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                            DATED: NOVEMBER 30, 2001

                                MCSI CANADA INC.

                                     - AND -

                               3835359 CANADA INC.

                                     - AND -

                                   MCSI, INC.

                                   ----------

                            ASSET PURCHASE AGREEMENT

                                   ----------

                           FRASER MILNER CASGRAIN LLP
                                  P.O. Box 100
                            One First Canadian Place
                                Toronto, Ontario
                                     M5X 1B2

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                                TABLE OF CONTENTS

                                    Article 1
                                 INTERPRETATION

<Table>
<S>         <C>                                                                                 <C>
1.1         Definitions..........................................................................2
1.2         Gender and Number....................................................................7
1.3         Currency.............................................................................7
1.4         Headings.............................................................................7
1.5         Knowledge of Vendor..................................................................7
1.6         Knowledge of the Purchaser...........................................................7

                                    Article 2
                                    SCHEDULES

2.1         Description of Schedules.............................................................7

                                    Article 3
                         AGREEMENT OF PURCHASE AND SALE

3.1         Property and Assets to be Purchased and Sold.........................................8
3.2         Excluded Assets.....................................................................10

                                    Article 4
                                 PURCHASE PRICE

4.1         Purchase Price......................................................................10
4.2         Closing Estimate of Purchase Price..................................................11
4.3         Allocation of Purchase Price and Tax Elections......................................11
4.4         Transfer Taxes......................................................................11
4.5         Adjustments.........................................................................11
4.6         Final Determination of Purchase Price...............................................12
4.7         Inventories and Excluded Inventories................................................14
4.8         Accounts Receivable and Non-Trade Receivables.......................................14
4.9         Returns, Refunds, etc...............................................................15
4.10        Access to Records, Co-operation of Purchasers, etc..................................15
4.11        Duocom Cohabitation.................................................................16

                                    Article 5
                                   LIABILITIES

5.1         Assumption of Liabilities...........................................................16

                                    Article 6
                            PAYMENT OF PURCHASE PRICE

6.1         Payment of the Purchase Price.......................................................17

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                                                                             ii.

<S>         <C>                                                                                 <C>
                                    Article 7
                  REPRESENTATIONS AND WARRANTIES OF THE VENDOR

7.1         Representations and Warranties of the Vendor........................................18
7.2         No Other Representations and Warranties.............................................23

                                    Article 8
                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

8.1         Representations and Warranties of the Purchaser.....................................23

                                    Article 9
                   SURVIVAL OF REPRESENTATIONS AND WARRANTIES

9.1         Survival of Representations and Warranties of the Vendor............................24
9.2         Survival of Representations and Warranties of the Purchaser.........................24

                                   Article 10
                             COVENANTS OF THE VENDOR

10.1        Covenants of the Vendor.............................................................25

                                   Article 11
                           COVENANTS OF THE PURCHASER

11.1        Covenants of the Purchaser..........................................................27

                                   Article 12
                                EMPLOYEE MATTERS

12.1        Employees and Transferred Employees.................................................28

                                   Article 13
                             BULK SALES LEGISLATION

13.1        Bulk Sales Compliance...............................................................29

                                   Article 14
                        PURCHASER'S CONDITIONS OF CLOSING

14.1        Conditions for the Benefit of the Purchaser.........................................30
14.2        Non-Fulfilment of Conditions, etc. for the Benefit of the Purchaser.................31

                                   Article 15
                         VENDOR'S CONDITIONS OF CLOSING

15.1        Conditions for the Benefit of the Vendor............................................32
15.2        Non-Fulfilment of Conditions etc. for the Benefit  of the Vendor....................33

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                                                                            iii.

<S>         <C>                                                                                 <C>
                                   Article 16
                              CLOSING ARRANGEMENTS

16.1        Date, Time and Place of Closing.....................................................34
16.2        Closing Arrangements................................................................34

                                   Article 17
                                 INDEMNIFICATION

17.1        Indemnification by Vendor...........................................................35
17.2        Indemnification by Purchaser........................................................36
17.3        Procedure for Indemnification.......................................................37
17.4        Subsequent Recovery.................................................................38
17.5        Insurance...........................................................................38
17.6        Details of Claims...................................................................38
17.7        De Minimis/Limitation...............................................................38

                                   Article 18
                                 MCSi GUARANTEE

18.1        MCSi Guarantee......................................................................39

                                   Article 19
                                  MISCELLANEOUS

19.1        Brokerage, Commissions, etc.........................................................39
19.2        Further Assurances..................................................................40
19.3        Assignment of Contracts.............................................................40
19.4        Announcements.......................................................................40
19.5        Notices.............................................................................40
19.6        Time of the Essence.................................................................42
19.7        Costs and Expenses..................................................................42
19.8        Applicable Law......................................................................42
19.9        Entire Agreement....................................................................42
19.10       Severability........................................................................42
19.11       Effect of Closing...................................................................43
19.12       Counterparts........................................................................43
19.13       Assignment..........................................................................43
19.14       Parties in Interest.................................................................44
19.15       Third Parties.......................................................................44
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               THIS AGREEMENT dated the 30th day of November, 2001

B E T W E E N :

                              MCSi CANADA INC., a corporation continued under
                              the laws of the Province of Ontario

                              (hereinafter called the "VENDOR")

                                                               OF THE FIRST PART

                              - and -

                              3835359 CANADA INC. a corporation incorporated
                            under the laws of Canada

                              (hereinafter called the "PURCHASER")

                                                              OF THE SECOND PART

                              - and -

                              MCSI, INC., a corporation incorporated under the
                              laws of the State of Maryland, U.S.A.

                              (hereinafter called the "MCSi")

                                                               OF THE THIRD PART

               WHEREAS the Vendor carries on in Canada an office products
business consisting of the sale and distribution of computer consumables,
peripherals, data storage products, accessories, paper products and office
furniture to business users (hereinafter called the "BUSINESS");

               AND WHEREAS the Purchaser desires to purchase and the Vendor
desires to sell the property and assets of the Business for the purchase price
and upon the terms and conditions hereinafter set forth;

               AND WHEREAS MCSi is the sole shareholder of the Vendor.

               NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of
the covenants, agreements and payments hereinafter set forth, the parties hereto
agree as follows:

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                                                                              2.

                                    ARTICLE 1
                                 INTERPRETATION

1.1            DEFINITIONS

               Whenever used in this Agreement, unless there is something in the
subject matter or context inconsistent therewith, the following words and
phrases shall have the respective meanings ascribed to them as follows:

"ABITIBI" has the meaning ascribed thereto in Section 10.1.11.

"ACCOUNTING FIRM" has the meaning ascribed thereto in Section 4.6(c).

"ACCOUNTS RECEIVABLE" means the trade accounts receivable due to the Vendor as
at the Effective Time as reflected on the Closing Date Balance Sheet.

"ADJUSTMENT PAYMENT" shall have the meaning ascribed thereto in Section 4.6(e).

"AFFILIATE" has the meaning ascribed thereto in the CANADA BUSINESS CORPORATIONS
ACT.

"AGREEMENT" means this asset purchase agreement and any instrument amending this
Agreement as referred to in Section 19.9; "hereof", "hereto", "hereunder" and
similar expressions mean and refer to this Agreement and not to a particular
article or section; and the expression "Article" or "Section" followed by a
number means and refers to the specified article or section of this Agreement.

"APPRAISED FAIR MARKET VALUE OF THE PRINTING ASSETS" means the fair market value
of the equipment and other fixed assets used by the Business in its paper
printing business (a list of such assets being attached as Schedule 17) as such
is determined on the appraisal of such assets that is being provided to the
Purchaser's bank in connection with the Purchase Financing.

"ASSUMED LIABILITIES" means the liabilities and obligations to be assumed by the
Purchaser as described in Section 5.1.

"AZERTY/UNITED" means the Azerty/United Canada Division of United Stationers
Supply Co.

"AZERTY/UNITED LOGISTICS AGREEMENT" means collectively the Logistics Information
Technology Agreement dated July 5, 2000 between Azerty/United, the Vendor and
MCSi as amended and supplemented by the Warehousing/Fulfillment/Logistics
Agreement dated April 2, 2001 among the Vendor, United and MCSi and the
Amendment dated April 2, 2001 entered into between United, the Vendor and MCSi.

"B2B COMPONENT" means the online ordering and customized e-commerce solutions
owned or licensed by the Vendor and/or MCSi, as the case may be, and which are
made available to customers of the Business via the Website(s).

"BULK SALES LEGISLATION" means the BULK SALES ACT (Ontario) and the
corresponding laws and regulations of any other jurisdiction, domestic or
foreign.

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                                                                              3.

"BUSINESS" has the meaning described in the preamble hereto.

"BUSINESS DAY" means a day other than a Saturday, Sunday or any other day on
which the principal chartered banks located at the City of Toronto are not open
for business during normal banking hours.

"CANON CLAIM" means the action described in item 2 of Schedule 11 hereto.

"CLOSING" means the completion of the transactions herein contemplated,
including the sale to and purchase by the Purchaser of the Purchased Assets
hereunder as herein contemplated.

"CLOSING DATE" means December 31, 2001 or such earlier or later date as may be
agreed upon.

"CLOSING DATE BALANCE SHEET" means the balance sheet of the Vendor to be
prepared, and as agreed upon by the Vendor and the Purchaser, in accordance with
Section 4.6.

"DEBT INSTRUMENT" means any bond, debenture, promissory note or other instrument
evidencing indebtedness for borrowed money or other liability.

"EFFECTIVE TIME" means immediately following the close of business on the
Closing Date.

"EMPLOYEE ACCOUNTS RECEIVABLE" means the amounts due from employees of the
Business as reflected in the Closing Date Balance Sheet, including without
limitation in respect of loans made by the Vendor to employees of the Business
for the purchase of computers.

"EMPLOYEE BENEFITS" means:

               (a)  salaries, wages, bonuses, vacation entitlements,
                    commissions, fees, stock option plans, stock purchase plans,
                    incentive plans, deferred compensation plans, profit-sharing
                    plans and other similar benefits, plans or arrangements;

               (b)  insurance, health, welfare, disability, pension, retirement,
                    travel, hospitalization, medical, dental, legal, counselling
                    and other similar benefits, plans or arrangements; and

               (c)  agreements or arrangements with any labour union or employee
                    association, written or oral employment agreements or
                    arrangements and agreements or arrangements for the
                    retention of the services of independent contractors,
                    consultants or advisors.

"ENCUMBRANCE" means any mortgage, charge, easement, encroachment, lien, adverse
claim, assignment by way of security, security interest, servitude, pledge,
hypothecation, conditional sale agreement, security agreement, title retention
agreement, financing statement or other encumbrance.

"ENVIRONMENTAL REMEDIATION" means the remediation project which is being managed
by or under the direction of Abitibi-Consolidated Inc. to remediate the historic
leakage of toluene at

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                                                                              4.

the leased premises of the Vendor located at 45 Commander Boulevard, Scarborough
in compliance with Environmental Laws in effect on December 1, 1998, the date
the Vendor acquired the Business.

"ESTIMATED NET BOOK VALUE OF THE BUSINESS" means the estimated net book value of
the Business as at Closing as shown on the balance sheet of the Business to be
agreed to by the Vendor and Purchaser under Section 4.2 and attached hereto as
Schedule 2, and subject to any adjustment thereto as provided for in Section
4.1(b).

"EXCLUDED ASSETS" means the property and assets referred to in Section 3.2.

"EXCLUDED INVENTORIES" means the Non-Epson Projector Products and those
inventories which have been fully reserved on the books of the Vendor and which
the Vendor has designated as being excluded from the assets to be purchased by
the Purchaser hereunder as provided for in Section 4.7(b).

"FINANCIAL STATEMENTS" means the internal unaudited financial statements of the
Business for the period ended October 31, 2001 prepared by management of the
Vendor, a copy of which is annexed hereto as Schedule 1.

"GAAP" means those accounting principles which are recognized as being generally
accepted in Canada from time to time as recommended in the Handbook published by
the Canadian Institute of Chartered Accountants.

"GST" means taxes, interest, penalties and fines imposed under Part IX of the
EXCISE TAX ACT (Canada) and the regulations made thereunder (collectively the
"GST LEGISLATION").

"INCOME TAX ACT (CANADA)" means, collectively, the INCOME TAX ACT (Canada) and
the INCOME TAX REGULATIONS, all as amended to date.

"INTELLECTUAL PROPERTY" means any patents, inventions (whether patented or not),
trademarks or service marks, trade or business names, domain names, software
(including without limitation the INTERACT and SALES TOOL software), literary or
artistic content in the Websites and in any catalogues or promotional material,
other works in which copyright subsists, trade secrets and confidential
information, and other intellectual property that is owned or used by the Vendor
in conducting the Business, all registrations or applications for registration
in respect thereof, and all the Vendor's rights in respect of any infringement
thereof (whether occurring before or after the Closing Date), other than any
rights with respect thereto that are included in the Excluded Assets or to the
extent contemplated by the B2B Component.

