This Instrument prepared by 
  and, after recording, return to:
Steven D. Lear, Esq.
Bilzin Sumberg Dunn Price & Axelrod LLP
2500 First Union Financial Center
Miami, Florida  33131                       98R416896 1998 AUG 24  15:15
(305) 374-7580

OFF.
REC.     18244PC4264

MORTGAGE DEED                                                    RAMCO FORM REG.
  LONG FORM

                               THIS MORTGAGE DEED

     EXECUTED  THE 21 DAY OF AUGUST A.D.  1998 BY BRUCE  MITCHELL  GOLDBERG  AND
JAYNE ELLEN GOLDBERG, HIS WIFE,

HEREINAFTER CALLED THE MORTGAGOR, TO

     ALL AMERICAN SEMICONDUCTOR, INC., A DELAWARE corporation,

HEREINAFTER CALLED THE MORTGAGEE:

     [WHEREVER USED HEREIN THE TERMS "MORTGAGOR" AND "MORTGAGEE" include all the
     parties to this instrument and the heirs, legal representatives and assigns
     of  individuals,  and the  successors and assigns of  corporation:  and the
     terms "note" includes all the notes herein described if more than one.]

     WITNESSETH,  THAT  FOR  GOOD  AND  VALUABLE  CONSIDERATIONS,  AND  ALSO  IN
CONSIDERATION  OF THE  AGGREGATE SUM NAMED IN THE  PROMISSORY  NOTE OF EVEN DATE
HEREWITH,  HEREINAFTER DESCRIBED, THE MORTGAGOR HEREBY GRANTS, BARGAINS,  SELLS,
ALIENS, REMISES, CONVEYS AND CONFIRMS UNTO THE MORTGAGEE ALL THE CERTAIN LAND OF
WHICH THE  MORTGAGOR  IS NOW SEIZED  AND IN  POSSESSION  SITUATE  IN  MIAMI-DADE
COUNTY, FLORIDA, VIZ:

     Lot 3, Block 2B, of SUNSET ISLAND NO. 2, according to the Plat thereof,  as
     recorded in Plat Book 40, at Page 8, of the Public  Records of Dade County,
     Florida.

<PAGE>


OFF.
REC.     18244PC4265

         TO  HAVE  AND  TO  HOLD  THE  SAME,   TOGETHER   WITH  THE   TENEMENTS,
HEREDITAMENTS AND APPURTENANCES  THERETO  BELONGING,  AND THE RENTS,  ISSUES AND
PROFITS THEREOF, UNTO THE MORTGAGEE, IN FEE SIMPLE.

         AND THE MORTGAGOR  COVENANTS  WITH THE MORTGAGEE  THAT THE MORTGAGOR IS
INDEFEASIBLY  SEIZED OF SAID LAND IN FEE  SIMPLE;  THAT THE  MORTGAGOR  HAS GOOD
RIGHT AND LAWFUL AUTHORITY TO CONVEY SAID LAND AS AFORESAID;  THAT THE MORTGAGOR
WILL MAKE SUCH FURTHER  ASSURANCES  TO PERFECT THE FEE SIMPLE TITLE TO SAID LAND
IN THE MORTGAGEE AS MAY REASONABLY BY REQUIRED;  THAT THE MORTGAGOR HEREBY FULLY
WARRANTS  THE TITLE TO SAID LAND AND WILL  DEFEND  THE SAME  AGAINST  THE LAWFUL
CLAIMS OF ALL  PERSONS  WHOMSOEVER;  AND THAT SAID LAND IS FREE AND CLEAR OF ALL
ENCUMBRANCES.

         SUBJECT TO: ZONING, RESTRICTIONS, PROHIBITIONS AND OTHER REQUIREMENTS
         IMPOSED BY GOVERNMENTAL AUTHORITY; RESTRICTIONS AND MATTERS APPEARING
         ON THE PLAT OR OTHERWISE COMMON TO THE SUBDIVISION; PUBLIC UTILITY
         EASEMENTS OF RECORD, IF ANY AND 1998 REAL ESTATE TAXES AND SUBSEQUENT
         YEARS WHICH ARE NOT YET DUE AND PAYABLE, AND THE MORTGAGE SHALL BE
         JUNIOR, SUBJECT TO AND SUBORDINATE IN ALL RESPECTS TO THAT CERTAIN
         MORTGAGE IN FAVOR OF HARRIS TRUST & SAVINGS BANK, AS RECORDED IN
         OFFICIAL RECORDS BOOK 18156 AT PAGE 1929 OF THE PUBLIC RECORDS OF
         MIAMI-DADE COUNTY, FLORIDA ON JUNE 22, 1998 INCLUDING ALL ASSIGNMENTS,
         MODIFICATIONS, EXTENSIONS, RENEWALS AND REPLACEMENTS THEREOF FROM TIME
         TO TIME.

