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                                SHAREHOLDERS AGREEMENT


BETWEEN:

-   SONEPAR ELECTRONIQUE INTERNATIONAL (SEI), a French limited liability
    company with its registered office at 2, rue de la Tour des Dames (75009)
    FRANCE, represented by  , in this duly authorized by,

    and

-   SEI INVESTMENTS BV, a Dutch company having its registered office at 2,
    Takkebisters BREDA (THE NETHERLANDS), represented by  , in this duly
    authorized by,

    and

-   MARSHALL INDUSTRIES (MI or MARSHALL), a California corporation having its
    registered office at 9320 Telstar Avenue, El Monte, California 91731,
    U.S.A., represented by   , in this duly authorized by,

    and

-   [MARSHALL INDUSTRIES SUBSIDIARY] (Marshall Subsidiary), a Dutch company
    having its registered office .... (The Netherlands), represented
    by ........ , in this duly authorized by ........... .


Whereas

    -    SEI holds the entire issued capital of SEI Management BV which company
         in its turn holds the entire issued share capital of SEI Investments
         BV, both companies being private companies with limited liability,
         established under the laws of the Netherlands.

    -    EUROTRONICS BV, a private company with limited liability, established
         under the laws of the Netherlands (hereinafter "the Company") with
         several subsidiaries as described per Appendix 1 is a wholly
         controlled subsidiary of SEI Investments BV.

    -    SEI.  SEI Management BV, SEI Investments BV, the Company and the
         Company's subsidiaries form a group of companies ("group") as
         defined in article 2:24(b) of the Dutch Civil Code (aforementioned
         companies as such individually "Sonepar Group-company" and
         collectively "Sonepar Group-companies).

    -    MI holds the entire issued capital of Marshall Subsidiary.

    -    In 1994, SEI and MI, hereafter referred to as "the Parties" agreed
         to form a strategic alliance between them with the purpose to improve
         operation of their electronic distribution businesses respectively
         located for MI in the USA and for SEI in Europe and in particular to
         serve the fast and strong globalization process in this industry.

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    -    In the meantime the parties have strengthened their links throughout:

                   a    EDP common task forces and investigations
                   b    Franchise mutual support
                   c    I.T. development especially on Internet
                   d    Inventory management skill exchanges
                   e    Mutual participation at their Boards
                   f    Regular meetings between their CEO's
                   g    Joint Executive video-conference

    -    In the past three years each Party has led its own development in full
         agreement and understanding of the other, such as further strategic
         alliances with WYLE for MARSHALL or with JAKOB HATTELAND ELECTRONIC
         for SEI.

    -    The Parties have agreed to achieve a capital association to be
         implemented through the Company as their joint venture company, where
         MARSHALL will hold a minority stake.

    -    The Parties hereto have accordingly resolved to enter into this
         agreement (hereinafter : "this/the Agreement") on the terms
         hereinafter set forth to establish further specific rules and rights
         under which they want to bind their capital association, in complement
         to the articles of association of the Company.

It is hereby agreed as follows:


Article 1 - EUROTRONICS B.V.

1.1    SEI, as the ultimate beneficiary of the Company, commits itself to cause
its group company SEI INVESTMENTS B.V.;

(a)    to enter into an agreement with MARSHALL regarding the contribution to 
be made by MARSHALL Subsidiary of its 99.5% shareholding in EUROTRONICS SAS, 
a limited liability company established under the laws of France, having its 
registered seat at 2, rue de la Tour des Dames (75009) PARIS (considered 
after conversion by MARSHALL INDUSTRIES of its loan in EUROTRONICS SAS) in 
the capital of the Company (the "Contribution") in consideration of the 
BV-shares as defined hereunder issued to MARSHALL Subsidiary.  The terms and 
conditions of the Contribution shall be integrated in the deed of share issue 
as referred to in Article 2 below.

(b)    to adopt in its capacity of sole shareholder of the Company a 
resolution:

(i)    to issue 28,800 common shares with a par value of NLG 1,000 (in words 
one thousand Dutch Guilders) each in the capital of the Company ("BV-Shares") 
to MARSHALL Subsidiary, with the exclusion of any pre-emptive rights of SEI 
INVESTMENTS BV or any other SONEPAR Group-company or third party:

(ii)   to appoint Mr. Robert RODIN and Mr. Gordon MARSHALL to the Supervisory 
Board of the Company as per the Completion Date (as defined in article 2 of 
this Agreement), such appointment being made to give effect to the provisions 
of article 3.1 of this Agreement.

