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                                                                  Exhibit 10(aa)
















                              EMPLOYMENT AGREEMENT

                                     BETWEEN

                       PIONEER-STANDARD ELECTRONICS, INC.

                                       AND

                                  ARTHUR RHEIN















                                                         Effective April 1, 2002

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                                TABLE OF CONTENTS
                                -----------------
                                                                           PAGE
                                                                           ----

Employment....................................................................1

Period of Employment..........................................................1

Position, Duties, Responsibilities............................................2

Compensation and Perquisites..................................................3

Employee Benefit Plans........................................................3

Effect of Death or Disability.................................................4

Termination...................................................................5

         General..............................................................5

         Change in Control....................................................5

         For Cause or Voluntary Termination Without a Good Reason.............7

         Without Cause or Voluntary Termination for a Good Reason.............8

         Arbitration..........................................................9

Non-Competition, Confidential Information and Non-Interference................9

Withholding..................................................................11

Notices......................................................................11

General Provisions...........................................................11

Amendment or Modification; Waiver............................................13

Severability.................................................................13

Successors to the Company....................................................13

Operation of Agreement.......................................................13

Enforcement Costs............................................................15





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                              EMPLOYMENT AGREEMENT
                              --------------------


         EMPLOYMENT AGREEMENT between PIONEER-STANDARD ELECTRONICS, INC., an
Ohio corporation (the "Company"), and ARTHUR RHEIN ("Rhein"), dated January 29,
2002, effective April 1, 2002.

                              W I T N E S S E T H:

         WHEREAS: Rhein currently serves the Company as its President and Chief
Operating Officer pursuant to an Employment Agreement, dated as of April 26,
2000, between Rhein and the Company (the "2000 Agreement");

         WHEREAS: It is desired that Rhein be promoted to the position of Chief
Executive Officer of the Company as of April 1, 2002 and that he continue to
serve as the Company's President;

         WHEREAS: In view of such change in title and the increased duties and
responsibilities to be assumed by Rhein in connection therewith, the Company and
Rhein desire to replace the 2000 Agreement with a new Employment Agreement in
order to reflect the terms and conditions of Rhein's employment as Chief
Executive Officer and President;

         WHEREAS: A new Employment Agreement containing such modified terms is
deemed necessary at the present time to meet the need for a continued strong
management;

         WHEREAS: Together with other officers of the Company, Rhein has been
responsible for the success of the business of the Company.

         NOW, THEREFORE, it is hereby agreed by and between the Company and
Rhein as follows:

1.       EMPLOYMENT

                  The Company hereby agrees to continue to employ Rhein, and
         Rhein hereby agrees to remain in the employ of the Company, for the
         period set forth in Section 2 hereof (the "Period of Employment"), in
         the position and with the duties and responsibilities set forth in
         Section 3 hereof, and upon the other terms and conditions hereinafter
         stated.

2.       PERIOD OF EMPLOYMENT

                  For purposes of this Agreement, the Period of Employment,
         subject only to the provisions of Section 6 hereof, shall continue for
         a one-year period from the effective date hereof and thereafter on a
         year-to-year basis (i) subject to termination of this Agreement by the
         Company effective as of the next anniversary of the effective date
         hereof following written notice of termination, which notice must be
         given to Rhein no


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         later than February 1 of the Company's then current fiscal year, or
         (ii) until the earlier termination of Rhein's employment as set forth
         in Section 7 hereof.

3.       POSITION, DUTIES, RESPONSIBILITIES

         3.01 CHIEF EXECUTIVE OFFICER AND PRESIDENT. During the Period of
         Employment, Rhein shall serve as Chief Executive Officer and President
         of the Company and shall have the responsibility for all of the
         operations of the Company including the authority, power and duties
         with regard to his position as may from time to time be assigned by the
         Board of Directors of the Company. Rhein's duties will include the
         supervision and direction of the corporate professional staff and the
         strategic direction of the Company's operations. He shall at all times
         during such period have the authority, power and duties of the person
         charged with the general management of the business and affairs of the
         areas assigned to him with authority to manage and direct all
         operations and affairs of those areas and to employ and discharge all
         employees thereof, reporting and being responsible only to the Board of
         Directors of the Company.

         3.02 BOARD MEMBERSHIP. It is further contemplated that at all times
         during the Period of Employment Rhein shall serve and continue to serve
         as a member of its Board of Directors. In the event that Rhein's
         employment is terminated for any reason as provided in Section 7
         hereof, Rhein agrees that he shall immediately submit his written
         resignation as a member of the Board of Directors of the Company, which
         may choose to either accept or reject such resignation.

         3.03 ATTENTION TO DUTIES. Throughout the Period of Employment, Rhein
         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, but nothing in this Agreement shall
         preclude Rhein 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.

         3.04 OFFICE. Throughout the Period of Employment, Rhein's office shall
         be located at the corporate offices of the Company, and Rhein shall not
         be required to locate his office elsewhere without his prior written
         consent, nor shall he be required to be absent therefrom on travel
         status or otherwise more than a total of sixty (60) days in any
         calendar year nor more than fifteen (15) consecutive days at any one
         time.

