Exhibit 10.18


                                DEED OF HYPOTHEC


BEFORE Mtre. Stephanie Martel, the undersigned Notary for the Province of
Quebec, practicing in the City and District of Montreal,

APPEARED:  WESTCON CANADA SYSTEMS (WCSI) INC./ LES SYSTEMES WESTCON CANADA
           (WCSI) INC., a legal person duly constituted under the laws of
           Canada, having its head office at 1400 - 55th Street, in the City
           of Montreal, Borough of Lachine, Province of Quebec, H8T 3J8,
           herein acting and represented by Lynn Smurthwaite-Murphy, its
           Director, hereunto duly authorized pursuant to a resolution of its
           directors, a copy of which resolution remaining annexed to the
           original hereof, after having been acknowledged as true and signed
           for identification by the said representative, with and in the
           presence of the said Notary;
                                                         PARTY OF THE FIRST PART


 AND:      GENERAL ELECTRIC CAPITAL CANADA INC., a legal person duly
           constituted, having an office at 11 King Street West, in the City of
           Toronto, Province of Ontario, M5H 4C7, herein acting as "fonde de
           pouvoir" for the present and future Debentureholders (as defined
           below) under Article 2692 of the Civil Code of Quebec and
           represented by Constantine Troulis, its representative, duly
           authorized as he so declares;

           Notice of Address of General Electric Capital Canada Inc. having
           been published at the Register of Personal and Movable Real Rights
           under number 012652.

                                                        PARTY OF THE SECOND PART

WHICH PARTIES HAVE AGREED, IN THE PRESENCE OF THE UNDERSIGNED NOTARY,
AS FOLLOWS:


1.   INTERPRETATION

1.1  Definitions. All capitalized terms used in this Deed which are not
otherwise defined herein shall have the meanings assigned to them in the Credit
Agreement.. The following words and phrases, wherever used in this Deed shall,
unless there be something in the context inconsistent therewith, have the
following meanings:


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     1.1.1 "Account Debtor" has the meaning ascribed thereto in Section 7.1.4
     hereof.

     1.1.2 "Agent" means General Electric Capital Canada Inc., as fonde de
     pouvoir under Article 2692 of the Civil Code, the Party of the Second
     Part, and includes its successors and assigns, in such capacity.

     1.1.3 "American Lenders" has the meaning ascribed thereto in the Credit
     Agreement.

     1.1.4 "Business" means all of the business and enterprise carried on by
     the Company through each of its divisions now or in the future, and all
     goodwill associated with it.

     1.1.5 "Canadian Collateral Agent" has the meaning ascribed thereto in the
     Credit Agreement.

     1.1.6 "Canadian Lenders" has the meaning ascribed thereto in the Credit
     Agreement.

     1.1.7 "Civil Code" means the Civil Code of Quebec.

     1.1.8 "Claims" means the universality consisting of all the right, title
     and interest from time to time in and to all present and future claims
     directly or indirectly held or enjoyed including, without limitation:

     1.1.8.1 all accounts receivable, book accounts, book debts, loan
     receivables including principal, interest and accessories, debts, claims,
     customer accounts, all sums of money, all certificates of deposit,
     securities, claims arising from or related to deposits made into any
     savings or other accounts maintained with any bank or other financial
     institution together with all interest paid or payable thereon, rentals,
     revenues, income, receivables, sale proceeds, judgements, bills of
     exchange, bonds, shares, stocks, warrants, debentures, notes, negotiable
     instruments, certificates of deposit, letters of credit or guarantee,
     promissory notes, rebates, refunds, amounts owing by or claimable from the
     Crown or any departments, agents or agencies thereof (but only to the
     extent that same may be hypothecated pursuant to applicable law),
     warehouse receipts, bills of lading and any other amounts or demands of
     every nature and kind howsoever arising, whether or not secured, which are
     now or become hereafter due or owing;

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     1.1.8.2 all movable and immovable security present or future including all
     legal or conventional hypothecs and other security held from time to time
     under or in connection with the foregoing;

     1.1.8.3 the benefit of all representations, warranties, guarantees and
     indemnities;

     1.1.8.4 all indemnities and insurance proceeds other than those paid under
     insurance contracts covering rents produced by an immovable property; and

     1.1.8.5 the benefit of all contractors', manufacturers' and suppliers'
     warranties;

     1.1.9 "Collateral" means the universality of all of the movable property,
     rights and assets of the Company, present and future, corporeal and
     incorporeal, of whatsoever nature and wheresoever situated, including,
     without limitation, all of its Claims, investment property, Contracts,
     Equipment, Intellectual Property, Inventory, Securities, Title Documents,
     Records, Proceeds and Intercompany Collateral.

     1.1.10 "Company" means WESTCON CANADA SYSTEMS (WCSI) INC./LES SYSTEMES
     WESTCON CANADA (WCSI) INC., the Party of the First Part.

     1.1.11 "Confidential Information" means the trade secrets, confidential
     information and confidential know-how in which the Company now or
     hereafter has an interest. Confidential Information includes, without
     limitation, the following aspects of the Business:

     1.1.11.1 all unpatented inventions;

     1.1.11.2 all customer and supplier lists for the Business;

     1.1.11.3 all unpublished studies and date, prototypes, drawings, design
     and construction specifications and production, operating and quality
     control manuals used in the Business;

     1.1.11.4 all marketing strategies and business plans;

     1.1.11.5 all current or proposed business opportunities; and

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     1.1.11.6 all documents, materials and media embodying other items of
     Confidential Information.

     1.1.12 "Copyrights" means all copyrights that the Company now or hereafter
     owns. Copyrights include:

     1.1.12.1 all registrations and applications that have been or shall be
     made or filed in the Canadian Copyright Office or any similar office in
     any country and all records thereof and all reissues, extensions or
     renewals thereof; and

     1.1.12.2 all other rights in the above.

