<PAGE>   1
                                                                    EXHIBIT 10.1

                                  REDACTED COPY


The full unredacted copy of this Agreement is subject to a request for
confidential treatment. Confidential portions have been omitted and the full
unredacted copy of this agreement has been filed separately with the Securities
and Exchange Commission.


                             THE WIDECOM GROUP, INC.
                              DISTRIBUTOR AGREEMENT

An Agreement made and entered into on May 6, 1997 between

(1)      The WideCom Group Incorporated, having its principal place of business
         at 267 Matheson Blvd. East, Mississauga, Ontario, Canada L4Z 1X8,
         hereinafter referred to as "WideCom", and

(2)      CADigitizing Corporation, having its principal place of business at
         5712 Bridgeton Ct., Palm Harbor, Florida 34685, hereinafter referred to
         as "CADigitizing".

Whereas

(A)      WideCom has designed and produces two document scanners known as the
         WideCom SLC436Color and the WideCom SLC436+

(B)      CADigitizing is engaged in the international distribution of equipment
         and supplies for the engineering document market

(C)      CADigitizing is desirous of having a source of supply of document
         scanners and WideCom is willing to supply such scanners to CADigitizing

1.0 DEFINITIONS

1.1      "Product" shall mean the WideCom SLC436Color Scanner & the WideCom
         SLC436+ B & W Scanner.

1.2      "Territory" shall be exclusive for the Products and defined as the
         Peoples Republic of China.

2.0 AGREEMENT

2.1      PURCHASE/SUPPLY. CADigitizing agrees to purchase from WideCom and
         WideCom agrees to supply Product to CADigitizing on a continuous basis
         on the terms and conditions set forth in this Agreement.

2.2      APPOINTMENT. WideCom agrees to appoint CADigitizing as the exclusive
         distributor for Product in the Territory and further shall allow
         CADigitizing to appoint sub-distributors and dealers for Product in the
         Territory as it sees fit.

2.3      TERM. The initial term of this Agreement shall be twenty-four (24)
         months and will automatically renew for subsequent twelve (12) month
         periods unless either party notifies the other party in writing sixty
         (60) days before the renewal date that they do not intent to renew the
         Agreement.

2.4      MARKETING. CADigitizing agrees to represent, demonstrate, quote, and
         sell Product in an active marketing and sales program.


                                                                              48
<PAGE>   2
2.5      PRESS RELEASE. CADigitizing and WideCom agree to issue a joint press
         release, announcing this Agreement. The date for this press release is
         May 2, 1997. CADigitizing and WideCom will mutually agree on the
         wording of the press release prior to its issuance.

2.6      PRODUCT LAUNCH EVENT. CADigitizing and WideCom agree to jointly launch
         Product in Beijing, China at an event to be organized by CADigitizing.
         CADigitizing will arrange a suitable meeting location and invite
         approximately two hundred key government and engineering managers to
         participate in a Product seminar and capabilities demonstration.
         WideCom will provide key WideCom company executives, equipment and
         Customer Service Representatives to support this major launch event.
         The Product launch will occur May 30, 1997.

2.7      PRODUCT LAUNCH SERVICE TRAINING. WideCom will provide service training
         to CADigitizing selected personnel in Beijing, China in CADigitizing
         facilities. WideCom will support two weeks of training courses for a
         minimum of ten (10) CADigitizing Customer Service Representatives.
         CADigitizing Customer Service Representatives will subsequently be
         directed to train CADigitizing sub-distributors, dealers and customers
         as required.

2.8      SERVICE, INSTALLATION & CUSTOMER TRAINING. CADigitizing will be solely
         responsible for insuring proper installation, service and customer
         training for the Product.

2.9      TECHNICAL SUPPORT TO DISTRIBUTOR. WideCom agrees to provide technical
         support to CADigitizing for Product. WideCom support to CADigitizing
         will be provided by WideCom via telephone and on-site visits to China
         by WideCom personnel a minimum of three times a year. Based upon
         business performance and need, as mutually determined by WideCom and
         CADigitizing, WideCom will consider placing WideCom personnel on local
         assignment in China to support CADigitizing.

