[LOGO] GTSI


                                   GTSI CORP.
                            3901 STONECROFT BOULEVARD
                         CHANTILLY, VIRGINIA 20151-1010

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                             TO BE HELD MAY 9, 2002

      NOTICE IS HEREBY GIVEN that the Annual Meeting of the Stockholders (the
"Meeting") of GTSI Corp., a Delaware corporation (the "Company"), will be held
at 9:00 a.m., local time, on Thursday, May 9, 2002, at the Company's
headquarters located at 3901 Stonecroft Boulevard in Chantilly, Virginia, for
the following purposes, as more fully described in the Company's attached Proxy
Statement:

      1.    To elect two Class 2 directors to serve for a three-year term and
            until their successors are elected and qualified.

      2.    To transact such other business as may properly come before the
            Meeting or any adjournment(s) thereof.

      Only record holders of the Company's common stock at the close of business
on March 20, 2002 are entitled to notice of, and to vote at, the Meeting and at
any adjournment(s) thereof.

      All stockholders are cordially invited to attend the Meeting in person.
Whether or not you expect to attend the Meeting in person, to ensure your
representation at the Meeting, please mark, sign, date and return your proxy
card as promptly as possible. IF YOU RECEIVED YOUR PROXY CARD FROM ADP, YOU MAY
ALSO VOTE YOUR SHARES BY TELEPHONE OR VIA THE INTERNET AT WWW.PROXYVOTE.COM.
PLEASE SEE THE INSTRUCTIONS APPEARING ON YOUR ADP PROXY CARD. Any stockholder
attending the Meeting may vote in person even if such stockholder has returned a
proxy.


                                            By Order of the Board of Directors


                                            John T. Spotila
                                            Secretary
Chantilly, Virginia
April 8, 2002



                                   [LOGO] GTSI

                                   GTSI CORP.
                            3901 STONECROFT BOULEVARD
                         CHANTILLY, VIRGINIA 20151-1010

                                 PROXY STATEMENT

          FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 9, 2002

                 INFORMATION CONCERNING SOLICITATION AND VOTING

GENERAL

         The enclosed proxy is solicited by and on behalf of the Board of
Directors (the "Board") of GTSI Corp., a Delaware corporation ("GTSI" or the
"Company"), for use at the meeting of stockholders to be held on Thursday, May
9, 2002 at 9:00 a.m., local time, or at any adjournment(s) thereof, for the
purposes set forth herein and in the accompanying Notice of Meeting of
Stockholders (the "Meeting"). The Meeting will be held at the Company's
principal executive offices located at 3901 Stonecroft Boulevard in Chantilly,
Virginia 20151-1010.

         This Proxy Statement and the enclosed proxy are first being mailed on
or about April 8, 2002, to all stockholders entitled to notice of, and to vote
at, the Meeting. The Company's annual report for the fiscal year ended December
31, 2001, which contains consolidated financial statements and other information
of interest to stockholders, accompanies this Proxy Statement, but it is not
part of the proxy soliciting material.

         Only stockholders of record at the close of business on March 20, 2002
(the "Record Date") are entitled to notice of, and to vote at, the Meeting. At
the Record Date, 9,806,084 shares of the Company's common stock, par value
$0.005 per share ("Common Stock"), were issued and, excluding 1,570,006 shares
held in treasury, 8,236,078 shares were outstanding. None of the Company's
680,850 shares of authorized preferred stock is outstanding.

         Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before its use by delivering to the Company's
Secretary a written notice of revocation or a duly executed proxy bearing a
later date or by attending the Meeting and voting in person.

VOTING AND SOLICITATION

         As to all matters to be voted upon at the Meeting, each stockholder is
entitled to one vote for each share of Common Stock held. The presence in person
or by proxy of a majority of the outstanding Common Stock entitled to vote
constitutes a quorum for the conduct of business at the Meeting. If a quorum is
present at the Meeting, the two nominees for Class 2 directors receiving the
highest number of affirmative votes of Common Stock present in person or by
proxy and entitled to vote on the election of directors will be elected.
Abstentions are included in the determination of the number of shares present
and entitled to vote for purposes of determining the presence of a quorum.
Broker non-votes (proxies that indicate that brokers or nominees have not
received instructions from the beneficial owner of shares) are


                                       1



counted as shares that are present and entitled to vote for purposes of
determining a quorum. If a broker indicates on the proxy that it does not have
discretionary authority to vote on a particular matter as to certain shares,
those shares will be counted for purposes of determining the presence of a
quorum but will not be treated as present and entitled to vote with respect to
that matter.

      IF A STOCKHOLDER RETURNS A PROXY AND NO INSTRUCTIONS ARE GIVEN, THE SHARES
REPRESENTED THEREBY WILL BE VOTED "FOR" THE ELECTION AS A CLASS 2 DIRECTOR OF
THE TWO NOMINEES LISTED BELOW UNDER "ELECTION OF DIRECTORS."

      The cost of this solicitation will be borne by the Company. The Company
has retained the services of Corporate Investor Communications, Inc. to solicit
proxies from brokers and nominees and to distribute proxy materials to brokerage
houses, banks, custodians and other nominee holders. The estimated cost of such
services is approximately $6,000 plus reasonable out-of-pocket expenses.
Pursuant to Securities and Exchange Commission ("SEC") rules, the Company will
reimburse brokerage firms and other persons representing beneficial owners of
Common Stock for their expenses in forwarding solicitation materials to such
beneficial owners. Proxies may be solicited personally or by telephone or
telegram by certain of the Company's directors, officers and regular employees,
without additional compensation.

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS

      Proposals of stockholders which are intended to be presented by such
stockholders at the annual meeting of stockholders to be held in 2003, including
the nomination of persons to serve on the Board, must be received by the
Company's Secretary not later than December 14, 2002, for inclusion in the proxy
statement for that annual meeting. Stockholders who wish to present a proposal
at the annual meeting of stockholders to be held in 2003 which has not been
included in the Company's proxy materials must submit such proposal in writing
to the Company in care of the Company's Secretary. Any such proposal received by
the Company's Secretary after February 16, 2003, shall be considered untimely
under the provisions of the Company's bylaws governing nominations and the
proposal of other business to be considered by the Company's stockholders at
that annual meeting. In addition, the Company's bylaws contain further
requirements relating to timing and content of the notice which stockholders
must provide to the Company's Secretary for any nomination or other business to
be properly presented at an annual meeting of stockholders. It is recommended
that stockholders submitting proposals direct them to the Company's Secretary by
certified mail, return receipt requested, to ensure timely delivery. No
stockholder proposals were received with respect to the Meeting.


                                       2


                                   PROPOSAL 1
                              ELECTION OF DIRECTORS

INTRODUCTION

      The Company has a classified Board currently consisting of three Class 1
directors, two Class 2 directors and two Class 3 directors. The current terms of
Class 2 and Class 3 directors continue until the annual meeting of stockholders
to be held in 2002 and 2003, respectively, and until their respective successors
are elected and qualified. Class 1 directors were elected in 2001, and their
current term continues until the annual meeting of stockholders to be held in
2004. At each annual stockholders meeting, directors are elected for a full term
of three years to succeed those directors whose term expires at the annual
meeting date. The election of each director requires the vote of holders of a
plurality of the outstanding Common Stock present in person or by proxy and
entitled to be voted at the Meeting. Votes withheld from any director will be
counted for purposes of determining the presence or absence of a quorum, but
have no other legal effect under Delaware law.

