Exhibit 10.1

                               Amendment A to the
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                        All American Semiconductor, Inc.
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                           Profit Sharing 401(k) Plan
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         WHEREAS, All American Semiconductor, Inc., a Delaware Corporation (the
"Employer") established the All American Semiconductor, Inc. Profit Sharing
401(k) Plan (the "Plan"), effective as of January 1, 1993; and

         WHEREAS, the Employer reserved the right to amend any option in the
Adoption Agreement for the Plan in Section 15.2 thereof; and

                  WHEREAS, the Employer desires to amend the Adoption Agreement
for the Plan to eliminate the Percentage Match Contribution and continue to
allow for a Discretionary Match Contribution, effective January 1, 2002.

         NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES, paragraphs (i) and
(ii) of Section 7(c) of the Adoption Agreement for the Plan are hereby amended,
effective January 1, 2002, to read as follows:


      "[x]     (c)     Matching Employer Contribution :

               [ ]     (i)      Percentage Match: The Employer shall contribute
                                and allocate to each eligible Participant's
                                account an amount equal to _____% of the amount
                                contributed and allocated in accordance with
                                paragraph 7(b) above and (if checked) ______%
                                of [ ] the amount of Voluntary Contributions
                                made in accordance with paragraph 4.1 of the
                                Basic Plan Document #01. The Employer shall not
                                match Participant Elective Deferrals as
                                provided above in excess of $_____ or in excess
                                of ____% of the Participant's Compensation or
                                if applicable, Voluntary Contributions in
                                excess of $______ or in excess of _____% of the
                                Participant's Compensation. In no event will
                                the match on both Elective Deferrals and
                                Voluntary Contributions exceed a combined
                                amount of $______ or ____%.


               [x]     (ii)     Discretionary Match: The Employer shall
                                contribute and allocate to each eligible
                                Participant's account a percentage of the
                                Participant's Elective Deferral contributed and
                                allocated in accordance with paragraph 7(b)
                                above. The Employer shall set such percentage
                                prior to the end of the Plan Year. The Employer
                                shall not match Participant Elective Deferrals
                                in excess of $_____ or in excess of 6   % of the
                                Participant's Compensation."        ----
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         Except as modified and amended above, the Plan shall remain in full
force and effect.


         IN WITNESS WHEREOF, this Amendment A to the All American Semiconductor,
Inc. Profit Sharing 401(k) Plan is hereby adopted this 2nd day of April, 2002.


Signed, sealed and delivered            EMPLOYER:
in the presence of:

/s/ Gail G. Bolden                      By: /s/ Howard L. Flanders
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                                            Its EVP & CFO
As to Employer


ACKNOWLEDGED BY PROTOTYPE PLAN SPONSOR:



By: /s/ Becky J. Carroll
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Title: Vice President
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