the Company  under
                 applicable law; or

          (ii)   preclude the Shareholder, in his capacity as a director or
                 Officer of the Company,  from responding,  within the time
                 and manner  required by the  applicable  laws, to any take
                 over  bid  or  any   business   combination   or   similar
                 transaction   involving   the   Company   or  any  of  its
                 subsidiaries  or assets or tender or  exchange  offer made
                 for the Shares;

          and nothing in this  Agreement  shall be interpreted to extend to
          acts or omissions of the Shareholder  acting in his capacity as a
          director  or officer of the  Company or  otherwise  to fetter the
          proper exercise of discretion by the  Shareholder  acting in that
          capacity;

     (b)  if  the   Shareholder   receives  any   Competing   Proposal  the
          Shareholder  will notify the Offeror  within 24 hours of becoming
          aware of a proposal which, if made in writing, could constitute a
          Competing  Proposal  (as  such  term is  defined  in the  Support
          Agreement)  including the identity of any prospective offeror and
          the person making the Competing Proposal;

     (c)  not option, sell, transfer,  pledge,  encumber,  grant a security
          interest in,  hypothecate or otherwise  convey the  Shareholder's
          Shares, or any right or interest therein (legal or equitable), to
          any person, entity or group or agree to do any of the foregoing;

     (d)  not grant or agree to grant any proxy or other  right to vote the
          Shareholder's  Shares,  or enter  into  any  voting  trust,  vote
          pooling  or other  agreement  with  respect to the right to vote,
          call  meetings of  shareholders  or give consents or approvals of
          any kind as to the Shareholder's Shares;

     (e)  not do indirectly  that which the Shareholder may not do directly
          in respect of the restrictions on the  Shareholder's  rights with
          respect to the Shareholder's Shares pursuant to this section 3.1,
          including,  but not  limited  to, the  granting of a proxy on the
          Shares  of  any  direct  or  indirect   holding  company  of  the
          Shareholder which would have,  indirectly,  the effect prohibited
          by this  section 3.1, and not to take any action which would make
          any  representation  or  warranty  of the  Shareholder  contained
          herein  untrue or incorrect or have the effect of  preventing  or
          disabling  the  Shareholder  from  performing  the  Shareholder's
          obligations under this Agreement;

     (f)  exercise the voting rights attaching to the Shareholder's  Shares
          and otherwise use his best efforts to cause the Company to comply
          with its obligations under the Support  Agreement,  including its
          agreement,  subject to the terms and  conditions  of the  Support
          Agreement,  to use all reasonable  commercial efforts to take, or
          cause to be taken, all action and to do, or cause to be done, all
          things  necessary,  proper or  advisable to  consummate  and make
          effective  the  transactions  contemplated  by the  Offer and the
          Support Agreement;

     (g)  not  purchase or obtain or enter into any  agreement  or right to
          purchase any additional Shares;

     (h)  if applicable,  resign as a director of the Company  effective at
          the time and in the manner  requested  by the  Offeror's  Parent,
          after the Offeror takes up and pays for the Shareholder's Shares.

                                 ARTICLE 4
                            DEPOSIT AND PAYMENT

4.1  DEPOSIT.
     -------

Subject  to  section   4.2,  the   Shareholder   hereby   irrevocably   and
unconditionally, subject to the terms of this Agreement, agrees that if the
Offeror makes the Offer on the terms and  conditions and conditions set out
in the  Support  Agreement  the  Shareholder  shall  deposit or cause to be
deposited all of the Shareholder's  Shares (including for greater certainty
all  Shares  issued  or which may be  issued  to the  Shareholder  upon the
exercise  of any other  rights to  acquire  Shares),  together  with a duly
completed and executed  letter of  transmittal,  under the Offer as soon as
practicable  following the Offeror  making the Offer and in any event prior
to the expiry of the Offer. In the event that the Shareholder  subsequently
obtains any additional  Shares as  contemplated by section 3.1(f) hereof or
otherwise,  such Shares shall likewise be deposited under the Offer as soon
as  practicable  thereafter  and in any  event  prior to the  expiry of the
Offer.

4.2  NO WITHDRAWAL.
     -------------

The  Shareholder  hereby  irrevocably and  unconditionally,  subject to the
terms of the Agreement, agrees that neither it nor any person on its behalf
will  withdraw  or take any  action to  withdraw  any of the  Shareholder's
Shares deposited under the Offer,  notwithstanding  any statutory rights or
other  rights  under  the  terms  of  the  Offer  or  otherwise  which  the
Shareholder  might have,  unless this Agreement is terminated in accordance
with its terms prior to the taking up of the Shareholder's Shares under the
Offer or unless:

     (a)  in the event that the Offer is not  extended in  accordance  with
          the Support  Agreement,  the Offeror does not take up and pay for
          the Shares on or before January 31, 2003;

     (b)  in the event that the Offer is  extended in  accordance  with the
          Support  Agreement,  the Offeror does not take up and pay for the
          Shares  under  the  Offer on or  before  the end of the tenth day
          following the expiry of the Offer;

     (c)  a "Superior  Proposal"  (as defined in the Support  Agreement) is
          made, the board of directors of the Company has either  withdrawn
          its recommendation of the Offer or recommended  acceptance of the
          Superior Proposal,  and (i) the Offeror has not amended the Offer
          to  increase  the  consideration  to be paid to holders of Shares
          pursuant  to the  Offer  within  the time  periods  specified  by
          Section 4.2 of the Support  Agreement to an amount having a value
          at least equal to the value of the  consideration  offered  under
          the Superior  Proposal and (ii) the fee  specified in Section 4.5
          of the Support Agreement has been paid to the Offeror's Parent as
          specified therein; or

     (d)  the Shareholder  receives the consent of the Offeror's  Parent or
          the Offeror to so withdraw the Shareholder's Shares.

4.3  APPOINTMENT OF PROXY
     --------------------

The Shareholder  hereby grants to, and appoints,  the Offerors'  Parent and
the Secretary of the Offerer's  Parent and the Chief  Financial  Officer of
the Offeror's  Parent,  in their  respective  capacities as officers of the
Offeror's Parent,  and any other designee of the Offeror's Parent,  each of
them individually, the Shareholder's irrevocable proxy and attorney in fact
(with full power of  substitution)  to vote the  Shareholder's  irrevocable
proxy and  attorney in fact (with full power of  substitution)  to vote the
Shareholder's  Shares with respect thereto,  in order to give effect to the
covenants of the shareholder contained in this Agreement and in furtherance
of the obligations of the Company  contained in the Suport  Agreement.  The
Shareholder  agrees  that  proxy is  irrevocable  until this  Agreement  is
terminated in accordance with Article 5 hereof and coupled with an interest
and will take such further action or execute such other  instruments as may
be necessary to effectuate  the intent of this proxy and hereby revokes any
proxy previously granted by him with respect to the Shares.

4.4  STOP TRANSFER ORDER
     -------------------

Subject to the termination rights set forth in Article V of this Agreement,
in furtherance of the  transactions  contemplated by this Agreement and the
Support  Agreement,  the Shareholder hereby authorizes the Offeror's Parent
to  instruct  the  Company  to direct  its  transfer  agent to place a stop
transfer order on the Shareholder's  Shares and not to amend,  terminate or
waive any of the terms of such stop  transfer  order  (other than to permit
the transfer of the Shareholder's Shares to the Offeror) during the term of
this Agreement.

                                 ARTICLE 5
            TERMINATION BY THE SHAREHOLDER AND BY THE PURCHASER

5.1  TERMINATION BY THE SHAREHOLDER.
     ------------------------------

The  Shareholder,  when  not in  material  default  in  performance  of his
obligations  under this  Agreement,  may,  without  prejudice  to any other
rights, terminate this Agreement by notice to the Offeror's Parent if:

     (a)  the Offer has not been made as provided in section 1.1 hereof,

     (b)  the Offer  does not  substantially  conform  with,  or subject to
          section  1.2 hereof is  modified in a manner so as not to conform
          with, the description in the Support  Agreement or the provisions
          of this Agreement;

     (c)  Shares  deposited  under the Offer  (including the  Shareholder's
          Shares)  have not, for any reason  whatsoever,  been taken up and
          paid for on or  before  the end of the tenth  day  following  the
          expiry of the Offer;

     (d)  the  Offer  is   abandoned   by  the  Offeror   (which  shall  be
          conclusively  evidenced by the Offeror issuing a press release or
          otherwise  publicly  disclosing or  announcing  that the Offer is
          withdrawn);

     (e)  after  January  31, 2004 if the  Offeror  has not  purchased  any
          Shares  pursuant to the Offer,  otherwise than as a result of the
          material  breach by the  Shareholder of any material  covenant or
          obligation   under  this   Agreement   or  as  a  result  of  any
          representation  or warranty of the  Shareholder in this Agreement
          being  untrue or incorrect  in any  material  respect;  provided,
          however,  that if the  Offeror's  take up and  payment for Shares
          deposited  under the Offer is  delayed  by (i) an  injunction  or
          order  made by a  court  or  regulatory  authority  of  competent
          jurisdiction,  or  (ii)  the  Offeror  not  having  obtained  any
          regulatory  waiver  consent or  approval  which is  necessary  to
          permit the  Offeror  to take up and pay for the Shares  deposited
          under the Offer, then,  provided that such injunction or order is
          being contested or appealed or such regulatory waiver, consent or
          approval is being actively sought, as applicable,  this Agreement
          shall  not be  terminated  by the  Shareholder  pursuant  to this
          section  until the  earlier  of (i)  March 31,  2004 and (ii) the
          fifth business day following the date on which such injunction or
          order ceases to be in effect or such waiver,  consent or approval
          is obtained, as applicable; and

     (f)  the Support Agreement is terminated in accordance with its terms.

5.2  TERMINATION BY THE OFFEROR'S PARENT.
     -----------------------------------

The Offeror's  Parent,  when not in material  default in performance of its
obligations  under this  Agreement,  may,  without  prejudice  to any other
rights, terminate this Agreement by notice to the Shareholder if:

     (a)  the  Shareholder  has not complied in all material  respects with
          its covenants to the Offeror's Parent contained herein;

     (b)  any of the  representations  and  warranties  of the  Shareholder
          contained herein is untrue or inaccurate;

     (c)  the Company has not  complied in all material  respects  with its
          covenants to the Offeror's Parent under the Support Agreement;

     (d)  the  conditions  in Exhibit II of the Support  Agreement  are not
          satisfied  or waived by the  Offeror on or prior to the expiry of
          the Offer; or

     (e)  in the event of the termination of the Support Agreement.

5.3  EFFECT OF TERMINATION.
     ---------------------

In the case of any  termination of this Agreement  pursuant to this Article
5, this Agreement shall be of no further force and effect. Such termination
shall not relieve any party from liability for any breach of this Agreement
prior to such termination. Upon termination of this Agreement in accordance
with  its  terms,  the  Shareholder  shall  be  entitled  to  withdraw  the
Shareholder's Shares from the Offer.

                                 ARTICLE 6
                                  GENERAL

6.1  SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
     ------------------------------------------

The  representations  and warranties  shall not survive the consummation of
the  Offer,  provided  that  the  representations  and  warranties  of  the
Shareholder in section  2.1(a) through (e) of this Agreement  shall survive
indefinitely   and  the  other   representations   and  warranties  of  the
Shareholder  in section  2.l of this  Agreement  shall  terminate  upon the
expiry  of  the  Offer.  No  investigations  made  by or on  behalf  of the
Offeror's Parent, the Offeror or any of their authorized agents at any time
shall have the effect of  waiving,  diminishing  the scope of or  otherwise
affecting  any   representation   or  warranty  or  covenant  made  by  the
Shareholder in or pursuant to this Agreement.

6.2  DISCLOSURE.
     ----------

Except as may  otherwise  be required by law or by  regulatory  authorities
having discretion over such matters,  each party hereto agrees that it will
not make any  public  disclosure  with  respect  to this  Agreement  or the
negotiations  related  to this  Agreement  in each case  without  the prior
approval  of the  other  party,  which  approval  will not be  unreasonably
withheld.  If any party deems that it is required by law or such regulatory
authority  to make any  public  announcement  or  release  concerning  this
Agreement, such party agrees to provide a written copy thereof to the other
party in advance of any such  announcement  or  release  and to  reasonably
consider any suggested  modifications,  which will be provided by the other
party in a timely matter.  The parties  acknowledge  that the terms of this
Agreement  will be summarized in the Offer and in the  Directors'  Circular
relating to the Offer.

6.3  ASSIGNMENT.
     ----------

This  Agreement  shall not be assigned by  operation  of law or  otherwise,
except  that the  Offeror's  Parent may assign all or any of its rights and
obligations hereunder to any direct or indirect wholly-owned  subsidiary of
the Offeror's  Parent,  provided that no such assignment  shall relieve the
Offeror's  Parent of its  obligations  hereunder if such  assignee does not
perform such obligations.

6.4  TIME.
     ----

Time shall be of the essence of this Agreement.

6.5  CURRENCY.
     --------

All sums of money referred to in this Agreement shall mean Canadian funds.

6.6  GOVERNING LAW.
     -------------

This  Agreement  shall be governed by and construed in accordance  with the
laws of the Province of British Columbia and the laws of Canada  applicable
therein. The parties hereto submit to the non-exclusive jurisdiction of the
courts of the  Province of Ontario  and British  Columbia in respect of the
interpretation and enforcement of this Agreement.

6.7  ENTIRE AGREEMENT.
     ----------------

This Agreement and the other agreements  referenced  herein  constitute and
comprise the entire agreement and understanding  between the parties hereto
with  regard  to  the  subject  matter  hereof  and  supersedes  all  prior
agreements  and  undertakings,  both written and oral,  between the parties
with respect to the subject matter hereof.

6.8  AMENDMENTS.
     ----------

This Agreement may not be modified, amended, altered or supplemented except
upon the execution and delivery of a written agreement  executed by each of
the parties  hereto.  Either  party  hereto may (a) extend the time for the
performance  of any of the  obligations  or other  acts of the other  party
hereto,  (b) waive any inaccuracies in the  representations  and warranties
contained herein or in any document delivered pursuant hereto and (c) waive
compliance with any of the agreements or conditions  contained herein.  Any
such  extension or waiver shall be valid if set forth in an  instrument  in
writing signed by the party or parties to be bound thereby.

6.9  DEFINITIONS.
     -----------

For the purposes of this Agreement the term:

     (a)  "affiliates"  and "associates"  means the persons,  companies and
          other  entities  included in the  definitions of such terms under
          the Securities Act (British Columbia);

     (b)  "business day" means any day, other than a Saturday or Sunday, on
          which chartered banks in the City of Vancouver,  British Columbia
          and the City of Toronto, Ontario are open for business;

     (c)  "Effective  Date" means any date upon which the Offeror  takes up
          and pays for Shares under the Offer;

     (d)  "Materially Adverse" has the meaning ascribed to such term in the
          Support Agreement;

     (e)  "material fact",  "material change" and  "misrepresentation"  are
          used as defined under the Securities Act (British Columbia); and

     (f)  "Shares"  shall  include  any shares into which the Shares may be
          reclassified,  subdivided,  consolidated  or  converted  and  any
          rights and benefits arising therefrom including any extraordinary
          distributions  of securities  which may be declared in respect of
          the Shares.

or the purposes of this  Agreement,  if the last day of a period of days is
not a business day, the period shall be extended to the next  following day
which is a business day.

6.10 SPECIFIC PERFORMANCE AND OTHER EQUITABLE RIGHTS.
     -----------------------------------------------

Each of the parties  recognizes and acknowledges  that this Agreement is an
integral  part of the  transactions  contemplated  in the  Offer,  that the
Offeror's Parent would not contemplate causing the Offer to be made and the
Shareholder would not agree to its covenants to the Offeror's Parent herein
and to  irrevocably  deposit the  Shareholder's  Shares to the Offer unless
this  Agreement  was executed and that a breach by a party of any covenants
or other commitments contained in this Agreement will cause the other party
to sustain injury for which it would not have an adequate remedy at law for
money damages.  Therefore,  each of the parties agrees that in the event of
any such  breach,  the  aggrieved  party shall be entitled to the remedy of
specific  performance of such covenants or commitments  and preliminary and
permanent  injunctive and other  equitable  relief in addition to any other
remedy to which it may be  entitled,  at law or in equity,  and the parties
further agree to waive any  requirement  for the securing or posting of any
bond in connection  with the obtaining of any injunctive or other equitable
relief.

6.11 NOTICES.
     -------

Any notice  required or permitted to be given  hereunder  shall be written,
and shall be either  (i)  personally  delivered,  (ii) sent by a  reputable
common carrier  guaranteeing  next business day delivery,  or (iii) sent by
facsimile,  to the respective  addresses of the parties set forth below, or
to such other  place as any party  hereto may by notice  given as  provided
herein designate for receipt of notices hereunder. Any such notice shall be
deemed given and  effective  upon receipt or refusal of receipt  thereof by
the primary party to whom it is to be sent.

     (a)  If to the Offeror's Parent or the Offeror, addressed as follows:

          Honeywell International Inc.
          101 Columbia Road
          Morristown, NJ  07962

          Attention:    Senior Vice President and General Counsel

          Facsimile:    (973) 455-4217

     with a copy to:

          Honeywell International Inc.
          1600 Utica Avenue S
          Suite 300
          St. Louis Park, MN  55416

          Attention:    Vice President and General Counsel -
                        Automation and Control Solutions

          Facsimile:    (952) 656-1231

     with a further copy to:

          Osler, Hoskin & Harcourt LLP
          Box 50, 1 First Canadian Place
          Toronto, ON  M5X 1B8

          Attention:    Stephen Arnold

          Facsimile:    (416) 862-6615

     (b)  to the Shareholder, addressed as follows:

          Vinod Bakshi
          2781 140th St
          Surrey, BC  V3S 9W8

     with a copy to:

          Owen Bird
          2900 - 595 Burrard Street
          Vancouver, BC  V7X 1J5

          Attention:    Kitty Heller

          Facsimile:    (604) 688-2827

     and, solely for information purposes, to:

          McCarthy Tetrault LLP
          1300 - 777 Dunsmuir Street
          Vancouver, BC  V7Y 1K2

          Attention:    Tim McCafferty

          Facsimile:    (604) 622-5680

6.12 EXPENSES.
     --------

Each of the parties shall pay all of its own legal,  financial advisory and
accounting costs and expenses  incurred in connection with the preparation,
execution and delivery of this Agreement and all documents and  instruments
executed  or  prepared  pursuant  hereto and any other  costs and  expenses
whatsoever and howsoever incurred.

6.13 SEVERABILITY.
     ------------

If any term or other  provision of this  Agreement  is invalid,  illegal or
incapable of being enforced by any rule of law or public policy,  all other
conditions and provisions of this Agreement  shall  nevertheless  remain in
full force and effect so long as the  economic  or legal  substance  of the
transactions  contemplated  hereby is not affected in any manner materially
adverse  to any  party.  Upon  such  determination  that  any term or other
provision is invalid,  illegal or incapable of being enforced,  the parties
hereto  shall  negotiate  in good faith to modify this  Agreement  so as to
effect the  original  intent of the  parties as closely as  possible  in an
acceptable manner to the end that the transactions  contemplated hereby are
fulfilled to the fullest extent possible.

       [The remainder of this page has intentionally been left blank]

6.14 COUNTERPARTS.
     ------------

This Agreement may be executed by facsimile signature, or otherwise, in two
or more  counterparts,  all of which taken  together  will  constitute  one
binding agreement.

                                 HONEYWELL INTERNATIONAL INC.

                                   By: /s/ Anne T. Madden
                                       --------------------
                                       Anne T. Madden,
                                       Vice President-Corporate Planning
                                       and Development

Agreed and accepted as of this 10th day of October, 2003.

                                /s/ Vinod Bakshi
                                -------------------------------
                                /s/ Vinod Bakshi

                                                                  Exhibit 4

                             DEPOSIT AGREEMENT
                             -----------------

STRICTLY CONFIDENTIAL
- ---------------------

                                                           October 10, 2003

Opinder Singh Gill
1043 53 St. E
Vancouver, B.C.
V5X 1J7

Dear Tom:

This letter agreement (the  "Agreement")  sets out the terms and conditions
upon which Honeywell International Inc. (the "Offeror's Parent") will cause
678669 B.C.  Ltd.,  a direct or  indirect  wholly-owned  subsidiary  of the
Offeror's  Parent  (the  "Offeror")  to  make an  offer  (the  "Offer")  on
substantially  the terms and conditions set forth in the support  agreement
between Silent Witness Enterprises Ltd. (the "Company") and the Offeror and
the Offeror's  Parent dated the date hereof (the "Support  Agreement"),  to
purchase all of the issued and outstanding  common shares (the "Shares") of
the Company.

This  Agreement  also sets out the terms and conditions of the agreement by
you (the  "Shareholder")  to deposit,  or cause to be deposited,  under the
Offer:  (i)  the  81,700  Shares   presently  owned   beneficially  by  the
Shareholder;  (ii) all Shares,  if any, issued upon the exercise of certain
stock options or any other rights  convertible  or  exercisable  for shares
held by the Shareholder;  and (iii) any Shares subsequently acquired by the
Shareholder (the "Shareholder's  Shares"), and sets out the obligations and
commitments of the Shareholder in connection therewith.  References in this
Agreement to the Shares held or to be acquired by the  Shareholder  include
the associated  rights issued  pursuant to the Company's  "Rights Plan" (as
defined in the Support Agreement).

