Exhibit 10.16


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                           GENERAL SECURITY AGREEMENT


                                       by


                 WESTCON CANADA SYSTEMS (WCSI) INC., the Debtor


                                  in favour of


                      GENERAL ELECTRIC CAPITAL CANADA INC.,
                          as Canadian Collateral Agent


                               DATED June 12, 2003

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          THIS GENERAL SECURITY AGREEMENT (as amended, supplemented, restated or
otherwise modified from time to time, this "Security Agreement" or this
"Agreement") is made as of June 12, 2003 by WESTCON CANADA SYSTEMS (WCSI) INC.,
a Canada corporation, with its principal place of business at 2950 Skymark
Avenue, Mississauga, Ontario, L4W 4L5 ("Debtor") in favour of GENERAL ELECTRIC
CAPITAL CANADA INC., a Canada corporation, with a place of business at 11 King
Street West, Suite 1500, Toronto, Ontario, M5H 4C7, in its capacity as Canadian
Collateral Agent for the Canadian Lenders and for itself as Canadian Collateral
Agent (as defined in the Credit Agreement hereinafter defined) (together with
its successors in such capacity, the "Canadian Collateral Agent").


                                   WITNESSETH

          WHEREAS, Westcon Group, Inc., Westcon Group North America, Inc., the
Debtor, Canadian Collateral Agent, American Collateral Agent and Lenders, among
others, are parties to a Credit Agreement dated the date hereof (as amended,
supplemented, restated or otherwise modified from time to time, the "Credit
Agreement").

          WHEREAS, Debtor is entering into this Security Agreement in order to
secure all of the Indebtedness (as hereinafter defined).


                                    AGREEMENT

          NOW, THEREFORE, in consideration of the premises above and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

1.   Definitions. All capitalized terms used hereinabove or in this Security
     Agreement which are not otherwise defined herein shall have the meanings
     assigned to them in the Credit Agreement.

2.   Security Interest.

     (a)  Debtor hereby grants to the Canadian Collateral Agent, for the benefit
          of the Canadian Lenders and for its benefit as Canadian Collateral
          Agent, a continuing security interest ("Security Interest") in all
          right, title and interest of Debtor in all of its personal property,
          including, without limitation, all of the following types of personal
          property, in each instance wherever located and whether now owned or
          hereafter acquired or existing, and in all Proceeds and products
          thereof in any form:

          (i)  all of its Goods (including, without limitation, Inventory,
               Equipment, fixtures (whether or not affixed to realty) and all
               parts, additions, replacements, substitutions and accessions
               thereto or therefor, in all supporting obligations thereof and in
               all documents and other records therefor;

          (ii) all of its Accounts, deposit accounts, documents, Instruments
               (including, without limitation, promissory notes), investment
               property, letter-of-credit


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               rights, Letters Of Credit, cash, money, supporting obligations,
               other obligations of any kind owing to Debtor, whether or not
               arising out of or in connection with the sale or lease of goods
               or the rendering of services, all books, invoices, documents and
               other records in any form evidencing or relating to any of the
               foregoing;

          (iii) all of its Intangibles (including, without limitation, payment
               intangibles and software);

          (iv) all of its Intercompany Collateral (as hereinafter defined);

          (v)  all of its deeds, documents, writings, papers, books of account
               and other books relating to or being records of Debts, Chattel
               Paper or documents of title or by which such are or may hereafter
               be secured, evidenced, acknowledged or made payable;

          (vi) all present and future contracts, contract rights and insurance
               claims;

          (vii) all Intellectual Property;

          (viii) all Money and Securities; and

          (ix) all of its other property described in any schedule from time to
               time delivered by Debtor to Canadian Collateral Agent;

and, to the extent not otherwise included, all payments under insurance or any
indemnity, warranty or guaranty with respect to any of the foregoing, in each
case to the extent such terms are defined under the Personal Property Security
Act (Ontario) ("PPSA"). All of the foregoing property of the Debtor shall be
collectively referred to herein as the "Collateral".

     (b)  Debtor hereby assigns to Canadian Collateral Agent, for the benefit of
          the Canadian Lenders and for its benefit as Canadian Collateral Agent,
          any and all of its security interest in any Goods (including, but not
          limited to, Equipment, fixtures and Inventory); Accounts; Chattel
          Paper; documents; Instruments; investment property; Intangibles;
          Deposit Accounts and letter-of-credit rights, and in all Proceeds and
          products thereof in any form, and any other collateral (collectively,
          "Intercompany Collateral") securing the payment and performance by any
          Borrower or any Subsidiary of Debtor or any Borrower (direct or
          indirect) of their respective obligations, liabilities and
          indebtedness of every kind, nature and description owing by any
          Borrower or any Subsidiary of Debtor or any Borrower (direct or
          indirect) to Debtor, 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.

     (c)  Notwithstanding Section 2(a), Debtor's grant of security in trademarks
          (as defined in the Trademarks Act (Canada)) under this Agreement shall
          be limited to a grant by Debtor of a security interest in all of
          Debtor's right, title and interest in such


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          trademarks and shall not include an absolute assignment of title in
          any such trademarks.

     (d)  The Security Interest granted hereby shall not extend or apply to, and
          Collateral shall not include, the last day of the term of any lease or
          agreement therefor, but upon the enforcement of the Security Interest,
          Debtor shall stand possessed of such last day in trust to assign the
          same to any person acquiring such term.

     (e)  If the Collateral is realized upon and the Security Interest in the
          Collateral is not sufficient to satisfy all Indebtedness, Debtor
          acknowledges and agrees that Debtor shall continue to be liable for
          any Indebtedness remaining outstanding and Canadian Collateral Agent
          shall be entitled to pursue full payment thereof.

