Consulting Agreement

LEW LIEBERBAUM & CO., INC.
600 OLD COUNTRY ROAD
GARDEN CITY, NEW YORK 11530


CONSULTING AGREEMENT


_________________, 1995


All American Semiconductor, Inc. 16115 N.W. 52 Avenue Miami, Florida 33014


Attention: Bruce M. Goldberg
President


Gentlemen/Ladies:


This will confirm the arrangements, terms and conditions pursuant to which Lew Lieberbaum & Co., Inc. (the "Consultant") has been retained to serve as consultant and advisor to All American Semiconductor, Inc., a Delaware corporation (the "Company"), for the term set forth in Section 3 below. The undersigned hereby agree to the following terms and conditions:


1. ENGAGEMENT. The Company hereby retains the Consultant to perform consulting and advisory services, and the Consultant hereby accepts such retention and agrees to do and perform consulting and advisory services, upon the terms and conditions set forth herein.


2. DUTIES OF THE CONSULTANT.


(a) CONSULTING SERVICES. The Consultant will provide such general financial consulting services and advice pertaining to the Company's business affairs (as further set forth below), as and when the Company may from time to time reasonably request upon reasonable notice. Without limiting the generality of the foregoing, the Consultant will assist the Company in developing, studying and evaluating financing and capital structure and corporate financing proposals, prepare reports and studies thereon when advisable, and assist in negotiations and discussions pertaining thereto.


2


(b) FINANCING. The Consultant will assist and represent the Company in obtaining both short and long- term financing, when so requested by the Company. The Consultant will be entitled to additional compensation under such terms as may be agreed to by the parties in connection therewith.


(c) WALL STREET LIAISON. The Consultant will, when appropriate, arrange meetings between representatives of the Company and individuals and financial institutions in the investment community, such as security analysts, portfolio managers and market makers.


The services described in this Section 2 shall be rendered by the Consultant in consultation with the Company at such time and place and in such manner (whether by conference, telephone, letter or otherwise) as the Consultant may determine.


3. TERM. The term of this Agreement shall commence on the date hereof and continue for a period of two years from the date hereof (the "TERM").


4. COMPENSATION. As compensation for the Consultant's services hereunder, the Company shall pay to the Consultant the sum of seventy-two thousand ($72,000) dollars, payable at the rate of $3,000 per month. All monthly payments shall be made in advance on the first day o ...