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                                                                  EXHIBIT 10(ee)

                                                   [PIONEER STANDARD LETTERHEAD]

                                              Pioneer-Standard Electronics, Inc.

                 AMENDMENT NO. 1 TO CHANGE OF CONTROL AGREEMENT
                          AND NON-COMPETITION AGREEMENT

                  THIS AMENDMENT NO. 1 TO CHANGE OF CONTROL AGREEMENT AND
NON-COMPETITION AGREEMENT ("Amendment") by and between Pioneer-Standard
Electronics, Inc., an Ohio corporation (the "Company"), and Robert J. Bailey
(the "Employee"), is dated as of the 30th day of January, 2003.

                  WHEREAS, the Company and the Employee are parties to a Change
of Control Agreement dated as of February 25, 2000 (the "Change of Control
Agreement"); and

                  WHEREAS, the Company and the Employee are parties to a
Non-Competition Agreement dated as of February 25, 2000 (the "Non-Competition
Agreement"); and

                  WHEREAS, the Company and the Employee desire that certain
modifications be made to the Change of Control Agreement, in consideration for
which the Company and the Employee have agreed to certain modifications to the
Non-Competition Agreement; and

                  WHEREAS, Section 8(c) of the Change of Control Agreement and
Section 9 of the Non-Competition Agreement permit the parties thereto to amend
such agreement, respectively, in a writing signed by each party.

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                  NOW, THEREFORE, in consideration of the parties' mutual desire
to modify the Change of Control Agreement and the Non-Competition Agreement, and
the mutual covenants herein contained, the parties agree as follows effective as
of the date of execution of this Agreement:

                      PART I - CHANGE OF CONTROL AGREEMENT

                  Part I of this Amendment shall amend the terms of the Change
of Control Agreement as set forth herein. Capitalized terms used in this Part I
not otherwise defined shall have the meanings ascribed to them in the Change of
Control Agreement.

                  1.       The introductory paragraph to Section 3.1 of the
Change of Control Agreement shall be deleted, and the following shall be
inserted therefor:

                  "3.1. Without Cause. If, at any time prior to the date that is
                  twelve (12) months subsequent to the Effective Date, the
                  Employee's employment with the Company shall be terminated
                  either (i) by the Company without Cause, or (ii) by the
                  Employee for Good Reason, in accordance with Section 3.4
                  below:"

                  2.       Section 3.2 of the Change of Control Agreement shall
be deleted, and the following shall be inserted therefor:

                  "3.2. Cause or Voluntary Termination. If the Employee's
                  employment shall be terminated either (i) by the Company for
                  Cause or (ii) by the Employee voluntarily other than for Good
                  Reason in accordance with Section 3.4 below, this Agreement
                  shall terminate without further obligations of the Company to
                  the Employee hereunder."

                  3.       After Section 3.3 of the Change of Control Agreement,
a new paragraph 3.4 shall be inserted, as follows:

                  "3.4. Good Reason. As used herein, "Good Reason" shall mean
                  (a) any material adverse change in Employee's
                  responsibilities; (b) substantial reduction in target annual
                  compensation; or (c) any requirement that Employee relocate to
                  a facility that is more than 50 miles from his current
                  location. If the Employee claims that he is terminating his
                  employment

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                  for Good Reason, then the Employee may, within 30 days of the
                  event constituting Good Reason, give written notice to the
                  company of the Employee's intent to terminate his employment
                  for Good Reason. If the event which the Employee claims to
                  constitute Good Reason is not cured within 30 days following
                  the date of such notice (the "Cure Period"), the employee
                  shall have 10 days following the Cure Period to invoke his
                  right to terminate his employment for Good Reason. If the
                  Employee fails to provide timely written notice, or if
                  Employee fails to terminate his employment within 10 days
                  following the Cure Period, then the Employee's right to
                  terminate employment for Good Reason with respect to such
                  event shall be permanently waived.

                       PART II - NON-COMPETITION AGREEMENT

                  Part II of this Amendment shall amend the terms of the
Non-Competition Agreement as set forth herein. Capitalized terms used in this
Part II not otherwise defined shall have the meanings ascribed to them in the
Non-Competition Agreement.

                  3.       Section 3 of the Non-Competition Agreement shall be
deleted, and the following shall be inserted therefor:

                  "3. Duration. Employee may terminate this Agreement at any
                  time and such termination shall be effective on the date of
                  his or her notice, unless otherwise mutually agreed.
                  Similarly, the Company has the right to terminate this
                  Agreement and Employee's employment at any time, with or
                  without advance notice or cause. Should the Company terminate
                  the Employee's employment without cause, the Company will
                  continue to pay the employee monthly base salary, target
                  incentive and benefit coverage for twenty-four (24) months
                  (the 'severance payments'). In the event that (1) Employee's
                  employment is terminated for cause or (2) Employee voluntarily
                  resigns from employment with the company, then the Company
                  shall have no obligation for severance payments under this
                  provision. Absolutely no one except the President and Chief
                  Executive Officer of the Company may change this 'at will'
                  relationship, and then only in writing. Employee acknowledges
                  that any reliance on any representations, oral or otherwise,
                  contrary to 'at will' employment is unreasonable and shall not
                  form the basis for any actions or forbearances on his or her
                  part."

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                  IN WITNESS WHEREOF, the parties have executed this Amendment
No. 1 to Change of Control Agreement and Non-Competition Agreement as of the
date first above written.

   Robert J. Bailey                       PIONEER-STANDARD ELECTRONICS, INC.

     ("Employee")                              ("Company")

   /s/ Robert J. Bailey                   By: /s/ Arthur Rhein
   ----------------------                 -------------------------------------
                                          Arthur Rhein
                                          President and Chief Executive Officer