3.   Indebtedness Secured. The Security Interest secures payment of any and all
     Indebtedness (as hereinafter defined) of Debtor to the Canadian Collateral
     Agent, Canadian Lenders or Canadian L/C Issuer, or any of them. As used in
     this Security Agreement, "Indebtedness" shall mean any and all obligations,
     liabilities and indebtedness, and performance of all obligations and
     agreements of Debtor to the Canadian Collateral Agent, Canadian Lenders and
     Canadian L/C Issuer arising under the Credit Agreement or under the other
     Loan Documents, whether now existing or hereafter incurred or arising, of
     every kind and character, primary or secondary, direct or indirect,
     absolute or contingent, and whether such indebtedness is from time to time
     reduced and thereafter increased, or entirely extinguished and thereafter
     reincurred, including, without limitation:

     (a)  all Canadian Advances;

     (b)  all obligations arising out of any Canadian Lender's reimbursement of
          Canadian L/C Issuer for draws made under Canadian Letters of Credit
          issued by Canadian L/C Issuer;

     (c)  all interest which accrues on any such indebtedness, until payment of
          such indebtedness in full, including, without limitation, all interest
          provided for under the Credit Agreement;

     (d)  all other monies payable by Debtor, and all obligations and agreements
          of Debtor to any of the Canadian Lenders, Canadian Collateral Agent,
          or Canadian L/C Issuer pursuant to any of the Loan Documents;

     (e)  all obligations arising with respect to Swap Agreements (exclusive of
          any foreign exchange transactions or contracts);

     (f)  all monies due, and to become due, pursuant to Sections 7.3, 7.4. and
          7.5 of the Credit Agreement;

     (g)  all monies payable as herein provided; and

     (h)  all liabilities (including amounts charged to Debtor pursuant hereto),
          obligations, fees, charges, or costs (including, without limitation,
          any fees or expenses that,


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          but for the provisions of the Bankruptcy and Insolvency Act (Canada),
          would have accrued), guaranties, covenants and duties owing by Debtor
          to any of the Canadian Lenders, Canadian Collateral Agent, or Canadian
          L/C Issuer of any kind and description pursuant to or evidenced by any
          other Loan Document.

4.   Representations and Warranties of Debtor. Debtor represents and warrants,
     and, so long as this Security Agreement is in effect, shall be deemed
     continuously to represent and warrant that:

     (a)  Debtor is the owner of the Collateral free of all security interests
          or other encumbrances, except the Permitted Liens;

     (b)  Debtor is authorized to enter into this Security Agreement;

     (c)  any and all corporate names (including French versions thereof), trade
          names, division names, assumed names or other names under which Debtor
          transacts any part of the Business are specified in Schedule A hereto;
          Debtor'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), all warehouses and
          premises where Collateral is stored or located are specified above or
          in Schedule A hereto; Debtor's form and province or jurisdiction of
          organization are specified in Schedule A hereto, and Debtor's records
          concerning the Collateral are kept at one of the addresses specified
          above;

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

     (e)  the amounts represented from time to time by Debtor to 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;

     (f)  each Instrument and each document constituting Collateral is genuine
          and in all respects what it purports to be;

     (g)  any Collateral which is a fixture is owned by Debtor or by the person
          or persons named in the Credit Agreement is specifically described on
          Schedule A hereto;

     (h)  any Collateral which is a deposit account, commodity account,
          securities account or letter of credit is specifically described in
          Schedule A hereto or in the Credit Agreement;

     (i)  any Collateral which is Inventory is located at one of the addresses
          specified in Schedule A hereto; and


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     (j)  all Inventory purchased by Debtor 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;

5.   Covenants of Debtor. So long as this Security Agreement is in effect,
     Debtor:

     (a)  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 Debtor, any
          Canadian Lender or 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;

     (b)  will send to 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 Canadian Collateral Agent's request, will mark any
          and all such books and records to indicate the Security Interest; will
          permit 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 Debtor's ledgers, reports,
          correspondence or other books and records; and will duly account to
          Canadian Collateral Agent's satisfaction, at such time or times as
          Canadian Collateral Agent may require, for any of the Collateral; with
          respect to any accounting records which are situate in the province of
          Quebec, will keep a duplicate copy of same at the office of Westcon
          Group, Inc. at 146 Main Street, Eastchester, New York.

     (c)  will send to Canadian Collateral Agent upon demand, all documents and
          all Chattel Paper (duly endorsed to 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;

     (d)  will notify Canadian Collateral Agent promptly in writing of any
          change in Debtor'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 Collateral is stored or located, any
          change in the address at which records concerning the Collateral are
          kept and any change in Debtor's name, identity or corporate or other
          structure or form or jurisdiction of organization;

     (e)  will not, without 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, Accounts,
          Intangibles or Chattel Paper constituting Collateral; will send to
          Canadian Collateral Agent, on request, all credit and other
          information respecting the financial condition of any Account Debtor;
          and will


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          notify Canadian Collateral Agent promptly of any default by any
          Account Debtor in payment or other performance of obligations with
          respect to any Collateral;

     (f)  will keep the Collateral in good condition and repair; and will not
          use the Collateral in violation of any provisions of this Security
          Agreement, of any applicable statute, regulation or ordinance or of
          any policy insuring the Collateral;

     (g)  will pay all taxes, assessments and other charges of every nature
          which may be imposed, levied or assessed against Debtor or any of
          Debtor'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);

     (h)  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 Canadian Collateral
          Agent, and will cause each policy to be payable to 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 Canadian Collateral Agent;

     (i)  will prevent the Collateral or any part thereof from being or becoming
          an accession to other goods not covered by this Security Agreement;

     (j)  in connection herewith, will authorize or otherwise execute and
          deliver to Canadian Collateral Agent such financing statements,
          assignments and other documents (including deeds of hypothec with
          respect to collateral located in the Province of Quebec) and do such
          other things relating to the Collateral and the Security Interest as
          Canadian Collateral Agent may 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 bailee having possession of any of
          the Collateral, stating that the bailee 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 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 financing statements
          (or applicable similar instruments), assignments and other documents
          in all public offices requested by Canadian Collateral Agent; and pay
          all costs of title searches and filing financing statements,
          assignments and other documents in all public offices requested by
          Canadian Collateral Agent; and will not, without the prior written
          consent of Canadian Collateral Agent, file or authorize or permit to
          be filed or published in any public office any financing statement (or
          applicable similar instruments) naming Debtor as debtor and not naming
          Canadian Collateral Agent as secured party, other than Permitted
          Liens.