"INVENTORIES" means all inventories of every kind and nature and wheresoever
situate owned by the Vendor in respect of the Business, except for Excluded
Inventories.

"LEASED PROPERTY" means all the right, title and interest of the Vendor in and
to the subject matter of the Leases.

"LEASES" means the leases if real property entered into by the Vendor identified
in Schedule 4.

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                                                                              5.

"LEGAL PROCEEDING" means any litigation, action, suit, investigation, hearing,
claim, complaint, grievance, arbitration proceeding or other proceeding and
includes any appeal or review and any application for same.

"NET BOOK VALUE OF THE BUSINESS" means:

               (a)  the book value of the Purchased Assets (subject to Section
                    4.1(b)) as at the Effective Time as shown on the Closing
                    Date Balance Sheet, less

               (b)  the book value of the liabilities of the Business as at the
                    Effective Time as shown on the Closing Date Balance Sheet,

and for the purposes hereof book value shall be determined in accordance with
GAAP, consistently applied unless otherwise agreed by the Vendor and the
Purchaser.

"1998 PURCHASE AGREEMENT" means the asset purchase agreement dated November 17,
1998 between Abitibi, the Vendor and Miami Computer Supply Corporation (a
corporate predecessor of MCSi).

"NON-EPSON PROJECTOR PRODUCTS" means any portable stand-alone, desk-top
projectors that are included in the inventory of the Business at the Effective
Time which were not supplied by Epson Canada Inc., or its Affiliates.

"NON-TRADE RECEIVABLES" means any receivables of the Business or that are
otherwise due to the Vendor in respect of the Business, and are not included on
the Closing Date Balance Sheet as Accounts Receivable, and without limitation to
the foregoing shall include those Non-Trade Receivables described in Section
4.8(b).

"ORDERLY LIQUIDATION VALUE OF THE PRINTING ASSETS" means the amount that is
determined to be the orderly liquidation value of the printing assets of the
business in the appraisal referred to in the definition of Appraised Fair Market
Value of the Printing Assets.

"ORDINARY COURSE", when used in relation to the conduct by the Vendor of the
Business, means any transaction which constitutes an ordinary day-to-day
business activity, conducted in a commercially reasonable and businesslike
manner, having no unusual or special features, and being such as a Person of
similar nature and size and engaged in a similar business might reasonably be
expected to carry out from time to time.

"PERSON" means any individual, corporation, firm, partnership, sole
proprietorship, syndicate, joint venture, trustee, trust and any unincorporated
organization or association, any Tribunal; and pronouns have a similar extended
meaning.

"PERSONAL PROPERTY LEASES" means the leases of personal property entered into by
the Vendor as Lessee identified in Schedule 5.

"PROMISSORY NOTE" means the promissory note referred to in Section 6.1(a).

"PURCHASED ASSETS" means the property and assets described in Section 3.1.

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                                                                              6.

"PURCHASE FINANCING" means the financing that is to be provided by the
Purchaser's bank to assist in the financing of the purchase of the Purchase
Assets hereunder.

"PURCHASE PRICE" means the purchase price payable by the Purchaser to the Vendor
for the Purchased Assets as provided for in Article 4.

"QST" means sales tax payable under the QST Act.

"QST ACT" means an Act respect the Quebec Sales Tax.

"TAXES" means all taxes payable under any applicable Tax Legislation, including,
without limitation, income taxes, excise taxes, sales taxes, goods and services
taxes, transfer taxes, property and municipal and school taxes, capital taxes,
import and customs, duties and other governmental charges and assessments, and
includes additions by way of penalties, interest, fines and other amounts with
respect thereto.

"TAX LEGISLATION" means, collectively, the INCOME TAX ACT (Canada) and the
INCOME TAX Regulations, all as amended to date, and the statute law, rules,
regulations, interpretation bulletins and releases, orders and decrees of any
other jurisdiction, domestic or foreign which may impose a tax of any kind.

"TAX RETURNS" means all tax returns required to be filed under the provisions of
any applicable Tax Legislation and any tax forms required to be filed, whether
in connection with a Tax Return or not, under any provisions of any applicable
Tax Legislation.

"TIME OF CLOSING" means 10:00 a.m. Toronto time on the Closing Date or such
other time on the Closing Date as the parties may agree as the time at which the
Closing shall take place.

"TRANSFERRED EMPLOYEES" means all those employees who are employed by the Vendor
in the Business on the Closing Date and who become employees of the Purchaser
pursuant to the terms of this Agreement.

"TRIBUNAL" means:

               (a)  any court (including a court of equity);

               (b)  any federal, provincial, state, county, municipal or other
                    government or governmental department, ministry, commission,
                    board, bureau, agency or instrumentality;

               (c)  any securities commission, stock exchange or other
                    regulatory or self-regulatory body;

               (d)  any board of trade, chamber of commerce or other business or
                    professional organization or association;

               (e)  any arbitrator or arbitration tribunal; and

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                                                                              7.

               (f)  any other tribunal;

whether domestic or foreign.

"VENDOR OBJECTION" has the meaning ascribed thereto in Section 4.6(b).

"WEBSITES" means websites and, subject to Section 10.1.8, including all
Intellectual Property forming part thereof, now residing at "mcsicanada.ca",
"mcsicanada.com", mcsinet.ca", "mcsicanada.net" and "mcsicanada.org".

1.2            GENDER AND NUMBER

               In this Agreement words importing a specific gender include all
genders and words importing the singular include the plural and vice versa.

1.3            CURRENCY

               Unless otherwise indicated all dollar amounts referred to in this
Agreement, including the symbol $, refer to lawful money of Canada.

1.4            HEADINGS

               The division of this Agreement into Articles and Sections and the
use of a table of contents and headings are for convenience of reference only
and shall not affect the interpretation of this Agreement.

1.5            KNOWLEDGE OF VENDOR

               In this Agreement, and any documents delivered pursuant hereto,
any reference to the knowledge of the Vendor, or a similar expression, means the
actual knowledge of the Vendor after reasonable enquiry (but without personal
liability) of the President, the Chief Financial Officer, the Secretary and
Treasurer and the Vice-Presidents of the Vendor.

1.6            KNOWLEDGE OF THE PURCHASER

               In this Agreement, and any documents delivered pursuant hereto,
any reference to the knowledge of the Purchaser, or a similar expression, means
the actual knowledge of the Purchaser after reasonable enquiry (but without
personal liability) of Gary Heffernan and the other corporate officers of the
Purchaser.

                                    ARTICLE 2
                                    SCHEDULES

2.1            DESCRIPTION OF SCHEDULES

               The following are the Schedules attached to and incorporated in
this Agreement by reference and deemed to be a part hereof:

               Schedule 1    -     Financial Statements as at October 31, 2001

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                                                                              8.

               Schedule 2    -     Estimated Net Book Value of the Business
                                   [TO BE COMPLETED POST-SIGNING]
               Schedule 3    -     [INTENTIONALLY DELETED]
               Schedule 4    -     Leases
               Schedule 5    -     Personal Property Leases
               Schedule 6    -     Machinery, Equipment, etc.
               Schedule 7    -     Trucks, Cars, Vehicles, etc.
               Schedule 8    -     Agreements, Contracts, Commitments, etc.
               Schedule 9    -     Employees, Employee Benefits, etc.
               Schedule 10   -     Intellectual Property
               Schedule 10A  -     MCSi Trade-marks, etc.
               Schedule 11   -     Legal Proceedings
               Schedule 12   -     Form of Non-Competition Agreement
                                   [TO BE FINALIZED POST-SIGNING]
               Schedule 13   -     Form of Promissory Note
                                   [TO BE FINALIZED POST-SIGNING]
               Schedule 14   -     [INTENTIONALLY DELETED]
               Schedule 15   -     Legal Opinion of Vendor's Counsel
                                   [TO FOLLOW POST-SIGNING]
               Schedule 16   -     Legal Opinion of Purchaser's Counsel
                                   [TO FOLLOW POST-SIGNING]
               Schedule 17   -     Printing Assets
               Schedule 18   -     Encumbrances
               Schedule 19   -     Refunds, Returns, etc.
               Schedule 20   -     General Terms of B2B Agreement

                                    ARTICLE 3
                         AGREEMENT OF PURCHASE AND SALE

3.1            PROPERTY AND ASSETS TO BE PURCHASED AND SOLD

               Subject to the terms and conditions hereof, the Vendor agrees to
sell, assign and transfer to the Purchaser and the Purchaser agrees to purchase
as, at and from the Effective Time the following property and assets of the
Business:

               (a)  all machinery, equipment (including, without limitation,
                    fork-lift trucks office equipment and computer equipment),
                    furnishings and accessories and supplies of all kinds owned
                    by the Vendor in connection with the Business located in or
                    on the Leased Property, including without limitation those
                    items set forth and described in Schedule 6;

               (b)  all trucks, cars and other vehicles owned by the Vendor in
                    connection with the Business set forth and described in
                    Schedule 7;

               (c)  all Inventories;

               (d)  the Accounts Receivable and the Employee Accounts
                    Receivables;

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                                                                              9.

               (e)  the full benefit of all unfilled orders received by the
                    Vendor relating to the Business and all right, title and
                    interest of the Vendor in, to and under all agreements,
                    contracts, licences (including, without limitation, third
                    party software licenses) and commitments relating
                    exclusively to the Business, including without limitation
                    those set forth and described in Schedule 8;

               (f)  all the right, title, benefit and interest of the Vendor in
                    and to the Intellectual Property of the Vendor including
                    without limitation the Intellectual Property identified on
                    Schedule 10;

               (g)  the goodwill of the Business, together with the exclusive
                    right of the Purchaser to represent itself as carrying on
                    the Business in continuation of and in succession to the
                    Vendor under the names "Axidata" and "Compu-Redi/Tenex" and
                    the right to use any words indicating that the Business is
                    so carried on;

               (h)  the Leases and the Personal Property Leases;

               (i)  all lists of customers of the Business in the possession of
                    the Vendor showing, to the extent known by the Vendor, the
                    names, addresses, phone numbers, e-mail addresses and
                    contact persons for each customer of the Business;

               (j)  all books, records, files and other documentation and
                    written materials relating exclusively to the Business and
                    all information and materials in the possession or control
                    of the Vendor in written or electronic form in a database or
                    otherwise to the extent it relates to the Business, except
                    to the extent such information is proprietary to the Vendor
                    or the Vendor needs to retain a particular book, record,
                    file, document or other written or electronic material for
                    its own purposes or those of its Affiliates, where the
                    Vendor shall be entitled to retain the original thereof and,
                    deliver to the Purchaser a copy thereof or provide the
                    Purchaser reasonable access thereto and if such access
                    requires a separation or extraction of such information or
                    materials by the Vendor, such separation or extraction will
                    be done in a reasonably timely manner and the Purchaser will
                    bear the cost thereof;

               (k)  all rights of the Vendor in all the phone and fax numbers
                    and domain names used in the Business;

               (l)  the Websites;

               (m)  any rights of the Vendor in the ownership of a membership in
                    the Devil's Pulpit Golf Club;

               (n)  any and all other assets and property of the Business not
                    specifically identified in Section 3.2 hereof.

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                                                                             10.

                    except to the extent that any of the foregoing are or relate
                    to Excluded Assets.

3.2            EXCLUDED ASSETS

               There shall be excluded from the purchase and sale of property
and assets herein contemplated the following:

               (a)  any rights to or interest in the names or trade-marks "MCSi"
                    or "MCSi Canada", and any other registered or unregistered
                    trade-marks owned by MCSi, including without limitation
                    those shown on Schedule 10A or similar names or trade-marks,
                    including the right to the domain names "mcsicanada.ca" and
                    "mcsicanada.com", "mcsinet.ca", "mcsicanada.net",
                    "mcsicanada.org" or any other domain names using "MCSi" as
                    part thereof;

               (b)  cash on hand or in banks or other depositories;

               (c)  term or time deposits and similar cash items of, owned or
                    held by or for the account of the Vendor;

               (d)  refundable and creditable Taxes and interest thereon
                    refundable to the Vendor, including without limitation any
                    GST or QST credits or refunds;

               (e)  all receivables of the Business from Affiliates of the
                    Vendor or otherwise not included in the Accounts Receivable
                    and the Employee Accounts Receivable, including without
                    limitation the Non-Trade Receivables;

               (f)  the Excluded Inventories; and

               (g)  all books, records, files or other documentation and written
                    materials to the extent relating to any Excluded Assets.

                                    ARTICLE 4
                                 PURCHASE PRICE

4.1            PURCHASE PRICE

               (a)  Subject to sub-section (b) below, the Purchase Price payable
                    by the Purchaser to the Vendor for the Purchased Assets
                    shall be the aggregate of (i) the book value of the
                    Purchased Assets as at the Effective Time as shown on the
                    Closing Date Balance Sheet and (ii) $1,000,000.

               (b)  If the Appraised Fair Market Value of the Printing Assets is
                    less than the book value of such assets as shown on the
                    Closing Date Balance Sheet, the Purchase Price shall be
                    reduced by the difference between such book value and the
                    Appraised Fair Market Value of the Printing Assets.