                                 ARTICLE 1
                                 THE OFFER

1.1  TIMING OF THE OFFER.
     -------------------

The Offeror's  Parent agrees to cause the Offeror to make the Offer for all
of the  Shares  within the time and upon the terms as  provided  for in the
Support Agreement, and subject to the conditions therein contained.

1.2  MODIFICATION OF OFFER.
     ---------------------

The Offeror's Parent agrees that it will not cause or permit the Offeror to
amend,  modify or change the Offer without the prior written consent of the
Shareholder,  which  consent  shall not be  unreasonably  withheld,  and to
provide a draft of any proposed  amendment,  modification  or change to the
Offer to the Shareholder  and to consult with the Shareholder  with respect
to the terms and  conditions of such proposed  amendment,  modification  or
change of the Offer.  The  covenants in the  foregoing  sentence  shall not
apply in respect of any amendments,  modifications  or changes to the Offer
in accordance  with section 1.1(e) of the Support  Agreement  provided that
the Offeror and the Offeror's  Parent shall not, without the consent of the
Shareholder:

     (a)  increase the number or percentage  of Shares  required to satisfy
          the "Minimum  Condition" (as defined in the Support Agreement) or
          decrease the number or percentage  of Shares  required to satisfy
          the  Minimum  Condition  below  50%  of the  outstanding  Shares,
          decrease the  consideration  per Share  payable  under the Offer,
          change the form of  consideration  payable under the Offer (other
          than to add additional  consideration)  or decrease the number of
          Shares sought under the Offer;

     (b)  impose additional material conditions to the Offer;

     (c)  in the  event  all of the "Bid  Conditions"  (as  defined  in the
          Support  Agreement)  are  satisfied or waived,  extend the period
          during  which  Shares may be  deposited  under the Offer  without
          taking up and paying for Shares validly deposited  thereunder and
          not withdrawn except as required by applicable law; or

     (d)  modify  or amend  the  Offer  or any  terms  thereof  in a manner
          adverse to the Shareholder.

1.3  GENERAL.
     -------

Subject to the terms and conditions of the Support Agreement, the Offeror's
Parent  hereby  covenants  to use,  and to cause the  Offeror  to use,  its
reasonable  best  efforts  to  successfully  complete  the  Offer  and  the
transactions contemplated by this Agreement.

                                 ARTICLE 2
                       REPRESENTATIONS AND WARRANTIES

2.1  REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER.
     -------------------------------------------------

The  Shareholder  hereby  represents  and warrants to the Offeror's  Parent
that:

     (a)  Authorization.   This   Agreement  has  been  duly  executed  and
          delivered by the Shareholder  and constitutes a legal,  valid and
          binding agreement enforceable by the Offeror's Parent against the
          Shareholder  in accordance  with its terms subject,  however,  to
          limitations  with  respect  to  enforcement  imposed  by  law  in
          connection with bankruptcy or similar proceedings,  the equitable
          power  of the  courts  to stay  proceedings  before  them and the
          execution of judgements and to the extent that equitable remedies
          such as specific performance and injunction are in the discretion
          of the court from which they are sought.

     (b)  Ownership of Shares. The Shareholder:  (i) is the sole beneficial
          owner  of  81,700  Shares  which  are   currently   held  by  the
          Shareholder; (ii) is the holder of no options to purchase Shares;
          and  (iii) is the  holder  of 33,750  share  appreciation  rights
          ("Share Appreciation  Rights") to receive a cash payment based on
          the price of the Shares or the right to receive Shares. Except as
          stated  in  this  paragraph,  the  Shareholder  does  not  own or
          control,  directly or  indirectly,  any other  Shares or options,
          rights or other  entitlements to acquire Shares.  The Shareholder
          has the exclusive right to dispose of the Shareholder's Shares as
          provided in this Agreement and the Shareholder is not a party to,
          bound or  affected  by or  subject  to,  any  charter  or  by-law
          provision, statute, regulation, judgment, order, decree or law of
          which a  breach  would  occur as a result  of the  execution  and
          delivery  of this  Agreement  or the  consummation  of any of the
          transactions provided for in this Agreement.

     (c)  Good Title. All the Shareholder's  Shares and Share  Appreciation
          Rights  are  now,  and  at  the  time  the  Offeror  directly  or
          indirectly takes up and pays for the  Shareholder's  Shares under
          the Offer will be beneficially owned by the Shareholder with good
          and  marketable  title,  free and clear of any and all mortgages,
          liens, charges, restrictions, security interests, adverse claims,
          pledges,  encumbrances  and  demands  or  rights of others of any
          nature or kind whatsoever.

     (d)  No Agreements.  No person,  firm or corporation has any agreement
          or option, or any right or privilege (whether by law, pre-emptive
          or contractual)  capable of becoming an agreement or option,  for
          the purchase,  acquisition or transfer from the  Shareholder,  or
          any registered holder of the Shareholder's  Shares, of any of the
          Shareholder's  Shares,  or any interest therein or right thereto,
          except pursuant to this Agreement.

     (e)  Voting.  Neither the Shareholder nor any registered holder of the
          Shareholder's  Shares has  previously  granted or agreed to grant
          any  ongoing  proxy in  respect  of the  Shareholder's  Shares or
          entered into any voting  trust,  vote pooling or other  agreement
          with respect to the right to vote,  call meetings of shareholders
          or give consents or approvals of any kind as to the Shareholder's
          Shares.

     (f)  No  Proceeding  Pending.  There  is no  claim,  action,  lawsuit,
          arbitration,  mediation  or other  proceeding  pending or, to the
          best of the knowledge, information and belief of the Shareholder,
          threatened  against  the  Shareholder,   which  relates  to  this
          Agreement  or  otherwise  materially  impairs  the ability of the
          Shareholder to consummate the transactions contemplated hereby.

     (g)  Arm's  Length  Negotiation.  The price  payable by the  Offeror's
          Parent for the Shares  pursuant to the Offer (the "Offer  Price")
          was  arrived at through  negotiation  between the Company and the
          Offeror's  Parent.  The  Shareholder  has full  knowledge  of and
          access  to  information  concerning  the  Company  such  that the
          underlying value of the Company was a material factor  considered
          by the  Shareholder  in entering into this Agreement and agreeing
          to the Offer  Price,  and there are no  non-financial  factors or
          other  factors  peculiar  to  the  Shareholder  which  have  been
          considered relevant by the Shareholder in assessing such price or
          that had the effect of  reducing  the price that would  otherwise
          have been considered acceptable to the Shareholder.

     (h)  Company Public Disclosure Documents. To the best of the knowledge
          of the Shareholder: (i) all forms, reports, statements, schedules
          and documents required to be filed by the Company with securities
          regulatory    authority   under   applicable    securities   laws
          (collectively, the "Reports") did not, at the time filed, contain
          any  untrue  statement  of a  material  fact or  omit to  state a
          material fact required to be stated therein or necessary in order
          to make the statements therein, in the light of the circumstances
          under which they were made, not misleading;  (ii) the Company has
          not  filed  any  confidential  material  change  report  with any
          securities  regulatory  authority or stock  exchange which at the
          date  of this  Agreement  remains  confidential;  and  (iii)  the
          Company has  publicly  disclosed  in the Reports any  information
          regarding any event,  circumstances  or action taken or failed to
          be  taken  by  the  Company  or  its  subsidiaries   which  could
          individually  or in the  aggregate  reasonably  be expected to be
          Materially  Adverse to the  Company or its  subsidiaries,  either
          individually or in the aggregate.

     (i)  Company  Representations  and  Warranties.  To  the  best  of the
          knowledge  of the  Shareholder,  all of the  representations  and
          warranties of the Company set forth in the Support  Agreement are
          true and correct.

2.2  REPRESENTATIONS AND WARRANTIES OF THE OFFEROR'S PARENT.
     ------------------------------------------------------

The Offeror's Parent represents and warrants to the Shareholder as follows:

     (a)  Organization.  Each of the Offeror's  Parent and the Offeror is a
          corporation duly organized and validly existing under the laws of
          its jurisdiction of incorporation.

     (b)  Authority. The Offeror's Parent has all requisite corporate power
          and authority to enter into this Agreement,  and the Offeror will
          have at the date of the Offer all necessary  corporate  power and
          authority  to make the Offer  and to carry  out the  transactions
          contemplated  hereby and by the Offer. The execution and delivery
          of  this  Agreement  and  the  consummation  of the  transactions
          contemplated  hereby have been duly and validly authorized by all
          necessary  corporate action on the part of the Offeror's  Parent,
          and no other  corporate  proceedings on the part of the Offeror's
          Parent are necessary to authorize this  Agreement.  The Agreement
          has been duly executed and delivered by the Offeror's  Parent and
          constitutes a legal,  valid and binding agreement  enforceable by
          the Shareholder  against the Offeror's  Parent in accordance with
          its  terms,  subject,  however,  to the  usual  limitations  with
          respect  to  enforcement   imposed  by  law  in  connection  with
          bankruptcy  or  similar   proceedings  and  the  availability  of
          equitable remedies.

     (c)  Non-Contravention.  Neither the  execution  and  delivery of this
          Agreement nor the consummation of the  transactions  contemplated
          hereby nor  compliance  with any of the  provisions  hereof  will
          conflict  with or result in any  breach of any  provision  of the
          constating documents of the Offeror's Parent or the Offeror.

                                 ARTICLE 3
                        COVENANTS OF THE SHAREHOLDER

3.1  GENERAL.
     -------

The Shareholder  hereby covenants that until the earlier of (i) the date on
which the  Offeror has taken up and paid for Shares  under the Offer;  (ii)
the date on which the Offeror  abandons the Offer;  (iii) the Offer expires
and the  Offerer  has not taken up and paid for Shares in  accordance  with
applicable  law; or (iv) the  termination  of this  Agreement in accordance
with this Agreement, the Shareholder will:

     (a)  except as  permitted  by this  Agreement,  not take and shall not
          authorize or permit any  investment  banker,  financial  advisor,
          attorney,  accountant or other representative of his to take, any
          action of any kind, indirectly or directly, to oppose,  frustrate
          or delay the take up and  payment of Shares  deposited  under the
          Offer or the  completion of the Offer,  including but not limited
          to any action to solicit, initiate, knowingly assist or knowingly
          encourage  inquiries,  submissions,  proposals or offers from any
          other person, entity or group, and will cease immediately and not
          continue in any  discussions or  negotiations  the Shareholder is
          carrying on regarding,  or furnish to any other person, entity or
          group, any confidential,  non-public  information with respect to
          any  "Competing  Proposal" (as defined in the Support  Agreement)
          provided  that,  nothing  contained  in  this  section  or  other
          provisions of this Agreement shall:

          (i)    prevent the Shareholder,  in his capacity as a director or
                 officer of the Company,  from engaging in  discussions  or
                 negotiations  with a third party or providing  information
                 in respect of, or otherwise responding to, or negotiating,
                 approving  and  recommending  to  holders  of  Shares,  an
                 unsolicited  bona fide Competing  Proposal if the Board of
                 Directors  of the  Company has  determined  in good faith,
                 after  consultation  with and receiving  advice from legal
                 counsel and the Company's  financial  advisors,  that such
                 proposal may constitute or lead to a Superior  Proposal or
                 that such  action is  otherwise  required by reason of the
                 fiduciary  duties of the  directors  of the Company  under
                 applicable law; or

          (ii)   preclude the Shareholder, in his capacity as a director or
                 Officer of the Company,  from responding,  within the time
                 and manner  required by the  applicable  laws, to any take
                 over  bid  or  any   business   combination   or   similar
                 transaction   involving   the   Company   or  any  of  its
                 subsidiaries  or assets or tender or  exchange  offer made
                 for the Shares;

          and nothing in this  Agreement  shall be interpreted to extend to
          acts or omissions of the Shareholder  acting in his capacity as a
          director  or officer of the  Company or  otherwise  to fetter the
          proper exercise of discretion by the  Shareholder  acting in that
          capacity;

     (b)  if  the   Shareholder   receives  any   Competing   Proposal  the
          Shareholder  will notify the Offeror  within 24 hours of becoming
          aware of a proposal which, if made in writing, could constitute a
          Competing  Proposal  (as  such  term is  defined  in the  Support
          Agreement)  including the identity of any prospective offeror and
          the person making the Competing Proposal;

     (c)  not option, sell, transfer,  pledge,  encumber,  grant a security
          interest in,  hypothecate or otherwise  convey the  Shareholder's
          Shares, or any right or interest therein (legal or equitable), to
          any person, entity or group or agree to do any of the foregoing;

     (d)  not grant or agree to grant any proxy or other  right to vote the
          Shareholder's  Shares,  or enter  into  any  voting  trust,  vote
          pooling  or other  agreement  with  respect to the right to vote,
          call  meetings of  shareholders  or give consents or approvals of
          any kind as to the Shareholder's Shares;

     (e)  not do indirectly  that which the Shareholder may not do directly
          in respect of the restrictions on the  Shareholder's  rights with
          respect to the Shareholder's Shares pursuant to this section 3.1,
          including,  but not  limited  to, the  granting of a proxy on the
          Shares  of  any  direct  or  indirect   holding  company  of  the
          Shareholder which would have,  indirectly,  the effect prohibited
          by this  section 3.1, and not to take any action which would make
          any  representation  or  warranty  of the  Shareholder  contained
          herein  untrue or incorrect or have the effect of  preventing  or
          disabling  the  Shareholder  from  performing  the  Shareholder's
          obligations under this Agreement;

     (f)  exercise the voting rights attaching to the Shareholder's  Shares
          and otherwise use his best efforts to cause the Company to comply
          with its obligations under the Support  Agreement,  including its
          agreement,  subject to the terms and  conditions  of the  Support
          Agreement,  to use all reasonable  commercial efforts to take, or
          cause to be taken, all action and to do, or cause to be done, all
          things  necessary,  proper or  advisable to  consummate  and make
          effective  the  transactions  contemplated  by the  Offer and the
          Support Agreement;

     (g)  agree to use his best efforts to cause the Company to comply with
          its  notification  obligations  pursuant to section 3.2(b) of the
          Support Agreement;

     (h)  not  purchase or obtain or enter into any  agreement  or right to
          purchase any additional Shares;

     (i)  exercise all Share  Appreciation  Rights held by the  Shareholder
          and  elect  to  receive   cash  in   settlement   of  such  Share
          Appreciation  Rights,  to the extent permitted under the terms of
          the Share Appreciation  Rights,  provided,  that such exercise of
          Share  Appreciation  Rights may be made subject to the  condition
          that, and become effective only upon, the Offeror having taken up
          and paid for any Shares  under the Offer or becoming  bound to do
          so;

     (j)  use all reasonable efforts to preserve intact the goodwill of the
          Company and its  subsidiaries,  keep  available  the  services of
          their respective present officers and key employees, and preserve
          their  business  relationships  with  customers and others having
          business  relationships  with them and not  engage in any  action
          directly or indirectly,  with the intent to adversely  impact the
          Company's obligations under the Support Agreement; and

     (k)  if applicable,  resign as a director of the Company  effective at
          the time and in the manner  requested  by the  Offeror's  Parent,
          after the Offeror takes up and pays for the Shareholder's Shares.

3.2  OFFER LETTER
     ------------

The Shareholder  hereby  covenants that  immediately upon the Offeror first
taking up and paying for Shares  under the  Offer,  the  Shareholder  shall
execute  an  offer  letter  substantially  in the  form  initialled  by the
Shareholder and Offeror's  Parent  concurrently  with the execution of this
Agreement  (except as the terms of such offer  letter  may be  modified  to
receive  all  regulatory   approval  necessary  under  applicable  Canadian
securities  laws (as approved by each of the  Shareholder and the Offeror's
Parent, acting reasonably) to approve the terms thereof).

3.3  NON-COMPETITION AND NON-SOLICITATION.
     ------------------------------------

The Shareholder  hereby  covenants that such  shareholder will fully comply
with the covenants and agreements set forth in Schedule 1 attached hereto.

                                 ARTICLE 4
                            DEPOSIT AND PAYMENT

4.1  DEPOSIT.
     -------

Subject  to  section   4.2,  the   Shareholder   hereby   irrevocably   and
unconditionally, subject to the terms of this Agreement, agrees that if the
Offeror makes the Offer on the terms and  conditions and conditions set out
in the  Support  Agreement  the  Shareholder  shall  deposit or cause to be
deposited all of the Shareholder's  Shares (including for greater certainty
all  Shares  issued  or which may be  issued  to the  Shareholder  upon the
exercise  of any other  rights to  acquire  Shares),  together  with a duly
completed and executed  letter of  transmittal,  under the Offer as soon as
practicable  following the Offeror  making the Offer and in any event prior
to the expiry of the Offer. In the event that the Shareholder  subsequently
obtains any additional  Shares as  contemplated by section 3.1(f) hereof or
otherwise,  such Shares shall likewise be deposited under the Offer as soon
as  practicable  thereafter  and in any  event  prior to the  expiry of the
Offer.

4.2  NO WITHDRAWAL.
     -------------

The  Shareholder  hereby  irrevocably and  unconditionally,  subject to the
terms of the Agreement, agrees that neither it nor any person on its behalf
will  withdraw  or take any  action to  withdraw  any of the  Shareholder's
Shares deposited under the Offer,  notwithstanding  any statutory rights or
other  rights  under  the  terms  of  the  Offer  or  otherwise  which  the
Shareholder  might have,  unless this Agreement is terminated in accordance
with its terms prior to the taking up of the Shareholder's Shares under the
Offer or unless:

     (a)  in the event that the Offer is not  extended in  accordance  with
          the Support  Agreement,  the Offeror does not take up and pay for
          the Shares on or before January 31, 2003;

     (b)  in the event that the Offer is  extended in  accordance  with the
          Support  Agreement,  the Offeror does not take up and pay for the
          Shares  under  the  Offer on or  before  the end of the tenth day
          following the expiry of the Offer;

     (c)  a "Superior  Proposal"  (as defined in the Support  Agreement) is
          made, the board of directors of the Company has either  withdrawn
          its recommendation of the Offer or recommended  acceptance of the
          Superior Proposal,  and (i) the Offeror has not amended the Offer
          to  increase  the  consideration  to be paid to holders of Shares
          pursuant  to the  Offer  within  the time  periods  specified  by
          Section 4.2 of the Support  Agreement to an amount having a value
          at least equal to the value of the  consideration  offered  under
          the Superior  Proposal and (ii) the fee  specified in Section 4.5
          of the Support Agreement has been paid to the Offeror's Parent as
          specified therein; or

     (d)  the Shareholder  receives the consent of the Offeror's  Parent or
          the Offeror to so withdraw the Shareholder's Shares.

4.3  APPOINTMENT OF PROXY
     --------------------

The Shareholder  hereby grants to, and appoints,  the Offerors'  Parent and
the Secretary of the Offerer's  Parent and the Chief  Financial  Officer of
the Offeror's  Parent,  in their  respective  capacities as officers of the
Offeror's Parent,  and any other designee of the Offeror's Parent,  each of
them individually, the Shareholder's irrevocable proxy and attorney in fact
(with full power of  substitution)  to vote the  Shareholder's  irrevocable
proxy and  attorney in fact (with full power of  substitution)  to vote the
Shareholder's  Shares with respect thereto,  in order to give effect to the
covenants of the shareholder contained in this Agreement and in furtherance
of the obligations of the Company  contained in the Suport  Agreement.  The
Shareholder  agrees  that  proxy is  irrevocable  until this  Agreement  is
terminated in accordance with Article 5 hereof and coupled with an interest
and will take such further action or execute such other  instruments as may
be necessary to effectuate  the intent of this proxy and hereby revokes any
proxy previously granted by him with respect to the Shares.

4.4  STOP TRANSFER ORDER
     -------------------

Subject to the termination rights set forth in Article V of this Agreement,
in furtherance of the  transactions  contemplated by this Agreement and the
Support  Agreement,  the Shareholder hereby authorizes the Offeror's Parent
to  instruct  the  Company  to direct  its  transfer  agent to place a stop
transfer order on the Shareholder's  Shares and not to amend,  terminate or
waive any of the terms of such stop  transfer  order  (other than to permit
the transfer of the Shareholder's Shares to the Offeror) during the term of
this Agreement.

