Exhibit 10.1

                             Amendment No. 1 to the
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                        All American Semiconductor, Inc.
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                    Deferred Compensation Plan for Executives
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         The All American Semiconductor, Inc. Deferred Compensation Plan for
Executives effective as of January 1, 1988 is hereby amended, effective June 30,
2003, to add the following language to the end of the first paragraph of Section
6(a):

           ",or, notwithstanding anything to the contrary contained in
           the Plan (including, without limitation, any limitation on
           the annual Benefit that can be paid under the Plan and in
           lieu thereof), if such Participant is at least the age of
           65 and has at such time 25 or more years of service with
           the Company, such Participant can make an election to
           receive at such time a lump sum benefit in an amount to be
           determined by the Compensation Committee of the Board of
           Directors in its sole discretion and, in connection
           therewith, to forgo all other benefits under the Plan."

         Except as amended above, the Plan shall remain in full force and
effect.

         IN WITNESS WHEREOF, this Amendment No. 1 to the All American
Semiconductor, Inc. Deferred Compensation Plan for Executives is hereby adopted
effective as of the 30th day of June, 2003.

         BOARD OF DIRECTORS OF ALL AMERICAN SEMICONDUCTOR, INC.

         By: /s/ Paul Goldberg
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             Paul Goldberg, Chairman of the Board