SECOND AMENDMENT TO EMPLOYMENT AGREEMENT


         SECOND  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,  and amended  pursuant to that certain  First  Amendment to Employment
Agreement  dated  December 31, 1996, by and between ALL AMERICAN  SEMICONDUCTOR,
INC.,  a  Delaware   corporation  (the   "Company"),   and  PAUL  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 Second 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.

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                  (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, 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

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<PAGE>


         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
         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

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<PAGE>

         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
         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

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<PAGE>

         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 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

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<PAGE>

         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  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

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<PAGE>

                  (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.  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 Second 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 Second 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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<PAGE>


         IN WITNESS  WHEREOF,  the  Employee  has  hereunto set his hand and the
Company has caused this Second  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/ BRUCE M. GOLDBERG
                                                 -------------------------------
                                                      Bruce M. Goldberg,
                                                      President



                                              EMPLOYEE:



                                              /s/ PAUL GOLDBERG
                                              ----------------------------------
                                                  PAUL GOLDBERG

         The undersigned, Lola Goldberg, as a third party beneficiary of certain
of the  provisions of the  Agreement  being  modified by this Second  Amendment,
hereby  consents to and approves the  amendments  to the  Agreement set forth in
this Second Amendment.



                                              /s/ LOLA GOLDBERG
                                              ----------------------------------
                                                  LOLA GOLDBERG



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