FIRST AMENDMENT TO EMPLOYMENT AGREEMENT


         FIRST  AMENDMENT,  made and entered  into as of the 21st day of August,
1998, to the Employment Agreement (the "Agreement") made and entered into on May
24,  1995,  by  and  between  ALL  AMERICAN  SEMICONDUCTOR,   INC.,  a  Delaware
corporation (the "Company"), and BRUCE M. GOLDBERG (the "Employee").

                              W I T N E S S E T H :

         WHEREAS,  the Company and the Employee mutually desire and each of them
is willing, in accordance with the terms and conditions  specifically  restated,
added,  deleted or otherwise set forth below,  to amend the Agreement;  it being
understood by the Company and the Employee that all terms and  conditions of the
Agreement not otherwise  specifically  modified by this First Amendment  thereto
shall remain  effective  and continue  operating  in full force  throughout  the
entire term of the Agreement;

         NOW,  THEREFORE,   for  and  in  consideration  of  the  covenants  and
agreements hereinafter set forth, the parties hereto mutually agree as follows:

         1.       EXPENSES OF  EMPLOYEE.  Section 4 of the  Agreement  is hereby
amended to be replaced in its entirety with the following:

         (a)      General Expenses.  The Company shall pay or reimburse Employee
for reasonable  expenses incurred by Employee in connection with the business of
the Company.

         (b)      Excise Tax Reimbursement and Tax Gross-up.

                  (i) The  Company  shall  promptly  pay or  reimburse  Employee
         (collectively,  the "Excise Tax  Payments")  for any federal income tax
         liability  imposed  pursuant  to Section  4999 or Section  280G (or any
         successor provisions) of the Internal Revenue Code of 1986,


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         as  amended,  and any similar  federal,  state or local tax that may be
         imposed in lieu thereof or in addition thereto  (collectively,  "Excise
         Tax"),  in  connection  with  the  receipt  of any  payments  or  other
         consideration  by or for the benefit of Employee  with  respect to this
         Agreement  (including  any increases  thereto  pursuant to the Gross-Up
         Formula,  as defined  below),  including any imputed income to Employee
         relating to the acceleration of any Company benefits  including vesting
         of stock options to purchase common stock of the Company.  In addition,
         each Excise Tax Payment,  to the extent such payment constitutes income
         to  Employee  subject to income  and/or  unemployment  taxes,  shall be
         increased  to and  include  the  amount  computed  under  the  Gross-Up
         Formula,  as  defined  and  provided  below  (each,  as  increased,   a
         "Grossed-Up Excise Tax Payment";  collectively,  the "Grossed-Up Excise
         Tax  Payments").  Each  Grossed-Up  Excise Tax Payment  shall be in the
         amount computed under the following  formula (the "Gross-Up  Formula"):
         Divide the gross  taxable  amount of each  Excise Tax Payment (or other
         compensation   payment  subject  to  tax  gross  up  pursuant  to  this
         Agreement)  by a number  equal to one minus the sum of (i) the  highest
         combined marginal U.S. federal,  state and local individual income tax,
         social security tax and  unemployment  tax rate (or such other combined
         tax rate  that is  similar  to or  replaces  such  combined  tax  rate)
         applicable to Employee  (taking into account the  deductibility  of any
         such federal, state and local taxes) that is in effect at the time each
         such Excise Tax Payment (or other  compensation  payment subject to tax
         gross up  pursuant to this  Agreement)  is made and (ii) the Excise Tax
         rate  applicable  to  Employee  that is in effect at the time each such
         Excise Tax Payment (or other compensation  payment subject to tax gross
         up pursuant to this  Agreement) is made. For example,  if a $100 Excise
         Tax Payment is subject to the Gross-Up

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         Formula,  and the highest  combined  marginal  tax rate  applicable  to
         Employee at such time is 45% and the Excise Tax rate is 20%, the Excise
         Tax Payment shall be increased  under the Gross-Up  Formula to, and the
         Grossed-Up  Excise Tax Payment  shall be,  $285.71.  In  addition,  any
         interest or penalties imposed against Employee by any federal, state or
         local  taxing  authority  as a result of any  misclassification  by the
         Company, not predicated upon Employee's  direction or description,  and
         reclassification  as taxable income of any amounts received by Employee
         under this  Agreement  shall be paid or  reimbursed  by the Company and
         increased  by the  Gross-Up  Formula  (as  increased,  the  "Grossed-Up
         Penalties and Interest").

