AMENDMENT NO. 1 TO THE
                   SECOND AMENDED AND RESTATED
        CAMPO ELECTRONICS, APPLIANCES AND COMPUTERS, INC.
                    1992 STOCK INCENTIVE PLAN


     WHEREAS,  the  Board of Directors of Campo Electronics, Appliances and
Computers, Inc. (the  "Company")  desires  to  amend the Second Amended and
Restated  Campo  Electronics,  Appliances and Computers,  Inc.  1992  Stock
Incentive Plan (the "Plan") to remove  restrictions  no  longer  applicable
under recent amendments to Rule 16b-3 under the Securities Exchange  Act of
1934  that  (a)  relate  to  the  elimination of a six-month holding period
applicable to stock options and restricted  stock;  (b)  permit transfer of
stock  options for estate planning purposes and (c) eliminate  restrictions
no longer applicable to the payment of withholding taxes in stock.

     NOW THEREFORE, the Plan is hereby amended as follows:

                                I.

     Section 6.3 is hereby amended to read in its entirety as follows:

          Section  6.3   Duration  and Time for Exercise.  The term of
     each option shall be determined  by  the  Committee.  Each option
     shall become exercisable at such time or times during its term as
     shall be determined by the Committee and as  provided  in Section
     8.10;  provided, however, that unless otherwise provided  in  the
     stock option agreement and unless the options are incentive stock
     options,  with  respect  to  which  other restrictions apply, all
     stock  options  shall  expire  (a) 12 months  from  the  date  of
     termination of employment as the  result  of death or disability,
     (b) six months and one day after termination  of  employment as a
     result of retirement and (c) immediately if employment terminates
     for  any  other reason, including resignation and termination  by
     the Company.  The Committee may in its discretion extend the term
     of  options   which   would  otherwise  expire  as  a  result  of
     resignation or termination  by  the  Company.   The Committee may
     also  impose  such terms and conditions to the exercise  of  each
     option   as  it  deems   advisable   and   may   accelerate   the
     exercisability  of any outstanding option at any time in its sole
     discretion.


                               II.

     Section 6.7 is hereby amended to read in its entirety as follows:

     6.7  Transferability   of   Options.   No  stock  option  granted
     hereunder  may be transferred,  pledged,  assigned  or  otherwise
     encumbered by the holder thereof except:

          (a)  by will;

          (b) by the laws of descent and distribution; or

          (c)  in  the  case  of  non-qualified  stock  options  only,
     pursuant to  a  domestic relations order, as defined in the Code,
     to family members,  to  a family partnership, to a family limited
     liability company, to a trust  for  the benefit of family members
     or to charitable institutions, if permitted  by the Committee and
     so provided in the option agreement or an amendment thereto.

     Any  attempted  assignment,  transfer,  pledge, hypothecation  or
     other  disposition  of a stock option or levy  of  attachment  or
     similar process upon  a  stock  option not specifically permitted
     herein, shall be null and void and without effect.


                               III.

     Section 7.2 is hereby amended to read in its entirety as follows:

          Section 7.2  Award and Delivery of Restricted Stock.  At the
     time an award of restricted stock  is  made,  the Committee shall
     establish  a period of time (the "Restricted Period")  applicable
     to such an award.   Each  award  of  restricted  stock may have a
     different  Restricted  Period.   The Committee may, in  its  sole
     discretion, prescribe conditions for  the  lapse  of restrictions
     upon  death,  disability,  retirement  or  other  termination  of
     employment  or for the lapse or termination of restrictions  upon
     the satisfaction of other conditions in addition to or other than
     the expiration  of  the  Restricted Period with respect to all or
     any portion of the shares  of  restricted  stock.   The Committee
     shall  have  the  power  to  accelerate  the  expiration  of  the
     Restricted  Period  with respect to all or any part of the shares
     awarded to a participant  and  the  expiration  of the Restricted
     Period  shall automatically occur under the conditions  described
     in Section 8.10 hereof.

                               IV.

     Section 8.7 shall be amended to read in its entirety as follows:

          Section 8.7   Withholding.  The Company shall have the right
     to withhold  from  any payments made under the Plan or to collect
     as a condition of payment,  any  taxes  required  by  law  to  be
     withheld.   At  any time that a participant is required to pay to
     the  Company  an  amount   required  to  be  withheld  under  the
     applicable income tax laws in  connection  with  the  issuance of
     shares  of  Common  Stock upon exercise of an option or upon  the
     lapse  of  restrictions   on  shares  of  restricted  stock,  the
     participant may, subject to the Committee's right of disapproval,
     satisfy this obligation in  whole  or  in  part  by electing (the
     "Election")  to  have the Company withhold from the  distribution
     shares  of Common Stock  having  a  value  equal  to  the  amount
     required  to be withheld.  The value of the shares to be withheld
     shall be based  on  the  Fair Market Value of the Common Stock on
     the  date  that  the  amount of  tax  to  be  withheld  shall  be
     determined (the "Tax Date").

          Each Election must  be  made  prior  to  the  Tax Date.  The
     Committee  may  disapprove  of  any  Election  or may suspend  or
     terminate the right to make Elections.  If a participant makes an
     election  under Section 83(b) of the Internal Revenue  Code  with
     respect to  shares  of  restricted  stock,  an  Election  is  not
     permitted to be made.


Adopted by the Board of Directors:  October 4, 1996