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                                                                   EXHIBIT 10.34


                          KENT ELECTRONICS CORPORATION
                              AMENDED AND RESTATED
                             1998 STOCK OPTION PLAN

                                   ARTICLE I

                                      Plan

     1.1 PURPOSE.  The Kent Electronics Corporation Amended and Restated 1998
Stock Option Plan is intended to provide a means whereby the Employees and Non-
Employee Directors of Kent Electronics Corporation, a Texas corporation, and its
Affiliates may develop a sense of proprietorship and personal involvement in the
development and financial success of the Company, and to encourage them to
remain with and devote their best efforts to the business of the Company,
thereby advancing the interests of the Company and its shareholders.
Accordingly, the Company may grant Options to certain Employees and Non-Employee
Directors in the form of Incentive Stock Options and Nonqualified Stock Options,
subject to the terms of the Plan.

     1.2 EFFECTIVE DATE OF PLAN.  The Plan is effective January 1, 1998, and
no Option shall be granted pursuant to the Plan after January 1, 2008.

                                  ARTICLE II

                                  Definitions

     The capitalized words and phrases defined in this Article shall have the
meaning set out in these definitions throughout the Plan, unless the context in
which any such word or phrase appears reasonably requires a broader, narrower or
different meaning.

     2.1 "AFFILIATE"  means any parent corporation and any subsidiary
corporation.  The term "parent corporation" means any corporation (other than
the Company) in an unbroken chain of corporations ending with the Company if, at
the time of the action or transaction, each of the corporations other than the
Company owns stock possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in the chain.  The term
"subsidiary corporation" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at the time of the
action or transaction, each of the corporations other than the last corporation
in the unbroken chain owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in the
chain.

     2.2 "ADMINISTRATOR" means (i) the Committee with respect to any Option
granted to any Employee or (ii) the Board with respect to any Option granted to
any Non-Employee Director.

     2.3 "BOARD OF DIRECTORS" or "BOARD" means the board of directors of the
Company.

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     2.4 "CHANGE OF CONTROL" means the happening of any of the following events:

        (i) the Company is merged into or consolidated with another corporation
     under circumstances where the Company is not the surviving corporation or
     the Stock is converted into other securities, cash or other property in
     connection with such merger or consolidation;

        (ii) the Company is recapitalized in such a manner that shares of Stock
     are converted into or exchanged for other securities of the Company;

        (iii)  the Company sells or otherwise disposes of substantially all its
     assets to another person, corporation or entity;

        (iv) over 30% of the then outstanding Stock is acquired by another
     corporation in exchange for stock (or stock and securities) of such
     corporation; or

        (v) over 30% of the then outstanding Stock is acquired in a single
     transaction or a series of related transactions.

     2.5  "CODE"  means the Internal Revenue Code of 1986, as amended.

     2.6  "COMMITTEE"  means the Stock Option Committee of the Board of
Directors or such other committee designated by the Board of Directors.

     2.7  "COMPANY"  means Kent Electronics Corporation, a Texas corporation.

     2.8  "EMPLOYEE"  means any employee employed by the Company or any
Affiliate.

     2.9 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

     2.10  "FAIR MARKET VALUE"  means, on a particular date or on the most
recent prior date on which Stock was traded, the reported closing price per
share of the Stock of the Company as reported by the New York Stock Exchange,
Inc. or other principal exchange or market on which the Stock is traded; in the
event the Stock of the Company is not publicly traded at the time a
determination of its value is required to be made hereunder, the determination
of its Fair Market Value shall be made by the Committee in such manner as it
deems appropriate.

      2.11  "INCENTIVE OPTION"  means an option granted under the Plan which is
designated as an "Incentive Option" and satisfies the requirements of Section
422 of the Code.

      2.11  "NON-EMPLOYEE DIRECTOR" means any director of the Company who is not
an Employee.

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     2.12   "NONQUALIFIED OPTION"  means an option granted under the Plan other
than an Incentive Option.

     2.13   "OPTION"  means an Incentive Option or a Nonqualified Option granted
under the Plan to purchase shares of Stock.

     2.14    "OPTION AGREEMENT" means the written agreement provided for in
connection with an Option setting forth the terms and conditions of the Option.
Such Agreement may contain any other provisions that the Committee, in its sole
discretion, shall deem advisable which are not inconsistent with the terms of
the Plan.

     2.15  "OPTIONEE" means any Employee or Non-Employee Director who is granted
an Option under the Plan.

     2.16   "PLAN"  means the Kent Electronics Corporation Amended and Restated
1998 Stock Option Plan, as set out in this document and as it may be amended
from time to time.

     2.17    "SECTION 16 REPORTING PERSON" means any person subject to the
reporting requirements under Section 16 of the Exchange Act.

     2.18   "STOCK"  means the voting common stock of the Company, without par
value, or in the event that the outstanding shares of voting common stock are
later changed into or exchanged for a different class of stock or securities of
the Company or another corporation, that other stock or security.

     2.19   "10% SHAREHOLDER"  means an individual who, at the time the Option
is granted, owns stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company or of any Affiliate.  An individual
shall be considered as owning the stock owned, directly or indirectly, by or for
his brothers and sisters (whether by whole or half blood), spouse, ancestors,
and lineal descendants; and stock owned, directly or indirectly, by or for a
corporation, partnership, estate, or trust, shall be considered as being owned
proportionately by or for its shareholders, partners or beneficiaries.

                                  ARTICLE III

                                  Eligibility

     All Employees shall be eligible to receive Options as determined by the
Committee from time to time, and all Non-Employee Directors shall be eligible to
receive Options as determined by the Board from time to time; provided, however,
that at least a majority of the shares of Stock underlying Options granted under
the Plan, during both the three-year period commencing on the date the Plan is
adopted and the term of the Plan, shall be granted to Employees who are not
Section 16 Reporting Persons.

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                                  ARTICLE IV

                     General Provisions Relating to Options

     4.1  AUTHORITY TO GRANT OPTIONS.  The Committee may grant Options to those
Employees as it shall determine from time to time under the terms and conditions
of the Plan, and the Board may grant Options to those Non-Employee Directors as
it shall determine from time to time under the terms and conditions of the Plan.
Subject only to any applicable limitations set out in the Plan, (i) the amount
of any Option and the number of shares of Stock to be covered by any Option to
be granted to an Employee shall be as determined by the Committee and (ii) the
amount of any Option and the number of shares of Stock to be covered by any
Option to be granted to a Non-Employee director shall be as determined by the
Board.  Each Option shall be evidenced by an Option Agreement which shall set
forth the terms and conditions of the Option.  An Optionee who has received an
Option in any year may receive an additional Option or Options in the same year
or in subsequent years.

     4.2  DEDICATED SHARES.  The total number of shares of Stock with respect
to which Options may be granted under the Plan shall be 750,000 shares.  The
shares of Stock may be treasury shares or authorized but unissued shares.  The
numbers of shares of Stock stated in this Section 4.2 shall be subject to
adjustment in accordance with the provisions of Section 4.5.

     In the event that any Option shall expire or terminate for any reason or
any Option is surrendered, the shares of Stock allocable to that Option may
again be subject to an Option under the Plan.

     4.3  NON-TRANSFERABILITY.  Except as set forth below, the Options granted
hereunder shall not be transferable by the Optionee otherwise than by will or
operation of the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined in the Code or Title I of the Employee
Retirement Income Security Act of 1974, as amended, or the rules thereunder.
The Administrator may grant Options that are transferable, without payment of
consideration, to immediate family members of the Optionee or to trusts or
partnerships for such family members; the Administrator may also amend
outstanding Options to provide for such transferability.

     4.4  REQUIREMENTS OF LAW.  The Company shall not be required to sell or
issue any Stock under any Option if issuing that Stock would constitute or
result in a violation by the Optionee or the Company of any provision of any
law, statute, or regulation of any governmental authority.  Specifically, in
connection with any applicable statute or regulation relating to the
registration of securities, the Company shall not be required to issue any Stock
unless the Administrator has received evidence satisfactory to it to the effect
that the holder of that Option will not transfer the Stock except in accordance
with applicable law, including receipt of an opinion of counsel satisfactory to
the Company to the effect that any proposed transfer complies with applicable
law.  The determination by the Administrator on this matter shall be final,
binding and conclusive.  The Company may, but shall in no event be obligated to,
register any Stock covered by the Plan

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pursuant to applicable securities laws of any country or any political
subdivision. In the event the Stock issuable pursuant to an Option is not
registered, the Company may imprint on the certificate evidencing the Stock any
legend that counsel for the Company considers necessary or advisable to comply
with applicable law. The Company shall not be obligated to take any other
affirmative action in order to cause the exercise of, or the issuance of shares
under, an Option to comply with any law or regulation of any governmental
authority.

     4.5  CHANGES IN THE COMPANY'S CAPITAL STRUCTURE.  The existence of the
Plan and the Options granted hereunder shall not affect or authorize any
adjustment, recapitalization, reorganization or other change in the Company's
capital structure or its business, any merger or consolidation of the Company,
any issue of bonds, debentures, preferred or prior preference stocks ahead of or
affecting the Stock or the rights thereof, the dissolution or liquidation of the
Company, or any sale or transfer of all or any part of its assets or business,
or any other corporate act or proceeding, whether of similar character or
otherwise.

     In the event of any change in the outstanding shares of Stock of the
Company by reason of any stock split, stock dividend, split-up, split-off, spin-
off, recapitalization, merger, consolidation, liquidation, rights offering,
share offering, reorganization, combination or exchange of shares, a sale by the
Company of all or part of its assets, any distribution to shareholders other
than a normal cash dividend, or other extraordinary or unusual event, if the
Administrator shall determine, in its discretion, that such change equitably
requires an adjustment in the terms of any Option or the number of shares of
Stock available for Options, such adjustment may be made by the Administrator
and shall be final, conclusive and binding for all purposes of the Plan.

     4.6  TERMINATION OF EMPLOYMENT.  Except as specifically provided herein,
the Administrator shall set forth in the Option Agreement the status of any
Option or shares of Stock underlying any Option upon the termination of the
Employee's employment for any reason.

     4.7  ELECTION UNDER SECTION 83(b) OF THE CODE.  No Optionee shall exercise
the election permitted under Section 83(b) of the Code without written approval
of the Administrator.  Any Optionee doing so shall forfeit all Options issued to
the Optionee under the Plan.

                                   ARTICLE V

                                    Options

     5.1  TYPE OF OPTION.  The Administrator shall specify whether a given
option shall constitute an Incentive Option or a Nonqualified Option.

     5.2  OPTION PRICE.  The price per share at which shares of Stock may be
purchased under an Incentive Option shall not be less than the greater of: (a)
100% of the Fair Market Value per share of Stock on the date the Option is
granted or (b) the per share par value of the Stock on the date the Option is
granted.  The Administrator in its discretion may provide that the price per
share at which

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shares of Stock may be purchased shall be more than 100% of Fair Market Value
per share. In the case of any 10% Shareholder, the price per share at which
shares of Stock may be purchased under an Incentive Option shall not be less
than the greater of: (a) 110% of the Fair Market Value per share of Stock on the
date the Incentive Option is granted or (b) the per share par value of the Stock
on the date the Incentive Option is granted.

     The price per share at which shares of Stock may be purchased under a
Nonqualified Option shall not be less than the greater of: (a) 100% of the Fair
Market Value per share of Stock on the date the Option is granted or (b) the per
share par value of the Stock on the date the Option is granted.  The
Administrator in its discretion may provide that the price per share at which
shares of Stock may be purchased shall be more than 100% of Fair Market Value
per share.

     5.3  DURATION OF OPTIONS.  No Option shall be exercisable after the
expiration of ten years from the date the Option is granted.  In the case of a
10% Shareholder, no Incentive Option shall be exercisable after the expiration
of five years from the date the Incentive Option is granted.

     5.4  AMOUNT EXERCISABLE.  Each Option may be exercised from time to time,
in whole or in part, in the manner and subject to the conditions the
Administrator, in its discretion, may provide in the Option Agreement, as long
as the Option is valid and outstanding.  To the extent that the aggregate Fair
Market Value (determined as of the time an Incentive Option is granted) of the
Stock with respect to which Incentive Options first become exercisable by the
optionee during any calendar year (under the Plan and any other incentive stock
option plan(s) of the Company or any Affiliate) exceeds $100,000, the Incentive
Options shall be treated as Nonqualified Options.  In making this determination,
Incentive Options shall be taken into account in the order in which they were
granted.

     5.5  EXERCISE OF OPTIONS.  Subject to the tax withholding requirements set
forth in Section 8.3 herein, Options shall be exercised by the delivery of
written notice to the Company setting forth the number of shares with respect to
which the Option is to be exercised and the address to which the certificates
representing shares of Stock issuable upon the exercise of such Option shall be
mailed, together with: (a) cash, check, certified check, bank draft, or postal
or express money order payable to the order of the Company for an amount equal
to the Option Price of the shares, (b) Stock at its Fair Market Value equal to
the Option Price of the shares on the date of exercise, and/or (c) any other
form of payment which is acceptable to the Administrator.  In order to enable an
Employee to have sufficient funds to pay the Option Price, the Administrator
may, to the extent permitted by law, cause the Company to loan funds to the
Optionee, to guarantee a loan by a third party to the Optionee or to take such
other action as the Administrator deems appropriate.  The Company and used for
its corporate purposes.  No fractional shares shall be issued under the Plan.

     Subject to the tax withholding requirements set forth in Section 8.3
herein, as promptly as practicable after receipt of written notification and
payment, the Company or a stock transfer agent of the Company shall deliver to
the Optionee certificates for the number of shares with respect to which the
Option has been exercised, issued in the Optionee's name.  If shares of Stock
are used in

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payment, the Fair Market Value of the shares of Stock tendered must be less than
the Option Price of the shares being purchased, and the difference must be paid
by check. Delivery shall be deemed effected for all purposes when the Company or
a stock transfer agent of the Company shall have deposited the certificates in
the United States mail, addressed to the Optionee, at the address specified by
the Optionee.

     Whenever an Option is exercised by exchanging shares of Stock owned by the
Optionee, the Optionee shall deliver to the Company certificates registered in
the name of the Optionee representing a number of shares of Stock legally and
beneficially owned by the Optionee, free of all liens, claims, and encumbrances
of every kind, accompanied by stock powers duly endorsed in blank by the record
holder of the shares represented by the certificates (with signature guaranteed
by the Company or a commercial bank or trust company or by a brokerage firm
having a membership on a registered national stock exchange).  The delivery of
certificates upon the exercise of Options is subject to the condition that the
person exercising the Option provide the Company with the information the
Company might reasonably request pertaining to exercise, sale or other
disposition.

     5.6  SUBSTITUTION OPTIONS.  Options may be granted under the Plan from
time to time in substitution for stock options held by employees of other
corporations who are about to become employees or non-employee directors  of or
affiliated with the Company or any Affiliate as the result of a merger or
consolidation of the employing corporation with the Company or any Affiliate, or
the acquisition by the Company or any Affiliate of the assets of the employing
corporation, or the acquisition by the Company or any Affiliate of stock of the
employing corporation as the result of which it becomes an Affiliate of the
Company.  The terms and conditions of the substitute Options granted may vary
from the terms and conditions set out in the Plan to the extent the
Administrator, at the time of grant, may deem appropriate to conform, in whole
or in part, to the provisions of the stock options in substitution for which
they are granted.

     5.7  NO RIGHTS AS STOCKHOLDER.  No Optionee shall have any rights as a
stockholder with respect to Stock covered by an Option until the date a stock
certificate is issued for the Stock.

     5.8  CHANGE IN CONTROL.  On a date at least 30 days prior to the effective
date of a Change in Control, any limitations as to the amount exercisable each
year may be modified at the discretion of the Administrator so that all Options
from and after such date shall, if the Administrator in its discretion so
determines, be exercisable in full.  In addition, with respect to any event
described in clauses (i) through (v) of the definition of Change in Control,
either (a) after the effective date of such Change in Control, each holder of an
outstanding Option shall be entitled, upon exercise of such Option, to receive,
in lieu of shares of Stock, shares of such stock or other securities of the
Company or the surviving or acquiring corporation or such other property at the
same rate per share as the holders of shares of Stock received pursuant to the
Change in Control, or (b) all outstanding Options may be canceled by the Board
as of the effective date of the Change in Control, provided that notice of such
cancellation shall be given to each holder of an Option and each holder of an
Option shall have the right to exercise such Options in full (without regard to
any limitations that

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might be set forth in the Option Agreement) during a 30-day period preceding the
effective date of the Change in Control.

                                  ARTICLE VI

                                 Administration

     The Plan shall be administered by the Committee with respect to any Option
granted to any Employee, and the Plan shall be administered by the Board with
respect to any Option granted to any Non-Employee Director.  All questions of
interpretation and application of the Plan and Options granted thereunder shall
be subject to the determination of the Committee or the Board, as appropriate.
A majority of the members of the Committee or the Board, as appropriate, shall
constitute a quorum.  All determinations of the Committee or the Board, as
appropriate, shall be made by a majority of its members.  Any decision or
determination reduced to writing and signed by a majority of the members shall
be as effective as if it had been made by a majority vote at a meeting properly
called and held.  The Plan shall be administered in such a manner as to permit
the Options granted under it which are designated to be Incentive Options to
qualify as Incentive Options.  In carrying out its authority under the Plan, the
Committee or the Board, as appropriate, shall have full and final authority and
discretion, including but not limited to the following rights, powers and
authorities, to:

          (a) determine the Employees or Non-Employee Directors to whom and the
     time or times at which Options will be made,

          (b) determine the number of shares and the purchase price of Stock or
     dollar amount of cash covered in each Option, subject to the terms of the
     Plan,

          (c) determine the terms, provisions and conditions of each Option,
     which need not be identical,

          (d) define the effect, if any, on an Option of the death, disability,
     retirement, or termination of employment of the Employee,

          (e) define the effect, if any, on an Option of the death, disability,
     or resignation or removal from the Board of a Non-Employee Director,

          (f) proscribe, amend and rescind rules and regulations relating to
     administration of the Plan, and

          (g) make all other determinations and take all other actions deemed
     necessary, appropriate, or advisable for the proper administration of the
     Plan.

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     The actions of the Committee or the Board, as appropriate,  in exercising
all of the rights, powers, and authorities set out in this Article and all other
Articles of the Plan, when performed in good faith and in its sole judgment,
shall be final, conclusive and binding on all parties

                                  ARTICLE VII

                        Amendment or Termination of Plan

     The Board may amend, terminate or suspend the Plan at any time, in its sole
and absolute discretion; provided, however, that to the extent required to
maintain the status of any Incentive Option under the Code, no amendment that
would (a) change the aggregate number of shares of Stock which may be issued
under Incentive Options, (b) change the class of employees eligible to receive
Incentive Options, or (c) decrease the Option price for Incentive Options below
the Fair Market Value of the Stock at the time it is granted, shall be made
without the approval of the Company's shareholders.  Subject to the preceding
sentence, the Board shall have the power to make any changes in the Plan and in
the regulations and administrative provisions under it or in any outstanding
Incentive Option as in the opinion of counsel for the Company may be necessary
or appropriate from time to time to enable any Incentive Option granted under
the Plan to continue to qualify as an incentive stock option or such other stock
option as may be defined under the Code so as to receive preferential federal
income tax treatment.

                                 ARTICLE VIII

                                 Miscellaneous

     8.1  NO ESTABLISHMENT OF A TRUST FUND.  No property shall be set aside nor
shall a trust fund of any kind be established to secure the rights of any
Optionee under the Plan.  All Optionees shall at all times rely solely upon the
general credit of the Company for the payment of any benefit which becomes
payable under the Plan.

     8.2  NO EMPLOYMENT OBLIGATION.  The granting of any Option shall not
constitute an employment contract, express or implied, nor impose upon the
Company or any Affiliate any obligation to employ or continue to employ any
Employee.  The right of the Company or any Affiliate to terminate the employment
of any person shall not be diminished or affected by reason of the fact that an
Option has been granted to him.

     8.3  TAX WITHHOLDING.  The Company or any Affiliate shall be entitled to
deduct from other compensation payable to each Optionee any sums required by
federal, state, or local tax law to be withheld with respect to the grant or
exercise of an Option.  In the alternative, the Company may require the Optionee
(or other person exercising the Option) to pay the sum directly to the employer
corporation.  If the Optionee (or other person exercising the Option) is
required to pay the sum directly, payment in cash or by check of such sums for
taxes shall be delivered on the date of exercise.  The Company shall have no
obligation upon exercise of any Option until payment has been

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received, unless withholding as of or prior to the date of exercise of Stock is
sufficient to cover all sums due with respect to that exercise of Stock. The
Company and its Affiliates shall not be obligated to advise an Optionee of the
existence of the tax or the amount which the employer corporation will be
required to withhold.

     8.4  FORFEITURE FOR DISHONESTY.  Notwithstanding anything to the contrary
in the Plan, if the Administrator finds, after full consideration of the facts
presented on behalf of both the Company and the Optionee, that the Optionee has
been engaged in fraud, embezzlement, theft, commission of a felony or dishonesty
in the course of his employment by or directorship with the Company which
damaged the Company or an Affiliate, or for disclosing trade secrets of the
Company or an Affiliate, the Optionee shall forfeit all unexercised Options and
all exercised Options under which the Company has not yet delivered the
certificates. The decision of the Administrator shall be final. No decision of
the Administrator, however, shall affect the finality of the discharge of such
Optionee by the Company in any manner.

     8.5  INDEMNIFICATION OF THE COMMITTEE AND THE BOARD OF DIRECTORS. With
respect to administration of the Plan, the Company shall indemnify each present
and future member of the Committee and the Board of Directors, and each member
of the Committee and the Board of Directors shall be entitled without further
act on his part to indemnity from the Company to the fullest extent allowed
under the Texas Business Corporation Act.

     8.6  GENDER.  If the context requires, words of one gender when used in
the Plan shall include the others and words used in the singular or plural shall
include the other.

     8.7  HEADINGS.  Headings of Articles and Sections are included for
convenience of reference only and do not constitute part of the Plan and shall
not be used in construing the terms of the Plan.

     8.8  OTHER COMPENSATION PLANS.  The adoption of the Plan shall not
preclude the Company from establishing any other forms of incentive or other
compensation for Employees or Non-Employee Directors.

     8.9  OTHER OPTIONS.  The grant of an Option shall not confer upon the
Optionee the right to receive any future or other Options under the Plan,
whether or not Options may be granted to similarly situated Optionees, or the
right to receive future Options upon the same terms or conditions as previously
granted.

     8.10  GOVERNING LAW.  The provisions of the Plan shall be construed,
administered, and governed under the laws of the State of Texas.

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