FORM 6K

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

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For the month of: ~~July~~November, ~~2003~~ 2004

Commission File Number: 0-30456

CHARTWELL TECHNOLOGY INC.

(Translation of registrant’s name into English)

Suite 700, 407 2nd Street SW
Calgary, Alberta
Canada T2P 2Y3

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F

Form 20-F

Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b) 82 —

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~September~~December 2221, ~~2003~~2004 signed "Don Gleason" Don Gleason, CFO

EXHIBIT INDEX

Press Release dated November 16, 2004

Press Release November 18, 2004

Revised Consolidated Financial Statements of Chartwell Technology Inc. as at October 31, 2003 and 2002 and for each of the years in the three-year period ended October 31, 2003

CHARTWELL TECHNOLOGY INC.

NOTICEPRESS OF ANNUAL GENERAL MEETING OF SHAREHOLDERSRELEASE

~~NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Shareholders of~~ Chartwell Technology Inc. ~~(the “Corporation”) will be held at the offices of the Corporation, Suite 700, 407 — 2nd Street S.W., Calgary, Alberta, T2P 2Y3, on Thursday the 10th day of July, 2003 at 10~~TSX:30 ~~a.m. (Calgary time) for the following purposes:~~ CWH

1Calgary, Canada, November 16, 2004, Chartwell Technology Inc. To(TSX:CWH) ~~receive~~a leading provider of gaming software systems and ~~consider~~entertainment content to the ~~Financial~~online ~~Statements~~and ofremote ~~the~~gaming ~~Corporation~~industry has filed its revised audited financial statements for the ~~year~~three years ended October 31, 2003, 2002 and 2001. The filing of the ~~Auditor~~statements follows the adoption of a change in revenue recognition policy as previously announced in the Company’s ~~Report~~September ~~thereon;~~29th press release. As anticipated at that time, the change is not adversely material to the financial statements. The statements can be viewed on SEDAR. The unaudited interim financial statements for the third quarter of 2004 reflected the change in policy.

2The Company, after consultation with its independent auditors, KPMG LLP, concluded that it was appropriate to revise its accounting policy for set-up fee revenue and related direct and incremental costs to the method described in note 1(e) to the audited financial statements. ToThis ~~elect~~accounting ~~directors;~~policy change, which has been adopted retroactively, affects the timing of recognition of set-up fee revenue and the allocation of that revenue and associated costs to reporting periods but does not affect the cumulative revenue or gross margin that the Company will realize from its software licensing contracts. In addition, the policy change does not impact the Company’s past or present cash flow, future business plans or prospects or the Company’s recurring revenue from ongoing license fees. These ongoing license fees represented 92% of revenue for the nine months ended July 31, 2004.

3.The Tochanges ~~appoint~~to ~~KPMG~~audited ~~LLP,~~amounts previously ~~Chartered~~reported ~~Accountants,~~for asCanadian ~~auditors~~generally ofaccepted ~~the~~accounting ~~Corporation,~~principles ~~and~~purposes tofor ~~authorize~~ the years ~~directors~~ended toOctober ~~fix~~31, ~~their~~2003, ~~remuneration;~~2002 and 2001 are as follows:

4. To transact such other business as may be properly brought before the Meeting or any adjournment thereof.

2003	As previously reported		As revised		Change


Software set-up fees revenue	$ 943,395		$ 919,892		$ (23,503	)
Software development expenses	3,272,353		3,288,164		15,811
Income tax recovery	520,000		630,000		110,000
Net income	1,610,852		1,681,538		70,686
Net income per share - basic	0.11		0.12		0.01
Future income taxes	520,000		630,000		110,000
Deferred set-up expense	--		209,842		209,842
Deferred revenue	343,311		1,687,935		1,344,624
Deficit	(6,480,170	)	(7,504,952	)	(1,024,782	)

The specific details of all matters proposed to be put before the Meeting are set forth in the Circular accompanying this Notice.

2002

Software set-up fees revenue	$ 789,197		$ 896,560		$ 107,363
Software development expenses	2,651,335		2,648,223		(3,112	)
Net loss	(1,431,282	)	(1,320,807	)	110,475
Net loss per share - basic	(0.11	)	(0.10	)	0.01
Deferred set-up expense	91,629		317,283		225,654
Deferred revenue	--		1,321,122		1,321,122
Deficit	(8,091,022	)	(9,186,490	)	(1,095,468	)

SHAREHOLDERS OF THE CORPORATION WHO ARE UNABLE TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO DATE AND SIGN THE ENCLOSED FORM OF PROXY AND TO MAIL IT TO OR DEPOSIT IT WITH COMPUTERSHARE TRUST COMPANY OF CANADA, 100 UNIVERSITY AVENUE, 9TH FLOOR, TORONTO, ONTARIO M5J 2Y1, ATTENTION: PROXY DEPARTMENT. PROXIES MAY ALSO BE DELIVERED BY FAX TO: (416) 263-9524 or 1-866-249-7775. IN ORDER TO BE VALID AND ACTED UPON AT THE MEETING, FORMS OF PROXY MUST BE RETURNED TO THE AFORESAID ADDRESS NOT LESS THAN 48 HOURS BEFORE THE TIME SET FOR THE HOLDING OF THE MEETING OR ANY ADJOURNMENT THEREOF.

2001

Software set-up fees revenue	$ 1,928,696		$ 803,990		$(1,124,706	)
Software development expenses	2,013,601		1,857,580		(156,021	)
Net loss	(835,967	)	(1,804,652	)	(968,685	)
Net loss per share - basic	(0.06	)	(0.14	)	(0.08	)
Deferred set-up expense	--		222,542		222,542
Deferred revenue	--		1,428,485		1,428,485
Deficit	(6,659,740	)	(7,865,683	)	(1,205,943	)

SHAREHOLDERS AREAbout CAUTIONED THAT THE USE OF THE MAILS TO TRANSMIT PROXIES IS AT EACH SHAREHOLDERS’ RISK. Chartwell

~~The Board~~Chartwell ofTechnology ~~Directors~~Inc. specializes ofin the ~~Corporation~~development ~~has~~of ~~fixed~~leading ~~the~~edge ~~record~~gaming ~~date~~applications ~~for~~and ~~the~~entertainment content ~~Meeting~~for at the ~~close~~ ofInternet ~~business~~and onwireless ~~June~~platforms 4,and ~~2003~~other ~~(the~~remote ~~“Record~~access ~~Date”)~~devices. Chartwell’s ~~Only~~Java ~~shareholders~~and ofFlash ~~the Corporation~~based ofsoftware ~~record~~products asand atgames ~~that date~~ are ~~entitled~~designed ~~to receive notice of the Meeting.~~for ~~Shareholders~~deployment ~~of record will be entitled to vote those shares included~~ in ~~the~~gaming, ~~list of shareholders entitled to vote at the Meeting prepared as at the Record Date~~entertainment, ~~unless~~advertising ~~any such shareholder transfers shares after the Record Date~~ and ~~the~~promotional ~~transferee~~applications. ~~establishes~~Chartwell ~~ownership~~does ~~of such shares and demands,~~ not ~~later~~participate ~~than~~in the ~~close~~online ofgaming business 10of ~~days~~its ~~before the~~clients. ~~Meeting that the transferee~~Chartwell’s ~~name~~team of behighly ~~included~~trained inprofessionals ~~the~~is ~~list~~committed ~~of shareholders entitled~~ to ~~vote~~delivering at the ~~Meeting,~~highest inquality ~~which~~software and ~~case~~maintaining ~~such~~its ~~transferee~~leading ~~shall~~edge bethrough ~~entitled~~continuous todevelopment ~~vote such~~and ~~shares~~unparalleled ~~at the Meeting~~customer support.

~~DATED at~~For ~~the~~further ~~City of Calgary~~information, inplease contact ~~the~~Chartwell ~~Province~~Technology ~~of Alberta, this 4th day of June, 2003~~Inc.

ByDon ~~Order~~Gleason, ofChief ~~the~~Financial ~~Board~~Officer of(877) ~~Directors,~~261-6619 or (~~signed~~403) ~~“Darold~~261-6619 Hdgleason@chartwelltechnology.com ~~Parken”~~David ~~Darold~~Bajwa, H.Investor ~~Parken,~~Relations ~~President~~(877) 669-4180 or (604) 669-4180 info@chartwelltechnology.com

The Toronto Stock Exchange does not accept responsibility for the adequacy or accuracy of this press release.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The statements contained herein which are not historical fact are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements, including, but not limited to, certain delays in testing and evaluation of products, regulation of the online gaming industry, and other risks detailed from time to time in Chartwell’s filings with the Securities & Exchange Commission. We assume no responsibility for the accuracy and completeness of these statements to actual results. This is not an offer to sell or a solicitation of an offer to purchase any securities.

NOT FOR DISSEMINATION IN THE UNITED STATES
OR TO U.S. NEWSWIRE SERVICES

CHARTWELL TECHNOLOGY INC.

INFORMATIONFOR CIRCULARIMMEDIATE — PROXY STATEMENTRELEASE

~~For~~Calgary, Alberta, Canada, November 18, 2004, Chartwell Technology Inc. (TSX:CWH) (the ~~Annual~~“Company”), ~~General~~a ~~Meeting~~leading provider of gaming software systems and entertainment content to the online and remote gaming industry, is pleased to announce that it has entered into an agreement with a syndicate of ~~Shareholders~~underwriters, led by Clarus Securities Inc. (collectively, the “Underwriters”) pursuant to bewhich ~~held~~the Company has agreed to issue and sell and the Underwriters have agreed to purchase on ~~Thursday~~a “bought deal” basis, ~~July~~by way of private placement, an aggregate of 2,150,538 Common Shares of the Company at a price of $4.65 per Common Share, resulting in gross proceeds of $10,000,000. ~~2003~~In addition, the Company has granted the Underwriters an option to increase the size of the offering by up to $1,000,000 at the same price per share which option is exercisable at any time prior to the closing.

~~SOLICITATION~~This OFprivate ~~PROXIES~~placement financing is subject to normal regulatory approvals, including the approval of the Toronto Stock Exchange. The Common Shares will be offered in certain provinces of Canada by way of private placement pursuant to applicable prospectus exemptions. Closing of the offering is expected to occur on or about December 7, 2004.

