EXHIBIT 10.3
                             EMPLOYMENT AGREEMENT

              This  Agreement  is  dated as of the 21st day of March,
         1997, between Campo Electronics,  Appliances  and Computers,
         Inc.  (the  "Company")  and  Charles  S.  Gibson,  Jr.  (the
         "Employee").

              1.  Employment/Capacity.   The  Company  agrees to  and
         does hereby employ the Employee, and the Employee  agrees to
         and  does  hereby remain in the employ of the Company,  upon
         the terms and  conditions set forth in this Agreement.  Such
         employment shall  be  in  the  capacity  of Vice President -
         Logistics  & Operations, subject to the supervision  of  the
         Company's Board  of  Directors  and Chief Executive Officer.
         Such employment shall commence on the date of this Agreement
         (the "Effective Date") and shall  continue  until the second
         anniversary  of  the  date  of this Agreement unless  sooner
         terminated as provided in this  Agreement.   As used in this
         Agreement,  the  phrase  "term of this Agreement"  shall  be
         deemed to include the period  subsequent  to  the  Effective
         Date  through  the  earlier  of  termination  of  Employee's
         employment with the Company or the second anniversary of the
         date  of this Agreement; however, such phrase shall  not  be
         construed  as limiting the enforceability by either party of
         any rights provided for in this Agreement.

              2.  Time  and Effort/Absences.  During the term of this
         Agreement, the Employee  shall  devote  his  entire time and
         attention  during  normal  business  hours to the  Company's
         business,  and  he  shall not engage in any  other  business
         activity whether or not  for gain, profit or other pecuniary
         advantage, but nothing shall  be  construed  to restrict him
         (i)  from  performing services as a member of the  Board  of
         Directors, Board  of  Trustees or the like of any non-profit
         or for-profit entity whether or not he receives compensation
         therefor, provided that  such  services  do not unreasonably
         interfere  with  his  ability  to perform the  services  and
         discharge   his   responsibilities  hereunder,   (ii)   from
         investing his assets  in  such  form  or  manner as will not
         require  any  services on his part in the operation  of  the
         business of the  entity  in  which  such investment is made,
         and/or (iii) from serving in various  capacities  with,  and
         attending  meetings  of,  industry  groups  and associations
         relevant to the Company's business.

              3.  Corporate Offices.  If elected, the  Employee  will
         serve, without additional compensation, as a director of the
         Company  and/or  as  an  officer  and director (or in either
         capacity)  of any subsidiary of the  Company.   The  Company
         agrees during Employee's employment hereunder to:

                  (i)  maintain, if available at a cost acceptable to
              the Board  of Directors in its discretion, director and
              officer  liability   insurance   for  the  Employee  in
              connection with his serving in all  such  capacities in
              an amount and on such terms as are currently  in effect
              for  officers  and  directors  of  the  Company  or, if
              reduced,  as are reasonably satisfactory to the Employ-
              ee; and

                  (ii) use  its  reasonable  best efforts to maintain
              the    director    and    officer    exculpation    and
              indemnification  provisions currently provided  in  its
              Articles of Incorporation and By-laws and, if Louisiana
              law at any time permits  more protection than currently
              provided, use its best efforts  to  add such additional
              protection.

              4.  Salary/Bonus/Other Benefits.  In  consideration  of
         the  services and duties to be rendered and performed by the
         Employee  during  the  term  of  this Agreement, the Company
         agrees that it will, during the term  of this Agreement, pay
         and provide for the Employee the compensation  and  benefits
         described  below  and  described elsewhere in this Agreement
         and the Appendices hereto:

                  a.   Salary.  A  salary, payable in equal bi-weekly
         installments, at the annualized  rate provided in Appendix A
         hereto, or in such greater amount  as  may from time to time
         be  fixed by the Board of Directors of the  Company  or  any
         duly  authorized  committee  thereof.  The Employee's salary
         rate shall not be reduced without his written consent.

                  b.   Bonus.  A bonus  or  bonuses in such amount as
         described  and  as  may  from  time  to  time  be  fixed  in
         accordance with Appendix A hereto.

                  c.   Other  Benefits.   The  other payments  and/or
         benefits described in Appendix B hereto.

                  d.   Withholding.  All such payments  shall  be net
         of  applicable  withholding  for  taxes  and  other required
         amounts ("Withholding").

