
<PAGE>   1

                                                                    EXHIBIT 1.1

                             $__________________

                       PIONEER-STANDARD ELECTRONICS, INC.

                               DEBT SECURITIES

                            UNDERWRITING AGREEMENT

                                                           __________ ___, 1996

Lazard Freres & Co. LLC
One Rockefeller Plaza
New York, New York 10020

Dear Sirs:

                  SECTION 1. Introduction. Pioneer-Standard Electronics, Inc.,
an Ohio corporation (the "Company"), proposes to issue and sell to Lazard Freres
& Co. LLC (the "Underwriter") an aggregate of $_____________ principal amount of
its debt securities (the "Securities") The Securities are to be issued pursuant
to the provisions of an Indenture dated as of __________, 1996 (hereinafter
called the "Indenture"), between the Company and Star Bank, N.A., as Trustee
(the "Trustee"). The Company hereby agrees with the Underwriter as follows:

                  SECTION 2.  Representations, Warranties and Agreements
of the Company.  The Company represents and warrants to, and
agrees with, the Underwriter that:

                  (a) A registration statement on Form S-3 (No. 333- _____),
         including a prospectus, relating to the Securities has been filed with
         the Securities and Exchange Commission (the "Commission"). Such
         registration statement either (i) is not proposed to be amended and has
         been declared effective under the Securities Act of 1933, as amended
         (the "Act"), and any post-effective amendments filed with the
         Commission prior to the execution and delivery of this Agreement have
         been declared effective or (ii) is proposed to be amended by amendment
         or post-effective amendment. For purposes of this Agreement, "Effective
         Time" means, in the case of clause (i) in the preceding sentence, the
         date and time as of which such registration statement or the most
         recent post-effective amendment thereto (if any) filed prior to the
         execution and delivery of this Agreement was declared effective by the
         Commission or, in the case of clause (ii) in the preceding sentence,
         the date and time as of which such registration statement, as amended
         by such amendment or
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         post-effective amendment, as the case may be, is declared effective by
         the Commission. "Effective Date" means the date of the Effective Time.
         If the Effective Time is prior to the execution and delivery of this
         Agreement, no other document relating to such registration statement
         has been filed with the Commission; and no proceeding for the purpose
         of suspending such effectiveness has been initiated or threatened or,
         to the knowledge of the Company, is contemplated by the Commission.
         Such registration statement as amended at the Effective Time, including
         all material incorporated by reference therein and all exhibits thereto
         and including all information (if any) contained in a prospectus
         subsequently filed with the Commission and deemed to be part of the
         registration statement at the Effective Time pursuant to Rule 430A
         under the Act, is hereinafter referred to as the "Registration
         Statement," and the prospectus, in the form first filed pursuant to
         Rule 424(b) under the Act ("Rule 424(b)") or, if no such filing is
         required, as included in the Registration Statement, including all
         material incorporated by reference in such prospectus is, hereinafter
         referred to as the "Prospectus." The terms "supplement" and "amendment"
         or "amend" as used in this Agreement shall include all documents
         subsequently filed by the Company with the Commission pursuant to the
         Securities Exchange Act of 1934 (the "Exchange Act") and the rules and
         regulations of the Commission thereunder (the "Exchange Act Rules and
         Regulations") that are incorporated by reference in the Prospectus.
         (Any preliminary prospectus included in such Registration Statement or
         filed with the Commission pursuant to Rule 424(a) under the Act is
         hereinafter referred to as a "Preliminary Prospectus.")

                  (b) If the Effective Time is prior to the execution and
         delivery of this Agreement: (i) on the Effective Date, the Registration
         Statement conformed, on the date of this Agreement, the Registration
         Statement conforms, and at the time of filing of the Prospectus
         pursuant to Rule 424(b), the Registration Statement and the Prospectus
         will conform in all respects to the requirements of the Act and the
         rules and regulations of the Commission thereunder (the "Rules and
         Regulations") and the Trust Indenture Act of 1939, as amended (the
         "Trust Indenture Act"), and the rules and regulations of the Commission
         thereunder (the "TIA Rules and Regulations"), (ii) on the Effective
         Date, neither the Registration Statement nor the Prospectus included
         any untrue statement of a material fact or omitted to state any
         material fact required to be stated therein or necessary to make the
         statements therein not misleading, (iii) any amendment to the
         Registration Statement, as of its date and as of its effective date,
         did not and will not include any untrue statement of material fact or
         omit to state any material fact required to be stated therein or
         necessary to

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         make the statements therein not misleading and (iv) the Prospectus on
         the date of this Agreement, as of its date, as of the date of any
         amendment or supplement thereto, and as amended or supplemented at the
         Closing Date (as defined in Section 3), does not and will not contain
         any untrue statement of a material fact or omit to state any material
         fact necessary in order to make the statements therein, in the light of
         the circumstances under which they were made, not misleading. If the
         Effective Time is subsequent to the execution and delivery of this
         Agreement: (i) on the Effective Date, the Registration Statement and
         the Prospectus will conform in all respects to the requirements of the
         Act and the Rules and Regulations and the Trust Indenture Act and the
         TIA Rules and Regulations, and neither the Registration Statement nor
         the Prospectus will include any untrue statement of a material fact or
         will omit to state any material fact required to be stated therein or
         necessary to make the statements therein not misleading, (ii) any
         amendment to the Registration Statement, as of its date and as of its
         effective date, will not include any untrue statement of material fact
         or omit to state any material fact required to be stated therein or
         necessary to make the statements therein not misleading and (iii) the
         Prospectus, as of its date, as of the date of any amendment or
         supplement thereto, and as amended or supplemented at the Closing Date,
         will not contain any untrue statement of any material fact or omit to
         state any material fact necessary in order to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading. The foregoing representations and warranties do not
         apply to statements or omissions in the Registration Statement or any
         amendment thereto or the Prospectus, as amended or supplemented, if
         applicable, based upon the information furnished to the Company by the
         Underwriter specified in Section 8(a).

                  (c) The documents incorporated by reference in the Prospectus,
         when they became effective or were filed with the Commission, as the
         case may be, conformed in all respects to the requirements of the Act
         and the Rules and Regulations and the Exchange Act and the Exchange Act
         Rules and Regulations, as applicable, and none of such documents when
         they became effective or were so filed, as the case may be, contained
         any untrue statement of any material fact or omitted to state any
         material fact required to be stated therein or necessary to make the
         statements therein not misleading; and any further documents so filed
         and incorporated by reference in the Prospectus or any further
         amendment or supplement thereto, when such documents become effective
         or are filed with the Commission, as the case may be, will conform in
         all material respects to the requirements of the Act and the Rules and
         Regulations and

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         the Exchange Act and the Exchange Act Rules and Regulations, as
         applicable, and will not contain any untrue statement of a material
         fact or omit to state any material fact required to be stated therein
         or necessary to make the statements therein not misleading.

