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                                                                    Exhibit 10.B


                               AMENDMENT NO. 3 TO
                           RECEIVABLES SALE AGREEMENT

            This Amendment No. 3 to Receivables Sale Agreement (this
"Amendment") is entered into as of November 25, 2002, between Avnet, Inc., a New
York corporation ("Originator"), and Avnet Receivables Corporation, a Delaware
corporation ("Buyer").

                                    RECITALS

            Originator and Buyer entered into that certain Receivables Sale
Agreement, dated as of June 28, 2001, and amended such Receivables Sale
Agreement pursuant to Amendment No. 1 thereto, dated as of February 6, 2002, and
further amended such Receivables Sale Agreement pursuant to Amendment No. 2
thereto, dated as of June 26, 2002 (such agreement, as so amended, the "Sale
Agreement").

            Avnet Receivables Corporation, as Seller, Avnet, Inc., as Servicer,
the Financial Institutions party thereto, the Companies party thereto and Bank
One, NA (Main Office Chicago), as agent, are entering into Amendment No. 2 to
Amended and Restated Receivables Purchase Agreement, dated as of the date hereof
(the "RPA Amendment").

            Each of the parties hereto now desires to amend the Sale Agreement,
subject to the terms and conditions hereof, to, among other things, conform the
Sale Agreement with the amendments contemplated by the RPA Amendment, as more
particularly described herein.

                                    AGREEMENT

            NOW, THEREFORE, in consideration of the premises, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

            Section 1. Definitions Used Herein. Capitalized terms used herein
and not otherwise defined herein shall have the respective meanings set forth
for such terms in, or incorporated by reference into, the Sale Agreement.

            Section 2. Amendments. Subject to the terms and conditions set forth
herein, the Sale Agreement is hereby amended as follows:


                                                              AMENDMENT NO. 3 TO
                                                      RECEIVABLES SALE AGREEMENT
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                  (a) Section 1.6 of the Sale Agreement is hereby amended by
replacing the phrase "Receivables now existing and hereafter arising" in such
section with the phrase "Receivables now existing and hereafter arising through
and including the Termination Date".

                  (b) Section 4.2(d) of the Sale Agreement is hereby amended by
(i) adding the following phrase to the end of the first sentence in such
section, ";provided that, after the Termination Date, Originator may grant or
create a Permitted Adverse Claim upon any Receivable arising after the
Termination Date, together with any Collections and Related Security with
respect to any such Receivable arising after the Termination Date" and (ii)
adding the following phrase to the end of the last sentence in such section, ",
other than a Permitted Adverse Claim; provided that such Permitted Adverse Claim
does not create or suffer to exist any Adverse Claim on or with respect to (i)
the proceeds of any inventory which proceeds constitute Receivables, Related
Security or Collections or (ii) any returned or repossessed inventory or goods
the sale, lease or financing of which gave rise to any Receivable".

                  (c) Exhibit I to the Sale Agreement is hereby amended by
replacing the phrase "other interest, including, without limitation, any
indebtedness, obligation or interest constituting an account, chattel paper,
instrument or general intangible, arising" in the definition of "Receivable"
appearing in such exhibit with the phrase "other interest (including, without
limitation, any indebtedness, obligation or interest constituting an account,
chattel paper, instrument or general intangible), arising".

            Section 3. Conditions to Effectiveness of Amendment. This Amendment
shall become effective as of the date hereof, upon the satisfaction of the
conditions precedent that:

                  (a) Amendment. The Buyer and the Agent shall have received, on
or before the date hereof, executed counterparts of this Amendment, duly
executed by each of the parties hereto.

                  (b) RPA Amendment. All conditions precedent contained in
Section 3 of the RPA Amendment shall have been satisfied and the RPA Amendment
shall be in full force and effect.

                  (c) Representations and Warranties. As of the date hereof,
both before and after giving effect to this Amendment, all of the
representations and


                                                              AMENDMENT NO. 3 TO
                                                      RECEIVABLES SALE AGREEMENT


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warranties contained in the Sale Agreement and in each other Transaction
Document shall be true and correct as though made on and as of the date hereof
(and by its execution hereof, each of Buyer and Originator shall be deemed to
have represented and warranted such).

                  (d) No Termination Event or Potential Termination Event. As of
the date hereof, both before and after giving effect to this Amendment, no
Termination Event or Potential Termination Event shall have occurred and be
continuing (and by its execution hereof, Buyer and Originator shall be deemed to
have represented and warranted such).

            Section 4. Miscellaneous.

                  (a) Effect; Ratification. The amendments set forth herein are
effective solely for the purposes set forth herein and shall be limited
precisely as written, and shall not be deemed (i) to be a consent to any
amendment, waiver or modification of any other term or condition of the Sale
Agreement or of any other instrument or agreement referred to therein or (ii) to
prejudice any right or remedy which Buyer (or any of its assigns) may now have
or may have in the future under or in connection with the Sale Agreement, as
amended hereby, or any other instrument or agreement referred to therein. Each
reference in the Sale Agreement to "this Agreement," "herein," "hereof" and
words of like import and each reference in the other Transaction Documents to
the Sale Agreement, to the "Receivables Sale Agreement" or to the "Sale
Agreement" shall mean the Sale Agreement as amended hereby. This Amendment shall
be construed in connection with and as part of the Sale Agreement and all terms,
conditions, representations, warranties, covenants and agreements set forth in
the Sale Agreement and each other instrument or agreement referred to therein,
except as herein amended, are hereby ratified and confirmed and shall remain in
full force and effect.

                  (b) Transaction Documents. This Amendment is a Transaction
Document executed pursuant to the Sale Agreement and shall be construed,
administered and applied in accordance with the terms and provisions thereof.

                  (c) Costs, Fees and Expenses. Originator agrees to reimburse
Buyer and its assigns upon demand for all costs, fees and expenses in connection
with the preparation, execution and delivery of this Amendment (including the
reasonable fees and expenses of counsels to Buyer and its assigns).


                                                              AMENDMENT NO. 3 TO
                                                      RECEIVABLES SALE AGREEMENT


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                  (d) Counterparts. This Amendment may be executed in any number
of counterparts, each such counterpart constituting an original and all of which
when taken together shall constitute one and the same instrument.

                  (e) Severability. Any provision contained in this Amendment
which is held to be inoperative, unenforceable or invalid in any jurisdiction
shall, as to that jurisdiction, be inoperative, unenforceable or invalid without
affecting the remaining provisions of this Amendment in that jurisdiction or the
operation, enforceability or validity of such provision in any other
jurisdiction.

                  (f) GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK EXCLUDING
CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE
APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.


                            (Signature Page Follows)

                                                              AMENDMENT NO. 3 TO
                                                      RECEIVABLES SALE AGREEMENT


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            IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered by their respective duly authorized officers as of the
date first written above.

                                       AVNET, INC.


                                       By:  /s/ Raymond Sadowski
                                          --------------------------------------
                                       Name:  Raymond Sadowski
                                       Title: Senior Vice President and
                                              Chief Financial Officer


                                       AVNET RECEIVABLES CORPORATION


                                       By:  /s/ Raymond Sadowski
                                          --------------------------------------
                                       Name:  Raymond Sadowski
                                       Title: President and Treasurer


                                                              AMENDMENT NO. 3 TO
                                                      RECEIVABLES SALE AGREEMENT