8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): January 31, 2006

                        All American Semiconductor, Inc.

             (Exact name of registrant as specified in its charter)

                                    DELAWARE
                 (State or other jurisdiction of incorporation)

0-16207                                                               59-2814714
(Commission File Number)                                        (I.R.S. Employer
                                                             Identification No.)

                16115 Northwest 52nd Avenue, Miami, Florida 33014
            (Address of principal executive offices)    (Zip Code)

       Registrant's telephone number, including area code: (305) 621-8282


                                 Not Applicable
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))



Item 1.01         Entry into a Material Definitive Agreement.

On January 31, 2006, All American Semiconductor, Inc. (the "Company") entered
into an employment agreement (the "Employment Agreement") with John Jablansky,
its Senior Vice President of Operations and Asset Management and an executive
officer of the Company. The Employment Agreement is effective as of January 1,
2006 and has an initial term through December 31, 2006, with automatic
additional successive one-year renewal periods thereafter unless terminated in
writing by the Company or the employee at least 60 days prior to expiration of
the then current term. The Employment Agreement provides for a base salary,
effective as of January 1, 2006, of $200,000 per annum, subject to an annual
increase for each calendar year during the term of the Employment Agreement
after 2006 equal to the greater of 5% per annum or the annual increase in the
cost of living. Mr. Jablansky is also entitled to participate in all employee
benefit plans offered by the Company, including, without limitation, medical
insurance, dental insurance, pension and/or profit sharing plans, 401(k) plans,
stock option plans and cafeteria plans. Under the Employment Agreement, if the
Company were to terminate Mr. Jablansky without Cause (as defined in the
Employment Agreement) or if Mr. Jablansky were to become disabled, he would be
entitled to receive a severance amount equal to that portion of his gross annual
salary at the time of termination that would have been paid over the number of
weeks equal to the product of 2 multiplied by the full number of calendar years
that Mr. Jablansky had been employed by the Company. This severance amount would
be paid on the basis of regularly occurring payroll payments as if Mr. Jablansky
were still employed by the Company. The Employment Agreement also provides that,
in the event that a Change in Control (as defined in the Employment Agreement)
of the Company occurs while Mr. Jablansky is employed by the Company, and within
the 60-day period prior to the date of the Change in Control or at any time
during the 2 year period following the date of the Change in Control, Mr.
Jablansky's employment is terminated by the Company without Cause or the Company
elects not to renew the Employment Agreement or the Company requires Mr.
Jablansky to relocate to an office outside of Miami-Dade County, Broward County
or Palm Beach County, Florida without Mr. Jablansky's consent and as a result
Mr. Jablansky resigns as an employee of the Company, (A) Mr. Jablansky would
receive a severance amount equal to his then current annual salary until the
later of 12 months after such termination, non-renewal or resignation or 24
months after the date of the Change in Control, with such severance amount being
payable on the basis of regularly occurring payroll payments as if Mr. Jablansky
were still employed by the Company, and (B) all options granted by the Company
to Mr. Jablansky would automatically vest. The Employment Agreement also
contains non-compete, non-solicitation and non-disclosure provisions.

The foregoing is a summary description of the terms and conditions of the
Employment Agreement and by its nature is incomplete. The foregoing summary is
qualified in its entirety by the text of the Employment Agreement, a copy of
which is filed as Exhibit 10.1 hereto.



Item 9.01         Financial Statements and Exhibits.

         (c)      Exhibits

                  Exhibit No.        Exhibit Description
                  -----------        -------------------

                  10.1               Employment Agreement made and entered into
                                     as of January 31, 2006 effective as of
                                     January 1, 2006, between the Company and
                                     John Jablansky


                                    SIGNATURE
                                    ---------

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                             ALL AMERICAN SEMICONDUCTOR, INC.

Date: January 31, 2006                       By: /s/ HOWARD L. FLANDERS
                                                 -------------------------------
                                                 Howard L. Flanders
                                                 Executive Vice President and
                                                 Chief Financial Officer



                                  EXHIBIT INDEX
                                  -------------


           Exhibit No.           Exhibit Description
           -----------           -------------------

           10.1                  Employment Agreement made and entered into as
                                 of January 31, 2006 effective as of January 1,
                                 2006, between the Company and John Jablansky

EX-10.1

                                                                    Exhibit 10.1

                              EMPLOYMENT AGREEMENT
                              --------------------

         THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
January 31, 2006 effective as of the 1st day of January, 2006 (the "Effective
Date"), by and between All American Semiconductor, Inc., a Delaware corporation
(the "Company"), and John Jablansky ("Employee").

