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                                                                    EXHIBIT 4.11

Private and Confidential

                             Dated 24 November, 1994

                             FARNELL ELECTRONICS PLC

                                     - and -

                             -ANDREW CHARLES FISHER

                                SERVICE AGREEMENT

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                                      INDEX

<TABLE>
<CAPTION>
Clause
------
<S>                         <C>
   1                        INTERPRETATION
   2                        APPOINTMENT AND TERM OF EMPLOYMENT
   3                        DUTIES OF THE EXECUTIVE
   4                        HOURS OF WORK
   5                        SALARY, BONUS, BENEFITS, ETC
   6                        PLACE OF WORK
   7                        TERMINATION OF (AND SUSPENSION FROM) EMPLOYMENT
   8                        RECONSTRUCTION
   9                        DIRECTORSHIPS
  10                        CONFIDENTIAL INFORMATION
  11                        OTHER BUSINESS INTERESTS
  12                        POST-TERMINATION COVENANTS
  13                        MISREPRESENTATION
  14                        DISCIPLINE AND GRIEVANCE PROCEDURE
  15                        INVENTIONS AND COPYRIGHT
  16                        PREVIOUS AGREEMENTS
  17                        GENERAL
  18                        NOTICES
  19                        LAW AND JURISDICTION
</TABLE>

                            THE SCHEDULE

<PAGE>

DATED AND DELIVERED:                            1994

PARTIES:

(1)   FARNELL ELECTRONICS PLC (No. 876412) whose registered office is at Farnell
      House, Forge Lane, Leeds, LS12 2NE ("the Company"); and

(2.)  ANDREW CHARLES FISHER of 5 Esholt Avenue, Guiseley, Leeds, LS20 8AX ("the
      Executive").

THE PARTIES AGREE as follows:-

1.    INTERPRETATION

1.1   Where reference is made to a statutory provision this includes all prior
      and subsequent enactments, amendments and modifications relating to that
      provision and any regulations made under it.

1.2   These words shall have the following meanings:-

Word                                               Meaning

"Associated Company"        (i) a company (wheresoever incorporated) having an
                            issued share capital of which 25% is beneficially
                            owned by the Company or any group Company (as herein
                            before defined) such ownership being held directly
                            or through another company or companies; or

                            (ii) a company (wheresoever incorporated) to which
                            the Company or any Group Company renders any
                            managerial, administrative or technical services.

"the Board"                 the board of Directors of the Company and any
                            committee of the Board appointed by it;

"Copyright"                 copyright, design right and all other rights of a
                            like nature;

"Copyright Work"            any works including but not limited to literary,
                            dramatic, musical or artistic works, sound
                            recordings, films, broadcasts or programmes,
                            typographical arrangements and design which are
                            created during the course of this Agreement by the
                            Executive alone or jointly together with others

<PAGE>

                            relating directly or indirectly to any aspect of the
                            business of the Company and where Copyright subsists
                            in or in respect of such works;

"Group Company"             the Company and any subsidiary or holding company
                            (as these expressions are respectively defined in
                            Section 736 of the Companies Act 1985 of the Company
                            from time to time or any subsidiary (as so defined),
                            of any such holding company from time to time and
                            any Associated Company as above defined;

"the Group"                 the group of companies comprising every Group
                            Company;

"Invention"                 any invention, discovery or improvement which
                            relates, or which may relate, to any product,
                            service, process, equipment, system or activity of
                            the Company and of any Group Company;

"Original Copyright Work"   the first and original Copyright Work in whatever
                            form;

"recognised                 shall bear the meaning attributed to it under
investment exchange"        Section 207 of the Financial Services Act, 1986.

2.    APPOINTMENT AND TERM OF EMPLOYMENT

2.1   The Executive shall be employed by the Company in the capacity and any
      other roles indicated in Part B of the Schedule attached (subject to this
      Agreement) with effect from 1 December 1994 until and unless his
      employment is terminated by the Company giving to the Executive the notice
      specified in Section 1 of Part E of the Schedule attached or the Executive
      giving to the Company the notice specified in Section 2 of Part E of the
      Schedule attached or otherwise provided for in this Agreement but subject
      always to the provisions for prior or immediate determination herein
      contained.

2.2   Notwithstanding the provisions of Clause 2.1 hereof the Company shall be
      entitled to discharge any obligation to the Executive in relation to any"
      unexpired portion of the term referred to in Clause 2.1 or any notice
      required to be given thereunder or pursuant to Clause 7.4 hereof by making
      a payment in lieu thereof.

<PAGE>

2.3   During any period of notice of termination given by the Executive to the
      Company the Company may at any time or for any time (including for a
      period which may at the Company's discretion be for less than the said
      notice period) suspend the Executive from the performance of his duties
      and/or require him to stay away from (a) any premises; (b) any employees,
      officers, customers or suppliers, of the Company or any Group company, but
      salary, bonuses and other benefits will not cease to be payable by reason
      only of that suspension or exclusion of the Executive (unless or until his
      employment under this Agreement shall be terminated under any provision of
      this Agreement). Notwithstanding the provisions of Clause 2.1 and Clause 3
      and without prejudice to the terms of Clause 2.2 the Company shall not be
      under any obligation to vest in or assign to the Executive any powers or
      duties or to provide any work for the Executive during such period of
      suspension of the Executive.

3.    DUTIES OF AN EXECUTIVE

3.1   In his capacity as Executive of the Company the Executive shall be
      responsible to the Board for the duties described and shown in Part B of
      the Schedule attached or in such other capacity as the Company may require
      consistent with his appointment hereunder subject to the terms of this
      Agreement.

3.2   The Executive may be required to perform services not only for the Company
      but also for any Group Company and any Associated Company and without
      further remuneration (except as may otherwise be agreed) to accept such
      offices with them as the Board may require and to forthwith relinquish
      such offices on request (by written resignation if required by the
      Company) without compensation. During the course of his employment the
      Executive shall use his best endeavours to promote the interests of the
      Company and the Group, giving at all times the full benefit of his
      knowledge, expertise and skill. He shall perform the duties and exercise
      the powers consistent with such office and those which may from time to
      time be assigned to or vested in him by the Board and shall give to the
      Board all such information regarding the affairs of the Company and the
      Group as it shall require and shall at all times conform to the reasonable
      instructions or directions of the Board and implement and apply the policy
      of the Company as determined by the Board from time to time.

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4.    HOURS OF WORK

The Executive shall, unless prevented by ill-health and except during holidays
(to be taken in accordance with the provisions set out in the Schedule
attached), devote the whole of his working time and attention to the service of
the Company. The normal business hours of the Company are as stated in Part C of
the Schedule hereto and shall apply to the Executive provided that the Executive
shall work such further hours as may be necessary for the proper discharge of
his duties and he shall not be entitled to receive any additional remuneration
for work outside normal business hours (except as may otherwise be agreed).