      The holders of Common Stock as of the Record Date will elect two Class 2
directors at the Meeting for three-year terms. Unless otherwise instructed,
proxy holders will vote the proxies received by them for the Company's two
nominees named below, both of whom are currently directors of the Company. If
either nominee of the Company is unable or declines to serve as a director at
the time of the Meeting, the proxies will be voted for any nominee who will be
designated by the current Board to fill the vacancy. It is not, however,
expected that either nominee will be unable or will decline to serve as a
director.

      The names of the nominees for Class 2 directors, and certain information
about them, are set forth below:

               NAME              AGE        POSITION(S) WITH THE COMPANY
      ------------------------ --------   ---------------------------------

      Lee Johnson                74       Director
      James J. Leto              58       Director

      THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE
TWO CLASS 2 NOMINEES.

      There is no family relationship between any director or executive officer
of the Company and any other director or executive officer of the Company.

CLASS 2 NOMINEES

      Lee Johnson has been a director of the Company since March 1996. Since
March 1984, Mr. Johnson has been the President of Federal Airways Corporation, a
provider of highly modified, special mission high altitude aircraft to civilian
and defense agencies. From February 1986 to August 1994, Mr. Johnson served as
Chairman of the Board of Directors of Falcon Microsystems, Inc. ("Falcon"), a
government microcomputer reseller founded by Mr. M. Dendy Young, the Chairman of
the Board and the Company's Chief Executive Officer, and acquired by the Company
in 1994.

      James J. Leto has been a director of the Company since February 1996. From
June 1996 through February 2001, he was the Chairman, President and Chief
Executive Officer of Treev, Inc. (formerly


                                       3


known as Network Imaging Corporation), a developer and marketer of software used
to manage client/server, object-oriented, and enterprise-wide information. From
January 1992 until February 1996, he was Chairman and Chief Executive Officer of
PRC, Inc., a provider of scientific and technology-based systems, products and
services to government and commercial clients around the world.

OTHER DIRECTORS - CLASS 1

      Lawrence J. Schoenberg has been a director since December 1991 and served
as Chairman of the Board from February 1995 until his election as Chairman
Emeritus in May 1998. He also previously served as a director of the Company
from March 1990 to December 1990, and as Chairman of the Board from May 1990 to
December 1990. Mr. Schoenberg served as Chief Executive Officer and Chairman of
the Board of Directors of AGS Computers, Inc. from January 1967 until his
retirement in December 1990, and as Chairman of its Executive Committee from
January 1991 to December 1991. Mr. Schoenberg is also a director of Sungard Data
Services, Inc., Merisel, Inc., and Cellular Technical Services Company, Inc.

      Daniel R. Young was appointed to the Board as a Class 1 director on
January 20, 2001 by the Board. From 1977 until October 2000, Mr. D. R. Young
had been a senior executive officer of Federal Data Corporation, a provider of
information technology products and services to government agencies, including
serving since 1995 as President and Chief Executive Officer and since 1998 as
Vice Chairman of the Board of Directors of Federal Data Corporation. Mr. D. R.
Young is also a director of Andrulis Corporation, Entrust Technologies, Inc.,
Halifax Corp., and iEntertainment Network.

      M. Dendy Young has served as Chairman of the Board since May 1998 and has
been Chief Executive Officer and a director since December 1995. From December
1995 to January 2002, he also served as President. From August 1994 until
joining the Company, Mr. M. D. Young was principal and consultant of The Exeter
Group, a management consulting firm he founded. From January 1989 until August
1994, he served as President, Chief Executive Officer and a director of Falcon,
a government microcomputer reseller founded by Mr. M. D. Young, and acquired by
the Company in 1994.

OTHER DIRECTORS - CLASS 3

      Steven Kelman, Ph.D. has been a director since October 1997. Since
September 1997, he has been the Weatherhead Professor of Public Management at
Harvard University's John F. Kennedy School of Government. From November 1993 to
September 1997, Dr. Kelman served as Administrator of the Office of Federal
Procurement Policy at the Office of Management and Budget. From 1986 to 1993, he
was Professor of Public Policy at Harvard University.

      John M. Toups has been a director since October 1997. From January 1978
until his retirement in February 1987, Mr. Toups was President and Chief
Executive Officer of PRC. Mr. Toups is also a director of NVR, Inc., CACI, Inc.,
and Halifax Corporation.

THE BOARD AND ITS COMMITTEES

      During 2001, the Board held a total of four meetings, and each director of
the Company attended at least 75% of the Board meetings held during the period
that he was a director and at least 75% of all meetings held by all Board
committees on which he served. The Board has standing audit, compensation and
nominating committees, as discussed below.


                                       4


      The Audit Committee is currently composed of Messrs. Schoenberg (who also
serves as Chairperson), Kelman and Toups. While the Audit Committee did not meet
formally during 2001, committee business was conducted through committee member
discussions concerning audit and other Company financial matters during meetings
of the entire Board as well as telephone conferences among the Audit Committee
members, the Company's financial personnel and the Company's independent
accountants. The Audit Committee selects the Company's independent accountants;
reviews reports from accountants and from the Company's financial officers;
reviews transactions relating to officers and directors; assesses the Company's
quality of financial reporting and accounting principles as it relates to the
Company's financial condition; monitors compliance with applicable laws and
regulations that may significantly affect the Company, including federal
procurement and employment laws; monitors compliance with the Company's code of
ethical conduct; and generally performs functions related to the Company's
financial condition and policies.

      The Compensation Committee is currently composed of Messrs. Leto (who also
serves as Chairperson), Toups and D. R. Young. While the Compensation Committee
did not formally meet in 2001, Committee business was conducted through
committee member discussions concerning compensation matters during meetings of
the entire Board and through telephone conferences. See below "Executive
Compensation and Other Information -- Compensation Committee Interlocks and
Insider Participation" and "Compensation Committee Report on Executive
Compensation." The Compensation Committee's responsibilities include
administering the Company's stock option plans (including determining the
persons to whom options are granted and the terms of such options), the
Company's Employee Stock Purchase Plan, and the Company's 401(k) Plan; advising
the Board on employee compensation matters, including executive bonus plans; and
performing such other duties regarding compensation matters as may be delegated
to it by the Board from time to time.

      The Nominating and Governance Committee is currently composed of Messrs.
Toups (who also serves as Chairperson), Johnson, Kelman, Leto, Schoenberg and D.
R. Young. While the Nominating and Governance Committee did not meet formally
during 2001, committee business was conducted through committee member
discussions concerning nomination matters during meetings of the entire Board
and through telephone conferences. The Nominating and Governance Committee's
responsibilities are to seek, evaluate and recommend to the Board qualified
individuals for election to the Board by the stockholders, or by the Board to
fill vacancies thereon whenever vacancies occur; advise the Board on matters
pertaining to the size and composition of the Board; and consider nominees for
the Board whose names are timely submitted by stockholders in writing to the
Chairperson of the Nominating and Governance Committee accompanied by such
information regarding the nominee as would be required under the applicable SEC
rules if the stockholder were soliciting proxies with regard to the election of
such nominee.

