<PAGE>

     AMENDMENT NO. 3 TO LIMITED LIABILITY COMPANY AGREEMENT
                OF ACCORD CONTRACT SERVICES LLC

          This Amendment No. 3 (the "Amendment") to the Limited Liability 
Company Agreement of Accord Contract Services LLC dated as of August 8, 1996 
(the "Agreement") is hereby entered into as of February 28, 1997 by and 
between Wyle Electronics, a California corporation ("Wyle") and Marshall 
Industries, a California corporation ("Marshall").  Capitalized terms used 
but not otherwise defined herein shall have the meanings ascribed thereto in 
the Agreement.

                        R E C I T A L S
                        ---------------

          A.   Wyle and Marshall (together, the "Members") formed Accord 
Contract Services LLC, a Delaware limited liability company (the "LLC"), to 
provide certain materials management services for each of the Members, 
including, without limitation. the acquisition of components and products and 
the provision of kitting, turnkey and autoreplenishment services to customers 
and related administrative and other related services in connection therewith.

          B.   The Agreement sets forth certain understandings and agreements
of the Members with respect to the LLC.

          c.   Pursuant to the Agreement, the Members have agreed upon the
"Termination Formula" (as defined in the Agreement).

          D.   The Members now desire to enter into this Amendment in order to
incorporate the Termination Formula into, and to make certain amendments to,
the Agreement, as mutually agreed upon by the Members and as set forth below.

          NOW, THEREFORE, in consideration of the mutual covenants and 
promises contained herein and for other good and valuable consideration the 
receipt and adequacy of which are hereby acknowledged, the parties hereto 
agree as follows:

                       A G R E E M E N T
                       -----------------

1.   ADDITIONAL DEFINITIONS.  The following definitions shall be, and hereby 
are, added to the Agreement:

     a.   ACQUISITION MULTIPLE:  Upon the occurrence of an Exercise Event, the
          quotient of (i) the Acquisition Value of the Event Member, DIVIDED BY
          (ii) the net sales from all sources for the Event Member for the
          twelve full calendar months immediately preceding the month in which
          the Exercise Event occurred.

     b.   ACQUISITION VALUE:  Upon the occurrence of an Exercise Event, the 
          value of the Event Member in its entirety, as determined in the usual
          and customary manner 

<PAGE>

          with reference to the particular event resulting in the Exercise 
          Event. In the event that the Exercise Event does not entail the 
          acquisition of the common stock or substantially all of the assets of
          the Event Member for cash or securities that are traded on a national
          securities exchange, reported through the National Association of 
          Securities Dealers Automated Quotation System or traded 
          over-the-counter, then the Acquisition Value shall be determined by 
          agreement of the Members or, if the Members are unable to so agree, 
          then by a Neutral Party selected in accordance with Section 12.17(c)
          of this Agreement.

     c.   AGGREGATE BASELINE SALES:  Means the aggregate net sales by both 
          Members from the provision of Value Added Services for the twelve 
          full calendar months immediately preceding the effective date of the
          Agreement.

     d.   EXERCISE EVENT:  For purposes of the Agreement, the term "Exercise 
          Event" shall mean the occurrence of any of the following events with 
          respect to a Member:

                     (1)  The approval by the shareholders of any Member of
          the dissolution or liquidation of the Member;

                     (2)  The consummation by any person (other than a Member) 
          of a tender offer or exchange offer to purchase any shares of a
          Member's common stock such that, upon the consummation of such
          offer, such person owns or controls 20% or more of the then
          outstanding common stock of such Member;

                     (3)  The execution by a Member or any subsidiary thereof 
          of an agreement with any person (other than the other Member) to
          (i) merge, consolidate or otherwise reorganize with or into one or
          more entities that are not subsidiaries of such Member, as a result
          of which less than 50% of the outstanding voting securities of the
          surviving or resulting entity immediately after the consummation of
          such transaction are, or will be, owned by shareholders of such
          Member immediately before such reorganization (assuming for purposes
          of such determination that there is no change in the record ownership
          of the Member's securities from the record date for such approval
          until such transaction is consummated and that such record holders
          hold no securities of the other party or parties to such a
          transaction), (ii) sell, lease or otherwise dispose of assets of such
          Member or its subsidiaries representing 50% or more of the
          consolidated assets of the Member and its subsidiaries or (iii)
          issue, sell or otherwise dispose of (including by way of merger,
          consolidation, share exchange or any similar transaction) securities
          representing 50% or more of the voting power of such Member;

                     (4)  The acquisition by any person (other than a
          Member) of beneficial ownership (as such term is defined in Rule 13d-
          3 under the Securities 

                                      2
<PAGE>

          Exchange Act of 1934, as amended (the "Exchange Act")) or the right 
          to acquire beneficial ownership of, or any "group" (as such term is 
          defined under the Exchange Act) shall have been formed which 
          beneficially owns or has the right to acquire beneficial ownership of,
          20% or more of the then outstanding common stock of a Member; or

                     (5)  The failure at any time, during any period of two
          consecutive years, of individuals who at the beginning of such period
          constituted the Board of Directors of a Member, for any reason, to
          constitute at least a majority thereof, unless the election, or the
          nomination for election by such Member's shareholders, of each new
          Board member was approved by a vote of at least three-fourths of the
          Board members then still in office who were Board members at the
          beginning of such period (including for these purposes, new members
          whose election or nomination was so approved).

     e.   GROWTH MULTIPLE:  Means, upon the occurrence of an Exercise Event, 
          the growth, stated as a percentage, of the aggregate sales generated
          by the United States electronic components distribution industry from
          August 8, 1996 through the date of such Exercise Event, as determined
          by agreement of the Members or, if the Members are unable to so
          agree, then by a Neutral Party selected in accordance with Section
          12.17(c).

     f.   INCREMENTAL SALES:  Means, upon the occurrence of an Exercise Event, 
          the difference between (i) the aggregate net sales by both Members 
          from the provision of Value Added Services for the twelve full 
          calendar months immediately preceding the month in which the Exercise
          Event occurred, MINUS (ii) the product of the Aggregate Baseline 
          Sales, multiplied by the Growth Multiple.

     g.   VALUE ADDED SERVICES:  Means those types of materials management 
          services that are intended to be provided to the Members by the LLC,
          including, without limitation, kitting, turnkey, autoreplenishment
          and related services.

2.   AMENDED DEFINITIONS.  The following definitions shall be, and hereby are,
amended as follows:

     a.   CHANGE IN CONTROL TERMINATION FEE:  Equals the greater of (i) $25 
          million, or (ii) the amount calculated pursuant to the Termination 
          Formula, but in no event shall such Change in Control Termination Fee
          exceed $40 million.  Notwithstanding the foregoing, unless otherwise 
          agreed to in writing by the Members prior thereto, the Change in 
          Control Termination Fee shall equal $0 in connection with any Exercise
          Event that occurs after August 7, 2001.

                                      3
<PAGE>

     b.   TERMINATION FORMULA:  The Termination Formula shall mean, upon an 
          Exercise Event, fifty percent (50%) of the product of Incremental 
          Sales, MULTIPLIED by one hundred thirty percent (130%) of the 
          Acquisition Multiple.

3.   DELETED DEFINITIONS.  The following definitions, and any and all
references to the defined terms in the Agreement, shall be, and hereby is,
deleted:

     TO WARRANT AGREEMENT
     WARRANT AGREEMENT
     WARRANT VALUE

4.   TERMINATION NOTICE UPON EXERCISE EVENT.  It is the intention of the
Members that either Member be permitted to terminate the LLC upon the
occurrence of an Exercise Event with respect to a Member by providing a
Termination Notice to the other Member, in accordance with, and subject to the
terms and conditions contained in, the Agreement (including, without
limitation, the payment of the Change in Control Termination Fee by the Event
Member pursuant to Section 11.1(c) of the Agreement).  In furtherance of the
foregoing, the Agreement shall be, and hereby is, amended as follows:

     a.   The first sentence of Section 11.1(a)(xi) shall be, and hereby is, 
          amended by the insertion of the phrase "or by the Event Member" 
          immediately following the phrase "by the Member other than the Event 
          Member (also a "TO Member")".

     b.   Section 11.1(c)(i) shall be, and hereby is, amended and restated in 
          its entirety as follows:

               "(i) Upon the occurrence of an Exercise Event with respect
               to an Event Member and the subsequent delivery of a Termination
               Notice by the TO Member or the Event Member pursuant to 
               Section 11.1(a)(xi) at any time during the term of the LLC,
               or if later: (i) prior to the first anniversary of a Deadlock,
               upon dissolution of the LLC pursuant to Section 11.1(a)(vi)
               (other than an Improper Deadlock), or (ii) prior to the first
               anniversary of the effective date of this Agreement, upon
               dissolution of the LLC pursuant to Section 11.1(a)(ix), such
               Event Member shall pay to the TO Member in cash an amount equal
               to the Change in Control Termination Fee, which amount shall be
               payable within thirty (30) days following the occurrence of the
               Exercise Event."

5.   EXTENSION OF TIME.  Wyle and Marshall hereby agree that the "Associated
Agreement Negotiation Period" (as defined in Section 2.5 of the Agreement) has
been extended through (and including) March 31, 1997 with respect to the
agreements previously referred to in the Agreement as: (i) the Systems License;
and (ii) the [Sub] Lease Agreement.

                                      4
<PAGE>

6.   ENTIRE AGREEMENT.  The Agreement, as amended by this Amendment,
constitutes the entire agreement between the parties pertaining to the subject
matter hereof and fully supersedes any and all prior or contemporaneous
agreements or understandings between the parties hereto pertaining to the
subject matter hereof.

7.   FULL FORCE AND EFFECT.  Except as expressly amended in Amendment No. 1,
Amendment No. 2 and this Amendment, the Agreement shall remain in full force
and effect.

8.   COUNTERPARTS.  This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have duly executed this Amendment or have
caused this Amendment to be duly executed on their behalf as of the day and
year first set forth above.


                                   WYLE ELECTRONICS,
                                   a California corporation


                                   By:
                                      ---------------------------
                                      Name:
                                      Title:



                                   MARSHALL INDUSTRIES,
                                   a California corporation


                                   By:
                                      ---------------------------
                                      Name:
                                      Title:









                                      5