Amendment No. 1 To Change of Control Agreement

Exhibit 10(ff)


AMENDMENT NO. 1 TO CHANGE OF CONTROL AGREEMENT
AND NON-COMPETITION AGREEMENT


THIS AMENDMENT NO. 1 TO CHANGE OF CONTROL AGREEMENT AND NON-COMPETITION AGREEMENT ("Amendment") by and between Pioneer-Standard Electronics, Inc., an Ohio corporation (the "Company"), and Richard A. Sayers (Employee"), is dated as of the 30th day of January, 2003.


WHEREAS, the Company and the Employee are parties to a Change of Control Agreement dated as of February 25, 2000 (the "Change of Control Agreement"); and


WHEREAS, the Company and the Employee are parties to a Non-Competition Agreement dated as of February 25, 2000 (the "Non-Competition Agreement"); and


WHEREAS, the Company and the Employee desire that certain modifications be made to the Change of Control Agreement, in consideration for which the Company and the Employee have agreed to certain modifications to the Non-Competition Agreement; and


WHEREAS, Section 8(c) of the Change of Control Agreement and Section 9 of the Non-Competition Agreement permit the parties thereto to amend such agreement, respectively, in a writing signed by each party.


1


NOW, THEREFORE, in consideration of the parties' mutual desire to modify the Change of Control Agreement and the Non-Competition Agreement, and the mutual covenants herein contained, the parties agree as follows effective as of the date of execution of this Agreement:


PART I - CHANGE OF CONTROL AGREEMENT


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


1. The introductory paragraph to Section 3.1 of the Change of Control Agreement shall be deleted, and the following shall be inserted therefor:


"3.1. Without Cause. 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 ...