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4.       COMPENSATION AND PERQUISITES

         4.01     COMPENSATION.

                  (a) For all services rendered by Rhein in any capacity during
                  the Period of Employment, including, without limitation,
                  services as an executive officer, director or member of any
                  committee of the Company or of any subsidiary, division or
                  affiliate thereof, Rhein shall be entitled as compensation to
                  the following:

                        (i)         A base salary, payable not less often than
                                    monthly, at the rate of $52,083.34 per
                                    month, with such increases in such rate as
                                    may be awarded from time to time by the
                                    Board of Directors of the Company or the
                                    Compensation Committee, as applicable;

                       (ii)         Participation in the Company's 2000 Annual
                                    Incentive Plan or its successor (the "Annual
                                    Incentive Plan") in accordance with the
                                    provisions of such plan as in effect as of
                                    the date of this Agreement and as may be
                                    amended from time to time, provided, that
                                    such Annual Incentive Plan, including any
                                    Performance Goals and Participation
                                    Percentage applicable to Rhein thereunder,
                                    shall provide Rhein with a target annual
                                    incentive bonus of at least 100% of his base
                                    compensation; provided further, that for the
                                    Company's fiscal year ending March 31, 2003,
                                    such bonus shall not be less than $312,500
                                    (payable under this Agreement if not payable
                                    under the Annual Incentive Plan) and shall
                                    not exceed $700,000; provided finally, that
                                    no amendment or supplement to the Annual
                                    Incentive Plan applicable to Rhein may be
                                    effected without his prior written consent.

                  (b) Any increase in salary, incentive compensation or other
                  form of compensation shall in no way diminish any other
                  obligation of the Company under this Agreement, unless
                  specifically agreed to in writing by Rhein.

         4.02 PERQUISITES. During the Period of Employment, Rhein shall be
         entitled to perquisites, including without limitation, an office,
         secretarial staff and clerical staff, and to fringe benefits comparable
         to those enjoyed by the other elected executive officers of the
         Company, as well as to reimbursement, upon proper accounting, of
         reasonable business expenses and disbursements incurred by him in the
         course of his duties.

5.       EMPLOYEE BENEFIT PLANS

         5.01 BENEFIT PLANS. Rhein, his dependents, beneficiaries and estate
         shall be entitled to all payments and benefits and service credit for
         benefits during the Period of Employment to which executive officers of
         the Company, their dependents and beneficiaries are entitled as the
         result of the employment of such executive officers


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         during the Period of Employment under the terms of employee plans and
         practices of the Company, including, without limitation, the Company's
         Retirement Plan, its Benefit Equalization Plan, its Supplemental
         Executive Retirement Plan, its group life insurance plan, its
         accidental death and dismemberment insurance, its disability, medical
         and health and welfare plans, any key person individual life and
         disability policies, automobile expense reimbursement, club membership
         fees and dues, and other present or equivalent successor plans and
         practices of the Company, its subsidiaries and divisions, for which
         other executive officers, their dependents and beneficiaries are
         eligible, and to all payments or other benefits under any such plan or
         practice after the Period of Employment as a result of participation in
         such plan or practice during the Period of Employment.

         5.02 STOCK PLANS. Rhein shall be eligible to participate in the
         Company's 1991 Stock Option Plan and 2000 Stock Incentive Plan (which,
         together with any successor stock option plan or plans as may be in
         effect from time to time, are referred to herein as the "Option Plan");
         provided, however, that the grant of any stock options under any Option
         Plan shall be at the sole discretion of the Compensation Committee of
         the Board of Directors of the Company. The Company has granted Rhein
         stock options at an option price equal to the fair market value of the
         Company's Common Shares at the date of grant. The terms and conditions
         of exercise of options shall be as is set forth in Rhein's Stock Option
         Agreements (the "Option Agreements") with the Company; provided,
         however, that in the event of a Change in Control as defined in Section
         15.02 hereof, then notwithstanding the provisions of said Option
         Agreements, all options (including those granted to him under the 1982
         Incentive Stock Option Plan, the 1991 Stock Option Plan, the 2000 Stock
         Incentive Plan or any successor stock option plan or plans) shall
         immediately be 100% vested and Rhein shall have the immediate right of
         exercise with respect to all options and the underlying Common Shares
         covered by said Option Agreements. In the event that Rhein is
         discharged or resigns his employment during the one (1) year period
         following a Change in Control as defined in Section 15.02 hereof, Rhein
         shall have the period of one (1) year after the date of such
         termination or resignation (or such longer period as may be specified
         in the Option Agreement) or the remainder of the term of such options,
         whichever is shorter, to exercise his options, and any such exercise
         shall be irrevocable.

6.       EFFECT OF DEATH OR DISABILITY

         6.01 DEATH. In the event of the death of Rhein during the Period of
         Employment, the Period of Employment shall be deemed to have ended as
         of the close of business on the last day of the month in which death
         shall have occurred, and his legal representative shall be entitled to
         (i) the compensation provided for in Section 4.01(a)(i) hereof for the
         month in which death shall take place at the rate being paid at the
         time of death, (ii) an incentive cash bonus amount equal to his earned
         incentive cash bonus under the Annual Incentive Plan (or, if
         applicable, any predecessor annual incentive plan or arrangement) for
         the immediately preceding fiscal year, pro rated through the last date
         of the Period of Employment, and (iii) any benefits provided pursuant
         to Section 5.01 hereof which are payable pursuant to the terms of the
         applicable plan or practice.


