SECOND FORBEARANCE AGREEMENT

                                                                    EXHIBIT 10.1

                          SECOND FORBEARANCE AGREEMENT
                          ----------------------------

         This SECOND FORBEARANCE AGREEMENT (this "Agreement") is entered into as
of this 15th day of April, 2007, by and among All American Semiconductor, Inc.,
a Delaware corporation (the "Borrower"), the other "Designated Companies,"
Harris N.A., successor by merger to Harris Trust and Savings Bank, as
administrative agent for the Lenders (in such capacity, the "Administrative
Agent"), U.S. Bank National Association, as co-administrative agent for the
Lenders (the "Co-Administrative Agent"), and the lenders from time to time party
thereto (collectively, the "Lenders"). Capitalized terms used but not otherwise
defined herein shall have the respective meanings ascribed to such terms in the
Credit Agreement (as hereinafter defined).

         WHEREAS, the Borrower, the Administrative Agent, the Co-Administrative
Agent and the Lenders are parties to that certain Credit Agreement, dated as of
May 14, 2003 (as amended, restated or otherwise modified from time to time,
including, without limitation, pursuant to the First Forbearance Agreement (as
defined below) and this Agreement, the "Credit Agreement"), as amended by that
certain First Amendment to Credit Agreement dated as of June 11, 2004, as
amended by that certain Second Amendment to Credit Agreement dated as of August
8, 2005, as amended by that certain Third Amendment to Credit Agreement dated as
of March 31, 2006, as amended by that certain Fourth Amendment to Credit
Agreement dated as of May 22, 2006, as amended by that certain Fifth Amendment
to Credit Agreement dated as of August 14, 2006, and as amended by that certain
Sixth Amendment to Credit Agreement dated as of November 14, 2006; and

         WHEREAS, Administrative Agent, Co-Administrative Agent, each Lender,
Borrower and each other Designated Company are parties to that certain
Forbearance Agreement, dated as of March 29, 2007 (as amended, restated or
otherwise modified, the "First Forbearance Agreement"), pursuant to which
Administrative Agent and Lenders agreed, subject to the terms and conditions set
forth therein, to (i) forbear from exercising certain default-related rights and
remedies under the Credit Agreement, other Loan Documents and applicable law,
and (ii) continue to make certain extensions of credit to Borrower in the form
of Revolving Loans, in each case through a date no later than April 15, 2007
notwithstanding the continuance or expected occurrence, as applicable, of
certain Events of Default specified therein;

         WHEREAS, by its terms, the "Forbearance Period" (as such term is
defined in the First Forbearance Agreement) (the "First Forbearance Period") is
scheduled to expire on the date hereof;

         WHEREAS, the Events of Default listed as "Current Defaults" on Exhibit
A attached hereto have occurred and are continuing under the Credit Agreement as
of the date hereof (the "Current Defaults"), and the Events of Default listed as
"Anticipated Defaults" on Exhibit A attached hereto are expected to occur and
continue under the Credit Agreement during the Forbearance Period (as defined
below) (if, as and when they become Events of Default, the "Anticipated
Defaults," and together with the Current Defaults, the "Specified Defaults");

         WHEREAS, the Borrower has advised the Administrative Agent that it has
been in discussions with product vendors from which it intends to purchase
Inventory and/or obtain value-added services during the Forbearance Period
(collectively, the "Product Vendors") and that as of the date hereof certain of
the Product Vendors have agreed in principle to continue to deliver new
Inventory or provide additional value-added services, as applicable, to Borrower
during the Forbearance Period pursuant to "cash on delivery" or "cash in
advance" payment terms.

         WHEREAS, in view of the imminent expiration of the First Forbearance
Period, the Borrower has requested that Administrative Agent, Co-Administrative
Agent and Lenders agree, notwithstanding the existence or, as the case may be,
the occurrence during the Forbearance Period of the Specified Defaults, to (i)
continue to forbear from exercising certain of their default-related rights and
remedies under the Credit Agreement, other Loan Documents and applicable law
through and including April 24, 2007; and (ii) continue to make, and permit to
remain outstanding, certain additional Revolving Loans to Borrower during the
Forbearance Period (as defined below); and

         WHEREAS, Administrative Agent, Co-Administrative Agent and Lenders are
willing to continue to forbear and extend additional credit in the form of
Revolving Loans to Borrower, in each case subject to the terms and conditions
set forth herein.