         AND SUBJECT TO OTHER MATTERS OF RECORD.

         PROVIDED  ALWAYS,  THAT IS SAID MORTGAGOR SHALL PAY UNTO SAID MORTGAGEE
THE CERTAIN  PROMISSORY  NOTE  HEREINAFTER  SUBSTANTIALLY  COPIED OR IDENTIFIED,
TO-WIT: Attached hereto as Exhibit A.

<PAGE>

                                      OFF.
                                REC. 18244PC4266


                                   EXHIBIT "A"

                                  MORTGAGE NOTE

$125,000                                                          Miami, Florida
                                                                 August 21, 1998


         FOR VALUE RECEIVED the undersigned  promises to pay to the order of ALL
AMERICAN SEMICONDUCTOR,  INC., a Delaware corporation,  the principal sum of One
Hundred  Twenty-Five  Thousand and no/100 Dollars together with interest thereon
at the rate of five percent (5%) per annum from August 21, 1998, until maturity,
both  principal and interest being payable in Lawful Money of the United States,
such principal sum and interest payable in installments as follows:

         Interest only in annual installments  commencing December 31, 1998, and
each  December  31st  thereafter   through  and  including  December  31,  2003.
Commencing  January 1, 2004,  this note shall be payable in twenty  annual equal
payments of principal  and interest  sufficient  to pay interest  each year at a
rate of five percent (5%) per annum and amortize the unpaid principal balance in
twenty years with the first annual  payment due on December 31, 2004;  provided,
however,  that in all events this note is payable in full  including  the unpaid
principal  balance and any accrued and unpaid  interest  thereon,  on August 25,
2013.

         Such  installment  payments  shall be  applied  first  to the  interest
accruing  under the terms of this note and then to a reduction of the  principal
indebtedness.  The  makers and  endorsers  of this note  further  agree to waive
demand,  notice of  non-payment  and  protest,  and in the event  suit  shall be
brought for the collection  hereof,  or the same has to be collected upon demand
of an attorney,  to pay reasonable  attorney's fees for making such  collection.
This note is secured by a mortgage of even date  herewith and is to be construed
and enforced according to the laws of the State of Florida.

Payable at                          -----------------------------------
                                                BRUCE MITCHELL GOLDBERG

All American Semiconductor, Inc.
16115 N.W. 52nd Avenue
Miami, Florida  33014

                                    -----------------------------------
                                                   JAYNE ELLEN GOLDBERG



<PAGE>


                                      OFF.
                                REC. 18244PC4267

AND SHALL  PERFORM,  COMPLY  WITH AND  ABIDE BY EACH AND  EVERY THE  AGREEMENTS,
STIPULATIONS,  CONDITIONS AND COVENANTS THEREOF, AND OF THIS MORTGAGE, THEN THIS
MORTGAGE AND THE ESTATE HEREBY CREATED,  SHALL CEASE,  DETERMINE AND BE NULL AND
VOID.

         AND THE MORTGAGOR  HEREBY FURTHER  COVENANTS AND AGREES TO PAY PROMPTLY
WHEN DUE THE PRINCIPAL AND INTEREST AND OTHER SUMS OF MONEY PROVIDED FOR IN SAID
NOTE  AND  THIS  MORTGAGE,  OR  EITHER;  TO PAY  ALL  AND  SINGULAR  THE  TAXES,
ASSESSMENTS, LEVIES, LIABILITIES,  OBLIGATIONS, AND ENCUMBRANCES OF EVERY NATURE
ON  SAID  PROPERTY;  TO  PERMIT,  COMMIT  OR  SUFFER  NO  WASTE,  IMPAIRMENT  OR
DETERIORATION OF SAID LAND OR THE IMPROVEMENTS  THEREON AT ANY TIME; TO KEEP THE
BUILDINGS NOW OR HEREAFTER ON SAID LAND FULLY INSURED IN A SUM OF NO LESS
THAN

