TRUST AGREEMENT,  hereinafter  referred to as the  "Agreement,"  made as of
August  1,  1999,  by  and  between  MicroAge,   Inc.,  an  Arizona  corporation
(hereinafter  referred to as the  "Company"),  and PRUDENTIAL  TRUST COMPANY,  a
Pennsylvania corporation (hereinafter referred to as the "Trustee").

                               W I T N E S S E T H

     WHEREAS,  the Company has  determined to adopt or has adopted the MicroAge,
Inc.  Retirement Savings Plan (hereinafter  referred to as the "Plan"),  for the
benefit of the  participants and their  beneficiaries as therein defined,  under
which the participants  direct the investment of their account balances pursuant
to ERISA Section 404(c); and

     WHEREAS,  said Plan  provides  that  contributions  thereto may be held, IN
TRUST, by a trustee subject to the provisions of an agreement to be entered into
between the Company and the Trustee; and

     WHEREAS, the Company desires the Trustee to act, and the Trustee is willing
to act, as Trustee of the Plan (hereinafter referred to as the "Trust") upon all
of the conditions hereinafter set forth.

     NOW, THEREFORE, the Company and the Trustee agree as follows:

     SECTION 1. THE FUND.  The  Company  hereby  establishes  with the Trustee a
Trust,  which  shall  consist of and be limited to such cash and other  property
acceptable to the Trustee as shall from time to time be received by the Trustee,
together  with the  earnings and profits  thereon  provided,  however,  that the
Trustee  shall  not  accept:  interests  in  real  estate;  limited  partnership
interests;  or securities of the Company (or any of its affiliates)  unless such
securities  are  "qualifying  employer  securities"  (as defined in the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").  All such property
received by the Trustee,  the investments  made therewith and proceeds  thereof,
and all earnings and profits thereof,  less any payments or distributions  which
shall have been made by the Trustee pursuant to the terms of this Agreement, are
referred to herein as the "Fund." The Fund shall be held and administered by the
Trustee, IN TRUST, in accordance with the provisions of this Agreement. The Fund
is  intended  to be a  tax-exempt  organization  within the  meaning of the Code
section 501(a). The Plan and Fund together are intended to qualify under section
401(a) of the Internal Revenue Code of 1986, as amended (the "Code").  Any doubt
in the  construction  or  interpretation  of this Agreement shall be resolved in
favor of a construction or interpretation  preserving such tax-exempt status and
qualification. If the Plan or the Fund cease to qualify under the aforementioned
Code  sections  by reason of some act or omission  by the  Company,  the Company
agrees  to  indemnify  and  hold  harmless  the  Trustee  against  and  from all
liabilities, claims, demands, damages, costs, and expenses, including reasonable
attorneys' fees, the Trustee may incur as a result of such disqualification.

     SECTION 2. ANTI-DIVERSION PROVISIONS.  Except as may otherwise be permitted
by law, at no time prior to the  satisfaction of all liabilities  under the Plan
with  respect  to  participants  and their  beneficiaries  shall any part of the
corpus or income of the Fund be used for or diverted to purposes  other than for
the  exclusive  benefit of such  participants  and their  beneficiaries  and for
defraying the reasonable  expenses of administering the Plan. Except as provided
in the Plan,  no part of the fund may revert to the  Company.  To the extent the
Plan permits a reversion or the return of Company contributions, the Company may
direct the Trustee to make an appropriate payment from the Fund, and the Trustee
shall make such payment as soon as practicable  after receipt of such direction.
The Company's  direction  regarding a return of contributions  shall specify (i)
the  reason  the  Company's  contribution  is  being  returned,  which  shall be
consistent  with the  applicable  requirements  of the Code and ERISA,  (ii) the
amount of the  contribution  to be returned  (less any Fund losses  attributable
thereto),  and (iii) the date by which the payment of the Company  must be made.
The Trustee shall be entitled to rely on the Company's  direction given pursuant
to this section 2, and shall have no duty to inquire into the validity  thereof.
The Company  agrees to indemnify and hold harmless the Trustee  against and from
all  liabilities,  claims,  demands,  damages,  costs  and  expenses,  including
reasonable  attorneys' fees, arising from the Trustee's compliance with any such
direction.
<PAGE>
     SECTION 3.  DUTIES OF THE  TRUSTEE.  The Trustee  shall have no  authority,
control  or  responsibility  with  respect  to the  Plan or Fund  other  than as
specifically  set forth in this Agreement or the Plan. The Trustee,  through its
agents or directly, shall have the following duties:

