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                                                                  EXHIBIT 10(cc)

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

                                     BETWEEN

                       PIONEER-STANDARD ELECTRONICS, INC.

                                       AND

                                  ARTHUR RHEIN

                         Amendment and Restatement Effective Date: April 1, 2003

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                                Table of Contents

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                                                                                      Page
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DEFINITIONS.....................................................................        1

TERMINATION OF PRIOR AGREEMENT..................................................        4

EMPLOYMENT TERM.................................................................        4

POSITION, DUTIES, AND RESPONSIBILITIES..........................................        5

SALARY, BONUS AND BENEFITS......................................................        6

TERMINATION OF EMPLOYMENT.......................................................        7

SEVERANCE COMPENSATION..........................................................        8

CHANGE OF CONTROL...............................................................       13

SEVERANCE PLAN..................................................................       15

PLAN AMENDMENTS.................................................................       15

NON-COMPETITION, CONFIDENTIAL INFORMATION AND NON-INTERFERENCE..................       15

ARBITRATION.....................................................................       17

NOTICES ........................................................................       18

ASSIGNMENT; BINDING EFFECT......................................................       19

INVALID PROVISIONS..............................................................       19

ALTERNATIVE SATISFACTION OF COMPANY'S OBLIGATIONS...............................       19

ENTIRE AGREEMENT, MODIFICATION..................................................       20

NON-EXCLUSIVITY OF RIGHTS.......................................................       20

WAIVER OF BREACH................................................................       20

GOVERNING LAW...................................................................       20

WITHHOLDING.....................................................................       20

EXPENSES .......................................................................       21

REPRESENTATION..................................................................       22

SUBSIDIARIES AND AFFILIATES.....................................................       22

NO MITIGATION OR OFFSET.........................................................       22

SOLE REMEDY.....................................................................       22
</TABLE>

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                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

         THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is entered into as of
the 30th day of April, 2003, by and between PIONEER-STANDARD ELECTRONICS, INC.,
an Ohio corporation (the "Company"), and ARTHUR RHEIN ("Rhein").

                              W I T N E S S E T H:

         WHEREAS, the Company and Rhein (collectively "the Parties") desire to
enter into this Amended and Restated Employment Agreement (the "Agreement") as
hereinafter set forth;

         NOW, THEREFORE, the Company and Rhein agree as follows:

         1.       DEFINITIONS. For purposes of this Agreement, the following
terms shall have the meanings set forth in this Section 1 when used in this
Agreement. Certain other terms are defined in the body of this Agreement.

                  (a)      Agreement. The term "Agreement" shall mean this
                           Amended and Restated Employment Agreement, as it may
                           be amended from time to time.

                  (b)      Annual Incentive Plan. The term "Annual Incentive
                           Plan" shall mean the Pioneer-Standard Electronics,
                           Inc. Annual Incentive Plan or individual annual
                           incentive arrangement which is approved by the
                           Compensation Committee.

                  (c)      Base Salary. The term "Base Salary" shall mean the
                           salary provided for in Section 5 or any increased
                           salary granted to Rhein in accordance with Section 5.

                  (d)      Board. The term "Board" shall mean the Board of
                           Directors of the Company.

                  (e)      Cause.  The term "Cause" shall mean:

                           (i)      Commission by Rhein (evidenced by a
                                    conviction or written, voluntary and freely
                                    given confession) of a criminal act
                                    constituting a felony involving fraud or
                                    moral turpitude;

                           (ii)     Commission by Rhein of a material breach or
                                    material default of any of Rhein's
                                    agreements or obligations under any
                                    provision of this Agreement, including,
                                    without limitation, Rhein's agreements and
                                    obligations under Subsections 4(a) through
                                    4(e) or Section 11

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                                    of this Agreement, which is not
                                    substantially cured within ninety (90) days
                                    after the Board gives written notice thereof
                                    to Rhein;

                           (iii)    Commission by Rhein, when carrying out
                                    Rhein's duties under this Agreement, of acts
                                    or the omission of any act, which
                                    constitutes willful misconduct or which
                                    constitutes gross negligence and results in
                                    material economic harm to the Company or has
                                    a materially adverse effect on the Company's
                                    operations, properties or business
                                    relationships; or

                           (iv)     A substantial and continued failure or
                                    refusal by Rhein to perform under this
                                    Agreement which Rhein shall have failed to
                                    remedy within ninety (90) days after his
                                    receipt of written notice from the Board.

                  (f)      Change in Control. The term "Change in Control" shall
                           mean a change in control of the Company of a nature
                           that would be required to be reported in response to
                           Item 6(e) of Schedule 14A of Regulation 14A
                           promulgated under the Securities Exchange Act of 1934
                           as in effect on the date of this Agreement,
                           regardless of whether the Company is then subject to
                           such reporting requirement; provided that, without
                           limitation, such a Change in Control shall be deemed
                           to have occurred if and when (a) any "person" (as
                           such term is used in Sections 13(d) and 14(d)(2) of
                           the Securities Exchange Act of 1934), excluding The
                           Pioneer Stock Benefit Trust, any employee benefit
                           plan of the Company, any trust established under any
                           employee benefit plan of the Company, or any trustee
                           of any trust established under any employee benefit
                           plan of the Company, becomes a beneficial owner,
                           directly or indirectly, of securities of the Company
                           representing twenty percent (20%) or more of the
                           combined voting power of the Company's then
                           outstanding securities, or (b) during any period of
                           twelve (12) consecutive months, commencing before or
                           after the date of this Agreement, individuals who, at
                           the beginning of such twelve (12) month period were
                           directors of the Company for whom Rhein, as a
                           shareholder, shall have voted, cease for any reason
                           to constitute at least a majority of the Board.

                  (g)      Company. The term "Company" shall mean
                           Pioneer-Standard Electronics, Inc., an Ohio
                           corporation, and its successors and assigns to the
                           extent permitted under this Agreement.

                  (h)      Compensation Committee. The term "Compensation
                           Committee" shall mean the Compensation Committee of
                           the Board or its successor.

                  (i)      Disability. The term "Disability" shall mean a
                           condition resulting from illness or accident which
                           has prevented Rhein from performing his duties under
                           this Agreement for a period of six (6) consecutive
                           months. The

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                           Employment Term shall be deemed to have ended as of
                           the close of business on a day designated by the
                           Company, which shall not be earlier than (x) the last
                           day of such period of six (6) consecutive months and
                           (y) the day on which the Company provides written
                           notice pursuant to Subsection 6(b) of this Agreement.

                  (j)      Effective Date. The term "Effective Date" shall mean
                           the effective date of this amended and restated
                           Agreement, which shall be April 1, 2003.

                  (k)      Employment Term. The term "Employment Term" shall
                           have the meaning set forth in Subsection 3(b) of this
                           Agreement.