                                 ARTICLE 5
            TERMINATION BY THE SHAREHOLDER AND BY THE PURCHASER

5.1  TERMINATION BY THE SHAREHOLDER.
     ------------------------------

The  Shareholder,  when  not in  material  default  in  performance  of his
obligations  under this  Agreement,  may,  without  prejudice  to any other
rights, terminate this Agreement by notice to the Offeror's Parent if:

     (a)  the Offer has not been made as provided in section 1.1 hereof,

     (b)  the Offer  does not  substantially  conform  with,  or subject to
          section  1.2 hereof is  modified in a manner so as not to conform
          with, the description in the Support  Agreement or the provisions
          of this Agreement;

     (c)  Shares  deposited  under the Offer  (including the  Shareholder's
          Shares)  have not, for any reason  whatsoever,  been taken up and
          paid for on or  before  the end of the tenth  day  following  the
          expiry of the Offer;

     (d)  the  Offer  is   abandoned   by  the  Offeror   (which  shall  be
          conclusively  evidenced by the Offeror issuing a press release or
          otherwise  publicly  disclosing or  announcing  that the Offer is
          withdrawn);

     (e)  after  January  31, 2004 if the  Offeror  has not  purchased  any
          Shares  pursuant to the Offer,  otherwise than as a result of the
          material  breach by the  Shareholder of any material  covenant or
          obligation   under  this   Agreement   or  as  a  result  of  any
          representation  or warranty of the  Shareholder in this Agreement
          being  untrue or incorrect  in any  material  respect;  provided,
          however,  that if the  Offeror's  take up and  payment for Shares
          deposited  under the Offer is  delayed  by (i) an  injunction  or
          order  made by a  court  or  regulatory  authority  of  competent
          jurisdiction,  or  (ii)  the  Offeror  not  having  obtained  any
          regulatory  waiver  consent or  approval  which is  necessary  to
          permit the  Offeror  to take up and pay for the Shares  deposited
          under the Offer, then,  provided that such injunction or order is
          being contested or appealed or such regulatory waiver, consent or
          approval is being actively sought, as applicable,  this Agreement
          shall  not be  terminated  by the  Shareholder  pursuant  to this
          section  until the  earlier  of (i)  March 31,  2004 and (ii) the
          fifth business day following the date on which such injunction or
          order ceases to be in effect or such waiver,  consent or approval
          is obtained, as applicable; and

     (f)  the Support Agreement is terminated in accordance with its terms.

5.2  TERMINATION BY THE OFFEROR'S PARENT.
     -----------------------------------

The Offeror's  Parent,  when not in material  default in performance of its
obligations  under this  Agreement,  may,  without  prejudice  to any other
rights, terminate this Agreement by notice to the Shareholder if:

     (a)  the  Shareholder  has not complied in all material  respects with
          its covenants to the Offeror's Parent contained herein;

     (b)  any of the  representations  and  warranties  of the  Shareholder
          contained herein is untrue or inaccurate;

     (c)  the Company has not  complied in all material  respects  with its
          covenants to the Offeror's Parent under the Support Agreement;

     (d)  the  conditions  in Exhibit II of the Support  Agreement  are not
          satisfied  or waived by the  Offeror on or prior to the expiry of
          the Offer; or

     (e)  in the event of the termination of the Support Agreement.

5.3  EFFECT OF TERMINATION.
     ---------------------

In the case of any  termination of this Agreement  pursuant to this Article
5, this Agreement shall be of no further force and effect. Such termination
shall not relieve any party from liability for any breach of this Agreement
prior to such termination. Upon termination of this Agreement in accordance
with  its  terms,  the  Shareholder  shall  be  entitled  to  withdraw  the
Shareholder's Shares from the Offer.

                                 ARTICLE 6
                                  GENERAL

6.1  SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
     ------------------------------------------

The  representations  and warranties  shall not survive the consummation of
the  Offer,  provided  that  the  representations  and  warranties  of  the
Shareholder in section  2.1(a) through (e) of this Agreement  shall survive
indefinitely   and  the  other   representations   and  warranties  of  the
Shareholder  in section  2.l of this  Agreement  shall  terminate  upon the
expiry  of  the  Offer.  No  investigations  made  by or on  behalf  of the
Offeror's Parent, the Offeror or any of their authorized agents at any time
shall have the effect of  waiving,  diminishing  the scope of or  otherwise
affecting  any   representation   or  warranty  or  covenant  made  by  the
Shareholder in or pursuant to this Agreement.

6.2  DISCLOSURE.
     ----------

Except as may  otherwise  be required by law or by  regulatory  authorities
having discretion over such matters,  each party hereto agrees that it will
not make any  public  disclosure  with  respect  to this  Agreement  or the
negotiations  related  to this  Agreement  in each case  without  the prior
approval  of the  other  party,  which  approval  will not be  unreasonably
withheld.  If any party deems that it is required by law or such regulatory
authority  to make any  public  announcement  or  release  concerning  this
Agreement, such party agrees to provide a written copy thereof to the other
party in advance of any such  announcement  or  release  and to  reasonably
consider any suggested  modifications,  which will be provided by the other
party in a timely matter.  The parties  acknowledge  that the terms of this
Agreement  will be summarized in the Offer and in the  Directors'  Circular
relating to the Offer.

6.3  ASSIGNMENT.
     ----------

This  Agreement  shall not be assigned by  operation  of law or  otherwise,
except  that the  Offeror's  Parent may assign all or any of its rights and
obligations hereunder to any direct or indirect wholly-owned  subsidiary of
the Offeror's  Parent,  provided that no such assignment  shall relieve the
Offeror's  Parent of its  obligations  hereunder if such  assignee does not
perform such obligations.

6.4  TIME.
     ----

Time shall be of the essence of this Agreement.

6.5  CURRENCY.
     --------

All sums of money referred to in this Agreement shall mean Canadian funds.

6.6  GOVERNING LAW.
     -------------

This  Agreement  shall be governed by and construed in accordance  with the
laws of the Province of British Columbia and the laws of Canada  applicable
therein. The parties hereto submit to the non-exclusive jurisdiction of the
courts of the  Province of Ontario  and British  Columbia in respect of the
interpretation and enforcement of this Agreement.

6.7  ENTIRE AGREEMENT.
     ----------------

This Agreement and the other agreements  referenced  herein  constitute and
comprise the entire agreement and understanding  between the parties hereto
with  regard  to  the  subject  matter  hereof  and  supersedes  all  prior
agreements  and  undertakings,  both written and oral,  between the parties
with respect to the subject matter hereof.

6.8  AMENDMENTS.
     ----------

This Agreement may not be modified, amended, altered or supplemented except
upon the execution and delivery of a written agreement  executed by each of
the parties  hereto.  Either  party  hereto may (a) extend the time for the
performance  of any of the  obligations  or other  acts of the other  party
hereto,  (b) waive any inaccuracies in the  representations  and warranties
contained herein or in any document delivered pursuant hereto and (c) waive
compliance with any of the agreements or conditions  contained herein.  Any
such  extension or waiver shall be valid if set forth in an  instrument  in
writing signed by the party or parties to be bound thereby.

6.9  DEFINITIONS.
     -----------

For the purposes of this Agreement the term:

     (a)  "affiliates"  and "associates"  means the persons,  companies and
          other  entities  included in the  definitions of such terms under
          the Securities Act (British Columbia);

     (b)  "business day" means any day, other than a Saturday or Sunday, on
          which chartered banks in the City of Vancouver,  British Columbia
          and the City of Toronto, Ontario are open for business;

     (c)  "Effective  Date" means any date upon which the Offeror  takes up
          and pays for Shares under the Offer;

     (d)  "Materially Adverse" has the meaning ascribed to such term in the
          Support Agreement;

     (e)  "material fact",  "material change" and  "misrepresentation"  are
          used as defined under the Securities Act (British Columbia); and

     (f)  "Shares"  shall  include  any shares into which the Shares may be
          reclassified,  subdivided,  consolidated  or  converted  and  any
          rights and benefits arising therefrom including any extraordinary
          distributions  of securities  which may be declared in respect of
          the Shares.

or the purposes of this  Agreement,  if the last day of a period of days is
not a business day, the period shall be extended to the next  following day
which is a business day.

6.10 SPECIFIC PERFORMANCE AND OTHER EQUITABLE RIGHTS.
     -----------------------------------------------

Each of the parties  recognizes and acknowledges  that this Agreement is an
integral  part of the  transactions  contemplated  in the  Offer,  that the
Offeror's Parent would not contemplate causing the Offer to be made and the
Shareholder would not agree to its covenants to the Offeror's Parent herein
and to  irrevocably  deposit the  Shareholder's  Shares to the Offer unless
this  Agreement  was executed and that a breach by a party of any covenants
or other commitments contained in this Agreement will cause the other party
to sustain injury for which it would not have an adequate remedy at law for
money damages.  Therefore,  each of the parties agrees that in the event of
any such  breach,  the  aggrieved  party shall be entitled to the remedy of
specific  performance of such covenants or commitments  and preliminary and
permanent  injunctive and other  equitable  relief in addition to any other
remedy to which it may be  entitled,  at law or in equity,  and the parties
further agree to waive any  requirement  for the securing or posting of any
bond in connection  with the obtaining of any injunctive or other equitable
relief.

6.11 NOTICES.
     -------

Any notice  required or permitted to be given  hereunder  shall be written,
and shall be either  (i)  personally  delivered,  (ii) sent by a  reputable
common carrier  guaranteeing  next business day delivery,  or (iii) sent by
facsimile,  to the respective  addresses of the parties set forth below, or
to such other  place as any party  hereto may by notice  given as  provided
herein designate for receipt of notices hereunder. Any such notice shall be
deemed given and  effective  upon receipt or refusal of receipt  thereof by
the primary party to whom it is to be sent.

     (a)  If to the Offeror's Parent or the Offeror, addressed as follows:

          Honeywell International Inc.
          101 Columbia Road
          Morristown, NJ  07962

          Attention:    Senior Vice President and General Counsel

          Facsimile:    (973) 455-4217

     with a copy to:

          Honeywell International Inc.
          1600 Utica Avenue S
          Suite 300
          St. Louis Park, MN  55416

          Attention:    Vice President and General Counsel -
                        Automation and Control Solutions

          Facsimile:    (952) 656-1231

     with a further copy to:

          Osler, Hoskin & Harcourt LLP
          Box 50, 1 First Canadian Place
          Toronto, ON  M5X 1B8

          Attention:    Stephen Arnold

          Facsimile:    (416) 862-6615

     (b)  to the Shareholder, addressed as follows:

          Opinder Singh Gill

          1043 53 St. E
          Vancouver, B.C.
          V5X 1J7

     with a copy to:

          Harris and Company
          14th Floor, Bentall 5
          550 Burarrd Street
          Vancouver, BC  V6C 2B5

          Attention:    Mr. Naz Mitha

          Facsimile:    (604) 684-6632

     and, solely for information purposes, to:

          McCarthy Tetrault LLP
          1300 - 777 Dunsmuir Street
          Vancouver, BC  V7Y 1K2

          Attention:    Tim McCafferty

          Facsimile:    (604) 622-5680

6.12 EXPENSES.
     --------

Each of the parties shall pay all of its own legal,  financial advisory and
accounting costs and expenses  incurred in connection with the preparation,
execution and delivery of this Agreement and all documents and  instruments
executed  or  prepared  pursuant  hereto and any other  costs and  expenses
whatsoever and howsoever incurred.

6.13 SEVERABILITY.
     ------------

If any term or other  provision of this  Agreement  is invalid,  illegal or
incapable of being enforced by any rule of law or public policy,  all other
conditions and provisions of this Agreement  shall  nevertheless  remain in
full force and effect so long as the  economic  or legal  substance  of the
transactions  contemplated  hereby is not affected in any manner materially
adverse  to any  party.  Upon  such  determination  that  any term or other
provision is invalid,  illegal or incapable of being enforced,  the parties
hereto  shall  negotiate  in good faith to modify this  Agreement  so as to
effect the  original  intent of the  parties as closely as  possible  in an
acceptable manner to the end that the transactions  contemplated hereby are
fulfilled to the fullest extent possible.

       [The remainder of this page has intentionally been left blank]

6.14 COUNTERPARTS.
     ------------

This Agreement may be executed by facsimile signature, or otherwise, in two
or more  counterparts,  all of which taken  together  will  constitute  one
binding agreement.

                                 HONEYWELL INTERNATIONAL INC.

                                   By: /s/ Anne T. Madden
                                       --------------------
                                       Anne T. Madden,
                                       Vice President-Corporate Planning
                                       and Development

Agreed and accepted as of this 10th day of October, 2003.

                                    /s/ Opinder Singh Gill
                                    ------------------------
                                    /s/ Opinder Singh Gill

                                                                   SCHEDULE 1
                                                                   ----------

SHAREHOLDERS NON-COMPETITION AND NON-SOLICITATION COVENANTS

1.   ACKNOWLEDGEMENT.
     ---------------

The Offeror's  Parent is a leading global  manufacturer of security systems
and products for home, business and specialty  applications and the Offeror
has agreed to acquire all of the  outstanding  common shares of the Company
for an amount that is  substantially  in excess of the current share price.
By virtue of his position with the Company the  Shareholder  has maintained
close  working  relationships  with  the  customers,   clients,  suppliers,
distributors, consultants, agents and employees of the Company, and is in a
position to irreparably harm the Company and the Offeror's Parent should he
make use of the specialised  knowledge,  contacts and connections that were
obtained  because  of his  position  with the  Company  or the  specialised
knowledge,  contacts and connections  that will be obtained  because of his
future position with the Offeror's Parent.

The Shareholder  acknowledges and agrees that because he and others will be
receiving an amount that is  substantially  in excess of the current  share
price the following  covenants and restrictions are reasonable and valid in
terms of  time,  scope  of  activities  and  geographical  limitations  and
understands and agrees that they are vital  consideration  for the purposes
of the Offeror acquiring the shares of the Company.

2.   NON-COMPETITION AND NON-SOLICITATION.
     ------------------------------------

The  Shareholder  will not for a period of eighteen months from the date on
which  such  Shareholder's  employment  with the  Offeror's  Parent  or its
Affiliates is terminated  (such date, the  "Termination  Date") without the
Offeror's  express  written  consent,  either  as  an  individual,   or  in
conjunction  with any other  person,  firm,  corporation,  or other entity,
whether  acting as a  principal,  agent,  employee,  consultant,  or in any
capacity whatsoever:

(a)  engage in or in any way be concerned  with any business or  enterprise
     relating  to the  manufacture,  sales  or  installation  of  video  or
     DVR/digital  CCTV security  systems and security  products for home or
     business (the "CCTV Business") in any of the provinces and territories
     of  Canada,  and the states and  territories  of the United  States of
     America;  provided,  however,  the  foregoing  shall  not be deemed to
     prohibit the Shareholder from being employed by a corporation or other
     entity in a position  wholly  unrelated to the  manufacture,  sales or
     installation  of security  systems and  security  products for home or
     business merely because such corporation or other entity is engaged in
     the CCTV Business.

(b)  solicit,  attempt to solicit, call upon, or accept the business of any
     firm,  person or company who is or,  during a 18 month period prior to
     the Termination Date, was a customer,  client, supplier or distributor
     of the Company or, with respect to the CCTV  Business,  the  Offeror's
     Parent (or any of its Affiliates);

(c)  take  advantage  of,  derive a benefit or  otherwise  profit  from any
     business  opportunities  that the  Shareholder  became aware of in the
     course of employment  with the Company or the Offeror's  Parent or any
     of its  Affiliates  even if the Offeror does not take  advantage of or
     exploit such opportunities;

(d)  take any action as a result of which relations  between the Company or
     the Offeror's Parent (or any of its Affiliates),  on the one hand, and
     its  consultants,   customers,   clients,   suppliers,   distributors,
     employees or others, on the other hand, may be impaired or which might
     otherwise be  detrimental  to the business  interests or reputation of
     the Company or the Offeror's Parent (or any of its Affiliates);

(e)  solicit,  attempt  to  solicit,  or  communicate  in any way  with any
     employees or  consultants  of the Company or the Offeror's  Parent (or
     any of its  Affiliates)  for the  purpose  of  having  such  employees
     employed or in any way engaged by another person,  firm,  corporation,
     or other entity; or

(f)  hire, whether as an employee,  consultant or otherwise, any person who
     as of  the  date  on  which  the  Shareholder's  employment  with  the
     Offeror's  Parent or its  Affiliates is terminated was employed by the
     Company or the Offeror's Parent (or any of its Affiliates),  or who at
     any time was  employed  or  engaged by the  Company  or the  Offeror's
     Parent  (or any of its  Affiliates)  in the 12  months  preceding  the
     Termination Date.

                                                                  Exhibit 5

                                                           [EXECUTION COPY]

                             SUPPORT AGREEMENT
                             -----------------

THIS AGREEMENT made the 10th day of October, 2003,

BETWEEN

               678669 B.C. LTD., a corporation incorporated under the laws
               of British Columbia

               (the "Offeror")

AND:

               HONEYWELL INTERNATIONAL INC., a corporation incorporated
               under the laws of Delaware

               ("Offeror's Parent")

AND:

               SILENT WITNESS ENTERPRISES LTD., a company incorporated
               under the laws of British Columbia

               ("Company")

WHEREAS:

A.   Offeror's Parent has taken the initiative of organizing and
     incorporating the Offeror for the purposes contemplated in this
     Agreement;

B.   The Offeror and Offeror's Parent wish to make a takeover bid, through
     the Offeror, for all of the outstanding Common Shares at a price per
     share of $11.27, assuming that there will be no more than 7,952,952
     Common Shares outstanding at the expiry of the bid (which number of
     Common Shares shall be reduced by any Options which are surrendered to
     the Company for cancellation and payment in cash in lieu of exercise
     and cancelled pursuant to such surrender or share appreciation rights
     that are settled by a cash payment without issuance of Common Shares),
     and based upon the representations and warranties of the Company made
     in this Agreement;

C.   The Board of Directors has unanimously determined to recommend
     acceptance of the Offer to the shareholders of the Company and for the
     Company to cooperate with the Offeror and take all reasonable action
     not inconsistent with the fiduciary obligations of the directors of
     the Company to support the Offer, all on the terms and subject to the
     conditions contained herein;

D.   The Offeror's Parent has, concurrently with the execution of this
     Agreement, entered into deposit agreements with Rob Bakshi, Vinod
     Bakshi and Tom Gill, setting forth the terms and conditions upon which
     such shareholders shall irrevocably deposit, or cause to be deposited,
     under the Offer all such holders' current and subsequently acquired
     Common Shares; and

E.   The Board of Directors has unanimously determined that it would be in
     the best interests of the Company to enter into this Agreement;

NOW THEREFORE, in consideration of the mutual covenants and agreements
herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by each party, the parties
agree as follows:

                                 ARTICLE 1
                                 THE OFFER

1.1       THE OFFER

     (a)  Subject to the terms and conditions of this Agreement, the
          Offeror and Offeror's Parent shall promptly publicly announce
          and, on a day no later than October 28, 2003, issue and mail the
          Offer in accordance with the Applicable Laws. Under the Offer,
          the Offeror shall offer to purchase all the outstanding Common
          Shares, including Common Shares issuable upon the conversion,
          exchange or exercise of any (i) options to acquire Common Shares
          (the "Options") and (ii) other rights, warrants or entitlements
          to acquire Common Shares, at a price of $11.27 in cash per Common
          Share.

     (b)  The Offer will provide that the obligations of the Offeror to
          take-up and pay for Common Shares will be subject only to the
          satisfaction or waiver of the Bid Conditions set out on Exhibit
          II, including the Minimum Condition.

     (c)  The Offer will be made in accordance with the Applicable Laws and
          applicable securities legislation in other jurisdictions in
          Canada and in the United States where registered holders of
          Common Shares are located, be in the English and, if necessary
          under the laws of the province of Quebec, French language, be
          signed by both the Offeror and Offeror's Parent, as offerors, and
          the initial expiration date and time will be (i) not earlier than
          4:30 p.m. (Vancouver time) on a date 36 days after the date the
          Offer is first published or sent or given to holders of Common
          Shares and (ii) not later than 4:30 p.m. (Vancouver time) on a
          date 40 days after the date the Offer is first published or sent
          or given to holders of Common Shares, subject to the right of the
          Offeror to extend the period during which Common Shares may be
          deposited under the Offer if any of the Bid Conditions are not
          satisfied on the initial expiry date of the Offer. The Offeror
          and Offeror's Parent shall use their reasonable best efforts to
          consummate the Offer and take up and pay for the Common Shares
          validly deposited thereunder and not withdrawn, subject only to
          the terms and conditions thereof and hereof. In the event that
          the condition set forth in paragraphs (a) or (b) of the Bid
          Conditions is not satisfied by the initial expiration date, the
          Offeror and Offeror's Parent shall extend the Offer, and continue
          to extend the Offer, until at least January 31, 2004 (provided
          that at least 75% of the outstanding Common Shares on a
          fully-diluted basis other than Common Shares already held at the
          date of the Offer by, or by a nominee for, the Offeror or its
          affiliates have been validly deposited and not withdrawn) or such
          earlier date on which such conditions may be satisfied or on
          which it is determined by the Offeror that such conditions cannot
          be satisfied.

     (d)  Subject to the terms of the Offer and this Agreement and the
          satisfaction or waiver of all the Bid Conditions as of any
          expiration date, the Offeror shall within the time periods
          required by Applicable Laws take-up, accept for payment and pay
          for all Common Shares validly tendered and not properly withdrawn
          pursuant to the Offer as soon as practicable after such
          expiration date of the Offer.

     (e)  It is understood and agreed that the Offeror and Offeror's Parent
          may, in their sole discretion, modify or waive any term or
          condition of the Offer, provided that the Offeror and Offeror's
          Parent shall not, without the consent of the Company:

          (i)    increase the number or percentage of Common Shares
                 required to satisfy the Minimum Condition or decrease the
                 number or percentage of Common Shares required to satisfy
                 the Minimum Condition below 50% of the outstanding Common
                 Shares, decrease the consideration per Common Share
                 payable under the Offer, change the form of consideration
                 payable under the Offer (other than to add additional
                 consideration) or decrease the number of Common Shares
                 sought under the Offer;

          (ii)   impose additional material conditions to the Offer;

          (iii)  in the event all of the Bid Conditions are satisfied or
                 waived, extend the period during which Common Shares may
                 be deposited under the Offer without taking up and paying
                 for Common Shares validly deposited thereunder and not
                 withdrawn except as required by Applicable Law; or

          (iv)   modify or amend the Offer or any terms thereof in any
                 manner adverse to the holders of Common Shares.