COMPENSATION OF DIRECTORS

      Each non-employee director of the Company is compensated at a rate per
quarter of $5,000 (without proration thereof in the event of a partial quarter
of service). Also, each non-employee director receives automatic grants of stock
options under the Company's 1996 Stock Option Plan, as amended ("1996 Plan"), of
10,000 shares upon election (30,000 shares in the case of the non-employee
Chairperson of the Board) and upon the first and second anniversary of his or
her election to the Board. Each such automatic option grant vests over a
12-month period, with the first vesting occurring at the end of the month in
which the date of grant occurred. Such options are granted at exercise prices
equal to the closing price of Common Stock on The Nasdaq Stock Market on the
date of grant. During 2001, options to purchase an aggregate of 90,000 shares
were granted to the Company's non-employee directors under the 1996 Plan at an
exercise price of $6.20 per share. Non-employee directors of the Company are not
eligible to participate in the Company's other stock option plans or the
Employee Stock Purchase Plan.


                                       5


Until amended in March 2002 by the Board and the committee of directors
appointed by the Board to administer the 1996 Plan, the 1996 Plan provided that
each non-employee director would receive automatic grants of options to purchase
15,000 shares (30,000 shares in the case of a non-employee Chairperson of the
Board) and upon the first and second anniversary of his or her election to the
Board. In connection with decreasing the option grants from 15,000 shares to
10,000 shares for non-employee directors, the Board, as recommended by the
Nominating and Governance Committee, authorized and directed the Company to
provide additional compensation for non-employee directors of $5,000 per
quarter. Except as discussed above, directors of the Company do not receive any
other compensation for their service on the Board or any committee thereof, but
are reimbursed for their reasonable out-of-pocket expenses incurred in
association with the performance of their duties.

      The Company and Federal Airways Corporation, a company of which Mr.
Johnson is the owner and president, are parties to a consulting agreement, which
began in 1997 and will continue until Mr. Johnson ceases to be a director of the
Company or either party terminates the agreement. Under the agreement, if the
Company calls upon Mr. Johnson to provide services in respect of Company
matters, the Company pays Mr. Johnson a fee of $2,000 per day for his services
and reimburses his related out-of-pocket expenses. During 2001, the Company paid
Federal Airways Corporation $341,140.00, plus reimbursement of related
out-of-pocket expenses of $11,461.90, for a total of $352,601.90 for services
performed by Mr. Johnson during the year. A substantial portion of Mr. Johnson's
consulting services on the Company's behalf during 2001 related to negotiations
with banks, vendors and leasing companies. To date, the Company has provided
over $50 million of equipment and lease financing to a significant Company
customer that was not otherwise affiliated with the Company or Mr. Johnson. In
January 2002, the principal owner of the Company's customer paid $1,000,000 to
the Company in recognition of Mr. Johnson's services and the Company's related
legal cost regarding the Company's extension of computer sales and leasing
credit to the customer. In January 2002, the Company's customer was acquired by
a Fortune 100 company to which the Company continues to provide equipment and
services.

                            COMMON STOCK OWNERSHIP OF
                      PRINCIPAL STOCKHOLDERS AND MANAGEMENT

      The following table sets forth certain information regarding beneficial
ownership of Common Stock as of March 1, 2002 (except as noted otherwise) by:
(a) each person who is known by the Company to own beneficially more than 5% of
the outstanding Common Stock; (b) each of the Company's directors who owns
Common Stock; (c) each of the executive officers named in the Summary
Compensation Table set forth below under "Executive Compensation and Other
Information;" and (d) all current directors and executive officers of the
Company as a group.



- --------------------------------------------------------------------------------------
                                                      SHARES               PERCENT
NAME OF BENEFICIAL OWNER(1)                     BENEFICIALLY OWNED         OF CLASS
- --------------------------------------------------------------------------------------
                                                                      
Linwood A. ("Chip") Lacy, Jr.
c/o Solomon, Ward, Seidenwurm & Smith
401 B Street Suite 1200
San Diego, CA 92101                                2,011,900                24.6%
- --------------------------------------------------------------------------------------
M. Dendy Young(2)
3901 Stonecroft Boulevard
Chantilly, VA  20151-1010                          1,054,630                11.6%
- --------------------------------------------------------------------------------------
FMR Corp
82 Devonshire Street
Boston, MA  02109                                    790,300                 9.6%
- --------------------------------------------------------------------------------------



                                       6


- ------------------------------------------------------------------------------
Dimensional Fund Advisors, Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401                               706,700          8.6%
- ------------------------------------------------------------------------------
Lawrence J. Schoenberg(3)                            333,002          4.0%
- ------------------------------------------------------------------------------
Lee Johnson(4)                                       145,000          1.7%
- ------------------------------------------------------------------------------
William E. Johnson, Jr.(5)                           105,149          1.3%
- ------------------------------------------------------------------------------
Robert D. Russell(6)                                 104,833          1.3%
- ------------------------------------------------------------------------------
James J. Leto(7)                                      96,000          1.2%
- ------------------------------------------------------------------------------
John T. Spotila, Esq.(8)                              84,377          1.0%
- ------------------------------------------------------------------------------
John Toups(9)                                         80,000          1.0%
- ------------------------------------------------------------------------------
Steven Kelman, Ph.D.(10)                              72,000           *
- ------------------------------------------------------------------------------
Daniel R. Young(11)                                   30,000           *
- ------------------------------------------------------------------------------
All Directors and Executive Officers as a
group (12 persons)(12)                             2,104,991         21.3%
- ------------------------------------------------------------------------------

* Less than one percent.

1  Such persons have sole voting and investment power with respect to all Common
   Stock shown as being beneficially owned by them, subject to community
   property laws, where applicable, and the information contained in the
   footnotes to this table.

2  Includes 875,000 shares for which options are exercisable and 830 shares held
   in the name of Mr. Young's minor children.

3  Includes 126,000 shares for which options are exercisable or become
   exercisable within 60 days after March 1, 2002.

4  Includes 140,000 shares for which options are exercisable or become
   exercisable within 60 days after March 1, 2002.

5  Includes 99,833 shares for which options are exercisable or become
   exercisable within 60 days after March 1, 2002.

6  Includes 94,833 shares for which options are exercisable or become
   exercisable within 60 days after March 1, 2002.

7  Consists of 96,000 shares for which options are exercisable or become
   exercisable within 60 days after March 1, 2002.

8  Includes 82,500 shares for which options are exercisable or become
   exercisable within 60 days after March 1, 2002.

9  Consists of 80,000 shares for which options are exercisable or become
   exercisable within 60 days after March 1, 2002.

10 Consists of 70,000 shares for which options are exercisable or become
   exercisable within 60 days after March 1, 2002.

11 Consists of 20,000 shares for which options are exercisable or become
   exercisable within 60 days after March 1, 2002.

12 Includes 1,684,166 shares for which options are exercisable or become
   exercisable within 60 days after March 1, 2002.



