<PAGE>   1
                                                                    EXHIBIT 10.1

                              CONSULTING AGREEMENT

         This Consulting Agreement (this "Agreement") is entered into effective
as of April 1, 2001 by and between Morrie K. Abramson ("Consultant") and Kent
Electronics Corporation, a Texas corporation (the "Company").

         WHEREAS, Consultant is a founder and the Chairman of the Board of
Directors of the Company, serving prior to the date hereof as the most senior
executive officer of the Company,

         WHEREAS, pursuant to the mutual agreement of the Company and
Consultant, Consultant will cease to serve as an executive officer and full time
employee of the Company on April 1, 2001, the effective date of this Agreement,

         WHEREAS, the Company desires for Consultant to continue to provide
support, guidance and counsel to the chief executive officer of the Company
during the term of this Agreement, and

         WHEREAS, this Agreement is not intended to reduce any payments or
benefits to be provided to Consultant following the termination of Consultant's
employment by the Company pursuant to (i) the Employment Agreement dated January
3, 1996, by and between Consultant and the Company, as amended (the "Employment
Agreement") or (ii) the Executive Healthcare Benefits and Consulting Agreement
between the Company and the Consultant dated January 27, 1993 (the "Medical
Benefits Agreement"),

         NOW, THEREFORE, in consideration of the mutual agreements set forth
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged,

         The parties agree as follows:

         1. Extent of Services

             1.1 Duties.


             (a) The Company hereby agrees to engage Consultant, and Consultant
         hereby agrees to be engaged by the Company, to provide executive
         consulting services to the Company. It is recognized that the services
         to be rendered by Consultant are of such a nature as to be peculiarly
         rendered by Consultant, encompass the individual ability of Consultant
         and cannot be measured exclusively in terms of hours or services
         rendered in any particular period. Subject to the authority of the
         Company's Board of Directors (the "Board"), it is presently intended
         that Consultant will serve as Chairman of the Board of Directors of the
         Company.

             (b) Consultant shall, in the capacity of an independent contractor,
         function as an advisor and consultant to the then current management of
         the Company and, in such capacity, Consultant shall as reasonably
         requested by the Board or the chief



<PAGE>   2



         executive officer of the Company from time to time (i) furnish his
         advice, information, judgment and knowledge with respect to business
         methods, practices, history, customers, employees and suppliers of the
         Company, (ii) generally advise and consult with management regarding
         matters affecting the Company's business and affairs, and (iii) attend
         meetings and serve on committees as he may be requested from time to
         time to accomplish the foregoing duties. In addition, if so requested
         by the Company at any time during the term of this Agreement,
         Consultant shall, upon reasonable notice, furnish such information and
         assistance to the Company in connection with any litigation,
         arbitration or other dispute or controversy in which the Company or any
         of its affiliates is, or may become, involved and in which Consultant
         is not involved as an adverse or potentially adverse party.

             1.2 Limitations. Consultant shall not be required to perform any
         duties described in this Section 1 at any place other than in the
         Houston, Texas metropolitan area without his consent. Consultant shall
         not be required to perform any duties described in this Section 1
         during any period in which Consultant is prevented from performing such
         duties due to an illness or accident. Consultant shall not be required
         to provide the Company more than 500 hours of services during any
         twelve month period, and Consultant shall not be required to provide
         more than 20 hours of services in any calendar week. In addition,
         Consultant shall be entitled to advise Company of periods of time, not
         to exceed four consecutive weeks, during which he will be unavailable
         for consulting, whether due to personal vacations or other reasons;
         provided, however, that Consultant shall not be entitled to designate
         more than four weeks of such unavailability during any three month
         period.

             1.3 Other Activities. Nothing in this Agreement shall preclude
         Consultant from serving as a director or member of a committee of any
         organization involving no conflict of interest with the interests of
         the Company, from engaging in charitable and community activities, or
         from managing his personal investments, provided that such activities
         do not materially interfere with the regular performance of his duties
         and responsibilities under this Agreement.

             1.4 Independent Contractor.

                 (a) It is expressly understood and agreed that Consultant shall
         act as an independent contractor in the undertaking of all consulting
         assignments hereunder; Consultant is not an employee of, nor employed
         by, the Company. Consultant shall utilize his own means and methods of
         accomplishing the consulting projects assigned to him by the Company
         from time to time and shall not be subject to the supervision,
         direction or control of the Company with respect to the details of such
         work.

                 (b) Executive shall function solely as an independent
         contractor; therefore, it is expressly understood and agreed that, with
         respect to the duties described in Section 1.1, no employee-employer
         relationship shall exist between the Company and Consultant with
         respect to Consultant's provision of consulting services hereunder.
         Accordingly, (i) Consultant shall have no right to be covered, or
         accrue service credit, as





                                      -2-
<PAGE>   3

         an active employee under any of the employee benefit plans or programs
         maintained by the Company for its employees, except to the extent set
         forth in this Agreement, and (ii) except as otherwise required by law,
         the Company shall have no right or responsibility to withhold from
         Consultant's consulting fees or any other taxable income provided to
         Consultant hereunder, any federal income tax withholding, FICA taxes,
         unemployment taxes or other taxes or amounts required to be withheld
         from the compensation of employees under any state or federal law or
         regulation.