     (f)  The Offer Documents will comply in all material respects with
          Applicable Laws and, on the date filed with applicable securities
          regulatory authorities, and on the date first published, sent or
          given to the holders of Common Shares, shall not contain any
          untrue statement of a material fact or omit to state any material
          fact required to be stated therein or necessary in order to make
          the statements made therein, in light of the circumstances under
          which they were made, not misleading, except that no warranty or
          representation is made by the Offeror or Offeror's Parent with
          respect to information supplied by the Company for inclusion in
          the Offer Documents. The Offeror and Offeror's Parent will give
          the Company a reasonable opportunity to review and comment upon a
          draft copy of any Offer Document to be filed prior to any such
          filing and will provide the Company in writing any comments or
          response the Offeror or Offeror's Parent (or their
          representatives) may receive from or send to the applicable
          securities regulatory authorities with respect to the Offer
          Documents promptly after the receipt or before the sending of
          such comments or response. Each of the Offeror and Offeror's
          Parent, on the one hand, and the Company, on the other hand,
          agree promptly to correct any information provided by them for
          use in the Offer Documents if and to the extent that it shall
          have become false or misleading in any material respect, and the
          Offeror and Offeror's Parent further agree to take all steps
          necessary to cause the Offer Documents as so corrected to be
          filed with the applicable securities regulatory authorities and
          to be disseminated to the holders of Common Shares, in each case
          as and to the extent required by Applicable Laws.

1.2       CONDITIONS TO THE OFFEROR'S AND OFFEROR'S PARENT'S OBLIGATION TO
          MAKE THE OFFER

     (a)  The obligation of the Offeror and Offeror's Parent to make the
          Offer is conditional on the prior satisfaction of the following
          conditions:

          (i)    the obligations of the Offeror hereunder shall not have
                 been terminated pursuant to section 4.3;

          (ii)   no circumstance, fact, change, event or occurrence caused
                 by a person other than the Offeror or Offeror's Parent
                 shall have occurred that would render it impossible for
                 one or more of the Bid Conditions to be satisfied;

          (iii)  the Board of Directors shall have received the advice of
                 its financial advisors and unanimously:

                 A.   determined that the Offer is fair to the holders of
                      Common Shares; and

                 B.   resolved to recommend that holders of Common Shares
                      accept the Offer and not withdraw or change such
                      recommendation in a manner that has substantially the
                      same effect as a withdrawal of it;

          (iv)   the Board of Directors shall have made the determinations
                 set forth in section 1.3(a) (and such determinations shall
                 still be in effect) and have resolved to waive the
                 provisions of the Company's Rights Plan in respect of the
                 Offer in a manner reasonably satisfactory to Offeror's
                 Parent;

          (v)    the Company shall terminate or waive, irrevocably, the
                 standstill provisions contained in the Confidentiality
                 Agreement; and

          (vi)   no cease trade order, injunction or other prohibition at
                 law shall exist against the Offeror making the Offer or
                 taking up or paying for Common Shares deposited under the
                 Offer.

     (b)  The foregoing conditions are for the sole benefit of the Offeror
          and Offeror's Parent and any or all of them may be waived by them
          in whole or in part in their sole discretion without prejudice to
          any other right they may have under this Agreement, which
          conditions shall be deemed to have been satisfied upon the Offer
          being made.

1.3       COMPANY ACTIONS

     (a)  The Company hereby represents that the Board of Directors, upon
          consultation with its advisors, has unanimously:

          (i)    determined that the Offer is fair to the holders of Common
                 Shares and is in the best interests of the Company and the
                 holders of Common Shares;

          (ii)   approved this Agreement and resolved to recommend that
                 holders of Common Shares accept the Offer and has not
                 withdrawn or changed such recommendation in a manner that
                 has substantially the same effect as a withdrawal of it;
                 and

          (iii)  resolved to waive the application of the Company's Rights
                 Plan in respect of the Offer;

          provided that the Offer does not differ in any material respect
          from the terms and conditions of the Offer as contemplated
          herein.

     (b)  The Company shall prepare and make available for mailing as soon
          as practicable after the date the Offer is made a Directors'
          Circular, and in any event within the time period required by
          Applicable Laws, prepared in accordance with all Applicable Laws,
          containing a recommendation to accept the Offer and the Company
          shall use its best efforts to mail the Directors' Circular on the
          same date that the Offer is mailed.

     (c)  The Directors' Circular will comply in all material respects with
          Applicable Laws and, on the date filed with the applicable
          securities regulatory authorities, and on the date first
          published, sent or given to the holders of Common Shares, will
          not contain any untrue statement of a material fact or omit to
          state any material fact required to be stated therein or
          necessary in order to make the statements made therein, in light
          of the circumstances under which they were made, not misleading,
          except that no representation is made by the Company with respect
          to information supplied by the Offeror or Offeror's Parent for
          inclusion in the Directors' Circular. The Company will give the
          Offeror or Offeror's Parent a reasonable opportunity to review
          and comment upon a draft copy of the Directors' Circular prior to
          its filing (recognizing that the contents of the Directors'
          Circular are the sole responsibility of the Board of Directors)
          and will provide the Offeror or Offeror's Parent in writing any
          comments or response the Company (or their representatives) may
          receive from or send to the applicable securities regulatory
          authorities with respect to the Directors' Circular promptly
          after the receipt or before the sending of such comments or
          response. Each of the Company, on the one hand, and the Offeror
          and Offeror's Parent, on the other hand, agree promptly to
          correct any information provided by them for use in the
          Directors' Circular if and to the extent that it shall have
          become false or misleading in any material respect, and the
          Company further agrees to take all steps necessary to cause the
          Directors' Circular as so corrected to be filed with applicable
          securities regulatory authorities and to be disseminated to the
          holders of Common Shares, in each case as and to the extent
          required by Applicable Laws.

1.4       COMPANY TO COOPERATE IN MAKING OF THE OFFER

     (a)  The Company shall cause its registrar and transfer agent to
          provide the Offeror with a list of the holders of Common Shares
          and a list of participants in book-based nominee registrants such
          as CDS & Co. together with their addresses and respective
          holdings of Common Shares, and such other information as the
          Offeror may reasonably request in connection with communicating
          the Offer to record and beneficial owners of Common Shares.

     (b)  The Company shall provide the Offeror with the names, addresses
          and holdings of all persons having rights to acquire Common
          Shares and the details of such rights.

     (c)  Subject to Applicable Laws, the Company shall from time to time
          furnish the Offeror with such additional information in the
          possession of or within the control of the Company as the Offeror
          may reasonably request in order for the Offeror to be able to
          communicate the Offer to the holders of the Common Shares and to
          such other persons as are entitled to receive the Offer under the
          Applicable Laws, including updated or additional lists of holders
          of Common Shares and lists of securities positions.

1.5       COMPANY DIRECTORS

          Promptly upon the purchase by the Offeror pursuant to the Offer
of such number of Common Shares which, together with the Common Shares held
by or on behalf of the Offeror and Offeror's Parent, represents at least a
majority of the outstanding Common Shares, and from time to time
thereafter, the Offeror shall be entitled to designate such number of
directors of the Board of Directors and any committees thereof (rounded up
to the next whole number of directors) as is proportionate (determined
after giving effect to the directors to be appointed or elected under this
section) to the percentage of outstanding Common Shares beneficially owned
by or on behalf of the Offeror and Offeror's Parent, and the Company shall
not frustrate the Offeror's attempts to do so and shall cooperate with the
Offeror to enable the Offeror's designees to be elected or appointed to the
Board of Directors, including, without limitation, at the request of the
Offeror, by using its best efforts to increase the number of directors
comprising the Board of Directors and/or securing the resignations of such
number of directors as is necessary to cause the Offeror's designees to be
so elected or appointed.

1.6       SECOND-STEP TRANSACTION

          The Offeror and Offeror's Parent covenant and agree that upon
Common Shares being taken up and paid for under the Offer, the Offeror
shall utilize the Compulsory Acquisition provision in respect of Common
Shares not tendered under the Offer if permitted to do so under the Act. If
the Offeror is unable to use such Compulsory Acquisition provision, the
Offeror will propose an alternate arrangement, which may include, without
limitation, a statutory arrangement, amalgamation, merger, or other
combination ("Second-Step Transaction") of the Company with the Offeror or
an affiliate of the Offeror within 180 days after the Offeror takes up and
pays for Common Shares under the Offer on terms and conditions to be
determined by the Offeror, provided that the Offeror agrees that if any
Second-Step Transaction is effected it will provide that the holders of any
Common Shares, other than the Offeror and Offeror's Parent, shall be
entitled to receive consideration per share in cash or the right to receive
cash within 35 days following the approval of the Second-Step Transaction
at least equal to the amount paid per share under the Offer. Nothing herein
shall be construed to prevent the Offeror or Offeror's Parent from
acquiring, directly or indirectly, additional Common Shares in the open
market, in privately negotiated transactions, in another takeover bid or
exchange offer, or otherwise in accordance with Applicable Laws, following
taking up and paying for Common Shares under the Offer. In the case of a
Second-Step Transaction, under the direction of the Offeror, the Company
shall cooperate in the calling of the necessary shareholder meeting and in
making any necessary regulatory and court applications. The Offeror shall
prepare the drafts of the documentation required for any such transaction,
with the Company and its advisors being entitled to participate in their
preparation.

1.7       EMPLOYMENT AND SEVERANCE AGREEMENTS

          After the Offeror takes up and pays for Common Shares under the
Offer, the Offeror and Offeror's Parent shall cause the Company and any
successor of the Company to agree to honour and comply with the terms of
all existing employment and severance agreements and policies to which the
Company is subject or by which it is bound, as the same may be amended or
modified as permitted hereunder. The Company Disclosure Schedule contains a
true and complete list of all existing severance agreements and written
employment agreements and policies to which the Company is subject or by
which it is bound, true and complete copies of which severance agreements
and written employment agreements have been provided to Offeror's Parent.

                                 ARTICLE 2
                       REPRESENTATIONS AND WARRANTIES

2.1       REPRESENTATIONS AND WARRANTIES OF THE OFFEROR AND OFFEROR'S PARENT

          The Offeror and Offeror's Parent hereby jointly and severally
represent and warrant to the Company as to those matters set forth in
Exhibit III and acknowledge that the Company is relying upon those
representations and warranties in entering into this Agreement.

2.2       REPRESENTATIONS AND WARRANTIES OF THE COMPANY

          The Company hereby represents and warrants to the Offeror and
Offeror's Parent as to those matters set forth in Exhibit IV and
acknowledges that the Offeror and Offeror's Parent are relying upon those
representations and warranties in entering into this Agreement.

2.3       INVESTIGATION

          No investigation by or on behalf of any party prior to the date
of this Agreement shall mitigate, diminish or affect the representations
and warranties made by any other party.

2.4       KNOWLEDGE

          Any reference in this Agreement to the "knowledge" of the Company
shall mean to the best of the actual knowledge, information and belief of
any of the Senior Management of the Company after due inquiry.

                                 ARTICLE 3
                            CONDUCT OF BUSINESS

3.1       CONDUCT OF BUSINESS OF THE COMPANY PENDING COMPLETION OF THE OFFER

The Company covenants and agrees that from the date hereof and until the
earlier of (i) the time that the Offeror takes up and pays for Common
Shares under the Offer and (ii) the expiry, termination or withdrawal of
the Offer, except as consented to or approved by Offeror's Parent or as
otherwise expressly contemplated or permitted by this Agreement, the
Company shall not, and shall not permit any of its Subsidiaries to:

     (a)  alter any of the provisions of the constating documents of the
          Company or any of the Subsidiaries of the Company;

     (b)  resolve to consolidate, subdivide, reclassify, alter or reduce
          its share capital in any way or repurchase, redeem or otherwise
          acquire any of its shares;

     (c)  except as provided in section 3.3, make an allotment of, or
          issue, reissue or sell, any Common Shares or Preference Shares,
          or grant (including a grant under any plan existing as of the
          date hereof), or amend (other than the amendment of any Options
          outstanding at the date of this Agreement to accelerate the
          vesting of such Options, to the extent such Options are not
          otherwise fully vested or exercisable in full, or to permit the
          payment to the holder thereof, in cash representing, for each
          share the holder has the right to acquire under the Option, the
          excess of the price to be paid for the Common Shares under the
          Offer (as the same may be increased or varied from time to time)
          over the exercise price thereof, the terms of, any Option, right
          or warrant to subscribe for or acquire, any of its shares or
          issue securities convertible or exchangeable into or for its
          shares;

     (d)  other than in the ordinary course of business consistent with
          past practice, purchase or otherwise acquire or sell, transfer,
          lease, exchange or otherwise dispose of any material assets or
          material properties;

     (e)  except pursuant to existing Indebtedness or renewal or
          replacement Indebtedness for a principal amount approximately the
          same (or less) as the principal amount of the Indebtedness
          renewed or replaced, incur or become liable upon any
          Indebtedness;

     (f)  except as disclosed in the Company Disclosure Schedule, pledge,
          lien, restrict, mortgage, charge, enter into any title retention
          agreement, or otherwise encumber any property or assets of the
          Company or any Subsidiary of the Company;

     (g)  except as disclosed in the Company Disclosure Schedule, enter
          into any agreement, whatsoever, to sell, transfer, exchange,
          encumber or otherwise dispose of the lands which are the subject
          of the Land Exchange Agreement;

     (h)  except as disclosed in the Company Disclosure Schedule, license
          or otherwise alienate or encumber in any manner, any of the Owned
          Intellectual Property or other proprietary technology;

     (i)  declare or pay any dividends, including for the purpose of
          effecting a share subdivision, or make any payment or
          distribution with respect to its shares;

     (j)  except as disclosed in the Company Disclosure Schedule or
          pursuant to existing employment, pension, termination or
          compensation agreements, arrangements, plans or policies, grant
          or agree to pay any bonuses, salary increases, severance or
          termination pay or enter into or modify any employment,
          retention, change of control, collective bargaining, bonus,
          incentive compensation or other compensation or benefit plan,
          policy, agreement, trust, fund, entitlement or arrangement with,
          for or in respect of, any director or officer of the Company or
          any of its Subsidiaries other than reasonable compensation
          arrangements for members of the special committee formed to
          consider the Offer as may be approved by the Board of Directors;

     (k)  except as disclosed in the Company Disclosure Schedule or
          pursuant to existing employment, pension, termination or
          compensation agreements, arrangements, plans or policies (in each
          case, true and complete copies of which written agreements have
          been provided to Offeror's Parent) in the case of employees who
          are not officers or directors of the Company or any of its
          Subsidiaries, grant or agree to pay any bonuses, salary
          increases, severance or termination pay or increase any benefits
          or any consideration payable under any benefit plan, policy,
          agreement, trust, fund, arrangement or welfare plan for the
          benefit of any employee or employees of the Company or any of its
          Subsidiaries in effect on the date hereof;

     (l)  except as disclosed in the Company Disclosure Schedule or as
          required by applicable law, enter into or modify in any material
          respect any material contract or agreement of which the Company
          or any Subsidiary of the Company has the benefit;

     (m)  except in the ordinary course of business consistent with past
          practice or as disclosed in the Company Disclosure Schedule,
          enter into, or amend (such that such amendment has the effect set
          forth in clause (i) or (ii) below) any instrument or transaction
          (i) pursuant to which the aggregate financial obligation of the
          Company or a Subsidiary or the value of the services to be
          provided could exceed $100,000, or (ii) which is not terminable
          upon no more than 90 days' notice by the Company or the
          Subsidiary involved without penalty in excess of $100,000,
          except, in each case, as required pursuant to the terms of
          agreements as in effect on the date hereof (in which case the
          Company shall promptly notify Offeror's Parent) (it being
          understood that the exceptions set forth in this paragraph (m)
          shall not expand the scope of any exception or permit any actions
          in any way that is otherwise specifically restricted by this
          Section 3.1);

     (n)  enter into, amend, modify, terminate or waive any material rights
          under any material contract or any material agreement or other
          material obligation that restricts, in any material respect, the
          activities of the Company or a Subsidiary of the Company or
          amend, modify, terminate or waive any such right, agreement or
          obligation that restricts in any material respect any other
          person; or

     (o)  except as disclosed in the Company Disclosure Schedule,
          amalgamate or merge with any other person or resolve that it be
          wound up or permit the making of any court order for the winding
          up or dissolution of the Company or any of its Subsidiaries,
          adopt any plan of liquidation, dissolution, merger,
          consolidation, share exchange, restructuring, recapitalization or
          other fundamental reorganization, appoint or permit the
          appointment of a liquidator, receiver or trustee in bankruptcy
          for the Company or any Subsidiary of the Company or in respect of
          the assets of the Company or any Subsidiary of the Company;

     (p)  acquire by amalgamation, merger or consolidation with, purchasing
          substantially all of the assets (provided that such assets are in
          excess of $100,000) of or otherwise, any business of any
          corporation, partnership, association or other business
          organization, or division thereof;

     (q)  except as disclosed in the Company Disclosure Schedule, enter
          into any transaction or arrangement with or incur any
          indebtedness, liability or obligation to any director or officer,
          former director or officer or employee of the Company or any
          Subsidiary, or any other person not dealing at arm's length
          (within the meaning of the Income Tax Act (Canada)) with, the
          Company or any Subsidiary or any affiliate of the foregoing; or

     (r)  except as disclosed in the Company Disclosure Schedule, commence
          or settle any litigation, claims, investigations, grievances or
          proceedings, including appeals and applications for review,
          involving the Company or any Subsidiary of the Company.

3.2       POSITIVE COVENANTS

The Company agrees with the Offeror and Offeror's Parent that (except as
expressly contemplated by this Agreement or as otherwise consented to or
approved by the Offeror and Offeror's Parent in writing) prior to the
earlier of (i) the time that the Offeror takes up and pays for Common
Shares under the Offer and (ii) the expiry, termination or withdrawal of
the Offer, the Company shall:

     (a)  carry on its business and cause each of its Subsidiaries to carry
          on its business in the ordinary course consistent with past
          practice;

     (b)  promptly and in any case within 24 hours advise Offeror's Parent
          of (i) any change in the financial condition, operations,
          business or capital of the Company or any of its Subsidiaries
          that is Materially Adverse to the Company (ii) any withdrawal or
          change that has substantially the same effect as a withdrawal of
          the recommendation or approval of any member or members of the
          Board of Directors with respect to the determinations set forth
          in section 1.3(a);

     (c)  use its best efforts to maintain the current insurance policies
          of it and its Subsidiaries and not allow such policies to be
          cancelled or terminated or any other coverage thereunder to
          lapse, unless at the same time as such termination, cancellation
          or lapse, replacement policies underwritten by one or more
          insurance companies of nationally recognized standing providing
          coverage comparable to or greater than the coverage under the
          cancelled, terminated or lapsed policies, if available, for
          reasonably similar premiums are in full force and effect;

     (d)  use, and cause each of its Subsidiaries to use, its commercially
          reasonable efforts to preserve intact their respective business
          organizations and goodwill, to keep available the services of
          their respective officers and employees as a group and to
          maintain satisfactory relationships with suppliers, distributors,
          customers and others with whom they have business relationships
          and inform Offeror's Parent orally and in writing promptly and in
          any case within 24 hours if any member of the Senior Management
          of the Company or any other officer submits a resignation;

     (e)  pay all material accounts payable and other material obligations
          (including, for greater certainty, all insurance premiums and
          Taxes, including instalments on account of taxes, when they
          become due and payable and also including withholding, collecting
          and remitting Taxes on a timely basis) in the ordinary course of
          business consistent with past practice, except if the same are
          contested in good faith, and, in the case of the failure to pay
          any material accounts payable or other material obligations which
          are contested in good faith, only after consultation with
          Offeror's Parent;

     (f)  duly and timely make or prepare all Tax Returns required to be
          made or prepared by it, duly and timely file all Tax Returns
          required to be filed by it with the appropriate governmental
          authority and duly, completely and correctly report all income
          and all other amounts and information required to be reported
          thereon;

     (g)  duly and timely comply with all requirements of applicable
          securities laws (including, without limitation, the timely and
          complete filing pursuant to applicable Canadian securities laws
          of the Company's Annual Information Form for the fiscal year
          ended July 31, 2003);

     (h)  following the making of the Offer (other than during the pendency
          of a Competing Proposal being considered by the board of
          directors of the Company), permit Offeror's Parent and its
          representatives, provided they do not interfere with the ordinary
          conduct of the Company's business, upon reasonable notice to and
          prior consultation with, Rob Bakshi, Tom Gill or any designee
          thereof, to have reasonable access during normal business hours
          to (i) the Real Property, (ii) all other locations where books
          and records or other material relevant to the business of the
          Company and its Subsidiaries are stored, (iii) all the books and
          records, and (iv) the properties and assets used by the Company,
          and provided that (A) Offeror's Parent and its representatives
          will not contact employees of the Company or its Subsidiaries
          except after prior consultation with Rob Bakshi, Tom Gill or any
          designee thereof; (B) except as disclosed in the Company
          Disclosure Schedule, Offeror's Parent and its representatives
          will not be entitled to contact suppliers, distributors,
          customers and others with whom the Company and its Subsidiaries
          have business relationships without the express approval of Rob
          Bakshi, Tom Gill or any designee thereof; and (C) notwithstanding
          the foregoing, the Company shall not be required to disclose (x)
          any information, records, files or other data to Offeror's Parent
          where prohibited by any applicable laws (it being understood that
          if any consent of any person or governmental authority is
          required to permit the Company or any of the Subsidiaries to
          release any information to Offeror's Parent, the Company shall
          make all reasonable efforts to obtain such consent as soon as
          possible); and (y) any of the Company's management or Board of
          Directors' materials relating to the assessment or evaluation of
          the transactions contemplated hereby or any Competing Proposal
          proposed by any other person) nor any information supplied by any
          of its officers, directors, employees, financial advisors, legal
          advisors, auditors, representatives or agents or other advisors
          in connection therewith or any confidentiality agreement made
          between the Company and any other person in respect of any
          Competing Proposal;

     (i)  provide the Offeror, Offeror's Parent, and their respective
          employees, agents, contractors, and subcontractors with access to
          the property owned by Company located at 14962-56th Avenue,
          Surrey, British Columbia, for the purpose of performing an
          environmental investigation of such property, at the sole cost
          and expense of the Offeror and Offeror's Parent, including
          without limitation, such soil, surface water, and groundwater
          studies as may be necessary to assess the environmental condition
          of such property;

     (j)  duly and timely furnish Offeror's Parent on a monthly basis with
          copies of unaudited monthly financial and operating statements of
          the Company and the Subsidiaries as prepared under the direction
          of senior management of the Company;

     (k)  duly and timely, upon request by Offeror's Parent or Offeror's
          Parent counsel, execute and deliver to Offeror's Parent all
          necessary consents and authorizations to permit Offeror's Parent
          to have inspections made or have existing records released to
          Offeror's Parent by the municipal building and zoning department,
          fire department, public works, environmental agencies, the
          elevator inspections branch of the provincial or territorial
          department of labour and other appropriate authorities as
          Offeror's Parent may consider advisable; and

     (l)  use its best efforts to perform or comply with, in all respects,
          all its obligations and covenants under this Agreement
          (including, without limitation, the obligations of the Company
          set forth in section 3.6).