                  (l)      Good Reason. The term "Good Reason" shall mean the
                           occurrence of any of the following:

                           (i)      there is any reduction in Rhein's title or
                                    position or change in his reporting
                                    relationship;

                           (ii)     there is a material reduction in Rhein's
                                    duties or responsibilities;

                           (iii)    Rhein's compensation is reduced or his
                                    participation in any benefit plan, program
                                    or arrangement is eliminated, or benefits
                                    payable to Rhein under any such plan,
                                    program or arrangement or Rhein's
                                    perquisites are materially reduced or
                                    restricted, except where either (A) such
                                    reduction, restriction, elimination or other
                                    change is both generally applicable to all
                                    members of senior management and does not
                                    reduce either Rhein's annual salary or
                                    Target Annual Bonus, or (B) such reduction,
                                    restriction, elimination or other change is
                                    merely the result of application of a
                                    formula measuring individual or corporate
                                    performance or both;

                           (iv)     there is a material breach or material
                                    default by the Company or its successor of
                                    any of its agreements or obligations under
                                    any provision of this Agreement, unless such
                                    breach or default is substantially cured
                                    within a reasonable period of time (hereby
                                    defined as ten (10) days for simple
                                    non-payment of an agreed amount without any
                                    related issues and ninety (90) days in all
                                    other cases) after written notice advising
                                    the Company or its successor of the acts or
                                    omissions constituting such breach or
                                    default has been received by the Company;

                           (v)      there is any relocation of Rhein's principal
                                    place of work with the Company or its
                                    successor to a location that exceeds by
                                    fifty (50) miles the distance from the
                                    location of his residence at the time of
                                    such relocation to the headquarters of the
                                    Company as of the date of this Agreement; or

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                           (vi)     the failure of the Company to obtain an
                                    agreement from any successor to the Company
                                    to assume this Agreement as contemplated by
                                    Section 14 of this Agreement.

                  (m)      Parties. The term "Parties" shall mean the Company
                           and Rhein.

                  (n)      Pro Rata. The term "Pro Rata" shall mean, when used
                           with respect to the Company's Annual Incentive Plan,
                           a fraction, the numerator of which is the number of
                           days that Rhein was employed by the Company in the
                           applicable performance period (typically one fiscal
                           year of the Company) and the denominator of which
                           shall be the number of days in the applicable
                           performance period.

                  (o)      Retirement. The term "Retirement" shall have the
                           definition ascribed to such term in the Company's
                           Supplemental Executive Retirement Plan as in effect
                           on the Effective Date.

                  (p)      Severance Benefit Plan. The term "Severance Benefit
                           Plan" shall mean any plan, policy or arrangement
                           providing severance benefits for executive officers
                           (and any other employees) of the Company.

                  (q)      Target Annual Bonus. The term "Target Annual Bonus"
                           shall mean Rhein's target annual incentive
                           opportunity under the Annual Incentive Plan.

         2.       AMENDMENT AND RESTATEMENT OF PRIOR AGREEMENT. This Agreement
amends and restates the employment agreement between the Parties dated as of
January 29, 2002 and shall be deemed effective as of 12:00 a.m. on the Effective
Date. Amendment and restatement of the employment agreement does not revoke any
right that either party to the agreement had with respect to periods prior to
the Effective Date.

         3.       EMPLOYMENT TERM.

                  (a)      During the Employment Term, the Company shall employ
                           Rhein, and Rhein shall serve the Company, as
                           President and Chief Executive Officer, based on the
                           terms and subject to the conditions set forth herein.

                  (b)      The Employment Term shall commence on the Effective
                           Date and shall end on the date immediately preceding
                           the third (3rd) anniversary of the Effective Date,
                           provided that the Employment Term may terminate prior
                           to the date specified above in this Subsection 3(b)
                           as provided in Section 6 hereof.

                  (c)      Not later than six (6) months prior to the third
                           (3rd) anniversary of the Effective Date, the Company
                           shall commence negotiations with Rhein with respect
                           to the terms of his employment with the Company. If
                           this

                                       4
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                           Agreement terminates without a new employment
                           agreement having been executed by the Company and
                           Rhein by the date of such termination, Rhein's
                           employment with the Company shall thereafter continue
                           at will, and, unless Rhein and the Company shall
                           enter into a new employment agreement not later than
                           sixty (60) days following the date of such
                           termination or shall otherwise agree, Rhein shall
                           have the right to terminate such employment during
                           the period from the sixty-first (61st) through the
                           one hundred twentieth (120th) day following the
                           expiration of the Employment Term, upon which
                           termination of employment he shall be entitled to
                           receive, notwithstanding the expiration of the
                           Employment Term, the severance compensation described
                           under Subsection 7(d) hereof. Furthermore, if the
                           Company and Rhein have not entered into a new
                           employment agreement as provided in the preceding
                           sentence, and if Rhein's employment shall be
                           terminated by the Company other than for Cause during
                           the one hundred twenty (120) day period following the
                           expiration of the Employment Term, upon such
                           termination of employment, Rhein shall be entitled to
                           receive, notwithstanding the expiration of the
                           Employment Term, the severance compensation described
                           in Subsection 7(d) hereof.

         4.       POSITION, DUTIES, AND RESPONSIBILITIES. At all times during
the Employment Term, Rhein shall:

                  (a)      Hold the position of President and Chief Executive
                           Officer of the Company reporting to the Board;

                  (b)      Have those duties and responsibilities, and the
                           authority, customarily possessed by the Chief
                           Executive Officer of a major corporation and such
                           additional duties as may be assigned to Rhein from
                           time to time by the Board which are consistent with
                           the position of Chief Executive Officer of a major
                           corporation;

                  (c)      For so long as Rhein shall serve as Chief Executive
                           Officer of the Company, be nominated by the Board for
                           election as a Director at such time as the nominees
                           for the class of Directors of which Rhein is a member
                           (as of the Effective Date, Class C) are being
                           proposed for election at the annual meeting of
                           shareholders of the Company;

                  (d)      Adhere to such reasonable written policies and
                           directives as may be promulgated from time to time by
                           the Board and which are applicable to executive
                           officers of the Company; and

                  (e)      Devote Rhein's entire business time, energy, and
                           talent (subject to vacation time in accordance with
                           the Company's policy applicable to executive
                           officers, illness or injury) to the business, and to
                           the furtherance of the purposes and objectives, of
                           the Company, and neither directly nor

                                       5

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                           indirectly act as an employee of or render any
                           business, commercial, or professional services to any
                           other person, firm or organization for compensation,
                           without the prior written approval of the Board.

         Nothing in this Agreement shall preclude Rhein from devoting reasonable
periods of time to charitable and community activities or the management of
Rhein's investment assets, provided such activities do not interfere with the
performance by Rhein of Rhein's duties hereunder. Furthermore, service by Rhein
on the boards of directors of up to two (2) noncompeting companies (in addition
to affiliates of the Company) shall not be deemed to be a violation of this
Agreement, provided such service does not interfere with the performance of
Rhein's duties hereunder.