2.10     SERVICE TRAINING. CADigitizing will be solely responsible for, and will
         bear all costs of, providing technical support to their customers for
         Product.

2.11     DOCUMENTATION. WideCom agrees to provide to CADigitizing one set of
         WideCom customer, service, and service training documentation, in
         English, covering Product, at no cost.

2.12     PURCHASE ORDERS. Purchase of Product and/or spare parts by CADigitizing
         shall be made solely by the issuance of a written purchase order. Each
         purchase order shall identify the specific configuration of Product
         and/or spare part number, quantity ordered, mode of shipment, requested
         delivery date, price, purchase order number, ship to address, and
         authorized signature.

2.13     *

2.14     PURCHASE ORDER NON-ACCEPTANCE WideCom will provide CADigitizing written
         notice if WideCom is unable to accept any CADigitizing purchase order
         within five (5) workdays following WideCom's receipt of said purchase
         order.

2.15     PURCHASE PRICE. The purchase price to CADigitizing with respect to each
         unit of Product during the term of this Agreement is set forth in
         Exhibit 2. All prices are stated in United States dollars.

2.16     PRICE CHANGES. WideCom retains the right to adjust prices set forth in
         Exhibit 2 with ninety (90) days written notification to CADigitizing.

*THIS ITEM HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION FOR CONFIDENTIAL TREATMENT


                                                                              49
<PAGE>   3
2.17     SHIPPING, DUTIES AND INSURANCE COSTS. All prices set forth Exhibit 2,
         are exclusive of shipping, duties and insurance costs. All shipping,
         duties and insurance costs will appear as an additional item on
         WideCom's invoice and are the responsibility of CADigitizing.

2.18     TAXES. All prices set forth in Exhibit 2, are exclusive of all country,
         state, and local excise, sales, value-added, use, and similar taxes.
         Such taxes, when applicable, will appear as separate additional items
         on WideCom's invoice and are the responsibility of CADigitizing.

2.19     DELIVERY, TITLE AND RISK OF LOSS. Product shipped to CADigitizing
         pursuant to this Agreement shall be F.O.B. Noida, India. Title shall
         pass to CADigitizing upon such delivery to the carrier. CADigitizing
         shall assume all risk of loss following such delivery except for loss
         resulting from the fault or negligence of WideCom. WideCom shall assist
         CADigitizing, in a timely manner, with any claims against the carrier
         for damage or loss. CADigitizing shall designate mode of shipping in
         its demand order, otherwise, WideCom shall ship by best method, as it
         determines.

2.20     PAYMENT. CADigitizing shall submit cash wire payment to WideCom prior
         to shipment of Product and/or spare parts.

2.21     SPARE PARTS. WideCom agrees to produce and ship to CADigitizing such
         quantities of spare parts required by CADigitizing to maintain all
         Products pursuant to this Agreement for a period of five (5) years
         after the last shipment of Product purchased under this Agreement.

2.22     TRADEMARKS AND LOGOS. WideCom trademarks and trade names under which
         CADigitizing markets Products will remain the exclusive property of
         WideCom. This Agreement gives CADigitizing no rights therein except
         that during the term of this Agreement WideCom grants to CADigitizing a
         restricted license to reproduce such WideCom trademarks and trade names
         in publications and under written terms and conditions as may hereafter
         be approved in writing by WideCom.

2.23     CONFIDENTIAL INFORMATION. Any confidential information exchanged
         between the parties during the term of this Agreement or extension
         thereof and which is designated in writing as confidential shall be
         held in confidence by the receiving party for at least three years
         after expiration or termination of this Agreement. THE PARTIES
         UNDERSTAND AND AGREE THAT INFORMATION CONCERNING ANY OF THE TERMS
         HEREOF IS CONFIDENTIAL TO EACH OF THEM AND SHALL ONLY BE DISCLOSED TO
         THIRD PARTIES, IN WRITING OR ORALLY, UPON THE SPECIFIC PRIOR WRITTEN
         AGREEMENT OF THE PARTIES.