                                       7


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and officers, and persons who
own more than 10% of a registered class of the Company's equity securities, to
file with the SEC reports concerning their beneficial ownership of the Company's
equity securities. Directors, officers and greater than 10% beneficial owners
are required by SEC regulations to furnish the Company with copies of all such
SEC reports they file. Pursuant to Item 405 of SEC Regulation S-K, the Company
is required in this Proxy Statement to provide disclosure of "insiders" who do
not timely file such reports. Based solely on a review of Forms 3 and 4 and
amendments thereto furnished to the Company during 2001, and Forms 5 and
amendments thereto furnished to the Company in respect of 2001, none of the
beneficial owners have failed to file a timely Form 3, 4 or 5.

                               EXECUTIVE OFFICERS

      The executive officers of the Company, and certain information about each
of them, are as follows:



            NAME           AGE                         TITLE
- -------------------------------------------------------------------------------------------------
                            
M. Dendy Young              54    Chairman of the Board and Chief Executive Officer
John T. Spotila             54    Chief Operating Officer, President, General Counsel & Secretary
Robert D. Russell           62    Senior Vice President, and Chief Financial Officer
William E. Johnson, Jr.     61    Senior Vice President, Operations
Terri S. Allen              47    Senior Vice President, Sales


      Officers are appointed by and serve at the discretion of the Board or,
with respect to officers at the Vice President level, the Chief Executive
Officer.

      For information concerning Mr. M. D. Young, see "Election of Directors."

      Mr. Spotila joined the Company in December 2000 as Chief Operating
Officer, Executive Vice President, General Counsel and Secretary, and was
elected President in January 2002. From July 1999 to December 2000, he was
Administrator of the Office of Information and Regulatory Affairs of the Office
of Management and Budget in the Executive Office of the President of the United
States of America. From December 1998 to June 1999, he was Counselor for the
Office of Management and Budget. From September 1993 to December 1998, Mr.
Spotila was General Counsel and Regulatory Policy Officer for the U.S. Small
Business Administration. From 1975 to 1993 he was engaged in the private
practice of law in Cherry Hill, New Jersey.

      Mr. Russell joined the Company in April 1999 as Senior Vice President and
Chief Financial Officer. From May 1995 until joining the Company, he served as
Vice President, Treasurer and Chief Financial Officer for TelePad Corporation, a
provider of mobile computer integration services. In March 1999, TelePad
Corporation filed a voluntary petition for relief under Chapter 11 in the U.S.
Bankruptcy Court for the District of Delaware. From August 1994 to May 1995, Mr.
Russell was a consultant to the Company. From April 1986 to August 1994, he
served as Vice President, Finance and Administration, Secretary and Treasurer
for Falcon. Mr. Russell will retire as an officer and full-time employee of the
Company on June 14, 2002, as discussed below under "Employment Agreements and
Termination of Employment and Change of Control Arrangements."


                                       8


      Mr. William E. Johnson, Jr., joined the Company in August 1994 as a result
of the Company's acquisition of Falcon. He served as Vice President, Product
Management from October 1994 to June 1995; as Vice President, Purchasing &
Distribution from June 1995 to January 1996; and as Vice President, Operations
from January 1996 until his promotion to Senior Vice President, Operations in
October 1997. From February 1988 until joining the Company, he served in various
inventory management positions, most recently as Senior Director of
Distribution, at Falcon.

      Ms. Allen joined the Company in July 2001 as Senior Vice President, Sales.
From July 2000 until March 2001, she served as Vice President, Sales for
Fiderus, a provider of information business security and privacy consulting and
services. From May 1998 to February 2000, Ms. Allen served as Vice President,
respectively for Eltrax Systems and Bell & Howell Co. From May 1978 to April
1998, she was employed by Xerox Corporation in various business management
positions, including serving as Vice President and General Manager, Xerox of the
Carolinas.


                                       9


                  EXECUTIVE COMPENSATION AND OTHER INFORMATION

SUMMARY COMPENSATION TABLE

The following table sets forth certain information for the three years ended
December 31, 2001 concerning compensation paid or accrued by the Company to or
on behalf of: (a) the Company's Chief Executive Officer ("CEO"); and (b) the
four most highly compensated executive officers other than the CEO, whose
compensation during 2001 exceeded $100,000 (collectively, the "Named Executive
Officers"):



                                        ---------------------------------  ------------------------
                                                      ANNUAL                       LONG-TERM
                                                   COMPENSATION               COMPENSATION AWARDS
- -----------------------------------------------------------------------------------------------------------------
                                                                  OTHER                                   ALL
                                                                  ANNUAL    RESTRICTED   SECURITIES      OTHER
           NAME AND                                               COMP-       STOCK      UNDERLYING   COMPENSATION
      PRINCIPAL POSITION         YEAR     SALARY        BONUS    ENSATION    AWARD(S)      OPTIONS        ($)
                                           ($)(1)      ($)(2)     ($)(3)       ($)          (#)
- ----------------------------------------------------------------------------------------------------------------
                                                                                
M. Dendy Young                   2001     294,236       88,155      0           0               0           0
Chairman and                     2000     300,002       92,550      0           0               0           0
Chief Executive Officer          1999     300,000      117,500      0           0         100,000     103,846(4)
- ---------------------------------------------------------------------------------------------------------------
John T. Spotila President,       2001     231,680       87,753      0           0         180,000           0
COO, General Counsel and
Secretary
- ---------------------------------------------------------------------------------------------------------------
William E. Johnson, Jr.          2001     190,483       31,999      0           0               0           0
Senior Vice President,           2000     185,001       45,534      0           0           6,000           0
Operations                       1999     187,864       60,000      0           0          35,000           0
- ---------------------------------------------------------------------------------------------------------------
Joel A. Lipkin, Senior Vice      2001      50,067(5)    30,314      0           0               0           0
President, Sales & Customer      2000     170,001       41,709      0           0           6,000           0
Support                          1999     160,000       72,734      0           0          72,000           0
- ---------------------------------------------------------------------------------------------------------------
Robert D. Russell                2001     176,542       30,314      0           0               0           0
Senior Vice President,           2000     165,174       65,173      0           0           6,000           0
Chief Financial Officer          1999     106,827       17,778      0           0         110,000           0
- ---------------------------------------------------------------------------------------------------------------
Terri S. Allen                   2001     147,727(5,6)       0      0           0         100,000           0
Senior Vice President,
Sales
- ---------------------------------------------------------------------------------------------------------------


1 Includes amounts, if any, deferred by the Named Executive Officer pursuant to
  the Company's 401(k) plan.

2 Bonuses under any Executive Bonus Plan are based on corporate and individual
  performance. See "Compensation Committee Report on Executive Compensation--
  Executive Bonus Plan."

3 Pursuant to SEC rules, perquisites not exceeding the lesser of either $50,000
  or 10% of a Named Executive Officer's combined annual salary and bonus are not
  required to be reported.

4 Consists of payments under the August 16, 1994 Consulting and Non-Competition
  Agreement entered into between Mr. Young and the Company in connection with
  the Company's acquisition of Falcon in 1994.


