<PAGE>

                    REGISTRATION RIGHTS AGREEMENT (MARSHALL)


          THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made and
entered into as of August 8, 1996 by and between Marshall Industries a
California corporation (the "COMPANY") and Wyle Electronics, a California
corporation ("WYLE").

          WHEREAS, the Company and Wyle have entered into that certain Limited
Liability Company Agreement of Accord Contract Services LLC of even date
herewith (the "LLC AGREEMENT") establishing a joint venture between the Company
and Wyle;

          WHEREAS, the Company has entered into a Warrant Agreement of even date
herewith (the "WARRANT AGREEMENT") pursuant to which it has granted to Wyle
certain warrants (the "WARRANTS") to purchase shares of the Company's Common
Stock, $1.00 par value, (the "COMMON STOCK") upon the occurrence of certain
events;

          WHEREAS, the Company has agreed to provide the registration rights set
forth in this Agreement in connection with the issuance of the Warrants;

          NOW THEREFORE, in consideration of the mutual covenants herein
contained and for other good and valuable consideration, the parties hereto
agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

     SECTION 1.1    DEFINITIONS.  The following capitalized terms shall have the
meanings ascribed to them below:

          "AFFILIATE," as applied to any specified Person, shall mean any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person and, in the case of a Person
who is an individual, shall include (i) members of such specified Person's
immediate family (as defined in Instruction 2 of Item 404(a) of Regulation S-K
under the Securities Act) and (ii) trusts, the trustee and all beneficiaries of
which are such specified Person or members of such Person's immediate family as
determined in accordance with the foregoing clause (i).  For the purposes of
this definition, "CONTROL", when used with respect to any Person, means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

          "BUSINESS DAY" means any day that is not a Saturday, Sunday or a day
on which banking institutions in New York, New York or Los Angeles, California
are not required to be open.

          "COMMON STOCK" means the Common Stock, $1.00 par value, of the
Company.

          "DEFERRAL PERIOD" is defined in Section 2.1.

          "DEMAND NOTICE" is defined in Section 2.1.

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          "DEMAND REGISTRATION" is defined in Section 2.1.

          "DEMANDING HOLDER" means any Holder initiating a registration request
in compliance with Section 2.1(a); PROVIDED that any action required or
permitted to be taken under this Agreement by any Demanding Holders shall be
taken by action of the holders of a majority of the Registrable Securities held
by such Demanding Holders.

          "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

          "HOLDER" or "HOLDERS" means Wyle and any other holder or holders of
Registrable Securities.

          "PERSON" means an individual, partnership, corporation, limited
liability company, trust or unincorporated organization, or a government or
agency or political subdivision thereof.

          "PIGGYBACK REGISTRATION" is defined in Section 2.2.

          "PIGGYBACK HOLDER" is defined in Section 2.2.

          "PROSPECTUS" means the prospectus included in a Registration
Statement, as amended or supplemented by any prospectus supplement and by all
other amendments thereto, including post-effective amendments, and all material
incorporated by reference into such Prospectus.

          "PUBLIC DISTRIBUTION" shall mean any BONA FIDE underwritten public
distribution of Stock pursuant to an effective registration statement under the
Securities Act or any other applicable law, or any BONA FIDE public sale in an
open market transaction under Rule 144 of the Securities Act (or any successor
rule) if such sale is in compliance with the requirements of paragraphs (c),
(d), (e), (f) and (g) of such Rule (notwithstanding the provisions of paragraph
(k) of such Rule).

          "PUBLIC OFFERING" shall mean any BONA FIDE underwritten public
distribution of Stock pursuant to an effective registration statement under the
Securities Act or any other applicable law.

          "REGISTRABLE SECURITIES" means each share of Stock issued or issuable
upon the exercise of the Warrants, until (i) it has been effectively registered
under the Securities Act and disposed of by a Holder pursuant to an effective
registration statement, or (ii) it is sold by such Holder pursuant to Rule 144
(or any similar provisions then in force) under the Securities Act.

          "REGISTRATION STATEMENT" means any registration statement of the
Company relating to a Demand Registration pursuant to Section 2.1 or a Piggyback
Registration pursuant to Section 2.2, in each case, including the Prospectus
included therein, all amendments and supplements thereto (including post-
effective amendments) and all exhibits and material incorporated by reference
therein.

          "SEC" means the Securities and Exchange Commission.

          "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.


                                        2

<PAGE>

          "SELLING HOLDER" means a Holder who sells or proposes to sell
Registrable Securities pursuant to a Registration Statement under the Securities
Act.

          "STOCK" means the following securities: (i) the Common Stock or (ii)
any security or other instrument (a) received as a dividend on, or other payment
made to the holders of, the Common Stock (or any other security or instrument
referred to in this definition) or (b) issued in connection with a split of the
Common Stock (or any other security or instrument referred to in this
definition) or as a result of any exchange or reclassification of the Common
Stock (or any other security or instrument referred to in this definition),
reorganization, consolidation, merger or recapitalization.

          "UNDERWRITTEN REGISTRATION" or "UNDERWRITTEN OFFERING" means a
registration in which Stock of the Company is sold to an underwriter for re-
offering to the public.


                                   ARTICLE II

                               REGISTRATION RIGHTS

     SECTION 2.1    DEMAND REGISTRATIONS.

          (a)  REQUEST FOR REGISTRATION.  At any time and from time to time on
or after the commencement of the Exercise Period (as defined in the Warrant
Agreement), the Holder or Holders of a majority of the Registrable Securities
then outstanding may make a written request of the Company for registration with
the SEC, under and in accordance with the provisions of the Securities Act, of
all or part (but not less than 20% of Registrable Securities then outstanding)
of their Registrable Securities (a "DEMAND REGISTRATION") by giving written
notice to the Company of such demand (a "DEMAND NOTICE"), PROVIDED that (i) the
Company shall be required to effect only one Demand Registration during any six-
month period and (ii) the Holders will not be entitled to request more than two
such Demand Registrations.  Each such Demand Notice will specify the number of
Registrable Securities proposed to be sold pursuant to such Demand Registration
and will also specify the intended method of disposition thereof.  The Holders
may request that the Company effect a "shelf registration" that is to remain
continuously effective for a period not to exceed three years from the date on
which the Warrants have been fully exercised.