~~This~~Net ~~Information~~proceeds ~~Circular — Proxy Statement is furnished in connection with the solicitation~~ of ~~proxies by~~ the ~~Management~~ ofoffering ~~CHARTWELL~~will ~~TECHNOLOGY INC. (hereinafter referred to as the~~be ~~“Corporation”~~used orby ~~“Chartwell”) for use at~~ the ~~Annual General~~Company Meeting of the Shareholders of the Corporation (the “Meeting”) to be held on the 10th day of July, 2003, at 10:30 a.m. (Calgary time) at the offices of the Corporation, Suite 700, 407 — 2nd Street S.W., Calgary, Alberta, T2P 2Y3, and at any adjournment thereof, for ~~the~~general ~~purpose~~corporate ~~set forth in the Notice of Annual General Meeting~~purposes.

InstrumentsAbout of Proxy must be addressed to the Secretary of the Corporation and must reach Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1, not less than 48 hours before the time for the holding of the Meeting or any adjournment thereof. Proxies may also be delivered by fax to: (416) 263-9524 or 1-866-249-7775. Pursuant to the Business Corporations Act (Alberta), the record date for the Meeting is the close of business on June 4, 2003. Only shareholders of the Corporation of record as at that date are entitled to receive notice of and to vote at the Meeting unless after that date a shareholder of record transfers his shares and the transferee, upon producing properly endorsed certificates evidencing such shares or otherwise establishing that he owns such shares, requests not later than ten (10) days prior to the Meeting that the transferee’s name be included in the list of shareholders entitled to vote, in which case, such transferee is entitled to vote such shares at the Meeting. Chartwell

~~The~~Chartwell ~~instrument~~Technology ~~appointing~~Inc. specializes ain ~~proxy~~the development of leading edge gaming applications and entertainment ~~shall~~content befor inthe ~~writing~~Internet and ~~shall~~wireless beplatforms ~~executed~~and byother ~~the~~remote ~~shareholder~~access ordevices. Chartwell’s ~~his~~Java ~~attorney~~and ~~authorized~~Flash inbased software products and games are designed for ~~writing~~deployment orin gaming, ifentertainment, ~~the~~advertising ~~shareholder~~and ispromotional aapplications. ~~corporation,~~Chartwell does ~~under~~not participate in the online gaming business of its ~~corporate~~clients. ~~seal~~Chartwell’s orteam of byhighly antrained ~~officer~~professionals is committed to delivering the highest quality software orand ~~attorney~~maintaining ~~thereof~~its ~~duly~~leading ~~authorized~~edge through continuous development and unparalleled customer support.

~~THE~~For ~~PERSONS~~further NAMED IN THE ENCLOSED FORM OF PROXY ARE DIRECTORS AND/OR OFFICERS OF THE CORPORATION. A SHAREHOLDER SUBMITTING THE PROXY HAS THE RIGHT TO APPOINT A PERSON TO REPRESENT HIM AT THE MEETING (WHO NEED NOT BE A SHAREHOLDER OF THE CORPORATION) OTHER THAN THE PERSON OR PERSONS DESIGNATED IN THE FORM OF PROXY FURNISHED BY THE CORPORATION. TO EXERCISE SUCH RIGHTinformation, ~~THE NAMES OF THE~~please ~~PERSONS~~contact ~~DESIGNATED~~Chartwell BYTechnology ~~MANAGEMENT SHOULD BE CROSSED OUT AND THE NAME OF THE SHAREHOLDER’S APPOINTEE SHOULD BE LEGIBLY PRINTED IN THE BLANK SPACE PROVIDED~~Inc.

~~REVOCABILITY~~Don OFGleason, ~~PROXY~~Chief Financial Officer (877) 261-6619 or (403) 261-6619 dgleason@chartwelltechnology.com David Bajwa, Investor Relations (877) 669-4180 or (604) 669-4180 info@chartwelltechnology.com

~~A shareholder who has submitted a~~The ~~proxy~~Toronto ~~may~~Stock ~~revoke~~Exchange itdoes atnot ~~any~~accept ~~time~~responsibility ~~prior~~for to the ~~exercise~~adequacy thereof. If a person who has given a proxy attends personally at the Meeting at which such proxy is to be voted, such person may revoke the proxy and vote in person. In addition to the revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the shareholder or ~~his~~accuracy ~~attorney authorized in writing or, if the shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized and deposited either at the registered office~~ of ~~the Corporation at any time up to and~~this ~~including~~press the last business day preceding the day of the Meeting, or any adjournment thereof, at which the proxy is to be used, or with the Chairman of the Meeting on the day of the Meeting, or any adjournment thereof, and upon either of such deposits, the proxy is revokedrelease.

~~BENEFICIAL~~Safe ~~HOLDERS~~Harbor OFStatement ~~SHARES~~under the Private Securities Litigation Reform Act of 1995: The statements contained herein which are not historical fact are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements, including, but not limited to, certain delays in testing and evaluation of products, regulation of the online gaming industry, and other risks detailed from time to time in Chartwell’s filings with the Securities & Exchange Commission. We assume no responsibility for the accuracy and completeness of these statements to actual results. This is not an offer to sell or a solicitation of an offer to purchase any securities.

~~The~~kpmg ~~information set forth in this section is of significant importance to beneficial holders of Common Shares of Corporation who do not hold their Common Shares in their own name (“Beneficial~~

1Revised Consolidated Financial Statements of CHARTWELL TECHNOLOGY INC. As at October 31, 2003 and 2002 and for each of the years in the three-year period ended October 31, 2003

Shareholders”). Beneficial Shareholders should note that only proxies deposited by shareholders whose names appear on the records of the Corporation as the registered holders of shares can be recognized and acted upon at the Meeting. If shares are listed in an account statement provided to a Beneficial Shareholder by a broker, then in almost all cases those shares will not be registered in the Beneficial ShareholderAUDITORS’s nameREPORT onTO theTHE records of the Corporation. Such shares will more likely be registered under the name of the Beneficial Shareholder’s broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominees for many Canadian brokerage firms). Shares held by brokers or their nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, the broker/nominees are prohibited from voting shares for their clients. The Corporation does not know for whose benefit the shares registered in the name of CDS & Co. are held. SHAREHOLDERS

~~Applicable~~We ~~regulatory~~have ~~policy~~audited requires intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Shareholders in order to ensure that there shares are voted at the ~~Meeting. Often, the~~revised ~~form~~consolidated ofbalance ~~proxy~~sheets ~~supplied to a Beneficial Shareholder by its broker is a voting instruction form or a form which is identical to the form~~ of ~~proxy~~Chartwell ~~provided~~Technology ~~to registered shareholders~~Inc. Inas ~~either~~at ~~case~~October 31, ~~its~~2003 ~~purpose is limited to instructing the registered~~and ~~shareholder~~2002 ~~how~~and ~~to vote on behalf of~~ the ~~Beneficial~~revised ~~Shareholder.~~consolidated ~~The~~statements ~~majority~~ of ~~brokers now~~operations ~~delegate~~and ~~responsibility~~deficit ~~for obtaining instructions from clients to adp Investor Communications (“ADP”). ADP typically mails the voting instruction forms or proxy forms to the Beneficial Shareholders~~ and ~~asks~~cash ~~Beneficial~~flows ~~Shareholders to return the~~for ~~forms~~each toof ~~ADP. ADP then tabulates~~ the ~~results~~years ofin ~~all instructions received and provides appropriate instructions respecting~~ the ~~voting~~three-year ofperiod ~~shares~~ended toOctober be31, ~~represented at the Meeting~~2003. A ~~Beneficial~~These ~~Shareholder receiving a voting instruction request or a proxy form cannot~~financial ~~use~~statements ~~that~~are ~~voting instruction request or proxy form to vote Common Shares directly at~~ the ~~Meeting~~ asresponsibility ~~the voting instruction request or proxy form must be returned as directed by ADP well in advance~~ of the ~~Meeting~~Corporation’s ~~in order to have the shares voted~~management. ~~Accordingly,~~Our ~~it is~~responsibility ~~strongly~~is ~~suggested~~to ~~that~~express ~~Beneficial~~an ~~Shareholders~~opinion ~~return~~on ~~their~~these ~~completed~~financial ~~instructions~~statements ~~or proxies~~based ason ~~directed~~our ~~by ADP well in advance of the Meeting~~audits.

~~PERSONS~~We ~~MAKING~~conducted ~~THE~~our ~~SOLICITATION~~audits in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

~~THIS~~In ~~SOLICITATION~~our ISopinion, ~~MADE~~these ONrevised ~~BEHALF~~consolidated OFfinancial ~~THE~~statements ~~MANAGEMENT~~present OFfairly, ~~THE~~in ~~CORPORATION.~~all ~~The~~material ~~costs~~respects, ~~incurred in~~ the ~~preparation and~~financial ~~mailing~~position of the ~~Form~~Corporation ofas ~~Proxy,~~at ~~Notice~~October of31, ~~Annual~~2003 ~~General~~and ~~Meeting~~2002 and ~~this~~the ~~Information~~results of its ~~Circular~~operations —and ~~Proxy~~its ~~Statement~~cash ~~will~~flows befor ~~borne~~each byof the ~~Corporation.~~years Inin ~~addition to~~ the ~~use of~~three ~~mails,~~year ~~proxies~~period ~~may~~ended ~~be solicited by personal interviews~~October 31, ~~telephone~~2003 orin ~~fax~~accordance bywith ~~directors and~~Canadian ~~officers~~generally ofaccepted ~~the~~accounting ~~Corporation, who will not be remunerated therefor~~principles.

~~EXERCISE~~Our OFprevious ~~DISCRETION~~report BYdated ~~PROXY~~December 5, 2003 has been withdrawn and the financial statements have been revised as explained in note 2.

~~The~~Chartered ~~shares~~Accountants represented by proxy in favour of management nominees shall be voted on any ballot at the Meeting and where the shareholder specifies a choice with respect to any matter to be acted upon, the shares shall be voted on any ballot in accordance with the specification so made.