3.0      WARRANTY

3.1      WARRANTY. WideCom warrants that all Product sold to CADigitizing
         hereunder, all parts contained in such Product, and all spare or
         replacement parts purchased by CADigitizing from WideCom therefor shall
         be free from defects in workmanship and materials. THE DURATION OF THIS
         PRODUCT WARRANTY SHALL BE LIMITED TO NINETY (90) DAYS AFTER EACH SUCH
         UNIT OF DERIVED PRODUCT HAS BEEN DELIVERED TO CADIGITIZING'S CUSTOMER
         AND IN NO EVENT SHALL THE WARRANTY CONTINUE IN EFFECT AFTER TWELVE (12)
         MONTHS FROM THE DATE OF SHIPMENT OF PRODUCT FROM WIDECOM TO
         CADIGITIZING.

3.2      DISTRIBUTOR WARRANTY OBLIGATIONS. CADigitizing will be responsible for
         all warranty service.

3.3      REMEDY. In the event the Product (or any parts contained therein) or
         spare


                                                                              50
<PAGE>   4
         parts or replacement parts shipped to CADigitizing are found to be
         defective within the warranty period, CADigitizing shall promptly
         notify WideCom of the defect and WideCom shall authorize the return of
         the defective Product (or any parts contained therein) or defective
         spare part to WideCom's factory for repair or replacement. The shipping
         and handling charges from CADigitizing's facility for such returned
         Products or parts shall be the responsibility of WideCom. CADigitizing
         shall use best efforts to fully cooperate with WideCom and to follow
         WideCom's instructions in resolving warranty claims. In the event that
         the Product (or any parts contained therein) or spare parts or
         replacement parts returned by CADigitizing are found not to be
         defective, CADigitizing will be charged for all shipping costs and a
         restocking charge equal to the cost paid for the item by the
         CADigitizing shall be charged to CADigitizing. WIDECOM'S UNDERTAKING TO
         REPLACE SUCH DEFECTIVE PRODUCTS (OR ANY PARTS CONTAINED THEREIN),
         AND/OR SPARE PARTS HEREIN IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER
         WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OR
         MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE.

3.4      LIMITATIONS ON WARRANTY. THE WARRANTY IN SECTION 3.1 ABOVE IS IN LIEU
         OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESSED OR IMPLIED, AND
         ALL OTHER OBLIGATIONS OR LIABILITIES OF WIDECOM WITH RESPECT TO THE
         PRODUCT AND ANY SPARE PARTS. OTHER THAN THE WARRANTY IN SECTION 3.1
         ABOVE, WIDECOM MAKES NO OTHER WARRANTIES REGARDING QUALITY,
         PERFORMANCE, DEFECTS, REPAIRS, DELIVERY AND/OR REPLACEMENT OF THE
         PRODUCT AND/OR ANY SPARE PARTS. WIDECOM'S WARRANTY FOR THE PRODUCT
         AND/OR ANY SPARE PARTS ALSO WILL NOT APPLY TO: DEFECTS RESULTING FROM
         NEGLIGENCE OR MISUSE OF THE PRODUCTS AND/OR SPARE PARTS BY
         CADIGITIZING, CADIGITIZING'S AUTHORIZED AGENT OR REPRESENTATIVE, OR
         CADIGITIZING'S CUSTOMER; IMPROPER INSTALLATION OR REPAIR OF PRODUCTS
         AND/OR SPARE PARTS BY CADIGITIZING, CADIGITIZING'S AUTHORIZED AGENT OR
         REPRESENTATIVE, OR CADIGITIZING'S CUSTOMER; THE USE OF ANY PARTS
         ACQUIRED FROM THIRD PARTIES; OR PRODUCT OR SPARE PART ALTERATION DONE
         WITHOUT WIDECOM'S CONSENT.

