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                               SEVERANCE PAY PLAN
                                  FOR EMPLOYEES
                                OF PENTACON, INC.
                       AND ITS SUBSIDIARIES AND AFFILIATES
                                 (Non-Officers)

                       -----------------------------------

                          and Summary Plan Description

                       -----------------------------------


                        Effective as of November 5, 2001

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1.   PURPOSE AND DEFINITIONS.

     The purpose of this Severance Pay Plan for Eligible Employees of Pentacon,
     Inc. (the "Plan") is to provide severance benefits to Eligible Employees of
     Pentacon, Inc. and/or its subsidiaries and affiliates ("Pentacon" or the
     "Company") who are employed in the United States, and whose employment
     relationship is involuntarily terminated at the initiative of Pentacon for
     reasons other than Good Cause (as defined below), and who are thereafter
     unemployed as a result of such termination. This Plan is intended to be a
     "welfare benefit plan" within the meaning of Section 3(1) of ERISA (as
     defined below).

     As used throughout the Plan, unless otherwise clearly or necessarily
     indicated by context:

     (a)  "CASH SEVERANCE BENEFIT" means the severance benefit described in
          Section 5(a)(i) of the Plan.

     (b)  "COMPANY" means Pentacon, Inc. and its subsidiaries and affiliates.

     (c)  "COVERED TERMINATION" means a termination event giving rise to
          severance benefits under this Plan as detailed in Section 4 below.

     (d)  "ELIGIBLE EMPLOYEE" means an employee who is eligible to receive
          severance benefits in accordance with Section 3 below.

     (e)  "ERISA" means the Employee Retirement Income Security Act of 1974, as
          amended from time to time, together with applicable regulations
          thereunder.

     (f)  "GOOD CAUSE" means an Eligible Employee's (i) unwillingness,
          substantial failure or willful refusal to perform duties and
          responsibilities of their job as required by Pentacon, (ii) violation
          of any fiduciary duty owed to Pentacon, (iii) conviction of a felony
          or misdemeanor, (iv) dishonesty, (v) theft, (vi) violation of Pentacon
          rules or policies, or (vii) egregious conduct, such as
          insubordination, that has or may have a detrimental impact on Pentacon
          and its employees. Good Cause shall be determined by the Plan
          Administrator in its sole and absolute discretion.

     (g)  "INVOLUNTARY REDUCTION IN FORCE" means an involuntary termination of
          the employment relationship without Good Cause due to the elimination
          of an Eligible Employee's position as a result of a reduction in
          personnel, declining business, discontinuance of operations, location
          closings or corporate restructuring.

     (h)  "NOTICE PERIOD" means the period described in Section 5(b) of the
          Plan.

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     (i)  "PAY" means (i) in the case of a salaried employee, their annualized
          final base salary divided by 52, or (ii) in the case of an hourly
          employee, their hourly straight-time rate of final base pay from
          Pentacon (A) times 40 in the case of a full-time employee, or (B)
          times the number of their other regularly scheduled hours (or 30 if
          there are no regularly scheduled hours) in the case of a part-time
          employee. Pay shall be determined at the time of termination of
          employment without reduction for any salary or wage reduction
          contributions made to Company-sponsored plans, and shall exclude
          commissions, overtime pay, bonuses and any other remuneration.

     (j)  "QUIT" means a voluntary termination of the employment relationship
          initiated by an Eligible Employee, including the abandonment of
          employment.

     (k)  "RELEASE" shall have the meaning set forth in Section 3(b) below.

     (l)  "SERVICE" means an Eligible Employee's regular employment with
          Pentacon, calculated on the basis of the employee's most recent hire
          date. Prior periods of employment shall be disregarded for purposes of
          calculating Service (whether for determining an Eligible Employee's
          Cash Severance Benefit or Notice Period) under this Plan.