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


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     (l)  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 Canadian Collateral Agent,
          acknowledging that such third party holds possession of the collateral
          for the benefit of the Canadian Collateral Agent;

     (m)  will cooperate with Canadian Collateral Agent in obtaining control of
          collateral consisting of Deposit Accounts, investment property,
          letter-of-credit rights or electronic Chattel Paper including, but not
          limited to, entering into one or more control agreements or
          assignments, as Canadian Collateral Agent may request;

     (n)  Debtor 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;

     (o)  in any suit, proceeding or action brought by 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, Debtor will save, indemnify and keep Canadian Collateral
          Agent and 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 Debtor
          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 Debtor, except in the case of 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 Canadian Collateral Agent or such Canadian Lender
          as finally determined by a court of competent jurisdiction. All such
          obligations of Debtor shall be and remain enforceable against and only
          against Debtor and shall not be enforceable against Canadian
          Collateral Agent or any Canadian Lender;

     (p)  Debtor will advise 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

     (q)  Without limiting any of Debtor's other obligations under any other
          Loan Document, and for greater certainty, Debtor 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 Canadian
          Collateral Agent, Debtor shall provide to 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.


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

7.   Notification and Payments. After the occurrence of an Event of Default,
     Canadian Collateral Agent may (i) notify all or any Account Debtors of the
     Security Interest and may also direct such Account Debtors to make all
     payments on Collateral to Canadian Collateral Agent; and (ii) enforce
     obligations of an Account Debtor or other person obligated on Collateral
     and exercise the rights of the Debtor with respect to the obligation of the
     Account Debtor, and with respect to property that secures the obligation of
     an Account Debtor or other persons obligated on the Collateral. All
     payments on and from Collateral received by Canadian Collateral Agent
     directly or from Debtor shall be applied to the Indebtedness in such order
     and manner as specified in the Credit Agreement or as Canadian Collateral
     Agent may otherwise determine. Any payments on and from the Collateral
     received by Debtor:

          (i)  shall be held by Debtor in trust for Canadian Collateral Agent in
               the same medium in which received;

          (ii) shall not be commingled with any assets of Debtor; and

          (iii) shall be delivered to Canadian Collateral Agent in the form
               received, properly endorsed to permit collection, not later than
               the next business day following the day of their receipt; and
               Debtor shall comply with such demand. Debtor shall also promptly
               notify Canadian Collateral Agent of the return to or repossession
               by Debtor of Goods underlying any Collateral, and Debtor shall
               hold the same in trust for Canadian Collateral Agent and shall
               dispose of the same as Canadian Collateral Agent directs.

8.   Registered Holder of Collateral. If any Collateral consists of investment
     securities, Debtor authorizes Canadian Collateral Agent to transfer the
     same or any part thereof into its own name or that of its nominee so that
     Canadian Collateral Agent or its nominee may appear of record as the sole
     owner thereof; provided, that so long as no Event of Default has occurred,
     Canadian Collateral Agent shall send promptly to Debtor all notices,
     statements or other communications received by it or its nominee as such
     registered owner, and upon demand and receipt of payment of necessary
     expenses thereof, shall give to Debtor or its designee a proxy or proxies
     to vote and take all action with respect to such securities. After the
     occurrence of any Event of Default, Debtor waives all rights to be advised
     of or to receive any notices, statements or communications received by
     Canadian Collateral Agent or its nominee as such record owner, and agrees
     that no proxy or proxies given by Canadian Collateral Agent to Debtor or
     its designee as aforesaid shall thereafter be effective.


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9.   Income from and Interest on Collateral Consisting of Instruments.

     (a)  Until the occurrence of an Incipient Default or Event of Default,
          Debtor shall be entitled to receive all income and principal from or
          interest on the Collateral consisting of Instruments, and if Canadian
          Collateral Agent receives any such income, principal or interest prior
          to such Event of Default, Canadian Collateral Agent shall pay the same
          promptly to Debtor.

     (b)  Upon the occurrence of an Incipient Default or Event of Default,
          Debtor will not demand or receive any income or principal from or
          interest on such Collateral, and if Debtor receives any such income,
          principal or interest without any demand by it, same shall be held by
          Debtor in trust for Canadian Collateral Agent in the same medium in
          which received, shall not be commingled with any assets of Debtor and
          shall be delivered to Canadian Collateral Agent in the form received,
          properly endorsed to permit collection, not later than the next
          business day following the day of its receipt. Canadian Collateral
          Agent may apply the net cash receipts from such income, principal or
          interest to payment of any of the Indebtedness in accordance with the
          Credit Agreement or as Canadian Collateral Agent may otherwise
          determine, provided that Canadian Collateral Agent shall account for
          and pay over to Debtor any such income, principal or interest
          remaining after payment in full of the Indebtedness.

10.  Increases, Profits, Payments or Distributions.

     (a)  Whether or not an Event of Default has occurred, Debtor authorizes
          Canadian Collateral Agent:

          (i)  to receive any increase in or value from the Collateral
               (including, without limitation, any stock issued as a result of
               any stock split or dividend, any capital distributions and the
               like), and to hold the same as part of the Collateral; and

          (ii) to receive any payment or distribution on the Collateral upon
               redemption by, or dissolution and liquidation of, the issuer; to
               surrender such Collateral or any part thereof in exchange
               therefor; and to hold the net cash receipts from any such payment
               or distribution as part of the Collateral.

          (b)  If Debtor receives any such increase, profits, payments or
               distributions, Debtor will receive and deliver same promptly to
               Canadian Collateral Agent on the same terms and conditions set
               forth in paragraph 9(b) hereof respecting income or interest, to
               be held by Canadian Collateral Agent as part of the Collateral.