3.5      MARKETABLE TITLE. WideCom warrants that it will pass to CADigitizing
         good and marketable title to all Product or spare parts therefor
         shipped to CADigitizing under this Agreement, free from any security
         interest or other lien, mortgage or encumbrances.

4.0      TERMINATION

4.1      TERMINATION FOR CAUSE. Either party may terminate this Agreement upon
         written notice of termination to the other party in any of the
         following events: (a) the other party materially breaches this
         Agreement and such breach remains uncured for sixty (60) days following
         written notice of breach by the terminating party; provided, however,
         that in the case of a repeat of a material breach earlier cured, the
         new cure period will be thirty (30) days; or (b) a petition for relief
         under any bankruptcy legislation is filed by or against the other
         party, or the other party makes an assignment for the benefit of
         creditors, or a receiver is appointed for all or a substantial part of
         the other party's assets, and such petition, assignment or appointment
         is not dismissed or vacated within thirty (30) days.

4.2      FAILURE TO ACHIEVE PERFORMANCE GOALS. Performance goals for this
         Agreement are detailed in Exhibit 1. If CADigitizing is unable to
         achieve the performance goals, either party may terminate this
         Agreement. Either party terminating under this provision will provide
         sixty (60) days written notice to the other party.


4.3      FAILURE TO ADEQUATELY PERFORM DISTRIBUTOR'S RESPONSIBILITIES. If


                                                                              51
<PAGE>   5
         CADigitizing (a) does not properly represent, demonstrate, quote, and
         sell Product in an acceptable and active marketing and sales program;
         or (b) does not properly install and service Product and/or provide
         adequate customer training; or (c) does not perform proper warranty
         service; as determined by WideCom, or (d) sells Product outside of
         their Territory, WideCom may, at its sole discretion, cancel this
         Agreement. WideCom will provide sixty (60) days written notice to
         CADigitizing to terminate this Agreement under this provision.

4.4      SURVIVAL. The provisions of this Agreement will, to the extent
         applicable, survive the expiration or any termination hereof.

5.0      GENERAL PROVISIONS

5.1      LIMITATION OF LIABILITY. WIDECOM'S LIABILITY ARISING OUT OF THE SALE,
         USE OR OPERATION OF THE PRODUCT AND/OR SPARE PARTS BY CADIGITIZING OR
         ANY CUSTOMER, WHETHER ON WARRANTY, CONTRACT, NEGLIGENCE OR OTHERWISE
         (INCLUDING CLAIMS FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES) SHALL NOT IN
         ANY EVENT EXCEED THE COST OF FURNISHING A REPLACEMENT FOR THE DEFECTIVE
         PRODUCT AND/OR SPARE PART. THE FOREGOING SHALL CONSTITUTE WIDECOM'S
         SOLE LIABILITY TO CADIGITIZING AND/OR CADIGITIZING'S CUSTOMERS.

5.2      RELATIONSHIP OF THE PARTIES. CADigitizing and WideCom agree that each
         are independent parties and neither is authorized to make any
         commitment or representation on the other's behalf.

5.3      GOVERNMENT COMPLIANCE. Each party will comply fully with all federal,
         state and local laws and regulations relating to its obligations under
         this Agreement.

5.4      FORCE MAJEURE. Except as otherwise provided herein, WideCom will not be
         liable to CADigitizing or CADigitizing's customers for its failure to
         perform any of its obligations hereunder during any period in which
         such performance is delayed by circumstances beyond WideCom's
         reasonable control, provided that WideCom promptly notifies
         CADigitizing of the delay.

5.5      HEADINGS. Except for Article I, Definitions, the headings and titles of
         the Articles of this Agreement are inserted for convenience only and do
         not affect the construction or interpretation of any provision.

5.6      AMENDMENTS. Except price changes as described in section 2.16, this
         Agreement may be amended only by a written agreement duly signed by
         authorized representatives of both parties.

5.7      ASSIGNMENT. CADigitizing cannot assign this Agreement or any rights and
         obligations thereunder to any third party without the express written
         permission of WideCom.