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         NOW THEREFORE, in consideration of the mutual conditions and agreements
set forth in the Credit Agreement and this Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

Confirmation of Obligations and Specified Defaults.
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         Borrower and each other Designated Company acknowledges and agrees that
as of the close of business on April 11, 2007, the aggregate principal balance
of the outstanding Obligations under the Credit Agreement was not less than
$45,875,923.33, broken down as follows:

         Revolving Loans (excluding L/C Obligations):      $45,875,923.33
         L/C Obligations:                                  $0.00

The foregoing amounts do not include interest, fees, expenses and other amounts
which are chargeable or otherwise reimbursable under the Credit Agreement and
the other Loan Documents.

         Borrower and each other Designated Company acknowledges and agrees that
each of the Current Defaults constitutes a material Event of Default that has
occurred and is continuing as of the date hereof, and each of the Anticipated
Defaults is expected to occur and continue during the Forbearance Period, as the
case may be. Prior to the effectiveness of this Agreement, the existence of the
Specified Defaults (i) upon the direction of the Required Lenders to the extent
provided in the Credit Agreement would have relieved Administrative Agent and
Lenders from any obligation to extend any Loan or provide any other financial
accommodation to Borrower under the Credit Agreement or other Loan Documents
(including consenting to Borrower's use of cash collateral), and (ii) upon the
direction of the Required Lenders to the extent provided in the Credit Agreement
would have permitted Administrative Agent and Lenders to, among other things,
(A) suspend or terminate any commitment to provide Loans or make other
extensions of credit under any or all of the Credit Agreement and the other Loan
Documents, (B) accelerate all or any portion of the Obligations, (C) continue to
charge, and demand immediate payment of, interest with respect to any and all of
the Obligations at the default rate to the fullest extent permitted under
Section 1.10 of the Credit Agreement, (D) commence any legal or other action to
collect any or all of the Obligations from Borrower, any other Designated
Company and/or any Collateral or any other property as to which any other Person
granted Administrative Agent or any Lender a security interest therein as
security for the Obligations or any guaranty thereof (collectively, the "Other
Collateral"), (E) foreclose or otherwise realize on any or all of the Collateral
and Other Collateral, and/or appropriate, set-off and apply to the payment of
any or all of the Obligations, any or all of the Collateral and Other
Collateral, and/or (F) take any other enforcement action or otherwise exercise
any or all rights and remedies provided for by any or all of the Credit
Agreement, the other Loan Documents or applicable law.

Forbearance; Forbearance Default Rights and Remedies.
----------------------------------------------------

         Effective as of the Forbearance Effective Date (as defined below),
Administrative Agent, Co-Administrative Agent and each Lender agrees that until
the expiration or termination of the Forbearance Period as provided herein, it
will forbear from exercising its default-related rights and remedies against
Borrower or any other Designated Company and its or their respective Collateral
and other property solely with respect to the Specified Defaults; provided,
however:

         except as otherwise expressly provided in Section 3(c) hereof, the
     Specified Defaults shall continue to constitute actionable Events of
     Default for the purpose of triggering all limitations, restrictions or
     prohibitions on certain actions that may be taken or omitted or otherwise
     acquiesced to, by or on behalf of, the Borrower or any other Designated
     Company pursuant to the Credit Agreement or any other Loan Document,
     including, without limitation, any limitations, restrictions or
     prohibitions with respect to any distribution, advance or other payment
     from Borrower or any other Designated Company to any other Designated
     Company, any direct or indirect owner of an equity interest in Borrower or
     any other Designated Company or any Affiliate of any of the foregoing; and
     any actions or inactions taken or omitted or otherwise acquiesced to, by or
     on behalf of, any Borrower or any other Designated Company in violation of
     such provisions while any Event of Default (including any Specified
     Default) exists will constitute additional Events of Default under the
     Credit Agreement and the other Loan Documents, as well as a Forbearance
     Default (as defined below) under this Agreement;

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         nothing herein shall restrict, impair or otherwise affect
     Administrative Agent's or any Lender's rights and remedies under any
     blocked account, control account, bank agency, lock box or similar
     agreement to which Administrative Agent is a party relating to any deposit
     or other account of Borrower or any other Designated Company; provided,
     that notwithstanding the provisions of Section 3.1(c) of the Credit
     Agreement, during the Forbearance Period the provisions of Section 3.1(b)
     of the Credit Agreement shall, unless otherwise expressly provided herein
     (including, without limitation, in Section 3(a) hereof), govern the
     application of funds and other Collateral proceeds deposited or held in the
     lock boxes and deposit and other accounts governed by such blocked account,
     control account, bank agency, lock box or similar agreements; and

         (iii)    nothing herein shall restrict, impair or otherwise affect
     Administrative Agent's or any Lender's right to file, record, publish or
     deliver a notice of default or document of similar effect, except for
     Specified Defaults during the Forbearance Period unless a Forbearance
     Default has occurred.

