EXHIBIT 10.1



                     DEFERRED COMPENSATION PLAN FOR
                          OUTSIDE DIRECTORS OF
                        CAMPO ELECTRONICS, APPLIANCES
                          AND COMPUTERS, INC.


                               ARTICLE I

                                PURPOSE

            The Purpose of the Deferred Compensation  Plan for Outside
   Directors of Campo Electronics, Appliances and Computers, Inc. (the
   "Plan")  is  (a)  to  provide  for  the deferral of the payment  of
   director compensation to the members  of  the  Company's  Board  of
   Directors  who  are  not  full-time  employees  of the Company (the
   "Directors") until the Company is in a better position  to pay such
   fees,  (b)  to  permit  Directors  to elect to defer director  fees
   until age 65 or termination  of  Board  service  and (c) to provide
   deferred  stock  unit  awards  to  the  Chairman  of the  Board  of
   Directors.

                               ARTICLE II

                             ADMINISTRATION

            The   Plan   will  be  administered  by  the  Compensation
   Committee  of  the  Board   of   Directors   of  the  Company  (the
   "Committee").   The  Committee  will  have  the sole  authority  to
   interpret  the  Plan,  to  prescribe, amend and rescind  rules  and
   regulations  relating thereto,  and  in  general,  make  all  other
   determinations necessary or advisable for the administration of the
   Plan.    All   decisions    of   the   Committee   concerning   the
   administration, construction,  and interpretation of the Plan shall
   be final, conclusive and binding upon parties and interests.

                              ARTICLE III

                              PARTICIPANTS

            Participation in the Plan  is  limited to Directors.  Upon
   termination  of  membership  from the Board  of  Directors  of  the
   Company, participation in the  Plan  shall  cease.  Distribution of
   deferred Compensation payments shall commence as provided elsewhere
   herein.

                               ARTICLE IV

                         REQUIRED DEFERRALS OF
                     COMPENSATION BY ALL DIRECTORS

            Commencing  with  the  1998  calendar  year,   the  annual
   retainer fees, Board meeting attendance fees and Committee  meeting
   attendance fees ("Compensation") which Directors are entitled to be
   paid by the Company shall automatically be deferred until the later
   of  one  year  from  the  date  the Plan is adopted by the Board of
   Directors  or  the  effective  date  of   the   bankruptcy  court's
   confirmation of the Company's plan of reorganization  (the "Initial
   Deferral Period").  Each Director may elect to further  defer  such
   Compensation  until  the  earlier of age 65 or termination of Board
   service and may elect as to whether such deferral shall be in Stock
   Units or in a Reserve, as described in Article V.

                               ARTICLE V

                    COMPENSATION DEFERRAL ELECTIONS

            5.1      Voluntary   Initial   Deferral  Period  Election.
   Rather than be paid deferred Compensation  for the Initial Deferral
   Period at the time provided in Article IV, any  Director  may elect
   to   further   defer   receipt   of  his  Initial  Deferral  Period
   Compensation until the earlier of  the  attainment  of  age  65  or
   termination  of  Board  service.   The  election  form  for further
   deferral of the Initial Deferral Period Compensation is attached as
   Exhibit A hereto.

            5.2      Subsequent Voluntary Deferral Election.  In order
   for  a  voluntary  deferral election to be effective for any  given
   calendar year or portion  thereof  outside  of the Initial Deferral
   Period,  the Director must deliver a signed election  form  to  the
   Committee  no later than December 31 of the year preceding the year
   for which the  election is to take effect.  In the case of a person
   who is selected  or  appointed  to  the  Board  of Directors of the
   Company  during  the  calendar  year  in  which  the  election   or
   appointment  is  to  take  effect, the signed election form must be
   delivered to the Committee no  later  than  the first Board meeting
   attended  by the Director following such election  or  appointment.
   The voluntary  election must be made on the form attached hereto as
   Exhibit B, available upon request from the Committee.