5.    SALARY, BONUS, BENEFITS, ETC

During the continuance of his employment the Executive shall be paid in
accordance with the provisions set out in Parts A, B, C and D of the Schedule
attached hereto and which forms a part of this Agreement.

6.    PLACE OF WORK

The Executive's duties shall relate primarily to the United Kingdom but shall
include travel abroad if so required by the Company. The Executive's principal
place of Work as at the date of this Agreement shall be at the location
specified in Part C of the Schedule. The Company reserves the right to change
the Executive's principal place of work to any other location within the United
Kingdom. In the event that the Company requires the Executive to work
principally at a location which in the opinion of the Board is situated at a
substantially greater distance from his normal place of residence than is his
principal place of work as at the date hereof, the Company may elect that the
Executive shall for the better performance of his duties relocate himself and
change his normal place of residence to a place nearer to his new principal
place of work, in which case the Executive shall be given such financial
assistance in relation to the expenses incurred by the Executive in effecting
such change as the Company shall deem fair and reasonable and as laid down in
guidelines presently approved by the Board (but which the Board reserves the
right on behalf of the Company to amend from time to time). In the event that
the Executive shall decline to relocate himself and change his normal place of
residence the Company shall be entitled to terminate this Agreement by the
notice specified in Section 3 of Part E of the Schedule. During his employment
the Executive shall travel at the Company's expense to such places and in such
manner as the Board may reasonably require.

<PAGE>

7.    TERMINATION OF AND SUSPENSION FROM EMPLOYMENT

7.1   Notwithstanding any other provision of this Agreement, the Executive's
      employment shall terminate automatically and without prior notice if the
      Executive shall reach the retirement age applicable to the Executive as
      specified in Part C of the Schedule attached hereto.

7.2   Notwithstanding any other provision of this Agreement, if the Executive
      shall:-

7.2.1 fail or neglect efficiently and diligently to carry out his duties or be
      guilty of any material or persistent breach or non-observance of any of
      the provisions of this Agreement;

7.2.2 be guilty of gross misconduct;

7.2.3 be convicted of any criminal offence (excluding (1) an offence under road
      traffic legislation in the United Kingdom and elsewhere for which he is
      not sentenced to any term of imprisonment whether immediate or suspended
      and (2) any offence which in the opinion of the Board is a technical
      infringement of UK or foreign laws committed without intention by the
      Executive during the bona fide performance of his duties for the Company);

7.2.4 be made the subject of a bankruptcy order or have a receiving order or an
      administration order made against him or make any composition with his
      creditors or otherwise take advantage of any statute from time to time in
      force offering relief for insolvent debtors; or

7.2.5 be disqualified from being or cease to be qualified to be a director by
      reason of the Articles of Association of the Company from time to time
      (save (1) where such disqualification arises from non re-election as
      director following resignation by rotation under the Articles of
      Association of the Company (2) where the director has been removed by
      ordinary resolution of the shareholders of the Company in general meeting
      (but not further or otherwise)) or an order made by any court or under any
      legislation from time to time in force;

<PAGE>

      the Company may in any such case by written notice to the Executive
      forthwith terminate the Executive's employment without any obligation to
      pay any further sums to the Executive whether by way of compensation,
      damages or otherwise in respect of any notice period or any unexpired
      period of this Agreement, provided that any such termination shall be
      without prejudice to any other rights of the Company.

7.3   It shall be a fundamental term of this Agreement that the Executive
      complies at all times with the "Model Code for Securities Transactions By
      Directors of Listed Companies" issued by authority of the Council of The
      Stock Exchange. Breach of such Code by the Executive shall constitute
      "gross misconduct" for the purpose of clause 7.2 above.

7.4   If the Executive shall become unable properly to perform his duties by
      reason of ill-health, (which for the avoidance of doubt shall include
      mental illness), accident or otherwise for a period or periods aggregating
      at least 140 working days in any period of 12 consecutive calendar months
      then the Company may, by not less than 3 months' prior written notice to
      the Executive, terminate the Executive's employment provided that no such
      notice shall be given after the expiration of six months from the end of
      any such period or, if more than one, the last of such periods aggregating
      at least 140 working days.

7.5   In order to investigate a complaint of misconduct made against the
      Executive the Company shall be entitled to suspend the Executive from his
      duties on full pay and with full entitlement to all other benefits under
      this Agreement for such period as the Board shall consider reasonably
      necessary in order to facilitate a proper investigation of such complaint
      and to require the Executive to stay away from any premises, employees,
      officers, customers and clients of the Company or of any Group Company or
      of any Associated Company.

7.6   Forthwith upon being requested by the Company and in any event upon
      determination of the Executive's employment for whatever reason the
      Executive shall deliver to the Company all books, documents, papers
      (including copies), materials, keys and other property of, or relating to,
      the business of the Company or of any Group Company or of any Associated
      Company then in his possession or which are or were last under his power
      or control (and which in the latter case cannot be demonstrated to be in
      the Company's possession) including, without limitation, any car, credit
      card or charge card provided in connection with his employment.

<PAGE>

8     RECONSTRUCTION

If, prior to the date agreed for the termination of the employment of the
Executive, such employment is terminated by reason of the liquidation,
reorganisation or other reconstruction of the Company or any other Group Company
or any Associated Company or as part of any other rearrangement of the affairs
of the Company or any such Group or Associated Company not involving liquidation
of the Company or any such Group or Associated Company and the Executive is
offered employment with a reconstructed company or with another Group or
Associated Company, for a period of not less than the then unexpired term of
this Agreement and on terms not less favourable than the terms of this
Agreement, the Executive shall have no claim against the Company or any such
other Group Company or Associated Company in respect of the termination of his
employment and shall be obliged to accept such offer. After acceptance of such
offer (but not otherwise) the Executive's period of statutory continuity of
employment shall be treated as unbroken by the events contemplated by this
Clause.

9     DIRECTORSHIPS

9.1   If for any reason the Executive (other than as mentioned in clause 7.2.5)
      shall cease to be a Director of the Company the Executive shall, from the
      date of cessation of such directorship be deemed to have served the notice
      due from the Executive to terminate this Agreement as specified in Section
      2 of Part E of the Schedule attached and in such case, subject to any
      other provision of this Agreement allowing for earlier determination, the
      employment of the Executive shall cease upon expiry of such deemed notice.

9.2   Upon the termination of this Agreement the Executive shall at the request
      of the Board and without claim for compensation forthwith resign from
      office as a director of the Company and from all other offices held by him
      in any Group Company and any Associated Company and the Company is
      irrevocably authorised to appoint a nominee to act on his behalf to
      execute all documents and to do all things necessary to give effect to
      this provision.

10    CONFIDENTIAL INFORMATION

10.1  The Executive shall not, either during the continuance of his employment
      under this Agreement (except so far as may be necessary in the performance
      of his duties) or afterwards, without the prior consent in writing of the
      Board or except as required by law, divulge to any person or use or
      exploit except for the benefit of the Company or any Group Company and any
      Associated Company and shall use all reasonable endeavours to prevent the
      publication or disclosure of, any confidential information.

