
<PAGE>1


                     Rights and Obligations with respect to
                             Registrable Securities

                  The holders of CompUSA Common Stock issued pursuant to
Sections 3.1 and 3.14 of the Merger Agreement shall have the following rights
and obligations with respect to such shares:

                  1.       Definitions.  Capitalized terms used herein without
definition shall have the respective meanings set forth in the Merger
Agreement.  As used in this Annex I, unless the context otherwise requires,
the following terms have the following respective meanings:

                  "Broker" has the meaning set forth in Section 2.

                  "Commission" means the Securities and Exchange Commission or
any other federal agency at the time administering the Securities Act.

                  "CSFB" has the meaning set forth in Section 2.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any successor federal statute, and the rules and regulations of
the Commission thereunder, all as the same shall be in effect at the time.
Reference to a particular section of the Exchange Act shall include a
reference to the comparable section, if any, of any such successor federal
statute.

                  "Majority Holders" means stockholders owning a majority of
the Registrable Securities outstanding at the time of determination.

                  "NYSE" means the New York Stock Exchange, Inc.

                  "Person" means any individual, corporation, partnership,
trust, incorporated or unincorporated association, joint venture, joint stock
company, government (or an agency, department or political subdivision
thereof) or other entity of any kind.

                  "Registrable Securities" means (i) the shares of CompUSA
Common Stock received by the Company Stockholders at the Effective Time by
virtue of the Merger and (ii) any Related Registrable Securities. As to any
particular Registrable Securities, such securities shall cease to be
Registrable Securities when (a) a registration statement with respect to the
sale of such securities shall have become effective under the Securities Act
and such securities shall have been disposed of in accordance with such
registration statement, (b) they shall have been otherwise transferred, and
new certificates for them not

<PAGE>2


bearing a legend restricting further transfer shall have been delivered by
CompUSA and subsequent public distribution of them shall not, in the opinion
of counsel to the holders (or in the opinion of counsel to CompUSA, which
opinion is reasonably satisfactory to the holders), require registration of
them under the Securities Act, or (c) they shall have ceased to be
outstanding.

                  "Registration Expenses" means all costs, fees and expenses
incident to CompUSA's performance of or compliance with Section 3, including,
without limitation, all registration, filing and NASD fees, all fees and
expenses of complying with securities or blue sky laws, all word processing,
duplicating and printing expenses, messenger and delivery expenses and the fees
and disbursements of counsel for CompUSA and of its independent public
accountants and of one counsel for the Company Stockholders, selected by the
Majority Holders, but excluding any underwriting fees, expenses, discounts or
other costs payable to any underwriter, broker or dealer.

                  "Related Registrable Securities" means any securities of
CompUSA issued or issuable with respect to the shares of CompUSA Common Stock
received by the Company Stockholders at the Effective Time by virtue of the
Merger by way of a dividend or stock split or in connection with a combination
of shares, recapitalization, merger, consolidation or other reorganization or
otherwise.

                  "Representative" has the meaning set forth in Section 3.3.

                  "Securities Act" means the Securities Act of 1933, as
amended, or any successor federal statute, and the rules and regulations of
the Commission thereunder, all as the same shall be in effect at the time.
References to a particular section of the Securities Act shall include a
reference to the comparable section, if any, of any such successor federal
statute.

                  "Seller Indemnified Parties" has the meaning set forth in
Section 3.4(a).

                  "Shares" means the shares of CompUSA Common Stock to be
received by the Company Stockholders pursuant to Sections 3.1 and 3.14 of the
Merger Agreement.

                  "Shelf Registration" has the meaning set forth in Section
3.1.

                  "Target Date" means the date on which CompUSA makes publicly
available financial information reflecting at least 30 days of combined
operations of CompUSA and the Company.



<PAGE>3


                  "Termination Date" mean the first date on which any of the
Registrable Securities may be distributed to the public pursuant to Rule 144
(or any successor provision) under the Securities Act.