          Promptly after receipt of any Demand Notice, but in no event later
than 60 days after receipt of such Demand Notice, the Company shall file a
Registration Statement with the SEC with respect to the Registrable Securities
included in the Demand Notice and shall use its best efforts to have such
Registration Statement declared effective as promptly as practicable; PROVIDED,
HOWEVER, that the Company may postpone the filing of such Registration Statement
for a period of up to 90 days (the "DEFERRAL PERIOD") if the Board of Directors
reasonably determines that (i) such a filing would adversely affect any proposed
financing, acquisition, divestiture or other material transaction by the Company
or (ii) such a filing would otherwise represent an undue hardship for the
Company.  The Company shall not be entitled to request more than one such
deferral with respect to any group of Holders requesting a Demand Registration
within any 365-day period.  If the Company does elect to defer any such Demand
Registration, the Holders requesting such Demand Registration may, at their
election by written notice to the Company, (i) confirm their request to proceed
with such Demand Registration upon the  expiration of the Deferral Period or
(ii) withdraw their request for such Demand Registration  in which case no such
request for a Demand Registration shall be deemed to have occurred for purposes
of this Agreement.


                                        3

<PAGE>

          The Company shall give written notice of any Demand Notice by any
Holder, which request complies with this Section 2.1(a), within 5 days after the
receipt thereof, to each Holder who did not initially join in such request.
Within 10 days after receipt of such notice, any such Holder may request in
writing that its Registrable Securities be included in such registration, and
the Company shall include in the Demand Registration the Registrable Securities
of each such Holder requested to be so included, subject to the provisions of
Section 2.1(e).  Each such request shall specify the number of shares of
Registrable Securities proposed to be sold and the intended method of
disposition thereof.

          (b)  EFFECTIVE REGISTRATION.  Except as provided in subsection (c)
below, a registration will not be deemed to have been effected as a Demand
Registration unless it has been declared effective by the SEC; PROVIDED that if,
after it has become effective, the offering of Registrable Securities pursuant
to such registration is or becomes the subject of any stop order, injunction or
other order or requirement of the SEC or any other governmental or
administrative agency, or if any court prevents or otherwise limits the sale of
Registrable Securities pursuant to the registration (for any reason other than
the acts or omissions of the Holders), such registration will be deemed not to
have been effected.  If (i) a registration requested pursuant to this Section
2.1 is deemed not to have been effected in accordance with the provisions of the
preceding sentence or (ii) the registration requested pursuant to this
Section 2.1 does not remain continuously effective for a period of at least 120
days beyond the effective date thereof or until the consummation of the
distribution by the Holders of the Registrable Securities included in such
registration statement (the "DEMAND REGISTRATION STATEMENT"), then such Demand
Registration Statement shall not count as a Demand Registration that may be
requested by the Demanding Holder(s) in question and the Company shall continue
to be obligated to effect a registration pursuant to this Section 2.1.

          (c)  WITHDRAWAL.  The Demanding Holders may withdraw all or any part
of the Registrable Securities from a Demand Registration at any time (whether
before or after the filing or effective date of the Demand Registration
Statement), and if all such Registrable Securities are withdrawn, to withdraw
the demand related thereto.  If at any time a registration statement is filed
pursuant to a Demand Registration, and subsequently a sufficient number of
Registrable Securities are withdrawn from the Demand Registration so that such
Demand Registration Statement does not cover at least the required amounts
specified by Section 2.1(a), and an additional number of Registrable Securities
is not so included, the Company may (or shall, if requested by the Demanding
Holders) withdraw such Demand Registration Statement; PROVIDED that such
withdrawn registration statement will count as a Demand Registration unless the
Demanding Holders elect to bear the expenses associated with such withdrawn
registration statement.  If the Demanding Holders elect to bear such expenses,
such expenses shall be borne by the Demanding Holder(s) whose withdrawal of
Registrable Securities resulted in such Demand Registration Statement not
covering the specified required amounts.

          (d)  SELECTION OF UNDERWRITER.  If the Demanding Holders so elect, the
offering of Registrable Securities pursuant to a Demand Registration shall be in
the form of an Underwritten Offering.  The Demanding Holders shall select one or
more nationally recognized firms of investment bankers to act as the managing
Underwriter or Underwriters in connection with such offering and shall select
any additional investment bankers and managers to be used in connection with
such offering; PROVIDED that such investment bankers and managers must be
reasonably satisfactory to the Company.  The Company shall (together with all
Holders of Registrable Securities proposing to distribute such Registrable
Securities through such underwriting) enter into an underwriting agreement in
customary form with the underwriter or underwriters selected for such
underwriting in the manner set forth above.

          (e)  PRIORITY ON DEMAND REGISTRATIONS.  If, in any Demand Registration
involving an Underwritten Offering the managing underwriter or underwriters
thereof advise the Demanding Holders


                                        4

<PAGE>

or the Company in writing that in its or their reasonable opinion the number of
Registrable Securities proposed to be sold in such Demand Registration exceeds
the number that can be sold in such offering or will adversely affect the
success of such offering (including, without limitation, an impact on the
selling price or the number of Registrable Securities that any participant may
sell), the Company shall include in such registration only the number of
Registrable Securities, if any, which in the opinion of such underwriter or
underwriters can be sold without having an adverse effect on the success of the
offering and in accordance with the following priority: (i) FIRST, Registrable
Securities held by Demanding Holders in the group initially requesting such
registration, allocated PRO RATA among such group (based upon the number of
Registrable Securities requested to be included in such Demand Registration) and
(ii) SECOND, PRO RATA (based upon the number of Registrable Securities requested
to be included in such registration by such Holders) among the other Holders of
Registrable Securities who have requested to include Registrable Securities in
such registration.  If all Registrable Securities requested to be sold in the
Underwritten Offering are included therein, the Company may include other shares
of Stock in such offering in accordance with the following priority, but not to
exceed the number recommended by the managing underwriter or underwriters: (x)
FIRST, PRO RATA among any other shareholders of the Company having piggyback or
other similar registration rights and (y) SECOND, shares of Stock proposed to be
sold by or for the account of the Company.