         WHEREAS, the Company is engaged in the distribution of electronic
components and its principal office is located at 16115 N.W. 52nd Avenue, Miami,
Florida 33014;

         WHEREAS, Employee has experience and expertise that is useful to the
Company; and

         WHEREAS, the Company desires to continue the employment of Employee on
the terms and conditions set forth herein and Employee desires to continue to
work for the Company on the terms and conditions set forth herein.

         NOW, THEREFORE, in consideration of the premises and of the promises
hereinafter contained, the sufficiency of which is hereby acknowledged, the
parties covenant and agree as follows:

         1.       TERM OF EMPLOYMENT. Subject to the terms and conditions of
this Agreement concerning earlier termination, the initial term of this
employment shall commence as of the Effective Date and continue until December
31, 2006. The term of this Agreement shall automatically renew on December 31 of
each year for an additional one (1) year term unless the Company or Employee
notifies in writing the other of its or his intention not to renew this
Agreement no later than sixty (60) days prior to the expiration of the
then-current term.

         2.       DUTIES. Employee accepts employment with the Company to serve
as Senior Vice President of Operations and Asset Management of the Company and
agrees to perform such services as are generally commensurate with his office
and otherwise from time to time assigned or delegated to him by the Chairman of
the Board, Chief Executive Officer or President of the Company. Employee shall
report to the Chief Executive Officer of the Company or such other person
designated by him from time to time. Employee shall work full-time for the
Company. The Company may not require Employee to perform duties which are not
generally commensurate with such office or which materially differ from
Employee's duties as they presently exist. Any such attempt by the Company shall
constitute a total breach of this Agreement, whereupon Employee shall be
entitled to terminate his employment hereunder and to treat such termination as
a termination of employment by the Company pursuant to Section 5(c) of this
Agreement.


         3.       COMPENSATION. Employee shall be entitled to the following, all
of which shall be deemed compensation, as that term is used in this Agreement
(provided, however, that the use of the term "compensation" in this Agreement is
not intended to have any effect whatever with respect to determining Employee's
taxable income):

                  (a)      The Company agrees to pay to Employee, as base
salary, for the 2006 calendar year, a gross annual salary at a rate equal to
$200,000 per annum. For each calendar year during the term of this Agreement
after 2006, Employee's gross annual salary shall be increased by the greater of
(A) 5% of the prior year's gross annual salary and (B) the amount of the
percentage increase in the Consumer Price Index for the most currently available
twelve (12) month period over the preceding twelve (12) month period multiplied
by the prior year's gross annual salary. The base salary shall be payable on the
same basis (including appropriate payroll withholding) as the Company, from time
to time, generally pays its employees. Consumer Price Index as used herein shall
mean the Consumer Price Index shown on the U.S. City Average for all urban
consumers, unadjusted, all items, as promulgated by the Bureau of Labor
Statistics of the U.S. Department of Labor. In the event that the Consumer Price
Index referred to herein ceases to incorporate a significant number of the items
as currently set forth therein, or if a substantial change is made in the method
of establishing said Consumer Price Index, then the Consumer Price Index shall
be adjusted to the figure that would have resulted had no change occurred in the
manner of computing the Consumer Price Index. In the event that the Consumer
Price Index (or successor or substitute index) is not available, then the
Company may use another governmental or nonpartisan publication evaluating the
information theretofore used in determining the Consumer Price Index in lieu of
said Consumer Price Index.

                  (b)      Employee shall be entitled to participate in any and
all employee benefit plans and programs offered by the Company from time to time
to other employees, including, without limitation, medical insurance, dental
insurance, pension and/or profit sharing plans, 401(k) plans, stock option plans
and cafeteria plans. Additionally, Employee shall be entitled to four (4) weeks
paid vacation per calendar year.

                  (c)      The Company shall include Employee in the Company's
Salary Continuation Plan on such terms and conditions as determined by the
Company and permitted by such plan, and shall thereafter during the Term hereof
continue to make payments, if any, and in such amounts as determined by the
Company in its sole and absolute discretion in respect of Employee under such
plan for as long as such plan is kept in effect generally.