     1.1.13 "Contracts" means the universality consisting of all the right,
     title and interest of the Company from time to time in and to all present
     and future agreements, contracts, leases, undertakings, options, licenses,
     permits or other documents and instruments to which the Company is or may
     become a party or to the benefit of which the Company is or may become
     entitled and the benefit of all covenants, obligations, agreements,
     representations, warranties and undertakings in favour of the Company
     relating to any part of the Collateral and all extensions, amendments,
     renewals or substitutions thereof or therefor which may hereafter be
     effected or entered into and all benefits of the Company to be derived
     therefrom;

     1.1.14 "Credit Agreement" means the Credit Agreement dated on or about the
     ninth (9th) day of June, two thousand three (2003) between the Company and
     Westcon Group North America, Inc., as borrowers, Westcon Group, Inc., as
     obligor, the American Lenders and the Canadian Lenders thereunder from
     time to time, General Electric Capital Corporation, as American Collateral
     Agent, and the Canadian Collateral Agent, among others, as the said
     agreement may be amended, restated, supplemented or otherwise modified
     from time to time.

     1.1.15 "Debentureholder" means a person entered as a holder of Debentures
     in the register maintained for that purpose by the Agent.

     1.1.16 "Debentures" means the debentures which have been or may be issued
     hereunder.


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     1.1.17 "Deed", "herein", "hereby", "hereof", "hereunder" and similar
     expressions refer to this deed of hypothec and include any and every deed
     of hypothec, application for registration ("requisition d'inscription") or
     other instrument of charge which is supplementary or ancillary hereto or
     in implementation hereof, and "charge hereof" and similar expressions mean
     the security constituted hereby or by any such instrument.

     1.1.18 "Designs" means all industrial designs, design patents and other
     designs that the Company now or hereafter owns. Designs include:

     1.1.18.1 all registrations and applications that have been or shall be
     made or filed in the Canadian Industrial Design Office or any similar
     office in any country and all records thereof and all reissues, extensions
     or renewals thereof; and

     1.1.18.2 all other rights in the above.

     1.1.19 "Equipment" means the universality of all present and future
     equipment and machinery, of whatever kind and wherever situate, including,
     without limitation, all machinery, equipment, tools, apparatus, furniture,
     fixtures, and vehicles of whatsoever nature or kind, and all parts,
     additions, replacements, substitutions and accessions thereto or therefor.

     1.1.20 "Event of Default" means any failure by the Company (a) to pay the
     Debentures when due or to comply with any of its obligations under this
     Deed, or (b) the occurrence of an Event of Default or an Incipient Default
     (as such terms are defined in the Credit Agreement).

     1.1.21 "Intellectual Property" means all Confidential Information,
     Copyrights, Designs, Licence Agreements, Patents, Software, Topographies
     of Integrated Circuits and Trade-marks.

     1.1.22 "Intercompany Collateral" means any and all hypothecs and other
     security interests in all movable property including, without limitation,
     all Equipment, Inventory, Claims, investment property, incorporeal
     property and Proceeds securing the payment and performance by any Borrower
     or any Subsidiary of the Company or of any Borrower (direct or indirect)
     of their respective obligations,

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     liabilities and indebtedness of every kind, nature and description owing
     by any Borrower or any Subsidiary of the Company or of any Borrower
     (direct or indirect) to the Company, however evidenced, whether as
     principal, surety, endorser, guarantor or otherwise, whether now existing
     or hereafter arising, whether direct or indirect, absolute or contingent,
     joint or several, due or not due, primary or secondary, liquidated or
     unliquidated.

     1.1.23 "Inventory" means the universality of inventory, both present and
     future, including, without limitation, all raw materials, work in progress
     or materials used or consumed in the business and all other goods, and all
     products and by-products thereof or derived therefrom, manufactured,
     produced or purchased for sale, lease or resale, or procured for such
     manufacture, production, sale, lease or resale and all goods, wares and
     merchandise used in or procured for the packing or shipping of any of the
     foregoing, and all the goods, wares and merchandise and all products and
     by-products thereof or derived therefrom, so manufactured, produced or
     purchased for sale, lease or resale.

     1.1.24 "Licence Agreements" means the Licensor Licence Agreements and the
     Licensee Licence Agreements.

     1.1.25 "Licensee Licence Agreements" means all agreements pursuant to
     which the Company has obtained rights or an option to acquire rights to
     use any copyright, patent, trade-mark, industrial design, confidential
     information or other intellectual or industrial property owned by a
     Person.

     1.1.26 "Licensor Licence Agreements" means all agreements pursuant to
     which the Company has granted to a Person rights or an option to acquire
     rights to use any Copyright, Patent, Trade-mark, Design, Confidential
     Information or other intellectual or industrial property owned by the
     Company or licensed to the Company.

     1.1.27 "Liens" has the meaning ascribed thereto in the Credit Agreement.

     1.1.28 "Loan Documents" has the meaning ascribed thereto in the Credit
     Agreement.
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     1.1.29 "Patents" means all patents, letters patent of invention and all
     applications for patents, letters patent, renewals, reissues, extensions,
     divisions, continuations and continuations-in-part thereof which the
     Company now or hereafter owns. Patents include:

     1.1.29.1 all registrations and applications that have been or shall be
     made or filed in the Canadian Patent Office or any similar office in any
     country and all records thereof and all reissues, extensions or renewals
     thereof; and

     1.1.29.2 all other rights in the above.

     1.1.29.3 "Permitted Liens" has the meaning ascribed thereto in the Credit
     Agreement.

     1.1.30 "Person" includes an individual, corporation, legal person,
     partnership, joint venture, trust, unincorporated organization, the Crown
     or any agency or instrumentality thereof or any other entity recognized by
     law other than the Company and the Agent.

     1.1.31 "Proceeds" means identifiable or traceable movable property in any
     form derived directly or indirectly from any dealing with the Collateral
     or the proceeds therefrom, including any payment or right to a payment or
     insurance representing an indemnity or compensation for loss of or damage
     to the Collateral or any part thereof or proceeds therefrom.

