Exhibit 10.24


                               WESTCON GROUP INC.
                                STOCK OPTION PLAN
                       AMENDED AND RESTATED JULY 17, 2002


1. Purpose. The purpose of this Stock Option Plan ("Plan") is to advance the
interests of Westcon Group Inc. ("Corporation") and its stockholders by helping
the Corporation and its subsidiaries obtain and retain the services and advice
of its directors, officers, employees, consultants, contractors and advisors
upon whose judgment, initiative and efforts the Corporation is substantially
dependent and to provide those persons with further incentives to advance the
interests of the Corporation. The Corporation may grant under the Plan both
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code ("Incentive Stock Options") and stock options that do not qualify
for treatment as Incentive Stock Options ("Non-Qualified Stock Options"). Unless
otherwise stated herein, all references to "Options" include both Incentive
Stock Options and Non-Qualified Stock Options.

2. Definitions. The following terms will be applied to the Plan and any
agreement entered into pursuant to the Plan:

     "Board or Board of Directors" means the Board of Directors of the
     Corporation.

     "Committee" means the Compensation Committee as described in Paragraph 4
     hereof.

     "Subsidiary" means a corporation where 50% or more of its issued stock is
     owned directly or indirectly by the Corporation at the time options are
     issued under this Plan.

     "Eligible Participant" means any director, officer, employee, consultant,
     contractor and advisor of the Corporation, other than a director of the
     Corporation that serves on the Committee, or any Subsidiary.

     "Option" means an option to purchase a share or shares of common stock of
     the Corporation granted under the Plan.

     "Optionee" means an Eligible Participant that has been awarded an Option in
     accordance with the Plan.

     "Plan" means the Corporation's Stock Option Plan dated November 15, 2000.

     "Share" means a share of common stock of the Corporation offered for
     purchase pursuant to an Option.

     "Stockholder" means a holder of stock of the Corporation.


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Westcon Group, Inc.
Stock Option Plan
Amended & Restated July 17, 2002
<PAGE>

     "Substitute Option" means an option granted in assumption of, or in
     substitution for, an outstanding option previously granted by a corporation
     acquired by the Corporation or with which the Corporation combines.

     "Currency" - all reference to dollars, currency and monetary units shall
     represent United States Currency.


3. Effective Date. The Plan will be effective on the date of its adoption by the
Board of Directors and approval of the Stockholders entitled to vote. This Plan
will remain in effect until it is terminated by the Board or as provided in
Paragraph 15 hereof.

4. Administration. (a) The Plan will be administered by the Compensation
Committee appointed by the Board, consisting of three members, all of whom will
be members of the Board of Directors and will not be eligible to receive any
Options. Members of the Committee will serve at the will of the Board under the
Plan. The Board may substitute any Committee member or fill any vacancies in the
Committee. A majority of the Committee will constitute a quorum. All
determinations of the Committee will be made by a majority of its members. Each
member of the Compensation Committee will be a disinterested director of the
Company within the meaning of Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended ("Exchange Act").

     (b) Subject to the express provisions of the Plan, the Committee will have
full power and authority, in its discretion, and without limitation, taking into
account accomplishments of the individual in furthering the interests of the
Corporation as the primary factor for the Committee to consider in reaching its
determinations and any other factors that it deems to be pertinent: (i) to
determine the individuals to whom Options are granted, whether an Option is
intended to be an Incentive Stock Option or a Non-Qualified Stock Option, the
times when such individuals will be granted Options, the number of shares to be
subject to each Option, the term of each Option, the date when each Option will
become exercisable, whether an Option will be exercisable in whole or in part in
installments, and the option price of each Option; and (ii) to make all other
determinations necessary or advisable for administering the Plan.

     (c) Each Option will be evidenced by a written agreement ("Award
Agreement") that sets forth (i) the number of shares subject to the Option: (ii)
the Option exercise price; (iii) the expiration date of the Option; (iv) the
method of payment on exercise of the Option; (v) whether the Option is an
Incentive Stock Option or a Non-Qualified Stock Option; and (vi) such additional
provisions, not inconsistent with the Plan, as the Compensation Committee may
prescribe.