         4.       EXPENSES OF EMPLOYEE. The Company shall reimburse the Employee
for all reasonable expenses actually paid or incurred by the Employee in the
course of and pursuant to the business of the Company, including reasonable
expenses for travel and entertainment, consistent with Company policies and
procedures as determined from time to time. The Employee shall account and
submit reasonably supporting documentation to the Company in connection with any
expense reimbursement hereunder in accordance with such Company policies.

                                       2


         5.       TERMINATION OF EMPLOYMENT.

                  (a)      The Company may terminate this Agreement for Cause
effective immediately upon a determination by the Company that Cause shall
exist. In the event that this Agreement is terminated by the Company for Cause,
the Company shall pay to Employee, within thirty (30) days following the date of
such termination, the portion of the compensation provided in Sections 3(a), (b)
and (c) accrued and unpaid through the date of such termination, if any, and
Employee shall not be entitled to any other compensation, remuneration, sums or
benefits provided for in this Agreement or to which Employee might otherwise be
entitled hereunder or at law or in equity. Notwithstanding the foregoing, a
termination of this Agreement by the Employee in violation of this Agreement
shall be deemed to constitute, per se, a termination by the Company for Cause.

                  (b)      For purposes of this Agreement, the term "Cause"
shall mean and include: (i) fraud; (ii) commission of a felony; (iii) habitual
drunkenness or addiction to illegal drugs or any drunkenness or illegal
substance abuse at the Company's premises; (iv) gross negligence in the
performance of employment duties; (v) abandonment of or inability to perform
employment duties; (vi) conduct on the part of Employee relating to the
Company's business or Employee's employment duties which is not authorized,
directed or approved by the Company which results in governmental action,
investigation or sanctions being imposed on the Company or Employee; (vii)
theft, conversion or misappropriation of the Company's property; or (viii)
breach or violation in any material respect by Employee of this Agreement, any
other written agreement between the Company and Employee governing Employee's
conduct or employment whether now existing or hereafter created or any written
Company policy or procedure then in effect, any of which in this subsection
(viii), if curable, is not cured by Employee within 10 days following his
receipt of written notice thereof; provided, however, that, if Employee cures a
breach within the permitted time period and the same breach reoccurs thereafter,
then the Company shall not be required to give Employee an opportunity to cure
(for the sake of clarity, the total number of opportunities to cure that the
Company is required to give Employee with respect to the same breach shall not
exceed one).

                  (c)      The Company shall have the right to terminate
Employee's employment with the Company at any time without Cause, provided that
the Company pays to Employee, (i) within thirty (30) days following the date of
such termination, the portion of the compensation provided in Sections 3(a), (b)
and (c) accrued and unpaid through the date of such termination, if any, and
(ii) a severance amount equal to that portion of the then gross annual salary
described in Section 3(a) that would of been paid over the number of weeks equal
to the product of two (2) multiplied by the number of full calendar years of
employment with the Company; provided, however, that such severance amount shall
in no event be less than the portion of the gross annual salary described in
Section 3(a) that would of been paid over six (6) months of employment and shall
be paid on the basis of regularly occurring payroll payments as if Employee were
still employed by the Company; and further provided that the Company's
obligations to make any such severance payments shall be expressly conditioned
upon Employee first delivering a fully executed general release of all claims
against the Company and Employee being and remaining in full compliance with
Employee's covenants and agreements under this Agreement. All of the foregoing
is subject to, if applicable, the relevant provisions of Section 5(f).
Notwithstanding any of the foregoing to the contrary, such severance obligations

                                       3


shall be excused for the remainder of the severance period at such time, if any,
if Employee accepts new employment providing for gross annual salary at least
equal to the gross annual salary in effect hereunder at termination of
employment, and, to the extent any such new employment is for a lower gross
annual salary, from and after such time, for the remainder of such severance
period, the Company's severance obligations shall be reduced by the amount of
gross annual salary received by Employee under his new employment.