              5.  Expenses.   The  Employee  shall be reimbursed  for
         out-of-pocket expenses incurred from  time to time on behalf
         of the Company or any subsidiary in the  performance  of his
         duties  under  this Agreement, upon the presentation of such
         supporting  documents   and   forms  as  the  Company  shall
         reasonably request.

              6.  Disability. If the Employee  becomes Disabled (such
         term  is  used as defined in Section 1.5  of  the  Company's
         Severance Pay  Plan and Summary Plan Description) during the
         term of this Agreement the Company shall have the continuing
         right and option  while  such disability continues by notice
         in  writing  to the Employee  to  terminate  this  Agreement
         effective thirty  days after such notice is so given, unless
         within  such  thirty   day  period  he  becomes  capable  of
         rendering full time services  of  the character contemplated
         hereby  and  he  resumes  such services.   If  the  Employee
         becomes  Disabled,  as  aforesaid,   the  Company  shall  be
         obligated  to  provide  to  him  the  amounts  and  benefits
         described in Appendix C hereto (less Withholding) in lieu of
         all other amounts and benefits provided by this Agreement.

              7.  Death. If Employee dies during  the  term  of  this
         Agreement,  this  Agreement  will  terminate and the Company
         shall be obligated to provide his personal representative(s)
         and/or his beneficiaries with the amounts and death benefits
         described in Appendix C hereto (less Withholding) in lieu of
         all other amounts and benefits provided by this Agreement.

              8.  Severance or Termination Pay  and Benefits.  If the
         employment of the Employee is terminated  at any time during
         the  term of this Agreement (i) by him for Good  Reason  (as
         defined  in  Paragraph  9 hereof) or (ii) by the Company for
         any reason other than for  Cause (as hereafter defined), the
         Company shall be obligated to  pay  to him the severance pay
         and   benefits   described  in  Appendix  D   hereto   (less
         Withholding) in lieu  of  all  other  amounts  and  benefits
         provided  by  this Agreement.  If the employment of Employee
         is terminated at  any time during the term of this Agreement
         (i) by him without  Good  Reason  or (ii) by the Company for
         Cause, the Company shall be obligated  to  pay  the Employee
         the  termination and other benefits described in Appendix  E
         hereto  (less  Withholding) in lieu of all other amounts and
         benefits provided  by  this  Agreement.   Termination of the
         Employee's employment on account of his Disability  or death
         will  not require the Company to pay and provide any amounts
         and benefits pursuant to Appendix D or E, but instead to pay
         and provide  the  amounts and benefits described in Appendix
         C.

              As used herein,  the term "Cause" means (i) the willful
         and  continuing  failure   by   the   Employee   to  perform
         substantially the services contemplated (other than any such
         failure  resulting  from his Disability) within a reasonable
         period  of  time after  a  written  demand  for  substantial
         performance is  delivered to him by a duly authorized member
         or representative of the Company's Board of Directors  which
         specifically identifies  the  manner  in which it is alleged
         that he has not substantially performed  such  services,  or
         (ii)  the  willful  engaging by him in misconduct materially
         injurious to the Company.

              9.  Termination by the Employee for Good Reason.

                  a.   The  termination   by   the  Employee  of  his
         employment  for  "Good  Reason"  during  the  term  of  this
         Agreement shall be deemed a justifiable termination  of  his
         employment  and  shall  excuse  him  from  the obligation to
         render  services  under  or relating to this Agreement.   In
         that event the Company shall  be  obligated  to  pay  to the
         Employee  the  amounts and benefits described in Appendix  D
         hereto in lieu of all others provided by this Agreement.  As
         used herein, the term "Good Reason" means:

                       1.  the  occurrence  of  any of the following:
         (i)  a  change  by  the  Company  in  his status,  title  or
         position(s)  as  an officer of the Company  which  does  not
         represent a promotion  from  or  enhancement  of his status,
         title and position, or (ii) the assignment of any  duties or
         responsibilities  which  are  inconsistent with such status,
         title or position, or (iii) any removal of the Employee from
         or any failure to reappoint or  reelect  him to his position
         except in connection with a justifiable termination  by  the
         Company  of  his  employment  for  Cause  or  on  account of
         Disability  or  death or the termination by the Employee  of
         his employment other  than for Good Reason, provided in each
         such case described in  clauses  (i), (ii) or (iii) that the
         same continues for 10 days after written  notice  thereof by
         the   Employee   to   the  Company  specifying  the  alleged
         occurrence; or

                       2.  a  reduction  in  his  salary  rate  or  a
         failure by the Company  to  pay to the Employee when due any
         installment of salary and/or  any bonus required pursuant to
         Appendix A or to pay when due any  other amounts owing under
         or  relating to this Agreement, or to  perform  any  of  the
         Company's  material  obligations under this Agreement, which
         reduction or failure in any such case continues for a period
         of ten days after written  notice thereof is given by him to
         the Company; or

                       3.  the Company's  requiring  him  to be based
         anywhere  other  than  within  a  75-mile radius of the  New
         Orleans, Louisiana area except for  required  travel  in the
         ordinary course of the Company's business.

              b.  The   filing  by  or  against  the  Company  of  an
         application seeking  protection under the federal bankruptcy
         laws, or the granting  of  such  application,  shall  not of
         itself  constitute  Good  Reason,  but  the  failure  of the
         Company  to  satisfy  Paragraph  27  shall  constitute  Good
         Reason.

              c.  Employee's  right  to  terminate his employment for
         Good Reason during the term of this Agreement shall continue
         in  effect until the Company notifies  Employee  in  writing
         that  Good  Reason  exists  specifying  the provision of the
         Agreement giving rise to the right to terminate and Employee
         fails  to  exercise  such  right  within 60 days  of  actual
         receipt of such notice.  Any such failure  to exercise shall
         not prevent Employee from exercising the right  to terminate
         for   Good   Reason  with  respect  to  any  new  occurrence
         constituting Good  Reason  that  follows such failure and is
         not a continuation of a prior such occurrence.

              10. Notice  of Termination.  Any  purported  notice  of
         termination by the Company or the Employee of the Employee's
         employment shall be  communicated  in a writing delivered to
         the  other  party  as  provided  in  Paragraph   18   hereof
         (hereinafter a "Notice of Termination").  Any such Notice of
         Termination that purports to terminate Employee's employment
         for  Cause  or for Good Reason shall specify the termination
         provision relied  upon  by  the party giving such notice and
         shall  set  forth  in detail such  facts  and  circumstances
         claimed to provide a  justified  basis for termination under
         the provision(s) so indicated.

              11. Trade Secrets, Etc.  Upon  the  termination  of his
         employment,  the Employee agrees forthwith to deliver up  to
         the Company, and,  during the term of this Agreement and for
         15 years thereafter,  not  to  disclose to any person, firm,
         corporation,  association or other  entity  other  than  the
         Company  (a  "Third  Person")  for  any  reason  or  purpose
         whatsoever other  than  as  authorized  by the Company or as
         required  by law or as necessary to the performance  of  his
         duties  to  the   Company,  any  confidential  data  in  his
         possession, whether  produced  by  the  Company  or  by him,
         relating  to the Company's business or any past, current  or
         prospective activity of the Company.

              12. Customer   List.    The   Employee  recognizes  and
         acknowledges  that  any written list(s)  of  the  customers,
         suppliers and/or vendors  of  the  Company, its subsidiaries
         and  affiliates, is a valuable, special  and  unique  asset.
         The Employee agrees that he will not during the term of this
         Agreement  or  within  15  years thereafter, use for his own
         personal benefit or disclose  any  such  written list or any
         part thereof, to any Third Person for any  reason or purpose
         whatsoever.

