Wescam Inc. — M&A Activity 2002

Sep 20, 2002

MATERIAL CHANGE REPORT

PURSUANT TO

SECTION 85(1) OF THE SECURITIES ACT (BRITISH COLUMBIA) SECTION 118(2) OF THE SECURITIES ACT (ALBERTA) SECTION 84(1) OF THE SECURITIES ACT (SASKATCHEWAN) SECTION 75(2) OF THE SECURITIES ACT (ONTARIO) SECTION 73 OF THE SECURITIES ACT (QUEBEC) SECTION 81(2) OF THE SECURITIES ACT (NOVA SCOTIA) SECTION 76(2) OF THE SECURITIES ACT (NEWFOUNDLAND)

ITEM 1: REPORTING ISSUER

WESCAM INC. 649 North Service Road West Burlington, ON L7P 5B9

ITEM 2: DATE OF MATERIAL CHANGE September 17, 2002.

ITEM 3: PRESS RELEASE

A press release disclosing the material change was issued in Burlington, Ontario by Wescam Inc. ( “Wescam” ) on September 18, 2002, a copy of which is attached hereto as Schedule “A”.

ITEM 4: SUMMARY OF MATERIAL CHANGE

On September 18, 2002, Wescam announced that it had entered into a definitive support agreement (the “Support Agreement” ) with L-3 Communications Corporation, a company existing under the laws of the State of Delaware ( “L-3” ) and a subsidiary of L-3 (the “Offeror” ), pursuant to which the Offeror will make an offer by way of a take-over bid for all of the common shares (the “Shares” ) of Wescam (the “Offer” ), including the common shares issuable upon exercise of options issued under Wescam’s stock option plan, for Cdn.$9.50 per Share.

Under the Support Agreement, Wescam represented to L-3 and the Offeror that Wescam’s board of directors (the “Board” ), upon consultation with its advisors, had unanimously determined that the Offer is in the best interests of Wescam and had unanimously approved the Offer, the entering into of the Support Agreement and the making of a recommendation that Wescam’s shareholders ( “Shareholders” ) accept the Offer.

ITEM 5: FULL DESCRIPTION OF MATERIAL CHANGE

On September 17, 2002, Wescam entered into the Support Agreement with L-3 and the Offeror with respect to the Offer, a summary of which appears below.

TOR_A2G:593988.3 200209201027 1030270

• 2 -

Under the Support Agreement, Wescam represented to L-3 and the Offeror that the Board, upon consultation with its advisors, had unanimously determined that the Offer is in the best interests of Wescam and had unanimously approved the Offer, the entering into of the Support Agreement and the making of a recommendation that Shareholders accept the Offer.

Special Committee and Advisors

The Board established a special committee (the “Special Committee” ) to receive, consider and discuss the details of the strategic alternatives available to Wescam. The Special Committee evaluated the Offer and Wescam’s other alternatives and recommended to the Board that it authorize entering into of the Support Agreement and that it make a recommendation to the Shareholders that they accept the Offer. The Board also retained Quarterdeck Investment Partners, LLC ( “Quarterdeck” ) as the financial advisor to the Board. Quarterdeck has delivered an opinion that the Offer is fair from a financial point of view to Shareholders.