                  (d)      In the event Employee becomes permanently incapable
of performing the customary duties for which Employee is being employed due to a
physical or mental infirmity or disability, the Company shall pay to employee,
or Employee's legal guardian, (i) within thirty (30) days following the
Disability Date (as hereinafter defined), the portion of the compensation
provided in Sections 3(a), (b) and (c) accrued and unpaid through the Disability
Date, if any, and (ii) a severance amount equal to that portion of the then
gross annual salary described in Section 3(a) that would of been paid over the
number of weeks equal to the product of two (2) multiplied by the number of full
calendar years of employment with the Company; provided, however, that such
severance amount shall in no event be less than the portion of the gross annual
salary described in Section 3(a) that would have been paid over six (6) months
of employment and shall be paid on the basis of regularly occurring payroll
payments as if Employee were still employed by the Company; and further provided
that the Company's obligation to make any such severance payments shall be
expressly conditioned upon Employee first delivering a fully executed general
release of all claims against the Company and Employee being and remaining in
full compliance with Employee's covenants and agreements under this Agreement.
For purposes of this Section 5(d), Employee's employment shall be deemed
terminated on the Disability Date. Employee shall be entitled to no other or
further compensation in respect of termination of employment pursuant to this
Section 5(d). The effective date of Employee's permanent infirmity or disability
(the "Disability Date") shall be the 30th day following receipt by Employee from
the Company of written notice stating the Company's determination that Employee
has such infirmity or disability, provided that Employee has not disputed such
determination in writing within such 30-day period, and, if Employee has so
disputed such determination, the date by which two medical doctors or
psychiatrists (as applicable) selected by the Company, but reasonably acceptable
to Employee, have examined Employee and concluded (as set forth in a letter
delivered to the Company) that he has a permanent infirmity or disability which
renders him incapable of performing his customary duties.

                  (e)      This Agreement shall terminate automatically upon the
death of the Employee, in which case, the Company shall pay to the legal
representative of Employee's estate (or heir as designated by the legal
representative of Employee's estate at such time), within thirty (30) days
following the date of Employee's death, the portion of the compensation provided
in Sections 3(a), (b) and (c), accrued and unpaid through the date of death; and
Employee (or such legal representative or any heirs) shall not be entitled to
any other compensation, remuneration, sums or benefits provided for in this
Agreement or to which Employee might otherwise be entitled hereunder or at law
or in equity.

                                       4


                  (f)      The following provisions shall apply in the event of
a Change in Control (as defined below).

                           (i)      In the event a Change in Control occurs at
any time while Employee is employed hereunder, and within the 60-day period
prior to the date of the Change in Control or at any time on or during the two
(2) year period following the date of the Change in Control, (A) Employee's
employment is or has been terminated by the Company without Cause pursuant to
Section 5(c), (B) the Company elects not to renew this Agreement or (C) (1)
Employee is required to relocate to an office not located in Miami-Dade County,
Broward County or Palm Beach County, Florida, without Employee's consent to such
relocation and (2) as a result Employee resigns as an employee of the Company,
then Employee shall receive after such termination, non-renewal or resignation
an amount equal to the then gross annual salary described in Section 3(a) which
would be due to Employee if employment under this Agreement continued until the
later of (x) twelve (12) months after such termination, non-renewal or
resignation or (y) twenty-four (24) months after the date of the Change in
Control (the "Severance Period"), which amount shall be paid on the basis of
regularly occurring payroll payments as if Employee were still employed by the
Company; provided, however, that, if the Severance Period exceeds twelve (12)
months, such obligation to pay gross annual salary after the first twelve (12)
months of the Severance Period shall be excused during any period after the
expiration of the first twelve (12) months of the Severance Period that Employee
has new employment providing for a gross annual salary at least equal to the
gross annual salary in effect hereunder at termination of employment, and, to
the extent any such new employment is for a lower gross annual salary, the
Company's obligation shall be reduced by the amount of the new gross annual
salary; and further provided that the Company's obligations to make any such
severance payments shall be expressly conditioned upon Employee first delivering
a fully executed general release of all claims against the Company and Employee
being and remaining in full compliance with Employee's covenants and agreements
under this Agreement. For purposes of this Section, Section 5(c) and Section
6(b)(iv), Employee shall have an obligation to inform the Company regarding
Employee's employment status following termination and during the Severance
Period.

                           (ii)     For purposes of this Agreement, a Change in
Control shall be deemed to have occurred upon the acquisition, by sale or
merger, in one or more transactions by any person or entity, of beneficial
ownership of thirty-five percent (35%) or more of the combined voting power of
the Company's then outstanding voting securities (the "Voting Securities"),
provided, however, that for purposes hereof any Voting Securities acquired (by
sale, merger, consolidation or in any other manner) from the Company by any
person shall be excluded from the determination of such person's beneficial
ownership of Voting Securities; provided, however, that, notwithstanding the
foregoing, (x) a Change In Control shall not be deemed to occur solely because
thirty-five percent (35%) or more of the then outstanding Voting Securities is
acquired by (1) a trustee or other fiduciary holding securities under one or
more employee benefit plans maintained by the Company or any of its subsidiaries
or (2) Bruce M. Goldberg and/or Paul Goldberg and/or any member of their
respective immediate family and/or any person or entity directly or indirectly
controlled, under common control with or controlled by any, same or all of them
and (y) a Change In Control shall not be deemed to have occurred in any
transaction described hereinabove if after said transaction Bruce M. Goldberg or
Paul Goldberg remain as any one or more of the Chairman of the Board, Chief
Executive Officer or President of the Company or the successor thereto.

                                       5


                           (iii)    In the event a Change in Control occurs at
any time while Employee is employed hereunder, and within the 60-day period
prior to the date of the Change in Control or at any time on or during the two
(2) year period following the date of the Change in Control, Employee's
employment is or has been terminated by the Company pursuant to Section 5(c) or
the Company elects not to renew this Agreement, all options granted by the
Company to Employee to acquire shares of capital stock of the Company shall
automatically vest upon such termination or non-renewal, and all existing stock
option agreements between the Company and Employee are hereby amended to provide
for such automatic vesting.

         6.       COVENANT NOT TO COMPETE.

                  (a)      NON-DISCLOSURE OF CONFIDENTIAL INFORMATION.

                           (i)      Confidential Information. Employee
acknowledges that Employee has been informed by the Company of the Company's
policy to maintain as secret and confidential all information relating to (A)
the financial condition, businesses and interests of the Company and its
Affiliates (as hereinafter defined), (B) the systems, know-how and records,
reports, products, services, costs, asset values, customer lists, inventions,
computer software programs, marketing and sales techniques and/or programs,
methods, methodologies, manuals, lists and other trade secrets heretofore or
hereafter acquired, sold, developed, maintained and/or used by the Company and
its Affiliates and (C) the nature and terms of the Company's and its Affiliates'
relationships with their respective customers, suppliers, lenders, underwriters,
vendors, consultants, independent contractors, attorneys, accountants and
employees (all such information being hereinafter collectively referred to as
"Confidential Information"). Employee further acknowledges that such
Confidential Information is of great value to the Company and/or its Affiliates
and, as a result of Employee's employment by the Company, Employee will be
making use of, acquiring and/or adding to such Confidential Information.
Therefore, Employee understands that it is reasonably necessary to protect the
Company's and its Affiliates' goodwill and business interests that Employee
agree and, accordingly, Employee does hereby agree, that Employee will not
directly or indirectly at any time hereafter divulge or disclose for any purpose
whatsoever to any persons, firms, corporations or other entities other than the
Company or its Affiliates (hereinafter referred to collectively as "Third
Parties"), or use or cause or authorize any Third Parties to use, any such
Confidential Information, except specifically and only to the extent required in
connection with the strict performance of Employee's duties with the Company, as
otherwise required by law or to the extent that the information or materials
become publicly known other than through the actions or inactions of such
Employee. The term "Affiliate", as used in this Agreement with respect to the
Company, shall mean and include any and all subsidiaries, parent or sister
corporations, and any person or entity controlling, controlled by or under
common control of the Company.

                                       6


                           (ii)     Company Materials. In accordance with the
foregoing, Employee furthermore agrees that (A) Employee will at no time retain
or remove from the premises of the Company or its Affiliates any products,
prototypes, drawings, notebooks, software programs or discs or similar
containers of software, manuals, data, books, records, reports, lists, materials
or documents of any kind or description for any purpose unconnected with the
strict performance of Employee's duties with the Company and (B) upon the
cessation or termination of Employee's employment with the Company for any
reason, Employee shall forthwith deliver or cause to be delivered up to the
Company any and all drawings, notebooks, software programs or discs or similar
containers of software, manuals, data, books, records, reports, lists, materials
and other documents and materials in Employee's possession or under Employee's
control relating to any Confidential Information or any other material or thing
which is otherwise the property of the Company or its Affiliates. The terms of
this paragraph are in addition to, and not in lieu of, any common law, statutory
or other contractual obligations that Employee may have relating to such
Confidential Information.

                  (b)      NONSOLICITATION AND COVENANT-NOT-TO-COMPETE

                           (i)      Intangible Business Assets. Employee
acknowledges that:

                                    A.       The Company has made significant
investment in the development, maintenance and preservation of its Confidential
Information and its trade secrets, marketing methodology, relationship with its
various customers and vendors, both past, current and prospective, in the
development and maintenance of its distributorship rights, in the hiring,
training and development of its employees and in the development, maintenance
and preservation of its goodwill, including that associated with its name, trade
dress and various trade marks (collectively "Intangible Business Assets").

                                    B.       The Company has a legitimate
business interest in maintaining and protecting the value of these Intangible
Business Assets and in preventing the unauthorized use or misappropriation of
any one of the same.

                                    C.       The use of any of these Intangible
Business Assets other than in furtherance of the business interests of the
Company would provide the unauthorized user with an unfair competitive advantage
and would be detrimental to the Company.

                           (ii)     Products and Services. In view of (A) the
above acknowledgments by Employee, (B) the Confidential Information known to and
to be obtained by or disclosed to Employee (including, without limitation,
Employee's knowledge of, and familiarity and relationships with, the Company's
other employees and the Company's customers and suppliers), (C) the Intangible
Business Assets to be utilized by or for Employee, (D) the know-how acquired and
to be acquired by Employee, and (E) the compensation paid and payable to
Employee under and pursuant to this Agreement, and as a material inducement to
the Company to enter into this Agreement and to employ or continue to employ
Employee and to pay to Employee the compensation Employee will be receiving,
Employee covenants and agrees that, for as long as Employee is employed by the
Company and for the balance of the Non-Compete Period (as hereinafter defined),
Employee shall not, directly or indirectly, become employed by, consult with,

                                       7


assist any person or entity in competing or be associated with in any capacity
whatsoever (including, as greater than a 5% owner or shareholder, employee,
officer, director, agent or independent contractor) any enterprise competitive
with the business of the Company or its Affiliates located anywhere within the
continental United States which provides any of the products sold, marketed, or
distributed by the Company or its Affiliates, or provides services comparable to
that provided by the Company or its Affiliates, to customers located in any
county, city or town or comparable governmental unit in which the Company has
provided goods or services to customers during the one (1) year period prior to
Employee ceasing to be an employee of the Company (the "Geographical
Territory"). Employee acknowledges that the business of the Company and its
Affiliates is worldwide in scope, that one can effectively compete with such
business in the Geographical Territory from anywhere in the continental United
States, and that, therefore, such geographical area of restriction is reasonable
in the circumstances to protect the Company's legitimate business interests. For
purposes of this Agreement, the "Non-Compete Period" shall mean the later to
occur of: (x) the period of time commencing on the Effective Date and ending one
hundred and eighty (180) days after the date Employee ceases voluntarily or
involuntarily for any reason to be employed by the Company; (y) the date
Employee ceases to receive any portion of the compensation set forth in Section
5 from the Company unless as a result of Employee's breach hereunder; and (z)
the expiration of the balance of the then existing employment term under this
Agreement as if no early termination of employment had occurred; provided,
however, that this subsection (z) shall not apply if Employee is terminated
without Cause pursuant to Section 5(c).

                           (iii)    Work Force, Customers and Suppliers. The
Company has made and will continue to make a significant investment in
developing and training a competent work force and developing its supplier and
customer base. Accordingly, Employee acknowledges that the scope of the
abilities of, and compensation paid to, such employees, and the support and
strategic value of its supplier base, are all valuable and Confidential
Information and/or Intangible Business Assets. Further, Employee acknowledges
that the Company's continued viability and success is in large part contingent
upon maintaining a stable, trained and competent work force. During the course
of his employment with the Company, and for a period of one (1) year thereafter,
regardless of the reason for termination thereof, Employee will not directly or
indirectly solicit, entice, encourage, or cause, any employee of the Company or
any of its Affiliates to leave the employ of the Company or any of its
Affiliates (as the case may be), nor will Employee, directly hire, or cause or
assist another person or entity to hire, any such employee or any person who was
an employee of the Company or any of its Affiliates within one year prior to
Employee ceasing to be an employee of the Company. Furthermore, during the two
(2) year period after cessation of employment, Employee shall not (A) submit a
quotation for, or offer to sell or sell, any product or service competitive with
the Company or any of its Affiliates to any customer of the Company or any of
its Affiliates or any person or entity who was a customer of the Company or any
of its Affiliates within two (2) years prior to Employee ceasing to be an
employee of the Company, or solicit the business of any customer of the Company
or any of its Affiliates, or (B) obtain for resale from any major supplier of
the Company or any of its Affiliates any products of the type that the Company
or any of its Affiliates purchases, or has purchased within one-year prior to

                                       8


Employee ceasing to be an employee of the Company, for resale. A major supplier
of the Company or its Affiliates is one whose products account for one-half
(1/2%) percent or more of the sales of the Company and its Affiliates viewed as
a group.

                           (iv)     Application. The foregoing restrictions
shall apply in all circumstances of termination of Employee's employment;
provided, however, that (A) if Employee's employment is terminated pursuant to
Section 5(c) or Section 5(f) of this Agreement, such restrictions are
conditioned upon the Company complying in all material respects with its
severance obligations under and to the extent required by Section 5(c) or
Section 5(f), and (B) upon the expiration of the term of employment (including
all extensions), such restrictions are conditioned upon the Company paying to
Employee during the six (6) month period following such expiration the gross
annual salary then in effect; provided, however, that the Company may, at any
time after such expiration of the term of employment hereunder, in its sole
discretion, cease paying any such gross annual salary to Employee in exchange
for Employee being released from the restrictions set forth in Section 6(b)(ii)
(but not Section 6(b)(iii) which shall continue to apply) effective as of the
date of such cessation of salary payments. In addition, such obligation to pay
gross annual salary for six (6) months shall, without affecting the validity of
the restrictive covenants herein contained, be excused at such time, if any, as
Employee accepts new employment providing for a gross annual salary at least
equal to the gross annual salary in effect hereunder at termination of
employment, and, to the extent any such new employment is for a lower gross
annual salary, from and after such time, for the remainder of the six (6) month
period, the Company's obligation shall be reduced by the amount of the new gross
annual salary.

                  (c)      THE COMPANY'S REMEDIES FOR BREACH. Employee covenants
and agrees that, if Employee shall violate or breach any of Employee's covenants
provided for in Sections 6(a) or (b) of this Agreement, the Company and/or its
Affiliates shall be entitled to an accounting and repayment of all profits,
compensation, commissions, remunerations and benefits which Employee has
realized and realizes as a result of, growing out of or in connection with any
such violation or breach and the Company's obligation to make any severance
payments to Employee under Section 5 of this Agreement shall automatically
terminate. In addition, in the event of a breach or violation or threatened or
imminent breach or violation of any provisions of Sections 6(a) or (b) of this
Agreement, the Company and/or its Affiliates shall be entitled to a temporary
and permanent injunction or any other appropriate decree of specific performance
or equitable relief from a court of competent jurisdiction in order to prevent,
prohibit or restrain any such breach or violation or threatened or imminent
breach or violation by Employee, by Employee's partners, agents, associates,
affiliates, representatives, servants, employers or employees and/or by any
other Third Parties. The Company shall be entitled to such injunctive or other
equitable relief in addition to any damages which are suffered, together with
reasonable attorneys' and paralegals' fees and costs and other costs incurred in
connection with any such breach or violation or threatened breach or violation,
whether or not suit is brought, and at both trial and at all appellate levels.
It is understood that resort by the Company and/or its Affiliates to such
injunctive or other equitable relief shall not be deemed to waive or to limit in
any respect any other rights or remedies which the Company or its Affiliates may

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have with respect to such breach or violation. The Company's Affiliates may
enforce these provisions directly in their own names and right.

                  (d)      REASONABLENESS OF RESTRICTIONS

                           (i)      Reasonableness. Employee acknowledges that
any breach or violation of Sections 6(a) or (b) of this Agreement will cause
irreparable injury and damage and incalculable harm to the Company and its
Affiliates and that it would be very difficult or impossible to measure all of
the damages resulting from any such breach or violation. Employee further
acknowledges that Employee has carefully read and considered the provisions of
Sections 6(a), (b) and (c) of this Agreement and, having done so, agrees that
the restrictions and remedies set forth in such Sections (including, but not
limited to, the time period, geographical areas and types of restrictions
imposed) are fair and reasonable and are reasonably required for the protection
of the business, trade secrets, interests and goodwill of the Company and its
Affiliates.

                           (ii)     Severability. Employee understands and
intends that each provision and restriction agreed to by Employee in Sections
6(a), (b) and (c) of this Agreement shall be construed as separate and divisible
from every other provision and restriction. In the event that any one of the
provisions of, or restrictions in, Sections 6(a), (b) and/or (c) of this
Agreement shall be held to be invalid or unenforceable, and is not reformed by a
court of competent jurisdiction, the remaining provisions thereof and
restrictions therein shall nevertheless continue to be valid and enforceable as
though the invalid or unenforceable provisions or restrictions had not been
included. In the event that any such provision relating to time period,
geographical area and/or type of restriction shall be declared by a court of
competent jurisdiction to exceed the maximum or permissible time period,
geographical area or type of restriction such court deems reasonable and
enforceable, said time period, geographical area and/or type of restriction
shall be deemed to become and shall thereafter be the maximum time period,
geographical area and/or type of restriction which such court deems reasonable
and enforceable.

         7.       NOTICES. Whenever any notice, payment, or other communication
is required to be given or delivered pursuant to this Agreement, such notice
shall be given in writing, and shall be delivered in person or by certified
mail, return receipt requested, and shall be sufficiently given if received,
delivered personally or if mailed, addressed as follows: If to the Company, to
All American Semiconductor, Inc., 16115 N.W. 52nd Avenue, Miami, Florida 33014,
Attention: Chief Executive Officer; and if to Employee, to his residence with a
copy to his office at the Company, or such other address as either party hereto
may by written notice designate to the other party in accordance with this
Section. Notices delivered personally or by courier shall be deemed given as of
actual receipt; mailed notices shall be deemed given as of four (4) days after
mailing.

         8.       GOVERNING LAW. This Agreement shall be governed by and
construed under the laws of the State of Florida.

                                       10


         9.       LEGAL PROCEEDINGS. Any and all legal proceedings between the
parties hereto arising from this Agreement shall be commenced only in Miami-Dade
County, Florida. Both parties agree to jurisdiction and venue in the courts of
Miami-Dade County, Florida.

         10.      ATTORNEYS' FEES AND COSTS. If any action at law or in equity
is necessary to enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorneys, fees, costs and necessary
disbursements in addition to any other relief to which it or he may be entitled,
before and at trial, whether or not trial on the merits occurs, and at all
tribunal levels.

         11.      SEVERABILITY. If any provision of this Agreement shall be held
void, voidable, invalid, or unenforceable, the remainder of this Agreement shall
nevertheless remain in full force and effect. If any provision is held void,
voidable, invalid or unenforceable with respect to particular circumstances, it
shall nevertheless remain in full force and effect with respect to all other
circumstances.

         12.      HEADINGS. Titles or headings of paragraphs contained in this
Agreement are inserted only as a matter of convenience and for reference, and in
no way define, limit, extend or prescribe the scope of this Agreement or the
intent of any provision.

         13.      ENTIRE AGREEMENT; MODIFICATION; WAIVER. This Agreement
constitutes the entire agreement between the parties with respect to the subject
matter hereof and supersedes all prior and contemporaneous oral and written
understandings and agreements between the parties. The provisions of this
Agreement may not be waived, modified or amended except by a writing signed by
the party sought to be bound. Waiver by either of the parties of a breach by the
other of the parties of any of the terms of this Agreement shall not be deemed a
waiver of future non-compliance herewith. An attempted modification that fails
to comply with this Section shall not operate as a waiver.

         14.      COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original, and which
together shall constitute one and the same instrument.

         15.      SURVIVABILITY. No termination of Employee's employment or any
purported termination or the expiration of this Agreement shall terminate any
obligation of the Company or Employee which, by its terms, applies to a stated
period following termination or expiration of this Agreement or termination of
employment, as the case may be. Specifically, but without limiting the
generality of the foregoing, no such expiration or termination shall relieve
Employee of any of his obligations under Section 6, or shall relieve the Company
of any of its obligations under Sections 3 and 5.

                                       11


         16.      SUCCESSION. This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective legal representatives,
heirs, assignees and/or successors in interest of any kind whatever; provided,
however, that Employee acknowledges and agrees that Employee cannot assign or
delegate any of Employee's rights, duties, responsibilities or obligations
hereunder to any other person or entity. The Company shall have the right to
assign its rights, including its rights under Section 6 of this Agreement, and
delegate its duties under this Agreement.

         IN WITNESS WHEREOF, the Company and Employee have duly executed this
Agreement as of the day and year first above written.

                                        COMPANY:

                                        ALL AMERICAN SEMICONDUCTOR, INC., a
                                        Delaware corporation


                                        By: /s/ HOWARD L. FLANDERS
                                            ------------------------------------
                                            Howard L. Flanders
                                            Executive Vice President and
                                            Chief Financial Officer

                                        EMPLOYEE:

                                        /s/ JOHN JABLANSKY
                                        ----------------------------------------
                                        John Jablansky

                                       12