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                                                                             11.

4.2            CLOSING ESTIMATE OF PURCHASE PRICE

               On or before the fifth Business Day prior to Closing, the Vendor
and the Purchaser will in good faith prepare an updated balance sheet to reflect
the Estimated Net Book Value of the Business to be attached hereto as Schedule 2
and such balance sheet will be used for the purpose of the payments to be made
on Closing as provided for in Section 6.1 and will become the basis for the
Estimated Net Book Value of the Business. The payment on account of the Purchase
Price on Closing will be made in the manner described in Section 6.1 and will be
based on the book value of the Purchased Assets (subject to Section 4.1(b)) as
shown on the above-mentioned balance sheet and will be adjusted after the
Closing in accordance with Section 4.6.

4.3            ALLOCATION OF PURCHASE PRICE AND TAX ELECTIONS

               The Purchase Price (including the value of the Assumed
Liabilities) shall be allocated among the Purchased Assets as agreed in good
faith between the Purchaser and the Vendor, failing which the Vendor and the
Purchaser acknowledge that such allocation will generally follow the amounts and
line items to be shown on the Closing Date Balance Sheet. The Vendor and the
Purchaser shall execute and file an election as to the Accounts Receivables to
the extent permitted under Section 22 of the INCOME TAX ACT (Canada) or any
equivalent election in any other jurisdiction, using as the consideration paid
therefor the amount thereof as shown on the final and binding Closing Date
Balance Sheet. In addition, the Vendor and Purchaser shall execute and file
their respective Tax Returns in a manner consistent with the aforesaid
allocations and election. If either party fails to file its Tax Returns as
aforesaid, such party shall indemnify and save harmless the other party in
respect of any additional Tax, and legal and/or accounting costs paid or
incurred by the other party as a result of the failure to file as aforesaid.

4.4            TRANSFER TAXES

               The Purchaser shall be liable for and shall pay, either to the
Vendor at Closing or directly to the government authority, as required, all
federal and provincial sales taxes and all other Taxes or other like charges
properly payable upon and in connection with the transfer of the Purchased
Assets to the Purchaser, including, but not limited to GST and QST but excluding
any income taxes payable by the Vendor as a result of the completion of the
transactions herein contemplated. The Vendor and Purchaser shall jointly elect
under Section 167(1) of the GST Legislation and Section 75 of the QST Act
following the prescribed form and including the prescribed information, with
respect to the purchase and sale of the Purchased Assets pursuant to the
provisions of this Agreement. Such joint elections shall be filed in compliance
with the requirements of the GST Legislation and the QST Act.

4.5            ADJUSTMENTS

               Water, rental, gas, hydro rates, insurance premiums, realty
taxes, municipal taxes, fuel, common area maintenance reimbursements, prepaid
security deposits and other such matters as are customarily adjusted, and other
usual and similar prepaid expenses and accrued liabilities relating to the
Leased Property shall be adjusted without duplication as between the

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                                                                             12.

Vendor and the Purchaser as at the Effective Time. The Purchaser agrees that on
Closing it will replace any Letters of Credit provided by the Vendor in respect
of the Leases so that any Letters of Credit provided by the Vendor may be
cancelled.

4.6            FINAL DETERMINATION OF PURCHASE PRICE

               (a)  Within thirty (30) days after the Closing Date, the
                    Purchaser shall prepare (in cooperation with representatives
                    of the Vendor if reasonably requested by the Vendor) and
                    deliver to the Vendor a balance sheet (the "CLOSING DATE
                    BALANCE SHEET") showing the Net Book Value of the Business
                    as at the Effective Time. The Purchaser will prepare the
                    Closing Date Balance Sheet in accordance with, and on a
                    consistent basis with, the accounting policies used in the
                    preparation of the Financial Statements and the balance
                    sheet set out in Schedule 2 to show the Estimated Net Book
                    Value of the Business using the same line items as shown on
                    the such balance sheet, including for greater certainty,
                    Employee Accounts Receivables, Accrued Vacation Pay and
                    Accrued Commissions and Bonus for Transferred Employees but
                    not to include any such matter for employees who do not
                    become Transferred Employees. For the avoidance of doubt,
                    the Closing Date Balance Sheet will not include any Excluded
                    Assets or liabilities of the Vendor not forming part of the
                    Assumed Liabilities.

               (b)  The Closing Date Balance Sheet shall, thirty (30) days after
                    receipt thereof by the Vendor, be binding and conclusive
                    upon, and deemed accepted by, the Vendor unless the Vendor
                    shall have notified the Purchaser in writing within such
                    thirty (30) days of any objection thereto (the "VENDOR
                    OBJECTION"). The Vendor Objection shall set forth a specific
                    description of the basis of the Vendor Objection and the
                    nature of adjustments to the Closing Date Balance Sheet that
                    the Vendor believes should be made. Any items not
                    specifically disputed during the said thirty (30) day period
                    shall be deemed to have been accepted by the Vendor.

               (c)  The Purchaser shall then have fifteen (15) days to notify
                    the Vendor that the Purchaser objects to Vendor Objection,
                    failing which the Purchaser shall be deemed to accept same.
                    If the parties hereto are unable to resolve any dispute
                    within thirty (30) days following the Purchaser's receipt of
                    the Vendor Objection, they shall refer the remaining
                    differences to Deloitte & Touche, or such other firm of
                    accountants acceptable to the Purchaser and the Vendor, each
                    acting reasonably, (the "ACCOUNTING FIRM") for decision,
                    which decision shall be final and binding on the parties.
                    The procedure and schedule under which any dispute shall be
                    submitted to the Accounting Firm shall be as follows:

                    (i)    within thirty-five (35) days following the Vendor
                           Objection under paragraph (b) of this Section 4.6
                           above, the Vendor shall submit any unresolved
                           elements of its objection to the Accounting Firm in
                           writing (with a copy to the Purchaser), supported by
                           any

<Page>

                                                                             13.

                           documents and/or affidavits upon which it relies.
                           Failure to do so without reasonable cause shall
                           constitute a withdrawal by the Vendor of the Vendor
                           Objection with respect to any unresolved element to
                           which such failure relates;

                    (ii)   within fifteen (15) days following the Vendor's
                           submission of the unresolved elements of the Vendor
                           Objection as specified in clause (i) above, the
                           Purchaser shall submit its response to the Accounting
                           Firm in writing (with a copy to the Vendor),
                           supported by any documents and/or affidavits upon
                           which it relies. Failure to do so without reasonable
                           cause shall constitute an acceptance by the Purchaser
                           of the Vendor's submission on any unresolved element
                           to which such failure relates;

                    (iii)  the Accounting Firm shall deliver its written
                           determination within twenty (20) days following its
                           receipt of the information provided for in clauses
                           (i) and (ii) above, or such longer period of time as
                           the Accounting Firm reasonably determines is
                           necessary but not to exceed an additional twenty (20)
                           days without the prior consent of the Vendor and the
                           Purchaser. The Purchaser and the Vendor shall make
                           readily available to the Accounting Firm all relevant
                           books and records and any work papers (including
                           those of the parties' respective accountants)
                           relating to the respective submissions and all other
                           items reasonably requested by the Accounting Firm;
                           and

                    (iv)   the expenses relating to the engagement of the
                           Accounting Firm shall be borne equally by the Vendor
                           and the Purchaser.

               (d)  The Closing Date Balance Sheet shall become final and
                    binding on the parties upon the earliest of:

                    (i)    if no Vendor Objection has been given, the expiration
                           of the period within which the Vendor must make its
                           objection pursuant to paragraph (b) of this Section
                           4.6 hereof;

                    (ii)   agreement in writing by the Vendor and the Purchaser
                           that the Closing Date Balance Sheet, together with
                           any modifications thereto agreed by the Vendor and
                           the Purchaser, shall be final and binding; and

                    (iii)  the date on which the Accounting Firm shall issue its
                           written determination with respect to any dispute
                           relating to the Closing Date Balance Sheet.

                    The Closing Date Balance Sheet, as submitted by the
                    Purchaser if no Vendor Objection has been given, or as
                    adjusted pursuant to any agreement between the parties or as
                    determined pursuant to the decision of

<Page>

                                                                             14.

                    the Accounting Firm, when final and binding on all parties
                    shall be used to determine the Net Book Value of the
                    Business.

               (e)  Within five (5) Business Days following the determination of
                    Net Book Value of the Business, an adjustment payment
                    payable pursuant to this paragraph (e) of this Section 4.6
                    (the "ADJUSTMENT PAYMENT") shall be paid by wire transfer,
                    in immediately available funds, to a bank account designated
                    by the Vendor or the Purchaser, as the case may be. The
                    Adjustment Payment shall be the difference between the Net
                    Book Value of the Business and the Estimated Net Book Value
                    of the Business. The Adjustment Payment shall, as
                    applicable, be payable by the Purchaser to the Vendor to the
                    extent that the Net Book Value of the Business is greater
                    than the Estimated Net Book Value of the Business and by the
                    Vendor to the Purchaser to the extent that the Net Book
                    Value of the Business is less than the Estimated Net Book
                    Valued the Business.

4.7            INVENTORIES AND EXCLUDED INVENTORIES

        (a) The parties hereto acknowledge that the Inventories have been or are
in the process of being counted as at December 1, 2001 by representatives of the
Vendor and for the purposes of the Closing Date Balance Sheet shall be valued
based on the results of such count and rolled forward from December 1, 2001 to
the Effective Time based on the perpetual records of the Business. If there
shall be a dispute as to the value of the Inventories to be purchased under this
Agreement which the parties are unable to resolve, the dispute shall be
submitted to the Accounting Firm referred to in Section 4.6 for decision, which
decision shall be final and binding on the parties. For the purposes of
determining the value of the Inventories, the Inventories shall be valued at the
lower of cost and market value consistent with GAAP.

        (b) The Vendor will as soon as reasonably practicable after the
completion of the inventory count referred to in (a) above, identify by SKU the
inventory that will be fully reserved for the purposes of the Closing Date
Balance Sheet and not be reflected in the value of the inventories thereon. At
any time thereafter but prior to the Effective Time, the Vendor will be entitled
to designate by SKU such inventory that is not to be included in the Inventories
and sold to the Purchaser hereunder (together with the Non-Epson Projector
Products, the "EXCLUDED INVENTORIES"). The Excluded Inventories will after
Closing be shipped to such location or locations as the Vendor may decide The
Purchaser agrees that, if requested by the Vendor it will store such Excluded
Inventories for a reasonable period of time (not to exceed 90 days) and will use
its employees and other resources to ship the Excluded Inventories. The Vendor
will be responsible for freight costs with respect thereto. If any of the
Excluded Inventories remain at the Purchaser's premises after 90 days, these
will be removed by the Vendor at its expense or the Purchaser shall allow the
Excluded Inventories to be stored at the Purchaser's premises at commercial
rates.

4.8            ACCOUNTS RECEIVABLE AND NON-TRADE RECEIVABLES

               (a)  For the purposes of inclusion in the Closing Date Balance
                    Sheet, the Accounts Receivable shall be the face value
                    thereof as recorded on the

<Page>

                                                                             15.

                    books and records of the Business as at the Effective Time,
                    less a reasonable allowance for doubtful accounts.

               (b)  The Purchaser and the Vendor agree that the following
                    receivables shall not form part of the Accounts Receivable
                    for the purposes of the Closing Date Balance Sheet and,
                    after Closing, the Vendor will be entitled to all payments
                    or other proceeds received in respect thereof:

                    (i)    the receivables that are due or become due from Canon
                           Canada Inc. that are the subject of the Canon Claim;

                    (ii)   the amounts that are due or become due from
                           Azerty/United that are the subject matter of item 3
                           of Schedule 11; and

                    (iii)  other receivables with respect to such things as
                           freight claims, deposit on contracts, insurance
                           claims, vendor co-op payment, vendor rebates, vendor
                           price-protection, vendor special tender costs, demo
                           programs, duty claims and any other receivable
                           recorded as "other" on the Financial Statements.

               (c)  The Purchaser agrees that after Closing it will take all
                    steps that are reasonably required to assist the Vendor in
                    the collection of the Non-Trade Receivables and that it will
                    account to the Vendor for any payment received with respect
                    thereto or credits on account thereof that are extended to
                    the parties who have the obligation to pay such receivables.
                    The Purchaser will keep the Vendor fully informed of the
                    progress with respect to such receivables, including any
                    payments received or credits given with respect thereto and
                    provide to the Vendor access to any records that pertain
                    thereto that may be reasonably requested by the Vendor.

               (d)  The parties hereto also acknowledge and agree that any
                    amount payable to Canon Canada Inc. which is the subject of
                    the Canon Claim and any amounts payable to Azerty/United in
                    respect of the matter referred to in (b)(ii) above will not
                    be included in the payables of the Business that are to be
                    assumed by the Purchaser and that such payables will not be
                    reflected as liabilities in the Closing Date Balance Sheet.

4.9            RETURNS, REFUNDS, etc.

               The Vendor and the Purchaser hereby agree that all returns,
refunds, rejected goods etc. will be dealt with as between the Vendor and the
Purchaser as set out in Schedule 19 hereto.