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         6.02 DISABILITY.

              (a) The term "Disability," as used in this Agreement, shall mean
              an illness or accident which prevents Rhein from performing his
              duties under this Agreement for a period of six (6) consecutive
              months. The Period of Employment shall be deemed to have ended as
              of the close of business on the last day of such six (6) month
              period but without prejudice to any payments due Rhein during such
              six (6) month period or pursuant to any disability plan or
              disability insurance policy.

              (b) In the event of the Disability of Rhein during the Period of
              Employment, Rhein shall be entitled to (i) the compensation
              provided for in Section 4.01(a)(i) hereof at the rate being paid
              at the time of the commencement of Disability, for the period of
              such Disability but not in excess of six (6) months, (ii) an
              incentive cash bonus equal to his earned incentive cash bonus
              under the Annual Incentive Plan (or, if applicable, any
              predecessor annual incentive plan or arrangement) for the
              immediately preceding fiscal year, pro rated through the last date
              of the Period of Employment, and (iii) any benefits provided
              pursuant to Section 5.01 hereof which are payable pursuant to the
              terms of the applicable plan or practice, except that Rhein shall
              not be subject to the payment cap provided for by the Company's
              short-term disability plan.

              (c) The amount of any payments due under this Section 6.02 shall
              be reduced by any payments which Rhein may be paid for the same
              period under any disability plan of the Company or of any
              subsidiary or affiliate thereof.

7.       TERMINATION

         7.01 GENERAL. The Company may terminate Rhein's employment with or
         without Cause, and Rhein may voluntarily terminate his employment, at
         any time during the Period of Employment, subject to the provisions of
         this Section 7. The termination of this Agreement by the Company
         pursuant to Section 2(i) hereof shall be deemed to be a termination of
         employment without Cause as set forth in Section 7.04 hereof. In the
         event that this Agreement is to be terminated pursuant to Section 2(i)
         hereof, upon receipt of the notice of termination Rhein shall have the
         option of either leaving the Company at any time prior to the March 31
         effective date of the termination of this Agreement or continuing his
         employment until such effective date, and in either event Rhein shall
         be entitled to receive all of the payments and benefits as provided in
         Section 7.04 hereof; provided, however, that in the event Rhein elects
         to continue his employment with the Company subsequent to the March 31
         effective date of the termination of this Agreement, for a period of
         three (3) months thereafter Rhein shall have the right to terminate his
         employment with the Company and any such termination shall be deemed to
         be a termination of employment without Cause as set forth above.

         7.02 CHANGE IN CONTROL. If, during the one (1) year period following a
         Change in Control of the Company as defined in Section 15.02 hereof,
         Rhein is discharged or


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         voluntarily resigns his employment, there shall be paid or provided to
         Rhein, his dependents, beneficiaries and estate, as liquidated damages
         or severance pay, or both, the following:

              (a)      (i)     The compensation provided for in Section
                               4.01(a)(i) hereof for the month in which
                               termination shall have occurred at the rate being
                               paid at the time of termination; plus

                      (ii)     An incentive cash bonus calculated based upon his
                               earned incentive cash bonus under the Annual
                               Incentive Plan for the immediately preceding
                               fiscal year, pro rated for the then current
                               fiscal year through his date of termination; plus

                      (iii)    An amount equal to the product of thirty-six (36)
                               times his monthly base salary at the rate being
                               paid at the time of termination; plus

                      (iv)     An amount equal to his earned incentive cash
                               bonus under the Annual Incentive Plan (or, if
                               applicable, any predecessor annual incentive plan
                               or arrangement) for the three (3) previously
                               completed fiscal years.

              Such amounts shall be paid to Rhein in one payment immediately
              upon his termination of employment.

              (b) For the three (3) year period following the date of his
              termination of employment, Rhein, his dependents, beneficiaries
              and estate, shall continue to be entitled to all benefits provided
              pursuant to Section 5.01 hereof which are payable pursuant to the
              terms of the applicable plan or practice, and service credit for
              benefits under all employee benefit plans of the Company,
              including, without limitation, the Company's Retirement Plan,
              Supplemental Executive Retirement Plan and Benefit Equalization
              Plan referred to in Section 5.01 hereof, upon the same basis as
              immediately prior to termination and, to the extent that such
              benefits or service credit for benefits shall not be payable or
              provided under any such plans to Rhein, his dependents,
              beneficiaries and estate, by reason of his no longer being an
              employee of the Company as the result of termination, or any such
              plan, program or arrangement is discontinued or the benefits
              thereunder are materially reduced, the Company shall provide
              Rhein, his dependents, beneficiaries and estate, as appropriate, a
              benefit or payment which places Rhein, his dependents,
              beneficiaries and estate in at least as good of an economic
              position (taking into account the favorable economic, tax and
              legal characteristics customary for such plans, policies or
              arrangements) as if the benefit which such persons were entitled
              to receive under such plans, programs and arrangements immediately
              prior to termination had been paid.


