MICROAGE, INC.
                          1995 DIRECTOR INCENTIVE PLAN
                   (Amended and Restated as of April 1, 1998)

                 ARTICLE 1. ESTABLISHMENT, PURPOSE, AND DURATION

         1.1 ESTABLISHMENT OF THE PLAN.  Effective  November 1, 1995,  MicroAge,
Inc., a Delaware  corporation,  established  the  "MicroAge,  Inc. 1995 Director
Incentive Plan" (the "Plan") for the benefit of its Non-employee Directors.  The
Plan sets forth the terms of grants of Stock  Options  and  Restricted  Stock to
Non-employee Directors, and such grants are subject to the terms in this Plan.

         1.2  PURPOSE  OF THE  PLAN.  The  purpose  of the Plan is to  encourage
ownership  in the  Company by  Non-employee  Directors,  and to  strengthen  the
ability of the Company to attract and retain the  services  of  experienced  and
knowledgeable  individuals  as  Non-employee  Directors  of the  Company  and to
provide  those  individuals  with a  further  incentive  to work  for  the  best
interests of the Company and its stockholders.

         1.3 EFFECTIVE  DATE AND DURATION OF THE PLAN. As noted above,  the Plan
originally  became  effective  as of November 1, 1995 (the  "Original  Effective
Date").  The Plan shall  remain in effect  until all Shares  subject to it shall
have been purchased or acquired according to the Plan's  provisions,  subject to
the right of the Board of Directors to terminate  the Plan at any time  pursuant
to Article 9 or Section 10.4. However, no Award may be granted under the Plan on
or after November 1, 2005.

         1.4 AMENDMENT AND  RESTATEMENT  OF PLAN. By adoption of this  document,
but  conditioned  on the approval of this  document by the  stockholders  of the
Company,  the  Company  hereby  amends  and  restates  the Plan in its  entirety
effective as of April 1, 1998 (the "Effective  Date").  The changes made by this
amended and  restated  Plan shall not have any impact on any Award made prior to
the Effective  Date or entitle any  Non-employee  Director to any  additional or
supplemental  Awards  for  service  as a  Non-employee  Director  prior  to  the
Effective Date, except as required by Sections 6.1 and 7.1.

                     ARTICLE 2. DEFINITIONS AND CONSTRUCTION

         2.1  DEFINITIONS.  For purposes of the Plan,  the following  terms will
have the meanings set forth below:

         (a) "Award" means a grant of Non-Qualified  Stock Options or Restricted
Stock under the Plan.

         (b) "Board" or "Board of Directors" means the Board of Directors of the
Company,  and includes any committee of the Board of Directors designated by the
Board to administer this Plan.

         (c) "Change of Control" means and includes each of the following:

                  (1) A change of control of the  Company of a nature that would
         be required to be reported in response to Item 6(e) of Schedule  14A of
         the 1934 Act  regardless  of  whether  the  Company  is subject to such
         reporting requirement;
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                  (2) A change of control of the Company  through a  transaction
         or series of  transactions,  such that any person (as that term is used
         in Section 13 and 14(d)(2) of the 1934 Act),  excluding  affiliates  of
         the  Company as of the  Original  Effective  Date,  is or  becomes  the
         beneficial  owner  (as that term is used in  Section  13(d) of the 1934
         Act) directly or indirectly,  of securities of the Company representing
         20% or  more  of the  combined  voting  power  of  the  Company's  then
         outstanding securities;

                  (3) The individuals who, as of the Effective Date,  constitute
         the Board (the "Incumbent Board") cease for any reason to constitute at
         least 80% of the Board;  provided,  however, that any person becoming a
         member of the Board  subsequent to the date hereof whose  election,  or
         nomination for election by the Company's stockholders,  was approved by
         a vote of at least 80% of the members  then  comprising  the  Incumbent
         Board  (other than an election or  nomination  of an  individual  whose
         initial  assumption  of  office  is in  connection  with an  actual  or
         threatened  election  contest  relating to the election of directors of
         the Company,  as such terms are used in Rule 14a-11 of  Regulation  14A
         promulgated under the Exchange Act or any successor  provision thereto)
         shall be, for  purposes of this  paragraph,  considered  as though such
         person were a member of the Incumbent Board;

