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                                                                    EXHIBIT 10.2

                          KENT ELECTRONICS CORPORATION


                              AMENDED AND RESTATED
                             1998 STOCK OPTION PLAN

                          KENT ELECTRONICS CORPORATION
                              AMENDED AND RESTATED
                             1998 STOCK OPTION PLAN

                                   ARTICLE 1

                                      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 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 2

                                  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




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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.

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

            (i) a merger or consolidation of the Company with or into another
         corporation in which the Company shall not be the surviving corporation
         (for purposes hereof, the Company shall not be deemed the surviving
         corporation in any such transaction if, as the result thereof, it
         becomes a wholly-owned subsidiary of another corporation) or the Stock
         is converted into other securities, cash or other property in
         connection with such merger or consolidation;

            (ii) any sale of all or substantially all of the assets of the
         Company;

            (iii) the complete liquidation of the Company; or

            (iv) the acquisition of "beneficial ownership" (as defined in Rule
         13d-3 under the 1934 Act) of securities of the Company representing
         more than 30% of the combined voting power of the Company's then
         outstanding securities (other than through a merger or consolidation or
         an acquisition of securities directly from the Company) by any
         "person," as such term is used in Sections 13 (d) and 14 (d) of the
         1934 Act other than the Company, any trustee or other fiduciary holding
         securities under an employee benefit plan of the Company, or any entity
         owned directly or indirectly by the stockholders of the Company in
         substantially the same proportion as their ownership of stock of the
         Company .

         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.


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         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 STOCK OPTION" means an option that satisfies the
requirements of Section 422 of the Code.

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

         2.13 "NONQUALIFIED OPTION" means an option granted under the Plan which
shall not satisfy the requirements of Section 422 of the Code.

         2.14 "OPTION" means a Nonqualified Option granted under the Plan to
purchase shares of Stock.

         2.15 "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.

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

         2.17 "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.

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

         2.19 "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.

                                   ARTICLE 3

                                   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





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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.

                                   ARTICLE 4

                     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




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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 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 5

                                     OPTIONS

         5.1 TYPE OF OPTION. The Administrator shall grant only Nonqualified
Options under the Plan. The Administrator shall not grant any Incentive Stock
Options under the Plan.



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         5.2 OPTION PRICE. The price per share at which shares of Stock may be
purchased under an 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.

         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.

         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) either through actual delivery of shares
of Stock or through attestation, shares of Stock at its Fair Market Value equal
to the Option Price of the shares on the date of exercise, (c) an irrevocable
authorization directing a brokerage firm acceptable to the Company to sell
shares of Stock (or a sufficient portion of the shares) acquired upon exercise
of the Option and remit to the Company a sufficient portion of the sale proceeds
to pay the entire purchase price and any tax withholding resulting from such
exercise, and/or (d) 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. 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 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






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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 OF CONTROL. On a date at least 30 days prior to the
effective date of a Change of 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 (iv) of the definition of Change of
Control, either (a) after the effective date of such Change of 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 of Control, or (b) all outstanding Options may be canceled by the
Board as of the effective date of the Change of 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 might be set forth in the Option Agreement) during a
30-day period preceding the effective date of the Change of Control.

                                   ARTICLE 6

                                 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



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granted to any Non-Employee Director. All questions of interpretation and
application of the Plan and Options granted hereunder 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 at a meeting at which a quorum is present
or by unanimous written consent. 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. 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) prescribe, 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.

         The Committee or the Board may at any time offer to buy out for payment
in cash or shares of Stock, an Option previously granted, based on such terms
and conditions as the Committee shall establish and communicate to the Optionee
at the time that such offer is made; provided, however, that the Optionee shall
have no obligation by virtue of this provision to accept this offer.

         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.




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                                   ARTICLE 7

                        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 no amendment, suspension
or termination of the Plan shall alter or impair any Option without consent of
the holder thereof.

                                   ARTICLE 8

                                 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, or in lieu thereof, to retain, or sell without notice, a
sufficient number of such shares to cover the amount required to be withheld. 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 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.




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         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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