5.8      SEVERABILITY. If any provision of this Agreement is held invalid by any
         law, rule, order or regulation of any government, or by the final
         determination of any state or federal court, such invalidity will not
         effect the enforceability of any other provisions not held to be
         invalid.

5.9      WAIVER. Any delay by WideCom to exercise any right or remedy under this
         Agreement will not be construed to be a waiver of any other right or
         remedy hereunder. All of WideCom's rights under this Agreement will be
         cumulative and may be exercised separately or concurrently.

5.10     PUBLICITY. Neither party, WideCom or CADigitizing, will publicly
         disclose any information concerning this Agreement without prior
         written consent of


                                                                              52
<PAGE>   6
         the other party.

5.11     CONTROLLING LAW. This Agreement will be construed under and governed by
         the law of the Province of Ontario, Canada.

5.12     NOTICES. Any notice that may be or is required to be given under this
         Agreement will be written. Any written notices will be sent by
         registered mail or certified mail, postage prepaid, return receipt
         requested. All such notices will be deemed to have been given when
         received, properly addressed pursuant to the addresses below:

         CADIGITIZING CORPORATION               THE WIDECOM GROUP, INC.
         5712 Bridgeton Ct.                     267 Matheson Blvd. East
         Palm Harbor, Florida 34685 1X8         Mississauga, Ontario, Canada L4Z
         Attention: Charles W. Doane            Attention: Suneet Tuli

5.13     ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of
         the parties as to the subject matter hereof and supersedes any and all
         prior or written memoranda, understandings and agreements as to such
         subject matter.

THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS AGREEMENT AND ITS ATTACHMENTS
AND AGREE TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS.

CADIGITIZING CORPORATION               THE WIDECOM GROUP, INC.

By /s/                                 By /s/
  -----------------------------           -------------------------------
  Charles W. Doane                        Suneet Tuli
  Printed Name                            Printed Name


                                       Executive Vice President
-------------------------------        ----------------------------------
Title                                  Title

-------------------------------        ----------------------------------
Date                                   Date
5712 Bridgeton Ct.                     267 Matheson Blvd. East


Mailing Address                        Mailing Address
Palm Harbor, Florida 34685             Mississauga, Ontario, Canada
                                       L4Z 1X8

-------------------------------        ----------------------------------
-------------------------------        ----------------------------------
Mailing Address                        Mailing Address

813-781-6283       813-781-7973        905-712-0505      905-712-0506
-------------------------------        ----------------------------------
Phone               Fax                Phone               Fax


                                                                              53
<PAGE>   7
                             OMITTED IN ITS ENTIRETY

                                    EXHIBIT 1



                                                                              
  This exhibit is filed separately with the Securities and Exchange Commission
               pursuant to a request for confidential treatment.


                                                                              54
<PAGE>   8
                            The Widecom Group, Inc.
                          Suggested Retail Price List
                                     ($US)
                                   EXHIBIT 2


                                SCANNERS & STAND
<TABLE>
<CAPTION>


Part #         Description                                                                    S.R.P.
-------------------------------------------------------------------------------------------------------
<S>            <C>                         <C>                                                <C>
SLC436Color    Max. Image Width:           36"                                                $9,840.00
               Optical Resolution:         400dpi
               Head Technology:            Single line contact
               Speed:                      0.06 inches per second at 400 dpi, 24 bit color,
                                           0.11 inches per second at 200 dpi, 24 bit color,
                                           2.0 inches per second at 400 dpi, black & white
                                           4.0 inches per second at 200 dpi, black & white
               Interface Card:             Widecom Parallel ISA Card & cable
               Software:                   Scan Driver, View & Save + Twain Drivers
               Operating System:           Microsoft Windows95 compatible
-------------------------------------------------------------------------------------------------------
SLC436+B/W     Max. Image Width:           36"                                                $8,495.00
               Optical Resolution:         400dpi
               Head Technology:            Single line contact
               Speed:                      2.0 inches per second at 400 dpi, black & white
                                           4.0 inches per second at 200 dpi, black & white
               Interface Card:             Widecom Parallel ISA Card & cable
               Software:                   Scan Driver, View & Save + Twain Drivers
               OS Compatibility:           Microsoft Windows95
-------------------------------------------------------------------------------------------------------
436 Stand     Optional 436 Scanner Stand                                                        $695.00
-------------------------------------------------------------------------------------------------------
</TABLE>
Notes:
1. All prices are FOB Noida, India and are exclusive of freight, insurance,
   duties, and taxes.