                  2. Engagement of CS First Boston Corporation. Except as
otherwise provided in this Section 2, as a condition to including Registrable
Securities in any registration statement filed pursuant to this Annex I,
CompUSA may require each Company Stockholder who received more than 20,000
Shares at the Effective Time by virtue of the Merger and who desires to
include such Shares in such registered offering, to agree in writing to engage
CS First Boston Corporation ("CSFB") to act as such stockholder's broker,
dealer or other intermediary in connection with sales to be made pursuant to
the registration statement (other than any privately negotiated sales). Such
stockholder (i) shall first seek to engage CSFB as broker, dealer or other
intermediary ("Broker") in connection with any such proposed sale and, in
connection therewith, shall furnish to CSFB such stockholder's written
instructions with respect thereto, and (ii) prior to such time, shall not
approach or solicit another Broker with respect to such transaction.
Notwithstanding the foregoing, no such stockholder shall be required to engage
CSFB as such stockholder's Broker if (i) the fees and terms on which CSFB
proposes to so act are other than CSFB's customary fees and terms for
transactions of the type proposed, or (ii) the fees and terms on which CSFB
proposes to so act are materially less favorable to the stockholder than may
be obtained generally from other full service brokerages (i.e., firms other
than discount brokerage firms) for transactions of the type proposed or (iii)
CSFB fails to execute any trade in accordance with industry standards
applicable to transactions of the type covered by the stockholder's written
instructions. Upon the occurrence of any event described in clause (i), (ii)
or (iii) of the prior sentence, the Company Stockholder shall thereafter be
entitled to sell Shares included in the registration statement through any
Broker of its choice. In addition, notwithstanding the foregoing, each Company
Stockholder shall be entitled to sell up to 20,000 Shares per calendar month
through any Broker of its choice.

                  3.       Registration Under Securities Act, etc.

                  3.1  Filing of Shelf Registration Statement. (a) As soon as
is reasonably practicable after the Effective Time, CompUSA shall file a
"shelf" registration statement pursuant to Rule 415 under the Securities Act
(the "Shelf Registration") with respect to the Registrable Securities to be
issued to the Company Stockholders pursuant to the Merger Agreement. CompUSA
shall use its best efforts to (i) have the Shelf Registration declared

<PAGE>4


effective on or before the Target Date, and (ii) keep the Shelf Registration
continuously effective from the date such Shelf Registration is declared
effective until the Termination Date.

                  (b) Subject to Section 9 hereof, CompUSA shall promptly
supplement or amend, if necessary, the Shelf Registration, as required by the
registration form utilized by CompUSA or by the instructions applicable to such
registration form or by the Securities Act, and CompUSA shall furnish to the
holders of the Registrable Securities to which the Shelf Registration relates
copies of any such supplement or amendment prior to its being used and/or filed
with the Commission. CompUSA shall pay all Registration Expenses incurred in
connection with the Shelf Registration and any supplements or amendments
thereto, whether or not it becomes effective, and whether all, none or some of
the Registrable Securities are sold pursuant to the Shelf Registration.

                  3.2  Registration Procedures.  (a) In connection with the
registration statement filed pursuant to Section 3.1, CompUSA will, as
expeditiously as possible:

                            (i) subject to Section 9 hereof, prepare and file
         with the Commission such amendments and supplements to such
         registration statement and the prospectus used in connection therewith
         as may be necessary to keep such registration statement effective and
         to comply with the provisions of the Securities Act with respect to the
         disposition of all Registrable Securities covered by such registration
         statement or as may be reasonably requested by the Majority Holders,
         until such time as all of such Registrable Securities have been
         disposed of in accordance with the intended methods of disposition by
         the seller or sellers thereof set forth in such registration statement
         (without limiting the generality of the foregoing, CompUSA will prepare
         and file such amendments and supplements as may be required to permit
         the distributees of any Registerable Securities held by a partnership
         or other entity or the donees of any Registerable Securities held by
         any stockholder to sell such shares pursuant to the registration
         statement);

                            (ii) furnish to each seller of Registrable
         Securities covered by such registration statement, one original and
         such number of conformed copies of such registration statement and of
         each such amendment and supplement thereto (in each case including all
         exhibits) and such number of copies of the prospectus contained in such
         registration statement (including each preliminary prospectus and any
         summary prospectus) and any other prospectus filed under Rule 424 under
         the Securities Act, in

<PAGE>5


         conformity with the requirements of the Securities Act, and such
         other documents, as such seller may reasonably request;

