SED INTERNATIONAL HOLDINGS, INC.

                       1999 STOCK OPTION PLAN

<PAGE>
                          TABLE OF CONTENTS


ARTICLE 1
     Purpose . . . . . . . . . . . . . . . . . . . . . . . Page 1
          1.1  General Purpose  . . . . . . . . . . . . .  Page 1
          1.2  Intended Tax Effects of Stock Rights   . .  Page 1

ARTICLE 2
     Definitions . . . . . . . . . . . . . . . . . . . . . Page 1
          2.1  1933 Act  . . . . . . . . . . . . . . . . . Page 1
          2.2  1934 Act  . . . . . . . . . . . . . . . . . Page 1
          2.3  Beneficiary . . . . . . . . . . . . . . . . Page 1
               (a)  Designation of Beneficiary . . . . . . Page 1
               (b)  No Designated Beneficiary  . . . . . . Page 2
               (c)  Designation of Multiple Beneficiaries. Page 2
          2.4  Board . . . . . . . . . . . . . . . . . . . Page 2
          2.5  Cause . . . . . . . . . . . . . . . . . . . Page 2
          2.6  Change of Control . . . . . . . . . . . . . Page 2
               (a)  Acquisition By Person of Substantial
                    Percentage of the Company's Voting
                    Power. . . . . . . . . . . . . . . . . Page 2
               (b)  Substantial Change of Board Members. . Page 2
               (c)  Disposition of Assets. . . . . . . . . Page 2
               (a)  Acquisition By Person of Substantial
                    Percentage of a Subsidiary's Voting
                    Power  . . . . . . . . . . . . . . . . Page 3
               (e)  Disposition of Assets of a Subsidiary. Page 3
          2.7  Code. . . . . . . . . . . . . . . . . . . . Page 4
          2.8  Committee . . . . . . . . . . . . . . . . . Page 4
          2.9  Common Stock. . . . . . . . . . . . . . . . Page 4
          2.10 Company . . . . . . . . . . . . . . . . . . Page 5
          2.11 Consultant. . . . . . . . . . . . . . . . . Page 5
          2.12 Director. . . . . . . . . . . . . . . . . . Page 5
          2.13 Disability. . . . . . . . . . . . . . . . . Page 5
          2.14 Effective Date. . . . . . . . . . . . . . . Page 5
          2.15 Fair Market Value . . . . . . . . . . . . . Page 5
              (a)  Stock Listed and Shares Traded. . . . . Page 5
              (b)  Stock Listed But No Shares Traded . . . Page 5
              (c)  Stock Not Listed  . . . . . . . . . . . Page 6
          2.16 NQSO. . . . . . . . . . . . . . . . . . . . Page 6
          2.17 Option. . . . . . . . . . . . . . . . . . . Page 6
          2.18 Option Agreement. . . . . . . . . . . . . . Page 6
          2.19 Option Price. . . . . . . . . . . . . . . . Page 6
<PAGE>
          2.20 Optionee. . . . . . . . . . . . . . . . . . Page 6
          2.21 Person. . . . . . . . . . . . . . . . . . . Page 6
          2.22 Plan. . . . . . . . . . . . . . . . . . . . Page 6
          2.23 Recipient . . . . . . . . . . . . . . . . . Page 6
          2.24 Restricted Stock. . . . . . . . . . . . . . Page 6
          2.25 Restriction Agreement . . . . . . . . . . . Page 7
          2.26 Stock Rights. . . . . . . . . . . . . . . . Page 7

ARTICLE 3
     Administration  . . . . . . . . . . . . . . . . . . . Page 7
          3.1  General Administration. . . . . . . . . . . Page 7
          3.2  Appointment . . . . . . . . . . . . . . . . Page 7
          3.3  Organization. . . . . . . . . . . . . . . . Page 7
          3.4  Indemnification . . . . . . . . . . . . . . Page 8

ARTICLE 4
     Stock   . . . . . . . . . . . . . . . . . . . . . . . Page 8

ARTICLE 5
     Eligibility to Receive and Grant of Stock Rights. . . Page 8
          5.1  Individuals Eligible for Grants of Stock
               Rights. . . . . . . . . . . . . . . . . . . Page 8
          5.2  Grants of Stock Rights. . . . . . . . . . . Page 9
          5.3  Restriction on Grant of Stock Options . . . Page 9

ARTICLE 6
     Terms and Conditions of Options . . . . . . . . . . . Page 9
          6.1  Requirement of Option Agreement . . . . . . Page 9
          6.2  Optionee and Number of Shares . . . . . . .Page 10
          6.3  Vesting . . . . . . . . . . . . . . . . . .Page 10
          6.4  Option Price. . . . . . . . . . . . . . . .Page 10
          6.5  Terms of Options. . . . . . . . . . . . . .Page 10
          6.6  Terms of Exercise . . . . . . . . . . . . .Page 11
          6.7  Method of Exercise. . . . . . . . . . . . .Page 11
          6.8  Medium and Time of Payment. . . . . . . . .Page 11
          6.9  Effect of Termination of Employment,
               Disability or Death. . . . . . . . . . . . Page 12
               (a)  Termination of Employment . . . . . . Page 12
               (b)  Termination of Employment by Company
                    Without Cause . . . . . . . . . . . . Page 13
               (c)  Disability. . . . . . . . . . . . . . Page 13
               (b)  Death . . . . . . . . . . . . . . . . Page 13
          6.10 Restrictions on Transfer and Exercise of
               Options. . . . . . . . . . . . . . . . . . Page 13
          6.11 Rights as a Stockholder . . . . . . . . . .Page 14
<PAGE>
          6.12 No Obligation to Exercise Option. . . . . .Page 14
          6.13 Acceleration. . . . . . . . . . . . . . . .Page 14

ARTICLE 7
     Terms and Conditions of Restricted Stock Awards . .  Page 14
          7.1  Requirement of Restriction Agreement. . .  Page 14
          7.2  Effect of Grant of Restricted Stock . . .  Page 14
          7.3  Restricted Stock Recipient and Number
               of Shares . . . . . . . . . . . . . . . .  Page 14
          7.4  Restrictions on Stock . . . . . . . . . . .Page 14
          7.5  Delivery of Restricted Stock. . . . . . . .Page 15
          7.6  Termination of Service. . . . . . . . . . .Page 16
          7.7  Restrictions on Transfer. . . . . . . . . .Page 17
          7.8  Rights as a Stockholder . . . . . . . . . .Page 17
          7.9  Acceleration. . . . . . . . . . . . . . . .Page 17
          7.10 Restrictions on Grants. . . . . . . . . . .Page 17

ARTICLE 8
     Adjustments Upon Changes in Capitalization. . . . . .Page 17
          8.1  Recapitalization. . . . . . . . . . . . . .Page 17
          8.2  Reorganization. . . . . . . . . . . . . . .Page 18
          8.3  Dissolution and Liquidation . . . . . . . .Page 18
          8.4  Limits on Adjustments . . . . . . . . . . .Page 18

ARTICLE 9
     Agreement by Optionee or Recipient and Securities
     Registration. . . . . . . . . . . . . . . . . . . . .Page 19
          9.1  Agreement . . . . . . . . . . . . . . . . .Page 19
          9.2  Registration. . . . . . . . . . . . . . . .Page 19

ARTICLE 10
     Effective Date . . . . . . . . . . . . . . . . . . . Page 20

ARTICLE 11
     Amendment and Termination. . . . . . . . . . . . . . Page 20
          11.1 Amendment and Termination By the Board. . .Page 20
          11.2 Restrictions on Amendment and Termination .Page 20

ARTICLE 12
     Miscellaneous Provisions . . . . . . . . . . . . . . Page 20
          12.1 Application of Funds. . . . . . . . . . . .Page 20
          12.2 Notices . . . . . . . . . . . . . . . . . .Page 21
          12.3 Term of Plan. . . . . . . . . . . . . . . .Page 21
          12.4 Governing Law . . . . . . . . . . . . . . .Page 21
<PAGE>
          12.5 Additional Provisions By Committee. . . . .Page 21
          12.6 Plan Document Controls. . . . . . . . . . .Page 21
          12.7 Gender and Number . . . . . . . . . . . . .Page 21
          12.8 Headings. . . . . . . . . . . . . . . . . .Page 21
          12.9 Legal References. . . . . . . . . . . . . .Page 21
          12.10 No Rights to Employment or to Perform
                Services. . . . . . . . . . . . . . . . . Page 21
          12.11 Unfunded Arrangement  . . . . . . . . . . Page 21
<PAGE>

                 SED INTERNATIONAL HOLDINGS, INC.

                      1999 STOCK OPTION PLAN

                           ARTICLE 1
                            Purpose

     1.1  General Purpose.  The purpose of this Plan is to further the
growth and development of the Company by encouraging employees,
Directors and Consultants of the Company to obtain a proprietary
interest in the Company. The Company intends that the Plan will
provide such persons with an added incentive to continue in the employ
of the Company, or to continue to serve as a Director or Consultant,
as applicable, and will stimulate their efforts in promoting the
growth, efficiency and profitability of the Company.  The
Company also intends that the Plan will afford the Company a means of
attracting to its service persons of outstanding quality.

     1.2  Intended Tax Effects of Stock Rights.  The tax effects of
any NQSO or Restricted Stock granted hereunder should be determined
under Code Paragraph 83.


                            ARTICLE 2
                           Definitions

     The following words and phrases as used in this Plan shall have
the meanings set forth in this Article unless a different meaning is
clearly required by the context:

     2.1  1933 Act shall mean the Securities Act of 1933, as amended.

     2.2  1934 Act shall mean the Securities Exchange Act of 1934, as
amended.