No Solicitations

Under the Support Agreement, Wescam has agreed that it will not, and will cause its subsidiaries not to, directly or indirectly, through any officer, director, employee, advisor, representative, agent or otherwise (including any investment banker, lawyer or accountant), (i) make, solicit, initiate, encourage or otherwise facilitate (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) inquiries from or submissions of proposals or offers from any other person, company, partnership or other business organization whatsoever (including any of its officers or employees) relating to any liquidation, dissolution, recapitalization, merger, amalgamation or acquisition or purchase of all or a material portion of the assets of, or any equity interest (including Shares) in, Wescam or any of its subsidiaries or other similar transaction or business combination involving Wescam or any of its subsidiaries (any of such foregoing inquiries or proposals being referred to herein as an “ Acquisition Proposal ”); (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to or otherwise co-operate in any way with, assist or participate in, facilitate or encourage any effort or attempt by any other person to do or seek to do any of the foregoing; or (iii) approve or recommend any Acquisition Proposal. Notwithstanding the preceding sentence nothing shall prevent the Board from considering, participating in any discussions or negotiations or entering into a confidentiality agreement and providing information in accordance with the Support Agreement (but, subject to the Offeror’s right to match described below, Wescam will not approve, recommend or enter into any other agreement, arrangement or understanding) regarding an unsolicited bona fide written Acquisition Proposal (i) that is not subject to a financing contingency and in respect of which adequate arrangements have been made to ensure that the required funds will be available to effect payment in full for all Shares, (ii) that did not otherwise result from a breach of the “No Solicitation” provisions, and (iii) that the Board has determined in good faith (after consultation with its financial advisors and with outside

TOR_A2G:593988.3 200209201027 1030270

• 3 -

counsel) is reasonably capable of being completed, taking into account all legal, financial, regulatory and other aspects of such proposal and the party making the proposal and, would, if consummated in accordance with its terms, reasonably be expected to result in a transaction which is more favorable to Shareholders from a financial point of view than the Offer (a “Superior Proposal”).

Wescam has agreed to immediately provide notice to L-3 of any future bona fide Acquisition Proposal or any request for non-public information relating to Wescam or any of its subsidiaries in connection with such a bona fide Acquisition Proposal or for access to the properties, books or records of Wescam or any subsidiary by any person or entity that informs Wescam, any member of the Board or such subsidiary that it is considering making, or has made, an Acquisition Proposal. Such notice to L-3 shall be made from time to time upon a member of the Board or a senior officer becoming aware of such request or proposal, first immediately orally and then promptly in writing and shall indicate the identity of the person making such proposal, inquiry or contact, all material terms thereof and such other details of the proposal, inquiry or contact known to Wescam or as the Offeror may reasonably request.

Wescam has also agreed that if it receives a request for non-public information or access to properties books or records of Wescam or any of its subsidiaries from a party who proposes to Wescam an unsolicited bona fide written Acquisition Proposal and Wescam is permitted under the Support Agreement to negotiate the terms of such Acquisition Proposal then, and only in such case, Wescam may provide such party with access to information regarding Wescam, subject to the execution of a confidentiality and standstill agreement which is substantially similar to the agreement then in effect between Wescam and L-3, provided however that Wescam sends a copy of any such confidentiality agreement to L-3 promptly upon its execution and L-3 is provided with a list of or copies of the information provided to such person and is immediately provided with access to similar information to which such person was provided.

Right to Match by Offeror

Wescam has agreed that subject to compliance with the provisions described above under the heading “No Solicitations”, and subject to L-3’s right under certain circumstances to be paid a fee by Wescam as described below and subject to the provisions described under this heading, Wescam may approve or recommend any agreement, understanding or arrangement in respect of a Superior Proposal if, and only if: (i) it has provided the Offeror with a copy of the Superior Proposal document; and (ii) five business days (the “Match Period” ) shall have elapsed from the later of (A) the date the Offeror received written notice (a “Match Notice” ) advising the Offeror that the Board has resolved, subject only to compliance with these provisions, to accept, approve, recommend or enter into an agreement, understanding or arrangement in respect of such Superior Proposal, specifying the terms and conditions of such Superior Proposal and identifying the person making such Superior Proposal and (B) the date the Offeror received a copy of such Superior Proposal.