                            (iii) use its best efforts (x) to register or
         qualify all Registrable Securities and other securities covered by such
         registration statement under such other securities or blue sky laws of
         such States of the United States of America where an exemption is not
         available and as the sellers of Registrable Securities covered by such
         registration statement shall reasonably request, (y) to keep such
         registration or qualification in effect for so long as such
         registration statement remains in effect, and (z) to take any other
         action which may be reasonably necessary or advisable to enable such
         sellers to consummate the disposition in such jurisdictions of the
         securities to be sold by such sellers, except that CompUSA shall not
         for any such purpose be required to qualify generally to do business as
         a foreign corporation in any jurisdiction wherein it would not, but for
         the requirements of this subdivision (iii), be obligated to be so
         qualified, subject itself to taxation in any such jurisdiction or to
         consent to general service of process in any such jurisdiction;

                            (iv) use its best efforts to cause all Registrable
         Securities covered by such registration statement to be registered with
         or approved by such other federal or state governmental agencies or
         authorities or self regulatory organizations as may be necessary or
         desirable, in the opinion of counsel to CompUSA or counsel to the
         seller or sellers of Registrable Securities, to enable the seller or
         sellers thereof to consummate the disposition of such Registrable
         Securities;

                            (v) promptly notify each seller of Registrable
         Securities covered by such registration statement at any time when a
         prospectus relating thereto is required to be delivered under the
         Securities Act, upon discovery that, or upon the happening of any event
         as a result of which, the prospectus included in such registration
         statement, as then in effect, includes an untrue statement of a
         material fact or omits to state any material fact required to be stated
         therein or necessary to make the statements therein not misleading, in
         the light of the circumstances under which they were made, and, subject
         to Section 9 hereof, at the request of any such seller, promptly
         prepare and furnish to each prospective seller a reasonable number of
         copies of a supplement to or an amendment of such prospectus as may be
         necessary so that, as thereafter delivered to the purchasers of such
         securities, such prospectus shall not include an untrue statement of a
         material fact or omit to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading in
         the light of the circumstances under which they were made;



<PAGE>6


                            (vi)     use its best efforts to list all
         Registrable Securities covered by such registration statement on the
         NYSE; and

                            (vii) to maintain on file with the NYSE a copy of
         the most recent prospectus and otherwise use its best efforts to allow
         the sellers to satisfy the prospectus delivery requirements of the
         Securities Act in a manner not requiring physical delivery of a
         prospectus.

                  (b) CompUSA may require each holder of Registrable Securities
as to which any registration is being effected to (i) furnish CompUSA such
information regarding such holder and the distribution of such securities as
CompUSA may from time to time reasonably request in writing and (ii) otherwise
agree to comply with the Securities Act and the Exchange Act in connection with
the registration and distribution of the Registrable Securities.

                  (c) As a condition to including shares in any registration
statement, CompUSA may require any holder of Registrable Securities to agree
that, upon receipt of any notice from CompUSA of the happening of any event of
the kind described in (i) subdivision (v) of Section 3.2(a) or (ii) Section 9,
such holder will forthwith discontinue such holder's disposition of Registrable
Securities pursuant to the registration statement relating to such Registrable
Securities until (x) in the case of a notice under clause (i) above, such
holder's receipt of the copies of the supplemented or amended prospectus
contemplated by subdivision (v) of Section 3.2(a), or until it is advised in
writing by CompUSA that the use of the applicable prospectus may be resumed,
and, if so directed by CompUSA, such holder will promptly deliver to CompUSA (at
CompUSA's expense) all copies, other than permanent file copies, then in such
holder's possession of the prospectus relating to such Registrable Securities
current at the time of receipt of such notice or (y) in the case of a notice
under clause (ii) above, until expiration of the 30th day following the date of
such notice or of any subsequent notice given in accordance with Section 9
hereof.

                  (d) If CompUSA suspends a registration statement or requires
stockholders to cease sales of Registrable Securities pursuant to this section,
CompUSA shall, as promptly as practicable following the termination of the
circumstances which entitled CompUSA to do so, take such actions as may be
necessary to reinstate the effectiveness of such registration statement and/or
give written notice to all stockholders authorizing them to resume sales
pursuant to such registration statement.

