FIRST AMENDMENT
                                            TO THE
                               PINACOR RETIREMENT SAVINGS PLAN

        Effective November 2, 1998, Pinacor, Inc. (the "Company") established
the Pinacor Retirement Savings Plan (the "Plan"). By this instrument, the
Company intends to amend the Plan to (i) ease the administration of the Plan,
(ii) clarify the transfer rules applicable to the ESSP Participants, (iii)
permit a Participant to elect to transfer all or a portion of his interest in
his MicroAge Stock Account to any other Investment Fund or Funds effective as of
May 1, 1999 and (iv) waive the last day of the year rule on matching
contribution allocations for a particular group of terminated employees.

        1. The changes made to the Plan by this First Amendment are effective as
of November 2, 1998, unless otherwise indicated.

        2. This First Amendment shall amend only the provisions of the Plan as
set forth herein, and those provisions not expressly amended hereby shall be
considered in full force and effect.

        3. Section 4.1(b) of the Plan is hereby amended by restating the first
paragraph thereof in its entirety to provide as follows:

               "(b) SPECIAL RULES FOR ESSP PARTICIPANTS. No Participant who is
        an ESSP Participant shall be allowed to make Elective Deferrals directly
        to this Plan. Following the end of each Plan Year, however, Elective
        Deferrals may be made by a direct transfer to the Trustee from the
        trustee of the ESSP on behalf of each ESSP Participant who is an active
        Employee on the day such transfer is made to this Plan. The amount of
        Elective Deferrals transferred to this Plan from the ESSP on behalf of
        each such Participant shall not exceed the least of (1) the dollar
        limitation imposed by Section 402(g) of the Code for such year or (2)
        the maximum amount that may be transferred to this Plan without causing
        this Plan to violate the ADP limitations described in Section 4.3 for
        the Plan Year or (3) any other applicable limitation."


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        4. Section 4.1(b) of the Plan is hereby amended further by adding the
following sentence to the end of subparagraph (3):

        "In the event that an ESSP Participant is not an active Employee on the
        day that the transfer contemplated by this Section 4.1(b) is made to
        this Plan, no transfer shall be made on behalf of such ESSP Participant
        and the "amount available for transfer pursuant to the ESSP" referred to
        in clause (i) above shall be deemed to be zero."

        5. Section 5.1(b) of the Plan is hereby amended and restated in its
entirety to provide as follows:

               "(b)   ELIGIBLE PARTICIPANTS.

                (1) GENERAL RULE. A Participant who is eligible to participate
        in the Matching Contributions feature of the Plan in accordance with
        Section 3.1 shall be entitled to receive a Matching Contribution for a
        Plan Year if the Participant made any Pre-Tax Contributions for the Plan
        Year and the Participant is employed by the Employer on the last day of
        the Plan Year. If Matching Contributions are made on some basis other
        than annually (for example, monthly or quarterly), a Participant need
        only be employed on the last day of the relevant period (for example,
        the last day of the calendar quarter or month) rather than the last day
        of the Plan Year.

               (2) EXCEPTION FOR DEATH, RETIREMENT, DISABILITY. Notwithstanding
        the provisions of subparagraph (1) above, an otherwise eligible
        Participant who dies, retires on or after his Normal Retirement Date or
        terminates employment due to a Disability shall be entitled to receive a
        Matching Contribution (if one is made) for a period regardless of
        whether the Participant is employed on the last day of the period.

               (3) EXCEPTION FOR OCTOBER 1999 REDUCTION IN FORCE.
        Notwithstanding the provisions of subparagraph (1) above, an otherwise
        eligible Participant whose employment was terminated during October of
        1999 due to a reduction in the Company's workforce shall be entitled to
        receive a Matching Contribution (if one is made) regardless of whether
        the Participant was employed on the last day of the Plan Year that ended
        on October 31, 1999."


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        6. Effective May 1, 1999, Section 7.1(c) of the Plan is hereby amended
and restated in its entirety to read as follows:

               "(c) THE MICROAGE COMMON STOCK FUND. All amounts credited to a
        Participant's MicroAge Stock Account as of the Spin-off Effective Date
        and the portion, if any, of a Participant's Matching Contributions
        Account and Pre-Tax Contributions Account that is invested in MicroAge
        Stock as of the Spin-off Effective Date shall be invested in the
        MicroAge Common Stock Fund. No other amounts credited to a Participant's
        accounts under this Plan shall be invested in or transferred to the
        MicroAge Common Stock Fund. A Participant may elect to transfer the
        portion of his Pre-Tax Contributions Account that is invested in the
        MicroAge Common Stock Fund to any other Investment Fund or Funds at any
        time. A Participant also may elect to transfer any portion of his
        MicroAge Stock Account to any other Investment Fund or Funds. Once a
        Participant has a fully vested interest in his Matching Contributions
        Account, the Participant may elect to transfer the portion of his
        Matching Contribution Account that is invested in the MicroAge Common
        Stock Fund to any other Investment Fund or Funds. In addition, if for
        any reason MicroAge ceases to be an Affiliate of the Company, a
        Participant may elect to transfer all or a portion of his interest in
        the MicroAge Common Stock Fund to any other Investment Fund or Funds
        (regardless of the Participant's vested interest). Subsequent elections
        to reinvest amounts in the MicroAge Common Stock Fund shall not be
        permitted."