              13. [Omitted]

              14. Injunctive  Relief.  In the event of  a  breach  or
         threatened  breach by the  Employee  of  the  provisions  of
         Paragraph 11  or  12  of  this Agreement during or after the
         term of this Agreement, the  Company shall be entitled to an
         injunction restraining the Employee  from  violation of such
         paragraph.  Nothing herein shall be construed as prohibiting
         the Company from pursuing any other remedy it  may  have  in
         the event of breach of this Agreement by the Employee.

              15. Certain Proprietary Rights.  The Employee agrees to
         and  hereby  does assign to the Company all his right, title
         and interest in  and to all inventions, business plans, work
         models or procedures,  whether  or not patentable, which are
         made or conceived solely or jointly by him:

                  a.   At any time during  the term of his employment
         by the Company and during the course  of  or  in  connection
         with his duties during the term of this Agreement, or

                  b.   With  the  use  of  time  or materials of  the
         Company.  The Employee agrees to communicate  to the Company
         or  its  representatives  all  facts known to him concerning
         such matters, to sign all rightful papers, make all rightful
         oaths  and  generally,  at  the  Company's   expense  to  do
         everything  reasonably practicable (without expense  to  the
         Employee) to  aid  the  Company  in  obtaining and enforcing
         proper  legal  protection  for  all  such  matters   in  all
         countries  and  in  vesting  title  to  such  matters in the
         Company.  At the Company's request (during or after the term
         of  this Agreement) and expense, the Employee will  promptly
         execute  a  specific assignment of title to the Company, and
         perform any other acts reasonably necessary to implement the
         foregoing assignment.

              16. Binding  Effect.   This  Agreement shall be binding
         upon and inure to the benefit of:

                  a.   The Company, and any  successors or assigns of
         the Company, whether by way of a merger or consolidation, or
         by way of the Company selling all or  substantially  all  of
         the  assets of the Company, to a successor entity, or other-
         wise; however, in the event of the assignment by the Company
         of this  Agreement,  the  Company  shall nevertheless remain
         liable and obligated to the Employee  in accordance with the
         terms hereof; and

                  b.   The  Employee,  his  estate,   his  executors,
         administrators, heirs and beneficiaries, none  of whom shall
         be  permitted  to  assign  this  Agreement or any rights  or
         obligations hereunder.

              17. Expenses Relating to Enforcement  of  Rights.   The
         Company  agrees  to  pay  as  incurred,  to  the full extent
         permitted by law, all reasonable time-based legal  fees  and
         expenses which the Employee may reasonably incur as a result
         of  any  contest  (regardless of the outcome thereof) by the
         Company,  the  Employee   or   others  of  the  validity  or
         enforceability of, or liability  under, any provision hereof
         (including as a result of any contest  by the Employee about
         the  amount  of  any  payment  pursuant to this  Agreement),
         provided  that  if it is determined  by  a  court  that  the
         position of Employee  in any such contest is unreasonable or
         frivolous, he shall be required to reimburse the Company for
         his legal fees and expenses so paid by the Company.

              18. Notices.   Any   notice   or   other  communication
         required under this Agreement shall be in  writing, shall be
         deemed  to  have been given and received when  delivered  in
         person, or, if  mailed,  shall  be deemed to have been given
         when  deposited  in  the United States  mail,  first  class,
         registered  or certified,  return  receipt  requested,  with
         proper postage  prepaid,  and  shall  be deemed to have been
         received on the third business day thereafter,  and shall be
         addressed as follows:

              If to the Company, addressed to:

                  Chief Executive Officer
                  Campo Electronics, Appliances and Computers, Inc.
                  109 Northpark Blvd., 5th Floor
                  Covington, LA 70433

              with a copy to:

                  Barbara Treuting Casteix, Esq.
                  Barrios Kingsdorf & Casteix
                  701 Poydras Street, Suite 3650
                  New Orleans, LA 70139

              If to the Employee, addressed to:

                  33 Laurel Oak
                  Covington, LA 70433

         or such other address as to which any party hereto  may have
         notified the other in writing.

