Board of Directors

Name	Principal Occupation	Director Since
Donald Steele (1)(2)(3)(4)	President, Mercantile Bancorp Ltd	April 25, 2005
Mitchell Taylor (1)(2)(3)	President & CEO, Bellingham Marine Industries	May 17, 2005
Dan. J. Stearne	President and CEO of Inventronics since May 2000.	Sept. 17, 1998
Alan R. Wiggan (1)(2)(3)	Retired since 2001. Previously, Senior Partner, Parallel Strategies, a marketing and communications firm	March 8, 2002

(1) = Audit Committee member
(2) = Compensation Committee member
(3) = Governance Committee member
(4) = Chairman

Corporate Governance Guidelines
The Toronto Stock Exchange has guidelines to ensure that its listed companies, and those listed on Tier 1 of its TSX Venture Exchange affiliate, practice good corporate governance. Inventronics strongly endorses this initiative. Here are the guidelines, and corresponding information about Inventronics' practices.

TSX Guidelines	Inventronics' Practices
1) The Board of directors of every corporation should explicitly assume responsibility for the stewardship of the Corporation.	The Board's mandate is to provide direction for the appropriate stewardship of Inventronics, and to act in the best interests of its stakeholders. The Board conducts its activities in accordance with: the Business Corporations Act (Alberta); the Corporation's Articles of Continuation and By-Laws; the Corporation's Code of Conduct; and other applicable Inventronics policies. The Board approves all significant decisions that affect the Company before they are implemented. It also provides guidance in their implementation and reviews the results.
As part of the overall stewardship responsibility, the Board of directors of every corporation should assume responsibility for: (a) the adoption of a strategic planning process	The Inventronics Board had adopted a planning process that establishes long-range objectives and an annual review of the strategic plan. Significant Management initiatives with a material impact upon the strategic plan require Board approval.
(b) the identification of principal risks, and the implementation of appropriate systems to manage these risks;	The Board ensures that Management has identified the principal risks facing Inventronics and that policies and systems are in place to address these risks. The Board regularly reviews reports and discusses significant risk issues with Management and with the Corporation's auditors.
(c) succession planning, including appointing, training and monitoring senior management;	The Inventronics Board is responsible for choosing the President and CEO and for the monitoring of senior Management performance through annual reviews. The Board establishes the corporate goals and compensation of the President and CEO. The Board also ensures that processes are in place to recruit senior managers with the highest standards of integrity and competence, and to train, develop and retain them.
(d) communications policy for the corporation;	The Board, through its Audit Committee, approves all of Inventronics' major communications including annual and quarterly reports, financial documents and news releases. The Board has designated the President and CEO, and the Senior VP and CFO, as Inventronics' primary spokesmen to ensure effective, consistent communication between the Company and its shareholders, regulatory agencies and the public. Inventronics has a Corporate Disclosure Policy that ensures the accurate and timely communication of all important information via news releases, the Corporation's Web site, conference calls, etc.
(e) the integrity of the corporation's internal control and management information systems.	The Board, through its Audit Committee, examines the effectiveness of Inventronics' internal control processes and management information systems. The Committee reviews the methods of controlling corporate assets and information systems, and oversees the financial reporting process in accordance with generally accepted accounting principles.
2) The board of directors of every corporation should be constituted with a majority of individuals who qualify as unrelated directors.	A majority of Inventronics' five Directors are unrelated. The exceptions are Dan J. Stearne, the Corporation's President and CEO, and Julian Remedios, a partner in Mercantile Bancorp Limited, agent for Inventronics' subordinated debt lenders.
3) The application of the definition of "unrelated" director to the circumstances of each individual director should be the responsibility of the Board, which will be required to disclose on an annual basis whether the Board has a majority of unrelated directors.	The Board as a whole reviews the relationships that each Director, through his involvement with other enterprises, has with Inventronics. See also the Item 2 information.
4) The Board of directors of every corporation should appoint a committee of directors composed exclusively of outside (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 ongoing basis.	The Board has a Governance Committee, composed exclusively of outside directors, a majority of whom are unrelated directors, that is responsible for the nomination process and for assessing directors on an ongoing basis.
5) Every Board of directors 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, the committees of the Board, and the contribution of individual directors.	The role of the Governance Committee is to evaluate the effectiveness of the Board, Board committees and individual Directors. The Committee surveys Directors to provide feedback on the effectiveness of the Board. The Committee recommends changes to enhance the performance of the Board, based on the survey feedback.
6) Every corporation, as an integral element of the process for appointing new directors, should provide an orientation and education program for new recruits to the Board.	The Chairman, CEO and various Board members conduct information sessions for both new and existing Board members. All new members receive a Board manual containing a record of historical public information about Inventronics, as well as the charters of the Board and its committees, and other relevant corporate and business information. Senior managers make regular presentations to the Board concerning the main areas of Inventronics' business.
7) Every Board of directors 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's size, at five directors, is viewed at this time as being very effective. It enables the Board to operate in an efficient and prudent manner.
8) The Board of directors should review the adequacy and form of the compensation of directors, and ensure the compensation realistically reflects the responsibilities and risk involved in being an effective director.	The Board's compensation, in addition to annual retainers and meeting fees, is tied to the performance of the Corporation through share options, and is assessed by the Board annually.
9) Committees of the Board of directors should generally be composed of outside (non-management) directors, a majority of whom are unrelated directors.	All Committees of the Board are composed of non-Management directors, a majority of whom are unrelated.
10) Every Board of directors should expressly assume responsibility for, or assign to a committee of directors the general responsibility for, developing the corporation's approach to governance issues. This committee would, amongst other things, be responsible for the corporation's response to these governance guidelines.	The Governance Committee is responsible for developing and monitoring Inventronics' overall governance principles, recommending any changes, and approving the Company's disclosures in response to the TSX governance guidelines.
11) The Board of directors, together with the CEO, should develop position descriptions for the Board and for the CEO, involving the definition of the limits to management's responsibilities. In addition, the Board should approve or develop the corporate objectives the CEO is responsible for meeting.	The Board has established policies which define the limits to Management's responsibilities; in addition, it develops position descriptions for the Board and corporate objectives for the CEO.
12) Every Board of directors should have in place appropriate structures and procedures to ensure that the Board can function independently of management.	The Board is comprised of a majority of independent directors. The Board regularly meets independent of Management and independently with the Corporation's auditors. The Chairman is an independent director with the sole responsibility for setting Board agendas.
13) The Audit Committee of every Board of directors should be composed only of outside (non-management) directors. The roles and responsibilities of the Audit Committee should be specifically defined so as to provide appropriate guidance to Audit Committee members as to their duties. The Audit Committee should have direct communication lines with the internal and external auditors to discuss and review specific issues as appropriate. The Audit Committee's duties should include oversight responsibility for management reporting on internal control.	The Audit Committee, which is composed of outside directors, is a separately constituted committee of the Board. It is responsible for reviewing audit functions and recommending for approval to the Board all public disclosure information. The Committee makes inquiries to ensure that Management has effective internal control systems in place, and meets with the auditors with and without Management present on a quarterly basis.
14) The Board of directors should implement a system that enables an individual director to engage an outside advisor at the expense of the corporation in appropriate circumstances. The engagement of the outside advisor should be subject to the approval of an appropriate committee of the Board.	Individual Board members may engage outside advisors at the Corporation's expense, subject to the approval of the Chairman.