1.2    A copy of the articles of association of the Company as presently in 
force, the draft of the aforementioned shareholders resolution and the draft 
of the notarial deed of share issue as referred to in article 2 below are 
attached as Appendixes 2, 3 and 4 respectively.

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Article 2 - SHARE ISSUE EUROTRONICS BV

As soon as practicable after the formation of MARSHALL Subsidiary, or any 
other date to be agreed to by MARSHALL, SEI and the Company (the "Completion 
Date"), Marshall Subsidiary and the Company will appear before the Civil Law 
Notary Frank E. ROOS, practising in Rotterdam, or his substitute to execute a 
notarial deed whereby the Company shall issue new BV-shares to MARSHALL 
Subsidiary (The Completion").  The BV-shares shall represent 16% of the total 
issued share capital of the Company.

Article 3 - MANAGEMENT OF THE COMPANY

3.1    The management of the business and affairs of the Company will be 
supervised by a Board of Supervisory Directors (Raad van Commissarissen) 
("Supervisory Board") that the shareholders shall cause to be composed of a 
minimum of five Supervisory Directors.  Notwithstanding paragraph 7 of 
Article 14 of the Articles of the Company during the term of this Agreement 
the shareholders shall cause the Supervisory Board to be constituted as 
follows:

a) two members of the Supervisory Board shall be appointed, dismissed and 
suspended by the General Meeting upon binding nomination for appointment, 
dismissal, or suspension by MARSHALL Subsidiary.  The first two members to be 
so nominated by MARSHALL Subsidiary will be Robert Rodin and Gordon Marshall.

b) all rights and provisions for members of the Supervisory Board granted to 
existing members, excluding the Chairman of the Supervisory Board, shall 
apply to the members nominated by Marshall Subsidiary.

c) each Party shall ensure that the General Meeting shall vote in favour of 
the appointment of the candidates nominated in accordance with this clause as 
members of the Supervisory Board.

d) each vacancy in the Supervisory Board by a member appointed pursuant to 
paragraph (a) above shall upon request of either the Supervisory Board or the 
General Meeting be filled by appointment by the General Meeting of a 
candidate, nominated by MARSHALL Subsidiary.

3.2    The Shareholders will, in accordance with the articles, appoint the 
single Managing Board member who will be entrusted as the Chief Executive 
Officer of the Company with all powers to run the business subject to the 
restricted operations requiring either Supervisory Board or Shareholders 
prior consent.

Article 4 - VETO RIGHT

SEI and MI intend to give the representatives of MARSHALL Subsidiary 
participating in the Supervisory Board of the Company a veto right with 
regard to certain matters.  Therefore, it has been provided in article 14, 
paragraph 4 juncto paragraph 7 of the articles of association of the Company 
that the unanimous approval of the Supervisory Board - of which pursuant to 
the provisions of this agreement the nominees of MARSHALL Subsidiary are 
members -will be required for resolutions relating to those matters set forth 
in such Article 14.  Thus, all matters described in paragraph 4 of article 14 
of the Articles of Association of the Company that require the prior approval 
of the Board of Supervisory Directors shall only be passed if such approval 
is granted by the Board of Supervisory Board by a unanimous vote with the two 
MARSHALL Subsidiary appointees to the Board voting in favour of such action.

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Article 5 - BASIC FINANCIAL INFORMATION

SEI or SEI Investments shall, or shall cause the Company, to provide to 
MARSHALL reports on and copies of the audited yearly financial statements of 
all the SEI Group companies and of both the quarterly and yearly combined non 
audited statements by country.

Article 6 - RIGHT OF 1ST REFUSAL

6.1    The articles of the Company contain a right of first refusal provision 
which states the Dutch corporate law procedures in this matter.  However, the 
parties' will goes beyond the Dutch corporate law constraints as far as right 
of first refusal is concerned, as set forth in this Article 8.

6.2    The parties agree that if a shareholder wishes to transfer any or all 
of its shares in the Company to a third party (where none of the conditions 
set forth in paragraph 16 of Article 12 of the Articles of the Company apply 
to such shareholder), that shareholder wishing to transfer its shares shall 
waive its right under paragraph 8 of Article 12 of the Articles of the 
Company to require that the price of the allotted shares be determined by the 
experts and accordingly, the price of the allotted shares shall be the price 
mentioned in paragraph 2 of Article 12 of the Articles of the Company.