     (a) to  hold,  invest  and  reinvest  the  assets  of the  Fund  solely  in
accordance with the investment directions transmitted in accordance with Section
5, provided, however, the Trustee may, in its discretion, delegate its custodial
responsibility to a corporate trustee or insurance company.

     (b) to pay moneys to or at the  direction of the Company,  including,  when
the  Company  shall  so  direct,   payments  to  the   participants   and  their
beneficiaries,  or to an  insurance  company to provide,  by the  purchase of an
annuity  contract or  otherwise,  for the  payment of  benefits  under the Plan;
provided,  however, that the Trustee shall not be responsible in any way for the
application of such payments; and

     (c) subject to Section 5, to transfer  assets of the Fund at the  direction
of the Company to any other trustee or to an insurance  company selected to fund
a Plan or, at the  direction  of the  Company,  to  segregate  such assets to be
subject to the exclusive  management  and control of an  investment  manager (as
such term is defined in Section  3(38) of ERISA)  appointed by the Company.  Any
such  investment  manager  shall  direct the  Trustee in place of the Company as
provided hereunder with respect to the segregated assets.

     The  Trustee  shall be  entitled  to rely  conclusively  on any  directions
transmitted in accordance with this Section 3 or pursuant to Section 5 and shall
be under no duty to  inquire  as to the  propriety  or  correctness  of any such
direction.  In the  performance  of the foregoing  duties,  the Trustee shall be
entitled to all of the powers, privileges,  limitations and immunities conferred
on it under the following provisions of this Agreement and by law, and no duties
or obligations shall be imposed upon the Trustee with respect to the Fund unless
they have been  specifically  undertaken  by the Trustee by the express terms of
this Agreement.  When determining the nature and extent of its responsibilities,
the Trustee is not  required  to obtain or review the Plan.  In the event of any
conflict  between  the Plan and this  Agreement  relating  to (i) the  Trustee's
rights,  powers,  responsibilities,  or  liabilities,  or (ii) the allocation of
responsibilities  among the Plan  Fiduciaries,  the provisions of this Agreement
shall  control.  The Trustee shall not be liable for the validity or legality of
any changes made to the Plan by the Company.

     SECTION 4. LIMITATION OF DUTIES REGARDING PLAN  ADMINISTRATION.  In further
illustration  of the general  limitation  of the Trustee's  duties  contained in
Section 3, but not in limitation  thereof,  the Trustee shall not be responsible
for:

     (a) the determination, computation or application of any Plan benefit,

     (b) the  form,  terms or  issuer of any  contract  issued  by an  insurance
company  which it acquires for the Fund  pursuant to paragraph  (b) or paragraph
(c) of Section 3,

     (c) the performance of any functions as contract-holder  under any contract
issued by an  insurance  company  which it may be directed to purchase  and hold
(other  than  the  execution  of  any  documents   incidental   thereto  on  the
instructions of the Company),

     (d) the terms of any other  trust  agreement  which it is directed to enter
into,  on  the  order  of  the  Company,  or the  selection  of any  additional,
substitute or successor trustee thereunder,

     (e) the payment,  or the enforcement of the payment, of any contribution to
the Plan, or

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<PAGE>
     (f) the  formulation  or  adequacy  of the  funding  policy  adopted by the
Company to meet and discharge pension or other liabilities under the Plan, or

     (g) any  other  matter  affecting  the  administration  of the  Plan by the
Company  or any  other  person  or  persons  to  whom  responsibility  for  Plan
administration is allocated or delegated pursuant to the terms of the Plan.

     SECTION 5. INVESTMENT OF THE FUND BY THE TRUSTEE. The Trustee shall have no
authority  with respect to the investment  and  reinvestment  of the Fund except
upon receipt of investment directions from the Company, or otherwise pursuant to
the provisions of this Section or Sections 8 and 9.