                  (4) Any  consolidation  or liquidation of the Company in which
         the Company is not the continuing or surviving  corporation or pursuant
         to which  Shares  would be  converted  into cash,  securities  or other
         property,  other than a merger of the  Company in which the  holders of
         the Shares  immediately  before the merger have the same  proportionate
         ownership  of common  stock of the  surviving  corporation  immediately
         after the merger;

                  (5)  The  stockholders  of the  Company  approve  any  plan or
         proposed plan for the liquidation or dissolution of the Company; or

                  (6) Substantially all of the assets of the Company are sold or
         otherwise  transferred  to parties  that are not  within a  "controlled
         group of  corporations"  (as  defined in  Section  1563 of the Code) in
         which the Company is a member.

         (d) "Code"  means the Internal  Revenue  Code of 1986,  as amended from
time to time.

         (e)  "Committee"  means  the  committee   appointed  by  the  Board  to
administer the Plan.

         (f) "Company"  means  MicroAge,  Inc., a Delaware  corporation,  or any
successors as provided in Section 10.3.

         (g)  "Director"  means any  individual  who is a member of the Board of
Directors of the Company.

         (h)  "Exchange  Act"  means the  Securities  Exchange  Act of 1934,  as
amended from time to time, or any successor provision.

         (i) "Fair  Market  Value"  means the  closing  price for  Shares on the
relevant  date as  reported  on the  Nasdaq  National  Market  (or any  national
securities  exchange on which the Shares are then listed),  or (if there were no
sales on such date) the  closing  price on the next  preceding  date for which a
closing price was reported.
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         (j) "Grant Date" means (1) with respect to Awards  granted  pursuant to
Section 6.1 and Section 7.1, the Service  Commencement Date; (2) with respect to
Awards  granted  pursuant to Sections 6.2 and Section 7.2,  November 1, 1998 and
each  anniversary  of that date through and including  November 1, 2004; and (3)
with  respect to Awards  granted  pursuant  to  Sections  6.3 and 7.3,  the date
selected by the Board or the Committee.

         (k) "Non-employee Director" means any individual who is a member of the
Board  of  Directors  of the  Company,  but who is not  otherwise  a  common-law
employee of the Company.

         (l) "Non-Qualified  Stock Option" or "NQSO" means an option to purchase
Shares,  granted under Article 7, that is not intended to be an incentive  stock
option qualifying under Code Section 422.

         (m) "Option" means a Non-Qualified Stock Option granted under the Plan.

         (n) "Participant" means a Non-employee  Director of the Company who has
been granted an Award under the Plan.

         (o) "Period of Restriction"  means the period during which the transfer
of Shares of Restricted Stock is limited in some way, and the Shares are subject
to a substantial risk of forfeiture, as provided in Article 6.

         (p) "Person" shall have the meaning  assigned to it in Section  3(a)(9)
of the Exchange Act and used in Sections  13(d) and 14(d)  thereof,  including a
"group" as defined in Section 13(d).

         (q)  "Restricted  Stock"  means  an  Award  granted  to a  Non-employee
Director pursuant to Article 6.

         (r) "Service  Commencement Date" means the first Board meeting at which
an individual serves as a Non-employee Director; provided, however, that if such
individual's  Service  Commencement Date is between January 1, 1998 and April 1,
1998, such individual's Service Commencement Date shall be deemed to be April 2,
1998.

         (s) "Shares" means the shares of common stock of the Company.

         2.2  GENDER  AND  NUMBER.  Except  as  indicated  by the  context,  any
masculine  term also shall  include the  feminine,  the plural shall include the
singular, and the singular shall include the plural.

         2.3  SEVERABILITY.  If any  provision of the Plan is  determined  to be
invalid for any reason, the remaining portion of the Plan shall be construed and
enforced as if the invalid provision had not been included.

                            ARTICLE 3. ADMINISTRATION

         3.1 THE  COMMITTEE.  The Plan will be  administered  by the  Committee,
subject to the restrictions set forth in the Plan.
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         3.2 ADMINISTRATION BY THE COMMITTEE.  The Committee has the full power,
discretion,  and authority to interpret and administer the Plan in a manner that
is consistent with the Plan's provisions.