~~IN THE ABSENCE OF SUCH SPECIFICATION~~Calgary, ~~SHARES~~Canada ~~WILL BE VOTED IN FAVOUR OF ALL OF THE PROPOSED RESOLUTIONS. THE~~ ~~PERSONS~~December ~~APPOINTED~~5, ~~UNDER~~2003, ~~THE~~except ~~FORM~~for OFnotes ~~PROXY~~2, ~~FURNISHED~~and BY THE CORPORATION ARE CONFERRED WITH DISCRETIONARY AUTHORITY WITH RESPECT TO AMENDMENTS OR VARIATIONS OF THOSE MATTERS SPECIFIED IN THE PROXY AND NOTICE OF ANNUAL GENERAL MEETING. AT THE TIME OF MAILING OF THIS INFORMATION CIRCULAR — PROXY STATEMENT5, ~~MANAGEMENT~~which OFare ~~THE~~as ~~CORPORATION~~at ~~KNOWS~~October ~~OF NO SUCH AMENDMENT~~29, ~~VARIATION,~~2004 ~~OR OTHER MATTER.~~

2CHARTWELL TECHNOLOGY INC. Consolidated Balance Sheets As at October 31 (stated in Canadian dollars) (Revised, Note 2)

INFORMATION CONCERNING THE CORPORATION

	2003		2002


Assets
Current assets:
Cash	$ 3,465,120		$ 1,704,267
Short term investments (note 9)	1,712,890		3,181,494
Accounts receivable	1,991,725		1,128,639
Deferred set-up expense	47,452		162,290
Prepaid expenses	148,699		79,147
Future income tax asset (note 8)	110,000		--

	7,475,886		6,255,837

Due from related parties (note 7)	190,512		162,565
Capital assets (note 3)	338,969		268,374
Deferred software development costs (note 4)	530,948		110,068
Deferred set-up expense	162,390		154,993
Future income tax asset (note 8)	520,000		--

	$ 9,218,705		$ 6,951,837

Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable and accrued liabilities	$ 217,012		$ 169,154
Current portion of obligations under capital lease	5,956		6,841
Deferred revenue	707,433		595,878

	930,401		771,873

Long-term deferred revenue	980,502		725,244
Obligations under capital lease	3,031		8,987

Shareholders' equity:
Share capital (note 5)	14,809,723		14,632,223
Deficit	(7,504,952	)	(9,186,490	)

	7,304,771		5,445,733
Commitments (note 10)
Subsequent events (notes 2 and 5)

	$ 9,218,705		$(9,186,490	)

~~VOTING~~See ~~SHARES~~accompanying ~~AND~~notes ~~PRINCIPAL~~to consolidated ~~HOLDERS~~financial ~~THEREOF~~statements.

AsOn ofbehalf ~~the date hereof, 15,842,701 common shares without nominal or par value~~ of the ~~Corporation~~Board: ~~are issued and outstanding, each such share carrying the right to one vote on any ballot at the Meeting.~~

~~As at the date hereof, to the~~ ~~knowledge~~Signed of"Darold ~~the~~H. ~~directors and senior officers of the Corporation~~Parken" , noDirector ~~person or~~ ~~Corporation~~ Signed ~~beneficially~~"Rod ~~owns,~~A. ~~directly or indirectly, or exercises control or direction~~Ferguson" ~~over~~ , ~~voting shares carrying more than 10% of the voting rights attached to the common~~Director ~~shares.~~

~~INTEREST~~CHARTWELL OFTECHNOLOGY ~~INSIDERS~~INC. Consolidated INStatements ~~MATERIAL~~of ~~TRANSACTIONS~~Operations and Deficit Years ended October 31 (stated in Canadian dollars) (Revised, Note 2)

Except as described herein or in a previous Information Circular, there were no material interests, direct or indirect, of directors or senior officers of the Corporation, any shareholder who beneficially owns more than 10% of the common shares of the Corporation, or any known associate or affiliate of these persons in any transaction since the commencement of the Corporation’s last completed fiscal year or in any proposed transaction which has materially affected or would materially affect the Corporation.

	2003		2002		2001


Revenue:
Software license fees	$ 6,300,335		$ 2,646,766		$ 908,876
Software set-up fees	919,892		896,560		803,990
Interest and other	109,411		302,031		394,782

	7,329,638		3,845,357		2,107,648

Expenses:
Software development	3,288,164		2,648,223		1,857,580
General and administrative	1,947,372		2,385,652		2,059,697
Gain from extinguishment of debt (note 7)	--		--		(242,512	)
Amortization of deferred software
development costs	110,068		110,076		110,076
Depreciation and amortization	137,310		108,008		121,446
Foreign currency loss (gain)	795,186		(85,795	)	6,013

	6,278,100		5,166,164		3,912,300

Net income (loss) before income taxes	1,051,538		(1,320,807	)	(1,804,652	)

Income taxes:
Future income tax recovery (note 8)	(630,000	)	--		--

Net income (loss)	1,681,538		(1,320,807	)	(1,804,652	)

Deficit, beginning of year, as previously
reported	(8,091,022	)	(6,659,740	)	(5,823,773	)

Cumulative effect of accounting change (note 2)	(1,095,468	)	(1,205,943	)	(237,258	)

Deficit, as revised	(9,186,490	)	(7,865,683	)	(6,061,031	)

Deficit, end of year	$(7,504,952	)	$(9,186,490	)	$(7,865,683	)

Net income (loss) per share:
Basic	$ 0.12		$ (0.10	)	$ (0.14	)
Diluted	0.11		(0.10	)	(0.14	)

~~STATEMENT~~See OFaccompanying ~~EXECUTIVE~~notes ~~COMPENSATION~~to consolidated financial statements.

~~The~~ CHARTWELL ~~following~~TECHNOLOGY ~~sets forth the~~INC. ~~aggregate~~Consolidated ~~remuneration~~Statements ~~paid or payable by the Corporation in respect~~ of ~~the~~Cash ~~last~~Flows ~~completed~~ ~~fiscal~~ Years ~~year~~ ended October 31~~, 2002 to the Directors of the Corporation in their capacity~~ as(stated ~~Directors and to the Executive Officers of the Corporation~~ in ~~their~~Canadian ~~capacity as~~dollars) ~~Executive~~(Revised, ~~Officers~~Note ~~or Employees of the Corporation.~~ 2)

Directors

	2003		2002		2001


Cash provided by (used in):

Operations:
Net income (loss)	$ 1,681,538		$(1,320,807	)	$(1,804,652	)
Depreciation and amortization	137,310		108,008		121,446
Unrealized foreign exchange losses550,234	--		--
Amortization of deferred software
development costs	110,068		110,076		110,076
Interest income capitalized	(27,947	)	(11,570	)	--
Issue of shares as finders fee	25,000		--		--
Future income tax recovery	(630,000	)	--		--
Write-down of long-term securities	--		42,882		--
Loss on disposal of capital assets-	24,258		--
Gain from extinguishment of debt	--		--		242,512

Change in non-cash working capital:
Accounts receivable	(863,086	)	(79,598	)	(1,056,283	)
Deferred set-up expense	107,440		(94,741	)	(106,021	)
Prepaid expenses	(69,552	)	720		(7,899	)
Accounts payable and accrued liabilities	47,858		109,257		(968,157	)
Deferred revenue	366,813		(107,363	)	774,917

	(410,526	)	(171,725	)	(1,363,443	)

	1,435,677		(1,218,878	)	(2,694,061	)

Financing:
Issue of shares	152,500		121,088		92,500
Repayment of lease obligations	(6,841	)	(10,286	)	(3,735	)

	145,659		110,802		88,765

Investing:
Sale (purchase) of short term investments	1,468,604		168,513		(3,350,007	)
Purchase of capital assets	(207,905	)	(97,248	)	(97,093	)
Deferred software development costs	(530,948	)	--		--

	729,751		71,265		(3,447,100	)

Effect of foreign exchange rate changes on cash	(550,234	)	--		--

Increase (decrease) in cash	1,760,853		(1,036,811	)	(6,052,396	)

Cash, beginning of year	1,704,267		2,741,078		8,793,474

Cash, end of year	$ 3,465,120		$ 1,704,267		$ 2,741,078


Supplemental cash flow information:
Cash interest received	$ 101,464		$ 290,462		$ 393,709
Cash interest paid	(1,955	)	(2,201	)	(3,409	)

NoSee ~~cash~~accompanying ~~compensation~~notes ~~has been paid during the last completed fiscal year~~ to ~~Directors in their capacity as directors.~~ ~~Directors~~consolidated ~~are~~financial ~~reimbursed for out-of-pocket expenses incurred in carrying out their duties~~statements. ~~During the last fiscal year ended October 31, 2002, 50,000 options were granted to a director who is not also an officer of the Corporation.~~

CHARTWELL TECHNOLOGY INC. Notes to Consolidated Financial Statements ~~Executive~~ Years ~~Officers~~ ended October 31, 2003, 2002 and 2001 (stated in Canadian dollars) (Revised, Note 2)

~~The~~Chartwell ~~following~~Technology ~~table~~Inc. ~~sets forth~~(the ~~certain~~“Company”) ~~information~~is ~~regarding~~incorporated under the ~~compensation~~Business ~~paid~~Corporations toAct ~~Chartwell’s~~(Alberta). ~~Chief Executive~~The ~~Officer~~Company ~~and~~specializes in the ~~other~~development ~~executive officers~~ of ~~Chartwell~~leading ~~who~~edge ~~had~~games ~~total~~and ~~annual~~entertainment ~~salary~~content ~~and~~for ~~bonus~~Internet ~~exceeding~~and ~~$100,000~~Intranet ~~for~~deployment. ~~the~~The ~~fiscal~~Company’s ~~year~~software ~~ended~~products ~~October~~and ~~31,~~games ~~2002~~are designed ~~(collectively~~for use in gaming, ~~the “Named~~entertainment, ~~Executive~~advertising ~~Officers”)~~and promotional applications.