     2.3  Beneficiary shall mean, with respect to an Optionee, or
Restricted Stock Recipient, the individual or individuals to whom the
Optionee's Options or Restricted Stock Recipient's Restricted Stock
shall be transferred upon the Optionee's or Restricted Stock
Recipient's death (i.e., the Optionee's or Restricted Stock
Recipient's Beneficiary).

               (a)  Designation of Beneficiary.  An Optionee's or
     Restricted Stock Recipient's Beneficiary shall be the individual
     who is last designated in writing by the Optionee or Restricted
     Stock Recipient as such Optionee's or Restricted Stock
     Recipient's Beneficiary hereunder.  An Optionee or Restricted
     Stock Recipient shall designate his or her original

<PAGE>
     Beneficiary in writing on his or her Option Agreement or
     Restricted Stock Agreement. Any subsequent modification of the
     Optionee's or Restricted Stock Recipient's Beneficiary shall be
     in a written executed and notarized letter addressed to the
     Company and shall be effective when it is received and accepted
     by the Committee, as determined in the Committee's sole
     discretion.

               (b)  No Designated Beneficiary.  If, at any time, no
     Beneficiary has been validly designated by an Optionee or
     Restricted Stock Recipient, or the Beneficiary designated by the
     Optionee or Restricted Stock Recipient is no longer living at the
     time of the Optionee's or Restricted Stock Recipient's death,
     then the Optionee's or Restricted Stock Recipient's Beneficiary
     shall be deemed to be the Optionee's estate.

               (c)  Designation of Multiple Beneficiaries.  An
     Optionee or Restricted Stock Recipient may not designate more
     than one individual as a Beneficiary.  To the extent that a
     designation purports to designate more than one individual as a
     Beneficiary, the designation shall be null and void.

     2.4  Board shall mean the Board of Directors of SED International
Holdings, Inc.

     2.5  Cause shall mean an act or acts by an individual involving
the commission of a felony, willful misconduct, fraud, embezzlement,
dishonesty, breach of fiduciary duty or violation or breach of a
written employment or consulting agreement or of Company policy as
described in a Company employee handbook, any of which acts cause the
Company material damage, as determined by the Committee in its sole
discretion.

     2.6  Change of Control shall mean the occurrence of any one of
the following events:

               (a)  Acquisition By Person of Substantial Percentage of
     the Company's Voting Power.  Any individual, corporation,
     partnership, Group, association or other person or entity,
     together with his, its or their Affiliates and Associates, other
     than a trustee or other fiduciary holding securities under an
     employee benefit plan of the Company, hereafter becomes the
     Beneficial Owner of securities of the Company representing thirty
     percent (30%) or more of the combined voting power of the
     Company's then outstanding securities entitled to vote generally
     in the election of directors;

               (b)  Substantial Change of Board Members.  The
     Continuing Directors of the Company shall at any time fail to
     constitute a majority of the members of the Board of Directors of
     the Company;

               (c)  Disposition of Assets.  All or substantially all
     of the assets of the Company are sold, conveyed, transferred or
     otherwise disposed of, whether through one event or a
<PAGE>
     series of related events, without being Duly Approved by the
     Continuing Directors of the Company;

               (d)  Acquisition By Person of Substantial Percentage of
     a Subsidiary's Voting Power.  Any individual, corporation,
     partnership, Group, association or other person or entity,
     together with his, its or their Affiliates and Associates, other
     than the Company, directly or indirectly, or a trustee or other
     fiduciary holding securities under an employee benefit plan of a
     Subsidiary, hereafter becomes the beneficial owner of securities
     of that Subsidiary representing thirty percent (30%) or more of
     the combined voting power of that Subsidiary's then outstanding
     securities entitled to vote generally in the election of
     directors without being Duly Approved by the Continuing Directors
     of that Subsidiary; or

               (e)       Disposition of Assets of a Subsidiary.  All
     or substantially all of the assets of a Subsidiary are sold,
     conveyed, transferred or otherwise disposed of, whether through
     one event or a series of related events, without being Duly
     Approved by the Continuing Directors of that Subsidiary.

     For purposes of this Section 2.6 only, the following definitions
apply:

     Affiliate or Affiliated means any person, firm, corporation,
     partnership, association or entity, either directly or
     indirectly, that controls, is controlled by, or is under common
     control with a specified person, firm, corporation, partnership,
     association or entity.

     Associate means (1) any corporation, partnership or other entity
     of which a specified person is an officer or partner, or is,
     directly or indirectly, the beneficial owner of ten percent (10%)
     or more of any class of equity securities thereof, (2) any trust
     or estate in which the specified person has a substantial
     beneficial interest or as to which the specified person serves as
     trustee or in a similar fiduciary capacity, (3) any relative or
     spouse of such specified person, or any relative of such spouse,
     who has the same home as such specified person, and (4) any
     person who is a trustee, officer or partner of such specified
     person or of any corporation, partnership or other entity that is
     an Affiliate of such specified person.

     Beneficial Owner shall be defined by reference to Rule 13d-3
     under the 1934 Act as such Rule is in effect on the Effective
     Date; provided, however, that any individual, corporation,
     partnership, Group, association or other person or entity which,
     directly or indirectly, owns or has the right to acquire any of
     the Company's or a Subsidiary's outstanding securities entitled
     to vote generally in the election of directors at any time in the
     future, whether such right is contingent, absolute, direct or
     indirect, pursuant to any agreement, arrangement or

<PAGE>
     understanding or upon exercise of conversion rights, warrants or
     options or otherwise, shall be deemed the Beneficial Owner of
     such securities.

     Company means SED International Holdings, Inc.

     Continuing Director means a director who either was a member of
     the Board of Directors of either the Company or a Subsidiary, as
     the case may be, on the Effective Date, or who becomes a member
     of the Board of Directors of either the Company or a Subsidiary,
     as the case may be, subsequent to such date and whose election or
     nomination for election by the Board of Directors of that company
     was Duly Approved by the Continuing Directors of that company at
     the time of such election or nomination, either by a specific
     vote or by approval of the proxy statement issued by the company
     on behalf of the Board of Directors of the company in which such
     person is named as a nominee for director.

     Duly Approved by the Continuing Directors means an action
     approved by the vote of at least a majority of the Continuing
     Directors then on the Board of Directors of either the Company or
     a Subsidiary, as the case may be; provided, however, if the votes
     of such Continuing Directors in favor of such action would be
     insufficient to constitute an act of the entire Board of
     Directors of that company as if a vote by all of its members had
     been taken, or if the number of persons constituting the
     Continuing Directors of that company shall be equal to or less
     than three, then the term Duly Approved by the Continuing
     Directors shall mean an action approved by the unanimous vote of
     the Continuing Directors then on the Board of Directors of that
     company.

     Group means persons who act in concert as described in Section
     13(d)(3) of the 1934 Act as in effect on the date hereof.

     Subsidiary means SED International, Inc., a Georgia corporation,
     and each other subsidiary which is majority-owned by the Company,
     whether directly or indirectly.

     2.7  Code shall mean the Internal Revenue Code of 1986, as
amended.

     2.8  Committee shall mean the committee appointed by the Board to
administer and interpret the Plan in accordance with Article 3 below.

     2.9  Common Stock shall mean the common stock, par value $.01 per
share, of SED International Holdings, Inc.

<PAGE>
     2.10 Company shall mean SED International Holdings, Inc., a
Georgia corporation, and shall also mean any parent or subsidiary
corporation of SED International Holdings, Inc. unless otherwise
specified.

     2.11 Consultant shall mean an individual who is performing
services for the Company pursuant to an agreement with the Company.

     2.12 Director shall mean an individual who is serving as a member
of the Board or who is serving as a member of the board of directors
of a parent or subsidiary corporation of the Company.

     2.13 Disability shall mean, with respect to an individual, the
total and permanent disability of such individual as determined by the
Committee in its sole discretion.

     2.14 Effective Date shall mean the date on which this Plan is
adopted by the Board.

     2.15 Fair Market Value of the Common Stock as of a date of
determination shall mean the following:

               (a)  Stock Listed and Shares Traded.  If the Common
     Stock is listed and traded on a national securities exchange (as
     such term is defined by the 1934 Act) or on The Nasdaq National
     Market on the date of determination, the Fair Market Value per
     share shall be the closing price of a share of the Common Stock
     on said national securities exchange or The Nasdaq National
     Market on the trading date immediately preceding the date of
     determination.  If the Common Stock is traded in the
     over-the-counter market, the Fair Market Value per share shall be
     the average of the closing bid and asked prices on the trading
     date immediately preceding the date of determination.

               (b)  Stock Listed But No Shares Traded.  If the Common
     Stock is listed on a national securities exchange or on The
     Nasdaq National Market but no shares of the Common Stock were
     traded on the date specified in Section 2.15(a) above but there
     were shares traded on a date within a reasonable period before
     the date of determination, the Fair Market Value shall be the
     closing price of the Common Stock on the most recent date before
     the date of determination.  If the Common Stock is regularly
     traded in the over-the-counter market but no shares of the Common
     Stock were traded on the date specified in Section 2.15(a) above
     (or if records of such trades are unavailable or burdensome to
     obtain) but there were shares traded on a date within a
     reasonable period before the date of determination, the Fair
     Market Value shall be the average of the closing bid and asked
     prices of the Common Stock on the most recent date before the
     date of determination.
<PAGE>
               (c)  Stock Not Listed.  If the Common Stock is not
     listed on a national securities exchange or on The Nasdaq
     National Market or is not regularly traded in the
     over-the-counter market, then the Committee shall determine the
     Fair Market Value of the Common Stock from all relevant available
     facts, which may include the average of the closing bid and ask
     prices reflected in the over-the-counter market on a date within
     a reasonable period either before or after the date of
     determination or opinions of independent experts as to value and
     may take into account any recent sales and purchases of such
     Common Stock to the extent they are representative.