            5.3      Election as to the Form of Deferred Compensation.
   Each Director must  elect  with  respect  to  his  or  her deferred
   Compensation  to  either  (i)  have  the  Company allocate to  such
   Director Compensation units in the form of  hypothetical  units  of
   the  Company's  common  stock (the "Stock Units"); or (ii) have the
   Company create a reserve (the "Reserve") to which the Company shall
   credit Compensation payments  which  such  Director  has  deferred.
   Such elections shall be made on the forms provided as Exhibits A or
   B  hereto.   Executed  election  forms  are  to be forwarded to the
   attention of the Committee or a person designated  by the Committee
   to receive them (the "Representative").

            5.4      Irrevocability of Election.  Upon  receipt of the
   signed  election  form by the Committee or its Representative,  the
   election shall become  irrevocable  as  to  the  period or year for
   which it is effective.

            5.5      Effect  of  No  Election.  If a written  election
   form for a calendar year is not received  by  the  Committee or its
   Representative  at the time and in the manner provided  in  Section
   5.2 above, Compensation  payments  to  which  the  Director becomes
   entitled for that calendar year shall be distributed in the form of
   customary cash payments.

            5.6      Deferral  Amount.  In the event that  a  Director
   elects to defer payment of Compensation,  such  Director must elect
   to defer payment of all his Compensation for such  year  until  the
   expiration of the deferral period.

                               ARTICLE VI

                              STOCK UNITS

            6.1      Stock Units.  For each Director electing to defer
   Compensation payments in the form of Stock Units, the Company shall
   credit to such Director's account as of the date of fee or dividend
   payment  (the  "Crediting Date") the number of Stock Units equal to
   the number of shares  of  the  Company's  common  stock  (including
   fractions)   that  could  be  purchased  with  the  amount  of  the
   Director's deferred  Compensation  in  accordance with Sections 5.1
   and 5.2 herein at the Fair Market Value  of  the  Company's  common
   stock  on  such Crediting Date.  The term "Fair Market Value" shall
   mean the closing  quotation  for  the Company's common stock on the
   Nasdaq Stock Market on such date, or if there is no trading on such
   date, on the previous trading day on which trading occurred.

            6.2      Dividends.   The Company  shall  credit  to  each
   Director's Account as of the Crediting  Date  next  succeeding  the
   record  date for payment of dividends on the Company's common stock
   the number  of  Stock  Units  equal  to the number of shares of the
   Company's  common  stock  (including  fractions)   which  could  be
   purchased at the Fair Market Value of the Company's common stock on
   such  Crediting Date, with the dividends such Director  would  have
   received  if  he  had been the owner of the number of shares of the
   Company's  common  stock   equal  to  the  number  of  Stock  Units
   (excluding fractions) in his  account  on the date normal customary
   dividends would have been paid.  After a  Director  has  terminated
   service  on  the Board, dividends shall continue to be credited  to
   such Director's  Stock Unit account until all deferred Compensation
   has been distributed pursuant to Article X herein.

            6.3      Adjustments  in Stock Units.  The total number of
   Stock  Units  credited  to  each  Director's   account   shall   be
   appropriately  adjusted  from  time  to  time, as determined by the
   Board of Directors or the Committee, for any  increase  or decrease
   in  the number of outstanding shares of the Company's common  stock
   resulting  from  a  subdivision  or combination of shares of common
   stock, a dividend payable in common  stock,  a  reclassification of
   common stock, a merger or consolidation, or for any other change in
   the capital structure or shares of common stock.  The determination
   of  the  Board  of  Directors  or  the  Committee shall  be  final,
   conclusive and binding upon all parties and interests.

                              ARTICLE VII

                        ESTABLISHMENT OF RESERVE

            7.1      Establishment  of  Reserve.   For  each  Director
   electing to defer Compensation payments  in the form of the Reserve
   referred to in Section 5.3, the Company shall  establish  a Reserve
   on  its  books  to  which  the  Company  shall  credit Compensation
   payments which each Director has deferred.  Credits of Compensation
   payments to the Reserve shall be made by the Company  at the end of
   each fiscal quarter during which customary cash payments would have
   been made had the Director not elected their deferral.