     (d) Subject to the express provisions of the Plan, the Committee will have
the power and authority to construe and interpret the Plan and the respective
Award Agreements entered into pursuant to the Plan, and to make all other
determinations necessary or advisable for administering the Plan. The
determination of the Committee on all matters referred to in this Paragraph will
be final and conclusive.

     (e) The Committee will designate any Option granted hereunder either as an
Incentive Stock Option or a Non-Qualified Stock Option. The Committee's
discretion is limited to the


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Westcon Group, Inc.
Stock Option Plan
Amended & Restated July 17, 2002
<PAGE>

extent that no Incentive Stock Option may be granted to a person who is not an
employee of the Corporation or a Subsidiary.

     (f) To the extent that the aggregate fair market value (as of the Grant
Date) of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by an Optionee during any calendar year (under
all plans of the Corporation and its parent and subsidiaries ) exceed one
hundred thousand dollars ($100,000), such Options shall be treated as Options
that are not Incentive Stock Options.

5. Eligibility. Options may be granted only to Eligible Participants who are
selected by the Committee in accordance with the provisions of the Plan. Holders
of options granted by a corporation acquired by the Corporation or with which
the Corporation combines are eligible for grant of Substitute Options hereunder.

6. Shares. The Shares will be authorized but unissued or treasury shares.
Subject to adjustment made in accordance with Paragraph 12, the maximum number
of Shares that may be issued under the Plan will not exceed four million six
hudred sixty thousand (4,660,000) Shares. Shares from lapsed or terminated
Options, other than Substitute Options, may be offered by the Committee as
subsequent Options and will not be considered in computing the total number of
Shares that may be issued under the Plan. Shares underlying Substitute Options
shall not reduce the number of Shares remaining available for issuance under the
Plan.

7. Option Price. For purposes of the Plan, the term "Grant Date" will mean the
date on which the grant of an Option is duly authorized by the Compensation
Committee. The option price at which an Option is exercisable will be at least
the fair market value per share of the Shares on the Grant Date of the Option.
However, if an Incentive Stock Option is granted to any person who would, after
the grant of such Option, be deemed to own stock possessing more than ten (10%)
percent of the total combined voting power of all classes of stock of the
Corporation or of any parent or subsidiary of the Corporation (a "Ten Percent
Stockholder"), the option price will be not less than one hundred and ten (110%)
percent of the fair market value per share of the Shares on the Grant Date of
such Option. The Compensation Committee is hereby empowered to adopt any
reasonable method for the purpose of determining fair market value.

8. Term and Termination of Options. (a) The term of each Option will be
determined by the Compensation Committee, but in no event (including events
identified in Paragraphs 8 (b) (ii) - (iii)) will an Option be exercisable,
either in whole or in part, after the expiration of ten (10) years from the
Grant Date of the Option.

     (b) Options will terminate, except as otherwise determined by the
Compensation Committee, as follows: (i) if Optionee ceases to be an Eligible
Participant as a result of Optionee's violation of their duties to the
Corporation, as conclusively determined by the Committee in its sole discretion,
all Optionee's unexercised Options will immediately terminate and the Optionee
will have no right to exercise any unexercised Option they might have exercised
prior to the date they ceased to be an Eligible Participant; (ii) if an Optionee
ceases to be an Eligible Participant as a result of death or total and permanent
disability, each Option granted to Optionee will terminate twelve (12) months
from the date of Optionee's death or total and permanent disability, provided
that at the time of Optionee's death or total and permanent disability Optionee
was in the employ or service of the


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Westcon Group, Inc.
Stock Option Plan
Amended & Restated July 17, 2002
<PAGE>

Corporation or a subsidiary; (iii) if an Optionee ceases to be an Eligible
Participant for any other reason, including with limitation, by reason of
resignation, discharge, or retirement, each Option granted to Optionee will
terminate three (3) months from the date on which the Optionee ceased to be an
Eligible Participant; (iv) if an Optionee fails to exercise the Option within
ten (10) years of the Option Grant Date each Option will terminate immediately
thereafter; (v) if the Committee and the Optionee mutually agree to terminate
the Option.