     The Company shall be responsible  for  transmitting  to the Trustee written
instructions  for the investment and reinvestment of the principal and income of
the Fund in such shares and  proportions  as the Company,  in its discretion and
pursuant  to the  investment  directions  of the Plan  participants,  shall deem
advisable.   The  Company  shall  also  be  responsible   for   determining  the
diversification  policy  with  respect to the  investment  of Plan  assets,  for
monitoring  adherence to such policy,  and for advising the Trustee with respect
to  its  compliance  with  any  investment  limitations  on  employer  or  other
securities  or  property  contained  in the  Plan  or  imposed  on the  Plan  by
applicable statute.

     To the  extent  the  purchase,  sale,  exchange,  conveyance,  transfer  or
disposition  of any Fund asset results in proceeds which cannot be reinvested as
directed  prior to the  close of  business  on the day of the  transaction,  the
Company hereby directs Trustee to invest such "overnight"  funds pursuant to its
regularly  established  practices  for the  investment  of overnight  funds.  In
addition,  if the  Trustee  holds  Fund  assets  for  which it has not  received
investment  directions  from the Company,  the Company hereby directs Trustee to
invest such assets in a money market fund managed by Prudential or an affiliate.

     The Trustee shall not comply with a Company direction to invest Fund assets
in securities of the Company (or any of its  affiliates)  unless such  direction
includes  instructions  relating to the amount of cash the Trustee must maintain
to  satisfy  any  liquidity  needs  occasioned  by the  provisions  of the  plan
respecting employer  securities.  Notwithstanding  the preceding  sentence,  the
Trustee shall not invest in securities of the Company (or any of its affiliates)
unless such  securities  are  "qualifying  employer  securities"  (as defined in
ERISA), nor shall the Trustee invest in any: interest in real estate; or limited
partnership  interest.  The  Trustee  will not invest in or hold life  insurance
unless further  administrative  and cost  arrangements,  satisfactory to it, are
negotiated with the Company.

     SECTION 6.  COLLECTIVE  TRUSTS.  The Trustee  may, at the  direction of the
Company,  transfer from time to time,  any part or all of the assets of the Fund
to one or more common,  collective or commingled funds (hereinafter  referred to
as the  "Collective  Trust")  maintained  by  any  corporate  trustee  including
Prudential  Trust Company for the  collective  investment  of eligible  employee
benefit  trusts.  To the  extent  of the  equitable  share  of the  Fund  in the
Collective  Trust,  the  Collective  Trust shall be part of the Plan pursuant to
which this Trust is administered.

     SECTION 7.  POWERS OF THE  TRUSTEE.  In  exercise  of any powers  conferred
herein or applicable by law, the Trustee is authorized and empowered as directed
by the Company:

     (a) to  purchase,  sell,  exchange,  convey,  transfer  or  dispose  of any
securities  or other  property  at any time held by it,  in a public or  private
transaction  and for cash or upon  credit,  or partly for cash and  partly  upon
credit,  and no person  dealing  with the  Trustee  shall be bound to see to the
application of the purchase money or to inquire into the Trustee's  authority to
engage in any such transaction;

     (b) to purchase,  sell,  write or issue puts,  calls or other  options,  to
enter into futures contracts, forward placement contracts and standby contracts,
and in connection  therewith,  to hold,  pledge or deposit property  required as
collateral with any authorized agent or depository  (including  Prudential Trust
Company);

                                        3
<PAGE>
     (c) to  hold  uninvested  cash  waiting  investment  and to  maintain  such
additional  cash  balances  as  to  meet  anticipated   distributions   from  or
administrative  costs of the Plan or the Fund,  without  incurring any liability
for the payment of interest on such cash;

     (d) to vote in person or by proxy any  securities  held by it; to  exercise
conversion rights or rights to subscribe for additional securities,  and to make
any  and  all  necessary  payments  therefor;  to  join  in  or  to  oppose  the
reorganization, recapitalization,  consolidation, liquidation, sale or merger of
corporations or properties in which it may be interested as Trustee;