~~Compensation~~1. ~~Summary~~Significant ~~Table~~ accounting policies:

	Annual				Long-term
Name and Principal Occupation	Year	Salary	Bonus	Other	Stock Options Granted	All Other
Darold H. Parken(1)	2002	$105,000	$ 2,000	nil	nil	nil
President and Chief	2001	$105,000	$ 2,000	nil	300,000	nil
Executive Officer	2000	$ 73,500	$ 2,000	nil	325,000	nil
Darcy E. Krogh,	2002	$165,000	$ 2,000	nil	nil	nil
Vice President,	2001	$165,000	$ 2,000	nil	nil	nil
Business Development	2000	$127,500	$ 2,000	nil	100,000	nil
Donald Harold,	2002	$110,000	$ 2,000	nil	nil	nil
Vice President,	2001	$110,000	$ 2,000	nil	nil	nil
Operations	2000	$ 36,667	$ 2,000	nil	100,000	nil

(a)

Basis of presentation:

3The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Gateway Technology Inc. (“GTI”), a United States company, and Chartwell Games Corp. (“CGC”) (formerly Gaming Tech Corporation), a Belize company. GTI is a US incorporated company, which was acquired on November 1, 1998, and CGC was incorporated in Belize and commenced operations November 1, 1999. The accounting policies of the Company are in accordance with generally accepted accounting principles in Canada and Canadian dollars is the functional currency. Except for the information disclosed in note 11 there are no material differences between Canadian and United States generally accepted accounting principles in these consolidated financial statements.

	Annual				Long-term
Name and Principal Occupation	Year	Salary	Bonus	Other	Stock Options Granted	All Other
						nil
Andrew Smith,	2002	$125,000	$ 2,000	nil	nil	nil
Technical Director	2001	$107,292	$ 2,000	nil	50,000	nil
	2000	$ 43,750	$ 2,000	nil	100,000	nil
Dave Acorn,	2002	$100,000	$ 2,000	nil	nil	nil
Vice President,	2001	$ 91,375	$ 2,000	nil	nil	nil
Software Development	2000	$ 59,750	$12,000	nil	40,600	nil

(b)

Capital assets:

~~Notes:~~Capital ~~(1)~~assets Aare ~~law~~recorded ~~firm~~at incost ~~which~~and ~~Mr.~~amortization ~~Parken~~ is ~~principal~~provided ~~received fees and disbursements~~ for ~~legal~~on ~~services~~a ofdeclining ~~$60,000~~balance ~~during~~basis using the ~~last~~following ~~completed fiscal year, $66,944 in fiscal 2001 and $62,000 in fiscal 2000.~~rates:

Options Exercised And Granted During the Fiscal Year Ended October 31, 2002



Capital assets under lease	30	%
Computer equipment	30	%
Furniture and equipment	20	%

No(c) ~~options~~Deferred tosoftware ~~purchase~~development ~~common shares were exercised during the last completed fiscal year. No options to purchase common shares were granted during the most recently completed fiscal year.~~ costs:

~~Termination~~Research costs are expensed as incurred. Costs related to the development of ~~Employment~~software are expensed as incurred unless such costs meet the criteria for deferral and amortization under Canadian generally accepted accounting principles. The criteria include identifiable costs attributable to a clearly defined product, ~~Changes~~the inestablishment ~~Responsibility~~of technical feasibility, identification of a market for the software, the Company’s intent to market the software, and ~~Employment~~the ~~Contracts:~~existence of adequate resources to complete the project. In the year ended October 31, 2003, the Company has deferred $530,948 of software development costs which will be amortized over an estimated useful life of three years, commencing in the year when commercial sales of the products commence. In addition, the deferred purchase cost of previously acquired software has been fully amortized over its expected useful life of five years. Capitalized software development is evaluated in each reporting period to determine whether it continues to meet the criteria for continued deferral and amortization.

~~Chartwell~~CHARTWELL ~~has~~TECHNOLOGY ~~no employment contracts with any Named Executive Officer~~INC. ~~Chartwell has no compensatory plan or arrangement in~~ ~~respect~~Notes ofto ~~compensation~~Consolidated ~~received~~Financial orStatements, ~~that~~Page ~~may~~2 ~~be received by any Named Executive Officer in~~ ~~Chartwell’s~~ Years ~~most~~ended ~~recently~~October ~~completed~~31, or2003, ~~current~~2002 ~~fiscal~~and ~~year~~2001 ~~to compensate such~~ ~~executive~~(stated ~~officer~~ in ~~the~~Canadian ~~event~~dollars) ~~of the termination of employment~~ (~~resignation~~Revised, ~~retirement, change~~Note ~~of control~~2) ~~or in the event of a change in responsibilities following a change in control.~~

~~STOCK~~1. ~~OPTIONS~~Significant accounting policies (continued):

~~The Corporation has an approved stock option plan~~ (~~the ” Plan”~~d) ~~for~~Foreign ~~directors,~~currency officers, employees and consultants of the Corporation and its subsidiaries. The Plan provides that the total number of Common Shares issuable shall not exceed 3,110,000 Common Shares without shareholder approval. translation:

~~The~~Accounts ~~exercise price~~ of ~~any~~foreign ~~option subject~~operations, toall ~~the~~of ~~Plan~~which ~~shall~~are ~~not~~considered befinancially ~~less~~and ~~than~~operationally ~~the discounted market price of the Common Shares~~integrated, ~~which~~are ~~shall~~translated ~~mean~~to ~~the~~Canadian ~~most~~dollars ~~recent~~using ~~closing~~average ~~price~~exchange ~~per~~rates ~~share~~ for ~~Common Shares on~~ the ~~last~~ ~~trading~~year ~~day~~for ~~preceding~~revenue ~~the~~and ~~date~~expenses. ofMonetary ~~grant~~assets onand ~~which~~liabilities ~~there was a closing price on the TSX Venture Exchange (or if the Common Shares~~ are ~~not~~translated ~~listed~~at on the ~~TSX~~year-end ~~Venture~~current ~~Exchange,~~exchange ~~on such~~rate ~~stock~~and ~~exchange~~non-monetary asassets ~~the~~and ~~Common~~liabilities ~~Shares~~ are ~~then~~translated ~~traded,~~using ~~less~~historical ~~the~~rates ~~permitted discounts pursuant to policies~~ of ~~TSX~~exchange. ~~Venture~~Gains ~~Exchange~~ or ~~such~~losses ~~stock~~resulting ~~exchange~~from onthese ~~which~~translation ~~the~~adjustments ~~Common Shares~~ are ~~listed~~included ~~for~~in ~~trading).~~net income.

~~The~~Transactions ~~exercise~~in ~~period~~foreign ofcurrencies ~~options~~are ~~shall be~~translated aat ~~period~~rates ofin ~~time~~effect ~~fixed~~at by the ~~Board~~time of ~~Directors,~~the ~~not to exceed five (5) years~~transaction. IfMonetary ~~a holder~~assets ~~shall~~and ~~cease~~liabilities toare betranslated aat ~~director,~~current ~~officer, employee or consultant for any reason other than death, the options will expire if not exercised within a maximum of 45 days following such cessation~~rates. InGains ~~the~~and ~~event~~losses ~~of the death of a holder, the options~~ are ~~exercisable~~included ~~for~~in ~~a period of 12 months following the date of death by the person or persons to whom the holder’s rights under the options pass by will or by law~~income.

As(e) ofRevenue ~~June 4, 2003, stock options have been granted on 2,667,766 Common Shares and are held as follows~~recognition:

4The Company enters into contractual agreements with licensees that provide for the provision of graphics, web design and software implementation services, the licensing of software, and the provision of unspecified software upgrades over the fixed term of the contract. Revenue under such contractual arrangements is not recognized before there exists persuasive evidence that an arrangement exists, delivery has occurred, the fee is fixed and determinable, and the collectibility of outstanding amounts is considered probable. The Company considers persuasive evidence to exist when a formal contract or purchase order is finalized. Delivery occurs over the term of the arrangement as described further below. The Company considers a fee to be fixed and determinable when it is for a measurable amount and receivable over a period not to exceed twelve months. Finally, the Company assesses collectibility relative to customer payment histories, credit checks, the nature of the customer and other relevant information. As the Company’s contractual arrangements provide for the delivery of multiple elements, the Company evaluates whether vendor–specific objective evidence (“VSOE”) exists to allow for the allocation of the arrangement fee between the undelivered elements and the delivered elements for revenue recognition purposes. To date, as the period provided for in contractual arrangements for the provision of unspecified upgrades is consistent with the license period, the Company has not been able to identify VSOE and allocate revenue between delivered and undelivered elements. Accordingly, set-up fees are recognized ratably over the term of the contract, commencing upon completed delivery of the implementation and integration services. License fees, which are contingent upon customer usage, are recognized on an accrual basis as earned over the life of the contract.

~~Held~~Direct ~~By _________________~~ and incremental costs incurred during the set-up contractual arrangements, have been deferred as deferred set-up expense and are recognized ratably over the term of the contract consistent with that for the related revenue recognition.

Date of Grant	Date of Expiry	Directors Not Executive Officers	Executive Officers	Others	Exercise Price	Market Price At Date of Grant
Nov. 1/98	Oct. 31/03	86,666	--	--	$1.00	$1.00
Dec. 15/98	Dec. 14/03	--	--	50,000	$1.50	$1.50
Feb. 1/99	Jan. 31/04	--	--	50,000	$1.06	$1.77	(1)
Feb. 10/99	Feb. 9/04	--	25,000	--	$1.06	$2.10	(1)
June 7/99	June 6/04	--	200,000	25,000	$1.06	$3.40	(1)
Nov. 1/99	Oct. 31/04	--	--	56,200	$1.06	$4.00	(1)
Nov. 1/99	Oct. 31/04	50,000	--	--	$1.06	$4.00	(1)
Jan. 5/00	Jan. 4/05	--	75,000	--	$1.06	$3.11	(1)
May 6/00	May 5/05	--	--	50,000	$1.06	$4.20	(1)
June 7/00	June 6/05	--	140,600	--	$1.06	$3.65	(1)
July 11/00	July 10/05	--	--	100,000	$1.06	$3.80	(1)
July 14/00	July 13/05	--	--	100,000	$1.06	$4.00	(1)
Sept. 18/00	Sept. 17/05	--	350,000	20,000	$1.06	$2.35	(1)
Oct. 27/00	Oct. 26/05	--	--	64,000	$1.17	$2.00	(1)
Nov. 2/00	Nov. 1/05	--	--	25,000	$1.17	$2.00	(1)
Apr. 23/01	Apr. 22/06	--	300,000	18,600	$1.06	$1.06
May 8/01	May 7/06	--	--	50,000	$1.00	$1.00
Aug. 24/01	Aug. 23/06	--	--	50,000	$2.09	$2.09
Sept. 6/01	Sept. 5/06	--	--	61,000	$2.00	$2.00
Oct. 4/01	Oct. 3/06	--	--	50,000	$2.00	$2.00
Dec. 19/01	Dec. 18/06	--	--	58,100	$1.72	$1.72
Mar. 11/02	Mar. 10/07	--	--	125,000	$1.60	$1.60
Apr. 10/02	Apr. 9/07	--	--	8,400	$1.60	$1.60
Apr. 19/02	Apr. 16/07	50,000	--	--	$1.63	$1.63
Apr. 24/02	Apr. 23/07	--	--	100,000	$1.60	$1.60
Sept. 5/02	Sept. 4/07	--	--	60,300	$1.00	$0.81
Mar. 31/03	Mar. 30/08	--	--	185,900	$1.00	$0.85