<PAGE>

10.2  For the purposes of this clause "confidential information" shall comprise
      all information which is identified or treated by the Company as
      confidential or which by reason of its character or the circumstances or
      manner of its disclosure is evidently of such a nature, concerning the
      business, finances, transactions or affairs of the Company and any other
      Group Company or any Associated Company or those of its or their customers
      or agents which has or may come to his knowledge during the course of his
      employment under this Agreement or during his previous employment with any
      Group Company or Associated Company.

10.3  The restrictions contained in this clause shall cease to apply to
      information which may (otherwise than through the default of the
      Executive) become available to the public generally.

11    OTHER BUSINESS INTERESTS

The Executive shall not during the continuance of his employment without the
prior consent in writing of the Board accept any other directorships (other than
directorships of any Group Company) or be concerned or interested directly or
indirectly in any other business whatsoever. Nothing in this clause shall
prevent the Executive from holding or being beneficially interested in shares or
securities quoted on any recognised investment exchange provided that he neither
holds nor is beneficially interested in more than five per cent of any single
class of any such shares of securities.

12    POST-TERMINATION COVENANTS

The Executive shall be bound by the post termination covenants applicable to him
and set out in Part F of the Schedule hereto.

13    MISREPRESENTATION

The Executive shall not at any time knowingly make any untrue statement in
relation to the Company or any other Group Company and in particular shall not
after the termination of his employment wrongfully represent himself as being
employed by, or connected with, the Company or any other Group Company.

14    DISCIPLINE AMD GRIEVANCE PROCEDURE

The disciplinary rules applicable to the Executive's employment shall be those
set out in Part G of the Schedule.

If the Executive is dissatisfied with any disciplinary decision or seeks redress
in respect of any grievance relating to his employment he should raise the
matter in writing with the Group Chief Executive/Chairman of the Board.

<PAGE>

If this does not result in a satisfactory solution he may then formally raise
the matter at a Meeting of the Board. The Executive may be accompanied by a
colleague if he so wishes at any stage of discussions within this procedure.

15    INVENTION AND COPYRIGHT

15.1  It shall be part of the duties of the Executive at all times to consider
      in what manner the products, services, processes, equipment, systems or
      activities of the Company or of any other Group Company or any Associated
      Company with which he is concerned or for which he is responsible might be
      improved and/or increased.

15.2  If at any time during the period of his employment the Executive alone or
      with others makes or discovers any Invention he shall forthwith disclose
      full particulars of the same including drawings and models to the Company.

15.3  The Executive agrees and acknowledges that, because of the nature of his
      duties and the particular responsibilities arising from them, he has at
      all times a special obligation to further the interests of the Company,
      and all Inventions and all rights in them made in the course of the duties
      of the Executive shall accordingly belong to the Company.

15.4  The Executive shall promptly disclose to the Company all Copyright Work
      and shall until such rights be fully and absolutely vested in the Company
      hold the same in trust for the Company.

15.5  In consideration of the payment of L1.00 by the Company to the
      Executive (the receipt and sufficiency of which is now acknowledged by the
      Executive) the Executive HEREBY ASSIGNS to the Company all rights, title
      and interest in and to any Copyright which may subsist in or in respect of
      any Copyright Work.

15.6  Unless otherwise agreed between the Executive and the Company the
      Executive now waives any and all moral rights (as created by Chapter IV of
      the Copyright, Design and Patents Act 1988).

15.7  The Executive shall at the request and expense of the Company:-

15.7.1 execute on demand all such instruments and do all such things as the
       Company may, in its absolute discretion, consider to be necessary or
       desirable to enable it or its nominee to acquire the full benefit of and
       title to any Invention or Copyright Work (and any and all rights in
       respect thereof) to which the Company is entitled and to secure any
       registration or like protection for such Invention or Copyright in

<PAGE>
         any part of the world (including but not limited to, patents, utility
         models and registered designs); and

15.7.2   for a period not exceeding five years from the date of termination of
         this Agreement (howsoever arising) give to the Company or any successor
         in title therefrom such assistance (the reasonable and necessary
         expenses of the Executive to be discharged by the Company in relation
         thereto) (provided the same are evidenced by satisfactory receipts) as
         it may require in connection with any dispute or threatened dispute
         directly or indirectly relating to any Invention or Copyright Work or
         any associated right or registration or other protection in respect
         thereof (including but not limited to the execution of documents, the
         swearing of any declarations or oaths, the providing of information and
         the participation in any proceedings before any Court or tribunal).

15.8  The Executive irrevocably appoints the Company to be his attorney in his
      name and on his behalf to execute all such documents and to do all such
      acts as may be necessary to give effect to the provisions of this clause.

15.9  Nothing in this clause shall be taken as limiting or as being an exception
      to the obligations of the Executive pursuant to clause 10 above.

16    GENERAL

16.1  The Executive acknowledges that in accepting the Company's offer of
      employment he will not thereby breach any other contract of employment or
      otherwise and he hereby agrees to indemnify the Company against all costs,
      claims or demands suffered by it as a result of any alleged breach of
      contract by the Executive arising out of the acceptance of such offer by
      him.

16.2  No amendment to this Agreement shall be effective unless made in writing
      and signed by or on behalf of each of the parties.

16.3  The complete or partial invalidity or unenforceability of any provision of
      this Agreement for any purpose shall in no way affect the validity or
      enforceability of such provision for any other purpose or the remaining
      provisions of this Agreement.

16.4  The headings used in this Agreement are for convenience only and shall not
      affect its construction.

<PAGE>

16.5  The information in this Agreement and the Schedule attached constitutes a
      written statement of the terms of employment of the Executive in
      accordance with the provisions of the Employment Protection
      (Consolidation) Act 1978 (as amended).

16.6  No waiver by the Company of any breach by the Executive of the terms of
      this Agreement, whether by conduct or otherwise, nor any failure or
      forbearance or delay by the Company in exercising any of its right or
      remedies shall be deemed a waiver of any such breach nor shall it prevent
      the Company from subsequently taking any action or making any claim in
      respect of such breach.

17    NOTICES

Any notice to be given by either party to the other may be served by first class
recorded delivery post addressed to the other party, in the case of the Company
at its registered office or in the case of the Executive at his last known
residential address. Any notice so given shall be deemed to have been served at
the expiration of 48 hours from the time of posting.

18    LAW AND JURISDICTION

18.1  This Agreement shall be governed by English Law.

18.2  The English Courts shall have exclusive jurisdiction over any dispute or
      claim arising in connection with this Agreement.