11.  Events of Default and Remedies.

     (a)  Any of the following events or conditions shall constitute an event of
          default hereunder ("Event of Default"):


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                                     - 11 -


          (i)  default by Debtor in the performance of any obligation, term or
               condition of this Security Agreement, or

          (ii) an Incipient Default or Event of Default under the Credit
               Agreement.

     (b)  Canadian Collateral Agent's rights and remedies with respect to the
          Collateral shall be those of a Secured Party under the PPSA and under
          any other applicable law, as each of the same may from time to time be
          in effect, in addition to those rights granted herein and in any other
          agreement now or hereafter in effect between Debtor and Canadian
          Collateral Agent or any Canadian Lender. In accordance with the Credit
          Agreement, Canadian Collateral Agent has been appointed by Canadian
          Lenders to exercise such rights. Upon the existence or occurrence of
          an Event of Default, Canadian Collateral Agent may require Debtor to
          assemble the Collateral and make it available to Canadian Collateral
          Agent at a place or places designated by Canadian Collateral Agent,
          and Canadian Collateral Agent may use and operate the Collateral,
          render the Collateral unusable or dispose of the Collateral in a
          commercially reasonable manner.

     (c)  Upon the occurrence of and during the continuance of any Event of
          Default, Canadian Collateral Agent may appoint or reappoint by
          instrument in writing, any Person or Persons, whether an officer or
          officers or an employee or employees of Canadian Collateral Agent or
          not, to be an interim receiver, receiver or receivers (hereinafter
          called a "Receiver", which term when used herein shall include a
          receiver and manager) of Collateral (including any interest, income or
          profits therefrom) and may remove any Receiver so appointed and
          appoint another in his/her/its stead. Any such Receiver shall, so far
          as concerns responsibility for his/her/its acts, be deemed the agent
          of Debtor and not Canadian Collateral Agent or any of Canadian
          Lenders, and neither Canadian Collateral Agent nor any of Canadian
          Lenders shall be in any way responsible for any misconduct, negligence
          or non-feasance on the part of any such Receiver or his/her/its
          servants, agents or employees. Subject to the provisions of the
          instrument appointing him/her/it, any such Receiver shall have power
          to take possession of Collateral, to preserve Collateral or its value,
          to carry on or concur in carrying on all or any part of the business
          of Debtor and to sell, lease, licence or otherwise dispose of or
          concur in selling, leasing, licensing or otherwise disposing of
          Collateral. To facilitate the foregoing powers, any such Receiver may,
          to the exclusion of all others, including Debtor, enter upon, use and
          occupy all premises owned or occupied by Debtor wherein Collateral may
          be situate, maintain Collateral upon such premises, borrow money on a
          secured or unsecured basis and use Collateral directly in carrying on
          Debtor's business or as security for loans or advances to enable the
          Receiver to carry on Debtor's business or otherwise, as such Receiver
          shall, in its discretion, determine. Except as may be otherwise
          directed by Canadian Collateral Agent, all Money received from time to
          time by such Receiver in carrying out his/her/its appointment shall be
          received in trust for and be paid over to Canadian Collateral Agent.
          Every such Receiver may, in the discretion of Canadian Collateral
          Agent, be vested with all or any of the rights and powers of Canadian
          Collateral Agent.


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     (d)  Upon and during the continuance of any Event of Default, Canadian
          Collateral Agent may, either directly or through its agents or
          nominees, exercise any or all of the powers and rights given to a
          Receiver by virtue of Section 11(c).

     (e)  Upon the occurrence and during the continuance of an Event of Default,
          Canadian Collateral Agent may take possession of, collect, demand, sue
          on, enforce, recover and receive Collateral and give valid and binding
          receipts and discharges therefor and in respect thereof and Canadian
          Collateral Agent also may sell, licence, lease or otherwise dispose of
          Collateral in such manner, at such time or times and place or places,
          for such consideration and upon such terms and conditions as to
          Canadian Collateral Agent may seem reasonable and in compliance with
          applicable law.

     (f)  Debtor acknowledges that, after and during the continuance of an Event
          of Default, Canadian Collateral Agent or any Receiver appointed by it
          may take possession of Collateral wherever it may be located and by
          any method permitted by law and Debtor agrees upon request from
          Canadian Collateral Agent or any such Receiver to assemble and deliver
          possession of Collateral at such place or places as directed.

     (g)  For the purpose of enabling Canadian Collateral Agent to exercise
          rights and remedies under Section 11 hereof (including, without
          limiting the terms of Section 11 hereof, in order to take possession
          of, hold, preserve, process, assemble, prepare for sale, market for
          sale, sell or otherwise dispose of Collateral) at such time as
          Canadian Collateral Agent shall be lawfully entitled to exercise such
          rights and remedies, and for no other purpose, Debtor hereby grants to
          Canadian Collateral Agent, for the benefit of itself as Canadian
          Collateral Agent and Canadian Lenders, an irrevocable, non-exclusive
          licence (exercisable without payment of royalty or other compensation
          to Debtor) to use, licence or sublicence any Intellectual Property now
          owned or hereafter acquired by Debtor, and wherever the same may be
          located, and including in such licence access to all media in which
          any of the licenced items may be recorded or stored and to all
          computer software and programs used for the compilation or printout
          thereof.

     (h)  Neither Canadian Collateral Agent nor any Canadian Lender shall have
          any duties with respect to the Collateral other than the duty to use
          reasonable care if the Collateral is in its possession. In accordance
          with the PPSA, Canadian Collateral Agent shall be deemed to have used
          reasonable care if it observes substantially the same standard of care
          with respect to the custody or preservation of the Collateral as it
          observes with respect to similar assets owned by Canadian Collateral
          Agent. Without limiting the generality of the foregoing, neither the
          Canadian Agent nor any Canadian Lender shall be under any obligation
          to take any steps to preserve rights in the Collateral against any
          other parties, to sell the same if it threatens to decline in value,
          or to exercise any rights represented thereby (including rights with
          respect to calls, conversions, exchanges, maturities or tenders);
          provided, however, that Canadian Collateral Agent may, at its option,
          after the occurrence of an Event of Default, do so, and any and all
          expenses incurred in connection therewith shall be for the account of
          Debtor. The Canadian Agent and Canadian Lenders shall not be
          responsible to Debtor for loss or


<PAGE>


                                     - 13 -


          damage resulting from Canadian Agent or any Canadian Lender's failure
          to enforce or collect any such Collateral or to collect any moneys due
          or to become due thereunder. Debtor waives protest of any Instrument
          constituting Collateral at any time held by Canadian Agent or any
          Canadian Lender on which Debtor is in any way liable and waives notice
          of any other action taken by Canadian Agent or any Canadian Lender.