CHARTWELL TECHNOLOGY INC.
Notes to Consolidated Financial Statements, Page 3

Years ended October 31, 2003, 2002 and 2001
(stated in Canadian dollars)
(Revised, Note 2)

51. Significant accounting policies (continued):

Apr. 1/03		Mar. 31/08		--		--		65,000		$1.00		$1.00
Apr 30/03		Apr. 29/08		--		--		28,000		$1.00		$0.95

(f)

Per share amounts:

~~Note:~~Basic ~~(1)~~per ~~Approval~~share toamounts ~~reprice~~are calculated using the weighted average number of shares outstanding during the year. Diluted per share amounts are calculated based on the treasury stock method, which assumes that any proceeds obtained on exercise of options ~~was~~would ~~granted~~be used to purchase common shares at athe ~~Special~~average ~~and~~market ~~Annual~~price ~~General~~during ~~Meeting~~the period. The weighted average number of ~~shareholders~~shares ~~held~~outstanding onis ~~July~~then ~~10,~~adjusted ~~2001~~by the net change.

~~Performance~~(g) ~~Graph~~ Income taxes:

The ~~following~~Company ~~graph~~follows ~~compares~~ the ~~total~~ ~~cumulative shareholder return~~liability method of accounting for ~~$100~~income ~~invested~~taxes, inwhereby ~~common~~future ~~shares~~tax ofassets and liabilities are recognized for the ~~Corporation~~ onfuture ~~October~~tax ~~31,~~consequences ~~1997~~attributable ~~with~~to differences between the ~~cumulative total~~ ~~return~~financial onstatement ~~the~~carrying ~~TSE~~amounts ~~300~~of ~~Index~~existing assets and liabilities and their respective tax bases. ~~The~~Future ~~common~~tax ~~shares~~assets ofand ~~the Corporation~~ liabilities are ~~traded~~measured onusing ~~the~~substantively ~~TSX~~enacted ~~Venture~~tax ~~Exchange however~~ rates ~~information for~~expected to apply when the ~~presentation of~~ asset is realized or the ~~same~~liability ~~return~~settled. ~~on investment for~~A ~~such~~ valuation ~~exchange~~allowance ~~and~~is ~~its predecessor, the~~recorded ~~Alberta~~against ~~Stock~~future ~~Exchange,~~income ~~was~~tax assets if it is more likely than not ~~available.~~that all or a portion of the assets will not be realized.

6(h) Stock-based compensation plan:

		Oct. 31, 1997		1998		1999		2000		2001		2002
Chartwell Year End Price		$100.00		$66.67		$266.67		$130.00		$123.33		$66.67
TSE 300 Index		$100.00		$90.73		$106.05		$140.88		$100.63		$91.33

Effective November 1, 2002, the Company adopted the Canadian standards for accounting for stock-based compensation and other stock-based payments. The new recommendations require equity instruments awarded to employees and the cost of the service received as consideration to be measured and recognized based on the fair value of the equity instruments issued. Compensation expense is recognized over the period of related employee service, usually the vesting period of the equity instrument awarded. In addition, the new standards require that equity instruments issued to non-employees be recorded at their fair value at the date of issue. The new recommendations permit the measurement of compensation expense for stock options granted to employees and directors that are not direct awards of stock, stock appreciation rights or otherwise call for settlement in cash or other assets by an alternative method and to provide pro forma disclosure of the financial results using the fair value method.

~~INDEBTEDNESS~~The OFCompany ~~DIRECTORS~~has ~~AND~~elected ~~SENIOR~~to ~~OFFICERS~~follow an alternative method of accounting for stock options awarded to employees and recognize no compensation expense when stock options are granted.

~~One~~CHARTWELL ~~director~~TECHNOLOGY ~~of the Corporation was~~INC. ~~indebted~~Notes to ~~the~~Consolidated ~~Corporation~~Financial ~~in the amount of $132~~Statements,~~658~~ asPage at4 ~~the end of the last completed~~ ~~fiscal~~ Years ~~year.~~ended ~~The~~October ~~indebtedness~~31, is2003, ~~evidenced~~2002 byand an2001 ~~interest bearing demand promissory note.~~ ~~One~~(stated ~~director of the Corporation was indebted to the Corporation~~ in ~~the~~Canadian ~~amount~~dollars) ~~of $29,907~~ as(Revised, atNote ~~the end of the last completed fiscal year. This indebtedness is evidenced by a non-interest bearing demand promissory note.~~ 2)

~~BUSINESS~~1. OFSignificant ~~THE~~accounting ~~MEETING~~policies (continued):

~~Regular~~(i) ~~Business~~ Use of estimates:

AtThe preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the ~~Meeting,~~reported ~~shareholders~~amounts ~~will consider~~of assets and disclosure of contingent assets and liabilities at the ~~items~~date of ~~regular~~the ~~business~~consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Areas of significant estimate include the recoverability of deferred software development costs, amortization periods for capital assets, provision for doubtful accounts and deferred set-up fee expense. Actual results could differ from management’s best estimates and underlying assumptions as ~~follows:~~additional information becomes available in the future.

~~1. Financial~~(j) ~~Statements~~ Comparative figures:

~~The~~Certain ~~shareholders~~comparative ~~will~~figures ~~receive~~have ~~and~~been ~~consider the~~reclassified ~~audited~~to ~~financial~~conform ~~statements~~with of the ~~Corporation~~current ~~for the fiscal~~ year ~~ended~~financial ~~October~~statement ~~31, 2002 together with the auditor’s report thereon~~presentation.

~~2. Election~~(k) ofCash ~~Directors~~ and cash equivalents:

AtCash ~~the~~and ~~Meeting,~~cash ~~the~~equivalents ~~shareholders will be asked to determine that the board of directors~~ consist of ~~five~~bank ~~(5)~~deposits ~~directors~~ and ~~will be~~short-term ~~asked~~investments ~~further~~with tomaturities ~~elect five (5) directors to succeed the present directors, whose terms~~ of ~~office~~three ~~expire~~months ~~on the day of the Meeting, to serve until the next annual general meeting,~~ or ~~until their respective successors have been elected or appointed~~less. AtShort-term ~~the Meeting,~~investments ~~shareholders~~are ~~may~~recorded ~~determine~~at ~~that~~cost awhich ~~greater~~does ~~number~~not ofdiffer ~~directors~~materially ~~is desirable and, if so, additional nominations~~ from ~~shareholders~~fair ~~will be considered for election~~value.

~~Unless~~CHARTWELL ~~otherwise~~TECHNOLOGY ~~directed it is the~~INC. ~~intention~~Notes ~~of management~~ to ~~vote~~Consolidated ~~proxies~~Financial inStatements, ~~the~~Page ~~accompanying~~5 ~~form in favour of the election~~ as Years ~~directors~~ended ofOctober ~~the~~31, ~~five (5) nominees hereinafter set forth~~2003, ~~provided~~2002 ~~that~~and in2001 ~~the event a~~ ~~vacancy~~(stated ~~among~~in ~~such~~Canadian ~~nominees~~dollars) ~~occurs because of death or for any reason prior to the~~ ~~Meeting~~(Revised, ~~the~~Note ~~Proxy shall not be voted with respect to such vacancy:~~ 2)

~~Rene G~~2. ~~Carrier~~Amendment ~~Darcy~~to E.accounting ~~Krogh Steven W. Latham Darold H. Parken Roderick A. Ferguson~~policy:

~~The~~Subsequent ~~names~~to completion and issuance by the Company of ~~all~~its October 31, 2003 consolidated financial statements, the ~~persons nominated~~Company, ~~for~~after ~~election~~consultation aswith ~~directors~~its auditors, ~~all~~concluded ~~other~~that ~~positions~~it was appropriate to revise its accounting policy for set-up fee revenue and ~~offices~~related ~~with~~direct and incremental costs, to the ~~Corporation held~~method bydescribed ~~them,~~in ~~their~~note ~~principal~~1(e). ~~occupations~~Previously, ~~dates~~such onfees ~~which~~were ~~they~~recognized ~~became~~when ~~directors~~the ofimplementation ~~the Corporation~~services were completed and ~~the~~customer ~~number~~acceptance ofoccurred. ~~common~~The ~~shares~~revised ofaccounting ~~the~~policy, ~~Corporation~~as ~~beneficially~~described ~~owned~~in note 1(e), ~~directly~~ oris ~~indirectly~~consistent with SOP 97-2, or“Software ~~over~~Revenue ~~which~~Recognition”, ~~control~~applied orunder ~~direction~~U.S. isgenerally ~~exercised~~accepted accounting principles (note 12). This accounting change has been adopted retroactively, byresulting ~~each~~in ofthe ~~them as~~following ofchanges ~~June~~to 4amounts previously reported for Canadian generally accepted accounting principles purposes for the years ended October 31, 2003, ~~are~~2002 asand ~~follows~~2001:

2003	As previously reported		As revised		Change


Software set-up fees revenue	$ 943,395		$ 919,892		$ (23,503	)
Software development expenses	3,272,353		3,288,164		15,811
Income tax recovery	520,000		630,000		110,000
Net income	1,610,852		1,681,538		70,686
Net income per share - basic	0.11		0.12		0.01
Future income taxes	520,000		630,000		110,000
Deferred set-up expense	--		209,842		209,842
Deferred revenue	343,311		1,687,935		1,344,624
Deficit	(6,480,170	)	(7,504,952	)	(1,024,782	)