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                  Any termination of Rhein's employment which either is (x) a
         termination by the Company other than for Cause or (y) a voluntary
         resignation by Rhein after the occurrence of an event which would
         constitute Good Reason under Section 15.03 hereof, which termination or
         resignation occurs within the period commencing on the commencement
         date of a tender offer for the Company's Common Shares, the execution
         of a letter of intent or the execution of a definitive agreement which,
         in each case, could reasonably be expected to lead to a Change in
         Control as defined in Section 15.02 hereof, and ending on either (A)
         the date of the Change in Control resulting from such tender offer or
         the consummation of the transaction contemplated by such letter of
         intent or such definitive agreement, as the case may be, or (B) the
         date as of which the Board of Directors determines in good faith that
         such tender offer has been withdrawn or has reached a final conclusion
         not resulting in a Change in Control or the transaction contemplated by
         such letter of intent or such definitive agreement is not to be
         consummated or if consummated, will not lead to a Change in Control, as
         the case may be, shall be deemed to be a termination under this Section
         7.02.

                  An election by Rhein to terminate his employment under the
         provisions of this Section 7.02 shall not be deemed a voluntary
         termination of employment by Rhein under Section 7.03 hereof. Further,
         an election by Rhein to terminate his employment under the provisions
         of subsection (y) of this Section 7.02 shall not be deemed to be a
         voluntary termination of employment for a Good Reason under Section
         7.04 hereof.

         7.03 FOR CAUSE OR VOLUNTARY TERMINATION WITHOUT A GOOD REASON. For the
         purpose of any provision of this Agreement, the termination of Rhein's
         employment shall be deemed to have been for Cause only if:

              (a) termination of his employment shall have been the result of
              Rhein's conviction of any of the following offenses, provided that
              such offense results in material economic harm to the Company or
              has a materially adverse effect on the Company's operations,
              property or business relationships: (i) misappropriation of money
              or other property of the Company or (ii) any felony;

              (b) there has been a breach by Rhein during the Period of
              Employment of the provisions of Section 3.03 hereof relating to
              devotion of full time to the affairs of the Company or any
              provision of Section 8 hereof, and such breach results in
              demonstrable significant injury to the Company, and with respect
              to any alleged breach of Section 3.03 hereof, Rhein shall have
              failed to remedy such breach within thirty (30) days after his
              receipt of written notice from the Company; or

              (c) there has been a substantial and continued failure or refusal
              to perform under this Agreement which Rhein shall have failed to
              remedy within thirty (30) days after his receipt of written notice
              from the Company.

              If Rhein's employment is terminated by the Company for Cause,
         or if Rhein shall voluntarily terminate his employment with the Company
         without a Good Reason as defined in Section 15.03 hereof, Rhein shall
         be entitled to the compensation provided for


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         in Section 4.01(a)(i) hereof through the date of such termination.
         Rhein shall not be entitled to any additional compensation or benefits
         (except for any vested benefits), and shall continue to be bound by the
         provisions of Section 8 hereof.

         7.04 WITHOUT CAUSE OR VOLUNTARY TERMINATION FOR A GOOD REASON. Subject
         to compliance by Rhein with the provisions of Section 8 hereof, if the
         Company shall terminate Rhein's employment without Cause or if Rhein
         shall voluntarily terminate his employment for a Good Reason as defined
         in Section 15.03 hereof, there shall be paid or provided to Rhein, his
         dependents, beneficiaries and estate, as liquidated damages or
         severance pay, or both, (i) the compensation provided for in Section
         4.01(a)(i) for the month in which termination shall have occurred at
         the rate being paid at the time of such termination; (ii) an incentive
         cash bonus calculated based upon his earned incentive cash bonus under
         the Annual Incentive Plan for the immediately preceding fiscal year,
         pro rated for the then current fiscal year through his date of
         termination; and (iii) the amount (the "Payment Amount") per month
         equal to 1/24th of (A) twenty-four (24) times his monthly base salary
         at the rate being paid at the time of termination PLUS (B) an amount
         equal to his earned incentive cash bonus under the Annual Incentive
         Plan (or, if applicable, any predecessor annual incentive plan or
         arrangement) for the two (2) previously completed fiscal years. Such
         Payment Amount shall be paid to Rhein or, in case of his prior death,
         to his legal representative or estate, in monthly installments at the
         end of each month commencing with the month next following that in
         which such termination shall have occurred, and continuing for a period
         of twenty-four (24) months. Rhein, his dependents, beneficiaries and
         estate shall also receive, for the twenty-four (24) month period
         following such termination, all benefits provided pursuant to Section
         5.01 hereof which are payable pursuant to the terms of the applicable
         plan or practice, and service credit for benefits under all employee
         benefit plans of the Company, including, without limitation, the
         Company's Retirement Plan, Benefit Equalization Plan and Supplemental
         Executive Retirement Plan referred to in Section 5.01 hereof, upon the
         same basis as immediately prior to termination and, to the extent that
         such benefits or service credit for benefits shall not be payable or
         provided under any such plans to Rhein, his dependents, beneficiaries
         and estate, by reason of his no longer being an employee of the Company
         as the result of termination, or any such plan, program or arrangement
         is discontinued or the benefits thereunder are materially reduced, the
         Company shall provide Rhein, his dependents, beneficiaries and estate,
         as appropriate, a benefit or payment which places Rhein, his
         dependents, beneficiaries and estate in at least as good of an economic
         position (taking into account the favorable economic, tax and legal
         characteristics customary for such plans, policies or arrangements) as
         if the benefit to which such persons were entitled to receive under
         such plans, programs and arrangements immediately prior to termination
         had been paid. In the event the Company fails to make such payments
         when due, then the remaining payments shall become due and payable
         immediately. Rhein shall be under no obligation to seek other
         employment, but without otherwise limiting the purposes or effect of
         this Section 7.04, any amounts payable to Rhein pursuant to Section
         7.04(iii) hereof shall be reduced by any amounts which Rhein actually
         receives from another employer during the twenty-four (24) month period
         following the date of his termination without Cause, and any benefits
         payable to Rhein or his dependents pursuant to this Section 7.04 by
         reason of any "welfare benefit