         5.       SALARY, BONUS AND BENEFITS. For services rendered by Rhein on
behalf of the Company during the Employment Term, the following salary, bonus
and benefits shall be provided to Rhein by the Company during such Employment
Term:

                  (a)      The Company shall pay to Rhein, in equal
                           installments, according to the Company's then current
                           practice for paying its executive officers in effect
                           from time to time during the Employment Term, an
                           annual Base Salary at the initial rate of Six Hundred
                           Twenty-five Thousand Dollars ($625,000.00). This
                           salary shall be subject to annual review, at the
                           beginning of each fiscal year of the Company
                           commencing with Fiscal Year 2004, by the Compensation
                           Committee or the Board and may be increased, but not
                           decreased, to the extent, if any, that the
                           Compensation Committee, or the Board, may determine.

                  (b)      Rhein shall participate in the Annual Incentive Plan.
                           Rhein's Target Annual Bonus will be one hundred
                           percent (100%) of his annual Base Salary, with a
                           range of zero percent (0%) to two hundred fifty
                           percent (250%) of his annual Base Salary.

                  (c)      Rhein shall be eligible for participation in such
                           other benefit plans, including, but not limited to,
                           the Company's Retirement Plan, Severance Benefit
                           Plan, 2000 Stock Incentive Plan, Supplemental
                           Executive Retirement Plan, Benefit Equalization Plan,
                           Short-Term and Long Term Disability Plans, Group Term
                           Life Insurance Plan, Medical Plan, and Dental Plan,
                           as the Company may adopt from time to time and in
                           which the Company's executive officers, or employees
                           in general, are eligible to participate. This
                           Subsection 5(c) shall not be deemed to prevent
                           participation in any special plan or arrangement
                           providing special benefits to Rhein which are not
                           available to other employees. Such participation
                           shall be subject to the terms and conditions set
                           forth in the applicable plan documents. As is more
                           fully set forth in Section 9 hereof, Rhein shall not
                           be entitled to duplicative payments under this
                           Agreement and any Severance Benefit Plan.

                                       6

<PAGE>

                  (d)      Without limiting the generality of Subsection 5(c)
                           above, as soon as reasonably possible following the
                           Effective Date, and thereafter throughout the
                           Employment Term, Rhein shall be provided with life
                           insurance protection, at the Company's expense, in an
                           aggregate amount of not less than two hundred percent
                           (200%) of his earnings from the Company as reported
                           on IRS Form W-2 for the preceding calendar year.

                  (e)      Without limiting the generality of Subsection 5(c)
                           above, Rhein shall be entitled to an automobile
                           allowance in accordance with the Company's automobile
                           policy for its executive officers (but not less than
                           Twelve Thousand Dollars ($12,000.00) per year), an
                           allowance for estate, financial and tax planning of
                           Ten Thousand Dollars ($10,000.00) per year, and
                           reimbursement for reasonable club dues and membership
                           fees consistent with the Company's past practice.

                  (f)      Without limiting the generality of Subsection 5(c)
                           above, Rhein shall be entitled to director's and
                           officer's liability insurance coverage with respect
                           to claims against Rhein arising in connection with
                           his activities performed on behalf of or in
                           connection with his service as an officer or Director
                           of the Company or any affiliate.

         6.       TERMINATION OF EMPLOYMENT. As indicated in Subsection 3(b),
the Employment Term may terminate prior to the date specified therein as
follows:

                  (a)      Death. Rhein's employment hereunder will terminate
                           without further notice upon the death of Rhein.

                  (b)      Disability. The Company may terminate Rhein's
                           employment hereunder effective immediately upon
                           giving written notice of such termination for
                           "Disability."

                  (c)      Termination for Cause. The Company may terminate
                           Rhein's employment hereunder effective immediately
                           upon giving written notice of such termination for
                           "Cause." In order for Rhein's termination to be
                           deemed to be for Cause, the Company shall, within
                           sixty (60) days following the later of the event
                           constituting Cause or the Company's actual knowledge
                           thereof, give written notice to Rhein on or before
                           the date of termination of employment for Cause
                           stating that the Company is terminating Rhein's
                           employment with the Company and specifying in detail
                           the reasons for such termination. If Rhein does not
                           object to such notice by notifying the Company in
                           writing within ten (10) business days following the
                           date of Rhein's receipt of the Company's notice of
                           termination, Rhein shall be deemed to have agreed
                           that such termination was for Cause. If the Company
                           fails to give such timely notice of termination for
                           Cause, its right to terminate Rhein's employment for
                           Cause with respect to such event shall be permanently
                           waived. Non-

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                           notification by the Company with respect to a
                           specific event constituting Cause does not preclude
                           the Company from filing a notice with respect to a
                           subsequent event constituting Cause.

                  (d)      Termination Not for Cause. The Company may terminate
                           Rhein's employment hereunder without Cause at any
                           time upon thirty (30) days written notice.

                  (e)      Resignation for Good Reason. Rhein may terminate his
                           employment hereunder effective immediately upon
                           giving written notice of such termination for "Good
                           Reason." In order for Rhein's termination to be
                           deemed to be for Good Reason, Rhein shall, within
                           sixty (60) days following the later of the event
                           constituting Good Reason or his actual knowledge
                           thereof, give written notice to the Company on or
                           before the date of termination of employment for Good
                           Reason stating that Rhein is terminating employment
                           with the Company and specifying in detail the reasons
                           for such termination. If the Company does not object
                           to such notice by notifying Rhein in writing within
                           ten (10) business days following the date of the
                           Company's receipt of Rhein's notice of termination,
                           the Company shall be deemed to have agreed that such
                           termination was for Good Reason. If Rhein fails to
                           give such timely notice of termination for Good
                           Reason, his right to resign for Good Reason with
                           respect to such event shall be permanently waived.
                           Non-notification by Rhein with respect to a specific
                           event constituting Good Reason does not preclude
                           Rhein from filing a notice with respect to a
                           subsequent event constituting Good Reason.

                  (f)      Resignation Not for Good Reason. Rhein may terminate
                           his employment hereunder without Good Reason at any
                           time upon thirty (30) days written notice.

                  (g)      Retirement. Rhein may terminate his employment due to
                           his Retirement.

         7.       SEVERANCE COMPENSATION. If Rhein's employment terminates, the
following severance provisions will apply:

                  (a)      Death. If Rhein's employment is terminated by his
                           death, his estate or his beneficiaries, as the case
                           may be, shall be entitled to the following:

                           (i)      Base Salary through the end of the month of
                                    his death;

                           (ii)     Pro Rata award under the Annual Incentive
                                    Plan for the year of his death, payable when
                                    such awards are payable to other officers;

                           (iii)    All of Rhein's then outstanding stock
                                    options, whether or not then exercisable,
                                    shall become exercisable in full, and then
                                    outstanding

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<PAGE>

                                    stock options which were granted to Rhein
                                    after the Effective Date shall not terminate
                                    prior to the end of their respective terms;

                           (iv)     Restrictions on Rhein's restricted stock
                                    shall lapse;

                           (v)      Director's and officer's liability insurance
                                    coverage as described in Subsection 5(f) for
                                    the two (2) year period following the date
                                    of his death; and

                           (vi)     Such other benefits shall be payable as
                                    shall be provided under the relevant plans
                                    and arrangements of the Company.