                  3.3  Preparation; Reasonable Investigation.  In connection
with the preparation and filing of the registration statement under the
Securities Act pursuant to this Annex I, CompUSA (i) shall give a
representative holder designated in

<PAGE>7


writing to CompUSA by the Majority Holders (the "Representative") and counsel
and accountants designated by the Representative the opportunity to
participate in the preparation of such registration statement, each prospectus
included therein or filed with the Commission, and each amendment thereof or
supplement thereto, (ii) shall give each of them such reasonable access to its
books and records and such opportunities to discuss the business of CompUSA
with its officers and the independent public accountants who have certified
its financial statements as shall be necessary, in the opinion of the
Representative and such counsel or accountants, to conduct a reasonable
investigation within the meaning of the Securities Act, subject to each such
person agreeing to treat confidentially any non-public information disclosed
to them as a result of such investigation and (iii) shall promptly notify the
Representative and its counsel of any stop order issued or threatened by the
Commission and promptly take all reasonable actions required to prevent the
entry of such stop order or to remove it if entered.

                  3.4  Indemnification.

                  (a) Indemnification by CompUSA. CompUSA will, and hereby does,
indemnify and hold harmless, in the case of any registration statement filed
pursuant to Section 3.1, each seller of any Registrable Securities covered by
such registration statement, each other Person, if any, who controls such seller
within the meaning of the Securities Act, each broker, dealer or underwriter
acting on behalf of such seller and their respective directors, officers,
partners, shareholders, employees and affiliates ("Seller Indemnified Parties")
against any losses, claims, damages or liabilities, joint or several, to which
such Seller Indemnified Parties may become subject under the Securities Act or
otherwise, including, without limitation, the reasonable fees and expenses of
legal counsel, insofar as such losses, claims, damages or liabilities (or
actions or proceedings, whether commenced or threatened, in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in any registration statement under which such
securities were registered under the Securities Act, any preliminary prospectus,
final prospectus or summary prospectus contained therein, or any amendment or
supplement thereto, or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances in which they were made, not misleading,
or any violation by CompUSA of the Securities Act, and CompUSA will reimburse
each such Seller Indemnified Parties for any reasonable legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, liability, action or proceeding; provided, that CompUSA shall
not be liable in any such case to the extent that any such loss, claim, damage,
liability (or action or proceeding in respect thereof) or expense

<PAGE>8


arises out of or is based upon (i) an untrue statement or alleged untrue
statement or omission or alleged omission made in such registration statement,
any such preliminary prospectus, final prospectus, summary prospectus,
amendment or supplement in reliance upon and in conformity with written
information furnished to CompUSA through an instrument duly executed by or on
behalf of such seller specifically stating that it is for use in the
preparation thereof or (ii) the sale of Registrable Securities pursuant to the
registration statement to any person, if such seller (x) failed to send or
give a copy of the prospectus, as the same may be then supplemented or
amended, to such person within the time required by the Securities Act and the
untrue statement or alleged untrue statement or omission or alleged omission
of a material fact contained in such prospectus was corrected in the
prospectus, as amended or (y) engaged in such sale in breach of its agreements
pursuant to Section 3.2(c). Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of any such Seller
Indemnified Parties and shall survive the transfer of such securities by such
seller.

                  (b) Indemnification by the Sellers. As a condition to
including any Registrable Securities in any registration statement, CompUSA may
require such prospective seller to agree to indemnify and hold harmless (in the
same manner and to the same extent as set forth in Section 3.4(a)) CompUSA, and
each director, officer, employee and shareholder of CompUSA and each other
Person, if any, who participates or may be considered as an underwriter in the
offering or sale of such securities and each other Person who controls CompUSA
within the meaning of the Securities Act ("CompUSA Indemnified Parties") with
respect to (i) any untrue statement or alleged untrue statement of a material
fact contained in or any omission or alleged omission to state therein a
material fact in any such registration statement, any preliminary prospectus,
final prospectus or summary prospectus contained therein, or any amendment or
supplement thereto, if such untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity with
written information furnished to CompUSA through an instrument duly executed by
or on behalf of such seller specifically stating that it is for use in the
preparation of such registration statement, preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement (provided that the
liability of such indemnifying party under this clause (i) shall be limited to
the amount of proceeds received by such indemnifying party in the offering
giving rise to such liability), or (ii) is any sale of any Registrable
Securities by such seller under the circumstances described in clause (ii) of
the proviso to Section 3.4(a). Such indemnity shall remain in full force and
effect, regardless of any investigation made by or on behalf of CompUSA
Indemnified Parties and shall survive the transfer of such securities by such
seller.