     (c) The Committee will determine conclusively the effect of all matters and
questions relating to termination of employment or service, including whether
any leave of absence constitutes termination of employment or service. Any such
determination by the Committee will be binding on the Parties for all purposes.

9. Exercise of Option. (a) Each Option shall be exercisable at such times and
subject to such terms and conditions as the Committee may, in its sole
discretion, specify in the applicable Award Agreement or thereafter. The
Committee may impose such conditions with respect to the exercise of Options,
including without limitation, any conditions relating to the application of
federal or state securities laws, as it may deem necessary or advisable.

     (b) Subject to the terms and conditions of the Plan, Options may be
exercised whether in whole or in part, by giving written notice to the
Corporation at its principal office, addressed to the attention of the
Secretary, specifying the number of Shares being purchased and the purchase
price being paid, and accompanied by payment in full of the purchase price.

     (c) In the event that Optionee's employment or service is earlier
terminated by death, the Option will be exercisable immediately thereafter in
accordance with Paragraph 8 (b) (ii). Nothing in the Plan or in any Option will
confer on any individual any right to continue in the employ or service of the
Corporation or interfere in any way with the right of the Corporation to
terminate his or her employment or service at any time.

     (d) An Option may be exercised as to the total number of Shares or as to
any portions of the Shares in units of no less than one (1) Share.

     (e) The Committee may request that an Optionee execute a shareholder
agreement in a form acceptable to the Committee when exercising the Option.

     (f) The exercise of an Option will be conditioned upon the Optionee making
arrangements satisfactory to the Committee for the payment to the Corporation of
the amount of all taxes required by any governmental authority to be withheld
and paid over by the Corporation to the governmental authority on account of the
exercise.

     (g) Upon the exercise of an Option and, if required by the Committee,
execution of the shareholder agreement, certificates evidencing the Share or
Shares purchased pursuant to the Plan will be delivered to the person exercising
the Option.

     (h) Subject to the limitations imposed by Paragraph 8, in the event of the
death of an Optionee (i) while he is an Eligible Participant or within three
months of termination of his status as an Eligible Participant for any reason
other than as described in Paragraph 8 (b)(i), and (ii) prior to complete
exercise of any Options granted to him, then any remaining Options with exercise
periods outstanding may be exercised, in whole or in part, at any time within
one year after the date of the Optionee's death and then only: (A) by the
Optionee's estate or


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Westcon Group, Inc.
Stock Option Plan
Amended & Restated July 17, 2002
<PAGE>

by such person to whom the Optionee's rights hereunder will have passed under
his will or the laws of descent and distribution; (B) to the extent that the
Optionee was entitled to exercise the Option on the date of his death, and
subject to all the conditions on exercise imposed hereby; and (C) prior to the
expiration of the term of the Option.

10. Payment. Payment of the purchase price for Shares purchased pursuant to an
Option must be made in full in cash at the time of the exercise of the Option as
provided in Paragraph 9 hereof or if approved by the Committee following an
initial public offering, in accordance with a cashless exercise program.

11. Nontransferability. An Option granted under the Plan may not be transferred,
assigned, pledged, hypothecated or otherwise disposed of except by will or the
laws of descent and distribution and, may be exercised only by the Optionee
during the lifetime of the Optionee.

12. Adjustment. In the event that: (a) in connection with a merger or
consolidation of the Corporation or a sale by the Corporation of all or a part
of its assets, the outstanding shares are exchanged for a different number or
class of shares of stock or other securities of the Corporation, or for shares
of the stock or other securities of any other entity; or (b) new, different or
additional shares or other securities of the Corporation or of any other entity
are received by the holders of shares, whether by way of re-capitalization or
otherwise; or (c) any dividend in the form of stock is made to the holders of
shares, or any stock split or reverse split pertaining to shares is effected;
then the Committee will make the appropriate adjustment to: (i) the number and
kind of shares or other securities that may be issued upon exercise of Options
yet to be granted; (ii) the Option price per share to be paid upon exercise of
each outstanding Option; and (iii) the number and kind of shares or other
securities covered by each outstanding Option.