                                       10


5 Represents compensation for that portion of the year during which the officer
  was employed by the Company.

6 Includes $50,000 in commissions.


OPTION GRANTS IN LAST FISCAL YEAR

      The following table contains information concerning the grant of stock
options made during the year ended December 31, 2001 to each of the Named
Executive Officers:



- -------------------------------------------------------------------------------------------------------------------
                                                                                        POTENTIAL REALIZABLE VALUE
                                                                                        AT ASSUMED ANNUAL RATES OF
                                                                                         STOCK PRICE APPRECIATION
                                  INDIVIDUAL GRANTS                                          FOR OPTION TERM(4)
- -------------------------------------------------------------------------------------------------------------------
                             NUMBER OF      % OF TOTAL                                    HYPOTHET-     HYPOTHET-
                             SECURITIES       OPTIONS                                       ICAL           ICAL
                             UNDERLYING     GRANTED TO      EXERCISE     EXPIRATION        VALUE          VALUE
                              OPTIONS      EMPLOYEES IN      PRICE(3)       DATE         REALIZED       REALIZED
          NAME                GRANTED(1)       2001(2)       ($/SH)                        AT 5%         AT 10%
                                                                                            ($)            ($)
- -------------------------------------------------------------------------------------------------------------------
                                                                                         
M. Dendy Young                          0
- -------------------------------------------------------------------------------------------------------------------
John T. Spotila                   180,000         28.44%        $3.813       1/2/2008        279,409       651,142
- -------------------------------------------------------------------------------------------------------------------
William E. Johnson, Jr.                 0
- -------------------------------------------------------------------------------------------------------------------
Joel A. Lipkin(5)                       0
- -------------------------------------------------------------------------------------------------------------------
Robert D. Russell                       0
- -------------------------------------------------------------------------------------------------------------------
Terri S. Allen                     30,000          4.74%        $6.400      7/31/2008         78,163       182,154
- -------------------------------------------------------------------------------------------------------------------
Terri S. Allen                     70,000         11.06%        $6.000      8/28/2008        170,982       398,461
- -------------------------------------------------------------------------------------------------------------------


1 Such options were granted under the Company's various stock option plans, vest
  and become exercisable in equal annual installments, except for 50,000 options
  granted to Mr. Spotila, which vested immediately upon grant, and were granted
  for a term of seven years, subject to earlier termination under certain
  circumstances relating to termination of employment.

2 During fiscal 2001, employees were granted under the Company's various stock
  option plans or in accordance with employment offers, and non-employee
  directors were granted automatically under the 1996 Plan, options to purchase
  an aggregate of 633,000 shares of Common Stock.

3 Represents the closing price of Common Stock on The Nasdaq Stock Market on the
  grant date.

4 Potential values are net of exercise price and before taxes payable in
  connection with the exercise of such options or the subsequent sale of shares
  acquired upon the exercise of such options. These values are based on certain
  assumed rates of appreciation (i.e., 5% and 10% compounded annually over the
  term of such options) based on SEC rules. The actual values, if any, will
  depend upon, among other factors, the future performance of Common Stock,
  overall market conditions and the Named Executive Officer's continued
  employment with the Company. Therefore, the potential values reflected in this
  table may not necessarily be achieved.

5 As of October 4, 2001, Mr. Lipkin resigned as an officer and employee of the
 Company.


                                       11


AGGREGATED OPTION EXERCISES IN 2001 AND OPTION VALUES AT DECEMBER 31, 2001

      The following table sets forth information with respect to the Named
Executive Officers concerning the exercise of options during the year ended, and
unexercised options held as of, December 31, 2001:



- -----------------------------------------------------------------------------------------------------------------
                                                                              NUMBER OF
                                                                              SECURITIES            VALUE OF
                                                                              UNDERLYING           UNEXERCISED
                                                                              UNEXERCISED          IN-THE-MONEY
                                                                             OPTIONS AT             OPTIONS AT
                                                                             12/31/01 ($)         12/31/01 ($)(2)
- -----------------------------------------------------------------------------------------------------------------
                                 SHARES ACQUIRED          VALUE              EXERCISABLE/         EXERCISABLE/
             NAME                ON EXERCISE (#)      REALIZED ($)(1)       UNEXERCISABLE         UNEXERCISABLE
- -----------------------------------------------------------------------------------------------------------------
                                                                                      
M. Dendy Young                               0                     0            875,000           $4,414,250
                                                                                 25,000             $136,750
- -----------------------------------------------------------------------------------------------------------------
John T. Spotila                              0                     0             50,000             $282,850
                                                                                130,000             $735,410
- -----------------------------------------------------------------------------------------------------------------
William E. Johnson, Jr.                      0                     0            126,083             $457,011
                                                                                 14,917              $93,409
- -----------------------------------------------------------------------------------------------------------------
Joel A. Lipkin(3)                      100,334               188,757                  0                   $0
- -----------------------------------------------------------------------------------------------------------------
Robert D. Russell(4)                         0                     0             82,333(4)          $499,299
                                                                                 33,667(4)          $205,971
- -----------------------------------------------------------------------------------------------------------------
Terri S. Allen                                                                        0                   $0
                                             0                     0            100,000             $335,000
- -----------------------------------------------------------------------------------------------------------------


1  Represents the excess of the value received of the shares acquired upon
   exercise of such options over the exercise price of such options.

2  Represents the excess of the market value of the shares subject to such
   options over the exercise price of such options.

3  As of October 4, 2001, Mr. Lipkin resigned as an officer and employee of the
   Company.

4  All of these options held by Mr. Russell are subject to being exercised by
   Mr. Russell and thereupon the underlying Common Stock will be purchased by
   the Company pursuant to a retirement agreement, effective as of March 12,
   2002, between the Company and Mr. Russell, as discussed below under
   "Employment Agreements and Termination of Employment and Change of Control
   Arrangements."

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

      The Compensation Committee currently consists of three non-employee
directors: Messrs. Leto (Chairman), Toups and D. R. Young. No member of the
Compensation Committee is a current or former officer or employee of the
Company. Although Mr. M. D. Young is not a member of the Compensation Committee,
he is expected to attend portions of the Compensation Committee meetings at the
request of such committee to provide information to, and respond to questions
from, the Compensation Committee. Mr. M. D. Young does not exercise any of the
rights or have any of the responsibilities of a Compensation Committee member.
He is not entitled to vote on any matters before the Compensation


                                       12


Committee and does not participate in any Compensation Committee decisions
regarding compensation, including his own. See "Compensation Committee Report on
Executive Compensation."

EMPLOYMENT AGREEMENTS AND TERMINATION OF EMPLOYMENT AND
CHANGE OF CONTROL ARRANGEMENTS

      Pursuant to an employment agreement dated January 1, 2001 (the "2001
Employment Agreement"), Mr. M. D. Young serves as Chief Executive Officer of the
Company and he is nominated each year to serve as a member of its Board. Mr. M.
D. Young is paid a salary at the rate of $300,000 per year, reviewed annually by
the Board, plus a $300,000 targeted annual bonus payable periodically in
accordance with the Company's then current bonus plan for senior officers. Bonus
payments are payable in ratio to the percentage of the goal achieved contingent
upon achievement of at least 60% of the target upon attainment of earnings
before taxes (adjusted for Board-approved one-time charges (e.g., acquisition
costs)). Mr. M. D. Young is also entitled to such other benefits and perquisites
as provided to other senior officers pursuant to policies established by the
Board from time to time.