4.10           ACCESS TO RECORDS, CO-OPERATION OF PURCHASERS, etc.

               The Purchaser agrees that, for the purposes of Sections 4.6, 4.7,
4.8 and 4.9 hereof, the Vendor shall at all reasonable times and on reasonable
notice to the Purchaser have access to the accounts and records of the Business,
and will receive the full co-operation of the

<Page>

                                                                             16.

Purchaser and its officers and employees, so that the Vendor may satisfy itself
as to the amount of the Net Book Value of the Business and those other matters
referred to in those Sections. The Purchaser will provide to the Vendor such
assistance as the Vendor or its representatives may reasonably require in
connection with the proceedings relating to the Canon Claim (and any other Legal
Proceedings that may have involved or are within the knowledge of the Purchaser
or its officers or employees). Such assistance may without limitation include
making available any officers or employees of the Purchaser for interviews,
discovery, acting as a witness, cross-examination or attending trial for such
proceedings. The Purchaser shall be reimbursed for reasonable out-of-pocket
costs reasonably incurred by the Purchaser for the above, including a reasonable
amount to compensate the Purchaser if its officers or employees are required to
be absent from their duties with the Purchaser for an extended period. The
Vendor will indemnify the Purchaser and hold the Purchaser harmless from any
claim that Canon Canada Inc. may make against the Purchaser in respect of the
subject matter of the Canon Claim or any claim made by the other parties to
those matters described in Schedule 11 in respect of the subject matter thereof.

4.11           DUOCOM COHABITATION

               The Purchaser and the Vendor agree (and MCSi agrees on behalf of
Duocom, its wholly-owned subsidiary) that each of them will, if requested by the
other, allow the Purchaser as assignee of the Vendor and Duocom to continue the
present arrangements whereby either the Vendor sub-lets space from Duocom, or
Duocom sub-lets space from the Vendor as indicated on Schedule 4. Either the
Purchaser or Duocom may give notice to the other of them to terminate those
arrangements, such notice to be no less than 90 days unless agreed otherwise by
the Purchaser and Duocom. The terms of such arrangements will be negotiated in
good faith by the Purchaser and Duocom.

                                    ARTICLE 5
                                   LIABILITIES

5.1            ASSUMPTION OF LIABILITIES

               The Purchaser shall, from and after the Closing Date:

               (a)  assume, perform and fulfill all accounts payable of the
                    Business reflected in the Closing Date Balance Sheet;

               (b)  assume, perform and fulfil to the extent required thereunder
                    all obligations of the Vendor under the unfilled orders and
                    each of the agreements, contracts, licences and commitments
                    referred to in clause (e) of Section 3.1 and under the
                    Leases and the Personal Property Leases and any forward
                    commitments by the Vendor for supplies or materials entered
                    into in the ordinary course of the Business for use in the
                    Business;

               (c)  pay, satisfy, discharge, perform and fulfil all debts and
                    liabilities incurred in connection with the conduct of the
                    Business after the Effective Time;

<Page>

                                                                             17.

               (d)  assume all obligations relating to the Transferred Employees
                    in accordance with and subject to Section 12.1 hereof; and

               (e)  assume all obligations of the Vendor under the paper supply
                    agreement referred to in Section 15.1.6 and the
                    Azerty/United Agreement.

               Except for those matters set out above and as otherwise provided
for in this Agreement or in any other agreement to be entered into by the
Purchaser pursuant hereto, the Purchaser shall not be liable for any other
liabilities of the Business for the period prior to the Effective Time.

                                    ARTICLE 6
                            PAYMENT OF PURCHASE PRICE

6.1            PAYMENT OF THE PURCHASE PRICE

               The payment on account of the Purchase Price to be made on
Closing, shall be payable as follows:

               (a)  as to $4,000,000 by the delivery to the Vendor of a
                    promissory note (the "PROMISSORY NOTE") containing
                    substantially the principle terms set out in the form
                    attached hereto as Schedule 13;

               (b)  as to 80% of the difference between the Orderly Liquidation
                    Value of the Printing Assets and the Appraised Fair Market
                    Value of the Printing Assets by the addition of such amount
                    to the principal amount of the Promissory Note referred to
                    in (a) above. Prior to Closing, the Purchaser shall provide
                    the Vendor with a copy of the appraisal provided to its
                    bank, failing which, no addition shall be made to the
                    principal amount of the Promissory Note as provided for
                    above and any amount that would otherwise be added to the
                    Promissory note will be included in the payment under
                    paragraph (d) below; and

               (c)  as to an amount equal to the Assumed Liabilities to be
                    assumed by the Purchaser as provided in Section 5.1 (such
                    amount being the amount shown as the book value of the
                    liabilities of the Business on the balance sheet to be
                    attached as Schedule 2 showing the Estimated Net Book Value
                    of the Business as the same is agreed to by the Purchaser
                    and the Vendor, as provided for in Section 4.2), by the
                    assumption thereof by the Purchaser; and

               (d)  as to the balance, by certified cheque or bank draft payable
                    at par in Toronto (or, at the option of the Vendor, by wire
                    transfer) to the Vendor or as it may in writing direct.

<Page>

                                                                             18.

                                    ARTICLE 7
                  REPRESENTATIONS AND WARRANTIES OF THE VENDOR

7.1            REPRESENTATIONS AND WARRANTIES OF THE VENDOR

               The Vendor hereby represents and warrants to the Purchaser as
follows and acknowledges that the Purchaser is relying on such representations
and warranties in connection with the transactions herein contemplated:

7.1.1          Incorporation, Organization and Qualification of the Vendor

               The Vendor is a corporation duly incorporated or continued and
subsisting under the laws of Canada. No proceedings have been instituted or are
pending for the dissolution or liquidation of the Vendor. The Vendor has the
necessary corporate power, authority and capacity to own or lease the Purchased
Assets and to carry on the Business as now being conducted by it and is
qualified to carry on the Purchased Business under the laws of Ontario, Quebec,
Manitoba, Alberta and British Columbia, being the only jurisdictions in which
the nature of the Business as carried on by the Vendor or the Purchased Assets
owned or leased by it makes such qualification necessary, or where failure to be
so qualified would not have a material adverse effect on the Business.

7.1.2          Due Authorization of Agreement

               The Vendor has the necessary corporate power, authority and
capacity to enter into this Agreement, to sell the Purchased Assets to the
Purchaser as herein contemplated and to perform its other obligations hereunder.
The execution and delivery of this Agreement and the completion of the
transactions herein contemplated have been duly and validly authorized by all
necessary corporate action on behalf of the Vendor and this Agreement has been
duly and validly executed and delivered by the Vendor and is a valid and binding
obligation of the Vendor enforceable against the Vendor in accordance with its
terms.

7.1.3          Conflicting Instruments

               The entering into of this Agreement by the Vendor, the
performance by the Vendor of its obligations hereunder and the completion of the
transactions herein contemplated do not and will not conflict with or result in
the breach or violation of any of the terms and provisions of (i) the constating
documents or by-laws of the Vendor, (ii) subject to obtaining any consent,
approval, permit or acknowledgement which may be required thereunder in
connection with the completion of the transactions herein contemplated, any
licence or registration or any agreement, contract or commitment which the
Vendor is a party to or bound by or subject to, or (iii) any law or regulation,
domestic or foreign, or any judgment, decree, injunction, ruling, order or award
of any Tribunal.

7.1.4          Options

               Other than the Purchaser under this Agreement (or as otherwise
disclosed in this Agreement), has any agreement or option or any right capable
of becoming an agreement or

<Page>

                                                                             19.

option for the purchase from the Vendor of or any part of the Purchased Assets,
other than pursuant to purchase orders accepted by the Vendor in the ordinary
course of the Business.

7.1.5          Title to Purchased Assets

               At the Time of Closing, the Vendor will be the owner of the
Purchased Assets free of any Encumbrance (except for (i) the Encumbrances
identified on Schedule 18 which are not to be released at Closing as shown
thereon and (ii) the interest of the lessors under the Leases or the Personal
Property Leases), and the Vendor will be exclusively entitled to possess and
dispose of the same.

7.1.6          Accuracy of Books and Records

               To the Vendor's knowledge, the books and records, accounting,
financial or otherwise, of the Vendor relating to the Business fairly and
correctly set out and disclose in all material respects the financial position
of the Business as at the date hereof and all material financial transactions of
the Vendor relating to the Business have been accurately recorded in such books
and records.

7.1.7          Financial Statements

               The Financial Statements have been prepared in accordance with
GAAP insofar as such principles are applicable to preparation of divisional
statements and consistent with the policies and practices used for previous
periods and present fairly:

               (a)  all of the assets, liabilities and the financial condition
                    of the Business as at October 31, 2001; and

               (b)  the revenues, earnings and results of operations of the
                    Business for the month period ended on the October 31, 2001.

               The Estimated Net Book Value of the Business has been prepared in
accordance with, and on a consistent basis with, the accounting policies used in
the preparation of the Financial Statements.

7.1.8          Business Carried on in Ordinary Course

               To the Vendor's knowledge, since October 31, 2001, the Business
has been carried on in the ordinary course, and the Vendor has not, since
October 31, 2001, sold or otherwise disposed of any of its property or assets
relating to the Business except in the ordinary course.

7.1.9          Employment and Employee Benefit Matters

               (a)  Except as set forth and described in Schedule 9, the Vendor
                    is not:

<Page>

                                                                             20.

                    (i)    a party to or bound by or subject to any agreement or
                           arrangement with respect to Employee Benefits
                           relating to employees of the Business;

                    (ii)   a party to or bound by or subject to any agreement or
                           arrangement with any labour union or employee
                           association relating to employees of the Business
                           and, to the knowledge of the Vendor, has made no
                           commitment to or conducted any negotiation or
                           discussion with any labour union or employee
                           association with respect to any future agreement or
                           arrangement relating to employees of the Business;
                           and

                    (iii)  required to recognize any labour union or employee
                           association representing employees of the Business or
                           any agent having bargaining rights for employees of
                           the Business and, to the knowledge of the Vendor,
                           there is no current attempt to organize or establish
                           any labour union or employee association with respect
                           to employees of the Business;

               (b)  The Business has a total of 139 full-time and 10 part-time
                    employees, of which 8 are on leave of absence. The names of
                    such individuals, their date of hire with the Vendor or, to
                    the knowledge of the Vendor, a predecessor of the Vendor to
                    the Business, their employment positions with the Vendor and
                    the Employee Benefits to which they are entitled are set
                    forth and described in Schedule 9.

               (c)  Except for the Group RRSP identified in item 17 on Schedule
                    9 hereto, the Vendor does not have any pension or retirement
                    plan for the employees of the Business.

7.1.10         Material Contacts

               The Vendor is not a party to or bound by or subject to any
material agreement, contract or commitment, written or oral, of any nature or
kind relating to the Business except for:

               (a)  forward commitments by the Vendor for supplies or materials
                    entered into in the ordinary course of the Business for use
                    in the Business;

               (b)  the Personal Property Leases;

               (c)  the Leases;

               (d)  employment and other agreements or commitments and benefit
                    plans identified on Schedule 9; and

               (e)  those other agreements, contracts, licences or commitments
                    disclosed in Schedule 8 or in any other Schedule hereto.

<Page>

                                                                             21.

For the purpose hereof, material contract, agreement or commitment means any
contract, agreement or commitment that has more than three months to run or
under which the obligations of the Vendor exceed $50,000 individually.

7.1.11         Status of Agreements

               Each of the Leases and the Personal Property Leases and each of
the agreements, contracts, licences and commitments which the Vendor is a party
to or bound by or subject to relating to the Business referred to in clause (e)
of Section 3.1 is valid and subsisting and in good standing, there is no default
thereunder by the Vendor or, to the knowledge of the Vendor, any other party
thereto, and, to the best of the knowledge of the Vendor, there are no facts
which, after notice or lapse of time or both, would constitute such a default.
The Vendor is entitled to all rights and benefits under each of such agreements,
contracts, licences and commitments.

7.1.12         [INTENTIONALLY DELETED]

7.1.13         Environmental Matters

               (a)  The Vendor is not in violation of, and has not violated, in
                    connection with the operations of the Business any
                    applicable federal, provincial, municipal or local laws,
                    regulations, orders, policies or guidelines, permits,
                    licences, certificates or approvals, domestic or foreign, of
                    any governmental authorities ("ENVIRONMENTAL LAWS") relating
                    to the protection of the environment, occupational health
                    and safety, or the manufacturing, processing, distribution,
                    use, treatment, storage, disposal, discharge, packaging,
                    transport, handling, containment, clean-up or other
                    remediation or corrective action of any pollutants,
                    contaminants, chemicals or industrial, toxic or hazardous
                    wastes or substances ("HAZARDOUS SUBSTANCES").

               (b)  The Vendor has not used or permitted to be used, except in
                    compliance with all Environmental Laws, any of its
                    properties or facilities used in connection with the
                    Business to generate, manufacture, process, distribute, use,
                    treat, store, dispose of, transport or handle any Hazardous
                    Substance.