13. Registration and Purchase for Investment. Each grant of an Option under the
Plan, and (unless a Registration Statement with respect thereto will then be
effective under the Securities Act of 1933, as amended ("Securities Act")), each
issuance of Shares upon exercise of an Option, will be conditioned upon the
Corporation's prior receipt of a duly executed letter of investment intent, in
form and content satisfactory to counsel for the Corporation, of the Optionee
that such Option and such Shares are being acquired by the Optionee solely for
investment and not with a view to sell in connection with any distribution
thereof and not with any present intention of selling, transferring or disposing
of the same. Any Shares acquired by the Optionee upon exercise of the Option may
not thereafter be offered for sale, sold or otherwise transferred unless (a) a
Registration Statement with respect thereto will then be effective under the
Securities Act, and the Corporation will have been furnished with proof
satisfactory to it that such Optionee has complied with applicable state
securities laws, or (b) the Corporation will have received an opinion of counsel
in form and substance satisfactory to counsel for the Corporation that the
proposed offer for sale or transfer is exempt from the registration requirements
of the Securities Act and may otherwise be transferred in compliance with the
Securities Act and in compliance with any other applicable law, including all
applicable state securities laws; and the Corporation may withhold transfer,
registration and delivery of such securities until one of the foregoing
conditions will have been met.

14. Legends. The Corporation may at any time place legends referencing any
applicable federal or state securities law restrictions on all certificates
issued for Shares purchased


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Westcon Group, Inc.
Stock Option Plan
Amended & Restated July 17, 2002
<PAGE>


pursuant to the Plan. The Optionee will at the request of the Corporation,
promptly present to the Corporation all certificates representing the Shares
purchased pursuant to the Plan in the possession of the Optionee in order to
effectuate the provisions of this paragraph. Unless otherwise specified by the
Corporation, the legend may include, without limitation, the following:

     (a) "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED,
ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT
UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH
RULE 144 OR RULE 701 UNDER THE ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL
FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY,
STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT."

     (b) Any legend reasonably required by the Corporation or required by
applicable law.

15. Suspension, Amendment or Termination of Plan. Unless the Plan will have been
previously terminated by the Board of Directors, the Plan will terminate within
ten (10) years from the date the Plan is approved by the Board of Directors and
Stockholders. The Board will have the right, at any time to suspend, amend or
terminate the Plan, provided however that, unless duly approved by a majority of
the Stockholders no amendment will increase the total number of Shares and
provided further that no termination of the Plan or action by the Board of
Directors in amending or suspending the Plan will affect or impair the rights of
an Optionee under any Option previously granted.

     No Option may be granted under the Plan during any suspension or after the
termination of the Plan.

     No action of the Board will cause Incentive Stock Options granted under the
Plan not to comply with Section 422 of the Internal Revenue Code unless the
Board specifically declares such action to be done for that purpose.

16. Compliance with Rule 16(b). With respect to provisions of the Plan that are
subject to Section 16 of the Exchange Act, transactions under the Plan are
intended to comply with all conditions of Rule 16b-3, as amended, or its
successors under the Exchange Act applicable thereto. To the extent any
provisions of the Plan or action by the Committee fails to so comply, it will be
deemed null and void, to the extent permitted by law and deemed advisable by the
Committee.

17. Governing Law. The Plan will be governed by and construed in accordance with
the law of the State of New York.





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Westcon Group, Inc.
Stock Option Plan
Amended & Restated July 17, 2002
<PAGE>


                               WESTCON GROUP INC.
                             STOCK OPTION AGREEMENT


     This Agreement dated October 1, 2001 between Westcon Group Inc., a Delaware
corporation, having an office at 520 White Plains Road, Tarrytown, New York
10591 (the "Corporation") and _______________________ ("Optionee").

                                    RECITALS

     The Board of Directors of the Corporation ("Board") and the Stockholders of
the Corporation ("Stockholders") have approved and adopted a Stock Option Plan
that became effective on January 31, 2001 ("Plan").