         As used herein, the term "Forbearance Period" shall mean the period
beginning on the Forbearance Effective Date and ending on the earlier to occur
of: (i) any Forbearance Default (as hereinafter defined), or (ii) April 24,
2007. As used herein, the term "Forbearance Default" shall mean any of: (A) the
occurrence of any Default or Event of Default other than the Specified Defaults,
(B) the failure of Borrower or any other Designated Company to timely and
strictly comply with any term, condition, covenant, agreement or other
obligation set forth in this Agreement, (C) the failure of any representation or
warranty made by Borrower or any other Designated Company under or in connection
with this Agreement to be true and complete in all material respects as of the
date when made or any other material breach of any such representation or
warranty, (D) the taking of any action by Borrower or any other Designated
Company to in any way repudiate or assert a defense to any Obligation under the
Credit Agreement, this Agreement or any of the other Loan Documents or the
assertion of any claim or cause of action against Administrative Agent,
Co-Administrative Agent or any Lender relating in any way thereto, (E) the date
on which Administrative Agent, in its sole discretion or at the direction of the
Required Lenders, delivers to Borrower a written notice terminating the
Forbearance Period, which notice may be delivered at any time upon or after the
delivery of any Proposed Vendor Payment Schedule Rejection Notice (as defined
below) by the Administrative Agent in accordance with Section 3(c)(ii) hereof,
or (F) Borrower fails to receive Inventory purchased with a CIA Payment (as
defined below) within six (6) Business Days of the making of such CIA Payment.
The occurrence of any Forbearance Default shall constitute an immediate Event of
Default under the Credit Agreement and other Loan Documents.

         Upon the termination or expiration of the Forbearance Period, the
agreement of Administrative Agent, Co-Administrative Agent and each Lender
hereunder to forbear from exercising its default-related rights and remedies
shall immediately terminate without the requirement of any demand, presentment,
protest, or notice of any kind, all of which Borrower and each other Designated
Company hereby waives. Borrower and each other Designated Company further agrees
that any of Administrative Agent (upon direction of the Required Lenders to the
extent provided in the Credit Agreement) and each Lender may at any time after
the expiration or termination of the Forbearance Period proceed to exercise any
and all of its rights and remedies under any or all of the Credit Agreement, any
other Loan Document and/or applicable law, all of which rights and remedies are
hereby fully reserved by Administrative Agent and each Lender.

         Any agreement by Administrative Agent and the Lenders to extend the
Forbearance Period, if any, must be set forth in writing and signed by
Administrative Agent and the Lenders. Borrower and each other Designated Company
acknowledges that none of Administrative Agent or any Lender has made any
assurances concerning any possibility of any extension of the Forbearance
Period.

         Borrower and each other Designated Company acknowledges and agrees that
any Loan or other financial accommodation which Administrative Agent,
Co-Administrative Agent or any Lender makes to or for the benefit of Borrower or
any other Designated Company on or after the Forbearance Effective Date has been
made by such party in reliance upon, and is consideration for, among other
things, the general releases and indemnities contained in Section 5 hereof and
the other covenants, agreements, representations and warranties of Borrower and
each other Designated Company hereunder.

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Supplemental Terms, Conditions and Covenants During the Forbearance Period.
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         The parties hereto hereby agree to comply with the following terms,
conditions, covenants, agreements and other obligations in each case
notwithstanding any provision to the contrary set forth in this Agreement, the
Credit Agreement or any other Loan Document, including, without limitation,
Sections 1.1 and 7.1 of the Credit Agreement:

         [Intentionally omitted.]

         Delivery of Weekly Proposed Vendor Payment Schedules. On or prior to
12:00 p.m. prevailing Central time on April 16, 2007, and on or prior to each
Thursday thereafter during the Forbearance Period, Borrower shall prepare and
deliver to Administrative Agent a schedule in the form attached hereto as
Exhibit B, which sets forth each and every product vendor payment that Borrower
proposes to make during the immediately following week (or portion thereof) in
accordance with the Forbearance Budget (as defined below) (each, a "Proposed
Vender Payment Schedule").