               (c)  Except as disclosed in Schedule 12, and with respect to
                    those matters related to the Environmental Remediation, the
                    Vendor has not caused or permitted, nor to the knowledge of
                    the Vendor has there been, any, release, emission, spill or
                    discharge, in any manner whatsoever, of any Hazardous
                    Substance on, in, around, from or in connection with any of
                    the properties or assets used in the Business. Except as
                    disclosed in Schedule 12, all Hazardous Substances and all
                    other wastes and other materials and substances used in
                    whole or in part by the Vendor or resulting from the
                    Business have been disposed of, treated and stored by the
                    Vendor in compliance with all Environmental Laws.

               (d)  There are no orders, rulings or directives issued, pending
                    or to the Vendor's knowledge threatened against the Vendor
                    under or pursuant to

<Page>

                                                                             22.

                    any Environmental Laws requiring any work, repairs,
                    construction or capital expenditures with respect to the
                    operation of the Business.

7.1.14         Intellectual Property

               Except as disclosed in Schedule 10, the use of the Intellectual
Property by the Vendor in conducting the Business and the conduct of the
Business by the Vendor do not in any material respect infringe upon or breach
any intellectual property rights of any other Person and the Vendor is not aware
of any infringement or violation by any other Person of the rights of the Vendor
to the Intellectual Property.

7.1.15         Legal Proceedings

               Except as set forth and described in Schedule 11, there is no
Legal Proceeding (whether or not purportedly on behalf of the Vendor) in
progress or pending or, to the knowledge of the Vendor, threatened against or
affecting the Vendor relating to the Business or the Purchased Assets at law or
in equity or before or by any Tribunal, which Legal Proceeding involves the
possibility of any judgment or other liability of the Vendor not fully covered
by insurance. To the knowledge of the Vendor, except as set forth and described
in Schedule 11, there are no grounds on which any such Legal Proceeding might be
commenced with any reasonable likelihood of success. The Vendor has not received
notice of any judgment, decree, injunction, ruling, order or award of any
Tribunal outstanding against or affecting the Vendor relating to the Business or
the Purchased Assets.

7.1.16         Compliance with Applicable Laws

               The Vendor has conducted and is conducting the Business in
compliance in all material respects will all applicable laws, rules and
regulations of each jurisdiction, domestic or foreign, in which the Business is
carried on, is not in breach of any of such laws, rules or regulations, except
for non-compliance or breaches which in the aggregate are not material.

7.1.17         Residence of Vendor; GST Status

               The Vendor is not a non-resident of Canada within the meaning of
the INCOME TAX ACT (Canada). The Vendor is registered for purposes of the GST
Legislation and will provide its registration number to the Purchaser prior to
Closing.

7.1.18         Assets, etc. of Vendor and Affiliates

               The Vendor, together with its Affiliates, do not have assets in
Canada or annual gross revenues from sales in, from or into Canada which exceed
$300 million.

7.1.19         Disclosure

               The representations and warranties of the Vendor included in this
Agreement and in any agreement, certificate, affidavit, statutory declaration or
other document delivered or given pursuant to this Agreement are true and
correct and do not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements contained in such

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                                                                             23.

representations and warranties not misleading to a prospective purchaser of the
Purchased Assets.

7.2            NO OTHER REPRESENTATIONS AND WARRANTIES

               Except for the representations and warranties set forth in this
Article 7, the Vendor makes no further representations or warranties to the
Purchaser, whether express or implied, statutory or otherwise, with respect to
the Purchased Assets or the Business.

                                   ARTICLE 8
                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

8.1            REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

               The Purchaser hereby represents and warrants to the Vendor as
follows and acknowledges that the Vendor is relying on such representations and
warranties in connection with the transactions herein contemplated:

8.1.1          Incorporation, Organization and Authority of the Purchaser Due
               Authorization of Agreement and Enforceability of Obligations

               The Purchaser is a corporation duly incorporated or continued and
subsisting under the laws of Canada and has the necessary corporate power,
authority and capacity to enter into this Agreement, to purchase the Purchased
Assets from the Vendor as herein contemplated and to perform its other
obligations hereunder. The execution and delivery of this Agreement and the
completion of the transactions herein contemplated have been duly and validly
authorized by all necessary corporate action on behalf of the Purchaser and this
Agreement has been duly and validly executed and delivered by the Purchaser and
is a valid and binding obligation of the Purchaser enforceable against the
Purchaser in accordance with its terms.

8.1.2          Conflicting Instruments, etc.

               The entering into of this Agreement by the Purchaser, the
performance by the Purchaser of its obligations hereunder and the completion of
the transactions herein contemplated do not and will not conflict with or result
in the breach or violation of any of the terms and provisions of (i) the
constating documents or by-laws of the Purchaser, (ii) any licence or
registration or any agreement, contract or commitment which the Purchaser is a
party to or bound by or subject to, or (iii) any law or regulation, domestic or
foreign, or any judgment, decree, injunction, ruling, order or award of any
Tribunal.

8.1.3          Knowledge of Matters

               The Purchaser has no knowledge that any representation or
warranty made by the Vendor contained in this Agreement or in any agreement,
certificate, affidavit, statutory declaration or other document delivered or
given pursuant to this Agreement is false or inaccurate in any material respect.

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                                                                             24.

8.1.4          GST Status

               The Purchaser will prior to Closing be registered for purposes of
the GST Legislation and will prior to Closing provide its registration number to
the Vendor.

8.1.5          Assets etc, of Purchaser and Affiliates

               The Purchaser, together with its Affiliates, do not have assets
in Canada or any gross revenues from sales in, from or into Canada that exceed
$50 million.

8.1.6          Investment Canada Act

               The Purchaser is not a non-Canadian within the meaning of the
INVESTMENT CANADA ACT (Canada).

                                    ARTICLE 9
                   SURVIVAL OF REPRESENTATIONS AND WARRANTIES

9.1            SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF THE VENDOR

               The representations and warranties of the Vendor contained in
this Agreement and in any agreement, certificate, affidavit, statutory
declaration or other document delivered or given pursuant to this Agreement
shall survive the Closing and, notwithstanding such Closing or any investigation
made by or on behalf of the Purchaser with respect thereto, shall continue in
full force and effect for the benefit of the Purchaser; provided, however, that
no claim in respect thereof shall be valid unless it is made within two (2)
years from the Closing Date and in accordance with the provisions set forth in
Article 17 and, upon the expiry of such limitation period referred to above, the
Vendor shall have no further liability to the Purchaser with respect to any of
such representations and warranties, except in respect of claims which have
theretofore been made in accordance with the provisions set forth above.
Notwithstanding the foregoing, the Vendor shall not be liable for any breach of
its representations and warranties hereunder if the Purchaser had knowledge at
the Effective Time of the matter constituting such breach.

9.2            SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

               The representations and warranties of the Purchaser contained in
this Agreement or in any agreement, certificate, affidavit, statutory
declaration or other document delivered or given pursuant to this Agreement
shall survive the Closing and, notwithstanding such Closing or any investigation
made by or on behalf of the Vendor with respect thereto, shall continue in full
force and effect for the benefit of the Vendor; provided, however, that no claim
in respect thereof shall be valid unless it is made within a period of two (2)
year from the Closing Date and in accordance with the provisions set forth in
Article 17 and, upon the expiry of such limitation period, the Purchaser shall
have no further liability to the Vendor with respect to any of such
representations or warranties, except in respect of claims which have
theretofore been made in accordance with the provisions set forth above.

<Page>

                                                                             25.

                                   ARTICLE 10
                             COVENANTS OF THE VENDOR

10.1           COVENANTS OF THE VENDOR

               The Vendor hereby covenants and agrees with the Purchaser as
follows:

10.1.1         Consents, etc.

               Commencing forthwith after the date hereof the Vendor shall use
commercially reasonable efforts to obtain at or prior to the Time of Closing all
necessary and material consents, approvals, permits and acknowledgements which
may be required in connection with the completion of the transactions herein
contemplated.

10.1.2         Conduct of the Business

               (a)  Between the date hereof and the Time of Closing the Vendor
                    shall:

                    (i)    cause the Business to be carried on in the ordinary
                           course;

                    (ii)   use commercially reasonable best efforts to preserve
                           the Business and the goodwill of suppliers, customers
                           and others having relations with the Business; and

                    (iii)  use commercially reasonable best efforts to retain
                           the services of the present employees of Business.

10.1.3         Delivery of Non-Competition Agreement

               The Vendor shall execute and deliver to the Purchaser at the Time
of Closing a non-competition agreement substantially containing the general
terms of the agreement annexed hereto as Schedule 12.

10.1.4         Section 6 (RETAIL SALES TAX ACT (Ontario)) Certificate

               Forthwith upon the execution of this Agreement the Vendor shall
apply for and, when received, deliver to the Purchaser a certificate issued by
the Minister of Revenue pursuant to Section 6 of the Retail Sales Tax Act
(Ontario), which certificate(s) shall indicate that the Vendor has paid all
taxes collectable or payable under the said Act in respect of the Business up to
the Closing Date or has entered into an arrangement satisfactory to the said
Minister for the payment of such taxes.

10.1.5         Arrangement re: Cheques, Payments, etc.

               The Vendor shall make arrangements at the Time of Closing,
satisfactory to the Purchaser, to ensure that all cheques or other payments
received by the Vendor from and after the Time of Closing which relate to the
Accounts Receivable shall be endorsed over without recourse and delivered to the
Purchaser.

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                                                                             26.

10.1.6         Arrangement re: Domain Names, Telephone and Fax Numbers, etc.

               The Vendor will use commercially reasonable efforts to transfer
to the Purchaser the rights in the domain name(s), telephone and fax numbers
identified in Section 3.1(k). The Vendor, MCSi and the Purchaser will also in
good faith take reasonable steps and enter into agreements (including if
necessary with any Affiliate of MCSi) so that, subject to the agreement referred
to in Section 10.1.8, the Purchaser is the owner, or has the perpetual right to
use the intellectual property comprising the Websites.

10.1.7         Arrangements with Azerty/United

               The Vendor will use reasonable commercial efforts so that at the
Effective Time, the remaining rights and obligations of the Vendor under the
Azerty/United Logistics Agreement will be assigned and assumed by the Purchaser.
The Vendor and the Purchaser agree that Azerty/United will confirm in writing
that the moving of the Vendor's inventory and the transition of certain
distribution operations to the Brampton Warehouse of Azerty/United as provided
for in the Azerty/United Logistics Agreement is not to take place, failing
which, except for the payment of the fees of the Purchaser as provided for in
Section 19.7, the Vendor and the Purchaser shall have no other obligations to
each other hereunder.

10.1.8         Arrangements re: B2B website, etc.

               At Closing, MCSi will enter into an agreement with the Purchaser
with respect to the B2B Component of the Websites generally upon the terms set
out in Schedule 20 hereto.

10.1.9         Transitional Use of MCSi Name

               The Vendor agrees that, for a period of 120 days following
Closing, the Purchaser will be entitled to continue to sell existing products
using the name "MCSi," and "MCSi Canada". The Vendor and the Purchaser will
enter into an agreement with respect to such use (which may include a license to
the Purchaser to use such name) on such terms reasonably required by the Vendor.
Such arrangements will also provide for the removal of reference to "MSCi" and
"MCSi Canada" from the Websites and the cleansing of the Websites of such
references for the purpose of selling product and any other proper purpose for
the operation of the Business.

10.1.10        Investigations, etc.

               Between the date hereof and Closing, the Vendor shall permit the
Purchaser and its advisors and representatives of its bankers to make such
investigations of the Business and the Purchased Assets as the Purchaser
reasonably deems necessary or desirable for the purpose of the Purchase
Financing; provided that such investigations shall be carried out without undue
interference with the operations of the Business and the Vendor shall co-operate
fully in facilitating such investigations and shall furnish copies, at the
Purchaser's cost, of all such documents and materials relating to such matters
as may be reasonably requested by or on behalf of the Purchaser or its banker
for such purpose. The Purchaser shall take reasonable steps to ensure that any
material provided to its bankers shall be kept confidential.

<Page>

                                                                             27.

10.1.11        Environmental Remediation

               The Purchaser and the Vendor acknowledge that, under the terms of
the 1998 Purchase Agreement, Abitibi-Consolidated Inc. and Axidata Inc. (now
Abitibi-Consolidated Canadian Office Products Holdings Inc. and collectively
with Abitibi-Consolidated Inc. "ABITIBI") accepted full responsibility for the
Environmental Remediation and agreed to indemnify and hold the Vendor harmless
with respect to any liability associated therewith. In the event that the
Purchaser incurs any liability with respect to the Environmental Remediation
after Closing, the Vendor agrees to indemnify and hold the Purchaser harmless
from such liability (including without limitation legal costs) and agrees that
it will claim over against Abitibi for the amount that the Vendor is liable to
indemnify the Purchaser for hereunder. The amount that the Purchaser is entitled
to receive by way of indemnification hereunder shall not exceed the amount that
the Vendor ultimately receives from Abitibi, net of costs and expenses incurred
by the Vendor in pursuing the claim against Abitibi.

