Exhibit 10.1

                              AMENDED AND RESTATED
                        ALL AMERICAN SEMICONDUCTOR, INC.
                        EMPLOYEES', OFFICERS', DIRECTORS'
                               STOCK OPTION PLAN*

     1.  PURPOSE.   The  purpose  of  the  Amended  and  Restated  All  American
Semiconductor,  Inc.  Employees',  Officers',  Directors' Stock Option Plan (the
"Plan") is to secure for All American Semiconductor,  Inc. and its subsidiaries,
if any  (hereinafter  collectively  the  "Company")  and  its  stockholders  the
benefits of the additional incentive, inherent in the ownership of the Company's
common stock (the "Common  Stock"),  by selected key employees and  non-employee
directors and  independent  contractors  of the Company who are important to the
success and growth of the business of the Company and to help the Company secure
and  retain  the  services  of  such  employees,   non-employee   directors  and
independent  contractors.   Options  granted  under  the  Plan  will  be  either
"incentive  stock options",  intended to qualify as such under the provisions of
Section 422 of the Internal  Revenue Code of 1986,  as from time to time amended
(the "Code"),  or  "non-qualified  stock options." For purposes of the Plan, the
terms "parent" and "subsidiary" shall mean "parent  corporation" and "subsidiary
corporation", respectively, as such terms are defined in Sections 424(e) and (f)
of the Code.

     2.  STOCK OPTION COMMITTEE.

              2.1    ADMINISTRATION.  The  Plan  shall  be  administered  by the
Compensation  Committee  of  the  Board  of  Directors  (the  "Committee").  The
Committee  shall consist of not less than two members of the Board of Directors,
each of whom is a "non-employee  director" as defined in Rule 16b-3  promulgated
under Section  16(b) of the  Securities  Exchange Act of 1934, as amended.  Once
appointed, the Committee shall continue to serve until otherwise directed by the
Board of  Directors.  From time to time the Board of Directors  may increase the
size of the Committee and appoint  additional  members  thereof,  remove members
(with or without cause), and appoint new members in substitution  therefor,  and
fill  vacancies  however  caused;  provided,  however,  that at no time  shall a
Committee  of less than two  members of the Board of  Directors  administer  the
Plan,  and  provided,  further,  that  all  members  of the  Committee  must  be
"non-employee directors" as defined in Rule 16b-3.

              2.2    PROCEDURES.  Subject to the  provisions  of this Plan,  the
Committee  shall adopt such rules and  regulations as it shall deem  appropriate
concerning the holding of its meetings and the  administration  of the Plan. All
determinations  and  actions of the  Committee  shall be made by not less than a
majority of its members.

              2.3    INTERPRETATION.  The  Committee  shall  have full power and
authority to interpret the  provisions of the Plan,  and its decisions  shall be
final and binding on all interested parties.


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     *As  amended  through  June  1,  1999,  and  after  giving  effect  to  the
one-for-five reverse stock split of the Company's  outstanding Common Stock (see
Paragraph 14 herein).

<PAGE>


              2.4    LIABILITY.  No  member  of the  Board of  Directors  of the
Company or the Committee shall be liable for any action or determination made in
good faith with respect to the Plan or any option granted under it.

     3.  SHARES SUBJECT TO OPTIONS.

              3.1    NUMBER OF SHARES. Subject to the provisions of Paragraph 12
and to any  adjustments  required  upon  changes  in  capitalization  to prevent
dilution or enlargement of the shares issuable pursuant to the Plan by reason of
any stock split,  stock dividend,  combination of shares,  recapitalization,  or
other change in the capital  structure  of the Company,  the number of shares of
Common Stock subject at any one time to options granted under the Plan, plus the
number of shares of Common Stock theretofore issued or delivered pursuant to the
exercise of options granted under the Plan, shall not exceed 900,000 shares.  If
and to the extent that options granted under the Plan  terminate,  expire or are
cancelled  without having been  exercised,  new options may be granted under the
Plan with  respect to the  shares of Common  Stock  covered by such  terminated,
expired or cancelled  options;  PROVIDED that the granting and terms of such new
options  shall in all respects  comply with the  provisions  of the Plan.  In no
event shall any options be granted under the Plan after April 18, 2009.

              3.2    CHARACTER OF SHARES.  Shares of Common Stock delivered upon
the exercise of options  granted under the Plan may be  authorized  and unissued
Common Stock, issued Common Stock held in the Company's treasury, or both.