EXECUTED AS A DEED by the parties on the date which first appears in this deed

EXECUTED (but not delivered             )
until the date hereof) as a deed        )
by affixing the Common Seal of          )
FARNELL ELECTRONICS PLC
in the presence of:-                    )      [SEAL OF FARNELL ELECTRONICS PLC]

/s/ H. Poulson
-----------------------
Director

/s/ K. J. Mullen
-----------------------
Secretary

<PAGE>

SIGNED (but not delivered               )
until the date hereof) as a deed        )
by ANDREW FISHER                        ) /s/ Andrew Fisher
in the presence of:-                    )

Witness: K.J. MULLEN

Signature: /s/ K. J. Mullen

Address: TONUK HOUSE, BORROWBY, THIRSK

Occupation: LAWYER

<PAGE>

                                                         Date of Issue: 14.11.94

                                                       To: ANDREW CHARLES FISHER

                             FARNELL ELECTRONICS PLC

                                  THE SCHEDULE

This schedule consists of seven parts:-

PART A   -   Salary and other benefits

PART B   -   Job roles and responsibilities amended as alterations are made

PART C   -   Terms

PART D   -   Financial data - updated annually

PART E   -   Notice provisions

PART F   -   Post termination covenants applicable to the Executive

PART G   -   Disciplinary Rules
<PAGE>

                                     PART A
                              SALARY AND BENEFITS

1.    SALARY

Salary is payable for the Company's year ending January and will be continued at
the same monthly rate until the salary review is completed for that year end.
Unless the Company otherwise directs, any increase resulting from such review
will be effective from the beginning of the Company's then financial year.
Salary is paid monthly in arrears on the last Friday of each month. Details are
shown in Parts C and D of this Schedule.

For the purpose of the Wages Act 1986 and otherwise the Executive hereby
consents to the deduction from his salary of any sums owing by him to the
Company at any time and he also agrees to make any payment to the Company of any
sums owed by him to the Company upon demand by the Company at any time. This
sub-clause is without prejudice to the right of the Company to recover any sums
or balance of sums owing by the Executive to the Company by legal proceedings.

2.    BONUS

The Executive is entitled to a bonus each year on the formula set out in Part C
of this Schedule in respect of each financial year of the Company, subject to
periodic review. Any bonus entitlement for any financial year will be paid
within three months of the end of the financial year in question. There will be
appropriate adjustments to reflect any change in the Company's financial year
end. Save as otherwise agreed in writing by the Company, a bonus will only be
paid where the Executive has been employed under this Agreement for the entire
financial year to which the bonus relates. The Executive shall not be entitled
to a proportion of such bonus in respect of the financial year in which the
employment is terminated, save for where the employment is terminated wrongfully
and in breach of Contract by the Company and in all other cases at the
discretion of the Board whose decision as to payment and amount, shall be final.

3.    EXPENSES

Upon presentation of such receipts, and vouchers as are reasonably required by
the Company or its auditors for the time being the Company (or another company
comprised within the Group) shall pay to the Executive the amount of all hotel,
travelling, entertainment and other out of pocket expenses reasonably and
properly incurred by him carrying out his duties. Any credit card or charge card
supplied to the Executive by the Company shall be used solely for expenses
incurred by him in carrying out his duties under the attached Agreement.

<PAGE>

4.    COMPANY CARS

A car, if provided to the Executive, will belong to the Company and will be
returned to the Company on the date the Executive leaves the Company premises,
even if this date is earlier than the date of termination of employment under
the attached Agreement. Details as appropriate are shown on Schedule D.

5.    HOLIDAY

The Company's holiday year runs from 1 January to 31 December. The Executive is
entitled to holidays as detailed on Schedule C. Any entitlement to holiday
remaining at the end of any holiday year of the Executive's employment shall
lapse without entitlement to payment in lieu of untaken holiday except on
termination of employment, other than summary dismissal in accordance with
Clause 7.2 (as supplemented by Clause 7.3) of the Agreement or where due notice
in accordance with the attached Agreement is not given.

The Executive's entitlement to holiday shall accrue pro rata to the nearest
whole day throughout each holiday year of the Executive's employment.

Upon termination of his employment for whatever reason the Executive shall be
entitled to holiday pay in lieu of holiday entitlement outstanding, except where
either the Executive has. been summarily dismissed in accordance with Clause 7.2
(as supplemented by Clause 7.3) of the Agreement or has failed to give due
notice in accordance with the attached Agreement, and shall be required to repay
to the Company any salary received for holiday pay taken in excess of his actual
entitlement.

6.    PENSION

i)    The Executive may join the Farnell Group of Companies 1978 Retirement and
      Death Benefit Scheme ("the Scheme") as an Executive Employee as soon as he
      is eligible' under the Rules thereof up to the Inland Revenue capped level
      of earnings (currently L76,800 per annum). The Rules of the Scheme
      (incorporating any changes from time to time made therein) are available
      for inspection at the Company Secretary's office at any time upon
      reasonable notice. The Executive's contribution to the Scheme is 5% of
      gross pay deducted monthly from pay and annually from bonus, but excluding
      that part of gross earnings in excess of the figure which the Inland
      Revenue permits to be taken into account for the purposes of member
      contributions as a condition of tax approval of the Scheme.

ii)   During the Executive's appointment, the Company shall, in accordance with
      and subject to the provisions of the Trust Deed and Rules governing the
      Scheme pay or procure payment

<PAGE>

      to that Scheme of such employer's contributions in respect of the
      Executive as shall be stipulated by such Trust Deed or Rules.

iii)  In addition to the contribution payable under the terms of Clause 6 (ii)
      above, the Company shall subscribe each year to a Funded Unapproved
      Retirement Benefit Scheme ("FURBS") an amount to be determined in
      accordance with a formula agreed with the Company's actuary in respect of
      the Executive's earnings which are in excess of the figure which the
      Inland Revenue permits to be taken into account for the purposes of member
      contributions as a condition or tax approval of the Scheme. The FURBS will
      provide benefits on a money purchase basis.

iv)   A contracting-out certificate within the meaning of the Social Security
      Pensions Act 1975 is in force in respect of the Executive's employment.

7     PERMANENT HEALTH SCHEME

The Executive is covered under this Scheme, at company cost, if either he is a
member of the Pension Scheme and has been employed by a Group Company for more
than 10 years or otherwise at the discretion of the Board Currently, benefits
are payable after 28 weeks' absence because of injury or ill health and these
amount to 90% of "Net Pay"* when combined with the state invalidity benefits
receivable. Until such time as benefits become payable under the Scheme, the
Executive will receive full salary subject to paragraph 9 below and Clause 7 of
the Agreement.

      *     Net Pay means Gross Pay ** less any pension contributions, tax and
            NI contributions - calculated on the basis applicable at the
            commencement of disability.

      **    Gross Pay is determined on 6 April each year for the following year
            and means basic annual salary, plus the annual average of additional
            fluctuating emoluments over the last three years.

<PAGE>

8.    SICK PAY SCHEME

      The Executive is entitled to 26 weeks in any twelve months period at full
      salary if absent through illness or injury. Payments are inclusive of any
      State Benefits received and the company reserves the right to deduct from
      any such payment any other benefit from any applicable authority, whether
      or not such benefit is actually received. The Company reserves the right
      to vary and/or terminate this benefit from time to time by giving six
      months' prior written notice of any termination or material variation.