      The 2001 Employment Agreement provides that commencing as of December 31,
2001, such agreement shall automatically renew for successive one-year terms
unless either the Company or Mr. M. D. Young gives the other party notice not
fewer than 180 days prior to the expiration of the then current term that the
agreement will not renew. Also, the 2001 Employment Agreement may be terminated
by the Company for cause (as defined in such agreement) upon 10 business days'
notice to Mr. M. D. Young; and other than for cause upon 180 days' notice to Mr.
M. D. Young and by paying to him in installments during the following 12 months
an aggregate amount equal to his then in effect annual salary plus a bonus in an
amount equal to Mr. M. D. Young's bonus for the previous year. Mr. M. D. Young
may terminate the 2001 Employment Agreement without cause at any time upon 90
days' notice and, in such event, he will be entitled to all compensation and
other benefits that have accrued as of the termination date. In addition, Mr. M.
D. Young may terminate the 2001 Employment Agreement upon five days' notice to
the Company in the event of a change of control (as defined in such agreement)
of the Company and the assignment of duties to him materially inconsistent with
his position and status with the Company. In such event the Company will be
obligated to pay to him a lump sum equal to 12 months' salary plus all
compensation and other benefits that have accrued as of the termination date.

      The Board terminated the Company's severance plan (the "Severance Plan")
on March 10, 1997. The Severance Plan was available to officers of the Company
at the Vice President level and above (not including Mr. M. D. Young) who had
completed nine full consecutive calendar months of employment ("Eligible
Officers"), with Eligible Officers entitled to receive certain severance
benefits for one year following termination of employment, if such termination
is non-temporary, involuntary and without cause.

      Under the now terminated Severance Plan, an Eligible Officer is entitled
to such severance benefits regardless of length of employment with the Company
if such termination is a result of the Company's divestment of an operating unit
and the Eligible Officer is not offered employment with the acquiring Company on
substantially the same terms as his or her employment with the Company. In
addition, if there is a "change of control" of the Company, an Eligible Officer
will receive benefits under the Severance Plan regardless of length of
employment with the Company if such officer terminates his or her employment
with the Company either for any reason within one year following the change in
control or for "good reason" (which includes the assignment to the Eligible
Officer of significant duties inconsistent with his or her prior position or a
reduction in his or her compensation or benefits) within two years following
such change in control. A "change in control" of the Company is defined in the
Severance Plan to mean: (a) an acquisition of 50% or more of the Company's
outstanding voting securities; (b) during any 12-month period, individuals who
were directors at the beginning of such period


                                       13


cease to constitute at least a majority of the Board, unless the election of
each new director is approved by a majority of directors then in office who were
directors at the beginning of such period; (c) certain mergers of the Company or
a sale of all or substantially all of its assets; or (d) a liquidation of the
Company. Each Eligible Officer is entitled to one year of severance pay based on
his or her highest annual compensation (base salary plus car allowance) prior to
termination. In addition, an Eligible Officer may elect to accept accelerated
vesting of his or her then outstanding but unvested stock options partially or
wholly in lieu of accrued severance pay. To receive severance benefits under the
Severance Plan, each Eligible Officer is required to execute an employment
separation agreement with the Company that provides, among other things, for
confidentiality, a general release in favor of the Company, and a covenant not
to compete with the Company for a period of 12 months after any termination of
Company employment.

      The above Severance Plan is still effective with respect to certain
current Eligible Officers, including Mr. William E. Johnson, Jr. (whose benefits
under the Severance Plan, in accordance with the terms thereof, may not be
adversely affected without his consent and, in any case, not effective with
respect to Mr. M. D. Young, as noted below). Based on current compensation
levels, the amount that would be payable under the Severance Plan to Mr. Johnson
if his employment were terminated in March 2002, if he was eligible for and
elected severance benefits solely under the Severance Plan and if he did not
elect accelerated vesting, would be $190,000 payable pro rata over 24
semimonthly installments. Messrs. Russell and M. D. Young are not eligible for
benefits under the Severance Plan.

      As discussed above, Mr. Lipkin has resigned as an officer and employee of
the Company, effective as of October 4, 2001. Pursuant to an employment
separation agreement dated October 8, 2001, with the Company, Mr. Lipkin
exercised options to purchase 100,334 shares of Common Stock from the Company at
an aggregate exercise price of $438,332 and immediately thereafter sold such
shares to the Company for an aggregate purchase price of $627,089 (or $6.25 per
share). On October 8, 2001, the per share closing price of the Common Stock on
the Nasdaq Stock Market was $7.60. All of the options held by Mr. Lipkin, except
for options to purchase 8,167 shares, had previously vested, and the Company
agreed to the vesting of the non-vested options held by Mr. Lipkin for 8,167
shares.

      Pursuant to a retirement agreement, effective as of March 12, 2002, with
the Company, Mr. Russell will continue to be employed by the Company on a
full-time basis until June 14, 2002, at his current base salary of $180,000 per
annum. Until such date, Mr. Russell will also serve as a senior vice president
and chief financial officer of the Company, unless the Company earlier
identifies a new chief financial officer, in which case, Mr. Russell will upon
the Company's request resign as chief financial officer. As of June 14, 2002,
Mr. Russell will resign as chief financial officer (unless he resigns earlier)
and as senior vice president, and become a part-time employee of the Company, to
serve until June 14, 2003 (the "Advisory Period"), as a special advisor to the
Company's chief executive officer. During the Advisory Period, Mr. Russell will
receive one-half of his current base salary, and his current medical and dental
insurance benefits. Also, as provided in his retirement agreement, on March 28,
2002 Mr. Russell exercised options to purchase 44,833 shares of the Common Stock
from the Company at an aggregate exercise price of $163,207, and immediately
thereafter sold such shares to the Company for an aggregate purchase price of
$313,831 (or $7.00 per share). On March 28, 2002, the per share closing price of
the Common Stock on the Nasdaq Stock Market was $8.95. The Company and Mr.
Russell also agreed that, on June 14, 2003, Mr. Russell will exercise his
remaining options to purchase 71,167 shares of the Common Stock from the Company
for an aggregate exercise price of $230,043 and immediately thereafter sell such
shares to the Company for an aggregate purchase price of $498,169 (or $7.00 per
share). It was also agreed that if during the Advisory Period 50% or more of the
Company's capital stock is acquired in a merger or acquisition or the Company
sells all or substantially all of its assets in a single transaction, all of Mr.
Russell's remaining options to purchase 71,167 shares of Common Stock that have
not yet vested will vest and the per share amount payable to Mr. Russell by the
Company for the 71,167


                                       14


shares to be purchased upon Mr. Russell's exercise of such options shall be
adjusted to equal the per share amount payable for the Common Stock in respect
of the acquisition of the Company if such amount is greater than $7.00 per
share.