     The Corporation wishes to grant to the Optionee and the Optionee wishes to
accept an option to purchase Common Stock of the Corporation in accordance with
the Plan ("Option").

     The parties agree as follows:

     1. Grant of Option. In consideration of past services and advice rendered
by the Optionee to the Corporation and to give the Optionee further incentive to
advance the interests of the Corporation, the Corporation grants to the Optionee
the Option to purchase any part of an aggregate of ________ shares of Common
Stock of the Corporation ("Shares"), under the terms and conditions set forth in
this Agreement and in the Plan, effective upon the date of this Agreement as
indicated above ("Grant Date"), such Option to be conditioned on the
Corporation's consumation of an Initial Public Offering. In the event that the
Initial Public Offering ("IPO") does not occur within three (3) years from date
of this Agreement, this Agreement shall terminate.

     2. Purchase Price. The purchase price for the Shares is $____________ per
share, which is the per share fair market value on the Grant Date of the Option.
The purchase price is payable in full, in cash at the time of the exercise of
the Option.

     3. Term. The term of the Option will continue for ten (10) years from the
Grant Date.

     4. Termination. Subject to the limitation imposed by Paragraph 3, each
Option will terminate as follows:

     (a) If Optionee ceases to be a director, officer, employee, consultant,
contractor or advisor of Corporation or any Subsidiary of the Corporation as
provided in the Plan ("Eligible Participant") as a result of Optionee's
violation of his or her duties to the Corporation, as conclusively determined
pursuant to the Plan, all Optionee's unexercised Options will immediately
terminate and the Optionee will have no right to exercise any unexercised Option
he or she might have exercised prior to the date he or she ceased to be an
Eligible Participant;

     (b) If an Optionee ceases to be an Eligible Participant as a result of
death or total and permanent disability, each Option granted to Optionee will
terminate twelve (12) months from the date of Optionee's death or total and
permanent disability, provided that at the time of Optionee's death or total and
permanent disability Optionee was in the employ or service of the Corporation or
a subsidiary;

     (c) If an Optionee ceases to be an Eligible Participant for any other
reason, including without limitation, by reason of resignation, discharge, or
retirement, each Option granted to Optionee will terminate three (3) months from
the date Optionee ceased to be an Eligible Participant;

     (d) If an Optionee fails to exercise the Option within ten (10) years from
the Grant Date the Option will terminate immediately thereafter; or

     (e) If Optionee and the Corporation mutually agree to terminate the Option.

Westcon Group, Inc.
Stock Option Agreement
Company Confidential

October 1, 2001                        1
<PAGE>


     The effect of all matters and questions relating to the termination of
employment or being an Eligible Participant will be conclusively determined in
accordance with the Plan, which determination will be binding on the parties for
all purposes.

     5. Exercise of Option.

     (a) Subject to the terms and conditions of the Plan, Options may be
exercised, whether in whole or in part, by giving written notice to the
Corporation at its principal office and addressed to the attention of the
Secretary specifying the number of Shares being purchased and the purchase price
being paid, and accompanied by payment in full in cash of the purchase price.

     (b) Unless otherwise determined by the Committee and except as otherwise
set forth in this section 5 (b), an Option that has not otherwise terminated may
be exercised: (i) on the first anniversary of the Grant Date with respect to
Thirty-three percent (33%) of the shares subject to the Option; and (ii) at the
expiration of each Three (3) month period thereafter with respect to Nine
percent (9%) of the shares subject to the Option until the Option may be
exercised in full. In the event that the Optionee's employment or service is
earlier terminated by death, in which case the Option will be exercisable
immediately thereafter in accordance with Section 4 (b) herein. Nothing in the
Plan or in any Option will confer upon any individual any right to continue in
the employ or service of the Corporation or subsidiary or interfere in any way
with the right of the Corporation to terminate his or her employment or service
at any time.

     (c) An Option may be exercised as to the total number of Shares or as to
any portions of the Shares in units of no less than one (1) Share.

     (d) Optionee will make arrangements satisfactory to the Committee for the
payment to the Corporation of the amount of any taxes required by any
governmental authority to be withheld and paid over by the Corporation to the
governmental authority on account of the exercise of the Option.

