EMPLOYMENT AGREEMENT

Martin F. Ellis
8 Webb Ave.
Old Greenwich, CT 06870

1.

Employment Period. You will be employed by Pioneer-Standard for the period beginning with the Start Date set forth above and ending with the End Date set forth above (the “Employment Period”). From and after the End Date, this agreement and the Employment Period will continue from month to month and may only be terminated by you or Pioneer-Standard giving the other at least thirty days’ prior written notice. The end of the Employment Period does not necessarily mean the end of your employment. However, if your employment continues beyond the end of the Employment Period, you will be employed at will, subject to the provisions of Paragraphs 7, 8 and 9 of this agreement, and the terms in Pioneer-Standard’s Employee Manual.

2.

Position. You shall initially be employed in the position set forth above, with the duties and responsibilities customarily associated with that position. From time to time, Pioneer-Standard may determine that it is in Pioneer-Standard’s best interest to add to, subtract from, or otherwise change your duties and responsibilities, or change or eliminate your title.

3.

Best Efforts. You shall devote all of your business time and attention to your duties as an employee of Pioneer-Standard. You shall use your best efforts, energies, and skills to advance the business of Pioneer-Standard, to further and improve its relations with suppliers, customers and others, and to keep available to Pioneer-Standard the services of its employees. You shall perform your duties in compliance with all laws and Pioneer-Standard’s ethical standards.

4.

Compensation. Your compensation will be pursuant to Pioneer-Standard’s standard programs in effect from time to time. Pioneer-Standard reserves the right, however, in its sole discretion, to impose salary reduction, and/or other cost reduction programs which may reduce your targeted cash compensation (provided that any such program is not discriminatory and treats you the same as other Pioneer-Standard employees holding similar positions). You shall be eligible to participate in any and all employee benefit plans made available from time to time to Pioneer-Standard employees generally.

5.

Termination.

A.

Termination for Cause and Voluntary Termination. If your employment terminates prior to the End Date, and such termination is for any of the following reasons: (a) your death, disability, or legal incompetence; (b) the issuance by Pioneer-Standard of a notice terminating your employment “for cause” (which, for these purposes, means breach of any term of this agreement or any other duty to Pioneer-Standard, dishonesty, fraud, or failure to abide by the published ethical standards, conflict of interest, or other policies of Pioneer-Standard, but does not mean simply a failure to attain financial targets); or (c) you voluntarily resign your employment, then your salary will end on the day your employment terminates.

B.

Termination Without Cause. If your employment is terminated by Pioneer-Standard for any reason other than those identified in paragraph 5.A., above, then you will be paid a severance (“Severance Payments”) equal to the greater of (1) continuation of regular base and target incentive salary (if applicable) through the End Date, which will be at the rate applicable to you at the time your employment terminated; or (2) the severance package which you would otherwise have received, based on years of service, under Pioneer-Standard’s applicable severance policy or programs, subject to the provisions of paragraph 8.B., below. The period of time for which Severance Payments are made to you is referred to as the “Severance Period.” In case of termination without cause, you will be eligible to continue to participate in applicable medical and dental coverage program(s) available to Pioneer-Standard employees for the duration of the Severance Period.

C.

Change of Position. If Pioneer-Standar