Unican Security Systems Limited

MRRS Decision

IN THE MATTER OF

THE SECURITIES LEGISLATION

OF ALBERTA, SASKATCHEWAN,

ONTARIO, QUEBEC, NOVA SCOTIA AND NEWFOUNDLAND

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM FOR

EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

UNICAN SECURITY SYSTEMS LIMITED

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of Alberta,Saskatchewan, Ontario, Québec, Nova Scotia and Newfoundland (the "Jurisdictions") has received an application fromUnican Security Systems Limited (the "Filer") for a decision under the securities legislation of the Jurisdictions (the"Legislation") that the Filer be deemed to have ceased to be a reporting issuer under the Legislation;

AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief Applications (the "System"),the Commission des valeurs mobilières du Québec is the principal regulator for this application;

AND WHEREAS the Filer has represented to the Decision Makers that:

1. the Filer was formed under the laws of Canada, is a reporting issuer in each of the Jurisdictions and is not indefault of any of the requirements of the Legislation;

2. the Filer's head office is located in Montréal, Québec;

3. the authorized capital of the Filer consists of an unlimited number of Class A Voting Shares (the "Class AShares") and an unlimited number of Class B Subordinate Voting Shares (the "Class B Shares" and, togetherwith the Class A Shares, the "Shares"). As at the date hereof, the Filer had issued and outstanding 5,024,175Class A Shares and 16,867,119 Class B Shares;

4. on March 12, 2001, Kaba Holding A.G., through its wholly-owned subsidiary USSL Acquisitionco Inc. ("USSL"),made an offer (the "Offer") dated March 8, 2001, to acquire all of the issued and outstanding Shares of the Filernot already owned by USSL or its affiliates and associates. The Offer expired on April 3, 2001, and over 90%of the outstanding Shares not already owned by USSL or its affiliates and associates were tendered into theOffer. On April 12, 2001, USSL took up and paid for all of the Shares tendered under the Offer;

5. USSL is a private company incorporated under the Canada Business Corporations Act (the "CBCA");

6. on April 12, 2001, pursuant to the compulsory acquisition procedures under section 206 of the CBCA, USSLacquired all of the remaining Shares of the Filer not already owned by USSL or its affiliates and associates;

7. at the time of the Offer, the Filer's Class A Shares and Class B Shares were listed and posted for trading onthe Toronto Stock Exchange ("TSE") under the respective stock symbols "UCS.A" and "UCS.B". The Shareswere delisted from the TSE effective April 16, 2001 and no securities of the Filer are listed or quoted on anyexchange or market;

8. as a result of the acquisition of Shares described at paragraphs 4 and 6, USSL is the sole security holder ofthe Filer;

9. the Filer has no other securities, including debt securities, outstanding; and

10. the Filer does not intend to seek public financing by way of an offering of its securities.

AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each DecisionMaker (collectively, the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that providesthe Decision Maker with the jurisdiction to make the Decision has been met;

THE DECISION of the Decision Makers under the Legislation is that the Filer is deemed to have ceased to bea reporting issuer under the Legislation.

DATED at Montréal, Québec this May 23, 2001.

"Edvie Élysée"