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                                                                  EXHIBIT 10(dd)

                                                                  EXECUTION COPY

                     AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

                  AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT between
PIONEER-STANDARD ELECTRONICS, INC., an Ohio corporation (the "Company"), and
STEVEN M. BILLICK ("Billick"), dated June 11, 2002, effective April 1, 2002.

                              W I T N E S S E T H:

                  WHEREAS, the Company and Billick are parties to that certain
Employment Agreement dated April 26, 2000, effective April 24, 2000 (the
"Agreement");

                  WHEREAS, the Agreement contains certain provisions, inter
alia, regarding the Company's and Billick's respective rights and obligations in
connection with a Change in Control (as such term is defined in the Agreement);

                  WHEREAS, the Company and Billick desire to amend the Agreement
to remove the provision enabling Billick to receive certain special Change in
Control benefits due to his voluntary termination without Good Reason during the
one-year period following a Change in Control, impose a "Good Reason" standard
for a voluntary termination during that period, modify the benefits and payments
to which Billick may become entitled in connection with a Change in Control, and
to make certain other modifications in connection therewith.

                  NOW, THEREFORE, the parties hereby agree that the Agreement is
hereby amended as follows effective April 1, 2002:

                  1.       Section 7.02 is hereby deleted, and the following is
hereby inserted in lieu thereof:

                  "7.02 Change in Control. If, during the one (1) year period
                  following a Change in Control of the Company as defined in
                  Section 15.02 hereof, Billick is discharged or voluntarily
                  terminates his employment for Good Reason as defined in
                  Section 15.03 hereof, there shall be paid or provided to
                  Billick, his dependents, beneficiaries and estate, as
                  liquidated damages or severance pay, or both, the following:

                           (a)      (i)     The base compensation provided for
                                            in Section  4.01(a)(i)  hereof for
                                            the month in which termination
                                            shall have occurred at the rate
                                            being paid at the time of
                                            termination; plus

                                    (ii)    An incentive cash bonus calculated
                                            based upon his earned incentive cash
                                            bonus under the Annual Incentive
                                            Plan for the then current fiscal
                                            year, pro rated for the then current
                                            fiscal year through his date of
                                            termination; plus

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                                    (iii)   An amount equal to the product of
                                            twenty-four (24) times his monthly
                                            base salary at the rate being paid
                                            at the time of termination; plus

                                    (iv)    An amount equal to two (2) times his
                                            target incentive cash bonus under
                                            the Annual Incentive Plan for the
                                            then current fiscal year.

                           Such amounts shall be paid to Billick in one payment
                           immediately upon his termination of employment.

                           (b)      For the two (2) year period following the
                                    date of his termination of employment,
                                    Billick, his dependents, beneficiaries and
                                    estate, shall continue to be entitled to all
                                    benefits provided pursuant to Section 5.01
                                    hereof which are payable pursuant to the
                                    terms of the applicable plan or practice,
                                    and service credit for benefits under all
                                    employee benefit plans of the Company,
                                    including, without limitation, the Company's
                                    Retirement Plan, Supplemental Executive
                                    Retirement Plan and Benefit Equalization
                                    Plan referred to in Section 5.01 hereof,
                                    upon the same basis as immediately prior to
                                    termination and, to the extent that such
                                    benefits or service credit for benefits
                                    shall not be payable or provided under any
                                    such plans to Billick, his dependents,
                                    beneficiaries and estate, by reason of his
                                    no longer being an employee of the Company
                                    as the result of termination, or any such
                                    plan, program or arrangement is discontinued
                                    or the benefits thereunder are materially
                                    reduced, the Company shall provide Billick,
                                    his dependents, beneficiaries and estate, as
                                    appropriate, a benefit or payment which
                                    places Billick, his dependents,
                                    beneficiaries and estate in at least as good
                                    of an economic position (taking into account
                                    the favorable economic tax and legal
                                    characteristics customary for such plans,
                                    policies or arrangements) as if the benefit
                                    to which such persons were entitled to
                                    receive under such plans, programs and
                                    arrangements immediately prior to
                                    termination had been paid.

                           Any termination of Billick's employment which either
                  is (x) a termination by the Company other than for Cause or
                  (y) a voluntary resignation by Billick after the occurrence of
                  an event which would constitute Good Reason under Section
                  15.03 hereof, which termination or resignation 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 as defined in Section 15.02 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 of Directors determines in good faith that
                  such tender offer has been withdrawn or has reached a final

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                  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, shall be deemed to be a termination under this Section
                  7.02.

                           An election by Billick to terminate his employment
                  under the provisions of this Section 7.02 shall not be deemed
                  a voluntary termination of employment by Billick under Section
                  7.03 hereof. Further, an election by Billick to terminate his
                  employment under this Section shall not be deemed to be a
                  voluntary termination of employment for a Good Reason under
                  Section 7.04 hereof."

                  2.       Section 8.01 is hereby deleted, and the following is
hereby inserted in lieu thereof:

                  "8.01 Non-Competition. During the Period of Employment and the
                  two (2) year period following the termination of his
                  employment (except in the case of involuntary discharge or
                  voluntary termination of employment for Good Reason, as
                  defined in Section 15.03 hereof, within one (1) year after a
                  Change in Control), Billick shall not become an officer,
                  director, joint venturer, employee, consultant or five percent
                  (5%) shareholder (directly or indirectly), or promote or
                  assist (financially or otherwise), any entity which competes
                  with any business in which the Company or any of its
                  affiliates are engaged as of the date of such termination of
                  employment. Billick 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.
                  Billick acknowledges that he understands the effect of the
                  provisions of this Section 8(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."

                  3.       Section 8.03 is hereby deleted, and the following is
hereby inserted in lieu thereof:

                  "8.03. Noninterference. Billick shall not, at any time during
                  the Period of Employment or within the two (2) year period
                  after his employment is terminated with the Company (except in
                  the case of involuntary discharge or voluntary termination of
                  employment for Good Reason, as defined in Section 15.03
                  hereof, 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 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."

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                  4.       Effective for periods beginning on and after April 1,
2002, references to the Annual Incentive Plan shall be deemed to refer to
Billick's applicable annual incentive cash bonus arrangement.

                  5.       Except as amended by the foregoing, the provisions of
the Agreement are ratified and confirmed in all respects.

                  IN WITNESS WHEREOF, the parties hereto have executed this
Amendment No. 1 to the Employment Agreement as of the date first above written.

ATTEST:                       PIONEER-STANDARD ELECTRONICS, INC.

/s/ Richard A. Sayers         By /s/ Arthur Rhein
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                                 Arthur Rhein
                                 President and Chief Operating Officer

ATTEST:

/s/ Richard A. Sayers            /s/ Steven M. Billick
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                                 Steven M. Billick

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