              3.3    RESERVATION OF SHARES. There shall be reserved at all times
for sale  under the Plan a number of shares  of  Common  Stock  (authorized  and
unissued Common Stock,  issued Common Stock held in the Company's  treasury,  or
both) equal to the maximum  number of shares which may be purchased  pursuant to
options granted or that may be granted under the Plan.

     4.  GRANT OF OPTIONS. The Committee shall determine, within the limitations
of the Plan,  the  employees  and  non-employee  directors  of the  Company  and
independent  contractors to whom options are to be granted, the number of shares
that may be  purchased  under each  option,  the option  price,  the vesting and
exercise  schedule and any  conditions  or terms of vesting and exercise of each
option,  including,  but not limited to,  vesting and exercise  upon a change in
control of the  Company,  events  that may permit  acceleration  of vesting  and
exercise and the period after  termination of employment or directorship that an
Option may be  exercised,  and shall  designate  options at the time of grant as
either "incentive stock options" or "non-qualified  options;"  PROVIDED that the
"Fair Market  Value" (as  hereinafter  defined)  (determined  as of the time the
option is granted) of the Common  Stock with  respect to which  incentive  stock
options are exercisable for the first time by any individual during any calendar
year (under all plans of the  individual's  employer  corporation and its parent
and subsidiary corporations) shall not exceed $100,000;  PROVIDED, FURTHER, that
non-employee   directors  and  independent   contractors  may  be  granted  only
non-qualified  stock  options.   In  determining  the  employees,   non-employee
directors and  independent  contractors  to whom options  shall be granted,  the
Committee shall take into consideration the employee's,  non-employee director's
and independent  contractor's present and potential  contribution to the success
of the  Company  and other such  factors as the  Committee  may deem  proper and
relevant.  Each option  granted  under the Plan shall be  evidenced by a written
agreement between the

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<PAGE>


Company  and  the  Optionee  (as  defined  in  Paragraph  5) in such  form,  not
inconsistent  with the  provisions  of the Plan, or with Section 422 of the Code
for incentive stock options, as the Committee shall provide.  Options designated
as incentive  stock  options that fail to continue to meet the  requirements  of
Section  422 of the  Code  shall be  redesignated  non-qualified  stock  options
automatically  without  further  action  by the  Committee  on the  date of such
failure to continue to meet the requirements of Section 422 of the Code.

     "Fair Market  Value" on any day shall be the average of the market price of
a share of Common  Stock for each of the seven  (7)  consecutive  business  days
preceding such day; the market price on each such day shall be (i) if the Common
Stock is listed on a securities  exchange  (including  for  purposes  hereof The
Nasdaq Stock  Market),  the closing sales price on such exchange on such day or,
in the  absence of reported  sales on such day,  the mean  between the  reported
closing bid and asked prices on such exchange on such day, or (ii) if the Common
Stock is not listed on a securities  exchange,  the mean between the closing bid
and asked prices as quoted by the National  Association  of Securities  Dealers,
Inc. through NASDAQ for such day; provided,  however, that, if there are no such
quotations,  or if it is  determined  that the fair market value is not properly
reflected  by such  NASDAQ  quotations  or the Common  Stock is not traded on an
exchange or over the  counter,  fair market  value shall be  determined  by such
other method as the Committee  determines to be reasonable,  provided,  however,
that in no event shall the fair market value be less than the Common Stock's par
value.  Notwithstanding the foregoing,  if on, or within ten (10) days prior to,
the date of grant of any options  hereunder,  a registration  statement filed by
the Company with the  Securities  and Exchange  Commission in connection  with a
public  offering of Common Stock becomes  effective,  the fair market value of a
share of such Common  Stock for  purposes  hereof  shall be the public  offering
price per share of Common Stock being offered pursuant to such offering.