     (m)  "VOLUNTARY REDUCTION IN FORCE" means a voluntary termination of the
          employment relationship without Good Cause due to the elimination of
          an Eligible Employee's position as a result of a reduction in
          personnel, declining business, discontinuance of operations, location
          closings or corporate restructuring, which termination is the result
          of, and in accordance with the terms of, a voluntary reduction in
          force that has been approved by a Vice President of Human Resources.
          In no event shall any employee who is part of a Voluntary Reduction in
          Force be an Eligible Employee or otherwise entitled to benefits under
          the terms of this Plan.

     (n)  "OFFICER" is an employee who is, or has been in the six (6) months
          preceding his or her termination of employment, appointed or elected
          as an officer by the Board of Directors of Pentacon, Inc., Pentacon
          Industrial Group, Inc. or Pentacon Aerospace Group, Inc.

     (o)  "VICE PRESIDENT OF HUMAN RESOURCES" means the Vice President of Human
          Resources for Pentacon, Inc., and/or Pentacon Aerospace Group, Inc.
          and/or Pentacon Industrial Group, Inc., or their parents or
          affiliates.

2.   EFFECTIVE DATE.

     This Plan is effective as of November 5, 2001 with respect to Eligible
     Employees whose employment is terminated by Pentacon on or after such date.

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3.   ELIGIBLE EMPLOYEES.

     (a)  An employee is eligible to receive severance benefits under this Plan
          if the employee:

          (i)   is a regular full-time or part-time:

                (A)  salaried employee of Pentacon (scheduled to work 20 or more
                     hours per week), or

                (B)  hourly employee of Pentacon (scheduled to work 20 or more
                     hours per week);

          (ii)  is employed in the United States by the Company and is not an
                Officer;

          (iii) is not a temporary worker, worker leased from an unrelated third
                party, consultant, independent contractor or any other type of
                worker who is not treated by the Company as a common law
                employee (whether or not such worker may be determined by a
                court of competent jurisdiction or relevant federal agency to be
                a common law employee of the Company);

          (iv)  is not covered by a collective bargaining agreement between
                Pentacon and a labor organization unless such agreement
                expressly provides for coverage under the Plan;

          (v)   is terminated as part of a Covered Termination in accordance
                with Section 4;

          (vi)  is not entitled to severance benefits from Pentacon under
                another plan, arrangement or program or a separate agreement
                unless such plan, arrangement, program or agreement expressly
                provides for coverage under the Plan; and

          (vii) timely executes a Release (as described in subsection (b)
                below).

     (b)  All benefits under this Plan, other than notice pay (see Section 5(b)
          below) and PPL payments (see Section 5(c)), shall be provided in
          consideration for, and conditioned upon, execution of the release by
          the Eligible Employee of all current or future claims, known or
          unknown, arising on or before the date of the release against
          Pentacon, its affiliates or their respective officers, substantially
          in the applicable form attached hereto as Appendix A, as amended from
          time to time (the "Release"). No benefits, other than notice pay and
          PPL payments, shall be payable under this Plan unless the Eligible
          Employee has returned to Pentacon all property of Pentacon and any
          information of a proprietary nature in their possession.

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4.   COVERED TERMINATIONS.

     The benefits described in Section 5 will be payable to an Eligible Employee
     if that Eligible Employee is part of an Involuntary Reduction in Force,
     except that in no event shall benefits be payable:

     (a)  to an employee who is discharged for Good Cause, Quits, or otherwise
          voluntarily terminates their employment;

     (b)  upon the death of an employee during active employment;

     (c)  if the employee's termination is due to the employee's failure to
          timely return to work upon expiration of an authorized leave of
          absence. Such an employee will be separated as a Quit;

     (d)  if the employee is transferred to an affiliate or other location of
          the Company; provided, however, that an Eligible Employee whose
          employment is terminated as a result of their refusal to transfer to
          an affiliate or another Company location that is more than 50 miles
          from their current work location shall not be ineligible for benefits
          hereunder by reason of such refusal;

     (e)  if Pentacon is merged into another entity or otherwise reorganized and
          the employee is offered employment with any successor entity;
          provided, however, if an Eligible Employee is offered employment with
          any successor entity and such Eligible Employee refuses such
          employment because it would require that Eligible Employee to transfer
          to a location which is more than 50 miles from their current work
          location, such Eligible Employee shall not be ineligible for benefits
          hereunder by reason of such refusal;