3.3       PERMITTED TRANSACTIONS

          Nothing in this Agreement will restrict the ability of the
Company or its Subsidiaries to:

     (a)  subject to the restriction in section 3.1(c) against granting, or
          amending the terms of, any Options, issue or transfer Common
          Shares upon the exercise of any Option granted prior to the date
          of this Agreement;

     (b)  incur and pay the Transaction Expenses.

3.4       OFFEROR NOT TO MANAGE OR CONTROL THE COMPANY'S BUSINESS

          The Offeror and Offeror's Parent acknowledge and agree that
nothing contained in this Agreement shall give or be deemed to give the
Offeror or Offeror's Parent, directly or indirectly, the right to control
or direct the management of the Company's operations prior to the time the
Offeror takes up and pays for the Common Shares and the Company shall
continue to exercise, subject to the terms and conditions of this
Agreement, complete control, direction and supervision over its business
and operations.

3.5       OFFICERS' AND DIRECTORS' INSURANCE AND INDEMNIFICATION

     (a)  The parties agree that, notwithstanding any other provision of
          this Agreement, the Offeror or Offeror's Parent may secure
          non-cancellable prepaid officers' and directors' liability
          insurance covering the officers and directors of the Company and
          its Subsidiaries on a six year "trailing" or "run-off" basis on
          terms no less favourable (as determined by the parties acting
          reasonably), to the extent available on reasonable commercial
          terms and permitted by law, to such persons than such insurance
          maintained in effect by the Company on the date hereof in terms
          of similar coverage and amounts (such insurance, the "Run-Off
          Coverage").

     (b)  If a policy described in section 3.5(a) is not obtained (or
          evidence reasonably satisfactory to the Company that the Offeror
          or Offeror's Parent has made arrangements to secure such policy
          is not provided to the Company) by Offeror and Offeror's Parent
          at a time no later than 48 hours (not counting Saturdays, Sundays
          and holidays) prior to the expiry time of the Offer, the Company
          may secure Run-Off Coverage prior to the time that the Offeror
          first takes up and pays for Common Shares under the Offer.

     (c)  If neither the policy described in section 3.5(a) nor section
          3.5(b) is obtained, then for six years after the Offeror takes up
          and pays for Common Shares under the Offer, the Offeror and
          Offeror's Parent shall cause the Company and any successor to the
          Company (or in the event the Company's existence is terminated,
          Offeror's Parent) to maintain the Company's current officers' and
          directors' liability insurance, or equivalent insurance covering
          the current officers and directors of the Company and its
          Subsidiaries with respect to actions and omissions occurring
          prior to the date of their resignations in such amounts, and with
          such deductibles, retained amounts, coverages and exclusions and
          otherwise on terms and conditions no less advantageous or
          favourable to such persons than such insurance in effect by the
          Company on the date that the Offeror takes up and pays for Common
          Shares under the Offer.

     (d)  The Offeror and Offeror's Parent shall cause the Company and its
          Subsidiaries to continue to indemnify to the maximum extent
          contemplated law or by the Articles of the Company and constating
          documents of the Subsidiaries of the Company or indemnification
          agreements to which the Company or its Subsidiaries are a party
          such persons who are now or will be entitled on the date the
          Offeror takes up and pays for Common Shares under the Offer to
          indemnification thereunder and the Articles of the Company and
          constating documents of the Subsidiaries of the Company shall not
          be amended or restated in any manner to reduce or limit the
          rights of indemnity afforded to the directors and officers of the
          Company or its Subsidiaries.

     (e)  Should any threatened or actual claim, action, suit, or
          investigation be made against any present or former director,
          officer, employee, fiduciary or agent of the Company or
          Subsidiary of the Company who is entitled to be indemnified under
          the Articles of the Company or constating documents of the
          Subsidiaries of the Company or any indemnification agreement to
          which the Company or any Subsidiary of the Company is a party,
          within six years from the date the Offeror takes up and pays for
          Common Shares under the Offer, the provisions of this section 3.5
          shall continue in effect until the final disposition of all such
          claims, suits, proceedings or investigations.

     (f)  The Offeror's Parent shall cause the Offeror and the Company (and
          any successor to the Company) and the Subsidiaries of the Company
          (and any successor to such Subsidiaries) to honour, in accordance
          with their terms, any indemnification agreements or arrangements
          provided for under the constating documents of the Company or any
          of its Subsidiaries, resolutions of their respective boards or
          shareholders, or any indemnification agreements in existence on
          the date hereof and as disclosed in the Company Disclosure
          Schedule between the Company or any Subsidiary of the Company and
          any present or former director, officer, employee, fiduciary or
          agent of the Company or any of its Subsidiaries and their
          respective rights to claim under such agreements or arrangements
          shall survive and continue in full force and effect and without
          modification, with respect to actions or omissions of such
          Indemnified Parties occurring prior to the date the Offeror takes
          up and pays for Common Shares under the Offer, for a period of
          time of not less than the limitation period applicable under the
          statutes of limitation applicable to such matters.

3.6       MUTUAL COVENANTS

     (a)  Subject to the terms and conditions herein, each party hereto
          agrees to use all reasonable commercial efforts to take, or cause
          to be taken, all action and to do, or cause to be done, all
          things necessary, proper or advisable to consummate and make
          effective as promptly as is practicable the transactions
          contemplated by the Offer and this Agreement, including the
          execution and delivery of such documents as the other party
          hereto may reasonably require, and using commercially reasonable
          efforts to obtain all necessary waivers, consents and approvals,
          and to effect all necessary registrations and filings, including,
          but not limited to, filings under the Applicable Laws and
          submissions of information requested by any Agency.

     (b)  Each of the parties will use its commercially reasonable efforts
          to obtain as soon as practicable all waivers and consents of any
          Agency or any other person required in connection with the
          consummation of the transactions contemplated by the Offer.

     (c)  In furtherance and not in limitation of the foregoing, Offeror's
          Parent shall use its commercially reasonable efforts to resolve
          such objections, if any, as may be asserted with respect to the
          transactions contemplated by this Agreement or the Offer under
          Antitrust Laws.

     (d)  Each party hereto shall promptly inform the others of any
          material communication from the Competition Bureau or any other
          Agency regarding any of the transactions contemplated by this
          Agreement or the Offer. If any party or any affiliate thereof
          receives a request for additional information or documentary
          material from any such Agency with respect to the transactions
          contemplated by this Agreement or the Offer, then such party will
          endeavour in good faith to make, or cause to be made, as soon as
          reasonably practicable and after consultation with the other
          parties, an appropriate response in compliance with such request.
          Offeror's Parent will advise the Company promptly in respect of
          any understandings, undertakings or agreements (oral or written)
          which Offeror's Parent proposes to make or enter into with such
          Agency in connection with the transactions contemplated by this
          Agreement.

                                 ARTICLE 4
                 NO SOLICITATION, TERMINATION AND BREAK FEE

4.1       NO SOLICITATION

     (a)  The Company shall, and shall cause its officers, directors,
          employees, representatives and agents to, immediately cease any
          discussions or negotiations with any parties that may be ongoing
          with respect to any Competing Proposal. Except as expressly
          contemplated by this Agreement, the Company will not, and will
          not permit any of the Company's Subsidiaries to, directly or
          indirectly, through the officers, directors, employees, financial
          advisors, attorneys, accountants, consultants or other agents or
          advisors of the Company and the Company's Subsidiaries, directly
          or indirectly solicit, initiate or knowingly encourage the
          submission of any Competing Proposal; provided that, subject to
          section 4.1(b), nothing contained in this Article 4 or other
          provisions of this Agreement shall prevent the Company from
          engaging in discussions or negotiations with a third party or
          providing information in respect of, or otherwise responding to,
          or negotiating, approving and recommending to holders of Common
          Shares, an unsolicited bona fide Competing Proposal if the Board
          of Directors has determined in good faith, after consultation
          with and receiving advice from legal counsel and the Company's
          financial advisors, that such proposal may constitute or lead to
          a Superior Proposal or that such action is otherwise required by
          reason of the fiduciary duties of the directors of the Company
          under applicable law.

     (b)  The Company will notify Offeror's Parent promptly (but in no
          event later than 24 hours) after receipt by the Company (or any
          of its advisors) of any Competing Proposal on or after the date
          hereof, or of any request (other than in the ordinary course of
          business and whether or not related to a Competing Proposal) for
          confidential, non-public information relating to the Company or
          any of the Company's Subsidiaries or for access to the
          properties, books or records of the Company or any of the
          Company's Subsidiaries. The Company shall provide such notice
          orally and in writing and shall identify the person making, and
          the terms and conditions of, any such Competing Proposal,
          indication or request. Information provided under this section
          4.1(b) shall constitute information which is subject to the
          Confidentiality Agreement.

     (c)  Nothing in this section 4.1 will preclude the Company or its
          officers and Board of Directors from responding, within the time
          and manner required by the Applicable Laws, to any take over bid
          or tender or exchange offer made for the Common Shares and
          nothing in this Agreement shall be interpreted to extend to acts
          or omissions of any person acting in his capacity as a director
          or officer of the Company or otherwise to fetter the proper
          exercise of discretion by such person.

4.2       MODIFICATION OF RECOMMENDATION

          Notwithstanding the provisions of section 1.3 of this Agreement,
in the event that, prior to the Offeror taking up and paying for Common
Shares deposited under the Offer,

     (a)  a Competing Proposal is proposed, offered or made to the holders
          of Common Shares or to the Company which is a Superior Proposal,
          if the Company complies with its obligations under section 4.1
          and the Offeror does not, within 48 hours (excluding Saturdays,
          Sundays, holidays, November 27, 2003 and November 28, 2003) of
          receipt of notice from the Company that the Board of Directors
          has determined that the Competing Proposal is a Superior
          Proposal, agree to amend this Agreement and the Offer to increase
          the consideration offered under the Offer to an amount having a
          value at least equal to the value of the consideration offered
          under the Superior Proposal; or

     (b)  the Offeror or Offeror's Parent is in material breach or default
          of any of its agreements, covenants, representations or
          warranties contained herein,

the Board of Directors may withdraw, modify or change any recommendation
regarding the Offer.

4.3       TERMINATION

          This Agreement may be terminated by written notice by the party
(in case of (a), the parties) desiring and have the right to terminate this
Agreement at any time prior to the Offeror taking up and paying for Common
Shares under the Offer as follows:

     (a)  by mutual agreement in writing executed by the Offeror, Offeror's
          Parent and the Company;

     (b)  by either of the Offeror or the Company:

          (i)    after January 31, 2004 if the Offeror has commenced the
                 Offer in accordance with this Agreement but the Offeror
                 has not purchased any Common Shares pursuant to the Offer
                 (provided that, in the event of termination by a party,
                 such party is not in violation of the terms of this
                 Agreement or the Offer); or

          (ii)   if any permanent order, decree, ruling or other action of
                 a court or other competent authority restraining,
                 enjoining or otherwise preventing the consummation of the
                 Offer shall have become final and non-appealable;

     (c)  by the Offeror:

          (i)    if the Minimum Condition or any other condition of the
                 Offer is not satisfied or waived at the expiry time of the
                 Offer (as the same may be extended) and the Offeror in its
                 sole discretion shall not elect to waive such condition or
                 extend the Offer and the Offeror and the Offeror's Parent
                 are not in material breach of their obligations hereunder
                 or under the Offer;

          (ii)   at any time if the Company is in default of any material
                 obligation under this Agreement or any representation or
                 warranty of the Company under this Agreement is untrue in
                 any material respect and which is not curable or, if
                 curable, is not cured within the later of (x) 2 business
                 days after notice of such default has been given by the
                 Offeror to the Company and (y) the satisfaction of all
                 conditions of the Offer not related to such default; or

          (iii)  if the Board of Directors (x) withdraws or changes its
                 recommendation of the Offer as set forth in section
                 1.2(a)(iii)B in a manner that has substantially the same
                 effect as a withdrawal or (y) recommends that holders of
                 Common Shares accept, or vote in favour of, a transaction
                 that constitutes a Superior Proposal.

     (d)  by the Company if:

          (i)    the Offeror does not commence the Offer within the time
                 contemplated by section 1.1 except if such failure is due
                 to (A) a breach of this Agreement by the Company or (B) a
                 material delay in performance of the Company's obligations
                 under this Agreement;

          (ii)   prior to the purchase, taking-up or payment of Common
                 Shares pursuant to the Offer, in accordance with the terms
                 of this Agreement and the Offer, if the Offeror or
                 Offeror's Parent is in default of any material obligation
                 under this Agreement or any representation or warranty of
                 the Offeror or Offeror's Parent under this Agreement is
                 untrue in any material respect and which is not curable
                 or, if curable, is not cured within the later of (x) 2
                 business days after notice of such breach has been given
                 by the Company to Offeror's Parent and (y) the
                 satisfaction of all conditions to the Offer not related to
                 such breach; or

          (iii)  the Board of Directors authorizes the Company, subject to
                 complying with the terms of this Agreement, to enter into
                 a binding written agreement concerning a transaction that
                 constitutes a Superior Proposal and the Company so
                 notifies Offeror's Parent in writing, and the Company,
                 concurrently with such termination pursuant to this clause
                 (iii) pays the fees required to be paid to Offeror's
                 Parent pursuant to section 4.5(b).

4.4       EFFECT OF TERMINATION

          In the event this Agreement is terminated as provided in section
4.3, this Agreement shall, except for the payment obligations of the
Company pursuant to section 4.5, become void and of no further force and
effect and no party shall have any liability or obligation (howsoever and
whensoever arising) under or in relation to this Agreement to any other
party hereunder or to their respective shareholders, directors, officers or
employees, except as set forth in section 4.5, provided that nothing herein
will relieve or have the effect of resulting in relieving the Offeror and
Offeror's Parent in any way from liability for damages incurred or suffered
by the Company as a result of a breach by the Offeror or Offeror's Parent
of their obligations in this Agreement or prejudice the rights of the
Company as a result of such breach.

4.5       EXPENSES AND NON-COMPLETION FEE

     (a)  Subject to section 4.5(b) below, whether or not the Offeror takes
          up and pays for Common Shares under the Offer, all costs,
          expenses and liabilities incurred in connection with the Offer,
          this Agreement and the transactions contemplated hereby shall be
          paid by the party incurring such costs, expenses or liabilities.

     (b)  Provided that the Offeror and the Offeror's Parent are not in
          material default of their obligations under this Agreement to be
          performed at or prior to the occurrence of any event referred to
          in (i) through (ix) of this section 4.5(b), if at any time after
          the execution of this Agreement,

          (i)    the Board of Directors has withdrawn, redefined or changed
                 any of its recommendations or determinations as set forth
                 in section 1.2(a)(iii)B in a manner adverse to the Offeror
                 or shall have resolved to do so prior to the expiry of the
                 period during which Common Shares may be deposited under
                 the Offer;

          (ii)   the Board of Directors shall have failed to reaffirm its
                 recommendation of the Offer by press statement within five
                 full business days after the public announcement or
                 commencement of any Competing Proposal (or, in the event
                 that the Offer shall be scheduled to expire within such
                 five business days, prior to the scheduled expiry of the
                 Offer);

          (iii)  the Board of Directors shall have recommended that holders
                 of Common Shares accept, or vote in favour of, a Competing
                 Proposal;

          (iv)   a Competing Proposal has been made and publicly announced
                 by a Competing Proposal Offeror, prior to the expiry time
                 of the Offer and not withdrawn at least five days prior to
                 the expiry time of the Offer, and the Offer is not
                 completed as a result of the Minimum Condition not being
                 satisfied and more than 20% of the outstanding Common
                 Shares (on a non-diluted basis) are acquired under such
                 Competing Proposal;

          (v)    the Company consummates a Competing Proposal with the
                 Competing Proposal Offeror, or a person acting jointly or
                 in concert with the competing Proposal Offeror (within the
                 meaning of that expression as used in the Applicable Laws)
                 prior to the expiration of 270 days following termination
                 of this Agreement;

          (vi)   the Competing Proposal Offeror together with persons
                 acting jointly or in consent with the Competing Proposal
                 Offeror, acquires sufficient Common Shares of the Company
                 that, together with their currently held Common Shares,
                 would constitute control of the Company, prior to the
                 expiration of 270 days following termination of this
                 Agreement; or

          (vii)  the Company enters into a definitive agreement with
                 respect to a Competing Proposal with any third party
                 (which, for greater certainty, will not include a
                 confidentiality and standstill agreement), prior to the
                 expiration of 180 days following the termination of this
                 Agreement, and thereafter consummates such Competing
                 Proposal, provided that the fee specified in this section
                 4.5(b)(vii) shall not be payable in the event of a
                 termination of this Agreement following the
                 non-satisfaction of any of paragraphs (a), (b), (c), (d),
                 (i) or (k) in the Bid Conditions unless such condition was
                 not satisfied as a result of any action (or failure to
                 take any action) by the Company or its Subsidiaries;

          (viii) this Agreement is terminated pursuant to section
                 4.3(d)(iii), or

          (ix)   the Company fails to comply with or breaches any covenant
                 made in this Agreement or any representation or warranty
                 of the Company in this Agreement is untrue, which failure,
                 breach or misrepresentation, if not cured, would be
                 reasonably likely to be Materially Adverse to the Company
                 or reasonably likely to prevent the Offeror from
                 proceeding with the Offer or impose material limitations
                 or conditions on the purchase by or sale to the Offeror of
                 the Common Shares under the Offer or the right of the
                 Offeror to own or exercise full rights of ownership of the
                 Common Shares or the Offeror's ability to effect a
                 Compulsory Acquisition or Second-Step Transaction, and
                 which is not curable or, if curable, is not cured within
                 the later of (x) 2 business days after notice of such
                 failure, breach or misrepresentation has been given by the
                 Offeror to the Company and (y) the satisfaction of all
                 conditions of the Offer not related to such failure,
                 breach or misrepresentation,

          then the Company shall pay to Offeror's Parent the sum of $3.52
          million by way of wire transfer in immediately available funds as
          Offeror's Parent may direct, as liquidated damages. Such payment
          will be due (i) in the case of an event specified in section
          4.5(b)(i), (ii), (iii), or (ix) within five business days after
          such event, (ii) in the case of an event specified in section
          4.5(b)(viii), at the time of the termination of this Agreement by
          the Company; or (iii) in the case of an event specified in
          section 4.5(b)(iv), (v), (vi) or (vii) on the day of consummation
          of the transaction referred to therein. The Company shall not be
          obligated to make more than one payment pursuant to this section
          4.5.

4.6       LIQUIDATED DAMAGES

          The parties acknowledge that the payments described in section
4.5 are a payment of liquidated damages which are paid in lieu of actual
damages and represent a genuine pre-estimate of the damages which Offeror's
Parent or the Company, as the case may be, will suffer or incur as a result
of the event giving rise to such damages and resultant termination of this
Agreement and are not penalties. The parties irrevocably waive any right
they may have to raise as a defence that any of such liquidated damages are
excessive or punitive. For greater certainty, the parties agree that the
payment of the payments described in section 4.5 are the sole monetary
remedy of the party receiving such payment. Nothing herein shall preclude a
party from seeking injunctive relief to restrain any breach or threatened
breach of the covenants and agreements set forth in the agreement or
otherwise to obtain specific performance of any such covenant or agreement,
without the necessity of posting bond or security in connection therewith.