     5.  PERSONS  ELIGIBLE.  Options  may be  granted  under the Plan to any key
employee or  prospective  key employee  (conditioned  upon,  and  effective  not
earlier than, his or her becoming an employee) of the Company, including without
limitation by way of specification, the Chief Executive Officer, Chief Operating
Officer,  President,  Senior Vice Presidents,  Chief Financial Officer and other
officers  and  non-employee  directors  or  prospective  non-employee  directors
(conditioned  upon,  and effective  not earlier  than, an individual  becoming a
director) and other  employees of the Company as approved by the  Committee,  or
any  person  who is an  independent  contractor  associated  with and  rendering
services  to the  Company  and who,  in the  opinion of the  Committee,  is in a
position to materially contribute to the continued growth and development of the
Company and its future  financial  success.  No incentive  stock  options may be
granted under the Plan to any person,  who owns,  directly or indirectly (within
the  meaning of  Sections  422(b)(6)  and  424(d) of the Code),  at the time the
incentive stock option is granted,  stock  possessing more than 10% of the total
combined  voting power of all classes of stock of the Company or its parent,  if
any, or its  subsidiaries,  if any,  unless the option price is at least 110% of
the Fair Market  Value of the shares  subject to the option,  determined  on the
date of the  grant,  and the  option by its terms is not  exercisable  after the
expiration of five years from the date such option is granted.

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     An individual  receiving any option under the Plan is hereinafter  referred
to as an  "Optionee."  Any reference  herein to the employment of an Optionee by
the  Company  shall  include  his  or  her  employment  by  the  Company  or its
subsidiaries, if any.

     6.  OPTION  PRICE.  Subject to Paragraph 12, the option price of each share
of Common Stock  purchasable  under any incentive stock option or  non-qualified
stock option granted under the Plan shall be not less than the Fair Market Value
of such shares of Common  Stock on the date the option is granted.  For purposes
of this Paragraph,  the time at which an option is granted, in case of the grant
of an option to a prospective key employee or prospective non-employee director,
shall be deemed to be the date of such  grant.  The  option  price of any option
issued in a  transaction  described  in  Section  424(a) of the Code shall be an
amount which conforms to the  requirements  of that section and the  regulations
thereunder.

     7.  EXPIRATION AND TERMINATION OF THE PLAN.

              7.1    GENERAL.  Options may be granted under the Plan at any time
and from time to time on or prior to April 18,  2009  (the  "Expiration  Date"),
which is ten years from the  effective  date of the last  amendment  to the Plan
extending the term to such date and on which date the Plan will expire except as
to options then  outstanding  under the Plan.  Such  outstanding  options  shall
remain in effect until they have been exercised, terminated or have expired. The
Plan may be  terminated,  modified or amended by the Board of  Directors  at any
time on or prior to the Expiration Date, except with respect to any options then
outstanding  under  the  Plan;  PROVIDED,  however,  that  the  approval  of the
Company's shareholders will be required for any amendment which would (i) change
the  class of  persons  eligible  for the  grant of  options,  as  specified  in
Paragraph 5 or otherwise  materially  modify the  requirements as to eligibility
for  participation  in the Plan,  (ii)  increase  the  maximum  number of shares
subject to options,  as specified  in  Paragraph 3 (unless made  pursuant to the
provisions of Paragraph 12) or (iii) materially  increase the benefits  accruing
to  participants  under the Plan,  within the meaning of Rule 16b-3  promulgated
under the Securities Exchange Act of 1934, as amended ("1934 Act"). With respect
to persons  subject to Section 16 of the 1934 Act,  transactions  under the Plan
are  intended  to comply  with all  applicable  conditions  of Rule 16b-3 or its
successors under the 1934 Act. To the extent any provision of the Plan or action
by the  Committee  fails to so comply,  it shall be deemed null and void, to the
extent permitted by law and deemed advisable by the Committee.  Moreover, in the
event the Plan does not include a provision  required by Rule 16b-3 to be stated
therein, such provision (other than one relating to eligibility requirements, or
the price and amount of awards) shall be deemed automatically to be incorporated
by  reference  into the Plan insofar as  participants  subject to Section 16 are
concerned.

              7.2    MODIFICATIONS.  The Committee may make such  modifications,
extensions, renewals or other changes in any option granted under the Plan after
the grant of such option, provided such modifications,  extensions,  renewals or
other  changes  are  consistent  with  the  provisions  of the  Plan  and do not
disqualify an incentive  stock option under the provisions of Section 422 of the
Code.

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     8.  EXERCISABILITY AND DURATION OF 0PTIONS.