                  (d) No order preventing or suspending the use of any
         Preliminary Prospectus has been issued by the Commission and no
         proceedings for that purpose shall have been instituted or threatened
         or, to the knowledge of the Company, contemplated by the Commission,
         and each Preliminary Prospectus, at the time of filing thereof,
         conformed in all material respects to the requirements of the Act and
         the Rules and Regulations and the Trust Indenture Act and the TIA Rules
         and Regulations, and did not contain any untrue statement of a material
         fact or omit to state any material fact necessary to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading; provided, however, this representation and
         warranty shall not apply to any statements or omissions made in
         reliance upon and in conformity with the information furnished to the
         Company by the Underwriter as specified in Section 8(a).

                  (e) The consolidated financial statements included in the
         Registration Statement and Prospectus present fairly the consolidated
         financial position of the Company and its consolidated subsidiaries as
         of the dates indicated and the results of their operations and the
         statements of their cash flows for the periods specified; such
         financial statements have been prepared in conformity with generally
         accepted accounting principles applied on a consistent basis during the
         periods involved, except as indicated therein; and the supporting
         schedules included in the Registration Statement present fairly the
         information required to be stated therein.

                  (f) Since the respective dates as of which information is
         given in the Registration Statement and in the Prospectus, except as
         otherwise stated therein, (i) there has been no material adverse change
         in the condition, financial or otherwise, earnings, business or
         prospects of the Company and its subsidiaries considered as a whole,
         whether or not arising in the ordinary course of business, and (ii)
         there have been no material transactions entered into by the Company or
         any of its subsidiaries other than those in the ordinary course of
         business.

                  (g) The Company has been duly incorporated and is validly
         existing as a corporation in good standing under the laws of the State
         of Ohio with power and authority to own, lease and operate its
         properties and conduct its business as

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         described in the Registration Statement and Prospectus; and the Company
         is duly qualified as a foreign corporation to transact business and is
         in good standing in each jurisdiction in which it owns or leases real
         property or in which the conduct of its business requires such
         qualification, except to the extent that the failure to be so qualified
         or be in good standing would not have a material adverse effect on the
         Company and its subsidiaries considered as a whole.

                  (h) Each of the subsidiaries of the Company has been duly
         incorporated and is validly existing as a corporation in good standing
         under the laws of the jurisdiction of its incorporation, has power and
         authority to own, lease and operate its properties and conduct its
         business as described in the Registration Statement and the Prospectus
         and is duly qualified as a foreign corporation to transact business and
         is in good standing in each jurisdiction in which it owns or leases
         real property or in which the conduct of its business requires such
         qualification, except to the extent that the failure to be so qualified
         or be in good standing would not have a material adverse effect on the
         Company and its subsidiaries considered as a whole; all of the issued
         and outstanding capital stock of each subsidiary has been duly
         authorized and validly issued and is fully paid and non-assessable, and
         all such capital stock of each subsidiary is owned, directly or through
         subsidiaries, by the Company, free and clear of any mortgage, pledge,
         lien, encumbrance, adverse claim or equity.

                  (i) Neither the Company nor any of its subsidiaries is (i) in
         violation of its or any of their charters or codes of regulation or
         bylaws, as the case may be, or other organizational documents or (ii)
         in default in the performance or observance of any obligation,
         agreement, covenant or condition contained in any material contract,
         indenture, mortgage, loan agreement, note, lease or other agreement or
         instrument to which it or any of them is a party or by which it or any
         of them or their properties may be bound, except in the case of (ii)
         above, where such default would not, individually or in the aggregate,
         result in a material adverse change in (A) the condition, financial or
         otherwise, earnings, business or prospects of the Company and its
         subsidiaries taken as a whole, or (B) the ability of the Company and
         any subsidiary to enter into, perform and effect the transactions
         contemplated hereby; no consent, approval, authorization, order,
         registration, filing or qualification of or with any court or
         governmental authority or agency is required for the issue and sale of
         the Securities as contemplated herein and in the Indenture or the
         consummation by the Company of the transactions contemplated by this
         Agreement and the Indenture, except

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         such as may be required under the Act and the Rules and Regulations,
         the Trust Indenture Act and the TIA Rules and Regulations or state
         securities or Blue Sky laws in connection with the distribution of the
         Securities by the Underwriter; and the issue and sale of the Securities
         as contemplated herein and in the Indenture, the execution and delivery
         of this Agreement and the Indenture and the consummation of the
         transactions contemplated herein and therein will not conflict with or
         constitute a breach of, or default under, or result in the creation or
         imposition of any lien, charge or encumbrance upon any property or
         assets of the Company or any of its subsidiaries pursuant to, any
         contract, indenture, mortgage, loan agreement, note, lease or other
         agreement or instrument to which the Company or any of its subsidiaries
         is a party or by which it or any of them may be bound or to which any
         of the property or assets of the Company or any of its subsidiaries is
         subject, nor will any such action result in any violation of, the
         provisions of the charter or code of regulation of the Company or any
         law, administrative regulation or administrative or court decree or
         order applicable to the Company or any of its subsidiaries.

                  (j) The Company and its subsidiaries possess all certificates,
         authorities or permits issued by the appropriate state, federal or
         foreign regulatory agencies or bodies necessary to conduct the business
         now operated by them, and neither the Company nor any of its
         subsidiaries has received any notice of proceedings relating to the
         revocation or modification of any such certificate, authority or permit
         which, individually or in the aggregate, if the subject of an
         unfavorable decision, ruling or finding, would materially and adversely
         affect the condition, financial or otherwise, earnings, business or
         prospects of the Company and its subsidiaries considered as a whole.

                  (k) Except as set forth in the Prospectus, as amended or
         supplemented, there is no action, suit or proceeding before or by any
         court or governmental agency or body, domestic or foreign, now pending,
         or, to the knowledge of the Company, contemplated or threatened against
         the Company or any of its subsidiaries, which might result in any
         material adverse change in the condition, financial or otherwise,
         earnings, business or prospects of the Company and its subsidiaries
         considered as a whole, or might materially and adversely affect the
         properties or assets thereof or might adversely affect the lawful
         issuance and offering of the Securities in the manner contemplated by
         the Prospectus; and there are no material contracts or other documents
         which are required to be described in the 

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         Registration Statement or the Prospectus or filed as exhibits to the
         Registration Statement by the Act or by the Rules and Regulations or by
         the Trust Indenture Act or the TIA Rules and Regulations which have not
         been so described or have not been so filed.

                  (l) Each of the Company and its subsidiaries has good and
         marketable title in fee simple to all real property and good and
         marketable title to all personal property owned by it, in each case
         free and clear of all liens, encumbrances and defects except (i) such
         as are referred to in the Prospectus or (ii) such as do not materially
         and adversely affect the value of such property to the Company or such
         subsidiary, and do not materially interfere with the use made and
         proposed to be made of such property by the Company or such subsidiary;
         and any real property and buildings held under lease by the Company and
         its subsidiaries are held by them under valid, subsisting and
         enforceable leases with such exceptions as are not material and do not
         interfere with the use made and proposed to be made by the Company and
         its subsidiaries.

                  (m) The Company has an authorized capitalization as set forth
         in the Prospectus, and the shares of capital stock of the Company
         outstanding prior to the issuance of the Securities have been duly
         authorized, are validly issued, fully paid and non-assessable and
         conform to the description thereof contained in the Prospectus.

                  (n) This Agreement has been duly authorized, executed and
         delivered by the Company.

                  (o) The Indenture, which will be substantially in the form
         filed as an exhibit to the Registration Statement, has been duly
         authorized and duly qualified under the Trust Indenture Act and when
         executed and delivered by the Company and the Trustee, the Indenture
         will have been duly authorized, executed and delivered by the Company
         and will constitute a valid and legally binding agreement of the
         Company, enforceable in accordance with its terms, subject, as to
         enforcement, to bankruptcy, insolvency, reorganization and other laws
         of general applicability relating to or affecting creditors' rights and
         to general equity principles; and the Indenture will conform to the
         description thereof in the Prospectus.

                  (p) The Securities have been duly authorized and, when
         executed and authenticated in accordance with the terms of the
         Indenture and issued and delivered in accordance with the terms of this
         Agreement, will have been duly authorized, executed, authenticated,
         issued and delivered by the Company, will constitute valid and binding
         obligations of 

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         the Company, enforceable in accordance with their terms, subject, as to
         enforcement, to bankruptcy, insolvency, reorganization and other laws
         of general applicability relating to or affecting creditors' rights and
         to general equity principles, will conform to the description thereof
         contained in the Prospectus, will be substantially in the form filed as
         an exhibit to the Registration Statement, and will be entitled to the
         benefits of the Indenture.

                  (q) There are no contracts, agreements or under standings
         between the Company and any person granting such person the right to
         require the Company to file a registration statement under the Act with
         respect to any securities of the Company owned or to be owned by such
         person or to require the Company to include such securities under the
         Registration Statement.

                  (r) Ernst & Young LLP, who have certified certain financial
         statements of the Company and its subsidiaries, are independent public
         accountants as required by the Act and the Rules and Regulations.

                  (s) The Share Subscription Agreement and Trust, effective as
         of July ___, 1996, between the Company and Wachovia Bank of North
         Carolina, N.A., as Trustee (the "Subscription Trust"), has been duly
         authorized, executed and delivered by the Company and constitutes a
         valid and legally binding agreement of the Company; the 5,000,000
         Common Shares, without par value, of the Company (the "Shares") to be
         issued pursuant to the terms of the Subscription Trust have been duly
         authorized and when issued in accordance with the terms of the
         Subscription Trust will be validly issued and outstanding; the Shares,
         when paid for as provided by the Subscription Trust, will be fully paid
         and non-assessable; and the Subscription Trust conforms to the
         description thereof in the Prospectus. 

                  SECTION 3. Purchase, Sale and Delivery of Securities. On the
basis of the representations, warranties and agreements herein contained, but
subject to the terms and conditions herein set forth, the Company hereby agrees
to issue and sell to the Underwriter, and the Underwriter agrees to purchase
from the Company the Securities at ___% of their principal amount, plus accrued
interest, if any, to the Closing Date hereunder.

                  The Securities to be purchased by the Underwriter hereunder,
in definitive form, and in such authorized denominations and registered in such
names as the Underwriter may request upon at least forty-eight hours prior
notice to the Company, shall be delivered by or on behalf of the Company to the
Underwriter, against payment by the Underwriter of the purchase 

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price therefor by wire transfer in same day funds or by one or more certified or
official bank checks, payable to the order of the Company in New York Clearing
House or other same day funds, all at the office of Lazard Freres & Co. LLC, New
York, New York, at 9:30 a.m., New York City time, on ________, 1996 or at such
other time date as the Underwriter and the Company may agree upon in writing,
such time and date being herein called the "Closing Date." Certificates
representing the Securities will be made available for checking and packaging at
least twenty-four hours prior to the Closing Date at the office of the Trustee.

                  SECTION 4. Offering by the Underwriter. After the Registration
Statement becomes effective, the Underwriter will offer the Securities for sale
to the public on the terms and conditions as set forth in the Prospectus.

                  SECTION 5. Covenants of the Company. The Company covenants and
agrees with the Underwriter that:

                  (a) If the Effective Time is prior to the execution and
         delivery of this Agreement, the Company will file the Prospectus with
         the Commission pursuant to and in accordance with subparagraph (1) (or,
         if applicable, and with the Underwriter's consent, subparagraph (4)) of
         Rule 424(b) not later than the earlier of (i) the second business day
         following the execution and delivery of this Agreement or (ii) if such
         filing is made after the fifth business day after the Effective Date,
         subparagraph (2) (or, if applicable and with the Underwriter's consent,
         subparagraph (5)) of Rule 424(b). The Company will advise the
         Underwriter promptly of any proposal to amend or supplement the
         Registration Statement as filed, or the related Prospectus, prior to
         the Closing Date, and will not effect such amendment or supplement
         without the Underwriter's consent; the Company will also advise the
         Underwriter promptly of the effectiveness of the Registration Statement
         (if the Effective Time is subsequent to the execution and delivery of
         this Agreement), of any amendment or supplement to the Registration
         Statement or the Prospectus, and of receipt of notification of the
         institution by the Commission of any stop order proceedings in respect
         of the Registration Statement or of any order preventing or suspending
         the use of any Preliminary Prospectus or any prospectus relating to the
         Securities, of the suspension of the qualification of the Securities
         for offering or sale in any jurisdiction or the initiation or
         threatening of any proceeding for such purpose, or of any request by
         the Commission to amend or supplement the Registration Statement or
         Prospectus or for additional information and will use its best efforts
         to prevent the issuance of any such stop order or of any order
         preventing or suspending the use of any Preliminary Prospectus or any
         prospectus relating to the Securities or

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         suspending any such qualification and to obtain as soon as
         possible its lifting, if issued.

                  (b) If, at any time when a prospectus relating to the
         Securities is required to be delivered under the Act, any event occurs
         as a result of which the Prospectus as then amended or supplemented
         would, in the judgment of the Underwriter, include an untrue statement
         of a material fact, or omit to state a material fact necessary to make
         the statements therein, in the light of the circumstances under which
         they were made, not misleading, or if it is necessary at any time to
         amend or supplement the Prospectus to comply with the Act, the Exchange
         Act, the Trust Indenture Act or any other law, the Company promptly
         will prepare and file with the Commission an amendment or supplement
         which will correct such statement or omission or an amendment which
         will effect such compliance and will notify the Underwriter and, upon
         the Underwriter's request prepare and furnish without charge to the
         Underwriter and to any dealer in securities as many copies as the
         Underwriter may from time to time reasonably request, of an amended
         Prospectus or a supplement to the Prospectus complying with Section
         10(a) of the Act which will correct such statement or omission or
         effect such compliance.

                  (c) The Company will make generally available to the Company's
         security holders as soon as practicable an earnings statement covering
         the twelve-month period ending __________, 1997 [one year after the end
         of the Company's fiscal quarter in which the Closing Date occurs] that
         satisfies the provisions of Section 11(a) of the Act and the Rules and
         Regulations (including Rule 158).

                  (d) The Company will deliver to the Underwriter as many signed
         and conformed copies of the Registration Statement (as originally
         filed) and of each amendment thereto (including exhibits filed
         therewith and documents incorporated therein by reference) as the
         Underwriter may reasonably request and will also deliver to the
         Underwriter a conformed copy of the Registration Statement and each
         amendment thereto (including documents incorporated therein by
         reference).

                  (e) The Company will take such action as the Underwriter may
         reasonably request to qualify the Securities for offering and sale
         under the applicable securities laws of such states and other
         jurisdictions of the United States as the Underwriter may designate,
         and will maintain such qualifications in effect for as long as may be
         required for the distribution of the Securities. The Company will file
         such statements and reports as may be required by the laws

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<PAGE>   11
         of each jurisdiction in which the Securities have been qualified as
         above provided.

                  (f) During the period of five years hereafter, the Company
         will furnish to the Underwriter as soon as practicable after the end of
         each fiscal year, a copy of its annual report to shareholders for such
         year, and the Company will furnish to the Underwriter (i) as soon as
         available, a copy of each report or definitive proxy statement of the
         Company filed with the Commission under the Exchange Act or mailed to
         shareholders and (ii) from time to time, such other information
         concerning the Company as the Underwriter may reasonably request.

                  (g) During the period beginning from the date hereof and
         continuing to and including the later of (i) the termination of trading
         restrictions on the Securities, as notified to the Company by the
         Underwriter, and (ii) the Closing Date, not to offer, sell, contract to
         sell or otherwise dispose of any debt securities of the Company which
         mature more than one year after the Closing Date, without the
         Underwriter's prior written consent.

                  (h) The Company, during the period when the prospectus
         relating to the Securities is required to be delivered under the Act,
         will file promptly all documents required to be filed with the
         Commission pursuant to Section 13, 14 or 15 of the Exchange Act.

                  SECTION 6. Conditions of the Obligations of the Underwriter.
The obligations of the Underwriter to purchase and pay for the Securities on the
Closing Date will be subject to the accuracy of the representations and
warranties on the part of the Company herein as of the date hereof and as of the
Closing Date with the same force and effect as if made as of that date, to the
performance by the Company of its obligations hereunder and to the following
additional conditions precedent:

                  (a) If the Effective Time is not prior to the execution and
         delivery of this Agreement, the Effective Time shall have occurred not
         later than 5:00 P.M., New York time, on the date of this Agreement, or
         such later time or date as shall have been consented to by the
         Underwriter. If the Effective Time is prior to the execution and
         delivery of this Agreement, the Company shall have filed the Prospectus
         with the Commission pursuant to Rule 424(b) within the applicable time
         period prescribed for such filing by the Rules and Regulations and in
         accordance with Section 5(a) hereof. In either case, prior to the
         Closing Date no stop order suspending the effectiveness of the
         Registration Statement shall have been issued and no proceedings for
         that purpose shall have been instituted or threatened, or to the

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<PAGE>   12
         knowledge of the Company or the Underwriter, shall be contemplated by
         the Commission; and the Company shall have complied with all requests
         for additional information on the part of the Commission to the
         Underwriter's reasonable satisfaction.

                  (b) The Underwriter shall not have advised the Company that
         the Registration Statement or Prospectus, or any amendment or
         supplement thereto, contains any untrue statement of fact or omits to
         state any fact which, the Underwriter has concluded, is material and in
         the case of an omission is required to be stated therein or is
         necessary to make the statements therein not misleading.

                  (c) The Underwriter shall have received a favorable opinion of
         Calfee, Halter & Griswold, counsel for the Company, dated the Closing
         Date, to the effect that:

                           (i) The Company has been duly incorporated and is
                  validly existing as a corporation in good standing under the
                  laws of the State of Ohio with power and authority to own,
                  lease and operate its properties and conduct its business as
                  described in the Registration Statement and the Prospectus;
                  and the Company is duly qualified to transact business and is
                  in good standing in each jurisdiction in which it owns or
                  leases real property.

                           (ii) Each of the subsidiaries of the Company has been
                  duly incorporated and is validly existing as a corporation in
                  good standing under the laws of the jurisdiction of its
                  incorporation, has power and authority to own, lease and
                  operate its properties and conduct its business as described
                  in the Registration Statement and the Prospectus, and is duly
                  qualified as a foreign corporation to transact business and is
                  in good standing in each jurisdiction in which it owns or
                  leases real property; all of the issued and outstanding
                  capital stock of each subsidiary has been duly authorized and
                  validly issued and is fully paid and non-assessable, and all
                  of such capital stock is owned by the Company free and clear
                  of any pledge, lien, encumbrance, adverse claim or equity.

                           (iii)  This Agreement has been duly authorized,
                  executed and delivered by the Company.

                           (iv) The Securities have been duly and validly
                  authorized, executed, authenticated, issued and delivered and
                  constitute valid and binding obligations of the Company,
                  enforceable in accordance with their terms, subject, as to
                  enforcement, to bankruptcy,

                                      -12-
<PAGE>   13
                  insolvency, reorganization and other laws of general
                  applicability relating to or affecting creditors' rights and
                  to general equity principles, conform to the description
                  thereof in the Prospectus and are entitled to the benefits of
                  the Indenture;

                           (v) The Indenture has been duly authorized, executed
                  and delivered by the Company and constitutes a valid and
                  legally binding agreement of the Company, enforceable in
                  accordance with its terms, subject, as to enforcement, to
                  bankruptcy, insolvency, reorganization and other laws of
                  general applicability relating to or affecting creditors'
                  rights and to general equity principles, conforms to the
                  description thereof in the Prospectus, and has been duly
                  qualified under the Trust Indenture Act.

                           (vi) The Registration Statement is effective under
                  the Act and, to the best of their knowledge and information,
                  no stop order suspending the effectiveness of the Registration
                  Statement or any part thereof has been issued under the Act or
                  proceedings therefor initiated or threatened or are pending or
                  contemplated by the Commission.

                           (vii) Statements set forth in the Prospectus under
                  the headings ["The Company", "Use of Proceeds", "Description
                  of Debt Securities" and "Description of Capital Stock"] and in
                  the Registration Statement under Item 15 on Form S-3 insofar
                  as such statements constitute a summary of the legal matters,
                  documents or proceedings referred to therein fairly present
                  the information called for with respect to such legal matters,
                  documents and proceedings.

                           (viii) No consent, approval, authorization, order,
                  filing, registration or qualification of or with any court or
                  governmental authority or agency is required for the issue and
                  sale of the Securities or the consummation of the transactions
                  contemplated by this Agreement, except such as may be required
                  and have been obtained under the Act and the Rules and
                  Regulations and the Trust Indenture Act and the TIA Rules and
                  Regulations and such as may be required under state securities
                  or Blue Sky laws in connection with the distribution of the
                  Securities by the Underwriter; and, the issue and sale of the
                  Securities, the execution and delivery of this Agreement and
                  the consummation of the transactions contemplated herein will
                  not conflict with or constitute a breach of, or default under,
                  or result in the creation or imposition of any 

                                      -13-
<PAGE>   14
                  lien, charge or encumbrance upon any property or assets of the
                  Company or any of its subsidiaries pursuant to, any material
                  contract filed in response to paragraphs (4) and (10) of Item
                  601(b) of Regulation SK or other instrument to which the
                  Company or any of its subsidiaries is a party or by which it
                  or any of them may be bound or to which any of the property or
                  assets of the Company or any of its subsidiaries is subject,
                  nor will such action result in any violation of, the
                  provisions of the charter or code of regulations of the
                  Company, or any law, administrative regulation or
                  administrative or court decree or order applicable to the
                  Company or any of its subsidiaries.

                           (ix) To our knowledge, (1) after having made due
                  inquiry, there is no governmental action or proceeding and no
                  litigation pending against the Company or any of its
                  subsidiaries which would adversely affect the lawful issuance
                  and offering of the Securities or that is required to be
                  described in the Registration Statement or Prospectus and is
                  not so described and (2) after having made due inquiry, there
                  are no material contracts or other documents that are required
                  to be described in the Registration Statement or the
                  Prospectus or to be filed as exhibits to the Registration
                  Statement that are not so described or filed as required.

                           (x) Such counsel (1) is of the opinion that each
                  document incorporated by reference in the Registration
                  Statement and the Prospectus (other than the financial
                  statements and related schedules and other financial and
                  statistical data included therein, as to which no opinion need
                  be expressed) complied as to form when filed with the
                  Commission in all material respects with the Exchange Act and
                  the Exchange Act Rules and Regulations and did not contain any
                  untrue statement of a material fact or omit to state any
                  material fact necessary in order to make the statements
                  therein, in the light of the circumstances under which they
                  were 

                                      -14-
<PAGE>   15
                  made, not misleading; (2) is of the opinion that the
                  Registration Statement, as of the Effective Date, any
                  amendment to the Registration Statement, as of its date or as
                  of its effective date, and the Prospectus, as of the Effective
                  Date and as of its date (other than the financial statements
                  and related schedules and other financial and statistical data
                  included therein, as to which no opinion need be expressed)
                  complies as to form in all material respects with the
                  requirements of the Act and the Rules and Regulations and the
                  Trust Indenture Act and the TIA Rules and Regulations; and (3)
                  has no reason to believe that (other than the financial
                  statements and related schedules and other financial and
                  statistical data included therein, as to which no opinion need
                  be expressed) the Registration Statement, as of the Effective
                  Date, any amendment to the Registration Statement, as of its
                  date or as of its effective date, and the Prospectus, as of
                  the Effective Date, contained any untrue statement of a
                  material fact or omitted to state any material fact required
                  to be stated therein or necessary to make the statements
                  therein not misleading and that the Prospectus, as of its
                  date, as of the date of any amendment or supplement thereto,
                  and as amended or supplemented at the Closing Date, contained
                  or contains any untrue statement of a material fact or omitted
                  or omits to state a material fact necessary in order to make
                  the statements therein, in the light of the circumstances
                  under which they were made, not misleading.

                           In rendering such opinion, such counsel may: (i) rely
                  in respect of matters of fact upon certificates of
                  governmental officials and officers of the Company, provided
                  that such certificates have been attached to such opinion; and
                  (ii) state that they express opinions only as to the laws of
                  the United States of America and of the State of Ohio and
                  that, with respect to their opinion in clauses (iii) and (v),
                  they are assuming as to all matters of New York law (if any)
                  that the application of New York law to such matters would
                  have the same effect as would the application of the laws of
                  the State of Ohio to such matters if such matters were
                  governed by Ohio law. The opinions set forth above as to the
                  due incorporation of the Company's Pioneer-Standard of
                  Maryland, Inc. subsidiary in Maryland will be rendered by
                  Piper Marbury, L.L.P., or another acceptable Maryland law
                  firm. The opinion above as to the due incorporation of the
                  Company's Pioneer-Standard 

                                      -15-
<PAGE>   16
                  Canada Inc. subsidiary in Canada will be rendered by Blake,
                  Cassels & Graydon, or another acceptable Canada law firm.
                  Calfee, Halter & Groswold shall state that they believe that
                  the Underwriter is justified in relying upon such opinions
                  referred to in the previous two sentences.

                  (d) The Underwriter shall have received an opinion from each
         of Piper Marbury, L.L.P., and Blake, Cassels & Graydon, each a counsel
         for the Company, with respect to the due incorporation of
         Pioneer-Standard of Maryland, Inc., and Pioneer Standard Canada Inc.,
         respectively.

                  (e) The Underwriter shall have received from Sidley & Austin,
         counsel for the Underwriter, an opinion, dated the Closing Date, with
         respect to such matters as the Underwriter may reasonably request.

                  (f) The Underwriter shall have received from the President or
         any Vice President and a principal financial or accounting officer of
         the Company a certificate, dated the Closing Date, in which such
         officers, to the best of their knowledge and after reasonable
         investigation, shall state that there has not been, since the
         respective dates as of which information is given in the Registration
         Statement and the Prospectus, (i) any material adverse change in the
         condition, financial or otherwise, earnings, business or prospects of
         the Company and its subsidiaries considered as a whole, whether or not
         arising in the ordinary course of business or (ii) any material
         transactions entered into by the Company or any of its subsidiaries
         other than those in the ordinary course of business, except in the case
         of clause (i) and clause (ii) as set forth in or contemplated by the
         Prospectus; the representations and warranties of the Company contained
         in Section 2 are true and correct with the same force and effect as
         though made on and as of the Closing Date and the Company has complied
         with all agreements and satisfied all conditions on its part to be
         performed or satisfied hereunder at or prior to the Closing Date; and
         no stop order suspending the effectiveness of the Registration
         Statement has been issued and no proceedings for that purpose have been
         initiated or threatened or are contemplated by the Commission.

                  (g) The Underwriter shall have received from Ernst & Young
         LLP, independent public accountants, two letters, the first dated the
         date of this Agreement and the other dated such Closing Date, addressed
         to the Underwriter, substantially in the form of Annex I hereto with
         such variations as are reasonably acceptable to the Underwriter.

                                      -16-
<PAGE>   17
                  (h) At the Closing Date counsel for the Underwriter shall have
         been furnished with such other documents and opinions as they may
         reasonably require.

                  SECTION 7. Payment of Expenses. The Company will pay all
costs, expenses, fees, disbursements and taxes incident to (i) the preparation
by the Company, printing, filing and distribution of the Registration Statement
(including financial statements and exhibits), the Prospectus, each Preliminary
Prospectus and all amendments and supplements to any of them prior to or during
the period specified in Section 5(b), (ii) the preparation, printing (including
word processing and duplication costs) and delivery of this Agreement, the
Indenture, Preliminary and Supplemental Blue Sky Memoranda, Legal Investment
Survey, if any, and all other agreements, memoranda, correspondence and other
documents printed and delivered in connection with the offering of the
Securities, (iii) the registration with the Commission, and the issuance by the
Company, of the Securities, (iv) the registration or qualification of the
Securities for offer and sale under the securities or Blue Sky laws of the
several states (including the reasonable fees and disbursements of the
Underwriter's counsel relating to such registration or qualification), (v)
filings and clearance with the National Association of Securities Dealers, Inc.
in connection with the offering, (vi) any fees charged by securities rating
services for rating the Securities, (vii) the fees and expenses of the Trustee
and any agent of the Trustee and the fees and disbursements of counsel for the
Trustee in connection with the Indenture and the Securities, and (viii) the
performance by the Company of its other obligations under this Agreement, and
all other costs and expenses incident to the performance of its obligations
hereunder in this Section 7.

                  If this Agreement is terminated by the Underwriter in
accordance with the provisions of Section 10 hereof, the Company shall not then
be under any liability to the Underwriter except as provided in Sections 7 and 8
hereof, but, if for any other reason the Securities are not delivered by or on
behalf of the Company as provided herein, the Company shall reimburse the
Underwriter for all of its out-of-pocket expenses reasonably incurred in
connection with marketing and preparing for the purchase, sale and delivery of
the Securities, including the reasonable fees and disbursements of counsel for
the Underwriter but the Company shall then be under no further liability to the
Underwriter except as provided in Sections 7 and 8 hereof.

                  SECTION 8.  Indemnification and Contribution.

                  (a) The Company agrees to indemnify and hold harmless the
         Underwriter and each person, if any, who controls the Underwriter
         within the meaning of either Section 15 of the Act or Section 20 of the
         Exchange Act, from and against any 

                                      -17-
<PAGE>   18
         and all losses, claims, damages and liabilities (or actions in respect
         thereof) (including, without limiting the foregoing, the reasonable
         legal and other expenses incurred in connection with investigating or
         defending any action, suit or proceeding or any claim asserted, as such
         expenses are incurred) arising out of or based on any untrue statement
         or alleged untrue statement of a material fact contained in the
         Registration Statement or the Prospectus or any Preliminary Prospectus
         or any other prospectus with respect to the Securities, or caused by
         any omission or alleged omission to state therein a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading, except insofar as such losses, claims, damages,
         liabilities or expenses are caused by any such untrue statement or
         omission or alleged untrue statement or omission based upon the
         information furnished to the Company in writing by the Underwriter in
         the Prospectus concerning the terms of the offering by the Underwriter;
         and provided, further, that the Company shall not be liable to the
         Underwriter under this subsection (a) for any such loss, claim, damage
         or liability arising from any Preliminary Prospectus or the Prospectus
         to the extent that such loss, claim, damage or liability results from
         the fact that such Underwriter sold Securities to a person to whom
         there was not sent or given, at or prior to the written confirmation of
         such sale, a copy of the Prospectus as then amended or supplemented,
         excluding documents incorporated therein by reference, in any case
         where (i) such delivery of the Prospectus as then amended or
         supplemented to such person is required by the Act, (ii) the Company
         has previously furnished sufficient copies thereof to such Underwriter
         at such time as is sufficient to permit such delivery prior to such
         confirmation and (iii) the loss, claim, damage or liability of such
         Underwriter results from an untrue statement or omission of a material
         fact contained in the Preliminary Prospectus or the Prospectus which
         was corrected in the Prospectus as amended or supplemented, excluding
         documents incorporated therein by reference. This indemnity agreement
         will be in addition to any liability which the Company may otherwise
         have to the persons referred to above in this Section 8(a).

                  (b) The Underwriter agrees to indemnify and hold harmless the
         Company, the directors of the Company, the officers of the Company who
         sign the Registration Statement and each person, if any, who controls
         the Company within the meaning of either Section 15 of the Act or
         Section 20 of the Exchange Act from and against any and all losses,
         claims, damages and liabilities (or actions in respect thereof) caused
         by any untrue statement or alleged untrue statement of a material fact
         contained in the Registration Statement or the Prospectus or any
         Preliminary Prospectus, or caused 

                                      -18-
<PAGE>   19
         by any omission or alleged omission to state therein a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading, but only with reference to the information
         furnished to the Company by the Underwriter set forth in the first
         sentence of Section 8(a). This indemnity agreement will be in addition
         to any liability which the Underwriter may otherwise have to the
         persons referred to above in this Section 8(b).

                  (c) In case any action or proceeding (including any
         governmental or regulatory investigation or proceeding) shall be
         instituted involving any person in respect of which indemnity may be
         sought pursuant to any of the two preceding paragraphs, such person
         (hereinafter called the indemnified party) shall promptly notify the
         person against whom such indemnity may be sought (hereinafter called
         the indemnifying party) in writing; however, the omission to so notify
         the indemnifying party shall relieve the indemnifying party from
         liability under the two preceding paragraphs only to the extent
         prejudiced thereby. The indemnifying party, upon request of the
         indemnified party, shall assume the defense thereof, including the
         employment of counsel reasonably satisfactory to the indemnified party
         to represent the indemnified party and any others that the indemnifying
         party may designate and shall pay the fees and disbursements of such
         counsel related to such proceeding. In any such action or proceeding
         any indemnified party shall have the right to retain its own counsel,
         but the fees and expenses of such counsel shall be at the expense of
         such indemnified party unless (i) the indemnifying party and the
         indemnified party shall have mutually agreed to the retention of such
         counsel or (ii) the named parties to any such proceeding (including any
         impleaded parties) include both the indemnifying party and the
         indemnified party and representation of both parties by the same
         counsel would be inappropriate due to actual or potential differing
         interests between them. It is understood that the indemnifying party
         shall not, in connection with any proceeding or related proceedings in
         the same jurisdiction, be liable for (a) the reasonable fees and
         expenses of more than one separate firm (in addition to any local
         counsel) for the Underwriter and all persons, if any, who control the
         Underwriter within the meaning of either Section 15 of the Act or
         Section 20 of the Exchange Act, and (b) the reasonable fees and
         expenses of more than one separate firm (in addition to any local
         counsel) for the Company, its directors, its officers who sign the
         Registration Statement and each person, if any, who controls the
         Company within the meaning of either such Section, and that all such
         fees and expenses shall be reimbursed as they are incurred. In the case
         of any such separate firm for the Underwriter and such control persons
         of the Underwriter, such firm shall be designated in writing by the
         Underwriter. 

                                      -19-
<PAGE>   20
         In the case of any such separate firm for the Company, and such
         directors, officers and control persons of the Company, such firm shall
         be designated in writing by the Company. The Company shall not, without
         the prior written consent of any indemnified party, effect any
         settlement of any pending or threatened proceeding in respect of which
         any such indemnified party is or could have been a party and indemnity
         could have been sought hereunder by such indemnified party, unless such
         settlement includes an unconditional release of such indemnified party
         from all liability on claims that are the subject matter of such
         proceeding.

                  (d) If the indemnification provided for in this Section 8 is
         insufficient or unavailable to an indemnified party in respect of any
         losses, claims, damages or liabilities (or actions in respect thereof)
         referred to therein, then each indemnifying party, in lieu of
         indemnifying such indemnified party, shall contribute to the amount
         paid or payable by such indemnified party as a result of such losses,
         claims, damages, liabilities and expenses (i) in such proportion as is
         appropriate to reflect the relative benefits received by the Company on
         the one hand and the Underwriter on the other from the offering of the
         Securities or (ii) if the allocation provided by clause (i) above is
         not permitted by applicable law or if the indemnified party shall have
         failed to the prejudice of the indemnifying party to give the notice
         required by Section 8(c), in such proportion as is appropriate to
         reflect not only the relative benefits referred to in clause (i) above
         but also the relative fault of the Company on the one hand and the
         Underwriter on the other in connection with the statements or omissions
         which resulted in such losses, claims, damages, liabilities or
         expenses, as well as any other relevant equitable considerations. The
         relative benefits received by the Company on the one hand and the
         Underwriter on the other shall be deemed to be in the same proportions
         as the total net proceeds from the offering (before deducting expenses)
         received by the Company bear to the total underwriting discounts and
         commissions received by the Underwriter, in each case as set forth in
         the table on the cover page of the Prospectus. The relative fault of
         the Company on the one hand and the Underwriter on the other shall be
         determined by reference to, among other things, whether the untrue or
         alleged untrue statement of a material fact or the omission or alleged
         omission to state a material fact relates to information supplied by
         the Company or by the Underwriter and the parties' relative intent,
         knowledge, access to information and opportunity to correct or prevent
         such statement or omission.

                                      -20-
<PAGE>   21
                  (e) The Company and the Underwriter agree that it would not be
         just and equitable if contribution pursuant to Section 8(d) were
         determined by pro rata allocation (even if the Underwriter were treated
         as one entity for such purpose) or by any other method of allocation
         which does not take account of the equitable considerations referred to
         in the immediately preceding paragraph. The amount paid or payable by
         an indemnified party as a result of the losses, claims, damages or
         liabilities (or actions in respect thereof) referred to in the
         immediately preceding paragraph shall be deemed to include any legal or
         other expenses reasonably incurred by such indemnified party in
         connection with investigating or defending any such action or claim.
         Notwithstanding the provisions of Section 8(d), in no event shall the
         Underwriter be required to contribute any amount in excess of the
         amount by which the total price at which the Securities underwritten by
         it and distributed to the public were offered to the public exceeds the
         amount of any damages which the Underwriter has otherwise been required
         to pay by reason of such untrue or alleged untrue statement or omission
         or alleged omission. No person guilty of fraudulent misrepresentation
         (within the meaning of Section 11(f) of the Act) shall be entitled to
         contribution from any person who was not guilty of such fraudulent
         misrepresentation.

                  SECTION 9. Representations, Warranties and Agreements to
Survive Delivery. All representations, warranties and agreements contained in
the Agreement, or contained in certificates of officers of the Company submitted
hereto, including indemnity and contribution agreements, shall remain operative
and in full force and effect, regardless of any termination of this Agreement,
or any investigation, or any statement as to the results thereof, made by or on
behalf of the Underwriter or any person controlling the Underwriter or by or on
behalf of the Company, its officers or directors or controlling persons, and
shall survive acceptance of and payment for Securities hereunder.

                  If this Agreement is terminated pursuant to Section 10 or if
for any reason the purchase of Securities by the Underwriter is not consummated,
the Company shall remain responsible for the reasonable expenses to be paid or
reimbursed by it pursuant to Section 7 and the respective obligations of the
Company and the Underwriter pursuant to Section 8 shall remain in effect.

                  SECTION 10. Termination. This Agreement may be terminated for
any reason at any time prior to the delivery and payment of the Securities on
the Closing Date by the Underwriter upon the giving of written notice of such
termination to the Company, if prior to such time (i) there has been, since the

                                      -21-
<PAGE>   22
respective dates as of which information is given in the Registration Statement
and the Prospectus, (A) any material adverse change in the condition, financial
or otherwise, earnings, business or prospects of the Company and its
subsidiaries considered as a whole, whether or not arising in the ordinary
course of business or (B) any material transaction entered into by the Company
or any subsidiary other than in the ordinary course of business, or (ii) there
has occurred any outbreak or escalation of hostilities or other calamity or
crisis or material change in existing national or international financial,
political, economic or securities market conditions, the effect of which is such
as to make it, in the judgment of the Underwriter, impracticable or inadvisable
to market the Securities in the manner contemplated in the Prospectus or enforce
contracts for the sale of the Securities, or (iii) reporting of bid and asked
prices of the Common Shares of the Company has been suspended by the National
Association of Securities Dealers, Inc., or trading in the Common Shares of the
Company has been suspended by the Commission or a national securities exchange,
or trading generally on either the American Stock Exchange or the New York Stock
Exchange has been suspended, or minimum or maximum prices for trading have been
fixed, or maximum ranges for prices for securities have been required, by either
of said exchanges or by order of the Commission or any other governmental
authority, or if a banking moratorium has been declared by either Federal or New
York authorities or (iv) any downgrading shall have occurred in the rating
accorded any of the Company's debt securities by any "nationally recognized
statistical rating organization," as that term is defined by the Commission for
purposes of Rule 436(g)(2) under the Act or any organization shall have publicly
announced that it has under surveillance or review, with possible negative
implications, its rating of any of the Company's debt securities. In the event
of any such termination, the provisions of Section 7, the indemnity agreement
and contribution provisions set forth in Section 8, and the provisions of
Sections 9 and 12 shall remain in effect.

                  SECTION 11. Notices. All notices and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
mailed or transmitted by any standard form of telecommunication. Notices to the
Underwriter shall be directed to the Underwriter c/o Lazard Freres & Co. LLC,
One Rockefeller Plaza, New York, NY 10020, Attention: Syndicate Department; and
notices to the Company shall be directed to it at 4800 East 131st Street,
Cleveland, OH 44105, facsimile transmission no. 216/587-3563, attention of the
Secretary with copy to the Treasurer.

                  SECTION 12. Parties. This Agreement shall inure to the benefit
of and be binding upon the Company, its directors and officers who signed the
Registration Statement, the Underwriter, any controlling persons referred to
herein and their respective 

                                      -22-
<PAGE>   23
successors and assigns. Nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any other person, firm or corporation any
legal or equitable right, remedy or claim under or in respect of this Agreement
or any provision herein contained. No purchaser of Securities from any
Underwriter shall be deemed to be a successor by reason merely of such purchase.

                  SECTION 13. Governing Law. This Agreement shall be governed
by, and construed in accordance with, the law of the State of New York.

                  SECTION 14. Counterparts. This Agreement may be executed in
two or more counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.

                                      -23-
<PAGE>   24
If the foregoing is in accordance with the Underwriter's understanding of our
agreement, please sign this Agreement and return to us two counterparts hereof.

                                  Very truly yours,

                                  PIONEER-STANDARD ELECTRONICS, INC.

                                  By:__________________________________________
                                        Name:
                                        Title:

Confirmed and Accepted, as of the
date first above written:

LAZARD FRERES & CO. LLC

By:_________________________________
   Name:
   Title:

                                      -24-
<PAGE>   25
                                                                        ANNEX I

                     [FORM OF ANNEX I DESCRIPTION OF COMFORT
                 LETTER FOR REGISTRATION STATEMENTS ON FORM S-1]

         Pursuant to Section 6(f) of the Underwriting Agreement, the accountants
shall furnish letters to the Underwriter to the effect that:

                  (i) They are independent certified public accountants with
         respect to the Company and its subsidiaries within the meaning of the
         Act and the applicable published rules and regulations thereunder;

                  (ii) In their opinion, the financial statements and any
         supplementary financial information and schedules audited (and, if
         applicable, prospective financial statements and/or pro forma financial
         information examined) by them and included in the Prospectus or the
         Registration Statement comply as to form in all material respects with
         the applicable accounting requirements of the Act and the related
         published Rules and Regulations; and, if applicable, they have made a
         review in accordance with standards established by the American
         Institute of Certified Public Accountants of the unaudited consolidated
         interim financial statements, selected financial data, pro forma
         financial information, prospective financial statements and/or
         condensed financial statements derived from audited financial
         statements of the Company for the periods specified in such letter, as
         indicated in their reports attached to such letters, copies of which
         have been furnished to the Underwriter;

                  (iii) On the basis of limited procedures, not constituting an
         audit in accordance with generally accepted auditing standards,
         consisting of a reading of the unaudited financial statements and other
         information referred to below, a reading of the latest available
         interim financial statements of the Company and its subsidiaries,
         inspection of the minute books of the Board of Directors and the
         committees thereof of the Company and its subsidiaries since the date
         of the latest audited financial statements included in the Prospectus,
         inquiries of officials of the Company and its subsidiaries responsible
         for financial and accounting matters and such other inquiries and
         procedures as may be specified in such letter, nothing came to their
         attention that caused them to believe that:

                                      -25-
<PAGE>   26
                           (A) the unaudited consolidated statements of income,
                  consolidated balance sheets and consolidated statements of
                  cash flows included in the Prospectus do not comply as to form
                  in all material respects with the applicable accounting
                  requirements of the Act and the related published Rules and
                  Regulations, or are not in conformity with generally accepted
                  accounting principles applied on a basis substantially
                  consistent with the basis for the audited consolidated
                  statements of income, consolidated balance sheets and
                  consolidated statements of cash flows included in the
                  Prospectus;

                           (B) any other unaudited income statement data and
                  balance sheet items included in the Prospectus do not agree
                  with the corresponding items in the unaudited consolidated
                  financial statements from which such data and items were
                  derived, and any such unaudited data and items were not
                  determined on a basis substantially consistent with the basis
                  for the corresponding amounts in the audited consolidated
                  financial statements included in the Prospectus;

                           (C) the unaudited financial statements which were not
                  included in the Prospectus but from which were derived any
                  unaudited condensed financial statements referred to in
                  paragraph (A) and any unaudited income statement data and
                  balance sheet items included in the Prospectus and referred to
                  in paragraph (B) were not determined on a basis substantially
                  consistent with the basis for the audited consolidated
                  financial statements included in the Prospectus;

                           (D) any unaudited pro forma consolidated condensed
                  financial statements included in the Prospectus do not comply
                  as to form in all material respects with the applicable
                  accounting requirements of the Act and the published Rules and
                  Regulations or the pro forma adjustments have not been
                  properly applied to the historical amounts in the compilation
                  of those statements;

                           (E) as of a specified date not more than five days
                  prior to the date of such letter, there have been any changes
                  in the consolidated capital stock (other than issuances of
                  capital stock upon exercise of options and share appreciation
                  rights, upon earn-outs of performance shares and upon
                  conversions of convertible securities, in each case which were
                  outstanding on the date of the latest financial statements
                  included in the Prospectus) or any increase in the
                  consolidated long-term debt of the Company and

                                      -26-
<PAGE>   27
                  its subsidiaries, or any decreases in consolidated net current
                  assets or net assets or other items specified by the
                  Underwriter, or any increases in any items specified by the
                  Underwriter, in each case as compared with amounts shown in
                  the latest balance sheet included in the Prospectus, except in
                  each case for changes, increases or decreases which the
                  Prospectus discloses have occurred or may occur or which are
                  described in such letter; and

                           (F) for the period from the date of the latest
                  financial statements included in the Prospectus to the
                  specified date referred to in paragraph (E) there were any
                  decreases in consolidated net revenues or operating profit or
                  the total or per share amounts of consolidated net income or
                  other items specified by the Underwriter, or any increases in
                  any items specified by the Underwriter, in each case as
                  compared with the comparable period of the preceding year and
                  with any other period of corresponding length specified by the
                  Underwriter, except in each case for decreases or increases
                  which the Prospectus discloses have occurred or may occur or
                  which are described in such letter;

                           (G) certain sections of the Prospectus did not comply
                  in all material respects with the disclosure obligations under
                  Regulation S-K under the Act (e.g., "Selected Financial Data"
                  (Item 301), "Supplementary Financial Information" (Item 302),
                  "Ratio of Earnings to Fixed Charges" (Item 503(d)) and
                  "Executive Compensation" (Item 402);

                  (iv) In addition to the audit referred to in their report(s)
         included in the Prospectus and the limited procedures, inspection of
         minute books, inquiries and other procedures referred to in paragraphs
         (ii) and (iii) above, they have carried out certain specified
         procedures, not constituting an audit in accordance with generally
         accepted auditing standards, with respect to certain amounts,
         percentages and financial information specified by the Underwriter,
         which are derived from the general accounting records of the Company
         and its subsidiaries, which appear in the Prospectus, or in Part II of,
         or in exhibits and schedules to, the Registration Statement specified
         by the Representatives, and have compared certain of such amounts,
         percentages and financial information with the accounting records of
         the Company and its subsidiaries and have found them to be in
         agreement.

                                      -27-