        7. Sections 8.2(a) and (b) of the Plan are hereby amended and restated
in their entirety to read as follows:

               "(a) AMOUNT. The total outstanding loans from the Trust Fund to
        any Participant at any time shall not exceed the Participant's vested
        interest in his accounts, determined as of the most recent Valuation
        Date for the Plan. Any loan which is made pursuant to Section 8.1 shall
        be treated as a taxable distribution to the extent that it causes the
        outstanding balance at any time of all loans from all "employee pension
        benefit plans" (as defined in the Act) of the Employer and its
        Affiliates that are intended to "qualify" under Section 401(a) of the
        Act to exceed fifty percent (50%) of the present value of the
        Participant's nonforfeitable accrued benefit under all such plans;
        provided that such maximum shall not be more than Fifty Thousand Dollars
        ($50,000.00) with such Fifty Thousand Dollar ($50,000.00) limitation to
        be reduced by the highest outstanding loan balance during the twelve
        (12) month period preceding


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        the date on which a loan is made. The Plan Administrator may, in the
        exercise of its discretion, prohibit the making of any loan that would
        be treated as a taxable distribution.

               (b) SECURITY. The loan shall be evidenced by the Participant's
        promissory note and shall be secured by an assignment of the
        Participant's vested interest in all of his accounts and such additional
        collateral as the Trustee shall deem necessary, provided that in no
        event shall the loan be secured by an assignment of more than fifty
        percent (50%) of the Participant's vested interest in his accounts. In
        determining whether a pledge of additional collateral is necessary, the
        Trustee shall consider the Participant's credit worthiness and the
        impact on the Plan in the event of a default under the loan prior to the
        Participant's Benefit Commencement Date."

        8. Section 8.3(c) of the Plan is hereby amended and restated in its
entirety to read as follows:

               "(c) COSTS. Any costs incurred by the Plan Administrator or the
        Trustee to establish, process, administer or collect the loan shall be
        charged directly and solely to the Participant unless other mutually
        agreeable arrangements are made by the Plan Administrator and the
        Participant in a uniform and nondiscriminatory manner."

        9. Section 11.1(b) of the Plan is hereby amended and restated in its
entirety to read as follows:

               "(b) HARDSHIP WITHDRAWAL COMMITTEE. All requests for a hardship
        withdrawal shall be made to the "Hardship Withdrawal Committee." The
        "Hardship Withdrawal Committee" shall consist of the Company's Chief
        Financial Officer, its principal Human Resources executive and a third
        member who shall be selected by the previously named members."


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        10. Section 11.5 of the Plan is hereby amended and restated in its
entirety to read as follows:

        "11.5  DEATH.

               (a) BENEFIT. In the event that a Participant (which term for
        purposes of this Section includes former Participants) shall die prior
        to his Benefit Commencement Date, the Participant's surviving spouse (or
        his other designated Beneficiary) shall be entitled to full distribution
        of the Participant's accounts at the time and in the manner provided in
        Sections 11.7 and 11.8.

               (b) DEATH AFTER COMMENCEMENT OF BENEFITS. In the event that a
        former Participant shall die after his Benefit Commencement Date but
        prior to the complete distribution of all amounts to which such
        Participant is entitled under the provisions of this ARTICLE 11, the
        Participant's spouse or other designated Beneficiary shall be entitled
        to receive any remaining amounts to which the Participant would have
        been entitled had the Participant survived. The Plan Administrator may
        require and rely upon such proofs of death and the right of any spouse
        or Beneficiary to receive benefits pursuant to this Section as the Plan
        Administrator may reasonably determine, and its determination of death
        and the right of such spouse or Beneficiary to receive payment shall be
        binding and conclusive upon all persons whomsoever."

        11. Section 11.9 of the Plan is hereby amended and restated in its
entirety to read as follows:

        "11.9  DESIGNATION OF BENEFICIARY.

               Subject to Section 11.5, each Participant shall have the right to
        designate, on forms supplied by and delivered to the Plan Administrator,
        a Beneficiary or Beneficiaries to receive his benefits hereunder in the
        event of the Participant's death. Each Participant may change his
        Beneficiary designation from time to time in the manner described above.
        Upon receipt of such designation by the Plan Administrator, such
        designation or change of designation shall become effective as of the
        date of the notice, whether or not the Participant is living at the time
        the notice is received. There shall be no liability on the part of the
        Employer, the Plan Administrator or the Trustee with respect to any
        payment authorized by the Plan Administrator in accordance with the most
        recent valid Beneficiary designation of the Participant in its
        possession before receipt of a more recent and valid Beneficiary
        designation. If no designated Beneficiary is living when benefits become
        payable, or if there is no designated Beneficiary, the Beneficiary shall
        be the Participant's spouse; or if no spouse is then living, such
        Participant's issue, including any


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        legally adopted child or children, in equal shares by right of
        representation; or if no such designated Beneficiary and no such spouse
        or issue, including any legally adopted child or children, is living
        upon the death of a Participant, or if all such persons die prior to the
        full distribution of such Participant's benefits, then the Beneficiary
        shall be the estate of the Participant."

        To signify its adoption of this First Amendment, Pinacor, Inc. has
caused this First Amendment to be executed by its duly authorized officer on
this 2nd day of December, 1999.

                                                   Pinacor, Inc.



                                                   By: /s/ Jeffrey D. McKeever
                                                   ----------------------------
                                                          Jeffrey D. McKeever
                                                          Chairman


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