                                    SOFTWARE
<TABLE>
<CAPTION>


Part #         Description                                                                    S.R.P.
-------------------------------------------------------------------------------------------------------
<S>            <C>                         <C>                                                <C>
BW-1           Software:                   Scanner Driver, View & Save + Twain Drivers          $249.00
               OS Compatibility:           Microsoft Windows95                                (per extra
                                                                                                seat)
-------------------------------------------------------------------------------------------------------
Color-1        Software:                   Scanner Driver. View & Save + Twain Drivers          $349.00
               OS Compatibility:           Microsoft Windows95                                (per extra
                                                                                                seat)
-------------------------------------------------------------------------------------------------------
</TABLE>
Notes:
1. All prices are FOB Mississauga, Ontario, Canada and are exclusive of freight,
   insurance, duties, and taxes.


                                    SUPPLIES
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
<S>            <C>                                                                            <C>
KP-5           Calibration Paper for SLC436Color Scanner (42" x 24")                             $39.00
-------------------------------------------------------------------------------------------------------
KP-7           Scanning Head Cleaning Sheets for SLC436Color (box of 10)                         $10.95
-------------------------------------------------------------------------------------------------------
</TABLE>
Notes:
1. All prices are FOB Mississauga, Ontario, Canada and are exclusive of
   freight, insurance, duties, and taxes.



                                                                               7

<PAGE>   9
                            The Widecom Group, Inc.
                          Suggested Retail Price List
                                     ($US)
                             SPARE PARTS PRICE LIST

                            SUBASSEMBLIES AND PARTS

<TABLE>
<CAPTION>
Part #         Description                                            S.R.P.
=============================================================================
<S>            <C>                                                    <C>
436TRF         TRANSFORMER                                            $238.00
-----------------------------------------------------------------------------
436RLR         ROLLER/MAIN                                            $310.00
-----------------------------------------------------------------------------
436DSM         DRIVE STEPMOTOR                                        $120.00
-----------------------------------------------------------------------------
436BGR         BIG GEAR/120 TEETH                                      $85.00
-----------------------------------------------------------------------------
436SGR         SMALL GEAR/30 TEETH                                     $45.00
-----------------------------------------------------------------------------
436BLT         BELT                                                    $35.00
-----------------------------------------------------------------------------
436LCD         DISPLAY/LCD                                            $140.00
-----------------------------------------------------------------------------
436KBD         KEYBOARD SET                                           $120.00
-----------------------------------------------------------------------------
436GLS         GLASS                                                  $110.00
-----------------------------------------------------------------------------
436BPL         BACK COVER PANEL                                       $110.00
-----------------------------------------------------------------------------
436LSB         LEFT SIDE BOX                                          $120.00
-----------------------------------------------------------------------------
436RSB         RIGHT SIDE BOX                                         $140.00
-----------------------------------------------------------------------------
436FPP         FRONT PAPER FEEDING PANEL                              $160.00
-----------------------------------------------------------------------------
436SRL         SMALL SUPPORTING ROLLERS/SET                            $65.00
-----------------------------------------------------------------------------
436PCPS        POWER SUPPLY                                            $80.00
-----------------------------------------------------------------------------
436MSW         MAIN POWER SWITCH                                       $15.00
-----------------------------------------------------------------------------
436BTP         BOTTOM PANEL                                           $110.00
-----------------------------------------------------------------------------
436BDY         CHASSIS                                                $550.00
-----------------------------------------------------------------------------