     (i)  To the maximum extent permitted by applicable law, Debtor waives all
          claims, damages and demands against Canadian Collateral Agent or any
          Canadian Lender or any Receiver appointed by Canadian Collateral Agent
          arising out of the repossession, retention or sale of the Collateral
          except such as arise solely out of the gross negligence or wilful
          misconduct of Canadian Collateral Agent or any Canadian Lender or any
          Receiver appointed by Canadian Collateral Agent as finally determined
          by a court of competent jurisdiction.

     (j)  To the extent that applicable law imposes duties on Canadian
          Collateral Agent to exercise remedies in a commercially reasonable
          manner, Debtor acknowledges and agrees that it is not commercially
          unreasonable for Canadian Collateral Agent (i) to fail to incur
          expenses reasonably deemed significant by Canadian Collateral Agent to
          prepare the Collateral for disposition or otherwise to complete raw
          material or work in process into finished goods or other finished
          products for disposition, (ii) to fail to obtain third party consents
          for access to the Collateral to be disposed of, or to obtain or, if
          not required by other law, to fail to obtain governmental or third
          party consents for the collection or disposition of the Collateral to
          be collected or disposed of, (iii) to fail to exercise collection
          remedies against Account Debtors or other Persons obligated on the
          Collateral or to remove Liens on or any adverse claims against the
          Collateral, (iv) to exercise collection remedies against Account
          Debtors and other Persons obligated on the Collateral directly or
          through the use of collection agencies and other collection
          specialists, (v) to advertise dispositions of the Collateral through
          publications or media of general circulation, whether or not the
          Collateral is of a specialized nature, (vi) to contact other Persons,
          whether or not in the same business of Debtor, for expressions of
          interest in acquiring all or any portion of such Collateral, (vii) to
          hire one or more professional auctioneers to assist in the disposition
          of the Collateral, whether or not the Collateral is of a specialized
          nature, (viii) to dispose of the Collateral by utilizing internet
          sites that provide for the auction of assets of the types included in
          the Collateral or that have the reasonable capacity of doing so, or
          that match buyers and sellers of assets, (ix) to dispose of assets in
          wholesale rather than retail markets, (x) to disclaim disposition
          warranties, such as title, possession or quiet enjoyment, (xi) to
          purchase insurance or credit enhancements to insure Canadian
          Collateral Agent and Canadian Lenders against risks of loss,
          collection or disposition of the Collateral or to provide to Canadian
          Collateral Agent and Canadian Lenders a guaranteed return from the
          collection or disposition of the Collateral, (xii) to the extent
          deemed appropriate by Canadian Collateral Agent, to obtain the
          services of other brokers, investment bankers, consultants and other
          professionals to assist Canadian Collateral Agent in the collection or
          disposition of any of the Collateral, or (xiii) to comply with any
          applicable law requirements in connection with a


<PAGE>


                                     - 14 -


          disposition of the Collateral. Debtor acknowledges that the purpose of
          this Section 11 is to provide non-exhaustive indications of what
          actions or omissions by Canadian Collateral Agent would not be
          commercially unreasonable in the Canadian Collateral Agent's exercise
          of remedies against the Collateral and that other actions or omissions
          by Canadian Collateral Agent shall not be deemed commercially
          unreasonable solely on account of not being indicated in this Section
          11. Without limitation upon the foregoing, nothing contained in this
          Section 11 shall be construed to grant any rights to Debtor or to
          impose duties on Canadian Collateral Agent that would not have been
          granted or imposed by this Agreement or by applicable law in the
          absence of this Section 11.

     (k)  The Canadian Collateral Agent will give Debtor such notice, if any, of
          the date, time and place of any public sale or of the date after which
          any private disposition of Collateral is to be made as may be required
          by the PPSA.

     (l)  Without in any way requiring notice to be given in the following time
          and manner, Debtor agrees that any notice by Canadian Collateral Agent
          of sale, disposition or other intended action hereunder or in
          connection herewith, whether required by the PPSA or otherwise, shall
          constitute reasonable notice to Debtor if such notice is mailed by
          regular or certified mail, postage prepaid, at least fifteen (15) days
          prior to such action, to Debtor's address or addresses specified above
          or to any other address which Debtor has specified in writing to
          Canadian Collateral Agent as the address to which notices hereunder
          shall be given to Debtor.

     (m)  If Canadian Collateral Agent sells any of the Collateral on credit,
          Debtor will be credited only with payments actually made by the
          purchaser in cash, received by Canadian Collateral Agent in cash and
          applied to the Indebtedness. If the purchaser fails to pay for the
          Collateral, Canadian Collateral Agent may resell the Collateral.

     (n)  Debtor agrees to pay on demand all costs and expenses (including
          attorneys' fees and legal expenses and Receiver remuneration) incurred
          by Canadian Collateral Agent and any Canadian Lender or Receiver in
          enforcing this Security Agreement, in realizing upon or protecting any
          Collateral and in enforcing and collecting any Indebtedness or any
          guarantee thereof, including, without limitation, if any Canadian
          Collateral Agent or any Canadian Lender retain counsel for advice,
          suit, appeal, insolvency or other proceedings under the Bankruptcy and
          Insolvency Act (Canada), Company Creditors' Arrangement Act(Canada) or
          otherwise, or for any of the above purposes, the attorneys' fees and
          expenses and Receiver remuneration incurred by Canadian Collateral
          Agent and Canadian Lenders. Payment of all costs and expenses
          hereunder is secured by the Collateral.