                  (ii) In the event that Employee's employment is terminated and
         at any time prior to the receipt by Employee of any Company  U.S.  Form
         W-2, including any amendments thereto ("Form W-2"), with respect to any
         payments or other amounts under this Agreement, the Company undergoes a
         change (i) in the ownership or effective control of the Company or (ii)
         in the ownership of a substantial portion of the assets of the Company,
         as clauses (i) and (ii) are interpreted  under Section 280G of the Code
         and the  Treasury  Regulations  thereunder  (such  event,  a "Potential
         Excise  Tax  Situation"),  then the  Company,  with the  advice  of its
         accountants and/or attorneys,  shall determine whether any amounts paid
         or  imputed to  Employee  under this  Agreement  are  subject to Excise
         Taxes.  Such  determination  by the Company with respect to whether any
         amounts  received during the year  constitute a "parachute  payment" as
         defined under Section 280G of the Code (a "Parachute  Payment") subject
         to Excise  Taxes shall be reflected on  Employee's  U.S.  Form W-2 with
         respect to such year. If the Company  determines  that Excise Taxes are
         payable, then, unless the

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         Company has withheld the proper Excise Taxes from Employee's  payments,
         the Company  shall  provide  Employee  with the  Grossed-Up  Excise Tax
         Payment,  no later than ten days after the issuance of Employee's  Form
         W-2 (the  "Excise Tax Due Date") with respect to the amounts paid under
         the Agreement  (which Form W-2 shall be issued in a timely manner on or
         before  January  31st  following  the year of  payment  of the  amounts
         subject to the Excise  Tax).  If the  Company has  withheld  the proper
         Excise Taxes from the amounts paid to Employee,  then the Company shall
         pay Employee,  on the date  Employee  receives such payments from which
         the Excise Tax has been deducted, the difference between the Grossed-Up
         Excise Tax Payment and the Excise Tax withheld.  If a Potential  Excise
         Tax  Situation  arises  and the  Company  determines  that no  payments
         received in connection  with this Agreement are subject to Excise Taxes
         by Employee,  then the Company  shall do all of the following set forth
         in clauses (A) through (D) below:

                  (A) on or before the date of issuance of Employee's  Form W-2,
         at the Company's sole expense, a nationally-recognized  CPA firm or law
         firm  reasonably  acceptable to Employee shall render a written opinion
         to Employee,  reasonably  acceptable to Employee in both  substance and
         form,  that there is substantial  authority for concluding  that (i) no
         payments  received in connection  with this Agreement  including  those
         reflected in the Form W-2  constitute  a Parachute  Payment and (ii) no
         Excise Taxes are due by Employee with respect to any payments  received
         in connection  with this Agreement  including any amounts  reflected in
         the Form W-2;

                  (B) on or before the date of issuance of Employee's  Form W-2,
         Employer shall procure and deliver to Employee an  irrevocable  standby
         letter of credit for the benefit

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         of Employee (the "Letter of Credit"), in form and content and issued by
         a financial institution all reasonably  acceptable to Employee,  for an
         amount equal to the aggregate of (i) the full amount of the  Grossed-Up
         Excise Tax Payment,  and (ii) an amount equal to a reasonable  estimate
         of the amount of any  Grossed-Up  Penalties  and Interest that would be
         due if Employee  ultimately were to be liable for the Excise Taxes. The
         amount of the Letter of Credit shall be adjusted  from time to time for
         any material  changes  (more than ten percent) in the  estimates of the
         Grossed-Up  Excise Tax  Payment  and/or the  Grossed-Up  Penalties  and
         Interest).  The  Letter of Credit  shall be payable  to  Employee  upon
         demand in the event that the Company  shall not have paid  Employee all
         amounts due under this Section 1(b) within  three  business  days after
         the  earliest to occur of  subclauses  (1) and (2) below of this clause
         (B),  if either is  applicable.  The  Letter  of  Credit  shall  remain
         outstanding until the earliest of (1) the Company's  agreement that the
         Excise Taxes are payable (requiring immediate payment by the Company to
         Employee  of the  Grossed-Up  Excise  Tax  Payment  and the  Grossed-Up
         Penalties  and  Interest,  and  upon  receipt  thereof  Employee  shall
         immediately deliver the Letter of Credit to the Company),  (2) a final,
         non-appealable  determination by a court of competent jurisdiction that
         the  Excise  Taxes are  payable  (requiring  immediate  payment  by the
         Company  of the  Grossed-Up  Excise  Tax  Payment  and  the  Grossed-Up
         Penalties  and  Interest,  and  upon  receipt  thereof  Employee  shall
         immediately deliver the Letter of Credit to the Company),  (3) a final,
         non-appealable  determination by a court of competent jurisdiction that
         the Excise  Taxes are not payable  (requiring  Employee to  immediately
         deliver the Letter of Credit to the Company), and (4) the expiration of
         the longest statute of limitations  applicable to Employee with respect
         to the payment of the