Name and Position with the Corporation	Principal Occupation During Past Five Years		Director Since		Shares Held as of June 4, 2003(1)
2002
Darold H. Parken,	President and Chief Executive Officer of the		Oct. 26/94		793,100	(1)
Software set-up fees revenue	$ 789,197		$ 896,560		$ 107,363
President, Chief	Corporation. Prior thereto, Barrister & Solicitor,
Software development expenses	2,651,335		2,648,223		(3,112	)
Executive Officer	Parken & Corporation since February 1989.
Net loss	(1,431,282	)	(1,320,807	)	110,475
and Director	Prior thereto, partner with Burnet, Duckworth
Net loss per share - basic	(0.11	)	(0.10	)	0.01
	& Palmer, Barristers & Solicitors.
Deferred set-up expense	91,629		317,283		225,654
Darcy E. Krogh	Vice President, Business Development of the		June 7/99		10,500	(1)
Deferred revenue	--		1,321,122		1,321,122
Vice President,	Corporation. Prior thereto, registered
Deficit	(8,091,022	)	(9,186,490	)	(1,095,468	)
Business	representative with various Canadian
Development and	investment dealers for 18 years.
Director
Rene G. Carrier	President, Euro-American Capital Corporation		July 29/91		111,300	(1)
Director	(a private investment Corporation). Prior
	thereto, Vice President of Pacific
	International Securities Inc. (a brokerage
	firm) from 1982 to 1991.
Steven W. Latham	President, Gateway Technology Inc., since		Aug. 25/98		550,000	(1)
Director	1996. Prior thereto, Product Development
	Manager with Corel Corporation (computer
	software and hardware developer) from June
	1995 to June 1997.
Roderick A. Ferguson,	Partner, Heenan Blaikie LLP, Barristers and		July 10/01		10,000
Director	Solicitors since 2001 and prior thereto
	Partner, Burnet Duckworth & Palmer, Barristers
	and Solicitors.

Notes: (1) Messrs. Parken, Latham, Krogh, Carrier and Ferguson hold options to purchase 625,000, 86,666, 200,000, 50,000 and 50,000 shares respectively.

2001

Software set-up fees revenue	$ 1,928,696		$ 803,990		$(1,124,706	)
Software development expenses	2,013,601		1,857,580		(156,021	)
Net loss	(835,967	)	(1,804,652	)	(968,685	)
Net loss per share - basic	(0.06	)	(0.14	)	(0.08	)
Deferred set-up expense	--		222,542		222,542
Deferred revenue	--		1,428,485		1,428,485
Deficit	(6,659,740	)	(7,865,683	)	(1,205,943	)

~~The~~Other ~~information~~impacted asamounts topresented ~~shares beneficially~~throughout ~~owned,~~these ~~directly~~revised orconsolidated ~~indirectly,~~financial isstatements ~~based~~have ~~upon~~been ~~information~~amended ~~furnished~~as ~~to the Corporation by the respective directors and nominees~~appropriate.

3CHARTWELL TECHNOLOGY INC. ~~Appointment~~ Notes ofto ~~Auditors~~Consolidated Financial Statements, Page 6 Years ended October 31, 2003, 2002 and 2001 (stated in Canadian dollars) (Revised, Note 2)

The Management of the Corporation proposes to nominate KPMG LLP, Chartered Accountants, as auditors of the Corporation to hold office until the next annual general meeting at a remuneration to be fixed by the Board of Directors3. KPMGCapital LLP were first appointed auditors of the Corporation on April 27, 2000. assets:

INTEREST OF CERTAIN PERSONS AND COMPANIES IN MATTERS TO BE ACTED UPON

2003	Cost	Accumulated amortization	Net book value


Capital assets under lease	$ 47,005	$ 36,047	$ 10,958
Computer equipment	730,773	447,361	283,412
Furniture and equipment	89,558	44,959	44,599

	$867,336	$528,367	$338,969

Management of the Corporation is not aware of any material interests of any director or senior officer of the Corporation, any shareholder who beneficially owns more than 10% of the common shares of the Corporation, or any known associate or affiliate of those persons, in any matter to be acted upon at the Meeting, except as disclosed herein.

2002

Capital assets under lease	$ 47,005	$ 31,350	$ 15,655
Computer equipment	535,356	325,898	209,458
Furniture and equipment	77,070	33,809	43,261

	$659,431	$391,057	$268,374

~~OTHER~~4. ~~MATTERS~~Deferred software development costs:

Management knows of no amendment, variation or other matter to come before the Meeting other than those

	2003		2002


Software development costs	$ 1,055,097		$ 524,149
Less: accumulated amortization	(524,149	)	(414,081	)

Net book value	$ 530,948		$ 110,068

8CHARTWELL TECHNOLOGY INC. Notes to Consolidated Financial Statements, Page 7 Years ended October 31, 2003, 2002 and 2001 (stated in Canadian dollars) (Revised, Note 2)

~~set forth in the Notice of Annual General Meeting~~5. IfShare ~~any other matter properly comes before the Meeting, however, the accompanying proxy will be voted on such matter in accordance with the best judgement of the person or persons voting the proxy.~~ capital:

~~APPROVAL~~(a) ~~AND CERTIFICATION~~Authorized:

~~The~~100,000,000 ~~contents~~common ~~and~~shares ~~sending~~without ofpar ~~this Information Circular — Proxy Statement have been approved by the directors of the Corporation.~~ value

~~The~~(b) foregoing contains no untrue statement of a material fact and does not omit 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. Issued:

DATED at Calgary, Alberta, this 4th day of June, 2003.

	Number of shares	Amount


Balance, October 31, 2000	15,550,501	$14,418,635
Issued for cash on exercise of stock options	20,000	20,000
Issued for cash on exercise of Warrants	58,000	72,500

Balance, October 31, 2001	15,628,501	14,511,135
Issued for cash on exercise of stock options	189,200	121,088

Balance, October 31, 2002	15,817,701	14,632,223
Issued for cash on exercise of stock options	145,000	152,500
Issued as finders fee	25,000	25,000

Balance, October 31, 2003	15,987,701	$14,809,723

~~(signed)~~375,000 ~~"Darold~~shares H.are ~~Parken"~~held ~~Darold~~in H.escrow ~~Parken~~on ~~Director~~behalf ~~(signed)~~of ~~"Roderick~~the A.principals ~~Ferguson"~~of ~~Roderick~~the A.Company ~~Ferguson~~and ~~Director~~are subject to the direction and determination of the regulatory authorities in the Province of British Columbia.

9955,400 shares are held in escrow on behalf of the principals of the Company and others, and subject to the direction and determination of the regulatory authorities in the Province of Alberta.

~~CHARTWELL~~Pursuant ~~TECHNOLOGY~~to ~~INC~~the Company’s acquisition of all of the issued shares of GTI, 1,000,000 shares were held in escrow and were realizable from time to time as one escrowed share for each $1.00 of cash flow generated by GTI subsequent to its acquisition by the Company. Shares remaining in escrow at November 1, 2003 were to be returned to the Company and cancelled. On October 31, 2003, an application was made to the TSX Venture Exchange for release of 333,333 shares, in accordance with the terms of the escrow agreement. On April 27, 2004 those shares were released from escrow. The remaining 666,667 shares were returned to the Company on May 6, 2004 and cancelled.

~~FORM~~CHARTWELL OFTECHNOLOGY ~~PROXY~~INC. Notes ~~FOR~~to ~~THE~~Consolidated ~~ANNUAL~~Financial ~~GENERAL~~Statements, ~~MEETING~~Page OF8 ~~SHAREHOLDERS~~ Years ~~SOLICITED~~ended BYOctober ~~MANAGEMENT~~31, 2003, 2002 and 2001 (stated in Canadian dollars) (Revised, Note 2)

~~The undersigned shareholder of CHARTWELL TECHNOLOGY INC~~5. ~~(the~~Share ~~“Corporation”)~~capital hereby appoints Darold H. Parken, President and CEO of the Corporation, of Calgary, Alberta, or, failing him, Darcy Krogh, Vice President, Business Development of the Corporation, of Vancouver, British Columbia, or instead of either of the foregoing _______________________________, as proxy of the undersigned at the Annual General Meeting of the Shareholders of the Corporation to be held on the 10th day of July, 2003 (~~the “Meeting”~~continued) and at any adjournment thereof and at every ballot that may take place in consequence thereof to the same extent and with the same powers as if the undersigned were personally present at the Meeting with authority to vote at the said Proxy’s discretion, except as otherwise specified below. Without limiting the general powers conferred, I hereby direct the said proxy to vote the shares represented by this proxy as follows, on the following matters:

~~1. On the resolution regarding the election of Directors as specified in the Information Circular — Proxy Statement dated June 4, 2003~~ (~~the “Circular”~~c) Stock options:

~~FOR~~The ~~WITHHOLD~~Company ~~VOTE~~has a stock option plan for its directors, officers, employees and key consultants whereby an amount of options to a maximum of 3,110,100 shares may be granted subject to certain terms and conditions. Stock option vesting privileges are at the discretion of the Board. The exercise price for stock options granted is no less than the quoted market price on grant date. Changes in the number of options, with their weighted average exercise prices, are summarized below:

2. On the resolution for the appointment of KPMG LLP, Chartered Accountants, as auditors of the Corporation for the ensuing year and to authorize the directors to fix their remuneration:

	October 31, 2003			October 31, 2002			October 31, 2001


	Shares		Weighted average exercise price	Shares		Weighted average exercise price	Shares		Weighted average exercise price

Outstanding, beginning
of year	2,388,866		$1.21	2,011,566		$1.15	1,777,532		$1.02
Granted	503,900		1.08	426,400		1.54	579,100		1.35
Exercised	(145,000	)	1.05	—		—	(209,200	)	0.67
Forfeited	(131,666	)	1.38	(49,100	)	1.80	(135,866	)	1,03

Outstanding, end of
year	2,616,100		$1.19	2,388,866		$1.21	2,011,566		$1.15

~~FOR~~On ~~WITHHOLD~~June ~~VOTE~~5, 2001, the Company re-priced certain employee stock options with original exercise prices ranging from $1.77 to $4.20, to new exercise prices ranging from $1.06 to $1.17.