                  (b)      Disability. If Rhein's employment is terminated due
                           to his Disability, he shall be entitled to the
                           following:

                           (i)      Base Salary through the end of the month of
                                    the termination of his employment;

                           (ii)     Pro Rata award under the Annual Incentive
                                    Plan for the year of his termination of
                                    employment, payable when such awards are
                                    payable to other officers;

                           (iii)    All of Rhein's then outstanding stock
                                    options, whether or not then exercisable,
                                    shall become exercisable in full, and then
                                    outstanding stock options which were granted
                                    to Rhein after the Effective Date shall not
                                    terminate prior to the end of their
                                    respective terms;

                           (iv)     Restrictions on Rhein's restricted stock
                                    shall lapse;

                           (v)      Director's and officer's liability insurance
                                    coverage as described in Subsection 5(f)
                                    until the later of the date on which Rhein
                                    attains age sixty-five (65) or the date
                                    which is two (2) years from the date of such
                                    termination of employment;

                           (vi)     Such other benefits shall be payable as
                                    shall be provided under the relevant plans
                                    and arrangements of the Company; and

                           (vii)    Rhein's life insurance provided under
                                    Subsection 5(d) and medical insurance
                                    coverage substantially equivalent to the
                                    coverage to Rhein, his spouse and dependents
                                    provided under the Company's Medical Plan at
                                    the time of such termination due to Rhein's
                                    Disability shall continue in effect until
                                    Rhein attains age sixty-five (65).

                  (c)      Retirement. If Rhein's employment is terminated due
                           to his Retirement, he shall be entitled to the
                           following:

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                           (i)      Base Salary through the end of the month of
                                    the termination of his employment;

                           (ii)     Pro Rata award under the Annual Incentive
                                    Plan for the year of his termination of
                                    employment, payable when such awards are
                                    payable to other officers;

                           (iii)    All of Rhein's then outstanding stock
                                    options, whether or not then exercisable,
                                    shall become exercisable in full, and then
                                    outstanding stock options which were granted
                                    to Rhein after the Effective Date shall not
                                    terminate prior to the end of their
                                    respective terms;

                           (iv)     Director's and officer's liability insurance
                                    coverage as described in Subsection 5(f)
                                    until the later of the date on which Rhein
                                    attains age sixty-five (65) or the date
                                    which is two (2) years from the date of his
                                    termination of employment;

                           (v)      Such other benefits shall be payable as
                                    shall be provided under the relevant plans
                                    and arrangements of the Company; and

                           (vi)     Rhein's life insurance provided under
                                    Subsection 5(d) and medical insurance
                                    coverage substantially equivalent to the
                                    coverage to Rhein, his spouse and his
                                    dependents provided under the Company's
                                    Medical Plan at the time of such Retirement
                                    shall continue in effect until Rhein attains
                                    age sixty-five (65).

                           If Rhein dies under the conditions described in
                           Subsection 7(a) at a time when he could have retired
                           and satisfied the requirements for Retirement under
                           this Subsection 7(c), or if Rhein's termination of
                           employment qualifies as both a Retirement and another
                           type of termination described in Subsection 7(b),
                           7(d), 7(e) or 8(a), the following provisions of this
                           Subsection 7(c) shall explain the interaction of this
                           Subsection 7(c) and such other Subsection. If Rhein
                           shall die as provided in Subsection 7(a) at a time
                           when he could have retired and satisfied the
                           requirements for Retirement, Subsection 7(a)
                           generally will apply rather than this Subsection 7(c)
                           but, in addition, medical insurance coverage
                           substantially equivalent to the coverage Rhein's
                           spouse and his dependents were provided under the
                           Company's Medical Plan at the time of Rhein's death
                           shall continue in effect until Rhein would have
                           attained age sixty-five (65). If Rhein's termination
                           of employment occurs at a time when Rhein could have
                           retired and satisfied the requirements for Retirement
                           under this Subsection 7(c) and also is a type of
                           termination described in Subsection 7(b)
                           (Disability), 7(d) (Protected Termination), or 8(a)
                           (termination under certain circumstances in
                           connection with a Change in Control), the provisions
                           of such Subsection 7(b), 7(d), or 8(a), as
                           applicable, generally

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                           will apply rather than this Subsection 7(c);
                           provided, however, that the Company intends that the
                           following beneficial provisions of this Subsection
                           7(c) will apply in such case if more favorable to
                           Rhein, his spouse, dependents or beneficiaries, as
                           the case may be, than the corresponding benefits
                           provided under such Subsection 7(b), 7(d) or 8(a), as
                           applicable: (A) upon such termination of employment,
                           all of Rhein's then outstanding stock options,
                           whether or not then exercisable, shall become
                           exercisable in full, and then outstanding stock
                           options which were granted to Rhein after the
                           Effective Date shall not terminate prior to the end
                           of their respective terms; and (B) Rhein's life
                           insurance provided under Subsection 5(d) and medical
                           insurance coverage substantially equivalent to the
                           coverage to Rhein, his spouse and his dependents
                           provided under the Company's Medical Plan at the time
                           of such termination of employment shall continue in
                           effect until Rhein attains age sixty-five (65). If
                           Rhein's termination of employment occurs at a time
                           when Rhein could have retired and satisfied the
                           requirements for Retirement under this Subsection
                           7(c) and also is a type of termination described in
                           Subsection 7(e) (Unprotected Termination), (x) the
                           provisions of such Subsection 7(e) shall apply if
                           such termination is a termination of Rhein's
                           employment by the Company for Cause and (y) the
                           provisions of this Subsection 7(c) shall apply if
                           such termination is a termination of employment by
                           Rhein other than for Good Reason.

                  (d)      Protected Termination. If Rhein's employment is
                           terminated by the Company other than due to his
                           Disability or for Cause or is terminated by Rhein for
                           Good Reason, he shall be entitled to the following:

                           (i)      Base Salary through the date of his
                                    termination of his employment;

                           (ii)     Pro Rata award under the Annual Incentive
                                    Plan for the year of his termination of
                                    employment, payable when such awards are
                                    payable to other officers;

                           (iii)    Payment of his annual Base Salary and Target
                                    Annual Bonus as follows:

                                    (A)     For the one year period from the
                                            date of such termination of
                                            employment, the Company shall (x)
                                            continue to pay Rhein's annual Base
                                            Salary at the times specified in
                                            Subsection 5(a) and (y) pay Rhein,
                                            in equal monthly amounts, an amount
                                            equal to Rhein's Target Annual Bonus
                                            for the year of his termination of
                                            employment; and

                                    (B)     Within thirty (30) days following
                                            the date which is one year from the
                                            date of such termination of
                                            employment, the Company shall pay
                                            Rhein, in a single sum, an amount
                                            equal

                                       11

<PAGE>

                                            to the sum of (x) his annual Base
                                            Salary plus (y) his Target Annual
                                            Bonus for the year of his
                                            termination of employment.