            7.2      Interest Accruals.  On all Compensation  payments
   that  a  Director may elect to defer and be credited to the Reserve
   for such Director,  there  shall  be  credited  to  such Reserve an
   amount equal to interest on those Compensation payments  compounded
   quarterly from the date such Compensation payments are credited  to
   such  Director's  Reserve.   The rate of interest shall be the one-
   year United States Treasury Bill  rate  as  published  in  The Wall
   Street Journal as of the beginning of each of the Company's  fiscal
   quarters.   After  a  Director has terminated service on the Board,
   interest shall continue  to accrue to such Director's Reserve until
   all deferred Compensation  is  distributed  pursuant  to Article XI
   herein.

                              ANNUAL VIII

                            CHAIRMAN OF THE
                        BOARD STOCK UNIT GRANTS

            As deferred compensation for past services provided to the
   Company  as  Chairman  of the Board of Directors, L. Ronald  Forman
   shall be granted 30,000  Stock Units, as of the date of adoption of
   this Plan by the Board of  Directors.  As deferred compensation for
   future service as Chairman of  the  Board of the Company, L. Ronald
   Forman shall be granted 5,000 Stock Units per month on the last day
   of each month beginning December 31,  1997  and  ending January 31,
   1999,  provided  Mr. Forman continues to serve as Chairman  of  the
   Board on such date.   Such  Stock  Units shall be on the same terms
   and subject to the same conditions as  Compensation that a Director
   may elect to defer in Stock Units, as provided  herein, except that
   (a) such Stock Units will be paid at the election  of Mr. Forman at
   any time beginning one year following the date such Stock Units are
   credited to Mr. Forman's account under the terms hereof and (b) the
   Company  may  elect  to pay such Stock Units in shares  of  Company
   common stock rather than  in  cash,  if  the  requisite shareholder
   approval  of  the  stock issuance has been obtained.   The  closing
   price of a share of  Company  common stock, as quoted on the Nasdaq
   Stock Market on November 14, 1997,  was  $1.00.   If not previously
   paid, all Stock Units granted to Mr. Forman under this Section VIII
   and  all  dividends  thereon  shall  be  paid  upon the earlier  of
   termination of Mr. Forman's Board Service with the  Company  or Mr.
   Forman's attainment of age 65.

                               ARTICLE IX

                COMPANY LIABILITY AND DIRECTORS' RIGHTS

            9.1      Company's  Liability for Stock Unit Accounts  and
   Reserves.  Amounts credited to the Stock Unit accounts and Reserves
   shall represent entries made on  the  Company's  books  solely  for
   record-keeping  purposes  under  the Plan.  All amounts so credited
   shall at all times constitute general, unsecured liabilities of the
   Company payable exclusively out of  its  general  assets, and in no
   event and under no circumstance shall the Company be  obligated  or
   required  to segregate from its general assets (whether by trust or
   otherwise)  funds  sufficient  to pay the amounts credited to Stock
   Unit accounts or Reserves.

            9.2      Rights of Directors  in  Stock  Unit Accounts and
   Reserves.  Nothing contained in this Plan shall be deemed to confer
   upon any Director any right, title, or vested interest  in  and  to
   Stock  Unit  accounts and Reserves or the amounts from time to time
   credited thereto.  As a condition of electing to defer Compensation
   payments pursuant  to  the Plan, each Director shall be required to
   acknowledge and confirm  in  writing that: (i) the Director's right
   to receive deferred compensation payments and accruals with respect
   thereto  shall  be  no greater than  the  right  of  any  unsecured
   creditor  of  the  Company   generally;   and   (ii)  all  deferred
   compensation payments shall be payable only as provided  in Article
   X hereof.

                               ARTICLE X

                    TIME AND METHOD OF DISTRIBUTION

            10.1     Deferral   Period.    The   period  during  which
   compensation is deferred under this Plan is referred  to  herein as
   the "Deferral Period."

            10.2     Notice  to Director.  Prior to the date when  the
   Company will commence distribution  of  deferred  compensation to a
   Director,  the  Committee or its Representative shall  contact  the
   Director in writing  in  order to obtain his written election as to
   whether he desires to receive  the  distribution  in  a lump sum or
   installments,  specifying  the number.  Failure of the Director  to
   make an election will be deemed  to  be  an election for a lump-sum
   payment.