3. The following Attable ~~the~~summarizes ~~discretion~~information ofabout the ~~said~~stock ~~Proxy,~~options tooutstanding ~~vote~~at October 31, ~~upon~~2003: ~~any amendment or variation of the above matters or any other matter properly brought before the Meeting or any adjournment thereof in such manner as such Proxy in his sole judgement may determine.~~

I HEREBY REVOKE ANY PROXIES HERETOFORE GIVEN.

	Options Outstanding			Options Exercisable


Range of exercise prices	Number	Weighted average reamining contractual life (years)	Weighted average exercise price	Number	Weighted average exercise price

$ 1.00-1.50	2,123,600	2.3	$1.07	2,073,163	$1.08
1.51-2.00	442,500	2.9	1.67	181,597	1.65
2.01-2.09	50,000	2.8	2.09	50,000	2.09

$ 1.00-2.09	2,616,100	2.4	$1.19	2,304,760	$1.15

~~THIS~~The ~~PROXY~~weighted ISaverage ~~SOLICITED~~grant ONdate ~~BEHALF OF~~fair ~~THE~~value ~~MANAGEMENT~~of OFstock ~~CHARTWELL~~options ~~TECHNOLOGY~~granted ~~INC.~~during ~~THE~~the ~~SHARES~~year ~~REPRESENTED~~was ~~BY THIS PROXY SHALL BE VOTED AS DIRECTED IN THE SPACES PROVIDED ABOVE OR, IF NO DIRECTION IS GIVEN, SHALL BE VOTED IN FAVOUR OF ALL OF THE ABOVE MATTERS~~$0. 78.

~~THE PERSONS~~CHARTWELL ~~NAMED~~TECHNOLOGY ~~IN THIS PROXY ARE DIRECTORS AND/OR OFFICERS OF THE CORPORATION~~INC. ~~EACH~~ ~~SHAREHOLDER~~Notes ~~HAS~~to ~~THE~~Consolidated ~~RIGHT~~Financial ~~TO APPOINT A PERSON~~Statements, ~~WHO~~Page ~~NEED~~9 ~~NOT BE A SHAREHOLDER OF THE~~ ~~CORPORATION,~~ Years TOended ~~ATTEND~~October ~~AND TO ACT FOR HIM AND ON HIS BEHALF AT THE MEETING~~31, ~~OTHER THAN THE PERSONS DESIGNATED ABOVE. TO EXERCISE SUCH RIGHT~~2003, ~~THE~~2002 ~~NAMES~~and OF2001 ~~THE PERSONS DESIGNATED BY~~ ~~THE~~(stated ~~MANAGEMENT~~in ~~SHOULD~~Canadian BEdollars) ~~CROSSED OUT AND THE NAME OF THE SHAREHOLDER’S APPOINTEE~~ ~~SHOULD~~(Revised, BENote ~~LEGIBLY PRINTED IN THE BLANK SPACE PROVIDED.~~ 2)

~~DATED this~~5. ~~_____~~Share ~~day~~capital ~~of __________, 2003.~~ (continued):

~~Signature~~(d) ofPer ~~Shareholder~~share amounts:

~~Name~~The weighted average number of ~~Shareholder~~shares outstanding for the year was 13,504,890 (~~please~~2002 ~~print~~– 13,485,109; 2001 – 13,286,063). Diluted shares of 13,749,013 for 2003 reflect the dilutive effect of the exercise of the options outstanding. Diluted loss per share was not disclosed separately in 2002 and 2001 as the exercise of options outstanding would have had an anti-dilutive effect on net loss per share. Contingently returnable and issuable shares held in escrow have been excluded from the calculations.

~~Instructions~~6. Stock-based compensation:

The Company has calculated the fair value of stock options granted in 2003 to employees, directors, and officers using the Black Scholes option pricing model, assuming a dividend yield of 0%, a risk-free interest rate of 4%, volatility of 99%, and an expected option life of 5 years. ~~The~~Had ~~signature~~compensation expense been determined based on the fair value of the ~~shareholder~~2003 ~~should~~employee bestock ~~exactly~~option awards at the ~~same~~grant asdates, the ~~name~~Company’s innet ~~which~~income and loss per share for 2003 would have been changed to the ~~shares~~following ~~are~~pro ~~registered.~~forma amounts:

5. If the appointer is a corporation, its corporate seal must be affixed or it must be signed by an officer or attorney thereof duly authorized.

	As reported	Pro forma


Net income	$ 1,571,538	$ 1,495,009

Net income per share:
Basic	$ 0.12	$ 0.11
Diluted	$ 0.11	$ 0.11

67. ~~Persons~~Related ~~signing~~party ~~as executors, administrators, trustee, etc. should so indicate and give their full title as such.~~transactions:

7.For ~~This~~the ~~Proxy~~year ~~will~~ended ~~not~~October be31, ~~valid~~2003, ~~and~~the ~~will~~Company ~~not~~incurred belegal ~~acted~~fees ~~upon or voted unless it is signed and dated and delivered to the attention~~ of ~~the Corporation’s Secretary~~$60,000 ~~c/o~~(2002 ~~Computershare~~— ~~Trust~~$60,000; ~~Company~~2001 of— ~~Canada~~$60,000) ~~Attention:~~and ~~Proxy~~consulting ~~Department,~~fees ~~100~~of ~~University Avenue~~$165,000 ~~9th~~(2002 ~~Floor,~~— ~~Toronto~~$165,000; ~~Ontario~~2001 ~~M5J~~— ~~2Y1~~$162,000) ~~not~~to ~~less~~various ~~than~~directors 48of ~~hours before~~ the ~~time~~Company ~~for~~in the ~~holding~~normal course of ~~the~~business. ~~Meeting~~These ortransactions ~~any~~were ~~adjournment~~measured ~~thereof.~~at ~~Proxies~~the ~~may~~exchange ~~also~~amount beand ~~delivered~~recorded byin ~~fax~~general ~~to:~~and ~~(416)~~administrative ~~263-9524 or 1-866-249-7775~~expenses.

8Amounts due from related parties of $190,512 consist of amounts due from Company officers, directors and employees. ~~This~~Of ~~Proxy~~these amounts, $49,907 is ~~valid~~non-interest ~~only~~bearing, atunsecured ~~the~~and ~~Meeting~~with inno ~~respect~~set terms of ~~which~~repayment. itThe remaining $140,605 bears 6% interest, is ~~given~~secured orby ~~any~~189,200 ~~adjournment~~common ~~thereof~~shares of the Company and has no set terms of repayment.

In 2001, the Company determined that $242,512 of liabilities, which were recognized upon the acquisition of the issued and outstanding shares of GTI, were no longer payable, and therefore these amounts have been recognized as income in the 2001 year.

CHARTWELL TECHNOLOGY INC.
Notes to Consolidated Financial Statements, Page 10

Years ended October 31, 2003, 2002 and 2001
(stated in Canadian dollars)
(Revised, Note 2)

Income taxes:

Income tax recovery differs from the amount that would be computed by applying the basic combined Canadian federal and provincial statutory income tax rate to the net loss for the year. The reasons for the differences are as follows:

	2003		2002		2001


Net income (loss) before income taxes	$ 1,051,538		$(1,320,807	)	$(1,804,652	)

Combined Canadian federal and provincial
statutory rate	37.2	%	39.7	%	42.6	%

Computed provision (recovery)	$ 391,173		$ (524,360	)	$ (768,782	)
Non-tax-based amortization	40,945		43,653		44,605
Difference in foreign tax rates	(2,349,334	)	(998,724	)	(304,990	)
Foreign accrual property income	2,358,077		1,034,320		741,800
(Realization) benefit of future tax assets
not recognized	(451,767	)	436,825		276,813
Non deductible expenses	10,906		8,287		10,554
Reduction of valuation allowance	(630,000	)	--		--

Actual recovery	$ (630,000	)	$ --		$ --

The adjustment in respect of differences in foreign tax rates includes amounts arising from the differences in taxable income in the various jurisdictions in which the Company operates.

The components of the Company’s net future income tax asset at October 31, 2003 and 2002 are as follows:

2003	Canada		United States	Total;


Non-capital/net operating losses	$ 64,930		$ 20,995	$ 85,925
Capital assets	81,337		--	81,337
Share issue costs	57,140		--	57,140
Resource deductions	78,039		--	78,039
Deferred development costs	1,284,846		--	1,284,846
Deferred revenue	465,508		--	465,508
Deferred set-up expense	(72,647	)	--	(72,647	)

	1,959,153		20,995	1,980,148

Less: valuation allowance	1,329,153		20,995	1,350,148

	$ 630,000		$ --	$ 630,000

CHARTWELL TECHNOLOGY INC.
Notes to Consolidated Financial Statements, Page 11

Years ended October 31, 2003, 2002 and 2001
(stated in Canadian dollars)
(Revised, Note 2)

Income taxes (continued):

2002	Canada		United States	Total


Non-capital/net operating l	$ 1,200,628		$ 24,823	$ 1,225,451
Capital assets	116,966		--	116,966
Share issue costs	120,340		--	120,340
Resource deductions	87,963		--	87,963
Deferred development costs	449,460		--	449,460
Deferred revenue	463,978		--	463,978
Deferred set-up expense	(111,430	)	--	(111,430	)

	2,327,905		24,823	2,352,728

Less: valuation allowance	2,327,905		24,823	2,352,728

At October 31, 2003, the Company has non-capital loss carry-forwards for Canadian income tax purposes of approximately $187,550 (2002 – $1,377,491) available for deduction against future years’ taxable income. These losses expire in 2008. The Company also has $3,700,719 of unused deferred development costs which may be carried forward indefinitely.

In addition, the Company has net operating losses carry-forward for United States income tax purposes of approximately $61,750 (2002 – $73,008) available for deduction against future year’s taxable income. These losses expire between 2018 and 2019.

Financial instruments:

The Company’s financial instruments consist of cash, short term investments, accounts receivable, amounts due from related parties, accounts payable and accrued liabilities and capital lease obligations. The fair value of these financial instruments approximate their carrying values. It is management’s opinion that the Company is not exposed to significant interest and or credit risk. The Company’s credit risk lies in its accounts receivable where the balance is due from a small number of customers. The Company’s short term investments consist of investments in low risk, fixed interest, corporate and government bonds. A substantial portion of the Company’s revenue is exposed to currency fluctuations.