TOR_A2G:593988.3 200209201027 1030270

• 4 -

Wescam has agreed that during a Match Period, the Offeror shall have the right, but not the obligation, to offer to amend the terms of the Support Agreement and/or the Offer. The Board will review any offer by the Offeror to amend the terms of the Support Agreement and/or the Offer in good faith in order to determine, in its discretion in the exercise of its fiduciary duties, whether the Offeror’s offer, upon acceptance by Wescam, would result in such Superior Proposal ceasing to be a Superior Proposal. If the Board so determines, it will enter into an amended agreement with the Offeror and L-3 reflecting the Offeror’s amended proposal. If the Board continues to believe, in good faith, after consultation with its financial advisors and outside counsel, that such Superior Proposal remains a Superior Proposal and therefore rejects the Offeror’s offer to amend the terms of the Support Agreement and/or the Offer, Wescam may terminate the Support Agreement; provided however, that Wescam must pay to L- 3 the fee payable to L-3 described below prior to the termination of the Support Agreement and the entering into of a definitive written agreement, understanding or arrangement regarding such Superior Proposal. Wescam has acknowledged and agreed that the payment of such fee is a condition to the valid termination of the Support Agreement in this circumstance.

Wescam has also acknowledged and agreed that each successive material amendment to any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of the requirement to initiate an additional Match Notice and Match Period.

Fees and Expenses

If at any time after the execution of the Support Agreement:

• (i) Wescam or the Board shall propose to terminate the Support Agreement in order to enter into a definitive written agreement, understanding or arrangement with respect to a Superior Proposal;

• (ii) following a written request by L-3, the Board shall have failed to reaffirm its recommendation of the Offer by press statement within two business days after the public announcement of any Acquisition Proposal (or, in the event that the Offer shall be scheduled to expire within such two business day period, prior to the scheduled expiry of the Offer if practicable) and in a directors’ circular within 10 days after mailing of any such Acquisition Proposal; or

• (iii) (A) an Acquisition Proposal other than the Offer is publicly announced, proposed, offered or made to the Shareholders or Wescam prior to the expiry of the Offer, and (B) the period during which Shares may be deposited under the Offer expires and the condition of the Offer relating to the minimum number of Shares that must be deposited has not been satisfied, and (C) Wescam consummates an Acquisition Proposal other than the Offer at any time within 15 months following the expiry of the Offer;

TOR_A2G:593988.3 200209201027 1030270

• 5 -

then Wescam shall pay to L-3 the sum of Cdn.$6,800,000. In the case of paragraph (i) above, such amount shall be paid prior to the termination of the Support Agreement. In the case of paragraph (ii) above, such amount shall be paid by 5:00 p.m. on the business day following of the occurrence of any of the events described therein. In the case of paragraph (iii) above, such amount shall be paid by 5:00 p.m. on the business day following the consummation by Wescam of an Acquisition Proposal other than the Offer.

If, in circumstances in which paragraphs (i), (ii) and (iii) above do not apply, the Offer has been made, but the Agreement has been terminated prior to the expiry of the Offer on the grounds outlined in paragraphs (ii)(b), (ii)(c) or (ix) under the heading “Termination” below, Wescam shall pay to L-3 the sum of Cdn.$1,250,000 by 5:00 p.m. on the business day following the expiry of the Offer.

Termination

The Support Agreement may be terminated by notice in writing in certain circumstances including:

• (i) at any time prior to the time (the “Effective Time” ) of the first opportunity to appoint or elect to the Board persons designated by the Offeror who represent a majority of the directors of Wescam, by mutual written consent of L-3, the Offeror and Wescam;

• (ii) by the Offeror at any time:

• (a) after the latest permitted mailing date of the Offer if any condition to making the Offer is not satisfied or waived by such date except if such condition is not satisfied due to a material breach by L-3 or the Offeror of any material covenant or obligation under the Support Agreement;

• (b) if Wescam shall have failed to strictly observe and perform its covenants with respect to the issuance of securities or the incurrence of debt, or shall have failed to observe and perform any other covenant in any material respect; or

• (c) if any representation or warranty of Wescam shall be untrue or incorrect, in any respect unless the failure to be true or correct has not had or would not reasonably be expected to have, a Material Adverse Effect;

provided in the case of (b) and (c) that the Offeror delivers written notice to Wescam of such breach, failure to perform or observe, or default, and such breach, failure to perform or observe or default shall not have been cured by Wescam by the earlier of the expiry of the Offer or the close of business on the fifth business day following the giving of such notice;