            10.3     Timing of Distribution.   As  soon as practicable
   after  the expiration of the Deferral Period, amounts  credited  to
   such Director  either  through  Stock  Units  or a Reserve shall be
   distributed to him (or his designated beneficiary)  in the form of:
   (i) a single lump-sum payment; or (ii) annual installment  payments
   over  not  less  than  two  (2)  nor  more than ten (10) years.  If
   payment in the form of annual installment  payments is elected, the
   second and remaining annual installment payments,  if any, shall be
   payable  on the successive anniversary dates of the first  payment.
   If, after  commencing to receive a distribution under this Article,
   a Director dies  prior to completion of such distribution, then any
   remaining annual installment  payments  shall  be  payable  to  the
   Director's designated beneficiary at the same times and in the same
   amounts as the payments would have been made to the Director.

            10.4     Manner  of Distribution - Stock Units.  Except as
   permitted  in  Article VIII hereof,  distribution  of  compensation
   deferred as Stock  Units  shall be made in cash as follows: (i) for
   lump sum distributions, the  amount  of  cash  distributed shall be
   equal to the number of Stock Units credited to a Director's account
   as  of  the  date  the  Company issues a check to the  Director  or
   beneficiary multiplied by  the  Fair  Market Value of the Company's
   common stock on the trading date immediately  preceding  such date;
   or  (ii)  for annual installment distributions, the amount of  each
   installment  shall  be  the numerator (equal to one) divided by the
   denominator (this being the  total  number of remaining installment
   payments) multiplied by the number of  Stock  Units credited to the
   Director's account, which product shall be multiplied  by  the Fair
   Market  Value  of  the  Company's  common stock on the trading date
   immediately preceding the date on which  the Company issues a check
   to the Director for the installment payment.

            10.5     Hardship.   In the case of  hardship  as  defined
   herein,  the  Director may petition  the  Committee  for  immediate
   distribution of  any  Compensation  deferred by election.  Hardship
   shall include unusual financial need which arises from:

                     (a)  Expenses or debts incurred by, or assumed by
            a Director which are: (i) not  covered  by  insurance  and
            arise  out of an accident to, or the illness or disability
            of a Director,  a  member  of  the Director's family, or a
            dependent of the Director; or (ii)  occur as the result of
            a  Director's  divorce  or  separation,  or  the  divorce,
            separation or death of a member of a Director's family.

                     (b)  Sudden,  unexpected losses, not  covered  by
            insurance, arising out of the following circumstances: (i)
            casualty occurrence; (ii)  theft of personal property; and
            (iii) rendering of a legal judgment  against the Director,
            a member of the Director's family, or  a  dependent of the
            Director.

                     (c)  Educational expenses which arise  from:  (i)
            education  of  a member of the Director's family; and (ii)
            education of a dependent of the Director.

                     (d)  Severe  curtailment of a Director's personal
            income due to reasons beyond the Director's control.

                     (e)  Expenses  resulting  from  the purchase of a
            primary residence by the Director.

            10.6     Designation of Beneficiary.  Any  Director  shall
   have the right to designate a beneficiary, or beneficiaries who are
   to receive distribution of payments if the Director dies before the
   complete  distribution  under  this  Plan is made.  Any beneficiary
   designation,  or change in the beneficiary  designation,  shall  be
   made in writing  by  completing  and furnishing to the Committee or
   its Representative the appropriate  form attached hereto as Exhibit
   C.  The last designation of beneficiary  received  by the Committee
   or its Representative shall be controlling over any testamentary or
   purported   disposition   by   the   Director,  provided  that   no
   designation, or change of designation  thereof  shall  be effective
   unless  received  by  the  Committee  prior  to  the  death  of the
   Director.  If there is no designated beneficiary living at the time
   distribution  of  any  compensation  is  to  be  made,  or  if  any
   designation  of  beneficiary  shall  be ineffective for any reason,
   then the compensation shall be paid to  the estate of the Director.
   In the event a designated beneficiary who  has commenced to receive
   distribution of Director's payments pursuant  to this Article shall
   die prior to completion thereof, then any remaining  payments shall
   be delivered to the estate of the beneficiary in a lump  sum within
   twelve (12) months following the date of death.