     1.1.32 "Records" means the universality of all present and future deeds,
     documents, books, manuals, papers, letters, invoices, writings and data
     (electronic or otherwise) recording, evidencing or relating to the
     Collateral or any part thereof, including all copies and representations
     of the Intellectual Property in any form now known or in the future
     developed or discovered including, without limitation, those on paper,
     magnetic and optical media, and all working papers, notes, charts,
     drawings, materials and diagrams created in the process of developing the
     Intellectual Property.

     1.1.33 "Securities" means the universality consisting of all the right,
     title and interest of the Company from time to time in and to all shares,
     limited partnership units, trust units, stock, warrants, bonds,
     debentures, debenture stock and other
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     security in which the Company now or hereafter has an interest, and any
     part thereof.

     1.1.34 "Software" means all computer programs and databases and portions
     of each of the foregoing owned by the Company in whatever form and on
     whatever medium those programs or databases are expressed, fixed, embodied
     or stored from time to time, and the copyright therein. Software includes
     both the object code and source code versions of each such program and
     portions thereof and all corrections, updates, enhancements, translations,
     modifications, adaptations and new versions thereof together with both the
     media upon or in which such programs, databases and portions thereof are
     expressed, fixed, embodied or stored (such as disks, diskettes, tapes and
     semiconductor chips) and all flow charts, manuals, instructions,
     documentation and other material relating thereto.

     1.1.35 "Title Documents" means warehouse receipts and similar documents of
     title relating to Inventory.

     1.1.36 "Topographies of Integrated Circuits" means all topographies of
     integrated circuits that the Company now or hereafter owns. Topographies
     of Integrated Circuits include:

     1.1.36.1 all registrations and applications that have been or shall be
     made or filed in the register maintained under Section 15 of the
     Integrated Circuit Topography Act (Canada) or any similar register or
     office in any country and all records thereof and all reissues, extensions
     or renewals thereof; and

     1.1.36.2 all other rights in the above.

     1.1.37 "Trade-marks" means all trade-marks that the Company now or
     hereafter owns. Trade-marks include:

     1.1.37.1 trade-marks, both registered and unregistered;

     1.1.37.2 designs, logos, indicia, trade-names, corporate names, company
     names, business names, trade styles and other source or business
     identifiers;

     1.1.37.3 fictitious characters;
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     1.1.37.4 prints and labels on which any of the foregoing have appeared or
     appear or shall appear;

     1.1.37.5 all registrations and applications that have been or shall be
     made or filed in the Canadian Trade-marks Office or any similar office in
     any country and all records thereof and all reissues, extensions, or
     renewals thereof; and

     1.1.37.6 all goodwill associated with or symbolized by any of the above
     and all common law and other rights in the above.

1.2 Reference herein to amounts of money or to currency shall mean lawful money
of Canada.

1.3 Words importing the singular number only shall include the plural and vice
versa and words importing the masculine gender shall include the feminine
gender and words importing persons shall include firms, associations and
corporations and vice versa where the context so requires.

2.   ISSUE OF DEBENTURES

2.1 The Debentures which may be issued and outstanding under this Deed are
limited to a principal amount of TWENTY MILLION DOLLARS (CDN.$20,000,000), in
lawful money of Canada, and may be created and issued as the director(s) of the
Company may determine.

2.2 The Debentures shall be substantially in the form set out in Schedule "B"
of this Deed.

2.3 The Debentures shall bear the date of their issue and shall be payable at
the place indicated therein or at any other place subsequently designated by
the Agent. The Debentures shall bear interest from the date of their issuance,
both before and after maturity, at the rate of twenty-five percent (25%) per
annum. The principal and interest of the Debentures shall be payable on demand,
with interest on overdue interest at the aforementioned rate.

2.4 The Debentures may be signed by any officer or director of the Company or
any other person designated by the director(s) of the Company.

2.5 The execution of the Debentures by the Company shall constitute conclusive
evidence that the Debentures have been issued hereunder but shall not be
construed as a representation or warranty by the
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Agent as to the validity of this Deed, the security constituted hereby or the
Debentures, and the Agent shall in no way be liable for the use made of the
Debentures or the proceeds thereof. So long as Debentures are outstanding, the
Company shall not issue additional Debentures without the Agent's prior written
consent.

2.6 The Debentures may be hypothecated, pledged or assigned by the Company as
security for any indebtedness or any other obligations, direct or indirect,
present or future, of the Company or any other Person, or may be sold or
otherwise alienated. In the event of such hypothec, pledge or assignment, the
extinction of the underlying indebtedness or obligation shall not constitute
payment of the Debentures.

2.7 All Debentures shall benefit equally and rateably from the security
constituted hereunder.

2.8 The Agent shall cause to be kept at its office located at its address
indicated on the first page of this Deed (or at such other address as the Agent
may indicate in a notice to the Debentureholders) a register in which shall be
entered the name and address of each of the Debentureholders. No transfer of
Debentures shall be valid unless made on such register and upon compliance with
such reasonable requirements as the Agent may prescribe. The registered holder
of a Debenture shall be deemed to be the owner thereof for all purposes of this
Deed.

Upon request from a Debentureholder and subject to such reasonable requirements
as the Agent may prescribe, including an appropriate indemnity by such
Debentureholder to the Agent and the Company, the Company shall issue and
deliver a new Debenture certificate in place of a Debenture certificate
requiring replacement by reason of such certificate having been lost, mutilated
or destroyed or for any other reason.

3.   CHARGING PROVISIONS

3.1 As continuing security for the due payment of the Debentures and the due
payment and performance of all present and future obligations of the Company
under this Deed, the Company does hereby hypothecate the Collateral in favour
of the Agent in its capacity as "fonde de pouvoir" of the present and future
Debentureholders for the sum of TWENTY MILLION DOLLARS (CDN.$20,000,000), in
lawful money of Canada, together with interest thereon at the rate of
twenty-five percent (25%) per annum from the date hereof.

3.2 The Company shall not alienate, hypothecate, dispose of or permit any
encumbrance or charge on the Collateral or any part thereof,
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without the Agent's prior written consent except as permitted under the Credit
Agreement.

3.3 The hypothec hereby made and created is continuing security and shall have
effect and subsist whether or not the moneys thereby secured or any part
thereof shall be advanced before or after or upon the date of execution or
registration hereof. The hypothec created herein will subsist notwithstanding
any fluctuation or repayment of the obligations hereby secured. The Company
shall be deemed to obligate itself again, as provided in Article 2797 of the
Civil Code, with respect to any future obligation hereby secured.

3.4 The Company shall be responsible for any taxes which may be a component of
the Claims or which have been levied or charged in respect of the underlying
goods or services which gave rise to such Claims and shall immediately
reimburse the Agent for any such taxes which the Agent is required to pay or to
remit to a taxation authority.

3.5 If any of the Collateral may not be assigned, subleased, charged or
encumbered without the leave, license, consent or approval of the applicable
counterparty, a governmental authority or any other person, the hypothec
created hereby on any such property shall be under the suspensive condition of
obtaining such leave, license, consent or approval.

4.   PROVISIONS APPLICABLE TO CLAIMS AND SECURITIES

4.1  The Agent authorizes the Company to collect when due the capital falling
due of, and any revenues of, any of the Claims until the Agent shall have given
the Company a notice withdrawing such authorization, whereupon the Agent shall
immediately have the right to collect all such capital and revenues. This
notice of withdrawal may be given and/or registered or published in respect of
all or any part or parts of the Claims at any time after the occurrence of an
Event of Default.

4.2  The Company waives any obligation the Agent may have to inform the Company
of any irregularity in the payment of any sums exigible on any Claims or
rights.

4.3  The Company shall from time to time on request of the Agent deliver to the
Agent, or permit the Agent or its officers, mandataries or agents access to its
premises for the purpose of examining and making copies of, all books and
accounts, letters, invoices, papers, agreements, negotiable instruments,
documents of title, hypothecs and other documents in any way evidencing or
relating to all or any of the Claims forming part of
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the Collateral and shall otherwise assist the Agent and furnish the Agent with
all information which may assist the Agent in the collection thereof.

4.4  Until the occurrence of an Event of Default and subject to the terms of
this Deed and the Credit Agreement, the Company is entitled to receive
dividends or other distributions, vote the Securities and give consents,
waivers and ratifications in respect thereof, provided however, that no such
action shall be taken which would impair the effectiveness of the hypothec
created hereby or the value of the Securities or which would be inconsistent
with or violate the provisions of this Deed or any other Loan Document.

4.5  Upon the occurrence of an Event of Default the Agent may elect by written
notice to the Company and to an officer of the issuer of the Securities, that
all or part of the rights of the Company in the Securities including, without
limitation, the right to vote, give consents, waivers or ratifications and take
other actions and receive dividends or other distributions, shall cease, and
upon such election all such rights shall become vested in the Agent or as it
may direct.

5.   DEFAULTS AND RECOURSES

5.1 The Company shall be in default hereunder upon the occurrence of an Event
of Default.

5.2  Upon the occurrence of an Event of Default, the Agent shall be entitled to
exercise any and all recourses available to the Agent under applicable law and
may realize on the hypothec created hereunder, including enforcing the
hypothecary rights provided in the Civil Code. The Agent shall only be required
to exercise reasonable care in the exercise of its rights or recourses and, in
any event, shall only be liable for its intentional or gross fault.

5.3  The Company shall be in default, within the meaning of Article 1594 of the
Civil Code, by the mere lapse of time for fulfilling obligations hereunder,
without the necessity of any notice or demand.

5.4  Upon the occurrence of an Event of Default, the Company agrees to assemble
the Collateral and make such Collateral available to the Agent at a place where
the Agent shall reasonably select, whether at the premises of the Company or
elsewhere.

6.   RIGHTS OF THE AGENT

6.1  The Company hereby constitutes and appoints the Agent as its irrevocable
mandatary, with full power of substitution, in order to
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perform upon the occurrence of an Event of Default any act and sign any
document necessary or useful to the exercise of the rights and recourses
conferred upon the Agent hereunder. In the event the Agent delegates to another
Person the exercise of its rights or recourses arising from this Deed, the
Agent may provide that Person with any information it may have concerning the
Company or the Collateral.

6.2  Without limiting the generality of Section 6.1 above, the Company agrees
that the Agent may, during the enforcement of the security created hereunder,
but is not obliged to:

     6.2.1 cease or continue the use or operation of the Collateral, including,
     without limiting the generality of the foregoing:

     6.2.1.1 sign any lease, service contract, management contract, renew,
     cancel or resiliate them and execute any deed on behalf of the Company;

     6.2.1.2 maintain, repair or renovate the Collateral, undertake or complete
     all construction work at the expense of the Company;

     6.2.1.3 pay on behalf of the Company any third person having claims
     against the Collateral;

     6.2.2 dispose of any of the Collateral likely to perish or to rapidly
     depreciate or decrease in value;

     6.2.3 fulfil any of the undertakings of the Company relating to the
     Collateral;

     6.2.4 use, administer and exercise any right pertaining to the Collateral;

     6.2.5 use the premises where the Collateral is located; and/or

     6.2.6 exercise any right attached to the shares or other securities
     included in the Collateral, including any right to vote and any right to
     conversion or redemption.

6.3 The Agent may, at any time, but is not obliged to, cause itself to be
registered as the holder of the Securities.
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6.4  If, at any time, the Agent has possession of the Collateral, it shall have
no obligation to maintain the use for which the Collateral is normally
intended, to make it productive nor to continue its use or operation. The Agent
shall not be bound to make an inventory, to take out insurance or to furnish
any other security. Where the Collateral is in the possession of the Agent, the
Company shall be deemed to have surrendered such Collateral, if, within the
delays granted by law or by a tribunal to surrender the Collateral, the Agent
has not received written notice from the Company to the effect that it is
opposed to the exercise of the hypothecary recourse set forth in the prior
notice.

6.5  In the event of a waiver by the Agent of its recourses, hypothec or other
rights against the Collateral, the Agent may, in its discretion, if the
Collateral has been surrendered to it, return the remaining Collateral to the
Company, without any warranty or representation, express, tacit or implied, on
the part of the Agent, but without prejudice to the other rights and recourses
of the Agent or the Debentureholders.

6.6  In the event the Agent exercises its hypothecary recourse of taking in
payment and the Company requires the Agent to sell the Collateral, the Company
acknowledges that the Agent shall not be disturbed in, or required to renounce
to or abandon, its recourse of taking in payment unless, before the expiration
of the time limit to surrender, the Agent (i) shall have received security,
which it deems satisfactory, to the effect that the sale will be made at a
price high enough for the Debentureholders and the Agent to be paid their debt
in full, (ii) shall have been reimbursed the costs incurred by it and (iii)
shall have been advanced all amounts necessary for the sale of the Collateral.

6.7  In the event that, during the enforcement of the security created
hereunder, the Agent sells the Collateral, the Agent will not be required to
obtain a prior appraisal from a third party.

6.8  The Company agrees that in the event of a public sale or other sale of the
Collateral, following the enforcement of the security created hereunder, the
Agent and any Debentureholder shall, to the extent permitted by law, have the
right to purchase the whole or any part of the Collateral so sold free of any
rights, including any right of redemption by the Company, which rights are
hereby waived and released by the Company.

6.9  While exercising its right to sell the Collateral, the Agent may choose to
sell the Collateral with legal warranty or with complete or partial exclusion
of such warranty.
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7.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY

7.1 The Company represents and warrants, and, so long as this Deed is in
effect, shall be deemed continuously to represent and warrant that:

     7.1.1 the Company is the owner of the Collateral free of all security
     interests or other encumbrances, except the Permitted Liens;

     7.1.2 the Company is authorized to enter into this Deed;

     7.1.3 any and all corporate names (including French versions thereof),
     trade names, division names, assumed names or other names under which the
     Company transacts any part of the Business are specified in Schedule "A"
     hereto; the locations where Collateral is stored or located are specified
     on Schedule "A" hereto; and the Company's records concerning the
     Collateral are kept at one of the addresses specified above;

     7.1.4 each Claim is genuine and enforceable in accordance with its terms
     against the party obligated to pay such claims ("Account Debtor"); and no
     Account Debtor has any defense, setoff, claim or counterclaim against the
     Company which can be asserted against any Canadian Lender or the Canadian
     Collateral Agent, whether in any proceeding to enforce the Collateral or
     otherwise;

     7.1.5 the amounts represented from time to time by the Company to the
     Canadian Collateral Agent as owing by each Account Debtor or by all
     Account Debtors will be and are the correct amounts actually and
     unconditionally owing by such Account Debtor or Debtors individually and
     in the aggregate, except for normal cash discounts where applicable;

     7.1.6 each instrument and each document constituting Collateral is genuine
     and in all respects what it purports to be;

     7.1.7 any Collateral which is Inventory is located at one of the addresses
     specified on Schedule "A" hereto; and
<PAGE>


                                  -16-


     7.1.8 all Inventory purchased by the Company is purchased free and clear
     of any and all Liens and other adverse claims other than unpaid suppliers'
     rights to repossess goods under Section 81.1 of the Bankruptcy and
     Insolvency Act (Canada) and such suppliers' substantially similar rights
     under the Civil Code of Quebec;

8.   COVENANTS

8.1  So long as this Deed is in effect, the Company:

     8.1.1 will defend the Collateral against the claims and demands of all
     other parties, including, without limitation, defenses, setoffs, claims
     and counterclaims asserted by any Account Debtor against the Company, any
     Canadian Lender or the Canadian Collateral Agent, except, as to Inventory,
     purchasers and lessees in the ordinary course of the Business; will keep
     the Collateral free from all security interests or other encumbrances,
     except for Permitted Liens; and will not sell, transfer, lease, assign,
     deliver or otherwise dispose of any Collateral or any interest therein
     without the prior written consent of the Canadian Collateral Agent, except
     that, until the occurrence of an Event of Default, the Company may sell or
     lease Inventory in the ordinary course of the Business;

     8.1.2 will send to the Canadian Collateral Agent financial statements and
     reporting regarding the Collateral in accordance with the terms of the
     Credit Agreement; will keep, in accordance with generally accepted
     accounting principles consistently applied, accurate and complete books
     and records, including, without limitation, records concerning the
     Collateral; at the Canadian Collateral Agent's request, will mark any and
     all such books and records to indicate the hypothec created hereby; will
     permit the Canadian Collateral Agent or its representatives or agents to
     inspect the Collateral and to audit and make extracts from or copies of
     such books and records and any of the Company's ledgers, reports,
     correspondence or other books and records; and will duly account to the
     Canadian Collateral Agent's satisfaction, at such time or times as the
     Canadian Collateral Agent may require, for any of the Collateral; with
     respect to any books and records which are situate in the province of
     Quebec, will keep a duplicate copy of its accounting records

<PAGE>


                                 -17-


     in electronic form at the offices of Westcon Group, Inc. located in
     Eastchester, New York; 8.1.3 will send to the Canadian Collateral Agent
     upon demand, all documents (duly endorsed to the Canadian Collateral
     Agent) constituting, representing or relating to the Collateral or any
     part thereof, and any schedules, invoices, shipping documents, delivery
     receipts, purchase orders, contracts or other documents representing or
     relating to the Collateral or any part thereof;

     8.1.4 will notify the Canadian Collateral Agent promptly in writing of any
     change in the Company's chief executive office or principal place of
     business, registered office according to its constating documents,
     domicile (within the meaning of the Civil Code of Quebec) or any
     warehouses or premises where the Collateral is stored or located, any
     change in the address at which records concerning the Collateral are kept
     and any change in the Company's name, identity or corporate or other
     structure or form or jurisdiction of organization;

     8.1.5 will not, without the Canadian Collateral Agent's written consent,
     make or agree to make any alteration, modification or cancellation of, or
     substitution for, or credits, adjustments or allowances on Claims; will
     send to the Canadian Collateral Agent, on request, all credit and other
     information respecting the financial condition of any Account Debtor; and
     will notify the Canadian Collateral Agent promptly of any default by any
     Account Debtor in payment or other performance of obligations with respect
     to any Collateral;

     8.1.6 will keep the Collateral in good condition and repair; and will not
     use the Collateral in violation of any provisions of this Deed, of any
     applicable statute, regulation or ordinance or of any policy insuring the
     Collateral;

     8.1.7 will pay all taxes, assessments and other charges of every nature
     which may be imposed, levied or assessed against the Company or any of the
     Company's assets, prior to the date of attachment of any penalties or
     liens with respect thereto (other than liens attaching prior to payment
     becoming due, if payment is made when due);
<PAGE>


                                     -18-


     8.1.8 will insure the Collateral against risks, in coverage, form and
     amount, and by insurer, in accordance with the provisions of the Credit
     Agreement and otherwise satisfactory to the Canadian Collateral Agent, and
     will cause each policy to be payable to the Canadian Collateral Agent as a
     named insured or loss payee, as its interest may appear, and deliver each
     policy or certificate of insurance, as the case may be, to the Canadian
     Collateral Agent;

     8.1.9 will prevent the Collateral or any part thereof from being or
     becoming an accession to other goods not covered by this Deed;

     8.1.10 in connection herewith, will authorize or otherwise execute and
     deliver to the Canadian Collateral Agent such deeds of hypothec,
     applications, financing statements, assignments and other documents and do
     such other things relating to the Collateral and the hypothec as the
     Canadian Collateral Agent may reasonably request, including, without
     limitation, taking such steps as the Canadian Collateral Agent may
     reasonably request for the Canadian Collateral Agent (i) to obtain an
     acknowledgment, in form and substance reasonably satisfactory to the
     Canadian Collateral Agent, of any third party having possession of any of
     the Collateral, stating that the third party holds possession of such
     Collateral on behalf of the Canadian Collateral Agent, (ii) to obtain
     "control" of any investment property, deposit accounts or letter-of-credit
     rights, with any agreements establishing control to be in form and
     substance satisfactory to the Canadian Collateral Agent and (iii)
     otherwise to ensure the continued opposability, perfection and priority of
     the Canadian Collateral Agent's security interest in any of the Collateral
     and of the preservation of its rights therein and pay all costs of title
     searches and filing or publishing applications, financing statements (or
     applicable similar instruments) and other documents in all public offices
     requested by the Canadian Collateral Agent; and pay all costs of title
     searches and filing financing statements, assignments and other documents
     in all public offices requested by the Canadian Collateral Agent; and will
     not, without the prior written consent of the Canadian Collateral Agent,
     file or authorize or permit to be filed or published in any public office
     any application, financing statement (or applicable similar instruments)
     naming the Company as
<PAGE>


                                     -19-


     debtor and not naming the Canadian Collateral Agent as secured party,
     other than Permitted Liens.

     8.1.11 will not place the Collateral in any warehouse which may issue a
     negotiable document with respect thereto;

     8.1.12 will not place the Collateral with any third party who has not
     previously (i) acknowledged the Canadian Collateral Agent's security
     interest in such Collateral and (ii) provided an authenticated record, in
     form and substance satisfactory to the Canadian Collateral Agent,
     acknowledging that such third party holds possession of the collateral for
     the benefit of the Canadian Collateral Agent;

     8.1.13 will cooperate with the Canadian Collateral Agent in obtaining
     control of collateral consisting of Claims including, but not limited to,
     entering into one or more control agreements or assignments, as the
     Canadian Collateral Agent may request;

     8.1.14 the Company will not sell, lease, transfer or otherwise dispose of
     any of the Collateral, or attempt or contract to do so except as permitted
     by the Credit Agreement;

     8.1.15 in any suit, proceeding or action brought by the Canadian
     Collateral Agent or any Lender relating to any Collateral for any sum
     owing with respect thereto or to enforce any rights or claims with respect
     thereto, the Company will save, indemnify and keep the Canadian Collateral
     Agent and the Canadian Lenders harmless from and against all expense
     (including reasonable legal fees and expenses), loss or damage suffered by
     reason of any defence, set-off, counterclaim, recoupment or reduction of
     liability whatsoever of the Account Debtor or other Person obligated on
     the Collateral, arising out of a breach by the Company of any obligation
     thereunder or arising out of any other agreement, indebtedness or
     liability at any time owing to, or in favour of, such obligor or its
     successors from the Company, except in the case of the Canadian Collateral
     Agent or any Canadian Lender, to the extent such expense, loss, or damage
     is attributable solely to the gross negligence or wilful misconduct of the
     Canadian Collateral Agent or such Canadian Lender as finally determined by
     a court of competent jurisdiction. All such obligations of the Company
<PAGE>


                                     -20-


     shall be and remain enforceable against and only against the Company and
     shall not be enforceable against the Canadian Collateral Agent or any
     Canadian Lender;

     8.1.16 the Company will advise the Canadian Collateral Agent promptly, in
     reasonable detail, (i) of any Lien (other than Permitted Liens) or claim
     made or asserted against any of the Collateral, and (ii) of the occurrence
     of any other event which would have a material adverse effect on the
     aggregate value of the Collateral or on the Liens created hereunder or
     under any other Loan Document; and

     8.1.17 without limiting any of the Company's other obligations under any
     other Loan Document, and for greater certainty, the Company agrees to pay
     and remit to the Canada Customs and Revenue Agency and any other
     applicable Governmental Authority when due all Canadian withholding taxes
     exigible in respect of any transfers from the Blocked Accounts (or any
     other accounts pledged in favour of the Canadian Collateral Agent) to any
     Canadian Collection Account. Upon request from the Canadian Collateral
     Agent, the Company shall provide to the Canadian Collateral Agent the
     original or a certified copy of a receipt evidencing such payment or, if
     such taxes are not exigible on any such transfer, a reasonably detailed
     explanation (with reference to the type of intercompany transaction to
     which the transfer/payment relates) therefor.