         3.3 DECISIONS  BINDING.  The Committee's  determinations  and decisions
under the Plan and all  related  orders  or  resolutions  of the Board  shall be
final,  conclusive,  and binding on all  persons,  including  the  Company,  its
stockholders, employees, Participants, and their estates and beneficiaries.

                     ARTICLE 4. SHARES SUBJECT TO THE PLAN.

         4.1 NUMBER OF SHARES.  The total number of Shares  available  for grant
under the Plan may not exceed  250,000,  subject to  adjustment  as  provided in
Section  4.3.  The  Shares  issued as  Restricted  Stock and the  Shares  issued
pursuant to Options  exercised  under the Plan may be  authorized  and  unissued
Shares or Shares reacquired by the Company, as determined by the Committee.

         4.2 LAPSED AWARDS.  If any Option or Share of Restricted  Stock granted
under the Plan terminates, expires, or lapses for any reason, any Shares subject
to purchase  pursuant to such  Option and any such  Shares of  Restricted  Stock
again will be available for grant under the Plan.

         4.3 ADJUSTMENTS. The Committee may make or provide for such adjustments
inthe (a) number of Shares covered by outstanding  Options and Restricted  Stock
granted  hereunder,  (b) prices per share applicable to outstanding  Options and
(c) kind of Shares covered thereby,  as the Committee in its sole discretion may
in good faith determine to be equitably required in order to prevent dilution or
enlargement of the rights of  Participants  that otherwise would result from (x)
any  stock   dividend,   stock  split,   combination   or  exchange  of  Shares,
recapitalization  or other change in the capital  structure of the Company,  (y)
any   merger,   consolidation,    spin-off,   spin-out,   split-off,   split-up,
reorganization, partial or complete liquidation, or other distribution of assets
(other than a normal cash dividend),  issuance of rights or warrants to purchase
securities,  or (z) any other  corporate  transaction  or event having an effect
similar to any of the foregoing.  Moreover, in the event of any such transaction
or event,  the Committee may provide in substitution  for any or all outstanding
Awards under this Plan such  alternative  consideration  as it may in good faith
determine to be equitable under the  circumstances and may require in connection
therewith the  surrender of all Awards so replaced.  The Committee may also make
or provide for such adjustments in the number of Shares specified in Section 4.1
as the  Committee  in its sole  discretion  may in good  faith  determine  to be
appropriate  in order to reflect  any  transaction  or event  described  in this
Section 4.3. Any adjustment  pursuant to this Section 4.3 will be conclusive and
binding for all purposes of the Plan.

                    ARTICLE 5. ELIGIBILITY AND PARTICIPATION

         5.1  ELIGIBILITY.  Persons  eligible  to  participate  in the  Plan are
limited to Non-employee Directors.

         5.2 ACTUAL PARTICIPATION. All new Non-employee Directors will receive a
grant of  Restricted  Stock  pursuant  to  Section  6.1 and a grant  of  Options
pursuant to Section  7.1. All  Non-employee  Directors  will  receive  grants of
Restricted  Stock  pursuant  to Section  6.2 and grants of Options  pursuant  to
Section 7.2. All  Non-employee  Directors  will be eligible to receive grants of
Restricted  Stock  pursuant  to Section  6.3 and grants of Options  pursuant  to
Section 7.3.
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                       ARTICLE 6. RESTRICTED STOCK GRANTS

         6.1  INITIAL   GRANT  OF  RESTRICTED   STOCK  UPON  FIRST   BECOMING  A
NON-EMPLOYEE DIRECTOR. Each individual who first becomes a Non-employee Director
on or after January 1, 1998, shall be granted 1,000 shares of Restricted  Stock,
effective  as of the  Service  Commencement  Date.  The  specific  terms  of the
Restricted  Stock  grant will be subject  to this  Article 6 and the  Restricted
Stock Agreement executed pursuant to Section 6.4.

