Amend. No. 1 To Change of Control Agreement

Exhibit 10.1

AMENDMENT NO. 1 TO CHANGE OF CONTROL AGREEMENT

THIS AMENDMENT NO. 1 TO CHANGE OF CONTROL AGREEMENT (" Amendment" ) by and between Pioneer-Standard Electronics, Inc., now known as Agilysys, Inc., an Ohio corporation (the " Company" ), and Martin F. Ellis (" Employee" ), is dated as of the 28 day of April, 2005.

WHEREAS, the Company and the Employee are parties to a Change of Control Agreement dated as of June 30, 2003 (the " Change of Control Agreement" ); and

WHEREAS, the Company and the Employee desire that certain modifications be made to the Change of Control Agreement;

WHEREAS, Section 8(c) of the Change of Control Agreement permits the parties thereto to amend such agreement, respectively, in a writing signed by each party.

NOW, THEREFORE, in consideration of the parties' mutual desire to modify the Change of Control Agreement, the parties agree as follows effective as of the date of execution of this Agreement:

1. This Amendment shall amend the terms of the Change of Control Agreement as set forth herein. Capitalized terms not otherwise defined shall have the meanings ascribed to them in the Change of Control Agreement.

2. Section 3.1 of the Agreement shall deleted, and the following shall be inserted therefore:

3.1 Without Cause or for Good Reason . If, at any time prior to the date that is twelve (12) months subsequent to the Effective Date, the Employee' s employment with the Company shall be terminated either (i) by the Company without Cause, or (ii) by the Employee for Good ...