<PAGE>9


                  (c) Notices of Claims, etc. Promptly after receipt by an
indemnified party of notice of the commencement of any action or proceeding
involving a claim referred to in the preceding subdivisions of this Section 3.4,
such indemnified party will, if a claim in respect thereof is to be made against
an indemnifying party, give written notice to the latter of the commencement of
such action; provided, however, that the failure of any indemnified party to
give notice as provided herein shall not relieve the indemnifying party of its
obligations under the preceding subdivisions of this Section 3.4, except to the
extent that the indemnifying party is actually prejudiced by such failure to
give notice. In case any such action is brought against an indemnified party,
the indemnifying party shall be entitled to participate in and to assume the
defense thereof, jointly with any other indemnifying party similarly notified to
the extent that it may wish, with counsel reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party for any legal
or other expenses subsequently incurred by the latter in connection with the
defense thereof other than reasonable costs of investigation; provided, however,
that if the indemnified party reasonably believes it is advisable for it to be
represented by separate counsel because there exists a conflict of interest
between its interests and those of the indemnifying party with respect to such
claim, or there exist defenses available to such indemnified party which may not
be available to the indemnifying party, or if the indemnifying party shall fail
to assume responsibility for such defense, the indemnified party may retain
counsel satisfactory to it and the indemnifying party shall pay all fees and
expenses of one such counsel. No indemnifying party shall be liable for any
settlement of any action or proceeding effected without its written consent,
which consent shall not be unreasonably withheld or delayed. No indemnifying
party shall, without the consent of the indemnified party, consent to entry of
any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to such claim or
litigation or which requires action other than the payment of money by the
indemnifying party. Each indemnified party shall furnish such information
regarding itself or the claim in question as an indemnifying party may
reasonably request in writing and as shall be reasonably requested in connection
with the defense of such claim and litigation resulting therefrom.

                  (d) Contribution. If the indemnification provided for in this
Section 3.4 shall for any reason be held by a court of competent jurisdiction to
be unavailable to an indemnified party under subparagraph (a) or (b) hereof in
respect of any loss, claim, damage or liability, or any action in respect
thereof, then, in lieu of the amount paid or payable under subparagraph (a) or
(b) hereof, the indemnified party and the indemnifying

<PAGE>10


party under subparagraph (a) or (b) hereof shall contribute to the aggregate
losses, claims, damages and liabilities (including legal or other expenses
reasonably incurred in connection with investigating the same), (i) in such
proportion as is appropriate to reflect the relative fault of CompUSA and the
sellers of Registrable Securities covered by the registration statement in
connection with the statements or omissions which resulted in such loss,
claim, damage or liability, or action in respect thereof, as well as any other
relevant equitable considerations (the relative fault of CompUSA and such
sellers to be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
CompUSA or such sellers and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission)
or (ii) if the allocation provided by clause (i) above is not permitted by
applicable law; in such proportion as shall be appropriate to reflect the
relative benefits received by CompUSA and such sellers from the offering of
the securities covered by such registration statement. No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation. Such sellers' obligations to
contribute as provided in this subparagraph (d) are several in proportion to
the relative value of their respective Registrable Securities covered by such
registration statement and not joint and no seller shall be liable under this
subparagraph (d) for any amount in excess of the proceeds received by the
seller in the offering giving rise to the liability hereunder. In addition, no
Person shall be obligated to contribute hereunder any amounts in payment for
any settlement of any action or claim effected without such Person's consent,
which consent shall not be unreasonably withheld or delayed.

                  (e) Other Indemnification. Indemnification and contribution
similar to that specified in the preceding subdivisions of this Section 3.4
(with appropriate modifications) shall be given by CompUSA and each seller of
Registrable Securities with respect to any required registration or other
qualification of securities under any federal or state law, rule or regulation
of any governmental authority other than the Securities Act.

                  (f) Indemnification Payments. The indemnification and
contribution required by this Section 3.4 shall be made by prompt periodic
payments of the amount thereof during the course of the investigation or
defense, as and when bills are received or expense, loss, damage or liability is
incurred.