         6.2  ANNUAL  GRANT  OF  RESTRICTED  STOCK.  Each  individual  who  is a
Non-employee  Director on the relevant  Grant Date shall be granted 1,000 Shares
of  Restricted  Stock on such Grant Date,  through and including the November 1,
2004 Grant Date,  subject to the  limitation on the number of Shares that may be
awarded under the Plan. The specific terms of each annual Restricted Stock grant
will be subject to the  provisions  of this Article 6 and the  Restricted  Stock
Agreement executed pursuant to Section 6.4.

         6.3  DISCRETIONARY  GRANT  OF  RESTRICTED  STOCK.  The  Board  and  the
Committee shall each have the authority to grant  Restricted  Stock, in addition
to that granted under Sections 6.1 and 6.2, in such amounts and at such times as
the Board or the  Committee  determines  appropriate.  The  specific  terms of a
discretionary  Restricted  Stock grant made pursuant to this Section 6.3 will be
subject to the provisions of this Article 6 and the Restricted  Stock  Agreement
executed pursuant to Section 6.4.

         6.4 RESTRICTED  STOCK  AGREEMENT.  Each Restricted Stock grant shall be
evidenced by a  Restricted  Stock  Agreement  that will not include any terms or
conditions that are inconsistent with the terms and conditions of the Plan.

         6.5  NONTRANSFERABILITY  OF RESTRICTED  STOCK. The Shares of Restricted
Stock  granted may not be sold,  transferred,  pledged,  assigned,  or otherwise
alienated until the end of the applicable Period of Restriction.

         6.6 PERIOD OF RESTRICTION.  Restricted Stock granted at each Grant Date
shall be deemed to be a separate  grant.  Subject to the last  paragraph of this
Section 6.6, the Period of  Restriction  for each grant of Shares of  Restricted
Stock under this Article 6 shall expire on the later to occur of:

                  (a)  the  target  vesting  date  determined  pursuant  to  the
schedule below; and

                  (b) the date the stock  price  hurdles  with  respect  to each
grant of Restricted  Stock are met in accordance  with the schedule below, on or
after the target vesting date.

--------------------------------------------------------------------------------
 Percentage of Shares in       Target Vesting Date       Stock Price Hurdle
Grant Become Unrestricted                             After Target Vesting Date
--------------------------------------------------------------------------------
        First 34%             First anniversary of    Fair Market Value on the
                                 the Grant Date          Grant Date plus 10%
--------------------------------------------------------------------------------
       Second 33%             Second anniversary of       First stock price
                                 the Grant Date            hurdle plus 10%
--------------------------------------------------------------------------------
        Third 33%             Third anniversary of       Second stock price
                                 the Grant Date            hurdle plus 10%
--------------------------------------------------------------------------------
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         Notwithstanding the foregoing, the number of Shares of Restricted Stock
that have  satisfied  the  requirements  of  paragraphs  (a) and (b) above  (the
"Vested  Restricted  Stock"),  for which the Period of Restriction  shall expire
shall equal the lesser of the number of such Shares of Vested  Restricted  Stock
or "A," where "A" is determined in accordance with the following formula:

                                 A = B - (2 x C)
                                     -----------
                                          2

For purposes of the foregoing  formula:  (1) "B" shall equal the total number of
Shares  (excluding  options or warrants to purchase Shares) that the Participant
has owned  for at least 12 months  for which  the  Periods  of  Restriction,  if
applicable,  have  expired  and that are no longer  subject to any  restrictions
under this  Plan;  and (2) "C" shall  equal the  number of Shares of  Restricted
Stock previously  granted to Participant under the Plan for which the Periods of
Restriction  have  expired  and that are no longer  subject to any  restrictions
under the Plan.

         6.7  CERTIFICATE   LEGEND.  Any  certificate   representing  Shares  of
Restricted Stock granted pursuant to the Plan shall bear the following legend:

         "The sale or other transfer of the Shares of stock  represented by this
         certificate, whether voluntary, involuntary, or by operation of law, is
         subject  to  certain  restrictions  on  transfer  as set  forth  in the
         MicroAge,  Inc. 1995 Director  Incentive  Plan,  and the  corresponding
         Restricted Stock Agreement. A copy of the Plan and the Restricted Stock
         Agreement may be obtained from the Secretary of MicroAge, Inc."