                 (c) At the end of each calendar year during the term of this
         Agreement, the Company shall provide IRS Forms 1099 (or its successor)
         to Consultant that show the amounts paid hereunder to or on behalf of
         Consultant during the calendar year that are required to be included in
         the taxable income of Consultant for such year. Taxable income shall be
         determined by the Company in accordance with applicable tax law and
         regulation.

         2. Term. Subject to the provisions for earlier termination provided
herein, and conditioned upon Consultant not being unable to commence his
engagement hereunder on April 1, 2001 due to his death or Disability, the term
of this Agreement and the term of Consultant's engagement by the Company shall
commence on April 1, 2001 and continue uninterrupted until April 1, 2006
("Consulting Term").

         3. Compensation. In consideration of the services to be rendered
pursuant to this Agreement by Consultant to the Company, Consultant shall be
compensated as set forth in this Agreement, including this Section 3.

             3.1 Cash Consulting Fee.

                 During the Consulting Term, the Company shall pay, or cause to
         be paid, to Consultant in equal monthly installments the sum of
         $250,000 per year (the "Consulting Fee"), for services rendered under
         this Agreement. The Consulting Fee shall be prorated on a daily basis
         in the first and last month of the Consulting Term, if not full months.

             3.2 Additional Benefits.

                 (a) As additional consideration for Consultant's services
         hereunder, and subject to the authority of the Board, during the
         Consulting Term Consultant shall be entitled to receive all benefits
         (other than benefits under cash bonus, stock or other equity incentive
         plans) consistent with Consultant's position as Chairman of the Board
         and, to the extent permitted by law and the Company's benefit plans,
         comparable to those provided to Consultant during his prior service as
         chief executive officer of the Company. In order for Consultant to
         perform his services under this Agreement, Consultant shall be provided
         with the full-time use of an automobile (or an automobile allowance)
         consistent with the Company's corporate policy on automobiles as in
         effect from time to time. Subject to the Company's other contractual
         obligations to Consultant, the Company reserves the right, through
         action taken by the Board, to modify, suspend or discontinue



                                      -3-
<PAGE>   4


         any and all benefits referred to in this Section 3.2 at any time
         without recourse by Consultant so long as such action is taken
         generally with respect to the Company's senior executives and does not
         single out Consultant.

                 (b) The Company will, for so long as Consultant may have
         liability to any person for actions taken or omissions by Consultant in
         his capacity as a director of the Company and so long as available on a
         commercially reasonable basis, maintain in effect directors' and
         officers' liability insurance covering Consultant on terms no less
         favorable than the directors' and officers' liability insurance
         maintained by the Company in effect on the date hereof in terms of
         coverage and amounts. In addition, for so long as Consultant may have
         liability to any person for actions taken or omissions by Consultant in
         his capacity as a director or agent of the Company, the Company shall
         not terminate or amend any provisions of the Company's articles of
         incorporation, bylaws or other organizational documents so as to reduce
         or otherwise adversely affect Consultant's rights to indemnification
         from the Company or the limitation or elimination of Consultant's
         liability to the Company or its shareholders for monetary damages to
         terms less favorable than those in effect on the date hereof.

             3.3 Working Facilities; Expenses.

                 (a) Consultant shall be provided with office space and
         appropriate support services at the Company's executive offices as
         needed to fulfill his duties hereunder. Without limiting the scope of
         the previous sentence, to the extent that Consultant so desires, the
         Company shall provide Consultant with a private, furnished office and
         an administrative assistant commensurate with his executive position
         with the Company at the time of his retirement.

                 (b) Consultant shall be reimbursed for all expenses reasonably
         incurred in the furtherance of the business of the Company during the
         Consulting Term. Consultant shall keep complete and accurate records of
         all expenditures such that Consultant may fully account to the
         Company's chief executive officer or Board, if requested, or as may
         then be required by the Internal Revenue Service.

             3.4 Benefits Following Termination of Engagement.

                 (a) As additional consideration for Consultant's services
         hereunder, upon the termination of Consultant's engagement by the
         Company, due to death, Disability, termination by the Consultant
         (whether or not for Good Reason), or termination by the Company
         (whether or not for Just Cause), the Company shall, commencing on the
         first day of the month following the date of the termination of
         Consultant's engagement, pay, or cause to be paid, to Consultant in
         equal monthly installments, an annual amount equal to $250,000 per year
         (the "Additional Annual Amount"), for a period equal to the greater of
         (x) 15 years, (y) the life of Consultant, or (z) the life of Rolaine S.
         Abramson so long as she is married to Consultant at the date of
         Consultant's death ("Consultant's Spouse"); and provided further that
         Consultant shall not be entitled to any amounts under this Section 3.4
         if Consultant's engagement is





                                      -4-
<PAGE>   5


         terminated prior to a Change in Control for Just Cause or without Good
         Reason. In addition, the Additional Annual Amount shall be adjusted
         annually to reflect increases in the cost of living after the date of
         termination of Consultant's engagement by the Company hereunder, as
         measured by the Consumer Price Index ("CPI") for all urban consumers
         calculated by the Bureau of Labor Statistics (or any successor or
         replacement index).