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         plan" of the Company (as the term "welfare benefit plan" is defined in
         Section 3(1) of the Employee Retirement Income Security Act of 1974, as
         amended) or perquisites shall be reduced to the extent comparable
         benefits or perquisites (or the cash equivalent thereof) are actually
         received by Rhein or his dependents from another employer during such
         period. Notwithstanding any provision in this Section 7.04 to the
         contrary, all obligations of the Company and Rhein's right to any
         payment or benefit under this Section 7.04 shall cease upon Rhein's
         breach of any provision of Section 8 hereof.

         7.05 ARBITRATION. In the event that Rhein's employment shall be
         terminated by the Company during the Period of Employment or the
         Company shall withhold payments or provision of benefits because Rhein
         is alleged to be engaged in activities prohibited by Section 8 hereof
         or for any other reason, Rhein shall have the right, in addition to all
         other rights and remedies provided by law, at his election either to
         seek arbitration in the metropolitan area of Cleveland, Ohio, under the
         Commercial Arbitration Rules of the American Arbitration Association by
         serving a notice to arbitrate upon the Company or to institute a
         judicial proceeding, in either case within one hundred and twenty (120)
         days after having received notice of termination of his employment.

8.       NON-COMPETITION, CONFIDENTIAL INFORMATION AND NON-INTERFERENCE

         8.01 NON-COMPETITION. During the Period of Employment and the two (2)
         year period following the termination of his employment (except in the
         case of a voluntary or involuntary termination of employment within one
         (1) year after a Change in Control), Rhein shall not become an officer,
         director, joint venturer, employee, consultant or five percent (5%)
         shareholder (directly or indirectly), or promote or assist (financially
         or otherwise), any entity which competes with any business in which the
         Company or any of its affiliates are engaged as of the date of such
         termination of employment. Rhein understands that the foregoing
         restrictions may limit his ability to engage in certain business
         pursuits during the period provided for herein, but acknowledges that
         he will receive sufficiently higher remuneration and other benefits
         from the Company hereunder than he would otherwise receive to justify
         such restriction. Rhein acknowledges that he understands the effect of
         the provisions of this Section 8.01, and that he has had reasonable
         time to consider the effect of these provisions, and that he was
         encouraged to and had an opportunity to consult an attorney with
         respect to these provisions.

         8.02 CONFIDENTIAL INFORMATION. Except for information which is already
         in the public domain, or which is publicly disclosed by persons other
         than Rhein, or which is required by law or court order to be disclosed,
         or information given to Rhein by a third party not bound by any
         obligation of confidentiality, Rhein shall at all times during and
         after his employment with the Company hold in strictest confidence any
         and all confidential information within his knowledge and which is
         material to the business of the Company (whether acquired prior to or
         during his employment with the Company) concerning the inventions,
         products, processes, methods of distribution, customers, services,
         business, suppliers or trade secrets of the Company, except that Rhein
         may, in connection with the performance of his duties to the Company,
         divulge confidential information to the directors, officers, employees
         and shareholders of the Company and to the advisors,


                                       9
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         accountants, attorneys or lenders of the Company or such other
         individuals as deemed prudent in the course of business to carry out
         the responsibilities and duties of his position, or as required by law.
         Such confidential information includes, without limitation, financial
         information, sales information, price lists, marketing data, the
         identity and lists of actual and potential customers and technical
         information, all to the extent that such information is not intended by
         the Company for public dissemination.

               Rhein also agrees that upon leaving the Company's employ he
         will not take with him, without the prior written consent of an officer
         authorized to act in the matter by the Board of Directors of the
         Company, any Company document, contract, internal financial or
         management reports, customer list, product list, price list, catalog,
         employee list, procedures, software, MIS data, drawing, blueprint,
         specification or other document of the Company, its subsidiaries,
         affiliates and divisions, which is of a confidential nature relating to
         the Company, its subsidiaries, affiliates and divisions, or, without
         limitation, relating to its or their methods of purchase or
         distribution, or any description of any trade secret, formulae or
         secret processes.