         6.8 REMOVAL OF RESTRICTIONS.  Except as otherwise provided in the Plan,
Shares of Restricted Stock covered by each Restricted Stock grant made under the
Plan shall become freely  transferable by the Director after the last day of the
Period of Restriction.  Once the Shares are released from the restrictions,  the
Director  shall be entitled  to have the legend  required by Section 6.7 removed
from his or her Share  certificate.  All rights with  respect to the  Restricted
Stock granted to a Director under the Plan shall be available  during his or her
lifetime only to such Director.

         6.9 VOTING RIGHTS. During the Period of Restriction,  Directors holding
Shares of  Restricted  Stock  granted  hereunder  shall have voting  rights with
respect to those Shares.

         6.10   DIVIDENDS  AND  OTHER   DISTRIBUTIONS.   During  the  Period  of
Restriction,  Directors  holding  Shares of Restricted  Stock granted  hereunder
shall be  entitled  to receive  any  dividend  or other  distribution  paid with
respect to those Shares while they are so held.

         6.11 TERMINATION OF SERVICE ON BOARD. If a Participant's service on the
Board  terminates for any reason before the end of a Period of Restriction  with
respect to any grant of Restricted  Stock,  the Restricted Stock that is subject
to a  Period  of  Restriction  shall  continue  to vest in  accordance  with the
schedule set forth in Section 6.6 until the third  anniversary  of the date upon
which a  Participant's  service  on the  Board  terminates,  at  which  time the
Restricted  Stock  that  remains  subject  to a Period of  Restriction  shall be
forfeited (and will again be available for grant under the Plan).
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                            ARTICLE 7. OPTION GRANTS

         7.1  INITIAL  GRANT OF  OPTIONS  UPON  FIRST  BECOMING  A  NON-EMPLOYEE
DIRECTOR.  Each individual who first becomes a Non-employee Director on or after
January 1, 1998, shall be granted an Option to purchase 2,500 Shares,  effective
as of the Service  Commencement  Date.  The specific terms of the Option will be
subject to the  provisions of this Article 7 and the Option  Agreement  executed
pursuant to Section 7.5.

         7.2 ANNUAL GRANT OF OPTIONS.  Beginning with the November 1, 1998 Grant
Date, each individual who is a Non-employee  Director on the Grant Date shall be
granted  an Option to  purchase  2,500  Shares on such Grant  Date  through  and
including  the November 1, 2004 Grant Date,  subject to the  limitations  on the
number of Shares that may be awarded under this Plan. The specific terms of each
annual  Option  grant are subject to the  provisions  of this  Article 7 and the
Option Agreement executed pursuant to Section 7.5.

         7.3 DISCRETIONARY  GRANT OF OPTIONS.  The Board and the Committee shall
have the authority to grant Options, in addition to those granted under Sections
7.1 and 7.2,  in such  amounts  and at such times as the Board or the  Committee
determines appropriate.  The specific terms of a discretionary Option grant made
pursuant to this Section 7.3 will be subject to the provisions of this Article 7
and the Option Agreement executed pursuant to Section 7.5.

         7.4 EXERCISABILITY.  Options granted at each Grant Date under this Plan
shall be deemed to be a separate grant. The Participant may exercise all or part
of each separate  Option  granted under this Plan on or after the later to occur
of:

                  (a) the date each Option  grant vests in  accordance  with the
schedule below; and

                  (b) the date the stock  price  hurdles  with  respect  to each
Option grant are met in accordance with the schedule below, on or after the date
the Option grant vests.