6.3    The parties agree that if there are purchasers for shares being 
offered, the parties shall cause the Board of Managing Directors to make the 
allotment pursuant to paragraph 5 of Article 12 of the Articles of the 
Company within seven days after all of the shareholders who have the right to 
purchase have notified the Board of Managing Directors whether they exercise 
their right of purchase rather than within seven days of the expiry of the 
allotment term.

6.4    The parties agree that the transfer of shares to purchasers and 
simultaneous payment of the purchase price as provided in paragraph 13 of 
Article 12 of the Articles of the Company shall be made within seven days of 
the expiry of the term within which the transferor could withdraw his offer 
rather than within thirty days of such date.  If any of the events set forth 
in Paragraph 16 of Article 12 of the Articles of the Company occurs with 
respect to any direct or indirect parent company of a shareholder, the 
provisions of Article 12 of the Articles of the Company shall apply fully as 
though such event occurred with respect to such shareholder, thereby giving 
the other shareholders the right of first refusal described in such Article 
12.

6.5    Where the application term of 180 days is reduced to 60 days if less 
than a fourth of the nominal issued capital is offered as provided in 
paragraph 4 of Article 12 of the Articles of the Company, there shall be a 
minimum term of six months between each enforcement of such provision.

6.6    Where shares become available after initial allotment because a 
shareholder fails to exercise its right of purchase pursuant to paragraph 11 
of Article 12 of the Articles of the Company, and as a result, paragraphs 3 
up to and including 7 of Article 12 of the Articles of the Company apply 
mutatis mutandis with respect to the shares that have become available, a 
determination of the price shall not take place again and the initial 
application term period in which to respond with respect to such additional 
shares that have become available shall be 30 days rather than 180 days.

6.7    Notwithstanding the right of first refusal provisions set forth in the 
Articles of the Company, SEI Investments BV and MARSHALL Subsidiary shall be 
entitled to sell and transfer its shares in the Company to any other company 
or entity wholly controlled by it and the other party shall in applying the 
preemptive right contained in the articles of association of the Company 
fully cooperate in effecting such sale and transfer.

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Such sale and transfer would be on the conditions precedent that:

- the transferee shall purchase and accept all shares held by the transferor. 
- the transferee accedes to this agreement, assumes from the transferor any 
and all obligations arising in connection with this agreement; and 
- the transferor fully guarantees the timely complete and correct performance by
the transferee of any and all obligations arising in connection with this 
agreement.

6.8    If the Company desires to sell any of its shares in the SEI-Group 
companies listed in appendix 1 or any additional companies acquired in the 
electronic business in Europe, it shall give written notice to MARSHALL of 
its intention as described in article 12 of the articles of association of 
the Company and Marshall shall have such right of first refusal as described 
in said article except for the application term mentioned in Article 12.4 
which will be reduced to 45 days in both cases.

6.9    No transfers of shares of intermediate holding companies of the 
Company may be made by either party which circumvent the rights of first 
refusal set forth in the Articles of the Company and this Shareholders 
Agreement.  In furtherance thereof: (a) at all times during which any company 
or entity controlled by SEI is the owner of shares of the Company (including 
but not limited to SEI Investments BV), one hundred percent (100%) of the 
equity interest of such company or entity shall be owned by SEI or its direct 
or indirect wholly-owned subsidiaries: and (b) at all times during which a 
company or entity controlled by MI (including but not limited to MARSHALL 
Subsidiary) is the owner of shares of the Company, one hundred percent (100%) 
of the equity interest of such company or entity shall be owned by MARSHALL 
or its direct or indirect wholly-owned subsidiaries.

Article 7 - BUYOUT PROPOSAL

At any time after two (2) years from the Completion Date, MARSHALL shall have 
the option of making an offer to purchase the remaining shares of the Company 
that it does not own from SEI INVESTMENTS BV or any SEI-Group company to 
which such shares may have been transferred according to this Agreement.  SEI 
shall have up to six (6) months from the date of this offer to either accept 
or reject the offer for and on behalf of such entity or entities.  If the 
offer is not accepted by SEI, then SEI must purchase the Company's shares 
owned by MARSHALL Subsidiary or any of its affiliates to which such shares 
may have been transferred according to this Agreement, at the price offered 
by MARSHALL or cause such purchase to be made by the appropriate SEI-Group 
company.