      If the Executive shall at any time be incapacitated by illness or accident
      from performing his duties then he shall as soon as possible and, if
      practicable, by 10.00 am on the first working day of incapacity inform a
      senior colleague of such illness or accident and of the expected date of
      his return to work. If thought necessary this information should be faxed
      to Group Office by the colleague concerned.

      Immediately following the Executive's return to work a note should be
      lodged with the company giving details of the reason for and the length of
      the absence. For periods of absence lasting more than five consecutive
      working days, including any such period linked by a weekend or Public
      Holiday, a certificate signed by a doctor should be made available. A copy
      of these documents should be forwarded to Group Office if required.

      The Executive will, when requested, be required during the course of his
      employment to attend a doctor or clinic nominated by the company for the
      purpose of a comprehensive medical examination to determine his fitness
      for continued employment. He will be expected to cooperate in ensuring the
      prompt delivery of the relevant report to the Company. Such examination
      will be held every two years or more frequently if requested by the
      Company.

<PAGE>

9     PRIVATE MEDICAL INSURANCE SCHEME

The Executive is covered under the Group Scheme at Company cost (except as a
benefit for tax purposes). The cover is described in the leaflet issued by the
insurers and is applicable as described in Schedule C. The Company reserves the
right from time to time to amend this cover provided that the benefits under
such amended cover are not materially different to those then applying under the
then existing cover.

10    LEGAL PROTECTION

A Directors and Officers Liability Insurance Policy has been taken out by the
Company. The Company reserves the right to vary or terminate the cover at any
time subject, in the case of termination, to giving at least six months' prior
written notice. Cover is provided for the period of the Executive's appointment
on a day to day basis.

11    TRAVEL INSURANCE

The Executive, his spouse and dependent children (when accompanying the
Executive) are covered for medical and/or emergency travel expenses, etc. whilst
travelling on Company business or holiday outside the United Kingdom or on
flights in the United Kingdom.

<PAGE>

                                     PART B

                         JOB ROLES AND RESPONSIBILITIES

                       (amended as alterations are made)

                AS DETERMINED BY THE CHIEF EXECUTIVE OFFICER OF
                         THE FARNELL GROUP OF COMPANIES

ROLE: GROUP FINANCE DIRECTOR
      OF THE FARNELL GROUP OF COMPANIES

1.    Contribute to formulation of Group strategy.

2.    Direct work for Group planning, results and Directors' Reports.

3.    Recommend dividends and all other financial matters associated with the
      Farnell Group of Companies (eg budgets, investments, pensions, options,
      acquisitions).

4.    Monitor and control financial performance of the Farnell Group of
      Companies.

5.    Monitor and control all capital expenditure of the Farnell Group of
      Companies.

6.    Be responsible for and direct work for all treasury and taxation matters
      for the Farnell Group of Companies.

7.    Be responsible for and direct the work of the internal audit department.

<PAGE>

                                     PART C

                                      TERMS

                                    Date of issue: 14.11.94

NAME OF EXECUTIVE:                  ANDREW CHARLES FISHER

PLACE OF WORK:                      WEST YORKSHIRE AND OTHER LOCATIONS AS
                                    REASONABLY REQUIRED.

DATE OF BIRTH:                      14.2.58

DATE JOINED COMPANY:                1.12.94

NORMAL RETIREMENT DATE:             14.2.2018

APPOINTMENT DATE:                   1.12.94

REMUNERATION TERMS:

BASIC SALARY            Reviewed by the Remuneration Committee annually
                        (or intermediate review).

                              Basic salary per Schedule D.

                        -     No correction for inflation to salary.

BOARD FEE               -     Where applicable.

BONUS                   -     Based on earnings per share - see Schedule D.

CAR ALLOWANCE           -     See Schedule D

PRIVATE MEDICAL INSURANCE SCHEME

Cover is as a Family member under the Provincial scale.

NORMAL WORKING HOURS

Normal working hours of 09.00 to 17.30 daily, Mondays to Fridays inclusive, with
a lunch break of one hour daily, but the Company reserves the right to vary
these times to suit individual needs.

<PAGE>

                               PART C (CONTINUED)

HOLIDAY ENTITLEMENT

Twenty five (25) working days per leave year starting from 1st January each year
with entitlement accruing pro-rata in the first or last years of service, plus
public holidays as published on the Company Notice Board.

The Company reserves the right at its entire discretion to stipulate that a
proportion of the Executive's holiday entitlement shall be taken at a time or
times fixed from time to time by the Company.

<PAGE>

                                     PART D

                         SCHEDULE - PER TERMS AT PART C

                       (Financial data - updated annually)
                                                                    L
                                                                1994/95
                                                                (per annum)

1.    BASIC SALARY                                               L115,000

2.    BOARD FEE                                                  NIL

3.    CAR ALLOWANCE                             IN LINE WITH COMPANY POLICY

4.    AGREED CONTRIBUTION                       TO BE DETERMINED IN ACCORDANCE
      UNAPPROVED PENSION                        WITH A FORMULA AGREED WITH THE
      SCHEME                                    COMPANY'S ACTUARY

Note (a)    (i)   Bonus is based on operating Earnings Per Share (EPS) of the
                  whole Group of Companies for the previous trading year and is
                  payable at the rate of 1 2/3% (one and two thirds per cent) of
                  basic salary for each 1% (one per cent) increase in EPS. The
                  bonus cannot however exceed 35% of basic salary.

            (ii)  An additional bonus may be payable on the achievement of
                  personal objectives agreed with the Chief Executive.

            (iii) The total of all bonuses paid to the Executive may not however
                  exceed 50% of basic salary.

            (iv)  Notwithstanding the Executive shall receive for the financial
                  year ending 31 January 1995 an EPS bonus only which shall be
                  in proportion to the number of full calendar months that the
                  Executive has been employed by the Company in the financial
                  year ended 31 January 1995 ie if the Executive commences
                  employment on 1 December 1994 then an EPS bonus of 2/12ths of
                  the total EPS bonus, for the year ended 31 January 1995 shall
                  be due.

Note (b)    Basic Salary will be reviewed in February 1996 and in February of
            each succeeding year and increments determined by the Company's
            Remuneration Committee.

<PAGE>

                                     PART E

                               NOTICE PROVISIONS

                                   SECTION 1

                    Notice from the Company to the Executive

                               TWENTY FOUR months

                                   Section 2

                    Notice from the Executive to the Company


                                 TWELVE months

                                   Section 3

Notice from the Company to the Executive in a case falling under Clause 6
(refusal to relocate at Company's request)

                                 TWELVE months

<PAGE>

                                     PART F

             Post termination covenants applicable to the Executive

1.    For the purposes of this clause:-

1.1   all references to "the Company" shall be construed to mean the Company
      and/or any Group Company with which the Executive has been actively
      concerned during the course of his employment under this Agreement;

1.2   the "Restricted Period" shall mean the period of the Executive's
      employment under this Agreement and the period of Twelve months from the
      termination of the Executive's employment under this Agreement;

1.3   a "Restricted Employee" shall mean any person employed in a managerial or
      technical capacity or as a sales representative or in a skilled or
      supervisory position;

1.4   the "Restricted Business" shall mean a business involving the supply of
      goods or services which are the same as, or substantially similar to, any
      goods or services supplied by the Company, being goods or services with
      which the Executive has been actively concerned at any time during the
      period of 12 months preceding the termination of his employment under this
      agreement;

1.5   the "Restricted Area" shall mean World Wide.