--------------------------------------------------------------------------------
   Percentage of Shares                Date Option            Stock Price Hurdle
Exercisable in Option Grant            Grant Vests            After Vesting Date
--------------------------------------------------------------------------------
         First 34%                First anniversary of           Option Price
                                     the Grant Date                plus 10%
--------------------------------------------------------------------------------
        Second 33%                Second anniversary of        First stock price
                                     the Grant Date             hurdle plus 10%
--------------------------------------------------------------------------------
         Third 33%                Third anniversary of        Second stock price
                                     the Grant Date             hurdle plus 10%
--------------------------------------------------------------------------------


         Notwithstanding the above, each Option under this Plan will become 100%
exercisable on the ninth anniversary of the date such Option is granted,  unless
such Option expires before such date in accordance  with the terms of this Plan.
The Option may not be  exercised  at any time after the  expiration  date in 7.7
below.
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         7.5 OPTION AGREEMENT.  Each Option grant will be evidenced by an Option
Agreement  that will not include any terms or conditions  that are  inconsistent
with the terms and conditions of this Plan.

         7.6 OPTION PRICE.  The exercise price per Share under an Option granted
pursuant to this Article 7 shall be equal to the Fair Market Value of such Share
on the date of the relevant Grant Date ("Option Price").

         7.7 DURATION OF OPTIONS. Each Option granted under this Article 7 shall
expire on the tenth  anniversary  date of its grant unless the Option is earlier
terminated,  forfeited,  or surrendered  pursuant to a provision of this Plan or
the applicable Option Agreement.

         7.8 PAYMENT.  Options are exercisable by delivering a written notice of
exercise to the Secretary of the Company,  setting forth the number of Shares to
be exercised,  accompanied  by full payment for the Shares.  The Option Price is
payable:

                  (a) in cash or its equivalent;

                  (b) by  tendering  previously  acquired  Shares  having a Fair
Market Value at the time of exercise  equal to the total Option Price  (provided
that the Shares  tendered upon Option exercise have been held by the Participant
for at least six months prior to their tender to satisfy the Option Price); or

                  (c) by a combination of (a) and (b).

         As soon as  practicable  after  receipt  of a written  notification  of
exercise  and full  payment,  the  Company  shall cause to be  delivered  to the
Participant,  in the  Participant's  name, Share  certificates in an appropriate
amount based upon the number of Shares purchased pursuant to the exercise of the
Option.

         7.9 RESTRICTIONS ON SHARE  TRANSFERABILITY.  To the extent necessary to
ensure that Options granted under this Article 7 comply with applicable law, the
Board shall impose  restrictions on any Shares acquired pursuant to the exercise
of an Option under this Article 7, including,  without limitation,  restrictions
under  applicable  federal  securities laws, under the requirements of any Stock
exchange or market upon which such Shares are then  listed  and/or  traded,  and
under any blue sky or state securities laws applicable to such Shares.

         7.10 TERMINATION OF SERVICE ON BOARD. If a Participant's service on the
Board is terminated for any reason, and a portion of the Participant's  Award is
not  fully  vested  or   exercisable  as  of  that  date,  the  portion  of  the
Participant's  Award that is  exercisable  and fully  vested will  remain  fully
vested and  exercisable.  The portion of the Award that is not fully  vested and
exercisable  shall continue to vest in accordance with the schedule set forth in
Section 7.4 and will become exerciseable at the time described in Section 7.4.

         To the extent an Option is  exerciseable  as of the date of termination
of service on the Board,  or becomes  exerciseable  thereafter,  it will  remain
exerciseable at any time prior to its expiration date by the Participant or such
other  person or persons as shall  have been  named as the  Participant's  legal
representative  or  beneficiary,  or by such  persons  that  have  acquired  the
Participant's  rights  under the  Option by will or by the laws of  descent  and
distribution.
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         7.11  NONTRANSFERABILITY  OF OPTIONS.  Except as  otherwise  allowed by
uniform rules  adopted by the Board or the  Committee,  no Option  granted under
this  Article 7 shall be sold,  transferred,  pledged,  assigned,  or  otherwise
alienated,  other  than by will,  or by the laws of  descent  and  distribution.
Further,  all Options  granted to a  Participant  under this  Article 7 shall be
exercisable during his or her lifetime only by such Participant.

                          ARTICLE 8. CHANGE OF CONTROL

         8.1 EFFECT OF CHANGE OF CONTROL ON RESTRICTED  STOCK. In the event of a
Change of Control of the Company,  all  Restricted  Stock granted under the Plan
that is still  outstanding  and not yet  vested or still  subject to a Period of
Restriction,  shall become  immediately  100% vested in each Participant and the
Period of Restriction  shall  immediately  expire, as of the first date that the
definition of Change of Control has been fulfilled.