            10.7     Acceleration.  Notwithstanding any provisions  of
   the  Plan  to  the contrary, in the case of a "change of control of
   the Company" as defined herein, any compensation deferred under the
   Plan shall be distributed immediately upon the Company's receipt of
   a written request  delivered  by  a Director or any other person or
   entity  claiming on behalf of a Director  and  no  later  than  the
   effective date of a transaction described in (a), (b) or (c) below.
   For purposes  of  the  Plan,  a  "change in control of the Company"
   shall occur if:

                     (a)  The  Company  shall  not  be  the  surviving
            entity   in   any   merger,    consolidation    or   other
            reorganization  (or  survives only as a subsidiary  of  an
            entity other than a previously  wholly-owned subsidiary of
            the Company),

                     (b)  The Company sells,  leases  or exchanges all
            or substantially all of its assets to any other  person or
            entity  (other  than  a  wholly-owned  subsidiary  of  the
            Company),

                     (c)  The Company is dissolved or liquidated,

                     (d)  any person or entity, including a "group" as
            contemplated   by   Section  13(d)(3)  of  the  Securities
            Exchange Act of 1934,  other than an employee benefit plan
            of  the  Company or a related  trust,  acquires  or  gains
            ownership or control (including, without limitation, power
            to vote) of more than 30% of the outstanding shares of the
            Common Stock, or

                     (e)  as  a  result  of  or  in  connection with a
            contested  election  of  directors, the persons  who  were
            directors of the Company before  such election shall cease
            to constitute a majority of the Board  of Directors of the
            Company.

                               ARTICLE XI

                       REQUESTS FOR DISTRIBUTION

            11.1     Requests  Under  the  Plan.  A Director,  or  any
   other  person  or  entity claiming on behalf  of  a  Director,  may
   present a written request  to  the  Committee or its Representative
   for distribution of any amounts due or  alleged to be due under the
   Plan.  Within thirty (30) days following  receipt  of  the request,
   the Committee shall advise the Director or other person  or  entity
   in writing of the amounts payable and the method of distribution of
   such amounts.

            11.2     Review   of   Requests.    If   a   request   for
   distribution  under  the  Plan is not approved, the Committee shall
   set forth in writing in a manner calculated to be understood by the
   Director or other person or  entity:  (i)  the  specific  reason or
   reasons  for  the  action  taken;  (ii)  specific  reference to the
   pertinent provisions of the Plan upon which the action  was  taken;
   (iii)  a  description  of  any  additional  material or information
   necessary to have a request approved and an explanation of why such
   material or information is necessary; and (iv)  an  explanation  of
   the  Committee's  review procedure.  The Committee shall afford the
   Director or other person  or  entity a reasonable opportunity for a
   full  and  fair review by the Committee  of  its  action  taken  if
   requested to  do  so  within  thirty (30) days after receipt of the
   written statement of the Committee's action.

                              ARTICLE XII

                             MISCELLANEOUS

            12.1     Effective Date.   This  Plan  shall  be effective
   upon  adoption  by  the Board of Directors  and shall continue  for
   succeeding fiscal years of the Company unless amended or terminated
   by the Board of Directors.

            12.2     Effect    of   Plan.    The   establishment   and
   continuance  of the Plan by the  Company  shall  not  constitute  a
   contract of service between the Company and any Director, and shall
   not  be deemed  to  be  consideration  for,  inducement  to,  or  a
   condition   of   service  of  any  person.   The  deferral  of  any
   Compensation payments  pursuant to the provisions of the Plan shall
   not  limit the rights of  the  shareholders  or  Directors  of  the
   Company  to  remove  a  Director  as  permitted  by the Articles of
   Incorporation,  By-Laws  or  applicable  laws.  No trust  or  other
   fiduciary relationships shall be created or  deemed  to  arise from
   any deferrals under the Plan.

            12.3     Prohibition Against Assignment.  The right of any
   Director  (or his designated beneficiary to receive any payment  or
   installment  under  the  Plan shall not be subject in any manner to
   attachment or other legal  process  or proceedings for discharge of
   the debts of the Director or beneficiary,  and  any such payment or
   installment shall not be subject to anticipation, alienation, sale,
   transfer, assignment, pledge, mortgage or encumbrance.