      THE FOLLOWING REPORT ON EXECUTIVE COMPENSATION BY THE COMPENSATION
COMMITTEE SHALL NOT BE DEEMED INCORPORATED BY REFERENCE BY ANY GENERAL STATEMENT
INCORPORATING BY REFERENCE THIS PROXY STATEMENT INTO ANY FILING UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE EXCHANGE
ACT, EXCEPT TO THE EXTENT THAT THE COMPANY SPECIFICALLY INCORPORATES THIS
INFORMATION BY REFERENCE, AND SHALL NOT OTHERWISE BE DEEMED FILED UNDER SUCH
ACTS.

             COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

POLICY AND OBJECTIVES

      The Company's compensation program for executive officers is designed to
attract, motivate and retain qualified executive officers and is generally
administered by the Compensation Committee. The Company's program is based on
compensation policies and plans which seek to enhance the profitability of the
Company, and thus stockholder value, by aligning closely the financial interests
of the Company's executive officers with those of its stockholders. Accordingly,
the Committee, which is composed entirely of non-employee directors, structures
such policies and plans to pay competitive levels of compensation for
competitive levels of performance, and to provide for superior compensation
opportunities for superior levels of performance.

      The Company actively collects and analyzes compensation information,
including compensation surveys from consulting firms such as Watson Wyatt and
Aon Consulting. This information, and other market and competitive information
collected by the Company's Human Resources department, is used as the basis for
comparing the compensation of the Company's executive officers to amounts paid
to executive officers with comparable qualifications, experience and
responsibilities at other companies engaged in the industry as the Company.

      COMPONENTS

      The Company's executive compensation program includes three components,
each of which is intended to serve the overall compensation approach described
above: base salary, an executive bonus and stock options.

      BASE SALARY

      The Committee believes that the Company pays base salaries to its
executive officers that are set conservatively, and near the median, compared
with executive officers employed at competing companies. The Committee, among
other things, reviews and approves the annual salaries of the Company's CEO and
Executive Vice President(s). The CEO and the Chairperson of the Committee have
been delegated by the Board the collective authority to set the annual base
salaries of the remaining, less senior executive officer positions.
Additionally, all full-time executive officers are eligible to participate in
the Company's broad-based employee benefit plans.

      EXECUTIVE BONUS PLAN

      The Committee believes that a significant portion of each executive
officer's total compensation should be "at risk" in the form of incentive
compensation. Accordingly, under an annual Executive Bonus Plan developed and
implemented under the Committee's supervision, the Company pays cash


                                       15


bonuses to all its eligible executive officers according to a formula based upon
the Company's earnings before taxes. Individual bonuses are calculated as a
percentage of base salary and range from 30% to 70% in the case of officers
generally, other than the CEO. Under the 2001 Employment Agreement, Mr. M. D.
Young is entitled to a $300,000 targeted annual bonus payable periodically in
accordance with the Company's then senior bonus plan. Bonus payments are payable
in ratio to the percentage of the goal achieved contingent upon achievement of
at least 50% of the target upon attainment of earnings before taxes (adjusted
for Board-approved one-time charges (e.g., acquisition costs)). In 2001, bonuses
were earned by executive officers based on application of the Executive Bonus
Plan's formula. The CEO additionally employs the occasional use of "spot"
bonuses in recognition of extraordinary performance.

      STOCK OPTIONS

      Options to purchase Common Stock are a key component of the Company's
executive compensation program. The Committee views the grant of stock options
as a valuable incentive that serves to align the interests of executive officers
with the Company's goal of enhancing stockholder value. Options will only have
value to an executive officer if the stock price increases over the exercise
price. The Committee reviews and acts upon recommendations by the Company's CEO
with regard to the grant of stock options to executive officers (other than to
himself). In determining the size and other terms of an option grant to an
executive officer, the Committee considers a number of factors, including such
officer's position, responsibilities and previous stock option grants (if any).
Options typically vest in equal installments over three to five years and,
therefore, encourage an officer to remain in the employ of the Company.

CHIEF EXECUTIVE OFFICER COMPENSATION

      In evaluating the CEO's compensation, the Committee reviewed the
compensation for similar positions. The Committee reviewed executive
compensation reports from Wattson Wyatt and Aon Consulting. The Committee
studied the base salary, annual bonuses, stock options and grants, and other
long-term compensation of the chief executive officers in each of other
companies, and recommended Mr. M. D. Young's salary to the Board by targeting
the 50th percentile of base and target bonus based upon the Committee's
research. Mr. M. D. Young's current compensation plan is intended to provide
significant incentives to him to increase the Company's value (as reflected in
its stock price) to the benefit of all Company stockholders, while the focus of
his annual bonus is on achieving short-term financial goals.

      Mr. M. D. Young's compensation, as set forth in the 2001 Employment
Agreement (see "Employment Agreements and Termination of Employment and Change
of Control Arrangements" above), was unanimously approved by the Board. Mr.
Young has been the Company's CEO, as well as a member of its Board, since
December 1995.

OTHER MATTERS

      Mr. M. D. Young from time to time consulted with, and made recommendations
to, the Committee with respect to the compensation of the Company's executive
officers other than himself. Other than as delegated by the Board (as set forth
above), Mr. M. D. Young does participate in decisions relating to executive
officer compensation, excluding his own, and did not participate on matters
relating to the administration of the Company's stock option plans.

      Under Section 162(m) of the Code, a publicly held corporation such as the
Company will not be allowed a federal income tax deduction for compensation paid
to the chief executive officer or one of the four most highly compensated
officers (other than the chief executive officer) to the extent that


                                       16


compensation (including stock-based compensation) paid to each such officer
exceeds $1 million in any fiscal year unless such compensation was based on
performance goals or paid under a written contract that was in effect on
February 17, 1993. The 1996 Plan is designed so that amounts realized on the
exercise of options granted thereunder may qualify as "performance-based
compensation" that is not subject to the deduction limitation of Section 162(m).
The Committee intends to evaluate other elements of compensation in light of
Section 162(m), but may enter into arrangements that do not satisfy exceptions
to Section 162(m), as the Committee determines to be appropriate.

                                             COMPENSATION COMMITTEE


                                             James J. Leto (Chairperson)
                                             John M. Toups
                                             Daniel R. Young


                                       17


THE FOLLOWING PERFORMANCE GRAPH SHALL NOT BE DEEMED INCORPORATED BY REFERENCE BY
ANY GENERAL STATEMENT INCORPORATING BY REFERENCE THIS PROXY STATEMENT INTO ANY
FILING UNDER THE SECURITIES ACT, OR UNDER THE EXCHANGE ACT, EXCEPT TO THE EXTENT
THAT THE COMPANY SPECIFICALLY INCORPORATES THIS INFORMATION BY REFERENCE, AND
SHALL NOT OTHERWISE BE DEEMED FILED UNDER SUCH ACTS.

                                PERFORMANCE GRAPH

         The following graph compares the annual percentage change in the
cumulative total return on Common Stock with the cumulative total return of the
Nasdaq Composite Index and a Peer Index of companies with the same four-digit
standard industrial classification (SIC) code as the Company (SIC Code 5045 --
Computers and Peripheral Equipment and Software)1 for the period commencing
December 31, 1996 and ending December 31, 2001. The stock price performance
shown on the graph below is not necessarily indicative of future price
performance.