         8.2 EFFECT OF CHANGE OF CONTROL ON OPTIONS. In the event of a Change of
Control  of the  Company,  all  Options  granted  under  the Plan that are still
outstanding and not yet vested and exerciseable,  shall become  immediately 100%
vested in each  Participant  and  exerciseable,  as of the  first  date that the
definition of Change of Control has been fulfilled, and shall be exercisable for
the remaining duration of the Option. All Options that are exercisable as of the
effective  date  of the  Change  of  Control  will  remain  exercisable  for the
remaining duration of the Option

               ARTICLE 9. AMENDMENT, MODIFICATION, AND TERMINATION

         9.1  AMENDMENT,   MODIFICATION,  AND  TERMINATION.  The  Committee  may
terminate, amend, or modify the Plan at any time and from time to time. However,
the Committee may not amend,  modify, or terminate the Plan without  stockholder
approval if  stockholder  approval is required  under  applicable  law or by any
national  securities  exchange  or system on which the Shares are then listed or
reported.

         9.2 AWARDS PREVIOUSLY GRANTED.  Unless required by law, no termination,
amendment,  or modification of the Plan shall in any manner adversely affect any
Award  previously  granted  under the Plan,  without the written  consent of the
Participant holding the Award.

                            ARTICLE 10. MISCELLANEOUS

         10.1  INDEMNIFICATION.  Each  individual  who is or was a member of the
Board shall be indemnified and held harmless by the Company from any loss, cost,
liability,  or expense that may be imposed upon or reasonably incurred by him or
her in connection with or resulting from any claim,  action, suit, or proceeding
to  which he or she may be a party  or in  which  he or she may be  involved  by
reason of any  action  taken or  failure to act under this Plan and from any and
all  amounts  paid  by him or her in  settlement  thereof,  with  the  Company's
approval,  or paid by him or her in  satisfaction  of any  judgment  in any such
action,  suit, or proceeding  against him or her,  provided he or she shall give
the Company an  opportunity,  at its own expense,  to assume and defend the same
before he or she undertakes to defend it on his or her own behalf.

         The foregoing  right of  indemnification  shall not be exclusive of any
other rights of  indemnification to which such individuals may be entitled under
the Company's Certificate of Incorporation or By-Laws,
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as a matter of law,  or  otherwise,  or any power that the  Company  may have to
indemnify them or hold them harmless.

         10.2 BENEFICIARY DESIGNATION.  Each Participant under the Plan may name
any  beneficiary  or  beneficiaries  to whom any benefit under the Plan is to be
paid in the event of his or her death.  Each  designation  will revoke all prior
designations  by the  same  Participant,  shall be in a form  prescribed  by the
Committee,  and will be effective only when filed by the  Participant in writing
with the  Committee  during  his or her  lifetime.  In the  absence  of any such
designation,  benefits remaining unpaid at the Participant's death shall be paid
to the Participant's estate.

         10.3  SUCCESSORS.  All  obligations of the Company under the Plan, with
respect to Awards  granted  hereunder,  shall be binding on any successor to the
Company,  whether the  existence of such  successor is the result of a direct or
indirect purchase, merger, consolidation,  or otherwise, of all or substantially
all of the business and/or assets of the Company.

         10.4  REQUIREMENTS  OF LAW. The granting of Awards under the Plan shall
be subject to all applicable laws, rules, and regulations, and to such approvals
by  any  governmental  agencies  or  national  securities  exchanges  as  may be
required.  Notwithstanding  any other provisions of the Plan, the Committee may,
in its  sole  discretion,  terminate,  amend,  or  modify  the  Plan  in any way
necessary to comply with applicable  requirements  of Rule 16b-3  promulgated by
the  Securities  and Exchange  Commission as  interpreted  pursuant to no-action
letters and interpretive releases.

         10.5  GOVERNING  LAW. To the extent not  preempted  by federal law, the
Plan, and all agreements  hereunder,  shall be construed in accordance  with and
governed by the laws of the State of Arizona.
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