IN A COMPANY OR COMPANIES ACCEPTABLE TO THE MORTGAGEE, THE POLICY OR POLICIES TO
BE HELD BY, AND PAYABLE TO,  SAID  MORTGAGEE,  AND IN THE EVENT ANY SUM OF MONEY
BECOMES  PAYABLE BY VIRTUE OF SUCH INSURANCE THE MORTGAGEE  SHALL HAVE THE RIGHT
TO RECEIVE AND APPLY THE SAME TO THE INDEBTEDNESS HEREBY SECURED,  ACCOUNTING TO
THE  MORTGAGOR  FOR  ANY  SURPLUS;  TO PAY ALL  COSTS,  CHARGES,  AND  EXPENSES,
INCLUDING LAWYER'S FEES AND TITLE SEARCHES,  REASONABLY  INCURRED OR PAID BY THE
MORTGAGEE  BECAUSE OF THE FAILURE OF THE  MORTGAGOR TO PROMPTLY AND FULLY COMPLY
WITH THE  AGREEMENTS,  STIPULATIONS,  CONDITIONS  AND COVENANTS OF SAID NOTE AND
THIS MORTGAGE,  OR EITHER;  TO PERFORM,  COMPLY WITH AND ABIDE BY EACH AND EVERY
THE  AGREEMENTS,  STIPULATIONS,  CONDITIONS AND COVENANTS SET FORTH IN SAID NOTE
AND THIS MORTGAGE OR EITHER.  IN THE EVENT THE  MORTGAGOR  FAILS TO PAY WHEN DUE
ANY TAX,  ASSESSMENT,  INSURANCE PREMIUM OR OTHER SUM OF MONEY PAYABLE BY VIRTUE
OF SAID NOTE AND THIS  MORTGAGE,  OR  EITHER,  THE  MORTGAGEE  MAY PAY THE SAME,
WITHOUT  WAIVING  OR  AFFECTING  THE  OPTION TO  FORECLOSE  OR ANY  OTHER  RIGHT
HEREUNDER,  AND ALL SUCH  PAYMENTS  SHALL BEAR INTEREST FROM DATE THEREOF AT THE
HIGHEST LAWFUL RATE THEN ALLOWED BY THE LAWS OF THE STATE OF FLORIDA.

         IF ANY SUM OF MONEY HEREIN  REFERRED TO BE NOT PROMPTLY  PAID WITHIN 30
DAYS  NEXT  AFTER THE SAME  BECOMES  DUE,  OR IF EACH AND EVERY THE  AGREEMENTS,
STIPULATIONS,  CONDITIONS  AND  COVENANTS  OF SAID  NOTE AND THIS  MORTGAGE,  OR
EITHER,  ARE NOT FULLY  PERFORMED,  COMPLIED WITH AND ABIDED BY, THEN THE ENTIRE
SUM MENTIONED IN SAID NOTE,  AND THIS  MORTGAGE,  OR THE ENTIRE  BALANCE  UNPAID
THEREON, SHALL FORTHWITH OR THEREAFTER,  AT THE OPTION OF THE MORTGAGEE,  BECOME
AND BE DUE  AND  PAYABLE,  ANYTHING  IN  SAID  NOTE OR  HEREIN  TO THE  CONTRARY
NOTWITHSTANDING.  FAILURE  BY THE  MORTGAGEE  TO  EXERCISE  ANY OF THE RIGHTS OR
OPTIONS  HEREIN  PROVIDED SHALL NOT CONSTITUTE A WAIVER OF ANY RIGHTS OR OPTIONS
UNDER SAID NOTE OR THIS MORTGAGE ACCRUED OR THEREAFTER ACCRUING.

         IN WITNESS  WHEREOF,  THE SAID MORTGAGOR HAS HEREUNTO SIGNED AND SEALED
THESE PRESENTS THE DAY AND YEAR FIRST ABOVE WRITTEN.