         8.03. NONINTERFERENCE. Rhein shall not, at any time during the Period
         of Employment or within the two (2) year period after his employment is
         terminated with the Company (except in the case of a voluntary or
         involuntary termination of employment within one (1) year after a
         Change in Control), without the prior written consent of the Company,
         directly or indirectly, induce or attempt to induce any employee, agent
         or other representative or associate of the Company to terminate his or
         her employment, representation or other relationship with the Company,
         or in any way directly or indirectly interfere with any relationship
         between the Company and its suppliers or customers.

         8.04. REMEDY. Rhein acknowledges that Sections 8.01, 8.02 and 8.03
         hereof were negotiated at arms length and are required for the fair and
         reasonable protection of the Company. Nevertheless, if any aspect of
         these restrictions is found to be unreasonable or otherwise
         unenforceable by a court of competent jurisdiction, the Company and
         Rhein intend for such restrictions to be modified by such court so as
         to be reasonable and enforceable and, as so modified by the court, to
         be fully enforced. Rhein and the Company further acknowledge and agree
         that a breach of those obligations and agreements will result in
         irreparable and continuing damage to the Company for which there will
         be no adequate remedy at law and, therefore, Rhein and the Company
         agree that in the event of any breach of said obligations and
         agreements the Company, and its successors and assigns, shall be
         entitled to injunctive relief and such other and further relief,
         including monetary damages, as is proper in the circumstances. It is
         further agreed that the running of the periods provided in Sections
         8.01 and 8.03 hereof shall be tolled during any period which Rhein
         shall be adjudged to have been in violation of any of his obligations
         under such Sections.


                                       10
<PAGE>

9.       WITHHOLDING

               Anything to the contrary notwithstanding, all payments required
         to be made by the Company hereunder to Rhein or his estate or
         beneficiaries, shall be subject to the withholding of such amounts, if
         any, relating to tax and other payroll deductions as the Company may
         reasonably determine it should withhold pursuant to any applicable law
         or regulation. In lieu of withholding such amounts, the Company may
         accept other provisions to the end that it has sufficient funds to pay
         all taxes required by law to be withheld in respect of such payments or
         any of them.

10.      NOTICES

               All notices, requests, demands and other communications provided
         for by this Agreement shall be in writing and shall be sufficiently
         given if and when mailed in the continental United States by registered
         or certified mail or personally delivered to the party entitled thereto
         at the address stated herein or to such changed address as the
         addressee may have given by a similar notice:

                  To the Company:    Pioneer-Standard Electronics, Inc.
                                     6065 Parkland Boulevard
                                     Mayfield Heights, Ohio 44124
                                     Attention: Secretary or
                                                Assistant Secretary

                  To Rhein:          Arthur Rhein
                                     40 Stonehill Lane
                                     Moreland Hills, Ohio 44022

11.      GENERAL PROVISIONS

         11.01 NO SET-OFF OR COUNTER CLAIM. There shall be no right of set-off
         or counter claim, in respect of any claim, debt or obligation, against
         payments to Rhein, his dependents, beneficiaries or estate provided for
         in this Agreement.

         11.02 BENEFICIARY. No right or interest to or in any payments shall be
         assignable by Rhein; provided, however, that this provision shall not
         preclude him from designating one or more beneficiaries to receive any
         amount that may be payable after his death and shall not preclude the
         legal representative of his estate from assigning any right hereunder
         to the person or persons entitled thereto under his will or, in the
         case of intestacy, to the person or persons entitled thereto under the
         laws of intestacy applicable to his estate. The term "beneficiaries" as
         used in this Agreement shall mean a beneficiary or beneficiaries so
         designated to receive any such amount or, if no beneficiary has been so
         designated, the legal representative of Rhein's estate.

         11.03 ASSIGNMENT. No right, benefit or interest hereunder, shall be
         subject to anticipation, alienation, sale, assignment, encumbrance,
         charge, pledge, hypothecation, or


                                       11
<PAGE>

         set-off in respect of any claim, debt or obligation, or to execution,
         attachment, levy or similar process, or assignment by operation of law.
         Any attempt, voluntary or involuntary, to effect any action specified
         in the immediately preceding sentence shall, to the full extent
         permitted by law, be null, void and of no effect.

         11.04 LEGAL REPRESENTATIVE. In the event of Rhein's death or a judicial
         determination of his incompetence, reference in this Agreement to Rhein
         shall be deemed, where appropriate, to refer to his legal
         representative or, where appropriate, to his beneficiary or
         beneficiaries.

         11.05 HEADINGS. The titles to sections in this Agreement are intended
         solely for convenience and no provision of this Agreement is to be
         construed by reference to the title of any section.

         11.06 BINDING EFFECT. This Agreement shall be binding upon and shall
         inure to the benefit of (a) Rhein and, subject to the provisions of
         Sections 11.02 and 11.03 hereof, his heirs and legal representatives,
         and (b) the Company and its successors as provided in Section 14
         hereof.