              8.1    DETERMINATION  OF  COMMITTEE;   ACCELERATION.  Each  option
granted under the Plan shall vest and be exercisable  at such time or times,  or
upon  the  occurrence  of such  event or  events,  and in such  amounts,  as the
Committee may provide upon the granting  thereof.  Subsequent to the grant of an
option which is not immediately  exercisable in full, the Committee, at any time
before complete  termination of such option, may accelerate the time or times at
which such option may be exercised in whole or in part. Any option granted under
the  Plan  shall be  exercisable  upon the  death  of the  Optionee  or upon the
termination  of  the  Optionee's   employment  by  or  Optionee's  acting  as  a
non-employee  director of the Company by reason of his illness or  disability to
the extent such option was exercisable by the Optionee immediately prior to such
event,  unless  otherwise  expressly  provided  in the  option at the time it is
granted. Each option granted under the Plan shall be for a term not in excess of
ten (10) years from the date of its grant.

     9.  EXERCISE OF OPTIONS; CERTAIN LEGAL AND OTHER RESTRICTIONS.

              9.1    EXERCISE.  Subject to all of the provisions of the Plan and
the terms of the applicable  option  agreement,  options  granted under the Plan
shall be exercised  by the Optionee (or by his or her personal  representatives,
executors or  administrators,  as provided in Paragraph 10) as to all or part of
the shares covered  thereby,  by the giving of written notice of exercise to the
Company, specifying the number of shares to be purchased, accompanied by payment
of the full  purchase  price for the  shares  being  purchased.  Payment of such
purchase  price shall be made (a) by check  payable to the Company,  or (b) with
the consent of the Committee or to the extent  provided in an applicable  option
agreement,  by delivery  of shares of Common  Stock  having a Fair Market  Value
(determined as of the date such option is exercised) equal to all or part of the
purchase  price,  and, if applicable,  of a check payable to the Company for any
remaining portion of the purchase price. Such notice of exercise, accompanied by
such payment, shall be delivered to the Company at its principal business office
or such other office as the Committee may from time to time direct, and shall be
in such form,  containing such further provisions consistent with the provisions
of the Plan, as the Committee may from time to time prescribe. The Company shall
effect the  transfer of the shares so  purchased  to the Optionee (or such other
person  exercising  the  option  pursuant  to  Paragraph  10  hereof) as soon as
practicable,  and within a reasonable  time  thereafter.  Such transfer shall be
evidenced on the books of the Company. No Optionee or other person exercising an
option shall have any of the rights of a shareholder of the Company with respect
to shares  subject to an option  granted under the Plan until  certificates  for
such shares shall have been issued  following  the  exercise of such option.  No
adjustment shall be made for cash dividends or other rights for which the record
date is prior to the date of such  issuance.  In no event may any option granted
hereunder be exercised for a fraction of a share.

              9.2    WITHHOLDING  TAX.  Whenever  under the Plan shares of stock
are to be delivered upon exercise of a non-qualified  stock option,  the Company
shall be entitled to require as a condition of delivery that the Optionee  remit
or,  in  appropriate  cases,  agree to remit  when due an amount  sufficient  to
satisfy all  federal,  state and local  withholding  tax  requirements  relating
thereto.

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     If an Optionee makes a "disposition"  (within the meaning of Section 424(c)
of the Code) of shares of Common  Stock  issued upon  exercise  of an  incentive
stock option within two years from the date of grant or within one year from the
date the shares of Common Stock are  transferred  to the Optionee,  the Optionee
shall,  within ten days of  disposition,  notify the Committee and deliver to it
any withholding and employment taxes due.  However,  if the Optionee is a person
subject  to  Section  16(b) of the 1934 Act,  delivery  of any  withholding  and
employment taxes due may be deferred until ten days after the date any income on
the  disposition  is recognized  under  Section 83 of the Code.  The Company may
cause a legend to be affixed to certificates representing shares of Common Stock
issued upon  exercise of incentive  stock  options to ensure that the  Committee
receives notice of disqualifying dispositions.