The Committee's determination of Fair Market Value, which shall be
made pursuant to the foregoing provisions, shall be final and binding
for all purposes of this Plan.

     2.16 NQSO shall mean an option to which Code Paragraph 421
(relating generally to certain incentive stock options under Code
Paragraph 422(b) and other options) does not apply.

     2.17 Option shall mean NQSOs granted to individuals pursuant to
the terms and provisions of this Plan.

     2.18 Option Agreement shall mean a written agreement, executed
and dated by the Company and an Optionee, evidencing an Option granted
under the terms and provisions of this Plan, setting forth the terms
and conditions of such Option, and specifying the name of the
Optionee and the number of shares of stock subject to such Option.

     2.19 Option Price shall mean the purchase price of the shares of
Common Stock underlying an Option.

     2.20 Optionee shall mean an individual who is granted an Option
pursuant to the terms and provisions of this Plan.

     2.21 Person shall mean any individual, organization, corporation,
partnership or other entity.

     2.22 Plan shall mean this SED International Holdings, Inc. 1999
Stock Option Plan.

     2.23 Recipient shall mean an individual who is granted Restricted
Stock pursuant to the terms and provisions of this Plan.

     2.24 Restricted Stock shall mean Common Stock subject to a
Restriction Agreement between the Recipient and the Company, whereby
the Recipient has immediate rights of ownership in the shares of
Common Stock underlying the award but such shares are subject to
restrictions in accordance with the terms and provisions of this Plan
and the Restriction
<PAGE>
Agreement and are subject to forfeiture by the Recipient until the
earlier of (a) the time such restrictions lapse or are satisfied, or
(b) the time such shares are forfeited.

     2.25 Restriction Agreement shall mean a written agreement,
executed and dated by the Company and a Recipient, evidencing
restrictions placed on the ownership of Restricted Stock by
a Recipient.

     2.26 Stock Rights shall mean Options and/or Restricted Stock.


                           ARTICLE 3
                          Administration

     3.1  General Administration.  The Plan shall be administered and
interpreted by the Committee.  Subject to the express provisions of
the Plan, the Committee shall have authority to interpret the Plan, to
prescribe, amend and rescind rules and regulations relating to the
Plan, to determine the terms and provisions of the Option Agreements
or Restriction Agreements (as applicable) by which Stock Rights shall
be evidenced (which shall not be inconsistent with the terms of the
Plan), and to make all other determinations necessary or advisable for
the administration of the Plan, all of which determinations shall be
final, binding and conclusive.

     3.2  Appointment.  The Board shall appoint the Committee from
among its members to serve at the pleasure of the Board.  The Board
from time to time may remove members from, or add members to, the
Committee and shall fill all vacancies thereon.  The Committee at all
times shall be composed of two or more directors.  Each director
serving on the Committee must be a "non-employee director."  To be a
non-employee director, the director must not (i) be an employee or
officer of the Company, (ii) have received compensation directly
or indirectly as a consultant or in any non-director capacity, or have
an interest in any transaction of the Company, for which disclosure
would be required under Item 404(a) of Regulation S-K of the 1934 Act,
or (iii) have been engaged through another entity in a business
relationship with the Company for which disclosure would be required
under Item 404(b) of Regulation S-K of the 1934 Act.  The requirements
of this subsection are intended to comply with the "non-employee
director rule" of Rule 16b-3 under Section 16 of the 1934 Act or any
successor rule or regulation, and shall be interpreted and construed
in a manner which assures compliance with said Rule.  To the extent
said Rule 16b-3 is modified to reduce or increase the restrictions on
who may serve on the Committee, the Plan shall be deemed modified in a
similar manner.

     3.3  Organization.  The Board or the Committee may select one of
the Committee's members as chairman of the Committee.  The Committee
shall hold its meetings at such times, in such manner, and at such
places as the Committee or its chairman shall deem advisable.  A
majority of the members of the Committee shall constitute a quorum,
and such majority shall
<PAGE>
determine the Committee's actions.  The Committee shall keep minutes
of its proceedings and shall report the same to the Board at the
meeting next succeeding.

     3.4  Indemnification.  In addition to such other rights of
indemnification as they have as directors or as members of the
Committee, the members of the Committee, to the extent
permitted by applicable law, shall be indemnified by the Company
against reasonable expenses (including, without limitation, attorneys'
fees) actually and necessarily incurred in connection with the defense
of any action, suit or proceeding, or in connection with any
appeal, to which they or any of them may be a party by reason of any
action taken or failure to act under or in connection with the Plan or
any Stock Rights granted hereunder, and against all amounts paid by
them in settlement thereof (provided such settlement is approved to
the extent required by and in the manner provided by the articles or
certificate of incorporation or the bylaws of the Company relating to
indemnification of directors) or paid by them in satisfaction of a
judgment in any such action, suit or proceeding, except in relation to
matters as to which it shall be adjudged in such action, suit or
proceeding that such Committee member or members did not act
in good faith and in a manner he or they reasonably believed to be in
or not opposed to the best interest of the Company.


                            ARTICLE 4
                              Stock

     The stock subject to the Stock Rights and other provisions of the
Plan shall be authorized but unissued or reacquired shares of Common
Stock.  Subject to readjustment in accordance with the provisions of
Article 8, the total number of shares of Common Stock which may be
granted to, or for which Options may be granted to, persons
participating in the Plan shall not exceed in the aggregate 1,400,000
shares of Common Stock, subject to adjustment as provided herein.
Notwithstanding the foregoing, shares of Common Stock allocable to the
unexercised portion of any expired or terminated Option or shares of
Restricted Stock returned to the Company by forfeiture again may
become subject to Stock Rights under the Plan.


                            ARTICLE 5
         Eligibility to Receive and Grant of Stock Rights

     5.1  Individuals Eligible for Grants of Stock Rights.  The
individuals eligible to receive Stock Rights hereunder shall be
employees, Directors and Consultants of the Company. It is the
Company's intent that the Plan shall be a "broad-based plan" and
that, at all times, no more than fifty percent (50%) of the optionees
and recipients under the Plan shall be officers or "affiliates" (as
such term is defined in Rule 144 promulgated by the Securities and
Exchange Commission under the Securities Act of 1933, as amended) of
the Company, and that no more
<PAGE>
than fifty percent (50%) of the Common Stock issued under the Plan
shall be issued to such officers or "affiliates" of the Company.

     5.2  Grants of Stock Rights.  Subject to the provisions of the
Plan, the Committee or the Board shall have the authority and sole
discretion to determine and designate, from time to time, those
individuals (from among the individuals eligible for a grant of
Stock Rights under the Plan pursuant to Section 5.1 above) to whom
Stock Rights will actually be granted, the Option Price of the shares
covered by any Options granted, the manner in and conditions under
which Options are exercisable (including, without limitation, any
limitations or restrictions thereon), the manner in and conditions
under which shares of Restricted Stock shall vest and the time or
times at which Stock Rights shall be granted.  In making such
determinations, the Committee may take into account the nature of the
services rendered or to be rendered by the respective individuals to
whom Stock Rights may be granted, their present and potential
contributions to the Company's success and such other factors as the
Committee, in its sole discretion, shall deem relevant.  In its
authorization of the granting of an Option hereunder, the Committee
shall specify the name of the Optionee and the number of shares of
stock subject to such Option.  In its authorization of an
award of Restricted Stock hereunder, the Committee shall specify the
name of the Recipient, the number of shares of Restricted Stock to be
awarded and the restrictions to which such Restricted Stock shall be
subject.  The Committee may grant, at any time, new Stock Rights to an
Optionee or a Recipient who previously has received Stock Rights,
whether such Stock Rights include prior Stock Rights that still are
outstanding, previously have been exercised in whole or in part,
have expired or are canceled in connection with the issuance of new
Stock Rights.  No individual shall have any claim or right to be
granted Stock Rights under the Plan.

     5.3       Restriction on Grant of Stock Options.  No more than
the maximum number of shares of Common Stock available under the Plan
may be made subject to Options granted during a calendar year to any
one individual.


                            ARTICLE 6
                 Terms and Conditions of Options

     Options granted hereunder and Option Agreements shall comply with
and be subject to the following terms and conditions:

     6.1  Requirement of Option Agreement.  Upon the grant of an
Option hereunder, the Committee shall prepare (or cause to be
prepared) an Option Agreement.  The Committee shall present such
Option Agreement to the Optionee.  Upon execution of such Option
Agreement by the Optionee, such Option shall be deemed to have been
granted effective as of the date of grant. The failure of the Optionee
to execute the Option Agreement within 30 days after the date of the
receipt of same shall render the Option Agreement and the underlying
Option null and void ab initio.

<PAGE>

     6.2  Optionee and Number of Shares.  Each Option Agreement shall
state the name of the Optionee and the total number of shares of the
Common Stock to which it pertains, the Option Price, the Beneficiary
of the Optionee and the date as of which the Option was granted
under this Plan.

     6.3  Vesting.  Each Option shall first become exercisable (i.e.,
vested) with respect to such portions of the shares subject to such
Option as are specified in the schedule set forth hereinbelow, except
as may be otherwise specified by the Committee:

               (a)  Commencing as of the first anniversary of the date
     the Option is granted, the Optionee shall have the right to
     exercise the Option with respect to, and to thereby purchase, 25%
     of the shares subject to such Option.  Prior to said date, the
     Option shall be unexercisable in its entirety.