                           (iv)     For the period of two (2) years from the
                                    date of such termination of employment (such
                                    two (2) year period is hereinafter referred
                                    to as the "Payment Term"), such other
                                    benefits shall be payable as shall be
                                    provided under the relevant plans and
                                    arrangements of the Company;

                           (v)      Director's and officer's liability insurance
                                    coverage as described in Subsection 5(f)
                                    until the later of the date on which Rhein
                                    attains age sixty-five (65) or the date
                                    which is two (2) years from the date of his
                                    termination of employment;

                           (vi)     Rhein's life insurance shall continue in
                                    effect throughout the Payment Term;

                           (vii)    Throughout the Payment Term, Rhein shall be
                                    entitled to an automobile allowance in
                                    accordance with the Company's automobile
                                    policy for its executive officers (but not
                                    less than Twelve Thousand Dollars
                                    ($12,000.00) per year), an allowance for
                                    estate, financial and tax planning of Ten
                                    Thousand Dollars ($10,000.00) per year, and
                                    reimbursement for reasonable club dues and
                                    membership fees consistent with the
                                    Company's past practice; and

                           (vii)    Throughout the Payment Term, Rhein shall
                                    enjoy continued participation in all of the
                                    benefit plans of the Company in which he was
                                    a participant at the time of his termination
                                    of employment.

                  (e)      Unprotected Termination. If Rhein's employment
                           hereunder terminates due to Rhein's termination by
                           the Company for Cause or termination by Rhein other
                           than for Good Reason or Retirement, then no further
                           compensation or benefits will be provided to Rhein by
                           the Company under this Agreement following the date
                           of such termination of employment other than payment
                           of compensation earned to the date of termination of
                           employment but not yet paid. As more fully and
                           generally provided in Section 18 hereof, this
                           Subsection 7(e) shall not be interpreted to deny
                           Rhein any benefits to which he may be entitled under
                           any plan or arrangement of the Company applicable to
                           Rhein. Likewise, this Subsection 7(e) shall not be
                           interpreted to entitle Rhein to a bonus under the
                           Annual Incentive Plan following Rhein's termination
                           of employment except as provided in the Annual
                           Incentive Plan.

                                       12

<PAGE>

                  (f)      Forfeiture. Notwithstanding anything contained in
                           this Agreement to the contrary, other than Section 18
                           hereof, if Rhein breaches any of Rhein's obligations
                           under Section 11 hereof, and such breach is not
                           substantially cured within ninety (90) days after the
                           Board gives written notice thereof to Rhein, no
                           further severance payments or other benefits will be
                           payable to Rhein under this Section 7.

         8.       CHANGE IN CONTROL.

                  (a)      In General. If the Company shall terminate Rhein's
                           employment other than for Disability or Cause or if
                           Rhein shall terminate his employment, and such
                           termination shall occur in connection with a Change
                           in Control as described in Subsection 8(b) hereof,
                           there shall be paid to Rhein, within thirty (30) days
                           following such termination of employment, a single
                           sum payment equal to the sum of the Base Salary and
                           Target Annual Bonus payments provided for in
                           Subsection 7(d)(iii), except that the amount of such
                           payment shall be three (3) times the sum of Rhein's
                           annual Base Salary and Target Annual Bonus for the
                           year of his termination of employment. Such single
                           sum payment shall be in lieu of such payments of Base
                           Salary and Target Annual Bonus provided for in
                           Subsection 7(d)(iii). The other payments and benefits
                           provided for in Subsection 7(d) shall be provided as
                           set forth in Subsection 7(d), except that, for such
                           purpose, the Payment Term shall be deemed to be a
                           three (3) year period from the date of Rhein's
                           termination of employment. In addition, all of
                           Rhein's then outstanding stock options, whether or
                           not then exercisable, shall become exercisable in
                           full and then outstanding stock options which were
                           granted to Rhein after the Effective Date shall not
                           terminate prior to the end of their respective terms
                           and restrictions on Rhein's restricted stock shall
                           lapse.

                  (b)      In Connection with a Change in Control. For purposes
                           of this Agreement, Rhein's termination of employment
                           shall be considered "in connection with" a Change in
                           Control as defined in Section 1 either:

                           (i)      if such termination of employment is by the
                                    Company other than for Disability or for
                                    Cause or such termination of employment is
                                    by Rhein for any reason and, in any such
                                    case, occurs within the one (1) year period
                                    commencing on a Change in Control; or

                           (ii)     if such termination of employment is by the
                                    Company other than for Disability or for
                                    Cause or such termination of employment is
                                    by Rhein for Good Reason and, in any such
                                    case, occurs within the period commencing on
                                    the commencement date of a tender offer for
                                    the Company's Common Shares, the execution
                                    of a letter of intent or the execution of a
                                    definitive agreement which, in each case,
                                    could reasonably be expected to lead to a
                                    Change in Control

                                       13

<PAGE>

                                    as defined in Section 1 hereof, and ending
                                    on either (A) the date of the Change in
                                    Control resulting from such tender offer or
                                    the consummation of the transaction
                                    contemplated by such letter of intent or
                                    such definitive agreement, as the case may
                                    be, or (B) the date as of which the Board
                                    determines in good faith that such tender
                                    offer has been withdrawn or has reached a
                                    final conclusion not resulting in a Change
                                    in Control or the transaction contemplated
                                    by such letter of intent or such definitive
                                    agreement is not to be consummated or if
                                    consummated, will not lead to a Change in
                                    Control, as the case may be.

                  (c)      Section 280G Protection. Rhein shall be entitled to a
                           cash payment (the "Excise Tax Gross-Up Payment")
                           equal to the amount of excise taxes which Rhein is
                           required to pay pursuant to Section 4999 of the
                           Internal Revenue Code of 1986, as amended ("Code"),
                           as a result of any "parachute payments" as defined in
                           Section 280G(b)(2) of the Code made by or on behalf
                           of the Company or any successor thereto, under this
                           Agreement or otherwise, resulting in an "excess
                           parachute payment" as defined in Section 280G(b)(1)
                           of the Code. In addition to the foregoing, the Excise
                           Tax Gross-Up Payment due to Rhein under this Section
                           8 shall be increased by the aggregate of the amount
                           of federal, state and local income, excise and
                           penalty taxes, and any interest on any of the
                           foregoing, for which Rhein will be liable on account
                           of the Excise Tax Gross-Up Payment to be made under
                           this Section 8, such that Rhein will receive the
                           Excise Tax Gross-Up Payment net of all income, excise
                           and penalty taxes, and any interest on any of the
                           foregoing, imposed on Rhein on account of the receipt
                           of the Excise Tax Gross-Up Payment. The computation
                           of the Excise Tax Gross-Up Payment shall be
                           determined, at the expense of the Company or its
                           successor, by an independent accounting, actuarial or
                           consulting firm selected by the Company or its
                           successor. Such Excise Tax Gross-Up Payment shall be
                           made by the Company or its successor at such time as
                           the Company or its successor shall determine, in its
                           sole discretion, but in no event later than the date
                           five (5) business days before the due date, without
                           regard to any extension, for filing Rhein's federal
                           income tax return for the calendar year for which it
                           is determined that excise taxes are payable under
                           Section 4999 of the Code. Notwithstanding the
                           foregoing, there shall be no duplication of payments
                           by the Company or its successor under this Section 8
                           in respect of excise taxes under Section 4999 of the
                           Code to the extent the Company or its successor is
                           making payments in respect of such excise taxes under
                           any other arrangement with Rhein. In the event that
                           Rhein is ultimately assessed with excise taxes under
                           Section 4999 of the Code which exceed the amount of
                           excise taxes used in computing Rhein's payment under
                           this Section 8, the Company or its successor shall
                           indemnify Rhein for such additional excise taxes plus
                           any additional excise taxes, income taxes,

                                       14

<PAGE>

                           interest and penalties resulting from the additional
                           excise taxes and the indemnity hereunder.