         Permitted Forbearance Overadvances. Subject to Section 3(a) hereof,
each Lender severally agrees, solely during the Forbearance Period, to make
additional Revolving Loans to Borrower up to the amount of such Lender's
Revolving Credit Commitment and in proportion to its Revolver Percentage (each,
a "Permitted Forbearance Overadvance"), in each case subject to the satisfaction
of all the following terms and conditions as determined by Administrative Agent
in its sole discretion:

         Administrative Agent shall have received a written request for each
     such Borrowing to be made pursuant to this Section 3(c) prior to 1:00 p.m.
     prevailing Central time on such date, and such request shall be accompanied
     by a Borrowing Base Certificate calculating the Borrowing Base (which shall
     include the $1,500,000 of Excess Availability required pursuant to Section
     8.22(g) of the Credit Agreement) in reasonable detail as at the close of
     business on the immediately preceding Business Day. Both the Eligible
     Receivables and Eligible Inventory components of each such Borrowing Base
     shall be determined as at the close of business on the immediately
     preceding Business Day; provided, however, that (A) the determination of
     whether a Receivable is an Eligible Receivable shall be determined as
     currently being done under the Credit Agreement, and (B) the Eligible
     Inventory component as at each Business Day, subject to true-up on or prior
     to the fifth Business Day of each week using actual Eligible Inventory
     reflected on the then most recently delivered weekly Borrowing Base
     Certificate pursuant to Section 8.5(a) of the Credit Agreement, shall be
     equal to (a) the aggregate amount of Eligible Inventory for the immediately
     preceding Business Day minus (b) the aggregate amount of sales of Eligible
     Inventory booked by Borrower on the such immediately preceding Business Day
     (less the aggregate amount of gross margin associated therewith) plus (c)
     the aggregate amount of Eligible Inventory purchased during such
     immediately preceding Business Day. For the purpose of avoidance of doubt
     and without in any way limiting the Credit Agreement, "in-transit"
     Inventory shall not be included in any Borrowing Base calculated pursuant
     to this Agreement.

         Solely with respect to that portion of any Permitted Forbearance
     Overadvance to be used for product vendor payments, Administrative Agent
     shall not have delivered to Borrower, prior to 12:00 p.m. prevailing
     Central time on Monday of such week, written notice of the Lenders' refusal
     to consent to the use of any Loan or Collateral proceeds to fund the
     payments reflected in the Proposed Vendor Payment Schedule covering such
     week, which notice Administrative Agent shall have the right to deliver in
     its sole discretion or at the direction of Required Lenders in their sole
     discretion (each, a "Proposed Vendor Payment Schedule Rejection Notice");
     provided, however, that if the Administrative Agent shall have timely
     delivered a Proposed Vendor Payment Schedule Rejection Notice to Borrower
     with respect to a Proposed Vendor Payment Schedule in accordance with this
     subparagraph (ii), neither Administrative Agent nor any Lender shall have
     any obligation under this Agreement, the Credit Agreement or otherwise to
     fund any payments set forth on such Proposed Vendor Payment Schedule.

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         The sum of the aggregate principal amount of all Revolving Loans and
     L/C Obligations at any time outstanding shall not exceed the lesser of: (a)
     the aggregate amount of all Lenders' Revolving Credit Commitments in effect
     at such time, and (b) the sum of (I) the Borrowing Base in effect at such
     time and reflected on a Borrowing Base Certificate delivered to
     Administrative Agent in accordance with Section 3(c)(i) hereof, plus (II)
     an amount equal to (A) $4,948,000 at all times from and including April 16,
     2007 through and including April 20, 2007, and (B) $4,912,000 at all times
     thereafter during the Forbearance Period (clause (II) is referred to herein
     as the "Permitted Forbearance Overadvance Amount").

         All proceeds of Permitted Forbearance Overadvances shall be used solely
     to pay the types of disbursements reflected in the respective line items
     set forth in the Budget (which Borrower represents it prepared in
     consultation with RAS Management Advisors, Inc. and which shall be in form
     and substance acceptable to Administrative Agent and Lenders) provided by
     the Borrower to the Administrative Agent on the date hereof (the
     "Forbearance Budget"), and at no time during the Forbearance Period shall
     Borrower make disbursements (A) for any week that, in the aggregate, exceed
     the aggregate disbursements for all line items set forth in the Forbearance
     Budget for such week or (B) with respect to any particular line item set
     forth in the Forbearance Budget for any week that exceed by more than five
     percent (5%) the forecasted total disbursements with respect to such line
     item for such week in the Forbearance Budget. On or prior to 9:00 a.m.
     prevailing Eastern time each Tuesday during the Forbearance Period,
     Borrower shall prepare and deliver to Administrative Agent a reconciliation
     of the projected cash receipts and disbursements for the immediately
     preceding week set forth in the Forbearance Budget with the actual cash
     receipts and disbursements for such week.