10.1.12        Compu-Redi Trade-mark/Axidata.com Domain Name

               The Vendor agrees to use reasonable commercial efforts to obtain
from Abitibi the assignment to the Vendor of the registrations of the trademark
COMPU-REDI and the "Axidata.com" domain name, such obligation to survive Closing
if not fulfilled by the Effective Time and the Purchaser waives the condition in
Section 14.1.5. All of the rights and interest in the above trade-mark and
domain name are included in the Purchased Assets.

                                   ARTICLE 11
                           COVENANTS OF THE PURCHASER

11.1           COVENANTS OF THE PURCHASER

               The Purchaser hereby covenants and agrees with the Vendor as
follows:

11.1.1         Taxes

               For a period of six years after Closing the Purchaser shall
furnish or cause to be furnished to the Vendor, upon request, as promptly as
practicable, such information (including access to books and records) and
assistance relating to the Business or the Purchased Assets as is reasonably
necessary for the filing by the Vendor of any Tax Return, for the preparation
for any audit or for the prosecution or defense of any Legal Proceeding or
proposed adjustment relating to Taxes of the Vendor or the Purchaser relating to
the Business or the Purchased Assets.

11.1.2         Maintenance and Access to Records

               The Purchaser agrees that it will retain all books and records
and any other documents, information and files relating to the Business or the
Purchased Assets delivered to it by the Vendor and relating to any period ending
on or prior to the Closing Date for a period of at least six years following the
Closing Date. So long as such books and records and such other documents,
information and files are retained by the Purchaser, the Vendor or its
authorized representatives shall have reasonable access thereto in connection
with the affairs of the Vendor,

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                                                                             28.

including without limitation, as may be reasonably required for the purpose of
this Agreement or any other arrangements between the Vendor and the Purchaser.

11.1.3         Delivery of Non-Competition Agreement

               The Purchaser shall execute and deliver to the Vendor at the Time
of Closing a non-competition agreement in the form of the unexecuted
non-competition agreement annexed hereto as Schedule 12.

11.1.4         Assistance to Vendor

               The Purchaser will provide assistance to and fully co-operate
with the Vendor in obtaining all necessary consents, approvals and
acknowledgements as referred to in Section 10.1.1 and, to the extent agreed to
by the other parties to any contract and agreements to be assumed by the
Purchaser hereunder (including, without limitation, the Leases and the Personal
Property Leases), take reasonable steps to obtain releases from such other
parties of the obligations of the Vendor under such contracts or agreements.

11.1.5         Arrangement with Azerty/United

               The Purchaser will use reasonable commercial efforts so that,
effective at the Effective Time, the Purchaser will assume the obligations of
the Vendor under the Azerty/United Logistics Agreement as provided for in, and
subject to the last sentence of, Section 10.1.7.

11.1.6         Arrangement re: Transitional Use of MCSi Name, etc.

               The Purchaser agrees to enter into the agreement with the Vendor
relating to the transitional use of the MCSi name as provided for in Section
10.1.9.

11.1.7         Environmental Remediation

               The Purchaser agrees to assist and cooperate with the Vendor and
Abitibi in complying with the Vendor's obligation under Section 8.5 of the 1998
Purchase Agreement, provided that the Purchaser is reimbursed for any
out-of-pocket costs associated therewith.

                                   ARTICLE 12
                                EMPLOYEE MATTERS

12.1           EMPLOYEES AND TRANSFERRED EMPLOYEES

               (a)  Subject to the Closing taking place as herein contemplated,
                    the Purchaser shall offer employment, commencing the day
                    following the Effective Time, to each of the employees of
                    the Business (which, for the avoidance of doubt, includes
                    any such employees on disability, maternity, sickness or
                    other leave of absence), on substantially the same terms and
                    conditions as to Employee Benefits (recognising that the
                    Purchaser will not duplicate the Miami Computer Supply
                    Corporation Stock Option Plan or Employee Stock Purchase
                    Plan referred to in Schedule 9) as were in effect on the

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                                                                             29.

                    Effective Time. Except as set out in (c) below, the
                    Purchaser shall assume and shall indemnify the Vendor from
                    and against any and all obligations with respect to the
                    Transferred Employees arising after the Effective Time and
                    shall recognize the service of the Transferred Employees for
                    all purposes including, without limitation, Employee
                    Benefits, as if they had been employed by the Purchaser
                    since their individual dates of hire by the Vendor or its
                    predecessors to the Business. Notwithstanding the foregoing,
                    the Vendor shall not be relieved of any liability including,
                    without limitation, liability for severance and termination
                    costs and for Employee Benefits in respect of any employee
                    who has not accepted the Purchaser's offer of employment as
                    aforesaid.

               (b)  All liabilities and costs in respect of employees of the
                    Business including premiums for employment insurance, Canada
                    Pension Plan, Quebec Pension Plan, employer health tax,
                    applicable statutory hospitalization insurance, workers'
                    compensation assessments, accrued wages, salaries and
                    commissions, vacation pay, employee benefit plan payments
                    and employee bonus and incentive payments will be adjusted
                    to the Closing Date and (unless any such adjustment form
                    part of the Assumed Liabilities) shall be for the account of
                    the Vendor to the extent they relate to the period up to and
                    including the Closing Date and of the Purchaser, in respect
                    of the Transferred Employees, to the extent they relate to
                    the period following the Closing Date.

               (c)  Notwithstanding the foregoing, the Vendor will be
                    responsible for one-half of any severance costs, up to a
                    maximum liability of the Vendor of $250,000 in the
                    aggregate, that are properly payable as a result of
                    constructive dismissal within 12 months following the
                    Closing Date of the employees of the Business who are
                    parties to the employment agreements identified by an "*" on
                    Schedule 9 hereto, and provided that such constructive
                    dismissal is a result of those matters referred to in Item 3
                    of the second paragraph of those agreements. The Purchaser
                    agrees that, while reserving its right to re-negotiate the
                    terms of employment of such employees, it will take
                    reasonable steps to persuade such employees to remain
                    employed by the Purchaser for at least one year following
                    closing.

                                   ARTICLE 13
                             BULK SALES LEGISLATION

13.1           BULK SALES COMPLIANCE

               The parties hereto believe that, assuming compliance with this
Agreement by both the Vendor and the Purchaser, it is both unnecessary for the
protection of the Vendor's creditors and impracticable to comply with the Bulk
Sales Legislation in the various jurisdictions in which the Purchased Assets are
located and the Purchaser therefore hereby waives compliance with the applicable
Bulk Sales Legislation. In the event that any creditor of the Vendor should make
any claim against either the Purchaser or the Purchased Assets which is wholly
or partially based on

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                                                                             30.

the premise that the sale of the Purchased Assets did not conform in any
particular to the requirements of the Bulk Sales Legislation of any such
jurisdiction, the Vendor agrees to indemnify and save the Purchaser harmless
from and against any claim for principal, interest and costs, including
reasonable legal and accounting fees, whether or not the claim is ultimately
proved to be well founded, except to the extent that the claim relates to an
Assumed Liability.

                                   ARTICLE 14
                        PURCHASER'S CONDITIONS OF CLOSING

14.1           CONDITIONS FOR THE BENEFIT OF THE PURCHASER

               The transactions herein contemplated, including the sale and
purchase of the Purchased Assets in accordance with the terms of this Agreement,
are subject to the following conditions, each of which is hereby declared to be
for the exclusive benefit of the Purchaser. Each of such conditions is to be
fulfilled and/or performed at or prior to the Time of Closing. The Vendor agrees
to use commercially reasonable efforts to cause each of such conditions to be
fulfilled and/or performed at or prior to the Time of Closing.

14.1.1         Truth of Representations and Warranties of the Vendor

               The representations and warranties of the Vendor contained in
this Agreement and in any agreement, certificate or other document delivered or
given pursuant to this Agreement (including, without limitation, the
representations and warranties set forth in Article 7) shall in all material
respects be true and correct on the date hereof and at the Time of Closing with
the same force and effect as if such representations and warranties had been
made on and as of each of such times. The Vendor shall deliver to the Purchaser
at the Time of Closing a certificate to such effect and to the effect that as of
the Closing Date each of the conditions set forth in this Article 14 have been
complied with.

14.1.2         Performance of Covenants, etc, by the Vendor

               The Vendor shall have performed all obligations, covenants and
agreements contained in this Agreement to be performed by the Vendor at or prior
to the Time of Closing including, without limitation, the covenants set forth in
Article 10.

14.1.3         Legal Opinion

               A legal opinion of Messrs. Fraser Milner Casgrain LLP dated the
Closing Date substantially following the form of opinion given by that firm in
respect of the sale of the Azerty business of the Vendor to Azerty/United on
July 5, 2000 shall have been received by the Purchaser at the Time of Closing.

14.1.4         Consents, etc.

               There shall have been obtained from all appropriate Persons such
consents, approvals, permits and acknowledgements as may be required in
connection with the completion of the transactions herein with respect to those
Leases, Personal Property Leases, agreements, contracts, licences and
commitments identified on Schedules 4, 5 and 8 hereof as being subject

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                                                                             31.

to "Note 1" of the applicable Schedule or any consents, approvals, permits or
acknowledgments that the Vendor is entitled to under Section 15.1.3.

14.1.5         Compu-Redi and Axidata.com

               The registrations for the Canadian trade-mark COMPU-REDI and the
domain name "Axidata.com" shall be assigned to the Purchaser.

14.1.6         No Action Taken Restricting Sale

               No Legal Proceeding shall have been commenced or shall be pending
or threatened against the Vendor at law or in equity or before or by an Tribunal
which would affect the title of the Vendor to the Purchased Assets or would
enjoin, restrict or prohibit or would have the effect of preventing the
completion of the transactions herein contemplated, including the sale and
purchase of the Purchased Assets in accordance with the terms of this Agreement
or which might adversely affect the ability of the Vendor to enter into this
Agreement or to perform its obligations hereunder.

14.1.7         Purchase Financing

               The Purchaser shall have obtained the Purchase Financing to
enable the Purchaser to complete the purchase of the Purchased Assets. Provided
however, if at any time after December 14, 2001 the Vendor receives an
unsolicited offer from a Person acting at arm's length with the Vendor to
acquire the Business or the shares of the Vendor that the Vendor wishes to
accept, the Vendor shall be entitled to give written notice to the Purchaser
that the Purchaser has five (5) days in which to waive this condition. If the
Purchaser does not waive such condition within such five (5) day period, the
Vendor shall be free to accept such offer and, except for the payment of the
fees of the Purchaser as provided for in Section 19.7, the Vendor and the
Purchaser shall have no other obligations to each other hereunder.

14.2           NON-FULFILMENT OF CONDITIONS, etc. FOR THE BENEFIT OF THE
               PURCHASER

               In the event that any condition, obligation, covenant or
agreement of the Vendor to be fulfilled and/or performed hereunder at or prior
to the Time of Closing, including, without limitation, the conditions set forth
in this Article 14, shall not be fulfilled and/or performed at or prior to the
Time of Closing, the Purchaser may rescind this Agreement by notice to the
Vendor and in such event the Purchaser shall be released from all obligations
hereunder and, unless the Purchaser can show that the one or more conditions,
obligations, covenants or agreements for the non-fulfilment or non-performance
of which the Purchaser has rescinded this Agreement is or are reasonably capable
of being fulfilled and/or performed or caused to be fulfilled and/or performed
by the Vendor, then the Vendor shall also be released from all obligations
hereunder; provided, however, that any of the said conditions, obligations,
covenants or agreements may be waived in whole or in part by the Purchaser
without prejudice to the Purchaser's right of rescission in the event of the
non-fulfilment and/or non-performance of any other condition, obligation,
covenant or agreement, any such waiver to be binding on the Purchaser only if
the same is in writing.

<Page>

                                                                             32.

                                   ARTICLE 15
                         VENDOR'S CONDITIONS OF CLOSING

15.1           CONDITIONS FOR THE BENEFIT OF THE VENDOR

               The transactions herein contemplated, including the sale and
purchase of the Purchased Assets in accordance with the terms of this Agreement,
are subject to the following conditions, each of which is hereby declared to be
for the exclusive benefit of the Vendor. Each of such conditions is to be
fulfilled and/or performed at or prior to the Time of Closing. The Purchaser
covenants and agrees to use commercially reasonable efforts to cause each of
such conditions to be fulfilled and/or performed at or prior to the Time of
Closing.

15.1.1         Truth of Representations and Warranties of the Purchaser

               The representations and warranties of the Purchaser contained in
this Agreement in any agreement, certificate or other document delivered or
given pursuant to this Agreement (including, without limitation, the
representations and warranties set forth in Article 8) shall be true and correct
in all material respects on the date hereof and at the Time of Closing with the
same force and effect as if such representations and warranties had been made on
and as of each of such times. The Purchaser shall deliver to the Vendor at the
Time of Closing a certificate to that effect and to the effect that as of the
Closing Date each of the conditions set forth in this Article 15 has been
complied with.

