CRITICALCONTROL SOLUTIONS (TSX-V: CCZ)
NEWS RELEASE
For Immediate Release: Monday, November 29, 2004
Calgary, Alberta

CRITICALCONTROL UPDATES CORPORATE GOVERNANCE SYSTEM

CriticalControl Solutions Corp., (“CriticalControl” or the “Company”) (TSX Venture: CCZ) is pleased to disclose its corporate governance system. The Toronto Stock Exchange ("TSE") has issued a series of guidelines (the "Guidelines") regarding effective Corporate Governance addressing matters such as the constitution of boards of directors and board committees, their functions and their independence from Management. The TSX Venture Exchange has adopted, as a listing requirement, that each Tier 1 listed company disclose its corporate governance system with reference to the Guidelines. Given the size of the Company, the depth of experience of the Board of Directors and Management, the industry in which the Company operates and the Company's aggressive growth strategy, the Board of Directors believes that its Corporate Governance practices are both appropriate and effective.

As required by the Guidelines, the Board of Directors of the CriticalControl (the "Board") have explicitly assumed responsibility for the proper stewardship of the Company. Within the corporate governance framework of the Company, responsibilities not delegated to Management of the Company or to a committee of the Board remain those of the full Board. The Board participates in the ongoing strategic planning process for the Company and assists Management in formulating short and long term objectives of the Company. More specifically, the Board reviews the performance of both the Company and Management in relation to these objectives. The Board regularly identifies business and regulatory risks associated with the activities of the Company as it considers appropriate. The Board takes ultimate responsibility for the appointment and monitoring of Management.

The Guidelines state that a majority of the Board should be comprised of "unrelated directors". An "unrelated director" is a director who is independent of Management and who is free from any interest which could, or could reasonably be perceived to, materially interfere with the director's ability to act with a view to the best interests of the Company other than interests and relationships arising from owning shares. A majority of the Board is considered "unrelated". Four of the seven directors are unrelated directors. These unrelated directors are Thomas Ulrich, John Kendall, Willard Kirkpatrick, and William Hammett. Each of the named unrelated directors is considered as such because none of them has worked for the Company, received remuneration from the Company in excess of director's fees and/or stock options, nor have any of them entered into material contracts with the Company. Three of the seven individuals are related directors. These related directors are George Watson, Alykhan Mamdani and Dennis Nerland. Mr. Watson is the Chief Executive Officer of the Company. Mr. Mamdani is the President and Chief Financial Officer of the Company. Mr. Nerland is the Company's Chairman of the Board and provides legal services to the Company.

The Guidelines state that where the Company has a "Significant Shareholder" as defined in the Guidelines, the Board should include a number of directors who do not have interests in or relationships with either the Company or the "Significant Shareholder". "Significant Shareholder" is defined by the Guidelines to be a Shareholder with the ability to exercise a majority of votes for the election of directors. The Company does not have a "Significant Shareholder".

The Guidelines state that the Board should appoint a committee of directors composed exclusively of outside (i.e. non-management) directors, a majority of whom are unrelated directors, with the responsibility for proposing to the full Board new nominees to the Board and for assessing directors on an on-going basis. The Board has chosen not to delegate this responsibility to a committee and as such, the Board, the majority of which is unrelated and independent, maintains responsibility for these matters.

The Guidelines state that the Board should implement a process to be carried out by the nominating committee or other appropriate committee for assessing the effectiveness of the Board as a whole, committees of the Board, and the contribution of individual directors. The Board has implemented a process for formally assessing the effectiveness of the Board as a whole, committees of the Board, and the contribution of individual directors. These items are then assessed by the Board from time to time as the need arises.

The Guidelines state that the Board should implement an orientation and education program for new members of the Board. The Company currently has an informal process of orientation and education for new members of the Board. No formal process is planned.

The Guidelines state that a Board should examine its size and, with a view to determining the impact of the number upon effectiveness, undertake where appropriate, a program to reduce the number of directors to a number which facilitates more effective decision-making. The Board reviews its size on an on-going basis with a view to determining the impact of the number upon effectiveness. The Board is currently comfortable with its size.