- -----------------------------------------------------------------------------------------
                  DEC. 31,     DEC. 31,    DEC. 31,     DEC. 31,    DEC. 31,    DEC. 31,
                      1996         1997        1998         1999        2000        2001
- -----------------------------------------------------------------------------------------
                                                                
GTSI                100.00       102.22       80.56        48.89       56.11      168.36
- -----------------------------------------------------------------------------------------
Peer Index(1)       100.00        87.84       82.50        85.44       43.06       28.50
- -----------------------------------------------------------------------------------------
Nasdaq Index        100.00       122.32      172.52       304.29      191.25      152.46
- -----------------------------------------------------------------------------------------


                               [PERFORMANCE GRAPH]

                     ASSUMES $100 INVESTED ON DEC. 31, 1996
                          ASSUMES DIVIDEND REINVESTED
                        FISCAL YEAR ENDUNG DEC. 31, 2001

                    SOURCE: MEDIA GENERAL FINANCIAL SERVICES

1      The 35 companies listed in SIC Code 5045 are: Alphanet Solutions, Inc.;
Ameriquest Technologies; Atec Group, Inc.; CDW Computer Centers, Inc.; Centiv,
Inc.; CompuCom Systems, Inc.; Continental Info. Sys.; En Pointe Technologies.;
GTSI Corp.; Heartland Technology, Inc.; IFS Intl Hldgs; Ikon Office Solutions;
Ingram Micro, Inc.; I-Sector Corporation; Latitude Communications; Merisel,
Inc.; Micros-to-Mainframes, Inc.; OCG Technology Inc.; Pacific Magtron Intl;
Palm Inc.; Peerless Systems Corp.; Precis, Inc.; Programmers Paradise, Inc.;
Safeguard


                                       18


Scientific, Inc.; San Holdings, Inc.; Sand Technology, Inc., CL A; Scansource,
Inc.; SED Intl. Holdings, Inc.; Sharp Holding Corp.; Software Spectrum, Inc.;
Syscomm Intl. Corp.; Tech Data Corporation; Transnet Corp.; V-One Corp.; and XOX
Corp.

      Since last year's proxy statement, Actrade Internet LTD; Bristol Retail
Sol; Capital Associates; European Micro Holdings; MCSI Inc.; Michael Foods,
Inc.; PCC Group, Inc.; Tekgraf Inc., CL A.; Venturian Corp.; and Wareforce.com,
Inc. were deleted from SIC Code 5045, and Centiv, Inc.; San Holdings, Inc.;
Sharp Holding Corp.; and Transnet Corp. were added to SIC Code 5045.

                   REPORT OF THE AUDIT COMMITTEE OF THE BOARD

      The following Report of the Audit Committee of the Board (the "Audit
Committee") does not constitute soliciting material and should not be deemed
filed or incorporated by reference into any other Company filing under the
Securities Act or the Exchange Act, except to the extent the Company
specifically incorporates this Report by reference in any of those filings.

      The Board has adopted a written charter for the Audit Committee (a copy of
which was attached as Appendix A to the Company's proxy statement dated April
13, 2001 regarding the 2001 annual meeting of the Company's stockholders). The
Board and the Audit Committee believe that the Audit Committee members are and
were at the time of the actions described in this report "independent" as
independence is defined in Rule 4200(a)(15) of the National Association of
Securities Dealers' listing standards.

      In overseeing the preparation of the Company's financial statements,
members of the Audit Committee met with both management and the Company's
independent auditors to review and discuss significant accounting issues. The
members of the Audit Committee have reviewed and discussed with the Company's
management the Company's audited consolidated financial statements as of and for
the fiscal year ended December 31, 2001. Management advised the members of the
Audit Committee that all of the Company's consolidated financial statements as
of and for the fiscal year ended December 31, 2001 were prepared in accordance
with generally accepted accounting principles and the members of the Audit
Committee discussed such financial statements with both management and the
Company's independent auditors. The Audit Committee members' review included
discussion with the Company's independent auditors of matters required to be
discussed pursuant to Statement on Auditing Standards No. 61 (Communication with
Audit Committees), as amended, issued by the Auditing Standard Board of the
American Institute of Certified Public Accountants.

      With respect to the Company's independent auditors, members of the Audit
Committee, among other things, discussed with Arthur Andersen LLP matters
relating to its independence, including the disclosures made to the Audit
Committee as required by the Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committee).

      The Audit Committee also continued to monitor the need for an internal
auditing program.

      On the basis of the reviews and discussions referred to above, the Audit
Committee recommends to the Board that the Board approve the inclusion of the
Company's audited consolidated financial statements referred to above in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2001, for filing with the Securities and Exchange Commission.

      Members of the Audit Committee for the year ended December 31, 2001:

                  Lawrence J. Schoenberg, Chairman
                  Steve Kelman, Ph.D.
                  John M. Toups


                                       19


                                   AUDIT FEES

      In 2001 the services of the Company's independence accountants, Arthur
Andersen LLP, included an examination of the Company's audited consolidated
financial statements for the fiscal year ended December 31, 2001, reviews of the
Company's unaudited consolidated financial statements included in the Company's
three quarterly reports on Form 10-Q during fiscal 2001, tax consulting and
other non-audit services.

      Arthur Andersen LLP billed the Company for professional services rendered
during the fiscal year ended December 31, 2001, as follows:

      Audit Fees                                           $ 228,000 (1)
      Financial Information Systems Design
        and Implementation                                 $    -0-
      All Other Fees                                       $ 124,650 (2)
      ----------------------

      (1)    Includes fees for review of unaudited consolidated financial
             statements included in GTSI's quarterly reports on Form 10-Q
             during the fiscal year ended December 31, 2001.

      (2)    Includes tax consulting and other non-audit services..

The Audit Committee has considered whether the provision by Arthur Andersen LLP
of non-audit services to the Company is compatible with maintaining Arthur
Andersen LLP's independence.

                             INDEPENDENT ACCOUNTANTS

      The Company's independent accountants for the fiscal year ended December
31, 2001 was Arthur Andersen LLP. The Board has not yet selected the independent
accountants for the Company's fiscal year ending December 31, 2002. A
representative of Arthur Andersen LLP is expected to be present at the Meeting,
will have an opportunity to make a statement if he or she so desires, and is
expected to be available to respond to appropriate questions.

                                  ANNUAL REPORT

      A copy of the Company's 2001 Annual Report to Stockholders is being
delivered to each stockholder as of the Record Date. THE COMPANY'S ANNUAL REPORT
ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001, AS FILED WITH THE SEC,
IS ALSO AVAILABLE FREE OF CHARGE TO ALL STOCKHOLDERS OF RECORD AS OF THE RECORD
DATE BY WRITING TO THE COMPANY AT 3901 STONECROFT BOULEVARD, CHANTILLY, VIRGINIA
20151-1010, ATTENTION: INVESTOR RELATIONS.

                                  OTHER MATTERS

      The Company currently knows of no matters to be submitted at the Meeting
other than those described herein. If any other matters properly come before the
Meeting, the proxies will vote the Common Stock they represent as they deem
advisable.

                                            By Order of the Board of Directors


                                            John T. Spotila
                                            Secretary

Chantilly, Virginia
April 8, 2002


                                       20