         11.07 EXCISE TAX GROSS UP. Rhein shall be entitled to a cash payment
         (the "Excise Tax Gross-Up Payment") equal to the amount of excise taxes
         which Rhein is required to pay pursuant to Section 4999 of the Internal
         Revenue Code of 1986, as amended ("Code"), as a result of any parachute
         payments as defined in Section 280G(b)(2)made by or on behalf of the
         Company or any successor thereto, under this Agreement or otherwise,
         resulting in an "excess parachute payment" as defined in Section
         280G(b)(1) of the Code. In addition to the foregoing, the Excise Tax
         Gross-Up Payment due to Rhein under this Section 11.07 shall be
         increased by the aggregate of the amount of federal, state and local
         income and excise taxes for which Rhein will be liable on account of
         the Excise Tax Gross-Up Payment to be made under this Section 11.07,
         such that Rhein will receive the Excise Tax Gross-Up Payment net of all
         income and excise taxes imposed on Rhein on account of the receipt of
         the Excise Tax Gross-Up Payment. The computation of the Excise Tax
         Gross-Up Payment shall be determined, at the expense of the Company, by
         an independent accounting, actuarial or consulting firm selected by the
         Company. Such Excise Tax Gross-Up Payment shall be made at such time as
         the Company shall determine, in its sole discretion, but in no event
         later than the date five (5) business days before the due date, without
         regard to any extension, for filing Rhein's federal income tax return
         for the calendar year for which it is determined that excise taxes are
         payable under Section 4999 of the Code. Notwithstanding the foregoing,
         there shall be no duplication of payments by the Company under this
         Section 11.07 in respect of excise taxes under Section 4999 of the Code
         to the extent the Company is making payments in respect of such excise
         taxes under any other arrangement with Rhein. In the event that Rhein
         is ultimately assessed with excise taxes under Section 4999 of the Code
         which exceed the amount of excise taxes used in computing Rhein's
         payment under this Section 11.07, the Company or its successor shall
         indemnify Rhein for such additional excise taxes plus any additional
         excise taxes, income taxes, interest and penalties resulting from the
         additional excise taxes and the indemnity hereunder.


                                       12
<PAGE>

12.      AMENDMENT OR MODIFICATION; WAIVER

               No provision of this Agreement may be amended or waived unless
         such amendment or waiver is authorized by the Board of Directors of the
         Company or the Compensation Committee thereof and is agreed to in
         writing, signed by Rhein and by an officer of the Company thereunto
         duly authorized by either the Board of Directors or the Compensation
         Committee. Except as otherwise specifically provided in this Agreement,
         no waiver by either party hereto of any breach by the other party
         hereto of any condition or provision of this Agreement to be performed
         by such other party shall be deemed a waiver of a subsequent breach of
         such condition or provision or a waiver of a similar or dissimilar
         provision or condition at the same or at any prior or subsequent time.

13.      SEVERABILITY

               In the event that any provision or portion of this Agreement
         shall be determined to be invalid or unenforceable for any reason, the
         remaining provisions and portions of this Agreement shall be unaffected
         thereby and shall remain in full force and effect to the fullest extent
         permitted by law.

14.      SUCCESSORS TO THE COMPANY

               Except as otherwise provided herein, this Agreement shall be
         binding upon and inure to the benefit of the Company and any successor
         of the Company, including, without limitation, any corporation which
         acquires directly or indirectly all or substantially all of the assets
         or capital stock of the Company whether by merger, consolidation, sale
         or otherwise (and such successor shall thereafter be deemed the Company
         for the purposes of this Agreement), but shall not otherwise be
         assignable by the Company.

15.      OPERATION OF AGREEMENT

         15.01 EFFECTIVE DATE. This Agreement is effective April 1, 2002, and
         shall supersede any prior employment arrangement or agreement,
         including the 2000 Agreement, which shall be deemed to be terminated
         and null and void. Notwithstanding the immediately preceding sentence
         to the contrary, it is the intention of the parties that this Agreement
         shall not result in the cancellation or diminution of any rights,
         interests or obligations of either party accrued under the 2000
         Agreement prior to April 1, 2002.

         15.02 CHANGE IN CONTROL. For purposes of this Agreement, the term
         "Change in Control" of the Company shall mean a change in control of a
         nature that would be required to be reported in response to Item 6(e)
         of Schedule 14A of Regulation 14A promulgated under the Securities
         Exchange Act of 1934 as in effect on the date of this Agreement;
         provided that, without limitation, such a change in control shall be
         deemed to have occurred if and when (a) any "person" (as such term is
         used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of
         1934), excluding The Pioneer Stock Benefit


                                       13
<PAGE>

         Trust, any employee benefit plan of the Company, any trust established
         under any employee benefit plan of the Company, or any trustee of any
         trust established under any employee benefit plan of the Company,
         becomes a beneficial owner, directly or indirectly, of securities of
         the Company representing twenty percent (20%) or more of the combined
         voting power of the Company's then outstanding securities, or (b)
         during any period of twelve (12) consecutive months, commencing before
         or after the date of this Agreement, individuals who, at the beginning
         of such twelve (12) month period were directors of the Company for whom
         Rhein, as a shareholder, shall have voted, cease for any reason to
         constitute at least a majority of the Board of Directors of the
         Company. In addition, a "Change in Control" shall be deemed to have
         occurred if, at any time during the one (1) year period following the
         first day on which Rhein shall hold the title of Chief Executive
         Officer of the Company, such title shall be revoked or his duties or
         obligations shall be materially inconsistent with the duties or
         obligations of the Chief Executive Officer of the Company, unless such
         revocation or assignation is due to Rhein's Disability, death,
         termination of employment by the Company for Cause or voluntary
         termination by Rhein without a Good Reason.