                           (i) If Consultant shall die before Consultant's
                  Spouse and Consultant's Spouse is married to Consultant at the
                  date of Consultant's death, whether before or after the
                  payments of the Additional Annual Amount described above shall
                  have commenced, then the Additional Annual Amount shall be
                  paid in monthly installments to Consultant's Spouse. If
                  Consultant's Spouse then dies before all amounts required to
                  be paid have been paid, then, upon the death of Consultant's
                  Spouse, any remaining payments of the Additional Annual Amount
                  shall be made to the personal representative of the estate of
                  Consultant's Spouse, to pass as a part thereof.

                           (ii) If Consultant's Spouse shall die before
                  Consultant, then any community property interest of
                  Consultant's Spouse in this Agreement shall vest in
                  Consultant. If Consultant then dies before all amounts
                  required to be paid have been paid, then, upon Consultant's
                  death, any remaining payments of the Additional Annual Amount
                  shall be made to Consultant's beneficiary designated in
                  writing to the Company by Consultant, or in the absence
                  thereof, to the personal representative of the estate of
                  Consultant, to pass as a part thereof.

                 (b) Upon the termination of Consultant's engagement by the
         Company, whether due to death, Disability, resignation (whether or not
         for Good Reason) or discharge (whether or not for Just Cause), the
         Company shall secure its obligations under this Section 3.4 as
         described below. In the case of a termination of Consultant's
         engagement (whether or not after any Change in Control), the Company
         shall pay to Consultant cash in an amount sufficient to permit
         Consultant to purchase a fully paid annuity contract issued by an
         insurance company acceptable to Consultant, in his sole discretion,
         providing for the payment to Consultant of the amounts required to be
         paid pursuant to this Section 3.4 ("Section 3.4 Payments"), and shall
         also pay to Consultant cash in an amount sufficient to pay Consultant's
         income taxes (calculated at the highest marginal federal income tax
         rate and after taking into account any applicable surtaxes and other
         generally applicable taxes which would have the effect of increasing
         the marginal federal income tax rate, and, if applicable, at the
         highest marginal state income tax rate in effect in the State of Texas)
         payable upon receipt of any such annuity contract (which payment of
         income taxes and its effect on the taxability of the payments under the
         annuity contract shall be taken into account in establishing the
         annuity contract, which will be designed to provide Consultant with the
         same after-tax benefit that he would have received if the Company
         directly made the Section 3.4 Payments assuming the highest federal and
         Texas marginal income tax rates in effect at the time of the
         establishment of the annuity); provided however, that such cash payment
         to Consultant to purchase this annuity shall not release the Company
         from its obligations hereunder in the event that as





                                      -5-
<PAGE>   6



         a result of changes in the CPI such cash is not sufficient to make the
         payments required by this Section 3.4.

                       (c) Upon the effective date of this Agreement, on the
         request of the Consultant the Company shall establish a "rabbi trust"
         for the benefit of Consultant into which there shall be contributed by
         the Company cash in an amount sufficient to purchase the annuity
         contract and pay the anticipated income taxes contemplated by the
         preceding paragraph (b) upon the termination of Consultant's engagement
         at any time during the term of this Agreement without any regard as to
         whether such termination is for Just Cause or without Good Reason prior
         to a Change in Control. Any instruments establishing such rabbi trust
         shall in all respects be satisfactory in form and substance to
         Consultant and his counsel.

                  3.5 Incapacity. If Consultant or any other person entitled to
         the payment of benefits hereunder shall at the time any payment is due
         be incapacitated, the Company shall make such payment to the legally
         appointed conservator or guardian of such person, or if no
         conservatorship or guardianship shall have been established, the
         Company may, in the case of temporary incapacity, apply such payment,
         or any portion thereof, for the benefit of such person.

                  3.6 Offsets. The compensation and benefits provided hereunder
         are in addition to all other compensation and benefits provided by the
         Company or by any other employer of Consultant, or by any governmental
         agency, and shall not be reduced by any amount payable under any
         pension or retirement arrangement, social security, or any other
         government benefit or payment. In addition, the Company hereby agrees
         that in the event of any dispute with respect to the payment of
         compensation or benefits to Consultant hereunder that the Company shall
         not have the right to withhold any such payments or to offset against
         any such payments any other amounts that may otherwise be payable or
         owed by Consultant to the Company, except in accordance with an order
         obtained pursuant to the procedures described in Section 6 hereof.

