FORM OF EXCHANGE AGENT AGREEMENT

Exhibit 99.3

________ __, 2006                     

FORM OF EXCHANGE AGENT AGREEMENT

J.P. Morgan Trust Company, National Association
600 Travis Street – 11th Floor
Houston, Tx. 77001

Attention:      Mary Jane Henson

Ladies and Gentlemen:

     WESCO Distribution, Inc., a Delaware corporation (the “Company”), proposes to make an offer (the “Exchange Offer”) to exchange all of its outstanding 7.50% Senior Subordinated Notes due 2017 (the “Old Securities”) for its 7.50% Senior Subordinated Notes due 2017 (the “New Securities”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated                     , 2006 (the “Prospectus”), and in the accompanying Letter of Transmittal (the “Letter of Transmittal”), which are both proposed to be distributed to all record holders of the Old Securities, and which collectively constitute the Exchange Offer. The Old Securities and the New Securities are collectively referred to herein as the “Securities”.

     The Company hereby appoints J.P. Morgan Trust Company, National Association to act as exchange agent (the “Exchange Agent”) in connection with the Exchange Offer. References hereinafter to “you” and “your” shall refer to J.P. Morgan Trust Company, National Association.

     The Exchange Offer is expected to be commenced by the Company on or about                     , 2006. The Letter of Transmittal (the “Letter of Transmittal”) accompanying the Prospectus (or in the case of book-entry securities, the Automated Tender Offer Program (“ATOP”) of The Depository Trust Company (the “Book-Entry Transfer Facility”)) is to be used by the holders of the Old Securities to accept the Exchange Offer and contains instructions with respect to the delivery of certificates for Old Securities tendered in connection therewith. Anything contained herein or in the Prospectus or Letter of Transmittal to the contrary notwithstanding, the Exchange Agent’s obligations with respect to receipt and inspection of the Letter of Transmittal in connection with the Exchange Offer shall be satisfied for all purposes hereof by inspection of the electronic message (the “agent’s message,” as defined in the Prospectus) transmitted to the Exchange Agent by the Book-Entry Transfer Facility, in accordance with ATOP, and by otherwise observing and complying with all procedures established by the Book-Entry Transfer Facility in connection with ATOP, to the extent that ATOP is utilized by the Exchange Offer participants.

     The Exchange Offer shall expire at 5:00 p.m., New York City time, on ___, 2006 or on such subsequent date or time to which the Company may extend the Exchange Offer (the “Expiration Date”).

     Subject to the terms and conditions set forth in the Prospectus, the Company expressly reserves the right to extend the Exchange Offer from time to time and may extend the Exchange Offer by giving oral (promptly confirmed in writing) or written notice to you before 9:00 a.m., New York City time, on the business day following the previously scheduled Expiration Date.

     The Company expressly reserves the right to amend or terminate the Exchange Offer, and not to accept for exchange any Old Securities not theretofore accepted for exchange, upon the occurrence of any of the conditions of the Exchange Offer specified in the Prospectus under the caption “The Exchange Offer—Conditions.” The Company will give oral (promptly confirmed in writing) or written notice of any amendment, termination or non-acceptance to you as promptly as practicable.

     In carrying out your duties as Exchange Agent, you are to act in accordance with the following instructions:

     1. You will perform such duties and only such duties as are specifically set forth in the section of the Prospectus captioned “The Exchange Offer,” and the Letter of Transmittal or as specifically set forth herein; provided, however, that in no way will your general duty to act in good faith be discharged by the foregoing.

     2. You will establish a book-entry account with respect to the Old Securities at the Book-Entry Transfer Facility for purposes of the Exchange Offer within two business days after the date of the Prospectus. Any financial institution that is a participant in the Book-Entry Transfer Facility’s systems may make book-entry delivery of the Old Securities by causing the Book-Entry Transfer Facility to transfer such Old Securities into such account in accordance with the Book-Entry Transfer Facility’s procedures for such transfer; and you may effect withdrawals of tendered Old Securities by book-entry movement out of such account.

     3. You are to examine each Letter of Transmittal and certificate for Old Securities, or Agent’s Message and confirmation of book-entry transfer into your account at the Book-Entry Transfer Facility, as applicable, and any other documents delivered or mailed to you by or for holders of the Old Securities, to ascertain whether: (i) the Letter of Transmittal and any such other documents are duly executed and properly completed in accordance with instructions set forth therein; and (ii) the Old Securities have otherwise been properly tendered. The determination of all questions as to validity, form, eligibility, acceptance and withdrawal with respect to the exchange of any Old Securities shall be made by the Company. In each case where the Letter of Transmittal or any other document has been improperly completed or executed or any of the certificates for Old Securities are not in proper form for transfer or some other irregularity in connection with the acceptance of the Exchange Offer exists, you will endeavor to inform the presenters of the need for fulfillment of all requirements and to take any other action as may be reasonably necessary or advisable to cause such irregularity to be corrected; however, you shall not incur any liabilities for failure to so inform.

     4. With the approval of any designated officer of the Company referred to in Section 5 below (such approval, if given orally, to be promptly confirmed in writing), or any other party designated in writing by any such officer, you are authorized to waive any defects, irregularities or conditions of tender or withdrawal in connection with any tender or withdrawal of Old Securities pursuant to the Exchange Offer.