            12.4     Amendment and Termination.  (i) The Board intends
   to continue the Plan indefinitely but reserves the  right to modify
   the Plan from time to time, or to repeal the Plan entirely,  or  to
   direct  the  permanent  discontinuance  or  temporary suspension of
   payments  under  the  Plan;  provided  that  no such  modification,
   repeal,  discontinuance  or  suspension shall affect  or  otherwise
   deprive the Directors of any payments to which they may be entitled
   under  the  Plan at the time thereof;  and  (ii)  No  amendment  or
   termination  of  this  Plan  shall,  without  the  consent  of  the
   participants under the Plan  or beneficiaries thereunder reduce the
   amount of deferred Compensation owed such person under the Plan.

            12.5     Governing Law.  Except to the extent preempted or
   superseded by the federal laws of the United States of America, the
   laws of the State of Louisiana will govern the Plan.

            12.6     Notices.    All   notices,  reports,  statements,
   distributions or payments given, made,  delivered or transmitted to
   a Director or his designated beneficiary shall be deemed to be duly
   given, made, delivered or transmitted when  mailed,  by first class
   mail, postage prepaid, addressed to the Director or beneficiary  at
   the  address  appearing  on  the  books  of the Committee.  Written
   directions, notices, and other communications  to  the Company, the
   Committee or its Representatives, shall be deemed to be duly given,
   made   or   delivered  when  received  by  the  Committee  or   its
   Representative  at  such  location  as  may  from  time  to time be
   specified.

            12.7     Gender and Number.  Whenever appropriate  in  the
   Plan,  the  masculine  gender  shall  be  construed  to include the
   feminine, and the feminine gender shall be construed to include the
   masculine.   Words  used  in  the  singular  shall be construed  to
   include the plural, and the plural to include the singular.



                                                             EXHIBIT A

           CAMPO ELECTRONICS, APPLIANCES AND COMPUTERS, INC.
            DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS
                       INITIAL DEFERRAL ELECTION

            WHEREAS, Campo Electronics, Appliances and Computers, Inc.
   (hereinafter  the  "Company")  has  established a  formal  deferred
   compensation plan (hereinafter the "Plan") for members of its Board
   of Directors who are not full-time employees of the Company;

            WHEREAS, the Plan provides for  the deferral of any annual
   retainer fee, Board meeting attendance fees,  and Committee meeting
   attendance fees (hereafter "Compensation") until  the  later of one
   year  from  the  date  of  adoption  of  the  Plan by the Board  of
   Directors   or  the  effective  date  of  the  bankruptcy   court's
   confirmation  of the Company's plan of reorganization (the "Initial
   Deferral Period"); and

            WHEREAS, the Plan permits participants to elect to further
   defer Compensation  earned during the Initial Deferral Period until
   attainment of age 65 or termination of Board service.

            NOW, THEREFORE, I, ______________ _____________,

                     *    do  elect  to defer Compensation that I earn
                          with  respect   to  Board  services  for  an
                          additional  period   following  the  Initial
                          Deferral  Period,  which  additional  period
                          shall end upon the earlier  of my attainment
                          of age 65 or upon termination  of my service
                          on the Board;

                     *    do  not elect to defer Compensation  that  I
                          earn  with  respect  to Board services for a
                          period beyond the Initial Deferral Period;

            1.       Under this election and pursuant  to Article V of
   the Plan, I direct the Company to:

                     *    allocate deferred Compensation  in  the form
                          of   hypothetical  units  of  the  Company's
                          common stock (the "Stock Units"); or

                     *    create  a  reserve  (the "Reserve") to which
                          the  Company  shall credit  my  Compensation
                          payments.

            2.       If I shall have deferred  Compensation  under the
   Plan  and  I  shall  die before terminating Board service with  the
   Company, I shall be deemed  to  have  elected to receive payment of
   such Compensation in a lump-sum distribution.

            3.       This election is irrevocable.

            4.       All other terms of this  Deferral  Election shall
   be  governed  by  the  Campo Electronics, Appliances and Computers,
   Inc. Deferred Compensation  Plan  for  Outside  Directors,  and any
   amendments  thereto,  which  is  in  effect  at  the  time  of this
   election.   All  of  the  terms  and  conditions  of  such Plan are
   incorporated by reference thereto.