12.  Miscellaneous.

     (a)  Debtor hereby authorizes Canadian Collateral Agent, at Debtor's
          expense, to file such financing statement or statements or other
          applicable notice filings relating to the Collateral without Debtor's
          signature thereon as Canadian Collateral Agent at its option may deem
          appropriate, and appoints Canadian Collateral Agent as


<PAGE>


                                     - 15 -


          Debtor's attorney-in-fact (without requiring Canadian Collateral
          Agent) to execute any such financing statement or statements in
          Debtor's name and to perform all other acts which Canadian Collateral
          Agent deems appropriate to perfect and continue the Security Interest
          and to protect, preserve and realize upon the Collateral.

     (b)  Canadian Collateral Agent may demand, collect and sue on any of the
          Accounts, Chattel Paper, Instruments and Intangibles (in either
          Debtor's or Canadian Collateral Agent's name at the latter's option);
          may enforce, compromise, settle or discharge such Collateral without
          discharging the Indebtedness or any part thereof; and may endorse
          Debtor's name on any and all cheques, commercial paper, and any other
          Instruments pertaining to or constituting Collateral.

     (c)  (i) As further security for payment of the Indebtedness, Debtor hereby
          grants to Canadian Collateral Agent for the ratable benefit of the
          Canadian Lenders, a Security Interest in and lien on any and all
          property of Debtor which is or may hereafter be in the possession or
          control of Canadian Collateral Agent, or any Canadian Lender in any
          capacity or of any third party acting on its behalf, including,
          without limitation, all deposit and other accounts and all moneys owed
          or to be owed by Canadian Collateral Agent, or any Canadian Lender to
          Debtor; and with respect to all of such property, Canadian Collateral
          Agent, and the Canadian Lenders shall have the same rights hereunder
          as they have with respect to the Collateral; and

          (ii) without limiting any other right of Canadian Collateral Agent or
               any Canadian Lender, whenever Canadian Collateral Agent, or any
               Canadian Lender has the right to declare any Indebtedness of
               Debtor immediately due and payable (whether or not it has so
               declared), Canadian Collateral Agent, or any Canadian Lender may
               set off against such Indebtedness any and all moneys then or
               thereafter owed to Debtor by Canadian Collateral Agent or such
               Canadian Lender in any capacity, whether or not the Indebtedness
               or the obligation to pay such moneys owed by Canadian Collateral
               Agent, or such Canadian Lender is then due, and Canadian
               Collateral Agent, or such Canadian Lender shall be deemed to have
               exercised such right of set off immediately at the time of such
               election even though any charge therefor is made or entered on
               Canadian Collateral Agent's or such Lender's records subsequent
               thereto.

     (d)  Upon Debtor's failure to perform any of its duties hereunder, Canadian
          Collateral Agent may, but shall not be obligated to, perform any or
          all such duties, including, without limitation, payment of taxes,
          assessments, insurance and other charges and expenses as herein
          provided, and Debtor shall pay upon demand by Canadian Collateral
          Agent an amount equal to the cost thereof to Canadian Collateral
          Agent. Payment of all moneys hereunder shall be secured by the
          Collateral.

     (e)  No course of dealing between Debtor and Canadian Collateral Agent or
          any Lender and no delay or omission by Canadian Collateral Agent or
          any Canadian Lender in exercising any right or remedy hereunder or
          with respect to any


<PAGE>


                                     - 16 -


          Indebtedness shall operate as a waiver thereof or of any other right
          or remedy, and no single or partial exercise thereof shall preclude
          any other or further exercise thereof or the exercise of any other
          right or remedy. Canadian Collateral Agent may remedy any default by
          Debtor hereunder or with respect to any Indebtedness in any reasonable
          manner without waiving the default remedied and without waiving any
          other prior or subsequent default by Debtor. All rights and remedies
          of the Canadian Collateral Agent and the Canadian Lenders hereunder
          are cumulative and may be exercised simultaneously.

     (f)  Debtor authorizes Canadian Collateral Agent, without notice or demand
          and without affecting Debtor's obligations hereunder, from time to
          time:

          (i)  to exchange, enforce or release any collateral or any part
               thereof (other than the Collateral) taken from any party for
               payment of the Indebtedness or any part thereof;

          (ii) to release, substitute or modify any obligation of any endorser,
               guarantor or other party in any way obligated to pay the
               Indebtedness or any part thereof, or any party who has given any
               security, mortgage or other interest in any other collateral as
               security for the payment of the Indebtedness or any part thereof;

         (iii) upon the occurrence of any Event of Default as hereinabove
               provided, to direct the order or manner of disposition of the
               Collateral and any and all other collateral and the enforcement
               of any and all endorsements, guarantees and other obligations
               relating to the Indebtedness or any part thereof, as Canadian
               Collateral Agent, in its discretion, or upon direction of the
               Canadian Lenders in accordance with the terms of the Credit
               Agreement, may determine; and

          (iv) to determine in accordance with the terms of the Credit Agreement
               how, when and what application of payments and credits, if any,
               shall be made on the Indebtedness or any part thereof.

     (g)  All notices or demands by any party hereto or to the other party and
          relating to this Security Agreement shall be sent in accordance with
          the terms of Section 13.13 of the Credit Agreement.

     (h)  The rights and benefits of the Canadian Collateral Agent and Canadian
          Lenders hereunder shall, if such Canadian Collateral Agent or Canadian
          Lender so directs, enure to any party acquiring any interest in the
          Indebtedness or any part thereof in accordance with the Credit
          Agreement. Debtor may not assign this Security Agreement nor delegate
          any of its duties hereunder without Canadian Collateral Agent's prior
          written consent and any prohibited assignment shall be absolutely
          void.

     (i)  Canadian Collateral Agent and Canadian Lenders as used herein shall
          include the respective successors or assigns of those parties.