         Provided that Administrative Agent does not timely deliver a Proposed
     Vendor Payment Schedule Rejection Notice with respect to the Proposed
     Vendor Payment Schedule covering any week, Borrower shall only make
     payments to Product Vendors during such week if, and to the extent, all of
     the following conditions precedent are satisfied to the reasonable
     satisfaction of Administrative Agent: (a) each Product Vendor and
     corresponding payment is listed in the Proposed Vendor Payment Schedule for
     such week (provided, however, that at the Company's request, such approved
     Proposed Vendor Payment Schedule may be amended with the prior consent of
     the Administrative Agent so long as the amended schedule complies with all
     terms and conditions set forth herein); (b) each such payment is made
     either (I) in contemporaneous exchange for Inventory of equal or greater
     value (i.e., pursuant to "cash on delivery" payment terms) (each, a "COD
     Payment") or (II) in advance by wire transfer for Inventory of equal or
     greater value (i.e., pursuant to "cash in advance" payment terms) (each, a
     "CIA Payment") and is made subject to a written agreement between the
     Borrower and such Product Vendor, in the form attached hereto as Exhibit C
     or otherwise in form and substance acceptable to the Administrative Agent
     in its sole discretion; and (c) all Inventory being purchased by Borrower
     is at the time of ordering subject to existing customer purchase orders and
     can be shipped to such customers within two (2) Business Days of receipt;
     provided, however, that if Inventory purchased by Borrower is, prior to
     delivery to a customer, subject to the completion of services provided to
     Borrower by a provider of value-added services, then such provider of
     value-added services shall be deemed to be an additional Product Vendor
     with respect to such Inventory and Borrower shall have no obligation to
     ship such Inventory to its customer until two (2) Business Days after
     receipt from such Product Vendor. For the avoidance of doubt, neither
     Administrative Agent nor any Lender shall have any obligation under this
     Agreement, the Credit Agreement or otherwise to fund any payment set forth
     on any Proposed Vendor Payment Schedule that does not satisfy all of the
     conditions precedent set forth in this Section 3(c)(v).

         (vi)     Neither Administrative Agent nor any Lender shall have any
     obligation to make any Permitted Forbearance Overadvance to fund any
     payment reflected in the Forbearance Budget that Borrower paid prior to the
     date hereof.

         (vii)    No proceeds of any Collateral or any Permitted Forbearance
     Overadvance may be used by Borrower or any other Designated Company to pay
     any fees or expenses of legal counsel in connection with the investigation
     and/or assertion of or joinder in any claim, counterclaim, action,
     proceeding, application, motion, objection, defense or other contested
     matter, the purpose of which is to seek or the result of which would be to
     obtain any order, judgment, determination, declaration or similar relief:
     (A) invalidating, setting aside, avoiding or subordinating, in whole or in
     part, any Obligations or Administrative Agent's liens and security
     interests in any Collateral; (B) for monetary, injunctive or other
     affirmative relief against any or all of the Administrative Agent and any

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     Lenders or the Collateral; or (B) preventing, hindering or otherwise
     delaying the exercise by any or all of the Administrative Agent and the
     Lenders of any of their respective rights and remedies under this
     Agreement, any other Loan Document or applicable law, or the enforcement or
     realization (whether by foreclosure, credit bid, court order or otherwise)
     by Administrative Agent or any Lender upon any Collateral.

         Administrative Agent Access and Cooperation. In supplement to, and
without in any way limiting, the rights of Administrative Agent,
Co-Administrative Agent and the Lenders under the Credit Agreement and other
Loan Documents, Borrower and each other Designated Company hereby agrees to: (A)
give Administrative Agent and its Representatives (defined below) access to the
offices, properties, officers, employees, accountants, auditors, counsel and
other representatives, books and records of Borrower and the other Designated
Companies, (B) furnish to Administrative Agent and its Representatives such
financial, operating and property related data and other information as such
persons shall reasonably request, and (C) instruct Borrower's and any other
Designated Company's employees, accountants, auditors, counsel, financial
advisors (including, without limitation, Raymond James & Associates, Inc. and
RAS Management Advisors, Inc.) and other representatives to fully cooperate
with, and upon request regularly consult with, Administrative Agent and its
Representatives in respect of the aforementioned clauses (A) and (B)). For
purposes of this Agreement, the term "Representatives" shall mean Administrative
Agent's employees, agents, representatives, advisors and consultants, and any
financial advisor or consultant retained by Administrative Agent's counsel to
assist in the representation of Administrative Agent in connection with this
matter (including, without limitation, Giuliani Capital Advisors and its
members, employees and other representatives).

         Immediate Repayment of Overadvances in Excess of Permitted Forbearance
Overadvances. If at any time the sum of the aggregate principal amount of all
Revolving Loans (including