     (e) To enter into repurchase agreements;

     (f) To purchase units or  certificates  issued by an investment  company or
pooled trust or comparable entity;

     (g) to hold one or more annuity  contracts or other  contracts in such form
or forms, whether or not they are group contracts of such life insurance company
or companies,  as the Company  shall  specify,  (hereinafter  referred to as the
"Contract" or the  "Contracts");  and to take  directions,  evidenced by written
instrument  satisfactory to the Trustee, from the Company relating to any one or
more of the  functions  normally  required  of the  contract  holder  under  the
Contract or Contracts;

     (h) to cause any securities from time to time held by it (including Company
securities) to be registered in or  transferred  into its name as Trustee or the
name of its nominee or  nominees,  or to retain them  unregistered  or in a form
permitting  transferability  by  delivery,  and to deposit  or  arrange  for the
deposit of the certificates  representing such securities with a Federal Reserve
Bank or with a central  certificate  depository  located  within or without  the
Commonwealth  of Pennsylvania  in a manner  permitting  transfer of ownership or
other interests in such securities by bookkeeping entry on the books and records
of such Bank or  depository,  but the books and the records of the Trustee shall
at all  times  show  that all such  investments  are  part of the  Fund;  and to
delegate to another party the right to execute buy and sell orders and trades of
any Company  securities  which  comprise a part of the Fund,  provided that such
orders and trades are  directed by the Plan and  executed in  accordance  with a
written instrument which sets forth the rules governing such orders and trades;

     (i) to make,  execute,  acknowledge  and deliver any and all  documents  of
transfer and conveyance and any and all other  instruments that may be necessary
or appropriate to carry out the powers herein granted;

     (j) to employ  suitable  agents,  depositories  and  counsel,  domestic  or
foreign,  to delegate to them powers vested in the Trustee  hereunder  which the
Trustee  deems  necessary  to  carry  out  their  duties,  and to  charge  their
reasonable expenses and compensation against the Fund;

     (k) to compromise, compound and settle any claim, debt or obligation due to
or from it, as Trustee hereunder,  and to reduce the rate of interest on, extend
or otherwise  modify,  or to  foreclose  upon,  default or otherwise  enforce or
abandon, any such obligation;

     (l) as directed  pursuant to section 3 to make any distribution or transfer
of Fund assets in cash or in kind;

     (m) to invest and reinvest the assets of the Fund in common with the assets
of qualified  employee  benefit plans of the Company or its affiliates  held, in
trust, as separate trusts by the Trustee, provided,  however, that the Trustee's
records shall at all times show the equitable  share of the Fund in such Company
common fund;

                                        4
<PAGE>
     (n) to acquire and hold assets that are not  publicly  traded on a national
exchange or  over-the-counter  with  sufficient  volume to permit  valuation  by
reference  to  commonly  published  sources  provided  the  Company  obtains and
transmits to the Trustee an  independent  appraisal  of the assets,  in form and
substance  acceptable to the Trustee in its sole  discretion,  from a nationally
recognized firm experienced in providing such appraisal report,  and such report
is  periodically  updated in a timely fashion to permit the Trustee to carry out
its valuation and accounting responsibilities hereunder;

     (o) to invest and reinvest the assets of the Fund in common with the assets
of qualified  employee  benefits plans of the Company or its affiliates held, in
trust, as separate trusts by the Trustee, provided,  however, that the Trustee's
records shall at all times show the equitable  share of the Fund in such Company
common Fund.

     Any  Contract  held by the  Trustee  pursuant to  subparagraph  (g) of this
section 7 may provide for the  allocation  of amounts  received by the insurance
company thereunder solely to said insurance  company's general account or solely
to one or more of its separate accounts  (including separate accounts maintained
for the collective investment of assets of qualified retirement plans) or to the
insurance  company's general account and one or more of such separate  accounts,
provided that if any Contract shall provide for the allocation of amounts to one
or more of such separate accounts, the Company may appoint the insurance company
an investment  manager to the extent that amounts held by the insurance  company
under the  Contract  shall be deemed Plan  assets  under ERISA and the rules and
regulations  thereunder.  The insurance company, under any Contract,  shall have
exclusive  responsibility  for the investment and management of any amounts held
under such  Contract  subject to the right of the Company to specify how amounts
under the Contract are to be  allocated  among the accounts  provided for in the
Contract,  provided that the insurance company may be given  responsibility  for
determining  the allocation of amounts among the various such separate  accounts
provided for in the Contract. The insurance company shall have all of the powers
with the  respect to the assets of the Plan held under a Contract as the Trustee
has pursuant to  Paragraphs  (a) through (f) and (h) through (l) of this Section
with  respect  to  assets  of  the  Fund  held  hereunder.  Notwithstanding  the
foregoing, none of the assets held by an insurer under any Contract,  whether or
not they shall be deemed  assets of the Plan under  ERISA,  shall be part of the
Fund.  The Trustee  shall  exercise the powers  which it has as  contract-holder
under any Contract only when and in the manner directed by the Company.

     SECTION 8. LOANS. If the plan permits loans to the plan  participants,  the
Trustee delegates to its affiliate,  Prudential Investments Retirement Services,
responsibility  for holding  and  safeguarding  the  documents  evidencing  such
participant  loans.  The Trustee will deem any direction to disburse Fund assets
for a participant loan as a direction to transfer an equivalent amount of assets
to a  suspense  account  maintained  by its  affiliate,  Prudential  Investments
Retirement Services, for disbursement as a loan thereunder.

     SECTION 9.  DISBURSEMENTS.  Pursuant to  directions  from the Company,  the
Trustee will keep a portion of the Fund in cash or cash balances as required for
the proper administration of Plan disbursements,  which amounts may be held in a
separate suspense account  maintained by its affiliate,  Prudential  Investments
Retirement  Services.  The expense of operating  and  maintaining  such suspense
account will be charged against  earnings,  if any, of such suspense account but
will not  otherwise  be charged back to the Fund to the extent  expenses  exceed
earnings.  The Company and Trustee  hereby  acknowledge  that such  earnings are
never expected to exceed the expenses allocable to the suspense account.

     SECTION 10. COMPENSATION AND EXPENSES. The expenses incurred by the Trustee
in connection with the administration or investment of the Fund,  including fees
for legal services rendered to the Trustee in connection with any matter arising

                                        5
<PAGE>
out of or in connection with the performance of the Trustee's duties  hereunder,
the expense of a judicial accounting, such compensation to the Trustee as may be
agreed upon from time to time between the Trustee and an officer of the Company,
and all other  proper  charges and  disbursements  shall be paid by the Company,
unless the Company and Trustee arrange for such  compensation and expenses to be
a charge against  participants  accounts.  Anything in the preceding sentence to
the contrary  notwithstanding,  the Company shall  reimburse the Trustee for any
such expenses if, for any reason, such expenses are not paid out of the Fund.

     SECTION 11. EXPENSES OF THE PLAN. The Company may direct the Trustee to pay
out of the Fund other  proper  administrative  expenses  of the Plan,  including
auditors, actuaries, and consultants hired or retained by the Company.

     SECTION 12. TAXES.  All Taxes of any and all kinds  whatsoever  that may be
levied or assessed  under existing or future laws upon or in respect to the Fund
or the income thereof shall be paid from the Fund.

     SECTION  13.  RELIANCE ON EXPERTS.  The Trustee may consult  with  experts,
including appraisers, legal counsel and professional accountants,  selected with
due care, with respect to the meaning and  construction of this Agreement or any
provision hereof,  or concerning its powers and duties  hereunder,  and shall be
protected  for any action  taken or omitted by it in good faith  pursuant to the
opinion of any such expert.

     SECTION  14.  RECORDS.  The  Trustee,  or its agent,  shall keep  separate,
accurate  and  detailed   accounting  records  of  all  investments,   receipts,
disbursements,  distributions and other  transactions of the Fund, which records
shall be open to  inspection  and  audit at the  office  of the  Trustee  by the
Company and any other person designated by either at all reasonable times during
normal business hours.

     SECTION 15.  ANNUAL  REPORTS.  The Trustee or its agent,  shall  prepare an
annual report which shall include: a list of all investments comprising the Fund
at the end of the  accounting  period covered by the report (which shall be from
the date of the last  report  through  the end of the fiscal year of the Fund or
the date of the removal or resignation of the Trustee,  if earlier)  showing the
valuation placed on each investment by the Trustee as of the end of such period;
a summary statement of investment  changes since the last preceding report;  all
payments and  distributions  from the fund; and  appropriate  comments as to any
investment  in default  as to  principal  or  interest.  Anything  herein to the
contrary  notwithstanding,  any valuations of any interest in a Collective Trust
or in any policy or Contract  issued by  Prudential  shall be made in accordance
with the terms of and on the basis of the  latest  report of the  Trustee of the
Collective Trust or the insurance company, as the case may be.

     SECTION 16. FURNISHING ANNUAL REPORTS TO INTERESTED PERSONS.  Copies of the
annual  reports shall be sent to Company  within 90 days  following the close of
the fiscal year of the Fund.

     SECTION 17. REPORT  EXPENSES.  The compensation and expenses of accountants
and auditors,  other than auditors who are regular employees of Prudential Trust
Company or its affiliates,  shall be payable out of the Fund, in such reasonable
amounts as the Trustee, in its discretion, deems appropriate.

     SECTION 18.  ACCOUNT  STATED.  Unless the Company  files with the Trustee a
written  statement of specific  objections  to the annual  report  showing gross
negligence,  willful  misconduct or lack of good faith,  the annual report shall
become an  account  stated  within 90 days from the date of the  mailing of such
report and the Trustee shall be forever  released and discharged of and from any
and all liability  and  accountability  to any person  interested in the Fund on
account of transactions shown in such report.

     SECTION 19. JUDICIAL  ACCOUNTINGS.  In all events and at the expense of the
Fund, the Trustee shall be entitled to a judicial  settlement of its accounts by
any court of competent jurisdiction.

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<PAGE>
     SECTION 20. NECESSARY  PARTIES.  In order to save the Fund from unnecessary
expense,  the only  persons  who shall be  necessary  parties  in any  action or
proceeding  under  Section 19 or in any  action or  proceeding  to  enforce  the
Agreement shall be the Trustee and the Company.

     SECTION 21. SPECIAL  AUDITS.  Any special audits or reports  required to be
undertaken  by the  Trustee on account of the Fund,  in  addition  to the annual
report  furnished  pursuant to the foregoing  provisions  of this  Agreement and
other  reports or  statements  regularly  furnished  by the  Trustee to employee
benefit trusts administered by it, shall be charged to and paid by the Fund.

     SECTION 22. RESIGNATION AND REMOVAL OF TRUSTEE.  The Trustee may be removed
by the Company at any time upon 60 days' notice in writing to the  Trustee.  The
Trustee may resign at any time upon 60 days'  notice in writing to the  Company.
Upon the removal or  resignation  of the Trustee,  the Company  shall  appoint a
successor  trustee who shall have the same powers and duties as those  conferred
upon the Trustee  hereunder  and,  upon  acceptance of such  appointment  by the
successor trustee, the Trustee shall assign, transfer and pay over the Funds, as
then constituted, to such successor trustee. The Trustee is authorized, however,
to reserve such sum of money,  as to it may seem  advisable,  for payment of its
fees and expenses in connection with the settlement of its account or otherwise,
and any  balance of such  reserve  remaining  after the payment of such fees and
expenses  shall be paid over as  hereinabove  provided.  The Trustee may, in its
discretion,  invest and reinvest such  reserves in any  investment or investment
vehicle   (including  the  Collective  Trust)   appropriate  for  the  temporary
investment of cash reserves of trusts.  If for any reason the Company  cannot or
does not act in the event of the  resignation  or  removal of the  Trustee,  the
Trustee may apply to a court of competent  jurisdiction for the appointment of a
successor trustee or for  instructions.  Any expenses incurred by the Trustee in
connection   therewith   shall  be  paid  from  the  Fund  as  an   expense   of
administration.

     SECTION 23. EVIDENCE OF COMPANY'S  ACTIONS.  Any action or direction by the
Company  pursuant to any of the provisions of this Agreement shall be in writing
or via electronic or magnetic media  submitted to the Trustee,  or its agent; in
form  satisfactory to the Trustee or its agent.  When such actions or directions
are  issued  in a form  that  is not  customarily  used by the  Trustee  and its
affiliates,  such  actions  and  directions  shall be properly  certified  by an
officer of the Company and the Trustee shall be fully  protected and indemnified
in acting in accordance therewith.

     SECTION 24.  ADOPTION OF AGREEMENT BY  AFFILIATES.  With the consent of the
Trustee,  the  Company may adopt the Trust as a trust under any other plan which
it  maintains  for  the  benefit  of  its  employees,  or the  employees  of any
subsidiary or affiliated  corporation,  provided such plan is a "qualified plan"
within the meaning of Section 401 of the Code. The Company is solely responsible
for ensuring the qualified  status of the Plan and any such additional plans and
that the tax-exempt  status of the Fund is not thereby  adversely  affected.  In
addition, any such subsidiary or affiliated corporation, with the consent of the
Company and the Trustee,  may adopt the Trust as a trust under a qualified  plan
maintained by it by  delivering to the Trustee a certified  copy of a resolution
of its Board of Directors to the effect that such corporation agrees to be bound
by all the  terms  and  conditions  of this  Agreement,  as  then in  effect  or
thereafter amended,  and constitutes the Company as its agent to exercise on its
behalf all of the powers and  authorities  conferred  on the Company  under this
Agreement,  including, but not limited to, the power to terminate and amend this
Agreement  as  hereinafter  provided.  The  Company  is solely  responsible  for
supervising  the process by which such affiliated  employer  participates in the
Plan for ensuring the qualified status of the Plan and the tax-exempt  status of
the Fund is not  thereby  adversely  affected.  Nothing  in this  Section  24 is
intended  to cause a merger of the assets or  liabilities  of any plans.  In the
event  that  this  Trust is  adopted  as a  funding  medium  by any  other  plan
maintained by the Company or a subsidiary or affiliated corporation, the Company
shall  maintain,  or provide  the  Trustee  with all  information  necessary  to
maintain,  separate  equitable shares evidencing the  proportionate  interest of
each separate plan in the Fund.

                                        7
<PAGE>
     SECTION 25. WITHDRAWAL OF AFFILIATES OR PLANS. Any corporation  (other than
the Company)  shall cease to be a party to this  Agreement by  delivering to the
Trustee a certified  copy of a resolution of its Board of Directors  terminating
its participation  hereunder.  In such event, or in the event of the termination
or  disqualification  of a  participating  plan  (including the Plan), or in the
event of any  transaction  (such as a merger,  sale,  transfer  of assets or the
like)  affecting  any  employees  covered  by any  participating  plan which has
adopted  the  Trust,  the  Trustee  shall  segregate  that  portion  of the Fund
certified  by the actuary  designated  by the Company as equal to the  equitable
shares of the Fund attributable to the employees affected by such termination or
other transaction.  Until directed  otherwise by the Company,  the Trustee shall
continue to hold any portion of the Fund so segregated,  IN TRUST, as a separate
trust in  accordance  with the  provisions  of the  Agreement,  except  that the
corporation  (or its successors or assigns) whose employees are affected by such
termination or transaction  shall be deemed to be the "Company" for all purposes
of this Agreement.

     SECTION  26.  AMENDMENT  OR  TERMINATION  OF  AGREEMENT.   Subject  to  the
provisions  of Section 2, the Company  reserves the right,  at any time and from
time to time,  to  terminate  or amend,  in whole or in part,  any or all of the
provisions  of this  Agreement  by notice in writing  delivered  to the Trustee;
provided,  however,  that no such amendment which affects the rights,  duties or
responsibilities  of the Trustee shall become effective without its consent.  In
the event of the  termination  of the Plan or of the Trust,  the  Trustee  shall
continue to administer the Fund as herein provided until all of the purposes for
which it has been  established  have been  accomplished  or  dispose of the Fund
after  the  payment  or  other  provision  for  all  expenses  incurred  in  the
administration and termination of the Trust (including any compensation to which
the Trustee  may be  entitled),  in  accordance  with the  written  order of the
Company or any successor thereto.  Until the final distribution of the Fund, the
Trustee and the Company, or any successors  thereto,  shall continue to have and
exercise all of the powers and discretion conferred upon them by this Agreement.

     SECTION 27. APPLICABLE LAW. To the extent that the State law shall not have
been  preempted  by the  provisions  of ERISA,  or any other  laws of the United
States  heretofore or hereafter  enacted,  this Agreement shall be administered,
construed  and  enforced   according  to  the  laws  of  the   Commonwealth   of
Pennsylvania.

     SECTION 28.  PROVISION OF PLAN  DOCUMENTS.  The Company  shall  provide the
Trustee or its agent with copies of all  documents  then  constituting  any plan
utilizing the Trust as a funding  medium,  and the latest  determination  letter
issued by the Internal Revenue Service that such plan is a qualified plan within
the meaning of the Section 401 of the Internal Revenue Code of 1986. The Trustee
shall be entitled to rely upon the Company's  attention to this  obligation  and
shall be under no duty to inquire  of the  Company  as to the  existence  of any
documents not provided by the Company hereunder.

     SECTION 29. INDEMNIFICATION.  In consideration of the Trustee's agreeing to
enter into this Agreement, the Company hereby agrees to hold harmless Prudential
Trust  Company,  individually  and as  Trustee  under  said  Agreement,  and its
directors,  officers,  and  employees,  from and against all amounts,  including
without  limitation  taxes,   expenses  (including   reasonable  counsel  fees),
liabilities,  claims, damages,  actions, suits or other charges,  incurred by or
assessed against  Prudential Trust Company,  individually or as Trustee,  or its
directors,  officers,  or  employees,  (i) as a direct  or  indirect  result  of
anything  done in good faith,  or alleged to have been done,  by or on behalf of
Prudential Trust Company in reliance upon the directions of the Company,  or any
Investment  Manager  appointed  by the  Company,  or  any  person  or  committee
authorized  to act on behalf of the Company,  or anything  omitted to be done in
good faith, or alleged to have been omitted,  in the absence of such directions,
(ii) as a direct or indirect  result of the failure of the Company or any person
or   committee   to   adequately,   carefully  or   diligently   discharge   its
responsibilities  under the Plan,  this Agreement,  or applicable  Department of
Labor or Treasury  regulations or rulings, or (iii) if the Trustee is named as a
defendant in any lawsuit or other proceeding  involving the Plan or the Fund for
any reason including,  without  limitation,  an alleged breach by the Trustee of
its responsibilities  under the Agreement,  unless the final judgment entered in

                                        8
<PAGE>
the lawsuit or proceeding holds the Trustee guilty of gross negligence,  willful
misconduct, or an intentional breach of fiduciary responsibility under ERISA. If
the  final  judgment  holds the  trustee  guilty  of gross  negligence,  willful
misconduct,  or an intentional breach of fiduciary  responsibility  under ERISA,
the Company  hereby  agrees to indemnify  the Trustee only against  liability in
excess of the Trustee's  allocable share of such liability.  The Company further
agrees that the  undertakings  made by it in this Agreement  shall be binding on
its  successors  or  assigns  and  shall  survive   termination,   amendment  or
restatement of this Agreement, or the resignation or removal of the Trustee.

     SECTION 30. INVALID PROVISIONS. If any paragraph, section, sentence, clause
or phrase  contained in this Agreement shall become  illegal,  null, or void, or
against  public  policy,  for any  reason,  or  shall  be held by any  court  of
competent jurisdiction to be incapable of being construed or limited in a manner
to make it enforceable,  or is otherwise held by such court to be illegal, null,
or void, or against  public policy,  the remaining  provisions of this Agreement
shall not be affected thereby.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed by their  respective  officers  thereunto duly authorized as of the day
and year first above written.


                                        MICROAGE, INC.


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

                                        Date:

Attest:


Title:


                                        PRUDENTIAL TRUST COMPANY


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

Attest:

Title:

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

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