                                 ARTICLE 5
                             GENERAL PROVISIONS

5.1       BROKERS

The parties represent and warrant to each other that, except for Credit
Suisse First Boston, in the case of the Company, no broker, finder or
investment banker is entitled to any brokerage, finder's fee or other fee
or commission, or to the reimbursement of any of its expenses, in
connection with the Offer or any similar transaction based upon
arrangements made by or on behalf of the parties hereto.

5.2       DISCLOSURE

          Disclosure of this Agreement, its terms and conditions and the
transactions that it contemplates, or any confidential information provided
by any party in connection therewith shall be made only:

     (a)  to any legal counsel to or financial advisor engaged by, any of
          the parties hereto;

     (b)  with the approval of each of the parties, which approval shall
          not be withheld unreasonably, may be oral, and may be given on
          behalf of a party by its counsel;

     (c)  as required by the Applicable Laws or any Agency; or

     (d)  as may be necessary to implement and complete the Offer and the
          other transactions contemplated herein.

Each party shall agree with the others as to the timing and wording of
press releases and other disclosure of or relating to the Offer and the
other transactions contemplated herein. Notwithstanding the foregoing, the
parties shall be entitled to describe or append this Agreement in the
Company's Directors' Circular, and provide copies thereof to their
respective boards of directors and to those employees, lenders and
professional advisors that need to know details about this Agreement in
order for the parties to perform their covenants or satisfy the conditions
set out in this Agreement.

5.3       NOTICES

          Any notice or other communications required or permitted to be
given hereunder shall be in writing and be sufficiently given if delivered
in person or if sent by facsimile transmission (provided such transmission
is confirmed):

     (a)  in the case of the Offeror or Offeror's Parent, to the following
          address:

          Honeywell International Inc.
          101 Columbia Road
          Morristown, New Jersey 07962

          Attention:    Senior Vice President and General Counsel

          Facsimile:    (973) 455-4217

     with a copy to:

          Honeywell International Inc.
          1600 Utica Avenue S
          Suite 300
          St. Louis Park, MN  55416

          Attention:    Vice President and General Counsel -
                        Automation and Control Solutions

          Facsimile:    (952) 656-1231

          With a copy to:

          Osler, Hoskin & Harcourt LLP
          Box 50, 1 First Canadian Place
          Toronto, ON  M5X 1B8

          Attention:    Stephen Arnold

          Facsimile:    (416) 862-6666

     (b)  in the case of the Company, to the following address:

          Silent Witness Enterprises Ltd.
          6554 176 St
          Surrey, B.C.
          V3S 4G5

          Attention:    Rob Bakshi

          Facsimile No.:604 574-1527

          With a copy to:

          McCarthy Tetrault LLP
          1300 - 777 Dunsmuir Street
          Vancouver, British Columbia  V7Y 1K2

          Attention:    Tim McCafferty

          Facsimile:    (604) 622-5680

or at such other address as the party to which such notice or other
communication is to be given has last notified the party giving the same in
the manner provided in this section, and if so given the same shall be
deemed to have been received on the date of such delivery or sending.

5.4       DEFINITIONS

          For the purposes of this Agreement, those terms defined in
Exhibit I shall have the meanings attributed to them in that Exhibit.

5.5       HEADINGS AND REFERENCES

          The division of this Agreement into articles, sections and the
insertion of headings are for convenience of reference only and do not
affect the construction or interpretation of this Agreement. Unless
otherwise specified, references to articles or sections are to articles and
sections of this Agreement.

5.6       NUMBER, GENDER AND PERSONS

          In this Agreement, unless the contrary intention appears, words
importing the singular include the plural and vice versa; words importing
gender shall include all genders; and words importing persons shall include
a natural person, firm, trust, partnership, association, corporation, joint
venture or Agency.

5.7       DATE FOR ACTION

          If the date on which any action is required to be taken hereunder
is not a business day in the place where the action is required to be
taken, such action shall be required to be taken on the next succeeding day
which is a business day in such place.

5.8       SEVERABILITY

          If any term, provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and
shall in no way be affected, impaired or invalidated and the parties shall
negotiate in good faith to modify the agreement to preserve each party's
anticipated benefits under the Agreement.

5.9       ENTIRE AGREEMENT

          This Agreement, together with the Confidentiality Agreement,
supersedes all prior agreements, commitments or understandings between the
parties hereto with respect to the subject matter hereof and constitutes
the entire agreement between the parties with respect to the subject matter
hereof.

5.10      AMENDMENT

          This Agreement may not be amended except by an instrument in
writing signed by each of the parties hereto.

5.11      WAIVER

          At any time prior to the Offeror taking up and paying for Common
Shares under the Offer, either the Company on the one hand, and the Offeror
and Offeror's Parent, on the other hand may:

     (a)  extend the time for the performance of any of the obligations or
          other acts of the other; or

     (b)  waive compliance with any of the agreements of the other or with
          any conditions to its own obligations,

in each case only to the extent such obligations, agreements and conditions
are intended for its benefit.

5.12      GOVERNING LAW

          This Agreement shall be governed by and construed in accordance
with the laws of the Province of Ontario and the laws of Canada applicable
therein (excluding any conflict of laws rule or principle which might refer
such construction to the laws of another jurisdiction). Each party hereto
irrevocably submits to the non-exclusive jurisdiction of the courts of
British Columbia and Ontario with respect to any matter arising hereunder
or related hereto.

5.13      CURRENCY

          Except as expressly indicated otherwise, all sums of money
referred to in this Agreement are expressed and shall be payable in
Canadian dollars.

5.14      COUNTERPARTS

          This Agreement may be executed in any number of original or
facsimile counterparts, each of which shall be deemed to be an original and
all of which taken together shall be deemed to constitute one and the same
instrument, and it shall not be necessary in making proof of this Agreement
to produce more than one counterpart.

5.15      SEPARATE AGREEMENTS, COVENANTS AND OBLIGATIONS

          The agreements and covenants of any party to this Agreement are
the separate agreements and covenants of such party and such party shall
have no liability or obligation in respect of the agreements and covenants
of any other party to this Agreement, except that Offeror's Parent shall be
responsible for causing the Offeror to carry out and perform the
obligations of the Offeror hereunder and be liable in the event of any
breach or default by the Offeror,

5.16      THIRD PARTIES

          Nothing in this Agreement shall create any rights in, or be
deemed to have been executed for the benefit of, any person that is not a
party hereto, or a successor or permitted assign of such a party; provided
however, that the parties hereto specifically acknowledge that, the
provisions of section 1.7 and section 3.5 are intended to be for the
benefit of, and shall be enforceable by, the employees, officers and
directors of the Company and its Subsidiaries affected thereby and their
heirs and representatives.

5.17      NO PERSONAL LIABILITY

     (a)  No director, officer or employee of the Company shall have any
          personal liability to the Offeror or Offeror's Parent or persons
          named in section 5.16 under this Agreement.

     (b)  No director, officer or employee of the Offeror or Offeror's
          Parent shall have any personal liability to the Company or
          persons named in section 5.16 under this Agreement.

5.18      ASSIGNMENT AND APPLICATION

          This Agreement and all of the provisions hereof shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns. Neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by any of the
parties hereto prior to the consummation of the Offer without the prior
written consent of the other party hereto, except that Offeror may assign
to the Offeror's Parent or any other subsidiary of Offeror's Parent any and
all rights, interests and obligations of Offeror under this Agreement
(provided that such entity remains a subsidiary of the Offeror's Parent
until the consummation of the Offer). Offeror's Parent covenants and agrees
to cause the Offeror to carry out its obligations under this Agreement and
agrees that the representations and warranties relating to the Offeror
shall be construed as extending to it.

5.19      EXHIBITS

          The following are the Exhibits to this Agreement, which form an
integral part hereof:

          Exhibit I     -    Definitions

          Exhibit II    -    Conditions of the Offer

          Exhibit III   -    Representations and Warranties of the Offeror
                             and Offeror's Parent

          Exhibit IV    -    Representations and Warranties of the Company

          IN WITNESS WHEREOF, the parties have executed this Agreement.

                                       678669 B.C. LTD.

                                       /s/ Anne T. Madden
                                       --------------------
                                       Anne T. Madden
                                       Authorized Signatory

                                       HONEYWELL INTERNATIONAL INC.

                                       /s/ Anne T. Madden
                                       --------------------
                                       Anne T. Madden,
                                       Vice President-Corporate Planning
                                       and Development

                                       SILENT WITNESS ENTERPRISES LTD.

                                       /s/ Rob Bakshi
                                       --------------------
                                       Rob Bakshi,
                                       CEO and Chairman of the Board

                                 EXHIBIT I
                            TO SUPPORT AGREEMENT

                                DEFINITIONS

"ACT" means the Company Act (British Columbia), as the same may be amended
or re-enacted or any successor legislation thereto.

"AFFILIATE" shall have the meaning attributed to it under the Act.

"AGENCY" means any:

     (a)  multinational, federal, provincial, state, regional, municipal,
          local or other government, governmental or public department,
          central bank, court, tribunal, arbitral body, commission, board,
          official, minister, bureau or agency, domestic or foreign;

     (b)  subdivision, agent, commission, board or authority of any of the
          foregoing; or

     (c)  quasi-governmental or private body exercising any regulatory,
          expropriation or taxing authority under or for the account of any
          of the foregoing.

"AGREEMENT" means this Agreement including the Exhibits hereto.

"ANTITRUST LAWS" means any antitrust, competition or trade regulatory laws,
rules or regulations of any domestic or foreign government or governmental
authority or any multinational authority.

"APPLICABLE LAWS" means the Act, United States federal securities laws, the
securities legislation of each province and territory of Canada where
holders who are resident in such province or territory hold not less than
2% of the Company's Common Shares, the rules, regulations and forms made or
promulgated under that legislation, and the published policies, bulletins
and notices of the regulatory authorities administering that legislation
and the published rules, regulations, bylaws and policies of The Toronto
Stock Exchange and the National Association of Securities Dealers, Inc., as
any of the foregoing may be amended from time to time.

"APPURTENANCES" means all privileges, rights, easements and appurtenances
both at law and equity belonging to or for the benefit of Real Property,
including any means of access between such Real Property and a public way,
rights in respect of or for any other uses upon which the present use is
dependent (such as pipelines, cables, railway sidings) and all rights
existing in and to any streets, alleys, passages and other rights-of-way.

"BID CONDITIONS" means the conditions set out in Exhibit II.

"BOARD OF DIRECTORS" means the board of directors of the Company.

"BUSINESS DAY" means any day on which commercial banks are generally open
for business in Vancouver, British Columbia, other than a Saturday, a
Sunday or a day observed as a holiday in Vancouver, British Columbia.

"COMMON SHARES" means Common shares without par value in the capital of the
Company as constituted on the date hereof.

"COMPANY" means Silent Witness Enterprises Ltd., a company incorporated
under the Act.

"COMPANY'S DISCLOSURE DOCUMENTS" means the Company's audited financial
statements for the fiscal year-ended July 31, 2003 including the notes
thereto and Management's Discussion and Analysis contained therein, the
Company's Form 20-F/Annual Information Form for each of the fiscal years
ended July 31, 2002 and July 31, 2003 and all other interim financial
statements, reports to shareholders and material change reports filed
pursuant to the Applicable Laws since December 31, 2002.

"COMPANY DISCLOSURE SCHEDULE" means a written disclosure schedule delivered
by the Company to the Offeror's Parent prior to or concurrently with the
execution of this Agreement.

"COMPETING PROPOSAL" does not include the Offer but means:

     (a)  the possible acquisition of, or business combination with, the
          Company or any of its Subsidiaries (whether by way of merger,
          amalgamation, arrangement, consolidation, takeover bid, tender
          offer, purchase of shares, purchase of assets or otherwise);

     (b)  the possible acquisition of any material portion of the shares or
          assets of the Company or any of its Subsidiaries;

     (c)  any takeover bid, tender offer, stock exchange takeover bid or
          other purchase or acquisition of equity securities of the Company
          that, if consummated, would result in any person beneficially
          owning 50% or more of any class of equity securities of the
          Company; or

     (d)  any other transaction, the consummation of which would reasonably
          be expected to prevent or materially impeded, interfere with or
          delay the consummation of the Offer.

"COMPETING PROPOSAL OFFEROR" means any person, other than the Offeror,
Offeror's Parent, or any affiliate of Offeror's Parent that, prior to the
expiry time of the Offer, has made and publicly announced a Competing
Proposal that is not withdrawn at least five days prior to the expiry time
of the Offer.

"COMPULSORY ACQUISITION" means the acquisition of the Common Shares not
deposited under the Offer pursuant to the provisions of Section 255 of the
Act.

"CONFIDENTIALITY AGREEMENT" means the agreement dated May 28, 2003 between
Offeror's Parent and the Company.

"CONTRACT" means any contract, commitment or understanding (including any
lease, license, loan agreement, guarantee, security, indemnity, indenture
or other instrument), whether written or oral.

"ENCUMBRANCE" means any lien, charge, title retention right, security
interest, pledge, hypothecation or encumbrance of any nature or kind
whatsoever.

"EXCESS TREASURY SHARES" has the meaning defined in paragraph (b) of the
Representations and Warranties of the Company set forth in Exhibit IV.

"IMPROVEMENTS" means all plants, buildings, structures, fixtures, erections
and improvements located on, over, under or upon the Real Property
including those under construction and any mechanical, electrical,
plumbing, heating and air-conditioning systems relating to the Real
Property.

"INDEBTEDNESS" of any person, means, without duplication, (a) all
obligations of such person for borrowed money; (b) all obligations of such
person evidenced by bonds, debentures, notes or similar instruments; (c)
all obligations of such person under conditional sale or other title
retention agreements relating to property or assets other than purchase
orders incurred in the ordinary course of business; (d) all obligations of
such person in respect of the deferred purchase price of property, assets
or services (excluding current accounts receivable payable incurred in the
ordinary course of business); (e) all Indebtedness of third parties secured
by (or for which the holder of such Indebtedness has an existing right,
contingent right or otherwise, to be secured by) any lien on property or
assets owned by or acquired by such person, whether or not the Indebtedness
secured thereby has been assumed; (f) all guarantees by such person of
Indebtedness of others; (g) all capital leases of such person; (h) all
obligations, contingent or otherwise, of such person as an account party to
letters of credit and letters of guarantee (other than in connection with
inventory purchased in the ordinary course of business); and (i) all
obligations of such person, contingent or otherwise, of such person in
respect of bankers' acceptances.

"LAND EXCHANGE AGREEMENT" has the meaning defined in subparagraph (k)(ii)
of the Representations and Warranties of the Company set forth in Exhibit
IV.

"LEASED REAL PROPERTY" means lands and/or premises which are used by the
Company or any of the Subsidiaries and which are leased, subleased,
licensed to or otherwise occupied by the Company or any of the Subsidiaries
and the interest of the Company and the Subsidiaries in all Improvements
and Appurtenances.

"LOSSES" means, in respect of any matter, all claims, demands, proceedings,
losses, damages, liabilities, liabilities for Taxes, deficiencies,
reasonable costs and expenses (including, without limitation, all legal and
other professional fees and disbursements, interest, penalties and amounts
paid in settlement) arising directly or indirectly as a consequence of such
matter.

"MATERIALLY ADVERSE" means, with respect to a person, circumstance, term,
asset, agreement, obligation, liability, covenant, sale, disposition,
expenditure, event, change, compliance, breach, violation, default or other
action, occurrence or effect (collectively, a "fact") that is or would
reasonably be expected to be material and adverse to the condition of that
person and its Subsidiaries, taken as a whole, provided that, for all
purposes of this Agreement, a fact shall be deemed not to be Materially
Adverse to a person unless the effect of such fact is or would reasonably
be expected to be, or, in the case of any fact described in Exhibit III or
Exhibit IV, is, or would reasonably be expected to be, when combined with
any other fact described in such Exhibit III or Exhibit IV (without
duplication), material and adverse to the condition of such person and its
Subsidiaries, taken as a whole, and provided for greater certainty that a
fact shall not be deemed to be Materially Adverse if it consists of, or
results from, any change, effect, event, circumstance, action or occurrence
(i) in or relating to the Canadian or United States economy or financial,
credit or securities markets in general including, without limitation, any
reduction in major markets indices, (ii) in or relating to currency
exchange rates, (iii) in or relating to the industries in which the Company
or Offeror's Parent operates or the markets for any of the Company's or
Offeror's Parent products or services in general, (iv) reasonably
attributable to the announcement of the Offer and anticipated closing
thereof, (v) in or relating to the trading price of the Shares, or (vi) in
or relating to Canadian or United States generally accepted accounting
principles or regulatory accounting requirements;

"MINIMUM CONDITION" has the meaning defined in paragraph (a) of the Bid
Conditions;

"OFFER" means the takeover bid to be made by the Offeror offering to
acquire all of the outstanding Common Shares at a price per share of $11.27
payable in cash, including any amendments to, or extensions of, such offer,
including without limitation, increasing the consideration offered,
removing, waiving or altering any condition or extending the date by which
Common Shares may be deposited under such offer.

"OFFER DOCUMENTS" means the take over bid circular setting out the Offer,
together with the Letter of Transmittal, Notice of Guaranteed Delivery and
other related documents, together with any amendments or supplements to
such documents.

"OPTIONS" has the meaning defined in section 1.1(a).

"OWNED REAL PROPERTY" means real property, owned or purported to be owned
in fee simple, by the Company or any of the Subsidiaries, or real property,
other than Leased Real Property, in which the Company or any of the
Subsidiaries has an interest, including all Improvements and Appurtenances.

"PERSON" includes an individual, corporation, incorporated or
unincorporated association, syndicate or organization, partnership, limited
liability company, joint venture, association, joint stock company, trust,
trustee, executor, administrator or other legal representative or other
entity.

"REAL PROPERTY" means the Owned Real Property and the Leased Real Property.

"RIGHTS PLAN" means the Share Rights Plan pursuant to the Share Rights Plan
Agreement dated November 12, 1999 between the Company and Computershare
Trust Company, as trustee.

"SECOND-STEP TRANSACTION" has the meaning defined in section 1.6.

"SENIOR MANAGEMENT OF THE COMPANY" means Messrs. Rob Bakshi, Tom Gill,
Darren Jarvis, Curtis Smith and Coleen Hunter.

"SUBSIDIARY" means, with respect to a specified body corporate, any body
corporate of which more than 50% of the outstanding shares ordinarily
entitled to elect a majority of the board of directors thereof (whether or
not shares of any other class or classes shall or might be entitled to vote
upon the happening of any event or contingency) are at the time owned
directly or indirectly by such specified body corporate or indirectly by
such specified body corporate and shall include any body corporate,
partnership, joint venture or other entity over which it exercises
direction or control or which is in a like relation to a Subsidiary.

"SUPERIOR PROPOSAL" means a bona fide Competing Proposal which is
determined by the board of directors in good faith by majority vote of its
members, after consultation with the Company's financial advisors, to be
one which would, if consummated in accordance with its terms, result in a
transaction more favourable to the holders of the Common Shares than the
Offer with a value of not less than $0.50 per share in excess of the value
of the Offer or, if applicable, any amended Offer by the Offeror. For the
purpose of this Agreement, the value of any non-cash consideration proposed
to be paid, delivered or issued under any Superior Proposal or by the
Offeror (unless the consideration proposed to be paid, delivered or issued
by the Offeror includes an all-cash option in which case the Offer shall be
valued on a per share basis as such cash consideration) shall be determined
by the Board of Directors (having consulted any financial advisor of the
Company or obtained other independent financial advice), acting reasonably.

"TAXES" means all taxes, however denominated, including any interest,
penalties or other additions that may become payable in respect thereof,
imposed by any government or governmental body, which taxes shall include,
without limiting the generality of the foregoing, all income or profits
taxes (including, but not limited to, federal income taxes, provincial and
state income taxes), capital taxes, payroll and employee withholding taxes,
unemployment insurance, social insurance taxes (including Canada Pension
Plan payments), goods and services tax, sales and use taxes, ad valorem
taxes, excise taxes, franchise taxes, gross receipt taxes, business licence
taxes, occupation taxes, real and personal property taxes, stamp taxes,
environmental taxes, transfer taxes, workers compensation, pension
assessment and other governmental charges and other obligations of the same
or of a similar nature to any of the foregoing which the Company or any of
its Subsidiaries is required to pay, withhold or collect.

"TAX RETURNS" includes all returns, reports, declarations, elections,
notices, filings, forms, statements and other documents (whether in
tangible, electronic or other form) and including any amendments,
schedules, attachments, supplements, appendices and exhibits thereto, made,
prepared, filed or required to be made, prepared or filed by law in respect
of Taxes;

"TRANSACTION EXPENSES" means all reasonable costs and expenses incurred in
connection with the transactions contemplated by this Agreement including
all legal, accounting, financial advisory, printing, translation, registrar
and transfer agent, and other administrative or professional fees, costs
and expenses of third parties incurred by the Company in connection with
the solicitation of bids or expressions of interest in relation to the
Company prior to the execution of this Agreement, the preparation,
negotiation and settlement of this Agreement, the preparation and mailing
of a Directors Circular and structuring and the completion of the
transactions contemplated by the Offer and this Agreement and any incentive
fees payable by the Company to its senior officers in connection with
completion of the Offer.