8.2  Verification of Collateral. To the extent not inconsistent with the Credit
Agreement, the Canadian Collateral Agent shall have the right to verify all or
any Collateral in any manner and through any medium the Canadian Collateral
Agent may consider appropriate, and the Company agrees to furnish all
assistance and information and perform any acts which the Canadian Collateral
Agent may require in connection therewith and to pay all of the Canadian
Collateral Agent's costs therefor.

8.3  Power of Attorney. The Company appoints any officer or director of the
Agent to be its irrevocable mandatary in accordance with the Civil Code with
full power of substitution and to do on the Company's behalf anything that the
Company can lawfully do by a mandatary to preserve and protect the Collateral
and to carry out the Company's obligations under this Deed. This mandate is
irrevocable until the release or discharge of the security created under this
Deed but shall not be exercised by the Agent unless an Event of Default has
occurred and is continuing.
<PAGE>


                                     -21-


9.   ASSIGNMENT OF INTELLECTUAL PROPERTY

     Upon receiving written demand from the Agent after an Event of Default has
occurred and is continuing, the Company shall assign or license the
Intellectual Property to whomever the Agent directs, including to the Agent.
The Company appoints any officer or director of the Agent to be its mandatary
in accordance with the Civil Code with full power of substitution and to do on
the Company's behalf anything that is required to so assign, license or
transfer, and to record any assignment, license or transfer of, the
Intellectual Property. This mandate is irrevocable until the release or
discharge of the security created under this Deed.

10.  LICENCE AGREEMENTS

10.1 The Company Remains Liable. Notwithstanding any other provision in this
Deed and the other Loan Documents, the Company shall remain liable under all
Licence Agreements. The Company shall perform all of its duties and obligations
thereunder just as if this Deed had not been executed. The Company shall not be
released from any of its duties or obligations under the Licence Agreements by
the exercise of any rights by the Agent. The Agent shall not have any
obligation or liability under the Licence Agreements by reason of this Deed,
nor shall the Agent be obliged to perform any of the obligations or duties of
the Company thereunder or to take any action to collect or enforce any claim
for payment assigned or hypothecated hereunder. The rights and powers conferred
on the Agent hereunder are solely to protect its interest in the Collateral and
shall not impose any duty upon it to exercise any such powers.

11.  THE AGENT

11.1 The Agent shall hold the hypothec granted pursuant to this Deed for the
benefit of the Debentureholders and shall act as their agent in the exercise of
the rights conferred hereunder. The Agent shall be considered a "fonde de
pouvoir" of the Debentureholders within the meaning of Article 2692 of the
Civil Code. The Agent may perform any act necessary to the performance of its
duties.

11.2 Any person who becomes a Debentureholder shall benefit from the provisions
hereof and the appointment of the Agent as agent for the Debentureholders and,
upon becoming a Debentureholder, irrevocably authorizes the Agent to perform
such functions. Each Debentureholder, by its acceptance thereof (a)
acknowledges that the first issue of a Debenture has been or may be purchased
from the Company by the Agent, by underwriting, purchase, subscription or
otherwise and (b) waives any right it may have under Section 32 of the Act
respecting the special powers of legal persons.
<PAGE>


                                     -22-


11.3 No Debentureholder may exercise individually any rights conferred on the
Agent (unless the Agent is also the sole Debentureholder).

11.4 The Agent shall have the right to proceed in its name as Agent hereunder
in the enforcement of the security hereby constituted by any remedy provided by
law. The Agent may, before exercising any remedy, require the Debentureholders
to deposit the Debentures with the Agent, for which Debentures the Agent shall
issue a receipt. The obligation of the Agent to exercise any remedy shall be
conditional upon the Debentureholders furnishing the Agent, when required in
writing by the latter, sufficient funds for such purpose and an indemnity which
the Agent considers reasonable to cover the Agent against any costs, expenses,
borrowings, advances and fees of the Agent and against all liability which the
Agent may incur.

11.5 No person dealing with the Agent or its agents need inquire whether the
security hereby constituted has become enforceable or whether the powers which
the Agent is purporting to exercise have become exercisable.

11.6 The Agent is only required to exercise reasonable care in the exercise of
its rights and the performance of its obligations and, in any event, is only
liable for its intentional fault or gross negligence.

11.7 The Agent may delegate the exercise of its rights or the performance of
its obligations hereunder to another person including a Debentureholder. In
that event, the Agent may furnish that person with any information it may have
concerning the Company or the Collateral. The Agent shall not be responsible
for damages resulting from such delegation or from any fault committed by such
delegate.

11.8 The rights of the Agent hereunder shall benefit any successor of the
Agent, including any person resulting from the amalgamation of the Agent with
any other person.

11.9 The Agent shall be under no duty to take any discretionary action
permitted to be taken by it hereunder or pursuant to applicable law.

11.10 The Agent may exercise all of its rights hereunder without possession of
the Debentures and without having to produce same in support of any judicial
proceeding or trial in connection therewith.

11.11 The Agent may at any time resign hereunder upon not less than thirty (30)
days notice in writing to the Company and to the Debentureholders or upon such
shorter notice as the Debentureholders may accept; the Debentureholders may
then appoint a new agent. The
<PAGE>


                                     -23-


Debentureholders may also remove the Agent and appoint a new agent in its place
and stead, upon not less than thirty (30) day notice in writing to the Agent
and to the Company. Such new agent, without further act, shall be vested with
and have the rights and powers granted to the Agent hereunder and shall be
subject in all respects to the conditions and provisions hereof.