                  4.       Rule 144 and Rule 144A. CompUSA shall take all
actions

<PAGE>11


reasonably necessary to enable holders of Registrable Securities to sell such
securities without registration under the Securities Act within the limitation
of the exemptions provided by (a) Rule 144 under the Securities Act, as such
Rule may be amended from time to time, (b) Rule 144A under the Securities Act,
as such Rule may be amended from time to time, or (c) any similar rules or
regulations hereafter adopted by the Commission, including, without limiting
the generality of the foregoing, filing on a timely basis all reports required
to be filed by the Exchange Act. Upon the request of any holder of Registrable
Securities, CompUSA will deliver to such holder a written statement as to
whether it has complied with such requirements. If at any time after the
Termination Date but prior to the date when Registrable Securities may be
resold by non-affiliates pursuant to Rule 144(k), or any similar successor
rule, CompUSA ceases to be in compliance with the applicable requirements of
Rule 144, CompUSA shall promptly prepare and file a new Shelf Registration (to
the extent CompUSA is then eligible to use shelf registration) with respect to
the Registrable Securities then outstanding and use its best efforts to (i)
have such Shelf Registration declared effective as promptly as practicable and
(ii) keep such Shelf Registration continuously effective until the date when
any Registrable Securities may be resold by non-affiliates pursuant to Rule
144(k), or any similar successor rule.

                  5. Amendments . This Annex I may be amended only upon the
prior written consent of CompUSA and the Majority Holders. Each holder of any
Registrable Securities at the time or thereafter outstanding shall be bound by
any consent authorized by this Section 5, whether or not such Registrable
Securities shall have been marked to indicate such consent.

                  6. Nominees for Beneficial Owners. In the event that any
Registrable Securities are held by a nominee for the beneficial owner thereof,
the beneficial owner thereof may, at its election in writing delivered to
CompUSA, be treated as the holder of such Registrable Securities for purposes of
any request, consent, waiver or other action by any holder or holders of
Registrable Securities pursuant to this Annex I or any determination of any
number or percentage of shares of Registrable Securities held by any holder or
holders of Registrable Securities contemplated by this Annex I. If the
beneficial owner of any Registrable Securities so elects, CompUSA may require
assurances reasonably satisfactory to it of such owner's beneficial ownership of
such Registrable Securities.

                  7.       Notices.  All notices, demands and other
communications provided for or permitted hereunder shall be made in the manner
provided in the Merger Agreement, and, in the case of the Company
Stockholders,

<PAGE>12


shall be addressed in the manner set forth in the stock record books of the
Company.

                  8. Assignment. This Annex I shall be binding upon and inure to
the benefit of and shall be enforceable by the Company Stockholders, by virtue
of the approval of the Merger and such stockholder's receipt of CompUSA Common
Stock pursuant to Section 3.1 or 3.14 of the Merger Agreement, and by the
Company, and their respective successors and assigns and, with respect to any
Company Stockholder, any holder of any Registrable Securities, provided that,
with respect to a transferee or assignee of shares of Registrable Securities,
(i) such transfer is effected in accordance with applicable securities law, (ii)
CompUSA is given written notice of such assignment prior to such assignment or
promptly thereafter, and (iii) the transferee or assignee by written agreement
acknowledges that he is bound by the terms of this Annex I.

                  9. Holdback Agreements. Notwithstanding anything in this Annex
I to the contrary, if the Board of Directors of CompUSA determines in good faith
(i) that it is in the best interests of CompUSA not to disclose the existence of
facts surrounding any proposed or pending corporate transaction involving
CompUSA or (ii) that it would otherwise be disadvantageous to CompUSA and its
stockholders for any Shelf Registration to be amended or supplemented, then
CompUSA may notify the Company Stockholders, up to four separate times during
the period in which the effectiveness of the Shelf Registration is required to
be maintained hereunder, that it elects to suspend the rights of the Company
Stockholders to make sales pursuant to the Shelf Registration for a period of
time not to exceed 30 days from the date of such notice, provided that, CompUSA
may exercise its rights under this Section 9 no more than two times during any
period of 70 consecutive days. The Company Stockholders hereby agree not to make
any such sales during the period specified in such notice.

                  10.      No Inconsistent Agreements. CompUSA will not
hereafter enter into any agreement with respect to its securities which is
inconsistent with the rights granted to the holders of Registrable Securities
in this Annex I.

                  11. Remedies. Each holder of Registrable Securities, in
addition to being entitled to exercise all rights granted by law, including
recovery of damages, will be entitled to specific performance of its rights
hereunder. CompUSA agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions
of this Annex I and hereby agrees to waive the defense in any action for
specific performance that a remedy at law would be adequate.