                                EXHIBIT II
                            TO SUPPORT AGREEMENT

                          CONDITIONS OF THE OFFER

          The Offeror shall have the right to withdraw the Offer and not
take up and pay for, or extend the period of time during which the Offer is
open and postpone taking up and paying for, any Common Shares deposited
thereunder unless all of the following conditions are satisfied or waived
by the Offeror at or prior to the expiry time of the Offer (the "Expiry
Time"):

     (a)  there shall have been validly deposited under the Offer and not
          withdrawn at the Expiry Time that number of Common Shares that
          constitute at least 90% of the outstanding Common Shares on a
          fully diluted basis other than Common Shares already held at the
          date of the Offer by, or by a nominee for, the Offeror or its
          affiliates (the "Minimum Condition");

     (b)  all necessary consents, authorizations, governmental and
          regulatory approvals, orders, rulings and exemptions (including,
          without limitation, those of any stock exchange or securities or
          other regulatory authorities) shall have been obtained on terms
          and conditions satisfactory to the Offeror, including, without
          limiting the generality of the foregoing, (i) an advance ruling
          certificate ("ARC") pursuant to section 102 of the Competition
          Act (Canada) shall have been issued by the Commissioner of
          Competition (the "Commissioner") appointed under that Act; or
          (ii) the relevant waiting period in section 123 of the
          Competition Act (Canada) shall have expired and a "no action"
          letter indicating that the Commissioner has determined not to
          make an application for an order under section 92 of the
          Competition Act (Canada) shall have been received from the
          Commissioner, and any terms and conditions attached to any such
          letter would not have a Materially Adverse effect on either
          Offeror's Parent or Offeror's Parent's global video controls
          business or the Company; or (iii) pursuant to section 113(c) of
          the Competition Act (Canada) the Commission shall have waived the
          obligation to comply with Part IX of the Competition Act (Canada)
          and there shall be no threatened or actual application by the
          Commissioner for an order under section 92 or 100 of the
          Competition Act (Canada) in respect of the transactions
          contemplated hereby which would have a Materially Adverse effect
          on either Offeror's Parent or Offeror's Parent's global video
          controls business or the Company;

     (c)  no act, action, suit or proceeding shall have been threatened or
          taken before or by any domestic or foreign court or tribunal or
          governmental agency or other regulatory authority, stock exchange
          or administrative agency or commission or by any elected or
          appointed public official in Canada or elsewhere, whether or not
          having the force of law and no law, regulation or policy shall
          have been proposed, enacted, promulgated or applied:

          (i)    which has the effect or may have the effect to cease
                 trade, enjoin, prohibit or impose material limitations or
                 conditions on the purchase by or the sale to the Offeror
                 of the Common Shares or the right of the Offeror to own or
                 exercise full rights of ownership of the Common Shares,

          (ii)   which, if the Offer were consummated, would materially
                 adversely affect the Company or Offeror's Parent or its
                 global video controls business; or

          (iii)  which, if the Offer were consummated, would adversely
                 affect the Company or the Offeror's ability to effect a
                 Compulsory Acquisition or a Second-Step Transaction;

     (d)  there shall not exist any prohibition at law against the Offeror
          making the Offer, taking up and paying for any Common Shares
          deposited under the Offer or completing a Compulsory Acquisition
          or a Second-Step Transaction;

     (e)  since the announcement of the Offer, the Company and its
          Subsidiaries shall not have taken or proposed to take any action
          that has not been disclosed in writing to the Offeror prior to
          announcement of the Offer, or publicly disclosed that they intend
          to take any action that has not been disclosed in writing to the
          Offeror prior to the announcement of the Offer, and the Offeror
          shall not have otherwise learned of any previous action taken by
          the Company or its Subsidiaries which had not been publicly
          disclosed prior to the announcement of the Offer, that would have
          a material adverse effect on the Company or that would prevent
          the Offeror from proceeding with the Offer or that would impose
          material limitations or conditions on the purchase by or the sale
          to the Offeror of the Common Shares under the Offer or the right
          of the Offeror to own or exercise full rights of ownership of the
          Common Shares or the Offeror's ability to effect a Compulsory
          Acquisition or a Second-Step Transaction, other than actions that
          have been consented to by the Offeror;

     (f)  there shall be no more than 7,952,952 Common Shares outstanding
          (which number of Common Shares shall be reduced by any Options
          which are surrendered to the Company for cancellation and payment
          in cash in lieu of exercise and cancelled pursuant to such
          surrender or share appreciation rights that are settled by a cash
          payment without issuance of Common Shares) and all of the Options
          and any other rights, warrants or entitlements to acquire Common
          Shares shall have been either exercised or otherwise cancelled,
          terminated, released surrendered or waived by the holders thereof
          (and including for this purpose, the cancellation of any Common
          Shares held by the Company which are not reserved for transfer on
          account of any Options or share appreciation rights);

     (g)  there shall not have been any breach of a covenant, nor shall any
          representation or warranty be untrue at the date it was given or
          deemed to have been given, or the date of take-up under the
          Offer, by the Company pursuant to the provisions of this
          Agreement, except for any breaches or untrue representations
          which, individually or in the aggregate, would not be Materially
          Adverse to the Company or would not prevent the Offeror from or
          significantly impair the Offeror in proceeding with the Offer or
          taking up and paying for Common Shares under the Offer or
          completing a Compulsory Acquisition or all possible Second-Step
          Transactions;

     (h)  the Company shall have waived the provisions of the Company's
          Rights Plan in respect of the Offer;

     (i)  there shall not have occurred, developed or come into effect or
          existence any event, action, state, condition or financial
          occurrence of national or international consequence or any law,
          regulation, action, government regulation, inquiry or other
          occurrence of any nature whatsoever which materially adversely
          affects or involves, or may materially adversely affect or
          involve, the general economic, financial, currency exchange or
          securities in Canada or elsewhere, or the financial condition,
          business, operations, assets, affairs or prospects of Company and
          its Subsidiaries, taken as a whole (other than those reasonably
          attributable to the announcement of the Offer), or which impairs
          the Offeror in proceeding with the Offer or taking up and paying
          for Common Shares deposited under the Offer or that would impose
          material limitations or conditions on the purchase by or sale to
          the Offeror of the Common Shares under the Offer or the right of
          the Offeror to own or exercise full rights of ownership of the
          Common Shares or the Offeror's ability to effect a Compulsory
          Acquisition or Second-Step Transaction;

     (j)  there does not exist and there shall not have occurred (or, if
          there does exist or shall have previously occurred, there shall
          not have been disclosed, generally or to the Offeror in writing
          prior to the commencement of the Offer) any change (or any
          condition, event, circumstance or development involving a
          prospective change) in the business, assets, operations,
          capitalization, condition (financial or otherwise), prospects,
          share or debt ownership, results of operations, cash flows,
          properties, articles, by-laws, licenses, permits, rights, or
          privileges, whether contractual or otherwise, or liabilities
          (including without limitation any contingent liabilities that may
          arise through outstanding, pending or threatened litigation or
          otherwise), whether contractual or otherwise, of the Company and
          its Subsidiaries taken as a whole which is or may be Materially
          Adverse to Company or the value of the Common Shares to the
          Offeror;

     (k)  there shall not have occurred an actual or announced change in
          tax legislation applicable to the Company (including a press
          release issued by the Minister of Finance of Canada to amend the
          Tax Act or a final rule to further amend the United States
          Internal Revenue Code of 1986, or an announcement condition,
          event or development involving a change or a prospective change)
          that directly or indirectly has or may have a Materially Adverse
          effect with respect to the business or operations of Company and
          its Subsidiaries taken as a whole with respect to the regulatory
          regime applicable to their respective businesses and operations
          or with respect to completing a Compulsory Acquisition or
          Subsequent Acquisition Transaction or that increases or would
          increase the effective tax cost of the Offer to the Offeror; and

     (l)  the Offeror shall not have become aware of any untrue statement
          of material fact, or an omission to state a material fact that is
          required to be stated or that is necessary to make a statement
          not misleading in the light of the circumstances in which it was
          made and at the date it was made (after giving effect to all
          subsequent filings prior to the date of the Offer in relation to
          all matters covered in earlier filings), in any document filed by
          or on behalf of Company or any of its Subsidiaries with any
          securities commission or similar securities regulatory authority
          in any of the provinces of Canada, including without limitation
          any annual information form, financial statement, material change
          report or management proxy circular or in any document so filed
          or released by Company or its Subsidiaries to the public which is
          materially adverse to the Company or significantly impairs the
          Offeror in proceeding with the Offer or taking up and paying for
          Common Shares deposited under the Offer or that would impose
          material limitations or conditions on the purchase by or sale to
          the Offeror of the Common Shares under the Offer or the right of
          the Offeror to own or exercise full rights of ownership of the
          Common Shares or the Offeror's ability to effect a Compulsory
          Acquisition or Second-Step Transaction; and

                                EXHIBIT III
                            TO SUPPORT AGREEMENT

             REPRESENTATIONS AND WARRANTIES OF THE OFFEROR AND
                              OFFEROR'S PARENT

(a)  Organization and Qualification. Each of the Offeror and Offeror's
     Parent has been duly incorporated and is validly existing as a
     corporation under the jurisdiction of its incorporation, amalgamation
     or continuance and has full corporate power and authority to own its
     assets and conduct its business as now owned and conducted.

(b)  Authority Relative to this Agreement. Each of the Offeror and
     Offeror's Parent has the requisite corporate power and authority to
     execute and deliver into this Agreement and to perform its obligations
     hereunder. The execution and delivery of this Agreement by each of the
     Offeror and Offeror's Parent and the consummation by each of the
     Offeror and Offeror's Parent of the transactions contemplated by this
     Agreement, including without limitation, the making of the Offer and
     the taking up of and payment for Common Shares thereunder have been
     duly authorized by all requisite corporate action on the part of each
     of the Offeror and Offeror's Parent and no other corporate proceedings
     on the part of either the Offeror or Offeror's Parent are necessary to
     authorize this Agreement and the transactions contemplated hereby,
     including without limitation, the making of the Offer and the taking
     up of and payment for Common Shares thereunder. This Agreement has
     been duly executed and delivered by each of the Offeror and Offeror's
     Parent and constitutes a legal, valid and binding obligation of each
     of the Offeror and Offeror's Parent, enforceable against each of the
     Offeror and Offeror's Parent in accordance with its terms, subject to
     bankruptcy, insolvency, reorganization, fraudulent transfer,
     moratorium and other laws relating to or affecting the availability of
     equitable remedies and the enforcement of creditors' rights generally
     and to general principles of equity and public policy and the fact
     that the Currency Act (Canada) precludes a court in Canada from giving
     judgment in any currency other than Canadian currency. The execution
     and delivery by either the Offeror or Offeror's Parent of this
     Agreement and the performance by it of its obligations hereunder,
     including without limitation, the making of the Offer and the taking
     up of and payment for Common Shares thereunder, will not result in a
     material violation or breach of:

     (i)    any provision of its constating documents;

     (ii)   any applicable law, or, to its knowledge, any regulation,
            order, judgment or decree (subject to obtaining the
            authorizations, consents and approvals referred to in paragraph
            (e)), or

     (iii)  any material contract, agreement, arrangement or understanding
            to which it is a party or by which its properties are bound or
            subject which will have a Material Adverse effect on Offeror's
            Parent or significantly impede the completion of the
            transactions contemplated by this Agreement.

(c)  Approvals. Other than in connection with or in compliance with the
     provisions of the Competition Act (Canada), the Hart-Scott-Rodino Act,
     foreign antitrust laws and the Applicable Laws, no authorization,
     consent or approval of, or filing with, any Agency is necessary for
     the consummation by either the Offeror or Offeror's Parent of its
     obligations under this Agreement, including without limitation, the
     making of the Offer and the taking up of and payment for Common Shares
     thereunder, except for such authorizations, consents, approvals and
     filings the failure to obtain or make which would not, individually or
     in the aggregate, prevent, significantly impede or materially delay
     the consummation or completion of the transactions contemplated by
     this Agreement.

(d)  Availability of Financing. The Offeror has available to it financing
     sufficient to permit it to fulfil its obligations under this Agreement
     and make full payment for securities which the Offeror has agreed to
     acquire under the Offer and pay all related fees and expenses. If the
     Offeror is borrowing funds, the Offeror has provided to the Company
     evidence of the availability of such credit facilities or funding
     sources (and any modifications, variations and amendments thereto)
     setting out the terms and conditions of such credit facilities or
     funding sources.

(e)  Actions. There are (i) no claims, actions, proceedings, suits,
     investigations or reviews pending or, to the best of the knowledge of
     either the Offeror or Offeror's Parent threatened against the Offeror
     or Offeror's Parent or any of their properties or assets by or before
     any Agency or (ii) existing facts or conditions which may reasonably
     be expected, individually or in the aggregate, to be a proper basis
     for claims, actions, proceedings, suits, investigations or reviews;
     that, in either case, either individually or in the aggregate, could,
     or prevent, hinder or materially delay the consummation of the
     transactions contemplated hereby, including, without limitation, the
     making of the Offer and the taking up of, and payment for Common
     Shares thereunder.

                                EXHIBIT IV
                            TO SUPPORT AGREEMENT

               REPRESENTATIONS AND WARRANTIES OF THE COMPANY

(a)  Organization and Qualification. The Company has been duly incorporated
     and is validly existing as a corporation under the Act and has all
     requisite corporate power and authority to own, lease and operate
     properties and conduct its businesses as currently conducted. The
     Company is duly qualified to carry on business, and is in
     good-standing, in each jurisdiction in which the property owned,
     leased or operated by it or the nature of the business conducted by it
     makes such qualification necessary and where the failure to be so
     qualified or in good standing has, or would have, a Materially Adverse
     effect on the Company.

(b)  Capitalization. The authorized capital of the Company consists of
     100,000,000 Common Shares and 10,000,000 Preference Shares. As at the
     date of this Agreement there are (i) 7,468,541 Common Shares issued
     and outstanding (excluding 549,900 Common Shares which are held by the
     Company and which have not been cancelled) as fully paid and
     non-assessable shares, (ii) 57,411 Common Shares reserved for issue or
     transfer pursuant to all oustanding share appreciation rights granted
     prior to the date of this Agreement (assuming that the "Market Price"
     applicable under the share appreciation rights shall be determined to
     be the price per Common Share referred to in Section 1.1(a)), (iii)
     427,000 Common Shares reserved for issue or transfer pursuant to all
     oustanding Options granted prior to the date of this Agreement and
     (iv) no Preference Shares outstanding. Except as set forth on the
     Company Disclosure Schedule and the rights of the parties and the
     securityholders of the Company under this Agreement and the
     transactions contemplated herein, there are no Options, warrants,
     conversion privileges, calls or other rights, agreements,
     arrangements, commitments or obligations obligating the Company to
     issue, transfer or sell any shares of the Company or securities or
     obligations of any kind convertible into or exchangeable for any
     shares of the Company, nor are there outstanding any share
     appreciation rights, phantom equity or similar rights, agreements,
     arrangements or commitments based upon the share price, book value,
     income or any other attribute of the Company.

(c)  Subsidiaries. Other than the Subsidiaries set forth on the Company
     Disclosure Schedule, there are no Subsidiaries of the Company the
     total assets of which constituted more than ten percent of the
     consolidated assets of the Company or the total revenues of which
     constituted more than ten percent of the consolidated revenues of the
     Company, in each case as set out in the consolidated financial
     statements of the Company for the year ended July 31, 2003 and
     including each Subsidiary of the Company that directly or indirectly
     holds an equity interest in each such Subsidiary. Each of the
     Subsidiaries of the Company is validly existing and has all requisite
     corporate authority to own, lease and operate its properties and
     conduct its businesses as currently conducted. Neither the nature of
     its business nor the location or character of the assets owned or
     leased by any of the Subsidiaries of the Company requires it to be
     registered, licensed or otherwise qualified as an extra-provincial or
     foreign corporation in any jurisdiction other than jurisdictions where
     the relevant Subsidiary is duly registered, licensed or otherwise
     qualified for such purpose as previously disclosed to the Offeror's
     Parent. All of the outstanding shares in the capital of or outstanding
     shares of capital stock or other ownership interests of such
     Subsidiaries are validly issued, fully paid and non assessable and
     except:

     (i)    as previously disclosed to the Offeror's Parent;

     (ii)   pursuant to the constating documents of any Subsidiary or any
            shareholder, partnership or joint venture or other similar
            agreements for Subsidiaries that are not wholly-owned; or

     (iii)  pursuant to existing financing arrangements;

     all such shares and other ownership interests owned directly or
     indirectly by the Company are owned free and clear of all Encumbrances
     other than as previously disclosed to Offeror's Parent. There are no
     outstanding Options, rights, entitlements, understandings or
     commitments (contingent or otherwise) regarding the right to acquire
     any such share or other ownership interests in any such Subsidiaries.
     There are no Options, warrants, entitlements, conversion privileges or
     other rights, agreements, arrangements or commitments obligating any
     such Subsidiaries to issue or sell any shares of such Subsidiary or
     securities or obligations of any kind convertible into or exchangeable
     for any shares of such Subsidiary.

(d)  Authority Relative to this Agreement. The Company has the requisite
     corporate power and authority to execute and deliver this Agreement
     and to perform its obligations hereunder. The execution and delivery
     of this Agreement by the Company and the performance by the Company of
     its obligations hereunder have been duly authorized by the Board of
     Directors and no other corporate proceedings on the part of the
     Company are necessary to authorize this Agreement and the transactions
     contemplated hereunder, subject to approval of the Directors Circular
     by the Board of Directors provided that additional corporate
     proceedings on the part of the Company, including approvals by the
     Board of Directors and in some cases holders of Common Shares may be
     required to authorize (i) a Compulsory Acquisition; (ii) a Second-Step
     Transaction; (iii) the transactions described in section 1.5 and (iv)
     cancellation of the Excess Treasury Shares. This Agreement has been
     duly executed and delivered by the Company and constitutes a legal,
     valid and binding obligation of the Company enforceable by the Offeror
     and Offeror's Parent against the Company in accordance with its terms,
     subject to bankruptcy, insolvency, reorganization, fraudulent
     transfer, moratorium and other laws relating to or affecting the
     availability of equitable remedies and the enforcement of creditors'
     rights generally and to general principles of equity and public policy
     and the fact that the Currency Act (Canada) precludes a court in
     Canada from giving judgment in any currency other than Canadian
     currency. The execution and delivery by the Company of this Agreement
     and performance by it of its obligations hereunder and the
     transactions contemplated hereby will not result in:

     (i)    a material violation or breach of any provision of or
            constitute a default (or an event that with notice or lapse of
            time or both would become a default) under,

            (A)  its constating documents or those of any of its
                 Subsidiaries,

            (B)  any applicable law or, to its knowledge, any regulation,
                 order, judgment or decree (subject to obtaining the
                 authorizations, consents and approvals referred to in
                 paragraph (e)), or

            (C)  any material contract, agreement, arrangement,
                 understanding, license, franchise or permit to which it or
                 any of its Subsidiaries is a party or by which any of them
                 or their properties is bound or is subject, or

     (ii)   the imposition of any Encumbrance upon any of its assets or the
            assets of any of its Subsidiaries.

(e)  Approvals. Other than in connection with or in compliance with the
     provisions of the Competition Act (Canada), the Hart-Scott-Rodino Act,
     foreign antitrust laws and the Applicable Laws, no authorization,
     consent or approval of, or filing with, any Agency is necessary for
     the consummation by the Company of its obligations under this
     Agreement, except for such authorizations, consents, approvals and
     filings the failure to obtain or make would not prevent, significantly
     impede or materially delay the consummation or completion of the
     transactions contemplated by this Agreement.

(f)  Financial Statements and Disclosure Documents. The audited financial
     statements of the Company prepared on a consolidated basis, for and as
     at the years ended July 31, 2002 and July 31, 2003 have been prepared
     in accordance with generally accepted accounting principles in Canada
     ("GAAP") consistently applied (except as noted in such statements) and
     fairly present in all material respects the financial position of the
     Company and its Subsidiaries as at the respective dates thereof and
     the results of operations and cash flows of the Company and its
     Subsidiaries on a consolidated basis for the respective periods
     covered thereby. The Company has filed with the appropriate Agency
     true and complete copies of all forms, reports, schedules, statements
     and other documents required to be filed by it under the Applicable
     Laws since July 31, 2001. The Company's Disclosure Documents were, as
     of their respective dates, in compliance in all material respects with
     the Applicable Laws and did not, when filed, contain any
     "misrepresentation" within the meaning of the Applicable Laws and
     complied in all material respects with the requirements of Applicable
     Laws and make full disclosure of and provision for all material actual
     and contingent liabilities.

(g)  Absence of Certain Changes or Events. Since July 31, 2003, except as
     has been publicly disclosed in one or more documents filed under the
     Applicable Laws prior to the date of this Agreement or as contemplated
     by this Agreement or disclosed to the Offeror or Offeror's Parent in
     writing:

     (i)    the Company has conducted its business only in the ordinary
            course of business;

     (ii)   no liability or obligation of any nature (whether absolute,
            accrued, contingent or otherwise) material to the Company and
            its Subsidiaries, taken as a whole, has been incurred other
            than in the ordinary course of business;

     (iii)  none of the Company or any of the Subsidiaries, directly or
            indirectly, has declared or paid any dividends or declared or
            made any other payments or distributions on or in respect of
            any of its shares and has not, directly or indirectly,
            purchased or otherwise acquired any of its shares;

     (iv)   there has not been any change that, individually or in the
            aggregate, is or has been Materially Adverse to the Company;
            and

     (v)    as of the date of this Agreement, there are no material change
            reports filed on a confidential basis with any Agency or any
            other documents with any securities regulatory agency which
            remain confidential.