     SECTION 2.2    PIGGYBACK REGISTRATIONS.

          (a)  RIGHT TO PARTICIPATE IN REGISTRATION.  If, at any time following
the commencement of the Exercise Period (as defined in the Warrant Agreement),
the Company proposes to file a registration statement under the Securities Act
with respect to an offering by the Company for its own account or for the
account of any holders of any class of common equity securities (other than (i)
a registration statement on Form S-4 or S-8 (or any substitute form that may be
adopted by the SEC) or (ii) a registration statement filed in connection with a
Demand Registration or (iii) a registration statement filed in connection with
an offering of securities solely to the Company's existing securityholders),
then the Company shall give written notice of such proposed filing to the
Holders as soon as practicable (but in no event less than 20 days before the
anticipated filing date), and such notice shall offer such Holder the
opportunity to register such number of shares of Registrable Securities as each
such Holder may request, which request shall specify the Registrable Securities
intended to be disposed of by such Holder and the intended method of
distribution thereof (or, if the offering is a proposed Underwritten Offering,
that such Holder elects to have the number of Registrable Securities so
specified included in such Underwritten Offering) (a "PIGGYBACK REGISTRATION").

          The Company shall use its best efforts to cause the managing
Underwriter or Underwriters of a proposed Underwritten Offering to permit the
Registrable Securities requested by the Holders thereof to be included in a
Piggyback Registration (the "PIGGYBACK HOLDERS") to be included on the same
terms and conditions as any similar securities of the Company or any other
securityholder included therein and to permit the sale or other disposition of
such Registrable Securities in accordance with the intended method of
distribution thereof.

          No registration effected under this Section 2.2 and no failure to
effect a registration under this Section 2.2(a), shall relieve the Company of
its obligations pursuant to Section 2.1, and no failure to effect a registration
under this Section 2.2(a) and complete the sale of shares in connection
therewith shall relieve the Company of any other obligation under this Agreement
(including, without limitation, the Company's obligations under Sections 3.2 and
4.1).


                                        5

<PAGE>

          (b)  PRIORITY ON PIGGYBACK REGISTRATIONS.  Unless the registration
statement is being filed pursuant to a Demand Registration (in which case the
priority of piggyback rights shall be as provided in Section 2.1(e) above), if
the managing underwriter or underwriters advise the Company in writing that in
its or their reasonable opinion the number of equity securities of the Company
proposed to be sold in such registration (including Registrable Securities to be
included pursuant to subsection (a) above) will adversely affect the success of
such offering (including, without limitation, an impact on the selling price or
the number of equity securities of the Company that any participant may sell),
the Company shall include in such registration the number of equity securities
of the Company, if any, which in the opinion of such underwriter or underwriters
can be sold without having an adverse effect on the offering and in accordance
with the following priority: (i) FIRST, the securities the Company proposes to
sell for its own account, (ii) SECOND, PRO RATA based on the number of
Registrable Securities that each Holder or other Person having similar rights
shall have requested to be included therein.

          (c)  WITHDRAWAL.  The Piggyback Holders may withdraw all or any part
of the Registrable Securities from a Piggyback Registration at any time (before
but not after the effective date of such registration statement), by delivering
written notice of such withdrawal request to the Company, unless such Piggyback
Registration is underwritten, in which case Registrable Securities may not be
withdrawn after the effective date of the Registration Statement.

          (d)  TERMINATION OF REGISTRATION BY THE COMPANY.  If the Company shall
determine for any reason (x) not to register or (y) to delay a registration
which includes Registrable Securities pursuant to this Section 2.2, the Company
may, at its election, give written notice of such determination to the Holders
of the Registrable Securities and, thereupon (i) in the case of a determination
not to register, shall be relieved of its obligation to register any Registrable
Securities in connection with such registration (but not from its obligation to
pay the Registration Expenses (as defined below) in connection therewith),
without prejudice, however, to the rights, if any, of any Holder or Holders of
Registrable Securities to request that such registration be effected as a Demand
Registration under Section 2.1, and (ii) in the case of a delay in registering,
shall be permitted to delay registering any Registrable Securities for the same
period as the delay in registering such other shares.


                                   ARTICLE III

                             REGISTRATION PROCEDURES

     SECTION 3.1    REGISTRATION PROCEDURES.

          (a)  GENERAL PROVISIONS.  In connection with any Registration
Statement and any related Prospectus required by this Agreement to permit the
sale or resale of Registrable Securities, the Company shall:
               (1)  prepare and file with the SEC a registration statement with
     respect to such Registrable Securities within the time periods specified
     herein, make all required filings with the NASD and use its best efforts to
     cause such registration statement to become effective as promptly as
     practicable (subject to the Company's right to withdraw the registration
     statement under the circumstances described in Sections 2.1(c) or 2.2(d));

               (2)  promptly prepare and file with the SEC such amendments and
     post-effective amendments to the Registration Statement as may be necessary
     to keep the Registration Statement effective for the applicable period set
     forth in Sections 2.1 or 2.2, as applicable, or


                                        6

<PAGE>

     such shorter period as will terminate when all Registrable Securities
     covered by such Registration Statement have been sold; cause the Prospectus
     to be supplemented by a required Prospectus supplement, and as so
     supplemented to be filed pursuant to Rule 424 under the Securities Act, and
     to comply fully with the applicable provision of Rules 424 and 430A under
     the Securities Act in a timely manner; and comply with the provisions of
     the Securities Act with respect to the disposition of all securities
     covered by such Registration Statement during the applicable period in
     accordance with the intended method or methods of distribution by the
     sellers thereof set forth in such Registration Statement or supplement to
     the Prospectus;

               (3)  use its best efforts to keep such Registration Statement
     continuously effective and provide all requisite financial statements for
     the period specified in Sections 2.1 and  2.2, as applicable; upon the
     occurrence of any event that would cause any such Registration Statement or
     the Prospectus contained therein (A) to contain a material misstatement or
     omission or (B) not to be effective and usable for resale of Registrable
     Securities during the period required by this Agreement, the Company shall
     file promptly an appropriate amendment to such Registration Statement, in
     the case of clause (A), correcting any such misstatement or omission, and,
     in the case of either clause (A) or (B), use its best efforts to cause such
     amendment to declared effective and such Registration Statement and related
     Prospectus to become usable for their intended purposes(s) as soon as
     practicable thereafter;

               (4)  provide (A) the Holders of Registrable Securities
     participating in the registration, (B) the underwriters (which term, for
     purposes of this Agreement, shall include a Person deemed to be an
     underwriter within the meaning of Section 2(11) of the Securities Act), if
     any, of the Registrable Securities to be registered, (C) the sale or
     placement agent therefor, if any, (D) counsel for such underwriters or
     agent, and (E) counsel for the Holders thereof, as selected by Holders of a
     majority of the Registrable Securities covered by such registration
     statement, the opportunity to participate in the preparation of such
     registration statement, each prospectus included therein or filed with the
     SEC, and each amendment or supplement thereto, and for a reasonable period
     prior to the filing of such registration statement, and throughout the
     period specified in Section 3.4(b) hereof, make available for inspection by
     the parties referred to in (A) through (E) above such financial and other
     information and books and records of the Company, provide access to
     properties of the Company and cause the officers, directors, employees,
     counsel and independent certified public accountants of the Company to
     respond to such inquiries as shall be reasonably necessary to conduct a
     reasonable investigation within the meaning of Section 11 of the Securities
     Act;

               (5)  advise the underwriters, if any, and Selling Holders
     promptly and, if requested by such Persons, to confirm such advice in
     writing, (A) when the Prospectus or any Prospectus supplement or post-
     effective amendment has been filed, and, with respect to any Registration
     Statement or any post-effective amendment thereto, when the same has become
     effective, (B) of any request by the SEC for amendments to the Registration
     Statement or amendments or supplements to the Prospectus or for additional
     information relating thereto, (C) of the issuance by the SEC of any stop
     order suspending the effectiveness of the Registration Statement under the
     Securities Act or of the suspension by any state securities commission of
     the qualification of the Registrable Securities for offering or sale in any
     jurisdiction, or the initiation of any proceeding for any of the preceding
     purposes, (D) of the existence of any fact or the happening of any event
     that makes any statement of a material fact made in the registration
     Statement, the Prospectus, any amendment or supplement thereto, or any
     document incorporated by reference therein untrue, or that requires the
     making of any additions to or changes in the


                                        7

<PAGE>


     Registration Statement or the Prospectus in order to make the statements
     therein not misleading.  If at any time the SEC shall issue any stop order
     suspending the effectiveness of the Registration Statement, or any state
     securities commission or other regulatory authority shall issue an order
     suspending the qualification or exemption from qualification of the
     Registrable Securities under state securities or Blue Sky laws, the Company
     shall use its best efforts to obtain the withdrawal or lifting of such
     order at the earliest possible time;

               (6)  furnish to each Selling Holder named in any Registration
     Statement or Prospectus and each of the underwriter(s) in connection with
     such sale, if any, such number of copies of any Registration Statement or
     Prospectus included therein or any amendments or supplements to any such
     Registration Statement or Prospectus (including all documents incorporated
     by reference after the initial filing of such Registration Statement and
     all exhibits filed therewith), reasonably requested by such Person;

               (7)  if requested by any selling Holders or the underwriter(s) in
     connection with such sale, if any, promptly include in any Registration
     Statement or Prospectus, pursuant to a supplement or post-effective
     amendment if necessary, such information as such selling Holders and such
     underwriter(s), if any, may reasonably request to have included therein,
     including, without limitation, information relating to the "Plan of
     Distribution" of the Registrable Securities, information with respect to
     the principal amount of Registrable Securities being sold to such
     underwriter(s), the purchase price being paid therefor and any other terms
     of the offering of the Registrable Securities to be sold in such offering,
     and make all required filing of such Prospectus supplement or post-
     effective amendment as soon as practicable after the Company is notified of
     the matters to be included in such Prospectus supplement or post-effective
     amendment;

               (8)  deliver to each Selling Holder and each of the
     underwriter(s), if any, without charge, as many copies of the Prospectus
     (including each preliminary prospectus) and any amendment or supplement
     thereto as such Persons reasonably may request; the Company hereby consents
     to the use of the Prospectus and any amendment or supplement thereto by
     each of the Selling Holders and each of the underwriter(s), if any, in
     connection with the offering and the sale of the Registrable Securities
     covered by the Prospectus or any amendment or supplement thereto;

               (9)  in connection with any Underwritten Offering pursuant to a
     Demand Registration, enter into an underwriting agreement with one or more
     underwriters designated in accordance with this Agreement, such agreement
     to be of the form, scope and substance as is customary in underwritten
     offerings, and take all such other actions as are reasonably requested by
     the managing underwriter(s) in order to expedite or facilitate the
     disposition of such Registrable Securities and in such connection: (i) make
     such representations and warranties to the underwriters in form, scope and
     substance as are customarily made by issuers to underwriters in
     underwritten offerings with respect to the business of the Company; (ii)
     obtain opinions of counsel to the Company and updates thereof (which
     counsel and opinions (in form, scope and substance) shall be reasonably
     satisfactory to the managing underwriter(s)) addressed to the managing
     underwriter(s) covering the matters customarily covered in opinions
     requested in underwritten offerings and such other matters as may be
     reasonably requested by the underwriters; (iii) obtain "comfort" letters
     and updates thereof from the Company's independent certified public
     accountants addressed to the underwriters, such "comfort" letters to be in
     customary form and covering matters of the type customarily covered in
     "comfort" letters in connection with underwritten offerings; (iv) deliver
     such documents and certificates as may be


                                        8


<PAGE>

     reasonably requested by the managing underwriter(s) to evidence compliance
     with any customary conditions contained in the underwriting agreement or
     other agreement entered into by the Company.  The above shall be done at
     each closing under such underwriting or similar agreement.

               (10) prior to any public offering of Registrable Securities,
     cooperate with the Selling Holders, the underwriter(s), if any, and their
     respective counsel in connection with the registration and qualification of
     the Registrable Securities under the securities or Blue Sky laws of such
     jurisdictions as the Selling Holders or underwriter(s), if any, may request
     and do any and all other acts or things necessary or advisable to enable
     the disposition in such jurisdictions or the Registrable Securities covered
     by the applicable Registration Statement; PROVIDED, HOWEVER, that the
     Company shall not be required to register or qualify as a foreign
     corporation where it is not now so qualified or to take any action that
     would subject it to the service of process in suits or to taxation, except
     as is required as a result of the Registration Statement, in any
     jurisdiction where it is not now so subject;

               (11) in connection with any sale of Registrable Securities that
     will result in such securities no longer being Registrable Securities,
     cooperate with the Selling Holders and the underwriter(s), if any, to
     facilitate the timely preparation and delivery of certificates representing
     Registrable Securities to be sold and not bearing any restrictive legends;
     and to register such Registrable Securities in such denominations and such
     names as the Selling Holders or the underwriter(s), if any, may request at
     least two Business Days prior to such sale of Registrable Securities;

               (12) if requested by the Selling Holders, provide a CUSIP number
     for all Registrable Securities not later than the effective date of the
     Registration Statement covering such Registrable Securities and provide the
     Company's transfer agent(s) and registrar(s) for the Registrable Securities
     with printed certificates for the Registrable Securities;

               (13) cooperate and assist in any filings required to be made with
     the NASD and in the performance of any due diligence investigation by any
     underwriter (including any "qualified independent underwriter") that is
     required to be retained in accordance with the rules and regulations of the
     NASD, and use their best efforts to cause such Registration Statement to
     become effective and approved by such governmental agencies or authorities
     as may be necessary to enable the Selling Holders or underwriters, if any,
     to consummate the disposition of such Registrable Securities;

               (14) otherwise use its best efforts to comply with all applicable
     rules and regulations of the SEC, and make generally available to its
     security holders, as soon as practicable, a consolidated earnings statement
     meeting the requirements of Rule 158 under the Securities Act (which need
     not be audited) covering a period of at least twelve month periods, but not
     more than eighteen months, beginning with the first month of the Company's
     first quarter commencing after the effective date of the Registration
     Statement, which earnings statement shall satisfy the provisions of Section
     11(a) of the Securities Act; and

               (15) cause all Registrable Securities covered by the Registration
     Statement to be listed on each securities exchange on which securities of
     the same class issued by the Company are then listed if requested by the
     Selling Holders holding a majority of the Registered Securities or the
     managing underwriter(s), if any.


                                        9

<PAGE>


          (b)  PROVISION BY HOLDERS OF CERTAIN INFORMATION.  No Holder of
Registrable Securities may include any of its Registrable Securities in any
Registration Statement pursuant to this Agreement unless and until such Holder
furnishes to the Company in writing, within 20 days after receipt of a request
therefor, such information as the Company may reasonably request specified in
item 507 of Regulation S-K under the Securities Act for use in connection with
any Registration Statement or Prospectus or preliminary Prospectus included
therein.  Each Holder as to which any Registration Statement is being effected
agrees to furnish promptly to the Company all information required to be
disclosed in order to make the information previously furnished to the Company
by such Holder not materially misleading.

     SECTION 3.2    REGISTRATION EXPENSES.

          (a)  All expenses incident to the Company's performance of or
compliance with this Section 3.2 will be paid by the Company, regardless of
whether any registration statement required hereunder becomes effective,
including, without limitation:

               (1)  all registration and filing fees;

               (2)  fees and expenses of compliance with securities or blue sky
     laws (including, without limitation, reasonable fees and disbursements of
     counsel for the underwriters or selling Holders in connection with blue sky
     qualifications of the Registrable Securities and determination of their
     eligibility for investment under the laws of such jurisdictions as the
     managing underwriters or Holders of Registrable Securities being sold may
     designate);

               (3)  printing (including, without limitation, expenses of
     printing or engraving certificates for the Registrable Securities in a form
     eligible for trading on the New York Stock Exchange or for deposit with the
     Depository Trust Company and of printing prospectuses), messenger,
     telephone and delivery expenses;

               (4)  reasonable fees and disbursements of counsel for the
     Company, for the underwriters and for the Selling Holders (subject to the
     provisions of Section 3.2(c) hereof);

               (5)  reasonable fees and disbursements of all independent
     certified public accountants of the Company (including, without limitation,
     the expenses of any special audit and "cold comfort" letters required by or
     incident to such performance); and

               (6)  reasonable fees and disbursements of underwriters (excluding
     discounts, commissions or fees of underwriters, selling brokers, dealer
     managers or similar securities industry professionals relating to the
     distribution of the Registrable Securities or legal expenses of any Person
     other than the Company, the underwriters or the Selling Holders);

               (7)  fees and expenses of other Persons retained by the Company;
     and

               (8)  fees and expenses associated with any NASD filing required
     to be made in connection with the registration of the Registrable
     Securities, including, if applicable, the reasonable fees and expenses of
     any "qualified independent underwriter" (and its counsel) that is required
     to be retained in accordance with the rules and regulations of the NASD;

     (all such expenses being herein called "REGISTRATION EXPENSES").


                                       10

<PAGE>


          (b)  The Company will, in any event, pay its internal expenses
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expense of any annual
audit, the fees and expenses incurred in connection with the listing of the
Registrable Securities to be registered on each national securities exchange (or
other principal trading market) on which similar securities issued by the
Company are then listed, rating agency fees and the fees and expenses of any
Person, including special experts, retained by the Company.

          (c)  In connection with each Demand Registration or Piggyback
Registration required hereunder, the Company will reimburse the Holders of
Registrable Securities being registered pursuant to a registration statement
required hereunder for the reasonable fees and disbursements of not more than
one counsel chosen by the holders of a majority in number of such Registrable
Securities.

     SECTION 3.3    PARTICIPATION IN UNDERWRITTEN REGISTRATIONS.  No Holder may
participate in any Underwritten Registration hereunder unless such Holder (i)
agrees to sell its Registrable Securities on the basis provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve
such arrangements and (b) completes and executes all reasonable questionnaires,
powers of attorney, underwriting agreements, hold-back agreements letters and
other documents customarily required under the terms of such underwriting
arrangements.  Notwithstanding the foregoing, (x) no Selling Holder shall be
required to make any representations or warranties except those which relate
solely to such Holder and its intended method of distribution, and (y) the
liability of each such Holder to any underwriter under such underwriting
agreement will be limited to liability arising from misstatements or omissions
regarding such Holder and its intended method of distribution and any such
liability shall not exceed an amount equal to the amount of net proceeds such
Holder derives from such registration; PROVIDED, HOWEVER, that in an offering by
the Company in which any Holder requests to be included in a Piggyback
Registration, the Company shall use its best efforts to arrange the terms of the
offering such that the provisions set forth in clauses (x) and (y) of this
Section 3.3 are true.  Nothing in this Section 3.3 shall be construed to create
any additional rights regarding the registration of Registrable Securities in
any Person otherwise than as set forth herein.

     SECTION 3.4    HOLD-BACK AGREEMENTS.

          (a)  RESTRICTIONS ON PUBLIC DISTRIBUTION BY HOLDER OF REGISTRABLE
SECURITIES.  Upon the written request of the managing underwriter or
underwriters of a Public Offering, each Holder of Registrable Securities shall
not effect any Public Distribution of such securities, or any securities
convertible into or exchangeable or exercisable for such securities, including a
sale pursuant to Rule 144 under the Securities Act (except as part of such
Public Offering), during the 14-day period prior to, and during the 90-day
period following, the offering date for each Public Offering made pursuant to
such registration statement (as identified by such underwriter or underwriters
or the Company in good faith).  The foregoing provisions shall not apply to any
Holder that is prevented by applicable statute or regulation from entering into
any such agreement; PROVIDED, HOWEVER, that any such Holder shall undertake not
to effect any Public Distribution of the class of securities covered by such
registration statement (except as part of such Underwritten Offering) during
such period unless it has provided 60 days' prior written notice of such Public
Distribution to the managing underwriter.

          (b)  RESTRICTIONS ON PUBLIC DISTRIBUTION BY THE COMPANY AND OTHERS.
The Company agrees and it shall use its best efforts to cause its Affiliates
(other than Persons who are Holders hereunder) to agree: (1)  not to effect any
Public Distribution of any securities being registered in accordance with
Article II hereof, or any securities convertible into or exchangeable or
exercisable for such securities, during the 14-day period prior to, and during
the 90-day period following, the offering



                                       12

<PAGE>

date for each Public Offering made pursuant to a registration statement filed
under Article II hereof, if requested in writing by the managing underwriters
(except as part of such Public Offering or pursuant to registrations in
connection with mergers, acquisitions, exchange offers, subscription offers,
dividend reinvestment plans or stock options or other employee benefit plans);
and (2)  to use its best efforts to cause each Holder of its privately placed
Registrable Securities that are issued by the Company at any time on or after
the date of this Agreement to agree not to effect any Public Distribution,
including a sale pursuant to Rule 144 under the Securities Act, of any
Registrable Securities during the period set forth in clause (1) above (except
as part of such Public Offering, if and to the extent permitted).


                                   ARTICLE IV

                        INDEMNIFICATION AND CONTRIBUTION

     SECTION 4.1    INDEMNIFICATION BY THE COMPANY.  The Company agrees to
indemnify and hold harmless each Selling Holder, each person, if any, who
controls such Holder (within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act) (hereinafter referred to as a "CONTROLLING
PERSON"), the respective officers, directors, partners, employees,
representatives and agents of any Holder or any controlling person (each an
"INDEMNIFIED HOLDER"), to the fullest extent lawful, from and against any and
all losses, claims, damages, liabilities, judgments, actions and expenses
(including without limitation and as incurred, reimbursement of all reasonable
costs of investigating, preparing, pursuing or defending any claim or action, or
any investigation or proceeding by any governmental agency or body, commenced or
threatened, including the reasonable fees and expenses of counsel to any
Indemnified Holder) directly or indirectly caused by, related to, based upon,
arising out of or in connection with any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement or
Prospectus (or any amendment or supplement thereto), or any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as such
losses, claims, damages, liabilities or expenses are caused by an untrue
statement or omission or alleged untrue statement or omission that is made in
reliance upon and in conformity with information relating to any of the Holders
furnished in writing to the Company by any of the Holders expressly for use
therein.

     SECTION 4.2    INDEMNIFICATION BY HOLDERS OF REGISTRABLE SECURITIES.  Each
Selling Holder agrees, severally and not jointly, to indemnify and hold harmless
the Company and its directors, officers and any person controlling (within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act)
the Company and its respective officers, directors, partners, employees,
representatives and agents of each such person, to the same extent as the
foregoing indemnity from the Company to each of the Indemnified Holders, but
only with respect to losses, claims, damages, liabilities, judgments, actions
and expenses (including without limitation and as incurred, reimbursement of all
reasonable costs of investigating, preparing, pursuing or defending any claim or
action, or any investigation or proceeding by any governmental agency or body,
commenced or threatened, including the reasonable fees and expenses of counsel
to the Company) directly or indirectly caused by, related to, based upon,
arising out of or in connection with any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement or
Prospectus (or any amendment or supplement thereto), or any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, to the extent, but only
to the extent, that such untrue statement or omission is contained in any
information relating to such Holder furnished in writing by such Holder
expressly for use in any Registration Statement or Prospectus.  In case any
action or proceeding shall be brought against the Company or its directors or
officers or any such controlling person in respect of


                                       12

<PAGE>

which indemnity may be sought against a Holder of Registrable Securities, such
Holder shall have the rights and duties given the Company, and the Company or
its directors or officers or such controlling person shall have the rights and
duties given to each Holder by the preceding paragraph.  Each Selling Holder
also agrees to indemnify and hold harmless each other Selling Holder or
underwriters participating in the distribution on substantially the same basis
as that of the indemnification of the Company provided in this Section 4.2.  In
no event shall the liability of any selling Holder hereunder be greater in
amount than the dollar amount of the proceeds received by such Holder upon the
sale of the Registrable Securities giving rise to such indemnification
obligation.  The Company shall be entitled to receive indemnities from
underwriters, selling brokers, dealer managers and similar securities industry
professionals participating in the distribution, to the same extent as provided
above with respect to information so furnished in writing by such Persons
specifically for inclusion in any Registration Statement or Prospectus.

     SECTION 4.3    CONDUCT OF INDEMNIFICATION PROCEEDINGS.  Any Person entitled
to indemnification hereunder (an "INDEMNIFIED PARTY") will (i) promptly give
notice of any claim, action or proceeding (including any governmental or
regulatory investigation or proceeding) or the commencement of any such action
or proceeding to the Person against whom such indemnity may be sought (an
"INDEMNIFYING PARTY"); PROVIDED that the failure to give such notice shall not
relieve the Indemnifying Party of its obligations pursuant to this Agreement
except to the extent that such Indemnifying Party has been prejudiced in any
material respect by such failure, and (ii) permit the Indemnifying Party to
assume the defense of such claim with counsel reasonably satisfactory to such
Indemnified Party; PROVIDED that the Indemnified Party shall have the right to
employ separate counsel and participate in the defense of such claim, but the
fees and expenses of such counsel shall be at the expense of such Indemnified
Party unless (a) the Indemnifying Party has agreed to pay for such fees and
expenses, or (b) the Indemnifying Party shall have failed to assume the defense
of such claim and employ counsel reasonably satisfactory to such Indemnified
Party or (c) in the reasonable judgment of such Indemnified Party, based upon
advice of its counsel, a conflict of interest may exist between such Indemnified
Party and the Indemnifying Party with respect to such claims.  If such defense
is not assumed by the Indemnifying Party, the Indemnifying Party will not be
subject to any liability for any settlement of any such claim effected without
the Indemnifying Party's prior written consent, which consent shall not be
unreasonably withheld.  The Indemnifying Party shall not be liable for any
settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the plaintiff, the
Indemnifying Party agrees to indemnify and hold harmless any Indemnified Party
from and against any loss, claim damage, liability or expense by reason of any
settlement of any such claim or action.  No Indemnifying Party shall, without
the prior written consent of each Indemnified Party, settle or compromise or
consent to the entry of judgment in or otherwise seek to terminate any pending
or threatened action, claim, litigation or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not any
Indemnified Party is a party thereto), unless such settlement, compromise,
consent or termination includes an unconditional release of each Indemnified
Party from all liability arising out of such action, claim, litigation or
proceeding.  An Indemnifying Party who is not entitled to, or elects not to,
assume the defense of the claim will not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such
Indemnifying Party with respect to such claim, unless in the reasonable
judgement of any Indemnified Party a conflict of interest may exist between such
Indemnified Party and any other such Indemnified Parties with respect to such
Claim, in which event the Indemnifying Party shall be obligated to pay the fees
and expenses of such additional counsel or counsels.

     SECTION 4.4    CONTRIBUTION.  If the indemnification provided for in this
Article IV is unavailable to an Indemnified Party (other than by reason of
exceptions provided in those Sections) in respect of any losses, claims,
damages, liabilities or expenses referred to therein, then each applicable
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall have a
joint and severable obligation to


                                       13

<PAGE>

contribute to the amount paid or payable by such Indemnified Party as a result
of such losses, claims, damages, liabilities or expenses in such proportion as
is appropriate to reflect the relative fault of the Indemnifying Party, on the
one hand, and of the Indemnified Party, on the other, in connection with the
statements or omissions which resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable considerations.
The relative fault of the Indemnifying Party, on the one hand, and of the
Indemnified Party, on the other, shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission to state a material fact relates to information supplied by the
Indemnifying Party or by the Indemnified Party and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.  The amount paid or payable by a party as a result of the
losses, claims, damages, liabilities and expenses referred to above shall be
deemed to include, subject to the limitations set forth in the second paragraph
of Section 4.1, any legal or other fees or expenses reasonably incurred by such
party in connection with investigating or defending any action or claim.

          The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 4.4 were determined by PRO RATA allocation
(even if the Holders were treated as one entity for such purpose) or by any
other method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding paragraph.  The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages, liabilities or expenses referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 4.4, none of the Indemnified
Holders shall be required to contribute, in the aggregate, any amount in excess
of the amount by which the net proceeds received by such Holder with respect to
the Registrable Securities exceeds the greater of (A) the amount paid by such
Holder for its Registrable Securities and (B) the amount of any damages which
such Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.  No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Holders' obligation to
contribute pursuant to this Section 4.4 are several in proportion to the
respective number of Registrable Securities held by each of the Holders
hereunder and not joint.

          For purposes of this Article IV, each controlling person of a Holder
shall have the same rights to contribution as such Holder, and each officer,
director, and person, if any, who controls the Company within the meaning of
Section 15 of the Securities Act or Section 20(a) of the Exchange Act shall have
the same rights to contribution as the Company, subject in each case to the
limitations set forth in the immediately preceding paragraph.  Any party
entitled to contribution will, promptly after receipt of notice of commencement
of any action, suit or proceeding against such party in respect of which a claim
for contribution may be made against another party or parties under this Article
IV, notify such party or parties from whom contribution may be sought, but the
omission to so notify such party or parties shall not relieve the party or
parties from who contribution may be sought from any obligation it or they may
have under this Article IV or otherwise except to the extent that it has been
prejudiced in any material respect by such failure.  No party shall be liable
for contribution with respect to any action or claim settled without its written
consent; PROVIDED, HOWEVER, that such written consent was not unreasonably
withheld.

     SECTION 4.5    ADDITIONAL INDEMNITY.  The indemnity, contribution and
expense reimbursement obligations under this Article IV shall be in addition to
any liability each Indemnifying Party may otherwise have; PROVIDED, HOWEVER,
that any payment made by the Company which results in an


                                       14

<PAGE>

Indemnified Party receiving from any source(s) indemnification, contribution or
reimbursement for an amount in excess of the actual loss, liability or expense
incurred by such Indemnified Party, shall be refunded to the Company by the
Indemnified Party receiving such excess payment.


                                    ARTICLE V

                                  MISCELLANEOUS

     SECTION 5.1    RULE 144.  The Company agrees it will file in a timely
manner all reports required to be filed by it pursuant to the Securities Act and
the Exchange Act and the rules and regulations adopted by the SEC thereunder and
will take such further action as any Holder of Registrable Securities may
reasonably request in order that such Holder may affect sales of Registrable
Securities without registration within the limitations of the exemptions
provided by Rule 144, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the SEC.  At any reasonable time
and upon the request of a Holder of Registrable Securities, the Company will
furnish such Holder with such information as may be necessary to enable the
Holder to effect sales of Registrable Securities pursuant to Rule 144 under the
Securities Act and will deliver to such Holder a written statement as to whether
it has complied with such information and requirements.

     SECTION 5.2    SPECIFIC PERFORMANCE.  Each Holder, in addition to being
entitled to exercise all rights provided herein or granted by law, including
recovery of liquidated or other damages, will be entitled to specific
performance of its rights under this Agreement.  The Company agrees that
monetary damages would not be adequate compensation for any loss incurred by
reason of a breach by it of the provisions of this Agreement and hereby agrees
to waive the defense in any action for specific performance that a remedy at law
would be adequate.

     SECTION 5.3    NO INCONSISTENT AGREEMENTS.  The Company will not on or
after the date of this Agreement enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders in this
Agreement or otherwise conflicts with the provisions hereof.  The Company has
not previously entered into any agreement granting any registration rights with
respect to its securities to any Person.  The rights granted to the Holders
hereunder do not in any way conflict with and are not inconsistent with the
rights granted to the holders of the Company's securities under any agreement in
effect on the date hereof.

     SECTION 5.4    AMENDMENTS AND WAIVERS.  The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to or departures from the provisions
hereof may not be given unless the Company has obtained the written consent of
Holders of a majority of the outstanding shares of Registrable Securities.

     SECTION 5.5    NOTICES.  Unless otherwise provided herein, any notice,
request, instruction or other document to be given hereunder by any party to the
others shall be made in writing, by hand-delivery, telegraph, telex, telecopier,
registered first-class mail or air courier guaranteeing overnight deliver as
follows:


                                       15

<PAGE>

          if to the Company, to:

               Wyle Electronics
               15370 Barranca Parkway
               Irvine, California  92718
               Attention:  Chief Financial Officer

          if to Marshall, to:

               Marshall Industries
               9320 Telstar Avenue
               El Monte, California  91731
               Attention:  Chief Financial Officer

          if to any other Holder:

               to the address specified by any such Holder from time-to-time;

or to such other place and with such other copies as any party hereto may
designate as to itself by written notice to the others.  All such notices and
communications shall be deemed to have been duly given: at the time delivered by
hand, if personally delivered; five Business Days after being deposited in the
mail, postage prepaid, if mailed; when answered back, if telexed; when receipt
acknowledged, if telecopied: and on the next Business Day if timely delivered to
an air courier guaranteeing overnight delivery.

          SECTION 5.6    SUCCESSORS AND ASSIGNS.  This Agreement shall inure to
the benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation and without the need for an express
assignment, subsequent holders of Registrable Securities, provided that the
Company may not assign its rights or obligations under this Agreement to any
other person or entity without the written consent of a majority of the
outstanding shares of Registrable Securities.

          SECTION 5.7    COUNTERPARTS.  This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

          SECTION 5.8    HEADINGS.  The headings in this Agreement are for
convenience of reference only and shall not limit o otherwise affect the meaning
hereof.

          SECTION 5.9    GOVERNING LAW.  This Agreement shall be governed by and
construed in accordance with the laws of the State of California, without regard
to the choice of law provisions thereof.

          SECTION 5.10   SEVERABILITY.  In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

          SECTION 5.11   ENTIRE AGREEMENT.  This Agreement is intended by the
parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein.  There are no


                                       16

<PAGE>

restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein with respect to the registration rights granted by the
Company with respect to the Registrable Securities.  This Agreement supersedes
all prior agreements and understandings between the parties with respect to such
subject matter.

          SECTION 5.12   PRONOUNS.  Whenever the context may require, any
pronouns used herein shall be deemed also to include the corresponding neuter,
masculine or feminine forms.

          SECTION 5.13   ATTORNEY'S FEES.  In any action or proceeding brought
to enforce any provision of this Agreement, the successful party shall be
entitled to recover reasonable attorney's fees in addition to its costs and
expenses and any other available remedy.

          SECTION 5.14   SECURITIES HELD BY THE COMPANY OR ITS SUBSIDIARIES.
Whenever the consent or approval of Holders of a specified percentage or
Registrable Securities is required hereunder, Registrable Securities held by the
Company or its Subsidiaries shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage.

          SECTION 5.15   FURTHER ASSURANCES.  Each party shall cooperate and
take such action as may be reasonably requested by another party in order to
carry out the provisions and purposes of this Agreement and the transactions
contemplated hereby.

          SECTION 5.16   TERMINATION.  Unless sooner terminated in accordance
with its terms or as otherwise herein provided, this Agreement shall terminate
upon the earlier to occur of (i) the mutual agreement by the parties hereto,
(ii) with respect to any Holder, such Holder ceasing to own any Registrable
Securities, (iii) the third anniversary after such time as all outstanding
Warrants have been exercised.

          SECTION 5.17   REPRESENTATIONS AND WARRANTIES.  The Company hereby
represents and warrants to the Holder as follows:

          (a)  The Company has all requisite corporate power and authority to
enter into this Agreement and, subject to any approvals referred to herein, to
consummate the transactions contemplated hereby.  The execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby have
been duly authorized by all necessary corporate action on the part of the
Company.  This Agreement has been duly executed and delivered by the Company and
constitutes a valid and binding obligation of the Company, enforceable against
the Company in accordance with its terms.

          (b)  The execution and delivery of this Agreement does not, and the
consummation of the transactions contemplated hereby will not, conflict with or
violate any provision of the Articles of Incorporation or Bylaws of the Company
or any material agreement or obligation of the Company.


                            (SIGNATURE PAGE FOLLOWS)


                                       17

<PAGE>

          IN WITNESS HEREOF, the parties hereto have executed and delivered this
Agreement as of the date first written above.

                              MARSHALL INDUSTRIES



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


                              WYLE ELECTRONICS



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


                                       S-1