     (e) Upon the exercise of an Option, certificates evidencing the Shares
purchased pursuant to the Plan will be delivered to the person exercising the
Option within a reasonable time.

     (f) Subject to the limitations imposed by Paragraphs 3 and 4, in the event
of the death of an Optionee

          (i) While he is an Eligible Participant or within three months after
     termination of his status as an Eligible Participant for any reason other
     than as described in Paragraph 3(a) or 3(b), and

          (ii) Prior to complete exercise of any Options granted to him under
     the Plan, then any such unexercised Options with exercise periods
     outstanding may be exercised, in whole or in part, within twelve (12)
     months after the date of the Optionee's death and then only:

               (A) By the Optionee's estate or by such person to whom the
          Optionee's rights hereunder will have passed under his Will or the
          laws of descent and distribution;

               (B) To the extent that the Optionee was entitled to exercise the
          Option on the date of his death and subject to all of the conditions
          on exercise imposed hereby and the Plan; and

               (C) Prior to the expiration of the term of the Option.

     6. Option Designation. In accordance with the Plan, the Option is
designated:

     _____Incentive Stock Option
     _____Non Qualified Stock Option.

     7. No Rights as a Shareholder. The Optionee will not have any rights of a
shareholder with respect to any Shares until the date of the issuance of a stock
certificate as a result of the exercise of the Option.


Westcon Group, Inc.
Stock Option Agreement
Company Confidential

October 1, 2001                        2
<PAGE>


     8. Nontransferability. The Option may not be transferred, pledged, assigned
or otherwise disposed of, except by Will or the law of descent and distribution
and may be exercised only by the Optionee during the lifetime of the Optionee.

     9. Adjustment. In the event that:

     (a) In connection with a merger or consolidation of the Corporation or sale
by the Corporation of all or part of its assets, the outstanding shares are
exchanged for a different number or class of shares of stock or other securities
of the Corporation, or for shares of the stock or other securities of any other
entity; or

     (b) New, different or additional shares or other securities of the
Corporation or of any other entity are received by the holder of shares, whether
by way of recapitalization or otherwise; or

     (c) Any dividend in the form of stock is made to the holders of shares, or
any stock split or reverse split pertaining to shares is effected; then the
Corporation will make the appropriate adjustment to:

          (i) The number and kind of shares or other securities that may be
     issued upon exercise of Options yet to be granted;

          (ii) The Option price per share to be paid upon exercise of each
     outstanding Option; and

          (iii) The number and kind of shares or other securities covered by
     each outstanding Option.

     10. Legends. The Corporation may at any time place legends referencing any
applicable federal or state securities law restrictions on all certificates
issued for Shares purchased pursuant to the Plan. The Optionee will, at the
request of the Corporation, promptly present to the Corporation any and all
certificates representing the Shares purchased pursuant to the Plan in the
possession of the Optionee in order to effectuate the provisions of this
Paragraph. Unless otherwise specified by the Corporation, the legend may
include, without limitation, the following:

     (a) Any legend reasonably required by the Corporation or required by
applicable law.

     11. Receipt of Plan. Optionee acknowledges that he or she has been provided
with a copy of the Plan by the Corporation and that he or she has reviewed and
understands same.

     12. No Waiver. No waiver of any breach or condition of this Agreement will
be deemed to be a waiver of any other or subsequent breach or condition.

     13. Additional Documentation. The Optionee will execute any additional
documents that are reasonably necessary to effectuate provisions of this
Agreement.

     14. No Obligation. The granting of Option will impose no obligation upon
the Optionee to exercise the Option.

     15. Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York, other than conflicts of law.

     16. Entire Agreement. This Agreement and the Plan and any other writings
referenced therein constitute the entire agreement between the parties with
respect to the subject matter hereof.


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


                                        Westcon Group Inc.


----------------------------------      -----------------------------------
Optionee                                By:
                                        Title:
                                        Dated:


Westcon Group, Inc.
Stock Option Agreement
Company Confidential

October 1, 2001                        3