TOR_A2G:593988.3 200209201027 1030270

• 6 -

(As used in the Support Agreement, “Material Adverse Effect” means a material adverse effect on the business, operations (including results of operations), assets, properties, condition (financial or otherwise), or liabilities of Wescam and its subsidiaries taken as a whole other than a material adverse effect relating to (i) the United States, Canadian or international economies generally; or (ii) any change in the market price of the Common Shares unrelated to any material adverse effect on the business, operations, (including results of operations), assets, properties, condition (financial or otherwise) or liabilities of Wescam and its subsidiaries taken as a whole.)

• (iii) by Wescam at any time if (i) the Offeror or L-3 shall have failed to observe and perform in all material respects any of the covenants or obligations under the Support Agreement required to be observed and performed by them, if any representation or warranty of the Offeror or L-3 under the Support Agreement is materially untrue or incorrect, and such failure to observe or perform, or such failure of a representation or warranty to be true and correct would prevent or materially delay consummation of the transactions contemplated by the Support Agreement, (ii) Wescam delivers written notice to the Offeror or L-3 of such breach or default, and (iii) such breach or default shall not have been cured by the Offeror and/or L-3, as the case may be, by the earlier of the expiry of the Offer or the close of business on the fifth business day following the giving of such notice;

• (iv) by Wescam if the Offeror has not taken up and paid for Shares deposited under the Offer within 70 days after the bid circular of the Offeror and the Offer is mailed to the Shareholders, otherwise than as a result of the breach by Wescam of any material covenant or obligation under the Support Agreement or as a result of any representation or warranty of Wescam in the Support 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 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, the Support Agreement shall not be terminated by Wescam pursuant to this provision until the earlier of (i) January 31, 2003, 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;

• (v) by Wescam in order to enter into a definitive written agreement, understanding or arrangement with respect to a Superior Proposal, subject to compliance with the provisions of the Support Agreement relating to

TOR_A2G:593988.3 200209201027 1030270

• 7 -

Superior Proposals and provided the Cdn.$6,800,000 fee required to be paid has been paid;

• (vi) by Wescam if the Offeror does not mail the Offer within the time contemplated by the Support Agreement, except if the Offer is not mailed as a result of the failure of Wescam to comply with restrictive covenants contained in the Support Agreement relating to the conduct of its business;

• (vii) by the Offeror if any condition of the Offer shall not be satisfied or waived at the time of expiry of the Offer and the Offeror shall not elect to waive such condition, except if the L-3 or the Offeror is in breach of any material covenant or obligation under the Support Agreement;

• (viii) by the Offeror if Wescam or the Board propose to terminate the Support Agreement to enter into a definitive written agreement, understanding or arrangement with respect to a Superior Proposal or following a written request by L-3, the Board has failed to reaffirm its recommendation of the Offer by press statement within two business days after the public announcement of any Acquisition Proposal (or, in the event that the Offer shall be scheduled to expire within such two business day period, prior to the scheduled expiry of the Offer if practicable) and in a directors’ circular within 10 days after mailing of any such Acquisition Proposal; or

• (ix) by the Offeror if the Board declares, sets aside or pays any dividend or other distribution payable in cash, stock, property or otherwise, with respect to the Shares. Wescam has also agreed that, as an alternative to the Offeror’s right to terminate this Agreement under this provision, the Offeror shall have the right to proceed with the Offer but reduce the aggregate purchase price for the Shares by an amount equal to such dividend or other distribution.