<PAGE>


                                     - 17 -


     (j)  No modification, rescission, waiver, release or amendment of any
          provision of this Security Agreement shall be made, except by a
          written agreement subscribed or otherwise authenticated by Debtor and
          by a duly authorized officer of Canadian Collateral Agent.

     (k)  This Security Agreement and the transactions evidenced hereby shall be
          construed under and governed by the laws of the Province of Ontario
          and the federal laws of Canada applicable therein.

     (l)  The Canadian Collateral Agent may, at its option, (a) cure any default
          by Debtor under any agreement with a third party that affects the
          Collateral, its value or the ability of the Canadian Collateral Agent
          to collect, sell or otherwise dispose of the Collateral or the rights
          and remedies of Canadian Collateral Agent or any Canadian Lender
          therein or the ability of Debtor to perform its obligations hereunder,
          or under the Credit Agreement or under any of the other Loan
          Documents, (b) pay or bond on appeal any judgment entered against
          Debtor, (c) discharge taxes, liens, security interests or other
          encumbrances at any time levied on or existing with respect to the
          Collateral and pay any amount, incur any expense or perform any act
          which, in the Canadian Collateral Agent's judgment, is necessary or
          appropriate to preserve, protect, insure or maintain the Collateral
          and the rights of the Canadian Collateral Agent and Canadian Lenders
          with respect thereto. The Canadian Collateral Agent may add any
          amounts so expended to the Indebtedness. The Canadian Collateral Agent
          and Canadian Lenders shall be under no obligation to effect such cure,
          payment or bonding and shall not, by doing so, be deemed to have
          assumed any obligation or liability of Debtor. Any payment made or
          other action taken by Canadian Collateral Agent or any Canadian Lender
          under this paragraph shall be without prejudice to any right to assert
          an Event of Default hereunder and to proceed accordingly.

     (m)  Debtor hereby irrevocably designates and appoints the Canadian
          Collateral Agent (and all persons designated by Canadian Collateral
          Agent) as Debtor's true and lawful attorney-in-fact, and authorizes
          the Canadian Collateral Agent, in Debtor's, or the Canadian Collateral
          Agent's name, to: (a) at any time an Event of Default or Incipient
          Default exists or has occurred and is continuing (i) demand payment on
          Receivables or other Collateral, (ii) enforce payment of Receivables
          by legal proceedings or otherwise, (iii) exercise all of Debtor's
          rights and remedies to collect any Receivable or other Collateral,
          (iv) sell or assign any Receivable upon such terms, for such amount
          and at such time or times as the Canadian Collateral Agent deems
          advisable, (v) settle, adjust, compromise, extend or renew any
          Receivable, (vi) discharge and release any Receivable, (vii) prepare,
          file and sign Debtor's name on any proof of claim in bankruptcy or
          other similar document against an Account Debtor or other obligor in
          respect of any Receivables or other Collateral, (viii) notify the post
          office authorities to change the address for delivery of remittances
          from Receivable debtors or other obligors in respect of Receivables or
          other proceeds of Collateral to an address designated by the Canadian
          Collateral Agent, and open and dispose of all mail addressed to Debtor
          or its agents and handle and store all mail relating to the
          Collateral; and (ix) do all acts and things which are necessary, in
          the Canadian Collateral Agent's


<PAGE>


                                     - 18 -


          determination, to fulfil Debtor's obligations under this Security
          Agreement and the other Loan Documents and (b) to (i) take control in
          any manner of any item of payment in respect of Receivables or
          constituting Collateral or otherwise received in or for deposit for
          Receivables, (ii) have access to any lockbox or postal box into which
          remittances from Receivable debtors or other obligors in respect of
          Receivables or other proceeds of Collateral are sent or received,
          (iii) endorse Debtor's name upon any items of payment in respect of
          Receivables or constituting Collateral or otherwise received by
          Canadian Collateral Agent or and any Canadian Lender and deposit the
          same in the Canadian Collateral Agent's account for application to the
          Indebtedness, and (c) at any time to (i) endorse Debtor's name upon
          any of the following that may then be in the possession or control of
          the Canadian Collateral Agent (or its affiliates) or any Lender:
          chattel paper, document, instrument, invoice, or similar document or
          agreement relating to any Receivable or any goods pertaining thereto
          or any other Collateral, including any warehouse or other receipts, or
          bills of lading and other negotiable or non-negotiable documents, (ii)
          clear Inventory the purchase of which was financed with a letter of
          credit through Canada Customs and Revenue Agency or foreign export
          control authorities in Debtor's name, Canadian Collateral Agent's name
          or the name of the Canadian Collateral Agent's designee, and to sign
          and deliver to customs officials powers of attorney in Debtor's name
          for such purpose, and to complete in Debtor's or the Canadian
          Collateral Agent's name, any order, sale or transaction, obtain the
          necessary documents in connection therewith and collect the proceeds
          thereof, and (iii) sign Debtor's name on any verification of
          Receivables and notices thereof to Receivable debtors or any secondary
          obligors or other obligors in respect thereof. Debtor hereby releases
          the Canadian Collateral Agent, Canadian Lenders and their respective
          officers, employees and designees from any liabilities arising from
          any act or acts under this power of attorney and in furtherance
          thereof, whether of omission or commission, except as a result of
          Canadian Collateral Agent's or any Canadian Lender's own gross
          negligence or wilful misconduct as determined pursuant to a final
          non-appealable order of a court of competent jurisdiction. The agency
          hereby created is unconditional and shall not terminate until all of
          the Indebtedness is paid in full and until all commitments by Canadian
          Lenders to Debtor have expired or been terminated.