         4. Confidential Information; Non-Competition.

                  4.1 General. Consultant acknowledges that during his
         engagement by, and as a result of his relationship with, the Company he
         will obtain knowledge of and gain access to information regarding the
         Company's (including for purposes of this Section 4 all former,
         current, and future subsidiaries of the Company) business, operations,
         products, proposed products, production methods, processes, customer
         lists, advertising, marketing and promotional plans and materials,
         price lists, pricing policies, financial information and other trade
         secrets, confidential information and material proprietary to the
         Company or designated as being confidential by the Company which is not
         generally known by non-Company personnel, including information and
         material originated, discovered or developed in whole or in part by
         Consultant (collectively referred to herein as "Confidential
         Information"). Consultant agrees that during the term of this Agreement
         and, to the fullest extent permitted by law, thereafter, he will, in a
         fiduciary capacity for the benefit of the Company, hold all
         Confidential Information strictly in confidence and




                                      -6-
<PAGE>   7


         will not directly or indirectly reveal, report, disclose, publish or
         transfer any of such Confidential Information to any person, firm or
         other entity or utilize any of the Confidential Information for any
         purpose, except in furtherance of the Company's business or his
         engagement under this Agreement.

                  4.2 Return of Materials. Consultant agrees that upon the
         expiration or earlier termination of this Agreement he will at the
         Company's request surrender and return to the Company all lists, books,
         records and other Confidential Information of the Company, or obtained
         in connection with the Company's business, it being expressly
         acknowledged by Consultant that all such items are the exclusive
         property of the Company, and Consultant shall not make or retain any
         copies thereof.

                  4.3 Non-Competition. Consultant agrees that during the term of
         this Agreement he will neither directly nor indirectly engage in a
         business competing with any of the businesses conducted by the Company
         or any of its subsidiaries, nor without the prior written consent of
         the Company's chief executive officer or the Board, directly or
         indirectly have any equity interest in, own, manage, operate, control,
         be connected with as a stockholder, joint venturer, director, officer,
         employee, partner or consultant, or otherwise engage, invest or
         participate in any business which is competitive with any of the
         businesses conducted by the Company or by any subsidiary of the
         Company; provided, however, that nothing contained in this Section 4.3
         shall prevent Consultant from investing or trading in stocks, bonds,
         commodities, securities, real estate or other forms of investment for
         his own account and benefit (directly or indirectly), so long as such
         investment activities do not interfere with Consultant's services to be
         rendered hereunder and are consistent with the conflict of interest
         provisions contained in the Company's Business Ethics Policy as it
         exists from time to time.

         5. Termination Prior to Expiration of Term. This Agreement shall
terminate and be null and void ab initio, and Consultant's engagement and his
rights under this Agreement shall terminate, on April 1, 2001 without any
liability of the Company to Consultant if Consultant is unable to commence his
engagement hereunder due to his death or Disability. Consultant's engagement,
and his rights under this Agreement, may be terminated during the Consulting
Term only as provided below in this Section 5.

            5.1 Discharge or Resignation.

                 (a) Consultant may be discharged prior to the expiration of the
         term of this Agreement only for Just Cause. For the purpose of any
         provision of this Agreement, the termination of Consultant's engagement
         shall be deemed to have been for "Just Cause" only: (i) if termination
         of his engagement shall have been the result of an act or acts of
         dishonesty on the part of Consultant constituting a felony and
         resulting or intended to result directly or indirectly in gain or
         personal enrichment at the expense of the Company, or (ii) if during
         the Consulting Term there has been a breach by Consultant of the
         provisions of Section 1 above, relating to the provision of executive
         consulting services to the Company, or of Section 4, relating to
         Confidential Information and non-competition, and such breach results
         in demonstrable material injury to the Company, and





                                      -7-
<PAGE>   8



         with respect to any alleged breach of Section 1 or Section 4,
         Consultant shall have either failed to remedy such alleged breach
         within 30 days after his receipt of written notice from the Company
         pursuant to a resolution duly adopted by the Board after notice to the
         Consultant and an opportunity to be heard demanding that he remedy such
         alleged breach, or shall have failed to take all reasonable steps to
         that end during such 30-day period and thereafter; provided, that there
         shall have been delivered to Consultant a certified copy of the
         resolution of the Board adopted by the affirmative vote of not less
         than two-thirds of the entire membership of the Board (other than
         Consultant, if he is then a member of the Board) at a meeting called
         and held for that purpose and at which Consultant was given an
         opportunity to be heard, finding that Consultant was guilty of conduct
         set forth in subparagraphs (i) or (ii) above, specifying the
         particulars thereof in detail. "Just Cause" shall not include the death
         or Disability of Consultant.

                 (b) Anything in this Section 5.1 or elsewhere in this Agreement
         to the contrary notwithstanding, the engagement of Consultant shall in
         no event be considered to have been terminated for Just Cause if
         termination of his engagement took place as the result of (i) bad
         judgment or negligence on the part of Consultant; (ii) an act or
         omission without intent of gaining therefrom directly or indirectly a
         profit to which Consultant was not legally entitled; (iii) an act or
         omission believed by Consultant in good faith to have been in or not
         opposed to the interests of the Company; (iv) an act or omission in
         respect of which a determination could properly be made that Consultant
         met the applicable standard of conduct prescribed for indemnification
         or reimbursement or payment of expenses under the laws of the state of
         incorporation of the Company or pursuant to the terms of any policy of
         directors' and officers' liability insurance that may be applicable to
         directors and officers of the Company, in each case as in effect at the
         time of such act or omission; (v) an act or omission which occurred
         more than 12 calendar months prior to the Consultant's having been
         given notice of the termination of his engagement for such act or
         omission unless the commission of such act or such omission could not
         at the time of such commission or omission have been known to the
         Company's chief executive officer or a member of the Board (other than
         Consultant, if he is then a member of the Board), in which case more
         than 12 calendar months from the date that the commission of such act
         or such omission was or could reasonably have been so known; or (vi) a
         continuing course of action which commenced and was or could reasonably
         have been known to the Company's chief executive officer or a member of
         the Board (other than Consultant) more than 12 calendar months prior to
         notice having been given to Consultant of the termination of his
         engagement.

                 (c) Consultant may resign prior to the expiration of the term
         of this Agreement for Good Reason at any time upon providing written
         notice to the Company and the Consultant's continued engagement with
         the Company after an event constituting Good Reason has occurred shall
         not be deemed a waiver of the Consultant's right to terminate his
         engagement for such Good Reason at any time after the event and receive
         the benefits under Section 5.1(d)(ii). "Good Reason" shall mean (i) any
         reduction or attempted reduction of compensation or benefits below that
         required by Section 3, (ii) any failure to appoint, reappoint, elect or
         reelect Consultant to, or any removal of Consultant from, the positions
         of (1) Chairman of the Board of Directors (or any




                                      -8-
<PAGE>   9


         comparable position determined by Consultant) of the Company or any
         entity succeeding to the business of the Company and (2) the Chairman
         of the Board of Directors (or any comparable position determined by
         Consultant) of any entity directly or indirectly controlling the
         Company or any entity succeeding to the business of the Company, or
         (iii) the material failure by the Company to fulfill its obligations
         under this Agreement, to the extent not remedied in a reasonable period
         of time, but in no event more than 30 days, after receipt of written
         notice from Consultant specifying the material failure by the Company.

                           (d) (i) If prior to a Change in Control Consultant is
                  discharged for Just Cause or resigns without Good Reason, the
                  Company shall not be obligated to pay Consultant any sums of
                  money pursuant to Section 3.1 other than a cash lump sum
                  payment equal to the Consulting Fee due Consultant as of the
                  date of discharge or resignation. Consultant's other
                  compensation and benefits under this Agreement shall not be
                  impaired or otherwise adversely affected by termination of
                  Consultant's engagement; provided, however, that Consultant
                  shall not be entitled to any amounts under Section 3.4 or
                  Section 5.1(d)(iii) if Consultant's engagement is terminated
                  prior to a Change in Control for Just Cause or without Good
                  Reason.

                               (ii) If prior to a Change in Control Consultant
                  is discharged without Just Cause or resigns for Good Reason,
                  Consultant shall be entitled to the following:

                                    (1) a cash lump sum payment equal to the
                                Consulting Fee due Consultant pursuant to
                                Section 3.1 as of the date of discharge or
                                resignation; plus

                                    (2) a cash lump sum payment equal to the
                                Consulting Fee pursuant to Section 3.1 which
                                would be received by Consultant for the
                                remainder of the Consulting Term. The entire
                                lump sum amount shall be paid concurrent with
                                any discharge or within 3 business days of the
                                date of any resignation. Consultant shall have
                                no duty to mitigate or attempt to mitigate his
                                damages. Consultant's other compensation and
                                benefits under this Agreement, including without
                                limitation those provided pursuant to Sections
                                3.4 and 5.1(d)(iv), shall not be impaired or
                                otherwise adversely affected by termination of
                                Consultant's engagement.

                               (iii) If Consultant's engagement is terminated
                  (whether through discharge by the Company or the resignation
                  of Consultant) after a Change in Control (even if for Just
                  Cause or without Good Reason), Consultant, or his spouse,
                  estate or otherwise designated beneficiary, as the case may
                  be, shall be entitled to the following:



                                      -9-
<PAGE>   10

                                    (1) a cash lump sum payment equal to the
                                Consulting Fee due Consultant pursuant to
                                Section 3.1 as of the date of discharge or
                                resignation; plus

                                    (2) a cash lump sum payment equal to the
                                product of five times the highest annual cash
                                compensation which was received or earned by
                                Consultant from the Company in respect of any
                                year during which the Employment Agreement was
                                in force. The entire lump sum amount shall be
                                paid concurrent with any discharge or within 3
                                business days of the date of any resignation.
                                Consultant shall have no duty to mitigate or
                                attempt to mitigate his damages. Consultant's
                                other compensation and benefits under this
                                Agreement, including without limitation those
                                provided pursuant to Section 3.4, shall not be
                                impaired or otherwise adversely affected by
                                termination of Consultant's engagement.

                           (iv) If prior to a Change in Control Consultant is
                  discharged without Just Cause or resigns for Good Reason, and
                  a Change in Control occurs before the expiration of the
                  Consulting Term, in addition to any payments to which he is
                  entitled under Section 5.1(d)(ii), Consultant shall be
                  entitled to a cash lump sum payment equal to the excess of (1)
                  the product of five times the highest annual cash compensation
                  which was received by Consultant from the Company in any year
                  during which the Employment Agreement was in force, over (2)
                  the amount of any payment made to Consultant pursuant to
                  Section 5.1(d)(ii)(2). The entire lump sum amount shall be
                  paid concurrent with any such Change in Control.

                    (e) For purposes of this Agreement, a "Change in Control"
         shall be deemed to have occurred on the earliest of the following
         dates:

                           (i) The date any entity or person (including a
                  "group" as defined in Section 13(d)(3) of the Securities
                  Exchange Act of 1934, or any comparable successor provisions)
                  shall have become the beneficial owner of, or shall have
                  obtained voting control over, twenty percent (20%) or more of
                  the then outstanding common shares of the Company;

                           (ii) (1) The date the stockholders of the Company
                  approve a definitive agreement to sell or otherwise dispose of
                  substantially all the assets of the Company, or to merge or
                  consolidate the Company with or into another corporation, in
                  which the Company is not the continuing or surviving
                  corporation or pursuant to which any common shares of the
                  Company would be converted into cash, securities or other
                  property of another corporation, other than a merger of the
                  Company in which holders of common shares immediately prior to
                  the merger have the same proportionate ownership of common
                  stock of the surviving corporation immediately after the
                  merger as immediately before, or (2) the date the Company
                  enters into a binding agreement to sell or otherwise transfer
                  (including without limitation by merger or consolidation) to
                  one or more






                                      -10-
<PAGE>   11


                  unaffiliated entities or persons not less than a majority of
                  the outstanding capital stock of the Company; or

                           (iii) The date upon which, during any period of two
                  consecutive years, individuals who at the beginning of such
                  period constitute the Board of Directors of the Company (the
                  "Company Board") cease for any reason to constitute at least a
                  majority thereof, unless the election, or the nomination for
                  election by the Company's stockholders, of each new Company
                  Board member was approved by a vote of at least three-fourths
                  of the Company Board members then still in office who were
                  Company Board members at the beginning of such period.

                  5.2 Disability. In the case of the determination of a
         Disability as of April 1, 2001, the term "Disability" shall mean an
         illness or accident which prevents, and is reasonably anticipated to
         prevent, Consultant from performing with reasonable accommodation by
         the Company his duties under this Agreement for a period of 12
         consecutive months commencing April 1, 2001. In the case of the
         determination of a Disability during the Consulting Term after April 1,
         2001, the term "Disability" shall mean an illness or accident which
         prevents Consultant from performing with reasonable accommodation by
         the Company his duties under this Agreement for a period of 12
         consecutive months. In the absence of fraud, any determination by
         Consultant's physician whether or not Consultant has suffered a
         Disability or whether or not an illness or accident prevents, or is
         reasonably anticipated to prevent, Consultant from performing any of
         his duties under this Agreement shall be conclusive and binding on the
         Company for purposes of this Agreement. Unless Consultant shall have
         returned to performance of his duties in accordance with the terms
         hereof within such 12-month period, the Consulting Term under this
         Agreement shall be deemed to have ended as of the close of business on
         the last day of such 12-month period. In the event of the Disability of
         Consultant resulting in the termination of the Consulting Term,
         Consultant shall be entitled to the full Consulting Fee and benefits
         provided for in Section 3 above for the period of such Disability, but
         shall not receive the Consulting Fee pursuant to Section 3.1 for a
         period in excess of 12 months after the onset of such Disability.
         Consultant's other compensation and benefits under this Agreement,
         including without limitation those provided pursuant to Section 3.4 but
         excluding those provided pursuant to Section 5.1(d)(iii), shall not be
         impaired or otherwise adversely affected by termination of Consultant's
         engagement on account of Disability.

                  5.3 Death. The death of Consultant shall result in the
         termination of the Consulting Term, and Consultant's Spouse, or if
         Consultant's Spouse predeceases him, the personal representative of the
         estate of Consultant or designated beneficiary shall be entitled to the
         benefits described in Section 3, including, without limitation, Section
         3.4. The Company shall not be obligated to pay Consultant's Spouse, or
         if Consultant's Spouse predeceases him, the personal representative of
         the estate of Consultant or designated beneficiary any sums of money
         pursuant to Section 3.1 other than a cash lump sum payment equal to the
         Consulting Fee due Consultant pursuant to Section 3.1 as of the date of
         death. Consultant's other compensation and benefits under this
         Agreement,





                                      -11-
<PAGE>   12


         including without limitation those provided pursuant to Section 3.4 but
         excluding those provided pursuant to Section 5.1(d)(iii), shall not be
         impaired or otherwise adversely affected by termination of Consultant's
         engagement on account of death.

                  5.4 Requirement of Bonus Payment In Certain Circumstances.

                      (a) In the event that Consultant is deemed to have
         received an excess parachute payment (as such term is defined in
         Section 280G(b) of the Code) which is subject to the excise taxes (the
         "Excise Taxes") imposed by Section 4999 of the Code in respect of any
         payment of compensation to Consultant from the Company pursuant to this
         Agreement, in whatever form, the Company shall make the Bonus Payment
         (as defined below) to Consultant promptly after the date on which
         Consultant received or is deemed to have received any excess parachute
         payments.

                      (b) The term "Bonus Payment" means a cash payment in an
         amount equal to the sum of (A) all Excise Taxes payable by Consultant,
         plus (B) all additional Excise Taxes and federal or state income taxes
         to the extent such taxes are imposed in respect of the Bonus Payment,
         such that Consultant shall be in the same after-tax position and shall
         have received the same benefits that he would have received if the
         Excise Taxes had not been imposed. For purposes of calculating any
         income taxes attributable to the Bonus Payment, Consultant shall be
         deemed for all purposes to be paying income taxes at the highest
         marginal federal income tax rate, taking into account any applicable
         surtaxes and other generally applicable taxes which have the effect of
         increasing the marginal federal income tax rate and, if applicable, at
         the highest marginal state income tax rate to which the Bonus Payment
         and Consultant are subject. An example of the calculation of the Bonus
         Payment is set forth below: Assume that the Excise Tax rate is 20%,
         that the highest federal marginal income tax rate is 40% and that
         Consultant is not subject to state income taxes. Assume that Consultant
         has received an excess parachute payment in the amount of $500,000, on
         which $100,000 in Excise Taxes are payable. The amount of the required
         Bonus Payment is $250,000. The Bonus Payment, less Excise Taxes of
         $50,000 and income taxes of $100,000, yields $100,000, the amount of
         the Excise Taxes payable in respect of the excess parachute payment.

                      (c) Consultant agrees to cooperate reasonably with the
         Company to minimize the amount of the excess parachute payments,
         including without limitation assisting the Company in establishing that
         some or all of the payments received by Consultant contingent on a
         change described in Section 280G(b)(2)(A)(i) of the Code are reasonable
         compensation for personal services actually rendered by Consultant
         before the date of such change or to be rendered by Consultant on or
         after the date of such change. In the event that the Company is able to
         establish that the amount of the excess parachute payments is less than
         originally anticipated by Consultant, Consultant shall refund to the
         Company any excess Bonus Payment to the extent not required to pay
         Excise Taxes or income taxes (including those incurred in respect of
         the payment of the Bonus Payment). Notwithstanding the foregoing,
         Consultant shall not be required to take any actions which his tax
         advisor advises him in writing (i) is improper or (ii) exposes
         Consultant to material personal liability, and Consultant may require
         the Company to deliver to



                                      -12-
<PAGE>   13


         Consultant an indemnification agreement in form and substance
         satisfactory to Consultant as a condition to taking any action required
         by this Section 5.4.

                      (d) The Company shall make any payment required to be made
         under this Agreement in cash and on demand. Any payment required to be
         paid by the Company under this Agreement which is not paid within five
         days of receipt by the Company of Consultant's demand therefor shall
         thereafter be deemed delinquent, and the Company shall pay to
         Consultant immediately upon demand interest at the highest nonusurious
         rate per annum allowed by applicable law from the date such payment
         becomes delinquent to the date of payment of such delinquent sum.

                      (e) In the event that there is any change to the Code
         which results in the recodification of Section 280G or Section 4999 of
         the Code, or in the event that either such section of the Code is
         amended, replaced or supplemented by other provisions of the Code of
         similar import ("Successor Provisions"), then this Agreement shall be
         applied and enforced with respect to such new Code provisions in a
         manner consistent with the intent of the parties as expressed herein,
         which is to assure that Consultant is in the same after-tax position
         and has received the same benefits that he would have been in and
         received if any taxes imposed by Section 4999 or any Successor
         Provisions had not been imposed.

         6. Arbitration.

            6.1 General. In the event that Consultant's engagement shall be
         terminated by the Company during the term of this Agreement and such
         termination is alleged to be for Just Cause, or Consultant's right to
         terminate his engagement for Good Reason under Section 5.1(c) shall be
         questioned by the Company, or for any other reason, or in the event of
         any other dispute arising under or in connection with this Agreement,
         Consultant shall have the right, in addition to all other rights and
         remedies provided by law, at his sole election either to seek
         arbitration in Houston, Texas under the rules of the American
         Arbitration Association (the "AAA") by serving a notice to arbitrate
         upon the Company or to institute a judicial proceeding in a court of
         competent jurisdiction located in Harris County, Texas. The arbitrator
         shall be selected by mutual agreement of the parties, if possible. If
         the parties fail to reach an agreement upon the appointment of an
         arbitrator within 30 days following the receipt by the Company of
         Consultant's desire to arbitrate, the arbitrator shall be selected from
         a panel or panels of persons submitted by the AAA. The selection
         process shall be that which is set forth in the AAA Commercial
         Arbitration Rules then prevailing. In the event that the Company
         institutes any legal proceeding against Consultant to resolve a dispute
         under this Agreement, Consultant shall have the right either to seek
         arbitration in Houston, Texas or to institute a judicial proceeding in
         a court located in Harris County, Texas, as provided in the preceding
         sentence, and the Company shall dismiss its proceeding or take such
         other action as may be reasonably requested by Consultant in order for
         such proceeding to be brought in the forum selected by Consultant in
         accordance with the preceding sentence. Any award rendered pursuant to
         this Section 6.1 shall be final and binding on the parties to this
         Agreement.



                                      -13-
<PAGE>   14

            6.2 Procedure. The Company shall have the burden of proving Just
         Cause for any discharge of Consultant under Section 6.1, and the
         Company shall have the burden of proving that Good Reason did not exist
         in respect of any resignation by Consultant. Judgment upon any award of
         any arbitrator may be entered in any court having jurisdiction, or
         application may be made to any such court for the judicial acceptance
         of the award and for an order of enforcement.

            6.3 Costs and Expenses. The Company shall pay the fees of any
         arbitrator, witnesses and such other expenses as may be generated by an
         arbitration, except Consultant's attorneys' fees, unless the arbitrator
         concludes that such arbitration procedure was not instituted in good
         faith by Consultant. In such event the arbitrator shall be empowered to
         allocate fees and assess costs and other expenses of the arbitration,
         except attorneys' fees, as the arbitrator may deem appropriate, bearing
         in mind the relative financial abilities of the parties and the
         respective merits of their positions.

         7. Non-Assignment. This Agreement shall not be assignable nor the
duties hereunder delegable by Consultant. None of the payments hereunder may be
encumbered, transferred or in any way anticipated. The Company shall not assign
this Agreement nor shall the Company directly or indirectly transfer (including
without limitation by merger, share exchange or consolidation) all or any
substantial part of the stock or assets of the Company without first obtaining
in conjunction with such transfer the express assumption of all of its
obligations in this Agreement by the successor, assignee or transferee and each
entity directly or indirectly controlling the Company or any such successor,
assignee or transferee.

         8. Remedies. Consultant acknowledges that the services he is to render
under this Agreement are of a unique and special nature, the loss of which
cannot reasonably or adequately be compensated for in monetary damages, and that
irreparable injury and damage will result to the Company in the event of any
default or breach of this Agreement by Consultant. Because of the unique nature
of the Confidential Information, Consultant further acknowledges and agrees that
the Company will suffer irreparable harm if Consultant fails to comply with his
obligations in Section 4 hereof and that monetary damages would be inadequate to
compensate the Company for such breach. Accordingly, Consultant agrees that the
Company will, in addition to any other remedies available to either of them at
law, in equity or, without limitation, otherwise, be entitled to injunctive
relief or specific performance to enforce the terms, or prevent or remedy the
violation, of any provisions of this Agreement. This provision shall not
constitute a waiver by the Company of any rights to damages or other remedies
which it may have pursuant to this Agreement or otherwise.

         9. Survival. The provisions of Sections 4.1, 4.2, 6 and 8 shall survive
the expiration or earlier termination of this Agreement.

         10. Notices. Any notices or other communications relating to this
Agreement shall be in writing and delivered personally or mailed by certified
mail, return receipt requested, to the party concerned at the address set forth
below:



                                      -14-
<PAGE>   15

             If to the Company:      Kent Electronics Corporation
                                     7433 Harwin Drive
                                     Houston, Texas 77036
                                     Attn: Chief Executive Officer

             If to Consultant:       At his residence address as maintained by
                                     the Company in the regular course of its
                                     business.

Either party may change the address for the giving of notices at any time by
notice given to the other party under the provisions of this Section 10.

         11. Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes all
prior written and oral and all contemporaneous oral agreements, understandings
and negotiations with respect to the subject matter hereof. This Agreement may
not be changed orally, but only by an agreement in writing signed by both
parties.

         12. Construction. This Agreement shall be governed under and construed
in accordance with the laws of the State of Texas, without regard to the
conflicts of laws principles thereof. The paragraph headings and captions
contained herein are for reference purposes and convenience only and shall not
in any way affect the meaning or interpretation of this Agreement. It is
intended by the parties that this Agreement be interpreted in accordance with
its fair and simple meaning, not for or against either party, and neither party
shall be deemed to be the drafter of this Agreement.

         13. Severability. If any portion or provisions of this Agreement is
determined to be invalid, illegal or unenforceable, the remaining portions or
provisions hereof shall not be affected.

         14. Binding Effect. The rights and obligations of the parties under
this Agreement shall be binding upon and inure to the benefit of the permitted
successors, assigns, heirs, administrators, executors and personal
representatives of the parties.

         15. Other Agreements. Upon the execution of this Agreement, Consultant
shall no longer be an employee of the Company. All other agreements or
arrangements of the Company with or for the benefit of the Consultant in effect
on the date hereof shall remain effective, including but not limited to the
obligations of the Company under the Employment Agreement, the Medical Benefits
Agreement and that certain Agreement dated March 16, 1993 between the Company
and Consultant requiring a Bonus Payment in the event Consultant is deemed to
have received an excess parachute payment under Section 280G of the Code, and
the parties hereto agree that such agreements shall be unaffected except as
expressly modified by this Agreement. The parties agree that sections 1 and 3 of
the Medical Benefits Agreement are no longer of any effect, such sections being
superseded by the provisions hereof.




                                      -15-
<PAGE>   16


         IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the date first written above.



                             /s/ Morrie K. Abramson
                             ---------------------------------------
                             Morrie K. Abramson


                             KENT ELECTRONICS CORPORATION


                             By: /s/ Larry D. Olson
                                 -----------------------------------
                                 Larry D. Olson
                                 Chief Executive Officer and President


                                      -16-