     (f)  if the division or other business unit or operation at which the
          employee works is sold or otherwise disposed of and the employee is
          offered employment with the acquirer or an entity related to the
          acquirer; provided, however, if the Eligible Employee is offered
          employment with the acquirer or an entity related to the acquirer and
          such Eligible Employee refuses such employment because it would
          require that Eligible Employee to transfer to a location which is more
          than 50 miles from their current work location, such Eligible Employee
          shall not be ineligible for benefits hereunder by reason of such
          refusal. Moreover, if an Eligible Employee who is receiving benefits
          hereunder because they were not offered employment with the acquirer
          is subsequently offered employment with such acquirer, benefits
          hereunder shall cease, effective as of the date of the offer of
          employment, whether such Eligible Employee accepts the offer of
          employment or refuses it, unless such offer would require the Eligible
          Employee to transfer to a location which is more than 50 miles from
          their most recent Pentacon work location;

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     (g)  if the employee is identified for an Involuntary Reduction in Force
          and refuses employment at another Company location; provided, however,
          that an Eligible Employee whose employment is terminated as a result
          of their refusal to accept any such employment at a location that is
          more than 50 miles from their current work location shall not be
          ineligible for benefits hereunder by reason of such refusal. Any
          employee who is ineligible for benefits in accordance with this
          subsection will be separated as a Quit;

     (h)  if the work performed by the employee is outsourced to an entity which
          is not an affiliate of Pentacon and the employee is offered employment
          with such entity; provided, however, if the Eligible Employee is
          offered employment with the outsource entity and such Eligible
          Employee refuses such employment because it would require that
          Eligible Employee to transfer to a location which is more than 50
          miles from their current work location, such Eligible Employee shall
          not be ineligible for benefits hereunder by reason of such refusal.
          Moreover, if an Eligible Employee who is receiving benefits hereunder
          because they were not offered employment with the outsource entity is
          subsequently offered employment with such entity, benefits shall
          cease, effective as of the date of the offer of employment, whether
          such Eligible Employee accepts the offer of employment or refuses it,
          unless such offer would require the Eligible Employee to transfer to a
          location which is more than 50 miles from their most recent Pentacon
          work location;

     (i)  if the employee has not been terminated as described in subsection (i)
          above and does not return to active employment within twenty-four (24)
          months of commencing a medical leave of absence; provided, however, if
          an Eligible Employee is medically cleared to return to work within
          such twenty-four (24) month period and does not return to active
          employment because a job is no longer available for such Eligible
          Employee, then such Eligible Employee shall be entitled to benefits
          under this Plan.

5.   SEVERANCE BENEFITS AND TRANSITION PAY.

     (a)  CASH SEVERANCE BENEFITS.

          (i)   Notwithstanding any other provision herein to the contrary, the
                Cash Severance Benefit of an Eligible Employee who is eligible
                for benefits under Sections 3 and 4 shall be one week of Pay for
                each full year of Service, plus a pro rata portion of one (1)
                week's Pay for any partial year of Service (any fractional
                portion to be rounded up to the next full day), provided,
                however, in no event shall the total Cash Severance Benefits for
                any Eligible Employee hereunder exceed an amount equal to
                twenty-six (26) weeks of Pay.

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          (ii)  LIMITATION. In no event shall the Cash Severance Benefit under
                the Plan exceed 100% of an Eligible Employee's total
                compensation paid to such Eligible Employee by Pentacon for the
                calendar year immediately preceding the year in which the
                termination of employment occurs. Furthermore, no employee laid
                off within twelve (12) months of his or her hire date shall be
                eligible for the Cash Severance Benefit under this Plan.

     (b)  NOTICE PERIOD AND NOTICE PAY.

          (i)   Each Eligible Employee who is entitled to benefits pursuant to
                Sections 3 and 4 shall be entitled to a non-working Notice
                Period of two weeks.

          (ii)  Notice pay paid to an Eligible Employee shall be in addition to,
                and not offset against, the Cash Severance Benefit the Eligible
                Employee may be entitled to receive under Section 5(a) above.

     (c)  PAID PERSONAL LEAVE. Employees shall be entitled to be paid for any
          accrued, unused Paid Personal Leave time in addition to the benefits
          hereunder. Payment for such accrued, unused Paid Personal Leave time
          shall be paid in a lump sum as soon as practicable following any
          Covered Termination. Eligible Employees shall cease to accrue time for
          Paid Personal Leave purposes as of the last day of their Notice
          Period.

     (d)  OTHER BENEFITS. Pentacon may, through the actions of the Vice
          President of Human Resources, and with the consent of the Plan
          Administrator, continue health insurance, Employer-provided basic life
          insurance, and any other welfare benefits for any Eligible Employee
          during the period of severance payments, in each case, subject to and
          in accordance with the terms of the applicable plans; provided,
          however, that this subsection (d) does not obligate the Company to
          continue any such benefit or benefits to any employee, including any
          Eligible Employee, upon their termination of employment.

     (e)  OUTPLACEMENT COUNSELING. Pentacon may, in its sole and absolute
          discretion, provide outplacement counseling or other services as and
          to the extent deemed appropriate by Pentacon and may require an
          Eligible Employee to execute a Release as a condition for receiving
          outplacement counseling and other services.

     (f)  REDUCTION OF BENEFITS. Notwithstanding anything in this Plan to the
          contrary, an Eligible Employee's Cash Severance Benefit and notice pay
          shall be reduced by:

          (i)   any amount paid or payable by Pentacon to or on behalf of the
                Eligible Employee by operation of Section 5 of the Worker
                Adjustment Retraining and Notification Act or any other federal
                or state law requiring the Employer to provide payment to an
                Eligible Employee for reasons also giving rise to benefit
                entitlement under this Plan; and

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          (ii)  any amount the Eligible Employee owes to Pentacon (other than
                properly documented business expenses) including, without
                limitation, unpaid bills under the corporate credit card
                program.

     (g)  FORFEITURE OF BENEFITS. Pentacon reserves the right, in its sole and
          absolute discretion, to cancel all benefits under this Plan in the
          event an Eligible Employee engages in any activity that Pentacon
          considers detrimental to its interests as determined by the Company's
          Senior Vice President and General Counsel and the Vice President of
          Human Resources. Activities that Pentacon considers detrimental to its
          interests include, but are not limited to:

          (i)   any effort on the part of the Eligible Employee, within one (1)
                year after the date the Release has been fully executed by the
                Eligible Employee and the Company, to recruit or solicit
                employees of Pentacon for employment with another company;

          (ii)  breach of any obligations under the Eligible Employee's
                Agreement Relating to Intellectual Property and Confidential
                Information;

          (iii) making false or misleading statements about Pentacon, its
                officers or employees to competitors or customers or potential
                customers of Pentacon, or to current or former employees of
                Pentacon, including but not limited to making such statements on
                or through Internet-based chat rooms, bulletin boards or other
                like forums;

          (iv)  an Eligible Employee's holding himself or herself out as an
                active employee of Pentacon subsequent to the date of their
                termination of employment; or

          (v)   breaching any of the terms of the Release.

     (h)  SUBSEQUENT EMPLOYMENT. In the event an Eligible Employee is receiving
          benefits under circumstances more fully described in Sections 4(f) or
          4(h) (except that such Eligible Employee was not offered continuing
          employment), such Eligible Employee shall have such benefits
          terminated if they later accept employment with the acquiring or
          outsource entity, as the case may be.

6.   FORM AND TIMING OF SEVERANCE BENEFITS.

     The Cash Severance Benefit shall be paid in periodic installments
     corresponding to the Eligible Employee's normal payroll period commencing
     as soon as practicable after the Eligible Employee's termination of
     employment and Notice Period. Payment shall cease in the event an Eligible
     Employee (i) accepts employment with another Pentacon entity,

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     (ii) is rehired by Pentacon, or (iii) is offered employment by Pentacon at
     a location that is not more than 50 miles from the location they last
     worked while employed by Pentacon.

     If the Eligible Employee dies before all Cash Severance Benefits have been
     paid, the balance of payments will be paid to the Eligible Employee's
     estate. Payment of benefits shall be completed within twelve (12) months of
     the Eligible Employee's termination of employment.

7.   ADMINISTRATION.

     (a)  PLAN ADMINISTRATOR. The Plan Administrator for purposes of ERISA shall
          be Pentacon, Inc. The Plan Administrator may designate one or more
          persons to carry out its duties hereunder, but such designation shall
          not be a designation of such person or persons as the Plan
          Administrator, but shall constitute only the delegation of specific
          tasks to be carried out on behalf of the Plan Administrator.

          The Plan Administrator shall keep or cause to be kept such records and
          shall prepare or cause to be prepared such returns or reports as may
          be required by law or necessary for the proper administration of the
          Plan.

     (b)  POWERS AND DUTIES OF PLAN ADMINISTRATOR. The Plan Administrator shall
          have the full discretionary power and authority to (i) construe and
          interpret the Plan (including, without limitation, supplying omissions
          from, correcting deficiencies in, or resolving inconsistencies or
          ambiguities in, the language of the Plan); (ii) determine all
          questions of fact arising under the Plan, including questions as to
          eligibility for and the amount of benefits; (iii) establish such rules
          and regulations (consistent with the terms of the Plan) as it deems
          necessary or appropriate for administration of the Plan; (iv) delegate
          responsibilities to others to assist it in administering the Plan; and
          (v) to perform all other acts it believes reasonable and proper in
          connection with the administration of the Plan. The Plan Administrator
          shall be entitled to rely on the records of Pentacon in determining
          any Eligible Employee's entitlement to and the amount of benefits
          payable under the Plan. Any determination of the Plan Administrator,
          including interpretations of the Plan and determinations of questions
          of fact, shall be final and binding on all parties.

     (c)  ADDITIONAL DISCRETIONARY AUTHORITY. The Plan Administrator may take
          the following actions under the Plan:

          (i)   subject to Section 3(b), grant benefits to an employee who would
                not otherwise be eligible for benefits under Section 3(a) above;

          (ii)  waive the requirement set forth in Section 3(b) for any
                individual Eligible Employee or group of Eligible Employees to
                execute a Release;

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          (iii) subject to the provisions of Section 5(a)(ii), grant additional
                benefits to an Eligible Employee;

          (iv)  pay benefits payable to an Eligible Employee in a single lump
                sum; and

          (v)   extend the Notice Period for any individual Eligible Employee or
                group of Eligible Employees,

          provided, however, that the Plan Administrator shall take any such
          actions only to the extent they are set forth in a written
          notification to the affected Eligible Employee(s).

     (d)  PLAN YEAR. The Plan Year shall be the calendar year.

     (e)  INDEMNIFICATION. To the extent permitted by law, Pentacon shall
          indemnify any and all fiduciaries under this Plan from all claims for
          liability, loss, or damage (including payment of expenses in
          connection with defense against such claims) arising from any act or
          failure to act in connection with the Plan.

8.   CLAIMS AND APPEALS PROCEDURES.

     (a)  Any request or claim for Plan benefits shall be deemed to be filed
          when a written request is made by the claimant or the claimant's
          authorized representative which is reasonably calculated to bring the
          claim to the attention of the Plan Administrator.

     (b)  The Plan Administrator shall provide notice in writing, including but
          not limited to electronic writing in accordance with the provisions of
          29 CFRss.2520.104b-1(c)(1), to any claimant when a claim for benefits
          under the Plan has been denied in whole or in part. Such notice shall
          be provided within 90 days of the receipt by the Plan Administrator of
          the claimant's claim or, if special circumstances require, and the
          claimant is so notified in writing before the end of the said 90-day
          period, within 180 days of the receipt by the Plan Administrator of
          the claimant's claim. The notice shall be written in a manner
          calculated to be understood by the claimant and shall:

          (i)   set forth the specific reasons for the denial of benefits;

          (ii)  contain specific references to Plan provisions relative to the
                denial;

          (iii) describe any material and information, if any, necessary for the
                claim for benefits to be allowed, not already received by the
                Plan Administrator, together with an explanation of the
                reason(s) such material or information is necessary; and

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          (iv)  advise the claimant that (i) any appeal of the Plan
                Administrator's adverse determination must be made in writing to
                the Plan Administrator within 60 days after receipt of the
                initial denial notification, and must set forth the facts upon
                which the appeal is based, and (ii) claimant may, if not
                satisfied with the Plan Administrator's decision on review,
                demand arbitration pursuant to the provisions in subsection (f)
                below.

     (c)  If notice of the denial of a claim is not furnished within the time
          periods set forth above, the claim shall be deemed denied and the
          claimant shall be permitted to proceed to the review procedures set
          forth below. If the claimant fails to appeal the Plan Administrator's
          denial of benefits in writing and within 60 days after receipt by the
          claimant of written notification of denial of the claim (or within 60
          days after a deemed denial of the claim), the Plan Administrator's
          determination shall become final and conclusive.

     (d)  If the claimant appeals the Plan Administrator's denial of benefits in
          a timely fashion, the Plan Administrator shall re-examine all issues
          relevant to the original denial of benefits. Any such claimant or
          their duly authorized representative may review any pertinent
          documents, as determined by the Plan Administrator, and submit in
          writing any issues or comments to be addressed on appeal.

     (e)  The Plan Administrator shall advise the claimant and such individual's
          representative of its decision, which shall be written in a manner
          calculated to be understood by the claimant, and include specific
          references to the pertinent Plan provisions on which the decision is
          based. Such response shall be made within 60 days of receipt of the
          written appeal, unless special circumstances require an extension of
          such 60-day period for not more than an additional 60 days. Where such
          extension is necessary, the claimant shall be given written notice of
          the delay. If the decision on review is not furnished within the time
          set forth above, the claim shall be deemed denied on review.

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     (f)  Any dispute, controversy, or claim arising out of or relating to any
          Plan benefit, including, without limitation, any dispute controversy
          or claim as to whether the decision of the Plan Administrator
          respecting the benefits under this Plan or interpretation of this Plan
          is arbitrary and capricious, that is not settled in accordance with
          the procedures outlined in Section 8, shall be settled by final and
          binding arbitration in accordance with the American Arbitration
          Association Employment Dispute Resolution Rules. Before resorting to
          arbitration, an aggrieved claimant must first follow the review
          procedure outlined in this Section of the Plan. If there is still a
          dispute after the procedures in this Section have been exhausted, the
          claimant must request arbitration in writing within six (6) months
          after the Plan Administrator issues, or is deemed to have issued, its
          determination under subsection (e) above.


          The arbitrator shall be selected by mutual agreement of the parties,
          if possible. If the parties fail to reach agreement upon appointment
          of an arbitrator within 30 days following receipt by one party of the
          other party's notice of desire to arbitrate, the arbitrator shall be
          selected from a panel or panels of persons submitted by the American
          Arbitration Association (the "AAA"). The selection process shall be
          that which is set forth in the AAA Employment Dispute Resolution
          Rules, except that, if the parties fail to select an arbitrator from
          one or more panels, AAA shall not have the power to make an
          appointment but shall continue to submit additional panels until an
          arbitrator has been selected.

          All fees and expenses of the arbitration, including a transcript if
          requested, will be borne by Pentacon. The arbitrator shall have no
          power to amend, add to or subtract from this Plan. The award shall be
          admissible in any court or agency action seeking to enforce or render
          unenforceable this Plan or any portion thereof. Any action to enforce
          or vacate the arbitrator's award shall be governed by the Federal
          Arbitration Act, if applicable.

9.   UNFUNDED OBLIGATION.

     All benefits payable under this Plan shall constitute an unfunded
     obligation of Pentacon. Payments shall be made, as due, from the general
     funds of Pentacon. This Plan shall constitute solely an unsecured promise
     by Pentacon to pay severance benefits to Eligible Employees to the extent
     provided herein.

10.  INALIENABILITY OF BENEFITS.

     No Eligible Employee shall have the power to transfer, assign, anticipate,
     mortgage or otherwise encumber any rights or any amounts payable or which
     may become payable under this Plan; nor shall any such rights or amounts
     payable or which may become payable under this Plan be subject to seizure,
     attachment, execution, garnishment or other legal or equitable process, or
     for the payment of any debts, judgments, alimony, or

                                       11
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     separate maintenance, or be transferable by operation of law in the event
     of bankruptcy, insolvency, or otherwise. In the event a person who is
     receiving or is entitled to receive benefits under the Plan attempts to
     assign, transfer or dispose of such right, or if an attempt is made to
     subject such right to such process, such assignment, transfer or
     disposition shall be null and void.

11.  WITHHOLDING.

     Pentacon shall have the right to withhold any taxes required to be withheld
     with respect to any benefits due under this Plan.

12.  AMENDMENT OR TERMINATION.

     Eligible Employees do not have any vested right to benefits under the terms
     of this Plan. Pentacon reserves the right, in its sole and absolute
     discretion, to amend or terminate the Plan at any time without prior notice
     to or the consent of any employee, including any Eligible Employee. No
     amendment or termination shall adversely affect the rights of any Eligible
     Employee whose employment terminated prior to the date such amendment or
     termination is adopted or effective, whichever is later. Any Eligible
     Employee whose employment continues after amendment of the Plan shall be
     governed by the terms of the Plan as so amended. Any Eligible Employee
     whose employment continues on or after the later of the date an amendment
     to terminate the Plan is adopted or effective shall have no right to any
     benefits whatsoever under the Plan.

13.  PLAN NOT A CONTRACT OF EMPLOYMENT; PENTACON'S POLICIES CONTROL.

     Nothing contained in this Plan shall give an employee the right to be
     retained in the employment of Pentacon. This Plan is not a contract of
     employment between Pentacon and any employee.

     Any dispute involving issues of employment other than claims for benefits
     under this Plan shall be governed by the appropriate employment dispute
     resolution policies and procedures of Pentacon.

14.  GOVERNING LAW.

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     The Plan is an employee welfare benefit plan within the meaning of Section
     3(1) of ERISA, and will be construed in accordance with the provisions of
     ERISA.

15.  SEVERABILITY.

     If any provision of this Plan shall be held illegal or invalid for any
     reason, said illegality or invalidity shall not affect the remaining parts
     of this Plan, but this Plan shall be construed and enforced as if said
     illegal or invalid provision had never been included herein.

16.  RECOVERY OF MISTAKEN PAYMENTS.

     An employee of the Company, whether or not an Eligible Employee under the
     terms of this Plan, shall be required to return to the Company any benefit
     payment, or portion thereof, made by a mistake of fact or law.

17.  NO REPRESENTATIONS TO THE CONTRARY.

     No employee, officer, director or other representative of the Company has
     the authority to alter, vary or modify the terms of the Plan, except as
     provided in Section 7(c) above. No oral representations contrary to the
     terms of the Plan and its authorized written amendments shall be binding
     upon the Plan, the Plan Administrator or the Company.


DATED:  __________________, 2001              PENTACON, INC.


                                          By:
                                              ------------------------

                                       Title:
                                              ------------------------

DATED:  __________________, 2001              PENTACON AEROSPACE GROUP, INC.


                                          By:
                                              ------------------------

                                       Title:
                                              ------------------------


DATED:  __________________, 2001              PENTACON INDUSTRIAL GROUP, INC.

                                       13
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                                          By:
                                              ------------------------

                                       Title:
                                              ------------------------


DATED:  __________________, 2001              PENTACON USA, L.P.


                                          By:
                                              ------------------------

                                       Title:
                                              ------------------------


DATED:  __________________, 2001              PENTACON PROPERTIES, L.P.


                                          By:
                                              ------------------------

                                       Title:
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