The Guidelines state that the Board should review the adequacy and form of the compensation of directors and ensure that the compensation realistically reflects the responsibilities and risks involved in being an effective director. The Board currently has a Compensation Committee with a mandate for reviewing the adequacy and form of compensation of directors and officers. The Compensation Committee reports its findings to the full Board.

The Guidelines state that committees of the Board should generally be composed of outside directors (i.e. non-management), a majority of whom are unrelated directors, although some board committees, such as an Executive Committee, may include one or more inside directors. The Company currently has 2 standing committees of the Board; the Audit Committee and the Compensation Committee.

The Audit Committee is responsible for the engagement of the Company's independent auditors and reviews with them, independently of Management, the scope and timing of their audit services and any other services they are asked to perform, their report on the Company's financial statements following completion of the audit and the Company's policies and procedures with respect to internal accounting and financial controls. This committee is comprised of three directors; William Hammett, Willard Kirkpatrick and Dennis Nerland, the all of whom are independent of Management.

It is the task of the Compensation Committee to periodically review the compensation structure of the Company with respect to its executive officers and directors to ensure that the Company continues to attract and retain quality and experienced individuals to its management team and Board and to motivate these individuals to perform to the best of their ability and in the best interests of the Company. The Compensation Committee makes recommendations with respect to the compensation of the executive officers and the Board to the Board, which gives final approval with respect to any executive compensation and director compensation matters and issues. The Compensation Committee is comprised of Thomas Ulrich, John Kendall and Dennis Nerland, all of whom are independent of Management.

The Guidelines state that the Board should expressly assume responsibility for, or assign to a committee of directors the general responsibility for, developing the Company's approach to corporate governance issues. As stated earlier, the Board has chosen not to delegate these responsibilities to a committee and deals with the Company's approach to Corporate Governance as a full Board.

The Guidelines state that the Board, together with the Chief Executive Officer, should develop position descriptions for the Chief Executive Officer and for the Board, involving the definition of the limits to Management's responsibilities. The Guidelines further state that the Board should approve or develop the corporate objectives which the Chief Executive Officer is responsible for meeting. The Board has developed formal position descriptions for the Chief Executive Officer and the Board.

The Guidelines state that the Board should have in place appropriate structures and procedures to ensure that the Board can function independently of Management. It is suggested that an appropriate structure would be to (i) appoint a chair of the Board who is not a member of management with responsibility to ensure the Board discharges its responsibilities or (ii) adopt alternative measures such as assigning this responsibility to a committee of directors or to a director, sometimes referred to as the "lead director". It is suggested by the guidelines that appropriate procedures may involve the Board meeting on a regular basis without management present or may expressly involve assigning the responsibility for administering the Board's relationship to Management or a committee of the Board. The Board functions independently as a majority of the members of the Board are not involved in Management. Also, the Company separates the functions of the Chief Executive Officer and Chairman of the Board, the latter being charged with the responsibility of ensuring that the Board discharges its responsibilities. Further, when appropriate, the Board excuses Management from meetings and conducts business and makes decisions exclusive of Management.

The Guidelines state that the Board should implement a system which enables an individual director to engage an outside advisor at the expense of the Company in appropriate circumstances. The Company allows any member of the Board or committee of the Board to engage an outside advisor at the expense of the Company in appropriate circumstances.

About CriticalControl:

CriticalControl provides organizations better control over their mission critical information. We build, operate and support applications which gather, manage and disseminate information primarily in government and the energy sector. Our imaging service bureau and outsourcing offering is the front end document gathering and control service for numerous government departments. We provide high end content and information management expertise to our government and energy sector clients to manage and securely share their critical information. Using our core area of expertise, we have assembled industry leading information control applications for the energy sector. These applications include ezy-Ops, a leading materials management application for the upstream oil and gas sector and PipeWorks, an industry leading application for the operation of pipelines around the world. For more information, please visit www.criticalcontrol.com.

For further information, please contact:

Mr. George Watson
Chief Executive Officer
Tel: (403) 705-7500
Fax: (403) 705-7555
E-mail: george.watson@criticalcontrol.com

or

Mr. Alykhan Mamdani
President
Tel: (403) 705-7500
Fax: (403) 705-7555
E-mail: alykhan@criticalcontrol.com

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this press release.