2.    Except with the prior written consent of the Board, the Executive shall
      not during the Restricted Period be engaged or interested in or concerned
      in a technical, sales or managerial capacity (and whether on his own
      account or in conjunction with any other party) with any person, firm or
      company carrying on the Restricted Business in the Restricted Area.
      Notwithstanding this restriction the Executive shall be entitled to hold
      or be beneficially interested in shares or securities quoted on any
      recognised investment exchange provided that he neither holds nor is
      beneficially interested in more than five per cent of any single class of
      any such shares or securities.

3.    Except with the prior written consent of the Board, the Executive shall
      not, in competition with the Group, during the Restricted Period (in any
      capacity whatsoever and whether on his own account or in connection with
      any other party) canvass or solicit or accept orders or facilitate the
      canvassing or soliciting or acceptance of orders in respect of the
      Restricted Business from any person, firm or company who or which at the
      date of the termination of the Executive's employment under this Agreement
      is or at any time during the previous period of 12 months was directly or
      indirectly a supplier or a customer of the

<PAGE>

      Company or is or during any such period was a person, firm or company with
      whom the Company has or had dealings, such person, firm or company being
      or having been a supplier or a customer of whom the Executive has
      knowledge or with whom he has dealt at any time during the period of 12
      months prior to the termination of his employment under this Agreement.

4.    Except with the prior written consent of the Board, the Executive shall
      not during the Restricted Period (in any capacity whatsoever and whether
      on his own account or in conjunction with any other party) employ or
      endeavour to entice away from the Company any person who is at the date of
      termination of the Executive's employment under this Agreement a
      Restricted Employee employed by the Company and the Executive shall not
      discourage any such Restricted Employee from continuing to be so employed.

5.    The Executive acknowledges and agrees that the covenants contained in
      -this clause are separate, severable and enforceable and that the
      restrictions contained in such covenants are fair and reasonable in the
      context of this Agreement. The parties acknowledge, however, that such
      restrictions are subject to reasonableness and accordingly:-

5.1   if any one or more of the restrictions contained in this clause shall be
      adjudged to go beyond that which is reasonable in all the circumstances
      for the protection of the legitimate interests of the Company but would be
      adjudged reasonable if any particular restriction was deleted or limited
      in a manner (including any reduction in duration or geographical area)
      such restrictions shall apply with such deletions or limitations; or

5.2   if at any other time the Company shall consider it to be in its best
      interests it shall be entitled by notice in writing to the Executive to
      delete or limit any of the restrictions contained in this clause.

Attached to the agreement dated 24 November, 1994 between ANDREW CHARLES FISHER
Executive and FARNELL ELECTRONICS PLC

Initials /s/ A. C. FISHER

Executive

Company /s/ K. J. MULLEN
(authorised by the Board on [24 November 1994])

<PAGE>

Date

                                     PART G

                             DISCIPLINARY PROCEDURE

INTRODUCTION

1.    It is recognised by the Company that discipline is necessary for the
      efficient operation of the business and for the health and safety at work
      of all employees. In order to provide a fair and effective procedure for
      dealing with disciplinary matters, the following procedure will be applied
      in all instances where disciplinary action is regarded by the Board as
      warranted, other than where an informal reprimand is given for some
      relatively minor act of misconduct. The procedure applies to incompetence,
      incapability or other poor performance of work.

2.    The procedure applies to Executives who are employees of one of the
      Companies forming the Farnell Group of Companies.

3.    The procedure does not apply to:-

      (a)   termination during or at the end of a probationary period of
            service, whether or not extended beyond its originally specified
            duration;

      (b)   termination of employment by reason of redundancy;

      (c)   resignation by the employee, or other termination by mutual consent;

4.    The time limits referred to in the following procedure may be varied by
      agreement.

INVESTIGATION

5.    Where a matter arises which is suspected or believed to contravene a
      disciplinary rule or may otherwise be a disciplinary matter, the Board*
      will investigate it promptly and adequately. When the investigation is
      concluded, the employee and his representative (if any) will be informed.

6.    If the matter to be investigated is thought likely to involve misconduct
      on the part of the employee, the employee may be immediately suspended
      from work on full pay while the investigation proceeds. Any decision to

<PAGE>

      suspend will be confirmed in writing as soon as reasonably practicable.

7.    As part of the investigation, the employee will normally be interviewed.
      If this is done as a preliminary interview, the employee will be told at
      the outset that it is a preliminary interview. If the Board* decide that a
      preliminary interview will not be held, the procedure in paragraphs 9-13
      will apply.

The Procedure

8.    If on completion of the investigation, and after a preliminary interview
      the Board* believes on reasonable grounds that the employee has committed
      the alleged act of misconduct, but in view of the nature of the misconduct
      and of the employee's previous record an oral warning would be sufficient,
      it may administer an oral warning without proceeding further. A note of
      that warning will be made and may be referred to if the employee commits a
      further act of misconduct within the following six months.

9.    (a)   If on completion of the investigation, the Board* considers that, on
            the balance of probabilities, a complaint of misconduct has, prima
            facie, occured, and may require more than an oral warning, a
            disciplinary hearing before the Board* will be arranged.

      (b)   The employee will be given a minimum of three working days' advance
            notice of the hearing; told the purpose of it, with the nature of
            the alleged misconduct being outlined; and invited to attend
            together with a fellow employee of his or her choice.

      (c)   If during the course of the investigation statements have been
            obtained from witnesses who will not be attending the hearing, the
            employee or his or her representative will be given those statements
            or a summary of their contents not less than three days in advance
            of the hearing.

10.   (a)   If, for good cause, the employee is unable to attend the hearing,
            it will be adjourned to a date of which the employee and his or her
            representative (if any) will be informed without delay.

      (b)   If the employee is unable to attend the re-arranged hearing, it will
            normally proceed in his or her absence, but with his or her
            representative being provided with an opportunity to present the
            employee's case on his or her behalf. Any submission by the employee
            in writing, or by his or her

<PAGE>

            representative, will be considered.

The disciplinary hearing

11.   The hearing will normally be conducted by a disciplinary panel consisting
      of two Board members. The employee will be entitled to give any
      explanation he or she wishes, and may be questioned by the members of the
      panel.

12.   The hearing may be adjourned at any stage if this appears necessary or
      desirable. If adjourning for the purpose of enabling further information
      to be obtained, the nature of that information will be specified. Any
      adjournment will normally be for a stated period.

13.   On completion of the proceedings, the decision of the panel will be
      announced and the disciplinary action, if any, to be taken. The panel will
      also give an explanation in writing for that action and will explain the
      employee's right of appeal under this procedure.

Disciplinary action

14.   In cases, other than those involving gross misconduct, where a reasonable
      belief in the employee's guilt of the misconduct alleged is established on
      the balance of probabilities, the following disciplinary action may be
      taken:

      (a)   For a minor offence or offences, a formal oral warning making it
            clear that further misconduct will render the employee liable to
            further disciplinary action involving more severe consequences. The
            employee should be informed of the duration of the warning (e.g.
            whether it will be disregarded after a specified period of
            satisfactory conduct).

      (b)   For a more serious offence, or the commission of a lesser offence
            after a formal oral warning has previously been given and remains
            extant, a first written warning setting out the nature of the
            offence and informing the employee that further misconduct is liable
            to result in further disciplinary action under this procedure. Where
            appropriate, this warning will specify the period for which it will
            apply. There may be provision for it to be reviewed or automatically
            revoked or reviewed on completion of that period of satisfactory
            conduct.

<PAGE>

      (c)   For an offence after a first written warning has been given and is
            extant, a final (or combined first and final) written warning
            setting out the nature of the offence and informing the employee
            that further misconduct would render him or her liable to further
            action under this procedure and could result in dismissal. A final
            written warning may state that it will be reviewed after a specified
            period of satisfactory conduct.

      (d)   For an act or acts of further misconduct, other than gross
            misconduct, by an employee who is under a final warning given in
            accordance with (c) above, the employee will be liable to dismissal
            with notice or with pay in lieu of notice.

      (e)   In cases where gross misconduct is alleged and is established on the
            balance of probabilities, the employee will be liable to summary
            dismissal.

15.   Disciplinary suspension, demotion, stoppage of pay, or other penalty short
      of dismissal may be imposed in conjunction with a warning issued under 14
      (c) above, as an alternative to dismissal, by agreement with the employee.
      Where it is an alternative to dismissal, it will be accompanied by a final
      warning, or with confirmation of a previous final warning, as appropriate.

Appeal

16.   An appeal against an oral warning -given in accordance with paragraph 8 of
      this procedure can be made to the Board* within five working days of the
      receipt of the warning by the employee, who must give a written notice of
      the ground for appeal. The Board* will arrange an appeal hearing at which
      he or she will consider the representations made by the employee or his or
      her representative. The Board* will then decide whether to uphold the
      warning or allow the appeal. If allowing the appeal, the record of the
      warning will be removed from the employee's record.

17.   Where a formal disciplinary hearing takes place before the panel and a
      disciplinary decision is taken under paragraphs 14 and/or 15, within five
      working days of receipt of the decision, the employee may appeal against
      it by notifying the Board* in writing of the grounds of appeal. The
      written notice of appeal must make clear whether the employee is appealing
      against the finding that he or she had committed the alleged act or acts
      of misconduct, and/or the form of disciplinary action decided upon.

<PAGE>

18.   An appeal will normally be heard by the Board* within 14 days of receipt
      of the employee's written notice of appeal. At the appeal the Board* will
      explain why the panel members reached their decision. The employee or his
      or her representative will be entitled to ask any questions and to make a
      submission on the employee's behalf.

19.   At the completion of the appeal, the Board* will announce its decision. No
      further right of appeal will be available to the employee within the
      organisation.

20.   (a)   Where the appeal is about dismissal employees should note that
            the lodging of an appeal does not of itself affect the original
            dismissal date. Thus, the date of termination of the employee's
            employment will be the date of the summary dismissal (if dismissal
            was without notice) or the date of the expiry of the employee's
            notice (if the dismissal was with notice).

      (b)   If an employee's appeal is dismissed, there will be no effect on the
            above position and the date of termination of the employee's
            employment will remain the date of summary dismissal or the date of
            expiry of the notice of dismissal as the case may be.

      (c)   If however, the employee's appeal is successful, the employee will
            be reinstated. In that event

            (i)   if the appeal is upheld whilst the employee is under notice,
                  the dismissal will simply be rescinded;

            (ii)  if the appeal is upheld either after notice has expired or
                  after a summary dismissal the Company will deem the employee's
                  employment to have been continuous between the date of
                  termination and the date of reinstatement. Whether or not the
                  employee is entitled to be paid for that period will however
                  be the decision of the Board whose decision shall be final.

Miscellaneous

21.   (a)   Gross misconduct is regarded as misconduct of such a nature that it
            fundamentally breaches the contractual relationship between the
            employee and the employer and justifies management in no longer
            accepting the continued presence of the employee at the place of
            work.

<PAGE>

      (b)   Examples of gross misconduct may include stealing from members of
            the staff or public, other offences of dishonesty, gross negligence,
            sexual misconduct at work, fighting, physical assault, falsification
            of a qualification which is a stated requirement of the employment
            or which results in financial gain, deliberate damage to or misuse
            of the employer's property, drunkenness or being under the influence
            of drugs at work, falsification of records or claims for personal
            gain. This list is neither exclusive nor exhaustive. Other acts of
            misconduct may come within the general definition of gross
            misconduct.

Nothing in this procedure is intended to remove the right of the Board* to give
an employee an informal reprimand or warning when the employee is believed to
have committed a minor infringement of the established standards of conduct,
whether or not the Board* makes a note of that informal reprimand or warning for
future reference should the employee's conduct on a later occasion justify
action under this procedure. Any grievance about an informal reprimand or
warning should be exercised, if the employee so wishes, through the grievance
procedure.

PROCEDURE IN THE CASE OP CAPABILITY AND/OR PERFORMANCE

Where an employee's performance and/or capability are called into question the
following procedures will apply;

(a)   If the employee's conduct or performance is unsatisfactory but the
      complaint is not a major one, the employee may be given a formal oral
      warning which will be recorded and which will indicate the nature of the
      complaint, standards to be met and what improvement is required in a
      stated time in accordance with the circumstances of the case.

(b)   If the employee's capability or performance warrants more serious action,
      or if the employee has already been given a formal oral warning and there
      is no improvement in standards in the time stated within that formal oral
      warning, a written warning will be given. This will again specify the
      standards to be met and the time in which those standards are to be
      achieved. The warning will also state the consequences of failure to
      adhere to the standards required and/or of a further complaint of poor
      capability or performance.

(c)   If the employee's capability or performance is still unsatisfactory, a
      final written warning will be given making it clear that further
      deterioration in performance and/or failure to meet the standard specified
      in the warning within a stated period will result in dismissal.

(d)   If there is no satisfactory improvement or if a further deterioration in
      performance occurs, the employee will be dismissed.

<PAGE>

(e)   The Company reserves the right summarily to dismiss the employee in case
      of serious neglect or failure efficiently and/or diligently to carry out
      his duties.

(f)   The employee is entitled to appeal against any warning given under this
      procedure. The format, adapted accordingly will be, in the case of an oral
      warning, the procedure in paragraph 16 hereof and in the case of any other
      warning or dismissal, the procedure in paragraph 17 hereof. The provisions
      of paragraphs 18-20 shall also apply.

Revision or termination of this procedure

The operation of this procedure will be periodically reviewed. Any amendment to
it will be advised to the employees identified in paragraph 2, who will also be
informed of the date when the amendment will come into effect. The procedure as
a whole may be terminated by the Board* upon giving not less than three months'
notice to each employee to whom it relates. If terminated, a new procedure in
substantially the same form will be introduced.

* as defined in the Agreement attached

<PAGE>

THIS DEED OF VARIATION is made: 24 April 2001

BETWEEN:

(1)   PREMIER FARNELL PLC (No. 876412) whose registered office is at Farnell
      House, Forge Lane, Leeds, LS12 2NE; and

(2)   ANDREW CHARLES FISHER of 5 Esholt Avenue, Guiseley, Leeds, LS20 8AX ("the
      Executive").

IT IS AGREED AS FOLLOWS:

1.    SERVICE AGREEMENT AND DEFINITIONS

      1.1   The terms of the service agreement between the Company and the
            Executive dated 24 November 1994 (the "Service Agreement") are
            hereby varied as set out in this Deed of Variation ("Deed").

      1.2   Save as varied by this Deed, the terms of the Service Agreement
            shall remain in full force and effect.

      1.3   Words and expressions defined in the Service Agreement shall have
            the same meaning when used in this Deed unless otherwise stated.

2.    VARIATION OF SERVICE AGREEMENT

      2.1   In Part E of the Schedule attached to the Service Agreement, the
            reference in Section 1 to twenty four months shall be deleted and
            replaced by "TWELVE MONTHS".

<PAGE>

2.2   Clause 2.2 of the Service Agreement shall be deleted in its entirety and
      replaced by the following:

"2.2  Notwithstanding the provisions of Clause 2.1, the Company may, at its
      discretion, terminate the Executive's employment forthwith without giving
      notice pursuant to Clause 2.1 by paying to the Executive by way of salary
      and benefits in lieu of notice (less any deductions which may be required
      by law) the aggregate of:

      2.2.1 a sum equivalent to 12 months' salary at the rate applicable on the
            date of termination; and

      2.2.2 a sum equivalent to the annual value of the benefit of the provision
            of the Executive's other contractual benefits including (but without
            limitation) life assurance, private medical insurance and car; and

      2.2.3 a sum by way of bonus for the financial year of the Company during
            which the termination occurs at the rate which is the average of the
            rates of bonus paid to the Executive in respect of the three
            immediately preceding financial years of the Company

      and the Company shall further procure the payment to or in respect of the
      Executive of the additional pension the Executive would have accrued had
      his employment actually ended on the first anniversary of the date of
      termination such payment to include the Company's obligations in respect
      of the Executive's Funded Unapproved Retirement Benefit arrangement.

2.3   Clause 2.2 shall not apply where this Agreement is terminated:

      2.3.1 by the Company pursuant to Clause 2.1 or Clause 7.2; or

      2.3.2 pursuant to Clause 7.1; or

<PAGE>

      2.3.3 by the Executive voluntarily, save that the Company may, in its
            discretion, choose that Clause 2.2 shall apply in such circumstances
            and, where the Company so chooses after a period of notice has been
            served by the Executive, the sums referred to in Clause 2.2 (other
            than sub-Clause 2.2.3) shall be reduced by the same proportion as
            the notice period served on the date of termination bears to twelve
            months

2.4   For the purposes of Clause 2.2.2, the value of the Executive's benefits
      shall be the value of such benefits at the rate applicable on the date of
      termination of this Agreement.

2.5   In the event of termination of this Agreement under Clause 2.2, the
      provisions of paragraph 2 of Part A of the Schedule attached to this
      Agreement shall apply and the Executive shall not be entitled to any
      payment of bonus other than for the period referred to in sub-Clause
      2.2.3."

2.3   Clause 2.3 of the Service Agreement shall be re-numbered as Clause 2.6.

<PAGE>

EXECUTED AND DELIVERED as a   )

Deed by PREMIER FARNELL PLC   )

acting by:                    )

                                    Director /s/ Malcolm Bates

                                    Secretary /s/ Steven Webb

EXECUTED AND DELIVERED as a   )

Deed by ANDREW CHARLES FISHER ) /s/ ANDEREW CHARLES FISHER

in the presence of:  MARK J. SANFORD )

Witness signature :  /s/ Mark J. Sanford

Address : 13 ASCHAM HALL, LADY PARK AVENUE, BINGLEY

Occupation: SOLICITOR

<PAGE>

THIS DEED OF VARIATION is made: 4 May 2004

BETWEEN:

(1)   PREMIER FARNELL PLC (No. 876412) whose registered office is at Farnell
      House, Forge Lane, Leeds, LS12 2NE ("the Company"); and

(2)   ANDREW CHARLES FISHER of 5 Esholt Avenue, Guiseley, Leeds, LS20 8AX ("the
      Executive").

IT IS AGREED as follows:

1.    SERVICE AGREEMENT AND DEFINITIONS

      1.1   The terms of the service agreement between the Company and the
            Executive dated 24 November 1994, as varied by a deed of variation
            dated 24 April 2001 (the "Service Agreement") are hereby varied as
            set out in this Deed of Variation ("Deed").

      1.2   Save as varied by this Deed, the terms of the Service Agreement
            shall remain in full force and effect.

      1.3   Words and expressions defined in the Service Agreement shall have
            the same meaning when used in this Deed unless otherwise stated.

2.    VARIATION OF SERVICE AGREEMENT

      2.1   The text of Paragraph 6 (iv) of Part A of the Schedule attached to
            the Service Agreement shall be deleted and replaced with: "There is
            no contracting out certificate in force in respect of the
            Executive's employment under the provisions of the Pensions Schemes
            Act 1993".

      2.2   The text of paragraph 10 of Part A of the Schedule attached to the
            Service Agreement shall be deleted and replaced with: "The Executive
            will

<PAGE>

            be indemnified by the Company in accordance with any provisions of
            the Company's articles of association (as amended or replaced from
            time to time) providing for the indemnification of directors out of
            the assets of the Company. In addition, the Company has directors'
            and officers' liability insurance and it is the Company's current
            intention to maintain such insurance."

EXECUTED AND DELIVERED as a Deed    )

BY PREMIER FARNELL PLC acting by:   )

                                    Director /s/ Authorized Signatory
                                             ------------------------

                                    Secretary  /s/ Steven Webb
                                               ----------------------

EXECUTED AND DELIVERED as a Deed    )

BY ANDREW CHARLES FISHER            ) /s/ A. C. FISHER

in the presence of:                 )

Witness signature : /s/ Authorized Signatory
                    ------------------------

Address: 217 WOODLANDS RD, BATLEY, WF17 OQS

Occupation:  ACCOUNTANT