Conditions of Offer

The Support Agreement provides that the Offeror shall have the right to withdraw the Offer and shall not be required to take up, purchase or pay for, and shall have the right to extend the period of time during which the Offer is open and postpone taking up and paying for, any Shares deposited under the Offer unless all of the following conditions are satisfied or waived by the Offeror at or prior to the expiry of the Offer:

• (i) there shall have been deposited under the Offer and not withdrawn at least 66 ⅔ % of the Shares outstanding on a fully diluted basis;

• (ii) the Offeror shall have determined that, on terms satisfactory to the Offeror;

• (a) the Board shall have waived the application of Wescam’s shareholder rights plan to the purchase of Shares by the Offeror under the Offer and under any subsequent acquisition transaction

TOR_A2G:593988.3 200209201027 1030270

• 8 -

(a “Subsequent Acquisition Transaction” ) described in the Offer pursuant to which the Offeror would acquire any Shares not deposited under the Offer following the Offer; or

• (b) the rights and the shareholder rights plan have become or been held unexercisable or unenforceable with respect to the Offer and any Subsequent Acquisition Transaction;

• (iii) all government or regulatory consents or approvals (including, without limitation, those of any stock exchanges or other securities regulatory authorities) which, if not obtained, would have, or would reasonably be expected to have, a Material Adverse Effect on Wescam or the Offeror or would have a material adverse effect on the ability of the Offeror to complete the Offer, shall have been obtained on terms satisfactory to the Offeror, acting reasonably;

• (iv) any applicable waiting periods shall have expired or been earlier terminated under (i) the Competition Act (Canada), (ii) the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended , and (iii) under similar laws of other jurisdictions, if any, provided that in the case of (iii) the failure for the applicable waiting period to expire or be terminated would have, or would reasonably be expected to have, a Material Adverse Effect on Wescam or the Offeror or would have a material adverse effect on the ability of the Offeror to complete the Offer;

• (v) no act, action, suit or proceeding shall have been taken before or by any domestic or foreign court or tribunal or governmental agency or other regulatory authority or administrative agency or commission or by any elected or appointed public official or private person (including, without limitation, any individual, company, firm, group or other entity) 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, in either case:

• (a) to cease trade, enjoin, prohibit or impose material limitations, damages or conditions on the purchase by or the sale to the Offeror of the Shares or the right of the Offeror to own or exercise full rights of ownership of the Shares; or

• (b) which, if the Offer were consummated, would reasonably be expected to have a Material Adverse Effect; or

• (c) which would prevent or materially delay the completion of the acquisition by the Offeror of the Shares pursuant to a Subsequent Acquisition Transaction;

• (vi) there shall not exist any prohibition at law against the Offeror making the Offer or taking up and paying for any Shares deposited under the Offer or completing any Subsequent Acquisition Transaction;

TOR_A2G:593988.3 200209201027 1030270

• 9 -

• (vii) there shall not exist or 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) any change from the date of the Support Agreement in the business, operations (including results of operations), assets, properties, condition (financial or otherwise), or liabilities of Wescam and its subsidiaries taken as a whole that would reasonably be expected to have a Material Adverse Effect;

• (viii) the Offeror shall not have become aware of any untrue statement of a 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 in relation to all matters covered in earlier filings), in any document filed by or on behalf of Wescam with any regulatory authority in Canada or elsewhere, including, without limitation, any annual report, financial statements, material change report, press release or management proxy circular or in any document so filed or released by Wescam to the public;

• (ix) the Board shall not have withdrawn any recommendation made by it that Shareholders accept the Offer or issued a recommendation in a manner that has substantially the same effect;

• (x) Wescam shall have strictly observed and performed the covenants in the Support Agreement relating to the issuance of Shares or incurrence of debt, and shall have observed and performed each other covenant in all material respects;

• (xi) at the expiry of the Offer, all representations and warranties of Wescam in the Support Agreement shall be true and correct in all respects unless the failure to be true or correct has not had or would not reasonably be expected to have, a Material Adverse Effect; and

• (xii) the Support Agreement shall not have been terminated.

