PINACOR

                             RETIREMENT SAVINGS PLAN














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                                TABLE OF CONTENTS

                                                                            PAGE

PREAMBLE.......................................................................5
ARTICLE 1......................................................................5
EFFECTIVE DATE.................................................................5
         1.1  EFFECTIVE DATE...................................................5

ARTICLE 2......................................................................5
         2.1  DEFINITIONS......................................................5
         2.2. TOP HEAVY PLAN PROVISIONS.......................................15
         2.3  HIGHLY COMPENSATED EMPLOYEE.....................................16
         2.4  CONSTRUCTION....................................................18

ARTICLE 3.....................................................................18
         3.1  ELIGIBILITY.....................................................18
         3.2. PARTICIPATION...................................................19
         3.3  CREDITING OF SERVICE............................................19
         3.4  EFFECT OF REHIRING..............................................20
         3.5  AUTHORIZED LEAVES OF ABSENCE....................................20
         3.6  SERVICE WITH AFFILIATED EMPLOYERS AND ACQUIRED COMPANIES........20
         3.7  TERMINATION OF PARTICIPATION....................................21
         3.8  TRANSFERS TO AND FROM AN ELIGIBLE CLASS OF EMPLOYEES............21
         3.9  LEASED EMPLOYEES................................................21

ARTICLE 4.....................................................................22
         4.1  PRE-TAX CONTRIBUTIONS...........................................22
         4.2  PRE-TAX CONTRIBUTIONS -- DOLLAR LIMITATION......................24
         4.3  LIMITATION ON CONTRIBUTIONS OF HIGHLY COMPENSATED EMPLOYEES.....25
         4.4  DESIGNATION AND CHANGE OF DESIGNATION OF PRE-TAX CONTRIBUTIONS..28
         4.5  SUSPENSION OF PRE-TAX CONTRIBUTIONS.............................29
         4.6  AFTER-TAX CONTRIBUTIONS.........................................29
         4.7  PARTICIPANT ROLLOVER CONTRIBUTIONS..............................29

ARTICLE 5.....................................................................30
         5.1  EMPLOYER CONTRIBUTIONS..........................................30
         5.2  CONDITIONAL NATURE OF CONTRIBUTIONS.............................31
         5.3  ADJUSTMENT OF MATCHING CONTRIBUTIONS ACCOUNT....................36

ARTICLE 6.....................................................................36
         6.1  SEPARATE ACCOUNTS...............................................36
         6.2  SPIN-OFF........................................................36
         6.3  ALLOCATION OF CONTRIBUTIONS AND FORFEITURES.....................38
         6.4  VALUATION AND ACCOUNT ADJUSTMENTS...............................39
         6.5  LIMITATIONS ON ANNUAL ADDITIONS.................................40


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ARTICLE 7.....................................................................42
         7.1. DIRECTION BY PARTICIPANT........................................42
         7.2  CHANGE IN INVESTMENT DIRECTIONS.................................43
         7.3  TRANSFERS BETWEEN INVESTMENT FUNDS..............................43
         7.4  PARTICIPANT DIRECTED INDIVIDUAL ACCOUNT PLAN....................44
         7.5  TRANSFER OF ASSETS..............................................45

ARTICLE 8.....................................................................46
         8.1  GENERAL RULE....................................................46
         8.2  AMOUNT OF LOAN; SECURITY........................................46
         8.3  TERMS OF LOAN...................................................47
         8.4  DEFAULT.........................................................47
         8.5  TRANSFERRED LOANS ACCEPTED PURSUANT TO SECTION 4.7..............48
         8.6  SUSPENSION OF LOAN PAYMENTS UNDER CODE SECTION 414(U)...........48

ARTICLE 9.....................................................................48
         9.1  VOTING RIGHTS...................................................48
         9.2  TENDER OR EXCHANGE OFFERS.......................................50
         9.3  PUT OPTION......................................................51
         9.4  RIGHT OF FIRST REFUSAL..........................................53
         9.5  SECURITIES REGISTRATION.........................................55
         9.6  SECURITIES RESTRICTIONS.........................................55

ARTICLE 10....................................................................56
        10.1  FULL VESTING....................................................56
        10.2  DETERMINATION OF VESTED INTEREST IN THE EVENT OF TERMINATION
               OF EMPLOYMENT..................................................56
        10.3  RESTORATION OF FORFEITURES......................................57
        10.4  AMENDMENTS TO VESTING SCHEDULE..................................58

ARTICLE 11....................................................................59
        11.1  HARDSHIP WITHDRAWALS............................................59
        11.2  WITHDRAWALS AFTER ATTAINMENT OF AGE 59 1/2......................61
        11.3  NORMAL AND LATE RETIREMENT......................................61
        11.4  DISABILITY RETIREMENT...........................................61
        11.5  DEATH...........................................................61
        11.6  OTHER SEPARATIONS FROM EMPLOYMENT...............................62
        11.7  TIME OF DISTRIBUTION OF BENEFITS................................63
        11.8  METHOD OF DISTRIBUTION..........................................64
        11.9  DESIGNATION OF BENEFICIARY......................................65
        11.10 PAYMENTS TO DISABLED............................................65
        11.11 UNCLAIMED ACCOUNTS; NOTICE......................................66
        11.12 WITHHOLDING.....................................................66
        11.13 UNDERPAYMENT OR OVERPAYMENT OF BENEFITS.........................66
        11.14 ELIGIBLE ROLLOVER DISTRIBUTIONS.................................66



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ARTICLE 12....................................................................68
        12.1  PLAN ADMINISTRATOR..............................................68
        12.2  ALLOCATION OF FIDUCIARY RESPONSIBILITY..........................68
        12.3  POWERS OF THE PLAN ADMINISTRATOR................................68
        12.4  CLAIMS..........................................................69
        12.5  CREATION OF COMMITTEE...........................................70
        12.6  CHAIRMAN AND SECRETARY..........................................70
        12.7  APPOINTMENT OF AGENTS...........................................70
        12.8  DELEGATION OF AUTHORITY.........................................71
        12.9  MAJORITY VOTE AND EXECUTION OF INSTRUMENTS......................71
        12.10 ALLOCATION OF RESPONSIBILITIES AMONG COMMITTEE MEMBERS..........71
        12.11 CONFLICT OF INTEREST............................................71
        12.12 OTHER FIDUCIARY CAPACITIES......................................71

ARTICLE 13....................................................................72
        13.1  SCOPE OF RESPONSIBILITY.........................................72
        13.2  BONDING.........................................................73
        13.3  PROHIBITION AGAINST CERTAIN PERSONS HOLDING POSITIONS...........73
        13.4  DISCRETIONARY AUTHORITY.........................................73

ARTICLE 14....................................................................73
        14.1  AMENDMENT.......................................................73
        14.2  PLAN MERGER OR CONSOLIDATION....................................74
        14.3  MERGER OR CONSOLIDATION OF COMPANY..............................74
        14.4  TERMINATION OF PLAN OR DISCONTINUANCE OF CONTRIBUTIONS..........74
        14.5  LIMITATION OF EMPLOYER LIABILITY................................75
        14.6  PARTICIPATION BY EMPLOYERS......................................75

ARTICLE 15....................................................................76
        15.1  NO ASSIGNMENT PERMITTED.........................................76
        15.2  QUALIFIED DOMESTIC RELATIONS ORDERS.............................76
        15.3  EARLY COMMENCEMENT OF PAYMENTS TO ALTERNATE PAYEES..............77
        15.4  PROCESSING OF QUALIFIED DOMESTIC RELATIONS ORDERS...............77
        15.5  RESPONSIBILITY OF ALTERNATE PAYEES..............................78
        15.6  TREATMENT OF OUTSTANDING PARTICIPANT LOANS......................78

ARTICLE 16....................................................................80
        16.1  LIMITATION ON PARTICIPANTS' RIGHTS..............................80
        16.2  SOURCE OF PAYMENT...............................................80
        16.3  EXCLUSIVE BENEFIT...............................................80
        16.4  UNIFORM ADMINISTRATION..........................................81
        16.5  HEIRS AND SUCCESSORS............................................81
        16.6  ASSUMPTION OF QUALIFICATION.....................................81
        16.7  COMPLIANCE WITH SECTION 414(u) OF THE CODE......................81



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                         PINACOR RETIREMENT SAVINGS PLAN

                                    PREAMBLE

     Effective as of July 1, 1988, MicroAge, Inc. ("MicroAge") adopted a
qualified retirement program that is now known as the MicroAge, Inc. Retirement
Savings and Employee Stock Ownership Plan (the "MicroAge Plan"). Pinacor, Inc.
(the "Company") presently is a subsidiary of MicroAge and the Company and its
subsidiaries are participating employers under the MicroAge Plan.

     Effective as of November 2, 1998 (the "Spin-Off Effective Date"), the
MicroAge Plan is being divided into two plans, with a separate plan, the Pinacor
Retirement Savings Plan (the "Plan") being established for the benefit of those
Participants in the MicroAge Plan who, as of the Spin-Off Effective Date, are
"Employees" (as defined below) of the Company or any Affiliates that are deemed
to have adopted this Plan. The Plan, the terms of which are set forth below, is
accordingly a continuation of the MicroAge Plan and constitutes an amendment and
restatement of the MicroAge Plan as it applies to such Employees.

                                    ARTICLE 1

                                 EFFECTIVE DATE

1.1  EFFECTIVE DATE.

     Except as otherwise specifically provided with respect to particular
provisions of the Plan, the provisions of this Plan shall be effective as of
November 2, 1998 (the "Effective Date").

                                    ARTICLE 2

                          DEFINITIONS AND CONSTRUCTION

2.1  DEFINITIONS.

     When a word or phrase shall appear in this Plan with the initial letter
capitalized, and the word or phrase does not commence a sentence, the word or
phrase shall generally be a term defined in this Section 2.1, Section 1.1 or in
the Preamble. The following words and phrases utilized in the Plan with the
initial letter capitalized shall have the meanings set forth in this Section
2.1, unless a clearly different meaning is required by the context in which the
word or phrase is used:

     (a) "ACT" - The Employee Retirement Income Security Act of 1974, as it may
be amended from time to time.


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     (b) "AFFILIATE" - Any member of a "controlled group of corporations"
(within the meaning of Section 414(b) of the Code as modified by Section 415(h)
of the Code) that includes the Employer as a member of the group; any member of
an "affiliated service group" (within the meaning of Section 414(m)(2) of the
Code) that includes the Employer as a member of the group; any member of a group
of trades or businesses under common control (within the meaning of Section
414(c) of the Code as modified by Section 415(h) of the Code) that includes the
Employer as a member of the group; and any other entity required to be
aggregated with the Employer pursuant to regulations issued by the United States
Treasury Department pursuant to Section 414(o) of the Code.

     (c) "ANNUAL ADDITION" - The sum of the following amounts allocable for a
Plan Year to a Participant under this Plan or under any defined contribution
plan or defined benefit plan maintained by the Employer or any Affiliate:

          (1) The Employer contributions allocable for a Plan Year to the
     accounts of the Participant, including any amount allocable from a suspense
     account maintained pursuant to such plan on account of a prior Plan Year;
     amounts deemed to be Employer contributions pursuant to a cash-or-deferred
     arrangement qualified under Section 401(k) of the Code (including the
     Pre-Tax Contributions allocable to a Participant pursuant to this Plan);
     and amounts allocated to a medical account which must be treated as annual
     additions pursuant to Section 415(l)(1) or Section 419A(d)(2) of the Code;

          (2) All nondeductible Employee contributions allocable during a Plan
     Year to the accounts of the Participant; and

          (3) Forfeitures allocable for a Plan Year to the accounts of the
     Participant.

Any rollover contributions or transfers from other qualified plans, restorations
of forfeitures, or other items similarly enumerated in Treasury Regulation
Section 1.415-6(b)(3) shall not be considered in calculating a Participant's
Annual Additions for any Plan Year.

     (d) "AUTHORIZED LEAVE OF ABSENCE" - A leave of absence (without pay)
granted by an Employer in writing in accordance with the Employer's uniformly
applied rules regarding leaves of absence. An Authorized Leave of Absence shall
include an Employee's absence from employment as a result of the Employee's
service as a member of the armed forces of the United States, provided that the
Employee left the Employer directly to enter the armed services and returns to
the employ of the Employer within the period during which his employment rights
are protected by the USERRA (or any similar law) as now in effect or as
hereafter amended.

     (e) "BENEFICIARY" - The person or persons designated to receive benefits
under this Plan in the event of the death of the Participant.



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     (f) "BENEFIT COMMENCEMENT DATE" - The first day on which all events
(including the passing of the day on which benefit payments are scheduled to
commence) have occurred which entitle the Participant to receive his first
benefit payment from the Plan.

     (g) "BOARD" - The Board of Directors of the Company.

     (h) "BREAK IN SERVICE" - A twelve (12) consecutive month period during
which an Employee does not complete more than five hundred (500) Hours of
Service. The applicable twelve (12) consecutive month period shall be the same
twelve (12) consecutive month period that is used for purposes of calculating
the Participant's Years of Service.

     (i) "CODE" - The Internal Revenue Code of 1986, as amended.

     (j) "COMPANY STOCK" or "COMPANY COMMON STOCK" -

          (1) Common stock of the Company or any other Affiliate which is
     readily tradeable on an established securities market; or

          (2) if at any time there is no common stock which meets the
     requirements of paragraph (1), the term Company Stock means common stock of
     the Company or any Affiliate having a combination of voting power and
     dividend rights equal to or in excess of (i) that class of common stock of
     the Company or any Affiliate having the greatest voting power and (ii) that
     class of common stock of the Company or any Affiliate having the greatest
     dividend rights.

     (k) "COMPANY COMMON STOCK FUND" - The portion of the Trust Fund invested by
the Trustee in Company Stock.

     (l) "COMPENSATION" - All of the Participant's wages within the meaning of
Section 3401(a) of the Code and all payments of compensation to the Employee by
the Employer (in the course of an Employer's trade or business) for which an
Employer is required to furnish the Employee a written statement under Sections
6041(d), 6051(a)(3) and 6502 of the Code, determined without regard to any rules
under Section 3401(a) that limit the remuneration included in wages based on the
nature or location of the employment or the services performed. For purposes of
this paragraph, Compensation for a Plan Year is the Compensation actually paid
or includible in gross income during such year. Notwithstanding the foregoing,
Compensation in excess of One Hundred Sixty Thousand Dollars ($160,000) shall be
disregarded for all purposes. The limitations specified in the preceding
sentences shall be adjusted for each Plan Year, to take into account any
cost-of-living increase adjustment for that Plan Year allowable pursuant to the
applicable regulations or rulings of the United States Treasury Department under
Section 401(a)(17) of the Code. If an Employee receives any payments from an
Affiliate which would be treated as Compensation if paid by the Employer, such
amounts shall be included in calculating the Employee's Compensation for
purposes of Section 415 of the Code and the corresponding provisions of this
Plan. Any amounts paid to an Employee by an Affiliate shall be disregarded for
all other purposes under this Plan unless the Affiliate making the payment has
elected to provide benefits to its employees pursuant to this Plan. Except for
purposes of making allocations under Top Heavy Plans pursuant to Section 6.3 and
Sections 2.2 and 6.5, the term "Compensation" shall also include amounts (such
as Pre-Tax Contributions to this Plan) which are not currently includible in the
Participant's gross taxable income by reason of the application of Sections 125
or 402(e) of the Code, if such amounts are attributable to the performance of
services for the Employer or any Affiliate.



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     (m) "DISABILITY" - The inability to engage in any substantial gainful
activity with the Employer by reason of any medically determinable physical or
mental impairment that can be expected to result in death or be of
long-continued and indefinite duration. The Plan Administrator may require such
medical or other evidence as it deems necessary to judge the nature and
permanency of the Participant's condition and its determination shall be binding
and conclusive upon all persons whomsoever.

     (n) "EARNINGS" - All of an Employee's wages within the meaning of Section
3401(a) of the Code and all payments of compensation to the Employee by the
Employer for which the Employer is required to furnish the Employee a written
statement under Sections 6041(d), 6051(a)(3) and 6502 of the Code, determined
without regard to any rules under Section 3401(a) that limit the remuneration
included in wages based on the nature or location of the employment or the
services performed. "Earnings" shall also include amounts (such as Pre-Tax
Contributions to this Plan) which are not currently includable in the Employee's
gross taxable income by reason of the application of Sections 125, 402(e)(3) or
402(h)(1)(B) of the Code, if such amounts are attributable to the performance of
services for the Employer or any Affiliate. "Earnings" shall not include cash
spif payments that are not paid directly to the Employee by an Employer (i.e.,
those which are paid by a third-party) or non-cash spif payments, regardless of
whether the non-cash spif payments are subsequently converted to cash. Only
Earnings paid while an Employee is eligible to make Pre-Tax Contributions to the
Plan shall be includable as Earnings hereunder. Notwithstanding the foregoing,
Earnings in excess of One Hundred Sixty Thousand Dollars ($160,000) shall be
disregarded for all purposes. The limitations specified in the preceding
sentences shall be adjusted to take into account any cost-of-living increase
adjustment for that Plan Year allowable pursuant to the applicable regulations
or rulings of the United States Treasury Department under Section 401(a)(17) of
the Code.

     (o) "EMPLOYEE" - Each person who is classified by an Employer as a common
law employee (or who would be considered a common law employee if such person
were not on an Authorized Lease of Absence) or who is leased by the Employer
from an Affiliate. Regardless of any subsequent determination by a court or a
governmental agency that an individual should be treated as a common law
employee, an individual will be considered an Employee under the Plan only if
such individual has been so classified by an Employer for purposes of this Plan
and is not treated as (1) a consultant, (2) an employee leased from any
organization other than an Affiliate, (3) an independent contractor or an
employee of an independent contractor, or (4) employed pursuant to a written
contract for a fixed term (irrespective of extensions or renewals). If an
Employer modifies its classification or treatment of an individual, the
modification shall be applied prospectively only unless the Employer indicates
otherwise, in which case the modification will be effective as of the date
specified by the Employer. If an individual is characterized as a common law
employee of an Employer by a governmental agency or court but not by the
Employer, such individual shall be treated as an employee who has not been
designated for participation in this Plan.



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     (p) "EMPLOYER" - The Company and each successor in interest to the Company
resulting from merger, consolidation, or transfer of substantially all of its
assets that elects to continue this Plan. Except as otherwise clearly indicated
by the context (such as in Section 2.1(b)), the term "Employer" as used herein
shall include each Affiliate which has elected by action of its board of
directors, with the consent of the Company, to adopt this Plan. Each Affiliate
adopting this Plan shall be deemed to have delegated to the Board all authority
to amend or terminate the Plan and to appoint and remove the Plan Administrator
and the Trustee. Any "Employer" under the MicroAge Plan that is either a direct
or indirect subsidiary of Pinacor shall be deemed to be an "Employer" under this
Plan without any further action of the Company or the board of directors or
officers of such Employer.

     (q) "ESSP" or "EXECUTIVE SUPPLEMENTAL SAVINGS PLAN" - The Pinacor Executive
Supplemental Savings Plan, as it may be amended from time to time.

     (r) "ESSP PARTICIPANT" - Any individual employed by an Employer or an
Affiliate who is eligible to participate in the ESSP and who has been notified
by the ESSP plan administrator of his eligibility.

     (s) "HIGHLY COMPENSATED EMPLOYEE" - Each individual who is treated as a
"Highly Compensated Employee" pursuant to Section 2.3 of this Plan and Section
414(q) of the Code.

     (t) "HOUR OF SERVICE" -

          (1) An hour for which an Employee is directly or indirectly
     compensated, or is entitled to compensation, by the Employer or an
     Affiliate for the performance of duties. Such Hours of Service shall be
     credited to the respective computation period in which the duties were
     performed.

          (2) An hour for which an Employee is directly or indirectly
     compensated, or is entitled to compensation, by the Employer or an
     Affiliate on account of a period of time during which no duties are
     performed (irrespective of whether the employment relationship has
     terminated) due to vacation, holiday, illness, incapacity (including
     disability), layoff, jury duty, military duty or leave of absence. No more
     than five hundred one (501) Hours of Service shall be credited under this
     paragraph (2) for any single continuous period (whether or not such period
     occurs in a single service computation period). Hours of Service under this
     paragraph (2) shall be calculated and credited pursuant to Section
     2530.200b-2 of the Department of Labor regulations governing the
     computation of Hours of Service, which are incorporated herein by this
     reference.



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          (3) An hour for which back pay (irrespective of mitigation of damages)
     is either awarded or agreed to by the Employer or an Affiliate. The same
     Hours of Service shall not be credited both under paragraph (1) or
     paragraph (2) above, as the case may be, and under this paragraph (3).
     Hours of Service attributable to back pay credits will be credited to the
     respective service computation period or periods to which the back pay
     pertains, rather than to the service computation period or periods in which
     the award, agreement, or payment is made.

          (4) In lieu of determining Hours of Service under the foregoing
     paragraphs (1), (2) and (3), the Plan Administrator may credit an Employee
     with two hundred (200) Hours of Service for each month for which any
     service must be credited. Such crediting hours shall be performed on a
     nondiscriminatory basis pursuant to rules adopted and uniformly applied by
     the Plan Administrator.

          (5) Employees shall also be credited with any additional Hours of
     Service required to be credited pursuant to any Federal law other than the
     Act or the Code.

          (6) Solely for purposes of determining whether an Employee has
     incurred a Break in Service, an Employee shall be credited with Hours of
     Service in accordance with the provisions of this paragraph (6) for periods
     of absence (with or without pay) by reason of the pregnancy of the
     Employee, the birth of a child of the Employee, the placement of a child
     with the Employee in connection with the adoption of such child by the
     Employee, or for purposes of caring for a child of the Employee for a
     period beginning immediately following the child's birth or placement. An
     Employee who is on an Authorized Leave of Absence for any of the foregoing
     reasons shall receive credit for the Hours of Service which the Employee
     would normally have been credited with but for such absence. If the Plan
     Administrator and the Employer are unable to determine the Hours which
     would have otherwise been credited to the Employee, the Employee shall
     receive credit for eight (8) Hours of Service for each day of such absence.
     The maximum number of Hours of Service credited to an Employee pursuant to
     this paragraph for any one absence or any series of related absences shall
     not exceed five hundred one (501). The hours credited pursuant to this
     paragraph will be treated as Hours of Service for the service computation
     period during which the absence begins if the Employee would be prevented
     from incurring a Break in Service during such twelve (12) consecutive month
     period solely because of the Hours of Service credited pursuant to this
     paragraph. In all other cases, the Hours of Service shall be credited to
     the Employee for the service computation period which begins immediately
     following the day on which the absence commences. This paragraph (6) shall
     not be construed as entitling any Employee to an Authorized Leave of
     Absence for any of the reasons enumerated above. An Employee's entitlement
     to an Authorized Leave of Absence will be determined in accordance with the
     standard policies of the Employer. No credit will be given pursuant to this
     paragraph (6) unless the Employee furnishes to the Plan Administrator such
     timely information as the Plan Administrator may reasonably require to
     establish the number of days for which there was such an absence and that
     the absence was for one of the reasons enumerated above.



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     (u) "INVESTMENT FUNDS" or "FUNDS" - The investment funds, if any,
established pursuant to Article 7.

     (v) "KEY EMPLOYEE" - An Employee or former Employee who, at any time during
the Plan Year in which the "determination date" (as defined in Section 2.2)
falls or any of the four (4) preceding Plan Years, is or was:

          (1) An officer of the Employer or an Affiliate whose Compensation from
     the Employer and the Affiliate exceeds fifty percent (50%) of the
     applicable dollar limitation of Section 415(b)(1)(A) of the Code (as such
     sum shall be adjusted for each Plan Year to take into account any
     cost-of-living increase adjustment for that Plan Year pursuant to the
     applicable lawful regulations or rulings of the United States Treasury
     Department under Section 415 of the Code). No more than the lesser of fifty
     (50) Employees or ten percent (10%) of the aggregate number of employees of
     the Employer and its Affiliates shall be considered as officers for
     purposes of this paragraph. The number of officers considered to be Key
     Employees shall be further limited in accordance with Section 416 of the
     Code. In addition, whether a particular Employee is an "officer" for
     purposes of this paragraph (1) shall be determined in accordance with
     Section 416 of the Code and regulations issued thereunder.

          (2) An Employee (i) whose ownership interest in the Employer or any
     Affiliate is more than .5% (.005), and (ii) whose ownership interest in the
     Employer or any Affiliate is or was among the ten (10) largest ownership
     interests of persons who are employed by the Employer or an Affiliate, and
     (iii) whose Compensation from the Employer and any Affiliates exceeds the
     applicable dollar limitation of Section 415(c)(1)(A) of the Code for the
     calendar year in which the Plan Year ends (as such sum shall be adjusted
     for each Plan Year commencing on or after January 1, 1988, to take into
     account any cost-of-living increase adjustment for that Plan Year pursuant
     to the applicable lawful regulations or rulings of the United States
     Treasury Department under Section 415 and Section 416(i)(1) of the Code).
     For purposes of this paragraph (2), if two (2) Employees have equal
     ownership interests, the Employee receiving the highest Compensation shall
     be treated as owning the larger interest.

          (3) An Employee owning more than five percent (5%) of the issued and
     outstanding shares of stock of the Employer or stock possessing more than
     five percent (5%) of the total combined voting power of all stock of the
     Employer.



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          (4) An Employee owning more than five percent (5%) of the capital or
     profits interest in the Employer.

          (5) An Employee owning more than one percent (1%) of the issued and
     outstanding shares of stock of the Employer or stock possessing more than
     one percent (1%) of the total combined voting power of all stock of the
     Employer and whose Compensation from the Employer and any Affiliate is more
     than One Hundred Fifty Thousand Dollars ($150,000.00).

Ownership shall be determined under Section 318 of the Code, as modified by
Sections 416(i)(1)(B)(iii) and 416(i)(1)(C) of the Code. In addition, for any
Plan Year the term Key Employee shall include the spouse or Beneficiary of any
deceased individual who would have been considered a Key Employee if he had
terminated his employment on the date of his death.

     (w) "MATCHING CONTRIBUTIONS" - Any discretionary matching contributions
made by the Employer pursuant to Section 5.1 of the Plan.

     (x) "MATCHING CONTRIBUTIONS ACCOUNT" - The account established pursuant to
Section 6.1 to which Matching Contributions are allocated.

     (y) "MICROAGE COMMON STOCK FUND" - The portion of the Trust Fund invested
by the Trustee in MicroAge Stock.

     (z) "MICROAGE STOCK" - Common stock of MicroAge, Inc.

     (aa) "MICROAGE STOCK ACCOUNT" - The account established pursuant to Section
6.1 to which MicroAge Stock transferred from the ESOP accounts maintained
pursuant to the MicroAge Plan is allocated in accordance with Section 6.2.

     (bb) "NORMAL RETIREMENT AGE" - The date on which a Participant attains the
age of sixty-five (65) years.

     (cc) "NORMAL RETIREMENT DATE" - The first day of the month coincident with
or next following the date on which the Participant attains his Normal
Retirement Age.

     (dd) "PARTICIPANT" - An Employee who has satisfied the eligibility
requirements specified in Section 3.1 and whose participation in the Plan has
not been terminated. If so indicated by the context, the term Participant shall
also include former Participants whose active participation in the Plan has
terminated but who have not received all amounts to which they are entitled
pursuant to the terms and provisions of this Plan and alternate payees
designated in a QDRO. Whether former Participants or alternate payees are
allowed to exercise an option or election extended to "Participants" will be
determined by the Plan Administrator in the exercise of its discretion, but in
making such determinations the Plan Administrator shall act in a uniform,
nondiscriminatory manner.



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     (ee) "PLAN ADMINISTRATOR" - The individual, entity or committee appointed
to act as such pursuant to Section 12.5.

     (ff) "PLAN ENTRY DATE" - The first day of the Plan Year, February 1, May 1,
or August 1.

     (gg) "PLAN YEAR" - A twelve (12) month period ending on the same day as the
Company's fiscal year, i.e., the Sunday closest to October 31. For purposes of
Section 415 of the Code, the Plan Year shall be the "limitation year."

     (hh) "PRE-TAX CONTRIBUTIONS" - The amount of Pre-Tax Contributions directed
by each Participant.

     (ii) "PRE-TAX CONTRIBUTIONS ACCOUNT" - The account established pursuant to
Section 6.1 to which the Pre-Tax Contributions of a Participant are credited.

     (jj) "QUALIFIED DOMESTIC RELATIONS ORDER OR "QDRO" - A domestic relations
order meeting the requirements specified in Section 15.2.

     (kk) "ROLLOVER CONTRIBUTIONS" - The amounts transferred to the Trust Fund
by Participants in accordance with Section 4.7.

     (ll) "ROLLOVER CONTRIBUTIONS ACCOUNT" - The account established pursuant to
Section 6.1 to which the Rollover Contributions of a Participant are credited.

     (mm) "SPECIAL PURPOSE CONTRIBUTIONS ACCOUNT" - The account established
pursuant to Section 6.1 to which amounts transferred from the MicroAge Plan, if
any, are allocated in accordance with Section 6.2.

     (nn) "SUPER TOP HEAVY PLAN" - A Super Top Heavy Plan, as defined in Section
2.2.

     (oo) "TOP HEAVY PLAN" - A "Top Heavy Plan," as defined in Section 2.2.

     (pp) "TRUST AGREEMENT" - The master trust agreement entered into between
MicroAge and the Trustee. If the Company enters into a new trust agreement with
the Trustee or any other individual or entity that refers to this Plan, the term
"Trust Agreement" shall refer to the new trust agreement.

     (qq) "TRUST FUND" - The fund established by the Company pursuant to the
terms of the Trust Agreement to provide for the investment of contributions made
pursuant to this Plan. The Trust Fund will be held, administered and distributed
for the exclusive benefit of the Participants and their Beneficiaries. The Trust
Fund may be commingled with the trust funds established for other plans
sponsored by the Company or any of its Affiliates.



                                       13
<PAGE>

     (rr) "TRUSTEE" - The individual, individuals or entity acting as the
trustee pursuant to the Trust Agreement. The Trustee shall acknowledge
acceptance of its appointment by the execution of the Trust Agreement or, in the
case of a successor Trustee, by the execution of an appropriate written
instrument. If the Employer appoints two or more individuals or entities to act
jointly as the Trustee, the term "Trustee" shall refer collectively to all of
said individuals or entities.

     (ss) "USERRA" - The Uniform Services Employment and Reemployment Rights
Protection Act of 1994.

     (tt) "VALUATION DATE" - The date for valuing and adjusting the accounts of
Participants, which shall be the last business day of the Plan Year and such
other dates as the Plan Administrator may designate. If the Advisory Committee
so chooses, each business day may be designated as a Valuation Date.

     (uu) "YEAR OF SERVICE" - A twelve (12) consecutive month period (the
"computation period") during which an Employee completes at least one thousand
(1,000) Hours of Service for the Employer, regardless of whether the Employee is
employed on the last day of said computation period. The relevant computation
period will vary, depending upon the purpose for which Years of Service are
being computed. If Years of Service are being computed in order to determine an
individual's eligibility to participate in the Plan, the computation period
shall be the eligibility computation period set forth below. If Years of Service
are being computed for any other reason, including the determination of an
individual's vested benefit, the computation period shall be the vesting
computation period set forth below.

          (1) ELIGIBILITY COMPUTATION PERIOD. In calculating Years of Service
     for purposes of determining an Employee's eligibility to participate in the
     Plan, the initial computation period shall commence on the day on which an
     Employee first performs an Hour of Service for an Employer. The second and
     subsequent computation periods shall be the Plan Year, beginning with the
     Plan Year in which the first anniversary of the day on which the Employee
     first performed an Hour of Service for an Employer occurs, regardless of
     whether the Employee is entitled to be credited with one thousand (1,000)
     Hours of Service during the initial eligibility computation period. An
     Employee who is credited with one thousand (1,000) Hours of Service in both
     the initial eligibility computation period and the first Plan Year which
     commences prior to the first anniversary of the Employee's initial
     eligibility computation period will be credited with two (2) Years of
     Service for purposes of eligibility. If an individual terminates employment
     with the Employer prior to completing one thousand (1,000) Hours of Service
     in any of such computation periods and returns to the Employer after the
     close of the computation period during which his employment was terminated,
     in the future the relevant computation periods shall commence on the date
     the individual first performs an Hours of Service for the Employer
     following his reemployment and the anniversaries thereof. For purposes of
     determining eligibility, all service with the Employer shall be counted.



                                       14
<PAGE>

          (2) VESTING COMPUTATION PERIOD. In calculating Years of Service for
     purposes of determining an Employee's vested and nonforfeitable right in
     his accounts and for any purpose other than determining the Employee's
     eligibility to participate in the Plan, the computation period shall be the
     Plan Year. For purposes of determining vesting, all of a Participant's
     Years of Service with the Employer shall be counted. The plan year under
     the MicroAge Plan changed effective July 1, 1995. Consequently, and
     notwithstanding anything in the Plan to the contrary, a Participant shall
     be credited with two (2) full Years of Service for purposes of vesting
     provided that he completed at least one thousand (1,000) Hours of Service
     during the twelve (12) month period beginning July 1, 1994 and ending June
     30, 1995 and also during the twelve (12) month period beginning October 30,
     1994 and ending October 29, 1995.

2.2. TOP HEAVY PLAN PROVISIONS.

     The provisions of this Section 2.2 shall be observed in determining the
Plan's status as a Top Heavy Plan or a Super Top Heavy Plan:

     (a) GENERAL RULES. The Plan will be a Top Heavy Plan for a Plan Year if, on
the last day of the prior Plan Year or, with respect to the first Plan Year of
the Plan, the last day of such first Plan Year (hereinafter referred to as the
"determination date"), more than sixty percent (60%) of the cumulative balances
credited to all accounts of all Participants are credited to or allocable to the
accounts of Key Employees. The Plan will be a Super Top Heavy Plan for a Plan
Year if, on the determination date, more than ninety percent (90%) of the
cumulative balances credited to all accounts of all Participants are credited to
or allocable to the accounts of Key Employees. For purposes of making these
determinations, the following rules will apply:

          (1) The balance credited to or allocable to a Participant's accounts
     for purposes of this Section 2.2 shall include contributions made on or
     before the applicable determination date, provided that for the first Plan
     Year of the Plan, contributions allocable as of the determination date
     shall also be taken into account, together with withdrawals and
     distributions made during the five (5) year period ending on the
     determination date.

          (2) The accounts of any Participant who was formerly (but no longer
     is) a Key Employee shall be disregarded. In addition, the accounts of any
     Participant who has not performed any services for the Employer or an
     Affiliate during the five (5) year period ending on the determination date
     shall be disregarded.

          (3) Rollover Contributions that are both initiated by the Employee and
     are not derived from a plan maintained by the Employer or any Affiliate,
     shall be disregarded unless otherwise provided in lawful regulations issued
     by the United States Treasury Department. Other amounts rolled over to or
     from this Plan to or from another qualified plan will be considered in
     calculating the Plan's status as a Top Heavy Plan or Super Top Heavy Plan
     if and to the extent required by said regulations.



                                       15
<PAGE>

     (b) AGGREGATION OF PLANS. Notwithstanding anything in this Section 2.2 to
the contrary, in the event that the Plan shall be determined by the Plan
Administrator (in its sole and absolute discretion, but pursuant to the
provisions of Section 416 of the Code) to be a constituent in an "aggregation
group", this Plan shall be considered a Top Heavy Plan or a Super Top Heavy Plan
only if the "aggregation group" is a "top heavy group" or a "super top heavy
group". For purposes of this Section 2.2, an "aggregation group" shall include
the following:

          (1) Each plan intended to qualify under Section 401(a) of the Code
     sponsored by the Employer or an Affiliate in which one (1) or more Key
     Employees participate;

          (2) Each other plan of the Employer or an Affiliate that is considered
     in conjunction with a plan referred to in clause (1) in determining whether
     or not the nondiscrimination and coverage requirements of Section 401(a)(4)
     or Section 410 of the Code are met; and

          (3) If the Plan Administrator, in the exercise of its discretion, so
     chooses, any other such plan of the Employer or an Affiliate which, if
     considered as a unit with the plans referred to in clauses (1) and (2),
     satisfies the requirements of Code Section 401(a) and Code Section 410.

A "top heavy group" for purposes of this Section 2.2 is an "aggregation group"
in which the sum of the present value of the cumulative accrued benefits for Key
Employees under all "defined benefit plans" (as defined in Section 414(j) of the
Code) included in such group plus the aggregate of the account balances of Key
Employees on the last Valuation Date in the twelve (12) month period ending on
the respective determination date under all "defined contribution plans" (as
defined in Section 414(i) of the Code) included in such group exceeds sixty
percent (60%) of the total of such similar sum determined for all employees and
beneficiaries covered by all such plans (where such present values and account
balances are those present values applicable to those determination dates of
each plan which fall in the same calendar year). A "super top heavy" group is an
"aggregation group" for which the sum so determined for Key Employees exceeds
ninety percent (90%) of the sum so determined for all employees and
beneficiaries. The Plan Administrator shall calculate the present value of the
cumulative annual benefits under a defined benefit plan in accordance with the
rules set forth in the defined benefit plan. All determinations shall be made in
accordance with applicable regulations under Section 416 of the Code.

2.3  HIGHLY COMPENSATED EMPLOYEE.

     (a) GENERAL. The term "Highly Compensated Employee" shall include all
"highly compensated active employees" and all "highly compensated former
employees."



                                       16
<PAGE>

     (b) HIGHLY COMPENSATED ACTIVE EMPLOYEES. For purposes of this Section, a
"highly compensated active employee" is an Employee who performs services for
the Employer or its Affiliates during the current Plan Year (the "determination
year") and who:

          (1) During the determination year, or during the preceding Plan Year,
     is or was a "five percent owner" as described in Section 416(i)(l) of the
     Code and applicable regulations thereunder; or

          (2) For the Plan Year immediately preceding the determination year,
     received Compensation from the Employer or its Affiliates in excess of
     Eighty Thousand Dollars ($80,000) and is ranked within the highest-paid
     twenty percent (20%) of Employees of the Employer and Affiliates, ranked in
     terms of Compensation (the "top paid group").

     (c) HIGHLY COMPENSATED FORMER EMPLOYEES. For purposes of this Section, the
term "highly compensated former employee" is based on the rules applicable to
determining Highly Compensated Employee status as in effect for that
determination year in accordance with Section 1.414(q)-1T, A-4 of the temporary
income tax regulations and Notice 97-45.

     (d) EXCLUDED INDIVIDUALS. Anything in the foregoing to the contrary
notwithstanding, for purposes of determining which Employees shall be included
in the top-paid group, the following shall be excluded from the definition of
Employee:

          (1) Employees who have not completed six (6) months of service during
     the current and prior calendar years;

          (2) Employees who work for the Employer less than seventeen and
     one-half (17-1/2) Hours per week during fifty percent (50%) or more of the
     weeks worked by such Employees;

          (3) Employees who normally work for the Employer during not more than
     six (6) months in any year;

          (4) Employees who have not attained twenty-one (21) years of age;

          (5) Employees who are nonresident aliens and who have not earned U.S.
     source income from the Employer; and

          (6) Employees covered under the terms of a "collective bargaining
     agreement" (within the meaning of Code Section 7701(a)(46) and the
     regulations hereunder) if (i) ninety percent (90%) of the Employees of the
     Employer are covered by one or more such agreements, and (ii) the Plan
     covers only Employees who are not so covered.



                                       17
<PAGE>

     (e) COST-OF-LIVING ADJUSTMENTS. The dollar limitations of sub-paragraph
(b)(2) above shall be adjusted at the same time and in a similar manner pursuant
to the applicable rulings or regulations of the United States Treasury
Department under Code Section 415(d).

2.4  CONSTRUCTION.

     The masculine gender, where appearing in the Plan, shall include the
feminine gender (and vice versa), and the singular shall include the plural,
unless the context clearly indicates to the contrary. The term "delivered to the
Plan Administrator," as used in the Plan, shall include delivery to a person or
persons designated by the Plan Administrator for the disbursement and receipt of
administrative forms. Headings and subheadings are for the purpose of reference
only and are not to be considered in the construction of this Plan. If any
provision of this Plan is determined to be for any reason invalid or
unenforceable, the remaining provisions shall continue in full force and effect.
All of the provisions of this Plan shall be construed and enforced according to
the laws of the State of Arizona and shall be administered according to the laws
of such state, except as otherwise required by the Act, the Code or other
Federal law. It is the intention of the Company that the Plan as adopted by the
Company shall constitute a qualified profit sharing plan under the provisions of
Section 401(a) of the Code and that the Trust Fund maintained pursuant to the
Trust Agreement shall be exempt from taxation pursuant to Section 501(a) of the
Code. This Plan shall be construed in a manner consistent with the Company's
intentions.

                                    ARTICLE 3

                          ELIGIBILITY AND PARTICIPATION

3.1  ELIGIBILITY.

     (a) GENERAL. Each Employee who was a participant in the MicroAge Plan
immediately prior to the Spin-Off Effective Date shall be a Participant in this
Plan, subject to the provisions hereof. For purposes of making Pre-Tax
Contributions in accordance with Section 4.1 of the Plan, each Employee who is
not a Participant as of the Spin-Off Effective Date shall become a Participant
on the first Plan Entry Date coincident with or next following the later of the
day the Employee first performs an Hour of Service for the Employer or his
twenty-first (21st) birthday. For purposes of receiving Matching Contributions
pursuant to Section 5.1 of the Plan, each Employee who is not a Participant as
of the Spin-Off Effective Date shall become a Participant on the first Plan
Entry Date coincident with or next following the later of the day on which he
(1) attains the age of twenty-one (21) years or (2) completes one (1) Year of
Service, unless he shall leave employment with the Employer prior to such date.

     (b) PARTICIPATION UPON REEMPLOYMENT. In the event that an Employee
separates from employment with the Employer and is later rehired, he shall
remain credited with all Years of Service credited to him during his prior
period of employment. The Employee's participation in the Plan then will be
governed by the following rules:



                                       18
<PAGE>

          (1) If a rehired Employee was eligible to make Pre-Tax Contributions
     during his prior period of employment, he will be eligible to make Pre-Tax
     Contributions immediately following his rehire. In all other cases, the
     rehired Employee shall be eligible to begin making Pre-Tax Contributions as
     of the first Plan Entry Date following the later of his reemployment or his
     twenty-first (21st) birthday.

          (2) If a rehired Employee was a Participant in the Matching
     Contributions feature of the Plan or had completed one (1) Year of Service
     during his prior period of employment, the Employee shall commence
     participation in that feature of the Plan upon the latest of (i) his date
     of rehire, (ii) the date on which he would have commenced participation if
     his employment had not terminated or (iii) the Plan Entry Date following
     his twenty-first (21st) birthday. In all other cases, the rehired Employee
     will be treated as a new Employee for purposes of determining his
     eligibility to participate in the Matching Contributions feature of the
     Plan.

     (c) PARTICIPATION BY EMPLOYEES OF AN ACQUIRED COMPANY. Notwithstanding any
provision of this Section 3.1 to the contrary, if an Employee was employed by an
acquired company and was deferring compensation pursuant to a Code Section
401(k) cash or deferred arrangement sponsored by the acquired company
immediately prior to the effective date of the acquisition of the acquired
company, such Employee shall become a Participant in the Plan for purposes of
making Pre-Tax Contributions on the first Plan Entry Date coincident with or
next following the effective date of said acquisition, regardless of whether the
Employee is twenty-one (21) years of age; provided, however, that said Employee
is then employed by an Employer that has adopted this Plan. Such Employee shall
become a Participant in the Matching Contributions feature of the Plan on the
first Plan Entry Date coincident with or next following his completion of one
(1) Year of Service. As provided in Section 3.6, in certain instances service
with the acquired company will be considered in calculating such an Employee's
Years of Service.

3.2. PARTICIPATION.

     Each Participant who has satisfied the applicable eligibility criteria set
forth in Section 3.1 may elect to participate in the Pre-Tax Contributions
feature of this Plan (and, indirectly the Matching Contributions feature) by
designating the amount of his Pre-Tax Contributions, and by authorizing the
reduction of the amount payable to the Participant as salary or wages in an
amount equal to his directed Pre-Tax Contributions, in accordance with uniform
rules and procedures promulgated by the Plan Administrator.

3.3  CREDITING OF SERVICE.

     All Years of Service shall be taken into account under this Plan. Service
performed prior to a Break in Service, however, may be disregarded pursuant to
Section 3.4.



                                       19
<PAGE>

3.4  EFFECT OF REHIRING.

     (a) DISREGARDING SERVICE PRIOR TO A BREAK IN SERVICE. The Years of Service
performed by a non-vested Employee prior to a Break in Service will be
disregarded and the former Employee will be treated as a new Employee for
purposes of this Plan upon reemployment if the number of the Employee's
consecutive one (1) year Breaks in Service is equal to or more than the greater
of (1) five (5) or (2) the aggregate number of Years of Service credited to the
Employee prior to the Break. In determining an Employee's aggregate number of
Years of Service before the Break in Service, Years of Service disregarded in
accordance with this Section as the result of a prior Break in Service shall not
be considered.

     (b) REINSTATEMENT OF SERVICE. Except as otherwise provided in Section
3.4(a), if an Employee separates from employment with the Employer and is later
rehired, he shall remain credited with all Years of Service credited to him
during his prior period of employment.

3.5  AUTHORIZED LEAVES OF ABSENCE.

     An Authorized Leave of Absence granted by the Employer for which an
Employee is not compensated shall be disregarded in determining whether the
Employee has satisfied the eligibility requirements specified in Section 3.1,
and the Employee shall not be credited with Hours of Service for any purpose for
such period unless such credit is required to be given by law. An Employee shall
not be charged with a Break in Service, however, during an Authorized Leave of
Absence if the Employee's failure to complete more than five hundred (500) Hours
of Service is attributable to the Authorized Leave of Absence, and a
Participant's participation in the Plan shall not be terminated while the
Participant is on an Authorized Leave of Absence.

3.6  SERVICE WITH AFFILIATED EMPLOYERS AND ACQUIRED COMPANIES.

     For the purpose of computing an Employee's Years of Service, employees of
Affiliates shall be given credit for their Years of Service with such Affiliates
in the event that they become Employees of a Employer as though during such
periods they were Employees of the Employer. Employees who were previously
employed by MicroAge shall be given credit for the Years of Service performed
for MicroAge and its Affiliates (as such term is defined in Section 2.1(b) but
substituting MicroAge for the "Employer") from their first Hour of Service for
MicroAge and/or such Affiliate until the day on which MicroAge ceases to be an
Affiliate of the Company. Employees who join the Company or any Affiliate
directly from the employ of Electronic Data Systems Corporation ("EDS") in
connection with the Company's acquisition of certain assets from EDS shall be
given credit for the Years of Service performed for EDS prior to such
acquisition. Persons employed by any other business organization that is
acquired by an Employer or by an Affiliate shall be credited with service for
their Years of Service with such predecessor employer hereunder in the event
that they become Employees of the Employer to the extent required under lawful
regulations of the United States Treasury Department under Section 414(a)(2) of
the Code. Persons employed by a company acquired by the Company or any other
Employer also shall be credited with service for their Years of Service with
such acquired company if the Company so elects, but in either case only for the
purposes and in accordance with the terms and conditions established by the
Company.



                                       20
<PAGE>

3.7  TERMINATION OF PARTICIPATION.

     A Participant's participation in the Plan, but not his right, if any, to
payment of benefits, shall be terminated upon the Participant's separation from
employment with the Employer or upon his transfer from an eligible class of
Employees as provided in Section 3.8. A Participant's participation in the Plan
shall not be terminated while he is on an Authorized Leave of Absence.

3.8  TRANSFERS TO AND FROM AN ELIGIBLE CLASS OF EMPLOYEES.

     (a) TRANSFERS OUT OF PLAN. A Participant will automatically become
ineligible to participate in the Plan as of the effective date of a change in
his employment classification if as a result of the change he is no longer
eligible to participate in the Plan. All sums credited to the former
Participant's accounts will continue to be held pursuant to the terms of this
Plan and will be distributed to the former Participant only upon his subsequent
termination of employment or the occurrence of some event permitting a
distribution pursuant to the provisions of this Plan.

     (b) TRANSFERS TO PLAN. If an Employee of the Employer is not eligible to
participate in the Plan due to his employment classification, he shall
participate immediately upon becoming a member of an eligible class of Employees
if he has satisfied the other requirements set forth in Section 3.1 and would
have become a Participant previously had he been in an eligible class.

     (c) SERVICE CREDIT. In any event, an Employee's service in an ineligible
employment classification shall be considered in calculating the Employee's
Years of Service.

     (d) TRANSFERS TO AFFILIATES. If a Participant ceases to participate in the
Plan solely as a result of his transfer to an Affiliate that has not adopted
this Plan, amounts credited to his accounts as of the date of his transfer shall
not be forfeited or distributed. Rather, such amounts shall be payable in
accordance with the terms of this Plan upon his subsequent termination of
employment with all Affiliates and the Employer or the occurrence of some other
event permitting a distribution pursuant to the provisions of this Plan.

3.9  LEASED EMPLOYEES.

     For purposes of this Plan, a "leased employee" shall be any employee
described in Section 414(n)(2) of the Code. A leased employee shall be treated
as an Employee of the Employers for purposes of the pension requirements of
Section 414(n)(3) of the Code, unless leased employees constitute less than
twenty percent (20%) of an Employer's non-highly compensated work force (within
the meaning of Section 414(n)(5)(C)(ii) of the Code) and the leased employee is
covered by a "safe harbor plan" that satisfies the requirements of Section
414(n)(5)(B) of the Code. In any event, a leased employee who is deemed to be an
Employee of the Employers pursuant to the preceding sentence shall be treated as
if he is employed in an employment classification that has not been designated
for participation in the Plan. An Employee of an Employer who is leased to
another Employer or Affiliate shall not be treated as a leased employee for
purposes of this Section.



                                       21
<PAGE>

                                    ARTICLE 4

                             EMPLOYEE CONTRIBUTIONS

4.1  PRE-TAX CONTRIBUTIONS.

     (a) ELECTION. Except as otherwise provided in Section 4.1(b), each
Participant may direct the relevant Employer to make Pre-Tax Contributions to
the Trust Fund on the Participant's behalf during each Plan Year while he is a
Participant. The amount payable to the Participant as his current salary or
wages shall then be reduced by an amount equal to the Pre-Tax Contributions
directed by the Participant. As noted above, this Plan is a continuation of the
MicroAge Plan. Many of the Participants have previously filed elections pursuant
to the MicroAge Plan to make "Elective Deferrals" (which is the phrase used in
the MicroAge Plan to refer to Pre-Tax Contributions) to the MicroAge Plan. Since
this Plan is a continuation of the MicroAge Plan rather than a new plan, the
Elective Deferral elections made by Participants pursuant to the MicroAge Plan
shall be treated, effective as of the Spin-Off Effective Date, as elections to
make Pre-Tax Contributions pursuant to this Plan.

     (b) SPECIAL RULES FOR ESSP PARTICIPANTS. No Participant who is an ESSP
Participant shall be allowed to make Pre-Tax Contributions directly to this
Plan. Following the end of each Plan Year, however, Pre-Tax Contributions may be
made on behalf of such Participants by a direct transfer to the Trustee from the
trustee of the ESSP. The amount of Pre-Tax Contributions 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 limitations.

          (1) For purposes of determining the amount referred to in clause (2)
     of the preceding sentence, the Plan Administrator shall first calculate the
     ADP test referred to in Section 4.3 on the assumption that each ESSP
     Participant who also is a Participant in this Plan elected to make no
     Pre-Tax Contributions other than any Pre-Tax Contributions that such
     Participant made prior to the effective date of his participation in the
     ESSP.



                                       22
<PAGE>

          (2) If, but only if, the calculation made pursuant to the preceding
     paragraph (1) reveals that the Pre-Tax Contributions considered pursuant to
     paragraph (1) are less than the maximum amount of Pre-Tax Contributions
     that could be made by all Highly Compensated Employees (including ESSP
     Participants who are Participants in this Plan), Pre-Tax Contributions
     shall then be transferred to this Plan from the ESSP on behalf of each ESSP
     Participant who is a Participant and who has elected to have such transfer
     made.

          (3) The amount transferred to this Plan from the ESSP on behalf of
     each electing Participant who also is an ESSP Participant shall equal the
     lesser of (i) the amount available for transfer pursuant to the ESSP for
     the relevant Plan Year or (ii) an amount equal to the Participant's
     Compensation for the Plan Year multiplied by the "maximum ADP" for the
     group consisting of ESSP Participants who also are Participants in this
     Plan (calculated in accordance with the principles set forth in Section
     4.3(b)(1)). For purposes of the preceding sentence, the "maximum ADP" is
     the highest ADP that could be contributed by ESSP Participants who also are
     Participants in the Plan without requiring the return of any Excess
     Contributions pursuant to Section 4.3(d). In making this determination, the
     Plan Administrator may increase the maximum ADP of the remaining ESSP
     Participants if others will not be transferring the maximum amount
     permitted. Appropriate adjustments will be made to take into account any
     Pre-Tax Contributions made by an ESSP Participant during a Plan Year but
     prior to the effective date of his participation in the ESSP, with the
     manner of adjustment to be determined by the Plan Administrator in
     accordance with rules and procedures of uniform application.

          (4) Prior to the first day of each Plan Year or, if later, the
     effective date of a Participant's eligibility to participate in the ESSP,
     each Participant who also is an ESSP Participant shall file a written
     election with the Plan Administrator and the plan administrator of the ESSP
     to either (i) transfer the amount calculated pursuant to paragraph (3) to
     this Plan or (ii) to receive a cash distribution of said amount from the
     ESSP. Such election shall continue to apply from year to year unless and
     until the Participant changes the election by filing a new election. A new
     election shall only be effective with respect to Plan Years beginning after
     the day on which such election is received by the Plan Administrator and
     the plan administrator of the ESSP. In the case of a Participant who
     becomes an ESSP Participant during a Plan Year, the election shall be
     effective with respect to the portion of the Plan Year beginning on the
     effective date of such Participant's eligibility to participate in the
     ESSP. If such new ESSP Participant does not file such an election prior to
     the effective date of such individual's participation in the ESSP (or such
     later date specified by the Plan Administrator) such individual's later
     election shall be effective only for Plan Years beginning after the date on
     which such election is filed.



                                       23
<PAGE>

          (5) As soon as possible following the end of each Plan Year, the Plan
     Administrator will calculate the amount that may be transferred to this
     Plan from the ESSP and shall notify the plan administrator of the ESSP.
     Such transfers shall be accomplished no later that two and one-half (2 1/2)
     months following the end of the Plan Year and the amounts transferred shall
     be treated as Pre-Tax Contributions for the preceding Plan Year for all
     purposes (including, but not limited to, Section 5.1).

     (c) TRANSFER TO TRUSTEE. Except as otherwise provided in Section 4.1(b),
Pre-Tax Contributions shall be forwarded to the Trustee as soon as practicable
following the date on which such amounts would otherwise have been payable to
the Participant in cash, and, in any event, such contributions shall be
transferred to the Trustee no later than the fifteenth (15th) business day of
the month following the month in which such amounts would otherwise have been
payable to the Participant in cash.

     (d) LIMITATIONS. The Company and the Plan Administrator shall implement
such procedures as may be necessary to assure that the sum of the Pre-Tax
Contributions and the employer contributions do not exceed the maximum amount
that may be deducted by the Employer pursuant to Section 404 of the Code. Except
as otherwise determined by the Plan Administrator, Pre-Tax Contributions may not
be directed in amounts of less than one percent (1%) or more than fifteen
percent (15%) of a Participant's Earnings. Pre-Tax Contributions also may be
subject to such other or additional restrictions or limitations as may be
established by the Plan Administrator and announced to Participants from time to
time.

4.2  PRE-TAX CONTRIBUTIONS-- DOLLAR LIMITATION.

     A Participant's Pre-Tax Contributions for any calendar year may not exceed
Ten Thousand Dollars ($10,000.00), adjusted in order to reflect increases in the
cost-of-living as announced from time to time by the United States Treasury
Department in accordance with Section 402(g)(5) of the Code. This limitation
applies in the aggregate to the Participant's "elective contributions" under all
plans. For this purpose, the term "elective contributions" includes the
Participant's Pre-Tax Contributions to this Plan, the Participant's pre-tax
contributions to any other qualified cash or deferred arrangement (as defined in
Section 401(k) of the Code), any elective employer contributions to a simplified
employee pension plan that are not included in the Participant's gross income
due to Section 402(h)(1)(B) of the Code and any employer contribution used to
purchase an annuity contract under Section 403(b) of the Code pursuant to a
salary reduction arrangement (within the meaning of Section 3121(a)(5)(D) of the
Code). In the event that the Participant's elective contributions to all such
programs during any calendar year exceed the limitation for that calendar year,
the Participant may, by March 1 of the calendar year following the calendar year
for which the excess contributions were made, so advise the Plan Administrator
and request the return of all or a portion of the excess contributions to this
Plan. The excess contributions, along with any income thereon (as determined by
the Plan Administrator in accordance with rules of uniform and nondiscriminatory
application) may then be returned to the Participant by the next following April
15.



                                       24
<PAGE>

4.3  LIMITATION ON CONTRIBUTIONS OF HIGHLY COMPENSATED EMPLOYEES.

     (a) ACTUAL DEFERRAL PERCENTAGE LIMITATIONS. The contributions made by
Participants who are Highly Compensated Employees shall be limited to the extent
necessary to satisfy one of the following two paragraphs:

          (1) The "actual deferral percentage" for Participants who are Highly
     Compensated Employees for the Plan Year shall not exceed the "base actual
     deferral percentage" multiplied by one and one-quarter (1.25); or

          (2) The actual deferral percentage for Participants who are Highly
     Compensated Employees for the Plan Year shall not exceed the base actual
     deferral percentage multiplied by two (2), provided that the actual
     deferral percentage for Participants who are Highly Compensated Employees
     does not exceed the base actual deferral percentage by more than two
     percentage points (2%) or such lesser amount as the Secretary of the
     Treasury shall prescribe to prevent the multiple use of this alternative
     limitation with respect to any Highly Compensated Employee.

     (b) SPECIAL DEFINITIONS. For purposes of this Section alone, the following
definitions shall apply:

          (1) "Actual deferral percentage" - The average (expressed as a
     percentage) of the deferral percentages of the Participants in a group. The
     actual deferral percentage for a group shall be determined by adding the
     deferral percentage of all Participants in the group and dividing that sum
     by the number of Participants in the group.

          (2) "Base actual deferral percentage" - The actual deferral percentage
     for the previous Plan Year for the group consisting of individuals who were
     not Highly Compensated Employees during the previous Plan Year.

          (3) "Deferral percentage" - The ratio (expressed as a percentage) of
     the Pre-Tax Contributions under the Plan on behalf of the Participant for
     the Plan Year to the Participant's compensation for the Plan.

          (4) "Compensation" - Compensation shall include any such amounts as
     determined by the Plan Administrator, as long as such amounts fall within
     Section 414(s) of the Code.

     (c) SPECIAL RULES. For purposes of this Section, the following rules shall
apply:



                                       25
<PAGE>

          (1) If any Highly Compensated Employee is a participant in two (2) or
     more cash or deferred arrangements sponsored by the Employer, all cash or
     deferred arrangements shall be treated as one arrangement for purposes of
     calculating such individual's deferral percentage.

          (2) At the election of the Company, but in accordance with such rules
     as may be prescribed in applicable regulations, any matching contributions
     (within the meaning of Section 401(m)(4)(A) of the Code) or qualified
     nonelective contributions (within the meaning of Section 401(m)(4)(C) of
     the Code) allocated to a Participant under this or any other plan described
     in Section 401(a) of the Code maintained by the Employer or any Affiliate
     shall be aggregated with the Participant's Pre-Tax Contributions under this
     Plan for purposes of determining the Participant's deferral percentage. If
     the Company makes such an election, such matching and qualified nonelective
     contributions (i) must satisfy the conditions set forth in Treasury
     Regulation Section 1.401(k)-1(b)(5) and (ii) must be subject to the same
     distribution requirements as are Pre-Tax Contributions. Additionally, in
     accordance with Treasury Regulation Section 1.401(k)-1(g)(13), such
     matching and qualified nonelective contributions must satisfy the above
     requirements without regard to whether they are actually treated as Pre-Tax
     Contributions.

          (3) If this Plan satisfies the requirements of Sections 401(a)(4) or
     Section 410(b) of the Code only if aggregated with one or more other plans,
     or if one or more other plans satisfy the requirements of Sections
     401(a)(4) or 410(b) of the Code only if aggregated with this Plan, then the
     limitations of this Section shall be applied by determining the deferral
     percentages of Participants as if all such plans were a single plan.

          (4) The Pre-Tax Contributions, compensation, and other amounts treated
     as elective contributions of all family members are disregarded in
     determining the actual deferral percentage for the groups of Highly
     Compensated Employees and those who are not Highly Compensated Employees.

          (5) The determination and treatment of the contribution percentage of
     any Participant shall satisfy such other requirements as may be prescribed
     by the Secretary of the Treasury.

          (6) Pre-Tax Contributions made by a Participant will be taken into
     account under the actual deferral percentage test for a Plan Year only if
     the contributions relate to Compensation that either would have been
     received by the Participant in the Plan Year (but for the deferral
     election) or are attributable to services performed by the Participant in
     the Plan Year and would have been received by the Participant within two
     and one-half (2 1/2) months after the close of the Plan Year (but for the
     deferral election).



                                       26
<PAGE>

          (7) Pre-Tax Contributions made by a Participant will be taken into
     account under the actual deferral percentage test for a Plan Year only if
     the contributions are allocated to the Participant as of a date within that
     Plan Year. For purposes of this paragraph, Pre-Tax Contributions are
     considered allocated as of a date within a Plan Year if the allocation is
     not contingent on participation or performance of services after such date
     and the Pre-Tax Contributions are actually paid to the Trust no later than
     two and one-half (2 1/2) months after the end of the Plan Year to which
     such contributions relate.

     (d) DISTRIBUTION OF EXCESS CONTRIBUTIONS. No later than the last day of
each Plan Year, any "excess Pre-Tax Contributions" and the income allocable
thereto will be distributed to Participants who made the excess Pre-Tax
Contributions during the preceding Plan Year. For purposes of this paragraph,
the term "excess Pre-Tax Contributions" means, with respect to any Plan Year,
the aggregate amount of Pre-Tax Contributions paid to the Plan by the Highly
Compensated Employees for the Plan Year over the maximum amount of Pre-Tax
Contributions permitted pursuant to Section 4.3(a) and Section 401(k)(3)(A)(ii)
of the Code. The distribution of excess Pre-Tax Contributions for any Plan Year
shall be made to Highly Compensated Employees on the basis of the dollar amount
of Pre-Tax Contributions made by each Highly Compensated Employee in accordance
with the following procedure:

          (1) Step One: The dollar amount of the excess Pre-Tax Contributions
     for each Highly Compensated Employee shall be calculated in the manner
     described in Code Section 401(k)(8)(B) and Treasury Regulation Section
     1.401(k)-1(f)(2). (Note: Although the amount necessary to reduce the actual
     deferral percentage of each Highly Compensated Employee will be calculated
     in accordance with Code Section 401(k)(8)(B) and Treasury Regulation
     Section 1.401(k)-1(f)(2), the amounts so calculated are not necessarily the
     amounts that will actually be returned to a particular Employee. Instead,
     the amounts so returned will be the amounts as calculated in accordance
     with Steps 2, 3 and 4);

          (2) Step Two: The sum of the dollar amounts calculated pursuant to
     Step One shall be calculated. The total amount calculated in this Step Two
     shall be distributed in accordance with Steps Three and Four;

          (3) Step Three: The Pre-Tax Contributions of the Highly Compensated
     Employee with the highest dollar amount of Pre-Tax Contributions shall be
     reduced by the dollar amount required to cause that Highly Compensated
     Employee's Pre-Tax Contributions to equal the dollar amount of the Pre-Tax
     Contributions of the Highly Compensated Employee with the next highest
     dollar amount of Pre-Tax Contributions. This dollar amount is then
     distributed to the Highly Compensated Employee with the highest dollar
     amount of Pre-Tax Contributions. However, if a lesser reduction, when added
     to the total dollar amount already distributed under this Step Three, would
     equal the total calculated under Step Two, the lesser amount shall be
     distributed; and



                                       27
<PAGE>

          (4) Step Four: If the total amount distributed is less than the amount
     calculated pursuant to Step Two, Step 3 is repeated.

     The income allocable to excess Pre-Tax Contributions shall be determined by
multiplying the income allocable for the Plan Year to the Participant's Pre-Tax
Contributions Account from which the excess contributions are to be distributed
by a fraction, the numerator of which is the excess Pre-Tax Contributions on
behalf of the Participant for the preceding Plan Year and the denominator of
which is the sum of the Participant's Pre-Tax Contributions Account balance on
the last business day of the preceding Plan Year plus the Pre-Tax Contributions
(other than excess Pre-Tax Contributions) allocated to that account during the
Plan Year. If there is a loss, the total excess Pre-Tax Contributions shall
nonetheless be distributed to the Participant, but the amount distributed shall
not exceed the balance of the Pre-Tax Contributions Account from which the
distribution is made. The amount of any excess Pre-Tax Contributions to be
distributed shall be reduced by excess Pre-Tax Contributions previously
distributed for the taxable year ending in the same Plan Year in accordance with
Section 402(g)(2) of the Code and excess Pre-Tax Contributions to be distributed
for a taxable year shall be reduced by excess Pre-Tax Contributions previously
distributed for the Plan beginning in such taxable year.

     (e) QUALIFIED NONELECTIVE CONTRIBUTIONS. In lieu of making a distribution
pursuant to paragraph (d), if prior to the end of a Plan Year the Plan
Administrator concludes that the average rate of Pre-Tax Contributions made on
behalf of Highly Compensated Employees would violate the rules set forth in
paragraph (a) and Section 401(k) of the Code, the Plan Administrator may, but is
not obligated to, make "qualified nonelective contributions" on behalf of
non-Highly Compensated Employees. For purposes of this paragraph, the term
qualified nonelective contribution shall mean any Employer contribution with
respect to which (i) the Employee may not elect to have the contribution paid to
the Employee in cash instead of being contributed to the Plan and (ii) the
requirements of Section 401(k)(2)(B) and (C) of the Code and Treasury
Regulations Section 1.401(k)-1(b)(5) are met.

     (f) REDUCTION OF FUTURE CONTRIBUTIONS. If prior to the end of a Plan Year
the Plan Administrator concludes that the average rate of Pre-Tax Contributions
made on behalf of Highly Compensated Employees would violate the rules set forth
in paragraph (a) and Section 401(k) of the Code, the Plan Administrator may
prospectively reduce the Pre-Tax Contributions directed by the Highly
Compensated Employees. The reduction shall be implemented by reducing first the
highest rates of Pre-Tax Contributions within such group, with such rates to be
reduced in one percent (1%) increments or fractions thereof, as determined by
the Plan Administrator. Any reduction pursuant to this Section shall be limited
to the extent necessary to assure compliance with the requirements set forth in
paragraph (a) and Section 401(k) of the Code.

4.4  DESIGNATION AND CHANGE OF DESIGNATION OF PRE-TAX CONTRIBUTIONS.

     All designations or changes of designation of the amount of Pre-Tax
Contributions directed by a Participant shall be made in accordance with uniform
rules and procedures promulgated by the Plan Administrator. Unless provided
otherwise in uniform rules adopted by the Advisory Committee, a payroll
deduction designation shall become effective as of the Plan Entry Date
coincident with or next following the designation. A designation shall be
effective until it is succeeded by another valid payroll deduction designation
or until the Participant's right to make Pre-Tax Contributions is otherwise
suspended or terminated. A designation or changes of designation may be rejected
by the Employer if the Plan Administrator concludes that such designation or
change of designation would cause the Plan to fail to satisfy Section 4.2 or
Section 4.3.



                                       28
<PAGE>

4.5  SUSPENSION OF PRE-TAX CONTRIBUTIONS.

     A Participant may suspend his Pre-Tax Contributions as of the first day of
any payroll period, in accordance with uniform rules and procedures promulgated
by the Plan Administrator. A Participant who suspends Pre-Tax Contributions
shall be prohibited from resuming Pre-Tax Contributions for a period of six (6)
months following the date of such suspension. Recommencement of Pre-Tax
Contributions shall be made only when the Participant subsequently makes a new
election to make Pre-Tax Contributions pursuant to Section 3.2. While a
Participant is on an Authorized Leave of Absence, he shall be deemed to have
suspended Pre-Tax Contributions and may recommence such contributions following
his return to active employment in accordance with Section 3.2. A Participant
shall not be entitled to "make-up" suspended contributions.

4.6  AFTER-TAX CONTRIBUTIONS.

     Employees shall not be allowed to make any after-tax contributions to this
Plan.

4.7  PARTICIPANT ROLLOVER CONTRIBUTIONS.

     (a) CONTRIBUTION. Any Participant who has received a distribution from a
profit sharing plan, stock bonus plan or pension plan intended to "qualify"
under Section 401 of the Code or any other qualified arrangement may transfer
such distribution to the Trust Fund if such contribution to the Trust Fund would
constitute, in the sole and absolute discretion of the Plan Administrator, a
"rollover contribution" within the meaning of the applicable provisions of the
Code. Additionally, a Participant may request, with the approval of the Plan
Administrator, that the Trustee accept a transfer from the trustee of another
qualified plan. Upon such approval, the Trustee shall accept such transfer. The
Plan Administrator may, in its sole discretion, decline to accept such transfer.
For purposes of this Plan, both a "rollover contribution" within the meaning of
the applicable provisions of the Code and a transfer initiated by the
Participant from another plan shall be referred to as a "Rollover Contribution."



                                       29
<PAGE>

     (b) ACCOUNTING AND DISTRIBUTIONS. The Plan Administrator shall credit the
Rollover Contributions to a separate account (the "Rollover Contributions
Account") for the Participant's sole benefit. The separate Rollover
Contributions Account shall be adjusted, valued and credited pursuant to Section
6.3. Any such Rollover Contributions Account shall be nonforfeitable and shall
be paid to the Participant or his Beneficiary in the same manner as benefits
would be paid to the Participant or Beneficiary under ARTICLE 11.

     (c) NO GUARANTY. The Plan Administrator, the Employer and the Trustee do
not guarantee the Rollover Contributions Accounts of Participants in any way
from loss or depreciation. The Employer, the Plan Administrator and the Trustee
do not guarantee the payment of any money which may be or become due to any
person from a Rollover Contributions Account, and the liability of the Employer,
the Plan Administrator or the Trustee to make any payment therefrom shall at any
and all times be limited to the then value of the Rollover Contributions
Account.

     (d) WITHDRAWAL OF ROLLOVER CONTRIBUTIONS; GENERAL RULE. A Participant may
withdraw all or a portion of the amounts credited to his Rollover Contributions
Account as of the immediately preceding Valuation Date by filing an appropriate
request with the Plan Administrator. As soon as administratively feasible
following receipt of a request for withdrawal, the Plan Administrator shall
direct the Trustee to pay the Participant the amount requested. The Plan
Administrator, in the exercise of its discretion but pursuant to
nondiscriminatory rules of uniform application, may limit the frequency or
timing of withdrawals, as long as each Participant is allowed to withdraw his
Rollover Contributions at least once in each Plan Year. Any expense incurred in
making a withdrawal distribution shall be charged to the Participant's Rollover
Contributions Account and shall be deducted prior to distribution to the
Participant.

     (e) PROHIBITION OF ROLLOVERS FROM CERTAIN PLANS. The Plan Administrator
shall not permit a Participant to make a direct transfer to this Plan (as
distinguished from a "rollover contribution" or "eligible rollover distribution"
within the meaning of the Code) if the plan from which the transfer is to be
made is or was subject to the joint and survivor annuity and preretirement
survivor annuity requirements of Section 417 of the Code by reason of Section
401(a)(ll) of the Code.

                                    ARTICLE 5

                             EMPLOYER CONTRIBUTIONS

5.1  EMPLOYER CONTRIBUTIONS.

     (a) MATCHING CONTRIBUTIONS. Subject to its right to amend or terminate this
Plan, the Employer shall make a Matching Contribution on behalf of each eligible
Participant in such amount, if any, as the Employer shall determine, in its sole
and absolute discretion. Any forfeitures that become available for allocation
during the Plan Year, as determined in accordance with Section 6.3 shall be
allocable along with and as part of the Matching Contributions and shall serve
to reduce the Matching Contributions otherwise due from the Employer for that
Plan Year. If the forfeitures exceed the Matching Contributions that remain due
for the Plan Year, the forfeitures shall be used to reduce the Matching
Contributions due from the Employer in later Plan Years. The Matching
Contribution shall be made in cash unless the Company determines, in its sole
and absolute discretion, to make the contribution in Company Stock.



                                       30
<PAGE>

     (b) ELIGIBLE PARTICIPANTS. 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. Notwithstanding the foregoing, 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.

     (c) TIME OF PAYMENT. The Matching Contribution, if any, for a Plan Year
shall be paid to the Trustee by the time (including extensions) for filing the
Employer's Federal income tax return for the relevant fiscal year of the
Employer.

     (d) "TOP HEAVY" CONTRIBUTIONS. Notwithstanding any provisions to the
contrary in this Section 5.1, the Employer may, in its sole and absolute
discretion, make additional Employer contributions for any Plan Year in which
the Plan is Top Heavy in such amounts as may be necessary to fund the Employer
contribution allocation required by Section 6.3.

5.2  CONDITIONAL NATURE OF CONTRIBUTIONS.

     (a) MISTAKE OF FACT. Any contribution made to this Plan by the Employer
because of a mistake of fact shall be returned to the Employer upon its request
within one (1) year of the date of the contribution.

     (b) DEDUCTIBILITY. Every contribution made by the Employer is conditional
on its deductibility. If the Internal Revenue Service determines that all or
part of a contribution is not deductible, the contribution (to the extent that
it is not deductible) shall be refunded to the Employer upon its request within
one (1) year after the date of the disallowance.

     (c) LIMITATIONS ON AMOUNTS RETURNED. Notwithstanding anything herein to the
contrary, the maximum amount that may be returned to the Employer pursuant to
subparagraphs (a) or (b) above is limited to the portion of such contribution
attributable to the mistake of fact or the portion of such contribution deemed
non-deductible (the "excess contribution"). Earnings attributable to the excess
contribution will not be returned to the Employer, but losses attributable
thereto will reduce the amount so returned. In no case shall withdrawal of any
excess contribution pursuant to subparagraph (a) or (b) above reduce the balance
of the Participant's account to less than the balance would have been had the
excess contribution not been made.



                                       31
<PAGE>

     (d) LIMITATION ON CONTRIBUTIONS OF HIGHLY COMPENSATED EMPLOYEES. The
Matching Contributions made on behalf of Participants who are Highly Compensated
Employees shall be limited to the extent necessary to satisfy one of the
following two paragraphs:

          (1) The "average contribution percentage" for Participants who are
     Highly Compensated Employees for the Plan Year shall not exceed the "base
     average contribution percentage" multiplied by one and one-quarter (1.25);
     or

          (2) The average contribution percentage for Participants who are
     Highly Compensated Employees for the Plan Year shall not exceed the base
     average contribution percentage multiplied by two (2), provided that the
     average contribution percentage for Participants who are Highly Compensated
     Employees does not exceed the base average contribution percentage by more
     than two percentage points (2%) or such lesser amount as the Secretary of
     the Treasury shall prescribe to prevent the multiple use of this
     alternative limitation with respect to any Highly Compensated Employee.

     (e) DEFINITIONS. For purposes of this Section alone, the following
definitions shall apply:

          (1) "Average contribution percentage" - The average (expressed as a
     percentage) of the contribution percentages of the Participants in a group.

          (2) "Base average contribution percentage" - The average contribution
     percentage for the previous Plan Year for the group consisting of
     individuals who were not Highly Compensated Employees during the previous
     Plan Year.

          (3) "Contribution percentage" - The ratio (expressed as a percentage)
     of the Matching Contributions under the Plan on behalf of the Participant
     for the Plan Year to the Participant's compensation for the Plan Year.

          (4) "Compensation" - Compensation shall include any such amounts as
     determined by the Plan Administrator, as long as such amounts fall within
     Section 414(s) of the Code.



                                       32
<PAGE>

     (f) SPECIAL RULES. For purposes of this Section, the following rules shall
apply:

          (1) The contribution percentage for any Participant who was a Highly
     Compensated Employee for the Plan Year and who was eligible to receive an
     allocation of Matching Contributions (or to have employee contributions
     within the meaning of Section 401(m)(3)(A) of the Code, qualified
     nonelective contributions within the meaning of Section 401(m)(4)(C) of the
     Code or elective deferrals within the meaning of Section 402(g)(3)(A) of
     the Code allocated to his account under this Plan and one or more other
     plans described in Section 401(a) or arrangements described in Section
     401(k) of the Code that are maintained by the Employer or an Affiliate) are
     determined as if all such contributions (and all such matching
     contributions, qualified nonelective contributions or elective deferrals)
     were made under a single plan.

          (2) In the event that this Plan satisfied the requirements of Sections
     401(a)(4) and 410(b) of the Code only if aggregated with one or more other
     plans, or if one or more other plans satisfied the requirements of Sections
     401(a)(4) and 410(b) of the Code only if aggregated with this Plan, then
     the limitations of this Section were applied by determining the
     contribution percentages of Participants as if all such plans were a single
     plan.

          (3) The Matching Contributions, compensation, and other amounts
     treated as matching contributions of all family members were disregarded in
     determining the actual contribution percentage for the groups of Highly
     Compensated Employees and those who were not Highly Compensated Employees.

          (4) The determination and treatment of the contribution percentage of
     any Participant may have satisfied such other requirements as may be
     prescribed by the Secretary of the Treasury.

          (5) For purposes of determining whether the Plan satisfies the actual
     contribution percentage test of Section 5.2(d) of the Plan and Section
     401(m) of the Code, all Pre-Tax Contributions and Matching Contributions
     that are made under two or more plans that are aggregated for purposes of
     Section 401(a)(4) and 410(b) of the Code (other than Section
     410(b)(2)(A)(ii)) shall be treated as made under a single plan.

          (6) For purposes of the actual contribution percentage test of Section
     5.2(d) of the Plan and Section 401(m) of the Code, the actual contribution
     ratios of all "eligible Employees" shall be taken into account. For
     purposes of this paragraph, an "eligible Employee" is any Employee who is
     directly eligible to receive an allocation of Matching Contributions or to
     make Pre-Tax Contributions and includes: (i) an Employee who would be a
     Plan Participant but for the failure to make required contributions; (ii)
     an Employee whose right to make Pre-Tax Contributions or receive Matching
     Contributions has been suspended because of an election (other than certain
     one-time elections) not to participate; and (iii) an Employee who cannot
     make Pre-Tax Contributions or receive a Matching Contribution because
     Section 415(c)(1) or Section 415(e) of the Code prevents the Employee from
     receiving additional Annual Additions. In the case of an eligible Employee
     who makes no Pre-Tax Contributions and who receives no Matching
     Contributions, the contribution ratio that is to be included in determining
     the actual contribution percentage is zero (0).



                                       33
<PAGE>

          (7) For Plan Years beginning after January 1, 1999, if the Company has
     elected to apply Code Section 410(b)(4)(B) in determining whether the Plan
     meets the requirements of Code Section 410(b), the Company may, in
     determining whether the arrangement meets the requirements of Section 5.2,
     exclude from consideration all eligible Employees (other than Highly
     Compensated Employees) who have not met the minimum age and service
     requirements of Code Section 410(a)(1)(A).

     (g) DISTRIBUTION OF EXCESS CONTRIBUTIONS. No later than the last day of
each Plan Year, any "excess aggregate contributions" and the income allocable
thereto will be distributed to Participants who made excess aggregate
contributions during the preceding Plan Year on the basis of the respective
portion of such amounts attributable to each Highly Compensated Employee. For
purposes of this paragraph, an "excess aggregate contribution" is the amount
described in Section 401(m)(6)(B) of the Code. The distribution of excess
aggregate contributions for any Plan Year shall be made to Highly Compensated
Employees on the basis of the dollar amount of excess aggregate contributions
made on behalf of each Highly Compensated Employee in accordance with the
following procedure:

          (1) Step One: The dollar amount of the excess Matching Contribution
     for each Highly Compensated Employee shall be calculated in the manner
     described in Code Section 401(k)(8)(B) and Treasury Regulation Section
     1.401(k)-1(f)(2). (Note: Although the amount necessary to reduce the
     average contribution percentage of each Highly Compensated Employee will be
     calculated in accordance with Code Section 401(k)(8)(B) and Treasury
     Regulation Section 1.401(k)-1(f)(2), the amounts so calculated are not
     necessarily the amounts that will actually be returned to a particular
     Employee. Instead, the amounts so returned will be the amounts as
     calculated in accordance with Steps 2, 3 and 4);

          (2) Step Two: The sum of the dollar amounts calculated pursuant to
     Step One shall be calculated. The total amount calculated in this Step Two
     shall be distributed in accordance with Steps Three and Four;

          (3) Step Three: The Matching Contributions of the Highly Compensated
     Employee with the highest dollar amount of Matching Contributions shall be
     reduced by the dollar amount required to cause that Highly Compensated
     Employee's Matching Contributions to equal the dollar amount of the
     Matching Contributions of the Highly Compensated Employee with the next
     highest dollar amount of Matching Contributions. This dollar amount is then
     distributed to the Highly Compensated Employee with the highest dollar
     amount of Matching Contributions. However, if a lesser reduction, when
     added to the total dollar amount already distributed under this Step Three,
     would equal the total calculated under Step Two, the lesser amount shall be
     distributed; and



                                       34
<PAGE>

          (4) Step Four: If the total amount distributed is less than the amount
     calculated pursuant to Step Two, Step 3 is repeated.

