KENT ELECTRONICS CORP, 424B3, 1996-12-17

KENT ELECTRONICS CORP
424B3, 1996-12-17
ELECTRONIC PARTS & EQUIPMENT, NEC

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<PAGE> 1
Filed Pursuant to Rule 424(B)(3)
Registration No. 333-13701

[KENT LETTERHEAD]

December 12, 1996

To the Shareholders of Kent Electronics Corporation:

You are hereby asked to consider and act upon a proposal to approve a
Reorganization Agreement dated as of September 25, 1996 (the "Merger
Agreement"), providing for the merger (the "Merger") of Wire & Cable Specialties
Corporation ("Wire & Cable"), a Georgia corporation, and Futronix Corporation
("Futronix"), a Texas corporation, with and into Futronix Acquisition Company
("Futronix Acquisition"), a Texas corporation and a wholly-owned subsidiary of
Kent Electronics Corporation ("Kent"), a Texas corporation. You are also asked
to consider and act upon a proposal to approve an amendment (the "Amendment") to
the Kent Articles of Incorporation, as amended, to increase the number of
authorized shares of common stock, no par value (the "Kent Common Stock"), from
30,000,000 shares to 60,000,000 shares.

Subject to the terms and conditions of the Merger Agreement, if the Merger
is approved by (i) the holders of Common Stock, Convertible Preferred Stock and
Nonconvertible Preferred Stock of Futronix (the "Futronix Shareholders"), (ii)
the shareholders of Wire & Cable (the "Wire & Cable Shareholders"), and (iii)
the shareholders of Kent (the "Kent Shareholders"), Wire & Cable and Futronix
will be merged with and into Futronix Acquisition, which is a wholly-owned
subsidiary of Kent. Assuming that there are no dissenting Futronix Shareholders
or exercise of outstanding Futronix warrants, upon the consummation of the
Merger and in accordance with the terms of the Merger Agreement: (i) each of
1,243,985 outstanding shares of Class A Common Stock of Futronix, par value $.01
per share (the "Futronix Class A Common Stock"), 344,250 outstanding shares of
Class B Common Stock of Futronix, par value $.01 per share (the "Futronix Class
B Common Stock"), 48,500 outstanding shares of Class C Common Stock of Futronix,
par value $.01 per share (collectively, with the Futronix Class A Common Stock
and the Futronix Class B Common Stock, the "Futronix Common Stock"), and
1,000,000 outstanding shares of Convertible Preferred Stock of Futronix, par
value $1.00 per share (the "Futronix Convertible Preferred Stock"), will be
converted into the right to receive 0.39077 shares of Kent Common Stock, (ii)
2,200,000 outstanding shares of Nonconvertible Preferred Stock of Futronix, par
value $1.00 per share (the "Futronix Nonconvertible Preferred Stock"), will be
converted into the right to receive $1.00 per share in cash, without interest,
(iii) each of 680,673 outstanding warrants to purchase shares of Futronix Class
A Common Stock and Futronix Class B Common Stock (the "Futronix Warrants") will,
pursuant to the terms thereof, be converted into the right to purchase 0.39077
shares of Kent Common Stock for each share of Futronix Common Stock for which a
Futronix Warrant is now exercisable, and (iv) each of the 1,000 outstanding
shares of Common Stock of Wire & Cable, par value $1.00 per share (the "Wire &
Cable Common Stock"), will be converted into the right to receive 812.052 shares
of Kent Common Stock.

Immediately after the consummation of the Merger, assuming all outstanding
Futronix Warrants are exercised, the Futronix Shareholders will own
approximately 5.0% of the then outstanding shares of Kent Common Stock, and the
Wire & Cable Shareholders will own approximately 3.1% of the then outstanding
shares of Kent Common Stock.

Kent currently has 23,941,122 shares of Kent Common Stock outstanding and
commitments to reserve 4,252,805 additional shares subject to various stock
option plans. The Board has approved the Amendment in order to provide for the
issuance of Kent Common Stock in the Merger and to provide future flexibility in
connection with acquisitions, stock options and capital raising.

The Merger is contingent upon the approval of the Amendment by the Kent
Shareholders, and the affirmative vote of at least 66 2/3% of the outstanding
shares of Kent Common Stock is required to approve the Merger and the Amendment.
After careful consideration, the Kent Board of Directors has determined that the
Merger and the Amendment and the transactions contemplated thereby are in the
best interests of Kent and the Kent Shareholders. The directors and executive
officers of Kent have advised Kent that they intend to vote the shares of Kent
Common Stock held by them in favor of the Merger and the Amendment.
<PAGE> 2

Enclosed is a Joint Proxy Statement/Prospectus containing detailed
information concerning the Merger, the Amendment and the transactions
contemplated thereby. Please sign, date and return the enclosed proxy at your
earliest convenience.

THE BOARD OF DIRECTORS OF KENT UNANIMOUSLY RECOMMENDS THAT THE KENT
SHAREHOLDERS APPROVE THE MERGER AND THE AMENDMENT.

Sincerely,

Morrie K. Abramson
Chairman, Chief Executive Officer
and President

YOU ARE URGED TO SIGN AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE
PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE> 3

KENT ELECTRONICS CORPORATION
7433 Harwin Drive
Houston, Texas 77036

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 17, 1997

To the Shareholders of
Kent Electronics Corporation:

Notice is hereby given that a Special Meeting of Shareholders (the "Kent
Special Meeting") of Kent Electronics Corporation ("Kent") will be held at the
25th Floor Conference Room, Texas Commerce Tower, 600 Travis, Houston, Texas
77002, at 9:00 a.m., local time, on Friday, January 17, 1997, for the following
purposes:

(1) To consider and vote upon a proposal, recommended by the Board of
Directors of Kent, to approve the Reorganization Agreement dated September
25, 1996 (the "Merger Agreement") among Kent, Futronix Acquisition Company,
Futronix Corporation ("Futronix"), Wire & Cable Specialties Corporation
("Wire & Cable") and Certain Shareholders and Affiliates of Futronix and
Wire & Cable, pursuant to which Futronix and Wire & Cable will merge with
and into Futronix Acquisition Company, a wholly-owned subsidiary of Kent
(the "Merger").

(2) To consider and vote upon a proposal, recommended by the Board of
Directors of Kent, to amend Kent's Articles of Incorporation, as amended,
to increase the number of authorized shares of common stock, without par
value, from 30 million shares to 60 million shares (the "Amendment"). The
Merger is contingent upon the requisite approval of the Amendment by the
shareholders of Kent.

(3) To transact such other business as may properly come before the
Kent Special Meeting and any adjournments thereof.

Shareholders of record at the close of business on November 26, 1996 will
be entitled to notice of and to vote at the Kent Special Meeting, or any
adjournment or adjournments thereof. Shareholders are cordially invited to
attend the Kent Special Meeting in person. Those who will not attend and who
wish their shares to be voted are requested to sign, date and mail promptly the
enclosed proxy for which a stamped return envelope is provided. The specific
details of the Merger are fully described in the accompanying Joint Proxy
Statement/Prospectus and in the Merger Agreement. A copy of the Merger Agreement
is attached to the Joint Proxy Statement/Prospectus as Appendix I.

By Order of the Board of Directors

Stephen J. Chapko, Secretary

Houston, Texas

December 12, 1996

WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE KENT SPECIAL MEETING, YOU ARE
URGED TO SIGN, DATE AND MAIL PROMPTLY THE ENCLOSED PROXY. IF YOU ATTEND THE KENT
SPECIAL MEETING, YOU CAN VOTE EITHER IN PERSON OR BY YOUR PROXY.
<PAGE> 4
[FUTRONIX LOGO]

December 12, 1996

To the Holders of Class A Common Stock, Class B Common Stock, Class C Common
Stock, Convertible Preferred Stock and Nonconvertible Preferred Stock of
Futronix Corporation:

Subject to the terms and conditions of the Merger Agreement, if the Merger
is approved by (i) the holders of Common Stock, Convertible Preferred Stock and
Nonconvertible Preferred Stock of Futronix (the "Futronix Shareholders"), (ii)
the shareholders of Wire & Cable (the "Wire & Cable Shareholders"), and (iii)
the shareholders of Kent (the "Kent Shareholders"), Wire & Cable and Futronix
will be merged with and into Futronix Acquisition, which is a wholly-owned
subsidiary of Kent. Assuming that there are no dissenting Futronix Shareholders
or exercise of outstanding Futronix Warrants, upon the consummation of the
Merger and in accordance with the terms of the Merger Agreement: (i) each of
1,243,985 outstanding shares of Class A Common Stock of Futronix, par value $.01
per share (the "Futronix Class A Common Stock"), 344,250 outstanding shares of
Class B Common Stock of Futronix, par value $.01 per share (the "Futronix Class
B Common Stock"), 48,500 outstanding shares of Class C Common Stock of Futronix,
par value $.01 per share (collectively, with the Futronix Class A Common Stock
and the Futronix Class B Common Stock, the "Futronix Common Stock"), and
1,000,000 outstanding shares of Convertible Preferred Stock of Futronix, par
value $1.00 per share (the "Futronix Convertible Preferred Stock"), will be
converted into the right to receive 0.39077 shares of Kent Common Stock, (ii)
2,200,000 outstanding shares of Nonconvertible Preferred Stock of Futronix, par
value $1.00 per share (the "Futronix Nonconvertible Preferred Stock"), will be
converted into the right to receive $1.00 per share in cash, without interest,
(iii) each of 680,673 outstanding warrants to purchase shares of Futronix Class
A Common Stock and Futronix Class B Common Stock (the "Futronix Warrants") will,
pursuant to the terms thereof, be converted into the right to purchase 0.39077
shares of Kent Common Stock for each share of Futronix Common Stock for which a
Futronix Warrant is now exercisable, and (iv) each of the 1,000 outstanding
shares of Common Stock of Wire & Cable, par value $1.00 per share (the "Wire &
Cable Common Stock"), will be converted into the right to receive 812.052 shares
of Kent Common Stock.

The consent of at least 66 2/3% of each class of outstanding Futronix Stock
is required to approve the Merger. After careful consideration, the Board of
Directors of Futronix has determined that the Merger and the transactions
contemplated thereby are in the best interests of Futronix and its shareholders.
The Board of Directors of Futronix unanimously recommends that the Futronix
Shareholders approve the Merger. Mr. Terrence M. Hunt, President of Futronix,
and two other affiliates of Futronix, Overseas Equity Investor Partners and
Bradford Venture Partners, L.P., who in the aggregate hold or otherwise control
approximately 87.9%, 100%, 90.2%, and 80.8% of the outstanding shares of
Futronix Class A Common Stock, Futronix Class B Common Stock, Futronix
Convertible Preferred Stock and Futronix Nonconvertible Preferred Stock,
respectively, have agreed to vote their shares in favor of the Merger. Mr. Hunt
will become an Executive Vice President and a director of Kent immediately
following the Merger, and he will enter into an employment agreement with Kent
and Futronix Acquisition.

12614 HEMPSTEAD HWY. - HOUSTON, TEXAS 77092-4527
TEL 713 329 1100 - 800 447 4071 - FAX 713 329 1111 - http://www.futronix.com/
[FUTRONIX LETTERFOOT]
<PAGE> 5

Enclosed is a Joint Proxy Statement/Prospectus containing detailed
information concerning the Merger and the transactions contemplated thereby.
Please sign, date and return the enclosed proxy at your earliest convenience.

PLEASE DO NOT SEND IN ANY FUTRONIX STOCK CERTIFICATES WITH YOUR EXECUTED
PROXY. ALL STOCK CERTIFICATES SHOULD BE RETURNED WITH YOUR COMPLETED LETTER OF
TRANSMITTAL.

Sincerely,

Terrence M. Hunt
President and Secretary

YOU ARE URGED TO SIGN AND RETURN THE ENCLOSED PROXY
IN THE ENVELOPE PROVIDED, WHICH REQUIRES
NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE> 6

FUTRONIX CORPORATION
12614 Hempstead Highway
Houston, Texas 77092

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 17, 1997

To the Shareholders of
Futronix Corporation:

Notice is hereby given that a Special Meeting of Shareholders (the
"Futronix Special Meeting") of Futronix Corporation ("Futronix") will be held at
the offices of Futronix, 12614 Hempstead Highway, Houston, Texas 77092, at 9:00
a.m., local time, on Friday, January 17, 1997, for the following purposes:

(1) To consider and vote upon a proposal, recommended by the Board of
Directors of Futronix, to approve the Reorganization Agreement dated
September 25, 1996 (the "Merger Agreement"), among Kent Electronics
Corporation ("Kent"), Futronix Acquisition Company, Futronix, Wire & Cable
Specialties Corporation ("Wire & Cable") and Certain Shareholders and
Affiliates of Futronix and Wire & Cable, pursuant to which Futronix and
Wire & Cable will merge with and into Futronix Acquisition Company, a
wholly-owned subsidiary of Kent (the "Merger").

(2) To transact such other business as may properly come before the
Futronix Special Meeting and any adjournments thereof.

Shareholders of record at the close of business on December 7, 1996 will be
entitled to notice of and to vote at the Futronix Special Meeting, or any
adjournment or adjournments thereof. Shareholders are cordially invited to
attend the Futronix Special Meeting in person. Those who will not attend and who
wish their shares to be voted are requested to sign, date and mail promptly the
enclosed proxy for which a stamped return envelope is provided. The specific
details of the Merger are fully described in the accompanying Joint Proxy
Statement/Prospectus and in the Merger Agreement. A copy of the Merger Agreement
is attached to the Joint Proxy Statement/Prospectus as Appendix I.

By Order of the Board of Directors

Terrence M. Hunt, Secretary

Houston, Texas

December 12, 1996

WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE FUTRONIX SPECIAL MEETING, YOU
ARE URGED TO SIGN, DATE AND MAIL PROMPTLY THE ENCLOSED PROXY. IF YOU ATTEND THE
FUTRONIX SPECIAL MEETING, YOU CAN VOTE EITHER IN PERSON OR BY YOUR PROXY.
<PAGE> 7

KENT ELECTRONICS CORPORATION

PROSPECTUS
------------------------
KENT ELECTRONICS CORPORATION FUTRONIX CORPORATION

JOINT PROXY STATEMENT

This Joint Proxy Statement/Prospectus is being furnished to (i) shareholders
of Kent Electronics Corporation, a Texas corporation ("Kent"), in connection
with the solicitation of proxies by its Board of Directors (the "Kent Board")
for use at the special meeting of shareholders of Kent (the "Kent Special
Meeting") scheduled to be held on January 17, 1997, at 9:00 a.m., Houston time,
at 25th Floor Conference Room, Texas Commerce Tower, 600 Travis, Houston, Texas,
and any adjournment or postponement thereof, and (ii) shareholders of Futronix
Corporation, a Texas corporation ("Futronix"), in connection with the
solicitation of proxies by its Board of Directors (the "Futronix Board") for use
at the special meeting of shareholders of Futronix (the "Futronix Special
Meeting"), scheduled to be held on January 17, 1997, at 9:00 a.m., Houston time,
at the offices of Futronix, 12614 Hempstead Highway, Houston, Texas, and any
adjournment or postponement thereof. A separate offering memorandum is being
furnished to the shareholders of Wire & Cable Specialties Corporation, a Georgia
corporation ("Wire & Cable"), in connection with the execution of a written
consent of its shareholders (the "Wire & Cable Consent") to be executed on or
before January 10, 1997.

SEE "RISK FACTORS" ON PAGE 10 FOR A DISCUSSION OF CERTAIN CONSIDERATIONS IN
EVALUATING THE MERGER.

At the Kent Special Meeting, the Futronix Special Meeting, and in the Wire &
Cable Consent, the holders (the "Kent Shareholders") of Kent common stock, no
par value ("Kent Common Stock"), the holders (the "Futronix Shareholders") of
Futronix Class A common stock, par value $0.01 per share ("Futronix Class A
Common Stock"), Futronix Class B common stock, par value $0.01 per share
("Futronix Class B Common Stock"), Futronix Class C common stock, par value
$0.01 per share ("Futronix Class C Common Stock," and, collectively with the
Futronix Class A Common Stock and the Futronix Class B Common Stock, the
"Futronix Common Stock"), Futronix convertible preferred stock, par value $1.00
per share ("Futronix Convertible Preferred Stock"), Futronix nonconvertible
preferred stock, par value $1.00 per share ("Futronix Nonconvertible Preferred
Stock," and collectively with the Futronix Common Stock and Futronix Convertible
Preferred Stock, the "Futronix Stock"), and the holders (the "Wire & Cable
Shareholders") of common stock, par value $1.00 per share, of Wire & Cable
("Wire & Cable Common Stock"), respectively, will be asked to consider and vote
upon a proposal to approve the merger (the "Merger") of Futronix and Wire &
Cable with and into Futronix Acquisition Company ("Futronix Acquisition"), a
Texas corporation and wholly-owned subsidiary of Kent, with Futronix Acquisition
being the surviving corporation (sometimes referred to herein as the "Surviving
Corporation"), pursuant to the Reorganization Agreement dated September 25, 1996
(the "Merger Agreement") among Kent, Futronix Acquisition, Futronix, Wire &
Cable and certain shareholders and affiliates of Futronix and Wire & Cable. Such
approvals are conditions to consummating the Merger.

Upon consummation of the Merger, Futronix Acquisition will be a wholly-owned
subsidiary of Kent, holders of the issued and outstanding shares of Futronix
Common Stock and Futronix Convertible Preferred Stock (other than shares owned
by Futronix Shareholders that perfect dissenters' rights under Texas law) will
receive, at the effective time of the Merger, 0.39077 shares of Kent Common
Stock for each share of Futronix Common Stock or Futronix Convertible Preferred
Stock held by them, and the Wire & Cable Shareholders will receive, at the
effective time of the Merger, 812.052 shares of Kent Common Stock for each share
of Wire & Cable Common Stock held by them. The holders of issued and outstanding
shares of Futronix Nonconvertible Preferred Stock (other than shares owned by
Futronix Shareholders that perfect dissenters' rights under Texas law) will
receive $1.00 per share in cash, without interest. Each outstanding warrant of
Futronix (the "Futronix Warrant"), with an exercise price of $0.01 per share, to
purchase Futronix Class A Common Stock or Futronix Class B Common Stock, not
exercised before the Merger, will be converted into the right to purchase, at
$0.01 per share, 0.39077 shares of Kent Common Stock for each share of Futronix
Common Stock for which the Futronix Warrant is now exercisable. See "The
Merger-Exchange of Stock Certificates and Warrants."

Under Texas law, the Futronix Shareholders will have dissenters' rights of
appraisal in connection with the Merger. See "The Merger-Dissenters' Rights,"
and Appendix II. In order to exercise such dissenters' rights of appraisal
properly, and in addition to other requirements of Texas law, a dissenting
Futronix Shareholder must refrain from voting in favor of the Merger.

This Joint Proxy Statement/Prospectus also constitutes a prospectus of Kent
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the issuance of up to 1,296,343 shares of Kent Common Stock that may
be issued in consideration of the Merger to the Futronix Shareholders. A
separate offering memorandum is being furnished to the Wire & Cable Shareholders
covering 812,052 shares of Kent Common Stock to be issued in consideration of
the Merger pursuant to an exemption from registration under the Securities Act.

At the Kent Special Meeting, the holders of Kent Common Stock will also be
asked to consider and vote upon a proposal to approve an amendment (the
"Amendment") to the Kent Articles of Incorporation, as amended, to increase the
number of authorized shares of Kent Common Stock from 30,000,000 shares to
60,000,000 shares. The Merger is contingent upon the approval of the Amendment
by the Kent Shareholders, and the affirmative vote of at least 66 2/3% of the
outstanding shares of Kent Common Stock is required to approve the Amendment and
the Merger. The affirmative vote of at least 66 2/3% of the outstanding shares
of each class of Futronix Stock is required to approve the Merger, and the
consent of all of the Wire & Cable Shareholders is required to approve the
Merger.

This Joint Proxy Statement/Prospectus is first being mailed to the
shareholders of Kent and Futronix on or about December 12, 1996.

Kent will not issue fractional shares of Kent Common Stock, but instead will
pay cash to any shareholder otherwise entitled to receive a fractional share.
See "Summary -- The Merger," "The Merger -- Exchange of Stock Certificates and
Warrants" and Appendix I.

Kent Common Stock is publicly traded on the New York Stock Exchange (the
"NYSE"). On December 11, 1996, the last reported sale price per share of Kent
Common Stock was $27.50. No active public trading market exists for any class of
Futronix Stock or Wire & Cable Common Stock. See "Market Prices and Dividend
Policy."

THE SECURITIES OF KENT ELECTRONICS CORPORATION OFFERED IN CONNECTION WITH THE
MERGER HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS JOINT PROXY STATEMENT/
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

THE DATE OF THIS PROXY STATEMENT/PROSPECTUS IS DECEMBER 12, 1996.

<PAGE> 8

PROXY STATEMENT/PROSPECTUS

TABLE OF CONTENTS

<TABLE>
<S> <C>
AVAILABLE INFORMATION................................................................... 1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE......................................... 1
SUMMARY................................................................................. 3
Parties to the Merger................................................................. 3
The Special Meetings and Written Consent.............................................. 4
The Merger............................................................................ 5
Market For Kent Common Stock.......................................................... 7
Risk Factors.......................................................................... 7
Comparative Per Share Data............................................................ 8
Summary Unaudited Pro Forma Financial Data............................................ 9
RISK FACTORS............................................................................ 10
Integration of Kent, Futronix and Wire & Cable........................................ 10
Management of Growth.................................................................. 10
Dependence on Significant Supplier.................................................... 10
THE KENT SPECIAL MEETING................................................................ 11
Date, Time and Place of the Kent Special Meeting...................................... 11
Matters to be Considered at the Kent Special Meeting.................................. 11
Voting at the Kent Special Meeting; Record Date....................................... 11
Proxies............................................................................... 11
THE FUTRONIX SPECIAL MEETING............................................................ 12
Date, Time and Place of the Futronix Special Meeting.................................. 12
Matters to be Considered at the Futronix Special Meeting.............................. 12
Voting at the Futronix Special Meeting; Record Date................................... 12
Proxies............................................................................... 12
THE WIRE & CABLE CONSENT................................................................ 12
THE MERGER.............................................................................. 13
General............................................................................... 13
Effective Time........................................................................ 13
Exchange of Stock Certificates and Warrants........................................... 13
Background of the Merger.............................................................. 13
Reasons for and Effects of the Merger; Recommendations................................ 15
The Merger Agreement.................................................................. 17
Listing of Kent Common Stock.......................................................... 21
Interests of Certain Persons in the Merger............................................ 21
Value Appreciation Bonus for Officer.................................................. 21
Employment Agreements................................................................. 22
Options Granted by Officer............................................................ 22
Management After the Merger........................................................... 23
Governmental and Regulatory Approvals................................................. 23
Accounting Treatment.................................................................. 23
Material Federal Income Tax Consequences.............................................. 23
Consequences Under Federal Securities Laws............................................ 25
Dissenters' Rights.................................................................... 25
</TABLE>

i
<PAGE> 9

<TABLE>
<S> <C>
THE AMENDMENT........................................................................... 27
DESCRIPTION OF KENT COMMON AND PREFERRED STOCK.......................................... 28
Kent Common Stock..................................................................... 28
Kent Preferred Stock.................................................................. 29
Charter and Bylaw Provisions.......................................................... 29
Shareholder Rights Plan............................................................... 29
COMPARISON OF SHAREHOLDER RIGHTS........................................................ 30
Classified Board of Directors......................................................... 30
Removal of Directors.................................................................. 30
Call of Special Shareholder Meetings.................................................. 30
Dissenters' Rights.................................................................... 31
Dividends and Distributions........................................................... 31
Indemnification of Officers and Directors............................................. 31
Amendment to Articles of Incorporation................................................ 32
Vote Required for Extraordinary Corporate Transactions................................ 32
Interested Shareholder Transactions................................................... 32
Shareholder Rights Plan............................................................... 33
Director Liability.................................................................... 33
MARKET PRICES AND DIVIDEND POLICY....................................................... 33
RESALE OF KENT COMMON STOCK............................................................. 34
SELECTED UNAUDITED PRO FORMA COMBINED FINANCIAL DATA.................................... 35
INFORMATION ABOUT KENT.................................................................. 44
Incorporation of Certain Documents by Reference....................................... 44
Interests of Certain Persons.......................................................... 44
SELECTED FINANCIAL DATA OF FUTRONIX..................................................... 44
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF
FUTRONIX.............................................................................. 46
General............................................................................... 46
Results of Operations................................................................. 47
Liquidity and Capital Resources....................................................... 49
SELECTED FINANCIAL DATA OF WIRE & CABLE................................................. 50
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF
WIRE & CABLE.......................................................................... 51
General............................................................................... 51
Results of Operations................................................................. 51
Liquidity and Capital Resources....................................................... 53
BUSINESS OF FUTRONIX.................................................................... 53
General............................................................................... 53
Products.............................................................................. 54
Information Systems................................................................... 55
Marketing, Customers and Distribution................................................. 55
Competition........................................................................... 55
Sources of Supply..................................................................... 56
Property.............................................................................. 56
Employees............................................................................. 56
Litigation............................................................................ 56
Market Prices......................................................................... 56
Principal Shareholders of Futronix.................................................... 57
</TABLE>

ii
<PAGE> 10

<TABLE>
<S> <C>
BUSINESS OF WIRE & CABLE................................................................ 59
General............................................................................... 59
Products.............................................................................. 59
Information Systems................................................................... 60
Marketing, Customers and Distribution................................................. 60
Competition........................................................................... 60
Sources of Supply..................................................................... 61
Property.............................................................................. 61
Employees............................................................................. 61
Litigation............................................................................ 61
Market Prices......................................................................... 61
Principal Shareholders of Wire & Cable................................................ 62
LEGAL MATTERS........................................................................... 63
EXPERTS................................................................................. 63
OTHER MATTERS........................................................................... 63
</TABLE>

iii
<PAGE> 11

AVAILABLE INFORMATION

Kent has filed with the Securities and Exchange Commission (the
"Commission") in Washington, D.C. a Registration Statement on Form S-4 (the
"Registration Statement") under the Securities Act, for the registration of Kent
Common Stock to be issued in the proposed Merger to Futronix Shareholders. This
Joint Proxy Statement/Prospectus was filed as a part of the Registration
Statement. This Joint Proxy Statement/Prospectus does not contain all of the
information set forth in the Registration Statement as certain parts are
permitted to be omitted by the rules and regulations of the Commission. For
further information pertaining to Kent, Kent Common Stock and related matters,
reference is made to the Registration Statement, including the exhibits filed as
a part thereof, which may be inspected at, and copies of which may be obtained
by mail from, the public reference rooms and facilities of the Commission
referred to below.

Kent is subject to the information requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith,
files reports, proxy statements and other information with the Commission. Such
reports, proxy statements and other information can be inspected and copied at
the Commission's public reference rooms located at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549 and the public reference
facilities in the New York Regional Office, Seven World Trade Center, 14th
Floor, New York, New York 10048 and the Chicago Regional Office, Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60621. Copies of
such material can be obtained at prescribed rates by writing to the Securities
and Exchange Commission, Public Reference Branch, 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission also maintains a Web site
(http://www.sec.gov) that contains all information filed electronically by Kent
with the Commission, including this Joint Proxy Statement/Prospectus. In
addition, such reports and other information may be inspected at the offices of
the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

THIS JOINT PROXY STATEMENT/PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE
WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS CONCERNING
KENT (OTHER THAN CERTAIN EXHIBITS TO SUCH DOCUMENTS) ARE AVAILABLE TO EACH
BENEFICIAL OWNER OF KENT COMMON STOCK AND FUTRONIX STOCK WITHOUT CHARGE UPON
REQUEST FROM THE SECRETARY OF KENT ELECTRONICS CORPORATION, 7433 HARWIN DRIVE,
HOUSTON, TEXAS 77036; TELEPHONE NUMBER (713) 780-7770. IN ORDER TO ENSURE TIMELY
DELIVERY OF THE DOCUMENTS, ANY SUCH REQUEST SHOULD BE MADE BY JANUARY 10, 1997.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents previously filed by Kent with the Commission are
incorporated herein by reference:

(i) Kent's Annual Report on Form 10-K for the year ended March 30, 1996;

(ii) Kent's Quarterly Report on Form 10-Q for the three months ended June
29, 1996;

(iii) Kent's Quarterly Report on Form 10-Q for the three months ended
September 28, 1996;

(iv) Kent's Proxy Statement dated May 22, 1996, relating to its annual
meeting of shareholders held on June 27, 1996; and

(v) Kent's Current Report on Form 8-K filed on September 24, 1996.

All documents filed by Kent pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act subsequent to the date hereof and prior to the date of the
Kent Special Meeting to which this Joint Proxy Statement/Prospectus relates are
incorporated herein by reference, and shall be deemed a part hereof from the
date of filing of such documents.
<PAGE> 12

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein, or contained in this Joint Proxy
Statement/Prospectus, shall be deemed to be modified or superseded for purposes
of this Joint Proxy Statement/Prospectus to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed to constitute a part of this Joint
Proxy Statement/Prospectus, except as so modified or superseded.

No person has been authorized to give any information or to make any
representations other than those contained in this Joint Proxy
Statement/Prospectus, and, if given or made, such information or representations
must not be relied upon as having been authorized by Kent, Futronix, Wire &
Cable, or their respective affiliates. This Joint Proxy Statement/Prospectus
does not constitute an offer to exchange or sell, or a solicitation of an offer
to exchange or purchase, any securities other than the Kent Common Stock offered
hereby, nor does it constitute an offer to exchange or sell or a solicitation of
an offer to exchange or purchase such securities in any state or other
jurisdiction to any person to whom such an offer or solicitation would be
unlawful.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

2
<PAGE> 13

SUMMARY

The following is a summary of certain information relating to the Merger
contained elsewhere in this Joint Proxy Statement/Prospectus. This summary is
not intended to describe all material information relating to the Merger and is
qualified in its entirety by reference to the more detailed information and
financial statements contained elsewhere in this Joint Proxy
Statement/Prospectus, including the Appendices hereto and the documents referred
to herein or incorporated by reference. Shareholders are urged to read carefully
the entire Joint Proxy Statement/Prospectus and the related documents.

PARTIES TO THE MERGER

KENT. Kent is a leading national specialty distributor of electronic
products and a manufacturer of custom-made electronic assemblies. Through its
Kent Components Distribution division, Kent distributes electronic connectors,
electronic wire and cable, and other passive and electromechanical products and
interconnect assemblies used in assembling and manufacturing electronic
products. Through its wholly owned subsidiary K*TEC Electronics Corporation
("K*TEC"), Kent also manufactures custom-made electronic interconnect
assemblies, battery power packs and other sub-assemblies that are built to
customers' specifications, and provides a wide variety of other fully integrated
electronic manufacturing services. Through Kent Datacomm ("Datacomm"), Kent
distributes a broad range of premise wiring products, such as fiber optic
cables, patch panels and enclosures, and local area network ("LAN") and wide
area network ("WAN") equipment, such as modems, hubs, bridges and routers,
directly to commercial end-users and professionals who install and service voice
and data communications networks.

Kent maintains its primary distribution facility in Houston, Texas, with
sales offices in 18 states, some of which maintain a limited amount of local
inventory and provide selected services to support specific customer needs. Kent
operates manufacturing facilities in Houston and Dallas, Texas and the San Jose,
California area. Kent's principal executive offices are located at 7433 Harwin
Drive, Houston, Texas 77036, and its telephone number is (713) 780-7770.

FUTRONIX. Futronix is a national master distributor of specialty wire and
cable, serving more than 1,000 electrical distributors throughout the United
States. Futronix seeks to serve as an efficient single source of supply for
electrical distributors by maintaining for immediate delivery large quantities
of over 10,000 specialty wire and cable products purchased from more than 50
manufacturers worldwide, as well as limited quantities of complementary
products. Futronix's products typically are used in specific, often
highly-sophisticated applications such as telecommunications systems, factory
automation, "intelligent" buildings and computer systems. Futronix believes that
the products it sells are used primarily within the telecommunications,
electronics, process and manufacturing industries and that a substantial portion
of those products are used for maintenance, retrofit and operations ("MRO")
applications. Futronix generally does not sell commodity wire and cable, such as
that used in commercial and residential construction.

Terrence M. Hunt, Futronix's President, founded Futronix in September 1991.
Mr. Hunt co-founded in 1975 HWC Distribution Corp., a master distributor of
specialty wire and cable that completed its initial public offering in 1987 and
was sold to ALLTEL Corporation for $143 million in 1989. Mr. Hunt and many of
Futronix's current employees were instrumental in HWC Distribution Corp.'s
growth from its inception to its sale. See "Business of Futronix."

Futronix's executive offices are located at 12614 Hempstead Highway,
Houston, Texas 77092, and its telephone number is (713) 329-1100.

WIRE & CABLE. Wire & Cable is a national master distributor of specialty
wire and cable, serving more than 700 electrical distributors throughout the
United States. Wire & Cable seeks to serve as an efficient single source of
supply for electrical distributors by maintaining for immediate delivery large
quantities of over 4,000 specialty wire and cable products purchased from more
than 30 manufacturers worldwide. Wire & Cable's products typically are used in
specific, often highly-sophisticated applications such as telecommunications
systems, factory automation, "intelligent" buildings and computer systems. Wire
& Cable believes that the products it sells are used primarily within the
telecommunications, electronics, process and manufacturing

3
<PAGE> 14

industries and that a substantial portion of those products are used for MRO
applications. Wire & Cable generally does not sell commodity wire and cable,
such as that used in commercial and residential construction.

Theodore J. Bruno, Wire & Cable's Chief Executive Officer, founded Wire &
Cable in 1982 and has over 25 years of experience in the specialty wire and
cable industry. Paul R. Monahan, Wire & Cable's Chief Operating Officer,
together with Mr. Bruno developed Wire & Cable into a national master
distributor of specialty wire and cable. See "Business of Wire & Cable."

Wire & Cable's executive offices are located at 5060 Avalon Ridge Parkway,
Norcross, Georgia 30071, and its telephone number is (770) 441-8900.

THE SPECIAL MEETINGS AND WRITTEN CONSENT

KENT SPECIAL MEETING. This Joint Proxy Statement/Prospectus of Kent is
being furnished to the Kent Shareholders in connection with the solicitation of
proxies by the Kent Board. The Kent Special Meeting will be held at 9:00 a.m.,
Houston time on January 17, 1997, at 25th Floor Conference Room, Texas Commerce
Tower, 600 Travis, Houston, Texas, for the purpose of approving (i) the Merger
and (ii) the Amendment, which will increase the authorized number of shares of
Kent Common Stock from 30,000,000 shares to 60,000,000 shares.

The consent of at least 66 2/3% of the outstanding shares of Kent Common
Stock is required to approve the Merger and the Amendment. Holders of record of
Kent Common Stock as of the close of business on November 26, 1996 (the "Kent
Record Date") will be entitled to cast one vote for each share of Kent Common
Stock held as of such date. At the Kent Record Date, there were 23,940,622
shares of Kent Common Stock outstanding and entitled to vote on the Merger and
the Amendment. The executive officers and directors of Kent, who in the
aggregate held or otherwise controlled approximately 299,150 (or 1.2%) of the
outstanding shares of Kent Common Stock as of the Kent Record Date, have advised
Kent that they presently intend to vote for the Merger and the Amendment. THE
KENT BOARD UNANIMOUSLY RECOMMENDS THAT THE KENT SHAREHOLDERS APPROVE THE MERGER
AND THE AMENDMENT. See "The Kent Special Meeting."

FUTRONIX SPECIAL MEETING. This Joint Proxy Statement/Prospectus of Futronix
is being furnished to the Futronix Shareholders in connection with the
solicitation of proxies by the Futronix Board. The Futronix Special Meeting will
be held at 9:00 a.m., Houston time, on January 17, 1997, at the offices of
Futronix, 12614 Hempstead Highway, Houston, Texas, for the purpose of approving
the Merger.

The consent of at least 66 2/3% of the outstanding shares of each class of
Futronix Stock is required to approve the Merger. Holders of record of each
class of Futronix Stock as of the close of business on December 7, 1996 (the
"Futronix Record Date") will be entitled to cast one vote for each share of
Futronix Stock held as of such date. At the Futronix Record Date, there were
1,243,985, 344,250, 48,500, 1,000,000, and 2,200,000 shares of Futronix Class A
Common Stock, Futronix Class B Common Stock, Futronix Class C Common Stock,
Futronix Convertible Preferred Stock, and Futronix Nonconvertible Preferred
Stock, respectively, outstanding and entitled to vote on the Merger. Kent and
Futronix have received a voting agreement from Mr. Hunt and two other affiliates
of Futronix, Overseas Equity Investor Partners and Bradford Venture Partners,
L.P., who have agreed to vote in favor of the Merger and who in the aggregate
hold or otherwise control approximately 87.9%, 100.0%, 90.2%, and 80.8%, of the
outstanding shares of Futronix Class A Common Stock, Futronix Class B Common
Stock, Futronix Convertible Preferred Stock and Futronix Nonconvertible
Preferred Stock. Accordingly, the approval of the Merger by the holders of
Futronix Class A Common Stock, Futronix Class B Common Stock, Futronix
Convertible Preferred Stock and Futronix Nonconvertible Preferred Stock
presently is assured. THE FUTRONIX BOARD UNANIMOUSLY RECOMMENDS THAT THE
FUTRONIX SHAREHOLDERS APPROVE THE MERGER. See "The Futronix Special Meeting."

WIRE & CABLE CONSENT. A separate offering memorandum is being furnished to
the Wire & Cable Shareholders in connection with the solicitation of the Wire &
Cable Consent by the Wire & Cable Board. The Wire & Cable Consent provides for
the approval of the Merger.

4
<PAGE> 15

The consent of the Wire & Cable Shareholders is required to approve the
Merger. The holders of record of Wire & Cable Common Stock as of the close of
business on December 7, 1996 (the "Wire & Cable Record Date") will be entitled
to cast one vote for each share of Wire & Cable Common Stock held as of such
date. At the Wire & Cable Record Date, there were 1,000 shares of Wire & Cable
Common Stock outstanding and entitled to consent to the Merger. Theodore J.
Bruno, a Wire & Cable Shareholder, who holds 99% of the outstanding shares of
Wire & Cable Common Stock as of the Wire & Cable Record Date, has agreed to
consent to the Merger. The shares of Kent Common Stock to be issued to the Wire
& Cable Shareholders in consideration of the Merger have not been registered
pursuant to the Registration Statement of which this Joint Proxy
Statement/Prospectus is a part. See "The Wire & Cable Consent" and "Resale of
Kent Common Stock."

THE MERGER

TERMS OF THE MERGER. At the Effective Time (as defined below), Futronix and
Wire & Cable will merge with and into Futronix Acquisition, with Futronix
Acquisition continuing as the Surviving Corporation. In the Merger, each
outstanding share of Futronix Common Stock and Futronix Convertible Preferred
Stock (other than shares owned by Futronix Shareholders that perfect dissenters'
rights under Texas law) will be converted into 0.39077 shares of Kent Common
Stock (the "Exchange Ratio"). Each outstanding share of Futronix Nonconvertible
Preferred Stock (other than shares owned by Futronix Shareholders that perfect
dissenters' rights under Texas law) will be exchanged for $1.00 in cash, without
interest. Each Futronix Warrant will be converted into the right to receive
0.39077 shares of Kent Common Stock for each share of Futronix Common Stock for
which the Futronix Warrant is exercisable. The Wire & Cable Shareholders will
exchange each share of the Wire & Cable Common Stock for 812.052 shares of Kent
Common Stock. Pursuant to the Merger Agreement, Kent will repay all principal
and interest outstanding at the Effective Time under the 7% subordinated
promissory notes of Futronix of approximately $1.2 million, and at or promptly
after the Effective Time, Kent will repay outstanding debt of Futronix and Wire
& Cable owed to financial institutions. The aggregate consideration to be paid
by Kent in the Merger, including outstanding debt to be repaid, is approximately
$72 million based on the closing sale price of Kent Common Stock as reported on
the NYSE on November 21, 1996.

EFFECTIVE TIME. As soon as practicable following the satisfaction or waiver
of all conditions to the Merger, the Merger will be consummated upon the filing
of articles of merger and all other necessary documents with the Secretaries of
State of Texas and Georgia and the issuance of a certificate of merger by the
Secretary of State of Texas, the later of which times is referred to herein as
the "Effective Time." See "The Merger -- Effective Time."

RECOMMENDATIONS OF THE BOARDS OF DIRECTORS. The Kent Board has unanimously
approved the Merger Agreement and determined that the terms of the proposed
Merger are fair to and in the best interest of the Kent Shareholders. The Kent
Board unanimously recommends that the Kent Shareholders approve the Merger and
the Amendment.

The Futronix Board and the Wire & Cable Board each have unanimously
approved the Merger Agreement and determined that the terms of the proposed
Merger are fair to and in the best interests of their respective shareholders.
The Futronix Board unanimously recommends that the Futronix Shareholders approve
the Merger. See "The Merger -- Background of the Merger" and "The
Merger -- Reasons for and Effects of the Merger, Recommendations."

THE MERGER AGREEMENT. The Merger Agreement sets forth the principal terms
upon which the Merger will be consummated, and the rights of the holders of
Futronix Common Stock, Futronix Convertible Preferred Stock, Futronix Warrants,
and Wire & Cable Common Stock to receive the Kent Common Stock, and the right of
the holders of Futronix Nonconvertible Preferred Stock to receive cash. The
Merger Agreement contains representations, warranties and agreements of the
parties, and provides specific conditions to the consummation of the Merger and
the terms under which the Merger may be terminated or abandoned. See "The
Merger -- The Merger Agreement."

5
<PAGE> 16

EXCHANGE OF CERTIFICATES. Substantially concurrent with the mailing hereof,
Kent or its agent (Kent in such capacity or its agent being the "Exchange
Agent") will mail a letter of transmittal with instructions to each holder of
record of Futronix Stock as of the Futronix Record Date for use in exchanging
certificates representing shares of Futronix Stock for, in the case of the
Futronix Nonconvertible Preferred Stock, cash, or in other cases, certificates
representing shares of Kent Common Stock and cash in lieu of any fractional
shares of Kent Common Stock. Promptly after the Effective Time, the Exchange
Agent will mail another letter of transmittal with instructions to holders of
Futronix Stock immediately before the Effective Time who have not properly
completed and returned their letter of transmittal and certificates representing
shares of Futronix Stock. CERTIFICATES SHOULD NOT BE SURRENDERED BY THE HOLDERS
OF FUTRONIX STOCK UNTIL THEY HAVE RECEIVED THE LETTER OF TRANSMITTAL FROM THE
EXCHANGE AGENT. See "The Merger -- Exchange of Stock Certificates and Warrants."

CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES. Kent and Futronix will
receive at Closing an opinion of Kent's counsel to the effect that the Merger
will be treated for U.S. Federal income tax purposes as a reorganization within
the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended
(the "Code"), that Kent, Futronix Acquisition, Futronix and Wire & Cable will
each be a party to the reorganization within the meaning of Section 368(b) of
the Code, and that no gain or loss will be recognized as a result of the Merger
by Kent, Futronix Acquisition, Futronix, the Futronix Shareholders (other than
with respect to Futronix Nonconvertible Preferred Stock and Futronix Warrants
not exercised before the Merger), Wire & Cable or the Wire & Cable Shareholders.

EACH FUTRONIX SHAREHOLDER IS ADVISED TO CONSULT WITH HIS OWN TAX ADVISOR
REGARDING THE SPECIFIC TAX CONSEQUENCES OF THE MERGER TO HIM, INCLUDING THE
APPLICATION AND EFFECT OF STATE, LOCAL AND FOREIGN INCOME OR OTHER TAX LAWS. See
"The Merger -- Material Federal Income Tax Consequences."

ACCOUNTING TREATMENT. Kent has been advised by its independent public
accountants that the Merger will be treated as a "pooling of interests" in
accordance with generally accepted accounting principles. See "The
Merger -- Accounting Treatment."

GOVERNMENTAL AND REGULATORY APPROVALS. Consummation of the Merger is
conditioned upon the expiration or termination of the waiting period applicable
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the
"HSR Act"). Kent, Futronix and Wire & Cable, respectively, have filed
notification reports under the HSR Act with the Federal Trade Commission (the
"FTC") and the Antitrust Division of the Department of Justice (the "Department
of Justice"). Kent, Futronix and Wire & Cable are aware of no other governmental
or regulatory approvals required for consummation of the Merger, other than
compliance with applicable securities laws of the various states. See "The
Merger -- Governmental and Regulatory Approvals."

OTHER CONDITIONS OF THE MERGER. The approval and adoption of the Merger and
Merger Agreement by the requisite votes of Kent Shareholders is contingent upon
the Kent Shareholders approving and adopting the Amendment pursuant to which the
authorized shares of Kent Common Stock will be increased from 30,000,000 shares
to 60,000,000 shares. In addition, the respective obligations of Kent, Futronix
and Wire & Cable to effect the Merger are subject to the satisfaction or waiver,
where permissible, of certain other conditions. There can be no assurance that
all of the conditions set forth in the Merger Agreement will be satisfied. See
"The Merger -- The Merger Agreement" and Appendix I.

INTEREST OF CERTAIN PERSONS IN THE MERGER. No director or executive officer
of Futronix or Wire & Cable had or will have a business relationship with Kent
prior to the Closing. Mr. Terrence Hunt, who is 48 years old and President of
Futronix, will become an Executive Vice President and a director of Kent
immediately following the Merger, and Theodore J. Bruno and Paul R. Monahan, who
serve as chief executive officer and chief operating officer of Wire & Cable,
respectively, will join Mr. Hunt as the senior management of the Surviving
Corporation. Messrs. Hunt, Bruno and Monahan and Ms. Joan Scott, who serves as
chief financial officer of Wire & Cable, will all have employment agreements
with Kent and the Surviving Corporation. In addition, Mr. Monahan will be paid a
Value Appreciation Bonus (as defined below), and Mr. Monahan and Ms. Scott will
be granted options to purchase Kent Common Stock by Mr. Bruno out of shares of
Kent

6
<PAGE> 17

Common Stock to be issued to Mr. Bruno in the Merger. See "The
Merger -- Interests of Certain Persons in the Merger," "The Merger -- Value
Appreciation Bonus for Officer," "The Merger -- Employment Agreements" and "The
Merger -- Options Granted by Officer."

DISSENTERS' RIGHTS. The Kent Shareholders will not have dissenters' rights
of appraisal in connection with the Merger. The Futronix Shareholders will have
dissenters' rights of appraisal in connection with the Merger. The approval of
all Wire & Cable Shareholders by unanimous written consent is a condition to
consummation of the Merger, and, therefore, the Wire & Cable Shareholders will
not be entitled to exercise dissenters' rights of appraisal in connection with
the Merger. See "The Merger -- Dissenters' Rights," and Appendix II.

MARKET FOR KENT COMMON STOCK

Kent Common Stock is traded on the New York Stock Exchange under the symbol
"KNT." The following table sets forth the actual high and low closing sale
prices for the Kent Common Stock for the periods indicated as reported in The
Wall Street Journal.

<TABLE>
<CAPTION>
KENT COMMON STOCK
-----------------
PERIOD HIGH LOW
------------------------------------------------------------------- ------ ------
<S> <C> <C>
Fiscal Year Ended April 1, 1995
First Quarter.................................................... $10.67 $ 8.92
Second Quarter................................................... 12.17 10.17
Third Quarter.................................................... 13.33 11.42
Fourth Quarter................................................... 15.38 12.49
Fiscal Year Ended March 30, 1996
First Quarter.................................................... 18.94 14.06
Second Quarter................................................... 22.38 18.75
Third Quarter.................................................... 29.25 19.31
Fourth Quarter................................................... 35.38 26.00
Fiscal Year Ending March 29, 1997
First Quarter.................................................... 43.25 26.75
Second Quarter................................................... 32.25 17.00
Third Quarter (through December 11, 1996)........................ 28.13 21.63
</TABLE>

On September 24, 1996, the last trading day prior to the announcement by
Kent that it had reached an agreement concerning the Merger, the closing sale
price of Kent Common Stock as reported on the NYSE was $20.50 per share. On
December 11, 1996, the closing sale price of Kent Common Stock as reported on
the NYSE was $27.50 per share. The number of record holders of the Kent Common
Stock, the Futronix Stock and the Wire & Cable Common Stock as of November 26,
1996 was 1,354, 77, and two, respectively.

There is no public trading market for the Futronix Stock or the Wire &
Cable Common Stock.

Kent has not declared or paid any cash dividends on the Kent Common Stock,
and does not anticipate paying any cash dividends in the foreseeable future.
Kent currently intends to retain future earnings to finance operations and the
expansion of its business. Any future determination to pay cash dividends will
be at the discretion of the Kent Board and will be dependent upon Kent's
financial condition, operating results, capital requirements and such other
factors as the Kent Board deems relevant.

RISK FACTORS

Ownership of Kent Common Stock involves certain risks. In considering how
to vote with respect to the Merger, holders of Futronix Stock should carefully
examine the "Risk Factors" section of this Joint Proxy Statement/Prospectus, as
well as other pertinent information set forth in this Joint Proxy
Statement/Prospectus. See "Risk Factors."

7
<PAGE> 18

COMPARATIVE PER SHARE DATA

Set forth below are earnings and book value per share data of Kent on an
historical and pro forma per share basis and of Futronix and Wire & Cable on an
historical and equivalent pro forma per share basis. The Kent pro forma combined
data was derived by combining financial information of Kent, Futronix and Wire &
Cable after giving effect to the Merger under the pooling of interests method of
accounting. The per share equivalent pro forma data for Futronix and Wire &
Cable was calculated by multiplying Kent's pro forma amounts by the exchange
ratio stated in "The Merger -- Exchange of Stock Certificates and Warrants."

The information set forth below should be read in conjunction with the
respective audited and unaudited financial statements of Kent, Futronix and Wire
& Cable, which appear elsewhere, or are incorporated by reference, in this Joint
Proxy Statement/Prospectus.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED SIX MONTHS ENDED
--------------------------------- ------------------------------
APRIL 2, APRIL 1, MARCH 30, SEPTEMBER 30, SEPTEMBER 28,
1994 1995 1996 1995 1996
-------- -------- --------- ------------- -------------
<S> <C> <C> <C> <C> <C>
EARNINGS PER SHARE:
Kent
Historical.................. $ .48 $ .66 $ 1.22 $ .51 $ .61
Pro forma................... .48 .67 1.19 .50 .59
Futronix
Historical(2)............... .18 .34 .27 .12 .08
Equivalent pro forma(1)..... .19 .26 .47 .20 .23
Wire & Cable
Historical(2)............... 218.95 566.39 745.67 284.65 316.91
Equivalent pro forma(1)..... 389.78 544.07 966.34 406.03 479.11
</TABLE>

<TABLE>
<CAPTION>
MARCH 30, SEPTEMBER 28,
1996 1996
--------- -------------
<S> <C> <C>
BOOK VALUE PER SHARE:
Kent
Historical................................................. $ 9.80 $ 9.55
Pro forma.................................................. 9.23 8.94
Futronix
Historical................................................. 1.44 1.12
Equivalent pro forma(1).................................... 3.61 3.49
Wire & Cable
Historical................................................. 2,352.90 2,562.57
Equivalent pro forma(1).................................... 7,495.24 7,259.74
</TABLE>

- ---------------

(1) Equivalent pro forma share amounts were computed by multiplying Kent's pro
forma amounts by the exchange ratio. See "The Merger -- Exchange of Stock
Certificates and Warrants."

(2) Adjusted to reflect the income taxes that would have been incurred if
Futronix and Wire & Cable were C corporations (rather than S corporations)
for federal and state income tax purposes at an assumed combined effective
rate of 38%. Prior to the Merger, Wire & Cable was an S corporation for
federal and state income tax purposes. Prior to 1994, Futronix was also an S
corporation for federal and state income tax purposes.

8
<PAGE> 19

SUMMARY UNAUDITED PRO FORMA FINANCIAL DATA

The summary unaudited pro forma combined financial data of Kent presented
below were prepared using the "pooling of interests" method of accounting as if
Kent, Futronix and Wire & Cable have always operated as one company. The
unaudited pro forma combined financial data do not give effect to any cost
savings that may result from the Merger. The following data should be read in
conjunction with "Selected Unaudited Pro Forma Combined Financial Data," and the
notes thereto, and the audited financial statements and notes thereto of Kent,
which are incorporated by reference, and of Futronix and Wire & Cable and the
notes thereto, appearing in this Joint Proxy Statement/Prospectus. The
information presented in this table is for informational purposes only and is
not necessarily indicative of the financial position or operating results that
would have occurred or that will occur upon the consummation of the Merger.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED SIX MONTHS ENDED
--------------------------------- ------------------------------
APRIL 2, APRIL 1, MARCH 30, SEPTEMBER 30, SEPTEMBER 28,
1994 1995 1996 1995 1996
-------- -------- --------- ------------- -------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
STATEMENT OF EARNINGS DATA:
Net sales........................... $206,784 $279,676 $ 425,810 $ 196,366 $ 249,177
Gross profit........................ 55,151 72,741 112,167 50,802 59,923
Operating profit(1)................. 15,293 22,713 46,062 18,215 24,410
Earnings before income taxes(2)..... 15,969 23,626 49,327 18,856 26,790
Pro forma net earnings(3)........... 9,901 14,317 29,440 11,313 16,202
Pro forma earnings per share........ .48 .67 1.19 .50 .59
Weighted average shares(5).......... 20,804 21,475 24,696 22,488 27,421
</TABLE>

<TABLE>
<CAPTION>
APRIL 2, APRIL 1, MARCH 30, SEPTEMBER 28,
1994 1995 1996 1996
-------- -------- --------- -------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
BALANCE SHEET DATA:
Total assets(4)................................. $117,642 $141,697 $ 292,031 $ 305,026
Long-term debt(4)............................... -- -- -- --
Cash dividends per share........................ -- -- -- --
</TABLE>

- ---------------

(1) No adjustment has been made to reflect the non-recurring acquisition and
transaction costs (estimated to be approximately $5,000,000) relating to
the Merger.

(2) Adjusted to reflect the reduction of interest expense offset by the
reduction of interest and dividend income that would not have been incurred
during each period assuming the repayment of notes and long-term debt.

(3) Prior to the Merger, Wire & Cable was an S corporation for federal and state
income tax purposes. Prior to 1994, Futronix was also an S corporation for
federal and state tax purposes. Net earnings and earnings per share reflect
a provision for income taxes at an assumed combined effective rate of 40%
for the fiscal years ended March 30, 1996 and April 1, 1995, and the six
months ended September 28, 1996 and September 30, 1995, and of 38% for the
fiscal year ended April 2, 1994.

(4) Adjusted to reflect the repayment of all notes payable and debt of Futronix
and Wire & Cable and the redemption of 2,200,000 shares of Futronix
Nonconvertible Preferred Stock.

(5) Includes Kent Common Stock issued in conjunction with the Merger.

9
<PAGE> 20

RISK FACTORS

In connection with their consideration of the proposed Merger, the Kent
Shareholders and Futronix Shareholders should carefully examine this entire
Joint Proxy Statement/Prospectus and give particular consideration to the risks
set forth below.

INTEGRATION OF KENT, FUTRONIX AND WIRE & CABLE

There can be no assurance that Kent will be able to integrate successfully
the operations, facilities and management of Futronix and Wire & Cable or
realize any benefits of the Merger. Additionally, there can be no assurance that
the Merger will not have an adverse effect on ongoing relationships with
customers or suppliers of Futronix or Wire & Cable. Failure to successfully
integrate the business of Futronix and Wire & Cable could have material adverse
affect on Kent's results of operations and financial condition. See "The
Merger."

MANAGEMENT OF GROWTH

In recent years, Kent, Futronix and Wire & Cable have expanded their
respective businesses, and Kent intends to continue to expand its wire and cable
distribution business following the Merger. To effectively manage expansion,
Kent will be required to evaluate the adequacy of existing systems and
procedures, including, but not limited to, information management systems,
financial and internal control systems, and management structure. In addition,
if Kent enters new markets, Kent will be required to, among other things,
establish suitable distribution centers, hire personnel and establish
distribution channels. There can be no assurance that management will adequately
anticipate all of the changing demands that growth will impose on Kent's
systems, procedures and structure, or that Kent will be able to successfully
enter additional markets. Any failure to anticipate adequately and respond to
such changing demands could have a material adverse effect on Kent's results of
operations and financial condition.

DEPENDENCE ON SIGNIFICANT SUPPLIER

For the year ended December 31, 1995, one supplier accounted for
approximately 35% and 48% of Futronix's and Wire & Cable's purchases,
respectively, of specialty wire and cable products. Each of Kent and Wire &
Cable has a nonexclusive domestic distributor agreement with the supplier, but
Futronix does not have a distributor agreement with this supplier. The supplier
has agreed to amend its agreement with Wire & Cable to extend the notice period
for termination of such agreement from 30 days to 180 days, but there can be no
assurance that the supplier will not terminate, without cause, the distributor
agreement in the future pursuant to such 180 days' notice requirement.

10
<PAGE> 21

THE KENT SPECIAL MEETING

DATE, TIME AND PLACE OF THE KENT SPECIAL MEETING

The Kent Special Meeting will be held at 9:00 a.m., Houston time, on
Friday, January 17, 1997, at 25th Floor Conference Room, Texas Commerce Tower,
600 Travis, Houston, Texas.

MATTERS TO BE CONSIDERED AT THE KENT SPECIAL MEETING

At the Kent Special Meeting, holders of Kent Common Stock will consider and
vote upon (i) the Merger of Futronix and Wire & Cable with and into Futronix
Acquisition, with Futronix Acquisition as the Surviving Corporation pursuant to
the terms of the Merger Agreement, and (ii) the Amendment to the Kent Articles
of Incorporation, as amended, to increase the authorized shares of Kent Common
Stock from 30,000,000 shares to 60,000,000 shares. See "The Merger," "The
Amendment," and Appendix I.

VOTING AT THE KENT SPECIAL MEETING; RECORD DATE

Only holders of record of Kent Common Stock on the Kent Record Date will be
entitled to notice of and to vote at the Kent Special Meeting. As of the Kent
Record Date, there were 23,940,622 shares of Kent Common Stock outstanding and
entitled to vote at the Kent Special Meeting held by approximately 1,354 holders
of record. Each holder of record of shares of Kent Common Stock on the Kent
Record Date is entitled to cast one vote per share on the approval of the Merger
and the Amendment, exercisable in person or by properly executed proxy, at the
Kent Special Meeting. On the matters upon which the holders of shares of Kent
Common Stock vote, the presence, in person or by properly executed proxy, of the
holders of a majority of the outstanding shares of Kent Common Stock entitled to
vote at the Kent Special Meeting is necessary to constitute a quorum at the Kent
Special Meeting. Any and all abstentions and broker non-votes will act as votes
against the Merger and the Amendment. The affirmative vote of 66 2/3% of the
holders of all outstanding shares of Kent Common Stock is required to approve
each of the Merger and the Amendment. The executive officers and directors of
Kent, who in the aggregate held or otherwise controlled approximately 299,150
(or 1.2%) of the outstanding shares of Kent Common Stock as of the Kent Record
Date have advised Kent that they presently intend to vote for the Merger and the
Amendment.

PROXIES

This Joint Proxy Statement/Prospectus is being furnished to Kent
Shareholders in connection with the solicitation of proxies by and on behalf of
the Kent Board for use at the Kent Special Meeting. Proxies in the form
enclosed, which are properly executed and returned and not subsequently revoked,
will be voted at the Kent Special Meeting, in accordance with the directions
specified thereon, and otherwise in accordance with the judgment of the persons
designated as proxies. A proxy received by the Kent Board may be revoked by the
Kent Shareholder giving the proxy at any time before it is exercised. A Kent
Shareholder may revoke a proxy by notification in writing to Kent at 7433 Harwin
Drive, Houston, Texas 77036, Attention: Secretary. A proxy may also be revoked
by execution of a proxy bearing a later date or by attendance at the Kent
Special Meeting and voting by ballot.

This proxy solicitation is being made by the Kent Board. Kent shall be
responsible for its expenses incurred in preparing, assembling, printing, and
mailing this Joint Proxy Statement/Prospectus to the Kent Shareholders. In
addition to solicitation by mail, directors, officers and regular employees of
Kent may solicit proxies for the Kent Special Meeting personally or by telephone
or telecopy without receiving special compensation therefor. Kent may also
retain the services of D.F. King & Co., Inc. to assist in the solicitation of
proxies either in person or by mail, telephone or telecopy at an estimated cost
of $5,000 plus expenses. Kent will reimburse banks, brokers and other
custodians, nominees and fiduciaries for their reasonable expenses in forwarding
the proxy materials to beneficial owners.

11
<PAGE> 22

THE FUTRONIX SPECIAL MEETING

DATE, TIME AND PLACE OF THE FUTRONIX SPECIAL MEETING

The Futronix Special Meeting will be held at 9:00 a.m., Houston time, on
Friday, January 17, 1997, at the offices of Futronix, 12614 Hempstead Highway,
Houston, Texas.

MATTERS TO BE CONSIDERED AT THE FUTRONIX SPECIAL MEETING

At the Futronix Special Meeting, holders of Futronix Stock will consider
and vote upon the Merger of Futronix and Wire & Cable with and into Futronix
Acquisition, with Futronix Acquisition as the Surviving Corporation pursuant to
the terms of the Merger Agreement. See "The Merger" and Appendix I.

VOTING AT THE FUTRONIX SPECIAL MEETING; RECORD DATE

On the Futronix Record Date, there were 1,243,985, 344,250, 48,500,
1,000,000, and 2,200,000 shares of Futronix Class A Common Stock, Futronix Class
B Common Stock, Futronix Class C Common Stock, Futronix Convertible Preferred
Stock, and Futronix Nonconvertible Preferred Stock, respectively, outstanding
and entitled to vote at the Futronix Special Meeting held by approximately 77
holders of record. Each holder of record of Futronix Stock on the Futronix
Record Date is entitled to cast one vote per share on the approval of the
Merger, exercisable in person or by properly executed proxy, at the Futronix
Special Meeting. On the matters upon which the holders of shares of Futronix
Stock vote, the presence, in person or by properly executed proxy, of the
holders of a majority of the outstanding shares of Futronix Stock entitled to
vote at the Futronix Special Meeting is necessary to constitute a quorum at the
Futronix Special Meeting. The affirmative vote of 66 2/3 of the holders of all
outstanding shares of each class of Futronix Stock is required to approve the
Merger. Futronix has received a voting agreement from Mr. Hunt and two other
affiliates of Futronix, who have agreed to vote in favor of the Merger and who
in the aggregate hold or otherwise control approximately 87.9%, 100.0%, 90.2%,
and 80.8% of the outstanding shares of Futronix Class A Common Stock, Futronix
Class B Common Stock, Futronix Convertible Preferred Stock, and Futronix
Nonconvertible Preferred Stock, respectively.

PROXIES

This Joint Proxy Statement/Prospectus is being furnished to Futronix
Shareholders in connection with the solicitation of proxies by and on behalf of
the Futronix Board for use at the Futronix Special Meeting. Proxies in the form
enclosed, which are properly executed and returned and not subsequently revoked,
will be voted at the Futronix Special Meeting, in accordance with the directions
specified thereon, and otherwise in accordance with the judgment of the persons
designated as proxies. A proxy received by the Futronix Board may be revoked by
the Futronix Shareholder giving the proxy at any time before it is exercised. A
Futronix Shareholder may revoke a proxy by notification in writing to Futronix
at 12614 Hempstead Highway, Houston, Texas 77092, Attention: Secretary. A proxy
may also be revoked by execution of a proxy bearing a later date or by
attendance at the Futronix Special Meeting and voting by ballot.

This proxy solicitation is being made by the Futronix Board. Futronix shall
be responsible for its expenses incurred in preparing, assembling, printing, and
mailing this Joint Proxy Statement/Prospectus to Futronix Shareholders. In
addition to solicitation by mail, directors, officers and regular employees of
Futronix may solicit proxies for the Futronix Special Meeting personally or by
telephone or telecopy without receiving special compensation therefor.

THE WIRE & CABLE CONSENT

Concurrent with the solicitation of proxies by and on behalf of the Kent
Board and the Futronix Board, the Wire & Cable Board is soliciting written
consents from the Wire & Cable Shareholders. Wire & Cable will bear the cost of
the solicitation of the written consents from the Wire & Cable Shareholders. A
separate offering memorandum and a form of consent are being delivered to the
Wire & Cable Shareholders by mail.

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<PAGE> 23

THE MERGER

GENERAL

The following information sets forth the material terms of the Merger and
is qualified in its entirety by reference to more detailed information contained
elsewhere in this Joint Proxy Statement/Prospectus, including the Appendices
hereto and the documents referred to herein or incorporated herein by reference.
A copy of the Merger Agreement is included as Appendix I and is incorporated
herein by reference. The Kent Shareholders and the Futronix Shareholders are
urged to read the Merger Agreement carefully.

EFFECTIVE TIME

As soon as practicable following the satisfaction or waiver of all
conditions to the Merger, the Merger will be consummated upon the filing of
articles of merger and all other necessary documents with the Secretaries of
State of Texas and Georgia and the issuance of a certificate of merger by the
Secretary of State of Texas, the later of which times is referred to herein as
the "Effective Time."

EXCHANGE OF STOCK CERTIFICATES AND WARRANTS

Pursuant to the Merger Agreement, (i) each issued and outstanding share of
Futronix Common Stock will be exchanged for 0.39077 shares of Kent Common Stock;
(ii) each issued and outstanding share of Futronix Convertible Preferred Stock
will be exchanged for 0.39077 shares of Kent Common Stock; (iii) each issued and
outstanding share of Futronix Nonconvertible Preferred Stock will be exchanged
for $1.00 in cash, without interest; (iv) each Futronix Warrant not exercised
before the Merger will become exercisable for 0.39077 shares of Kent Common
Stock for each share of Futronix Common Stock for which the Futronix Warrant is
now exercisable; and (v) each issued and outstanding share of Wire & Cable
Common Stock will be exchanged for 812.052 shares of Kent Common Stock.

Assuming exercise of the Futronix Warrants, all of the Futronix
Shareholders and Wire & Cable Shareholders will exchange all of the securities
they hold of Futronix and Wire & Cable, respectively, for 2,108,395 shares of
Kent Common Stock. An aggregate of 1,296,343 shares of Kent Common Stock
issuable to the Futronix Shareholders have been registered under the Securities
Act pursuant to the Registration Statement, of which this Joint Proxy
Statement/Prospectus is a part. An aggregate of 812,052 shares of Kent Common
Stock will be issued to the Wire & Cable Shareholders pursuant to an exemption
from registration, with such shares being "restricted securities" pursuant to
Rule 144 under the Securities Act. See "Resale of Kent Common Stock."

Substantially concurrent with the mailing hereof, the Exchange Agent will
mail a letter of transmittal with instructions to each holder of record of
Futronix Stock as of the Futronix Record Date for use in exchanging certificates
representing shares of Futronix Stock for, in the case of the Futronix
Nonconvertible Preferred Stock, cash, or in other cases, certificates
representing shares of Kent Common Stock and cash in lieu of any fractional
shares of Kent Common Stock. Promptly after the Effective Time, the Exchange
Agent will mail another letter of transmittal with instructions to holders of
Futronix Stock immediately before the Effective Time who have not properly
completed and returned their letter of transmittal and certificates representing
shares of Futronix Stock. CERTIFICATES SHOULD NOT BE SURRENDERED BY THE HOLDERS
OF FUTRONIX STOCK UNTIL THEY HAVE RECEIVED THE LETTER OF TRANSMITTAL FROM THE
EXCHANGE AGENT.

Immediately after the Effective Time, assuming all Futronix Warrants are
exercised, the Futronix Shareholders, in the aggregate, will own approximately
5.0% of the then outstanding shares of Kent Common Stock. Immediately after the
Effective Time, the Wire & Cable Shareholders will own approximately 3.1% of the
then outstanding shares of Kent Common Stock.

BACKGROUND OF THE MERGER

The terms of the Merger Agreement are the result of arm's-length
negotiations between representatives of Kent, Futronix and Wire & Cable. The
following is a brief discussion of the background of these negotiations, the
Merger and related transactions.

13
<PAGE> 24

Barbara M. Henagan, the Chairman of the Futronix Board, and Theodore J.
Bruno, the Chief Executive Officer and sole director of Wire & Cable, initiated
discussions by telephone in late January 1996 relating to a potential
transaction between Futronix and Wire & Cable.

On February 2, 1996, Ms. Henagan met in Atlanta with Mr. Bruno, Paul R.
Monahan and Joan Scott, the Chief Operating Officer and the Chief Financial
Officer of Wire & Cable, respectively, and held further discussions regarding a
possible business combination.

On February 15, 1996, Ms. Henagan, Terrence M. Hunt, the President and a
director of Futronix, and Jim P. Psencik, the Controller of Futronix, met in
Houston with Messrs. Bruno and Monahan and Ms. Scott to continue discussions
regarding a possible business combination.

On April 12, 1996, Ms. Henagan, Mr. Hunt and Bradford Mills, a director of
Futronix, met in Atlanta with Messrs. Bruno and Monahan and Ms. Scott to
continue negotiations regarding a potential business combination.

During the period from February 1996 through April 1996, Wire & Cable also
had discussions with Stephens, Inc., an investment advisory firm in Little Rock,
Arkansas, and Wingate Partners, a venture capital firm in Dallas, Texas,
involving a potential transaction between Wire & Cable and HWC Distribution
Corp. These discussions were terminated when Futronix and Wire & Cable proceeded
to the stage of drafting a letter of intent as described below.

Futronix commenced preparation of a letter of intent in April 1996. After
further negotiations, discussions between Futronix and Wire & Cable were
discontinued in early May 1996 because the parties could not agree to the terms
of a transaction.

Futronix and Wire & Cable resumed negotiations later in May 1996 and
entered into a letter of intent on June 12, 1996. The letter of intent was
subject to the parties' satisfactory completion of their due diligence
investigations and the execution of a definitive version of a merger agreement.

Subsequent thereto, counsel for each party commenced their "due diligence"
reviews of the other and Futronix's counsel commenced the preparation of a
merger agreement. Telephone conferences and meetings were held among the
principals of Futronix and Wire & Cable to negotiate the terms of a merger
agreement, and in certain instances with their respective counsel, on several
occasions in the second and third quarters of 1996.

On August 7, 1996, the Futronix Board unanimously approved and adopted a
merger agreement and the transactions contemplated thereby. The material terms
of such merger agreement also were reviewed by the sole director of Wire &
Cable, who noted his approval and adoption thereof by execution of such merger
agreement. Futronix and Wire & Cable entered into such merger agreement on
August 7, 1996, conditioned upon the consummation of an initial public offering
of common stock of Futronix Systems Corp., a newly-formed entity which would act
as a holding company of the merged Futronix and Wire & Cable. Substantially
concurrent with the signing of such merger agreement, Ms. Henagan and Mr. Hunt
of Futronix held a telephone conference with Messrs. Bruno and Monahan of Wire &
Cable to discuss a possible strategic alliance proposed to Mr. Hunt by the
chairman of a publicly-held company. The Futronix Board and the Wire & Cable
Board mutually agreed at that time that they were not interested in pursuing
this proposal in light of their plans to merge and conduct an initial public
offering.

On August 23, 1996, Mr. Hunt contacted Morrie K. Abramson, Chairman and
Chief Executive Officer of Kent, for the purpose of discussing the possibility
of either Kent or Mr. Abramson making a minority investment in Futronix Systems
Corp., and Mr. Hunt indicated that he would be prepared to recommend Mr.
Abramson for a seat on the Board of Futronix Systems Corp. Mr. Abramson
indicated that Kent would probably not be interested in a minority investment.

On September 7, 1996, Mr. Abramson again met in Houston with Mr. Hunt and
Futronix's financial advisor to discuss a possible business combination.

14
<PAGE> 25

On September 9, 1996, Mr. Abramson had discussions with Ms. Henagan in New
York relating to a possible business combination.

On September 11, 1996, Mr. Hunt and Ms. Henagan met in Houston with Messrs.
Bruno and Monahan to advise them of the preliminary conversations with Kent and
to inquire regarding Wire & Cable's level of interest in any such business
combination.

On September 12, 1996, counsel for Kent met in Houston with Ms. Henagan,
Messrs. Hunt, Bruno and Monahan, and Futronix's financial advisor, with
Futronix's counsel participating by telephone, to discuss the basic structure of
any such business combination and to define further the methodology under which
the price would be determined.

On September 15, 1996, Messrs. Hunt and Jim P. Psencik, the Controller of
Futronix, met with Kent's management to discuss the businesses of Futronix and
Wire & Cable and possible synergies that would arise from a business
combination.

On September 19, 1996, Ms. Henagan and Messrs. Bruno, Monahan, and Hunt met
with Mr. Abramson, other executive officers of Kent, and Kent's counsel and
accountants to discuss the respective businesses of Kent, Futronix and Wire &
Cable. The material financial terms of the proposed business combination were
agreed to at the meeting.

Subsequent thereto, each party conducted additional due diligence, and
Kent's counsel prepared and distributed drafts of the Merger Agreement and
certain ancillary documents. Telephone conferences and meetings were held among
the principals of Kent, Futronix and Wire & Cable, or their respective counsel
and other advisors, to negotiate the terms of the Merger Agreement.

On September 24, 1996, the Kent Board unanimously approved and adopted the
Merger Agreement and transactions contemplated thereby. On September 24, 1996,
the Futronix Board unanimously approved and adopted the Merger Agreement and the
transactions contemplated thereby. The material terms of the Merger Agreement
were also reviewed by the sole director of Wire & Cable, who noted his approval
and adoption thereof by execution of the Merger Agreement.

Kent, Futronix and Wire & Cable entered into the Merger Agreement on
September 25, 1996.

REASONS FOR AND EFFECTS OF THE MERGER; RECOMMENDATIONS

The Kent and Futronix Boards believe that the Merger is in the best
interests of their respective shareholders and each unanimously recommends to
the Kent Shareholders and the Futronix Shareholders, respectively, that they
approve the Merger. The Kent and Futronix Boards believe that their respective
companies and shareholders will benefit from the Merger. The Merger will result
in the combination of the distribution capabilities and inventories of Futronix
and Wire & Cable, which Kent believes are complementary to its products, and
will establish Kent as one of the largest national master distributors of
specialty wire and cable in the United States. In general, the distribution
centers of the companies serve geographically and economically distinct markets,
resulting in minimal customer overlap. Because Futronix and Wire & Cable operate
as master distributors, no significant start-up costs or major capital
investments will be necessary for Kent to establish itself as a leading national
master distributor. Anticipated benefits of the Merger include the following:

SPECIALTY DISTRIBUTION NICHE. Futronix and Wire & Cable bring to Kent
an operating history and expertise in the area of wire and cable
redistribution, a specialty distribution niche not previously served by
Kent. Kent will emerge as one of the top three companies in the wire and
cable redistribution market, which is highly fragmented and presents
numerous opportunities for growth.

KNOWLEDGEABLE AND EXPERIENCED PERSONNEL. The Merger will bring
together a knowledgeable team of industry executives and sales managers
with many years of experience in the sale and distribution of specialty
wire and cable and established customer and supplier relationships. The
Merger also will create a combined sales force in which the branch sales
managers have an average of over 15 years of experience

15
<PAGE> 26

in the specialty wire and cable industry. Specifically, the addition of
Messrs. Hunt, Bruno and Monahan will serve to enhance the current
management team of Kent.

INCREASED DIVERSIFICATION OF CUSTOMER BASE AND MARKETS. Historically,
Futronix and Wire & Cable have served distinct geographic markets and have
offered products which, to a great extent, are used in dissimilar
applications. The Merger will permit Kent to offer a broader product line
to a wider range of customers and geographic markets, thereby increasing
the diversity of its business.

COST SAVINGS. The combination of the businesses of Kent, Futronix and
Wire & Cable will result in the consolidation of certain support functions
creating cost savings. For example, certain duplicative administrative
functions will be eliminated. In addition, the combination of Futronix and
Wire & Cable will create an expanded national distribution network and is
expected to result in reduced shipping costs associated with the sale of
wire and cable.

ECONOMIES OF SCALE. The combination of the businesses of Kent,
Futronix and Wire & Cable will provide Kent with increased ability to
achieve economies of scale, including increased purchasing power and better
inventory management, which Kent believes will contribute to increased
efficiency and improved profitability.

As discussed below, the Kent and Futronix Boards also believe that the
Merger will facilitate certain strategic objectives of the companies. Through
the Merger, it is Kent's objective to become the leading national master
distributor of specialty wire and cable through strategic expansion and a focus
on high quality, value-added customer service. Specifically, after the Merger,
Kent will seek to: (i) penetrate additional markets through expansion; (ii)
market its national distribution capabilities to electrical distributors which
have national operations; (iii) expand product offerings and increase the levels
of inventory at its existing distribution centers; (iv) utilize
profitability-based incentive compensation for its sales force; and (v)
integrate and exploit its information technology to provide its customers with
immediate access to product and other key information.

The Kent Board also considered certain potential disadvantages or negative
factors relating to the proposed Merger, including the potential inability of
the companies to integrate successfully their operations, facilities and
management and the possibility that the Merger could have an adverse effect on
the companies' relationships with customers or supplies. The Kent Board believed
that these risks were outweighed by the potential benefits of the Merger. After
considering the advantages and disadvantages of the proposed merger with
Futronix and Wire & Cable, the Kent Board has determined that the Merger is fair
to and in the best interests of Kent and the Kent Shareholders. Accordingly, the
Kent Board unanimously approved and adopted the Merger Agreement and the
transactions contemplated thereby and recommends that the Kent Shareholders
approve the Merger and the Amendment.

The Futronix Board also considered certain potential disadvantages or
negative factors relating to the proposed Merger, including the potential
inability of the companies to integrate successfully their operations,
facilities and management and the possibility that the Merger could have an
adverse effect on the companies' relationships with customers or suppliers. The
Futronix Board believed that these risks were outweighed by the potential
benefits of the Merger. After considering the advantages and disadvantages of
the proposed merger with Kent, the Futronix Board has determined that the Merger
is fair to the Futronix Shareholders and is in the best interests of Futronix
and the Futronix Shareholders. Accordingly, the Futronix Board unanimously
approved and adopted the Merger Agreement and the transactions contemplated
thereby and recommends that the Futronix Shareholders approve the Merger.

In reaching these conclusions, the respective Boards of Kent and Futronix
considered a number of factors, including among other things, the terms and
conditions of the Merger Agreement; information with respect to the financial
condition, business operations and prospects of each of Kent, Futronix and Wire
& Cable on both a historical and prospective basis; and the views and opinions
of their respective managements and advisors. Neither the Kent Board nor the
Futronix Board obtained an independent fairness opinion with respect to the
Merger.

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<PAGE> 27

THE KENT BOARD RECOMMENDS THAT THE KENT SHAREHOLDERS APPROVE THE MERGER.

THE FUTRONIX BOARD RECOMMENDS THAT THE FUTRONIX SHAREHOLDERS APPROVE THE
MERGER.

THE MERGER AGREEMENT

PLAN OF MERGER

Pursuant to the Merger Agreement, Futronix and Wire & Cable will be merged
with and into Futronix Acquisition. Following the Merger, Futronix Acquisition,
the surviving corporation, will be renamed "Futronix Corporation" and continue
its existence under the laws of the State of Texas and the separate corporate
existence of Futronix and Wire & Cable will cease. Kent will continue to own all
of the outstanding securities of Futronix Acquisition following the Merger.

CONVERSION OF SECURITIES

Pursuant to the Merger Agreement, all of the Futronix Shareholders and the
Wire & Cable Shareholders will exchange all of the securities they hold of
Futronix and Wire & Cable, respectively, for securities of Kent or cash, as
follows:

<TABLE>
<CAPTION>
AS CONVERTED(1)
----------------------------------------------
SECURITIES OWNED NUMBER OF
- --------------------------------------------- SHARES OR
NUMBER OF AMOUNT OF
SECURITY SHARES SECURITY CASH
- ----------------------------------- --------- ----------------------------------- ----------
<S> <C> <C> <C>
Futronix Class A Common Stock...... 1,243,985 Kent Common Stock.................. 486,112
Futronix Class B Common Stock...... 344,250 Kent Common Stock.................. 134,523
Futronix Class C Common Stock...... 48,500 Kent Common Stock.................. 18,952
Futronix Convertible Preferred
Stock............................ 1,000,000 Kent Common Stock.................. 390,770
Futronix Nonconvertible Preferred
Stock............................ 2,200,000 Cash............................... $2,200,000
Futronix Warrants.................. 680,673 Kent Common Stock.................. 265,986
Wire & Cable Common Stock.......... 1,000 Kent Common Stock.................. 812,052
</TABLE>

- ---------------

(1) See "Description of Kent Common and Preferred Stock."

REPRESENTATIONS AND WARRANTIES

The Merger Agreement contains representations and warranties customary in
transactions such as the Merger by each of Kent, Futronix and Wire & Cable
relating to, among other things, corporate status and authority, the
authorization and validity of the Merger Agreement, capitalization and the
business and operations of Futronix and Wire & Cable.

CONDUCT OF BUSINESS PRIOR TO MERGER

Futronix and Wire & Cable have each agreed that, except as otherwise
approved by Kent in writing or provided in the Merger Agreement, prior to the
Merger, it will not (a) enter into any contract or otherwise incur any liability
outside the ordinary course of business unless the aggregate executory
obligations are less than $100,000; (b) merge or consolidate with, purchase
substantially all of the assets of, or otherwise acquire any other business
entity; (c) issue (other than upon the exercise or conversion of existing
rights) additional shares of or split, combine or reclassify its capital stock;
(d) amend its charter documents or bylaws; (e) compromise, settle or otherwise
adjust any material claim or litigation; (f) make any capital expenditures
which, along with all capital expenditures made since June 30, 1996, aggregate
more than $100,000; or (g) discharge or satisfy any encumbrance or pay or
satisfy any material liability except pursuant to the terms thereof.

17
<PAGE> 28

CERTAIN COVENANTS

Pursuant to the Merger Agreement, each of Futronix and Wire & Cable has
agreed that it will use commercially reasonable efforts to fulfill the
conditions to the Merger described below. See "-- Conditions to the Merger." In
this regard, Futronix and Wire & Cable will (a) refrain from any actions that
would cause any of its representations and warranties to be inaccurate in any
material respect as of the closing of the Merger and transactions contemplated
thereby (the date on which such closing occurs is referred to herein as the
"Closing Date"); (b) execute and deliver certain documents and agreements; (c)
comply with all applicable laws in connection with its execution, delivery and
performance of the Merger Agreement and transactions contemplated thereby; (d)
use commercially reasonable efforts to obtain in a timely manner all necessary
waivers, consents and approvals required under any laws, contracts, or
otherwise; and (e) use commercially reasonable efforts to take, or cause to be
taken, all other actions reasonably necessary to consummate the transactions
contemplated under the Merger Agreement.

Futronix and Wire & Cable also have each agreed to (a) give the other party
and Kent full access to all of its properties, contracts, books, records and
affairs relating to its business; (b) not solicit, initiate or encourage
(including by way of furnishing information) or participate in any discussions
or negotiations with any third person concerning a tender or exchange offer,
merger, consolidation or other business combination involving any proposal to
acquire in any manner a substantial equity interest in, or all or substantially
all of its assets; (c) with respect to its meeting of shareholders to consider
the Merger or action by written consent, to deliver to its shareholders
necessary proxy materials and use reasonable efforts to obtain the necessary
shareholder approval of the Merger; and (d) identify in a letter to Kent all
persons who may be deemed "affiliates" of Kent for the purposes of Rule 145
under the Securities Act and to use reasonable efforts to cause each such person
to (i) acknowledge their responsibilities as such an affiliate under the
Securities Act, and (ii) comply with certain security transfer restrictions
enumerated in the Merger Agreement.

With respect to expenses incurred in carrying out the transactions
contemplated by the Merger Agreement, Futronix and Wire & Cable (or Futronix
Acquisition, if the Merger becomes effective) have agreed to pay all legal,
accounting and other expenses incurred by them with respect to transactions
contemplated by the Merger Agreement, including fees and costs incurred with
respect to providing information for inclusion in the Registration Statement,
fees and expenses of their respective accountants for work related to Futronix
and Wire & Cable, respectively, fees and expenses of their respective legal
counsel and travel expenses of their representatives. Notwithstanding the above,
upon termination of the Merger Agreement for certain events relating to the
breach of the Merger Agreement, the expenses of the nonbreaching party,
including certain expenses related to the previously planned merger of Futronix
and Wire & Cable, are payable by the breaching party. See "-- Amendments, Waiver
and Termination."

Certain Futronix Shareholders have agreed to terminate a shareholders'
agreement to which they are a party with respect to Futronix Stock as of the
consummation of the Merger.

In addition, Futronix and Wire & Cable, and their respective affiliates,
have agreed not to take any action that would prevent Kent or Futronix
Acquisition from accounting for the business combinations to be effected by the
Merger as a pooling of interests.

Mr. Bruno has agreed to grant to each of Paul R. Monahan and Joan Scott on
the Closing Date an option to purchase from Mr. Bruno shares of Kent Common
Stock in the form of an option agreement that provides for (a) in the case of
Mr. Monahan, an option to purchase 131,998 shares of Kent Common Stock
exercisable in whole or in part on or before February 26, 2013, at an exercise
price of $0.1005 per share of Kent Common Stock; (b) in the case of Ms. Scott,
an option to purchase 22,000 shares of Kent Common Stock, exercisable in whole
or in part on or before May 1, 2014, at an exercise price of $0.4774 per share
of Kent Common Stock; and (c) in the case of Mr. Monahan and Ms. Scott, the
cancellation of their respective Wire & Cable options. See "-- Options Granted
by Officer."

Upon consummation of the Merger, Kent has agreed (i) to pay to Mr. Monahan
the Value Appreciation Bonus pursuant to the terms and conditions to the Monahan
Agreement, (ii) to enter into employment agreements with each of Messrs. Bruno,
Hunt and Monahan and Ms. Scott, (iii) to repay all principal and

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interest outstanding at the Effective Time under the 7% subordinated promissory
notes of Futronix of approximately $1.2 million and (iv) at or promptly after
the Effective Time, to repay outstanding debt of Futronix and Wire & Cable owed
to financial institutions. In addition, Mr. Hunt shall become a director of Kent
in that class of directors whose term expires at the 1997 Annual Meeting of
Shareholders. Subject to its fiduciary duties under applicable law, the Kent
Board has agreed to nominate Mr. Hunt for reelection as a director at the 1997
Annual Meeting of Shareholders. See "-- Interests of Certain Persons in the
Merger," "-- Value Appreciation Bonus for Officer," and "-- Employment
Agreements."

SUBCHAPTER S PROVISIONS

Pursuant to the terms of the Merger Agreement, Wire & Cable is permitted to
make distributions to Mr. Bruno prior to the Closing Date in an amount equal to
(i) Mr. Bruno's estimated tax liabilities for federal and state income taxes
with respect to income imputed to Mr. Bruno under the Subchapter S provisions of
the Code, plus (ii) 25% of Wire & Cable's net income for 1996 determined in
accordance with generally accepted accounting principles.

Mr. Bruno is required to issue a note to Futronix Acquisition at the
Closing Date in a principal amount equal to any amount by which such
distributions made to Mr. Bruno by Wire & Cable on account of Mr. Bruno's
potential tax liabilities for federal and state income taxes exceed Mr. Bruno's
actual federal and state tax liabilities and any amount in excess of the
permitted percentage of the net income of Wire & Cable. Any such note shall have
a term of three years and bear interest at the rate of 7% per annum.

To the extent that aggregate distributions to Mr. Bruno by Wire & Cable
during 1996 are less than the sum of his actual tax liabilities for income
imputed to him under the Subchapter S provisions of the Code and 25% of Wire &
Cable's net income for 1996, following the Effective Time, Futronix Acquisition
shall make a payment to Mr. Bruno in the amount of such shortfall. Further, Kent
has agreed to reimburse Mr. Bruno for any liabilities that he may have for
federal and state income taxes (including any interest or penalties) in excess
of the taxes he reported with respect to Subchapter S income for periods prior
to the Effective Time, subject to an aggregate limit of $50,000.

CONDITIONS TO THE MERGER

The obligations of each of the parties to the Merger Agreement to
consummate the Merger are subject to, among other matters, satisfaction of the
following conditions (unless waived or changed where permissible): (a) approval
of the Merger by the shareholders of each of Futronix and Wire & Cable and the
approval of the Merger and the Amendment by the shareholders of Kent, all in
accordance with applicable law; (b) the representations and warranties of the
other parties shall be true and correct on the Closing Date, unless the failure
of such representations and warranties to be true and correct would not have a
material adverse effect on Kent or Futronix and Wire & Cable, taken as a whole
(the "Combined Target"); (c) performance and compliance in all material respects
of all agreements and conditions required by the Merger Agreement to be
performed or satisfied prior to the Effective Time; (d) provision by each of
Kent, Futronix and Wire & Cable of the certificate of an executive officer
certifying that the conditions specified in (b) and (c) of this paragraph have
been fulfilled; (e) no law or court order shall have been enacted, issued or
entered which would have the effect of making the Merger illegal or otherwise
prohibiting the consummation of the Merger or which would have a material
adverse effect on Kent or the Combined Target; (f) all material approvals and
consents required in connection with the Merger shall have been obtained; (g)
Kent shall have received a letter from Grant Thornton LLP, dated as of the
Closing Date, to the effect that the Merger will qualify for pooling of
interests accounting treatment; (h) each of Kent and Futronix shall have
received an opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P., dated as of
the Closing Date, to the effect that the Merger will qualify as a tax-free
reorganization under Section 368 of the Code; (i) none of the Futronix
Shareholders, other than holders of not more than 15,000 shares of Futronix
Class C Common Stock, shall hold dissenting shares; (j) the Registration
Statement shall have become effective and no stop order suspending the
effectiveness of the Registration Statement shall be in effect, nor proceedings
for that purpose threatened by the Commission or initiated and not concluded or
withdrawn; and (k) all state securities or blue sky approvals shall have been
received.

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SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

The Merger Agreement provides that, except with respect to covenants to be
performed after the consummation of the Merger, the representations, warranties
and covenants set forth therein will not survive the consummation of the Merger.

AMENDMENTS, WAIVER AND TERMINATION

The Merger Agreement may be amended only by written agreement of each of
the parties thereto. Any term or provision of the Merger Agreement may be waived
at any time by the party entitled to the benefit thereof by a written instrument
duly executed by such party.

The Merger Agreement may be terminated at any time prior to the Effective
Time (a) by mutual written consent of each of Kent, Futronix and Wire & Cable;
(b) by any of Kent, Futronix or Wire & Cable if (i) the Merger is not
consummated on or before January 31, 1997, provided that the party seeking to
terminate the Merger Agreement is not otherwise in breach in any material
respect of any of its obligations thereunder, or (ii) any court of competent
jurisdiction has issued an order, decree or ruling or taken any other action
restraining, enjoining or otherwise prohibiting the Merger and such order,
decree, ruling or other action has become final and nonappealable; (c) by
Futronix or Wire & Cable if Kent has breached, or failed to comply with, any of
its obligations under the Merger Agreement or any representation or warranty
made by it or him shall have been incorrect when made, such breach, failure or
misrepresentation is not cured within 20 days after notice thereof, and any such
breach, failure or misrepresentation, individually or in the aggregate, results
or would reasonably be expected to result in a material adverse effect on Kent;
or (d) by Kent if Futronix, any Futronix Shareholder Party (as defined in the
Merger Agreement), Wire & Cable, Mr. Bruno or Mr. Monahan has breached, or
failed to comply with, in any material respect, any of its obligations under the
Merger Agreement or any representation or warranty made by it shall have been
incorrect in any material respect when made, such breach, failure or
misrepresentation is not cured within 20 days after notice thereof, and any such
breach, failure or misrepresentation, individually or in the aggregate, results
or would reasonably be expected to result in a material adverse effect on Kent
or the Combined Target.

If the Merger Agreement is terminated by Futronix or Wire & Cable as a
result of a breach by Kent, Kent is required to pay Futronix and Wire & Cable an
amount equal to the expenses incurred by Futronix and Wire & Cable in connection
with the Merger Agreement, including without limitation those out-of-pocket
expenses incurred in connection with the previous agreement to merge Futronix
and Wire & Cable and to participate in an initial public offering pursuant
thereto (including reimbursement of expenses and payment of a reasonable
termination fee to the proposed managing underwriters) (collectively, the "Deal
Expenses"), up to a maximum of $100,000 each, except that in the case of a
termination due to a breach by Kent that was existing on the date of the Merger
Agreement and that was known to exist on the date thereof by Kent, or a
termination due to a willful breach by Kent, Kent shall pay to Futronix and Wire
& Cable all of such expenses without any limitation.

If the Merger Agreement is terminated by Kent, Futronix or Wire & Cable as
a result of the failure by another party to obtain any required approvals of the
Merger from such party's shareholders or any required material consents, the
failing party must pay to the others an amount equal to all of the Deal Expenses
incurred by the others not to exceed $1,000,000 each.

If the Merger Agreement is terminated by Kent as a result of a breach by
any other party thereto, the breaching party shall pay to Kent and the other
non-breaching corporate party (excluding any corporate party whose affiliate
committed the breach) an amount equal to all of the Deal Expenses incurred by
Kent or such other non-breaching corporate party up to a maximum of $100,000
each, except that in the case of a termination due to a breach existing on the
date of the Merger Agreement that was known to exist on such date by such
breaching party, or a termination due to a willful breach by such breaching
party, the breaching party shall pay to Kent and the other non-breaching
corporate party all of such Deal Expenses without any limitation.

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<PAGE> 31

NON-COMPETITION/NON-SOLICITATION AGREEMENTS

Notwithstanding, and in addition to, any terms of any employment agreements
with Futronix Acquisition, each of Mr. Hunt, Mr. Bruno and Mr. Monahan has
agreed that for a period of five years from the Effective Time, he shall not
directly or indirectly, for his own account or the account of others, whether as
owner, partner, joint venturer, lender, shareholder, director, officer,
employee, consultant or otherwise: (i) in any state where Futronix Acquisition
does business, engage, invest or otherwise take part in, or render any service
(whether for or without compensation) to any person or company (other than
Futronix Acquisition) who or which is directly or indirectly engaged in any
business that is competitive with any business conducted by Futronix Acquisition
in which he has been, is or shall be actively involved, including but not
limited to the purchase and sale, distribution, marketing, brokering of or
dealing in electrical and electronic wire and cable; (ii) compete for or solicit
any of the business conducted by Futronix Acquisition from any customer of
Futronix Acquisition other than for the benefit of Futronix Acquisition; (iii)
induce any customer of Futronix Acquisition, or request or advise any such
customer, to withdraw, curtail, or cancel any such customer's business with
Futronix Acquisition; or (iv) solicit directly or indirectly for employment
outside Futronix Acquisition any person currently employed by Futronix
Acquisition or who has been employed by Futronix Acquisition. However, Mr. Hunt,
Mr. Bruno or Mr. Monahan may have a financial interest in a competitor of
Futronix Acquisition if that interest is in the form of ownership of less than
one percent (1%) of the outstanding stock of a company whose securities are
listed on a national stock exchange or quoted on the Nasdaq National Market.

LISTING OF KENT COMMON STOCK

Kent has filed an additional listing application to have the Kent Common
Stock to be issued in the Merger included for listing on the New York Stock
Exchange on the Closing Date. It is a condition to the Merger that the
additional shares of Kent Common Stock shall have been duly approved for listing
on the New York Stock Exchange.

INTERESTS OF CERTAIN PERSONS IN THE MERGER

No director or executive officer of Kent had or will have a business
relationship with Futronix or Wire & Cable prior to the Effective Time.
Likewise, no director or executive officer of Futronix had or will have a
business relationship with Kent or Wire & Cable prior to the Effective Time, and
no director or executive officer of Wire & Cable had or will have a business
relationship with Kent or Futronix prior to the Effective Time. In considering
the recommendations of the Kent and Futronix Boards with respect to the Merger,
however, the Kent Shareholders and Futronix Shareholders should be aware that
certain directors and executive officers of Futronix and Wire & Cable have an
interest in the consummation of the Merger. Upon consummation of the Merger, Mr.
Hunt shall become a director of Kent in that class of directors whose term
expires at the Kent 1997 Annual Meeting of Shareholders. Subject to its
fiduciary duties under applicable law, the Kent Board has agreed to nominate Mr.
Hunt for re-election as a director at the 1997 Annual Meeting of Shareholders.
In addition, Kent has agreed to pay Mr. Monahan the Value Appreciation Bonus
pursuant to the terms and conditions of the Monahan Agreement. Further, Kent and
Futronix Acquisition shall enter into employment agreements with each of Messrs.
Hunt, Bruno, and Monahan and Ms. Scott. See "-- Value Appreciation Bonus for
Officer," and "-- Employment Agreements."

VALUE APPRECIATION BONUS FOR OFFICER

Pursuant to his existing employment agreement with Wire & Cable, Paul R.
Monahan is entitled to receive the Value Appreciation Bonus upon the occurrence
of certain events, including the sale or merger of Wire & Cable, in the amount
of 10% of the sale price or value assigned for purposes of the sale or merger.
In exchange for Mr. Monahan's agreement to relinquish all rights to such bonus,
Kent has agreed to pay Mr. Monahan, upon his completion of seven days of
employment with Kent, the value appreciation bonus (the "Value Appreciation
Bonus") of 48,400 shares of Kent Common Stock and cash equal to 82% of such
number of shares multiplied by the value of a share of Kent Common Stock at the
time such bonus is paid as determined for reporting such bonus for federal
income tax purposes. The cash portion of the Value

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Appreciation Bonus is intended to equal the estimated amount of federal and
state income taxes for which Mr. Monahan will be responsible in connection with
the Value Appreciation Bonus (both the stock and cash portions), assuming an
effective tax rate of 45%. Mr. Monahan shall not forfeit the Value Appreciation
Bonus in the event that he is unable to serve Kent for such seven-day period as
a result of his death, disability or termination without cause.

EMPLOYMENT AGREEMENTS

Messrs. Hunt, Bruno and Monahan each will enter into an employment
agreement with Kent and the Surviving Corporation effective as of the Closing
Date. The term of the agreements of Messrs. Hunt, Bruno and Monahan is from the
Closing Date to April 1, 2000. Ms. Scott will also enter into an employment
agreement with Kent and the Surviving Corporation. The term of her agreement is
from the Closing Date to December 31, 1997, with one automatic two-year
extension, unless 90 days' prior notice of non-renewal is given by either party
or the agreement is otherwise terminated in accordance with its provisions. The
agreements of Messrs. Hunt and Bruno provide for an annual base salary of
$150,000, and the agreement of Mr. Monahan provides for an annual base salary of
$155,000. Ms. Scott's agreement provides for an annual base salary of $75,000.
Each of the salaries may be increased on an annual basis as determined by the
Board of Directors of the Surviving Corporation. Prior to the Closing Date, the
annual remuneration of Messrs. Hunt, Bruno, Monahan and Ms. Scott is $72,000,
$300,000, $200,000 and $96,000, respectively.

For the period of employment ending December 31, 1996, Messrs. Hunt, Bruno
and Monahan and Ms. Scott will not receive bonuses. The Hunt, Bruno, and Monahan
agreements provide for bonuses to be paid to Messrs. Hunt, Bruno and Monahan for
the fourth quarter of the Surviving Corporation's 1997 fiscal year and the 1998
fiscal year, which bonuses shall equal 1.25 times 2.34% of the Surviving
Corporation's income from operations for the 1998 fiscal year for Messrs. Hunt
and Bruno, and 1.25 times .79% of the Surviving Corporation's income from
operations for the 1998 fiscal year for Mr. Monahan. Ms. Scott's agreement
provides for a bonus to be paid to her for the 1997 calendar year, which bonus
shall equal 1.333 times .39% of the Surviving Corporation's income from
operations for the first three quarters of the 1998 fiscal year. The foregoing
bonuses are only payable if the Surviving Corporation's income from operations
for its 1998 fiscal year exceeds $7,025,000, or, in the case of Ms. Scott, if
the Surviving Corporation's income from operations for the first three quarters
of its 1998 fiscal year exceeds $5,268,750, and such bonuses will be determined
without taking into account bonuses paid to such employees. Ms. Scott's bonus is
payable, if earned, even if her employment with the Surviving Corporation is not
extended beyond December 31, 1997.

In the event of termination without cause, Messrs. Hunt, Bruno and Monahan
and Ms. Scott each are entitled to a lump sum payment equal to his or her salary
for the remainder of the employment term plus a bonus for the remainder of the
employment term based upon the bonus amount paid in the year immediately
preceding such termination. In addition, each agreement provides for the
continuation of health benefits for Messrs. Hunt, Bruno and Monahan and Ms.
Scott until the earlier of 18 months after termination without cause or the date
upon which health benefits are obtained from another source. In the event of
termination with cause or resignation, Messrs. Hunt, Bruno and Monahan and Ms.
Scott are each entitled to receive all accrued and unpaid salary and fringe
benefits through the date of such termination or resignation.

The foregoing employment agreements include non-competition and
non-solicitation covenants that are substantially the same as the
non-competition and non-solicitation covenants set forth in the Merger
Agreement. Messrs. Hunt, Bruno and Monahan are each bound by such
non-competition and non-solicitation covenants until three years after their
respective terms of employment with the Surviving Corporation terminate. Ms.
Scott is bound by such covenants during her employment and is additionally
restricted for a period of one year thereafter from soliciting for employment
certain employees and former employees of the Surviving Corporation. See "The
Merger Agreement -- Non-Competition/Non-Solicitation Agreements."

OPTIONS GRANTED BY OFFICER

In 1993 and 1994, respectively, Paul R. Monahan and Joan Scott were granted
options to acquire outstanding shares of Wire & Cable Common Stock from Theodore
J. Bruno. Pursuant to the Merger

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Agreement, Mr. Monahan and Ms. Scott have agreed to relinquish their respective
rights to such options for Wire & Cable Common Stock in exchange for options to
purchase 812.052 shares of Kent Common Stock for each share of Wire & Cable
Common Stock for which they have an option to purchase. Therefore, pursuant to
the Merger Agreement, Mr. Bruno will grant options to (i) Mr. Monahan to
purchase up to 131,998 shares of Kent Common Stock, exercisable in whole or in
part on or before February 26, 2013, at an exercise price of $0.1005 per share
of Kent Common Stock and (ii) Ms. Scott to purchase up to 22,000 shares of Kent
Common Stock, exercisable in whole or in part on or before May 1, 2014, at an
exercise price of $0.4774 per share of Kent Common Stock.

MANAGEMENT AFTER THE MERGER

Mr. Hunt, the President of Futronix, will become an Executive Vice
President and a director of Kent in that class of directors whose term expires
at the 1997 Annual Meeting of Shareholders. At the Effective Time, Mr. Bruno,
the Chief Executive Officer of Wire & Cable, Paul R. Monahan, the Chief
Operating Officer of Wire & Cable, together with Mr. Hunt, will serve as senior
management of the Surviving Corporation and each of them will execute an
employment agreement with Kent and Futronix Acquisition for a period until April
1, 2000. See "-- Employment Agreements."

GOVERNMENTAL AND REGULATORY APPROVALS

The Merger is subject to the requirements of the HSR Act, and the rules and
regulations thereunder, which provide that certain merger transactions may not
be consummated until required information and material have been furnished to
the Antitrust Division of the Department of Justice and the Federal Trade
Commission and certain waiting periods have expired or been terminated. Other
than Notification and Report Forms under the HSR Act and certain filings and
approvals which may be required under certain federal and state securities or
"blue sky" laws, there are no federal or state regulatory requirements that must
be complied with or approvals that must be obtained in connection with the
Merger.

ACCOUNTING TREATMENT

MATERIAL FEDERAL INCOME TAX CONSEQUENCES

The following discussion summarizes the material federal income tax
consequences of the Merger to holders of shares of Futronix Stock and holders of
Futronix Warrants. Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. has issued to
Kent and filed as an exhibit to the Registration Statement, of which this Joint
Proxy Statement/Prospectus is a part, a tax opinion that the discussions of the
tax consequences and legal conclusions set forth in "Summary -- The
Merger -- Certain U.S. Federal Income Tax Consequences" and "The
Merger -- Material Federal Income Tax Consequences" are accurate and complete in
all material respects and constitute its opinion of the material tax
consequences to shareholders of Futronix receiving Kent Common Stock in the
Merger. The federal income tax discussion set forth below does not address all
aspects of federal income taxation that may be relevant to particular categories
of holders of shares of Futronix Stock and holders of Futronix Warrants who are
subject to special treatment under the Code, including, without

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limitation, holders who are not citizens or residents of the United States, or
holders whose shares were acquired or will be acquired pursuant to the exercise
or termination of employee stock options or otherwise as compensation, nor does
the discussion address the effect of any applicable foreign, state, local or
other tax laws. This discussion assumes that holders of shares of Futronix Stock
and holders of Futronix Warrants hold their shares and/or warrants as capital
assets within the meaning of Section 1221 of the Code. HOLDERS OF SHARES OF
FUTRONIX STOCK AND HOLDERS OF FUTRONIX WARRANTS SHOULD CONSULT THEIR OWN TAX
ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES OF THE MERGER TO THEM, INCLUDING
THE APPLICABILITY AND EFFECT OF FOREIGN, STATE, LOCAL AND OTHER TAX LAWS.

It is a condition to the obligation of each of Kent, Futronix and Wire &
Cable to the consummation of the Merger that Liddell, Sapp, Zivley, Hill &
LaBoon, L.L.P., counsel to Kent, render a tax opinion to, and which may be
relied upon by, Kent and Futronix that the Merger will qualify as a tax-free
reorganization for federal income tax purposes. Such opinion will not be binding
on the Internal Revenue Service or any court, and will be based upon certain
written representations of Kent, Futronix, Wire & Cable, Theodore J. Bruno, and
the Futronix Shareholder Parties (as defined in the Merger Agreement). No ruling
has been sought from the Internal Revenue Service as to the federal income tax
consequences of the Merger.

As a tax-free reorganization, no gain or loss will be recognized for
federal income tax purposes by Futronix, Wire & Cable, Kent or Futronix
Acquisition as a result of the Merger. In addition, the Merger will have the
following federal income tax consequences to holders of shares of Futronix
Common Stock, Futronix Convertible Preferred Stock, Futronix Nonconvertible
Preferred Stock and holders of Futronix Warrants:

TAX CONSEQUENCES TO HOLDERS OF FUTRONIX COMMON STOCK. No gain or loss
will be recognized by holders of Futronix Common Stock as a result of the
exchange of their shares of Futronix Common Stock for shares of Kent Common
Stock pursuant to the Merger. The aggregate tax basis of the shares of Kent
Common Stock received by each holder of Futronix Common Stock will equal
the aggregate tax basis of such holder's shares of Futronix Common Stock
exchanged in the Merger. The holding period for the shares of Kent Common
Stock received by each holder of Futronix Common Stock will include the
holding period for the shares of Futronix Common Stock of such holder
exchanged in the Merger.

TAX CONSEQUENCES TO HOLDERS OF FUTRONIX CONVERTIBLE PREFERRED STOCK.
No gain or loss will be recognized by holders of Futronix Convertible
Preferred Stock as a result of the exchange of their shares of Futronix
Convertible Preferred Stock for shares of Kent Common Stock pursuant to the
Merger. The aggregate tax basis of the shares of Kent Common Stock received
by each holder of Futronix Convertible Preferred Stock will equal the
aggregate tax basis of such holder's shares of Futronix Convertible
Preferred Stock exchanged in the Merger. The holding period for the shares
of Kent Common Stock received by each holder of Futronix Convertible
Preferred Stock will include the holding period for the shares of Futronix
Convertible Preferred Stock of such holder exchanged in the Merger.

TAX CONSEQUENCES TO HOLDERS OF FUTRONIX NONCONVERTIBLE PREFERRED
STOCK. A holder of Futronix Nonconvertible Preferred Stock will be taxed on
the proceeds received either (i) as a dividend (to the extent of his
ratable share of Futronix accumulated earnings and profits), or (ii) as a
capital gain, in any case, to the extent that such proceeds exceed his tax
basis in the Futronix Nonconvertible Preferred Stock surrendered. This
determination shall be made pursuant to the rules set forth in Section 302
of the Code as if the holder of the Futronix Nonconvertible Preferred Stock
had received Kent Common Stock in exchange therefor as part of the Merger
and Kent then redeemed such Kent Common Stock.

TAX CONSEQUENCES TO HOLDERS OF FUTRONIX WARRANTS. For federal income
tax purposes, the exchange of Futronix Warrants for the right to receive
Kent Common Stock generally should be treated as a taxable exchange
pursuant to Section 1001 of the Code. Accordingly, a holder of Futronix
Warrants will recognize capital gain or loss equal to the difference
between the fair market value of the rights received in the Merger and such
holder's tax basis in Futronix Warrants exchanged therefor. A Futronix
Warrant holder's tax basis in the rights received in the exchange will be
equal to the fair market value of the Futronix Warrant surrendered. Holders
of Futronix Common Stock issued upon exercise of Futronix

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Warrants before the Effective Time will have the same tax consequences with
respect to such shares of Futronix Common Stock as all other shares of
Futronix Common Stock.

CONSEQUENCES UNDER FEDERAL SECURITIES LAWS

The shares of Kent Common Stock issuable to Futronix Shareholders in
connection with the Merger have been registered under the Securities Act.
Accordingly, there will be no federal securities law restrictions upon the
resale or transfer of such shares by former Futronix Shareholders except for
those shareholders who are deemed "affiliates" of Futronix, as that term is
defined in Rule 145 under the Securities Act. The shares of Kent Common Stock
issuable to the Wire & Cable Shareholders in connection with the Merger have not
been registered under the Securities Act. Accordingly, such shares will be
"restricted securities" pursuant to Rule 144 under the Securities Act. See
"Resale of Kent Common Stock."

DISSENTERS' RIGHTS

Any Futronix Shareholder of record may exercise dissenters' rights in
connection with the Merger by properly complying with the requirements of
Articles 5.11, 5.12 and 5.13 of the Texas Business Corporation Act, as amended
(the "TBCA"), attached to this Joint Proxy Statement/Prospectus as Appendix II.
By exercising dissenter's rights, any such Futronix Shareholder would be
entitled to have the "fair value" of his shares of Futronix Stock determined by
a court and paid to him in cash. A shareholder must follow the exact procedure
required by the TBCA in order to properly exercise dissenters' rights of
appraisal and avoid waiver of those rights.

In order to properly exercise his dissenter's rights, a dissenting Futronix
Shareholder must refrain from voting in favor of the Merger. Failure to vote
against the Merger will not constitute a waiver of the dissenter's rights of
appraisal; however, a vote in favor of the Merger will constitute such a waiver.

The following is a summary of the statutory procedures that a shareholder
of a Texas corporation must follow in order to exercise his or her dissenter's
rights under Texas law in connection with the Merger. This summary is not a
complete statement of dissenters' rights and is qualified in its entirety by
reference to Articles 5.11, 5.12 and 5.13 of the TBCA, the text of which is set
forth in full in Appendix II of this Joint Proxy Statement/Prospectus.

The TBCA provides that a shareholder of a Texas corporation, who holds
shares of a class or series that is entitled to vote with respect to a plan of
merger as a class or otherwise, has the right to exercise the rights and
remedies of a dissenting shareholder as set forth in Articles 5.11, 5.12 and
5.13 of the TBCA. Specifically, any holder of Futronix Stock who desires to
dissent from the Merger must file a written objection to the Merger prior to the
Futronix Special Meeting at which a vote on the Merger shall be taken. The
written objection must be addressed to Futronix Corporation, 12614 Hempstead
Highway, Houston, Texas 77092, Attention: Terrence M. Hunt, must state that the
shareholder will exercise his right to dissent if the Merger is consummated and
give the shareholder's address to which notice of effectiveness of the Merger
shall be sent. A vote against the Merger is not sufficient to perfect a
shareholder's statutory right to dissent from the Merger. If the Merger is
consummated, each shareholder who sent notice to Futronix as described above and
who did not vote in favor of the Merger will be deemed to have dissented from
the Merger.

Under the TBCA, the surviving corporation (which, in the present case,
would be Futronix Acquisition) shall be required to mail to each Futronix
Shareholder who filed a written objection prior to the Futronix Special Meeting
and who has not voted in favor of the Merger, within 10 days after the Effective
Time of the Merger, notice (the "Notice") of (i) the fact and date of the Merger
and (ii) that the Futronix Shareholder may exercise his right to dissent from
the Merger. Any Futronix Shareholder desiring to exercise his right of dissent
must, within 10 days after the mailing of the Notice, make a written demand on
Futronix Acquisition for payment of the fair value of such shareholder's shares
of Futronix Stock. The demand must state the number and class of shares owned by
the dissenting Futronix Shareholder and the fair value of the shares as
estimated by the shareholder. The fair value of the shares shall be the value
thereof as of the date immediately preceding the Futronix Special Meeting,
excluding any appreciation or depreciation in anticipation of the Merger.

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OTHER THAN A WRITTEN OBJECTION TO THE MERGER WHICH MUST BE FILED WITH
FUTRONIX BEFORE THE FUTRONIX SPECIAL MEETING, ANY WRITTEN DEMAND REQUIRED OF ANY
DISSENTING SHAREHOLDER UNDER ARTICLES 5.11 THROUGH 5.13 OF THE TBCA SHOULD BE
SENT IN A MANNER THAT ASSURES THAT SUCH NOTICE IS RECEIVED BY FUTRONIX
ACQUISITION ADDRESSED TO FUTRONIX CORPORATION, 7433 HARWIN DRIVE, HOUSTON,
TEXAS, 77036, ATTENTION: PRESIDENT.

Any Futronix Shareholder who fails to make such written demand within the
10-day period will lose the right to dissent and will be bound by the terms of
the Merger. In order to preserve his dissenter's rights, a dissenting Futronix
Shareholder must also, within 20 days after making a demand for payment, submit
his or her stock certificates to Futronix Acquisition for notation thereon that
such demand has been made. The failure of such dissenting shareholder to do so
shall, at the option of Futronix Acquisition, terminate the shareholder's rights
to dissent and appraisal, unless a court of competent jurisdiction for good and
sufficient cause shown shall direct otherwise. Futronix Acquisition intends to
terminate a shareholder's rights to dissent and appraisal for failure of any
such shareholder to comply with the statutory deadlines for submission of stock
certificates and any other statutory requirements, unless a court of competent
jurisdiction directs otherwise.

Any Futronix Shareholder who has properly demanded payment for his shares
will not thereafter have any rights as a shareholder, except the right to
receive payment for his shares pursuant to Article 5.12 of the TBCA and the
right to maintain an appropriate action to obtain relief on the grounds that the
Merger and the related transactions were fraudulent.

Within 20 days after its receipt of a demand for payment, Futronix
Acquisition must deliver or mail to the dissenting Futronix Shareholder written
notice stating that either (i) Futronix Acquisition agrees to pay the amount of
the shareholder's demand within 90 days after the Effective Time of the Merger
upon receipt of the dissenting shareholder's duly endorsed stock certificates or
(ii) Futronix Acquisition offers to pay its own estimate of the fair value of
the shares within 90 days after the Effective Time of the Merger upon receipt of
the dissenting shareholder's duly endorsed stock certificates and upon receipt
of notice within 60 days after the Effective Time of the Merger that the
dissenting shareholder agrees to accept Futronix Acquisition's estimate. If the
dissenting Futronix Shareholder and Futronix Acquisition agree upon the value of
the dissenting Futronix Shareholder's shares within 60 days after the Effective
Time of the Merger, Futronix Acquisition shall pay the amount of the agreed
value to the dissenting Futronix shareholder upon receipt of the dissenting
shareholder's duly endorsed stock certificates within 90 days after the
Effective Time of the Merger. Upon payment of the agreed value, the dissenting
Futronix Shareholder will cease to have any interest in such shares.

If the dissenting Futronix Shareholder and Futronix Acquisition do not
agree upon the value of the dissenting shareholder's shares within 60 days after
the Effective Time of the Merger, then either the dissenting shareholder or
Futronix Acquisition may, within 60 days after the expiration of such 60-day
period for agreement, file a petition in a court of competent jurisdiction in
the county in Texas in which the principal office of Futronix Acquisition is
located (Harris County), seeking a determination of the fair value of the
shares. Within 10 days following its receipt of notice of such a petition filed
by a dissenting shareholder or upon the filing of such a petition by Futronix
Acquisition, Futronix Acquisition must file with the court a list of the names
and addresses of all Futronix Shareholders who have demanded payment for their
shares and with whom agreements as to value have not been reached. The clerk of
the court will then give notice of the hearing of any such petition to Futronix
Acquisition and to all of the dissenting Futronix Shareholders on the list
provided by Futronix Acquisition. All dissenting Futronix Shareholders notified
in this manner and Futronix Acquisition will be bound by the final judgment of
the court as to the value of the shares.

Futronix Acquisition has not yet determined whether it will institute an
action seeking a judicial determination of the fair value of any Futronix Stock
in the event that Futronix Acquisition and any dissenting Futronix Shareholders
do not agree as to the value of the dissenting shareholders' shares; such
determination will depend, among other considerations, upon the number of
dissenting Futronix Shareholders with whom such a disagreement exists and the
magnitude of the difference in the parties' respective opinions as to the value
of the dissenting shareholders' shares.

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<PAGE> 37

In considering such a claim, the court will determine which of the
dissenting Futronix Shareholders have complied with the provisions of the TBCA
and are entitled to valuation and payment for their shares and will appoint one
or more qualified appraisers to assist in the determination of the fair value of
the shares upon such investigation as the appraisers consider proper. The
appraisers shall afford a reasonable opportunity to the dissenting Futronix
Shareholders and Futronix Acquisition to submit evidence as to the value of the
shares.

Upon receipt of the appraisers' report, the court will by its judgment
determine the fair value of the shares of the dissenting Futronix Shareholders
and will direct Futronix Acquisition, upon its receipt of the dissenting
Futronix Shareholders' duly endorsed stock certificates, to pay to the
dissenting shareholders the amount of the fair value of their shares, with
interest thereon beginning 91 days after the Effective Time of the Merger to the
date of the judgment. Upon payment of the judgment, the dissenting Futronix
Shareholders will cease to have any interest in the shares or in Futronix
Acquisition. The court will allow the appraisers a reasonable fee as court costs
and will allocate all court costs between the parties in such manner as it
determines to be fair and equitable.

Any dissenting Futronix Shareholder may withdraw his demand at any time
before receiving payment for his shares or before a petition has been filed
seeking determination of the fair value of his or her shares. No such dissenting
shareholder may withdraw his demand after payment for the shares has been made
or, unless Futronix Acquisition consents to the withdrawal, after such a
petition has been filed.

Futronix Shareholders considering appraisal rights should consider that the
payment which they eventually receive in exchange for their shares in a
dissenters' rights proceeding under Texas law could be less than, equal to, or
greater than the eventual market value of the consideration they would receive
as a result of the consummation of the Merger.

Any Futronix Shareholder who exercises his appraisal rights and receives
cash from Futronix Acquisition in exchange for his or her shares of Futronix
Stock will recognize taxable gain or loss in an amount equal to the difference
between (a) the sum of cash received from Futronix Acquisition and (b) the basis
of the shares of Futronix Stock so exchanged. Any such gain or loss recognized
would be long-term capital gain or loss if such shares constitute capital assets
in the hands of the dissenting Futronix Shareholder and have been held by such
Futronix Shareholder for more than one year at the Effective Time.

FUTRONIX SHAREHOLDERS WHO ARE CONSIDERING DISSENTING FROM THE MERGER ARE
URGED TO CONSULT THEIR OWN LEGAL COUNSEL.

THE AMENDMENT

The Kent Board unanimously recommends that the Kent Shareholders approve
the Amendment. The Amendment would increase the number of shares of Kent Common
Stock which Kent has the authority to issue from 30,000,000 shares to 60,000,000
shares, and the Amendment would become effective upon the filing of Articles of
Amendment to the Kent Articles of Incorporation with the Secretary of State of
Texas. Upon the effectiveness of the Amendment, the first paragraph of Article
IV of the Kent Articles of Incorporation would read in its entirety as follows:

"The aggregate number of shares which the corporation shall have
the authority to issue is sixty million (60,000,000) shares of Common
Stock, without par value, and two million (2,000,000) shares of
Preferred Stock, $1.00 par value per share."

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<PAGE> 38

The Merger Agreement requires an aggregate of 2,108,395 shares of Kent
Common Stock to be issued to the Futronix Shareholders and the Wire & Cable
Shareholders in consideration of the Merger. As of December 11, 1996, there were
23,941,122 shares of Kent Common Stock outstanding and an aggregate of 4,252,805
shares of Kent Common Stock reserved for issuance upon exercise of options
granted under Kent's stock option plans, leaving 1,806,073 shares of Kent Common
Stock authorized and available for issuance. Accordingly, the Merger is
contingent upon the requisite approval of the Amendment by Kent Shareholders.

In addition, the Kent Board believes that it is important for Kent to have
a sufficient reserve of shares of Kent Common Stock available for the future
needs of Kent. Increasing the number of authorized shares of Kent Common Stock
will facilitate the acquisition of other companies and properties and make
shares of Kent Common Stock available for other corporate purposes, including
any future issuances of Kent Common Stock in public or private financings,
payment of stock dividends, or upon subdivision of outstanding shares through
stock splits, or upon conversion or exercise of any convertible securities,
options, warrants or rights which may hereafter be issued for any desirable
corporate purpose. Having such additional authorized shares of Kent Common Stock
available for issuance in the future will give Kent greater flexibility and will
allow such shares to be issued without the expense and delay of a special
shareholders meeting. The additional shares of Kent Common Stock will be
available for issuance without further action by the Kent Shareholders, unless
such action is required by applicable law or the rules of any stock exchange on
which Kent's securities may then be listed. Other than in consideration of the
Merger, as otherwise contemplated by the Merger Agreement, or under its current
stock option plans, Kent does not have any plans, agreements, understandings or
arrangements that could or will result in the issuance of any Kent Common Stock.

Under certain circumstances, the shares available for additional issuance
could be used to create voting impediments or to frustrate persons seeking to
effect a merger or otherwise gain control of Kent. Also, any of such additional
shares of Kent Common Stock could be privately placed with purchasers who might
side with management of Kent in opposing a tender offer by a third party.
However, the Amendment is not being sought in order to frustrate any attempt to
acquire control of Kent, and Kent is not aware of any such attempt.

DESCRIPTION OF KENT COMMON AND PREFERRED STOCK

The following summary of the material terms and provisions of Kent Common
Stock and Kent Preferred Stock (as defined below) is qualified in its entirety
by reference to the Kent Articles (as defined below), which expressly include
the terms of the Kent Common Stock and Kent Preferred Stock. The Kent Articles
are incorporated by reference as Exhibits 3.1, 3.2, 3.3 and 3.4 to the
Registration Statement of which this Joint Proxy Statement/Prospectus is a part.

KENT COMMON STOCK

Kent is authorized to issue 30,000,000 shares of Kent Common Stock, and
upon approval of the Amendment by Kent Shareholders, Kent will be authorized to
issue 60,000,000 shares of Kent Common Stock. Holders of Kent Common Stock are
entitled to one vote per share on all matters on which they are entitled to
vote. Because holders of Kent Common Stock do not have cumulative voting rights,
holders of a majority of the shares voting for the election of directors can
elect all of the members of the Board of Directors. Except as required by Texas
law for certain extraordinary transactions and as set forth below under "Charter
and Bylaw Provisions," a majority vote is also sufficient for other actions that
require the vote or concurrence of shareholders. The Kent Common Stock is not
redeemable and has no conversion or preemptive rights. All of the outstanding
shares of Kent Common Stock are, and all of the shares offered hereby, when
issued in consideration of the Merger as contemplated by the Merger Agreement,
will be fully paid and nonassessable. In the event of the liquidation or
dissolution of Kent, subject to the rights of the holders of any outstanding
shares of Kent Preferred Stock, the holders of Kent Common Stock are entitled to
share pro rata in any balance of the corporate assets available for distribution
to them. Kent may pay dividends when and as declared by the Board of Directors
from funds legally available therefor. See "Market Prices and Dividend Policy."

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<PAGE> 39

KENT PREFERRED STOCK

The Kent Board is authorized to issue up to 2,000,000 shares of Kent
preferred stock, par value $1.00 per share ("Kent Preferred Stock"). No shares
of Kent Preferred Stock are currently outstanding. The Kent Board is authorized
to divide the Kent Preferred Stock into series and, with respect to each series,
to determine the dividend rights, dividend rate, conversion rights, voting
rights, redemption rights and terms, liquidation preferences, sinking fund
provisions, the number of shares constituting the series and the designation of
such series. The Kent Board could, without shareholder approval, issue Kent
Preferred Stock with voting rights and other rights that could adversely affect
the voting power of holders of Kent Common Stock and could be used to prevent a
hostile takeover of Kent. The Kent Board has set the terms and conditions of a
series of Kent Preferred Stock consisting of 200,000 shares designated as Kent
Series A Preferred Stock in connection with the adoption of a shareholder rights
plan. See "-- Shareholder Rights Plan." Except in connection with the possible
triggering of such plan, Kent has no present plans to issue any shares of Kent
Preferred Stock.

CHARTER AND BYLAW PROVISIONS

The Kent Articles have a "fair price" provision relating to certain
business combinations, including certain mergers, consolidations, asset and
stock conveyances, liquidations and reclassifications. The "fair price"
provision provides that, except in certain circumstances, any such business
combination between Kent and an interested shareholder (defined generally as a
person or entity that owns or has owned within the past two years, directly or
indirectly, 10% or more of Kent's outstanding voting stock) must be approved by
the affirmative vote of the holders of 80% of the outstanding voting stock of
Kent, unless certain pricing and procedural requirements regarding the business
combination are satisfied. For instance, one such requirement is that the
aggregate consideration to be paid for each share of Kent Common Stock must be
at least equal to the highest per share price paid by the interested shareholder
to acquire any share of Kent Common Stock during a specified period.
Additionally, the higher voting requirements do not apply to transactions
approved by a majority of the "continuing directors." Generally, a director is
deemed to be a continuing director if he was a director on May 15, 1987, or was
appointed by a majority of other continuing directors or elected by the
shareholders after having been recommended by a majority of other continuing
directors. The "fair price" provision could make it more difficult for a third
party to acquire control of Kent. See "Comparison of Shareholder
Rights-Interested Shareholder Transactions."

The Kent Board is classified into three classes of directors who serve
staggered three-year terms. Newly created directorships or vacancies on the
Board may only be filled by a majority vote of directors then in office, and
directors may be removed during their term only for cause and only by the
affirmative vote of two-thirds of all shares of voting stock. The Kent Bylaws
(as defined below) also require that the provisions described above may not be
further amended, altered, changed or appealed, nor may the number of directors
be increased, without either the affirmative vote of 80% of the shares of
capital stock of Kent entitled to vote generally in the election of directors or
the approval of a majority of directors in office. These provisions may have the
effect of discouraging hostile or unsolicited takeover attempts or proxy
contests or, alternatively, may encourage persons considering such actions to
negotiate with the existing Kent Board.

SHAREHOLDER RIGHTS PLAN

The Kent Board has created certain rights (the "Rights") and authorized the
issuance of one Right (subject to adjustment) for each outstanding share of Kent
Common Stock to shareholders of record at the close of business on May 24, 1990
(the "Record Date"). In addition, the related Rights Agreement provides for the
issuance of one Right for each share of Kent Common Stock issued after adoption
of the Rights Agreement (as defined below). After adjustment for Kent's three
for two stock split to shareholders of record on February 15, 1995, and Kent's
two for one stock split to shareholders of record on February 15, 1996, there is
currently one-third of a Right associated with each share of Kent Common Stock.
Each Right entitles the registered holder to purchase from Kent one
one-hundredth of a share of Kent Series A Preferred Stock, $1.00 par value per
share, of Kent (the "Series A Preferred Stock") at a price of $40 per one
one-hundredth of a share (subject to adjustment), payable in cash. The
description and terms of the Rights are set forth in a

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<PAGE> 40

Rights Agreement between Kent and Ameritrust Company National Association, as
Rights Agent, dated as of May 14, 1990 (the "Rights Agreement").

Although the Rights are not intended to prevent a takeover of Kent at a
full and fair price, they have certain anti-takeover effects. They deter an
attempt to acquire Kent in a manner which seeks to deprive Kent's Shareholders
of the full and fair value of their investment and may deter attempts by
significant shareholders to take advantage of Kent and its shareholders through
certain self-dealing transactions. The Rights may cause substantial dilution to
a person or group that acquires or attempts to acquire Kent without the rights
being redeemed. Accordingly, the Rights should encourage any potential acquiror
to seek to negotiate with the Kent Board. Unless the approval is first obtained
from the Kent Board or, in limited circumstances, the shareholders of Kent, the
Rights may deter transactions, including tender offers, which the majority of
Kent Shareholders may believe are beneficial to them. Under the Rights
Agreement, one-third of a Right will also be issued with each share of Kent
Common Stock issued in consideration of the Merger.

COMPARISON OF SHAREHOLDER RIGHTS

At the Effective Time, the shareholders of Futronix, a Texas corporation,
will become shareholders of Kent, a Texas corporation, and Texas law will govern
such shareholders' rights after the Merger. Differences among Kent's Articles of
Incorporation, as amended, and Amended and Restated Bylaws (respectively, the
"Kent Articles" and the "Kent Bylaws") and Futronix's Articles of Incorporation,
as amended, and by-laws, as amended (respectively, the "Futronix Articles" and
the "Futronix By-Laws"), will result in various changes in the rights of
shareholders of Futronix.

The following is a summary of material differences between the rights of
shareholders of Kent under the Kent Articles and Kent Bylaws, as compared with
those of Futronix Shareholders under the Futronix Articles and Futronix By-Laws.
This summary does not purport to be a complete description of the provisions
discussed and is qualified in its entirety by the TBCA, Kent Articles, Kent
Bylaws, Futronix Articles and Futronix By-Laws, to which the Futronix
Shareholders are referred.

CLASSIFIED BOARD OF DIRECTORS

In accordance with the Kent Bylaws, the Kent Board is divided into three
classes with the members of each class serving for a three year term. The
members of one class are elected at each annual meeting of Kent Shareholders.
After the appointment of Mr. Hunt as a director of Kent, the Kent Board will
consist of six members with each class having two members. The fact that the
Kent Board is divided into three classes may have the effect of discouraging
hostile or unsolicited takeover attempts or proxy contests or, alternatively,
may encourage persons considering such actions to negotiate with the existing
Kent Board. Neither the Futronix Articles nor the Futronix By-Laws provide for
classification of the Futronix Board. All members of the Futronix Board are
elected annually.

REMOVAL OF DIRECTORS

Under the TBCA, a Texas corporation may provide in its articles of
incorporation or bylaws that directors may be removed with or without cause in
accordance with the provisions of the bylaws or articles of incorporation. The
Kent Bylaws provide that directors may be removed only for cause and only by the
affirmative vote of the holders of 66 2/3% of all shares of stock entitled to
vote, voting together as a single class. The Futronix By-Laws provide that
directors may be removed with or without cause by a vote of the holders of the
majority of shares then entitled to vote at an election of directors.

CALL OF SPECIAL SHAREHOLDER MEETINGS

Under the TBCA, special meetings of shareholders may be called by the
president, the board of directors, a person authorized by the articles of
incorporation or bylaws, or by holders of not less than 10% of all the shares
entitled to vote, unless the articles of incorporation provide otherwise, but in
no event may the articles of incorporation require a number of shares greater
than 50% to call a special meeting. The Kent Bylaws

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<PAGE> 41

provide that special shareholder meetings may be called by the chairman of the
board, any one of the directors, the president or at the written request of
shareholders owning not less than one-tenth of all of the shares of the
corporation issued and outstanding and entitled to vote. The Futronix By-Laws
provide that a special meeting may be called by the president, a vice president,
the board of directors, or the holders of at least 10% of all the then-issued
and outstanding voting shares of the capital stock entitled to vote at such
meeting.

DISSENTERS' RIGHTS

The TBCA generally entitles a shareholder to exercise its appraisal rights
upon a merger of the corporation (except for the limited classes of mergers for
which no shareholder approval is required, and as set forth hereunder), the
sale, lease, exchange or other disposition of all, or substantially all, the
property and assets of the corporation if not made in the usual and regular
course of business, or a share exchange in which the shares of the shareholder
are to be acquired, if the shareholder complies with the requirements of
Articles 5.12 and 5.13 thereof. The TBCA, however, does not provide appraisal
rights for shareholders with respect to any plan of merger in which there is a
single surviving or new domestic or foreign corporation, or from any plan of
exchange, if (a) the shares held by the shareholder are part of a class of
shares which are listed on a national securities exchange, or held by not less
than 2,000 shareholders and (b) the shareholder is not required by the terms of
the plan of merger or exchange to accept for such shareholder's shares any
consideration other than (i) shares of a corporation that, immediately after the
merger or exchange, will be part of a class or series of shares which are
listed, or authorized for listing, on a national securities exchange, or held of
record by not less than 2,000 shareholders, and (ii) cash in lieu of fractional
shares otherwise entitled to be received.

DIVIDENDS AND DISTRIBUTIONS

The TBCA provides that the board of directors of a corporation may
authorize and the corporation may make distributions subject to any restrictions
in its articles of incorporation. However, the TBCA provides that distributions
may not be made if, after giving effect to the distribution, the corporation
would be insolvent or the distribution exceeds the surplus (defined as the
excess, if any, of net assets over stated capital) of the corporation. The
Futronix Articles state that the holders of Futronix Convertible Preferred Stock
shall not be entitled to dividends or other distributions. The Kent Articles do
not restrict the board of directors' authorization to make distributions.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

Under the TBCA, if a director or officer is found liable to the corporation
or is found liable on the basis that personal benefit was improperly received by
the person, the indemnification is limited to reasonable expenses actually
incurred and shall not be made if the person is found liable for wilful or
intentional misconduct, unless a court orders that the person is entitled to
indemnity, but the indemnification is limited to reasonable expenses actually
incurred.

The Kent Bylaws provide that the corporation shall indemnify any present or
former director or officer against any costs or expenses incurred by such
director or officer in connection with the action, suit or proceeding to which
the director or officer is made a party by reason of holding such position.

The Futronix By-Laws provide that the corporation shall indemnify any
present or former director or officer against expenses incurred by such director
or officer in connection with the defense of any action, civil or criminal, in
which he or she is a party by reason of being such director or officer, except
in relation to matters as to which he or she shall be adjudged in such action to
be liable for negligence or misconduct. The corporation shall also reimburse
such director or officer for the reasonable cost of settlement of any such
action if it shall be found by a majority of the directors not involved in the
matter, whether or not a quorum, that it was in the best interest of the
corporation to settle, and that such person was not guilty of negligence or
misconduct.

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<PAGE> 42

The TBCA provides that expenses incurred in defending any action or
proceeding may be paid by the corporation in advance of the final disposition
upon receipt of an undertaking by or on behalf of the director or officer to
repay the amount if it is ultimately determined that the director or officer is
not entitled to be indemnified by the corporation. The TBCA also requires a
written affirmation of good faith belief that the director or officer has met
the standard of conduct necessary for indemnification.

AMENDMENT TO ARTICLES OF INCORPORATION

The TBCA requires the affirmative vote of the holders of at least
two-thirds of the outstanding shares entitled to vote thereon for any amendment
to the articles of incorporation, unless such level is decreased by the articles
of incorporation. The Kent Articles do not decrease such level. The Futronix
Articles do not decrease such level.

VOTE REQUIRED FOR EXTRAORDINARY CORPORATE TRANSACTIONS

Under the TBCA, a merger or share exchange requires the approval of
two-thirds of the shares entitled to vote (unless the board of directors
requires a greater vote) of each constituent corporation, unless the articles of
incorporation provides otherwise, except if the domestic corporation meets the
following requirements: (a) the corporation will be the sole surviving
corporation in the merger; (b) the articles of incorporation will remain
unchanged after the merger; (c) each shareholder will hold the same number of
shares, with identical designations, preferences, limitations and relative
rights, immediately after the merger; (d) the voting power of outstanding voting
shares immediately after the merger plus the voting power of the total number of
voting shares issuable as a result of the merger will not exceed by more than
20% of the voting power of the total number of voting shares outstanding before
the merger; (e) the number of outstanding participating shares immediately after
the merger plus the number of participating shares issuable as a result of the
merger will not exceed by more than 20% the total number of participating shares
outstanding before the merger; and (f) the board of directors adopts a
resolution approving the plan of merger. A dissolution or a sale, lease,
exchange or other disposition of substantially all of the corporation's assets
if not made in the usual and regular course of business also requires
shareholder approval. Such a transaction is in the usual and ordinary course of
business if the corporation shall, directly or indirectly, either continue to
engage in one or more businesses or apply the consideration received in
connection with the transaction to the conduct of a business in which it engages
following the transaction. Under the TBCA, the approval of a dissolution or such
a sale of substantially all of the corporation's assets also requires the
affirmative vote of at least two-thirds of the outstanding shares entitled to
vote thereon.

INTERESTED SHAREHOLDER TRANSACTIONS

The TBCA does not include any provision governing a business combination
between a corporation and an interested shareholder, and the Futronix Articles
do not contain a business combination provision. The Kent Articles provide that
eighty percent of all shares of stock of the corporation entitled to vote in
elections of directors, considered for this purpose as one class, shall be
required for the adoption or authorization of a "Business Combination" with or
involving any "Interested Shareholder," provided, however, that such eighty
percent voting requirement shall not apply if certain conditions are satisfied.
A Business Combination includes a (1) merger, consolidation or sale, lease,
transfer, exchange, mortgage, pledge, or other disposition of all or
substantially all of the assets of the corporation and its subsidiaries to an
Interested Shareholder, (2) a liquidation or dissolution of the corporation on
behalf of an Interested Shareholder, (3) the issuance by the corporation of any
securities of the corporation to an Interested Shareholder, and (4) any
reclassification of securities or other transaction which has the effect of
increasing an Interested Shareholder's proportionate share of stock of the
corporation. Interested Shareholder means (1) anyone who is the beneficial owner
immediately prior to the consummation of the Business Combination of ten percent
or more of the voting stock, (2) anyone who at any time within two years
preceding the consummation of a Business Combination was the beneficial owner of
ten percent or more of the voting stock and (3) any assignee of shares of voting
stock which were at any time within two years preceding the consummation of a
Business Combination owned by an Interested Shareholder, if such assignment did
not involve a public offering.

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<PAGE> 43

SHAREHOLDER RIGHTS PLAN

Under the Rights Agreement, Kent has issued Rights that are associated with
Kent Common Stock. Currently, there is one-third of a Right associated with each
share of outstanding Kent Common Stock, and each Right entitles the registered
holder to purchase from Kent one one-hundredth of a share of Series A Preferred
Stock at a price of $40 per one one-hundredth of a share (subject to
adjustment), payable in cash. As discussed above, the Rights have certain
anti-takeover effects. Futronix has not adopted a shareholder rights plan. See
"Description of Kent Common and Preferred Stock -- Shareholder Rights Plan."

DIRECTOR LIABILITY

The Texas Miscellaneous Corporation Laws Act provides that a corporation
may include in its certificate or articles of incorporation a provision which
limits or eliminates the liability of directors to the corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director,
provided such liability does not arise from certain proscribed conduct,
including intentional misconduct and breach of the duty of loyalty.

The Kent Articles and the Futronix Articles provide that the liability of
directors shall be eliminated or limited to the fullest extent permitted by
Texas law, including any changes in the law after adoption of such articles.

MARKET PRICES AND DIVIDEND POLICY

Kent Common Stock is traded on the New York Stock Exchange under the symbol
"KNT". The following table sets forth the actual high and low closing sale
prices per share for the Kent Common Stock for the periods indicated as reported
in The Wall Street Journal.

<TABLE>
<CAPTION>
KENT COMMON
STOCK
----------------
PERIOD HIGH LOW
-------------------------------------------------------------------- ------ ------
<S> <C> <C>
Fiscal Year Ended April 1, 1995
First Quarter..................................................... $10.67 $ 8.92
Second Quarter.................................................... 12.17 10.17
Third Quarter..................................................... 13.33 11.42
Fourth Quarter.................................................... 15.38 12.49
Fiscal Year Ended March 30, 1996
First Quarter..................................................... 18.94 14.06
Second Quarter.................................................... 22.38 18.75
Third Quarter..................................................... 29.25 19.31
Fourth Quarter.................................................... 35.38 26.00
Fiscal Year Ending March 29, 1997
First Quarter..................................................... 43.25 26.75
Second Quarter.................................................... 32.25 17.00
Third Quarter (through December 11, 1996)......................... 28.13 21.63
</TABLE>

On September 24, 1996, the last trading day prior to the announcement by
Kent that it had reached an agreement concerning the Merger, the closing sale
price of Kent Common Stock as reported on the NYSE was $20.25 per share. On
December 11, 1996, the closing sale price of Kent Common Stock as reported on
the NYSE was $27.50 per share. The number of record holders of the Kent Common
Stock, the Futronix Stock and the Wire & Cable Common Stock as of November 26,
1996 was 1,354, 77, and two, respectively.

There is no public trading market for the Futronix Stock or the Wire &
Cable Common Stock.

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discretion of the Kent Board and will be dependent upon Kent's financial
condition, operating results, capital requirements and such other factors as the
Kent Board deems relevant.

RESALE OF KENT COMMON STOCK

Kent Common Stock to be issued to holders of Futronix Stock upon
consummation of the Merger will be freely transferable under the Securities Act,
except for shares issued to any person who may be an "affiliate" of Futronix
within the meaning of Rule 145 under the Securities Act. The directors and
executive officers of Futronix, the beneficial owners of ten percent or more of
Futronix Common Stock and certain of their related interests may be deemed to be
affiliates of Futronix. Such affiliates are not permitted to transfer any Kent
Common Stock except in compliance with certain resale requirements set forth in
the Securities Act and the rules and regulations thereunder. Under current law,
these requirements include: (i) the further registration under the Securities
Act of the shares of Kent Common Stock to be sold, (ii) compliance with Rule 145
promulgated under the Securities Act permitting limited sales under certain
circumstances, or (iii) the availability of another exemption from such
registration. Kent Common Stock to be issued to holders of Wire & Cable Common
Stock upon consummation of the Merger will be "restricted securities" pursuant
to Rule 144 under the Securities Act. Such holders of Wire & Cable Common Stock
are not permitted to transfer any Kent Common Stock except in compliance with
certain resale requirements set forth in the Securities Act and the rules and
regulations thereunder. Under current law, these requirements include: (i) the
further registration under the Securities Act of the shares of Kent Common Stock
to be sold, (ii) compliance with Rule 144 promulgated under the Securities Act
permitting limited sales under certain circumstances, or (iii) the availability
of another exemption from such registration. Kent has committed to use
commercially reasonable efforts to register as soon as practicable after the
Closing Date the sale of shares of Kent Common Stock received in the Merger by
affiliates of Futronix and holders of Wire & Cable Common Stock. The directors
and executive officers of Wire & Cable, the beneficial owners of ten percent or
more of Wire & Cable Common Stock and certain of their related interests may be
deemed to be affiliates of Wire & Cable. Futronix and Wire & Cable are required
to use their best efforts to cause the affiliates of Futronix and Wire & Cable
to deliver to Kent prior to the Effective Time, a written agreement providing
that each such affiliate will not sell, pledge, transfer, or otherwise dispose
of Kent Common Stock to be received by such person in the Merger, except in a
manner which is consistent with Kent's accounting for the Merger as a pooling of
interests and in compliance with the applicable provisions of the Securities Act
and the respective rules and regulations thereunder. See "The
Merger -- Accounting Treatment," and Appendix I.

To the extent any Futronix Warrants are not exercised prior to the
Effective Time, the Futronix Warrants will, pursuant to their terms, be
converted into the right to purchase 0.39077 shares of Kent Common Stock for
each share of Futronix Common Stock for which a Futronix Warrant is now
exercisable. Holders of Futronix Warrants who exercise their Futronix Warrants
subsequent to the Effective Time will not receive registered shares of Kent
Common Stock pursuant to this Registration Statement, but will receive
"restricted securities," which may not be transferred except in compliance with
certain resale requirements set forth in the Securities Act and the rules and
regulations thereunder.

34
<PAGE> 45

SELECTED UNAUDITED PRO FORMA COMBINED FINANCIAL DATA

The following unaudited pro forma combined balance sheet as of September
28, 1996 and the unaudited pro forma combined statements of earnings for each of
the fiscal years ended March 30, 1996, April 1, 1995 and April 2, 1994 and the
six months ended September 28, 1996 and September 30, 1995 (the "Unaudited Pro
Forma Combined Financial Statements") reflect the Merger using the "pooling of
interests" method of accounting as if Kent, Futronix and Wire & Cable have
always operated as one company. The pro forma combined balance sheet reflects
the combination of the historical balance sheets of Kent as of September 28,
1996 and Futronix and Wire & Cable as of September 30, 1996, adjusted for the
issuance of Kent Common Stock pursuant to the Merger, the effect of
non-recurring acquisition and transaction costs, the redemption of 2,200,000
shares of Futronix Nonconvertible Preferred Stock (identified in the financial
statements as Mandatorily Redeemable Preferred Stock) and the repayment of notes
payable and long-term debt. The pro forma combined statements of earnings
reflect the Merger by combining the results of operations of Kent for the fiscal
years ended March 30, 1996, April 1, 1995 and April 2, 1994 and the six months
ended September 28, 1996 and September 30, 1995 with the Futronix and Wire &
Cable results of operations for the years ended December 31, 1995, 1994 and
1993, and the six months ended September 30, 1996 and 1995, respectively. The
pro forma combined statements of earnings have been adjusted for the estimated
income taxes (federal and state) that would have been incurred by Wire & Cable
and Futronix if they had been taxable entities for all periods presented and the
reduction of interest expense offset by the reduction of interest and dividend
income, net of income tax effect, which would not have been incurred during each
period assuming the repayment of notes payable and long-term debt.

The Unaudited Pro Forma Combined Financial Statements are not necessarily
indicative of the results of operations or financial position that actually
would have occurred had the Merger been consummated on the dates indicated or
that may be obtained in the future. The Unaudited Pro Forma Combined Financial
Statements should be read in conjunction with the related historical financial
statements and notes thereto of Kent, which are incorporated by reference, and
of Futronix and Wire & Cable, which are included in this Joint Proxy
Statement/Prospectus.

35
<PAGE> 46

KENT ELECTRONICS CORPORATION

UNAUDITED PRO FORMA COMBINED BALANCE SHEET
SEPTEMBER 28, 1996

<TABLE>
<CAPTION>
HISTORICAL
--------------------------------------- PRO FORMA
WIRE AND ---------------------------
KENT CABLE FUTRONIX TOTAL ADJUSTMENTS COMBINED
------------ ---------- ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Current Assets
Cash and equivalents................. $ 47,443,000 $ 4,783 $ 747,317 $ 48,195,100 $(21,097,838) $ 27,097,262
Trading securities, net.............. 26,877,000 -- -- 26,877,000 -- 26,877,000
Accounts receivable, net............. 65,782,000 3,483,511 7,465,788 76,731,299 -- 76,731,299
Inventories
Materials and purchased
products........................ 53,374,000 4,949,179 18,685,022 77,008,201 -- 77,008,201
Work in process................... 1,887,000 -- -- 1,887,000 -- 1,887,000
------------ ---------- ----------- ------------ ------------ ------------
55,261,000 4,949,179 18,685,022 78,895,201 -- 78,895,201
Other................................ 4,445,000 124,195 92,445 4,661,640 -- 4,661,640
------------ ---------- ----------- ------------ ------------ ------------
Total current assets......... 199,808,000 8,561,668 26,990,572 235,360,240 (21,097,838) 214,262,402
Property & Equipment
Land................................. 7,439,000 -- -- 7,439,000 -- 7,439,000
Buildings............................ 26,088,000 -- -- 26,088,000 -- 26,088,000
Equipment, furniture and fixtures.... 55,295,000 1,075,662 1,909,444 58,280,106 -- 58,280,106
Leasehold improvements............... 1,778,000 -- 680,694 2,458,694 -- 2,458,694
------------ ---------- ----------- ------------ ------------ ------------
90,600,000 1,075,662 2,590,138 94,265,800 -- 94,265,800
Less accumulated depreciation
and amortization........... (20,195,000) (713,188) (691,658) (21,599,846) -- (21,599,846)
------------ ---------- ----------- ------------ ------------ ------------
70,405,000 362,474 1,898,480 72,665,954 -- 72,665,954
Deferred Income Taxes.................. 1,319,000 -- -- 1,319,000 -- 1,319,000
Other Assets........................... 4,120,000 36,665 1,003,193 5,159,858 (1,000,000) 4,159,858
Cost in Excess of Net Assets Acquired,
net.................................. 12,619,000 -- -- 12,619,000 -- 12,619,000
------------ ---------- ----------- ------------ ------------ ------------
$288,271,000 $8,960,807 $29,892,245 $327,124,052 $(22,097,838) $305,026,214
============ ========== =========== ============ ============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Current maturities of long term
debt.............................. $ -- $3,502,520 $14,150,000 $ 17,652,520 $(17,652,520) $ --
Accounts payable..................... 32,730,000 2,634,120 6,789,585 42,153,705 -- 42,153,705
Accrued compensation................. 4,446,000 177,403 225,126 4,848,529 -- 4,848,529
Other accrued liabilities............ 5,215,000 60,299 1,483,414 6,758,713 4,000,000 10,758,713
Income taxes......................... 2,604,000 21,772 18,089 2,643,861 (2,000,000) 643,861
------------ ---------- ----------- ------------ ------------ ------------
Total current liabilities.... 44,995,000 6,396,114 22,666,214 74,057,328 (15,652,520) 58,404,808
Long-Term Debt......................... -- 2,125 1,243,193 1,245,318 (1,245,318) --
Long-Term Liabilities.................. 1,418,000 -- -- 1,418,000 -- 1,418,000
Deferred Income Taxes.................. -- -- 54,000 54,000 -- 54,000
Mandatorily Redeemable Preferred
Stock................................ -- -- 2,200,000 2,200,000 (2,200,000) --
Stockholders' Equity
Preferred stock...................... -- -- -- -- -- --
Convertible preferred stock.......... -- -- 1,000,000 1,000,000 (1,000,000) --
Common stock (26,025,445 pro forma
outstanding shares at September
28, 1996)......................... 40,072,000 1,000 16,367 40,089,367 (17,367) 40,093,084
21,084
Additional paid-in capital........... 110,444,000 90,000 1,509,415 112,043,415 (1,599,415) 113,039,698
2,595,698
Retained earnings.................... 92,319,000 2,471,568 1,203,056 95,993,624 (3,000,000) 92,993,624
Less: common stock in treasury, at
cost.............................. (977,000) -- -- (977,000) -- (977,000)
------------ ---------- ----------- ------------ ------------ ------------
241,858,000 2,562,568 3,728,838 248,149,406 (3,000,000) 245,149,406
------------ ---------- ----------- ------------ ------------ ------------
$288,271,000 $8,960,807 $29,892,245 $327,124,052 $(22,097,838) $305,026,214
============ ========== =========== ============ ============ ============
</TABLE>

See Notes to Unaudited Pro Forma Combined Financial Statements

36
<PAGE> 47

KENT ELECTRONICS CORPORATION

UNAUDITED PRO FORMA COMBINED STATEMENT OF EARNINGS
FISCAL YEAR ENDED APRIL 2, 1994

<TABLE>
<CAPTION>
PRO FORMA
-----------------------------------------
ADJUSTMENTS
HISTORICAL -------------------------
--------------------------------------------- S CORPORATION
KENT WIRE AND CABLE FUTRONIX TOTAL INCOME TAX INTEREST COMBINED
------------ -------------- ----------- ------------ ------------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net sales............ $192,887,055 $ 11,023,490 $ 2,873,772 $206,784,317 $ -- $ -- $206,784,317
Cost of sales........ 142,238,725 8,083,533 1,311,331 151,633,589 -- -- 151,633,589
------------ ------------ ----------- ------------ --------- -------- ------------
Gross
profit... 50,648,330 2,939,957 1,562,441 55,150,728 -- -- 55,150,728
Selling, general and
administrative
expenses........... 36,012,168 2,522,665 1,322,632 39,857,465 -- -- 39,857,465
------------ ------------ ----------- ------------ --------- -------- ------------
Operating
profit... 14,636,162 417,292 239,809 15,293,263 -- -- 15,293,263
Other income
(expense)
Interest expense... (15,000) (71,719) (69,138) (155,857) -- 140,857 (15,000)
Other -- net
(principally
interest and
dividend
income)......... 757,912 7,570 -- 765,482 -- (74,300) 691,182
------------ ------------ ----------- ------------ --------- -------- ------------
Earnings before
income taxes....... 15,379,074 353,143 170,671 15,902,888 -- 66,557 15,969,445
Income taxes......... 5,844,000 -- -- 5,844,000 199,049 25,292 6,068,341
------------ ------------ ----------- ------------ --------- -------- ------------
NET
EARNINGS... $ 9,535,074 $ 353,143 $ 170,671 $ 10,058,888 $(199,049) $ 41,265 $ 9,901,104
============ ============ =========== ============ ========= ======== ============
Earnings per share... $ 0.48
============
Weighted average
shares............. 20,803,917
============
</TABLE>

See Notes to Unaudited Pro Forma Combined Financial Statements

37
<PAGE> 48

KENT ELECTRONICS CORPORATION

UNAUDITED PRO FORMA COMBINED STATEMENT OF EARNINGS
FISCAL YEAR ENDED APRIL 1, 1995

<TABLE>
<CAPTION>
PRO FORMA
-----------------------------------------
ADJUSTMENTS
HISTORICAL -------------------------
--------------------------------------------- S CORPORATION
KENT WIRE AND CABLE FUTRONIX TOTAL INCOME TAX INTEREST COMBINED
------------ -------------- ----------- ------------ ------------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net sales............ $253,483,742 $ 20,241,965 $ 5,950,633 $279,676,340 $ -- $ -- $279,676,340
Cost of sales........ 188,606,215 15,305,308 3,023,935 206,935,458 -- -- 206,935,458
------------ ------------ ----------- ------------ --------- -------- ------------
Gross
profit... 64,877,527 4,936,657 2,926,698 72,740,882 -- -- 72,740,882
Selling, general and
administrative
expenses........... 43,917,091 3,856,745 2,254,538 50,028,374 -- -- 50,028,374
------------ ------------ ----------- ------------ --------- -------- ------------
Operating profit... 20,960,436 1,079,912 672,160 22,712,508 -- -- 22,712,508
Other income
(expense)
Interest expense... (18,000) (171,909) (150,085) (339,994) -- 321,994 (18,000)
Other -- net
(principally
interest and
dividend
income)......... 1,132,686 5,524 -- 1,138,210 -- (206,400) 931,810
------------ ------------ ----------- ------------ --------- -------- ------------
Earnings before
income taxes....... 22,075,122 913,527 522,075 23,510,724 -- 115,594 23,626,318
Income taxes......... 8,689,000 -- 220,904 8,909,904 353,337 46,237 9,309,478
------------ ------------ ----------- ------------ --------- -------- ------------
NET
EARNINGS... $ 13,386,122 $ 913,527 $ 301,171 $ 14,600,820 $(353,337) $ 69,357 $ 14,316,840
============ ============ =========== ============ ========= ======== ============
Earnings per share... $ 0.67
============
Weighted average
shares............. 21,475,252
============
</TABLE>

See Notes to Unaudited Pro Forma Combined Financial Statements

38
<PAGE> 49

KENT ELECTRONICS CORPORATION

UNAUDITED PRO FORMA COMBINED STATEMENT OF EARNINGS
FISCAL YEAR ENDED MARCH 30, 1996

<TABLE>
<CAPTION>
PRO FORMA
------------------------------------------
ADJUSTMENTS
HISTORICAL --------------------------
--------------------------------------------- S CORPORATION
KENT WIRE AND CABLE FUTRONIX TOTAL INCOME TAX INTEREST COMBINED
------------ -------------- ----------- ------------ ------------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net sales........... $372,018,931 $ 24,511,091 $29,279,781 $425,809,803 $ -- $ -- $425,809,803
Cost of sales....... 273,290,618 18,877,741 21,474,056 313,642,415 -- -- 313,642,415
------------ ------------ ----------- ------------ --------- --------- ------------
Gross
profit... 98,728,313 5,633,350 7,805,725 112,167,388 -- -- 112,167,388
Selling, general and
administrative
expenses.......... 55,750,449 4,247,265 6,108,005 66,105,719 -- -- 66,105,719
------------ ------------ ----------- ------------ --------- --------- ------------
Operating
profit... 42,977,864 1,386,085 1,697,720 46,061,669 -- -- 46,061,669
Other income
(expense)
Interest
expense........ (20,004) (187,382) (690,071) (897,457) -- 877,453 (20,004)
Other -- net
(principally
interest and
dividend
income)........ 3,927,495 3,990 -- 3,931,485 -- (646,400) 3,285,085
------------ ------------ ----------- ------------ --------- --------- ------------
Earnings before
income taxes...... 46,885,355 1,202,693 1,007,649 49,095,697 -- 231,053 49,326,750
Income taxes........ 18,910,100 -- 393,404 19,303,504 490,733 92,421 19,886,658
------------ ------------ ----------- ------------ --------- --------- ------------
NET
EARNINGS... $ 27,975,255 $ 1,202,693 $ 614,245 $ 29,792,193 $(490,733) $ 138,632 $ 29,440,092
============ ============ =========== ============ ========= ========= ============
Earnings per
share............. $ 1.19
============
Weighted average
shares............ 24,695,852
============
</TABLE>

See Notes to Unaudited Pro Forma Combined Financial Statements

39
<PAGE> 50

KENT ELECTRONICS CORPORATION

UNAUDITED PRO FORMA COMBINED STATEMENT OF EARNINGS
SIX MONTHS ENDED SEPTEMBER 30, 1995

<TABLE>
<CAPTION>
PRO FORMA
----------------------------------------
ADJUSTMENTS
HISTORICAL -------------------------
------------------------------------------- S CORPORATION
KENT WIRE AND CABLE FUTRONIX TOTAL INCOME TAX INTEREST COMBINED
------------ -------------- ----------- ------------ ------------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net sales................. $167,775,000 $ 12,773,511 $15,817,477 $196,365,988 $ -- $ -- $196,365,988
Cost of sales............. 123,999,000 9,905,807 11,659,164 145,563,971 -- -- 145,563,971
------------ ------------ ----------- ------------ --------- --------- ------------
Gross profit.... 43,776,000 2,867,704 4,158,313 50,802,017 -- -- 50,802,017
Selling, general and
administrative
expenses................ 26,934,000 2,309,423 3,343,454 32,586,877 -- -- 32,586,877
------------ ------------ ----------- ------------ --------- --------- ------------
Operating
profit........ 16,842,000 558,281 814,859 18,215,140 -- -- 18,215,140
Other income (expense)
Interest expense........ (10,000) (99,168) (405,858) (515,026) -- 505,026 (10,000)
Other -- net
(principally interest
and dividend
income).............. 997,000 -- -- 997,000 -- (345,827) 651,173
------------ ------------ ----------- ------------ --------- --------- ------------
Earnings before income
taxes................... 17,829,000 459,113 409,001 18,697,114 -- 159,199 18,856,313
Income taxes.............. 7,132,000 -- 139,067 7,271,067 208,178 63,680 7,542,925
------------ ------------ ----------- ------------ --------- --------- ------------
NET EARNINGS.... $ 10,697,000 $ 459,113 $ 269,934 $ 11,426,047 $(208,178) $ 95,519 $ 11,313,388
============ ============ =========== ============ ========= ========= ============
Earnings per share........ $ 0.50
============
Weighted average shares... 22,488,147
============
</TABLE>

See Notes to Unaudited Pro Forma Combined Financial Statements

40
<PAGE> 51

KENT ELECTRONICS CORPORATION

UNAUDITED PRO FORMA COMBINED STATEMENT OF EARNINGS
SIX MONTHS ENDED SEPTEMBER 28, 1996

<TABLE>
<CAPTION>
PRO FORMA
------------------------------------------
ADJUSTMENTS
HISTORICAL --------------------------
--------------------------------------------- S CORPORATION
KENT WIRE AND CABLE FUTRONIX TOTAL INCOME TAX INTEREST COMBINED
------------ -------------- ----------- ------------ ------------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net sales........... $208,521,000 $ 13,484,007 $27,171,795 $249,176,802 $ -- $ -- $249,176,802
Cost of sales....... 157,059,000 10,508,953 21,685,811 189,253,764 -- -- 189,253,764
------------ ------------ ----------- ------------ --------- --------- ------------
Gross
profit... 51,462,000 2,975,054 5,485,984 59,923,038 -- -- 59,923,038
Selling, general and
administrative
expenses.......... 28,653,000 2,292,951 4,567,460 35,513,411 -- -- 35,513,411
------------ ------------ ----------- ------------ --------- --------- ------------
Operating
profit... 22,809,000 682,103 918,524 24,409,627 -- -- 24,409,627
Other income
(expense)
Interest
expense........ (26,000) (138,111) (501,713) (665,824) -- 639,824 (26,000)
Other -- net
(principally
interest and
dividend
income)........ 2,838,000 (32,845) -- 2,805,155 -- (399,200) 2,405,955
------------ ------------ ----------- ------------ --------- --------- ------------
Earnings before
income taxes...... 25,621,000 511,147 416,811 26,548,958 -- 240,624 26,789,582
Income taxes........ 10,120,000 -- 146,673 10,266,673 224,510 96,250 10,587,433
------------ ------------ ----------- ------------ --------- --------- ------------
NET
EARNINGS... $ 15,501,000 $ 511,147 $ 270,138 $ 16,282,285 $(224,510) $ 144,374 $ 16,202,149
============ ============ =========== ============ ========= ========= ============
Earnings per
share............. $ 0.59
============
Weighted average
shares............ 27,420,795
============
</TABLE>

See Notes to Unaudited Pro Forma Combined Financial Statements

41
<PAGE> 52

KENT ELECTRONICS CORPORATION

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The accompanying Unaudited Pro Forma Combined Financial Statements reflect
the merger (the "Merger") of Futronix Corporation ("Futronix") and Wire & Cable
Specialties Corporation ("Wire & Cable") with and into Futronix Acquisition
Company, which is a wholly-owned subsidiary of Kent Electronics Corporation
("Kent").

The Merger is a business combination which will be accounted for by Kent
using the "pooling of interests" method of accounting. Accordingly: (i) assets
and liabilities are recorded at their book value as they existed on the books of
Futronix and Wire & Cable at the time of the Merger (i.e., goodwill is not
recorded); (ii) stock issued to effect the Merger is recorded on the books of
Kent at $.01 per share, such consideration as fixed by the Kent Board as Kent
Stock has no par or stated value; (iii) retained earnings is recorded on the
books of Kent as it existed on the books of Futronix and Wire & Cable at the
time of the Merger; (iv) any adjustments necessary to make the balance sheet
entry balance are made through the additional paid-in capital accounts; and (v)
transaction costs, net of tax effect, are to be expensed in the period the
Merger's closing date occurs. The Unaudited Pro Forma Combined Balance Sheet
reflects the Merger as of September 28, 1996 assuming that the proposed Merger
had occurred as of that date. The Unaudited Pro Forma Combined Balance Sheet
reflects the combination of the historical balance sheets of Kent as of
September 28, 1996 and Futronix and Wire & Cable as of September 30, 1996. The
Unaudited Pro Forma Combined Statements of Earnings reflect the Merger by
combining the results of operations of Kent for the fiscal years ended March 30,
1996, April 1, 1995 and April 2, 1994, and the six months ended September 28,
1996 and September 30, 1995, with the Futronix and Wire & Cable results of
operations for the years ended December 31, 1995, 1994 and 1993 and the six
months ended September 30, 1996 and 1995, respectively, on a pooling of interest
basis. The Unaudited Pro Forma Combined Financial Statements reflect adjustments
described in Notes 2 and 3 below.

The Unaudited Pro Forma Combined Financial Statements are presented for
illustrative purposes only and do not give effect to any cost savings that may
result from the Merger. Differences in accounting policies do not have a
material effect on either the pro forma financial position or pro forma results
of operations and have not been reflected in the Unaudited Pro Forma Combined
Financial Statements. Certain reclassifications have been made to the Futronix
and Wire & Cable financial data to conform with Kent's presentation.

The Unaudited Pro Forma Combined Financial Statements are not necessarily
indicative of the results of operations or financial position that actually
would have occurred had the Merger been consummated on the dates indicated or
that may be obtained in the future. These Unaudited Pro Forma Combined Financial
Statements should be read in conjunction with the related historical financial
statements and notes thereto of Kent, which are incorporated by reference, and
of Futronix and Wire & Cable, which are included in this Joint Proxy
Statement/Prospectus.

2. PRO FORMA ADJUSTMENTS -- BALANCE SHEET

The pro forma adjustments to the Unaudited Pro Forma Combined Balance Sheet
reflect the following:

- The issuance of 2,108,395 Kent common shares to effect the merger,
including the issuance of 390,770 Kent common shares for the Futronix
Convertible Preferred Stock. The amount recorded to common stock is
$21,084 based on an assigned value of $.01 per share, an amount
determined by the Kent Board of Directors, as Kent has no par or stated
value for its stock.

- Non-recurring acquisition and transaction costs of $5,000,000, net of
estimated tax benefits of $2,000,000. Approximately $1,000,000 of these
transaction costs have been recorded as Other Assets and Other accrued
liabilities in the Futronix historical balance sheet. Other Assets has
been adjusted to reflect the impact of expensing the Futronix transaction
related costs in the period the Merger's closing date occurs.

42
<PAGE> 53

- Redemption of the 2,200,000 shares of Futronix Nonconvertible Preferred
Stock (Mandatorily Redeemable Preferred Stock) and the repayment of notes
payable and long-term debt.

3. PRO FORMA ADJUSTMENTS -- STATEMENTS OF EARNINGS

The pro forma adjustments to the Unaudited Pro Forma Combined Statements of
Earnings reflect the estimated income taxes (federal and state) that would have
been incurred by Wire & Cable and Futronix if they had been taxable entities for
all periods presented at an assumed combined effective rate of 40% for the years
ended March 30, 1996 and April 1, 1995, and the six months ended September 28,
1996 and September 30, 1995, and of 38% for the year ended April 2, 1994. Wire &
Cable was an S corporation for federal and state income tax purposes for all
periods presented. Futronix was an S corporation for its reporting year ended
December 31, 1993. The pro forma adjustments also reflect the reduction of
interest expense offset by the reduction of interest and dividend income, net of
income tax effect, which would not have been incurred during each period
assuming the repayment of notes payable and long-term debt. The pro forma
adjustments do not include the nonrecurring acquisition and transaction costs,
including the value appreciation bonus, legal, accounting and advisory fees,
incurred in conjunction with the Merger and the planned business combination of
Futronix and Wire & Cable.

4. PRO FORMA EARNINGS PER COMMON SHARE

Earnings per common share are based on the weighted average number of
shares of common stock and common stock equivalents outstanding during the
periods based on the exchange ratios listed under "The Merger -- Exchange of
Stock Certificates and Warrants." The weighted average number of shares used to
compute earnings per common share was:

<TABLE>
<CAPTION>
WIRE & PRO FORMA
KENT FUTRONIX CABLE COMBINED
---------- --------- ------- ----------
<S> <C> <C> <C> <C>
Fiscal year ended:
April 2, 1994.................................. 19,762,000 229,865 812,052 20,803,917
April 1, 1995.................................. 20,275,000 388,200 812,052 21,475,252
March 30, 1996................................. 22,986,500 897,300 812,052 24,695,852
Six months ended:
September 30, 1995............................. 20,789,500 886,595 812,052 22,488,147
September 28, 1996............................. 25,312,400 1,296,343 812,052 27,420,795
</TABLE>

43
<PAGE> 54

INFORMATION ABOUT KENT

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Certain documents filed by and relating to Kent, including Kent's Annual
Report on Form 10-K for the year ended March 30, 1996, are incorporated herein
by reference. For Futronix Shareholders and Wire & Cable Shareholders, this
Joint Proxy Statement/Prospectus is accompanied by Kent's 1996 Annual Report to
Shareholders. The following information contained in Kent's 1996 Annual Report
to Shareholders is incorporated herein by reference: (i) certain information
concerning Kent Common Stock included on page 12 under the heading "Common
Stock;" (ii) the selected consolidated financial data presented on page 12;
(iii) the supplemental financial information set forth under the heading
"Quarterly Financial Data (Unaudited)" set forth in the "Notes to Financial
Statements" on page 23; and (iv) Management's Discussion and Analysis of the
Financial Condition and Results of Operations of Kent on pages 13 through 14.
See "Available Information" and "Incorporation of Certain Documents by
Reference."

INTERESTS OF CERTAIN PERSONS

No director or executive officer of Kent has any material direct or
indirect financial interest in Futronix, Wire & Cable or the Merger, except as a
director, executive officer or shareholder of Kent or its subsidiaries. See "The
Merger -- Interest of Certain Persons in the Merger."

SELECTED FINANCIAL DATA OF FUTRONIX

The following selected financial data of Futronix as of and for the years
ended December 31, 1991, 1992, 1993, 1994 and 1995 have been derived from the
audited financial statements of Futronix. The selected financial data of
Futronix as of and for the nine months ended September 30, 1995 and 1996 have
been derived from the unaudited financial statements of Futronix, which, in the
opinion of the management of Futronix, reflect all adjustments (consisting only
of normal recurring adjustments) that are necessary for a fair presentation of
the results for such periods. The following data should be read in conjunction
with "Management's Discussion and Analysis of Financial Condition and Results of
Operations of Futronix" and the audited financial statements of Futronix, and
the notes thereto, appearing elsewhere in this Joint Proxy Statement/Prospectus.

<TABLE>
<CAPTION>
NINE MONTHS
ENDED SEPTEMBER
YEAR ENDED DECEMBER 31, 30,
------------------------------------------------ ------------------
1991(2) 1992 1993 1994 1995 1995 1996
------- ------ ------ ------ ------- ------- -------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
Statement of Income Data:
Sales........................ $ 332 $1,844 $2,874 $5,951 $29,280 $19,424 $37,594
Gross profit................. 141 1,084 1,562 2,927 7,806 5,482 7,843
Income (loss) from
operations................ (96 ) 100 240 702 1,698 1,167 1,365
Income (loss) before income
taxes..................... (99 ) 70 171 522 1,008 674 623
Net income (loss)............ (99 ) 70 171 301 614 405 374
Pro forma net income
(loss)(1)................. (61 ) 43 106 335 614 405 374
Pro forma earnings per
common share.............. (0.10 ) 0.07 0.18 0.34 0.27 0.18 0.11
Weighted average common
shares outstanding........ 588 588 588 993 2,296 2,269 3,304
</TABLE>

44
<PAGE> 55

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
----------------------------------------------- ------------------
1991 1992 1993 1994 1995 1995 1996
------ ------ ------ ------ ------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
Balance Sheet Data:
Inventory................... $ 605 $1,055 $2,056 $5,941 $14,005 $12,975 $18,685
Working capital............. 577 554 172 4,047 5,120 3,937 4,324
Total assets................ 1,016 1,763 2,732 8,298 21,120 19,965 29,892
Total debt.................. 100 678 1,950 2,643 8,893 10,193 15,393
Mandatorily redeemable
preferred stock.......... -- -- -- 2,200 2,200 2,200 2,200
Shareholders' equity........ 873 943 414 1,692 3,306 2,097 3,729
</TABLE>

- ---------------

(1) Adjusted to reflect the income taxes that would have been payable if
Futronix was a C corporation (rather than an S corporation) for federal and
state income tax purposes at an assumed combined effective federal and state
income tax rate of 38%.

(2) Includes historical income statement data for Futronix from its inception on
September 3, 1991 through December 31, 1991.

45
<PAGE> 56

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS OF FUTRONIX

GENERAL

Futronix, which was founded in September 1991 by Terrence M. Hunt, is a
national master distributor of specialty wire and cable that sells to electrical
distributors primarily located in the United States. The following discussion
describes the financial condition and results of operations of Futronix.

From January 1, 1993 through September 30, 1996, Futronix opened six
distribution centers in markets that it did not previously serve and added 92
employees, including 38 sales personnel. It has been the strategy of Futronix to
open and fully staff facilities that are larger than necessary to support
initial sales because Futronix has believed such actions would facilitate future
market penetration and sales growth. In addition, beginning in 1995, Futronix
began incurring expansion-related costs that contributed to a decline in income
before income taxes as a percentage of sales. In certain reporting periods, the
full costs relating to the start-up of distribution facilities were incurred
even though such facilities were not operational for the entire period. As a
result, facility-related expenses, such as rent and utilities, combined with
payroll expenses of Futronix, increased $2.8 million, or 228%, in 1995, as
compared to 1994, and $1.3 million, or 63%, in the first nine months of 1996, as
compared to the first nine months of 1995. It has been the experience of
Futronix that after a new distribution center has become fully operational in
its market, the resulting increase in revenues and profitability has offset the
additional associated costs.

Futronix increased its level of inventory $17.6 million, from $1.1 million
as of December 31, 1992, to $18.7 million as of September 30, 1996. Futronix
believes that the increase in its inventory has enabled it to meet more
effectively the requirements of its customers, contributing to its revenue
growth since 1993.

Futronix was organized primarily for the purpose of distributing electrical
apparatus. In late 1994, Futronix began distributing specialty wire and cable,
which accounted for approximately 50%, 86% and 91% of Futronix's revenues in
1994, 1995 and the first nine months of 1996, respectively. Gross margins (gross
profit as a percentage of net sales) for specialty wire and cable generally are
lower than those for electrical apparatus. Therefore, as the revenue mix of
Futronix has shifted to include a greater proportion of specialty wire and
cable, Futronix has experienced a decline in gross margins.

Approximately 32% of the specialty wire and cable inventory maintained by
Futronix has significant copper content. In late 1995, the price of raw copper
began a period of volatility during which the copper prices fluctuated between a
high of $1.40 per pound on November 21, 1995 and a low of $.87 per pound on July
16, 1996. Although the experience of Futronix has been that changes in copper
prices can be passed through to its customers, it is exposed to fluctuations in
copper prices to the extent that inventory is maintained. Futronix estimates
that changes in copper prices reduced gross margins by approximately two
percentage points in the first nine months of 1996.

Prior to 1994, Futronix was an S corporation for federal and state income
tax purposes. On January 1, 1994, Futronix became a C corporation for federal
and state income tax purposes and has been taxed as such since that time.
Futronix, as an S corporation, was taxed at a de minimis rate for state
franchise taxes in 1993.

46
<PAGE> 57

RESULTS OF OPERATIONS

The following table sets forth selected income statement data of Futronix
expressed as a percentage of net sales for the periods indicated:

<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED ENDED
DECEMBER 31, SEPTEMBER 30,
------------------------- ---------------
1993 1994 1995 1995 1996
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Net sales.................................. 100.0% 100.0% 100.0% 100.0% 100.0%
Gross profit............................... 54.4 49.2 26.7 28.2 20.9
Operating expenses......................... 46.0 37.4 20.9 22.2 17.2
Income from operations..................... 8.3 11.8 5.8 6.0 3.6
Interest expense........................... 2.4 2.5 2.4 2.5 2.0
Pro forma net income....................... 3.7 5.6 2.1 2.1 1.0
</TABLE>

NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO NINE MONTHS ENDED SEPTEMBER
30, 1995

Net sales increased $18.2 million, or 94%, to $37.6 million for the nine
months ended September 30, 1996, from $19.4 million for the nine months ended
September 30, 1995. $17.6 million, or 97%, of the increase resulted from
additional wire and cable sales. The remaining 3% of the increase resulted from
an increase in electrical apparatus sales. Of the total net sales increase,
$14.9 million was attributable to a full nine months of operations in 1996 at
the Charlotte, Tampa and Exton (PA) distribution centers and the Dallas sales
office, all of which were opened during the first nine months of 1995. Net sales
at these locations increased $14.9 million, or 142%, to $25.4 million for the
nine months ended September 30, 1996, from $10.5 million for the nine months
ended September 30, 1995. Such increase was the result of a larger inventory,
expanded lines of inventory and added sales support.

Gross profit increased $2.4 million, or 43%, to $7.8 million for the nine
months ended September 30, 1996, from $5.5 million for the nine months ended
September 30, 1995. Gross profit as a percentage of net sales decreased to 21%
for the nine months ended September 30, 1996 from 28% for the nine months ended
September 30, 1995. This decrease was attributable to a shift in sales mix as
sales of wire and cable, which has a higher cost as a percentage of sales than
that of electrical apparatus, have grown faster than sales of electrical
apparatus. Wire and cable sales comprised approximately 91% of Futronix's
revenues for the nine months ended September 30, 1996, compared to approximately
85% for the nine months ended September 30, 1995. In addition, gross profit as a
percentage of net sales was affected negatively by downward fluctuations in the
price of copper.

Operating expenses increased $2.2 million, or 50%, to $6.5 million for the
nine months ended September 30, 1996, from $4.3 million for the nine months
ended September 30, 1995. Operating expenses increased because a greater number
of distribution centers were operating during the nine months ended September
30, 1996 than were operating during the nine months ended September 30, 1995.
Such expenses decreased as a percentage of net sales to 17% for the nine months
ended September 30, 1996 from 22% for the nine months ended September 30, 1995
because many of these expenses were fixed.

Income from operations increased $197,900, or 17%, to $1.4 million for the
nine months ended September 30, 1996, from $1.2 million for the nine months
ended September 30, 1995 due to the factors described above.

Interest expense increased $248,900, or 51%, to $741,500 for the nine
months ended September 30, 1996, from $492,500 for the nine months ended
September 30, 1995. This increase was attributable to the increase in
indebtedness incurred to finance additional inventory.

Net income decreased $30,600, or 8%, to $374,000 for the nine months ended
September 30, 1996, from $404,700 for the nine months ended September 30, 1995.
Futronix's combined effective federal and state income tax rate was 40% for the
nine months ended September 30, 1996 and 1995.

47
<PAGE> 58

YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994

Net sales increased $23.3 million, or 392%, to $29.3 million for 1995, from
$6.0 million for 1994. $22.3 million, or 96%, of the increase resulted from
additional wire and cable sales. The remaining 4% of the increase resulted from
an increase in electrical apparatus sales. Of the total net sales increase, $6.6
million resulted from increased sales from the Houston distribution center and
$16.7 million resulted from sales from the sales office and distribution centers
that were opened in Dallas, Charlotte, Tampa and Exton (PA) during 1995.

Gross profit increased $4.9 million, or 167%, to $7.8 million for 1995,
from $2.9 million for 1994. Gross profit as a percentage of net sales decreased
to 27% for 1995 from 49% for 1994. This decrease was attributable to a shift in
sales mix as sales of wire and cable, which has a higher cost as a percentage of
sales than that of electrical apparatus, have grown faster than sales of
electrical apparatus. Wire and cable sales comprised approximately 86% of
Futronix's revenues for 1995, compared to approximately 50% for 1994.

Operating expenses increased $3.9 million, or 175%, to $6.1 million for
1995, from $2.2 million for 1994. This increase primarily resulted from the
opening of a sales office and three additional distribution centers. Such
expenses decreased as a percentage of net sales to 21% for 1995 from 37% for
1994 because many of these expenses were fixed.

Income from operations increased $995,300, or 142%, to $1.7 million for
1995, from $702,400 for 1994 due to the factors described above.

Interest expense increased $540,000, or 360%, to $690,100 for 1995, from
$150,100 for 1994. This increase was attributable to the increase in
indebtedness incurred to finance inventory for the three additional distribution
centers.

Net income increased $279,000, or 83%, to $614,200 for 1995, from pro forma
net income of $335,200 for 1994. Futronix's combined effective federal and state
income tax rate for 1995 was 39%, compared to 42.3% for 1994. Pro forma net
income has been adjusted for 1994 to reflect the elimination of $34,000 in
deferred tax adjustments related to Futronix's change in status from an S
corporation to a C corporation commencing January 1, 1994.

YEAR ENDED DECEMBER 31, 1994 COMPARED TO YEAR ENDED DECEMBER 31, 1993

Net sales increased $3.1 million, or 107%, to $6.0 million for 1994, from
$2.9 million for 1993. This increase was attributable to the relocation of the
Houston distribution center to a larger facility that provided additional
capacity to increase inventory and commence wire and cable sales.

Gross profit increased $1.3 million, or 87%, to $2.9 million for 1994, from
$1.6 million for 1993. Gross profit as a percentage of net sales decreased to
49% for 1994 from 54% for 1993. This decrease was attributable to the
commencement of wire and cable sales in late 1994, which has a higher cost as a
percentage of sales than that of electrical apparatus. Wire and cable sales
comprised approximately 50% of Futronix's revenues for 1994.

Operating expenses increased $901,600, or 68%, to $2.2 million for 1994,
from $1.3 million for 1993. This increase primarily resulted from the relocation
of the Houston distribution center to a larger facility and the related increase
in sales and warehouse personnel required to support the new facility. Such
expenses decreased as a percentage of net sales to 37% for 1994 from 46% for
1993 because many of these expenses were fixed.

Income from operations increased $462,600, or 193%, to $702,400 for 1994,
from $239,800 for 1993 due to the factors described above.

Interest expense increased $81,000, or 117%, to $150,100 for 1994, from
$69,100 for 1993. This increase was attributable to the increase in indebtedness
incurred to finance inventory and capital expenditures for equipment and
improvements for a larger distribution center in Houston.

48
<PAGE> 59

Pro forma net income increased $229,400, or 217%, from $335,200 for 1994,
from $105,800 for 1993. Futronix's combined effective federal and state income
tax rate for 1994 was 42.3%. Pro forma net income has been adjusted for 1994 to
reflect the elimination of $34,000 in deferred tax adjustments related to
Futronix's change in status from an S corporation to a C corporation commencing
January 1, 1994. Pro forma net income has been adjusted for 1993 to reflect
income taxes that would have been payable by Futronix if it was a C corporation
instead of an S corporation for federal and state income tax purposes during
1993 at an assumed combined effective federal and state income tax rate of 38%.

LIQUIDITY AND CAPITAL RESOURCES

Futronix has required capital primarily to fund working capital to support
sales growth and, to a lesser extent, to fund capital expenditures. The primary
sources of financing for Futronix have been its revolving credit line (the
"Futronix Revolving Credit Line"), the issuance of 7% subordinated promissory
notes of Futronix dated October 5, 1994 (the "Futronix Subordinated Notes") and
the sale of equity-related securities of Futronix in 1995 and 1994. Upon
consummation of the Merger, the Futronix Subordinated Notes will be repaid by
Kent.

Cash used in operating activities was $5.5 million and $6.2 million for the
nine months ended September 30, 1996 and the year ended December 31, 1995,
respectively. In order to achieve higher sales, Futronix opened distribution
centers in Chicago, Dallas and Sparks (NV) and a sales office in Baton Rouge
during the nine months ended September 30, 1996, and it opened distribution
centers in Charlotte, Tampa and Exton (PA) and a sales office in Dallas during
the year ended December 31, 1995. These new facilities required additional
working capital which resulted in increases in accounts receivable for the nine
months ended September 30, 1996 and the year ended December 31, 1995 of $2.5
million and $4.0 million, respectively, and increases in inventory for the nine
months ended September 30, 1996 and the year ended December 31, 1995 of $4.7
million and $8.1 million, respectively. These increases in working capital were
partially offset by increases in accounts payable for the nine months ended
September 30, 1996 and the year ended December 31, 1995 of $845,800 and $4.6
million, respectively.

Cash used in investing activities related primarily to capital expenditures
incurred as a result of opening additional distribution centers. Capital
expenditures related to such expansion typically included the purchase of office
furniture and equipment, forklift trucks and wire cutting machinery in amounts
that were not material to Futronix's financial position. Capital expenditures
were $506,400, $829,700, $1.0 million and $33,700 for the nine months ended
September 30, 1996, and for the years ended December 31, 1995, 1994 and 1993,
respectively.

Futronix currently maintains the Futronix Revolving Credit Line which
permits borrowing equal to a defined borrowing base up to a maximum of $15.0
million. The amount outstanding under the Futronix Revolving Credit Line as of
September 30, 1996 was $14.1 million. Availability of advances under the
Futronix Revolving Credit Line expires on June 30, 1997. The Futronix Revolving
Credit Line primarily has been used to finance operations, expand inventory and
finance investing activities related to the acquisition of machinery and
equipment for the opening of additional sales offices and distribution centers.

49
<PAGE> 60

SELECTED FINANCIAL DATA OF WIRE & CABLE

The following selected financial data of Wire & Cable as of and for the
years ended December 31, 1993, 1994 and 1995 have been derived from the audited
financial statements of Wire & Cable. The selected financial data of Wire &
Cable as of and for the years ended December 31, 1991 and 1992 and as of and for
the nine months ended September 30, 1995 and 1996 have been derived from the
unaudited financial statements of Wire & Cable, which, in the opinion of the
management of Wire & Cable, reflect all adjustments (consisting only of normal
recurring adjustments) that are necessary for a fair presentation of the results
for such periods. The following data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations of Wire & Cable" and the audited financial statements of Wire &
Cable, and the notes thereto, appearing elsewhere in this Joint Proxy
Statement/Prospectus.

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
------------------------------------------------- ------------------
1991 1992 1993 1994 1995 1995 1996
------ ------ ------- ------- ------- ------- -------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
Statement of Income Data:
Sales..................... $9,464 $8,020 $11,023 $20,242 $24,511 $18,837 $19,240
Gross profit.............. 1,909 2,025 2,940 4,937 5,633 4,355 4,346
Income from operations.... 246 245 407 1,077 1,391 945 992
Income before income
taxes.................. 170 399 353 913 1,203 803 779
Net income................ 170 399 353 913 1,203 803 779
Pro forma net income
(1).................... 105 247 219 566 746 498 483
Pro forma earnings per
common share........... 105 247 219 566 746 498 483
Weighted average common
shares outstanding..... 1 1 1 1 1 1 1
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
------------------------------------------------- ------------------
1991 1992 1993 1994 1995 1995 1996
------ ------ ------- ------- ------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
Balance Sheet Data:
Inventory................. $1,066 $1,215 $ 1,700 $ 2,772 $ 3,431 $ 3,816 $ 4,949
Working capital........... 1,031 1,009 1,184 1,453 1,956 1,845 2,166
Total assets.............. 2,818 2,602 3,732 6,114 6,646 7,348 8,961
Long-term debt (including
current portion) and
note payable........... 392 483 1,378 1,763 2,104 1,935 3,505
Shareholder's equity...... 1,289 1,251 1,413 1,733 2,353 2,099 2,563
</TABLE>

- ---------------

(1) Adjusted to reflect income taxes that would have been payable if Wire &
Cable was a C corporation (rather than an S corporation) for federal and
state income tax purposes at an assumed combined effective federal and
state income tax rate of 38%.

50
<PAGE> 61

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS OF WIRE & CABLE

GENERAL

Wire & Cable, which was founded in 1982 by Theodore J. Bruno, is a national
master distributor of specialty wire and cable that sells to electrical
distributors primarily located in the United States. The following discussion
describes the financial condition and results of operations of Wire & Cable.

From January 1, 1993 through September 30, 1996, Wire & Cable opened three
distribution centers in markets that it previously did not serve and relocated
two distribution centers to larger facilities. The opening and relocation of
distribution centers has been an important source of sales growth for Wire &
Cable. The opening and relocation of these facilities did not result in a
significant increase in facility-related or payroll expenses as a percentage of
net sales. Wire & Cable has utilized a strategy of expanding into new markets by
opening smaller distribution centers with a lower level of inventory and
operating expenses, and expanding operations in line with sales growth. Wire &
Cable increased its level of inventory $3.8 million, from $1.2 million as of
December 31, 1992, to $5.0 million as of September 30, 1996. Wire & Cable
generally has employed a strategy of operating in secondary metropolitan markets
using internally generated capital to fund growth.

Approximately 17% of the specialty wire and cable inventory maintained by
Wire & Cable has significant copper content. In late 1995, the price of raw
copper began a period of volatility during which copper prices fluctuated
between a high of $1.40 per pound on November 21, 1995 and a low of $.87 per
pound on July 16, 1996. Although the experience of Wire & Cable has been that
changes in copper prices can be passed through to its customers, Wire & Cable
has been exposed to fluctuations in copper prices to the extent that inventory
is maintained. Wire & Cable estimates that changes in copper prices reduced
gross margins (gross profit as a percentage of net sales) by approximately one
percentage point in the first nine months of 1996.

Wire & Cable is and has been an S corporation for federal and state income
tax purposes. Wire & Cable, as an S corporation, was taxed at a de minimis rate
for state franchise taxes in 1993, 1994, 1995 and the nine months ended
September 30, 1996.

RESULTS OF OPERATIONS

The following table sets forth selected income statement data of Wire &
Cable expressed as a percentage of net sales for the periods indicated:

<TABLE>
<CAPTION>
YEAR ENDED NINE MONTHS ENDED
DECEMBER 31, SEPTEMBER 30,
------------------------- -----------------
1993 1994 1995 1995 1996
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Net sales................................ 100.0% 100.0% 100.0% 100.0% 100.0%
Gross profit............................. 26.7 24.4 23.0 23.1 22.6
Operating expenses....................... 23.0 19.1 17.3 18.1 17.4
Income from operations................... 3.7 5.3 5.7 5.0 5.2
Interest expense......................... 0.7 0.8 0.8 0.7 0.9
Pro forma net income..................... 2.0 2.8 3.0 2.6 2.6
</TABLE>

NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO NINE MONTHS ENDED SEPTEMBER
30, 1995

Net sales increased $402,600, or 2%, to $19.24 million for the nine months
ended September 30, 1996, from $18.84 million for the nine months ended
September 30, 1995. Sales increased due to higher sales volume at existing
facilities.

Gross profit remained stable at $4.35 million for the nine months ended
September 30, 1996 and 1995. Gross profit as a percentage of net sales decreased
to 22.6% for the nine months ended September 30, 1996, from 23.1% for the nine
months ended September 30, 1995. This decrease primarily resulted from downward
fluctuations in the price of copper.

51
<PAGE> 62

Operating expenses decreased $55,400, or 2%, to $3.35 million for the nine
months ended September 30, 1996, from $3.41 million for the nine months ended
September 30, 1995. Such expenses also decreased as a percentage of net sales to
17.4% for the nine months ended September 30, 1996 from 18.1% for the nine
months ended September 30, 1995 because some of these expenses were fixed.

Income from operations increased $46,100, or 5%, to $991,600 for the nine
months ended September 30, 1996, from $945,500 for the nine months ended
September 30, 1995 due to the factors described above.

Interest expense increased $44,700, or 32%, to $182,200 for the nine months
ended September 30, 1996, from $137,600 for the nine months ended September 30,
1995. This increase was attributable to the increase in indebtedness to finance
additional working capital, primarily for inventory.

Pro forma net income decreased $14,900, or 3%, to $483,200 for the nine
months ended September 30, 1996, from $498,100 for the nine months ended
September 30, 1995. Pro forma net income has been adjusted to reflect income
taxes that would have been payable by Wire & Cable if it was a C corporation
instead of an S corporation for federal and state income tax purposes during the
nine months ended September 30, 1996 and 1995 at an assumed combined effective
federal and state income tax rate of 38%.

YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994

Net sales increased $4.3 million, or 21%, to $24.5 million for 1995, from
$20.2 million for 1994. This increase resulted from $785,000 in sales from a new
distribution center opened in the Denver area and $1.1 million in sales from a
new distribution center relocated from New Jersey to Salem (NH), which had a
more favorable business climate. The remaining increase of $2.4 million was
attributable to increased sales at existing distribution centers.

Gross profit increased $696,700, or 14%, to $5.6 million for 1995, from
$4.9 million for 1994. Gross profit as a percentage of net sales decreased to
23% for 1995 from 24% for 1994. This decrease was attributable to Wire & Cable's
strategy to become more competitive in its pricing in order to gain market
share.

Operating expenses increased $383,400, or 10%, to $4.2 million for 1995,
from $3.9 million for 1994. Such expenses decreased as a percentage of net sales
to 17% for 1995 from 19% for 1994 because many of these expenses were fixed.

Income from operations increased $313,300, or 29%, to $1.4 million for
1995, from $1.1 million for 1994 due to the factors described above.

Interest expense increased $15,500, or 9%, to $187,400 for 1995, from
$171,900 for 1994. This increase was attributable to the increase in
indebtedness incurred for general corporate purposes.

Pro forma net income increased $179,300, or 32%, to $745,700 for 1995, from
$566,400 for 1994. Pro forma net income has been adjusted to reflect income
taxes that would have been payable by Wire & Cable if it was a C corporation
instead of an S corporation for federal and state income tax purposes during
both 1995 and 1994 at an assumed combined effective federal and state income tax
rate of 38%.

YEAR ENDED DECEMBER 31, 1994 COMPARED TO YEAR ENDED DECEMBER 31, 1993

Net sales increased $9.2 million, or 84%, to $20.2 million for 1994, from
$11.0 million for 1993. This increase resulted from $3.2 million in sales from a
new distribution center opened in Livermore (CA) and $6.0 million from increased
sales at existing distribution centers resulting from increased availability of
inventory and additions to its sales force.

Gross profit increased $2.0 million, or 68%, to $4.9 million for 1994, from
$2.9 million for 1993. Gross profit as a percentage of net sales decreased to
24% for 1994 from 27% for 1993. This decrease was attributable to Wire & Cable's
strategy to become more competitive in its pricing in order to gain market
share.

Operating expenses increased $1.4 million, or 52%, to $3.9 million for
1994, from $2.5 million for 1993. This increase primarily resulted from higher
sales personnel costs, start-up costs associated with opening and

52
<PAGE> 63

relocating distribution centers and additional warehousing expenses. Such
expenses decreased as a percentage of net sales to 19% for 1994 from 23% for
1993 because some of these expenses were fixed.

Income from operations increased $670,100, or 165%, to $1.1 million for
1994, from $407,200 for 1993 due to the factors described above.

Interest expense increased $100,200, or 140%, to $171,900 for 1994, from
$71,700 for 1993. This increase was attributable to the increase in indebtedness
incurred for general corporate purposes.

Pro forma net income increased $347,500, or 159%, to $566,400 for 1994,
from $218,900 for 1993. Pro forma net income has been adjusted to reflect income
taxes that would have been payable by Wire & Cable if it was a C corporation
instead of an S corporation for federal and state income tax purposes during
both 1994 and 1993 at an assumed combined effective federal and state income tax
rate of 38%.

LIQUIDITY AND CAPITAL RESOURCES

Wire & Cable has required capital primarily to fund working capital to
support sales growth and, to a lesser extent, to fund capital expenditures. The
primary sources of financing for Wire & Cable have been its revolving credit
line (the "W&C Revolving Credit Line") and cash flow from operations.

Cash used in operating activities was $752,300 for the nine months ended
September 30, 1996. Cash provided by operating activities was $457,700 for the
year ended December 31, 1995. Wire & Cable's cash requirements were affected for
the nine months ended September 30, 1996 and the year ended December 31, 1995 by
the need for increased working capital to achieve higher levels of sales.
Accounts receivable increased by $641,500 for the nine months ended September
30, 1996 as a result of increased sales. Receivables decreased by $296,300 for
the year ended December 31, 1995 primarily because of a cash discount program
instituted by Wire & Cable for its customers in the beginning of 1995 which
resulted in faster payments. Inventory increased by $1.5 million for the nine
months ended September 30, 1996 and by $658,400 for the year ended December 31,
1995 as a result of Wire & Cable's strategic decision to increase inventory
levels at certain distribution centers, which inventory increase was partially
offset by the planned inventory reductions at the Atlanta distribution center at
the end of 1995 in anticipation of the move of Wire & Cable's Atlanta
distribution center to a larger facility. The increase in working capital for
the nine months ended September 30, 1996 was offset by an increase in accounts
payable of $851,600 million, which increase was directly related to the increase
in inventory levels. Accounts payable decreased by $382,300 for the year ended
December 31, 1995 because Wire & Cable received available cash discounts offered
by suppliers and as a result of the planned inventory reductions at the Atlanta
distribution center.

Cash used in investing activities related to furniture and equipment,
routine replacements and upgrades of furniture and office and warehouse
equipment. Capital expenditures were $96,800, $252,800, $143,200 and $103,200
for the nine months ended September 30, 1996, and for the years ended December
31, 1995, 1994 and 1993, respectively.

Wire & Cable currently maintains the W&C Revolving Credit Line which
permits borrowing equal to a defined borrowing base up to a maximum of $4.5
million. The amount outstanding under the W&C Revolving Credit Line as of
September 30, 1996 was $3.5 million. Availability of advances under the W&C
Revolving Credit Line expires on May 5, 1997. The W&C Revolving Credit Line
primarily has been used to finance working capital, including additional
inventory.

BUSINESS OF FUTRONIX
GENERAL

Futronix is a national master distributor of specialty wire and cable,
serving more than 1,000 electrical distributors throughout the United States.
Futronix seeks to serve as an efficient single source of supply for electrical
distributors by maintaining for immediate delivery large quantities of over
10,000 specialty wire and cable products purchased from more than 50
manufacturers worldwide, as well as limited quantities of complementary
products. Futronix's products typically are used in specific, often
highly-sophisticated

53
<PAGE> 64

applications such as telecommunications systems, factory automation,
"intelligent" buildings and computer systems. Futronix believes that the
products it sells are used primarily within the telecommunications, electronics,
process and manufacturing industries and that a substantial portion of those
products are used for MRO applications. Futronix generally does not sell
commodity wire and cable, such as that used in commercial and residential
construction.

Terrence M. Hunt, Futronix's President, founded Futronix and co-founded in
1975 HWC Distribution Corp., a master distributor of specialty wire and cable
that completed its initial public offering in 1987 and was sold to ALLTEL
Corporation for $143 million in 1989. Mr. Hunt and many of Futronix's current
employees were instrumental in HWC Distribution Corp.'s growth from its
inception to its sale.

PRODUCTS

Futronix stocks over 10,000 inventory items, most of which are specialized
electronic and industrial wire and cable products. Specialty wire and cable is
maintained in inventory by Futronix in a variety of gauge sizes, numbers of
conductors or pairs, shielding options, jacketing compounds, insulation
materials and color codes or combinations. Most of the numerous configurations
of specialty wire and cable that are sold by Futronix are used for a specific
type of application in a specific industry.

The types of specialty wire and cable sold by Futronix include:

<TABLE>
<S> <C>
Electronic cables and cords Industrial cable
Data communication cable Control and tray cable
Telecommunication cable Armored cable (steel & aluminum)
Fiber optic cable Instrumentation cable
High temperature cable Automotive and aviation cable
Broadcast and audio cable Mining cable
Sound, security and fire alarm cable Power cable (5KV and 15KV)
Robotic and welding cable Portable cords
</TABLE>

Specialty wire and cable offered by Futronix are typically products that
most electrical distributors do not inventory in depth or breadth. Futronix buys
specialty wire and cable in large factory-run lots and typically sells smaller
cut-to-length quantities to its customers on an as-needed basis for pre-sold
end-user orders for which prompt shipment is required. Futronix's large
inventory of specialty wire and cable contains many different items that
electrical distributors typically could not obtain from a single manufacturer.
Additionally, electrical distributors generally do not inventory the same
products as Futronix because they cannot predict which of the thousands of
different types of wire combinations their end-users might need for a project.
By carrying a diverse and sizeable inventory at its seven distribution centers
nationally, Futronix seeks to be an "extension" of its customers' inventories.

The primary industries that use Futronix's products are telecommunications,
electronics, manufacturing, steel, pulp and paper, petrochemical, environmental
(wastewater treatment), automotive, textile, aviation and shipbuilding. Within
such industries, Futronix's products are used for a variety of applications,
including data and power transmission, instrumentation and control,
telecommunications, computers, networking, multimedia, broadcast, sound, video
and security and fire alarm systems.

Futronix also maintains a large inventory of and sells hard-to-find
electrical apparatus (non-wire) products. Examples of electrical apparatus
include electrical fittings, connectors and conduit pipe. Futronix has exploited
a specific market for electrical apparatus by purchasing excess electrical
apparatus from electrical distributors and end-users and reselling it on an
as-needed basis to its customers. Futronix purchases new and unused excess
electrical apparatus that represent overstocked or slower moving inventory items
or excess inventory from projects that were canceled or completed, which, in
some cases, may result in Futronix holding incomplete, obsolete or discontinued
electrical apparatus items. Futronix generally purchases and resells only excess
electrical apparatus manufactured by the leading industrial electrical apparatus
manufacturers.

54
<PAGE> 65

INFORMATION SYSTEMS

Futronix currently uses an advanced custom-designed information system
which networks its distribution centers and sales offices. This system provides
real-time monitoring of inventory levels and shipping status at all of
Futronix's distribution centers, enabling Futronix to respond quickly and
efficiently to customer demands. Futronix has made substantial investments in
the development of this system, which integrates sales, inventory control,
purchasing, financial control and internal communications. This system enables
Futronix's sales force to provide customers with personalized service by drawing
on information contained in the system's database, and allows non-technically
trained personnel to provide technical product information while marketing
Futronix's products.

MARKETING, CUSTOMERS AND DISTRIBUTION

Futronix markets its products through 35 inside and field sales employees
who report to Futronix's seven branch sales managers. The inside sales force
operates from Futronix's seven distribution centers, maintains contact with
specific distributors and sells Futronix's products by telephone and facsimile.
Each member of Futronix's field sales force has assigned geographical
territories, makes sales and technical support calls on electrical distributors
and provides product specification services to end-users.

Futronix maintains a toll-free marketing number. All calls to this national
toll-free telephone hotline automatically are routed to the nearest regional
distribution center where they are received by a member of Futronix's inside
sales force. The sales person receiving the call is then able to respond to a
customer's inquiry on a real-time basis by utilizing Futronix's information
system. Information channeled through the system permits Futronix to track
market changes on a daily basis. Futronix believes that having immediate access
through its information system to information such as product availability
(including exact footage in inventory), product pricing, current replacement
cost and shipping information significantly enhances its ability to secure a
customer's order.

Futronix generally is able to meet on a just-in-time basis the order
requirements of electrical distributors that may otherwise be subject to
purchase order minimums and long lead times when ordering directly from a
manufacturer. Futronix imposes no purchase order minimums and inventories a
greater variety and depth of wire and cable products than any one manufacturer
can produce or supply to the electrical distribution market. A distributor can
often use Futronix as a single source of supply in purchasing a variety of
products for a particular project and, in contrast to most manufacturers,
Futronix will ship small orders on a rush basis. Futronix maintains a policy of
selling only to electrical distributors, electrical and electronic wholesalers
and wire and cable representatives and not directly to end-users, such as
contractors or installers.

During 1995, Futronix recorded sales to more than 1,000 different customers
and the average sales price of an order filled by Futronix was less than $900.
One customer, WESCO Distribution, Inc., a national chain of electrical
distributors, accounted for approximately 10% of sales in 1995. This percentage
represents aggregate sales to more than 200 individual electrical distribution
outlets within the chain, each of which independently places orders with
Futronix.

Futronix ships approximately 90% of its orders from its distribution
centers located in Charlotte, Chicago, Dallas, Exton (PA), Houston, Sparks (NV)
and Tampa. The remaining 10% of its orders is shipped directly from
manufacturers' sites to customers. Futronix's out-of-town orders are shipped by
common carrier and many of its local deliveries are handled through national and
local delivery services. Shipment of most orders generally occurs on a same-day
basis.

COMPETITION

The specialty wire and cable business is highly competitive and fragmented.
Futronix competes mainly on the basis of price, product availability, customer
service, technical knowledge and delivery time. Futronix competes with three
national master distributors (including Wire & Cable) and regional and other
master distributors (both domestic and foreign) that may have greater financial,
technical and marketing resources and distribution capabilities than those of
Futronix. Foreign competition in Futronix's markets has not been a

55
<PAGE> 66

significant factor. In limited circumstances, Futronix may compete with certain
manufacturers of specialty wire and cable (some of which may be suppliers of
Futronix) when end-users order large quantities, require limited value-added
services and accept long lead times from such manufacturers. It is the policy of
Futronix, however, not to source product from manufacturers that compete with it
and Futronix typically takes steps to identify and use alternative sources of
supply if such situations occur.

SOURCES OF SUPPLY

Futronix purchases more than 10,000 wire and cable products from
approximately 50 vendors worldwide. For 1995, Belden Wire and Cable Company
("Belden") products accounted for approximately 35% of Futronix's purchases of
specialty wire and cable products. Belden is Futronix's largest supplier and the
loss of this vendor would have a material adverse effect on Futronix's business.
Futronix has not encountered any material shortages or delays in delivery of its
products from its suppliers.

Futronix selectively purchases excess electrical apparatus (non-wire items)
from distributors and end-users for resale. Futronix does not purchase
electrical apparatus directly from manufacturers.

PROPERTY

Futronix's distribution centers, all of which are leased, are described in
the table below. The Houston facility also contains the executive offices of
Futronix.

<TABLE>
<CAPTION>
FACILITY EXPIRATION OF
DISTRIBUTION CENTER BUILDING AREA OPENED LEASE
---------------------------------------------- ------------- -------- -------------
(SQUARE FEET)
<S> <C> <C> <C>
Apr.
Charlotte, North Carolina..................... 34,000 1995 1998
Feb.
Chicago, Illinois............................. 16,000 1996 1999
Feb.
Dallas, Texas................................. 30,400 1996 1999
Exton, Pennsylvania........................... 25,000 May 1995 1998
Feb. (1)
Houston, Texas................................ 151,000 1994 2003
Apr.
Sparks, Nevada................................ 25,000 1996 1997
Jan.
Tampa, Florida................................ 30,000 1995 1999
</TABLE>

- ---------------

(1) A distribution center has been operated in the Houston area since 1991.

Futronix also leases approximately 1,000 square feet of office space in
Portland, Oregon for the operation of a sales office. Futronix believes that all
of its facilities are in good condition and are suitable for the purposes for
which they are being used.

EMPLOYEES

As of July 31, 1996, Futronix employed 109 people, including 7 branch sales
managers, 35 sales personnel, 9 sales support personnel, 39 warehouse personnel,
6 purchasing personnel and 13 corporate administration and senior management
personnel. None of Futronix's employees are represented by unions.

LITIGATION

There are currently no material legal proceedings pending against Futronix.

MARKET PRICES

There is no established trading market for Futronix Stock, although there
are occasional transactions in the stock.

56
<PAGE> 67

PRINCIPAL SHAREHOLDERS OF FUTRONIX

The following table sets forth certain information regarding the beneficial
ownership of the Futronix Common Stock as of the Futronix Record Date by (i)
each person known to own beneficially 5% or more of the outstanding shares of
Futronix Common Stock; (ii) each director of Futronix; (iii) each executive
officer of Futronix; and (iv) all executive officers and directors as a group.
Each of such shareholders has sole voting and investment power as to shares
shown, unless otherwise noted.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED(1)
-----------------------
NUMBER PERCENT
--------- -------
<S> <C> <C>
Terrence M. Hunt(2).......................................... 1,517,862 63.9%
Barbara M. Henagan(3)........................................ 1,503,976 61.5%
Robert J. Simon(4)........................................... 1,451,938 60.0%
Bradford Mills(5)............................................ 802,798 38.8%
Overseas Equity Investor Partners(6)......................... 744,194 36.5%
Bradford Venture Partners, L.P.(7)........................... 686,068 34.2%
All executive officers and directors as a group (3
persons)................................................... 3,121,894 96.3%
</TABLE>

- ---------------

(1) Includes shares of Futronix Common Stock issuable upon the conversion of
Futronix Convertible Preferred Stock and shares of Futronix Common Stock
issuable upon the exercise of Futronix Warrants.

(2) The address of the shareholder is 12614 Hempstead Highway, Houston, Texas
77092.

(3) The address of the shareholder is 1212 Avenue of the Americas, New York, New
York 10036. Includes 744,194 shares owned of record by Overseas Equity
Investor Partners, 686,068 shares owned of record by Bradford Venture
Partners, L.P., 16,674 shares owned of record by BVP Special Situations,
L.P. and 17,010 shares owned of record by two trusts for which Ms. Henagan
is the sole trustee. Ms. Henagan and Robert J. Simon serve as the
co-chairmen of the board of directors of the corporation that acts as the
managing partner of Overseas Equity Investor Partners. Ms. Henagan, Bradford
Mills and Mr. Simon are partners of Bradford Associates, which is the sole
general partner of Bradford Venture Partners, L.P. and a general partner of
BVP Special Situations, L.P. Ms. Henagan may be deemed to share voting and
investment power with respect to such shares.

(4) The address of the shareholder is 44 Nassau Street, Suite 365, Princeton,
New Jersey 08542. Includes 686,068 shares owned of record by Bradford
Venture Partners, L.P., 16,674 shares owned of record by BVP Special
Situations, L.P. and 744,194 shares owned of record by Overseas Equity
Investor Partners. Mr. Simon, Bradford Mills and Barbara M. Henagan are
partners of Bradford Associates, which is the sole general partner of
Bradford Venture Partners, L.P. and a general partner of BVP Special
Situations, L.P. Mr. Simon and Ms. Henagan serve as the co-chairmen of the
board of directors of the corporation that acts as the managing partner of
Overseas Equity Investor Partners. Mr. Simon may be deemed to share voting
and investment power with respect to such shares.

(5) The address of the shareholder is 44 Nassau Street, Suite 365, Princeton,
New Jersey 08542. Includes 686,068 shares owned of record by Bradford
Venture Partners, L.P., 16,674 shares owned of record by BVP Special
Situations, L.P. and 100,056 shares owned of record by two trusts of which
Mr. Mills is the beneficiary. Mr. Mills, Barbara M. Henagan and Robert J.
Simon are partners of Bradford Associates, which is the sole general partner
of Bradford Venture Partners, L.P. and a general partner of BVP Special
Situations, L.P. Mr. Mills may be deemed to share voting and investment
power with respect to such shares.

(6) The address of the shareholder is Clarendon House, Church Street, Hamilton
5-31, Bermuda. Overseas Equity Investor Partners is a general partnership
with two partners, Overseas Equity Investors Ltd., which is the managing
corporate partner and holds a 99% interest in the partnership, and Bradford
Associates, which holds a 1% interest in the partnership (which may increase
upon the satisfaction of certain contingencies related to the overall
performance of the investment portfolio of Overseas Equity Investors
Partners). Overseas Equity Investors Ltd. is a foreign corporation with
numerous foreign stockholders. Bradford Mills, Barbara M. Henagan and Robert
J. Simon are the general partners of

57
<PAGE> 68

Bradford Associates, and Ms. Henagan and Mr. Simon serve as co-chairs of the
board of directors of Overseas Equity Investors Ltd. Bradford Ventures,
Ltd., an affiliate of Bradford Associates, also acts as an investment
advisor for Overseas Equity Investor Partners.

(7) The address of the shareholder is 44 Nassau Street, Suite 365, Princeton,
New Jersey 08542. Bradford Venture Partners, L.P. is a limited partnership.
Bradford Mills, Barbara M. Henagan and Robert J. Simon are the general
partners of Bradford Associates, which is the sole general partner of
Bradford Venture Partners, L.P. and holds a 1% interest in the partnership
(which may increase upon the satisfaction of certain contingencies related
to the overall performance of the investment portfolio of Bradford Venture
Partners, L.P.).

The following table sets forth the beneficial ownership of Kent Common
Stock that (i) each person known to own beneficially 5% or more of the
outstanding shares of Futronix Stock; (ii) each director of Futronix; (iii) each
executive officer of Futronix; and (iv) all executive officers and directors as
a group, will have upon consummation of the Merger if there are no Futronix
Shareholders who exercise dissenters' rights of appraisal and all outstanding
Futronix Warrants are exercised.

<TABLE>
<CAPTION>
PERCENT OF
KENT
SHARES OF KENT COMMON STOCK
COMMON STOCK BENEFICIALLY
BENEFICIALLY OWNED UPON
OWNED UPON CONSUMMATION
NAME OF CONSUMMATION OF THE
BENEFICIAL OWNER OF THE MERGER(1) MERGER
--------------------------------------------------- ---------------- ------------
<S> <C> <C>
Terrence M. Hunt................................... 593,135 2.3%
Barbara M. Henagan................................. 587,709 2.3%
Robert J. Simon.................................... 567,374 2.2%
Bradford Mills..................................... 313,709 1.2%
Overseas Equity Investor Partners.................. 290,809 1.1%
Bradford Venture Partners, L.P..................... 268,095 1.0%
All executive officers and directors as a group
(3 persons)...................................... 1,219,943 4.7%
</TABLE>

- ---------------

(1) Each share of Futronix Common Stock and Futronix Convertible Preferred Stock
will be exchanged for 0.39077 shares of Kent Common Stock.

58
<PAGE> 69

BUSINESS OF WIRE & CABLE
GENERAL

Wire & Cable is a national master distributor of specialty wire and cable,
serving more than 700 electrical distributors throughout the United States. Wire
& Cable seeks to serve as an efficient single source of supply for electrical
distributors by maintaining for immediate delivery large quantities of over
4,000 specialty wire and cable products purchased from more than 30
manufacturers worldwide. Wire & Cable's products typically are used in specific,
often highly-sophisticated applications such as telecommunications systems,
factory automation, "intelligent" buildings and computer systems. Wire & Cable
believes that the products it sells are used primarily within the
telecommunications, electronics, process and manufacturing industries and that a
substantial portion of those products are used for MRO applications. Wire &
Cable generally does not sell commodity wire and cable, such as that used in
commercial and residential construction.

Theodore J. Bruno, Wire & Cable's Chief Executive Officer, founded Wire &
Cable and has over 25 years of experience in the specialty wire and cable
industry. Paul R. Monahan, Wire & Cable's Chief Operating Officer, together with
Mr. Bruno developed Wire & Cable into a national master distributor of specialty
wire and cable.

PRODUCTS

Wire & Cable stocks over 4,000 inventory items, most of which are
specialized electronic and industrial wire and cable products. Specialty wire
and cable is maintained in inventory by Wire & Cable in a variety of gauge
sizes, numbers of conductors or pairs, shielding options, jacketing compounds,
insulation materials and color codes or combinations. Most of the numerous
configurations of specialty wire and cable that are sold by Wire & Cable are
used for a specific type of application in a specific industry.

The types of specialty wire and cable sold by Wire & Cable include:

Specialty wire and cable offered by Wire & Cable are typically products
that most electrical distributors do not inventory in depth or breadth. Wire &
Cable buys specialty wire and cable in large factory-run lots and typically
sells smaller cut-to-length quantities to its customers on an as-needed basis
for pre-sold end-user orders for which prompt shipment is required. Wire &
Cable's large inventory of specialty wire and cable contains many different
items that electrical distributors typically could not obtain from a single
manufacturer. Additionally, electrical distributors generally do not inventory
the same products as Wire & Cable because they cannot predict which of the
thousands of different types of wire combinations their end-users might need for
a project. By carrying a diverse and sizeable inventory at its six distribution
centers nationally, Wire & Cable seeks to be an "extension" of its customers'
inventories.

The primary industries that use Wire & Cable's products are
telecommunications, electronics, manufacturing, steel, pulp and paper,
petrochemical, environmental (wastewater treatment), automotive, textile,
aviation and shipbuilding. Within such industries, Wire & Cable's products are
used for a variety of applications, including data and power transmission,
instrumentation and control, telecommunications, computers, networking,
multimedia, broadcast, sound, video and security and fire alarm systems.

59
<PAGE> 70

INFORMATION SYSTEMS

Wire & Cable uses an information system which networks its six distribution
centers into the system. This system integrates sales, inventory control,
purchasing, financial control and internal communications. This system enables
Wire & Cable's sales force to provide customers with personalized service by
drawing on information contained in the system's database, and allows
non-technically trained personnel to provide technical product information while
marketing Wire & Cable's products. Wire & Cable also uses information systems
technology in other ways, including Electronic Data Interchange ("EDI") software
that permits customers to place orders and receive invoices electronically to
reduce their transaction costs.

MARKETING, CUSTOMERS AND DISTRIBUTION

Wire & Cable markets its products through 19 inside and field sales
employees who report to Wire & Cable's six branch sales managers. The inside
sales force operates from Wire & Cable's six distribution centers, maintains
contact with specific distributors and sells Wire & Cable's products by
telephone, facsimile and EDI. Each member of Wire & Cable's field sales force
has assigned geographical territories, makes sales and technical support calls
on electrical distributors and provides product specification services to
end-users.

Wire & Cable maintains a toll-free marketing number. All calls to this
national toll-free telephone hotline automatically are routed to the nearest
regional distribution center where they are received by a member of Wire &
Cable's inside sales force. The sales person receiving the call is then able to
respond to a customer's inquiry on a real-time basis by utilizing Wire & Cable's
information system. Information channeled through the system permits Wire &
Cable to track market changes on a daily basis. Wire & Cable believes that
having immediate access through its information system to information such as
product availability (including exact footage in inventory), product pricing,
current replacement cost and shipping information significantly enhances its
ability to secure a customer's order.

Wire & Cable generally is able to meet on a just-in-time basis the order
requirements of electrical distributors that may otherwise be subject to
purchase order minimums and long lead times when ordering directly from a
manufacturer. Wire & Cable imposes no purchase order minimums and inventories a
greater variety and depth of wire and cable products than any one manufacturer
can produce or supply to the electrical distribution market. A distributor can
often use Wire & Cable as a single source of supply in purchasing a variety of
products for a particular project and, in contrast to most manufacturers, Wire &
Cable will ship small orders on a rush basis. Wire & Cable maintains a policy of
selling only to electrical distributors, electrical and electronic wholesalers
and wire and cable representatives and not directly to contractors or
installers.

During 1995, Wire & Cable recorded sales to more than 700 different
customers and the average sales price of an order filled by Wire & Cable was
less than $600. One customer, Graybar Electric Company, a national chain of
electrical distributors, accounted for approximately 17% of sales in 1995. This
percentage represents aggregate sales to more than 200 individual electrical
distribution outlets within the chain, each of which independently places orders
with Wire & Cable.

Wire & Cable ships approximately 70% of its orders from its distribution
centers located in Atlanta, Baton Rouge, Chicago, Denver, Livermore (CA) and
Salem (NH). The remaining 30% of its orders is shipped directly from
manufacturers' sites to customers. Wire & Cable's out-of-town orders are shipped
by common carrier and many of its local deliveries are handled through national
and local delivery services. Shipment of most orders generally occurs on a
same-day basis.

COMPETITION

The specialty wire and cable business is highly competitive and fragmented.
Wire & Cable competes mainly on the basis of price, product availability,
customer service, technical knowledge and delivery time. Wire & Cable competes
with three national master distributors (including Futronix) and regional and
other master distributors (both domestic and foreign) that may have greater
financial, technical and marketing resources and distribution capabilities than
those of Wire & Cable. Foreign competition in Wire & Cable's

60
<PAGE> 71

markets has not been a significant factor. In limited circumstances, Wire &
Cable may compete with certain manufacturers of specialty wire and cable (some
of which may be suppliers of Wire & Cable) when end-users order large
quantities, require limited value-added services and accept long lead times from
such manufacturers. It is the policy of Wire & Cable, however, not to source
product from manufacturers that compete with it and Wire & Cable typically takes
steps to identify and use alternative sources of supply if such situations
occur.

SOURCES OF SUPPLY

Wire & Cable purchases more than 4,000 wire and cable products from
approximately 30 vendors worldwide. Wire & Cable is one of the nation's largest
distributors of Belden products. For 1995, Belden products accounted for
approximately 48% of Wire & Cable's purchases of specialty wire and cable
products. Belden is Wire & Cable's largest supplier and the loss of this vendor
would have a material adverse effect on Wire & Cable's business. Wire & Cable
has a non-exclusive domestic distributor agreement with Belden for the supply of
Belden products throughout Wire & Cable's distribution network that will remain
in effect unless terminated by either party. The agreement is terminable by
Belden upon the occurrence of certain events and may be terminated by either
party upon 30 days' notice. Two other suppliers accounted for approximately 26%
of Wire & Cable's purchases of specialty wire and cable products for 1995. Wire
& Cable has not encountered any material shortages or delays in delivery of its
products from its suppliers.

PROPERTY

Wire & Cable's distribution centers, all of which are leased, are described
in the table below. The Atlanta facility also contains the executive offices of
Wire & Cable.

<TABLE>
<CAPTION>
FACILITY EXPIRATION OF
DISTRIBUTION CENTER BUILDING AREA OPENED LEASE
---------------------------------------------- ------------- ----------- -------------
(SQUARE FEET)
<S> <C> <C> <C>
Atlanta, Georgia.............................. 26,000 Jan. 1996(1) 2003
Baton Rouge, Louisiana........................ 11,100 Jun. 1993 1999
Chicago, Illinois............................. 12,800 Feb. 1993 1996
Denver, Colorado.............................. 5,000 Aug. 1995 1998
Livermore, California......................... 13,824 Feb. 1996 2001
Salem, New Hampshire.......................... 5,000 Jan. 1994 1997
</TABLE>

- ---------------

(1) A distribution center has been operated in the Atlanta area since 1982.

Wire & Cable believes that all of its facilities are in good condition and
are suitable for the purposes for which they are being used.

EMPLOYEES

As of July 31, 1996, Wire & Cable employed 58 people, including 6 branch
sales managers, 19 sales personnel, 8 sales support personnel, 14 warehouse
personnel, 3 purchasing personnel and 8 corporate administration and senior
management personnel. None of Wire & Cable's employees are represented by
unions.

LITIGATION

There are currently no material legal proceedings pending against Wire &
Cable.

MARKET PRICES

There is no established trading market for Wire & Cable Common Stock,
although there are occasional transactions in the stock.

61
<PAGE> 72

PRINCIPAL SHAREHOLDERS OF WIRE & CABLE

The following table sets forth certain information regarding the beneficial
ownership of the Wire & Cable Common Stock as of the Wire & Cable Record Date by
(i) each person known to own beneficially 5% or more of the outstanding shares
of Wire & Cable Common Stock; (ii) the sole director of Wire & Cable; (iii) each
executive officer of Wire & Cable; and (iv) the executive officers and sole
director as a group. Each of such shareholders has sole voting and investment
power as to shares shown, unless otherwise noted.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED
----------------------
NUMBER PERCENT
------ -------
<S> <C> <C>
Theodore J. Bruno(1)......................................... 990 99.0%
Paul R. Monahan(2)........................................... 163 16.3%
Joan Scott(3)................................................ 27 2.7%
All executive officers and directors as a group (3
persons)................................................... 990 99.0%
</TABLE>

- ---------------

(1) The address of the shareholder is 5060 Avalon Ridge Parkway, Norcross,
Georgia 30071.

(2) The address of the shareholder is 5060 Avalon Ridge Parkway, Norcross,
Georgia 30071. Represents approximately 163 shares issuable to Mr. Monahan
upon the exercise of an option to purchase shares of Wire & Cable Common
Stock granted to him by Mr. Bruno.

(3) The address of the shareholder is 5060 Avalon Ridge Parkway, Norcross,
Georgia 30071. Represents approximately 27 shares issuable to Ms. Scott
upon the exercise of an option to purchase shares of Wire & Cable Common
Stock granted to her by Mr. Bruno.

The following table sets forth the beneficial ownership of Kent Common
Stock that (i) each person known to own beneficially 5% or more of the
outstanding shares of Wire & Cable Common Stock; (ii) the sole director of Wire
& Cable; (iii) each executive officer of Wire & Cable; and (iv) the executive
officers and sole director as a group, will have upon consummation of the
Merger.

<TABLE>
<CAPTION>
SHARES OF KENT PERCENT OF KENT
COMMON STOCK COMMON STOCK
BENEFICIALLY OWNED BENEFICIALLY OWNED
NAME OF UPON CONSUMMATION UPON CONSUMMATION
BENEFICIAL OWNER OF THE MERGER(1) OF THE MERGER
--------------------------------------------- --------------------- ------------------
<S> <C> <C>
Theodore J. Bruno............................ 803,931 3.1%
Paul R. Monahan(2)........................... 131,998 0.5%
Joan Scott(3)................................ 22,000 0.1%
All executive officers and directors as a
group (3 persons).......................... 803,931 3.1%
</TABLE>

- ---------------

(1) Each share of Wire & Cable Common Stock will be exchanged for 812.052 shares
of Kent Common Stock.

(2) Represents shares of Kent Common Stock that may be acquired by Mr. Monahan
upon exercise of an option that will be granted to him by Mr. Bruno as of
the Closing Date. In addition, upon completion of seven days of employment
with Kent, Mr. Monahan will be entitled to receive an additional 48,400
shares of Kent Common Stock as part of the Value Appreciation Bonus.

(3) Represents shares of Kent Common Stock that may be acquired by Ms. Scott
upon exercise of an option that will be granted to her by Mr. Bruno as of
the Closing Date.

62
<PAGE> 73

LEGAL MATTERS

Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. has rendered an opinion
concerning the validity of the securities being offered pursuant to this Joint
Proxy Statement/Prospectus. Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. has
also rendered an opinion concerning certain federal income tax consequences of
the Merger.

EXPERTS

The consolidated financial statements of Kent and its subsidiaries in
Kent's Annual Report on Form 10-K for the year ended March 30, 1996 incorporated
by reference herein have been audited by Grant Thornton LLP, independent public
accountants, as stated in their report with respect thereto, and are
incorporated by reference herein in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.

The financial statements of Futronix as of and for the year ended December
31, 1995 in this Joint Proxy Statement/Prospectus have been audited by Deloitte
& Touche LLP, independent public accountants, as stated in their report
appearing herein, and are included in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.

The financial statements of Futronix included herein as of December 31,
1994 and for the years ended December 31, 1993 and 1994 have been audited by
Weinstein Spira & Company, P.C., independent public accountants, as stated in
their report appearing herein, and are included in reliance upon the report of
such firm given upon their authority as experts in accounting and auditing.

The financial statements of Wire & Cable included herein as of and for the
years ended December 31, 1993, 1994 and 1995 have been audited by Gross, Collins
& Cress, P.C., independent public accountants, as stated in their report
appearing herein, and are included in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.

OTHER MATTERS

The Futronix Board does not know of any matters to be presented at the
Futronix Special Meeting other than those set forth above. If any other matters
are properly brought before the Futronix Special Meeting or any adjournment
thereof, the persons named in the enclosed proxy will vote the proxies in
accordance with their best judgment.

The Kent Board does not know of any matters to be presented at the Kent
Special Meeting other than those set forth above. If any other matters are
properly brought before the Kent Special Meeting or any adjournment thereof, the
persons named in the enclosed proxy will vote the proxies in accordance with
their best judgment.

63
<PAGE> 74

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
FUTRONIX CORPORATION:
Report of Deloitte & Touche LLP..................................................... F-2
Report of Weinstein Spira & Company, P.C. .......................................... F-3
Balance Sheets as of December 31, 1994 and 1995 and September 30, 1996
(Unaudited)...................................................................... F-4
Statements of Income for the Years Ended December 31, 1993, 1994 and 1995 and for
the Nine Months Ended September 30, 1995 and 1996 (Unaudited).................... F-5
Statements of Changes in Shareholders' Equity for the Years Ended December 31, 1993,
1994 and 1995 and for the Nine Months Ended September 30, 1996 (Unaudited)....... F-6
Statements of Cash Flows for the Years Ended December 31, 1993, 1994 and 1995 and
for the Nine Months Ended September 30, 1995 and 1996 (Unaudited)................ F-7
Notes to Financial Statements....................................................... F-8
WIRE & CABLE SPECIALTIES CORPORATION:
Report of Gross, Collins & Cress, P.C. ............................................. F-14
Balance Sheets as of December 31, 1994 and 1995 and September 30, 1996
(Unaudited)...................................................................... F-15
Statements of Income for the Years Ended December 31, 1993, 1994 and 1995 and for
the Nine Months Ended September 30, 1995 and 1996 (Unaudited).................... F-16
Statements of Changes in Shareholder's Equity for the Years Ended December 31, 1993,
1994 and 1995 and for the Nine Months Ended September 30, 1996 (Unaudited)....... F-17
Statements of Cash Flows for the Years Ended December 31, 1993, 1994 and 1995 and
for the Nine Months Ended September 30, 1995 and 1996 (Unaudited)................ F-18
Notes to Financial Statements....................................................... F-19
</TABLE>

F-1
<PAGE> 75

INDEPENDENT AUDITORS' REPORT

To the Board of Directors of
Futronix Corporation
Houston, Texas

We have audited the accompanying balance sheet of Futronix Corporation as
of December 31, 1995, and the related statements of income, changes in
shareholders' equity and cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such financial statements referred to above present fairly,
in all material respects, the financial position of Futronix Corporation as of
December 31, 1995, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP

Houston, Texas
April 26, 1996

F-2
<PAGE> 76

INDEPENDENT AUDITORS' REPORT

Board of Directors
Futronix Corporation
Houston, Texas

We have audited the accompanying balance sheet of Futronix Corporation (dba
Futronix Cable Depot) as of December 31, 1994, and the related statements of
earnings, changes in shareholders' equity and cash flows for the years ended
December 31, 1994 and 1993. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Futronix Corporation (dba
Futronix Cable Depot) as of December 31, 1994, and the results of its operations
and cash flows for the years ended December 31, 1994 and 1993, in conformity
with generally accepted accounting principles.

WEINSTEIN SPIRA & COMPANY, P.C.

Houston, Texas
April 14, 1995

F-3
<PAGE> 77

FUTRONIX CORPORATION

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------- SEPTEMBER 30,
1994 1995 1996
--------- ---------- -------------
UNAUDITED
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents...................................... $ 114,017 $ 236,023 $ 747,317
Receivables:
Trade-less allowance for doubtful accounts of $10,000 and
$30,000 in 1994 and 1995 and $107,600 in 1996,
respectively............................................... 1,026,299 4,945,296 7,403,520
Other........................................................ 30,241 127,664 62,268
Inventory...................................................... 5,941,481 14,005,376 18,685,022
Prepaid expenses............................................... 61,903 106,788 77,445
Deferred federal income tax.................................... 8,500 15,000 15,000
---------- ----------- -----------
Total current assets.................................... 7,182,441 19,436,147 26,990,572
---------- ----------- -----------
PROPERTY AND EQUIPMENT:
Furniture and office equipment................................. 403,306 917,929 1,090,665
Machinery and equipment........................................ 251,684 496,089 818,779
Leasehold improvements......................................... 611,001 669,691 680,694
---------- ----------- -----------
1,265,991 2,083,709 2,590,138
Less accumulated depreciation.................................. 160,989 406,658 691,658
---------- ----------- -----------
1,105,002 1,677,051 1,898,480
---------- ----------- -----------
OTHER ASSETS (Includes Deferred Merger Costs)........... 10,257 6,462 1,003,193
---------- ----------- -----------
TOTAL................................................... $8,297,700 $21,119,660 $29,892,245
========== =========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Note payable................................................... $1,400,000 $7,650,000 $14,150,000
Accounts payable:
Trade........................................................ 1,304,727 5,943,740 6,789,585
Due to related party......................................... 53,210 -- --
Accrued expenses............................................... 330,791 603,598 1,708,540
Federal income taxes payable................................... 46,723 118,828 18,089
---------- ----------- -----------
Total current liabilities............................... 3,135,451 14,316,166 22,666,214
LONG-TERM DEBT-SHAREHOLDERS...................................... 1,243,193 1,243,193 1,243,193
DEFERRED FEDERAL INCOME TAXES.................................... 27,000 54,000 54,000
---------- ----------- -----------
4,405,644 15,613,359 23,963,407
---------- ----------- -----------
MANDATORILY REDEEMABLE PREFERRED STOCK,
non-dividend paying, $1 par value, $1 redemption value,
2,500,000 shares authorized, 2,200,000 shares issued and
outstanding.................................................... 2,200,000 2,200,000 2,200,000
---------- ----------- -----------
SHAREHOLDERS' EQUITY:
Capital stock:
Class A common stock, $.01 par value, 5,000,000 shares
authorized, 1,243,985 shares issued and outstanding........ 12,440 12,440 12,440
Class B common stock, $.01 par value, 1,300,000 shares
authorized, 344,250 shares issued and outstanding.......... 3,442 3,442 3,442
Class C common stock, $.01 par value, 1,000,000 shares
authorized, 48,500 shares issued and outstanding........... -- -- 485
Convertible preferred stock, non-dividend paying, $1 par
value, $1 redemption value, 1,200,000 shares authorized,
1,000,000 shares outstanding............................... -- 1,000,000 1,000,000
Series preferred stock, $1 par value, 3,000,000 shares
authorized,
none issued................................................ -- -- --
Additional paid-in capital..................................... 1,461,400 1,461,400 1,509,415
Retained earnings.............................................. 214,774 829,019 1,203,056
---------- ----------- -----------
Total shareholders' equity.............................. 1,692,056 3,306,301 3,728,838
---------- ----------- -----------
TOTAL................................................... $8,297,700 $21,119,660 $29,892,245
========== =========== ===========
</TABLE>

See notes to financial statements.

F-4
<PAGE> 78

FUTRONIX CORPORATION

STATEMENTS OF INCOME

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
---------------------------------- -----------------------
1993 1994 1995 1995 1996
--------- --------- ---------- ---------- ----------
UNAUDITED
<S> <C> <C> <C> <C> <C>
SALES............................. $2,873,772 $5,950,633 $29,279,781 $19,424,188 $37,593,661
----------- ----------- ------------ ------------ ------------
OPERATING COSTS AND EXPENSES:
Cost of products sold........... 1,311,331 3,023,935 21,474,056 13,942,603 29,750,774
Operating expenses:
Lease payments to related
party...................... 156,072 156,072 180,000 138,155 225,000
Other operating expenses..... 1,166,560 2,068,181 5,928,005 4,176,448 6,253,022
---------- ---------- ----------- ---------- -----------
Total operating costs
and expenses.......... 2,633,963 5,248,188 27,582,061 18,257,206 36,228,796
---------- ---------- ----------- ---------- -----------
INCOME FROM OPERATIONS............ 239,809 702,445 1,697,720 1,166,982 1,364,865
---------- ---------- ----------- ---------- -----------
OTHER EXPENSE:
Interest expense:
Related parties.............. -- (20,504) (87,024) (65,268) (65,268)
Other........................ (69,138) (129,581) (603,047) (427,264) (676,202)
Loss on sale of assets.......... -- (30,285) -- -- --
---------- ---------- ----------- ---------- -----------
Total other expense..... (69,138) (180,370) (690,071) (492,532) (741,470)
---------- ---------- ----------- ---------- -----------
INCOME BEFORE INCOME TAXES........ 170,671 522,075 1,007,649 674,450 623,395
INCOME TAXES...................... -- 220,904 393,404 269,780 249,358
---------- ---------- ----------- ---------- -----------
NET INCOME........................ $ 170,671 $ 301,171 $ 614,245 $ 404,670 $ 374,037
PRO FORMA INCOME TAXES FOR S
CORPORATION..................... 64,855 (34,000) -- -- --
---------- ---------- ----------- ---------- -----------
PRO FORMA NET INCOME.............. $ 105,816 $ 335,171 $ 614,245 $ 404,670 $ 374,037
========== ========== =========== ========== ===========
PRO FORMA EARNINGS PER COMMON
SHARE........................... $ .18 $ .34 $ .27 $ .18 $ .11
========== ========== =========== ========== ===========
</TABLE>

See notes to financial statements.

F-5
<PAGE> 79

FUTRONIX CORPORATION

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C CONVERTIBLE
COMMON STOCK COMMON STOCK COMMON STOCK PREFERRED STOCK
-------------------- ---------------- --------------- --------------------
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT
-------- --------- ------- ------ ------ ------ -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1,
1993........................... 500,000 $ 500,000
Net income.....................
Distributions..................
--------- --------- ------- ------ ------ ---- --------- ----------
BALANCE, DECEMBER 31,
1993........................... 500,000 500,000
Recapitalization of Class A
common stock.................. (39,265) (495,393) 127,500 $1,275
Issuance of Class A
common stock.................. 783,250 7,833
Issuance of Class B
common stock.................. 216,750 2,167
Issuance of Class A and
Class B common stock
purchase warrants.............
Costs related to issuance of
common stock.................
Net income.....................
--------- --------- ------- ------ ------ ---- --------- ----------
BALANCE, DECEMBER 31,
1994........................... 1,243,985 12,440 344,250 3,442
Issuance of Convertible
Preferred Stock............. 1,000,000 $1,000,000
Net Income.....................
--------- --------- ------- ------ ------ ---- --------- ----------
BALANCE, DECEMBER 31,
1995........................... 1,243,985 12,440 344,250 3,442 1,000,000 1,000,000
Issuance of Class C
common stock.................. 48,500 $485
Net income (unaudited).........
--------- --------- ------- ------ ------ ---- --------- ----------
BALANCE, SEPTEMBER 30,
1996 (unaudited)............... 1,243,985 $ 12,440 344,250 $ 3,442 48,500 $485 1,000,000 $1,000,000
========= ========= ======= ====== ====== ==== ========= ==========

ADDITIONAL RETAINED TOTAL
PAID-IN EARNINGS SHAREHOLDERS'
CAPITAL (DEFICIT) EQUITY
--------- --------- ------------
<S> <C> <C> <C>
BALANCE, JANUARY 1,
1993........................... $ 471,848 $ (28,916) $ 942,932
Net income..................... 170,671 170,671
Distributions.................. (471,848) (228,152) (700,000)
---------- ---------- ----------
BALANCE, DECEMBER 31,
1993........................... (86,397) 413,603
Recapitalization of Class A
common stock.................. 494,118
Issuance of Class A
common stock.................. 775,417 783,250
Issuance of Class B
common stock.................. 214,583 216,750
Issuance of Class A and
Class B common stock
purchase warrants............. 6,807 6,807
Costs related to issuance of
common stock................. (29,525) (29,525)
Net income..................... 301,171 301,171
---------- ---------- ----------
BALANCE, DECEMBER 31,
1994........................... 1,461,400 214,774 1,692,056
Issuance of Convertible
Preferred Stock............. 1,000,000
Net Income..................... 614,245 614,245
---------- ---------- ----------
BALANCE, DECEMBER 31,
1995........................... 1,461,400 829,019 3,306,301
Issuance of Class C
common stock.................. 48,015 48,500
Net income (unaudited)......... 374,037 374,037
---------- ---------- ----------
BALANCE, SEPTEMBER 30,
1996 (unaudited)............... $1,509,415 $1,203,056 $3,728,838
========== ========== ==========

</TABLE>

See notes to financial statements.

F-6
<PAGE> 80

FUTRONIX CORPORATION

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
----------------------------------------- --------------------------
1993 1994 1995 1995 1996
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income................................ $ 170,671 $ 301,171 $ 614,245 $ 404,670 $ 374,037
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation and amortization.......... 65,172 121,648 256,750 203,552 288,269
Bad debt expense....................... 31,925 7,651 20,000 45,250 77,600
Loss on sale of assets................. 30,285
Deferred federal income tax............ 18,500 20,500
Effect of changes in:
Receivables.......................... (17,053) (789,444) (4,028,654) (3,771,951) (2,470,428)
Inventory............................ (1,000,742) (3,885,356) (8,063,895) (7,033,441) (4,679,646)
Prepaid expenses..................... (9,253) (31,748) (44,885) 26,145 29,343
Accounts payable..................... 42,638 1,187,599 4,639,013 3,469,475 845,845
Accrued expenses..................... 68,770 201,556 272,807 300,465 104,942
Federal income taxes payable......... 46,723 72,105 12,417 (100,739)
----------- ----------- ----------- ----------- -----------
NET CASH USED IN OPERATING ACTIVITIES....... $ (647,872) $(2,791,415) $(6,242,014) $(6,343,418) $(5,530,777)
=========== =========== =========== =========== ===========
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment..... (33,702) (1,031,431) (829,718) (690,715) (506,429)
Organizational costs...................... (8,344)
Proceeds from related party receivable.... 124,290
Proceeds from sale of assets.............. 6,000 4,714
----------- ----------- ----------- ----------- -----------
NET CASH USED IN INVESTING ACTIVITIES....... (42,046) (901,141) (825,004) (690,715) (506,429)
----------- ----------- ----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under line of credit
agreement.............................. 1,272,000 2,950,000 10,675,000 7,675,000 22,550,000
Repayments on line of credit.............. (3,500,000) (4,425,000) (125,000) (16,050,000)
Net advances from (payments to)
shareholder............................ 114,808 (69,089) (60,976) (60,976)
Proceeds from issuance of long-term
debt................................... 1,243,193
Proceeds from issuance of mandatorily
redeemable preferred stock............. 2,200,000
Proceeds from issuance of convertible
preferred stock........................ 1,000,000
Proceeds from sale of common
stock -- net........................... 970,475 48,500
Proceeds from sale of stock warrants...... 6,807
Distributions made to shareholder......... (700,000)
----------- ----------- ----------- ----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES... 686,808 3,801,386 7,189,024 7,489,024 6,548,500
----------- ----------- ----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS............................... (3,110) 108,830 122,006 454,891 511,294
CASH AND CASH EQUIVALENTS, BEGINNING OF
PERIOD.................................... 8,297 5,187 114,017 114,017 236,023
----------- ----------- ----------- ----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD.... $ 5,187 $ 114,017 $ 236,023 $ 568,908 $ 747,317
=========== =========== =========== =========== ===========
NONCASH INVESTING AND FINANCING
ACTIVITIES -- Proceeds in the form of a
related party receivable, from sale of
leasehold improvements.................... $ 124,290
===========
</TABLE>

See notes to financial statements.

F-7
<PAGE> 81

FUTRONIX CORPORATION

NOTES TO FINANCIAL STATEMENTS

1. NATURE OF BUSINESS

Futronix Corporation ("Futronix") operates as an independent wholesale
distributor of specialty wire and cable and new electrical surplus material that
are sold exclusively to electrical wholesalers and other specialty distributors
in the United States, Canada and Mexico. As of December 31, 1995, warehouse
facilities were located in Houston, Texas; Charlotte, North Carolina; Exton,
Pennsylvania; and Tampa, Florida, with the main offices in Houston.

2. ACCOUNTING POLICIES

Futronix maintains its accounts on the accrual basis of accounting in
accordance with generally accepted accounting principles. Accounting principles
followed by Futronix and the methods of applying those principles which
materially affect the determination of financial position, the results of
operations and cash flows are summarized below:

UNAUDITED FINANCIAL STATEMENTS. The accompanying consolidated financial
statements and information as of September 30, 1996 and for the nine months
ended September 30, 1995 and 1996 are unaudited, and include all adjustments
(consisting of only normal recurring adjustments), that are necessary, in the
opinion of management, for a fair presentation.

INCOME RECOGNITION. Sales are recognized at the date of merchandise
shipment, and accounts receivable are recorded at that time. Earnings are
charged with a provision for doubtful accounts based on a current review of
collectibility of accounts. Accounts deemed uncollectible are applied against
the allowance for doubtful accounts.

INVENTORY. Inventory consists of specialty wire and cable and electrical
parts and equipment held for sale in the ordinary course of business. This
merchandise is valued at the lower of average cost or market.

PROPERTY AND EQUIPMENT. Property and equipment are recorded at cost.
Depreciation is computed at rates considered sufficient to amortize the cost of
the assets over their estimated useful lives, using the straight-line method of
accounting. Depreciation is based on the following estimated useful lives:

<TABLE>
<S> <C>
Furniture and fixtures.................................. 7 years
Machinery and equipment................................. 3-7 years
Leasehold improvements.................................. 3-15 years
</TABLE>

FEDERAL INCOME TAX. Effective January 1, 1994, Futronix became subject to
federal income taxes under the C corporation provisions of the Internal Revenue
Code. Under these provisions, Futronix computes federal income tax based on
rates prevailing at year end.

Income taxes are provided for all taxable income included in the
determination of earnings, regardless of when such income is reported for income
tax purposes.

Futronix provides deferred income taxes for the expected future tax
consequences of temporary differences between the tax bases and financial
reporting bases of assets and liabilities.

In 1993, Futronix was taxed under the S Corporation provisions of the
Internal Revenue Code. Under those provisions, Futronix did not pay federal
corporate income taxes on its taxable income. Instead, the shareholder was
liable for individual federal income taxes on Futronix's taxable income and
received the benefit of any taxable losses.

FINANCIAL INSTRUMENTS. Futronix's financial instruments consist of cash and
cash equivalents, receivables, payables, debt and mandatorily redeemable
preferred stock. As of December 31, 1995, the estimated fair value of such
financial instruments has been based on the following methods and assumptions:
for cash and cash equivalents, receivables and payables, the carrying amount
approximates fair value because of the

F-8
<PAGE> 82

FUTRONIX CORPORATION

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

short term maturity of these instruments; and for debt and mandatorily
redeemable preferred stock, the fair value is based on the rates available for
debt with similar terms.

CASH AND CASH EQUIVALENTS. For purposes of the statements of cash flows,
Futronix considers all short-term investments with an original maturity of three
months or less when purchased to be cash equivalents.

USE OF ESTIMATES. The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

EARNINGS PER COMMON SHARE. Earnings per common share are based on the
weighted average number of common stock and common stock equivalents outstanding
during the period. Common stock equivalents include common stock options, common
stock warrants and convertible preferred stock. The weighted average number of
shares used to compute earnings per common share was:

<TABLE>
<S> <C>
Year ended December 31:
1993................................................................. 588,235
1994................................................................. 993,422
1995................................................................. 2,296,237
Nine months ended September 30:
1995................................................................. 2,268,840
1996................................................................. 3,303,551
</TABLE>

3. NOTES PAYABLE

Short-term debt at December 31, 1994 and 1995, was as follows:

<TABLE>
<CAPTION>
1994 1995
---------- ----------
<S> <C> <C>
Note payable to a bank under a $12,000,000 revolving
line-of-credit, secured by accounts receivable, inventory,
equipment, general intangibles, and life insurance
proceeds, with interest at the prime rate plus 1/2%, due
December 9, 1996 (at September 30, 1996, the line of credit
was due on June 30, 1997).................................. $1,400,000 $7,650,000
========== ==========
</TABLE>

Long-term debt at December 31, 1994 and 1995, was as follows:

<TABLE>
<CAPTION>
1994 1995
---------- ----------
<S> <C> <C>
Subordinated notes payable to shareholders, due in four
annual installments, commencing on October 1, 1999 through
2002, plus quarterly interest at 7%, beginning January
1995....................................................... $1,243,193 $1,243,193
========== ==========
</TABLE>

Future payments on long-term debt are as follows:

<TABLE>
<CAPTION>
1994
----------
<S> <C>
Year Ending December 31:
1999................................................................ $ 310,798
2000................................................................ 310,798
Later years.............................................................. 621,597
----------
$1,243,193
==========
</TABLE>

F-9
<PAGE> 83

FUTRONIX CORPORATION

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

The revolving line-of-credit note contains certain covenants and
restrictions, including the maintenance of certain financial statement ratios.
As of December 31, 1995, Futronix was in compliance with these covenants.

The fair value of the note payable to a bank and the subordinated notes
payable to shareholders at December 31, 1995 totaled $7,650,000 and $1,050,000,
respectively.

4. OPERATING LEASES

On January 1, 1994, Futronix commenced a ten-year lease with an option for
a five year extension of the Houston warehouse and office facilities with a
related party. Monthly rent began at $13,006 and effective January 1, 1996,
escalated to the maximum monthly rate of $25,000, based on the amount of sales
of Futronix in the preceding year. Futronix paid rent of $156,072, $156,072 and
$180,000 to the related party for the years ended December 31, 1993, 1994 and
1995, respectively, out of a total rental expense of $156,072, $156,072 and
$447,327.

During fiscal year 1995, Futronix had leased warehouse and office
facilities in Tampa, Florida; Charlotte, North Carolina; and Exton,
Pennsylvania. The lease terms for the facilities range from three to five years.
The facilities in Exton and Charlotte have options to extend for a period of
three years at the option of Futronix. Also, Futronix has leased office
facilities in Dallas, Texas and Baton Rouge, Louisiana for periods of no more
than one year. These leases are classified as operating leases in accordance
with Financial Accounting Standards ("FAS") No. 13 "Accounting for Leases."

Future minimum base lease payments are as follows:

<TABLE>
<S> <C>
Year Ending December 31:
1996........................................ $ 709,779
1997........................................ 752,568
1998........................................ 609,468
1999........................................ 478,848
2000........................................ 300,000
Later Years...................................... 900,000
----------
$3,750,663
==========
</TABLE>

5. RELATED PARTY TRANSACTIONS

Futronix had advances payable to a shareholder in the amount of $53,210 at
December 31, 1994. No interest had been accrued or paid on the advances.

As disclosed in Note 3, Futronix has subordinated notes payable to
shareholders. For the years ended December 31, 1994 and 1995, $20,504 and
$87,024, respectively, of interest was accrued on these notes.

6. PROFIT SHARING PLAN

Futronix established a profit sharing plan during the year ended December
31, 1993, under Section 401(k) of the Internal Revenue Code, that covers
substantially all of employees. Employees may make contributions to the plan by
electing to defer from 1% to 15% of their compensation. A discretionary
contribution may be made by the employer as determined by the Board of
Directors. Futronix's contributions to the plan were $25,000, $50.000 and
$72,000 for the years ended December 31, 1993, 1994 and 1995, respectively.

F-10
<PAGE> 84

FUTRONIX CORPORATION

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

7. INCOME TAX

Futronix recognized current federal income tax expense of $196,723 and
$320,137, deferred federal income tax expense of $18,500 and $20,500, and state
income tax expense of $5,681 and $52,767 in 1994 and 1995, respectively.

The following is a reconciliation of federal income taxes computed at the
statutory rate with income taxes recorded in the Statements of Income for the
years ended December 31, 1994 and 1995:

<TABLE>
<CAPTION>
1994 1995
-------- --------
<S> <C> <C>
Federal income tax expense at statutory rates............... $177,506 $342,601
Nondeductible items......................................... 9,865 10,736
After-tax effect of state income taxes...................... 5,681 34,826
Cumulative FAS No. 109 adjustment resulting from change in
status from S Corporation to taxation as a C Corporation.. 34,000
Other....................................................... (6,148) 5,241
-------- --------
$220,904 $393,404
======== ========
</TABLE>

The components of the deferred tax asset and liability as of December 31,
1994 and 1995, were as follows:

<TABLE>
<CAPTION>
1994 1995
------- -------
<S> <C> <C>
Deferred tax assets:
Allowances for doubtful accounts.......................... $ 3,400 $10,000
Accrued vacation.......................................... 5,100 5,000
------- -------
8,500 15,000
======= =======
Deferred tax liability -- accumulated depreciation.......... $27,000 $54,000
======= =======
</TABLE>

8. SHAREHOLDERS' EQUITY

During 1994, Futronix filed amended Articles of Incorporation that
authorized the following changes in Futronix's equity structure:

- Authorized issuance of 5,000,000 shares of Class A voting common stock at
$.01 par value per share.

- Authorized issuance of 1,000,000 shares of Class B nonvoting common stock
at $.01 par value per share.

- Authorized issuance of 1,000,000 shares of Class C nonvoting common stock
at $.01 par value per share.

- Class B common stock may be converted to Class A common stock on a
one-to-one basis at the option of the holder. Class C nonvoting common
stock is not convertible.

F-11
<PAGE> 85

FUTRONIX CORPORATION

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

- Authorized issuance of 5,000,000 shares of non-dividend paying preferred
stock, $1.00 par value per share. The shares are redeemable at any time at
the option of Futronix and are subject to mandatory redemption at the
seventh, eighth, ninth and tenth anniversary dates, beginning at January
1, 1994. The redemption price is $1.00 per share and is redeemable as
follows:

<TABLE>
<CAPTION>
DATE OF REDEMPTION PERCENTAGE TO BE REDEEMED
------------------ -------------------------
<S> <C>
January 1, 2001............... 25% of outstanding shares
January 1, 2002............... 33% of outstanding shares
January 1, 2003............... 50% of outstanding shares
January 1, 2004............... 100% of outstanding shares
</TABLE>

On January 1, 1994, Futronix converted the existing 500,000 shares of
outstanding common stock at $1 par value into 460,735 shares of Class A common
stock at $.01 par value and 127,500 shares of Class B common stock at $.01 par
value.

On January 1, 1994 and October 5, 1994, Futronix sold 1,450,000 and 750,000
shares of mandatorily redeemable preferred stock to third parties for $1,450,000
and $750,000, respectively. The estimated fair value of mandatorily redeemable
preferred stock at December 31, 1995 was $1,171,000.

On October 5, 1994, Futronix sold 783,250 shares of Class A common stock
and 216,750 shares of Class B common stock to existing shareholders for $783,250
and $216,750, respectively.

On October 5, 1994, Futronix sold Class A and Class B common stock purchase
warrants to existing shareholders for $6,807. The purchase price of warrants was
$.01 per warrant, which enabled the holder to purchase one share of common stock
for $.01. A total of 680,673 warrants were sold, of which 172,286 represented
Class B warrants and 508,387 were Class A warrants.

Total costs related to capital transactions amounted to $29,525 for the
1994 period. Accordingly, these costs were offset against additional paid-in
capital.

At December 19, 1995, Futronix filed amended Articles of Incorporation that
authorized the following changes in Futronix's equity structure:

- Increased the authorized number of Class B common shares from 1,000,000
to 1,300,000.

- Decreased the authorized number of mandatorily redeemable preferred
shares from 5,000,000 to 2,500,000.

- Authorized issuance of 1,200,000 shares of nondividend-paying convertible
preferred stock at $1.00 par value per share that are convertible at any
time to Class A and Class B common stock on a one-to-one basis at the
option of the holder. The liquidation preference of mandatorily
redeemable preferred stock is superior to convertible preferred stock.

- Authorized the issuance of 3,000,000 shares of series preferred stock
with rights and preferences to be determined when issued.

On December 21, 1995, Futronix issued 1,000,000 shares of convertible
preferred stock for $1,000,000.

9. INCENTIVE STOCK OPTION PLAN

In November 1995, the Board of Directors approved an incentive plan (1995
Omnibus Plan) offering incentives to its key employees, consultants, and
directors. The 1995 Omnibus Plan is administered by a compensation committee
made up from the Board of Directors. The incentives include stock options,
performance awards, and other common stock equivalents which are issued at the
discretion of the committee.

F-12
<PAGE> 86

FUTRONIX CORPORATION

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

The 1995 Omnibus Plan limits the awards to 163,500 shares of common stock; and
no more than 10,000 shares to any individual within one calendar year. No
options were granted in 1995. In April 1996, options for 50,000 shares of Class
C common stock were granted at an exercise price of $1.00 per share, 48,500 of
which were exercised prior to the expiration of the term of the options in June
1996.

10. CONTINGENT LIABILITY

As of December 31, 1995, Futronix was a guarantor on certain loans to
employees of Futronix. At year end, the total exposure related to these loans
was approximately $70,000.

11. MAJOR CUSTOMERS

During 1995, one customer accounted for 10% of Futronix's total sales.
During 1994 and 1993, there were no customers with sales over 10% of total
sales.

12. GEOGRAPHIC INFORMATION

Less than 10% of Futronix's revenues and identifiable assets relate to
foreign operations and export sales.

F-13
<PAGE> 87

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholder of
Wire & Cable Specialties Corporation
Atlanta, Georgia

We have audited the accompanying balance sheets of

WIRE & CABLE SPECIALTIES CORPORATION

as of December 31, 1994 and 1995, and the related statements of income,
shareholder's equity, and cash flows for the three years in the period ended
December 31, 1995. These financial statements are the responsibility of Wire &
Cable Specialties Corporation's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Wire & Cable Specialties
Corporation as of December 31, 1994 and 1995, and the results of its operations
and its cash flows for each of the three years in the period ended December 31,
1995, in conformity with generally accepted accounting principles.

GROSS, COLLINS & CRESS, P.C.

Atlanta, Georgia
July 22, 1996

F-14
<PAGE> 88

WIRE & CABLE SPECIALTIES CORPORATION

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------- SEPTEMBER 30,
1994 1995 1996
--------- --------- ------------
<S> <C> <C> <C>
UNAUDITED
ASSETS
CURRENT ASSETS
Cash and cash equivalents.............................. $ 4,942 $ 3,634 $ 4,783
Accounts receivable
Trade, less allowance for doubtful accounts of
$23,666 in 1994 and $19,006 in 1995 and 1996
(Notes 2 and 3)................................... 2,964,018 2,667,734 3,309,232
Inventory (Note 3)..................................... 2,772,322 3,430,753 4,949,179
Account receivable shareholder......................... -- 10,000 174,279
Other current assets................................... 66,978 122,464 124,195
---------- ---------- ----------
TOTAL CURRENT ASSETS........................... 5,808,260 6,234,585 8,561,668
---------- ---------- ----------
PROPERTY AND EQUIPMENT
Furniture and office equipment......................... 193,332 223,268 733,561
Machinery and equipment................................ 531,447 678,208 80,561
Vehicles............................................... 42,416 77,429 261,541
Leasehold improvements................................. 18,444 -- --
Less accumulated depreciation.......................... (554,812) (623,188) (713,188)
---------- ---------- ----------
230,827 355,717 362,475
---------- ---------- ----------
OTHER ASSETS................................... 75,086 55,999 36,665
---------- ---------- ----------
TOTAL ASSETS................................... $6,114,173 $6,646,301 $8,960,808
========== ========== ==========
LIABILITIES AND SHAREHOLDER'S EQUITY
CURRENT LIABILITIES
Line of credit (Note 3)................................ $1,722,000 $2,078,000 $3,491,000
Current portion of long-term debt (Note 4)............. 14,834 11,520 11,520
Accounts payable
Trade............................................... 2,164,836 1,782,525 2,634,120
Accrued expenses....................................... 453,776 406,762 237,702
Reserve for shareholder distribution for taxes......... -- -- 21,772
---------- ---------- ----------
TOTAL CURRENT LIABILITIES...................... 4,355,446 4,278,807 6,396,114
---------- ---------- ----------
LONG-TERM DEBT (Note 4).................................. 26,116 14,596 2,125
---------- ---------- ----------
SHAREHOLDER'S EQUITY
Common stock, $1 par value, 500,000 shares authorized,
1,000 shares issued and outstanding.................... 1,000 1,000 1,000
Additional paid-in capital............................... 90,000 90,000 90,000
Retained earnings........................................ 1,641,611 2,261,898 2,471,569
---------- ---------- ----------
TOTAL SHAREHOLDER'S EQUITY..................... 1,732,611 2,352,898 2,562,569
---------- ---------- ----------
TOTAL LIABILITIES AND
SHAREHOLDER'S EQUITY......................... $6,114,173 $6,646,301 $8,960,808
========== ========== ==========
</TABLE>

The accompanying Notes to Financial Statements are an integral part of these
statements.

F-15
<PAGE> 89

WIRE & CABLE SPECIALTIES CORPORATION

STATEMENTS OF INCOME

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
------------------------------------- ------------------------
1993 1994 1995 1995 1996
----------- ----------- ----------- ----------- -----------
UNAUDITED
<S> <C> <C> <C> <C> <C>
SALES..................................... $11,023,490 $20,241,965 $24,511,091 $18,837,088 $19,239,679
----------- ----------- ----------- ----------- -----------
OPERATING COSTS AND EXPENSES
Cost of products sold................... 8,083,533 15,305,308 18,877,741 14,481,980 14,893,872
Operating expenses...................... 2,532,750 3,859,369 4,242,762 3,409,641 3,354,231
----------- ----------- ----------- ----------- -----------
TOTAL OPERATING COSTS AND
EXPENSES....................... 10,616,283 19,164,677 23,120,503 17,891,621 18,248,103
----------- ----------- ----------- ----------- -----------
INCOME FROM OPERATIONS.................... 407,207 1,077,288 1,390,588 945,467 991,576
----------- ----------- ----------- ----------- -----------
OTHER INCOME (EXPENSE)
Interest expense........................ (71,719) (171,909) (187,382) (137,591) (182,244)
Other income (loss)..................... 7,570 5,524 3,990 -- (30,045)
Gain (loss) from sale of assets......... 10,085 2,624 (4,503) (4,503) --
----------- ----------- ----------- ----------- -----------
TOTAL OTHER INCOME (EXPENSE).............. (54,064) (163,761) (187,895) (142,094) (212,289)
----------- ----------- ----------- ----------- -----------
NET INCOME BEFORE PRO FORMA INCOME TAXES
OF
S CORPORATION........................... $ 353,143 $ 913,527 $ 1,202,693 $ 803,373 $ 779,287
=========== =========== =========== =========== ===========
</TABLE>

ADDITIONAL S CORPORATION DISCLOSURE

<TABLE>
<S> <C> <C> <C> <C> <C>
PRO FORMA INCOME TAXES (COMPUTED AT 38% OF
S CORPORATION INCOME)................... $ 134,194 $ 347,140 $ 457,023 $ 305,281 $ 296,129
NET INCOME AFTER PRO FORMA INCOME TAXES... $ 218,949 $ 566,387 $ 745,670 $ 498,092 $ 483,159
=========== =========== =========== =========== ===========
EARNINGS PER COMMON SHARE LESS PRO FORMA
INCOME TAXES OF
S CORPORATION........................... $ 218.95 $ 566.39 $ 745.67 $ 498.09 $ 483.16
=========== =========== =========== =========== ===========
</TABLE>

The accompanying Notes to Financial Statements are an integral part of these
statements.

F-16
<PAGE> 90

WIRE & CABLE SPECIALTIES CORPORATION

STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL TOTAL
--------------- PAID-IN RETAINED SHAREHOLDER'S
SHARES AMOUNT CAPITAL EARNINGS EQUITY
------ ------ --------- ---------- -------------
<S> <C> <C> <C> <C> <C>
BALANCE, January 1, 1993.................... 1,000 $1,000 $ 90,000 $1,159,982 $ 1,250,982
Net income................................ 353,143 353,143
Distributions............................. (191,424) (191,424)
----- ------ -------- ---------- -----------
BALANCE, December 31, 1993.................. 1,000 1,000 90,000 1,321,701 1,412,701
Net income................................ 913,527 913,527
Distributions............................. (593,617) (593,617)
----- ------ -------- ---------- -----------
BALANCE, December 31, 1994.................. 1,000 1,000 90,000 1,641,611 1,732,611
Net income................................ 1,202,693 1,202,693
Distributions............................. (582,406) (582,406)
----- ------ -------- ---------- -----------
BALANCE, December 31, 1995.................. 1,000 1,000 90,000 2,261,898 2,352,898
Net income (unaudited).................... 779,288 779,288
Distributions (unaudited)................. (569,617) (569,617)
----- ------ -------- ---------- -----------
BALANCE, September 30, 1996 (unaudited)..... 1,000 $1,000 $ 90,000 $2,471,569 $ 2,562,569
===== ====== ======== ========== ===========
</TABLE>

The accompanying Notes to Financial Statements are an integral part of these
statements.

F-17
<PAGE> 91

WIRE & CABLE SPECIALTIES CORPORATION

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED DECEMBER 31, ENDED SEPTEMBER 30,
------------------------------------ ------------------------
1993 1994 1995 1995 1996
--------- ---------- --------- ---------- ----------
UNAUDITED
<S> <C> <C> <C> <C> <C>
RECONCILIATION OF NET INCOME TO NET CASH
PROVIDED BY (USED IN) OPERATING
ACTIVITIES
Net income......................... $ 353,143 $ 913,527 $1,202,693 $ 803,373 $ 779,288
Gain (loss) on sale of assets...... (10,085) (2,624) 4,503 4,503 --
Adjustments to reconcile net income to
net cash provided by (used in)
operating activities
Depreciation and amortization...... 96,068 141,673 110,084 112,500 90,000
Accounts receivable................ (560,320) (1,302,121) 296,284 (184,586) (641,498)
Inventory.......................... (484,627) (1,072,697) (658,431) (1,043,812) (1,518,426)
Other current assets............... (42,819) 434 (68,102) (35,095) (166,010)
Accounts payable................... 24,987 1,345,913 (382,311) 810,258 851,595
Accrued expenses................... 47,923 332,080 (47,014) (142,237) (147,288)
--------- ----------- ---------- ----------- -----------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES........ (575,730) 356,185 457,706 324,904 (752,339)
--------- ----------- ---------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and
equipment.......................... (103,157) (143,227) (252,812) (90,503) (96,758)
Other assets.......................... (10,478) (44,583) 19,087 19,745 19,334
Proceeds from sale or exchange of
assets............................. 17,585 13,250 15,951 15,951 --
--------- ----------- ---------- ---------- -----------
NET CASH USED IN INVESTING
ACTIVITIES.................. (96,050) (174,560) (217,774) 54,807 (77,424)
--------- ----------- ---------- ---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from line of credit, net of
repayments......................... 880,000 403,000 356,000 181,000 1,413,000
Proceeds from long-term debt.......... 52,523 -- -- -- --
Payments on long-term debt............ (37,239) (18,521) (14,834) (9,117) (12,471)
Dividends paid........................ (191,424) (593,619) (582,406) (436,649) (569,617)
--------- ----------- ---------- ---------- -----------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES........ 703,860 (209,140) (241,240) (264,766) (830,912)
--------- ----------- ---------- ---------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS........................... 32,080 (27,515) (1,308) 5,331 1,149
CASH AND CASH EQUIVALENTS, BEGINNING OF
PERIOD................................ 377 32,457 4,942 4,942 3,634
--------- ----------- ---------- ---------- -----------
CASH AND CASH EQUIVALENTS, END OF
PERIOD................................ $ 32,457 $ 4,942 $ 3,634 $ 10,273 $ 4,783
========= =========== ========== ========== ===========
</TABLE>

The accompanying Notes to Financial Statements are an integral part of these
statements.

F-18
<PAGE> 92

WIRE & CABLE SPECIALTIES CORPORATION

NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS. Wire & Cable Specialties Corporation ("Wire &
Cable") was incorporated on November 11, 1979, as a New Jersey corporation and
has subsequently been reincorporated in the State of Georgia. Its operations
consist primarily of supplying wire and cable to electrical and electronic
wholesale distributors. Wire & Cable has six distribution facilities at the
following locations: Atlanta, Georgia; Salem, New Hampshire; Elgin, Illinois;
Baton Rouge, Louisiana; Livermore, California; and Denver, Colorado.

The significant accounting policies followed by Wire & Cable are as
follows:

CASH AND CASH EQUIVALENTS. Wire & Cable considers cash on deposit and
investments with original maturities of three months or less to be cash
equivalents.

INVENTORY VALUATION. Inventory is stated at the lower of cost or market.
Cost has been determined on the average cost basis.

DEPRECIATION AND AMORTIZATION. The straight-line and declining-balance
methods are used for computing depreciation on substantially all property and
equipment. Depreciation is based on estimated useful lives as follows: furniture
and fixtures, 5-7 years; machinery and equipment, 5 years; vehicles, 5 years.

INCOME TAXES. Wire & Cable has elected S corporation status under the
provisions of the Internal Revenue Code. Accordingly, the shareholder is
responsible for paying income taxes on Wire & Cable's income. Therefore, there
is no provision for income taxes in the financial statements. Wire & Cable's
policy is to pay dividends to its shareholder for the payment of income taxes on
corporate income.

ESTIMATES. The preparation of financial statements in conformity with
generally accepted accounting principles requires the use of estimates based on
management's knowledge and experience. Due to their prospective nature, actual
results could differ from those estimates.

INTERIM FINANCIAL INFORMATION. The unaudited financial statements for the
nine months ended September 30, 1995 and 1996 are presented for comparative
purposes only and have been prepared on a basis substantially consistent with
that of the audited financial statements included herein. In the opinion of
management, such unaudited financial statements include all adjustments, which
are of a normal and recurring nature, considered necessary for a fair
presentation.

2. ACCOUNTS RECEIVABLE

Accounts receivable consist of receivables from customers arising in the
ordinary course of business. The reserve for bad debts is based on management's
estimate. Wire & Cable performs ongoing credit evaluations of its customers'
financial condition and generally requires no collateral from its customers.
Financial instruments that potentially subject Wire & Cable to concentrations of
credit risk consist principally of trade accounts receivables. Concentration of
credit risk with respect to trade receivables is limited due to the large number
of customers comprising Wire & Cable's customer base and their dispersion across
different industries and geographic areas.

3. LINE OF CREDIT

Wire & Cable has a $4.5 million revolving line of credit with a bank.
Interest accrues on the unpaid principal portion at the bank prime rate. Under
the terms of the note, Wire & Cable may elect at the end of each interest period
to convert to 1-month LIBOR rate plus 2.5% or remain at the bank prime rate. The
line of credit is secured by Wire & Cable's accounts receivable, inventory, and
the personal guarantees of the shareholder and an officer of Wire & Cable. The
bank is assigned a $2.0 million insurance policy on the life of the shareholder.
In accordance with the terms of the line of credit agreement, shareholder
distributions are limited to amounts required to cover income taxes resulting
from the election of S corporation status, plus an

F-19
<PAGE> 93

WIRE & CABLE SPECIALTIES CORPORATION

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

additional $300,000 in 1996 ($75,000 in 1995) to cover the shareholder's life
insurance premiums, property taxes and other living expenses. The line of credit
expires May 5, 1997, and is renewable annually at the bank's discretion. The
LIBOR rate as of December 31, 1995 and September 30, 1996 was 5.9375% and
5.43359%, respectively.

During 1995, Wire & Cable entered into an interest rate swap agreement with
a commercial bank to reduce the impact of changes in interest rates on its
floating rate line of credit. This agreement effectively changes Wire & Cable's
interest rate exposure on $1.0 million of its floating rate debt due May 5,
1996, to a fixed 9.15% rate. The interest swap agreement matures on May 5, 1997.
Wire & Cable is exposed to credit loss in the event of nonperformance by the
other party to the interest rate swap agreement. However, Wire & Cable does not
anticipate nonperformance by the counterparty.

4. LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------- SEPTEMBER 30,
1994 1995 1996
-------- -------- ------------
<S> <C> <C> <C>
13.21% installment note payable; originated in March 1993,
with 60 monthly payments of $1,201 including principal
and interest. Secured by equipment....................... $ 36,329 $ 26,116 $ 13,645
16.29% installment note payable; originated in August 1990,
with monthly payments of $297 including principal and
interest. Secured by equipment........................... 2,499 -- --
12.8% installment note payable; originated in July 1990,
with 60 monthly payments of $367 including principal and
interest. Secured by machinery........................... 2,122 -- --
-------- -------- --------
Subtotal................................................. 40,950 26,116 13,645
-------- -------- --------
Less current portion..................................... (14,834) (11,520) (11,520)
-------- -------- --------
Noncurrent portion....................................... $ 26,116 $ 14,596 $ 2,125
======== ======== ========
</TABLE>

Maturities of long-term debt are summarized as follows:

<TABLE>
<S> <C>
Year ending December 31:
1996........................ $ 11,520
1997........................ 13,409
1998........................ 1,187
--------
Total maturities................. $ 26,116
========
</TABLE>

F-20
<PAGE> 94

WIRE & CABLE SPECIALTIES CORPORATION

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

5. OPERATING LEASE COMMITMENTS

Wire & Cable leases office facilities and equipment under noncancellable
operating leases. Total rent expense on Wire & Cable's office facilities and
equipment totaled $253,858, $383,059, and $393,650 for the years ended December
31, 1993, 1994 and 1995, respectively. Minimum rental commitments for all
operating leases are as follows:

<TABLE>
<S> <C>
Year ending December 31:
1996......................... $ 332,276
1997......................... 247,282
1998......................... 241,335
1999......................... 231,591
2000......................... 236,790
----------
Total............................. $1,289,274
==========
</TABLE>

6. EMPLOYEE BENEFIT PLAN

Effective January 1, 1989, Wire & Cable established a profit sharing plan
for the benefit of all eligible employees. Contributions by Wire & Cable are
determined annually at the discretion of the Board of Directors, but may not
exceed the maximum allowable deduction permitted under the Internal Revenue Code
at the time of the contribution. Participants may voluntarily contribute to the
plan up to 15% of their compensation subject to limitations as defined in the
plan. Wire & Cable matches the employees' contributions up to a maximum of 4% of
their compensation. Wire & Cable made contributions of $60,000, $74,247, and
$120,683 to the profit sharing plan for the years ended December 31, 1993, 1994
and 1995, respectively.

7. MAJOR CUSTOMERS

Only one customer provides 10% or more of Wire & Cable's sales. During
1993, 1994 and 1995, Wire & Cable had sales of $1,635,423, $3,170,171 and
$4,120,879, respectively, to that customer which represented approximately 15%,
16% and 17%, respectively, of Wire & Cable's total sales.

F-21
<PAGE> 95

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

---------------------

APPENDICES

PROXY

PART II: INFORMATION NOT REQUIRED

IN PROSPECTUS

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

---------------------

KENT ELECTRONICS CORPORATION
7433 HARWIN DRIVE
HOUSTON, TEXAS 77036

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APPENDIX I

MERGER AGREEMENT

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<PAGE> 97

REORGANIZATION AGREEMENT

AMONG

KENT ELECTRONICS CORPORATION
(A TEXAS CORPORATION),

FUTRONIX ACQUISITION COMPANY
(A TEXAS CORPORATION),

FUTRONIX CORPORATION
(A TEXAS CORPORATION),

WIRE & CABLE SPECIALTIES CORPORATION
(A GEORGIA CORPORATION),

AND

CERTAIN SHAREHOLDERS AND AFFILIATES OF FUTRONIX CORPORATION
AND WIRE & CABLE SPECIALTIES CORPORATION

DATED

SEPTEMBER 25, 1996
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TABLE OF CONTENTS

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Section Page
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1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

2. Plan of Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.1 Surviving Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.2 Effective Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.3 Effects of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.4 Name of the Surviving Corporation; Certificate of Incorporation and Bylaws . . . . . . . . . . . . . . 8
2.5 Directors and Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.6 Conversion of Futronix Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.7 Conversion of W&C Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.8 Acquisition Company Capital Stock Not Converted . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.9 Approval by Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.10 Merger Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.11 Dissenting Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.12 Exchange of Converted Shares and Futronix Warrants . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.13 No Further Transfer of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

3. Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.1 Location, Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.2 Deliveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

4. Representations and Warranties of Futronix. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.1 Corporate Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.2 Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
4.3 Consents and Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
4.4 Capitalization and Stock Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
4.5 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
4.6 Title to Assets and Related Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
4.7 Real Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
4.8 Certain Personal Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
4.9 Non-Real Estate Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4.10 Accounts Receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4.11 Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4.12 Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4.13 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4.14 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4.15 Legal Proceedings and Compliance with Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4.16 Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
4.17 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
4.18 Intellectual Property and Confidential Information . . . . . . . . . . . . . . . . . . . . . . . . . 17
4.19 Employee Relations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
4.20 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
4.21 Corporate Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
4.22 Absence of Certain Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
4.23 Previous Sales; Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
4.24 Customers and Suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
4.25 Finder's Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
4.26 Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
4.27 Accuracy of Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
4.28 Previous Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
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4.29 Section 368 Representations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

5. Representations and Warranties of W&C. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
5.1 Corporate Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
5.2 Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
5.3 Consents and Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
5.4 Capitalization and Stock Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
5.5 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
5.6 Title to Assets and Related Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
5.7 Real Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
5.8 Certain Personal Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
5.9 Non-Real Estate Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
5.10 Accounts Receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
5.11 Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
5.12 Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
5.13 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
5.14 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
5.15 Legal Proceedings and Compliance with Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
5.16 Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
5.17 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
5.18 Intellectual Property and Confidential Information . . . . . . . . . . . . . . . . . . . . . . . . . 26
5.19 Employee Relations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
5.20 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
5.21 Corporate Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
5.22 Absence of Certain Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
5.23 Previous Sales; Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
5.24 Customers and Suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
5.25 Finder's Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
5.26 Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
5.27 Accuracy of Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
5.28 Previous Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
5.29 Section 368 Representations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

6. Representations and Warranties of the Company and the Acquisition Company . . . . . . . . . . . . . . . . . 30
6.1 Corporate Status. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
6.2 Authorization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
6.3 Financial Reports. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
6.4 Capitalization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
6.5 Consent and Approvals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
6.6 Accuracy of Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
6.7 Absence of Material Adverse Change. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
6.8 No Undisclosed Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
6.9 Section 368 Representations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

7. Representations and Warranties of Bruno and the Futronix Shareholder Parties . . . . . . . . . . . . . . . . 32
7.1 Authorization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
7.2 Consents and Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
7.3 Stock Ownership. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
7.4 Finder's Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
7.5 Previous Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
7.6 Section 368 Representations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
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7.7 Transfer Restrictions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

8. Covenants Related to the Registration of Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
8.1 Registration Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
8.2 HSR Act Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
8.3 New York Stock Exchange. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
8.4 Escrow of Closing Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
8.5 S-8 Registration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

9. Covenants of Futronix and the Futronix Shareholder Parties. . . . . . . . . . . . . . . . . . . . . . . . . 36
9.1 Fulfillment of Closing Conditions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
9.2 Conduct of the Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
9.3 Access to Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
9.4 No Solicitation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
9.5 Futronix Special Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
9.6 Rule 145 Affiliates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
9.7 Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
9.8 Related Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
9.9 Termination of Futronix Shareholders Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
9.10 Pooling Accounting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
9.11 Amendment of Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

10. Covenants of W&C and Bruno. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
10.1 Fulfillment of Closing Conditions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
10.2 Conduct of the Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
10.3 Access to Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
10.4 No Solicitation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
10.5 Rule 145 Affiliates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
10.6 Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
10.7 Related Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
10.8 Pooling Accounting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
10.9 New Bruno Options. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

11. Covenants of the Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
11.1 Value Appreciation Bonus. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
11.2 Employment Agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
11.3 Stock Options. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
11.4 Debt Repayment; Release of Indebtedness Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . 40
11.5 Continuation of Certain Employment Arrangements after Merger. . . . . . . . . . . . . . . . . . . . 40
11.6 Board of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
11.7 Status as Executive Officers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

12. Payment of Subchapter S Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
12.1 1996 Tax Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
12.2 1996 Income Distributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
12.3 Subchapter S Income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
12.4 Tax Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
12.5 Final Payment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
12.6 Prior Periods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
12.7 Reimbursement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
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13. Conditions Precedent to Obligations of All Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
13.1 Legality. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
13.2 Registration Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
13.3 New York Stock Exchange. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
13.4 Tax Opinion. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
13.5 Approval by Shareholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

14. Conditions Precedent to Obligations of the Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
14.1 Representations and Warranties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
14.2 Agreements, Conditions and Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
14.3 Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
14.4 Required Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
14.5 Ancillary Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
14.6 Release of Claims. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
14.7 Pooling. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
14.8 Dissenting Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
14.9 Amendment of Lease. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

15. Conditions Precedent to Obligations of Futronix, the Futronix Shareholder Parties, W&C and Bruno . . . . . . 44
15.1 Representationsuand Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
15.2 Agreements, Conditions and Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
15.3 Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
15.4 Ancillary Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

16. Non-Competition/Non-Solicitation Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

17. Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
17.1 Grounds for Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
17.2 Effect of Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

18. Survival of Representations, Warranties and Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

19. Public Announcements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

20. Contents of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

21. Amendment, Parties in Interest, Assignment, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

22. Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

23. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

24. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

25. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

26. Termination of Prior Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
</TABLE>

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REORGANIZATION AGREEMENT

THIS REORGANIZATION AGREEMENT is made as of September 25, 1996 by and
among Kent Electronics Corporation, a Texas corporation (the "Company"),
Futronix Acquisition Company, a Texas corporation (the "Acquisition Company"),
Futronix Corporation, a Texas corporation ("Futronix"), Wire & Cable
Specialties Corporation, a Georgia corporation ("W&C"), Terrence M. Hunt, a
Texas resident ("Hunt"), Theodore J. Bruno, a Georgia resident ("Bruno"), Paul
R. Monahan, a Georgia resident ("Monahan"), and the other signatories to this
Agreement (together with Hunt, the "Futronix Shareholder Parties" and, together
with all other Persons who have executed and delivered a signature page to this
Agreement, the "Parties"). Certain other terms are used herein as defined
below in Section 1 or elsewhere in this Agreement.

Background

This Agreement sets forth the terms and conditions under which
Futronix and W&C will merge with and into the Acquisition Company (the
"Merger").

The Parties intend that, upon completion of the Transactions (defined
below), (a) the Acquisition Company will be a wholly-owned subsidiary of the
Company, (b) for federal income tax purposes, the Merger shall constitute a
tax-free reorganization under Section 368 of the Internal Revenue Code of 1986,
as amended (the "Code"), and (c) for accounting purposes, the Merger will be
accounted for as a pooling of interests under United States generally accepted
accounting principles ("GAAP").

Witnesseth

NOW, THEREFORE, in consideration of the respective covenants contained
herein and intending to be legally bound hereby, the Parties hereto agree as
follows:

1. Definitions.

For convenience, certain terms used in more than one part of this
Agreement are listed in alphabetical order and defined or referred to below
(such terms as well as any other terms defined elsewhere in this Agreement
shall be equally applicable to both the singular and plural forms of the terms
defined).

"Accounts Receivable" mean as of any date any trade accounts
receivable, notes receivable, bid or performance deposits, employee advances
and other miscellaneous receivables included in the Assets of Futronix or W&C,
as indicated by the context in which used.

"Acquisition Company" is defined above in the preamble.

"Acquisition Proposal" is defined in Section 9.4.

"Affiliates" means, with respect to a particular Party, Persons or
entities controlling, controlled by or under common control with that Party, as
well as any officers, directors and majority-owned entities of that Party and
of its other Affiliates. For the purposes of the foregoing, ownership,
directly or indirectly, of 20% or more of the voting stock or other equity
interest shall be deemed to constitute control.

"Agreement" means this Agreement and the Exhibits and Disclosure
Schedules hereto.

"Amendment" is defined in Section 2.9(d).

"Articles of Merger" is defined in Section 2.2.
<PAGE> 103
"Assets" means with respect to a particular Party all of the assets,
properties, goodwill and rights of every kind and description, real and
personal, tangible and intangible, wherever situated and whether or not
reflected in such Party's most recent Financial Statements, that are owned or
possessed by such Party.

"Balance Sheet Date" is defined in Section 4.5.

"Benefit Plan" means: (i) as to employees employed in the US, any (y)
"employee benefit plan" as defined in Section 3(3) of ERISA, and (z)
supplemental retirement, bonus, deferred compensation, severance, incentive
plan, program or arrangement or other employee fringe benefit plan, program or
arrangement; and (ii) as to employees employed outside the US, all employee
benefit, health, welfare, supplemental unemployment benefit, bonus, pension,
profit sharing, deferred compensation, stock compensation, stock purchase,
retirement, hospitalization insurance, medical, dental, legal, disability and
similar plans or arrangements or practices.

"Bruno" is defined above in the preamble.

"Bruno Note" is defined in Section 12.2.

"Business" means with respect to a particular Party its entire
business, operations and facilities.

"Certificates" is defined in Section 2.12(a).

"Charter Documents" means an entity's certificate or articles of
incorporation, certificate defining the rights and preferences of securities,
articles of organization, general or limited partnership agreement, certificate
of limited partnership, joint venture agreement or similar document governing
the entity.

"Closing" is defined in Section 3.1.

"Closing Common Shares" means the shares of Company Common Stock to be
issued to Bruno and the Futronix Shareholders pursuant to the Merger.

"Closing Date" is defined in Section 3.1.

"Code" is defined above in the Background.

"Combined Target" is defined in Section 13.1.

"Company" is defined above in the preamble.

"Company Business" means the Business of the Company.

"Company Common Stock" means the common stock, no par value, of the
Company.

"Company Securities" means the Company Common Stock and the Company
Warrants.

"Company Preferred Stock" means the preferred stock, par value $1.00
per share, of the Company.

"Company Special Meeting" is defined in Section 2.9(d).

"Company Warrants" means warrants to purchase Company Common Stock.
After the Effective Time, the certificates evidencing the Futronix Warrants
shall evidence the Company Warrants.

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<PAGE> 104
"Confidential Information" means any confidential information or trade
secrets of Futronix or W&C, as indicated by the context in which used,
including personnel information, know-how and other technical information,
customer lists, customer information and supplier information.

"Contract" means any written or oral contract, agreement, lease,
instrument, or other commitment that is binding on any person or its property
under applicable law.

"Converted Shares" is defined in Section 2.6(a).

"Copyrights" means registered copyrights, copyright applications and
unregistered copyrights.

"Corporate Party" is defined in Section 8.1(a).

"Court Order" means any judgment, decree, injunction, order or ruling
of any federal, state, local or foreign court or governmental or regulatory
body or authority that is binding on any person or its property under
applicable law.

"Deal Expenses" means out-of-pocket expenses incurred in connection
with the Transactions and the previous agreements to merge Futronix and W&C and
to participate in an initial public offering pursuant to the Old Reorganization
Agreement including reimbursement of expenses and payment of a reasonable
termination fee to the proposed managing underwriters.

"Default" means (a) a breach, default or violation, (b) the occurrence
of an event that with or without the passage of time or the giving of notice,
or both, would constitute a breach, default or violation or (c) with respect to
any Contract, the occurrence of an event that with or without the passage of
time or the giving of notice, or both, would give rise to a right of
termination, renegotiation or acceleration or a right to receive damages or a
payment of penalties.

"Disclosure Schedules" means the Futronix Disclosure Schedule and the
W&C Disclosure Schedule.

"Dissenting Shares" is defined in Section 2.11.

"Effective Time" is defined in Section 2.2.

"Employee Options" is defined in Section 11.3.

"Employment Agreements" is defined in Section 11.2.

"Encumbrances" means any lien, mortgage, security interest, pledge,
restriction on transferability, defect of title or other claim, charge or
encumbrance of any nature whatsoever on any property or property interest.

"Environmental Law" means all Laws and Court Orders relating to
Hazardous Substances, pollution or protection of the environment as well as any
principles of common law under which a Party may be held liable for the release
or discharge of any materials into the environment.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Futronix Assets" means the Assets of Futronix.

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<PAGE> 105
"Futronix Balance Sheet" is defined in Section 4.5.

"Futronix Business" means the Business of Futronix.

"Futronix Class A Common Stock" means the Class A common stock, par
value $.01 per share, of Futronix.

"Futronix Class B Common Stock" means the Class B common stock, par
value $.01 per share, of Futronix.

"Futronix Class C Common Stock" means the Class C common stock, par
value $.01 per share, of Futronix.

"Futronix Common Stock" means the Futronix Class A Common Stock, the
Futronix Class B Common Stock and the Futronix Class C Common Stock.

"Futronix Convertible Preferred Stock" means the convertible preferred
stock, par value $1.00 per share, of Futronix.

"Futronix Disclosure Schedule" means the Disclosure Schedule
containing information relating to Futronix pursuant to Section 4 and other
provisions hereof that has been provided to the other Parties on the date
hereof.

"Futronix Environmental Condition" is defined in Section 4.15(b).

"Futronix Financial Statements" is defined in Section 4.5.

"Futronix's knowledge" or "knowledge of Futronix" means the actual
knowledge of any director or officer of Futronix.

"Futronix Nonconvertible Preferred Stock" means the preferred stock,
par value $1.00 per share, of Futronix.

"Futronix Non-Real Estate Leases" is defined in Section 4.9.

"Futronix Preferred Stock" means the Futronix Convertible Preferred
Stock and the Futronix Nonconvertible Preferred Stock.

"Futronix Real Estate Leases" is defined in Section 4.7.

"Futronix Real Property" is defined in Section 4.7.

"Futronix Required Consents" is defined in Section 4.3.

"Futronix Securities" means the Futronix Common Stock, the Futronix
Convertible Preferred Stock, the Futronix Nonconvertible Preferred Stock and
the Futronix Warrants.

"Futronix Shareholders Agreement" means the Futronix Shareholders
Agreement among Futronix and the Futronix Shareholders, dated as of January 1,
1994, as amended.

"Futronix Special Meeting" is defined in Section 2.9(a).

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<PAGE> 106

"Futronix Shareholder" means an owner of any Futronix Securities.

"Futronix Shareholder Party" is defined above in the preamble.

"Futronix Systems S-1" is defined in Section 4.28.

"Futronix Warrants" means any warrants to purchase Futronix Common
Stock that are outstanding and exercisable immediately prior to the Closing.

"GAAP" is defined above in the Background.

"GBCC" means the Georgia Business Corporation Code, as amended.

"Governmental Permits" means all governmental permits, licenses,
registrations, certificates of occupancy, approvals and other governmental
authorizations.

"Hazardous Substances" means any gaseous, liquid or solid material or
waste that may or could pose a hazard to the environment or human health or
safety including (i) any "hazardous substances" as defined by the federal
Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.
Sections 9601 et seq., (ii) any "extremely hazardous substance," "hazardous
chemical," or "toxic chemical" as those terms are defined by the federal
Emergency Planning and Community Right-to-Know Act, 42 U.S.C. Sections 11001
et seq., (iii) any "hazardous waste," as defined under the federal Solid Waste
Disposal Act, as amended by the Resource Conservation and Recovery Act, 42
U.S.C. Sections 6901 et seq., (iv) any "pollutant," as defined under the
federal Water Pollution Control Act, 33 U.S.C. Sections 1251 et seq., and (v)
any regulated substance or waste under any Laws or Court Orders that currently
exist concerning protection of the environment.

"Holder" is defined in Section 2.12(a).

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.

"Hunt" is defined above in the preamble.

"Immaterial Lease" is defined in Section 4.9.

"Intellectual Property" means any Copyrights, Patents, Trademarks,
technology rights and licenses, trade secrets, franchises, know-how, inventions
and other intellectual property.

"Inventory" means all inventory, including raw materials, supplies,
work in process and finished goods.

"Joint Proxy Statement" is defined in Section 8.1(a).

"Law" means any statute, law, ordinance, regulation, order or rule of
any federal, state, local, foreign or other governmental agency or body or of
any other type of regulatory body, including those covering environmental,
energy, safety, health, transportation, bribery, recordkeeping, zoning,
antidiscrimination, antitrust, wage and hour, and price and wage control
matters.

"Lease Amendment" is defined in Section 9.11.

"Liability" means any direct or indirect liability, indebtedness,
obligation, expense, claim, loss, damage, deficiency, guaranty or endorsement
of or by any person, absolute or contingent, accrued or unaccrued, due or to
become due, liquidated or unliquidated.

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<PAGE> 107

"Litigation" means any lawsuit, action, arbitration, administrative or
other proceeding, criminal prosecution or governmental investigation or
inquiry.

"Material Adverse Effect" means a material adverse effect on the
Company Business, the Futronix Business or on the W&C Business, as indicated by
the context in which used, including the Assets, financial condition, results
of operations, liquidity, products, competitive position, suppliers, supplier
relations, customers and customer relations thereof.

"Merger" is defined above in the Background.

"Merger Consideration" is defined in Section 2.6.

"Minor Contract" means any Contract under which the executory
obligation of a party involves an amount of less than $10,000.

"Monahan" means Paul R. Monahan, a Georgia resident.

"Monahan Agreement" means the agreement being entered into on the date
hereof among Monahan and the Corporate Parties.

"New York Stock Exchange" means the New York Stock Exchange, Inc.

"Old Reorganization Agreement" is defined in Section 26.

"Option Agreement" is defined in Section 10.9.

"Ordinary course" or "ordinary course of business" means the ordinary
course of business that is consistent with past practices.

"Party" is defined above in the preamble.

"Patents" means all patents and patent applications.

"PBGC" is defined in Section 4.20(e).

"Person" means any natural person, corporation, partnership, limited
liability company, proprietorship, association, trust or other legal entity.

"Plan of Merger" is the plan of merger set forth in Section 2.

"Prime Rate" means the prime lending rate as announced from time to
time in The Wall Street Journal.

"Registration Statement" is defined in Section 8.1(a).

"Representative" is defined in Section 9.3.

"Scott" means Joan Scott, a Georgia resident.

"SEC" means the Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended.

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<PAGE> 108

"Securities Act Affiliates" is defined in Section 9.6.

"Securityholder Documents" is defined in Section 2.12.

"Surviving Corporation" is defined in Section 2.1.

"Taxes" means all taxes, duties, charges, fees, levies or other
assessments imposed by any taxing authority including, without limitation,
income, gross receipts, value-added, excise, withholding, personal property,
real estate, sale, use, ad valorem, license, lease, service, severance, stamp,
transfer, payroll, employment, customs, duties, alternative, add-on minimum,
estimated and franchise taxes (including any interest, penalties or additions
attributable to or imposed on or with respect to any such assessment).

"TBCA" means the Texas Business Corporation Act, as amended.

"Termination Date" is defined in Section 17.1.

"Trademarks" means registered trademarks, registered service marks,
trademark and service mark applications and unregistered trademarks and service
marks.

"Transaction Documents" means this Agreement, the Articles of Merger,
the Employment Agreements, the Monahan Agreement, and the Lease Amendment.

"Transactions" means the Merger and the other transactions
contemplated by the Transaction Documents.

"US" means the United States of America.

"Value Appreciation Bonus" means the bonus payable to Monahan pursuant
to Sections 3 and 4 of the Monahan Agreement.

"W&C Assets" means the Assets of W&C.

"W&C Balance Sheet" is defined in Section 5.5.

"W&C Business" means the Business of W&C.

"W&C Common Stock" means the common stock, par value $1.00 per share,
of W&C.

"W&C Consent" is defined in Section 2.9(b).

"W&C Disclosure Schedule" means the Disclosure Schedule containing
information relating to W&C pursuant to Section 5 that has been provided to the
other Parties on the date hereof.

"W&C Environmental Condition" is defined in Section 5.15(b).

"W&C Financial Statements" is defined in Section 5.5.

"W&C Individual" means any of Bruno, Monahan or Scott.

"W&C's knowledge" or "knowledge of W&C" means the actual knowledge of
any director or officer of W&C.

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<PAGE> 109

"W&C Non-Real Estate Leases" is defined in Section 5.9.

"W&C Options" means the options granted by Bruno to Monahan and Scott
to purchase a portion of the W&C Common Stock owned by Bruno.

"W&C Real Estate Leases" is defined in Section 5.7.

"W&C Real Property" is defined in Section 5.7.

"W&C Required Consents" is defined in Section 5.3.

"Welfare Plan" is defined in Section 4.20(g).

2. Plan of Merger.

2.1 Surviving Corporation. Upon the terms and subject to the
conditions hereof, and in accordance with the relevant provisions of the TBCA
and the GBCC, Futronix and W&C shall be merged with and into the Acquisition
Company in accordance with the Plan of Merger set forth in this Section 2 as
soon as practicable, but in any event within three business days following the
satisfaction or waiver of the conditions set forth in Sections 13, 14 and 15.
Following the Merger, the Acquisition Company shall continue as the surviving
corporation (the "Surviving Corporation") and shall continue its existence
under the laws of the State of Texas, and the separate corporate existence of
Futronix and W&C shall cease.

2.2 Effective Time. The Merger shall be consummated by filing
with the Secretary of State of the State of Georgia and with the Secretary of
State of the State of Texas articles of merger (the "Articles of Merger") that
set forth the Plan of Merger and are otherwise in such form as may be required
under, and are executed in accordance with, the relevant provisions of the TBCA
and the GBCC. The Merger shall be effective at the time of such filing in the
State of Georgia and as of the issuance of a certificate of merger by the
Secretary of State of the State of Texas, the later of which times is referred
to herein as the "Effective Time."

2.3 Effects of the Merger. The Merger shall have the effects set
forth in Section 5.06 of the TBCA and in Section 14-2-1106 of the GBCC.

2.4 Name of the Surviving Corporation; Certificate of
Incorporation and Bylaws. At the Effective Time, the name of the Surviving
Corporation shall be changed to "Futronix Corporation." The Articles of
Incorporation of the Acquisition Company shall be the Articles of Incorporation
of the Surviving Corporation. The Bylaws of the Acquisition Company shall be
the Bylaws of the Surviving Corporation.

2.5 Directors and Officers. The Persons who are the directors and
officers of the Acquisition Company immediately prior to the Effective Time
shall be the directors and officers of the Surviving Corporation at the
Effective Time.

2.6 Conversion of Futronix Securities.

(a) Each share of Futronix Common Stock issued and
outstanding immediately prior to the Effective Time shall, by virtue of the
Merger and without any action on the part of the Holder (defined below)
thereof, be converted into the right to receive 0.39077 shares of Company
Common Stock; provided, however, that no fractional shares of Company Common
Stock shall be issued, and, in lieu thereof, a cash payment shall be made
pursuant to Section 2.6(e) hereof. Any shares of Futronix Common Stock held in
the treasury of Futronix shall be cancelled. The securities to be issued and
the cash to be paid pursuant to this Section 2.6 and Section 2.7 are

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<PAGE> 110
referred to as the "Merger Consideration," and shares of Futronix Common Stock,
Futronix Nonconvertible Preferred Stock and Futronix Convertible Preferred Stock
or W&C Common Stock that are issued and outstanding immediately prior to the
Effective Time (other than Dissenting Shares, as defined in Section 2.11) are
referred to herein collectively as the "Converted Shares."

(b) Each share of Futronix Convertible Preferred Stock
issued and outstanding immediately prior to the Effective Time shall, by virtue
of the Merger and without any action on the part of the Holder thereof, be
converted into the right to receive 0.39077 shares of Company Common Stock;
provided, however, that no fractional shares of Company Common Stock shall be
issued, and, in lieu thereof, a cash payment shall be made pursuant to Section
2.6(e) hereof. Any shares of Futronix Convertible Preferred Stock held in the
treasury of Futronix shall be cancelled.

(c) Each share of Futronix Nonconvertible Preferred Stock
issued and outstanding immediately prior to the Effective Time shall, by virtue
of the Merger and without any action on the part of the Holder thereof, be
converted into the right to receive $1.00 in cash, without interest. Any
shares of Futronix Nonconvertible Preferred Stock held in the treasury of
Futronix shall be cancelled.

(d) Each Futronix Warrant that is outstanding immediately
prior to the Effective Time shall, at the Effective Time and pursuant to the
terms thereof, be converted into a Company Warrant exercisable for 0.39077
shares of Company Common Stock for each share of Futronix Common Stock for
which the Futronix Warrant is now exercisable. At the Effective Time, the
Company agrees to be bound by the provisions of Section 6.5 of the Warrant
Agreement of Futronix Corporation dated October 5, 1994. Futronix agrees to
use its best efforts to cause the Holders of the Futronix Warrants to exercise
the Futronix Warrants prior to the Effective Time, and each of the Futronix
Shareholder Parties who is a Holder of Futronix Warrants agrees to do so.
After the Effective Time the Company will deliver to a Holder of a Futronix
Warrant at its request a new certificate evidencing the Company Warrant.

(e) No fraction of a share of Company Common Stock shall
be issued, but in lieu thereof each holder of a Futronix Security who would
otherwise be entitled to a fraction of a share of Company Common Stock shall,
upon surrender of such security to the Company's transfer agent, be paid an
amount in cash equal to the value of such fraction of a share based upon the
closing price of Company Common Stock on the New York Stock Exchange on the
last trading day prior to the Effective Time. No interest shall be paid on
such amount.

(f) The Surviving Corporation shall deliver the Merger
Consideration specified in this Section 2.6 upon the surrender of the
certificates and other documentation specified in Section 2.12.

(g) The Company shall take all steps necessary to provide
the Surviving Corporation with the Company Securities, as of the Effective
Time, in an amount sufficient to issue all of the securities contemplated by
this Section 2.6 at the Effective Time in accordance with Section 2.12.

2.7 Conversion of W&C Shares.

(a) All of the shares of W&C Common Stock issued and
outstanding immediately prior to the Effective Time shall, by virtue of the
Merger and without any action on the part of the Holder thereof, be converted
into the right to receive an aggregate of 812,052 shares of Company Common
Stock. Any shares of W&C Common Stock held in the treasury of W&C shall be
cancelled.

(b) The Surviving Corporation shall deliver the Merger
Consideration specified in this Section 2.7 upon the surrender of the
certificates and other documentation specified in Section 2.12.

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<PAGE> 111

(c) The Company shall take all steps necessary to provide
the Surviving Corporation with the shares of Company Common Stock, as of the
Effective Time, in an amount sufficient to issue all of the shares contemplated
by this Section 2.7 at the Effective Time in accordance with Section 2.12.

2.8 Acquisition Company Capital Stock Not Converted. Each share
of capital stock of the Acquisition Company issued and outstanding immediately
prior to the Effective Time shall not be converted or exchanged by virtue of
the Merger, and each such share shall remain outstanding as one share of
capital stock of the Surviving Corporation.

2.9 Approval by Shareholders.

(a) Consistent with applicable law, Futronix shall cause
a meeting of its shareholders to be duly called and held as soon as reasonably
practicable for the purpose of considering and taking action upon the Merger
(the "Futronix Special Meeting"). If the Board of Directors of Futronix so
desires, it may present the Merger to its shareholders for consideration by
soliciting their written consent in accordance with applicable requirements of
the TBCA. If such a consent is solicited, the references herein to the
"Futronix Special Meeting" shall be deemed to be the process of soliciting such
consent unless the context indicates otherwise. The Board of Directors of
Futronix, subject to fiduciary duties under applicable law, will recommend that
its shareholders approve the Merger.

(b) Consistent with applicable law, the sole shareholder
of W&C agrees to approve the Merger by written consent in accordance with
applicable requirements of the GBCC (the "W&C Consent") executed not later than
the date of the Company Special Meeting (as hereinafter defined).

(d) Consistent with applicable law, the Company shall
cause a meeting of its shareholders to be duly called and held as soon as
reasonably practicable for the purpose of considering and taking action upon
(i) an amendment to the Company's Articles of Incorporation to increase the
number of authorized shares of the Company's Common Stock to 60,000,000 shares
(the "Amendment"), and (ii) the Merger (the "Company Special Meeting"). The
Board of Directors of the Company, subject to its fiduciary duties under
applicable law, shall recommend that the Company's shareholders approve the
Amendment and the Merger.

(e) The shareholder vote required for the adoption of
this Agreement and the Merger by Futronix, the Company and the Acquisition
Company shall be the vote required by the TBCA. The shareholder vote required
for the adoption of this Agreement and the Merger by W&C shall be the vote
required by the GBCC.

(f) Certain of the Securities Act Affiliates of each of
Futronix and W&C have entered into a Voting Agreement and Irrevocable Proxy
with the Company and Futronix and W&C, respectively, requiring them to vote
certain shares of Futronix Common Stock, Futronix Preferred Stock or W&C Common
Stock, as applicable, in favor of the Merger.

2.10 Merger Closing. At the Closing, (a) the Acquisition Company,
Futronix and W&C shall deliver to the Secretary of State of each of the State
of Texas and the State of Georgia a duly executed and verified copy of the
Articles of Merger, as required by the TBCA and the GBCC, and (b) the Parties
shall take all such other and further actions as may be required by the TBCA
and GBCC and any other applicable Law to make the Merger effective upon the
terms and subject to the conditions hereof. In addition, at the Closing, the
Surviving Corporation shall deliver the Merger Consideration to those Holders
who shall have delivered the appropriate documents under Section 2.12.

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2.11 Dissenting Shares. Notwithstanding anything in this Agreement
to the contrary, shares of Futronix Common Stock or Futronix Preferred Stock
that are issued and outstanding immediately prior to the Effective Time and that
are held by a shareholder who did not vote in favor of the Merger and who
complies with all of the relevant provisions of Section 5.12 of the TBCA (the
"Dissenting Shares") shall not be converted into the right to receive the Merger
Consideration, unless and until such Holder shall have failed to perfect or
shall have effectively withdrawn or lost such Holder's rights to appraisal under
the TBCA; and any such Holder shall have only such rights in respect of the
Dissenting Shares owned by such Holder as are provided by Sections 5.11 and 5.12
of the TBCA. If any such Holder shall have failed to perfect or shall have
effectively withdrawn or lost such rights, such Holder's Dissenting Shares shall
thereupon be deemed to have been converted into and to have become exchangeable,
as of the Effective Time, for the right to receive the Merger Consideration
without any interest thereon, pursuant to the terms of Section 2.6.

2.12 Exchange of Converted Shares and Futronix Warrants.

(a) At and after the Effective Time, the Surviving
Corporation shall issue to each record holder (a "Holder"), as of the Effective
Time, of (i) an outstanding certificate or certificates that immediately prior
to the Effective Time represented Converted Shares (the "Certificates"), or
(ii) a Futronix Warrant, upon the Holder's delivery of the respective
Securityholder Documents (defined below), the respective Merger Consideration
specified for such Holder under Section 2.6 or Section 2.7. The documents to
be delivered by Holders of Converted Shares or Futronix Warrants by and after
the Effective Time (the "Securityholder Documents") shall be (x) in the case of
Converted Shares, the Certificates representing the Converted Shares and a duly
executed letter of transmittal in the form provided by the Company (the "Letter
of Transmittal"), and (y) in the case of the Futronix Warrants, the document
constituting the Futronix Warrant and the Letter of Transmittal. All such
surrendered Certificates and Futronix Warrants shall be cancelled upon their
delivery. Futronix shall send the Letter of Transmittal to the owners of the
Futronix Securities along with the notice of the Futronix Special Meeting and
shall request the return of an executed Letter of Transmittal from each such
shareholder at the time of the Futronix Special Meeting. Except as provided in
Section 2.12(c), the Surviving Corporation shall pay any transfer or similar
taxes required by reason of the exchange of Converted Shares and Futronix
Warrants.

(b) With respect to each Certificate not so surrendered
at the Closing, the Surviving Corporation shall promptly thereafter mail to the
Holder thereof a Letter of Transmittal (which shall specify that delivery shall
be effected, and risk of loss of title to such Certificate shall pass, only
upon proper delivery of the Certificate and such Letter of Transmittal to the
Surviving Corporation) and instructions for delivering such Certificate in
exchange for delivery of the Merger Consideration. Upon delivery to the
Surviving Corporation of such Certificate, together with such Letter of
Transmittal, the Company or the Surviving Corporation shall deliver to the
Holder of the Certificate in exchange therefor the Merger Consideration to
which such Holder is entitled hereunder, and such Certificate shall then be
cancelled. The Company and the Surviving Corporation shall follow a similar
procedure with respect to any Futronix Warrants to the extent that the
respective Securityholder Documents shall not have been delivered at the
Effective Time.

(c) No interest will be paid or accrued on the Merger
Consideration to be delivered upon the surrender of the Securityholder
Documents. If delivery is to be made to a Person other than the Person in
whose name a Certificate or Futronix Warrant surrendered is registered, it
shall be a condition of payment that the Certificate or Futronix Warrant so
surrendered shall be properly endorsed or otherwise in proper form for transfer
and that the Person requesting such payment shall pay any transfer or similar
taxes required by reason of the payment to a Person other than the Holder of
the Certificate or Futronix Warrant surrendered or shall establish to the
satisfaction of the Surviving Corporation that such tax has been paid or is not
applicable. Until surrendered in accordance with the provisions of this
Section 2.12, each Certificate (other than Certificates evidencing Dissenting
Shares) and Futronix Warrant shall represent for all purposes solely the right
to receive the respective Merger Consideration specified in Section 2.6 or
Section 2.7 with respect to such Converted Shares or Futronix Warrants.

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(d) Neither the Company nor the Surviving Corporation
shall be liable to any Holder of Converted Shares or Futronix Warrants for any
Merger Consideration delivered by the Company or the Surviving Corporation in
good faith to a public official pursuant to an applicable abandoned property,
escheat or similar law.

2.13 No Further Transfer of Shares. After the Effective Time,
there shall be no transfers of Converted Shares or Futronix Warrants that were
outstanding immediately prior to the Effective Time on the stock transfer books
of the Surviving Corporation. If, after the Effective Time, Certificates or
Futronix Warrants are presented to the Surviving Corporation for transfer, they
shall be cancelled and exchanged for the respective Merger Consideration
specified in Section 2.6 or Section 2.7. At the Effective Time, the stock
ledgers of Futronix and W&C shall be closed.

3. Closing.

3.1 Location, Date. The closing for the Transactions (the
"Closing") shall be held at the offices of Liddell, Sapp, Zivley, Hill &
LaBoon, L.L.P., in Houston, Texas, as promptly as practicable (and in any event
within three business days) after satisfaction or waiver of the conditions to
the consummation of the Transactions set forth in Sections 13, 14 and 15,
unless the Parties hereto agree in writing to another date or place. The date
on which the Closing occurs is referred to herein as the "Closing Date."

3.2 Deliveries. At the Closing,

(a) the Surviving Corporation shall deliver the respective Merger
Consideration to the Holders who have complied with Section 2.12 , with such
Merger Consideration registered in the names of the respective Holders, or
their designees, and in due and proper form;

(b) the Acquisition Company, Futronix and W&C shall consummate the
Merger as provided in Section 2.10; and

(c) the Parties shall also deliver to each other the respective
agreements, legal opinions and other documents and instruments specified with
respect to them in Sections 13, 14 and 15 and such other items as may be
reasonably requested.

4. Representations and Warranties of Futronix.

Futronix hereby represents and warrants to the Company, W&C and Bruno
as follows:

4.1 Corporate Status. Futronix is a corporation duly organized,
validly existing and in good standing under the laws of the State of Texas and
is qualified to do business as a foreign corporation in any jurisdiction where
it is required to be so qualified except where the failure to so qualify would
not have a Material Adverse Effect. The Charter Documents and bylaws of
Futronix that have been delivered to the Company and W&C as of the date hereof
are effective under applicable Laws and are current, correct and complete.

4.2 Authorization. Futronix has the requisite power and authority
to own its Assets and to carry on its Business. Futronix has the requisite
power and authority to execute and deliver the Transaction Documents to which
it is a party and to perform the Transactions performed or to be performed by
it. Such execution, delivery and performance by Futronix have been duly
authorized by all necessary corporate action, other than approval by the
shareholders of Futronix. Each Transaction Document executed and delivered by
Futronix has been duly executed and delivered and constitutes a valid and
binding obligation of Futronix, enforceable against Futronix in accordance with
its terms.

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4.3 Consents and Approvals. Except for any consents specified in
the Futronix Disclosure Schedule (the "Futronix Required Consents"), the
approval of the Merger by its shareholders, the filing of the Articles of
Merger, and any approvals or filings required under the HSR Act, neither the
execution and delivery by Futronix of the Transaction Documents to which it is a
party, nor the performance of the Transactions performed or to be performed by
Futronix, require any filing, consent or approval, constitute a Default or cause
any payment obligation to arise under (a) any Law or Court Order to which
Futronix is subject, (b) the Charter Documents or bylaws of Futronix or (c) any
material Contract, Governmental Permit or other document to which Futronix or
any Futronix Shareholder Party is a party or by which the properties or other
assets of any of them may be subject.

4.4 Capitalization and Stock Ownership. The total authorized
capital stock of Futronix consists of (i) 5,000,000 shares of Futronix Class A
Common Stock, of which 1,243,985 shares are issued and outstanding, (ii)
1,300,000 shares of Futronix Class B Common Stock, of which 344,250 shares are
issued and outstanding, (iii) 1,000,000 shares of Futronix Class C Common
Stock, of which 48,500 shares are issued and outstanding, (iv) 1,200,000 shares
of Futronix Convertible Preferred Stock, of which 1,000,000 shares are issued
and outstanding, (v) 2,500,000 shares of Futronix Nonconvertible Preferred
Stock, of which 2,200,000 shares are issued and outstanding, and (vi) 3,000,000
shares of Futronix Series Preferred Stock, par value $1.00 per share, of which
no shares are issued and outstanding. In addition, there are Futronix Warrants
outstanding representing the right to purchase an aggregate of 680,673 shares
of Futronix Common Stock. All such issued and outstanding amounts are the
amounts issued and outstanding on the date hereof and also as of immediately
prior to the Closing, except to the extent that securities may be issued and
cancelled in connection with the exercise or conversion of currently
outstanding Futronix Convertible Preferred Stock or Futronix Warrants. Except
for the rights under the Futronix Class B Common Stock, the Futronix
Convertible Preferred Stock and the Futronix Warrants, there are no existing
options, warrants, calls, commitments or other rights of any character
(including conversion or preemptive rights) relating to the acquisition of any
issued or unissued capital stock or other securities of Futronix. All of the
shares of Futronix Common Stock and Futronix Preferred Stock are, and all of
the shares of Futronix Common Stock issuable upon conversion or exercise of the
Futronix Convertible Preferred Stock and the Futronix Warrants upon issuance in
accordance with the terms thereof will be, duly and validly authorized and
issued, fully paid and non-assessable. The Futronix Disclosure Schedule lists
all of the record owners of the Futronix Common Stock, the Futronix Preferred
Stock and the Futronix Warrants.

4.5 Financial Statements. Futronix has delivered to the Company
and W&C correct and complete copies of unaudited monthly financial statements
for Futronix consisting of a balance sheet as of the end of each month from
January 1996 through August 1996 and the related statements of income and cash
flows for the periods then ended. Futronix has also delivered to the Company
and W&C correct and complete copies of financial statements consisting of a
balance sheet of Futronix as of December 31, 1993, 1994 and 1995 and the
related statements of income, changes in stockholders' equity and cash flows
for the years then ended, which were audited by the firm of Weinstein Spira &
Co., P.C. with respect to 1993 and 1994 and by the firm of Deloitte & Touche
LLP with respect to 1995. All such unaudited and audited financial statements
are referred to herein collectively as the "Futronix Pre-Signing Financial
Statements." The unaudited financial statements of Futronix to be delivered in
connection with the Registration Statement are referred to herein as the
"Futronix Post-Signing Financial Statements," and, together with the Futronix
Pre-Signing Financial Statements, as the "Futronix Financial Statements." The
Futronix Pre-Signing Financial Statements are, and the Futronix Post-Signing
Financial Statements will be, consistent in all material respects with the
books and records of Futronix, and there have not been and will not be any
material transactions by or concerning Futronix that have not been or will not
be recorded in the accounting records underlying such Financial Statements.
The Futronix Pre-Signing Financial Statements have been, and the Futronix
Post-Signing Financial Statements will be, prepared in accordance with GAAP
consistently applied, and the Futronix Pre-Signing Financial Statements
present, and the Futronix Post-Signing Financial Statements will present,
fairly the financial position and assets and liabilities of Futronix as of the
dates thereof, and the results of its operations and cash flows for the periods
then ended, subject in the case of unaudited Futronix Financial Statements to
normal recurring year-end adjustments and the absence of notes. The balance
sheet of Futronix as

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of March 31, 1996 that is included in the Financial Statements is referred to
herein as the "Futronix Balance Sheet," and the date thereof is referred to as
the "Balance Sheet Date."

4.6 Title to Assets and Related Matters. Futronix has good and
marketable title to, valid leasehold interests in or valid licenses to use, all
of the Futronix Assets, free from any Encumbrances except those specified in the
Futronix Disclosure Schedule. The use of the Futronix Assets is not subject to
any Encumbrances (other than those specified in the preceding sentence), and
such use does not materially encroach on the property or rights of anyone else.
All Futronix Real Property and tangible personal property (other than Inventory)
included in the Futronix Assets are suitable for the purposes for which they are
used, in good working condition, reasonable wear and tear excepted, and are free
from any known defects, except such minor defects that would not have a Material
Adverse Effect.

4.7 Real Property. The Futronix Disclosure Schedule describes all
real estate used in the operation of the Futronix Business as well as any other
real estate that is in the possession of or leased by Futronix and the
improvements (including buildings and other structures) located on such real
estate (collectively, the "Futronix Real Property"), and lists any leases under
which any such Futronix Real Property is possessed (the "Futronix Real Estate
Leases"). Futronix does not have any ownership interest in any real property.
The Futronix Disclosure Schedule also describes any other real estate
previously owned, leased or otherwise operated by Futronix or any predecessor
thereof during the past 10 years and the time periods of any such ownership,
lease or operation. All of the Futronix Real Property (a) is usable in the
ordinary course of business and (b) conforms in all material respects with any
applicable Laws relating to its construction, use and operation. The Futronix
Real Property complies with applicable zoning Laws. Futronix or the landlord
of any Futronix Real Property leased by Futronix has obtained all licenses and
rights-of-way from governmental entities or private parties that are necessary
to ensure vehicular and pedestrian ingress and egress to and from the Futronix
Real Property.

4.8 Certain Personal Property. The Futronix Disclosure Schedule
describes all items of tangible personal property that were included in the
balance sheet of Futronix as of May 31, 1996. Except as specified in the
Futronix Disclosure Schedule and excluding purchases of Inventory in the
ordinary course of business, since the Balance Sheet Date Futronix has not
acquired any items of tangible personal property that have a carrying value in
excess of $25,000, or an aggregate carrying value in excess of $50,000. All of
such personal property included in the Futronix Disclosure Schedule is, and any
such personal property acquired after the date hereof in accordance with
Section 9.2 will be, usable in the ordinary course of business, and all such
personal property included in the Futronix Disclosure Schedule conforms, and
all of such personal property acquired after the date hereof will conform, in
all material respects with any applicable Laws relating to its construction,
use and operation. Except for those items subject to the Futronix Non-Real
Estate Leases or the Immaterial Leases, no Person other than Futronix owns any
vehicles, equipment or other tangible assets located on the Futronix Real
Property that are used in the Futronix Business or that are necessary for the
operation of the Futronix Business.

4.9 Non-Real Estate Leases. The Futronix Disclosure Schedule
lists all assets and property (other than Futronix Real Property) that are
possessed by Futronix under an existing lease, including all trucks,
automobiles, forklifts, machinery, equipment, furniture and computers, except
for any lease under which the aggregate annual payments are less than $10,000
(each, an "Immaterial Lease"). The Futronix Disclosure Schedule also lists the
leases under which such assets and property listed in the Futronix Disclosure
Schedule are possessed. All of such leases (excluding Immaterial Leases) are
referred to herein as the "Futronix Non-Real Estate Leases."

4.10 Accounts Receivable. The Accounts Receivable included in the
Futronix Assets are bona fide Accounts Receivable created in the ordinary
course of business. Except for Accounts Receivable for which reserves have
been established, all of the Accounts Receivable included in the Futronix
Assets are collectible within 90 days from the respective dates of sale.
Futronix does not know of any facts or circumstances (other than general
economic conditions) that are likely to result in any material increase in the
uncollectability of such Accounts Receivable in excess of any reserves therefor
set forth in the Futronix Balance Sheet.

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4.11 Inventory. The Inventory included in the Futronix Assets
consists of items of good, usable and merchantable quality in all material
respects and does not include obsolete or discontinued items except as described
on the Futronix Disclosure Schedule. Such Inventory is of such quality as may
be required to satisfy applicable governmental quality control standards. All
finished goods included in such Inventory are saleable as current inventories at
the current price thereof in the ordinary course of business. Such Inventory is
recorded in the Futronix Financial Statements at the lower of average cost or
market value determined in accordance with GAAP, and except as set forth in the
Futronix Disclosure Schedule, no write-down of such Inventory has been made or
should have been made pursuant to GAAP during the past two years. The Futronix
Disclosure Schedule lists the locations of all items of the Inventory.

4.12 Liabilities. Futronix does not have any Liabilities, except
(a) as specified in the Futronix Disclosure Schedule, (b) as contemplated by
the Futronix Balance Sheet (except as heretofore paid or discharged), (c)
Liabilities incurred in the ordinary course since the Balance Sheet Date that,
individually or in the aggregate, are not material to the Futronix Business, or
(d) Liabilities under any Contracts included in the Futronix Assets that are
specifically disclosed in the Futronix Disclosure Schedule (or not required to
be disclosed because of the term or amount involved) and that were not required
under GAAP to have been specifically disclosed or reserved for on the Futronix
Balance Sheet.

4.13 Taxes. Except as set forth in the Futronix Disclosure
Schedule, Futronix has duly filed all returns for Taxes that are required to be
filed and has paid all material Taxes shown as being due pursuant to such
returns or pursuant to any assessment received. All Taxes that Futronix has
been required by Law to withhold or to collect have been duly withheld and
collected and have been paid over to the proper governmental authorities or are
properly held by Futronix for such payment. There are no proceedings or other
actions, nor to the knowledge of Futronix is there any basis for any
proceedings or other actions, for the assessment and collection of additional
Taxes of any kind with respect to Futronix for any period for which returns
have or should have been filed.

4.14 Subsidiaries. Futronix does not own, directly or indirectly,
any interest or investment (whether equity or debt) in any corporation,
partnership, limited liability company, trust, joint venture or other legal
entity.

4.15 Legal Proceedings and Compliance with Law.

(a) Except as set forth in the Futronix Disclosure
Schedule, there is no Litigation that is pending or, to Futronix's knowledge,
threatened against Futronix. There has been no Default under any Laws
applicable to Futronix, including Laws relating to pollution or protection of
the environment, or Hazardous Substances, except for any Defaults that would
not have a Material Adverse Effect, and Futronix has not received any notices
from any governmental entity or other Person regarding any alleged Defaults
under any Laws. There has been no Default with respect to any Court Order
applicable to Futronix.

(b) Without limiting the generality of Section 4.15(a),
there has not been any Futronix Environmental Condition created by Futronix or
any Affiliate of Futronix or, to the knowledge of Futronix, created by any
other Person (i) at the premises at which the Futronix Business is currently
conducted, (ii) at any property owned, leased or operated during the past 10
years by Futronix, any Person controlled by Futronix or any predecessor of any
of them, or (iii) at any property at which wastes have been released, deposited
or disposed during the past 10 years by or at the behest or direction of any of
the foregoing, nor has Futronix received written notice of any such Futronix
Environmental Condition. "Futronix Environmental Condition" means any
condition or circumstance, including the presence or release of Hazardous
Substances, at or relating to any such property or premises that (i) requires
investigation, monitoring, abatement or correction under an Environmental Law,
(ii) gives rise to any material civil or criminal liability on the part of
Futronix under an Environmental Law, or (iii) has created a public or private
nuisance.

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(c) Futronix has delivered to the Company and W&C
complete copies of any written reports, studies or assessments in the
possession or control of Futronix that relate to any Futronix Environmental
Condition and to the Futronix Business or any Futronix Assets.

(d) Except in those cases where the failure would not
have a Material Adverse Effect, (i) Futronix has obtained and is in full
compliance with all Governmental Permits, all of which are listed in the
Futronix Disclosure Schedule along with their respective expiration dates, that
are required for the operation of the Futronix Business as currently operated,
(ii) all of such Governmental Permits are currently valid and in full force and
(iii) Futronix has filed such timely and complete renewal applications as may be
required with respect to its Governmental Permits and expects issuance of the
same on substantially similar terms and conditions as currently exist. To
Futronix's knowledge, no revocation, cancellation or withdrawal thereof has been
threatened.

4.16 Contracts.

(a) The Futronix Disclosure Schedule lists all Contracts
of the following types to which Futronix is a party or by which it is bound,
except for Minor Contracts:

(i) Contracts with any present or former
shareholder, director, officer, employee, partner or
consultant of Futronix or any Affiliate thereof.

(ii) Contracts for the future purchase of, or
payment for, supplies or products, or for the lease of any
Asset from or the performance of services by a third party, in
excess of $25,000 in any individual case;

(iii) Contracts to sell or supply products or to
perform services that involve an amount in excess of $25,000
in any individual case or with respect to any one supplier or
other party;

(iv) Contracts to lease to or to operate for any
other party any asset that involve an amount in excess of
$25,000 in any individual case;

(v) Any notes, debentures, bonds, conditional
sale agreements, equipment trust agreements, letter of credit
agreements, reimbursement agreements, loan agreements or other
Contracts for the borrowing or lending of money (including
loans to or from officers, directors, partners, shareholders
or Affiliates of Futronix or any members of their immediate
families), agreements or arrangements for a line of credit or
for a guarantee of, or other undertaking in connection with,
the indebtedness of any other Person;

(vi) Any Contracts under which any Encumbrances
exist; and

(vii) Any other Contracts (other than Minor
Contracts and those described in any of (i) through (vi)
above) not made in the ordinary course of business.

(b) The Contracts listed in the Futronix Disclosure
Schedule and the Contracts excluded from the Futronix Disclosure Schedule based
on the term or amount thereof (other than Minor Contracts) are referred to
herein as the "Futronix Contracts." Futronix is not in Default under any
Futronix Contracts (including any Futronix Real Estate Leases and Futronix
Non-Real Estate Leases), which Default could result in a Liability on the part
of Futronix in excess of $25,000 in any individual case, and the aggregate
Liabilities that could result from all such Defaults do not exceed $50,000.
Futronix has not received any communication from, or given any communication
to, any other party indicating that Futronix or such other party, as the case
may be, is in Default

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under any Futronix Contract where such Default could have a Material Adverse
Effect. To the knowledge of Futronix, none of the other parties in any such
Futronix Contract is in Default thereunder.

4.17 Insurance. The Futronix Disclosure Schedule lists all policies
or binders of insurance held by or on behalf of Futronix, specifying with
respect to each policy the insurer, the amount of the coverage, the type of
insurance, the risks insured, the expiration date, the policy number and any
pending claims thereunder. There is no Default with respect to any such policy
or binder, nor has there been any failure to give any notice or present any
claim under any such policy or binder in a timely fashion or in the manner or
detail required by the policy or binder, except for any of the foregoing that
would not, individually or in the aggregate, have a Material Adverse Effect.
There is no notice of nonrenewal or cancellation with respect to, or
disallowance of any claim under, any such policy or binder that has been
received by Futronix, except for any of the foregoing that would not,
individually or in the aggregate, have a Material Adverse Effect.

4.18 Intellectual Property and Confidential Information.

(a) Futronix does not currently use nor has it previously
used in the development, production or marketing of its products and services
any Copyrights, Patents or Trademarks except for those listed in the Futronix
Disclosure Schedule. Futronix either owns the entire right, title and interest
in, to and under, or has a valid license to use all material Intellectual
Property that has been used in the operation of the Futronix Business, in the
ordinary course or otherwise. All of the Intellectual Property listed in the
Futronix Disclosure Schedule is owned by Futronix, free and clear of any
Encumbrances, or used pursuant to an agreement that is described in the
Futronix Disclosure Schedule. Futronix has not infringed upon or unlawfully or
wrongfully used any Intellectual Property rights owned or claimed by another
Person. Futronix is not in Default, nor has it received any notice of any
claim of infringement or any other claim or proceeding, with respect to any
such Intellectual Property. Except for any rights under written licenses or
other written Contracts, no current or former employee of Futronix and no other
Person owns or has any proprietary, financial or other interest, direct or
indirect, in whole or in part, and including any right to royalties or other
compensation, in any of the Intellectual Property.

(b) To Futronix's knowledge, (i) none of its Confidential
Information has been used, divulged or appropriated (A) for the benefit of any
Person other than Futronix or (B) otherwise to the detriment of Futronix, (ii)
no employee or consultant of Futronix is subject to any contractual or legal
restrictions that might interfere with the use of his or her best efforts to
promote the interests of Futronix, (iii) no employee or consultant of Futronix
has used any other Person's trade secrets or other information that is
confidential in the course of his or her work with respect to the Futronix
Business, and (iv) no employee or consultant of Futronix is in Default under
any term of any employment contract, agreement or arrangement relating to the
Intellectual Property, or any confidentiality agreement or any other Contract
or any restrictive covenant relating to the Intellectual Property, or the
development or exploitation thereof.

4.19 Employee Relations. Futronix is not (a) a party to, involved
in or, to Futronix's knowledge, threatened by, any labor dispute or unfair
labor practice charge, or (b) currently negotiating any collective bargaining
agreement. Futronix has not experienced during the last three years any work
stoppage. Futronix has delivered to the Company and W&C a complete and correct
list of the names and salaries, bonus and other cash compensation of all
employees (including officers) of Futronix whose cash compensation was for 1995
or is expected to be for 1996 at least $50,000.

4.20 ERISA.

(a) The Futronix Disclosure Schedule contains a complete
list of all Benefit Plans sponsored or maintained by Futronix or under which
Futronix is obligated. Futronix has delivered to the Company and W&C (i)
accurate and complete copies of all such Benefit Plan documents and all other
material documents relating thereto, including (if applicable) all summary plan
descriptions, summary annual reports and insurance contracts,

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(ii) accurate and complete detailed summaries of all unwritten Benefit Plans,
(iii) accurate and complete copies of the most recent financial statements and
actuarial reports with respect to all such Benefit Plans for which financial
statements or actuarial reports are required or have been prepared and (iv)
accurate and complete copies of all annual reports for all such Benefit Plans
(for which annual reports are required) prepared within the last three years.
Each such Benefit Plan providing benefits that are funded through a policy of
insurance is indicated by the word "insured" placed by the listing of the
Benefit Plan in the Futronix Disclosure Schedule.

(b) All such Benefit Plans conform (and at all times have
conformed) in all material respects to, and are being administered and operated
(and have at all times been administered and operated) in material
compliance with, the requirements of ERISA, the Code and all other applicable
Laws. All returns, reports and disclosure statements required to be made under
ERISA and the Code with respect to all such Benefit Plans have been timely
filed or delivered or requests for filing extensions have been timely made.
There have not been any "prohibited transactions," as such term is defined in
Section 4975 of the Code or Section 406 of ERISA involving any of the Benefit
Plans, that could subject Futronix to any material penalty or tax imposed under
the Code or ERISA.

(c) Except as is set forth in the Futronix Disclosure
Schedule, any such Benefit Plan that is intended to be qualified under Section
401(a) of the Code and exempt from tax under Section 501(a) of the Code has
been determined by the Internal Revenue Service to be so qualified or an
application for such determination is pending. Any such determination that has
been obtained remains in effect and has not been revoked, and with respect to
any application that is pending, Futronix has no reason to suspect that such
application for determination will be denied. Nothing has occurred since the
date of any such determination, or if there has been no such determination
there is no occurrence, that is reasonably likely to affect adversely the
qualification or the tax exemption status of the plan and its related trust, or
result in the imposition of excise taxes or income taxes on unrelated business
income under the Code or ERISA with respect to any such Benefit Plan.

(d) Neither Futronix nor any person or entity that,
together with Futronix, is treated as a single employer under Section
414(b),(c),(m) or (o) of the Code or Section 4001(a)(14) or 4001(b) of ERISA
("Commonly Controlled Entity"), sponsors a defined benefit plan subject to
Title IV of ERISA, or has a current or contingent obligation to contribute to
any multiemployer plan (as defined in Section 3(37) of ERISA) and neither they
nor their predecessor have ever contributed to a multiemployer plan. Futronix
does not have any liability with respect to any employee benefit plan (as
defined in Section 3(3) of ERISA) other than with respect to the Benefit Plans.

(e) There are no pending or, to the knowledge of
Futronix, threatened claims by or on behalf of any such Benefit Plans, or by or
on behalf of any individual participants or beneficiaries of any such Benefit
Plans, alleging any breach of fiduciary duty on the part of Futronix or any of
its officers, directors or employees under ERISA or any other applicable
regulations, or claiming benefit payments (other than those made in the
ordinary operation of such plans), nor is there, to the knowledge of Futronix,
any basis for such claim. The Benefit Plans are not the subject of any pending
(or to the knowledge of Futronix, any threatened) investigation or audit by the
Internal Revenue Service, the Department of Labor or the Pension Benefit
Guaranty Corporation ("PBGC").

(f) Futronix has timely made all required contributions
under such Benefit Plans including the payment of any premiums payable to the
PBGC and other insurance premiums.

(g) With respect to any such Benefit Plan that is an
employee welfare benefit plan (within the meaning of Section 3(1) of ERISA) (a
"Welfare Plan") and except as specified in the Futronix Disclosure Schedule,
(i) each Welfare Plan for which contributions are claimed by Futronix as
deductions under any provision of the Code is in material compliance with all
applicable requirements pertaining to such deduction, (ii) with respect to any
welfare benefit fund (within the meaning of Section 419 of the Code) related to
a Welfare Plan, there is no disqualified benefit (within the meaning of Section
4976(b) of the Code) that would result in the imposition of a tax

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under Section 4976(a) of the Code, (iii) any Benefit Plan that is a group
health plan (within the meaning of Section 4980B(g)(2) of the Code) complies,
and in each and every case has complied, with all of the applicable material
requirements of Section 4980B of the Code, ERISA, Title XXII of the Public
Health Service Act and the Social Security Act, and (iv) all Welfare Plans may
be amended or terminated at any time on or after the Closing Date. Except as
specified in the Futronix Disclosure Schedule, no Benefit Plan provides any
health, life or other welfare coverage to employees of Futronix beyond
termination of their employment with Futronix by reason of retirement or
otherwise, other than coverage as may be required under Section 4980B of the
Code or Part 6 of ERISA, or under the continuation of coverage provisions of
the laws of any state or locality.

(h) Except as otherwise set forth in the Futronix
Disclosure Schedule, neither the execution and delivery of this Agreement nor
the consummation of the transactions contemplated hereby will (i) result in any
payment to be made by Futronix or a Commonly Controlled Entity (including,
without limitation, severance, unemployment compensation, golden parachute (as
defined in Code Section 280G or otherwise)) becoming due to any employee or
former employee, officer or director, or (ii) increase or vest any benefits
payable under any Benefit Plan.

(i) Except as otherwise set forth in the Futronix
Disclosure Schedule, any amount that could be received (whether in cash or
property or the vesting of property) as a result of any of the transactions
contemplated by this Agreement by any employee, officer or director of Futronix
or any of its subsidiaries who is a "disqualified individual" (as such term is
defined in proposed Treasury Regulation Section 1.280G-1) under any employment,
severance or termination agreement, other compensation arrangement or Benefit
Plan currently in effect would not be characterized as an "excess parachute
payment" (as such term is defined in Section 280(G)(b)(1) of the Code).

4.21 Corporate Records. The minute book of Futronix contains
complete, correct and current copies of its Charter Documents and bylaws and of
all minutes of meetings, resolutions and other proceedings of its Board of
Directors and shareholders. The stock record books of Futronix are complete,
correct and current.

4.22 Absence of Certain Changes. Except as contemplated by this
Agreement and as specified in the Futronix Disclosure Schedule, since the
Balance Sheet Date Futronix has conducted the Futronix Business in the ordinary
course and there has not been with respect to the Futronix Business:

(a) any change that has had or is reasonably likely to
have a Material Adverse Effect; provided, however, that the loss or threatened
loss of any single customer (or of any single group of related customers) or
the payment of Deal Expenses shall not be deemed to constitute a Material
Adverse Effect;

(b) any distribution or payment declared or made in
respect of its capital stock by way of dividends, purchase or redemption of
shares or otherwise;

(c) any increase in the compensation payable or to become
payable to any director, officer, employee or agent, except for increases for
non-officer employees made in the ordinary course of business, nor any other
change in any employment or consulting arrangement;

(d) any sale, assignment or transfer of Assets, or any
additions to or transactions involving any Assets, other than those made in the
ordinary course of business;

(e) other than in the ordinary course of business, any
waiver or release of any claim or right or cancellation of any debt held; or

(f) any payments to any Affiliate of Futronix.

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4.23 Previous Sales; Warranties. Futronix has not breached any
express or implied warranties in connection with the sale or distribution of
goods or the performance of services, except for breaches that, individually
and in the aggregate, would not have a Material Adverse Effect.

4.24 Customers and Suppliers. Futronix has used its reasonable
business efforts to maintain, and currently maintains, good working
relationships with all of its customers and suppliers. The Futronix Disclosure
Schedule contains a list of the names of each of the ten customers that, in the
aggregate, for the year ended December 31, 1995, were the largest dollar volume
customers of products or services, or both, sold by Futronix, and the dollar
volume of sales to such customers for the years ended December 31, 1993 and
1994. Except as specified in the Futronix Disclosure Schedule, none of such
customers has given Futronix notice terminating, cancelling or threatening to
terminate or cancel any Contract or relationship with Futronix. The Futronix
Disclosure Schedule also contains a list of the names of each of the ten
suppliers that, in the aggregate, for the year ended December 31, 1995, were
the largest dollar volume suppliers of products or services, or both, purchased
by Futronix, and the dollar volume of purchases from such suppliers for the
years ended December 31, 1993 and 1994. Except as specified in the Futronix
Disclosure Schedule, none of such suppliers has given Futronix notice
terminating, cancelling or threatening to terminate or cancel any Contract or
relationship with Futronix.

4.25 Finder's Fees. Except as set forth in the Futronix Disclosure
Schedule, no Person retained by Futronix is or will be entitled to any
commission or finder's or similar fee in connection with the Transactions.

4.26 Additional Information. The Futronix Disclosure Schedule
accurately lists the following:

(a) the names of all officers and directors of Futronix;

(b) the names and addresses of every bank or other
financial institution in which Futronix maintains an account (whether checking,
saving or otherwise), lock box or safe deposit box, and the account numbers and
names of Persons having signing authority or other access thereto;

(d) the names of any Persons holding powers of attorney
from Futronix and a summary statement of the terms thereof; and

(e) all names under which Futronix has conducted any part
of its Business or which it has otherwise used at any time during the past five
years.

4.27 Accuracy of Information. No representation or warranty by
Futronix in any Transaction Document, and no information contained herein or
therein or otherwise delivered by or on behalf of Futronix to the Company or
W&C pursuant to any Transaction Document, including the Futronix Financial
Statements, contains any untrue statement of any material fact or omits to
state any material fact necessary in order to make the statements contained
herein or therein not misleading in light of the circumstances under which such
statements were made.

4.28 Previous Disclosures. The statements and disclosures included
in the Registration Statement on Form S- 1 under the Securities Act of 1933, as
amended, filed on behalf of Futronix Systems Corp. (Registration No. 333-11439)
(the "Futronix Systems S-1"), as they relate to Futronix and its Affiliates, do
not contain any untrue statement of any material fact or omit to state any
material fact necessary in order to make the statements contained therein not
misleading in light of the circumstances under which such statements and
disclosures were made.

4.29 Section 368 Representations.

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(a) Except as set forth on the Futronix Disclosure
Schedule, there have not been any sales or redemptions of Futronix capital
stock in contemplation of the Merger. The Futronix Disclosure Schedule sets
forth all transactions in the capital stock of Futronix during the past twelve
months.

(b) The liabilities of Futronix to be assumed by
Acquisition Company as part of the Merger and the liabilities to which the
transferred assets of Futronix will be subject were incurred by Futronix in the
ordinary course of business.

(c) Futronix (or the Surviving Corporation, if the Merger
becomes effective) will pay its own expenses which are incurred in connection
with the Merger.

(d) Except for sales of Inventory in the ordinary course
of business, Futronix has not disposed of any assets (either as a dividend or
otherwise) constituting more than 10% of the fair market value of all of its
assets (ignoring any liabilities) at any time either during the past twelve
months or in contemplation of the Merger.

(e) Futronix is not an investment company as defined in
Section 368(a)(2)(F)(iii) and (iv) of the Code.

(f) Futronix is not under the jurisdiction of a court in
a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the
Code.

5. Representations and Warranties of W&C.

W&C hereby represents and warrants to the Company, Futronix and the
Futronix Shareholder Parties as follows:

5.1 Corporate Status. W&C is a corporation duly organized,
validly existing and in good standing under the laws of the State of Georgia
and is qualified to do business as a foreign corporation in any jurisdiction
where it is required to be so qualified except where the failure to so qualify
would not have a Material Adverse Effect. The Charter Documents and bylaws of
W&C that have been delivered to the Company and Futronix as of the date hereof
are effective under applicable Laws and are current, correct and complete.

5.2 Authorization. W&C has the requisite power and authority to
own the W&C Assets and to carry on the W&C Business. W&C has the requisite
power and authority to execute and deliver the Transaction Documents to which
it is a party and to perform the Transactions performed or to be performed by
it. Such execution, delivery and performance by W&C have been duly authorized
by all necessary corporate action, other than approval by the sole shareholder
of W&C. Each Transaction Document executed and delivered by W&C has been duly
executed and delivered by W&C and constitutes a valid and binding obligation of
W&C, enforceable against W&C in accordance with its terms.

5.3 Consents and Approvals. Except for any consents specified in
the W&C Disclosure Schedule (the "W&C Required Consents"), the approval of the
Merger by its sole shareholder, the filing of the Articles of Merger, and any
approvals or filings required under the HSR Act, neither the execution and
delivery by W&C of the Transaction Documents to which it is a party, nor the
performance of the Transactions performed or to be performed by W&C, require
any filing, consent or approval, constitute a Default or cause any payment
obligation to arise under (a) any Law or Court Order to which W&C is subject,
(b) the Charter Documents or bylaws of W&C or (c) any material Contract,
Governmental Permit or other document to which W&C or any W&C Individual is a
party or by which the properties or other assets of any of them may be subject.

5.4 Capitalization and Stock Ownership. The total authorized
capital stock of W&C consists of 500,000 shares of W&C Common Stock, of which
1,000 shares are issued and outstanding on the date hereof and

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also as of immediately prior to the Closing. Except for the W&C Options, there
are no existing options, warrants, calls, commitments or other rights of any
character (including conversion or preemptive rights) relating to the
acquisition of any issued or unissued capital stock or other securities of W&C.
All of the shares of W&C Common Stock are duly and validly authorized and
issued, fully paid and non-assessable. The W&C Disclosure Schedule lists all
of the record owners of the W&C Common Stock.

5.5 Financial Statements. W&C has delivered to the Company and
Futronix correct and complete copies of unaudited monthly financial statements
for W&C consisting of a balance sheet as of the end of each month from January
1996 through August 1996 and the related statements of income and cash flows
for the periods then ended. W&C has also delivered to the Company and Futronix
correct and complete copies of financial statements consisting of a balance
sheet of W&C as of December 31, 1993, 1994 and 1995 and the related statements
of income, changes in stockholders' equity and cash flows for the years then
ended, which were audited by the firm of Gross Collins Cress, P.C., independent
public accountants. All such unaudited and audited financial statements are
referred to herein collectively as the "W&C Pre-Signing Financial Statements."
The unaudited financial statements of W&C to be delivered in connection with
the Registration Statement are referred to herein as the "W&C Post-Signing
Financial Statements," and, together with the Pre-Signing Financial Statements,
as the "W&C Financial Statements." The W&C Pre-Signing Financial Statements
are, and the W&C Post-Signing Financial Statements will be, consistent in all
material respects with the books and records of W&C, and there have not been
and will not be any material transactions by or concerning W&C that have not
been or will not be recorded in the accounting records underlying such
Financial Statements. The W&C Pre-Signing Financial Statements have been, and
the W&C Post-Signing Financial Statements will be, prepared in accordance with
GAAP consistently applied, and the W&C Pre-Signing Financial Statements
present, and the W&C Post- Signing Financial Statements will present, fairly
the financial position and assets and liabilities of W&C as of the dates
thereof, and the results of its operations and cash flows for the periods then
ended, subject in the case of unaudited W&C Financial Statements to normal
recurring year-end adjustments and the absence of notes. The balance sheet of
W&C as of March 31, 1996, that is included in the W&C Financial Statements is
referred to herein as the "W&C Balance Sheet."

5.6 Title to Assets and Related Matters. W&C has good and
marketable title to, valid leasehold interests in or valid licenses to use, all
of the W&C Assets, free from any Encumbrances except those specified in the W&C
Disclosure Schedule. The use of the W&C Assets is not subject to any
Encumbrances (other than those specified in the preceding sentence), and such
use does not materially encroach on the property or rights of anyone else. All
W&C Real Property and tangible personal property (other than Inventory)
included in the W&C Assets are suitable for the purposes for which they are
used, in good working condition, reasonable wear and tear excepted, and are
free from any known defects, except such minor defects that would not have a
Material Adverse Effect.

5.7 Real Property. The W&C Disclosure Schedule describes all real
estate used in the operation of the W&C Business as well as any other real
estate that is in the possession of or leased by W&C and the improvements
(including buildings and other structures) located on such real estate
(collectively, the "W&C Real Property"), and lists any leases under which any
such W&C Real Property is possessed (the "W&C Real Estate Leases"). W&C does
not have any ownership interest in any real property. The W&C Disclosure
Schedule also describes any other real estate previously owned, leased or
otherwise operated by W&C or any predecessor thereof during the past 10 years
and the time periods of any such ownership, lease or operation. All of the W&C
Real Property (a) is usable in the ordinary course of business and (b) conforms
in all material respects with any applicable Laws relating to its construction,
use and operation. The W&C Real Property complies with applicable zoning Laws.
W&C or the landlord of any W&C Real Property leased by W&C has obtained all
licenses and rights-of-way from governmental entities or private parties that
are necessary to ensure vehicular and pedestrian ingress and egress to and from
the W&C Real Property.

5.8 Certain Personal Property. The W&C Disclosure Schedule
describes all items of tangible personal property that were included in the
balance sheet of W&C as of December 31, 1995. Except as specified in the W&C
Disclosure Schedule and excluding purchases of Inventory in the ordinary course
of business, since December

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31, 1995, W&C has not acquired any items of tangible personal property that
have a carrying value in excess of $20,000, or an aggregate carrying value in
excess of $90,000. All of such personal property included in the W&C
Disclosure Schedule is, and any such personal property acquired after the date
hereof in accordance with Section 10.2 will be, usable in the ordinary course
of business, and all such personal property included in the W&C Disclosure
Schedule conforms, and all of such personal property acquired after the date
hereof will conform, in all material respects with any applicable Laws relating
to its construction, use and operation. Except for those items subject to the
W&C Non-Real Estate Leases or the Immaterial Leases, no Person other than W&C
owns any vehicles, equipment or other tangible assets located on the W&C Real
Property that are used in the W&C Business or that are necessary for the
operation of the W&C Business.

5.9 Non-Real Estate Leases. The W&C Disclosure Schedule lists all
assets and property (other than W&C Real Property) that are possessed by W&C
under an existing lease, including all trucks, automobiles, forklifts,
machinery, equipment, furniture and computers, except for Immaterial Leases.
The W&C Disclosure Schedule also lists the leases under which such assets and
property listed in the W&C Disclosure Schedule are possessed. All of such
leases (excluding Immaterial Leases) are referred to herein as the "W&C
Non-Real Estate Leases."

5.10 Accounts Receivable. The Accounts Receivable included in the
W&C Assets are bona fide Accounts Receivable created in the ordinary course of
business. Except for Accounts Receivable for which reserves have been
established and except as described in the W&C Disclosure Schedule, all of the
Accounts Receivable included in the W&C Assets are collectible within 90 days
from the respective dates of sale. W&C does not know of any facts or
circumstances (other than general economic conditions) that are likely to
result in any material increase in the uncollectability of such Accounts
Receivable in excess of any reserves therefor set forth in the W&C Balance
Sheet.

5.11 Inventory. The Inventory included in the W&C Assets consists
of items of good, usable and merchantable quality in all material respects and
does not include obsolete or discontinued items except as described on the W&C
Disclosure Schedule. Such Inventory is of such quality as may be required to
satisfy applicable governmental quality control standards. All finished goods
included in such Inventory are saleable as current inventories at the current
price thereof in the ordinary course of business. Such Inventory is recorded
in the W&C Financial Statements at the lower of average cost or market
determined in accordance with GAAP, and no write-down of such Inventory has
been made or should have been made pursuant to GAAP during the past two years.
The W&C Disclosure Schedule lists the locations of all items of the Inventory.

5.12 Liabilities. W&C does not have any Liabilities, except (a) as
specified in the W&C Disclosure Schedule, (b) as contemplated by the W&C
Balance Sheet (except as heretofore paid or discharged), (c) Liabilities
incurred in the ordinary course since the Balance Sheet Date that, individually
or in the aggregate, are not material to the W&C Business, or (d) Liabilities
under any Contracts included in the W&C Assets that are specifically disclosed
in the W&C Disclosure Schedule (or not required to be disclosed because of the
term or amount involved) and that were not required under GAAP to have been
specifically disclosed or reserved for on the W&C Balance Sheet.

5.13 Taxes. W&C has duly filed all returns for Taxes that are
required to be filed and has paid all material Taxes shown as being due
pursuant to such returns or pursuant to any assessment received. W&C has
elected to qualify and has met the requirements of Subchapter S of the Code for
qualification and treatment as an S corporation at all times since November 1,
1988. All Taxes that W&C has been required by Law to withhold or to collect
have been duly withheld and collected and have been paid over to the proper
governmental authorities or are properly held by W&C for such payment. There
are no proceedings or other actions, nor to the knowledge of W&C is there any
basis for any proceedings or other actions, for the assessment and collection
of additional Taxes of any kind with respect to W&C for any period for which
returns have or should have been filed.

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5.14 Subsidiaries. Except as set forth in the W&C Disclosure
Schedule, W&C does not own, directly or indirectly, any interest or investment
(whether equity or debt) in any corporation, partnership, limited liability
company, trust, joint venture or other legal entity.

5.15 Legal Proceedings and Compliance with Law.

(a) Except as set forth in the W&C Disclosure Schedule,
there is no Litigation that is pending or, to W&C's knowledge, threatened
against W&C. There has been no Default under any Laws applicable to W&C,
including Laws relating to pollution or protection of the environment, or
Hazardous Substances, except for any Defaults that would not have a Material
Adverse Effect, and W&C has not received any notices from any governmental
entity or other Person regarding any alleged Defaults under any Laws. There
has been no Default with respect to any Court Order applicable to W&C.

(b) Without limiting the generality of Section 5.15(a),
there has not been any W&C Environmental Condition created by W&C or any
Affiliate of W&C or, to the knowledge of W&C, created by any other Person (i)
at the premises at which the W&C Business is currently conducted, (ii) at any
property owned, leased or operated during the past 10 years by W&C, any Person
controlled by W&C or any predecessor of any of them, or (iii) at any property
at which wastes have been released, deposited or disposed during the past 10
years by or at the behest or direction of any of the foregoing, nor has W&C
received written notice of any such W&C Environmental Condition. "W&C
Environmental Condition" means any condition or circumstance, including the
presence or release of Hazardous Substances, at or relating to any such
property or premises that (i) requires investigation, monitoring, abatement or
correction under an Environmental Law, (ii) gives rise to any material civil or
criminal liability on the part of W&C under an Environmental Law, or (iii) has
created a public or private nuisance.

(c) W&C has delivered to the Company and Futronix
complete copies of any written reports, studies or assessments in the
possession or control of W&C that relate to any W&C Environmental Condition and
to the W&C Business or any W&C Assets.

(d) Except in those cases where the failure would not
have a Material Adverse Effect, (i) W&C has obtained and is in full compliance
with all Governmental Permits, all of which are listed in the W&C Disclosure
Schedule along with their respective expiration dates, that are required for
the operation of the W&C Business as currently operated, (ii) all of such
Governmental Permits are currently valid and in full force and (iii) W&C has
filed such timely and complete renewal applications as may be required with
respect to its Governmental Permits and expects issuance of the same on
substantially similar terms and conditions as currently exist. To W&C's
knowledge, no revocation, cancellation or withdrawal thereof has been
threatened.

5.16 Contracts.

(a) The W&C Disclosure Schedule lists all Contracts of
the following types to which W&C is a party or by which it is bound, except for
Minor Contracts:

(i) Contracts with any present or former
shareholder, director, officer, employee, partner or
consultant of W&C or any Affiliate thereof.

(iii) Contracts to sell or supply products or to
perform services that involve an amount in excess of $25,000
in any individual case or with respect to any one supplier or
other party;

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(iv) Contracts to lease to or to operate for any
other party any asset that involve an amount in excess of
$25,000 in any individual case;

(v) Any notes, debentures, bonds, conditional
sale agreements, equipment trust agreements, letter of credit
agreements, reimbursement agreements, loan agreements or other
Contracts for the borrowing or lending of money (including
loans to or from officers, directors, partners, shareholders
or Affiliates of W&C or any members of their immediate
families), agreements or arrangements for a line of credit or
for a guarantee of, or other undertaking in connection with,
the indebtedness of any other Person;

(vi) Any Contracts under which any Encumbrances
exist; and

(vii) Any other Contracts (other than Minor
Contracts and those described in any of (i) through (vi)
above) not made in the ordinary course of business.

(b) The Contracts listed in the W&C Disclosure Schedule
and the Contracts excluded from the W&C Disclosure Schedule based on the term
or amount thereof (other than Minor Contracts) are referred to herein as the
"W&C Contracts." W&C is not in Default under any W&C Contracts (including any
W&C Real Estate Leases and W&C Non-Real Estate Leases), which Default could
result in a Liability on the part of W&C in excess of $25,000 in any individual
case, and the aggregate Liabilities that could result from all such Defaults do
not exceed $50,000. W&C has not received any communication from, or given any
communication to, any other party indicating that W&C or such other party, as
the case may be, is in Default under any W&C Contract where such Default could
have a Material Adverse Effect. To the knowledge of W&C, none of the other
parties in any such W&C Contract is in Default thereunder.

5.17 Insurance. The W&C Disclosure Schedule lists all policies or
binders of insurance held by or on behalf of W&C, specifying with respect to
each policy the insurer, the amount of the coverage, the type of insurance, the
risks insured, the expiration date, the policy number and any pending claims
thereunder. There is no Default with respect to any such policy or binder, nor
has there been any failure to give any notice or present any claim under any
such policy or binder in a timely fashion or in the manner or detail required
by the policy or binder, except for any of the foregoing that would not,
individually or in the aggregate, have a Material Adverse Effect. There is no
notice of nonrenewal or cancellation with respect to, or disallowance of any
claim under, any such policy or binder that has been received by W&C, except
for any of the foregoing that would not, individually or in the aggregate, have
a Material Adverse Effect.

5.18 Intellectual Property and Confidential Information.

(a) W&C does not currently use nor has it previously used
in the development, production or marketing of its products and services any
Copyrights, Patents or Trademarks except for those listed in the W&C Disclosure
Schedule. W&C either owns the entire right, title and interest in, to and
under, or has a valid license to use all material Intellectual Property that
has been used in the operation of the W&C Business, in the ordinary course or
otherwise. All of the Intellectual Property listed in the W&C Disclosure
Schedule is owned by W&C, free and clear of any Encumbrances, or used pursuant
to an agreement that is described in the W&C Disclosure Schedule. W&C has not
infringed upon or unlawfully or wrongfully used any Intellectual Property
rights owned or claimed by another Person. W&C is not in Default, nor has it
received any notice of any claim of infringement or any other claim or
proceeding, with respect to any such Intellectual Property. Except for any
rights under written licenses or other written Contracts, no current or former
employee of W&C and no other Person owns or has any proprietary, financial or
other interest, direct or indirect, in whole or in part, and including any
right to royalties or other compensation, in any of the Intellectual Property.

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(b) To W&C's knowledge, (i) none of its Confidential
Information has been used, divulged or appropriated (A) for the benefit of any
Person other than W&C or (B) otherwise to the detriment of W&C, (ii) no
employee or consultant of W&C is subject to any contractual or legal
restrictions that might interfere with the use of his or her best efforts to
promote the interests of W&C, (iii) no employee or consultant of W&C has used
any other Person's trade secrets or other information that is confidential in
the course of his or her work with respect to the W&C Business, and (iv) no
employee or consultant of W&C is in Default under any term of any employment
contract, agreement or arrangement relating to the Intellectual Property, or
any confidentiality agreement or any other Contract or any restrictive covenant
relating to the Intellectual Property, or the development or exploitation
thereof.

5.19 Employee Relations. W&C is not (a) a party to, involved in or,
to W&C's knowledge, threatened by, any labor dispute or unfair labor practice
charge, or (b) currently negotiating any collective bargaining agreement. W&C
has not experienced during the last three years any work stoppage. W&C has
delivered to the Company and Futronix a complete and correct list of the names
and salaries, bonus and other cash compensation of all employees (including
officers) of W&C whose cash compensation was for 1995 or is expected to be for
1996 at least $50,000.

5.20 ERISA.

(a) The W&C Disclosure Schedule contains a complete list
of all Benefit Plans sponsored or maintained by W&C or under which W&C is
obligated. W&C has delivered to Futronix (i) accurate and complete copies of
all such Benefit Plan documents and all other material documents relating
thereto, including (if applicable) all summary plan descriptions, summary
annual reports and insurance contracts, (ii) accurate and complete detailed
summaries of all unwritten Benefit Plans, (iii) accurate and complete copies of
the most recent financial statements and actuarial reports with respect to all
such Benefit Plans for which financial statements or actuarial reports are
required or have been prepared and (iv) accurate and complete copies of all
annual reports for all such Benefit Plans (for which annual reports are
required) prepared within the last three years. Each such Benefit Plan
providing benefits that are funded through a policy of insurance is indicated
by the word "insured" placed by the listing of the Benefit Plan in the W&C
Disclosure Schedule.

(b) All such Benefit Plans conform (and at all times have
conformed) in all material respects to, and are being administered and operated
(and have at all times been administered and operated) in material compliance
with, the requirements of ERISA, the Code and all other applicable Laws. All
returns, reports and disclosure statements required to be made under ERISA and
the Code with respect to all such Benefit Plans have been timely filed or
delivered. There have not been any "prohibited transactions," as such term is
defined in Section 4975 of the Code or Section 406 of ERISA involving any of
the Benefit Plans, that could subject W&C to any material penalty or tax
imposed under the Code or ERISA.

(c) Except as is set forth in the W&C Disclosure
Schedule, any such Benefit Plan that is intended to be qualified under Section
401(a) of the Code and exempt from tax under Section 501(a) of the Code has
been determined by the Internal Revenue Service to be so qualified or an
application for such determination is pending. Any such determination that has
been obtained remains in effect and has not been revoked, and with respect to
any application that is pending, W&C has no reason to suspect that such
application for determination will be denied. Nothing has occurred since the
date of any such determination, or if there has been no such determination
there is no occurrence, that is reasonably likely to affect adversely the tax
qualification or the tax exemption status of the plan and its related trust, or
result in the imposition of excise taxes or income taxes on unrelated business
income under the Code or ERISA with respect to any such Benefit Plan.

(d) Neither W&C nor any person or entity that, together
with W&C, is treated as a Commonly Controlled Entity, sponsors a defined
benefit plan subject to Title IV of ERISA, or has a current or contingent
obligation to contribute to any multiemployer plan (as defined in Section 3(37)
of ERISA) and neither

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they nor their predecessor have ever contributed to such a multiemployer plan.
W&C does not have any liability with respect to any employee benefit plan (as
defined in Section 3(3) of ERISA) other than with respect to the Benefit Plans.

(e) There are no pending or, to the knowledge of W&C,
threatened claims by or on behalf of any such Benefit Plans, or by or on behalf
of any individual participants or beneficiaries of any such Benefit Plans,
alleging any breach of fiduciary duty on the part of W&C or any of its
officers, directors or employees under ERISA or any other applicable
regulations, or claiming benefit payments (other than those made in the
ordinary operation of such plans), nor is there, to the knowledge of W&C, any
basis for such claim. The Benefit Plans are not the subject of any pending (or
to the knowledge of W&C, any threatened) investigation or audit by the Internal
Revenue Service, the Department of Labor or the PBGC.

(f) W&C has timely made all required contributions under
such Benefit Plans including the payment of any premiums payable to the PBGC
and other insurance premiums.

(g) With respect to any such Benefit Plan that is a
Welfare Plan and except as specified in the W&C Disclosure Schedule, (i) each
Welfare Plan for which contributions are claimed by W&C as deductions under any
provision of the Code is in material compliance with all applicable
requirements pertaining to such deduction, (ii) with respect to any welfare
benefit fund (within the meaning of Section 419 of the Code) related to a
Welfare Plan, there is no disqualified benefit (within the meaning of Section
4976(b) of the Code) that would result in the imposition of a tax under Section
4976(a) of the Code, (iii) any Benefit Plan that is a group health plan (within
the meaning of Section 4980B(g)(2) of the Code) complies, and in each and every
case has complied, with all of the applicable material requirements of Section
4980B of the Code, ERISA, Title XXII of the Public Health Service Act and the
Social Security Act, and (iv) all Welfare Plans may be amended or terminated at
any time on or after the Closing Date. Except as specified in the W&C
Disclosure Schedule, no Benefit Plan provides any health, life or other welfare
coverage to employees of W&C beyond termination of their employment with W&C by
reason of retirement or otherwise, other than coverage as may be required under
Section 4980B of the Code or Part 6 of ERISA, or under the continuation of
coverage provisions of the laws of any state or locality.

(h) Except for the vesting of Scott's W&C Option and with
respect to the Value Appreciation Bonus, neither the execution and delivery of
this Agreement nor the consummation of the transactions contemplated hereby
will (i) result in any payment to be made by W&C or a Commonly Controlled
Entity (including, without limitation, severance, unemployment compensation,
golden parachute (as defined in Code Section 280G or otherwise)) becoming due
to any employee or former employee, officer or director, or (ii) increase or
vest any benefits payable under any Benefit Plan.

(i) Except as otherwise set forth in the W&C Disclosure
Schedule, any amount that could be received (whether in cash or property or the
vesting of property) as a result of any of the transactions contemplated by
this Agreement by any employee, officer or director of W&C or any of its
subsidiaries who is a "disqualified individual" (as such term is defined in
proposed Treasury Regulation Section 1.280G-1) under any employment, severance
or termination agreement, other compensation arrangement or Benefit Plan
currently in effect would not be characterized as an "excess parachute payment"
(as such term is defined in Section 280(G)(b)(1) of the Code).

5.21 Corporate Records. The minute book of W&C contains complete,
correct and current copies of its Charter Documents and bylaws and of all
minutes of meetings, resolutions and other proceedings of its Board of
Directors and sole shareholder. The stock record books of W&C are complete,
correct and current.

5.22 Absence of Certain Changes. Except as contemplated by this
Agreement and as specified in the W&C Disclosure Schedule, since the Balance
Sheet Date W&C has conducted the W&C Business in the ordinary course and there
has not been with respect to the W&C Business:

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(b) any distribution or payment declared or made in
respect of its capital stock by way of dividends, purchase or redemption of
shares or otherwise;

(d) any sale, assignment or transfer of Assets, or any
additions to or transactions involving any Assets, other than those made in the
ordinary course of business;

(e) other than in the ordinary course of business, any
waiver or release of any claim or right or cancellation of any debt held; or

(f) any payments to any Affiliate of W&C.

5.23 Previous Sales; Warranties. W&C has not breached any express
or implied warranties in connection with the sale or distribution of goods or
the performance of services, except for breaches that, individually and in the
aggregate, would not have a Material Adverse Effect.

5.24 Customers and Suppliers. W&C has used its reasonable business
efforts to maintain, and currently maintains, good working relationships with
all of its customers and suppliers. The W&C Disclosure Schedule contains a
list of the names of each of the ten customers that, in the aggregate, for the
year ended December 31, 1995, were the largest dollar volume customers of
products or services, or both, sold by W&C, and the dollar volume of sales to
such customers for the years ended December 31, 1993 and 1994. Except as
specified in the W&C Disclosure Schedule, none of such customers has given W&C
notice terminating, cancelling or threatening to terminate or cancel any
Contract or relationship with W&C. The W&C Disclosure Schedule also contains a
list of the names of each of the ten suppliers that, in the aggregate, for the
year ended December 31, 1995, were the largest dollar volume suppliers of
products or services, or both, purchased by W&C. Except as specified in the
W&C Disclosure Schedule, none of such suppliers has given W&C notice
terminating, cancelling or threatening to terminate or cancel any Contract or
relationship with W&C.

5.25 Finder's Fees. No Person retained by W&C is or will be
entitled to any commission or finder's or similar fee in connection with the
Transactions.

5.26 Additional Information. The W&C Disclosure Schedule
accurately lists the following:

(a) the names of all officers and directors of W&C;

(b) the names and addresses of every bank or other
financial institution in which W&C maintains an account (whether checking,
saving or otherwise), lock box or safe deposit box, and the account numbers and
names of Persons having signing authority or other access thereto;

(d) the names of any Persons holding powers of attorney
from W&C and a summary statement of the terms thereof; and

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(e) all names under which W&C has conducted any part of
its Business or which it has otherwise used at any time during the past five
years.

5.27 Accuracy of Information. No representation or warranty by W&C
in any Transaction Document, and no information contained herein or therein or
otherwise delivered by or on behalf of W&C to the Company or Futronix pursuant
to any Transaction Document, including the W&C Financial Statements, contains
any untrue statement of any material fact or omits to state any material fact
necessary in order to make the statements contained herein or therein not
misleading in light of the circumstances under which such statements were made.

5.28 Previous Disclosures. The statements and disclosures included
in the Futronix Systems S-1, as they relate to W&C and its Affiliates, do not
contain any untrue statement of any material fact or omit to state any material
fact necessary in order to make the statements contained therein not misleading
in light of the circumstances under which such statements and disclosures were
made.

5.29 Section 368 Representations.

(a) Except as set forth on the W&C Disclosure Schedule,
there have not been any sales or redemptions of W&C capital stock in
contemplation the Merger. The W&C Disclosure Schedule sets forth all
transactions in the capital stock of W&C during the past twelve months.

(b) The liabilities of W&C to be assumed by Acquisition
Company as part of the Merger and the liabilities to which the transferred
assets of W&C will be subject were incurred by W&C in the ordinary course of
business.

(c) W&C (or the Surviving Corporation, if the Merger
becomes effective) will pay its own expenses which are incurred in connection
with the Merger.

(d) Except for sales of Inventory in the ordinary course
of business, W&C has not disposed of any assets (either as a dividend or
otherwise) constituting more than 10% of the fair market value of all of its
assets (ignoring any liabilities) at any time either during the past twelve
months or in contemplation of the Merger.

(e) W&C is not an investment company as defined in
Section 368(a)(2)(F)(iii) and (iv) of the Code.

(f) W&C is not under the jurisdiction of a court in a
Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the
Code.

6. Representations and Warranties of the Company and the Acquisition
Company.

The Company and Acquisition Company hereby represent and warrant to
Futronix and W&C as follows:

6.1 Corporate Status. Each of the Company and Acquisition Company
is a corporation duly organized, validly existing and in good standing under
the laws under which it was organized and is qualified to do business as a
foreign corporation in any jurisdiction where it is required to be so qualified
except where the failure to so qualify would not have a Material Adverse
Effect. The Charter Documents and bylaws of each of the Company and
Acquisition Company that have been delivered to Futronix and W&C as of the date
hereof are effective under applicable Laws and are current, correct and
complete.

6.2 Authorization. Each of the Company and Acquisition Company
has the requisite power and authority to execute and deliver the Transaction
Documents to which it is a party and to perform the Transactions performed or
to be performed by it. Such execution, delivery and performance by each of the
Company and

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Acquisition Company have been duly authorized by all necessary corporate
action, subject only to the approval of the Amendment and the Merger by the
shareholders of the Company. On or prior to the date hereof, the Board of
Directors of the Company has determined to recommend approval of the Amendment
and the Merger to the shareholders of the Company, and such determination is in
effect as of the date hereof. Each Transaction Document executed and delivered
by either the Company or Acquisition Company has been duly executed and
delivered by such Party and constitutes a valid and binding obligation of such
Party, enforceable against such Party in accordance with its terms.

6.3 Financial Reports. The Company has previously furnished to
Futronix and W&C a true and complete copy of (i) its 1996 Annual Report to
Shareholders, which report (the "1996 Annual Report") includes, among other
things, consolidated balance sheets of the Company and its Subsidiaries as of
March 30, 1996 and April 1, 1995, the related consolidated statements of
earnings, cash flows and stockholders' equity for each of the three fiscal
years in the period ended March 30, 1996, and (ii) its quarterly report on Form
10-Q for the quarter ended June 29, 1996 (the "Quarterly Report") which report
includes among other things the unaudited balance sheet of the Company and its
subsidiaries as of June 29, 1996 and the related unaudited consolidated
statements of earnings and cash flows for the three-month periods ended June
29, 1996 and July 1, 1995 (collectively, the "Company Financial Statements").
The Company Financial Statements have been prepared in accordance with GAAP
consistently applied (except in the case of the Quarterly Report as otherwise
permitted by the SEC), present fairly the consolidated financial position and
consolidated assets and liabilities of the Company and its subsidiaries as of
the dates thereof, and the results of operations and cash flows for the
periods then ended, subject in the case of unaudited Company Financial
Statements to normal recurring year-end adjustments and the absence of notes.
Since March 31, 1994, the Company has made all filings required to be made in
compliance with the Exchange Act, and such filings did not contain any untrue
statement of any material fact and did not omit to state any material fact
necessary in order to make the statements contained therein not misleading in
light of the circumstances under which such statements and disclosures were
made.

6.4 Capitalization.

(a) The total authorized capital stock of the Company
consists of (i) 30,000,000 shares of Company Common Stock, of which 23,967,050
shares were issued and outstanding as of September 23, 1996, and (ii) 2,000,000
shares of Company Preferred Stock, of which no shares are issued and
outstanding. The shares of the Company Common Stock to be issued pursuant to
this Agreement, when so issued, will be duly and validly authorized and issued,
fully paid and non- assessable, and not issued in violation of any preemptive
right.

(b) The total authorized capital stock of the Acquisition
Company consists of 1,000 shares of common stock, par value $0.01 per share, of
which 100 shares are issued and outstanding on the date hereof and will be
issued and outstanding as of the Closing. There are no existing options,
warrants, calls, commitments or other rights of any character (including
conversion or preemptive rights) relating to the acquisition of any issued or
unissued capital stock or other securities of the Acquisition Company. All of
such shares are duly and validly authorized and issued, fully paid and
non-assessable. The Company owns all of such shares of the Acquisition
Company.

6.5 Consent and Approvals. Except for the approval of the
Amendment and the Merger by the Company's shareholders, the filing of the
Articles of Merger, any approvals or filings required under federal or state
securities laws and any approvals or filings required under the HSR Act,
neither the execution and delivery by the Company or the Acquisition Company of
the Transaction Documents to which it is a party, nor the performance of the
Transactions performed or to be performed by the Company or the Acquisition
Company, require any filing, consent or approval, constitute a Default or cause
any payment obligation to arise under (a) any Law or Court Order to which the
Company or the Acquisition Company is subject, (b) the Charter Documents or
bylaws of the Company or the Acquisition Company or (c) any material Contract,
Governmental Permit or other

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document to which the Company or the Acquisition Company is a party or by which
the properties or other assets of either of them may be subject.

6.6 Accuracy of Information. No representation or warranty by the
Company in any Transaction Document, and no information contained herein or
therein or otherwise delivered by or on behalf of the Company to W&C or
Futronix pursuant to any Transaction Document, including the Company Financial
Statements, contains any untrue statement of any material fact or omits to
state any material fact necessary in order to make the statements contained
herein or therein not misleading in light of the circumstances under which such
statements were made.

6.7 Absence of Material Adverse Change. Except as disclosed in
the Company's filings under the Exchange Act, since June 30, 1996 there has not
occurred with respect to the Company Business any change that has had or is
reasonably likely to have a Material Adverse Effect.

6.8 No Undisclosed Liabilities. Except as disclosed in the
Company's filings under the Exchange Act, the Company does not have any
Liabilities except those incurred in the ordinary course of business since June
30, 1996 which, individually or in the aggregate, are not material to the
Company Business.

6.9 Section 368 Representations.

(a) The Company is in control of the Acquisition Company
within the meaning of Section 368(c) of the Code and will remain in control of
the Acquisition Company after the merger.

(b) The Company and the Acquisition Company have no intent to
reacquire any of the Company Common Stock to be issued in connection with the
Merger.

(d) The Company has no plan or intention after the Merger to
liquidate the Acquisition Company, to merge the Acquisition Company into
another corporation, to distribute its Acquisition Company stock, to sell or
otherwise dispose of its Acquisition Company stock, or to cause the Acquisition
Company to sell or otherwise dispose of any of the assets of the Combined
Target, except for dispositions made in the ordinary course of business or
transfers described in Section 368(a)(2)(C) of the Code.

7. Representations and Warranties of Bruno and the Futronix Shareholder
Parties.

Bruno, Monahan and each Futronix Shareholder Party (each a
"Representing Party") hereby represents and warrants, with respect to himself,
herself or itself only, to the other Parties as follows:

7.1 Authorization. In the case of any Representing Party that is
not a natural person, such Representing Party has the requisite power and
authority to execute and deliver the Transaction Documents to which it is a
party and to perform the Transactions to be performed by it, and such
execution, delivery and performance by such Representing Party (if applicable)
have been duly authorized by all necessary corporate, partnership or trust
action. Each Transaction Document executed and delivered by the Representing
Party has been duly executed and delivered by such Representing Party and
constitutes a valid and binding obligation of such Representing Party,
enforceable against such Representing Party in accordance with its terms.

7.2 Consents and Approvals. Neither the execution and delivery by
the Representing Party of the Transaction Documents to which it is a party, nor
the performance of the Transactions by such Representing Party, require any
filing, consent or approval or constitute a Default under (a) any Law or Court
Order to which such Representing Party is subject, (b) in the case of any
Representing Party that is not a natural person, the Charter

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Documents or any bylaws of such Representing Party or (c) any material
Contract, Governmental Permit or other document to which the Representing Party
is a party or by which the properties or other assets of such Representing
Party may be subject.

7.3 Stock Ownership. In the case of each Futronix Shareholder
Party, the Futronix Shareholder Party owns all of the Futronix Securities
specified for such Representing Party in the Futronix Disclosure Schedule, free
and clear of any Encumbrances. Bruno owns 1,000 shares of W&C Common Stock,
which constitute all of the issued and outstanding shares of capital stock of
W&C, free and clear of any Encumbrances other than the W&C Options.

7.4 Finder's Fees. No Person retained by such Representing Party
is or will be entitled to any commission or finder's or similar fee in
connection with the Transactions.

7.5 Previous Disclosures. The statements and disclosures included
in the Futronix Systems S-1, as they relate to such Representing Party, do not
contain any untrue statement of any material fact or omit to state any material
fact necessary in order to make the statements contained therein not misleading
in light of the circumstances under which such statements and disclosures were
made.

7.6 Section 368 Representations.

(a) There is no plan or intention by Hunt to sell or
otherwise dispose of any shares of Company Common Stock received by him
pursuant to the Merger. There is no plan or intention by any other
Representing Party to sell or otherwise dispose of any shares of Company Common
Stock received by it pursuant to the Merger that would reduce such Representing
Party's holdings to a number of shares having a total fair market value at the
Effective Time of less than fifty percent (50%) of the total fair market value
of all of such Representing Party's holdings of Futronix capital stock or W&C
capital stock outstanding immediately prior to the Effective Time. For
purposes of this Section 7.6, shares of Futronix capital stock surrendered by
dissenting shareholders and shares of Futronix capital stock and W&C capital
stock sold, redeemed or otherwise disposed of prior or subsequent to and as of
a part of the overall transaction contemplated by the Transaction Documents
will be considered to be capital stock of Futronix and W&C, respectively,
outstanding immediately prior to the Merger.

(b) Neither the Company nor Acquisition Company will
assume any debts or obligations of the Representing Parties as part of the
Merger.

7.7 Transfer Restrictions.

(a) Each Representing Party agrees that it will not sell,
pledge, transfer or otherwise dispose of any Futronix Securities, W&C Common
Stock, W&C Options (or capital stock acquired upon conversion or exercise
thereof) within 30 days prior to the Effective Time. Such Representing Party
further agrees that until the publication of financial results covering at
least 30 days of post-Merger combined operations of the Company, Futronix &
W&C, it will not sell, pledge, transfer or otherwise dispose of any shares of
the Company Common Stock to be acquired by him in the Merger or pursuant to the
Value Appreciation Bonus or the exercise of the Company Warrants or the Option
Agreements. Such Representing Party further agrees that he will not sell,
pledge, transfer or otherwise dispose of any Company Common Stock to be
acquired by him in the Merger except in a manner which is consistent with any
additional requirements for the Company's accounting for the Merger as a
pooling of interests imposed by statute, regulation, policy or procedures,
pronouncements or other similar requirements established or otherwise imposed
by persons other than the Company, including without limitation any

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new requirements imposed by the applicable provisions of the Securities Act,
the Exchange Act, and the respective rules and regulations thereunder.

(b) Such Representing Party further acknowledges and
agrees that it will be subject to Rule 145 promulgated by the SEC under the
Securities Act, and agrees not to transfer any Company Common Stock received by
it in the Merger except in compliance with the applicable provisions of the
Securities Act, the Exchange Act, and the respective rules and regulations
thereunder.

(c) Such Representing Party agrees that the certificates
evidencing the shares of Company Common Stock to be issued to it in the Merger
or pursuant to the Value Appreciation Bonus or the exercise of the Company
Warrants or the Option Agreements will bear a restrictive transfer legend in
substantially the following form:

The shares represented by this certificate are subject to a
Reorganization Agreement dated September 25, 1996 which
restricts the sale or other transfer of such shares. The
issuer will furnish to the record holder of this certificate,
without charge, upon written request to the issuer at its
principal place of business, a copy of the Reorganization
Agreement.

The Company agrees to instruct its transfer agent to remove
the restrictive legend from any certificates evidencing shares subject
hereto promptly following the expiration of the transfer restrictions
described in this Agreement.

8. Covenants Related to the Registration of Shares.

8.1 Registration Statement.

(a) The Company shall prepare and file with the SEC as
soon as reasonably practicable after the date hereof (i) a registration
statement on Form S-4 under the Securities Act for purposes of registering the
Company Common Stock to be issued in the Merger under Section 2 and (ii) a
joint proxy statement to be distributed by the Company, Futronix and W&C in
connection with the Company Special Meeting, the Futronix Special Meeting and
the W&C Consent (the "Joint Proxy Statement"). Such registration statement on
Form S-4 and any amendments or supplements thereto are referred to herein as
the "Registration Statement." The Company shall use commercially reasonable
efforts to have the Registration Statement declared effective under the
Securities Act as promptly as practicable after its filing, and Futronix and
W&C shall use commercially reasonable efforts to cooperate with the Company to
cause the Registration Statement to be declared effective. The Company, the
Acquisition Company, Futronix and W&C (the "Corporate Parties") shall also take
such action as may be reasonably required to cause the shares covered by the
Registration Statement to be registered or to obtain an exemption from
registration under applicable state "blue sky" or securities laws. In
connection with the foregoing, Futronix and W&C will furnish to the Company all
information concerning Futronix and W&C as the Company or its counsel may
reasonably request that is required or customary for inclusion in the
Registration Statement.

(b) The Company covenants that the Registration Statement
(i) will comply in all material respects with the applicable provisions of the
Securities Act and the rules and regulations promulgated thereunder and (ii)
will not at the time such document is filed with the SEC or at any time after
it becomes effective under the Securities Act until the Closing contain any
untrue statement of any material fact or omit to state any material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading, or necessary to correct any statement in any earlier filing with
the SEC of the Registration Statement; provided, however, that no
representation, covenant or agreement is made by the Company with respect to
information supplied by or on behalf of Futronix or W&C or their respective
Affiliates for inclusion in the Registration Statement.

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(c) Futronix covenants that the Registration Statement as
it relates to Futronix and its Affiliates (i) will comply in all material
respects with the applicable provisions of the Securities Act and the rules and
regulations promulgated thereunder and (ii) will not at the time such document
is filed with the SEC or at any time after it becomes effective under the
Securities Act and until the Closing contain any untrue statement of any
material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading, or necessary to
correct any statement in any earlier filing with the SEC of the Registration
Statement.

(d) W&C covenants that the Registration Statement as it
relates to W&C and its Affiliates (i) will comply in all material respects with
the applicable provisions of the Securities Act and the rules and regulations
promulgated thereunder and (ii) will not at the time such document is filed
with the SEC or at any time after it becomes effective under the Securities Act
and until the Closing contain any untrue statement of any material fact or omit
to state any material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which they
were made, not misleading, or necessary to correct any statement in any earlier
filing with the SEC of the Registration Statement.

(e) The Company shall cause to be delivered to Futronix
and W&C a letter of Grant Thornton LLP, Futronix shall cause to be delivered to
the Company and W&C a letter of Deloitte & Touche LLP, and W&C shall cause to
be delivered to the Company and Futronix a letter of Gross Collins Cress, P.C.,
dated the date of the Registration Statement, and addressed to such other
Corporate Parties, in form and substance reasonably satisfactory to such other
Corporate Parties (with such changes to which such other Corporate Parties
shall consent, it being understood that such consent shall not be unreasonably
withheld) to the effect that, except as noted therein:

(i) they are independent certified public
accountants within the meaning of the Securities Act,
including the applicable published regulations thereunder;

ii) the financial statements of the applicable
Corporate Party certified by them and included in the
Registration Statement comply as to form in all material
respects with the applicable accounting requirements of the
Securities Act, including the published regulations
thereunder; and

(iii) they have carried out procedures to a
specified date not more than three business days prior to the
effective date of the Registration Statement that do not
constitute an audit in accordance with GAAP of the financial
statements of the applicable Corporate Party, as follows: (A)
read the unaudited financial statements of the applicable
Corporate Party included in the Registration Statement, (B)
read the unaudited financial statements of the applicable
Corporate Party for the period from the date of the most
recent financial statements included in the Registration
Statement through the date of the latest available interim
financial statements, (C) read the minutes of the meetings of
shareholders and Boards of Directors of the applicable
Corporate Party from the date of the most recent financial
statements of the applicable Corporate Party included in the
Registration Statement to such date not more than three
business days prior to the effective date of such Registration
Statement and (D) consulted with certain officers of the
applicable Corporate Party responsible for financial and
accounting matters as to whether any of the changes or
decreases referred to below has occurred, and based on such
procedures, nothing has come to their attention which would
cause them to believe that (1) any unaudited financial
statements of the applicable Corporate Party included in the
Registration Statement do not comply as to form in all
material respects with the applicable accounting requirements
of the Securities Act and of the published regulations
thereunder; (2) such unaudited financial statements are not
fairly presented in conformity

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with GAAP (except as permitted by Form 10-Q promulgated by the
SEC) applied on a basis substantially consistent with that of
the audited financial statements of the applicable Corporate
Party included in the Registration Statement; (3) as of such
date not more than five business days prior to the effective
date of any Registration Statement, there was not, except as
set forth in such letter, any (a) change in capital stock,
treasury stock or long-term debt of the applicable Corporate
Party, or (b) any decrease in capital in excess of par value,
retained earnings, net assets, net current assets or
investments of the applicable Corporate Party, in each case as
compared with the amounts shown in the most recent balance
sheet of the applicable Corporate Party included in the
Registration Statement; or (4) for the period from the date of
such balance sheet to the end of the month immediately
preceding the effective date of the Registration Statement,
there were not, except as set forth in such letter, any
decreases, as compared with the corresponding period in the
preceding year, in revenues or in the total or per share
amounts of income before extraordinary items, income before
income taxes or net income of the applicable Corporate Party.

8.2 HSR Act Filings. Each Party shall prepare and cause to be
filed with the appropriate governmental authorities, as soon as reasonably
practicable after the date hereof, any required Notification and Report Form
for Certain Mergers and Acquisitions or response thereto, as required by the
HSR Act, and any necessary supplements and amendments thereto. The Parties
will use commercially reasonable efforts to cooperate in promptly preparing and
filing the Notification and Report Form and seeking the prompt expiration of
the applicable waiting period.

8.3 New York Stock Exchange. The Company shall prepare and file
an application with the New York Stock Exchange to list on the New York Stock
Exchange the Company Common Stock issuable in connection with the Transactions
effective as of the Closing Date and will use commercially reasonable efforts
to cause such application to be approved by the Closing Date.

8.4 Escrow of Closing Documents. Each Party to the extent
practical shall deliver to the Company on or before the date of the Company
Special Meeting all of the respective Securityholder Documents to be delivered
under Section 2.12 (in the case of each Futronix Shareholder Party and Bruno)
and the other documents to be delivered by such Party at the Closing pursuant
to Sections 13, 14 and 15 or any other provision hereof (the "Closing
Documents"), all of which shall be duly executed but undated as of such
delivery. Each such other Party hereby authorizes the Company to hold its
respective Closing Documents in escrow pending the Closing and to date and
deliver such Closing Documents at the Closing on behalf of such other Party if
the respective conditions applicable to such other Party in Sections 13, 14 and
15 have been satisfied or waived in accordance with the terms hereof.

8.5 S-8 Registration. The Company agrees to use commercially
reasonable efforts to register under the Securities Act on Form S-8 (and
maintain the effectiveness of such registration statement) the Company's
proposed issuance of shares of Company Common Stock to Monahan pursuant to the
Value Appreciation Bonus and the proposed grants of Employee Options (and the
issuance of shares of Company Common Stock pursuant to the exercise thereof);
provided, however, that in the event that Form S-8 is not available for use in
registering the shares of Company Common Stock to be issued to Monahan pursuant
to the Value Appreciation Bonus, the Company shall use commercially reasonable
efforts to register under the Securities Act on Form S-3 pursuant to Rule 415
(and maintain the effectiveness of such registration statement for not more
than 2 years after the Closing Date) the resale by Monahan of such shares of
Company Common Stock.

9. Covenants of Futronix and the Futronix Shareholder Parties.

9.1 Fulfillment of Closing Conditions. At and prior to the
Closing, Futronix shall use commercially reasonable efforts prior to the
Termination Date to fulfill the conditions specified in Sections 13 and 14 to
the extent

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that the fulfillment of such conditions is within its control,
except that Futronix shall not be required to pay or expend any material amount
of funds that may be necessary to correct any Default under the representations
and warranties of Futronix or to fulfill any of such conditions. In connection
with the foregoing, Futronix will (a) refrain from any actions that would cause
any of its representations and warranties to be inaccurate in any material
respect as of the Closing, (b) execute and deliver the agreements and other
documents referred to in Section 14, (c) comply in all material respects with
all applicable Laws in connection with its execution, delivery and performance
of this Agreement and the Transactions, (d) use commercially reasonable efforts
to obtain in a timely manner all necessary waivers, consents and approvals
required under any Laws, Contracts or otherwise, including any Futronix
Required Consents, and (e) use commercially reasonable efforts to take, or
cause to be taken, all other actions and to do, or cause to be done, all other
things reasonably necessary, proper or advisable to consummate and make
effective as promptly as practicable the Transactions. Futronix shall give the
Company and W&C prompt written notice of any event or development that occurs
or fails to occur (and that is known to Futronix) that gives Futronix reason to
believe that the conditions set forth in Sections 13 and 14 will not be
satisfied prior to the Termination Date.

9.2 Conduct of the Business. Futronix shall not do any of the
following prior to the Closing unless waived by the Company in writing: amend
its Charter Documents or bylaws; merge or consolidate with, or purchase
substantially all of the assets of, or otherwise acquire any business of, any
corporation, partnership or other business organization or business division
thereof; issue (other than upon the exercise or conversion of existing rights)
additional shares of or split, combine or reclassify its outstanding capital
stock; enter into any Contract or otherwise incur any Liability outside the
ordinary course of business unless the aggregate executory obligations on the
part of Futronix are less than $100,000; discharge or satisfy any Encumbrance
or pay or satisfy any material Liability except pursuant to the terms thereof;
compromise, settle or otherwise adjust any material claim or litigation; or
make any capital expenditures which, along with all capital expenditures made
since June 30, 1996, aggregate more than $100,000; provided, however that
Futronix shall be entitled to pay its Deal Expenses. Nothing contained in this
Agreement shall give the Company or W&C, directly or indirectly, the right to
control or direct Futronix's operations.

9.3 Access to Information. Futronix shall give the Company and
W&C, and their respective representatives (including accountants, counsel and
employees, each, a "Representative"), upon reasonable notice and during normal
business hours, full access to the properties, contracts, books, records and
affairs of Futronix. Futronix shall cause its officers and employees to
furnish to the Company and W&C all documents, records and information (and
copies thereof) as the Company and W&C may reasonably request.

9.4 No Solicitation. From and after the date hereof, Futronix,
without the prior written consent of the Company and W&C, will not, and will
not authorize or permit any of the Representatives of Futronix to, directly or
indirectly, solicit, initiate or encourage (including by way of furnishing
information) or take any other action to facilitate knowingly any inquiries or
the making of any proposal that constitutes or may reasonably be expected to
lead to an Acquisition Proposal from any Person, or engage in any discussion or
negotiations relating thereto or accept any Acquisition Proposal. Futronix
shall notify both the Company and W&C orally and in writing of any such
inquiries, offers or proposals (including the terms and conditions of any such
proposal and the identity of the person making it), within 24 hours of the
receipt thereof, shall keep both the Company and W&C informed of the status and
details of any such inquiry, offer or proposal, and shall give both the Company
and W&C five days' advance notice of any agreement to be entered into with, or
any information to be supplied to, any Person making such inquiry, offer or
proposal. As used herein, "Acquisition Proposal" means a proposal or offer
(other than pursuant to this Agreement) for a tender or exchange offer, merger,
consolidation or other business combination involving any proposal to acquire
in any manner a substantial equity interest in, or all or substantially all of
the assets of, (i) Futronix, in the case of this Section 9.4, or (ii) W&C, in
the case of Section 10.4.

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9.5 Futronix Special Meeting. In connection with the Futronix
Special Meeting, Futronix shall (a) deliver to its shareholders as promptly as
practicable the Joint Proxy Statement and all other proxy materials for such
meeting (or action by written consent), (b) use all reasonable efforts to
obtain the necessary approvals (or written consents) by its shareholders of the
Merger and this Agreement and (c) otherwise comply with all legal requirements
applicable to such meeting (or action by written consent).

9.6 Rule 145 Affiliates. Promptly after the date hereof, Futronix
shall identify in a letter to the Company all Persons who might, at the time of
the Futronix Special Meeting, be deemed to be "affiliates" of the Company for
the purposes of Rule 145 under the Securities Act (the "Securities Act
Affiliates") and shall use its best efforts to cause each Person who is
identified as a possible Securities Act Affiliate to enter into prior to the
Effective Time an agreement in form and substance reasonably acceptable to the
Company pursuant to which (i) each such Person acknowledges such Person's
responsibilities as a Securities Act Affiliate, and (ii) agrees to comply with
the security transfer restrictions described in Section 7.7 hereof.

9.7 Expenses. Futronix (or the Surviving Corporation, if the
Merger becomes effective) shall pay all of the legal, accounting and other
expenses incurred by Futronix in connection with the Transactions, including
the following: fees and other costs payable with respect to providing
information for inclusion in the Registration Statement; fees and expenses of
Deloitte & Touche LLP for work related to Futronix; fees and expenses of legal
counsel to Futronix; and travel expenses of representatives of Futronix.

9.8 Related Parties. Futronix shall perform its obligations
hereunder and under any other Transaction Document, and the Futronix
Shareholder Parties, to the extent that they have the power to do so, shall
cause Futronix to perform its obligations hereunder and under any other
Transaction Document.

9.9 Termination of Futronix Shareholders Agreement. The Futronix
Shareholder Parties hereby terminate the Futronix Shareholders Agreement as of
the Effective Time and confirm their consent to the Transactions for purposes
of the Futronix Shareholders Agreement.

9.10 Pooling Accounting. Neither Futronix nor any of its
Affiliates has agreed to take or will take any action that would prevent the
Company or Acquisition Company from accounting for the business combinations to
be effected by the Merger as a pooling of interests.

9.11 Amendment of Lease. Hunt and Futronix agree to enter into an
amendment (the "Lease Amendment") of the Lease Agreement dated January 1, 1994
under which Futronix leases warehouse space at Weaver Industrial Park, 12614
Hempstead Highway, Houston, Texas pursuant to which Hunt, individually, shall
indemnify Futronix against any liability arising from certain environmental
conditions at such location.

10. Covenants of W&C and Bruno.

10.1 Fulfillment of Closing Conditions. At and prior to the
Closing, W&C shall use commercially reasonable efforts prior to the Termination
Date to fulfill the conditions specified in Sections 13 and 14 to the extent
that the fulfillment of such conditions is within its control, except that W&C
shall not be required to pay or expend any material amount of funds that may be
necessary to correct any Default under the representations and warranties of
W&C or to fulfill any of such conditions. In connection with the foregoing,
W&C will (a) refrain from any actions that would cause any of its
representations and warranties to be inaccurate in any material respect as of
the Closing, (b) execute and deliver the agreements and other documents
referred to in Section 14, (c) comply in all material respects with all
applicable Laws in connection with its execution, delivery and performance of
this Agreement and the Transactions, (d) use commercially reasonable efforts to
obtain in a timely manner all necessary waivers, consents and approvals
required under any Laws, Contracts or otherwise, including any W&C Required
Consents, and (e) use commercially reasonable efforts to take, or cause to be
taken, all other actions and to do, or cause to be done, all other things
reasonably necessary, proper or advisable to consummate and make effective as

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promptly as practicable the Transactions. W&C shall give the Company and
Futronix prompt written notice of any event or development that occurs or fails
to occur (and that is known to W&C) that gives W&C reason to believe that the
conditions set forth in Sections 13 and 14 will not be satisfied prior to the
Termination Date.

10.2 Conduct of the Business. W&C shall not do any of the
following prior to the Closing unless waived by the Company in writing: amend
its Charter Documents or bylaws; merge or consolidate with, or purchase
substantially all of the assets of, or otherwise acquire any business of, any
corporation, partnership or other business organization or business division
thereof; issue (other than upon the exercise or conversion of existing rights)
additional shares of or split, combine or reclassify its outstanding capital
stock; enter into any Contract or otherwise incur any Liability outside the
ordinary course of business unless the aggregate executory obligations on the
part of W&C are less than $100,000; discharge or satisfy any Encumbrance or pay
or satisfy any material Liability except pursuant to the terms thereof;
compromise, settle or otherwise adjust any material claim or litigation; or
make any capital expenditures which, along with all capital expenditures made
since June 30, 1996, aggregate more than $100,000; provided, however, that W&C
shall be entitled to pay its Deal Expenses. Nothing contained in this
Agreement shall give the Company or Futronix, directly or indirectly, the right
to control or direct W&C's operations prior to the Effective Time.

10.3 Access to Information. W&C shall give the Company and
Futronix and their respective Representatives, upon reasonable notice and
during normal business hours, full access to the properties, contracts, books,
records and affairs of W&C. W&C shall cause its officers and employees to
furnish to the Company and Futronix all documents, records and information (and
copies thereof) as the Company or Futronix may reasonably request.

10.4 No Solicitation. From and after the date hereof, W&C, without
the prior written consent of the Company and Futronix, will not, and will not
authorize or permit any of the Representatives of W&C to, directly or
indirectly, solicit, initiate or encourage (including by way of furnishing
information) or take any other action to facilitate knowingly any inquiries or
the making of any proposal that constitutes or may reasonably be expected to
lead to an Acquisition Proposal from any Person, or engage in any discussion or
negotiations relating thereto or accept any Acquisition Proposal. W&C shall
notify both the Company and Futronix orally and in writing of any such
inquiries, offers or proposals (including the terms and conditions of any such
proposal and the identity of the person making it), within 24 hours of the
receipt thereof, shall keep both the Company and Futronix informed of the
status and details of any such inquiry, offer or proposal, and shall give the
Company and Futronix five days' advance notice of any agreement to be entered
into with, or any information to be supplied to, any Person making such
inquiry, offer or proposal.

10.5 Rule 145 Affiliates. Promptly after the date hereof, W&C
shall identify in a letter to the Company all Persons who might, at the time of
the W&C Consent, be deemed to be Securities Act Affiliates and shall use its
best efforts to cause each Person who is identified as a possible Securities
Act Affiliate to enter into prior to the Effective Time an agreement in form
and substance reasonably acceptable to the Company pursuant to which (i) each
such Person acknowledges such Person's responsibilities as a Securities Act
Affiliate, and (ii) agrees to comply with the security transfer restrictions
described in Section 7.7 hereof.

10.6 Expenses. W&C (or the Surviving Corporation, if the Merger
becomes effective) shall pay all of the legal, accounting and other expenses
incurred by W&C in connection with the Transactions, including the following:
fees and other costs payable with respect to providing information for
inclusion in the Registration Statement; fees and expenses of Gross Collins
Cress, P.C. for work related to W&C; fees and expenses of legal counsel to W&C;
and travel expenses of representatives of W&C.

10.7 Related Parties. W&C shall perform its obligations hereunder
and under any other Transaction Document, and Bruno shall cause W&C to perform
its obligations hereunder and under any other Transaction Document.

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10.8 Pooling Accounting. Neither W&C nor any of its Affiliates has
agreed to take or will take any action that would prevent the Company or
Acquisition Company from accounting for the business combination to be effected
by the Merger as a pooling of interests.

10.9 New Bruno Options. Bruno shall grant to each of Monahan and
Scott at the Closing an option to purchase from Bruno shares of Company Common
Stock issuable to Bruno under Section 2.7 in the form of the Option Agreements
agreed to by Bruno, Monahan and Scott on the date hereof (the "Option
Agreements"), which Option Agreements provide for (a) in the case of Monahan,
the option to purchase 131,998 shares of Company Common Stock, (b) in the case
of Scott, the option to purchase 22,000 shares of Company Common Stock and (c)
in the case of Monahan and Scott, the cancellation of their respective W&C
Options.

11. Covenants of the Company.

11.1 Value Appreciation Bonus. The Company shall pay to Monahan
the Value Appreciation Bonus pursuant to the terms and conditions of the
Monahan Agreement.

11.2 Employment Agreements. At the Closing the Company and the
Surviving Corporation shall enter into Employment Agreements with each of
Bruno, Hunt, Monahan and Scott in the forms previously agreed to by the
Corporate Parties and such individuals (the "Employment Agreements"). Each of
Bruno, Hunt, Monahan and Scott shall enter into his respective Employment
Agreement at the Closing with the Company and the Surviving Corporation.

11.3 Stock Options. The Company will grant options (the "Employee
Options") to acquire an aggregate of up to 43,180 shares of Company Common
Stock at an exercise price per share equal to the fair market value of a share
of Company Common Stock on the date of grant to the Persons and for the
respective shares specified, in the case of 23,642 of such shares, by Hunt and,
in the case of 19,538 of such shares, by Bruno, none of which Persons shall
receive options to acquire more than 2,500 shares of Company Common Stock.

11.4 Debt Repayment; Release of Indebtedness Guarantee. The
Company agrees to repay at the Closing all principal and interest outstanding
at the Closing under the 7% Subordinated Promissory Notes issued by Futronix,
and agrees at or promptly after the Closing to repay outstanding borrowings
from financial institutions. As promptly as practicable after the Closing, the
Company and the Surviving Corporation will take such actions as are necessary
to release Bruno and Monahan from their personal guarantees of any indebtedness
of W&C that exists on the Closing Date.

11.5 Continuation of Certain Employment Arrangements after Merger.
The Surviving Corporation shall not, for a period of one year after the Merger
or such other period as the Parties may agree in writing, terminate, reassign
or reduce the compensation of those employees of W&C listed in the W&C
Disclosure Schedule, without the prior consent of Hunt and Bruno.

11.6 Board of Directors. Pursuant to Article 2.34 of the TBCA, at
the Effective Time the Board of Directors of the Company shall elect Hunt to
serve as a director of the Company in that class of directors whose term
expires at the 1997 Annual Meeting of Shareholders of the Company. Subject to
its fiduciary duties under applicable law, the Board of Directors of the
Company agrees to nominate Hunt for reelection as a director at the 1997 Annual
Meeting of Shareholders of the Company.

11.7 Status as Executive Officers. At the Effective Time, the
Company will not treat Bruno or Monahan as an officer for the purposes of
Section 16 of the Exchange Act, and for a period of one year after the Closing
will not change their respective positions or responsibilities so as to cause
either of them to become an officer for the purposes of Section 16 of the
Exchange Act.

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12. Payment of Subchapter S Liabilities.

12.1 1996 Tax Liabilities. Notwithstanding any other provision of
this Agreement, during the Interim Period (defined below), W&C may distribute
to Bruno an amount equal to the aggregate liabilities of Bruno, as the sole
shareholder of W&C, for federal and state income taxes (other than any interest
or penalties) with respect to the Subchapter S Income (defined below) for the
Interim Period (the "1996 Tax Liabilities"). The aggregate amount of the 1996
Tax Liabilities distributed by W&C to Bruno during the Interim Period is
referred to herein as the "Prior 1996 Tax Distributions." For the purposes of
this obligation, Bruno shall be deemed to be taxed at the maximum federal and
state income tax rates for Georgia residents. The remainder of any payments
due to or from Bruno with respect to the 1996 Tax Liabilities shall be paid in
accordance with Section 12.5 below.

12.2 1996 Income Distributions. Notwithstanding any other provision
of this Agreement, W&C may distribute to Bruno an amount equal to 25% of the
net income of W&C determined in accordance with GAAP (the "Allowed Distribution
Amount") during the Interim Period (the "1996 Income Distributions"). If,
during the period from January 1, 1996 through the date hereof (the
"Pre-Signing Period"), W&C shall have made distributions to Bruno (other than
amounts distributed by W&C to Bruno with respect to 1996 Tax Liabilities,
distributions made for the sole purpose of reimbursing Bruno for tax
liabilities attributable to Subchapter S Income for W&C's fiscal years ended
December 31, 1993 and 1995 or amounts paid to Bruno as wages and compensation
with respect to Bruno's role as an employee) (the "Income Distributions") that
in the aggregate exceed the Allowed Distribution Amount for the Pre-Signing
Period (the "Excess Distribution Amount"), W&C shall not make any further
Income Distributions to Bruno prior to the Closing Date except as otherwise
permitted hereunder. During the period from the date immediately following the
date hereof through the Closing Date (the "Post-Signing Period"), on the tenth
business day following the end of each month during the Post-Signing Period,
W&C shall determine the Allowed Distribution Amount (the "Allowed Distribution
Determination") for such month or such shorter period if the date hereof is not
the last day of a month, as the case may be (any such month or period being
referred to herein as the "Determination Period") and the Excess Distribution
Amount shall be reduced by the Allowed Distribution Amount determined for such
Determination Period, or increased by an amount equal to 25% of the net loss as
determined in accordance with GAAP for such Determination Period, as the case
may be. Prior to the Closing Date, such Allowed Distribution Determinations
shall continue until the Excess Distribution Amount shall have been reduced to
zero. In the event that the Excess Distribution Amount shall not have been
reduced to zero prior to the Closing Date, Bruno shall issue a note to the
Surviving Corporation at the Closing in a principal amount equal to the
remaining Excess Distribution Amount (the "Bruno Note"). The Bruno Note shall
(i) have a term of three years, (ii) bear interest at 7% per annum, which
interest shall be payable quarterly, and (iii) be payable in full on the third
anniversary of its issuance. If the Excess Distribution Amount is reduced to
zero prior to the Closing Date, W&C may resume making Income Distributions to
Bruno beginning the date on which the Excess Distribution Amount is reduced to
zero and up to and including the Closing Date (the "Remaining Distribution
Period"); provided, however, that such Income Distributions shall not exceed
the Allowed Distribution Amount for the Remaining Distribution Period. The
aggregate amount of the Income Distributions made to Bruno during the Interim
Period is referred to herein as the "Prior 1996 Income Distributions." The
remainder of any payments due to or from Bruno with respect to the 1996 Income
Distributions shall be paid in accordance with Section 12.5 below.

12.3 Subchapter S Income. For the purposes of this Agreement,
"Subchapter S Income" means the income of W&C that is required to be included
in Bruno's income under the "pass through" rules for S corporations under
Section 1366 of the Code.

12.4 Tax Liabilities. Following the Closing, the Surviving
Corporation will cause its accountants to prepare financial statements for W&C
in accordance with GAAP (the "Closing Financial Statements") for the period
from January 1, 1996 through and including the Closing Date (the "Interim
Period"). Those accountants shall also compute the Subchapter S Income for the
Interim Period, the 1996 Tax Liabilities and the 1996 Income Distributions.

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12.5 Final Payment. Promptly after delivery of the Closing
Financial Statements and the Surviving Corporation's reasonable approval
thereof, the Surviving Corporation shall promptly pay to Bruno an amount (if
any) equal to (i) the sum of (A) the 1996 Tax Liabilities and (B) the 1996
Income Distributions, minus (ii) the sum of (Y) the Prior 1996 Tax
Distributions and (Z) the Prior 1996 Income Distributions. If such computation
results in a negative number, the Bruno Note (if any) shall be amended to
increase the principal thereunder by such negative amount. If the Bruno Note
shall not have been issued pursuant to the provisions of Section 12.2, then
Bruno shall issue a note to the Surviving Corporation in a principal amount
equal to such negative amount, which note shall have the terms specified for
the Bruno Note in Section 12.2.

12.6 Prior Periods. The Company shall reimburse Bruno for any
Liabilities that he may have for federal and state income taxes (including any
interest or penalties) in excess of the taxes he reported with respect to the
Subchapter S Income for periods prior to the Closing, except that the total
amount of such reimbursements by the Company shall not exceed $50,000. Bruno
represents that he is not aware of any such Liabilities on the date hereof.
Bruno shall notify the Company promptly of any such Liabilities (or of any
events causing him to believe that such Liabilities may exist) and shall
cooperate with the Company to the extent that it may choose to contest any such
Liabilities.

12.7 Reimbursement. If it is determined by applicable tax
authorities that the Company and the Surviving Corporation shall not be
entitled to deduct for tax purposes any part of the Value Appreciation Bonus,
Bruno shall use commercially reasonable efforts to take advantage of such
disallowed deduction, including amending prior federal and state tax returns,
in his role as the owner of W&C prior to the Closing. Upon Bruno's receipt of
any benefits in connection with such disallowed deduction (including any
interest), Bruno shall promptly pay to the Company all such
benefits, net of any professional fees incurred by Bruno in order to obtain
such benefits, up to the aggregate amount of the benefits that would have
inured to the Company if the Company could have taken advantage of such
deduction.

13. Conditions Precedent to Obligations of All Parties.

All obligations of the Parties to consummate the Transactions are
subject to the satisfaction of each of the following conditions:

13.1 Legality. All required governmental approvals shall have been
obtained, and any applicable waiting periods, including those under the HSR
Act, shall have expired or terminated. No Law or Court Order shall have been
enacted, entered, promulgated or enforced by any court or governmental
authority that is in effect and has the effect of (a) making the Merger illegal
or otherwise prohibiting the consummation of the Merger or (b) creating a
Material Adverse Effect on the Company or Futronix and W&C, taken as a whole
(the "Combined Target").

13.2 Registration Statement. The Registration Statement shall have
become effective, no stop order suspending the effectiveness of the
Registration Statement shall then be in effect, and no proceedings for that
purpose shall then be threatened by the SEC or shall have been initiated by the
SEC and not concluded or withdrawn. All state securities or blue sky permits
or approvals required to carry out the Transactions shall have been received.

13.3 New York Stock Exchange. The Company Common Stock issuable in
connection with the Transactions shall have been duly approved for listing on
the New York Stock Exchange, subject to official notice of issuance.

13.4 Tax Opinion. Each of the Company and Futronix shall have
received an opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P., dated as
of the Closing Date, to the effect that the Merger will qualify as a tax-free

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reorganization under Section 368 of the Code. Such opinion will be based in
part on appropriate representations of the Company, Futronix, W&C, Bruno and
the Futronix Shareholder Parties.

13.5 Approval by Shareholders.

(a) The Merger shall have been approved by the Futronix
Shareholders in accordance with the TBCA.

(b) The Merger shall have been approved by the sole
shareholder of W&C.

14. Conditions Precedent to Obligations of the Company.

All obligations of the Company to consummate the Transactions are
subject to the satisfaction (or waiver by the Company) prior thereto of each of
the following conditions:

14.1 Representations and Warranties. The representations and
warranties of Futronix, the Futronix Shareholder Parties, W&C and Bruno
contained in this Agreement shall be true and correct on the date hereof and
(except to the extent such representations and warranties speak as of an
earlier date) shall also be true and correct on and as of the Closing Date,
except for changes permitted under Sections 9.2 and 10.2 hereof or otherwise
contemplated by this Agreement, with the same force and effect as if made on
and as of the Closing Date; provided, however, that for purposes of this
Section 14.1 only, such representations and warranties shall be deemed to be
true and correct unless the failure or failures of such representations and
warranties to be so true and correct (without regard to materiality qualifiers
contained therein), individually or in the aggregate, results or would
reasonably be expected to result in a Material Adverse Effect on the Combined
Target or the Company.

14.2 Agreements, Conditions and Covenants. Futronix, the Futronix
Shareholder Parties, W&C, Bruno and Monahan shall have performed or complied in
all material respects with all agreements, conditions and covenants required by
this Agreement to be performed or complied with by them on or before the
Effective Time.

14.3 Certificates. The Company shall have received certificates of
an executive officer of each of Futronix and W&C to the effect set forth in
Sections 14.1 and 14.2.

14.4 Required Consents. W&C shall have obtained the W&C Required
Consents and Futronix shall have obtained the Futronix Required Consents,
without any respective modification that the Company deems unacceptable, unless
the failure to have obtained any such W&C Required Consent or Futronix Required
Consent would not result or reasonably be expected to result in a Material
Adverse Effect on the Company or the Combined Target.

14.5 Ancillary Documents. Futronix, the Futronix Shareholder
Parties, W&C, Bruno, Monahan and Scott shall have tendered executed copies of
the respective Transaction Documents to which they are intended to be parties,
including the Employment Agreements, the Monahan Agreement and the Lease
Amendment.

14.6 Release of Claims. Each of Futronix and W&C shall have
obtained from each of its respective officers and directors a Release whereby
such officer or director does fully and finally release and discharge Futronix
and W&C, respectively, and their respective successors and assigns, from and
against any and all claims, demands, damages, debts, costs, expenses,
obligations, liabilities, suits, actions, causes of action or claims for relief
of any kind or character whatsoever, known or unknown, in contract or tort, at
law or in equity, except for liability for any accrued and unpaid compensation
specifically described in the Futronix Disclosure Schedule or W&C Disclosure
Schedule, respectively, and except for any Liabilities arising under the
Transaction Documents.

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14.7 Pooling. The Company shall have received a letter from Grant
Thornton LLP, dated as of the Closing Date, to the effect that the Transactions
will qualify for pooling of interests accounting treatment.

14.8 Dissenting Shares. None of the Futronix Shareholders, other
than Holders of not more than 15,000 shares of Futronix Class C Common Stock,
shall hold Dissenting Shares.

14.9 Amendment of Lease. Hunt and Futronix shall have entered into
the Lease Amendment.

15. Conditions Precedent to Obligations of Futronix, the Futronix
Shareholder Parties, W&C and Bruno.

All obligations of Futronix, the Futronix Shareholder Parties, W&C and
Bruno to consummate the Transactions are subject to the satisfaction (or waiver
by Futronix, the Futronix Shareholder Parties, W&C and Bruno) prior thereto of
each of the following conditions:

15.1 Representations and Warranties. The representations and
warranties of the Company contained in this Agreement shall be true and correct
on the date hereof and (except to the extent such representations and
warranties speak as of an earlier date) shall also be true and correct on and
as of the Closing Date, except for changes otherwise contemplated by this
Agreement, with the same force and effect as if made on and as of the Closing
Date; provided, however, that for purposes of this Section 15.1 only, such
representations and warranties shall be deemed to be true and correct unless
the failure or failures of such representations and warranties to be so true
and correct (without regard to materiality qualifiers contained therein),
individually or in the aggregate, results or would reasonably be expected to
result in a Material Adverse Effect on the Company.

15.2 Agreements, Conditions and Covenants. The Company shall have
performed or complied in all material respects with all agreements, conditions
and covenants required by this Agreement to be performed or complied with by
them on or before the Effective Time.

15.3 Certificates. Futronix and W&C shall have received a
certificate of an executive officer of Futronix to the effect set forth in
Sections 15.1 and 15.2.

15.4 Ancillary Documents. The Company shall have tendered executed
copies of the respective Transaction Documents to which it is intended to be a
party, including the Employment Agreements, and the Monahan Agreement.

16. Non-Competition/Non-Solicitation Agreements.

Notwithstanding, and in addition to, any terms of any employment
agreements with the Surviving Corporation, for the Merger Consideration and the
other consideration contemplated hereby, each of Hunt, Bruno and Monahan agrees
that for a period of five (5) years from the Effective Time, he shall not
directly or indirectly, for his own account or the account of others, whether
as owner, partner, joint venturer, lender, shareholder, director, officer,
employee, consultant or otherwise: (i) in any state where the Surviving
Corporation does business, engage, invest or otherwise take part in, or render
any service (whether for or without compensation) to any person or company
(other than the Surviving Corporation) who or which is directly or indirectly
engaged in any business that is competitive with any business conducted by the
Surviving Corporation in which he has been, is or shall be actively involved,
including but not limited to the purchase and sale, distribution, marketing,
brokering of or dealing in electrical and electronic wire and cable; (ii)
compete for or solicit any of the business conducted by the Surviving
Corporation from any customer of the Surviving Corporation other than for the
benefit of the Surviving Corporation; (iii) induce any customer of the
Surviving Corporation, or request or advise any such customer, to withdraw,
curtail, or cancel any such customer's business with the Surviving Corporation;
or (iv) solicit directly or indirectly for employment outside the Surviving
Corporation any person currently employed by the Surviving Corporation or who
has been employed by the Surviving Corporation. However, Hunt, Bruno or
Monahan may have a financial interest

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in a competitor of the Surviving Corporation if that interest is in the form of
ownership of less than one percent (1%) of the outstanding stock of a company
whose securities are listed on a national stock exchange or quoted on the
NASDAQ National Market System. In the event a court of competent jurisdiction
determines as a matter of law that any of the terms of this Section are
unreasonable or overbroad, the parties expressly allow such court to reform
this Section to the extent necessary to make it reasonable as a matter of law
and to enforce it as so reformed.

17. Termination.

17.1 Grounds for Termination. This Agreement may be terminated at
any time before the Effective Time, in each case as authorized by the
respective Board of Directors of the Company, Futronix or W&C:

(a) By mutual written consent of each of the Company,
Futronix and W&C;

(b) By any of the Company, Futronix or W&C if the Merger
shall not have been consummated on or before January 31, 1997 (the "Termination
Date"); provided, however, that the right to terminate this Agreement under
this Section 17.1(b) shall not be available to any Party whose failure to
fulfill any obligation under this Agreement has been the cause of, or resulted
in, the failure of the Effective Time to occur on or before the Termination
Date;

(c) By any of the Company, Futronix or W&C if a court of
competent jurisdiction or governmental, regulatory or administrative agency or
commission shall have issued a Court Order (which Court Order the Parties shall
use their best efforts to lift) that permanently restrains, enjoins or
otherwise prohibits the Transactions, and such Court Order shall have become
final and nonappealable;

(d) By Futronix or W&C if the Company shall have
breached, or failed to comply with, any of its obligations under this Agreement
or any representation or warranty made by the Company shall have been incorrect
when made, and such breach, failure or misrepresentation is not cured within 20
days after notice thereof, and in either case, any such breaches, failures or
misrepresentations, individually or in the aggregate, results or would
reasonably be expected to result in a Material Adverse Effect on the Company;

(e) By the Company if Futronix, any Futronix Shareholder
Party, W&C, Bruno or Monahan shall have breached, or failed to comply with, in
any material respect, any of its obligations under this Agreement or any
representation or warranty made by it shall have been incorrect in any material
respect when made, and such breach, failure or misrepresentation is not cured
within 20 days after notice thereof, and in either case, any such breaches,
failures or misrepresentations, individually or in the aggregate, results or
would reasonably be expected to result in a Material Adverse Effect on the
Company, or the Combined Target.

17.2 Effect of Termination.

(a) If this Agreement is terminated under Section 17.1
hereof, this Agreement shall become void and there shall be no Liability on the
part of any of the Parties, except as set forth in this Section 17.2.

(b) If this Agreement is terminated by Futronix or W&C
under Section 17.1(d) as a result of any breach by the Company, the Company
shall pay to Futronix and W&C an amount equal to all of the Deal Expenses
incurred by Futronix and W&C up to a maximum of $100,000 each, except that in
the case of a termination due to a breach existing on the date hereof that was
known to exist on the date hereof by the Company or a termination due to a
wilful breach by the Company, the Company shall pay to Futronix and W&C all of
such Deal Expenses without any limitation.

(c) If this Agreement is terminated by the Company,
Futronix or W&C under Section 17.1(b) as a result of the failure by another
Party to obtain any W&C Required Consent, Futronix Required Consent or any

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required approval of the Merger by a Corporate Party's shareholders, the
failing Party shall pay to the others an amount equal to all of the Deal
Expenses incurred by the others not to exceed $1,000,000 each.

(d) If this Agreement is terminated by the Company under
Section 17.1(e) as a result of any breach by Futronix, the Futronix Shareholder
Parties, W&C, Bruno or Monahan, the breaching party shall pay to the Company
and the other non-breaching Corporate Party (excluding any Corporate Party
whose Affiliate committed the breach) an amount equal to all of the Deal
Expenses incurred by the Company or such other non-breaching Corporate Party up
to a maximum of $100,000 each, except that in the case of a termination due to
a breach existing on the date hereof that was known to exist on the date hereof
by Futronix, the Futronix Shareholder Parties, W&C, Bruno or Monahan or a
termination due to a wilful breach by Futronix, the Futronix Shareholder
Parties, W&C, Bruno or Monahan, the breaching party shall pay to the Company
and the other non-breaching Corporate Party (excluding any Corporate Party
whose Affiliate committed the breach) all of such Deal Expenses without any
limitation.

(e) The agreements contained in Sections 17.2(b), (c),
and (d) are an integral part of the Transactions and constitute liquidated
damages and not a penalty. If one Party fails to promptly pay to the other any
amounts due under such Sections, the defaulting Party shall pay the costs and
expenses (including legal fees and expenses) in connection with any action,
including the filing of any lawsuit or other legal action, taken to collect
payment, together with interest on the amount of any unpaid damages at the
Prime Rate from the date such damages were required to be paid.

(f) It is expressly agreed that the Company may waive any
breach of this Agreement, or any inaccurate representation or warranty
contained in this Agreement, by Futronix, any Futronix Shareholder Party, W&C,
Bruno or Monahan and that no right or remedy against such breaching party shall
lie unless (i) brought by the Company, or (ii) brought by another Party after
the Company's termination of this Agreement pursuant to this Section 17.

18. Survival of Representations, Warranties and Covenants.

Except for any agreements to be performed at least in part after the
Effective Time, the representations, warranties, covenants and other agreements
contained herein and in any certificate delivered pursuant hereto shall not
survive the Effective Time.

19. Public Announcements.

The Corporate Parties hereto will consult with each other before
issuing any press release or making any public statement with respect to this
Agreement and the Transactions and, except as may be required by applicable law
or any stock exchange regulations, no Party shall issue any such press release
or make any such public statement without the consent of the other Corporate
Parties hereto.

20. Contents of Agreement.

This Agreement, together with the other Transaction Documents, sets
forth the entire understanding of the Parties hereto with respect to the
Transactions and supersedes all prior agreements or understandings among the
Parties regarding those matters.

21. Amendment, Parties in Interest, Assignment, Etc.

(a) This Agreement may be amended, modified or
supplemented only by a written instrument duly executed by each of the Parties
hereto.

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(b) If any provision of this Agreement shall for any
reason be held to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect any other
provision hereof, and this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein.

(c) This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the respective heirs, legal representatives,
successors and permitted assigns of the Parties hereto. No Party hereto shall
assign this Agreement or any right, benefit or obligation hereunder.

(d) Any term or provision of this Agreement may be waived
at any time by the Party entitled to the benefit thereof by a written
instrument duly executed by such Party.

(e) The Parties hereto shall execute and deliver any and
all documents and take any and all other actions that may be deemed reasonably
necessary by their respective counsel to complete the Transactions.

22. Interpretation.

Unless the context of this Agreement clearly requires otherwise, (a)
references to the plural include the singular, the singular the plural, the
part the whole, (b) references to any gender include all genders, (c) "or" has
the inclusive meaning frequently identified with the phrase "and/or," (d)
"including" has the inclusive meaning frequently identified with the phrase
"but not limited to" and (e) references to "hereunder" or "herein" relate to
this Agreement. The section and other headings contained in this Agreement are
for reference purposes only and shall not control or affect the construction of
this Agreement or the interpretation thereof in any respect. Section,
subsection, Schedule, Disclosure Schedule and Exhibit references are to this
Agreement unless otherwise specified. Each accounting term used herein that is
not specifically defined herein shall have the meaning given to it under GAAP.

23. Notices.

All notices that are required or permitted hereunder shall be in
writing and shall be sufficient if personally delivered or sent by mail,
facsimile message or Federal Express or other delivery service. Any notices
shall be deemed given upon the earlier of the date when received at, or the
third day after the date when sent by registered or certified mail or the day
after the date when sent by Federal Express to, the address or fax number set
forth below, unless such address or fax number is changed by notice to the
other Party hereto:

If to any Futronix or any Futronix Shareholder Party:

Futronix Corporation
12614 Hempstead Highway
Houston, TX 77092
FAX: 713-329-1111
Attention: President

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with a required copy to:

Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103-6993
FAX: 215-963-5299
Attention: Thomas J. Sharbaugh, Esquire

If to W&C or Bruno:

5060 Avalon Ridge Parkway
Norcross, GA 30071
FAX: 770-409-9663
Attention: Mr. Theodore J. Bruno

with a required copy to:

Paul, Hastings, Janofsky & Walker
600 Peachtree Street N.E.
Suite 2400
Atlanta, GA 30308-2222
FAX: 404-815-2424
Attention: Philip J. Marzetti, Esquire

If to the Company or Acquisition Company:

Kent Electronics Corporation
7433 Harwin Drive
Houston, TX 77036
FAX: 713-978-5800
Attention: Chairman and Chief Executive Officer

with a required copy to:

Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
3400 Texas Commerce Tower
600 Travis Street
Houston, TX 77002-3095
FAX: 713-223-3717
Attention: Gene G. Lewis, Esquire

24. Governing Law.

This Agreement shall be construed and interpreted in accordance with
the laws of the State of Texas without regard to its provisions concerning
conflict of laws.

25. Counterparts.

This Agreement may be executed in two or more counterparts, each of
which shall be binding as of the date first written above, and all of which
shall constitute one and the same instrument. Each such copy shall be

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deemed an original, and it shall not be necessary in making proof of this
Agreement to produce or account for more than one such counterpart.

26. Termination of Prior Agreement.

W&C and Futronix hereby terminate that certain Reorganization
Agreement dated August 7, 1996 by and among Futronix Systems Corp., Acquisition
Company, Futronix, W&C, Hunt, Bruno and certain other shareholders of Futronix
(the "Old Reorganization Agreement") pursuant to Section 15.1(a) thereof.

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

<TABLE>
<CAPTION>
KENT ELECTRONICS CORPORATION FUTRONIX ACQUISITION COMPANY
<S> <C>
By: /s/ Morrie K. Abramson By: /s/ Morrie K. Abramson
------------------------------- -------------------------------

FUTRONIX CORPORATION

By: /s/ Terrence M. Hunt /s/ Terrence M. Hunt
------------------------------- ----------------------------------
Terrence M. Hunt Terrence M. Hunt, Individually

WIRE & CABLE SPECIALTIES
CORPORATION

By: /s/ Theodore J. Bruno /s/ Theodore J. Bruno
------------------------------- ----------------------------------
Theodore J. Bruno Theodore J. Bruno, Individually

/s/ Paul R. Monahan
- -------------------------------------------
Paul R. Monahan, Individually

OVERSEAS EQUITY INVESTOR BRADFORD VENTURE PARTNERS, L.P.
PARTNERS

By: OVERSEAS EQUITY INVESTORS LTD., By: BRADFORD ASSOCIATES
General Partner General Partner

By: /s/ Barbara M. Henagan By:/s/ Barbara M. Henagan
----------------------------- ----------------------------
</TABLE>
<PAGE> 150

------------------------------

APPENDIX II

DISSENTERS' RIGHTS
OF APPRAISAL

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<PAGE> 151

PROVISIONS OF THE TEXAS BUSINESS CORPORATION ACT
RELATING TO
RIGHTS OF DISSENTING SHAREHOLDERS

ART. 5.11. RIGHTS OF DISSENTING SHAREHOLDERS IN THE EVENT OF CERTAIN CORPORATE
ACTIONS

A. Any shareholder of a domestic corporation shall have the right to
dissent from any of the following corporate actions:

(1) Any plan of merger to which the corporation is a party if
shareholder approval is required by Article 5.03 or 5.16 of this Act and
the shareholder holds shares of a class or series that was entitled to vote
thereon as a class or otherwise;

(2) Any sale, lease, exchange or other disposition (not including any
pledge, mortgage, deed of trust or trust indenture unless otherwise
provided in the articles of incorporation) of all, or substantially all,
the property and assets, with or without good will, of a corporation
requiring the special authorization of the shareholders as provided by this
Act;

(3) Any plan of exchange pursuant to Article 5.02 of this Act in which
the shares of the corporation of the class or series held by the
shareholder are to be acquired.

B. Notwithstanding the provisions of Section A of this Article, a
shareholder shall not have the right to dissent from any plan of merger in which
there is a single surviving or new domestic or foreign corporation, or from any
plan of exchange, if (1) the shares held by the shareholder are part of a class
shares of which are listed on a national securities exchange, or are held of
record by not less than 2,000 holders, on the record date fixed to determine the
shareholders entitled to vote on the plan of merger or the plan of exchange, and
(2) the shareholder is not required by the terms of the plan of merger or the
plan of exchange to accept for his shares any consideration other than (a)
shares of a corporation that, immediately after the effective time of the merger
or exchange, will be part of a class or series of shares of which are (i)
listed, or authorized for listing upon official notice of issuance, on a
national securities exchange, or (ii) held of record by not less than 2,000
holders, and (b) cash in lieu of fractional shares otherwise entitled to be
received.

ART. 5.12. PROCEDURE FOR DISSENT BY SHAREHOLDERS AS TO SAID CORPORATE ACTIONS

A. Any shareholder of any domestic corporation who has the right to dissent
from any of the corporate actions referred to in Article 5.11 of this Act may
exercise that right to dissent only by complying with the following procedures:

(1)(a) With respect to proposed corporate action that is submitted to
a vote of shareholders at a meeting, the shareholder shall file with the
corporation, prior to the meeting, a written objection to the action,
setting out that the shareholder's right to dissent will be exercised if
the action is effective and giving the shareholder's address, to which
notice thereof shall be delivered or mailed in that event. If the action is
effected and the shareholder shall not have voted in favor of the action,
the corporation, in the case of action other than a merger, or the
surviving or new corporation (foreign or domestic) or other entity that is
liable to discharge the shareholder's right of dissent, in the case of a
merger, shall, within ten (10) days after the action is effected, deliver
or mail to the shareholder written notice that the action has been
effected, and the shareholder may, within ten (10) days from the delivery
or mailing of the notice, make written demand on the existing, surviving,
or new corporation (foreign or domestic) or other entity, as the case may
be, for payment of the fair value of the shareholder's shares. The fair
value of the shares shall be the value thereof as of the day immediately
preceding the meeting, excluding any appreciation or depreciation in
anticipation of the proposed action. The demand shall state the number and
class of the shares owned by the shareholder and the fair value of the
shares as estimated by the shareholder. Any shareholder failing to make
demand within the ten (10) day period shall be bound by the action.

(b) With respect to proposed corporate action that is approved
pursuant to Section A of Article 9.10 of this Act, the corporation, in the
case of action other than a merger, and the surviving or

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new corporation (foreign or domestic) or other entity that is liable to
discharge the shareholder's right of dissent, in the case of a merger,
shall, within ten (10) days after the date the action is effected, mail to
each shareholder of record as of the effective date of the action notice of
the fact and date of the action and that the shareholder may exercise the
shareholder's right to dissent from the action. The notice shall be
accompanied by a copy of this Article and any articles or documents filed
by the corporation with the Secretary of State to effect the action. If the
shareholder shall not have consented to the taking of the action, the
shareholder may, within twenty (20) days after the mailing of the notice,
make written demand on the existing, surviving, or new corporation (foreign
or domestic) or other entity, as the case may be, for payment of the fair
value of the shareholder's shares. The fair value of the shares shall be
the value thereof as of the date the written consent authorizing the action
was delivered to the corporation pursuant to Section A of Article 9.10 of
this Act, excluding any appreciation or depreciation in anticipation of the
action. The demand shall state the number and class of shares owned by the
dissenting shareholder and the fair value of the shares as estimated by the
shareholder. Any shareholder failing to make demand within the twenty (20)
day period shall be bound by the action.

(2) Within twenty (20) days after receipt by the existing, surviving,
or new corporation (foreign or domestic) or other entity, as the case may
be, of a demand for payment made by a dissenting shareholder in accordance
with Subsection (1) of this Section, the corporation (foreign or domestic)
or other entity shall deliver or mail to the shareholder a written notice
that shall either set out that the corporation (foreign or domestic) or
other entity accepts the amount claimed in the demand and agrees to pay
that amount within ninety (90) days after the date on which the action was
effected, and, in the case of shares represented by certificates, upon the
surrender of the certificates duly endorsed, or shall contain an estimate
by the corporation (foreign or domestic) or other entity of the fair value
of the shares, together with an offer to pay the amount of that estimate
within ninety (90) days after the date on which the action was effected,
upon receipt of notice within sixty (60) days after that date from the
shareholder that the shareholder agrees to accept that amount and, in the
case of shares represented by certificates, upon the surrender of the
certificates duly endorsed.

(3) If, within sixty (60) days after the date on which the corporate
action was effected, the value of the shares is agreed upon between the
shareholder and the existing, surviving, or new corporation (foreign or
domestic) or other entity, as the case may be, payment for the shares shall
be made within ninety (90) days after the date on which the action was
effected and, in the case of shares represented by certificates, upon
surrender of the certificates duly endorsed. Upon payment of the agreed
value, the shareholder shall cease to have any interest in the shares or in
the corporation.

B. If, within the period of sixty (60) days after the date on which the
corporate action was effected, the shareholder and the existing, surviving, or
new corporation (foreign or domestic) or other entity, as the case may be, do
not so agree, then the shareholder or the corporation (foreign or domestic) or
other entity may, within sixty (60) days after the expiration of the sixty (60)
day period, file a petition in any court of competent jurisdiction in the county
in which the principal office of the domestic corporation is located, asking for
a finding and determination of the fair value of the shareholder's shares. Upon
the filing of any such petition by the shareholder, service of a copy thereof
shall be made upon the corporation (foreign or domestic) or other entity, which
shall, within ten (10) days after service, file in the office of the clerk of
the court in which the petition was filed a list containing the names and
addresses of all shareholders of the domestic corporation who have demanded
payment for their shares and with whom agreements as to the value of their
shares have not been reached by the corporation (foreign or domestic) or other
entity. If the petition shall be filed by the corporation (foreign or domestic)
or other entity, the petition shall be accompanied by such a list. The clerk of
the court shall give notice of the time and place fixed for the hearing of the
petition by registered mail to the corporation (foreign or domestic) or other
entity and to the shareholders named on the list at the addresses therein
stated. The forms of the notices by mail shall be approved by the court. All
shareholders thus notified and the corporation (foreign or domestic) or other
entity shall thereafter be bound by the final judgment of the court.

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C. After the hearing of the petition, the court shall determine the
shareholders who have complied with the provisions of this Article and have
become entitled to the valuation of and payment for their shares, and shall
appoint one or more qualified appraisers to determine that value. The appraisers
shall have power to examine any of the books and records of the corporation the
shares of which they are charged with the duty of valuing, and they shall make a
determination of the fair value of the shares upon such investigation as to them
may seem proper. The appraisers shall also afford a reasonable opportunity to
the parties interested to submit to them pertinent evidence as to the value of
the shares. The appraisers shall also have such power and authority as may be
conferred on Masters in Chancery by the Rules of Civil Procedure or by the order
of their appointment.

D. The appraisers shall determine the fair value of the shares of the
shareholders adjudged by the court to be entitled to payment for their shares
and shall file their report of that value in the office of the clerk of the
court. Notice of the filing of the report shall be given by the clerk to the
parties in interest. The report shall be subject to exceptions to be heard
before the court both upon the law and the facts. The court shall by its
judgment determine the fair value of the shares of the shareholders entitled to
payment for their shares and shall direct the payment of that value by the
existing, surviving, or new corporation (foreign or domestic) or other entity,
together with interest thereon, beginning 91 days after the date on which the
applicable corporate action from which the shareholder elected to dissent was
effected to the date of such judgment, to the shareholders entitled to payment.
The judgment shall be payable to the holders of uncertificated shares
immediately but to the holders of shares represented by certificates only upon,
and simultaneously with, the surrender to the existing, surviving, or new
corporation (foreign or domestic) or other entity, as the case may be, of duly
endorsed certificates for those shares. Upon payment of the judgment, the
dissenting shareholders shall cease to have any interest in those shares or in
the corporation. The court shall allow the appraisers a reasonable fee as court
costs, and all court costs shall be allotted between the parties in the manner
that the court determines to be fair and equitable.

E. Shares acquired by the existing, surviving, or new corporation (foreign
or domestic) or other entity, as the case may be, pursuant to the payment of the
agreed value of the shares or pursuant to payment of the judgment entered for
the value of the shares, as in this Article provided, shall, in the case of a
merger, be treated as provided in the plan of merger and, in all other cases,
may be held and disposed of by the corporation as in the case of other treasury
shares.

F. The provisions of this Article shall not apply to a merger if, on the
date of the filing of the articles of merger, the surviving corporation is the
owner of all the outstanding shares of the other corporations, domestic or
foreign, that are parties to the merger.

G. In the absence of fraud in the transaction, the remedy provided by this
Article to a shareholder objecting to any corporate action referred to in
Article 5.11 of this Act is the exclusive remedy for the recovery of the value
of his shares or money damages to the shareholder with respect to the action. If
the existing, surviving, or new corporation (foreign or domestic) or other
entity, as the case may be, complies with the requirements of this Article, any
shareholder who fails to comply with the requirements of this Article shall not
be entitled to bring suit for the recovery of the value of his shares or money
damages to the shareholder with respect to the action.

ART. 5.13. PROVISIONS AFFECTING REMEDIES OF DISSENTING SHAREHOLDERS

A. Any shareholder who has demanded payment for his shares in accordance
with either Article 5.12 or 5.16 of this Act shall not thereafter be entitled to
vote or exercise any other rights of a shareholder except the right to receive
payment for his shares pursuant to the provisions of those articles and the
right to maintain an appropriate action to obtain relief on the ground that the
corporate action would be or was fraudulent, and the respective shares for which
payment has been demanded shall not thereafter be considered outstanding for the
purposes of any subsequent vote of shareholders.

B. Upon receiving a demand for payment from any dissenting shareholder, the
corporation shall make an appropriate notation thereof in its shareholder
records. Within twenty (20) days after demanding payment for his shares in
accordance with either Article 5.12 or 5.16 of this Act, each holder of
certificates representing

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shares so demanding payment shall submit such certificates to the corporation
for notation thereon that such demand has been made. The failure of holders of
certificated shares to do so shall, at the option of the corporation, terminate
such shareholder's rights under Articles 5.12 and 5.16 of this Act unless a
court of competent jurisdiction for good and sufficient cause shown shall
otherwise direct. If uncertificated shares for which payment has been demanded
or shares represented by a certificate on which notation has been so made shall
be transferred, any new certificate issued therefor shall bear similar notation
together with the name of the original dissenting holder of such shares and a
transferee of such shares shall acquire by such transfer no rights in the
corporation other than those which the original dissenting shareholder had after
making demand for payment of the fair value thereof.

C. Any shareholder who has demanded payment for his shares in accordance
with either Article 5.12 or 5.16 of this Act may withdraw such demand at any
time before payment for his shares or before any petition has been filed
pursuant to Article 5.12 or 5.16 of this Act asking for a finding and
determination of the fair value of such shares, but no such demand may be
withdrawn after such payment has been made or, unless the corporation shall
consent thereto, after any such petition has been filed. If, however, such
demand shall be withdrawn as hereinbefore provided, or if pursuant to Section B
of this Article the corporation shall terminate the shareholder's rights under
Article 5.12 or 5.16 of this Act, as the case may be, or if no petition asking
for a finding and determination of fair value of such shares by a court shall
have been filed within the time provided in Article 5.12 or 5.16 of this Act, as
the case may be, or if after the hearing of a petition filed pursuant to Article
5.12 or 5.16, the court shall determine that such shareholder is not entitled to
the relief provided by those articles, then, in any such case, such shareholder
and all persons claiming under him shall be conclusively presumed to have
approved and ratified the corporate action from which he dissented and shall be
bound thereby, the right of such shareholder to be paid the fair value of his
shares shall cease, and his status as a shareholder shall be restored without
prejudice to any corporate proceedings which may have been taken during the
interim, and such shareholder shall be entitled to receive any dividends or
other distributions made to shareholders in the interim.

A-4
<PAGE> 155
INDEX TO EXHIBITS

Ex 99.1 Form of Proxy -- Kent

Ex 99.2 Form of Proxy -- Futronix

<PAGE> 1
KENT ELECTRONICS CORPORATION
HOUSTON, TEXAS
P SPECIAL MEETING OF SHAREHOLDERS, JANUARY 17, 1997

R The undersigned shareholder of Kent Electronics Corporation, a Texas
corporation ("Kent"), hereby constitutes and appoints Morrie K. Abramson and
O Stephen J. Chapko, or either of them, each with full power of substitution,
as proxy or proxies of the undersigned, to vote the number of shares of
X Common Stock which the undersigned would be entitled to vote if personally
present at the Special Meeting of Kent Shareholders to be held at 9:00 a.m.,
Y local time, on January 17, 1997, and at any adjournments thereof (the "Kent
Special Meeting"), with respect to the proposals described in the Joint
Proxy Statement/Prospectus and Notice of Special Meeting of Shareholders,
both dated December 12, 1996, receipt of which is acknowledged.

This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this proxy
will be voted "FOR" Proposals 1 and 2 and with discretionary authority on
all other matters that may properly come before the Kent Special Meeting or
any adjournments thereof.

THIS PROXY IS SOLICITED ON BEHALF OF KENT'S BOARD OF DIRECTORS AND MAY BE
REVOKED BY THE SHAREHOLDER PRIOR TO ITS EXERCISE.

-------------
SEE REVERSE
SIDE
-------------

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<PAGE> 2
[X] Please mark your SHARES IN YOUR NAME |
votes as in this |
example. ---------

FOR AGAINST ABSTAIN

1. Approval of proposed resolutions
approving, ratifying, conforming and
adopting the Reorganization Agreement
dated September 25, 1996 (the "Merger
Agreement"), and the transactions
described in and contemplated by the
Merger Agreement, providing for the
merger of Futronix Corporation, a
Texas corporation, and Wire & Cable
Specialties Corporation, a Georgia
corporation, with and into Futronix
Acquisition Company, a Texas
corporation and a wholly-owned
subsidiary of Kent, on the terms and
conditions as set forth in the
Merger Agreement attached as Appendix I
to the Joint Proxy
Statement/Prospectus dated December
12, 1996.

2. Approval of proposed amendment to
Kent's Articles of Incorporation to
increase the number of authorized
shares of Common Stock from 30
million to 60 million.

FOR AGAINST ABSTAIN

3. In their sole discretion on such matters as
may properly come before the Kent Special
Meeting or any adjournment thereof.

SIGNATURE(S)___________________________________ DATE __________________________

SIGNATURE(S)___________________________________ DATE __________________________
NOTE: Please date and sign exactly as your name appears on this Proxy. If
shares are held jointly, each shareholder must sign. When signing as attorney,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.

<PAGE> 1

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PROXY FUTRONIX CORPORATION
HOUSTON, TEXAS
SPECIAL MEETING OF SHAREHOLDERS, JANUARY 17, 1997

The undersigned shareholder of Futronix Corporation, a Texas
corporation ("Futronix"), hereby constitutes and appoints Terrence M.
Hunt and Jim P. Psencik, or either of them, each with full power of
substitution, as proxy or proxies of the undersigned, to vote the
number of shares of capital stock which the undersigned would be
entitled to vote if personally present at the Special Meeting of
Futronix Shareholders to be held at 9:00 a.m., local time, on January
17, 1997, and at any adjournments thereof (the "Futronix Special
Meeting"), with respect to the proposals described in the Joint Proxy
Statement/Prospectus and Notice of Special Meeting of Shareholders,
both dated December 12, 1996, receipt of which is acknowledged.

1. Approval of proposed resolutions approving, ratifying, confirming
and adopting the Reorganization Agreement dated September 25, 1996
(the "Merger Agreement"), and the transactions described in and
contemplated by the Merger Agreement, providing for the merger of
Futronix and Wire & Cable Specialties Corporation, a Georgia
corporation ("Wire & Cable"), with and into Futronix Acquisition
Company, a Texas corporation and a wholly-owned subsidiary of Kent
Electronics Corporation, a Texas corporation, on the terms and
conditions as set forth in the Merger Agreement attached as
Appendix I to the Joint Proxy Statement/Prospectus dated December
12, 1996.

[ ] For [ ] Against [ ] Abstain

2. In their sole discretion on such matters as may properly come
before the Futronix Special Meeting or any adjournment thereof.

[ ] Authorized [ ] Withhold Authority

This Proxy, when properly executed, will be voted in the manner
directed herein by the undersigned shareholder. If no direction is
made, this proxy will be voted 'FOR' Proposal 1 and with
discretionary authority on all other matters that may properly come
before the Futronix Special Meeting or any adjournments thereof.

(CONTINUED ON NEXT PAGE)
- --------------------------------------------------------------------------------
<PAGE> 2

- --------------------------------------------------------------------------------

Please date and sign exactly as your name appears on this
Proxy. If shares are held jointly, each shareholder must sign.
When signing as attorney, trustee or guardian, please give full
title as such. If a corporation, please sign in full corporate
name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.

---------------------------
(Signature of Shareholder)

Dated
---------------------

THIS PROXY IS SOLICITED ON BEHALF OF FUTRONIX'S BOARD OF DIRECTORS
AND MAY BE REVOKED BY THE SHAREHOLDER PRIOR TO ITS EXERCISE.

- --------------------------------------------------------------------------------