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

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                                                                  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.


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          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 either (i) by the
          Company without Cause, or (ii) by the Employee for Good Reason, in
          accordance with Section 3.4 below:"

          2. Section 3.2 of the Change of Control Agreement shall be deleted,
and the following shall be inserted therefor:

          "3.2. Cause or Voluntary Termination. If the Employee's employment