Options

Wescam has agreed that it shall, as soon as reasonably practicable, following the making of the Offer, send a notice to all holders of options (to purchase Common Shares, issued under its amended and restated stock option plan for management and key persons), advising them that the vesting of all such outstanding options has been accelerated as a result of the Offer and that such options will automatically terminate if not exercised within ten days of receipt of the notice from Wescam.

Restrictive Covenants

Wescam has agreed that, prior to the Effective Time, unless the Offeror shall otherwise agree in writing or as otherwise expressly contemplated or permitted by

TOR_A2G:593988.3 200209201027 1030270

• 10 -

the Support Agreement Wescam shall, and shall cause each of its subsidiaries to, conduct its and their respective businesses only in, not take any action except in, and maintain their respective facilities in, the usual, ordinary and regular course of business and in compliance with applicable laws. Wescam has also agreed not to take a number of specific actions or permit a number of specific events from occurring, including the issuance of securities and the incurrence of debt beyond certain prescribed levels.

ITEM 6: RELIANCE ON CONFIDENTIALITY SECTION OF THE ACT

Not applicable.

ITEM 7: OMITTED INFORMATION

Not applicable.

ITEM 8: SENIOR OFFICER - FOR FURTHER INFORMATION CONTACT:

For further information, contact Bruce Latimer, Vice President, Corporate Development, General Counsel and Secretary (905) 633-4000.

ITEM 9: STATEMENT OF SENIOR OFFICER

The foregoing accurately discloses the material change referred to herein.

DATED at Burlington, Ontario, this 20[th] day of September, 2002.

WESCAM INC.

By: “Bruce Latimer”

Name: Bruce Latimer Title: Secretary

TOR_A2G:593988.3 200209201027 1030270

NEWS RELEASE TRANSMITTED BY CCNMATTHEWS

FOR: WESCAM INC.

TSX SYMBOL: WSC

September 18, 2002

L-3 Communications To Acquire Wescam

BURLINGTON, ONTARIO--

• C$9.50 per share offer concludes Wescam review of strategic alternatives

• Combination will unite and expand L-3 Communications' scope, proven abilities and technologies with Wescam's industry-leading technologies and personnel

Conference Call scheduled for 8:30 a.m., September 18, 2002

Note: A conference call has been scheduled at 8:30 a.m. this morning. To access the conference call, please dial: (416) 695-5806. The call will also be webcast on Wescam's website at: http://www.wescam.com/investrelations/calls-events.htm.

Wescam (TSX: WSC) announced today that it has entered into a support agreement with L-3 Communications (NYSE: LLL). Under the terms of the agreement, L-3 Communications will make an offer, by way of a takeover bid, to acquire all of Wescam's common shares for C$9.50 per share in cash. The total value of the transaction is approximately C$188 million and is subject to customary regulatory approvals and other closing conditions. The transaction is expected to close by the end of 2002.

L-3 Communications' offer price of C$9.50 represents a premium of 45% over Wescam's closing price yesterday

Wescam's Board of Directors has received an opinion from its financial advisor, Quarterdeck Investment Partners, LLC, that the Offer price is fair, from a financial point of view, to Wescam's shareholders. Wescam's Board of Directors has unanimously approved the transaction and recommends that shareholders accept L-3 Communications' offer and tender their shares. The Board has also waived the application of Wescam's shareholder rights plan to L-3 Communications' offer.

This strategic combination brings together two leaders in their fields, increasing their competitive position in the growing Intelligence, Surveillance and Reconnaissance (ISR) market and broadening their product offering to defense customers around the world.

"The agreement with L-3 Communications, selected over proposals from other parties, marks the successful completion of Wescam's comprehensive review of strategic

alternatives to maximize shareholder value announced on May 9, 2002," said Mark Chamberlain, President and Chief Executive Officer, Wescam.

"We believe a combination with L-3 Communications will improve Wescam's long-term success and continued growth potential. Through this transaction, the Company will secure a much larger presence in the United States, as well as greater support and access to the largest defense market in the world," he added.