SIGNED, SEALED AND DELIVERED IN THE PRESENCE OF:

/s/ PAMELA R. WALES                 /s/ BRUCE MITCHELL GOLDBERG             L.S.
--------------------------------    --------------------------------------------
    PAMELA R. WALES                     BRUCE MITCHELL GOLDBERG

/s/ MIKE CLARK                                                              L.S.
--------------------------------    --------------------------------------------
    MIKE CLARK

/s/ PAMELA R. WALES                 /s/ JAYNE ELLEN GOLDBERG                L.S.
--------------------------------    --------------------------------------------
    PAMELA R. WALES                     JAYNE ELLEN GOLDBERG

/s/ MIKE CLARK                                                              L.S.
--------------------------------    --------------------------------------------
    MIKE CLARK                      Address as to both:

                                    112 Bond Court
                                    Los Gatos, California  95030

STATE OF California
COUNTY OF Santa Clara

                                    I HEREBY  CERTIFY  that on this day,  before
me,  an  officer  duly  authorized  in the  State  aforesaid  and in the  County
aforesaid to take  acknowledgements,  personally  appeared  BRUCE M.  (MITCHELL)
GOLDBERG AND JAYNE ELLEN GOLDBERG

to me  known to be the  persons  described  in and who  executed  the  foregoing
instrument and __________ acknowledged before me that they executed the same.

                                    WITNESS  my hand  and  official  seal in the
County and State last aforesaid this twenty first day of August A. D. 1998

                                    /s/ JEANIE McCUNE
                                    --------------------------------------------
                                        JEANIE McCUNE
                                        NOTARY PUBLIC

                                    ====================================
                                    [NOTARY SEAL]  JEANIE MC CUNE
                                                  COMMISSION #1098646
                                              Notary Public - California
                                                 Santa Clara County
                                           My Comm. Expires May 23, 2000
                                    ====================================

THIS INSTRUMENT PREPARED BY:
ADDRESS


<PAGE>

                                OFF.
                                REC. 18244PC4268

CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT
================================================================================

STATE OF CALIFORNIA                          RECORDED IN OFFICIAL RECORD BOOK
COUNTY OF SANTA CLARA                        OF DADE COUNTY FLORIDA
                                             RECORD VERIFIED
                                             HARVEY RUVIN

On AUGUST 21, 1998 before me, JEANIE MCCUNE-NOTARY  PUBLIC,  Personally appeared
BRUCE MITCHELL GOLDBERG AND JAYNE ELLEN GOLDBERG.

[X] personally known to me - OR - [ ]  proved to me on the basis of satisfactory
                                       evidence  to  be  the   person(s)   whose
 ====================================  name(s) is [ARE] subscribed to the within
 [NOTARY SEAL]  JEANIE MC CUNE         instrument  and  acknowledged  to me that
               COMMISSION #1098646     he/she   [THEY]   executed  the  same  in
           Notary Public - California  his/her [THEIR] authorized capacity(ies),
              Santa Clara County       and that by his/her [THEIR]  signature(s)
        My Comm. Expires May 23, 2000  on the instrument  the person(s),  or the
 ====================================  entity upon behalf of which the person(s)
                                       acted, executed the instrument.

                                       WITNESS my hand and official seal.

                                       /s/ JEANIE McCUNE
                                       -----------------------------------------
                                           SIGNATURE OF NOTARY
                                       /s/ Jeanie McCune

=================================== OPTIONAL ===================================

Though the data below is not  required by law, it may prove  valuable to persons
relying on the document and could prevent fraudulent reattachment of this form.

    CAPACITY CLAIMED BY SIGNER                 DESCRIPTION OF ATTACHED DOCUMENT
[ ] INDIVIDUAL
[ ] CORPORATE OFFICER

    -------------------------------------    -----------------------------------
                  TITLES                           TITLE OF TYPE OF DOCUMENT
[ ] PARTNER(S)                [ ] LIMITED
                              [ ] GENERAL
[ ] ATTORNEY-IN-FACT                         -----------------------------------
[ ] TRUSTEE(S)                                        NUMBER OF PAGES
[ ] GUARDIAN/CONSERVATOR
[ ] OTHER:
         --------------------------------    -----------------------------------
    -------------------------------------              DATE OF DOCUMENT
    -------------------------------------

SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTITY(IES)

    -------------------------------------    -----------------------------------
    -------------------------------------      SIGNER(S) OTHER THAN NAMED ABOVE

================================================================================