(h)  Disclosure. The Company has not failed to disclose in the Company's
     Disclosure Documents or to the Offeror or Offeror's Parent in writing,
     on or prior to the date of this Agreement, any information regarding
     any event, circumstance or action taken or failed to be taken since
     July 31, 2003 within the knowledge of the Company and not within the
     knowledge of the Offeror or Offeror's Parent as at the date of this
     Agreement which could reasonably be expected to be Materially Adverse
     to the Company. Without limitation, since July 31, 2003, except as set
     forth in the Company's Disclosure Documents that have been filed prior
     to the date of this Agreement pursuant to the Applicable Laws or,
     prior to the date of this Agreement, disclosed in writing to the
     Offeror or Offeror's Parent:

     (i)    except as disclosed in the Company Disclosure Schedule or as
            contemplated in this Agreement, none of the Company nor any of
            its Subsidiaries has (A) become a party to any written or oral
            agreement providing for severance, retention or termination
            payments to, or any employment agreement with, any officer or
            director, (B) granted any bonuses, salary increases, severance
            or termination payments to any officer or director or (C)
            entered into or modified any change of control, collective
            bargaining, bonus, incentive compensation or other compensation
            or benefit plan, policy, agreement, trust, fund or arrangement
            with, for, in respect of, or for the benefit or welfare of any
            employees of the Company or any of its Subsidiaries;

     (ii)   except as contemplated in this Agreement, none of the Company
            nor any of its Subsidiaries has incurred any liabilities or
            obligations of any nature (whether absolute, accrued,
            contingent or otherwise) that, either individually or in the
            aggregate, are material to the Company except those incurred in
            the ordinary course of business;

     (iii)  except as specifically contemplated by this Agreement, neither
            the Company nor any Subsidiary of the Company is or has become
            bound by any voting trust or other agreement or understanding
            with respect to the voting of any equity interests of the
            Company or any such Subsidiary;

     (iv)   except as specifically contemplated by this Agreement, neither
            the Company nor any Subsidiary of the Company is or has become
            bound by any material restrictions on the business or
            activities of the Company or any of its Subsidiaries;

     (v)    there have been no material claims, actions, proceedings,
            suits, investigations or reviews and, to the best of the
            Company's knowledge, no facts or conditions have arisen which
            may reasonably be expected, individually or in the aggregate,
            to be a proper basis for material claims, actions, proceedings,
            suits, investigations or reviews, commenced or, to the best of
            the knowledge of the Company, threatened against the Company or
            any of its Subsidiaries or any of their properties by or before
            any Agency, nor is the Company aware of any basis for any such
            claim, action, proceeding, suit, investigation or review; and

     (vi)   none of the Company nor any of its Subsidiaries nor any of
            their properties has been the subject of a judgement, order,
            writ, injunction or decree.

(i)  Compliance. None of the Company nor any of its Subsidiaries is in
     conflict with, or in default (including cross defaults) under or in
     violation of:

     (i)    its constating documents;

     (ii)   any law or, to its knowledge, any rule, regulation, order,
            judgement or decree applicable to it or by which any of its
            properties is bound or affected, or

     (iii)  any material contract, agreement, license, franchise or permit
            to which it is a party or by which any of its properties is
            bound or is subject.

(j)  Sarbanes-Oxley Compliance, etc.

     (i)    The Company has complied with and maintains the disclosure
            controls and procedures required by the U.S. Securities
            Exchange Act of 1934 Rule 13a-14 and Rule 15d-14. Such controls
            and procedures are effective to ensure that all material
            information concerning the Company and its Subsidiaries is made
            known on a timely basis to the individuals responsible for the
            preparation of Company's filings with the SEC and other public
            disclosure documents and the conclusions regarding the
            effectiveness of the disclosure controls and procedures set
            forth in the SEC Reports are true and correct in all material
            respects.

     (ii)   The chief executive officer and the chief financial officer of
            the Company have signed, and the Company has filed with the
            SEC, all certifications required by Sections 302 and Section
            906 of the Sarbanes-Oxley Act with respect to the SEC Reports
            filed since such certifications have been required and such
            certifications were true and correct when filed, contained no
            qualifications or exceptions to the matters certified therein
            and have not been modified or withdrawn.

     (iii)  Neither the Company nor any of its officers has received any
            notice from the SEC or any other governmental entity that any
            of its accounting policies or practices are the subject of any
            review, inquiry, investigation or challenge other than comments
            from the SEC on Company filings, which comments have either
            been satisfied or withdrawn by the SEC.

     (iv)   At the time of the signing of the audit report for any audit
            period commencing on or after January 1, 2000, as required by
            applicable law at the time the financial statements were signed
            by the auditor of the Company, the auditor of the Company's
            financial statements for each such period was (A) qualified as
            an "independent accountant" as required by the U.S. Securities
            and Exchange Act of 1934, as amended (and the rules and
            regulations promulgated thereunder) and (B) complied with the
            auditor independence requirements of applicable Canadian
            securities laws.

     (v)    For purposes of this paragraph (j), (A) "SEC" shall mean the
            U.S. Securities and Exchange Commission; (B) "Sarbanes-Oxley
            Act" shall mean the U.S. Sarbanes-Oxley Act of 2002 and the
            rule and regulations promulgated thereunder; (C) "principal
            executive officer" and "principal financial officer" shall have
            the meanings given to such terms in the Sarbanes-Oxley Act; and
            (D) "SEC Reports" shall mean all forms, reports and documents
            required to be filed by the Company with the SEC which were
            subject to the requirements of the Sarbanes-Oxley Act.

(k)  Property.

     (i)    Except as has been disclosed to Offeror's Parent prior to the
            execution of this Agreement, each of the Company and its
            Subsidiaries has good and marketable title to, is the legal and
            beneficial owner of the Owned Real Property or is entitled to
            the benefits of all of its properties and assets (real and
            personal, tangible and intangible, including Leased Real
            Property) necessary to permit the operation of its businesses
            as presently conducted. A full and complete description of all
            such property, including a list of all Owned Real Property (by
            reference to the owner, municipal address and legal
            description) and all Leased Real Property (by reference to the
            terms thereof and all relevant documents, including amendments,
            extension notices, registered notices, non-disturbance
            agreements) has been previously disclosed in writing to
            Offeror's Parent. Such properties and assets are not subject to
            any Encumbrance of any kind except those Encumbrances which do
            not adversely affect the value of such properties and assets,
            individually or in the aggregate, or as is reflected in the
            balance sheets forming part of the financial statements of the
            Company and except where the failure to have such title, or the
            existence of such Encumbrance, individually or in the
            aggregate, would not be Materially Adverse to the Company.

     (ii)   The Company is in the process of negotiating a land exchange
            agreement with LNF Holdings Inc. with respect to Company lands
            legally described as Parcel Identifier: 025-639-781 Lot 1
            Section 3 Township 2 New Westminster District Plan BCP5151 and
            LNF Holdings Inc. lands legally described as a portion of
            Parcel Identifier: 013-219-081 Parcel "A" (Reference Plan 2726)
            North East Quarter Section 3, Township 2 and at District Lot
            167 Group 2, New Westminster District (the "Land Exchange
            Agreement"). Except as disclosed in the Company Disclosure
            Schedule, the Company has not entered into the Land Exchange
            Agreement or any other agreement respecting the sale, transfer
            or exchange of the lands which are the subject of the Land
            Exchange Agreement.

     (iii)  Except as previously disclosed to Offeror's Parent, there are
            no (A) agreements, undertakings or other documents which affect
            or relate to the title to, or ownership, operation or
            management of, the Owned Real Property or (B) agreements or
            understandings between the landlord and tenant, or sublandlord
            and subtenant, or other relevant parties, other than as
            contained in the Real Property Leases, relating to the rights
            and obligations of the parties thereto or relating to the use
            and occupation of the Leased Real Property.

(l)  Tax Matters.

     (i)    Each of the Company and its Subsidiaries has filed all Tax
            Returns required to be filed by it (and such returns are true,
            complete and correct in all material respects), has paid in
            full on a timely basis all Taxes that are imposed under any
            laws or by any relevant taxing authority that are due and
            payable and has made adequate provision in the financial
            statements referred to above for the payment of all Taxes not
            then due and payable including all Taxes shown to be payable on
            the returns or on subsequent assessments with respect thereto
            and no other Taxes are payable by the Company or any of its
            Subsidiaries with respect to the items or time periods covered
            by the returns. Each of the Company and its Subsidiaries has
            made and will have made adequate and timely payment of
            instalments on account of Taxes for each of the taxation
            periods ending on or before the date on which the Offeror takes
            up and pays for the Common Shares under the Offer. With respect
            to any taxation period up to and including the date on which
            the Offeror takes up and pays for Common Shares under the Offer
            for which Tax Returns have not yet been filed or for which
            Taxes are not yet due and payable, each of the Company and its
            Subsidiaries has only incurred liabilities for Taxes in the
            ordinary course of its business consistent with past practice.
            Except as disclosed in writing to the Offeror or Offeror's
            Parent prior to the date of this Agreement, there are no
            outstanding waivers of any limitation periods or agreements
            providing for an extension of time for the filing of any tax
            return or the payment of any Taxes. No deficiencies exist or
            have been asserted with respect to Taxes of the Company or any
            of its Subsidiaries, neither the Company nor any Subsidiary of
            the Company is a party to any action or proceeding or
            assessment or collection of Taxes, nor has any such event been
            asserted or threatened against the Company or any of its
            Subsidiaries or any of their respective assets and to the best
            of the Company's knowledge, as of the date of this Agreement
            none of the Company nor any of its Subsidiaries is subject to
            any assessments, penalties or levies with respect to Taxes that
            will result in any liability on its part in respect of any
            period ending on or before the date of this Agreement in excess
            of the amount provided for in the financial statements referred
            to above. Except as disclosed in writing to the Offeror or
            Offeror's Parent prior to the date of this Agreement, to the
            knowledge of the Company and its Subsidiaries, no audit,
            investigation, assessment or reassessment of Taxes is
            reasonably anticipated or imminent.

     (ii)   Each of the Company and the Subsidiaries has duly and timely
            withheld all Taxes and other amounts required by law to be
            withheld by it (including Taxes and other amounts required to
            be withheld by it in respect of any amount paid or credited or
            deemed to be paid or credited by it to or for the account or
            benefit of any person, including any employees, officers or
            directors and any non-resident person), and has duly and timely
            remitted to the appropriate governmental authority such Taxes
            and other amounts required by law to be remitted by it.

     (iii)  Each of the Company and the Subsidiaries has duly and timely
            collected all amounts on account of any sales or transfer
            taxes, including goods and services, harmonized sales and
            local, state, provincial or territorial sales taxes, required
            by law to be collected by it and has duly and timely remitted
            to the appropriate governmental authority any such amounts
            required by law to be remitted by it.

(m)  Environmental Laws. Except as disclosed in writing to the Offeror or
     Offeror's Parent prior to the date of this Agreement:

     (i)    the operations of the Company and its Subsidiaries are in
            compliance with all applicable environmental laws and
            environmental permits in Canada and in other applicable foreign
            jurisdictions with environmental regulatory jurisdiction over
            the Company or any of its Subsidiaries except where the failure
            to be in compliance would not have a Material Adverse effect on
            the Company; and

     (ii)   none of the Company nor any of its Subsidiaries is, with
            respect to its businesses and operations, aware of or subject
            to any written notice, written notice of default, order,
            summons, or notice of judgment or commencement of proceedings
            of any nature related to any material breach, liability or
            remedial action (or alleged material breach, liability or
            remedial action) arising under environmental laws and
            environmental permits that could reasonably be expected to be,
            individually nor in the aggregate, Materially Adverse to the
            Company, and none of the Company or its Subsidiaries have (with
            respect to such businesses and operations) at any time given
            any written undertakings with respect to remedying any breach
            of, or liability under, environmental laws that have not been
            duly performed, which breach or liability could reasonably be
            expected to be, individually or in the aggregate, Materially
            Adverse to the Company.

(n)  Books and Records. The corporate records and minute books of the
     Company and its Subsidiaries have been maintained substantially in
     accordance with all applicable laws and are complete and accurate in
     all material respects.

(o)  Insurance. Policies of insurance in force as of the date hereof,
     naming the Company and its Subsidiaries as insureds adequately cover
     all risk reasonably and prudently foreseeable in the operation and
     conduct of the businesses of the Company and its Subsidiaries in such
     amounts and against such risks as are customarily carried and insured
     against by owners of comparable businesses, properties and assets. All
     such policies of insurance are in full force and effect and none of
     the Company or any of the Subsidiaries is in default, as to the
     payment of premiums or otherwise, under the terms of any such policy.
     The Company has previously disclosed to Offeror's Parent in writing a
     complete list of all policies of insurance which the Company or any of
     the Subsidiaries maintain and the particulars of such policies,
     including the name of the insurer, the risk insured against, the
     amount of coverage and the amount of any deductible and a summary of
     all claims under each such policy for the past three years.

(p)  Employment Agreements. Except as set forth in the Company Disclosure
     Schedule, the Company is not a party to any written or oral
     employment, service or consulting agreement specifically providing for
     severance or termination payments to any officer of the Company.

(q)  Non-Arm's Length Transactions.  Except as set forth in the Company
     Disclosure Schedule, no director or officer, former director or
     officer, shareholder or employee of, or any other person not dealing
     at arm's length (within the meaning of the Income Tax Act (Canada))
     with, the Company or any Subsidiary or any affiliate of the foregoing
     is engaged in any transaction or arrangement with or is a party to a
     contract with, or has any indebtedness, liability or obligation to,
     the Company or any of the Subsidiaries except for employment
     arrangements with employees, the terms of which have been disclosed to
     Offeror's Parent.

(r)  Pension and Employee Benefits. Except as disclosed to the Offeror or
     Offeror's Parent in writing prior to the date of this Agreement,
     neither the Company nor any Subsidiary of the Company has, or is
     subject to, any present or future obligation or liability under, any
     pension plan, deferred compensation plan, retirement income plan,
     Option or stock purchase plan, profit sharing plan, bonus plan or
     policy, employee group insurance plan, program policy or practice,
     formal or informal, with respect to its employees.

(s)  Material Agreements. Other than:

     (i)    as referred to in the Company's Disclosure Documents;

     (ii)   agreements, copies of which were in the data or information
            rooms maintained by the Company made available to Offeror's
            Parent; or

     (iii)  as set forth in a list provided to Offeror's Parent;

     there are no agreements material to the conduct of the Company's
     business. Except as disclosed in writing to Offeror's Parent or the
     Offeror, such agreements are all in full force and effect unamended
     and there are no outstanding material defaults or violations under any
     such agreements on the part of the Company or any of the Subsidiaries
     or, to the Company's knowledge, on the part of any other party to such
     agreements and no approval or consent of any person is needed in order
     that such agreements continue in full force and effect following
     consummation of the transactions contemplated hereby.

(t)  Indebtedness. The Company, together with its Subsidiaries on a
     consolidated basis, does not have any Indebtedness (excluding
     liabilities incurred in the ordinary course of business).

(u)  Liens, etc. Except as disclosed in writing to Offeror's Parent prior
     to the date hereof, there are no pledges, liens, charges, security
     interests, leases, title retention agreements, mortgages, restrictions
     or encumbrances of any kind or character whatsoever on any material
     asset of the Company or its Subsidiaries.

(v)  Intellectual Property.

     (i)    The Company has previously disclosed to Offeror's Parent a
            true, correct and complete list (including, to the extent
            applicable, registration, application or file numbers) of all
            patents, registered copyrights, registered trademarks, trade
            names, and registered service marks owned by the Company or any
            Subsidiary of the Company, including all domain names that are
            registered in the name of the Company or any Subsidiary of the
            Company and that are currently used in connection with the
            Company's business as it is now conducted, and all
            registrations of or applications for registration of any of the
            foregoing, including any additions thereto or extensions,
            continuations, renewals or divisions thereof (setting forth the
            registration, issue or serial number and a description of the
            same) (collectively, together with all trade dress, trade
            secrets, processes, formulae, designs, know-how and other
            intellectual property rights that are so owned, the "Owned
            Intellectual Property"). The Company has previously disclosed
            to Offeror's Parent true, correct and complete copies of each
            registration or application for registration covering any of
            the Owned Intellectual Property which is registered with, or in
            respect of which any application for registration has been
            filed with, any governmental entity.

     (ii)   All patents, copyrights, trademarks, trade names, service
            marks, domain names, trade dress, trade secrets, processes,
            formulae, designs, know-how and other intellectual property
            rights held by the Company or any Subsidiary of the Company
            under a license or similar arrangement (collectively, the
            "Licensed Intellectual Property" and, together with the Owned
            Intellectual Property, the "Intellectual Property"), together
            with the Owned Intellectual Property, includes all of the
            intellectual property rights owned or licensed by the Company
            and its Subsidiaries that are reasonably necessary to conduct
            the Company's business as it is now conducted. The Company,
            directly or through its Subsidiaries, has good, marketable and
            exclusive title to, and the valid and enforceable power and
            unqualified right to use, the Owned Intellectual Property free
            and clear of all liens and encumbrances and no person or entity
            other than the Company and its Subsidiaries has any material
            right or interest of any kind or nature in or with respect to
            the Owned Intellectual Property or any portion thereof or any
            material rights to use, market or exploit the Owned
            Intellectual Property or any portion thereof, except for rights
            that have been granted by the Company or any of its
            Subsidiaries to its customers as part of sales in the ordinary
            course of business or as disclosed in the Company Disclosure
            Schedule.

     (iii)  Except as set forth the Company Disclosure Schedule, neither
            the existence nor the sale, license, lease, transfer, use,
            reproduction, distribution, modification or other exploitation
            by the Company or any Subsidiary of the Company of any
            Intellectual Property, as is reasonably necessary to conduct
            the Company's business as it is currently conducted does or did
            (i) infringe on any patent, trademark, copyright or other right
            of any other person or (ii) constitute a misuse or
            misappropriation of any trade secret, know-how process,
            proprietary information or other right of any other person
            (each an "Infringement"). Since January 1, 2000, except (i) as
            set forth on the Company Disclosure Schedule, (ii) for
            agreements previously delivered to Purchaser with a claiming
            party pursuant to which such party has released or otherwise
            agreed to settle such claim of Infringement or (iii)
            settlements of claims of Infringements which were not
            individually or in the aggregate material, neither the Company
            nor any of its Subsidiaries has received in writing any
            complaint, assertion, threat or allegation or otherwise has
            notice of any lawsuit, claim, demand, proceeding or
            investigation involving matters of Infringement or is aware of
            any facts or circumstances that could reasonably be expected to
            give rise to any such lawsuit, claim, demand, proceeding or
            investigation. Except as required under any license agreements
            or similar agreements to which the Company or any Subsidiary of
            the Company is bound which (i) were placed in the Data Room on
            or prior to Thursday, August 21, 2003 or (ii) have previously
            been delivered by the Company to the Offeror's Parent, there
            are no restrictions on the ability of the Company or any
            Subsidiary of the Company to commercially exploit any Owned
            Intellectual Property or any Licensed Intellectual Property.

     (iv)   Except for agreements which (i) were placed in the Data Room on
            or prior to Thursday, August 21, 2003 or (ii) previously
            delivered to Offeror's Parent, neither the Company nor any
            Subsidiary of the Company has any obligation to indemnify any
            third party for any claims of any infringement,
            misappropriation or violation relating to any Intellectual
            Property.

     (v)    Except for agreements which (i) were placed in the Data Room on
            or prior to Thursday, August 21, 2003 or (ii) have previously
            been delivered by the Company to the Offeror's Parent, there
            are no settlement agreements, consents, judgments, orders,
            forbearance to sue or similar obligations limiting or
            restricting any rights of the Company or any Subsidiary of the
            Company in and to any Intellectual Property.

     (vi)   Each of the Company and the Subsidiaries of the Company is
            using or holding Intellectual Property to which it is not the
            sole beneficial and registered owner with the consent of or a
            licence from the owner of such Intellectual Property, all of
            which such consents or licences are in full force and effect
            and no material default exists on the part of the Company or
            any of the Subsidiaries of the Company or, to the knowledge of
            the Company or any of the Subsidiaries of the Company, on the
            part of any of the parties thereto.

(v)  Inventory. All inventories of the Company and its Subsidiaries are
     valued on the books of the Company and its Subsidiaries at the lower
     of cost, using the first in, first out method, or net realizable value
     in accordance with GAAP consistently applied. Inventories of finished
     goods are saleable and all other inventories are merchantable or
     usable and all inventories are in quantities usable or saleable in the
     ordinary course of business. The inventory levels have been maintained
     at the amounts required for the operations of the Company and its
     Subsidiaries as previously conducted and such inventory levels are
     adequate for such operations.

(w)  Major Suppliers and Customers. Other than as a result of the
     announcement of the Offer or the anticipated completion of the Offer,
     to the Company's knowledge, no material supplier or customer has any
     intention to change its relationship or the terms upon which it
     conducts business with the Company or any of its Subsidiaries.