              19. Governing Law.  This Agreement shall be governed by
         and interpreted in accordance with the laws of the State  of
         Louisiana.

              20. Entire   Agreement.    This   Agreement,  including
         Appendices A  through E,  inclusive, all of which are herein
         incorporated by reference and made a part  hereof,  and  the
         documents referred to herein, contain the entire understand-
         ing  between  the  Employee  and the Company relating to the
         employment of the Employee by the Company during the term of
         this Agreement.  No provision  of  this Agreement, including
         the  Appendices,  may be modified or amended  except  by  an
         instrument in writing signed by both parties.

              21. Severability.   If  any  term  or provision of this
         Agreement,  or  the  application thereof to  any  person  or
         circumstance, shall at  any time or to any extent be invalid
         or unenforceable, the remainder  of  this  Agreement, or the
         application  of  such  term  or  provision  to  persons   or
         circumstances  other  than  those  as  to  which  it is held
         invalid or unenforceable, shall not be affected thereby  and
         each term and provision of this Agreement shall be valid and
         enforced to the fullest extent permitted by law.

              22. Waiver of Breach.  The waiver by either party of  a
         breach  of any provision of this Agreement shall not operate
         or  be construed  as  a  waiver  of  any  subsequent  breach
         thereof.

              23. Remedies Not Exclusive.  No remedy specified herein
         shall  be  deemed  to  be such party's exclusive remedy, and
         accordingly, in addition  to  all of the rights and remedies
         provided for in this Agreement,  the  parties shall have all
         other  rights  and remedies provided to them  by  applicable
         law, rule or regulation.

              24. Beneficiaries.   Whenever  this  Agreement provides
         for  any payment to be made to the Employee's  estate,  such
         payment   may   be  made  instead  to  such  beneficiary  or
         beneficiaries as the Employee may have designated in writing
         and filed with the  Company.   The  Employee  shall have the
         right to revoke any such designation from time  to  time and
         to  redesignate  any beneficiary or beneficiaries by written
         notice to the Company.

              25. No Obligation  to  Mitigate  Damages.  The Employee
         shall not be required to mitigate damages  or  the amount of
         any  payment  provided  for under this Agreement by  seeking
         other employment or otherwise,  nor  shall the amount of any
         payment provided for under this Agreement  be reduced by any
         compensation   earned  by  the  Employee  as  a  result   of
         employment by another  employer or by retirement or by other
         benefits, either before  the date of this Agreement or after
         the date of termination of  his  employment with the Company
         under this Agreement.

              26. Counterparts.  This Agreement  may  be  executed in
         one  or more counterparts, each of which shall be deemed  to
         be an  original  but  all of which together shall constitute
         one and the same instrument.

              27. Bankruptcy Matters.   The  Company  shall  take all
         necessary  steps  reasonably available to it so that amounts
         payable hereunder shall  not  be subject to avoidance if the
         Company comes under the protection of the federal bankruptcy
         laws.

              28. Continuation.   Employee's   employment  under  the
         terms of this Agreement shall not be automatically continued
         beyond the termination of this Agreement  even if Employee's
         employment   by  the  Company  continues  thereafter.    Any
         continuation of  this  Agreement  shall  only  be by express
         written agreement of Employee and the Company.


                                CAMPO ELECTRONICS, APPLIANCES
                                   AND COMPUTERS, INC.


                                By:     /s/  REX O. CORLEY, JR.


                                        /s/  CHARLES S. GIBSON, JR.
                                     Charles S. Gibson, Jr.

                       

                                  APPENDIX A

                              SALARY AND BONUSES


              A.  Salary.   The  annualized  salary rate of  Employee
         during the first year of the term of  the Agreement shall be
         $150,000 and shall be $157,500 during the  second  year (the
         "Base Salary").

              B.  Stay  Bonus.  The Company shall pay to the Employee
         a one-time bonus  of  $150,000 (the "Stay Bonus"), in a lump
         sum payment made within  fifteen  days  after the Completion
         Date,  provided that the Employee is in the  Company's  full
         time employ on the Completion Date.  "Completion Date" means
         the earliest of the following dates: (i) the date on which a
         plan of reorganization for the Company is confirmed, whether
         by a court  in  a  reorganization  proceeding  or by private
         agreement  with  all  or  substantially all of the Company's
         material creditors (a "Reorganization  Plan"); (ii) the date
         on which there occurs a "Change of Control" (as such term is
         defined in the Company's Severance Pay Plan); (iii) the date
         on which there is entered an order adjudging  the  Company a
         bankrupt under Chapter 7 of the federal Bankruptcy Code  and
         such  order  is  either  a  final, nonappealable order or is
         entered at the Company's request  or  with  its  consent; or
         (iv)  the  second anniversary of the date of this Agreement.
         Employee shall  be  entitled to receive, at the same time as
         and in addition to the  Stay Bonus, all interest paid on the
         certificate of deposit described in paragraph E below.

              C.  Performance Bonus.   The  Company  shall pay to the
         Employee,  upon  execution  of  this  Agreement, a  one-time
         performance  bonus of $25,000 in consideration  of  services
         previously performed by Employee for the Company.

              D.  Incentive  Compensation.   The  Company's  Board of
         Directors  shall use its reasonable best efforts to develop,
         as soon as is  practicable,  and  in no event later than 120
         days after the date of the Agreement, an executive incentive
         compensation program in which Employee  shall be eligible to
         participate.    The   program   shall  be  developed   after
         consultation with an executive compensation  consultant, and
         Employee's  rewards  under  such program shall be  based  on
         goals  designed  to  return  the  Company  to  a  profitable
         position during the term of this Agreement or the Employee's
         continued employment with the Company following such term.

              E.  Security for Stay Bonus.   To secure payment of the
         Stay  Bonus,  the Company will, within  five  business  days
         after the date  of  this  Agreement,  grant  the  Employee a
         perfected   security   interest   in   an   interest-bearing
         certificate of deposit (or similar arrangement) issued by an
         institution  reasonably acceptable to the Employee,  in  the
         principal amount of the Stay Bonus.


                                  APPENDIX B

                                OTHER BENEFITS


              During the term of the Agreement:

              A.  Vacation.   The Employee shall be entitled to three
         weeks  of noncumulative  paid  vacation  time  per  year  of
         employment.

              B.  Medical  Benefits.   The Employee shall be entitled
         to participate in the medical benefit  plans provided by the
         Company  from  time  to  time  to  its  executive   officers
         generally.

              C.  Other Benefits.  The Employee shall be eligible  to
         participate  in  any  other  benefit program provided by the
         Company  from  time  to  time  to  its   executive  officers
         generally.


                                  APPENDIX C

                             DEATH OR DISABILITY


              In  the  event  of  a  termination  of  the  Employee's
         employment  during  the  term  of  the  Agreement  for   the
         Employee's  death  or  Disability,  the  Employee  shall  be
         entitled  to  payment  within not less than 30 days from the
         date of termination of (a)  his  salary  through the date of
         termination  to  the extent not already paid,  (b)  if  such
         termination  occurs  prior  to  the  Completion  Date,  that
         proportion of  the  Stay  Bonus  (but  not  to  exceed  100%
         thereof) as is equal to the number of days from the date  of
         this  Agreement  until  the  date  the Employee's employment
         terminated, divided by the number of  days  from the date of
         this Agreement through the Completion Date, if  such Date is
         then ascertainable by the Board of Directors with reasonable
         certainty, or 365 if such Date is not so ascertainable,  and
         (c) his Performance Bonus, to the extent not already paid.


                                  APPENDIX D

                                  SEVERANCE


              Severance  pay  and  benefits  to  be  provided  to the
         Employee  if  the Employee is terminated during the term  of
         the Agreement by  the  Company without Cause or the Employee
         terminates his employment  during  the term of the Agreement
         for Good Reason are as follows: (a) the Company shall pay to
         the Employee the amounts that would  be  due  (at  the times
         they  would  be due) had employment terminated by reason  of
         death or Disability  and,  in  addition,  an amount (payable
         within 30 days after termination of employment) equal to the
         additional salary and benefits Employee would  have received
         had  his  employment terminated at (i) the first anniversary
         of the Agreement,  or  (ii)  six  months  after  its  actual
         termination,  whichever  amount is greater, less any portion
         thereof that has previously been paid and less any severance
         benefits that are payable  to  Employee  under the Company's
         Severance Pay Plan with respect to any "change  of  control"
         that   occurs   prior   to  the  termination  of  Employee's
         employment; and (b) for a  period  ending  on the earlier of
         (i)  6  months  from  the date of termination of  Employee's
         employment  or  (ii) Employee's  obtaining  other  full-time
         permanent employment, the Company shall, at its sole expense
         as incurred, provide the Employee with outplacement services
         that are reasonable  in  scope  and  cost in relation to his
         position.  The following is an example  of  clause  (a):  if
         employment  terminates  prior  to  the  end of the first six
         months  of  the  term  of  this  Agreement and  Employee  is
         entitled to severance, clause (a)(i)  would  apply.   If  it
         terminates at any time after the end of the first six months
         of  the  term  of this Agreement and Employee is entitled to
         severance, clause (a)(ii) would apply.


                                  APPENDIX E

                                 TERMINATION


              If the employment of Employee is terminated at any time
         during the term  of  the  Agreement  (i) by Employee without
         Good Reason, or (ii) by the Company for  Cause,  the Company
         shall be obligated to  Employee only for payment within  not
         less than 30 days from the date of termination of his salary
         through   the   date  of  termination,  to  the  extent  not
         previously paid.


                          AMENDMENT TO EMPLOYMENT AGREEMENT

               This Amendment  to Employment Agreement (the "Amendment") is
          entered into this 24th  day  of  June,  1997 by and between Campo
          Electronics,  Appliances and Computers, Inc.(the  "Company")  and
          Charles S. Gibson, Jr. (the "Employee").

                                     WITNESSETH:

               WHEREAS, the  Employee  is presently employed by the Company
          in the capacity of Vice President  - Logistics & Operations, said
          employment being pursuant to an Employment  Agreement dated March
          21, 1997 (the "Agreement"); and

               WHEREAS,  the  Compensation  Committee  of  the   Board   of
          Directors  of  the  Company (the "Committee") recognizes that the
          Employee's contribution  to  the  Company,  in  terms of both the
          complexity of the Company's business that Employee has been asked
          to  handle and the enormous amount of time and attention  devoted
          by  Employee   after  normal  business  hours  to  the  Company's
          business,  has  been   substantially   in   excess  of  what  was
          anticipated at the time that the Agreement was executed; and

               WHEREAS, the Committee desires to provide  for the continued
          employment  of the Employee and to make certain modifications  to
          the Agreement,  and the Employee desires to continue to serve the
          Company upon the  terms and conditions of the Agreement as herein
          amended.

               NOW, THEREFORE,  in consideration of the premises and of the
          respective  representations   and   warranties   and  the  mutual
          covenants set forth in the Agreement, the parties  hereto  hereby
          agree to amend the Agreement as follows:

               1.   Paragraph 2 of the Agreement is amended to require  the
          Employee  to devote such time and attention after normal business
          hours to the  Company's  business as is reasonably necessary and,
          accordingly, Paragraph 2 of  the  Agreement  is hereby revised to
          read as follows:

                    2. Time and Effort/Absences. During  the term
                    of this Agreement, the Employee shall  devote
                    his  entire  time and attention during normal
                    business hours,  and thereafter as reasonably
                    necessary, to the  Company's business, and he
                    shall  not  engage  in   any  other  business
                    activity whether or not for  gain,  profit or
                    other pecuniary advantage, but nothing  shall
                    be   construed   to  restrict  him  (i)  from
                    performing services  as a member of the Board
                    of Directors, Board of  Trustees  or the like
                    of   any   non-profit  or  for-profit  entity
                    whether  or  not   he  receives  compensation
                    therefor, provided that  such services do not
                    unreasonably interfere with  his  ability  to
                    perform   the   services  and  discharge  his
                    responsibilities    hereunder,    (ii)   from
                    investing  his assets in such form or  manner
                    as will not  require any services on his part
                    in  the operation  of  the  business  of  the
                    entity  in  which  such  investment  is made,
                    and/or   (iii)   from   serving   in  various
                    capacities  with, and attending meetings  of,
                    industry groups  and associations relevant to
                    the Company's business.

               2.   The severance pay  and benefits described in Appendix D
          of  the  Agreement are revised to  provide  that  the  additional
          salary and  benefits  that  the Employee would have received  had
          his employment not terminated are payable at the times they would
          otherwise be due rather than  in  a  lump  sum  payment,  and are
          expanded  to include the payment of the Stay Bonus in a lump  sum
          payment payable  within  30 days after termination of employment.
          Accordingly, the existing language of Appendix D to the Agreement
          is  deleted  in  its  entirety  and  the  following  language  is
          substituted therefor:

                                      APPENDIX D

                                      SEVERANCE

                         Severance   pay   and   benefits  to  be
                    provided to the Employee if the  Employee  is
                    terminated  during  the term of the Agreement
                    by the Company without  Cause or the Employee
                    terminates his employment  during the term of
                    the Agreement for Good Reason are as follows:
                    (a)  the  Company shall pay to  the  Employee
                    (payable within  15 days after termination of
                    employment) his salary  and  benefits through
                    the  date of termination, to the  extent  not
                    already  paid;  (b)  the Company shall pay to
                    the  Employee  the  additional   salary   and
                    benefits   that   the   Employee  would  have
                    received (at the times they  would  have been
                    paid)  had  his employment terminated at  (i)
                    the first anniversary  of  the  Agreement, or
                    (ii) six months after its actual termination,
                    whichever amount is greater, less any portion
                    thereof  that  has previously been  paid  and
                    less any severance  benefits that are payable
                    to Employee under the Company's Severance Pay
                    Plan with respect to  any "change of control"
                    that  occurs  prior  to  the  termination  of
                    Employee's employment; (c)  the Company shall
                    pay  the Stay Bonus to the Employee  (payable
                    within   30   days   after   termination   of
                    employment);  and  (d) for a period ending on
                    the earlier of (i) six  months  from the date
                    of  termination  of Employee's employment  or
                    (ii)  Employee's  obtaining  other  full-time
                    permanent employment,  the  Company shall, at
                    its  sole  expense as incurred,  provide  the
                    Employee with  outplacement services that are
                    reasonable in scope  and  cost in relation to
                    his position. The following  is an example of
                    clause (b): if employment terminates prior to
                    the  first  six  months of the term  of  this
                    Agreement  and  Employee   is   entitled   to
                    severance,  clause  (b)(i) would apply. If it
                    terminates at any time  after  the end of the
                    first   six  months  of  the  term  of   this
                    Agreement   and   Employee   is  entitled  to
                    severance, clause (b)(ii) would apply.

               3.   Except as specifically amended  herein, all other terms
          and  conditions of the Agreement shall remain  unchanged  and  in
          full force and effect, and the Agreement, as amended herein shall
          constitute  the  entire  understanding  and  agreement  among the
          parties hereto.

               IN  WITNESS  WHEREOF, the parties hereto have executed  this
          Amendment as of the day and year first above written.

                                        CAMPO  ELECTRONICS,  APPLIANCES AND
                                        COMPUTERS, INC.

                                        By:  /s/  L. RONALD FORMAN
                                        Name:  L. Ronald Forman
                                        Title: Chairman, Management
                                               Committee & Member,
                                               Compensation Committee


                                        EMPLOYEE:

                                        /s/  CHARLES S. GIBSON, JR.
                                        CHARLES S. GIBSON, JR.