                              BOARD LEVEL PRODUCTS

-----------------------------------------------------------------------------
436PSB         POWER SUPPLY BOARD                                     $450.00
-----------------------------------------------------------------------------
436INB         INTERFACE BOARD                                        $300.00
-----------------------------------------------------------------------------
436MTB         MOTHER BOARD                                           $650.00
-----------------------------------------------------------------------------
436AVB         AVERAGING BOARD                                        $850.00
-----------------------------------------------------------------------------
436MMC         MEMORY MAP CARD                                        $200.00
-----------------------------------------------------------------------------

                             SPARE KITS AND CABLES

-----------------------------------------------------------------------------
436SMK         SCANNER MODULEKIT, INCLUDES MODULE ASSEMBLY, GLASS,
               LAMPS, METAL CASE, CABLES                             $4500.00
-----------------------------------------------------------------------------
436SSK         SENSOR BOARD AND CABLE                                  $90.00
-----------------------------------------------------------------------------
436CB1         SXPS, SPSMB, SPSAV, SPSMTR ($25.00 EACH)               $100.00
-----------------------------------------------------------------------------
436CB2         SPSINT, SINTAV, SMBPS ($15.00 EACH)                     $45.00
-----------------------------------------------------------------------------
436CB3         SMBINT, SAVMB, SINTBP ($20.00 EACH)                     $60.00
-----------------------------------------------------------------------------
436INC         INTERFACE CABLE                                         $30.00
-----------------------------------------------------------------------------
</TABLE>
Notes:
All prices are FOB Noida, India and are exclusive of freight, insurance,
duties, and taxes.


                                                                             8


<PAGE>   10
                            The Widecom Group, Inc.
                          Suggested Retail Price List
                                     ($US)
                             SPARE PARTS PRICE LIST


                            STANDARD SPARE PART KIT


<TABLE>
<S>            <C>                                          <C>
436PSB         POWER SUPPLY BOARD                           $450.00
436INB         INTERFACE BOARD                              $300.00
436MTB         MOTHER BOARD                                 $650.00
436AVB         AVERAGING BOARD                              $850.00
436MMC         MEMORY MAP CARD                              $200.00
436BLT         BELT                                         $ 35.00
436LCD         DISPLAY/LCD                                  $140.00
436KBD         KEYBOARD SET                                 $120.00
436CB1         SXPS, SPSMB, SPSAV, SPSMTR ($25.00 EACH)     $100.00
436CB2         SPSINT, SMBPS ($15.00 EACH)                  $ 30.00
436CB3         SMBINT, SAVMB, SINTBP ($20.00 EACH)          $ 60.00
436INC         INTERFACE CABLE                              $ 30.00
436MSW         MAIN POWER SWITCH                            $ 15.00
TOOLS          TOOL KIT                                     $ 70.00
                                                          ---------
                                             TOTAL        $3,140.00
</TABLE>


Notes:
All prices are FOB Mississauga, Canada and are exclusive of freight, insurance,
duties, and taxes.


                                       9
<PAGE>   11
                            The Widecom Group, Inc.
                               Discount Schedule


                               DISCOUNT SCHEDULE
<TABLE>
<CAPTION>

PRODUCT                           DISCOUNT
-------------------------------------------------------------------------------------------------------------
<S>                               <C>                                <C>
SLC  436 Color Scanner            Units Purchased                   Discount from Suggested Retail List Price
&                                -----------------                  -----------------------------------------
SLC436+B/W Scanner         Initial Purchase Order: 150                           36.0%
                                   151-300                                       36.5%
                                   301-999                                       38.0%
                                    1000+                                        40.0%
                           Note: Purchases are cumulative over the Term of the Agreement.
436 Stand                  30% Discount from Suggested Retail List Price.
Software                   30% Discount from Suggested Retail List Price.
Supplies                   30% Discount from Suggested Retail List Price.
Spare Parts                30% Discount from Suggested Retail List Price.
</TABLE>

                                                                              10