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         Excise  Taxes,  as such statute may be extended by Employee  (requiring
         Employee to  immediately  deliver the Letter of Credit to the Company).
         In the event that the Company and Employee dispute the amount for which
         the Letter of Credit  shall be obtained or adjusted  pursuant to clause
         (B)  above,  the  Company  shall  procure a Letter  of  Credit  for the
         greatest  amount  not in  dispute,  the  amount  in  dispute  shall  be
         determined through  litigation,  if the parties cannot otherwise agree,
         and the amount of the Letter of Credit  shall be  adjusted  accordingly
         thereafter.  In the event that Employee draws down the Letter of Credit
         under the conditions  provided above, the Company shall immediately pay
         to  Employee  any  deficiency  in the  proceeds of the Letter of Credit
         compared  with the final amount to be received as Grossed Up Excise Tax
         Payments and  Grossed-Up  Penalties  and Interest,  and Employee  shall
         immediately  reimburse  the  Company for any excess  proceeds  from the
         Letter of Credit compared with such final amounts;

                  (C) the Company shall  indemnify,  and hold harmless  Employee
         from and against any and all liability,  damage, loss, costs,  expense,
         penalties,  interest,  claims or  demands  (including  attorneys'  fees
         through  all  appeals  if for any reason  the  Company  fails to defend
         Employee  pursuant  to clause  (D)  below),  other  than  consequential
         damages,  arising  out of or in any manner  connected  with  Employee's
         failure to pay the Excise  Taxes,  and such  amount of  indemnification
         shall not be limited in amount; and

                  (D) the Company  shall,  at its sole cost and expense,  defend
         Employee  before  all  applicable  governmental  agencies  and,  if the
         Company or the government  determines to appeal such decision,  through
         any and all appeals.

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         Notwithstanding the foregoing, in the event that at any time, including
         after the  receipt of Form W-2 by  Employee,  any  governmental  agency
         asserts that any Excise  Taxes are payable by Employee  with respect to
         any amounts  received by Employee in  connection  with this  Agreement,
         then the Company shall pay to Employee a Grossed-Up  Excise Tax Payment
         and any Grossed-Up  Penalties and Interest required,  each based on all
         Excise  Taxes  asserted  by the  government,  within  thirty days after
         written notice thereof by Employee to the Company  (including a copy of
         any governmental  notice with respect thereto),  unless, not later than
         the end of such  thirty-day  period,  the  Company  shall  have met the
         conditions  set forth in clauses (A) and (B) above of this Section 1(b)
         and has  agreed  to the  conditions  set forth in  clauses  (C) and (D)
         above.

                  2.  SURVIVABILITY.  Section  15 of  the  Agreement  is  hereby
         amended  to  replace  the  words  "Sections  3 and 5"  with  the  words
         "Sections 3, 4 and 5" in the last sentence of the Section 15.

                  3. EFFECT.  This First  Amendment shall not apply with respect
         to a Change in Control  resulting  from any merger  between the Company
         and a wholly-owned  subsidiary of Reptron  Electronics,  Inc. Except as
         otherwise  specifically  modified by this First  Amendment,  all terms,
         conditions and provisions of the Agreement  shall remain  effective and
         continue operating in full force and without change.


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         IN WITNESS  WHEREOF,  the  Employee  has  hereunto set his hand and the
Company has caused this First  Amendment  to be executed by its duly  authorized
officer effective as of the day and year first above written.

                                               ALL AMERICAN SEMICONDUCTOR, INC.



                                               By: /s/ PAUL GOLDBERG
                                                  ------------------------------
                                                       Paul Goldberg,
                                                       Chairman



                                               EMPLOYEE:



                                               /s/ BRUCE M. GOLDBERG
                                                  ------------------------------
                                                   BRUCE M. GOLDBERG


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