"With the combination of Wescam's highly knowledgeable staff, its leading technology and significant market opportunity, and L-3 Communications' reach in the U.S. defense market and complementary technologies, I am confident Wescam will enhance its competitive position and continue to flourish. I firmly believe this transaction will benefit both companies in the long-term," he concluded.

"One of L-3's key strategic acquisition goals as outlined was to add a strong EO company that has a recognized technical edge over the competition, and Wescam does that for us," said Frank C. Lanza, Chairman and Chief Executive Officer of L-3 Communications. "The company is a well managed business with an excellent track record and a solid focus on cost-competitiveness."

"Wescam adds a needed key product base of EO/IR products to our Intelligence, Surveillance and Reconnaissance & Communications (ISR&C) capabilities," continued Mr. Lanza. "It is essential and complementary to our Integrated Systems, Communication Systems-East and Communication Systems-West divisions, and we see significant new opportunities for a number of platforms. In addition, as the U.S. military and various international governments concentrate on bolstering their ISR&C capabilities to deal with terrorist threats, there are numerous opportunities to build Wescam's business base."

"Homeland defense is another key market for Wescam's products," said Mr. Lanza, "and they complement L-3's existing offerings, including crisis management, perimeter security and intrusion detection systems. There has been considerable demand for EO products both domestically and internationally and Wescam is well positioned to take advantage of this growth."

"Wescam, a Canadian success story, will also expand L-3's reach into new commercial areas and strengthen our presence in the Canadian marketplace," continued Mr. Lanza.

L-3 Communications' takeover bid circular, together with Wescam's Director's circular, are expected to be mailed in early October. The Offer will remain open for 35 days from the date the circular is mailed unless the offer is withdrawn or extended.

As part of its agreement with L-3 Communications, Wescam has agreed to discontinue all efforts to pursue strategic alternatives with any other parties and has agreed not to solicit in any way other proposals. In addition, Wescam has agreed to pay a break fee to L-3 Communications of C$6.8 million in certain prescribed circumstances, including if Wescam's Board accepts a superior competing proposal.

L-3 Communications' offer is subject to a number of conditions, including the deposit under the offer of at least 66 2/3 of Wescam's common shares.

Headquartered in New York City, L-3 Communications is a leading merchant supplier of Intelligence, Surveillance and Reconnaissance (ISR) products, secure communications systems and products, avionics and ocean products, training products, microwave components and telemetry, instrumentation, space and wireless products. Its customers include the Department of Defense, selected US government intelligence agencies, aerospace prime contractors and commercial telecommunications and wireless customers.

To learn more about L-3 Communications, please visit the company's web site at www.L3Com.com.

Wescam is a world leader in the design and manufacture of wireless visual information systems, the capabilities of which include the capture of images from mobile platforms and/or transmission of those images in real-time, to tactical command sites for interpretation or to production facilities for live broadcast.

Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements due to factors such as customer demand and timing of buying decisions, product mix, competitive products and pricing pressures. In addition, uncertainties and difficulties in domestic and foreign financial markets and economies could adversely affect demand from customers. A major decline in the capital markets generally may negatively impact our ability to make future strategic acquisitions, raise capital or issue debt. These factors, as well as general economic and political conditions, may in turn have a material adverse effect on the Company's actual results. The Company assumes no obligation to update the forwardlooking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements. Additional information identifying risks and uncertainties is contained in the Company's filings with the Ontario Securities Commission.

This press release is not an offer to purchase nor a solicitation of an offer to sell securities. Wescam's shareholders are advised to read carefully the formal offer documentation.

-30-

FOR FURTHER INFORMATION PLEASE CONTACT:

Wescam Inc. Mark Chamberlain President & CEO

(905) 633-4000

OR

Wescam Inc. Rick Ziemski Vice President, Finance and Chief Financial Officer (905) 633-4000 www.wescam.com "Changing the way you see the world"

INDUSTRY: DTC SUBJECT: TMN

-0-