     5. Tenders of Old Securities may be made only as set forth in the Letter of Transmittal and in the section of the Prospectus captioned “The Exchange Offer,” and Old Securities shall be considered properly tendered to you only when tendered in accordance with the procedures set forth therein.

     Notwithstanding the provisions of this Section 5, Old Securities which the Chief Executive Officer, the Chief Financial Officer, the Treasurer or any Assistant Treasurer of the Company shall approve as having been properly tendered shall be considered to be properly tendered (such approval, if given orally, shall be promptly confirmed in writing).

     6. You shall advise the Company with respect to any Old Securities received subsequent to the Expiration Date and accept any instructions of the Company with respect to disposition of such Old Securities.

     7. You shall accept tenders:

     (a) in cases where the Old Securities are registered in two or more names only if signed by all named holders;

     (b) in cases where the signing person (as indicated on the Letter of Transmittal) is acting in a fiduciary or a representative capacity only when proper evidence of his or her authority so to act is submitted; and

     (c) from persons other than the registered holder of Old Securities, provided that customary transfer requirements, including payment of any applicable transfer taxes, are fulfilled.

     You shall accept partial tenders of Old Securities where so indicated and as permitted in the Letter of Transmittal and deliver certificates for Old Securities to the registrar for split-up and return any untendered Old Securities to the holder (or such other person as may be designated in the Letter of Transmittal) as promptly as practicable after expiration or termination of the Exchange Offer.

     8. Upon satisfaction or waiver of all of the conditions to the Exchange Offer, the Company will notify you (such notice, if given orally, to be promptly confirmed in writing) and will notify or cause to be notified the Book-Entry Transfer Facility of the Company’s acceptance, promptly after the Expiration Date, of all Old Securities properly tendered and you, on behalf of the Company, will exchange such Old Securities for New Securities and cause such accepted Old Securities to be canceled. Delivery of New Securities will be made on behalf of the Company by you at the rate of $1,000 principal amount of New Securities for each $1,000 principal amount of the corresponding Old Securities tendered promptly after notice (such notice if given orally, to be

promptly confirmed in writing) of acceptance of said Old Securities by the Company; provided, however, that in all cases, Old Securities tendered pursuant to the Exchange Offer will be exchanged only after timely receipt by you of certificates for such Old Securities (or confirmation of book-entry transfer into your account at the Book-Entry Transfer Facility) and a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof or an Agent’s Message) with any required signature guarantees and any other required documents. New Securities shall be issued and delivered only in denominations of $1,000 or any integral multiple thereof.

     9. Tenders pursuant to the Exchange Offer are irrevocable; provided, however, subject to the terms and conditions set forth in the Prospectus and the Letter of Transmittal, Old Securities tendered pursuant to the Exchange Offer may be withdrawn at any time prior to the Expiration Date under the circumstances set forth in the Prospectus and the Letter of Transmittal.

     10. The Company shall not be required to accept any Old Securities tendered if any of the conditions set forth in the Prospectus or the Letter of Transmittal are not met. Notice of any decision by the Company not to accept any Old Securities tendered shall be given (if given orally, to be promptly confirmed in writing) by the Company to you.

     11. If, pursuant to the Exchange Offer, the Company does not accept for exchange all or part of the Old Securities tendered because of an invalid tender, the occurrence of certain other events set forth in the Prospectus under the caption “The Exchange Offer” or otherwise, you shall as soon as practicable after the expiration or termination of the Exchange Offer return those certificates representing unaccepted Old Securities (or effect appropriate book-entry transfer), together with any related required documents and the Letters of Transmittal relating thereto that are in your possession, to the persons who deposited them.

     12. All certificates representing unaccepted Old Securities, reissued Old Securities or New Securities, shall be returned or forwarded to, or as directed by the holder thereof, by first-class mail.

     13. You are not authorized to pay or offer to pay any concessions, commissions or solicitation fees to any broker, dealer, bank or other persons or to engage or utilize any person to solicit tenders.

     14. As Exchange Agent hereunder you:

     (a) shall not be liable for any act, omission to act or sufferance to exist, unless the same constitutes your own gross negligence or willful misconduct, and in no event shall you be liable for any special, punitive, indirect or consequential loss or damages of any kind whatsoever, or lost profits, arising in connection with this Agreement even if you have been advised of the likelihood of such loss or damage and regardless of the form of action;

     (b) shall have no duties or obligations other than those expressly set forth herein or as may be subsequently agreed to in writing between you and the Company, and

no implied duties or obligations shall be read into this Agreement against you. No provision in this Agreement shall require you to expend or risk your own funds or otherwise incur financial liability in the performance of any of your duties, or in the exercise of your rights and powers hereunder;

     (c) will be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value or genuineness of any of the certificates or the Book-Entry Confirmations, or the Old Securities represented thereby, deposited with or transferred to you pursuant to the Exchange Offer, and will not be required to make any, and will be regarded as making no, representation as to the validity, value or genuineness of the Exchange Offer;

     (d) shall not be obligated to take any legal action hereunder which might in your judgment involve any expense or liability, unless you shall have been furnished with indemnity or security satisfactory to you;

     (e) may conclusively rely on and shall be fully protected in acting in reliance upon any certificate, instrument, opinion, notice, letter, telegram or other document or security delivered to you and believed by you to be genuine and to have been signed or presented by the proper person or persons;

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