               (b)  Commencing as of the second anniversary of the
     date the Option is granted, the Optionee shall have the right to
     exercise the Option with respect to, and to thereby purchase, an
     additional 25% of the shares subject to the Option.

               (c)  Commencing as of the third anniversary of the date
     the Option is granted, the Optionee shall have the right to
     exercise the Option with respect to, and to thereby purchase, an
     additional 25% of the shares subject to the Option.

               (d)  Commencing as of the fourth anniversary of the
     date the Option is granted, the Optionee shall have the right to
     exercise the Option with respect to, and to thereby purchase, the
     remainder of the shares subject to such Option.

               (e)  Notwithstanding subsections (a) through (d) above,
     any Options previously granted to an Optionee shall become
     immediately vested and exercisable for 100% of the number of
     shares subject to the Options upon the Optionee's death or
     becoming Disabled or upon a Change of Control of the Company.

Other than as provided above, if an Optionee ceases to be an employee,
Director or Consultant of the Company, his rights with regard to all
non-vested Options shall cease immediately.

     6.4  Option Price.  The Option Price of the shares of Common
Stock underlying each Option shall be the Fair Market Value of the
Common Stock on the date the Option is granted.  Upon execution of an
Option Agreement by both the Company and Optionee, the date as of
which the Committee granted the Option as specified in the Option
Agreement shall be considered the date on which such Option is
granted.

     6.5  Terms of Options.  Terms of Options granted under the Plan
shall commence on the date of grant and shall expire on such date as
the Committee may determine for each Option;
<PAGE>
provided, in no event shall any Option be exercisable after ten years
from the date the Option is granted.  No Option shall be granted
hereunder after ten years from the date the Plan is adopted
by the Board.

     6.6  Terms of Exercise.  The exercise of an Option may be for
less than the full number of shares of Common Stock subject to such
Option, but such exercise shall not be made for less than (i) 100
shares, or (ii) the total remaining shares subject to the Option,
if such total is less than 100 shares.  Subject to the other
restrictions on exercise set forth herein, the unexercised
portion of an Option may be exercised at a later date by the Optionee.

     6.7  Method of Exercise.  All Options granted hereunder shall be
exercised by written notice directed to the Secretary of the Company
at its principal place of business or to such other person as the
Committee may direct.  Each notice of exercise shall identify
the Option which the Optionee is exercising (in whole or in part) and
shall be accompanied by payment of the Option Price for the number of
shares specified in such notice and by any documents required by
Section 9.1.  The Company shall make delivery of such shares within a
reasonable period of time; provided, if any law or regulation requires
the Company to take any action (including, but not limited to, the
filing of a registration statement under the 1933 Act and causing such
registration statement to become effective) with respect to the shares
specified in such notice before the issuance thereof, then the date of
delivery of such shares shall be extended for the period necessary to
take such action.

     6.8  Medium and Time of Payment.

               (a)  The Option Price shall be payable upon the
     exercise of the Option in an amount equal to the number of shares
     then being purchased times the per share Option Price.  Payment,
     at the election of the Optionee (or his Beneficiary as provided
     in subsection (c) of Section 6.9), shall be (A) in cash; (B) by
     delivery to the Company of a certificate or certificates for
     shares of the Common Stock duly endorsed for transfer to the
     Company with signature guaranteed by a member firm of a national
     stock exchange or by a national or state bank or a federally
     chartered thrift institution (or guaranteed or notarized in such
     other manner as the Committee may require) or by instructing the
     Company to retain shares of Common Stock upon the exercise of the
     Option with a Fair Market Value equal to the exercise price as
     payment; or (C) by a combination of (A) and (B).

               (b)  If all or part of the Option Price is paid by
     delivery of shares of the Common Stock, the Optionee must have
     held such shares as of the date of the payment for at least six
     months from (i) the date of acquisition, in the case of shares
     acquired other than through a stock option or other stock award
     plan, or (ii) the date of grant or award in the case of shares
     acquired through such a plan; and the value of such Common Stock
     (which shall be the Fair Market Value of such Common Stock on the
     date of exercise)
<PAGE>
     shall be less than or equal to the total Option Price payment.
     If the Optionee delivers shares of Common Stock with a value that
     is less than the total Option Price, then such Optionee shall pay
     the balance of the total Option Price in cash as provided in
     subsection (a) above.

               (c)  In addition to the payment of the purchase price
     of the shares then being purchased, an Optionee also shall pay in
     cash (or have withheld from his normal pay) or, if permitted by
     the Board or the Committee, in shares of Common Stock held for
     the minimum period of time as specified in Section 6.8 above, an
     amount equal to the amount, if any, which the Company at the time
     of exercise is required to withhold under the income tax or
     Federal Insurance Contribution Act tax withholding provisions of
     the Code, of the income tax laws of the state of the Optionee's
     residence, and of any other applicable law.

     6.9  Effect of Termination of Employment, Disability or Death.
Except as provided in subsections (a), (b), (c) and (d) below, no
Option shall be exercisable unless the Optionee thereof shall have
been an employee, Director or Consultant of the Company from the
date of the granting of the Option until the date of exercise;
provided, the Committee, in its sole discretion, may waive the
application of this Section and, instead, may provide a different
expiration date or dates in an Option Agreement.

               (a)  Termination of Employment.  In the event an
     Optionee ceases to be an employee, Director or Consultant of the
     Company for any reason other than death, Disability or
     termination by the Company without Cause of the Optionee's
     service as employee, Director or Consultant of the Company, any
     Option or unexercised portion thereof granted to him shall
     terminate on and shall not be exercisable after the earliest to
     occur of (i) the expiration date of the Option, (iii) the date on
     which the Optionee ceases to be an employee, Director or
     Consultant of the Company or (iii) the date on which the Company
     gives notice to such Optionee of termination of service as
     employee, Director or Consultant if such service is terminated by
     the Company for Cause (an Optionee's resignation of such service
     in anticipation of termination of service by the Company for
     Cause shall constitute a notice of termination by the Company);
     rovided, the Committee may provide in the Option Agreement that
     such Option or any unexercised portion thereof shall terminate
     sooner.  Notwithstanding the foregoing and any provision of
     subsection (b), in the event that an Optionee's service as
     employee, Director or Consultant of the Company terminates for a
     reason other than death or Disability at any time after a Change
     of Control, the term of all Options of that Optionee shall be
     extended through the end of the three-month period immediately
     following the date of such termination.  Prior to the earlier of
     the dates specified in the preceding sentences of this subsection
     (a), the Option shall be exercisable only in accordance with its
     terms and only for the number of shares exercisable on the date
     of termination of service.  The question of whether an authorized
     leave of absence or absence for military or government service or
     for any other

<PAGE>
     reason shall constitute a termination of service for purposes of
     the Plan shall be determined by the Committee, which
     determination shall be final and conclusive.

               (b)  Termination of Employment by Company Without
     Cause.  In the event that the Company terminates an Optionee's
     service as employee, Director or Consultant of the Company
     without Cause, any Option or unexercised portion thereof granted
     to him shall terminate and not be exercisable after the earlier
     of (i) the expiration date of such option or (ii) three months
     after the date the Optionee ceases to be an employee, Director or
     Consultant of the Company; provided, the Committee may provide in
     the Option Agreement that such Option or any unexercisedportion
     thereof shall terminate sooner. Prior to the earlier of such
     dates, such option shall be exercisable on the date such
     Optionee's service is terminated by the Company without Cause.

               (c)  Disability.  Upon the termination of an Optionee's
     service as employee, Director or Consultant of the Company due to
     Disability, any Option or unexercised portion thereof granted to
     him which is otherwise exercisable shall terminate on and shall
     not be exercisable after the earlier to occur of (i) the
     expiration date of such Option, or (ii) one year after the date
     on which such Optionee ceases to be an employee, Director or
     Consultant of the Company due to Disability; provided, the
     Committee may provide in the Option Agreement that such Option or
     any unexercised portion thereof shall terminate sooner.  Prior to
     the earlier of such dates, such Option shall be exercisable only
     in accordance with its terms and only for the number of shares
     exercisable on the date such Optionee's service ceases due to
     Disability.

               (b)  Death.  In the event of the death of the Optionee
     while he is an employee, Director or Consultant of the Company,
     any Option or unexercised portion thereof granted to him which is
     otherwise exercisable may be exercised by his Beneficiary at any
     time prior to the expiration of one year from the date of death
     of such Optionee, but in no event later than the date of
     expiration of the option period; provided, the Committee may
     provide in the Option Agreement that such Option or any
     unexercised portion thereof shall terminate sooner.  Such
     exercise shall be effected pursuant to the terms of this Section
     as if such Beneficiary is the named Optionee.

     6.10 Restrictions on Transfer and Exercise of Options.  No Option
shall be assignable or transferable by the Optionee except by transfer
to a Beneficiary upon the death of the Optionee, and any purported
transfer (other than as excepted above) shall be null and void.
During the lifetime of an Optionee, the Option shall be exercisable
only by him; provided, however, that in the event the Optionee is
incapacitated and unable to exercise Options, such Options may be
exercised by such Optionee's legal guardian or duly appointed
attorney-in-fact whom the Committee deems appropriate based on
applicable facts and circumstances.
<PAGE>

     6.11 Rights as a Stockholder.  An Optionee shall have no rights
as a stockholder with respect to shares covered by his Option until
the date of issuance of the shares to him and only after the Option
Price of such shares is fully paid and the tax withholding
amount is paid or withheld.  Unless specified in Article 8, no
adjustment will be made for dividends or other rights for which the
record date is prior to the date of such issuance.

     6.12 No Obligation to Exercise Option.  The granting of an Option
shall impose no obligation upon the Optionee to exercise such Option.

     6.13 Acceleration.  The Committee shall at all times have the
power to accelerate the vesting date of Options previously granted
under this Plan.


                            ARTICLE 7
         Terms and Conditions of Restricted Stock Awards

     Restriction Agreements and the Restricted Stock awarded under
this Plan shall comply with and be subject to the following terms and
conditions:

     7.1  Requirement of Restriction Agreement.  Upon the grant of
Restricted Stock hereunder, the Committee shall prepare (or cause to
be prepared) a Restriction Agreement, and shall present such
Restriction Agreement to the Recipient.  The failure of the
Recipient to execute the Restriction Agreement within 30 days after
the date of the receipt of same shall render the Restriction Agreement
and the underlying award of Restricted Stock null and void ab initio.

     7.2  Effect of Grant of Restricted Stock.  An award of Restricted
Stock granted under the Plan shall provide the Recipient with
immediate rights of ownership in the shares of Common Stock underlying
the award, but such shares shall be subject to such restrictions as
the Committee shall specify and shall be subject to forfeiture by the
Recipient until the earlier of (i) the time such restrictions lapse or
are satisfied, or (ii) the time such shares are forfeited.

     7.3  Restricted Stock Recipient and Number of Shares.  Each
Restriction Agreement shall state the name of the Restricted Stock
Recipient and the total number of shares of the Common Stock to which
it pertains, the Beneficiary of the Restricted Stock Recipient and the
date as of which the Restricted Stock was granted under this Plan.

     7.4  Restrictions on Stock.

               (a)  The vesting of complete ownership rights in any
     Restricted Stock awarded under this Plan shall be subject to such
     terms and conditions as the Committee may determine in its sole
     discretion; provided, no Recipient shall be required to pay any
<PAGE>
     consideration in the form of cash or other property as a
     condition to acquiring the Restricted Stock.  A Recipient shall
     vest and obtain a nonforfeitable interest in the Restricted Stock
     as of the date that the last of such terms and conditions is
     satisfied; provided, if such terms and conditions are not
     satisfied by the deadline, if any, designated by the Committee
     and specified in the Restriction Agreement, the portion of
     Restricted Stock still subject to such terms and conditions shall
     be forfeited and returned to the Company.  The Committee, in its
     sole discretion, may provide for the lapse of the terms and
     conditions to which Restricted Stock is subject in installments
     and may provide for different terms and conditions and/or a
     different restriction period with respect to each award, or any
     portion of an award, of Restricted Stock.

               (b)  In addition to such terms and conditions as the
     Committee may determine with respect to the vesting of any shares
     of Restricted Stock, all Restricted Stock shall vest with respect
     to such portion of each grant of Restricted Stock as is specified
     in the schedule set forth hereinbelow, except as may otherwise be
     specified by the Committee.

                         (i)  Commencing as of the first anniversary
          of the date the Restricted Stock is granted, complete
          ownership rights shall vest (subject to such other terms and
          conditions as the Committee may determine) in 25% of the
          Restricted Stock so granted.  Prior to said date, none of
          such Restricted Stock shall be vested.

                         (ii) Commencing as of the second anniversary
          of the date the Restricted Stock is granted, complete
          ownership rights shall vest (subject to such other terms and
          conditions as the Committee may determine) in an additional
          25% of the Restricted Stock so granted.

                         (iii)     Commencing as of the third
          anniversary of the date the Restricted Stock is granted,
          complete ownership rights shall vest (subject to such other
          terms and conditions as the Committee may determine) in an
          additional 25% of the Restricted Stock so granted.

                         (iv) Commencing as of the fourth anniversary
          of the date the Restricted Stock is granted, complete
          ownership rights shall vest (subject to such other terms and
          conditions as the Committee may determine) in the remainder
          of the Restricted Stock so granted.

Notwithstanding (a) and (b) above, 100% of the shares of Restricted
Stock previously granted to a Restricted Stock Recipient shall become
immediately vested upon a Change of Control or upon a Restricted Stock
Recipient's becoming Disabled or upon his death.
<PAGE>

     7.5  Delivery of Restricted Stock.

               (a)  The Company shall make delivery of the shares of
     Restricted Stock within a reasonable period of time after
     execution of a Restriction Agreement; provided, if any law or
     regulation requires the Company to take any action (including,
     but not limited to, the filing of a registration statement under
     the 1933 Act and causing such registration statement to become
     effective) with respect to such shares before the issuance
     thereof, then the date of delivery of such shares shall be
     extended for the period necessary to take such action.

               (b)  Unless the certificates representing shares of the
     Restricted Stock are deposited with a custodian pursuant to
     subsection (c) of this Section, each such certificate shall bear
     the following legend (in addition to any other restrictive legend
     required pursuant to Article 9):

          The transferability of this certificate and the shares of
          stock represented hereby are subject to the restrictions,
          terms and conditions (including forfeiture and restrictions
          against transfer) contained in the SED International
          Holdings, Inc. 1999 Stock Option Plan and a Restriction
          Agreement, dated ___________, ______, between
          ________________________ and SED International Holdings,
          Inc.  The Plan and Restriction Agreement are on file in the
          office of the Secretary of SED International Holdings, Inc.
          Such legend shall be removed from any certificate evidencing
          such shares of Restricted Stock as of the date that such
          shares become nonforfeitable.

     Such legend shall be removed from any certificate evidencing such
     shares of Restricted Stock as of the date that such shares become
     nonforfeitable.

               (c)  As an alternative to delivering a stock
     certificate to the Recipient pursuant to subsection (b) of this
     Section, any certificate evidencing Restricted Stock may be
     deposited by the Company with a custodian to be designated by the
     Committee.  The Company shall cause the custodian to issue to the
     Recipient a receipt for any Restricted Stock deposited with it in
     accordance with this subsection.  Such custodian shall hold the
     deposited certificates and deliver the same to the Recipient in
     whose name the shares of Restricted Stock evidenced thereby are
     registered only after such shares become nonforfeitable.

               (d)  A Recipient shall pay in cash (or have withheld
     from his normal pay) or, if permitted by the Board or the
     Committee, in shares of Common Stock held for the minimum period
     of time as specified in Section 6.8(b) hereof, an amount equal to
     the amount, if any, which the Company is required at any time to
     withhold under the income tax or Federal Insurance Contributions
     Act tax withholding provisions of the Code, of the income tax
     laws of the state of the Recipient's residence, and any other
     applicable law.
<PAGE>

     7.6  Termination of Service.  Except as otherwise determined by
the Committee and set forth in a Restriction Agreement, in the event
that the service as employee, Director or Consultant of the Company of
a Recipient to whom Restricted Stock has been granted is terminated
for any reason (including retirement of the Recipient or a termination
by the Company whether or not for Cause) other than a Change of
Control, or the Disability or death of the Recipient, before
satisfaction of the terms and conditions to which the Restricted Stock
is subject, all shares of Restricted Stock still subject to
restriction shall be forfeited and shall be reacquired by the Company.

     7.7  Restrictions on Transfer.  No shares of Restricted Stock
shall be assignable or transferable by the Recipient, except by
transfer to a Beneficiary upon the death of the Recipient, while such
shares are still subject to restriction, and any purported transfer
(other than as excepted above) shall be null and void.

     7.8  Rights as a Stockholder.  Upon delivery of Restricted Stock
to the Recipient (or the custodian, if any), the Recipient shall,
except as otherwise set forth in this Article and in the Restriction
Agreement, have all of the rights of a stockholder with respect to
the Restricted Stock, including the right to vote the shares of
Restricted Stock and receive all dividends or other distributions paid
or made with respect to the Restricted Stock.  Until such
delivery, the Recipient shall have no rights as a stockholder.

     7.9  Acceleration.  The Committee shall at all times have the
power to accelerate the vesting date of Restricted Stock previously
granted under this Plan.

     7.10 Restrictions on Grants.  No Restricted Stock shall be
granted hereunder after ten years from the date the Plan is adopted by
the Board.


                            ARTICLE 8
            Adjustments Upon Changes in Capitalization

     8.1  Recapitalization.  In the event that the outstanding shares
of the Common Stock of the Company are hereafter increased or
decreased or changed into or exchanged for a different number or kind
of shares or other securities of the Company by reason of a
recapitalization, reclassification, stock split, combination of shares
or dividend payable in shares of the Common Stock, the following rules
shall apply:

               (a)  The Committee shall make an appropriate adjustment
     in the number and kind of shares available for the granting of
     Stock Rights under the Plan.

               (b)  The Committee also shall make an appropriate
     adjustment in the number and kind of shares as to which
     outstanding Options, or portions thereof then unexercised,
<PAGE>
     shall be exercisable; any such adjustment in any outstanding
     Options shall be made without change in the total price
     applicable to the unexercised portion of such Option and with a
     corresponding adjustment in the Option Price per share.  No
     fractional shares shall be issued or optioned in making the
     foregoing adjustments, and the number of shares available under
     the Plan or the number of shares subject to any outstanding
     Options shall be the next lower number of shares, rounding all
     fractions downward.

               (c)  If any rights or warrants to subscribe for
     additional shares are given pro rata to holders of outstanding
     shares of the class or classes of stock then set aside for the
     Plan, each Optionee shall be entitled to the same rights or
     warrants on the same basis as holders of the outstanding shares
     with respect to such portion of his Option as is exercised on or
     prior to the record date for determining stockholders entitled to
     receive or exercise such rights or warrants.

     8.2  Reorganization. Subject to any required action by the
stockholders, if the Company shall be a party to any reorganization
involving merger, consolidation, acquisition of the stock or
acquisition of the assets of the Company which does not
constitute a Change of Control, the Committee, in its discretion, may
declare that:

               (a)  any Option granted but not yet exercised shall
     pertain to and apply, with appropriate adjustment as determined
     by the Committee, to the securities of the resulting corporation
     to which a holder of the number of shares of the Common Stock
     subject to such Option would have been entitled;

               (b)  any or all outstanding Stock Rights granted
     hereunder shall become immediately nonforfeitable and fully
     exercisable or vested (to the extent permitted under federal or
     state securities laws); and/or

               (c)  any or all Stock Rights granted hereunder shall
     become immediately nonforfeitable and fully exercisable or vested
     (to the extent permitted under federal or state securities laws)
     and are to be terminated after giving at least 30 days' notice to
     the Optionees and/or Recipients to whom such Stock Rights have
     been granted.

     8.3  Dissolution and Liquidation.  If the Board adopts a plan of
dissolution and liquidation that is approved by the stockholders of
the Company, the Committee shall give each Optionee and Recipient
written notice of such event at least ten days prior to its effective
date, and the rights of all Optionees and Recipients shall become
immediately nonforfeitable and fully exercisable or vested (to the
extent permitted under federal or state securities laws).

     8.4  Limits on Adjustments.  Any issuance by the Company of stock
of any class, or securities convertible into shares of stock of any
class, shall not affect, and no adjustment by reason thereof shall be
made with respect to, the number or price of shares of the Common
Stock
<PAGE>
subject to any Option, except as specifically provided otherwise in
this Article.  The grant of Stock Rights pursuant to the Plan shall
not affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of its
capital or business structure or to merge, consolidate or dissolve, or
to liquidate, sell or transfer all or any part of its business or
assets.  All adjustments the Committee makes under this Article
shall be conclusive.


                            ARTICLE 9
  Agreement by Optionee or Recipient and Securities Registration

     9.1  Agreement.  If, in the opinion of counsel to the Company,
such action is necessary or desirable, no Stock Rights shall be
granted to any Optionee or Recipient, and no Option shall be
exercisable, unless, at the time of grant or exercise, as applicable,
such Optionee or Recipient (i) represents and warrants that he will
acquire the Common Stock for investment only and not for purposes of
resale or distribution, and (ii) makes such further representations
and warranties as are deemed necessary or desirable by counsel to the
Company with regard to holding and resale of the Common Stock.  The
Optionee or Recipient shall, upon the request of the Committee,
execute and deliver to the Company an agreement or affidavit to
such effect.  Should the Committee have reasonable cause to believe
that such Optionee or Recipient did not execute such agreement or
affidavit in good faith, the Company shall not be bound by the grant
of the Option or Restricted Stock or by the exercise of the Option.
All certificates representing shares of Common Stock issued pursuant
to the Plan shall be marked with the following restrictive
legend or similar legend, if such marking, in the opinion of counsel
to the Company, is necessary or desirable:

     The shares represented by this certificate have not been
     registered under the Securities Act of 1933, as amended, or the
     securities laws of any state and are held by an "affiliate" (as
     such term is defined in Rule 144 promulgated by the Securities
     and Exchange Commission under the Securities Act of 1933, as
     amended) of the Company.  Accordingly, these shares may not be
     sold, hypothecated, pledged or otherwise transferred except (i)
     pursuant to an effective registration statement under the
     Securities Act of 1933, as amended, and any applicable securities
     laws or regulations of any state with respect to such shares,
     (ii) in accordance with Securities and Exchange Commission Rule
     144, or (iii) upon the issuance to the Company of a favorable
     opinion of counsel or the submission to the Company of such other
     evidence as may be satisfactory to the Company that such proposed
     sale, assignment, encumbrance or other transfer will not be in
     violation of the Securities Act of 1933, as amended, or any
     applicable securities laws of any state or any rules or
     regulations thereunder.  Any attempted transfer of this
     certificate or the shares represented hereby which is in
     violation of the preceding restrictions will not be recognized by
     the Company, nor will any transferee be recognized as the owner
     thereof by the Company.

If the Common Stock is (A) held by an Optionee or Recipient who is not
an "affiliate," as that term is defined in Rule 144 of the 1933 Act,
or who ceases to be an "affiliate," or (B) registered under the 1933
Act and all applicable state securities laws and regulations as
provided in Section 9.2, the Committee, in its discretion and with the
advice of counsel, may dispense with or authorize the removal of the
restrictive legend set forth above or the portion thereof which is
inapplicable.
<PAGE>
     9.2  Registration.  In the event that the Company in its sole
discretion shall deem it necessary or advisable to register, under the
1933 Act or any state securities laws or regulations, any shares with
respect to which Stock Rights have been granted hereunder, then the
Company shall take such action at its own expense before or, if
appropriate and upon the advice of legal counsel, after delivery of
the certificates representing such shares to an Optionee or Recipient.
In such event, and if the shares of Common Stock of the Company shall
be listed on any national securities exchange or on The Nasdaq
National Market at the time of the exercise of any Option or the
vesting of any shares of Restricted Stock, the Company shall make
prompt application at its own expense for the listing on such stock
exchange or The Nasdaq National Market of the shares of Common Stock
to be issued.


                            ARTICLE 10
                          Effective Date

     The Plan shall be effective as of the Effective Date, and no
Stock Rights shall be granted hereunder prior to said date.


                            ARTICLE 11
                    Amendment and Termination

     11.1 Amendment and Termination By the Board.  Subject to Section
11.2 below, the Board shall have the power at any time to add to,
amend, modify or repeal any of the provisions of the Plan, to suspend
the operation of the entire Plan or any of its provisions for any
period or periods or to terminate the Plan in whole or in part.  In
the event of any such action, the Committee shall prepare written
procedures which, when approved by the Board, shall govern
the administration of the Plan resulting from such addition,
amendment, modification, repeal, suspension or termination.

     11.2 Restrictions on Amendment and Termination.  Notwithstanding
the provisions of Section 11.1 above, no addition, amendment,
modification, repeal, suspension or termination shall adversely
affect, in any way, the rights of the Optionees or Recipients who have
outstanding Stock Rights, without the consent of such Optionees or
Recipients.


                            ARTICLE 12
                     Miscellaneous Provisions

     12.1 Application of Funds.  The proceeds received by the Company
from the sale of the Common Stock subject to the Stock Rights granted
hereunder will be used for general corporate purposes.
<PAGE>

     12.2 Notices.  All notices or other communications by an Optionee
or Recipient to the Committee pursuant to or in connection with the
Plan shall be deemed to have been duly given when received in the form
specified by the Committee at the location, or by the person,
designated by the Committee for the receipt thereof.

     12.3 Term of Plan.  Subject to the terms of Article 11, the Plan
shall terminate upon the later of (i) the complete exercise or lapse
of the last outstanding Stock Right, or (ii) the last date upon which
Options may be granted hereunder.

     12.4 Governing Law.  The Plan shall be governed by and construed
in accordance with the laws of the State of Georgia.

     12.5 Additional Provisions By Committee.  The Option Agreements
authorized under the Plan may contain such other provisions,
including, without limitation, restrictions upon the exercise of an
Option, as the Committee shall deem advisable.  The Restriction
Agreements authorized under the Plan may contain such other
provisions, including, without limitation, restrictions upon the
complete ownership of Restricted Stock, as the Committee
shall deem advisable.

     12.6 Plan Document Controls.  In the event of any conflict
between the provisions of an Option Agreement and the Plan, or between
a Restriction Agreement and the Plan, the Plan shall control.

     12.7 Gender and Number.  Wherever applicable, the masculine
pronoun shall include the feminine pronoun, and the singular shall
include the plural.

     12.8 Headings.  The titles in this Plan are inserted for
convenience of reference; they constitute no part of the Plan and are
not to be considered in the construction hereof.

     12.9 Legal References.  Any references in this Plan to a
provision of law which is, subsequent to the Effective Date of this
Plan, revised, modified, finalized or redesignated, shall
automatically be deemed a reference to such revised, modified,
finalized or redesignated provision of law.

     12.10     No Rights to Employment or to Perform Services.
Nothing contained in the Plan, or any modification thereof, shall be
construed to give any individual any rights to employment with the
Company, or to perform services for the Company.

     12.11     Unfunded Arrangement.  The Plan shall not be funded,
and except for reserving a sufficient number of authorized shares to
the extent required by law to meet the requirements of the Plan, the
Company shall not be required to establish any special or separate
fund or to make any other segregation of assets to assure the payment
of any grant under the Plan.

<PAGE>

         ADOPTED BY BOARD OF DIRECTORS ON JULY 20, 1999.

             NOT TO BE SUBMITTED FOR SHAREHOLDER VOTE
              NONQUALIFIED STOCK OPTION NO. ________

<PAGE>


                SED INTERNATIONAL HOLDINGS, INC.
                     1999 STOCK OPTION PLAN

               NONQUALIFIED STOCK OPTION AGREEMENT


     This Nonqualified Stock Option Agreement (the "Agreement") is
entered into as of the ____ day of ___________________,  ________,  by
and between SED International Holdings, Inc. (the "Company") and
______________________________________   ("Optionee").


                       W I T N E S S E T H:

     WHEREAS, the Company (which term as used herein shall include any
parent or subsidiary of the Company) has adopted the SED International
Holdings, Inc. 1999 Stock Option Plan (the "Plan") which is
administered by a committee appointed by the Board of Directors of
SED International Holdings, Inc. (the "Committee"); and

     WHEREAS, effective as of _________________,   ________, the
Committee granted to Optionee a nonqualified stock option under, and
in accordance with, the terms of the Plan to reward Optionee for his
efforts on behalf of the Company and to encourage his continued
loyalty and diligence; and

     WHEREAS, to comply with the terms of the Plan and to further the
interests of the Company and Optionee, the parties hereto have set
forth the terms of such option in writing in this Agreement;

     NOW, THEREFORE, for and in consideration of the premises and
mutual promises herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are acknowledged,
the parties agree as follows:

     1.   Grant of Option.  Effective as of _________________,
________, the Committee granted Optionee a nonqualified stock option
under the Plan.  Under that option and subject to the terms and
conditions set forth herein, Optionee shall have the right to purchase
________ shares of the $.01 par value common stock of SED
International Holdings, Inc. (the "Common Stock"); such ________
shares hereinafter are referred to as the "Optioned Shares",
and this option hereinafter is referred to as the "Option".
<PAGE>

     2.   Option Price.  The price per share for each of the Optioned
Shares shall be $________________   (the "Option Price"), which is not
less than 100% of the per share Fair Market Value of the Optioned
Shares on the date of grant specified above.

     3.   Exercise of Option.

          (a)  General.  The Option may be exercised by Optionee's
delivery to the Secretary of the Company of a written notice of
exercise executed by Optionee (the "Notice of Exercise").  The Notice
of Exercise shall be substantially in the form set forth as Exhibit A,
attached hereto and made a part hereof, and shall identify the Option
and the number of Optioned Shares that are being exercised.

          (b)  Beginning of Exercise Period.  The Option first shall
become exercisable (i.e., vested) according to the following schedule;
provided, if Optionee ceases to be an employee, Director or Consultant
of the Company, his rights with regard to all nonvested Options under
this schedule shall cease immediately:

                   [Describe meeting schedule]

Notwithstanding the foregoing, the Option shall become 100% vested
immediately upon the death or Disability of Optionee or upon a Change
of Control.

          (c)  Partial Exercise.  Optionee may exercise the Option for
less than the full number of exercisable Optioned Shares, but such
exercise may not be made for less than 100 shares or the total
remaining shares subject to the Option, if less than 100 shares.

     4.   Termination of Option.  Notwithstanding any provisions to
the contrary herein, the Option shall not be exercisable either in
whole or in part after the earliest of:

          (a)  Ten years from the date of grant;

          (b)  The date that is immediately prior to the first
anniversary of the date on which Optionee dies while in the service of
the Company as an employee, Director or Consultant;

          (c)  The date of expiration of the one-year period that
begins on the date on which Optionee ceases to be an employee,
Director or Consultant of the Company due to Disability;

          (d)  The date of expiration of the three-month period that
begins on the date on which Optionee ceases to be an employee,
Director or Consultant of the Company for any reason other than death
or Disability;
<PAGE>

          (e)  The date on which the Company gives notice (or is
deemed to have given notice) to Optionee of his termination of service
as an employee, Director or Consultant for Cause, all as described in
Section 6.9(a) of the Plan.

          (f)  Such other earlier date as may be required under the
terms of the Plan.

     5.   Option Non-Transferable.  The Option shall not be
transferable by Optionee other than by will or by the laws of descent
and distribution except by transfer to a Beneficiary upon the death of
the Optionee, and any purported transfer (other than as excepted
above) shall be null and void.  During the lifetime of Optionee, the
Option shall be exercisable only by Optionee (or, if he becomes
disabled or otherwise incapacitated, by the legal guardian of
his property or his duly appointed attorney-in-fact), and shall not be
assignable or transferable by Optionee and, subject to Section 6
hereof, no other person shall acquire any rights in the
Option.

     6.   Death of Optionee and Transfer of Option.  In the event of
the death of Optionee while in the service of the Company as an
employee, Director or Consultant, all or any of the unexercised
portion of the Option owned by the deceased Optionee may be exercised
by Optionee's Beneficiary at any time prior to the first anniversary
of the date of the death of Optionee, but in no event later than the
date as of which such Option expires pursuant to Section 4 hereof.
Such exercise shall be effected in accordance with the terms hereof
as if such Beneficiary was Optionee herein.  The Optionee agrees that
the following individual shall initially be his Beneficiary:

     Name:     ______________________________________
     Address:  ______________________________________
               ______________________________________
               ______________________________________

Any subsequent modification of the Optionee's Beneficiary shall be
made pursuant to the terms and provisions of the Plan.

     7.   Medium and Time of Payment of Option Price.

          (a)  General.  The Option Price shall be payable by Optionee
(or his Beneficiary in accordance with Section 6 hereof) upon exercise
of the Option and shall be paid in cash, in shares of the Common
Stock, or any combination thereof.

          (b)  Payment in Shares of the Common Stock.  If Optionee
pays all or part of the Option Price with shares of the Common Stock,
the following conditions shall apply:

                    (i)  Optionee shall deliver to the Secretary of
     the Company a certificate or certificates for shares of the
     Common Stock duly endorsed for transfer to the Company
<PAGE>
     with signature guaranteed by a member firm of a national stock
     exchange or by a national or state bank (or guaranteed or
     notarized in such other manner as the Committee may require);

                    (ii) Optionee must have held any shares of the
     Common Stock used to pay the Option Price for at least six months
     prior to the date such payment is made;

                    (iii)     Such shares shall be valued on the basis
     of the Fair Market Value of the Common Stock on the date of
     exercise pursuant to the terms of the Plan; and

                    (iv) The value of such Common Stock shall be less
     than or equal to the Option Price.  If Optionee delivers Common
     Stock with a value that is less than the Option Price, then
     Optionee shall pay the balance of the Option Price in a form
     allowed under subsection (a) above.

In addition to the payment of the Option Price, Optionee also shall
pay in cash (or have withheld from his normal pay) or, if permitted by
the Board or the Committee, in shares of Common Stock held for the
minimum period of time as specified in Section 6.8 of the Plan an
amount equal to, the amount, if any, which the Company at the time of
exercise is required to withhold under the income tax and FICA
withholding provisions of the Internal Revenue Code of 1986, as
amended, and of the income tax laws of the state of Optionee's
residence.

     8.   Agreement of Optionee.  Optionee acknowledges that he has
read Section 9 of the Plan and understands that certain restrictions
may apply with respect to shares of the Common Stock acquired by him
pursuant to his exercise of the Option (including restrictions on
resale applicable to "affiliates" under Rule 144 of the Securities Act
of 1933, as amended, and restrictions on resale applicable to shares
of the Common Stock that have not been registered under the Securities
Act of 1933, as amended, and applicable state securities laws).
Optionee hereby agrees to execute such documents and take such actions
as the Company may require with respect to state and federal
securities laws and any restrictions on the resale of such shares
which may pertain.

     9.   Delivery of Stock Certificates.  As promptly as practical
after the date of exercise of the Option and the receipt by the
Company of full payment therefor, as well as full payment of amounts
required to be withheld by the Company for income tax and FICA
purposes, the Company shall deliver to Optionee a stock certificate
representing the shares of the Common Stock acquired by Optionee
pursuant to his exercise of the Option.

     10.  Notices.  All notices or other communications hereunder
shall be in writing and shall be effective (i) when personally
delivered by courier (including overnight carriers) or otherwise to
the party to be given such notice or other communication or (ii) on
the third business day following the date deposited in the United
States mail if such notice or other communication
<PAGE>
is sent by certified or registered mail with return receipt requested
and postage thereon fully prepaid.  The addresses for such notices
shall be as follows:

     If to the Company:

          SED International Holdings, Inc.
          Attention: Corporate Secretary
          4916 North Royal Atlanta Drive
          Tucker, Georgia  30085

     If to Optionee:

          __________________________
          __________________________
          __________________________
          __________________________

Any party hereto, by notice of the other party hereunder, may change
its address for receipt of notices hereunder.

     11.  Other Terms and Conditions.  In addition to the terms and
conditions set forth herein, the Option is subject to and governed by
the other terms and conditions set forth in the Plan, which is hereby
incorporated by reference.  In the event of any conflict between the
provisions of this Agreement and the Plan, the Plan shall control.

     12.  Miscellaneous.

          (a)  The granting of the Option and the execution of this
Agreement shall not give Optionee any rights to similar grants in
future years or any right to be retained in the service of the Company
or to interfere in any way with the right of the Company to terminate
Optionee's service with the Company as an employee, Director or
Consultant at any time.

          (b)  Unless and except as otherwise specifically provided in
this Agreement, Optionee shall have no rights of a stockholder with
respect to any shares covered by the Option until the date of issuance
of a stock certificate to him for such shares.

          (c)  If any term, provision, covenant or restriction
contained in this Agreement is held by a court or a federal regulatory
agency of competent jurisdiction to be invalid, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions
contained in this Agreement shall remain in full force and effect, and
shall in no way be affected, impaired or invalidated.  If for any
reason such court or regulatory agency determines that this Agreement
will not permit Optionee to acquire the full number of Optioned Shares
as provided in Section 1
<PAGE>
hereof, it is the express intention of the Company to allow Optionee
to acquire such lesser number of shares as may be permissible without
any amendment or modification hereof.

          (d)  This Agreement shall be construed and enforced in
accordance with the laws of Georgia.

          (e)  This Agreement, together with the Plan, contains the
entire understanding among the parties and supersedes any prior
understanding and agreements between them representing the subject
matter hereof.  There are no representations, agreements, arrangements
or understandings, oral or written, between and among the parties
hereto relating to the subject matter hereof which are not fully
expressed herein, in the Plan.

          (f)  Section and other headings contained in this Agreement
are for reference purposes only and are in no way intended to
describe, interpret, define or limit the scope, extent or intent of
this Agreement or any provision hereof.

          (g)  This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of
which shall constitute one agreement, and the signatures of any party
or any counterpart shall be deemed to be a signature to, and may be
appended to, any other counterpart.