     (n)  EACH PARTY AGREES THAT ANY ACTION OR PROCEEDING TO ENFORCE OR ARISING
          OUT OF THIS SECURITY AGREEMENT MAY BE COMMENCED IN THE COURTS OF THE
          PROVINCE OF ONTARIO. EACH PARTY WAIVES PERSONAL SERVICE OF PROCESS AND
          AGREES THAT A SUMMONS AND COMPLAINT COMMENCING AN ACTION OR PROCEEDING
          IN ANY SUCH COURT SHALL BE PROPERLY SERVED AND SHALL CONFER PERSONAL
          JURISDICTION IF SERVED BY REGISTERED OR CERTIFIED MAIL TO THE
          RESPECTIVE PARTY AT ITS ADDRESS SET FORTH AT THE BEGINNING OF THIS
          SECURITY AGREEMENT, OR AS OTHERWISE PROVIDED BY THE LAWS OF ONTARIO OR
          CANADA.


<PAGE>


                                     - 19 -


     (o)  This Security Agreement is and is intended to be a continuing Security
          Agreement and shall remain in full force and effect until all of the
          Indebtedness outstanding, or contracted or committed for (whether or
          not outstanding), and any extensions or renewals thereof, together
          with interest accruing thereon, shall be finally and irrevocably paid
          in full in cash and all commitments to extend credit have been
          terminated. If, after receipt of any payment of all or any part of the
          Indebtedness, Canadian Collateral Agent or any Canadian Lender is for
          any reason compelled to surrender such payment to any person or
          entity, because such payment is determined to be void or voidable as a
          preference, impermissible set off, or a diversion of trust funds, or
          for any other reason, this Agreement shall continue in full force
          notwithstanding any contrary action which may have been taken by
          Canadian Collateral Agent or any Canadian Lender in reliance upon such
          payment, and any such contrary action so taken shall be without
          prejudice to any Canadian Collateral Agent's and any Canadian Lender's
          rights under this Agreement and shall be deemed to have been
          conditioned upon such payment having become final and irrevocable.

     (p)  The Security Interest created hereby is intended to attach when this
          Agreement is signed by Debtor and delivered to Canadian Collateral
          Agent.

     (q)  To the extent that any representation, covenant or other provision
          contained in this Security Agreement 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 Security Agreement 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.

     (r)  Debtor acknowledges and agrees that, in the event it amalgamates with
          any other company or companies, it is the intention of the parties
          hereto that the term "Debtor", when used herein, shall apply to each
          of the amalgamating companies and to the amalgamated company, such
          that the Security Interest granted hereby:

          (1)  shall extend to "Collateral" (as that term is herein defined)
               owned by each of the amalgamating companies and the amalgamated
               company at the time of amalgamation and to any "Collateral"
               thereafter owned or acquired by the amalgamated company, and

          (2)  shall secure all "Indebtedness" (as that term is herein defined)
               of each of the amalgamating companies and the amalgamated company
               to Canadian Collateral Agent and Canadian Lenders at the time of
               amalgamation and all "Indebtedness" of the amalgamated company to
               Canadian Collateral Agent and Canadian Lenders thereafter
               arising. The Security Interest shall attach to all "Collateral"
               owned by each company amalgamating with Debtor, and by the
               amalgamated company, at the time of the amalgamation, and shall
               attach to all "Collateral" thereafter owned or


<PAGE>


                                     - 20 -


               acquired by the amalgamated company when such becomes owned or is
               acquired.


                            WESTCON CANADA SYSTEMS (WCSI) INC.

                              By:  /s/ Jeanne Raffiani
                                   --------------------------------------------
                                   Name: Jeanne Raffiani
                                   Title: Secretary
                              By:  /s/ John Roth
                                   --------------------------------------------
                                   Name: John Roth
                                   Title: Assistant Secretary


                            GENERAL ELECTRIC CAPITAL CANADA INC., as Canadian
                            Collateral Agent

                              By:  /s/ Stephen B. Smith
                                   --------------------------------------------
                                   Name:  Stephen B. Smith
                                   Title: Senior Vice President


<PAGE>


                                   SCHEDULE A

1.   Debtor'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), all warehouses and premises where Collateral
     is stored or located (4c):

     1350-1400 55th Avenue, Lachine, Quebec, Canada, H8T 3J8

     2950 Skymark Avenue, Mississauga, Ontario, L4W 4L5

     146 Main Street, Eastchester, New York

2.   Other encumbrances, if any ( 4a, 5a):

          None other than Permitted Liens as set forth in the Credit
          Agreement.

3.   Other names under which Debtor transacts business ( 4c):

     WESTCON CANADA SYSTEMS (WCSI) INC.

     LES SYSTEMS WESTCON CANADA (WCSI) INC.

4.   Debtor's form of organization ( 4c): Corporation

5.   Debtor's Province or jurisdiction of organization ( 4c).

6.   (a)  Fixtures affixed to real property (4g):

     (b)  Owner(s) of such real property (4g):

     (c)  Mortgage(s) on real property (4g):

7.   Collateral consisting of Deposit Accounts, Commodity Accounts, Securities
     Accounts, or letters of credit (4h):

     (a)  Name and address of depositary bank, securities intermediary,
          commodities intermediary or letter of credit issuer, as applicable.

<TABLE>
<S>                   <C>              <C>               <C>               <C>
Account Type          Account #        Contact           Telephone         Bank Name
--------------------------------------------------------------------------------------------------

Main Deposit          071075283001     Josh Khazzam      514-426-7671      HSBC Bank Canada
Main Chequing         071075283003                                         1000 Boul. St-Jean
Main Payroll          071075283004                                         Suite 100
Merchant Deposit      071075283005                                         Point-Claire, Quebec
US Deposit/           071075283070                                         H9R 5P1
Disbursement
</TABLE>

8.   Inventory locations (4(i)):

     1350-1400 55th Avenue, Lachine, Quebec, Canada, H8T 3J8


<PAGE>


                                     - 2 -


     2950 Skymark Avenue, Mississauga, Ontario, L4W 4L5

9.   Additional schedules describing Collateral, if any, follow hereafter (2).

     (a)  Tort Claims: None

10.  Location outside of Quebec of duplicate copy of accounting records in
     electronic form with respect to books and records situate in the province
     of Quebec (5(b)).

     146 Main Street, Eastchester, New York