              9.3    RESTRICTIONS   ON  DELIVERY  OF  SHARES.   In  and  at  the
discretion of the Committee, each award granted under the Plan may be subject to
the condition that, if at any time the listing, registration or qualification of
the shares covered by such award upon any securities exchange or under any state
or federal law is necessary as a condition of or in connection with the granting
of such option or the purchase or delivery of shares thereunder, the delivery of
any or all shares  pursuant to exercise of the option may be withheld unless and
until such listing,  registration  or  qualification  shall have been  effected;
provided, however, that the Committee, in its discretion, may agree on behalf of
the Company in connection  with the granting of an award under the Plan that the
Company  will use its best efforts to effect and  continuously  maintain any and
all such listings, registrations and qualifications.  The Committee may require,
as a  condition  of  exercise of any option,  that the  Optionee  represent,  in
writing, that the shares received upon exercise of the option are being acquired
for  investment  and not with a view to  distribution  and agree that the shares
will not be disposed of except pursuant to an effective  registration  statement
under the  Securities  Act of 1933,  as  amended,  and only  after any  required
qualification  under applicable state securities laws,  unless the Company shall
have  received  an opinion  of counsel  satisfactory  to the  Company  that such
disposition is exempt from such  registration and  qualification.  The Committee
may require that there be affixed on  certificates  representing  shares  issued
upon  the  exercise  of an  option  such  legends  referring  to  the  foregoing
representations  or any applicable  restrictions on resale as the Committee,  in
its  discretion,  shall deem  reasonably  appropriate as well as place such stop
transfer  orders with its  registrar and transfer  agent as it deems  reasonably
appropriate.

     10. NON-TRANSFERABILITY OF OPTIONS. No option granted under the Plan or any
right evidenced thereby shall be transferable by the Optionee other than by will
or by the laws of descent and  distribution or pursuant to a qualified  domestic
relations  order as defined by the Code or Title I of the Employment  Retirement
Income  Security  Act, or the rules  thereunder,  and,  except with respect to a
qualified  domestic  relations  order as aforesaid,  an option may be exercised,
during the lifetime of an Optionee, only by such Optionee.

     11. RIGHT TO  TERMINATE  EMPLOYMENT.  Nothing  in the Plan or in any option
granted  under the Plan shall  confer upon any Optionee the right to continue in
the  employment  or as a  director  of the  Company  or affect  the right of the
Company to terminate  the  Optionee's  employment or  directorship  at any time,
subject,  however,  to the provisions of any agreement of employment between the
Optionee and the Company.

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     12. ADJUSTMENT  UPON  CHANGES IN  CAPITALIZATION,  ETC. In the event of any
stock  split,  stock  dividend,  combination  of  shares,   reclassification  or
recapitalization  which  changes  the  character  or  amount  of  the  Company's
outstanding  Common  Stock while any portion of any option  theretofore  granted
under the Plan is outstanding  but  unexercised,  the Committee  shall make such
adjustments in the character and number of shares subject to such options and in
the option  price,  as shall be equitable and  appropriate  in order to make the
option, as nearly as may be practicable,  equivalent to such option  immediately
prior to such change; PROVIDED,  however, that no such adjustment shall give any
Optionee any additional  benefits under his or her option; and PROVIDED FURTHER,
that,  with  respect to any  outstanding  incentive  stock  option,  if any such
adjustment is made by reason of a transaction described in section 424(a) of the
Code, it shall be made so as to conform to the  requirements of that section and
the regulations thereunder.

     If  any  transaction  (other  than a  change  specified  in  the  preceding
paragraph)  described in section 424(a) of the Code affects the Company's Common
Stock  subject to any  unexercised  option  theretofore  granted  under the Plan
(hereinafter for purposes of this Paragraph 12 referred to as the "old option"),
the Board of Directors of the Company or any surviving or acquiring  corporation
may  take  such  action  as it deems  appropriate,  and in  conformity  with the
requirements of that section and the regulations thereunder, to substitute a new
option for the old option,  in order to make the new option, as nearly as may be
practicable, equivalent to the old option, or to assume the old option.

     If any such  change or  transaction  shall  occur,  the  number and kind of
shares for which  options  may  thereafter  be  granted  under the Plan shall be
adjusted to give effect thereto.

     13. APPLICATION  OF FUNDS.  The  proceeds  received by the Company from the
sale of the Common Stock may be commingled  with any other  corporate  funds and
used for any corporate purpose.

     14. AMENDMENT OF PLAN.  The Plan was amended,  by action taken by the Board
of  Directors  of the  Company  on April 19,  1999,  which was  approved  by the
shareholders of the Company at the Company's annual meeting of shareholders held
on June 1, 1999,  as  follows:  (i) to  increase  the number of shares of Common
Stock  reserved for issuance  under the Plan to 4,500,000  shares (before giving
effect to the  one-for-five  reverse  stock split of the  Company's  outstanding
Common Stock effective as of 11:59 p.m., daylight savings time, on June 1, 1999,
which reduced the number of shares of Common Stock  reserved for issuance  under
the Plan to 900,000  shares),  and (ii) the extension of the term and expiration
date of the Plan to April 18, 2009.

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