15.1.2         Performance of Covenants, etc. by the Purchaser

               The Purchaser shall have performed all obligations, covenants and
agreements contained in this Agreement to be performed by it at or prior to the
Time of Closing, including, without limitation, the covenants set forth in
Article 11.

15.1.3         Consents, etc.

               There shall have been obtained from all appropriate Persons such
consents, approvals, permits and acknowledgements as may be required in
connection with the completion of the transactions herein contemplated where the
failure to obtain such consent, approval, permit or acknowledgement could expose
the Vendor to material damages.

15.1.4         No Action Taken Restricting Sale

               No Legal Proceeding shall have been commenced or shall be pending
or threatened against the Vendor at law or in equity or before or by any
Tribunal which would adversely affect the title of the Vendor to the Purchased
Assets or would enjoin, restrict or prohibit or would have the effect of
preventing the completion of the transactions herein contemplated, including the
sale and purchase of the Purchased Assets in accordance with the terms of this
Agreement or which might adversely affect the ability of the Vendor to enter
into this Agreement and to perform its respective obligations hereunder.

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                                                                             33.

15.1.5         General Security Agreement

               On Closing, the Purchaser will deliver to the Vendor, as security
for the payment of the Promissory Note and any other indebtedness or obligations
of the Purchaser to the Vendor, a general security agreement in form and
substance satisfactory to the Vendor, acting reasonably, containing a fixed and
floating charge over all the assets and property of the Purchaser ranking second
only to any security interest of the Purchaser's bank and subject to the same
permitted encumbrances as in such bank's security documents. Such general
security agreement will be in such form as may be reasonably required by the
Vendor and will, without limitation to the generality of the foregoing, contain
the customary terms, conditions and covenants required by an arm's length
lender, including without limitation that the Vendor will be provided with
monthly financial statements of the Purchaser.

15.1.6         Legal Opinion

               A legal opinion of Messrs. Cassels Brock & Blackwell LLP dated
the Closing Date substantially following the form to be provided by Fraser
Milner Casgrain LLP under Section 14.1.3 (but relating to the Purchaser) as
reasonably required by the Vendor shall have been received by the Vendor at the
Time of Closing.

15.1.7         Paper Supply Agreement

               The Purchaser shall have either (i) taken an assignment of and
assume all of the obligations of the Vendor under the Paper Supply Agreement
dated July 5, 2000 entered into between the Vendor and Azerty/United, or (ii) if
Azerty/United shall not give its approval to such assignment and assumption,
enter into an agreement with the Vendor whereby the obligations of the Vendor
under such Paper Supply Agreement will be fulfilled under sub-contract by the
Purchaser on identical terms, including financial terms, it being the intent of
the parties hereto that the Vendor shall be able to fulfil its obligations under
with Paper Supply Agreement without incurring any additional or incremental
cost. Provided the Purchaser has taken reasonable commercial steps to enforce
payment, MCSi shall indemnify the Purchaser for any default in payment by
Azerty/United (and any reasonable costs related thereto) under the Paper Supply
Agreement.

15.1.8         Resignations

               On Closing, the directors and officers of the Vendor who are or
who become directors, officers or employees of the Purchaser shall resign from
their position as directors and/or officers of the Vendor.

15.2           NON-FULFILMENT OF CONDITIONS ETC. FOR THE BENEFIT OF THE VENDOR

               In the event that any condition, obligation, covenant or
agreement of the Purchaser to be fulfilled and/or performed hereunder at or
prior to the Time of Closing, including, without limitation, the conditions set
forth in this Article 15, shall not be fulfilled and/or performed at or prior to
the Time of Closing, the Vendor may rescind this Agreement by notice to the
Purchaser and in such event the Vendor shall be released from all obligations
hereunder and, unless the Vendor can show that the one or more conditions,
obligations,

<Page>

                                                                             34.

covenants or agreements for the non-fulfilment or non-performance of which the
Vendor has rescinded this Agreement is or are reasonably capable of being
fulfilled and/or performed or caused to be fulfilled and/or performed by the
Purchaser, then the Purchaser shall also be released from all obligations
hereunder; provided, however, that any of the said conditions, obligations,
covenants or agreement may be waived in whole or in part by the Vendor without
prejudice to its right of rescission in the event of the non-fulfilment and/or
non-performance of any other condition, obligation, covenant or agreement, any
such waiver to be binding upon the Vendor only if the same is in writing.

                                   ARTICLE 16
                              CLOSING ARRANGEMENTS

16.1           DATE, TIME AND PLACE OF CLOSING

               The Closing shall take place at the Time of Closing on the
Closing Date at the offices of Fraser Milner Casgrain LLP, 42nd Floor, 1 First
Canadian Place, Toronto, Ontario or at such other time, on such other date
and/or at such other place as may be agreed upon by the parties hereto.

16.2           CLOSING ARRANGEMENTS

               At the Time of Closing and subject to the fulfilment of all the
terms and conditions set forth in this Agreement which have not been waived in
writing by the parties hereto, respectively:

16.2.1         Purchase and Sale of Purchased Assets

               The Vendor shall sell to the Purchaser the Purchased Assets and
the Purchaser shall purchase the Purchased Assets from the Vendor and assume the
Assumed Liabilities and otherwise pay and satisfy the Purchase Price, all as
herein provided.

16.2.2         Delivery of Closing Documents

               The Vendor shall deliver to the Purchaser all deeds, conveyances,
bills of sale, assurances, transfers, assignments and consents (including all
necessary consents, approvals, to the assignment of the Leases, Personal
Property Leases and the contracts, agreements and commitments referred to in
clause (c) of Section 3.1) and any other documents as shall be necessary or
reasonably required to effectively transfer the Purchased Assets to the
Purchaser free of any Encumbrance except as specifically provided in this
Agreement, including the Schedules hereto.

16.2.3         Actual Possession

               The Vendor shall deliver actual possession of the Purchased
Assets to the Purchaser.

<Page>

                                                                             35.

16.2.4         Payment of Purchase Price

               Upon the fulfilment of the foregoing provisions of this Article
16 and subject to all the other terms and conditions contained in this Agreement
being complied with, the Purchaser shall pay and satisfy the Purchase Price in
the manner specified in Article 6.

16.2.5         Tender

               Any tender of documents or money may be made on the party or
parties designated to receive such documents or money or their respective legal
counsel.

                                   ARTICLE 17
                                 INDEMNIFICATION

17.1           INDEMNIFICATION BY VENDOR

               (a)  Subject to Section 17.6, in the event that the transactions
                    herein contemplated are completed at the Closing, the Vendor
                    hereby agrees to indemnify and hold the Purchaser harmless
                    from and against any loss, damage, claim, Legal Proceeding,
                    deficiency or expense, including all out-of-pocket costs,
                    and including, without limitation, all reasonable legal and
                    accounting fees, relating to, arising from or in connection
                    with the following matters:

                    (i)    any misrepresentation or breach of any warranty,
                           obligation, covenant or agreement of the Vendor
                           contained in this Agreement or in any agreement,
                           certificate, affidavit, statutory declaration or
                           other document delivered or given pursuant to this
                           Agreement;

                    (ii)   any assertion against the Purchaser of any claim or
                           liability relating to the Business which arises from
                           a liability of the Business or the operation of the
                           Business by the Vendor and is not part of the Assumed
                           Liabilities;

                    (iii)  non-compliance with any applicable Bulk Sales
                           Legislation, except for any loss, damage, claim,
                           Legal Proceeding, deficiency or expense resulting
                           from the failure of the Purchaser to pay or discharge
                           in due course those liabilities of the Purchased
                           Business to be assumed by the Purchaser as provided
                           in Section 5.1; and

                    (iv)   any claims (including claims for severance, notice of
                           termination, breach of contract, constructive
                           dismissal or damages in connection therewith)
                           relating to the employment of any of the employees of
                           the Business or the termination of any of such
                           employees by the Vendor, arising from facts up to the
                           Effective Time, provided that

<Page>

                                                                             36.

                           (A)  the Vendor shall not be liable for any claims
                                relating to Assumed Liabilities; and

                           (B)  except as provided in Section 12.1(c) the Vendor
                                shall not be liable for any claims which relate
                                to the termination of employment or constructive
                                dismissal of any Transferred Employee.

               (b)  The obligation of the Vendor to indemnify the Purchaser as
                    set forth in paragraph (a) of this Section 17 with respect
                    to any misrepresentation or breach of warranty shall be
                    subject to Section 9.1.

17.2           INDEMNIFICATION BY PURCHASER

               (a)  Subject to Section 17.6, in the event that the transactions
                    herein contemplated are completed at the Closing, the
                    Purchaser agrees to indemnify and hold the Vendor harmless
                    from and against any loss, damage, claim, Legal Proceeding,
                    deficiency or expense, including all out-of-pocket costs and
                    including, without limitation, all reasonable legal and
                    accounting fees, relating to, arising from or in connection
                    with the following matters:

                    (i)    any misrepresentation or breach of any warranty,
                           obligation, covenant or agreement of the Purchaser
                           contained in this Agreement or in any agreement,
                           certificate, affidavit, statutory declaration or
                           other document delivered or given pursuant to this
                           Agreement;

                    (ii)   the assertion against the Vendor of any claim or
                           liability relating to the Business which arises from
                           a liability of the Business to be assumed by the
                           Purchaser as provided in Section 5.1 or the operation
                           of the Business after the Effective Time;

                    (iii)  the failure of the Purchaser to discharge those
                           liabilities of the Business to be assumed by the
                           Purchaser as provided in Section 5.1; and

                    (iv)   subject to Section 12.1(c), any claims (including
                           claims for severance, notice of termination, breach
                           of contract, constructive dismissal or damages in
                           connection therewith) relating to the employment of
                           any of the Transferred Employees or the termination
                           of the employment of any of such employees with
                           claims arise from facts after the Closing Date,
                           including the continuation, discontinuation or
                           provision to any employee of the employment policies,
                           benefit plans or other benefits previously provided
                           by the Vendor.

<Page>

                                                                             37.

               (b)  The obligation of the Purchaser to indemnify the Vendor as
                    set forth in paragraph (a) of this Section 17.2 with respect
                    to any misrepresentation or breach of warranty shall be
                    subject to Section 9.2.

17.3           PROCEDURE FOR INDEMNIFICATION

               (a)  A party claiming indemnification under Sections 17.1 or 17.2
                    (in this Article 17 an "Indemnitee") shall give notice to
                    the party against which indemnification is claimed (in this
                    Article 17 an "Indemnitor") with reasonable promptness upon
                    becoming aware of the claim or other facts upon which a
                    claim for indemnification will be based. The notice shall
                    set forth such information and be accompanied by such
                    documentation with respect thereto as is then reasonably
                    available to the Indemnitee.

               (b)  For the purposes of this Section 17.3 "Third Party Claim"
                    means any demand which has been made on, or communicated to,
                    the Vendor or the Purchaser by or on behalf of any Person
                    other than the Vendor or the Purchaser and which, if
                    maintained or enforced, might result in a claim for
                    indemnification under Section 17.1 or Section 17.2 hereof.

               (c)  Promptly upon receipt by the Indemnitee of notice of any
                    Third Party Claim in respect of which the Indemnitee
                    proposes to demand indemnification from the Indemnitor, the
                    Indemnitee shall forthwith give notice to that effect to the
                    Indemnitor. The Indemnitor shall then have the right,
                    exercisable by giving notice to the Indemnitee not later
                    than 21 days after receipt of the notice described above, to
                    assume the control of the defence, compromise or settlement
                    of the Third Party Claim, provided that the Indemnitor shall
                    first deliver to the Indemnitee written admission of
                    complete liability for indemnification with respect to any
                    such claim and its written consent to be joined as a party
                    to any action or proceeding relating thereto.

               (d)  Upon the assumption of control by the Indemnitor as
                    aforesaid, the Indemnitor shall, at its expense, diligently
                    proceed with the defence, compromise or settlement of the
                    Third Party Claim at the Indemnitor's sole expense,
                    including employment of counsel reasonably satisfactory to
                    the Indemnitee, and in connection therewith, the Indemnitee
                    shall co-operate fully, but at the expense of the
                    Indemnitor, to make available to the Indemnitor all
                    pertinent information and witnesses under the Indemnitee's
                    control and to make such assignments and take such other
                    steps as in the opinion of counsel for the Indemnitor are
                    necessary to enable the Indemnitor to conduct such defence.

               (e)  The final determination of any such Third Party Claim,
                    including all related costs and expenses, will be binding
                    and conclusive upon the parties hereto as to the validity or
                    invalidity, as the case may be, of such Third Party Claim
                    against the Indemnitor hereunder.

<Page>

                                                                             38.

               (f)  Should the Indemnitor fail to give notice to the Indemnitee
                    as provided in (c) hereof, the Indemnitee shall be entitled
                    to undertake to take the defense of the Third Party Claim
                    and to make such settlement of the Third Party Claim as in
                    its reasonable discretion may appear advisable for the
                    account and at the risk and expense of the Indemnitor, and
                    such settlement or any other final determination of the
                    Third Party Claim shall be binding upon the Indemnitor.
                    Notwithstanding the foregoing, the Indemnitee will, at the
                    request of the Indemnitor, keep the Indemnitor generally
                    informed as to the progress of the matter.