CHARTWELL TECHNOLOGY INC.
Notes to Consolidated Financial Statements, Page 12

Years ended October 31, 2003, 2002 and 2001
(stated in Canadian dollars)
(Revised, Note 2)

10.

Commitments:

Operating leases:

Future minimum annual payments under operating leases are as follows:



2004		$338,326
2005		385,977
2006		282,782
2007		283,480
2008		283,620
Thereafter		25,203

11.

Segmented information:

The Company has aggregated its Canadian and Belize operating segments into one reporting segment as management has determined that the nature of the operations in each segment meets the aggregation criteria specified by the CICA.

The Company’s software set-up and license fees are from domestic and foreign entities and originate from the following countries of operation:

2003	Canada	Belize	Total


Software set-up fees	$ --	$ 919,892	$ 919,892
Software license fees	$ 227,538	$6,072,797	$6,300,335
Total assets	$7,731,838	$1,486,837	$9,218,705

2002
Software set-up fees	$ 51,832	$ 844,728	$ 896,560
Software license fees	$ 231,071	$2,415,695	$2,646,766
Total assets	$4,660,842	$2,290,995	$6,951,837

2001
Software set-up fees	$57,435	$746,555	$803,990
Software license fees	$67,022	$841,854	$908,876

During the year ended October 31, 2003, four licensees (2002 – three; 2001 – five), each of which provided more than 10% of the Company’s total sales revenue, accounted for 72.6% (2002 – 68.5%; 2001 – 54.9%) of the Company’s 2003 total set-up fee and license revenue.

CHARTWELL TECHNOLOGY INC.
Notes to Consolidated Financial Statements, Page 13

Years ended October 31, 2003, 2002 and 2001
(stated in Canadian dollars)
(Revised, Note 2)

12.

Differences in generally accepted accounting principles between Canada and the United States:

The financial statements have been prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”). Any differences in United States generally accepted accounting principles (“U.S. GAAP”) as they pertain to the Company’s financial statements are not material except as follows:

(a)

Reconciliation of Canadian GAAP to U.S. GAAP net income (loss):

The effect on the net income (loss) for each of the years in the three year period ended October 31, 2003 of the differences between Canadian GAAP and U.S. GAAP is summarized as follows:

	Years ended October 31,

	2003		2002		2001

Net income (loss) from continuing operations
for the year as reported in accordance with
Canadian GAAP, as revised	$ 1,681,538		$(1,320,807	)	$(1,804,652	)
Repricing of stock options	(228,900	)	95,820		(702,660	)
Software development costs	(530,948	)	--		--
Stock based compensation expense:
APB 25	--		(7,981	)	(37,580	)
FAS 123	--		(105,119	)	(94,870	)

Net income (loss) - U.S. GAAP	921,690		(1,338,087	)	(2,639,762	)
Deficit, beginning of year - U.S. GAAP, as
previously reported	(9,275,469	)	(7,826,907	)	(6,155,830	)
Cumulative effect of accounting change
(notes 2 and 12(d))	(1,095,468	)	(1,205,943	)	(237,258	)

As revised	(10,370,937	)	(9,032,850	)	(6,393,088	)

Deficit, end of year - U.S. GAAP	$(9,449,247	)	$(10,370,937	)	$(9,032,850	)

Net income (loss) per share - basic
and diluted	$ 0.06		$ (0.10	)	$ (0.20	)

For U.S. GAAP purposes, the amounts of interest income would not be included in the subtotal of revenue.

CHARTWELL TECHNOLOGY INC.
Notes to Consolidated Financial Statements, Page 14

Years ended October 31, 2003, 2002 and 2001
(stated in Canadian dollars)
(Revised, Note 2)

12.

Differences in generally accepted accounting principles between Canada and the United States (continued):

(a)

Reconciliation of Canadian GAAP to U.S. GAAP net income (loss) (continued):

The components of comprehensive income are as follows:

	2003		2002		2001


Net income (loss) - U.S. GAAP	$ 921,690		$(1,338,087	)	$(2,639,762	)
Other comprehensive (loss) income:
Change in fair value of available
for sale long-term securities	(1,365	)	(85,426	)	27,625

Comprehensive income (loss)	$ 920,325		$(1,423,513	)	$(2,612,137	)

Balance sheet items which vary in conformity with U.S. GAAP and SEC requirements:

	2003		2002


Assets:
Available for sale long-term securities	$ --		$ 1,365
Deferred software development costs	--		--

	$ --		$ 1,365

Shareholders' equity:
Accumulated other comprehensive income	$ (59,166	)	$ (57,801	)
Deficit	(9,449,247	)	(10,370,937	)

	$(9,508,413	)	$(10,428,738	)

There are no variations between the amounts of liabilities and those amounts measured using U.S. GAAP.

Accumulated other comprehensive income at October 31, 2002 has been revised to correct an error of $27,625.

CHARTWELL TECHNOLOGY INC.
Notes to Consolidated Financial Statements, Page 15

Years ended October 31, 2003, 2002 and 2001
(stated in Canadian dollars)
(Revised, Note 2)

12.

Differences in generally accepted accounting principles between Canada and the United States (continued):

(b)

Stock based compensation:

The Company applies the intrinsic value-based method of accounting prescribed by Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees”, and related interpretations, in accounting for its stock options issued to employees, directors and officers of the Company for purposes of reconciliation to U.S. GAAP. As such, compensation expense would be recorded on the date of grant only if the current market price of the underlying stock exceeded the exercise price. SFAS No. 123, “Accounting for Stock-Based Compensation”, established accounting and disclosure requirements using a fair value-based method of accounting for stock-based employee compensation plans. As allowed by SFAS No. 123, the Company has elected to continue to apply the intrinsic value-based method of accounting described above and has adopted the disclosure requirements of SFAS No. 123. Stock options issued to consultants and other third parties are accounted for at their fair values in accordance with SFAS No. 123. During 2003, there were no options granted to consultants or other third parties.

With the exception of 100,000 options granted to a consultant in the year ended October 31, 2002 and 50,000 options granted to a consultant in the year ended October 31, 2001, all options granted to date have been fixed and granted to employees, directors and officers of the Company. There was $nil (2002 – $105,119; 2001 — $94,870) charged to income for those options in 2003.

The Company has calculated the fair value of stock options granted to employees, directors and officers using the Black Scholes option pricing model with the following weighted-average assumptions:

	2003		2002		2001


Risk free interest rate	4	%	5	%	6	%
Volatility	99	%	72	%	100	%
Expected option life (in years)	5		5		5
Dividend yield	0	%	0	%	0	%

CHARTWELL TECHNOLOGY INC.
Notes to Consolidated Financial Statements, Page 16

Years ended October 31, 2003, 2002 and 2001
(stated in Canadian dollars)
(Revised, Note 2)

12.

Differences in generally accepted accounting principles between Canada and the United States (continued):

(b)

Stock based compensation (continued):

Had the Company determined compensation costs based on the fair value at the date of grant for its stock options under SFAS 123, net earnings in accordance with US GAAP would have been as reported in the following table. The Company has not recognized in income any amount under SFAS 123 for stock-based employee compensation expense. These pro forma earnings reflect compensation cost amortized over the vesting periods of the options.

	Years ended October 31,

	2003	2002 (revised)		2001 (revised)

Net income (loss) - U.S. GAAP:
As reported	$ 921,690	$ (1,338,087	)	$ (2,639,762	)
Pro forma (revised)	936,339	(1,737,676	)	(2,385,998	)

Net income (loss) per share -
basic and diluted:
As reported	$ 0.06	$ (0.10	)	$ (0.20	)
Pro forma (revised)	$ 0.06	$ (0.13	)	$ (0.18	)

Previously

reported pro forma amounts of $(1,683,131) for 2002 and $(1,889,073) for 2001, and pro forma net loss per share of $ (0.12) and $ (0.14) for those years respectively, have been revised to correct calculation errors in the prior years.

(c)

Additional disclosures under U.S. GAAP:

(i)

The Company follows SFAS 130 regarding comprehensive income for purposes of reconciliation to U.S. GAAP. Under U.S. GAAP, items defined as, other comprehensive income are separately classified in the financial statements and the accumulated balance of other comprehensive income (loss) is reported separately in shareholders’ equity on the balance sheet. For the three years ended October 31, 2003 there are no items classified as other comprehensive income, with the exception of a change in the fair value of available for sale securities of $(1,365)for the year ended October 31, 2003 (2002 – $(85,426); 2001 — $27,625).

(ii)

The 1,663,733 common shares held in escrow for the year ended October 31, 2003 (2002 – 2,330,400 and 2001 – 2,330,400) have not been included in the calculation of basic or diluted earnings per share as doing so would be anti-dilutive.

CHARTWELL TECHNOLOGY INC.
Notes to Consolidated Financial Statements, Page 17

Years ended October 31, 2003, 2002 and 2001
(stated in Canadian dollars)
(Revised, Note 2)

12.

Differences in generally accepted accounting principles between Canada and the United States (continued):

(c)

Additional disclosures under U.S. GAAP (continued):

(iii)

As disclosed in note 5(c) to the consolidated financial statements, in 2001 certain stock options were repriced. In accordance with the intrinsic value method of accounting for stock options, an expense of $702,660 was recognized in the year of repricing. In fiscal 2003 and 2002 these stock options have been accounted for using variable price accounting, resulting in an expense of $228,900 in 2003 and an expense reduction of $95,820 in 2002.

(iv)

Under U.S. GAAP, deferred software development costs are accounted for under SFAS 86, Accounting for Costs of Computer Software to be Sold, Leased or Otherwise Marketed, which requires the expensing of all amounts incurred to the date of technical feasibility. Under Canadian GAAP, these amounts have been capitalized as they meet all of the required criteria.

(d)

Revenue recognition accounting policy:

As described in note 2, subsequent to completion and issuance of the October 31, 2003 consolidated financial statements, the Company revised its set-up fees revenue and direct and incremental costs accounting policy to that disclosed in note 1(e). This accounting policy is in accordance with the provisions of SOP 97-2, “Software Revenue Recognition”. Accordingly, this restatement is accounted for retroactively for U.S. purposes, in accordance with APB Opinion No. 20, “Accounting Changes”.

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