         9.       SEVERANCE PLAN. It is the intention of the Parties that this
Agreement provide special benefits to Rhein. If benefits shall be payable
pursuant to this Agreement due to a cause compensable under the Company's
Severance Benefit Plan, benefits pursuant to this Agreement shall be in lieu of,
and not duplicative of, corresponding benefits under the Company's Severance
Benefit Plan.

         10.      PLAN AMENDMENTS. To the extent any provisions of this
Agreement modify the terms of any existing plan, policy or arrangement affecting
the compensation or benefits of Rhein, as appropriate, (a) such modification as
set forth herein shall be deemed an amendment to such plan, policy or
arrangement as to Rhein, and both the Company and Rhein hereby consent to such
amendment, (b) the Company will appropriately modify such plan, policy or
arrangement to correspond to this Agreement with respect to Rhein, or (c) the
Company will provide an "Alternative Benefit," as defined in Section 16 hereof,
to or on behalf of Rhein in accordance with the provisions of such Section 16.

         11.      NON-COMPETITION, CONFIDENTIAL INFORMATION AND
NON-INTERFERENCE.

                  (a)      Non-Competition. In consideration of this Agreement,
                           Rhein agrees that, during the Employment Term and the
                           longer of (i) the Payment Term or (ii) the two (2)
                           year period following Rhein's termination of
                           employment, Rhein shall not (except in the case of an
                           involuntary termination of employment not for Cause
                           or a voluntary termination of employment, either of
                           which occurs within one (1) year after a Change in
                           Control) become an officer, director, joint venturer,
                           employee, consultant or five percent (5%) shareholder
                           (directly or indirectly) of, or promote or assist
                           (financially or otherwise), any entity which directly
                           competes with any business of the Company or any of
                           its affiliates in which the Company or such
                           affiliate(s) are engaged as of the date of such
                           termination of employment and which constitutes, on a
                           consolidated basis, at least one percent (1%) of the
                           Company's revenues. Rhein understands that the
                           foregoing restrictions may limit his ability to
                           engage in certain business pursuits during the period
                           provided for herein, but acknowledges that he will
                           receive sufficiently higher remuneration and other
                           benefits from the Company hereunder than he would
                           otherwise receive to justify such restriction. Rhein
                           acknowledges that he understands the effect of the
                           provisions of this Subsection 11(a), and that he has
                           had reasonable time to consider the effect of these
                           provisions, and that he was encouraged to and had an
                           opportunity to consult an attorney with respect to
                           these provisions.

                  (b)      Confidential Information. Except for information
                           which is already in the public domain, or which is
                           publicly disclosed by persons other than Rhein, or
                           which is required by law or court order to be
                           disclosed, or information

                                       15
<PAGE>

                           given to Rhein by a third party not bound by any
                           obligation of confidentiality, Rhein shall at all
                           times during and after his employment with the
                           Company hold in strictest confidence any and all
                           confidential information within his knowledge
                           (whether acquired prior to or during his employment
                           with the Company) concerning the inventions,
                           products, processes, methods of distribution,
                           customers, services, business, suppliers or trade
                           secrets of the Company, except that Rhein may, in
                           connection with the performance of his duties to the
                           Company, divulge confidential or proprietary
                           information to the directors, officers, employees and
                           shareholders of the Company and to the advisors,
                           accountants, attorneys or lenders of the Company or
                           such other individuals as deemed prudent in the
                           course of business to carry out the responsibilities
                           and duties of his position, or when required to do so
                           by legal process, by any governmental agency having
                           supervisory authority over the business of the
                           Company or by any administrative or legislative body
                           (including a committee thereof) that requires Rhein
                           to divulge, disclose or make accessible such
                           information. In the event that Rhein is so ordered,
                           Rhein shall so advise the Company in order to allow
                           the Company to object to or otherwise resist such
                           order. Such confidential information includes,
                           without limitation, financial information, sales
                           information, price lists, marketing data, the
                           identity and lists of actual and potential customers
                           and technical information, all to the extent that
                           such information is not intended by the Company for
                           public dissemination.

                           Rhein also agrees that upon leaving the Company's
                           employ he will not take with him, without the prior
                           written consent of an officer authorized to act in
                           the matter by the Board, any Company document,
                           contract, internal financial or management reports,
                           customer list, product list, price list, catalog,
                           employee list, procedures, software, MIS data,
                           drawing, blueprint, specification or other document
                           of the Company, its subsidiaries, affiliates and
                           divisions, which is of a confidential nature relating
                           to the Company, its subsidiaries, affiliates and
                           divisions, or, without limitation, relating to its or
                           their methods of purchase or distribution, or any
                           description of any trade secret, formulae or secret
                           processes.

                  (c)      Noninterference. Rhein agrees that, during the
                           Employment Term and the longer of (i) the Payment
                           Term or (ii) two (2) years after Rhein's termination
                           of employment, Rhein shall not (except in the case of
                           an involuntary termination of employment not for
                           Cause or a voluntary termination of employment,
                           either of which occurs within one (1) year after a
                           Change in Control), without the prior written consent
                           of the Company, directly or indirectly, induce or
                           attempt to induce any employee, agent, consultant or
                           other representative or associate of the Company to
                           terminate his or her employment, representation or
                           other relationship with the Company, or in any way
                           directly or indirectly interfere with any
                           relationship between the Company and its suppliers or
                           customers.

                                       16

<PAGE>

                  (d)      Remedy. Rhein understands, acknowledges and agrees
                           that Subsections 11(a), 11(b) and 11(c) hereof were
                           negotiated at arms length and are required for the
                           fair and reasonable protection of the Company.
                           Nevertheless, if any aspect of these restrictions is
                           found to be unreasonable or otherwise unenforceable
                           by a court of competent jurisdiction, the Company and
                           Rhein intend for such restrictions to be modified by
                           such court so as to be reasonable and enforceable
                           and, as so modified by the court, to be fully
                           enforced. Rhein and the Company further acknowledge
                           and agree that a breach of those obligations and
                           agreements will result in irreparable and continuing
                           damage to the Company for which there will be no
                           adequate remedy at law and, therefore, Rhein and the
                           Company agree that in the event of any breach of said
                           obligations and agreements the Company, and its
                           successors and assigns, shall be entitled to
                           injunctive relief (without bond or security),
                           including immediate injunctive relief restraining any
                           threatened or further breach without the necessity of
                           proof of actual damage, and such other and further
                           relief, including monetary damages, as is proper in
                           the circumstances. It is further agreed that the
                           running of the periods provided in Subsections 11(a)
                           and 11(c) hereof shall be tolled during any period
                           which Rhein shall be adjudged to have been in
                           violation of any of his obligations under such
                           Sections.

         12.      ARBITRATION. The following arbitration rules shall apply to
this Agreement:

                  (a)      In the event that Rhein's employment shall be
                           terminated by the Company during the Employment Term
                           or the Company shall withhold payments or provision
                           of benefits because Rhein is alleged to be engaged in
                           activities prohibited by Section 11 hereof or for any
                           other reason, Rhein shall have the right, in addition
                           to all other rights and remedies provided by law, at
                           his election either to seek arbitration in the
                           metropolitan area of Cleveland, Ohio, under the
                           Commercial Arbitration Rules of the American
                           Arbitration Association by serving a notice to
                           arbitrate upon the Company or to institute a judicial
                           proceeding, in either case within one hundred and
                           twenty (120) days after having received notice of
                           termination of his employment.

                  (b)      Without limiting the generality of Subsection 12(a),
                           this Subsection 12(b) shall apply to termination
                           asserted to be for "Cause" or for "Good Reason." In
                           the event that (i) the Company terminates Rhein's
                           employment for Cause and Rhein submits a written
                           objection to the Company within the ten (10) days
                           specified in Subsection 6(c) hereof, or (ii) Rhein
                           resigns his employment for Good Reason and the
                           Company submits a written objection to Rhein within
                           the ten (10) days specified in Subsection 6(e)
                           hereof, the Company and Rhein each shall have thirty
                           (30) days after the date of such written objection to
                           demand of the American

                                       17
<PAGE>

                           Arbitration Association in writing (with a copy to
                           the other Party) that arbitration be commenced to
                           determine whether Cause or Good Reason, as the case
                           may be, existed with respect to such termination or
                           resignation. The Parties shall have thirty (30) days
                           from the date of such written request to select such
                           third party arbitrator. Upon the expiration of such
                           thirty (30) day period, the Parties shall have an
                           additional thirty (30) days in which to present to
                           such third party arbitrator such arguments, evidence
                           or other material (oral or written) as may be
                           permitted and in accordance with such procedures as
                           may be established by such third party arbitrator.
                           The thirty party arbitrator shall furnish a written
                           summary of his findings to the Parties not later than
                           thirty (30) days following the last day on which the
                           parties were entitled to present arguments, evidence
                           or other material to the third party arbitrator.

         During the period of resolution of a dispute under this Subsection
12(b), Rhein shall receive no compensation by the Company (other than payment by
the Company of premiums due before or during such period on any insurance
coverage applicable to Rhein hereunder) and Rhein shall have no duties for the
Company. If the arbitrator determines that the Company did not have Cause to
terminate Rhein's employment or that Rhein had Good Reason to resign his
employment, as the case may be, the Company shall promptly pay Rhein in a lump
sum any compensation to which Rhein would have been entitled, for the period
commencing with the date of Rhein's termination or resignation and ending on the
date of such determination, had his employment not been terminated or had he not
resigned.

         13.      NOTICES. For purposes of this Agreement, all communications
provided for herein shall be in writing and shall be deemed to have been duly
given when hand delivered or mailed by United States registered or certified
mail, return receipt requested, postage prepaid, addressed as follows:

                  (a)      If the notice is to the Company:

                           Pioneer-Standard Electronics, Inc.
                           6065 Parkland Boulevard
                           Mayfield Heights, OH 44124
                           Attention: Secretary or Assistant Secretary

                  (b)      If the notice is to Rhein:

                           Arthur Rhein
                           40 Stonehill Lane
                           Moreland Hills, Ohio 44022

                                       18

<PAGE>

                           with a copy to:

                           Elliot M. Kaufman, Esq.
                           Elliot M. Kaufman Co., LPA
                           1392 SOM Center Road
                           Cleveland, Ohio 44124

or to such other address as either party may have furnished to the other in
writing and in accordance herewith; except that notices of change of address
shall be effective only upon receipt.

         14.      ASSIGNMENT; BINDING EFFECT. This Agreement shall be binding
upon and inure to the benefit of the parties to this Agreement and their
respective successors, heirs (in the case of Rhein) and permitted assigns. No
rights or obligations of the Company under this Agreement may be assigned or
transferred by the Company except that such rights or obligations may be
assigned or transferred in connection with the sale or transfer of all or
substantially all of the assets of the Company, provided that the assignee or
transferee is the successor to all or substantially all of the assets of the
Company and such assignee or transferee expressly assumes the liabilities,
obligations and duties of the Company, as contained in this Agreement, either
contractually or as a matter of law. The Company further agrees that, in the
event of a sale or transfer of assets as described in the preceding sentence, it
shall be a condition precedent to the consummation of any such transaction that
the assignee or transferee expressly assumes the liabilities, obligations and
duties of the Company hereunder. No rights or obligations of Rhein under this
Agreement may be assigned or transferred by Rhein other than Rhein's rights to
compensation and benefits, which may be transferred only by will or operation of
law, except as provided in this Section 14.

         Rhein shall be entitled, to the extent permitted under any applicable
law, to select and change a beneficiary or beneficiaries to receive any
compensation or benefits payable hereunder following Rhein's death by giving the
Company written notice thereof. In the absence of such a selection, any
compensation or benefit payable under this Agreement following the death of
Rhein shall be payable to Rhein's spouse, or if such spouse shall not survive
Rhein, to Rhein's estate. In the event of Rhein's death or a judicial
determination of Rhein's incompetence, reference in this Agreement to Rhein
shall be deemed, where appropriate, to refer to Rhein's beneficiary, estate or
other legal representative.

         15.      INVALID PROVISIONS. Any provision of this Agreement that is
prohibited or unenforceable shall be ineffective to the extent, but only to the
extent, of such prohibition or unenforceability without invalidating the
remaining portions hereof and such remaining portions of this Agreement shall
continue to be in full force and effect. In the event that any provision of this
Agreement shall be determined to be invalid or unenforceable, the Parties will
negotiate in good faith to replace such provision with another provision that
will be valid or enforceable and that is as close as practicable to the
provisions held invalid or unenforceable.

         16.      ALTERNATIVE SATISFACTION OF COMPANY'S OBLIGATIONS. In the
event this Agreement provides for payments or benefits to or on behalf of Rhein
which cannot be

                                       19
<PAGE>

provided under the Company's benefit plans, policies or arrangements either
because such plans, policies or arrangements no longer exist or no longer
provide such benefits or because provision of such benefits to Rhein would
adversely affect the tax qualified or tax advantaged status of such plans,
policies or arrangements for Rhein or other participants therein, the Company
may provide Rhein with an "Alternative Benefit," as defined in this Section 16,
in lieu thereof. The Alternative Benefit is a benefit or payment which places
Rhein and Rhein's dependents or beneficiaries, as the case may be, in at least
as good of an economic position as if the benefit promised by this Agreement (a)
were provided exactly as called for by this Agreement, and (b) had the favorable
economic, tax and legal characteristics customary for plans, policies or
arrangements of that type. Furthermore, if such adverse consequence would affect
Rhein or Rhein's dependents, Rhein shall have the right to require that the
Company provide such an Alternative Benefit.

         17.      ENTIRE AGREEMENT, MODIFICATION. Subject to the provisions of
Section 18 hereof, this Agreement contains the entire agreement between the
Parties with respect to the employment of Rhein by the Company and supersedes
all prior and contemporaneous agreements, representations, and understandings of
the Parties, whether oral or written. No modification, amendment, or waiver of
any of the provisions of this Agreement shall be effective unless in writing,
specifically referring hereto, and signed by both Parties.

         18.      NON-EXCLUSIVITY OF RIGHTS. Notwithstanding the foregoing
provisions of Section 17, nothing in this Agreement shall prevent or limit
Rhein's continuing or future participation in any benefit, bonus, incentive or
other plan, program, policy or practice provided by the Company for its
executive officers, nor shall anything herein limit or otherwise affect such
rights as Rhein has or may have under any stock option, restricted stock or
other agreements with the Company or any of its subsidiaries. Amounts which
Rhein or Rhein's dependents or beneficiaries, as the case may be, are otherwise
entitled to receive under any such plan, policy, practice or program shall not
be reduced by this Agreement except as provided in Section 9 hereof with respect
to payments under the Severance Benefit Plan if cash payments are made
hereunder.

         19.      WAIVER OF BREACH. The failure at any time to enforce any of
the provisions of this Agreement or to require performance by the other party of
any of the provisions of this Agreement shall in no way be construed to be a
waiver of such provisions or to affect either the validity of this Agreement or
any part of this Agreement or the right of either party thereafter to enforce
each and every provision of this Agreement in accordance with the terms of this
Agreement.

         20.      GOVERNING LAW. This Agreement has been made in, and shall be
governed and construed in accordance with the laws of, the State of Ohio. The
Parties agree that this Agreement is not an "employee benefit plan" or part of
an "employee benefit plan" which is subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended.

         21.      WITHHOLDING. The Company may withhold from any amounts payable
under this Agreement such federal, state or local taxes or other amounts as
shall be required to be

                                       20

<PAGE>

withheld pursuant to any applicable law or regulation. Where withholding applies
to Common Shares, the Company shall make cashless withholding available to Rhein
if permissible by law.

         22.      EXPENSES.

                  (a)      Expenses of Agreement. The Company shall pay or
                           reimburse reasonable attorney fees and expenses
                           incurred by Rhein, not to exceed Fifteen Thousand
                           Dollars ($15,000.00), in connection with the
                           preparation and negotiation of this Agreement.

                  (b)      Enforcement Costs. The Company is aware that upon the
                           occurrence of a Change in Control the Board or a
                           shareholder of the Company may then cause or attempt
                           to cause the Company to refuse to comply with its
                           obligations under this Agreement, or may cause or
                           attempt to cause the Company to institute, or may
                           institute, litigation seeking to have this Agreement
                           declared unenforceable, or may take, or attempt to
                           take, other action to deny Rhein the benefits
                           intended under this Agreement. In these
                           circumstances, the purpose of this Agreement could be
                           frustrated. It is the intent of the Company that
                           Rhein not be required to incur the expenses
                           associated with the enforcement of his rights under
                           this Agreement by litigation or other legal action
                           because the cost and expense thereof would
                           substantially detract from the benefits intended to
                           be extended to Rhein hereunder, nor be bound to
                           negotiate any settlement of his rights hereunder
                           under threat of incurring such expenses. Accordingly,
                           if following a Change in Control it should appear to
                           Rhein that the Company has failed to comply with any
                           of its obligations under this Agreement or in the
                           event that the Company or any other person takes any
                           action to declare this Agreement void or
                           unenforceable, or institutes any litigation or other
                           legal action designed to deny, diminish or to recover
                           from, Rhein, the benefits intended to be provided to
                           Rhein hereunder, and that Rhein has complied with all
                           of his obligations under this Agreement, the Company
                           irrevocably authorizes Rhein from time to time to
                           retain counsel of his choice at the expense of the
                           Company as provided in this Section 22, to represent
                           Rhein in connection with the initiation or defense of
                           any litigation or other legal action, whether by or
                           against the Company or any Director, officer,
                           shareholder or other person affiliated with the
                           Company, in any jurisdiction. Notwithstanding any
                           existing or prior attorney-client relationship
                           between the Company and such counsel, the Company
                           irrevocably consents to Rhein entering into an
                           attorney-client relationship with such counsel, and
                           in that connection the Company and Rhein agree that a
                           confidential relationship shall exist between Rhein
                           and such counsel. The reasonable fees and expenses of
                           counsel selected from time to time by Rhein as herein
                           provided shall be paid or reimbursed to Rhein by the
                           Company on a regular, periodic basis upon
                           presentation by Rhein of a statement or statements
                           prepared by such counsel in accordance with its
                           customary practices, up to a maximum aggregate amount
                           of $500,000.

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<PAGE>

         23.      REPRESENTATION. The Company represents and warrants that it is
fully authorized and empowered to enter into this Agreement and that the
performance of its obligations under this Agreement will not violate any
agreement between it and any other person, firm or organization.

         24.      SUBSIDIARIES AND AFFILIATES. Notwithstanding any contrary
provision of this Agreement, to the extent it does not adversely affect Rhein,
the Company may provide the compensation and benefits to which Rhein is entitled
hereunder through one or more subsidiaries or affiliates.

         25.      NO MITIGATION OR OFFSET. In the event of any termination of
employment, Rhein shall be under no obligation to seek other employment. Amounts
due Rhein under this Agreement shall not be offset by any remuneration
attributable to any subsequent employment he may obtain.

         26.      SOLE REMEDY. The Parties agree that the remedies of each
against the other for breach of this Agreement shall be limited to enforcement
of this Agreement and recovery of the amounts and remedies provided for herein.
The Parties, however, further agree that such limitation shall not prevent
either Party from proceeding against the other to recover for a claim other than
under this Agreement.

         IN WITNESS WHEREOF, the Company and Rhein have executed this Agreement
as of the day and year first above written.

                             PIONEER-STANDARD ELECTRONICS, INC.

                                      (the "Company")

                             By: /s/ Charles F. Christ
                                 --------------------------------------
                                 Charles F. Christ
                                 Chairman of the Compensation Committee

                             ARTHUR RHEIN

                                      ("Rhein")

                                 /s/ Arthur Rhein
                                 --------------------------------------
                                 Arthur Rhein

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