17.4           SUBSEQUENT RECOVERY

               In the event that the Indemnitee subsequently recovers all or
part of a Third Party Claim from any other Person legally obligated to pay the
same, the Indemnitee shall forthwith repay to the Indemnitor the amounts so
recovered up to an amount not exceeding the amount theretofore paid by the
Indemnitor by way of indemnity. Where the Indemnitee is entitled to recover from
a third party or claim reimbursement of any sum in respect of which it also has
a claim or potential claim against the Indemnitor hereunder, the Indemnitee
shall take commercially reasonable steps to enforce the recovery or
reimbursement against the third party.

17.5           INSURANCE

               Where any claim hereunder relates to any matter which is in whole
or in part insured by any insurance policy, the Indemnitee shall make
commercially reasonable efforts that such claim is also made against the
relevant insurer and pursued with all reasonable expedition.

17.6           DETAILS OF CLAIMS

               No claim for indemnity hereunder shall be valid unless and until
written notice providing reasonable details of the reasons supporting the claim,
including such information and documentation with respect thereto as is then
reasonably available to the Indemnitee, is given by the Indemnitee to the
Indemnitor at or prior to the expiration of any applicable limitation periods
herein provided for.

17.7           DE MINIMIS/LIMITATION

               Notwithstanding any other provision of this Agreement, no party
hereto shall assert against any other party hereto any claim or claims for
indemnity hereunder unless the aggregate amount of the claim or claims asserted
to that date, including the claim or claims then being asserted, is at least
$50,000 and then only to the extent that the amount of the claim or claims
exceeds $50,000. The aggregate maximum amount of any and all payments to be made
by the Vendor under this Article 17, or otherwise under the Agreement, for
claims made by the Purchaser shall be $10,000,000.

                                   ARTICLE 18
                                 MCSi GUARANTEE

<Page>

                                                                             39.

18.1           MCSi GUARANTEE

               (a)  In consideration of the transaction referred to herein and
                    of other good and valuable consideration, MCSi hereby
                    irrevocably guarantees to the Purchaser the performance of
                    all of the Vendor's obligations under this Agreement. The
                    obligations of MCSi hereunder shall arise if and only to the
                    extent any payment to the Purchaser by the Vendor under this
                    Agreement is not made when due or the Vendor fails to
                    perform any of its other obligations under this Agreement,
                    in which case, MCSi must either perform or cause the
                    performance thereof. The Purchaser shall make no claim
                    hereunder against MCSi unless it is entitled to make such
                    claim against the Vendor, and then only to the extent that
                    the Purchaser may claim against the Vendor. The Purchaser
                    shall not be required to exhaust its remedies or recourses
                    against the Vendor before it may make a claim against MCSi
                    hereunder.

               (b)  In the event that this Agreement shall be terminated,
                    rejected, disaffirmed or otherwise unenforceable as a result
                    of bankruptcy, insolvency, reorganization, arrangement,
                    composition, readjustment, liquidation, dissolution or
                    similar proceedings with respect to the Vendor, MCSi's
                    obligations hereunder shall continue to the same extent as
                    if the same had not been so terminated, rejected or
                    disaffirmed or become unenforceable. MSCi shall and does
                    hereby waive all rights and benefits which might, in whole
                    or in part, relieve MCSi from the performance of its duties
                    and obligations by reason of any such proceedings, and MCSi
                    agrees that it shall be liable for all payments and
                    obligations guaranteed hereunder, in respect of and without
                    regard to, any modification, limitation or discharge of the
                    liability of the Vendor that may result from any such
                    proceedings.

                                   ARTICLE 19
                                  MISCELLANEOUS

19.1           BROKERAGE, COMMISSIONS, etc

               It is understood and agreed that no broker, agent or other
intermediary has acted for the Vendor or the Purchaser in connection with the
transactions herein contemplated. The Vendor hereby agrees to indemnify and save
harmless the Purchaser from and against any claim for commission or other
remuneration payable or alleged to be payable to any broker, agent or other
intermediary who purports to act or to have acted for the Vendor in connection
with the transactions herein contemplated. The Purchaser agrees to indemnify and
save harmless the Vendor from and against any claim for any commission or other
remuneration payable or alleged to be payable to any broker, agent or other
intermediary who purports to act or to have acted for the Purchaser in
connection with the transactions herein contemplated.

<Page>

                                                                             40.

19.2           FURTHER ASSURANCES

               Each of the parties hereto upon the request of the other party or
parties hereto, whether before or after the Time of Closing, shall do, execute,
acknowledge and deliver or cause to be done, executed, acknowledged or delivered
all such further acts, deeds, documents, assignments, transfers, conveyances,
powers of attorney and assurances as may be reasonably necessary or desirable to
effect complete consummation of the transactions herein contemplated.

19.3           ASSIGNMENT OF CONTRACTS

               To the extent the assignment of any agreement, contract or
commitment, including, without limitation, any lease or other asset to be
assigned to the Purchaser pursuant to the provisions hereof, shall require the
consent, approval, permit or acknowledgement of any Person, this Agreement shall
not constitute a contract to assign the same if an attempted assignment would
constitute a breach thereof. If any of such required consents, approvals,
permits and acknowledgements is not obtained, the Vendor and the Purchaser shall
co-operate with each other in any reasonable arrangement designed to provide the
Purchaser with the benefit of any such agreement, contract or commitment,
including, without limitation, any Lease or other asset, including enforcement
of any and all rights of the Vendor against the other party thereto arising out
of breach or cancellation thereof by such party or otherwise. Nothing contained
herein shall be construed to negate or diminish, as between the Vendor and the
Purchaser, the Vendor's covenants and obligations to transfer and deliver to the
Purchaser the Purchased Assets as provided in this Agreement.

19.4           ANNOUNCEMENTS

               Except to the extent required by law, the parties hereto agree
that no disclosure or public announcement with respect to this Agreement or the
transactions herein contemplated shall be made by any party hereto without the
prior written consent of each of the other parties hereto, which consent shall
not be unreasonably withheld. If MCSi is required to publicly disclose this
Agreement or the transactions contemplated herein, unless the time for
disclosure does not permit, it will consult with the Purchaser regarding the
content of any such disclosure and, the Purchaser and MSCi, each acting
reasonably, will agree to the contents of any such disclosure.

19.5           NOTICES

               (a)  Any notice, direction or other instrument required or
                    permitted to be given to any party hereto shall be in
                    writing and shall be sufficiently given if delivered
                    personally, mailed or transmitted by fax to such party, as
                    follows:

                    (i)    in the case of the Vendor, at:

                                            c/o MCSi, Inc.
                                            4750 Hempstead Station Drive
                                            Dayton, Ohio  USA 45429

<Page>

                                                                             41.

                                            Attention:  Ira Stanley,
                                                        Vice-President Finance
                                            Fax No.: (937) 291-8250

                    with a copy to:         Fraser Milner Casgrain LLP
                                            1 First Canadian Place, Suite 4100
                                            100 King Street West
                                            Toronto, Ontario
                                            M5X 1B2

                                            Attention:  Christopher Turney
                                            Fax Number: (416) 863-4592

                    (ii)   in the case of the Purchaser, at:

                                            45 Commander Blvd.
                                            Scarborough, Ontario
                                            M1S 3Y3

                                            Attention:  Gary J. Heffernan,
                                                        President
                                            Fax Number: (416) 291-2436

                    with a copy to:         Cassels Brock and Blackwell LLP

                                            Scotia Plaza
                                            2100- 40 King Street
                                            Toronto, Ontario
                                            M5H 3C2

                                            Attention:  Gary Steinhart
                                            Fax Number: (416) 360-8877

               (b)  Any such notice, direction or other instrument, if delivered
                    personally, shall be deemed to have been given and received
                    on the date on which it was delivered, provided that if such
                    day is not a Business Day then the notice, direction or
                    other instrument shall be deemed to have been given and
                    received on the first Business Day next following such day;
                    if mailed, shall be deemed to have been given and received
                    on the fifth day after it was mailed, provided that if such
                    day is not a Business Day then the notice, direction or
                    other instrument shall be deemed to have been given and
                    received on the first Business Day next following such day;
                    and if transmitted by fax, shall be deemed to have been
                    given and received on the day of its transmission, provided
                    that if such day is not a Business Day or if it is
                    transmitted or received after the end of normal business
                    hours then the notice, direction or other instrument shall
                    be deemed to have been given and received on the first
                    Business Day next following the day of such transmission.

<Page>

                                                                             42.

               Any party hereto may change its address for service from time to
time by notice given to the other parties hereto in accordance with the
foregoing provisions.

19.6           TIME OF THE ESSENCE

               Time shall be of the essence of this Agreement.

19.7           COSTS AND EXPENSES

               All costs and expenses (including, without limitation, the fees
and disbursements of legal counsel) incurred in connection with this Agreement
and the transactions herein contemplated shall be paid by the party incurring
such costs and expenses; provided however that if the Closing does not take
place for reasons other than the failure of the Purchaser to perform its
obligations hereunder, the Vendor will pay any reasonable costs and expenses
incurred by the Purchaser. Such costs and expenses will include any reasonable
commitment fee payable to the Purchaser's bank in connection with the Purchase
Financing, as previously disclosed to the Vendor.

19.8           APPLICABLE LAW

               This Agreement shall be performed, construed and enforced in
accordance with, and the rights of the parties hereto shall be governed by, the
laws of the Province of Ontario and the laws of Canada applicable therein. Any
and all disputes arising under this Agreement, whether as to interpretation,
performance or otherwise, shall be subject to the exclusive jurisdiction of the
Courts of the Province of Ontario and each of the parties hereto hereby
irrevocably attorns to the jurisdiction of the Courts of such Province.

19.9           ENTIRE AGREEMENT

               This Agreement, including the Schedules hereto, constitutes the
entire agreement between the parties hereto with respect to the transactions
herein contemplated and cancels and supersedes any prior understandings,
agreements, negotiations and discussions between the parties hereto with respect
thereto, except as specifically provided or contemplated in this Agreement or in
any agreement, certificate or other document delivered or given pursuant to this
Agreement. There are no representations, warranties, terms, conditions,
undertakings or collateral agreements or understandings, express or implied,
between the parties hereto other than those expressly set forth in this
Agreement or in any such agreement, certificate or other document as aforesaid.
This Agreement may not be amended or modified in any respect except by written
instrument executed by each of the parties hereto.

19.10          SEVERABILITY

               If any provision of this Agreement is invalid or unenforceable,
such provision shall be severed and the remainder of this Agreement shall be
unaffected thereby but shall continue to be valid and enforceable to the fullest
extent permitted by law. If any term or provision of this Agreement is held or
deemed to be unenforceable, in whole or in part, by a court of competent
jurisdiction, such term or provision shall be ineffective to the extent of such
invalidity or unenforceability without rendering invalid or unforceable the
remaining terms and

<Page>

                                                                             43.

provisions of this Agreement which shall be construed to preserve to the maximum
permissible extent the intent and purposes of this Agreement. Any such
invalidity or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such terms or provisions in any other jurisdiction.

19.11          EFFECT OF CLOSING

               Any provision of this Agreement which is capable of being
performed after but which has not been performed at or prior to the Time of
Closing and all obligations, covenants and agreements contained in this
Agreement or in any agreement, certificate or other document delivered or given
pursuant to this Agreement, including, without limitation, the indemnities
herein provided for, shall remain in full force and effect notwithstanding
Closing, subject to the limitation periods referred to in Sections 9.1 and 9.2.

19.12          RISK OF LOSS

               From the date hereof to the Effective Time, the Business and the
Purchased Assets shall be and remain at the risk of the Vendor.

19.13          COUNTERPARTS

               This Agreement may be executed in two or more counterparts, each
of which shall be deemed to be an original and all of which together shall
constitute one and the same agreement.

19.14          ASSIGNMENT

               This Agreement may not be assigned by any of the parties hereto
without the prior written consent of the other parties hereto.

<Page>

                                                                             44.

19.15          PARTIES IN INTEREST

               This Agreement shall enure to the benefit of and be binding upon
the parties hereto and their respective successors and permitted assigns.

19.16          THIRD PARTIES

               Except as specifically set forth or referred to herein, nothing
herein is intended or shall be construed to confer upon or give to any Person,
other than the parties hereto and their respective successors or permitted
assigns, any rights or remedies under or by reason of this Agreement.

               IN WITNESS WHEREOF this Agreement has been executed by the
parties hereto.

                                            MCSi CANADA INC.

                                            By
                                               ---------------------------------
                                               Name:  Ira H. Stanley
                                               Title: Secretary and Treasurer

                                            3835359 CANADA INC.

                                            By
                                               ---------------------------------
                                               Name:  Gary J. Heffernan
                                               Title: President

                                            MCSi, INC.

                                            By
                                               ---------------------------------
                                               Name:
                                               Title: