AMENDMENT TO THE
                                     PINACOR
                             RETIREMENT SAVINGS PLAN

         Effective July 1, 1988, MicroAge, Inc. established the MicroAge, Inc.
Retirement Savings Plan (the "MicroAge Plan") for its employees. Effective as of
November 2, 1998, the MicroAge Plan was divided into two plans, with a separate
plan, the Pinacor Retirement Savings Plan (the "Plan") being established for the
benefit of Pinacor, Inc. (the "Company") employees. By this instrument, the
Company intends to amend the Plan to allow direct participation in the Plan by
ESSP Participants and to provide the Plan Administrator with authority to
establish policies and procedures governing the amount of Pre-Tax Contributions
that may be made by the ESSP Participants.

         1. This Amendment is effective as of March 1, 2000.

         2. This Amendment shall amend only the provisions of the Plan as set
forth herein, and those provisions not expressly amended 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. Effective March 1,
                  2000, ESSP Participants shall be allowed to make Pre-Tax
                  Contributions directly to this Plan. Moreover, following the
                  end of the 1999-2000 Plan Year, Pre-Tax Contributions 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 Pre-Tax Contributions made by a ESSP Participant
                  directly to this Plan and those amounts 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)(3) of the Plan is hereby amended by restating the
last sentence thereof in its entirety to provide as follows:

                  Appropriate adjustments will be made to take into account any
                  Pre-Tax Contributions made by an ESSP Participant during a
                  Plan Year either prior to the effective date of his
                  participation in the ESSP or after February 29, 2000, with the
                  manner of adjustment to be determined by the Plan
                  Administrator in accordance with rules and procedures of
                  uniform application.

         5. Section 4.1(d) of the Plan is hereby amended by the addition of the
following sentence to the end thereof:

                  Pre-Tax Contributions for ESSP Participants are subject to
                  such limitations (E.G., a cap on Pre-Tax Contributions of six
                  percent (6%)) as may be set forth in the policies and
                  procedures adopted by the Plan Administrator.

         To signify its adoption of this Amendment, Pinacor, Inc., has caused
this Amendment to be executed by its duly authorized officer on this 15th day
of March, 2000.

                                           PINACOR, INC.

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

                                            Its: Chairman of the Board
                                                --------------------------------