            5.       I acknowledge by my signature below,  that I have
   read  and  understand  the  terms  of the Plan.  I acknowledge  and
   confirm that my right to be paid deferred Compensation payments and
   accruals is no greater than the right  of any unsecured creditor of
   the  Company and that all deferred compensation  shall  be  payable
   only as provided in the Plan.

            IN  WITNESS WHEREOF, I affix my signature to this election
   on _____________ ____, 199__.

                                            
                                            (Signature of Participant)


   Receipt Acknowledged:            Campo  Electronics, Appliances and
                                    Computers, Inc.

                                    By:

                                    Date:

   

                                                             EXHIBIT B

           CAMPO ELECTRONICS, APPLIANCES AND COMPUTERS, INC.
            DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS
                        ANNUAL DEFERRAL ELECTION

                  WHEREAS,   Campo   Electronics,    Appliances    and
   Computers,  Inc.  (hereinafter  the  "Company")  has  established a
   formal  deferred  compensation  plan  (hereinafter the "Plan")  for
   members of its Board of Directors who are  not  full-time employees
   of the Company; and

                  WHEREAS, the Plan permits participants  to  elect to
   defer  any annual retainer fee, Board meeting attendance fees,  and
   Committee  Meeting  attendance  fees  (hereafter "Compensation") in
   accordance with the terms of the Plan:

                  NOW, THEREFORE, I, ______________  _____________, do
   elect to defer Compensation I earn with respect to Board services I
   shall  perform  for the Company during the Calendar Year  beginning
   January  1, 199__  subject  to  the  following  understandings  and
   restrictions.

                  1.    Under  this  election  and pursuant to Section
   4.2 of the Plan, I direct the Company to:

                        *           allocate Compensation units in the
                                    form of hypothetical  units of the
                                    Company's common stock (the "Stock
                                    Units"); or

                        *           create  a  reserve (the "Reserve")
                                    to which the  Company shall credit
                                    Compensation payments which I have
                                    elected to defer.

                  2.    If I shall have elected to  defer Compensation
   under  the  Plan and I shall die before terminating  Board  service
   with the Company,  I  shall  be  deemed  to have elected to receive
   payment of such Compensation in a lump-sum distribution.

                  3.    This election is irrevocable.

                  4.    All  other  terms  of this  Deferral  Election
   shall  be  governed  by  the  Campo  Electronics,   Appliances  and
   Computers,  Inc. Deferred Compensation Plan for Outside  Directors,
   and any amendments  thereto, which is in effect at the time of this
   election.   All of the  terms  and  conditions  of  such  Plan  are
   incorporated by reference thereto.

                  5.    I  acknowledge  by  my signature below, that I
   have read and understand the terms of the  Plan.  I acknowledge and
   confirm that my right to be paid deferred Compensation payments and
   accruals is no greater than the right of any  unsecured creditor of
   the  Company and that all deferred compensation  shall  be  payable
   only as provided in the Plan.

                  IN  WITNESS  WHEREOF,  I  affix my signature to this
   election on _____________ ____, 199__.


                                            (Signature of Participant)


   Receipt Acknowledged:            Campo  Electronics, Appliances and
                                    Computers, Inc.

                                    By:

                                    Date:

   

                                                             EXHIBIT C

           CAMPO ELECTRONICS, APPLIANCES AND COMPUTERS, INC.
            DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS
                       DESIGNATION OF BENEFICIARY


                  1.                I am a participant in the Deferred
   Compensation  Plan for Directors of Campo  Electronics,  Appliances
   and Computers,  Inc.  (the  "Plan")  and  I  hereby  designate  the
   following as my beneficiary under the Plan:

                      Name (age if under 18)
   Relationship

   Primary:

   Secondary:


                  2.    This designation shall be subject to the terms
   of,  and  any  amounts  which  become  payable  hereunder  shall be
   governed by, the Plan as from time to time in effect.




                                            (Signature of Participant)

   Date:

   Receipt Acknowledged:            Campo  Electronics, Appliances and
                                    Computers, Inc.

                                    By:

                                    Date: