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                                                                   Exhibit 10(z)

                     AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT


         AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT between PIONEER-STANDARD
ELECTRONICS, INC., an Ohio corporation (the "Company"), and JAMES L. BAYMAN
("Bayman"), dated January 29, 2002, effective April 1, 2002.

                              W I T N E S S E T H:

         WHEREAS, the Company and Bayman are parties to that certain Employment
Agreement dated April 26, 2000, effective April 1, 2000 (the "Agreement");

         WHEREAS, the Agreement contains certain provisions regarding, inter
alia, the nature of Bayman's commitments, duties and responsibilities during the
Period of Transition (as such term is defined in the Agreement);

         WHEREAS, the Company and Bayman desire to amend the Agreement to
reflect an increase in Bayman's commitments, duties and responsibilities during
the Period of Transition and the compensation payable to him by the Company as a
result of such increase, and to make certain other modifications in connection
therewith.

         NOW, THEREFORE, the parties hereby agree that the Agreement is hereby
amended as follows effective April 1, 2002:

         1. The last sentence of Section 3.04 is hereby deleted, and the
following is hereby inserted in lieu thereof:

            "Throughout the first year of the Period of Transition,
            Bayman shall retain his present office location at the
            corporate offices of the Company. For the remainder of the
            Period of Transition, Bayman shall be provided with an
            appropriate office which shall be mutually acceptable to
            Bayman and his successor as Chief Executive Officer."

         2. Section 3.05 is hereby deleted, and the following is hereby inserted
in lieu thereof:

            "3.05 PERIOD OF TRANSITION. The following shall apply to the Period
            of Transition:

                   (a) EMPLOYMENT DUTIES AND RESPONSIBILITIES. Throughout the
            Period of Transition, Bayman shall serve in an advisory capacity to
            the Chief Executive Officer and shall perform such tasks as shall be
            reasonably requested of him from time to time by the Chief Executive
            Officer. In addition, during the first year of the Period of
            Transition, Bayman shall be regularly available as requested by the
            Chief Executive Officer to assist in evaluating industry and market
            conditions, evaluating corporate opportunities, assisting in any
            related merger, acquisition


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            and consolidation activities, developing strategic plans, and
            undertaking similar corporate development activities.

                   (b) BOARD MEMBERSHIP. Bayman shall make himself available to
            serve as a nominee for election by the shareholders of the Company
            as a Director of the Company and, if elected, agrees that at all
            times during the Period of Transition, Bayman shall make himself
            available to serve and continue to serve as a member of its Board of
            Directors.

                   (c) BOARD CHAIRMANSHIP. Bayman shall stand for election as a
            Class B Director of the Company at the Annual Meeting of
            Shareholders of the Company to be held in 2002, and, assuming that
            he is so elected, agrees to continue to serve, at the discretion of
            the Board of Directors, as Chairman of the Board of Directors
            through March 31, 2003.

                   (d) AVAILABILITY. During the first year of the Period of
            Transition, as requested by the Chief Executive Officer, Bayman
            shall devote his full time and undivided attention during normal
            business hours to the business and affairs of the Company, except
            for reasonable vacations afforded the Company's executive officers
            and except for illness or incapacity. Thereafter, Bayman shall
            devote no more than five (5) days per month during normal business
            hours to the business affairs of the Company as requested from time
            to time by the Chief Executive Officer, except for illness or
            incapacity. Notwithstanding the foregoing, nothing in this Agreement
            shall preclude Bayman at any time from devoting reasonable time
            required for serving as a director or member of an advisory
            committee of any organization involving no conflict of interest with
            the interests of the Company, from engaging in charitable and
            community activities, and from managing his personal affairs,
            provided that such activities do not materially interfere with the
            regular performance of his duties and responsibilities under this
            Agreement."

            3. Section 4.01(b) is hereby amended by adding the following:

               "Notwithstanding the foregoing, for all services rendered by
               Bayman in any capacity during the first year of the Period of
               Transition, Bayman shall be paid as compensation (x) a base
               salary, payable not less often than monthly, at a rate of
               $450,000 per year and (y) a cash bonus, payable as a single sum
               on March 31, 2003, of $200,000. Such bonus shall be treated for
               purposes of this Agreement as an earned incentive bonus under the
               Annual Incentive Plan for the Company's fiscal year ending March
               31, 2003."

            4. The reference to Section 8(a) in Section 8.01 is hereby changed
to a reference to Section 8.01.

            5. Except as amended by the foregoing, the provisions of the
Agreement are ratified and confirmed in all respects.

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         IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
1 to the Agreement as of the date first above written.



ATTEST:                             PIONEER-STANDARD ELECTRONICS, INC.


 /s/ Lawrence N. Schultz            By  /s/ Arthur Rhein
---------------------------            --------------------------------------
                                       Arthur Rhein
                                       President and Chief Operating Officer

ATTEST:



/s/ Lawrence N. Schultz                /s/ James L. Bayman
---------------------------            --------------------------------------
                                       James L. Bayman







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