         15.03 GOOD REASON. For the purpose of this Agreement, "Good Reason"
         shall mean the occurrence of: (a) any reduction in Rhein's position,
         authority or title; (b) any material reduction in Rhein's
         responsibilities or duties for the Company; (c) any material adverse
         change or reduction in the aggregate perquisites, benefits and payments
         to which Rhein is entitled pursuant to Sections 4.02 and 5.01 hereof;
         (d) any change in Rhein's reporting relationship; (e) any relocation of
         Rhein's principal place of work with the Company to a location that
         exceeds by fifty (50) miles the distance from the location of his
         residence at the time of such relocation of Rhein's principal place of
         work with the Company to 6065 Parkland Boulevard, Mayfield Heights,
         Ohio; or (f) the material breach or material default by the Company of
         any of its agreements or obligations under any provision of this
         Agreement, unless such breach or default is substantially cured within
         a reasonable period of time (hereby defined as thirty (30) days) after
         written notice advising the Company of the acts or omissions
         constituting such breach or default is actually received by the
         Company. As used in Section 15.03(c), an "adverse change or material
         reduction" in the aggregate perquisites, benefits and payments to which
         Rhein is entitled pursuant to Sections 4.02 and 5.01 shall be deemed to
         result from any reduction or any series of reductions which, in the
         aggregate, exceeds five percent (5%) of the value of such perquisites,
         benefits and payments determined as of the date of this Agreement. If
         Rhein claims the existence of a Good Reason, he shall give written
         notice to the Company of the event constituting Good Reason not later
         than ninety (90) days following the later to occur of the occurrence of
         the event (e.g., the actual reduction in compensation, the scheduled
         date of relocation or the date of the breach) constituting Good Reason
         or his actual knowledge thereof. If the event which Rhein claims to be
         a Good Reason is not cured within thirty (30) days following the date
         of such notice, Rhein must resign within ten (10) days following the
         thirty (30) day cure period in order to invoke his right to resign for
         Good Reason. If no such timely resignation occurs or no such timely
         written notices are given, Rhein's right to resign for Good Reason with
         respect to such event shall be permanently waived.


                                       14
<PAGE>

16.      ENFORCEMENT COSTS

               The Company is aware that upon the occurrence of a Change in
         Control the Board of Directors or a shareholder of the Company may then
         cause or attempt to cause the Company to refuse to comply with its
         obligations under this Agreement, or may cause or attempt to cause the
         Company to institute, or may institute, litigation seeking to have this
         Agreement declared unenforceable, or may take, or attempt to take,
         other action to deny Rhein the benefits intended under this Agreement.
         In these circumstances, the purpose of this Agreement could be
         frustrated. It is the intent of the Company that Rhein not be required
         to incur the expenses associated with the enforcement of his rights
         under this Agreement by litigation or other legal action because the
         cost and expense thereof would substantially detract from the benefits
         intended to be extended to Rhein hereunder, nor be bound to negotiate
         any settlement of his rights hereunder under threat of incurring such
         expenses. Accordingly, if following a Change in Control it should
         appear to Rhein that the Company has failed to comply with any of its
         obligations under this Agreement or in the event that the Company or
         any other person takes any action to declare this Agreement void or
         unenforceable, or institutes any litigation or other legal action
         designed to deny, diminish or to recover from, Rhein, the benefits
         intended to be provided to Rhein hereunder, and that Rhein has complied
         with all of his obligations under this Agreement, the Company
         irrevocably authorizes Rhein from time to time to retain counsel of his
         choice at the expense of the Company as provided in this Section 16, to
         represent Rhein in connection with the initiation or defense of any
         litigation or other legal action, whether by or against the Company or
         any Director, officer, shareholder or other person affiliated with the
         Company, in any jurisdiction. Notwithstanding any existing or prior
         attorney-client relationship between the Company and such counsel, the
         Company irrevocably consents to Rhein entering into an attorney-client
         relationship with such counsel, and in that connection the Company and
         Rhein agree that a confidential relationship shall exist between Rhein
         and such counsel. The reasonable fees and expenses of counsel selected
         from time to time by Rhein as herein provided shall be paid or
         reimbursed to Rhein by the Company on a regular, periodic basis upon
         presentation by Rhein of a statement or statements prepared by such
         counsel in accordance with its customary practices, up to a maximum
         aggregate amount of $500,000.





                                       15
<PAGE>


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


ATTEST:                             PIONEER-STANDARD ELECTRONICS, INC.


/s/ Lawrence N. Schultz             By /s/ James L. Bayman
-----------------------------         ------------------------------------------
                                      James L. Bayman, Chairman of the Board and
                                      Chief Executive Officer


ATTEST:



/s/ Lawrence N. Schultz               /s/ Arthur Rhein
-----------------------------         ------------------------------------------
                                      Arthur Rhein





                                       16