          (h)  All capitalized terms in this Agreement shall be
construed in accordance with their defined terms under the Plan.

<PAGE>


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


                         SED INTERNATIONAL HOLDINGS, INC.

                         By:______________________________________

                         Title:___________________________________



                         OPTIONEE:

                         __________________________________________
                         Signature

                         __________________________________________
                         Print or type name

<PAGE>
                            EXHIBIT A

                 SED INTERNATIONAL HOLDINGS, INC.
                     1999 STOCK OPTION PLAN

    NOTICE OF EXERCISE FOR NONQUALIFIED STOCK OPTION AGREEMENT


     This Notice of Exercise is given pursuant to the terms of the
Nonqualified Stock Option Agreement, dated __________________,
_______, between SED International Holdings, Inc. (the "Company") and
the undersigned Optionee (the "Agreement"), which Agreement represents
Nonqualified Stock Option No. ________ and which is made a part hereof
and incorporated herein by reference.

     EXERCISE OF OPTION.  Optionee hereby exercises his option to
purchase _______ of his Optioned Shares.  Optionee hereby delivers,
together with this written statement of exercise, the full Option
Price with respect to the exercised Optioned Shares, which consists
of:  [COMPLETE ONLY ONE]

          [ ]     cash in the total amount of $________________.

          [ ]     ________ shares of the Company's Common Stock.

          [ ]     cash in the total amount of $_________________  and
                  _________ shares of the Company's Common Stock.

     ACKNOWLEDGMENT.  Optionee hereby acknowledges that, to the extent
he is an "affiliate" of the Company (as that term is defined in Rule
144 promulgated under the Securities Act of 1933, as amended) or to
the extent that the Optioned Shares have not been registered under the
Securities Act of 1933, as amended, or applicable state securities
laws, any shares of the Company's Common Stock acquired by
him as a result of his exercise of the Option pursuant to this Notice
are subject to, and the certificates representing such shares shall be
legended to reflect, certain trading restrictions under applicable
securities laws (including particularly the Securities
and Exchange Commission's Rule 144), all as described in Section 9 of
the Plan, and Optionee hereby agrees to comply with all such
restrictions and to execute such documents or take such other
actions as the Company may require in connection with such
restrictions.

     Executed this ______ day of _________________,   _________.

                         OPTIONEE:

                         _______________________________________

                         _______________________________________
                         Print or Type Name


     The Company hereby acknowledges receipt of this Notice of
Exercise and receipt of payment in the form and amount indicated
above, all on this ______ day of ____________________,
________.

                         SED INTERNATIONAL HOLDINGS, INC.

                         By:_____________________________________

                         Title:__________________________________
<PAGE>
                                  RESTRICTION AGREEMENT NO.  ____


                 SED INTERNATIONAL HOLDINGS, INC.
                      1999 STOCK OPTION PLAN

                       RESTRICTION AGREEMENT


     This Restriction Agreement (the "Agreement") is entered into as
of the _________ day of ________________, ____, by and between SED
International Holdings, Inc. (the "Company")
and ________________________________________ ("Recipient").


                       W I T N E S S E T H:

     WHEREAS, the Company (which term as used herein shall include any
parent or subsidiary of the Company) has adopted the SED International
Holdings, Inc. 1999 Stock Option Plan (the "Plan") which is
administered by a Committee appointed by the Board of Directors of
SED International Holdings, Inc. (the "Committee"); and

     WHEREAS, effective as of  ____________________, _____, the
Committee granted to Recipient an award of restricted stock under, and
in accordance with, the terms of the Plan to reward Recipient for his
efforts on behalf of the Company and to encourage his continued
loyalty and diligence; and

     WHEREAS, to comply with the terms of the Plan and to further the
interests of the Company and Recipient, the parties hereto have set
forth the terms of such award in writing in this Agreement;

     NOW, THEREFORE, for and in consideration of the mutual promises
herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties
agree as follows:

     1.   Grant of Award.  Effective as of ___________________, _____,
the Committee granted to Recipient an Award of _____________________
shares of the $.01 par value common stock of SED International
Holdings, Inc. to Recipient, which Award is hereinafter referred to as
the "Restricted Shares."

     2.   Vesting Restrictions.   The Restricted Shares shall be
subject to the following vesting restrictions; provided, if Recipient
ceases to be an employee, Director or Consultant of
<PAGE>
the Company, his rights with respect to all nonvested Restricted
Shares under this schedule shall cease immediately:

                   [Describe vesting schedule]

Notwithstanding the foregoing, the Restricted Shares shall become 100%
vested and nonforfeitable immediately upon the death or Disability of
Recipient or upon a Change of Control of the Company.

     3.   Restrictions on Transfer.  Restricted Shares shall not be
transferred or assignable by the Recipient, except by transfer to a
Beneficiary on the death of the Recipient, and any purported transfer
(other than as excepted above) shall be null and void.  The
Recipient agrees that the following individual shall initially be his
Beneficiary:

          Name:     _______________________________
          Address:  _______________________________
                    _______________________________
                    _______________________________

Any subsequent modifications of the Recipient's Beneficiary shall be
made pursuant to the terms and provisions of the Plan.

     4.   Agreement of Recipient.  Recipient acknowledges that
Recipient has read the Plan and understands that certain restrictions
may apply with respect to the Restricted Shares acquired by Recipient
pursuant to the Award.  Specifically, Recipient acknowledges
that, to the extent Recipient is an "affiliate" of the Company , as
that term is defined by the Securities Act of 1933 (the "1933 Act"),
the Restricted Shares acquired by Recipient as a result of
the Award are subject to, and the certificate or certificates, if any,
representing the Restricted Shares shall be legended to reflect,
certain trading restrictions under applicable securities laws
(including particularly the Securities and Exchange Commission's Rule
144).  Recipient hereby agrees to execute such documents and take such
actions as the Company may require with respect to state and federal
securities laws and any restrictions on the resale of such shares
which may pertain. Recipient further acknowledges that the securities
represented by the Award have been registered under the 1933 Act and
all applicable state securities acts.

     5.   Execution of Agreement; Issuance of Restricted Stock.
Recipient shall execute the Agreement within 30 days after receipt of
same or the Agreement and the Award shall be null and void ab initio.
Within a reasonable time after the date of execution of the Agreement,
the Company shall  cause the Restricted Shares to be issued to
Recipient.

     6.   Withholding.  Recipient shall pay in cash (or have withheld
from his normal pay) or, if permitted by the Board or the Committee,
in shares of Common Stock held for the
<PAGE>
minimum period of time as specified in Section 6.8 of the Plan an
amount equal to the amount, if any, which the Company is required at
any time to withhold under such tax withholding requirements, which is
sufficient to fully satisfy the tax withholding requirements of the
Internal Revenue Code of 1986, as amended, and of any applicable state
or local tax laws.

     7.   Other Terms and Conditions.  In addition to the terms and
conditions set forth herein, the Award is subject to and governed by
the terms and conditions set forth in the Plan, each of which is
hereby incorporated by reference.  In the event of any conflict
between the provisions of the Agreement and the Plan, the Plan shall
control.

     8.   Notices.  All notices or other communications hereunder
shall be in writing and shall be effective (i) when personally
delivered by courier (including overnight carriers) or otherwise to
the party to be given such notice or other communication or (ii)
on the third business day following the date deposited in the United
States mail if such notice or other communication is sent by certified
or registered mail with return receipt requested and postage thereon
fully prepaid.  The addresses for such notices shall be as follows:

     If to the Company:

          SED International Holdings, Inc.
          Attention: Corporate Secretary
          4916 North Royal Atlanta Drive
          Tucker, Georgia  30085

     If to Recipient:

          __________________________
          __________________________
          __________________________
          __________________________

Any party hereto, by notice of the other party hereunder, may change
its address for receipt of notices hereunder.

     9.   Miscellaneous.

               (a)  Limitation of Rights.  The granting of the Award
     and the execution of the Agreement shall not give Recipient any
     rights to similar grants in future years or any right to be
     retained in the employ or service of the Company or to interfere
     in any way with the right of the Company to terminate Recipient's
     employment or services at any time.
<PAGE>

               (b)  Voting Rights and Dividends.  Upon issuance of the
     Restricted Shares, Recipient shall have the rights of a
     shareholder to vote the Restricted Shares and to receive all
     dividends or other distributions paid or made with respect to
     such Restricted Shares.

               (c)  Severability.  If any term, provision, covenant or
     restriction contained in the Agreement is held by a court or a
     federal regulatory agency of competent jurisdiction to be
     invalid, void or unenforceable, the remainder of the terms,
     provisions, covenants and restrictions contained in the Agreement
     shall remain in full force and effect, and shall in no way be
     affected, impaired or invalidated.

               (d)  Controlling Law.  The Agreement shall be construed
     and enforced in accordance with the laws of Georgia.

               (e)  Construction.  The Agreement, together with the
     Plan, contains the entire understanding between the parties and
     supersedes any prior understanding and agreements between them
     representing the subject matter hereof.  There are no
     representations, agreements, arrangements or understandings, oral
     or written, between and among the parties hereto relating to the
     subject matter hereof which are not fully expressed herein other
     than in the Plan.

               (f)  Headings.  Section and other headings contained in
     the Agreement are for reference purposes only and are in no way
     intended to describe, interpret, define or limit the scope,
     extent or intent of the Agreement or any provision hereof.
<PAGE>


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



                         SED INTERNATIONAL HOLDINGS, INC.

                         By:_____________________________________
                         Title: _________________________________





                         RECIPIENT

                         _________________________________________
                         Signature

                         _________________________________________
                         Print or Type Name