12.  SCHEDULES

12.1 The following is Schedule "A" referred to in this Deed:

     LOCATIONS WHERE COLLATERAL IS LOCATED

     -    1400 - 55th Street, City of Montreal, Borough of Lachine, Province of
          Quebec, H8T 3J8

     -    2950 Skymark Avenue, Mississauga, Ontario, L4W 4L5

     OTHER NAMES UNDER WHICH THE COMPANY TRANSACTS BUSINESS

     Nil

12.2 The following is Schedule "B" referred to in this Deed:

                                   DEBENTURE

CANADA                                                        No.: 1
PROVINCE OF QUEBEC Cdn.                                       $20,000,000


     WESTCON CANADA SYSTEMS (WCSI) INC./LES SYSTEMES WESTCON CANADA (WCSI)
INC., a body corporate duly incorporated under the laws of Canada, having its
head office at the City of Montreal, Borough of Lachine, Province of Quebec
(hereinafter called the "Company"), for value received, promises to pay, on
demand, but subject to the terms and conditions set out in the Credit Agreement
(as defined in the Deed of Hypothec hereinafter mentioned), to General Electric
Capital Canada Inc. in its capacity as Canadian Collateral Agent for the
Canadian Lenders (as defined in the Deed of Hypothec hereinafter mentioned) and
for itself as Canadian Collateral Agent (the "Agent") or to its order, at its
office located at 11 King Street West, in the City of Toronto, Province of
Ontario, M5H 4C7, the sum of TWENTY MILLION DOLLARS (Cdn.$20,000,000) in lawful
money of Canada, with interest thereon from the date hereof at the rate of
TWENTY-FIVE per cent (25%) per annum, both before and after maturity, with
interest on overdue interest at the same rate.
<PAGE>


                                     -24-


     This Debenture is issued under and secured by a Deed of Hypothec (the
"Deed of Hypothec") bearing the date of June 12, 2003 executed by the Company
in favour of the Agent as fonde de pouvoir for the Debentureholders, and this
Debenture is subject to, and its holder is bound by, the provisions of the Deed
of Hypothec.

     This Debenture may be transferred by its holder upon compliance with the
provisions of the Deed of Hypothec.

     IN WITNESS WHEREOF the Company has caused this Debenture to be signed by
its undersigned representative(s) and to be dated the 12th day of June, 2003.


                                                 WESTCON CANADA SYSTEMS (WCSI)
                                                 INC./LES SYSTEMES
                                                 WESTCON CANADA (WCSI) INC.


                                           Per:  /s/ Lynn Smurthwaite-Murphy
                                                 ---------------------------
                                                 Name:  Lynn Smurthwaite-Murphy
                                                 Title: Director


13.  GENERAL PROVISIONS

13.1 This Deed shall not operate as a novation of the obligations of the
Company and, subject to the terms of the Pledge of Debenture dated on or about
June 12, 2003 between the Company and the Agent and the Canadian Lenders, the
rights and recourses of the Agent hereunder are in addition to and not in
substitution for and are without prejudice to any other rights, recourses or
security held by or available from time to time to the Agent or the
Debentureholders in respect of the obligations of the Company.

13.2 The Agent may grant extensions of time, take and give up security, accept
compromises, grant releases and discharges and otherwise deal with the Company,
with other parties and with the Collateral as it may see fit without prejudice
to the liability of the Company or the rights of the Agent and Debentureholders
in respect of the security hereby constituted.

13.3 Each provision of this Deed shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Deed
shall be prohibited by or invalid under any applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Deed.
<PAGE>


                                     -25-


13.4 In the event of inconsistency or contradiction between the provisions of
this Deed and those of the Credit Agreement, the provisions of the Credit
Agreement shall prevail except that the provisions hereof shall prevail insofar
as they relate to the creation and enforcement of the hypothec created hereby.
More particularly, to the extent that any representation, covenant or other
provision contained in this Deed is at any time inconsistent with or covers
substantially the same subject matter as any term, condition, representation,
covenant or other provision contained in the Credit Agreement, the relevant
representation, covenant or other provision of the Credit Agreement shall
prevail over and shall override those contained in this Deed to the extent of
such conflict or inconsistency, provided, however, the fact that one agreement
addresses a subject matter that is not addressed in the other agreement shall
not be deemed to be a conflict or inconsistency.

13.5 This Deed shall be governed by and construed in accordance with the laws
of the Province of Quebec and the federal laws of Canada applicable therein.

13.6 The parties hereto confirm that they have requested that this Deed and all
related documents be drafted in English. Les parties aux presentes ont exige
que le present acte et tous les documents connexes soient rediges en anglais.

WHEREOF ACTE:

DONE AND PASSED at the City of Montreal, Province of Quebec, this Sixth (6th)
day of June, two thousand three (2003) and of record in the office of the
undersigned Notary under minute number.

AND, after the Company and the Agent had declared that they had taken
cognizance of these presents and had exempted the said Notary from reading
them, or causing them to be read, the said duly authorized representatives of
the Company and the Agent have signed these presents in the presence of the
said Notary who has also signed.

                                           WESTCON CANADA SYSTEMS (WCSI)
                                           INC./LES SYSTEMES
                                           WESTCON CANADA (WCSI) INC.


                                    Per:   /s/ Lynn Smurthwaite-Murphy
                                           -------------------------------------
                                           Name:    Lynn Smurthwaite-Murphy
                                           Title:   Director
<PAGE>


                                     -26-


                                           GENERAL ELECTRIC CAPITAL CANADA INC.


                                    Per:   /S/ Constantine Troulis
                                           -------------------------------------
                                           Name:    Constantine Troulis
                                           Title:   Authorized Representative



                                           /s/ STEPHANIE MARTEL
                                           -------------------------------------
                                           STEPHANIE MARTEL, NOTARY