GENERAL SECURITY AGREEMENT

BETWEEN: INGRAM MICRO INC. (HEREINAFTER CALLED INGRAM OR SECURED
PARTY) and, MIAD SYSTEMS LTD. (Debtor's Legal Name)

1. Consideration For valuable consideration, the receipt and sufficiency of
which are acknowledged by each party, the undersigned (hereinafter called the
"Customer") enters into this security agreement with Ingram Micro Inc. of 55
Standish Court, Mississauga, Ontario L5R 4A1 (hereinafter called "Ingram
Micro").

2. Obligations Secure The Security Interest (as hereinafter defined) is granted
to Ingram Micro by the Customer as continuing security for the payment of all
present and future indebtedness and liabilities of the Customer to Ingram Micro,
including interest thereon, and for the payment and performance of all other
present and future obligations of the Customer to Ingram Micro, whether direct
or indirect contingent or absolute (including obligations under this security
agreement); and without limiting the generality of the foregoing, specifically
including the obligations of the Customer under any guarantee given by the
Customer to Ingram Micro in respect of the obligations of any other party, and
any bill of exchange issued, accepted or endorsed by the Customer of which
Ingram Micro is the holder (collectively, the "Obligations").

3. Creation of Security Interest The Customer hereby grants, mortgages, charges,
transfers, assigns and creates to and in favor of Ingram Micro a security
interest in the following:

                  (a)      Equipment all present and future equipment of the
                           Customer, including all machinery, fixtures, plant,
                           tools, furniture, vehicles of any kind or
                           description, all spare parts, accessories installed
                           in or affixed or attached to any of the foregoing,
                           and all drawings, specifications, plans and manuals
                           relating thereto ("Equipment");

                  (b)      Inventory all present and future inventory of the
                           Customer, including all raw materials, materials used
                           or consumed in the business of the Customer,
                           work-in-progress, finished goods, goods used for
                           packing, materials used in the business of the
                           Customer not intended for sale, and goods acquired or
                           held for sale or furnished or to be furnished under
                           contracts or rental or service ("Inventory");

                  (c)      Accounts all present and future debts, demands and
                           amounts due or accruing due to the Customer whether
                           or not earned by performance, including without
                           limitation its book debts, accounts receivable, and
                           claims under policies of insurance; and all
                           contracts, security interests and other rights and
                           benefits in respect thereof ("Accounts");

                  (d)      Intangibles all present and future intangible
                           personal property of the Customer, including all
                           contract rights, goodwill, patents, trade marks,
                           copyrights and other intellectual property, and all
                           other choses in action of the



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                           Customer of every kind, whether due at the present
                           time or hereafter to become due or owing
                           ("Intangibles");

                  (e)      Documents of Title all present and future documents
                           of title of the Customer, whether negotiable or
                           otherwise including all warehouse receipts and bills
                           of lading ("Documents of Title");

                  (f)      Chattel Paper all present and future agreements made
                           between the Customer as secured party and others
                           which evidence both a monetary obligation and a
                           security interest in or a lease of specific goods
                           ("Chattel Paper");

                  (g)      Instruments all present or future bills, notes and
                           cheques (as such are defined pursuant to the Bills of
                           Exchange Act (Canada)), and all other writings that
                           evidence a right to the payment of money and are of a
                           type that in the ordinary course of business are
                           transferred by delivery without any necessary
                           endorsement or assignment ("Instruments");

                  (h)      Money all present and future money of the Customer,
                           whether authorized or adopted by the Parliament of
                           Canada as part of its currency or any foreign
                           government as part of its currency ("Money");

                  (i)      Securities all present and future securities held by
                           the Customer, including shares, options, rights,
                           warrants, joint venture interests, interests in
                           limited partnership, bonds, debentures and all other
                           documents which constitute evidence of a share,
                           participation or other interest of the Customer in
                           property or in an enterprise or which constitute
                           evidence of an obligation of the issuer; and
                           including an uncertificated security within the
                           meaning of Part VI (Investment Securities) of the
                           Business Corporations Act (Ontario) and all
                           substitutions therefor and dividends and income
                           derived therefrom ("Securities");

                  (j)      Documents all books, accounts, invoices, letters,
                           papers, documents and other records in any form
                           evidencing or relating to collateral subject to the
                           Security Interest ("Documents");

                  (k)      Undertaking all present and future real and personal
                           property, business, and undertaking of the Customer
                           not being Inventory, Equipment, Accounts,
                           Intangibles, Documents of Title, Chattel Paper,
                           Instruments, Money, Securities or Documents
                           ("Undertaking"); and

                  (l)      Proceeds all personal property in any form derived
                           directly or indirectly from any dealing with
                           collateral subject to the Security Interest or the
                           proceeds therefrom, including insurance proceeds and
                           any other payment

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                           representing indemnity or compensation for loss of or
                           damage thereto or the proceeds therefrom
                           ("Proceeds").

         The Inventory, Equipment, Accounts, Intangibles, Documents of Title,
Chattel Paper, Instruments, Money, Securities, Documents, Undertaking and
Proceeds are collectively called the "Collateral". Any reference in this
security agreement to Collateral shall mean Collateral or any part thereof,
unless the context otherwise requires.

         Without limiting the generality of the description of Collateral as set
out in this paragraph, for greater certainty the Collateral shall include all
present and future real and personal property of the Customer located on or
about or in transit to or from the address of the Customer set out on this
security agreement and the locations(s) set out in any Schedule "A" attached
hereto, and all present and future personal property of the Customer comprised
of all inventory which may be sold to the Customer by Ingram Micro from time to
time, specifically including the types of inventory described in any schedule
"B" attached hereto.

         The grants, mortgages, charges, transfers, assignments and security
interests herein created are collectively called the "Security Interest". In
addition to the grant of the Security Interest, Ingram Micro hereby retains
title to all inventory sold to the Customer by Ingram Micro to secure payment of
the purchase price thereof. For convenience, references in this security
agreement to the "Security Interest" shall include the reservation of title in
favor of Ingram Micro contained herein.

4. Attachment The parties acknowledge that value has been given; the Customer
has rights in the Collateral; and the parties have not agreed to postpone the
time for attachment of the Security Interest. In respect of Collateral in which
the Customer obtains an interest after the execution and delivery of this
security agreement, the Security Interest shall attach thereto immediately upon
the Customer obtaining such rights.

5. Dealings with Collateral Until demand, the Customer may sell its Inventory
and collect its Accounts in the ordinary course of its business; provided that
after the issuance by Ingram Micro of a demand for payment of the Obligations,
all Accounts collected by the Customer shall be immediately remitted to Ingram
Micro. Until remitted all receipts shall be held by the Customer as agent and in
trust for Ingram Micro.

6. Notification to Account Customers Before Demand Ingram Micro may, before as
well as after demand, notify any person obligated to the Customer in respect of
an Account, Chattel Paper or an Instrument to make payment to Ingram Micro of
all such present and future amounts due thereon.

7. Exception re Leasehold Interests and Contractual Rights The last day of the
term of any lease, sublease or agreement therefor is specifically excepted from
the Security Interest, but the Customer agrees to stand possessed of such last
day in trust for any person acquiring such interest of the Customer. To the
extent that the creation of the Security Interest would constitute a breach

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or cause the acceleration of any agreement right, licence or permit to which the
Customer is a party, the Security Interest shall not attach thereto but the
Customer shall hold its interest therein in trust for Ingram Micro, and shall
assign such agreement, right, licence or permit to Ingram Micro forthwith upon
obtaining the consent of the other party thereto.

8. Representation and Warranties The Customer hereby represents and warrants as
follows to Ingram Micro and acknowledges that Ingram Micro is relying thereon:

                  (a)     the Customer has the capacity and authority to incur
                          the Obligations, create the Security Interest and
                          generally perform its obligations under this security
                          agreement;

                  (b)     the execution and delivery of this security agreement
                          and the performance by the Customer of its obligations
                          hereunder has been duly authorized by all necessary
                          proceedings;

                  (c)     except for the Security Interest, and except as
                          disclosed by the Customer in writing to Ingram Micro,
                          the Collateral is owned by the Customer free from any
                          mortgage, lien, charge, encumbrance, pledge, security
                          interest or other claim whatsoever;

                  (d)     the chief executive office of the Customer is located
                          at the address of the Customer set- out in this
                          security agreement;

                  (e)     the Collateral is located at the places warranted
                          herein and at no other place; and

                  (f)     the Collateral does not include any goods which are
                          used or acquired by the Customer primarily for
                          personal, family or household purposes.

9. Covenants of Customer The Customer covenants and agrees as follows:

                  (a)      to pay or satisfy the Obligations when due;

                  (b)      to keep the Collateral free and clear of all taxes,
                           assessments, liens, mortgages, charges, claims,
                           encumbrances and security interests whatsoever,
                           except for the Security Interest and except as
                           disclosed in writing by the Customer to Ingram Micro;

                  (c)      not to sell, exchange, transfer, assign, lease or
                           otherwise dispose of or deal in any way with the
                           Collateral or any interest therein, or enter into any
                           agreement or undertaking to do so; except as may be
                           permitted in this security agreement;

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                  (d)     to keep the Collateral in good condition, and to keep
                          the Collateral located at the places warranted herein;

                  (e)     to obtain from financially responsible insurance
                          companies and maintain insurance in respect of such
                          risks and in such amounts as Ingram Micro may
                          reasonably require from time to time, and shall
                          include a standard mortgage clause approved by the
                          Insurance Bureau of Canada, and the Customer agrees to
                          cause the interest of Ingram Micro to be noted as its
                          interest might appear on such policies of insurance
                          (except public liability insurance), and to furnish
                          Ingram Micro with certificates of insurance and
                          certified copies of such policies;

                  (f)     to promptly notify Ingram Micro of any loss or damage
                          to the collateral, any change in any information
                          provided in this security agreement;

                  (g)     to promptly pay all taxes, assessments, rates,
                          levies, payroll deductions, vacation pay, workers'
                          compensation assessments, and any other charges which
                          could result in the creation of a statutory lien or
                          deemed trust in respect of the Collateral;

                  (h)     to deliver to Ingram Micro such information
                          concerning the Collateral or the Customer as Ingram
                          Micro may reasonably request from time t time
                          including aged lists of Inventory and Accounts and
                          annual and monthly financial statements of the
                          Customer;

                  (i)     to allow Micro to have access to all premises of the
                          Customer at which Collateral may be located and to
                          inspect the Collateral and all records of the
                          Customer pertaining thereto from time to time; and,

                  (j)     to do, make, execute and deliver such further and
                          other assignments, transfers, deeds, security
                          agreements and other documents as may be required by
                          Ingram Micro to establish in favor of Ingram Micro
                          the Security Interest intended to be created hereby
                          and to accomplish the intention of this security
                          agreement.

10. Events of Default The Customer shall be in default under this security
agreement upon the occurrence of any one or more of the following events (an
"Event of Default"):

                  (a)     the Customer fails to satisfy or perform any of the
                          Obligations when due;

                  (b)     any representation or warranty made by the Customer
                          herein is or becomes incorrect or untrue, or the
                          Customer breaches or fails to comply with any term

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                          of this security agreement or any other agreement or
                          undertaking now or hereafter given by the Customer to
                          Ingram Micro;

                  (c)     the Customer becomes insolvent or bankrupt or makes a
                          proposal under the Bankruptcy and Insolvency Act or
                          the Companies' Creditors Arrangement Act; a petition
                          in bankruptcy is filed against the Customer; the
                          Customer makes an assignment for the benefit of
                          creditors; a trustee or receiver or manager is
                          appointed in respect of the Customer or any of its
                          assets; or steps are taken by or against the Customer
                          for any other formal or informal type of proceeding
                          for the settlement of claims against the Customer, or
                          for the dissolution, liquidation, or winding-up of the
                          affairs of the Customer;

                  (d)     the Customer ceases or threatens to cease to carry on
                          business, or makes or agrees to make a bulk sale of
                          its assets;

                  (e)     an execution or any similar process of any court
                          becomes enforceable against the Customer, or a
                          distress or any similar process is levied upon any
                          property of the Customer;

                  (f)     any encumbrance affecting the Collateral becomes
                          enforceable; or

                  (g)     Ingram Micro in good faith believes and has
                          commercially reasonable grounds to believe that the
                          prospect of payment or performance of the Obligations
                          is or is about to be impaired or that the Collateral
                          is or is about to be placed in jeopardy.

11. Acceleration Upon Default; Obligation to Advance Upon the occurrence of an
Event of Default, the Obligations shall be immediately due and payable.

12. Remedies Upon the occurrence of an Event of Default, the Security Interest
shall immediately become enforceable, and Ingram Micro shall have the following
remedies in addition to any other remedies available at law or equity or
contained in any other agreement between the Customer and Ingram Micro, all of
which remedies shall be independent and cumulative:

                  (a)     entry of any premises where Collateral may be located;

                  (b)     possession of Collateral by any method permitted by
                          law;

                  (c)     the sale or lease of Collateral;

                  (d)     the collection of any rents, income, and profits
                          received in connection with the business of the
                          Customer or the Collateral;


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                  (e)     the collection, realization, sale or other dealing
                          with any Accounts;

                  (f)     the appointment by instrument in writing of a
                          receiver, or a receiver and manager (each of which is
                          herein called a "Receiver") of the Collateral;

                  (g)     the exercise by Ingram Micro of any of the powers set
                          out in paragraph 13, without the appointment of a
                          receiver;

                  (h)     proceedings in any court of competent jurisdiction for
                          the appointment of a receiver or a receiver and
                          manager or for the sale of the Collateral; and

                  (i)     the filing of proofs of claim and other documents in
                          order to have the claims of Ingram Micro lodged in any
                          bankruptcy, winding-up, or other judicial proceeding
                          relating to the Customer.

13. Powers of Receiver Any receiver appointed by Ingram Micro may be any person
or persons, and Ingram Micro may remove any Receiver so appointed and appoint
another or others instead. Any Receiver appointed shall act as agent for Ingram
Micro for the purposes of taking possession of the Collateral, and (except as
provided below) as agent for the Customer for all other purposes, including
without limitation the occupation of any premises of the Customer and in
carrying on the Customer's business. For the purposes of realizing upon the
Security Interest, the Receiver may sell, lease, or otherwise dispose of
Collateral as agent for the Customer or as agent for Ingram Micro as it may
determine in its discretion. The Customer agrees to ratify and confirm all
actions of the Receiver acting as agent for the Customer, and to release and
indemnify the Receiver in respect of all such actions. Any Receiver so appointed
shall have the following powers:

                  (a)     to enter upon, use, and occupy all premises owned or
                          occupied by the Customer;

                  (b)     to take possession of the Collateral;

                  (c)     to carry on the business of the Customer;

                  (d)     to borrow money required for the maintenance,
                          preservation or protection of the Collateral or for
                          the carrying on of the business of the Customer, and
                          in the discretion of such Receiver, to charge and
                          grant further security interests in the Collateral in
                          priority to the Security Interest, as security for
                          the money so borrowed;

                  (e)     to sell, lease, or otherwise dispose of the
                          Collateral or any part thereof on such terms and
                          conditions and in such manner as the Receiver shall
                          determine in its discretion.

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                  (f)     to demand, commence, continue or defend any judicial
                          or administrative proceedings for the purpose of
                          protecting, seizing, collecting, realizing or
                          obtaining possession or payment of the Collateral,
                          and to give valid and effectual receipts and
                          discharges therefor and to compromise or give time
                          for the payment or performance of all or any part of
                          the Accounts or any other obligation of any third
                          party to the Customer; and

                  (g)     to exercise any rights or remedies which could have
                          been exercised by Ingram Micro against the Customer
                          or the Collateral.

14. Standards of Sale The Customer agrees that it shall be commercially
reasonable for Ingram Micro to dispose of the Collateral by private sale,
including sale by Ingram to its customers in the ordinary course of its
business, or public sale. If the Collateral is disposed of by public sale, the
sale may be held following one advertisement in a newspaper having general
circulation in the location of the Collateral to be sold at least seven days
prior to such sale, and Ingram Micro may establish a reserve bid in respect of
all or any portion of the Collateral. The Collateral may be disposed of in whole
or in part, for cash or credit, or part cash and part credit. The purchaser or
lessee of such Collateral may be a customer of Ingram Micro.

15. Failure of Ingram Micro to Exercise Remedies Ingram Micro shall not be
liable for any delay or failure to enforce any remedies available to it or to
institute any proceedings for such purposes.

16. Application of Payments All payments made in respect of the Obligations and
all monies received by Ingram Micro or any Receiver appointed by Ingram Micro in
respect of the enforcement of the Security Interest (including the receipt of
any Money) may be held as security for the Obligations or applied in such manner
as may be determined in the discretion of Ingram Micro or the Receiver, as the
case may be, and Ingram Micro may at any time apply or change any such
appropriation of such payments or monies to such part or parts of the
Obligations as Ingram Micro may determine in its discretion. The Customer shall
remain liable to Ingram Micro for any deficiency; and any surplus funds realized
after the satisfaction of all Obligations shall be paid in accordance with
applicable law.

17. Dealings by Ingram Micro Ingram Micro may grant extensions of time and other
indulgences take and give up securities, accept compositions, grant releases and
discharges, and otherwise deal with the Collateral, the Customer, Customers of
the Customer, sureties of the Customer, and others as Ingram Micro may see fit,
without prejudice to the Obligations and the rights of Ingram Micro to hold and
realize upon the Security Interest. Ingram Micro has no obligation to keep
Collateral identifiable, or to preserve rights against prior secured creditors
in respect of any Collateral which includes Chattel Paper or Instruments.

18. Notice Without prejudice to any other method of giving notice, any notice
required or permitted to be given hereunder to any party shall be conclusively
deemed to have been received by

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such party on the date following the sending thereof by fax or by prepaid
private courier to such party at its last known address.

19. Separate Security This security agreement and the Security Interest are in
addition to and not in substitution for any other security now or hereafter held
by Ingram Micro in respect of the Customer, the Obligations or the Collateral.

20. Ingram Micro Not Obliged to Advance Nothing in this security agreement shall
obligate Ingram Micro to advance credit to the Customer, or extend the time for
payment or satisfaction of any Obligations.

21. Severability If any provision of this security agreement shall be deemed by
any court of competent jurisdiction to be invalid or void, the remaining
provisions shall remain in full force and effect.

22. Time of Essence Time shall be of the essence of this security agreement.

23. Grammatical Changes This security agreement is to be read as if al changes
in grammar, number and gender rendered necessary by the context had been made,
specifically including a reference to a person as a corporation and vice-versa.

24. Entire Agreement This security agreement, including any schedules attached
hereto, constitutes the entire agreement between the Customer and Ingram Micro
relating to the subject matter hereof, and no amendment shall be effective
unless made in writing. There are no representations, warranties condition or
collateral agreements in effect between the Customer and Ingram Micro relating
to the subject-matter hereof; and possession of an executed copy of this
security agreement by Ingram Micro constitutes conclusive evidence that it was
executed and delivered by the Customer free of all conditions.

25. Governing Law; Attornment This security agreement shall be interpreted in
accordance with the laws of the Province of Ontario, and without prejudice to
the ability of Ingram Micro to enforce this security agreement in any other
proper jurisdiction, the Customer hereby irrevocably submits and attorns to the
jurisdiction of the courts of the Province of Ontario.

26. Power of Attorney The Customer hereby constitutes and appoints Ingram Micro
or any officer thereof as its true, lawful and irrevocable attorney, with full
power of substitution, to execute all documents and take all actions as may be
necessary or desirable to perform any obligations of the Customer arising
pursuant to this security agreement, and in executing such documents and taking
such actions, to use the name of the Customer whenever and wherever it may be
considered necessary or expedient.

27. Successors and Assigns This security agreement and the Obligations may be
assigned in whole or in part by Ingram Micro to any person, firm or corporation
without notice to or the

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consent of the Customer. This security agreement may not be assigned by the
Customer without the prior written consent of Ingram Micro. This security
agreement is binding upon the parties hereto, and their respective heirs,
executors, administrators, legal personal representatives, successors and
permitted assigns.

28. Amalgamation of Customer If the Customer amalgamates with any other
corporation or corporations, this security agreement shall continue in full
force and effect and shall be binding upon the amalgamated corporation.

29. Copy of Agreement The Customer acknowledges receipt of an executed copy of
this security agreement.

In witness whereof, this security agreement has been executed, sealed and
delivered by the Customer under the hands of its proper officers duly authorized
in that behalf, this 27th day of July, 2000.

                                             MIAD SYSTEM LTD.
                                             43 Riviera Drive, #7
                                             Markham, Ontario L3R 5J6


SIGNED AND SEALED IN

The presence of

/s/ A. Green                                 By:     /s/ Michael Green       c/s
------------------------------                  ----------------------------
Signature of Witness                                 Name: MICHAEL A.S. GREEN
                                                     Title: PRESIDENT

       A. Green                             I HAVE THE AUTHORITY TO BIND THE
-------------------------------             CORPORATION
 Print Name of Witness

SEE ATTACHED SCHEDULE B

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Note - Schedules to be attached

A        -Additional Places where Collateral may be located






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                                  SCHEDULE "B"

As requested by Michael A. S. Green the following amendments apply to General
Security Agreement dated this 27th day of July, 2000.

1.       INGRAM MICRO INC. agrees to subordinate to the bank on behalf of MIAD
         SYSTEMS LTD. At such time INGRAM MICRO INC. will reassess the credit
         limit of MIAD SYSTEMS LTD.

2.       INGRAM MICRO INC. will take no priority over the debt in the amount of
         $74,000 (seventy-four thousand dollars) owed to METCAN INFORMATION
         TECHNOLOGIES INC. by MIAD SYSTEMS LTD. for a period of 12 months ending
         June 30, 2001.

3.       MIAD SYSTEMS LTD. agrees to send INGRAM MICRO INC. financial statements
         on a quarterly basis.



SIGNED AND SEALED IN

The presence of

     /s/ A Green                             By:     /s/ Michael Green       c/s
-------------------------------------          -------------------------------
Signature of Witness                                 Name: MICHAEL A. S. GREEN
                                                     Title: PRESIDENT

        A. Green                      (I HAVE AUTHORITY TO BIND THE CORPORATION)
-------------------------------------
Print name of Witness




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