Article 8 - MARSHALL STOCK OPTION

Concurrently with Completion Date: (a) MARSHALL will grant SEI INVESTMENTS 
B.V. an option to purchase MARSHALL common stock in the form evidenced in 
Exhibit 5; and (b) SEI shall assign and transfer all of its right, title and 
interest in and to the Registration Rights Agreement dated as of September 
15, 1994 between MI and SEI to SEI INVESTMENTS BV and MI will execute all 
necessary documents to affect the option under a Registration Rights 
Agreement. Such Registration Rights Agreement shall not be assignable or 
transferable by SEI Investments BV.

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Article 9 - GOOD FAITH

The parties hereto agree that they shall use their best efforts and take all 
such steps as may reasonably be within their power, so as to cause the 
Company to comply with and act in a manner specified by the provisions of 
this Agreement: and so as to implement the provisions of this Agreement to 
the full extent permitted by laws and shall cause its respective nominees as 
members of the Supervisory Board of the Company to act accordingly.  In 
entering into this Agreement, the parties hereto recognise that it is 
impracticable to make provisions for every contingency that may arise in the 
course of performance hereof.  Accordingly, the parties hereby declare it to 
be their intention that this Agreement shall operate between them with 
fairness and without detriment to the interests of either of them, and if in 
the course of the performance of this Agreement unfairness to either party is 
disclosed or anticipated then the parties hereto shall use their best efforts 
to agree upon such action as may be necessary and equitable to remove the 
cause or causes of the same.

Article 10 - EXCLUSIVITY / NON COMPETITION

Except through the Company, MARSHALL agrees that it shall not own or 
establish a company or business based in Europe that competes with SEI-Group 
companies in the electronics distribution business: provided however, that 
MARSHALL may own or establish businesses to provide service, product and/or 
logistical support in Europe due to customer or vendor requirements that SEI 
cannot provide.

SEI agrees that it shall not own, invest in, conduct or otherwise be 
associated with any electronics distribution business in Europe other than 
through the Company.  Except through MARSHALL, SEI agrees that it shall not 
own or establish a company or business based in North America that competes 
with MARSHALL in the electronics distribution business; provided however, 
that SEI may own or establish business to provide service, product and/or 
logistical support in North America due to customer or vendor requirements 
that MARSHALL cannot provide.

Article 11 - TERMINATION OF AGREEMENT

This Agreement shall be terminated upon the occurrence of one of the 
following events:

(i)    a written agreement of MARSHALL and SEI
(ii)   at such times as:
a.     none of MARSHALL or any of its wholly-owned subsidiaries is a
       shareholder of the Company or,
b.     none of SEI or any of its wholly-owned subsidiaries is a shareholder of
       the Company.


Article 12 - NOTICES

Any notice or other communication required or permitted to be given under 
this Agreement shall be in writing and signed by or on behalf of the party 
giving notice and shall be given either personally, by overnight courier 
service, by facsimile transmission or by registered or certified mail, return 
receipt requested, first-class postage prepaid, or by other means of written 
communication, addressed to such other party at the address appearing below.  
A notice to a party delivered other than by mail shall be deemed to have been 
given at the time it is actually received by the part to whom notice is given.


All notices are to be sent as follows:

if to MARSHALL or MARSHALL Subsidiary: to the attention of Mr. Robert RODIN 
c/o MARSHALL INDUSTRIES (MI), 9320 Telstar Avenue, El Monte, California 
91731, U.S.A.

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With a copy to : D. Stephen Antion, O'Melveny & Myers, 400 South Hope Street, 
Los Angeles, California 90071, U.S.A.,

If to SEI : to the attention of Monsieur Jose MENENDEZ c/o SONEPAR 
ELECTRONIQUE INTERNATIONAL (SEI), 2. rue de la Tour des Dames (75009) FRANCE.

If to SEI INVESTMENTS BV : to the attention of Mr Jean FRIBOURG c/o SEI 
INVESTMENTS BV, 2. Takkebisters BREDA (THE NETHERLANDS).

With a copy to : Mr Gerard PEN, Coopers & Lybrand, Marten Meesweg 25, PO Box 
8800, 3009 AV Rotterdam, THE NETHERLANDS.

Article 13 - FURTHER ASSURANCES

The parties hereto shall execute any additional documents or amendments to 
documents and shall take any further actions that may be necessary to carry 
out the terms of this Agreement.  If there is any conflict between any 
provision of this Agreement and any such document, including those attached 
in Exhibits hereto, the provisions of this Agreement shall prevail.

Article 14 - COUNTERPARTS

This Agreement may be executed in one or more counterparts, and when executed 
by each of the parties signatory hereto, said counterparts shall constitute a 
single valid agreement through each of the signatory parties may have 
executed separate counterpart hereof.

Article 15 - SUCCESSORS


This Agreement is binding upon and shall insure to the benefit of the parties 
hereto and to their respective successors, assigns, personal representatives, 
heirs and legatees.

Article 16 - GOVERNING LAW

This agreement is made under and shall be construed pursuant to the laws of 
the Netherlands.

Article 17 - INTEGRATION

17.1   This Agreement together with all appendixes as enunciated along the 
above articles sets forth the entire understandings of the parties with 
respect to the subject matter hereof and supersedes all prior or 
contemporaneous agreements of the parties whether oral or written with 
respect to the subject matter hereof.

The parties understand and agree that the subject matter hereof does not 
relate to prior agreements solely between MARSHALL and SEI which relate to 
matters other than corporate governance and action by shareholders of 
Eurotronics BV.

17.2   In the event of any discrepancy, between the provisions of this 
agreement and those of the articles of association of the Company, the former 
shall prevail.

Article 18 - EUROTRONICS S.A.S.

Without MARSHALL's prior written consent, SEI will not, and will not permit 
any of its affiliates, to liquidate or otherwise dispose of the shares of 
EUROTRONICS SAS or any of the assets of EUROTRONICS SAS for at least 10 years 
from the Completion Date, except that EUROTRONICS SAS may dispose of shares 
of Bloomers Electronics Ltd. and/or SEI Electronics Purchasing GmbH.

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Article 19 - SUBSEQUENT SHAREHOLDERS AGREEMENT

If either shareholder offers its shares to the other shareholder pursuant to 
any of the right of first refusal provisions of the Articles of Association 
of the Company, as amended by this Shareholders Agreement, and the 
shareholder(s) having the right of first refusal elects not to exercise their 
right of first refusal, the transfer of the shares by the offering 
shareholder to the third party (the "Transferee") shall be on the condition 
precedent that the Transferee shall enter into an agreement (the "Subsequent 
Shareholders Agreement" ) with the remaining shareholders(s) whereby the 
Transferee agrees:

(a) to become a party to and be bound by Sections 6.2, 6.3, 6.4, 6.5, 6.7, 
6.8, 6.9 and 6.10 of Article 6 of this Shareholders Agreement and Article 18 
of this Shareholders Agreement, mutatis mutandis;

(b) that so long as MARSHALL subsidiary or any of its affiliates is a 
shareholder of the Company, the transferee shall be bound by the provisions 
of Section 3.1 of Article 3 of this Shareholders Agreement;

(c) to be bound by the provisions of Article 10 of this Shareholders 
Agreement; provided, however that the part of the second sentence of the 
second paragraph that reads "Except for its ownership in MARSHALL" shall be 
deleted if it is SEI or its affiliate that is transferring the shares; and

(d) that any subsequent transferee to whom the Transferee transfers its 
shares in accordance with the Articles of the Company and the Subsequent 
Shareholders Agreement shall be bound by the Subsequent Shareholders 
Agreement.

Article 20 - INVALID PARTS

If part of this Agreement or any right pursuant to this Agreement is invalid 
or unenforceable, this shall not in any way affect the remaining terms or 
rights. Parties shall replace the invalid or unenforceable part with valid 
provisions containing the same purpose and goal as the replaced part.

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                                  LIST OF APPENDIXES





       1.     List of the direct subsidiaries of EUROTRONICS BV


       2.     Articles of Association of EUROTRONICS BV


       3.     Shareholders Resolution


       4.     Notarial Deed of Share Issue


       5.     SONEPAR ELECTRONIQUE INTERNATIONAL's option on
              MARSHALL INDUSTRIES' shares