     The income allocable to excess aggregate contributions shall be determined
by multiplying the income allocable to the Participant's Matching Contributions
Account for the Plan Year by a fraction, the numerator of which is the excess
aggregate contributions on behalf of the Participant for the preceding Plan Year
and the denominator of which is the Participant's Matching Contributions Account
balance on the last business day of the preceding Plan Year. The excess
aggregate contributions to be distributed to the Participant shall be adjusted
for income and losses. In the case of a loss, the total excess aggregate
contributions would nonetheless be distributed to the Participant, but the
amount distributed could not exceed the Participant's Matching Contributions
Account balance. The method of correcting excess aggregate contributions must,
in any event, satisfy the nondiscrimination requirements of Section 401(a) (4)
of the Code. The income allocable to excess aggregate contributions shall be
determined by multiplying the income allocable to the Participant's Matching
Contributions Account for the Plan Year by a fraction, the numerator of which is
the excess aggregate contributions on behalf of the Participant for the
preceding Plan Year and the denominator of which is the Participant's Matching
Contributions Account balance on the last business day of the preceding Plan
Year. The excess aggregate contributions to be distributed to the Participant
shall be adjusted for income and losses. If there is a loss, the total excess
aggregate contributions shall nonetheless he distributed to the Participant, but
the amount distributed shall not exceed the Participant's Matching Contributions
Account balance. The determination and correction of excess aggregate
contributions of a Highly Compensated Employee whose contribution percentage is
determined under the family aggregation rules is accomplished by reducing the
contribution percentage as otherwise provided in this Section and allocating the
excess contribution for the family group among the family members in proportion
to the Matching Contributions of each family member that is combined to
determine the contribution percentage.

     (h) MULTIPLE USE OF THE ALTERNATIVE LIMITATION. For purposes of determining
whether the limitations in Sections 4.3 and 5.2 are met, the Plan shall satisfy
the test for multiple use of the "alternative limitation" (as described in
Sections 401(k)(3)(A) (ii) (II) and 401(m)(2)(A)(ii) of the Code) set forth in
Treasury Regulations Section 1.401(m)-2. If multiple use of the alternative
limitation occurs with respect to two or more plans or arrangements maintained
by the Employer it must be corrected by reducing the actual deferral percentage
or actual contribution percentage of Highly Compensated Employees in the manner
described in Treasury Regulations Section 1.401(m)-2(c)(3); provided that the
Employer may instead eliminate the multiple use of the alternative limitation by
making qualified nonelective contributions described in Section 4.3(e).



                                       35
<PAGE>

5.3  ADJUSTMENT OF MATCHING CONTRIBUTIONS ACCOUNT.

     In the event that a distribution of excess Pre-Tax Contributions is made
pursuant to Section 4.2 or Section 4.3(d) of the Plan, the Matching
Contributions Account will be adjusted by the amount of any Matching
Contributions attributable to such excess Pre-Tax Contributions (the "excess
matching contributions") plus the income allocable to any such excess matching
contribution. The income allocable to the excess matching contribution shall be
determined in accordance with any method permitted under Treasury Regulation
Sections 1.401(m)-1(e)(3) or 1.401(k)-1(f)(4) as applicable. Any such excess
matching contribution (and earnings allocable thereto) will be allocated to a
suspense account. Amounts in this suspense account shall be allocated in the
succeeding Plan Year as part of the Matching Contributions for such Plan Year.
Amounts held in such suspense account shall be allocable before the Matching
Contributions for such Plan Year.

                                    ARTICLE 6

                      ACCOUNTING; TREATMENT OF THE SPIN-OFF

6.1  SEPARATE ACCOUNTS.

     A separate Pre-Tax Contributions Account and Matching Contributions Account
shall be maintained for each Participant who elects to make Pre-Tax
Contributions and on whose behalf the Employer makes a Matching Contribution. A
separate Rollover Contributions Account shall be maintained for each Participant
who has made Rollover Contributions. A separate Special Purpose Contributions
Account and/or a MicroAge Stock Account shall be maintained for each Participant
who had a Special Purpose Contributions Account or ESOP Account in the MicroAge
Plan prior to the Spin-Off Effective Date. The accounts will separately reflect
balances derived from contributions made by or on behalf of the Participant and
shall reflect the fair market value, as of the most recent Valuation Date. Each
such account or subaccount shall be adjusted as hereinafter provided to reflect
any appreciation or depreciation in the value of the assets of the Trust Fund
and any distributions. The Plan Administrator also shall establish and maintain
any such other accounts or subaccounts as necessary for each Participant. The
establishment and maintenance of separate accounts for each Participant shall
not be construed as giving any person any interest in any specific asset of the
Trust Fund, which, for investment purposes, shall be administered as a single
fund unless and until otherwise directed by the Plan Administrator or otherwise
provided herein.

6.2  SPIN-OFF.

     (a) GENERAL. As noted above, effective as of the Spin-Off Effective Date,
the MicroAge Plan has been divided into two separate plans--the MicroAge Plan
and this Plan. Initially, the assets of the MicroAge Plan and the assets of this
Plan will be commingled for investment purposes pursuant to the terms of the
master trust arrangement described in the Trust Agreement. Nevertheless, the
assets attributable to the MicroAge Plan will only be available to pay expenses
of the MicroAge Plan and benefits to individuals covered by the MicroAge Plan.
The assets attributable to this Plan (as described below) will only be available
to pay the expenses of this Plan and benefits payable to Participants or
Beneficiaries covered by this Plan.



                                       36
<PAGE>

     (b) ASSETS ATTRIBUTABLE TO THIS PLAN. The assets attributable to this Plan
shall equal the sum of the MicroAge Plan account balances of all individuals
who, as of the Spin-Off Effective Date, are active Employees of the Company
(Pinacor) or any other Employer or are on an Authorized Leave of Absence from
Pinacor or any other Employer. The balance of the assets of the MicroAge Plan
shall be deemed to be attributable to the MicroAge Plan. The Plan Administrator
shall work with the administrator of the MicroAge Plan to identify the assets
that are properly attributable to each plan.

     (c) DIRECTIONS TO TRUSTEE. The Plan Administrator is hereby authorized and
directed to instruct the Trustee to take any and all action necessary to accept
assets transferred or allocated from the MicroAge Plan.

     (d) ACCEPTANCE OF LIABILITY. Effective as of the Spin-Off Effective Date
this Plan assumes full responsibility and liability for the payment of all
amounts previously due to the Employees referred to in Section 6.2(b) whose
accounts are deemed to be allocated to this Plan pursuant to Section 6.2(b).

     (e) ACCOUNT CONVERSION. The MicroAge Plan accounts of Employees referred to
in Section 6.2(b) shall be converted to accounts in this Plan as follows:

          (1) Amounts allocated to a Participant's "Elective Deferral Account"
     under the MicroAge Plan will be allocated to the Participant's Pre-Tax
     Contributions Account under this Plan;

          (2) Amounts allocated to a Participant's "Matching Contribution
     Account" under the MicroAge Plan will be allocated to the Participant's
     Matching Contributions Account under this Plan. Any matching contributions
     consisting of MicroAge Stock which are transferred from the MicroAge Plan
     to this Plan shall be allocated to a subaccount of the Matching
     Contributions Account;

          (3) Amounts allocated to a Participant's "ESOP Account" under the
     MicroAge Plan will be allocated to the Participant's MicroAge Stock Account
     under this Plan;

          (4) Amounts allocated to a Participant's "Special Purpose Contribution
     Account" under the MicroAge Plan will be allocated to the Participant's
     Special Purpose Contributions Account under this Plan; and



                                       37
<PAGE>

          (5) Amounts allocated to a Participant's "Rollover Contribution
     Account" under the MicroAge Plan will be allocated to the Participant's
     Rollover Contributions Account under this Plan.

6.3  ALLOCATION OF CONTRIBUTIONS AND FORFEITURES.

     (a) MATCHING CONTRIBUTIONS AND FORFEITURES. The Matching Contributions made
on behalf of a Participant for a Plan Year (including any forfeitures allocated
as part of the Matching Contributions) shall be allocated to his Matching
Contributions Account as of the year-end Valuation Date. The Matching
Contributions (and forfeitures) will be allocated to the Matching Contributions
Accounts after valuation and adjustment of accounts as provided in Section 6.4.
If a Matching Contribution is made in the form of Company Stock, it will be
allocated to a special subaccount in the Participant's Matching Contributions
Account.

     (b) TOP HEAVY ALLOCATIONS. Notwithstanding anything to the contrary in this
Section or any other provision of this Plan, in any Plan Year in which the Plan
is Top Heavy or Super Top Heavy, the Employer shall make a special contribution
on behalf of each Participant who is not a Key Employee for the Plan Year in
such amount as may be necessary to assure that the sum of the Matching
Contributions and forfeitures, if any, allocated to the Participant's accounts
equals at least the "minimum required contribution." The "minimum required
contribution" is the lesser of (1) three percent (3%) of the Participant's
Compensation for the Plan Year or (2) if the Employer does not have a defined
benefit plan which is enabled to satisfy Section 401 of the Code by this Plan,
the Participant's Compensation for the Plan Year multiplied by the "Employer
Contribution percentage" for such Plan Year for the Key Employee for whom the
"Employer Contribution percentage" is the highest. For this purpose, the
"Employer Contribution percentage" shall equal the Employer Contributions and
forfeitures allocated to a Participant divided by the Compensation of the
Participant. The minimum required contribution called for by this paragraph will
be determined without regard to the Employer Contributions to the Social
Security System. The special Employer Contribution called for by this paragraph
shall be allocated on behalf of all Employees who are not Key Employees for the
Plan Year and who are employed by the Employer on the last day of the Plan Year.
This special Employer Contribution shall be made regardless of any provision in
this Plan requiring (as a condition of allocation of the Employer Contribution
for the Plan Year) payment of Pre-Tax Contributions. In determining whether the
minimum required contribution provisions of this Section have been satisfied,
all Employer Contribution and forfeiture allocations for the Plan Year under all
"defined contribution plans," as defined in Section 414(i) of the code,
maintained by the Employer or an Affiliate shall be considered as allocable
under this Plan. If a non-Key Employee who is participating in this Plan is
covered under a "defined benefit plan," as defined in Section 414(j) of the
Code, sponsored by the Employer or an Affiliate, no minimum required
contribution allocation shall be required pursuant to this paragraph if such
Employee is provided with a top heavy minimum defined benefit pursuant to the
defined benefit plan. All special Employer contributions made pursuant to this
paragraph on behalf of a Participant shall be allocated to that Participant's
Matching Contributions Account. In determining the amount of the minimum
required contribution, the Pre-Tax Contributions made by Highly Compensated
Employees shall be treated as Employer Contributions. The Pre-Tax Contributions
made by non-Highly Compensated Employees shall be disregarded.



                                       38
<PAGE>

     (c) PRE-TAX CONTRIBUTIONS. The Pre-Tax Contributions of a Participant shall
be credited to his Pre-Tax Contributions Account.

     (d) ROLLOVER CONTRIBUTIONS. The Rollover Contributions of a Participant
shall be credited to his Rollover Contributions Account.

     (e) QUALIFIED NONELECTIVE CONTRIBUTIONS. The qualified nonelective
contributions made on behalf of a Participant shall be credited to his Special
Purpose Contributions Account.

6.4  VALUATION AND ACCOUNT ADJUSTMENTS.

     (a) GENERAL. Participant accounts shall be adjusted as follows:

          (1) As of each Valuation Date, the Plan Administrator shall credit to
     the proper accounts all Pre-Tax Contributions and loan repayments received
     since the prior Valuation Date.

          (2) As of each Valuation Date, the Plan Administrator shall charge to
     the proper accounts all withdrawals or distributions paid and all loans
     made since the most recent Valuation Date that have not previously been
     charged to accounts.

          (3) The Plan Administrator may elect to charge the administrative
     expenses incurred by the Plan, or certain categories of such expenses, to
     the accounts of the Participants. Such expenses shall be charged to the
     accounts as of the Valuation Date or Dates selected by the Plan
     Administrator and in the manner (e.g., pro rata or in proportion to account
     balances) selected by the Plan Administrator.

          (4) As of each Valuation Date, the Plan Administrator shall adjust
     each Participant's accounts to reflect the investment performance of the
     Funds in which such accounts are invested.

          (5) Dividends allocable to Participant accounts on MicroAge Stock or
     Company Stock shall be credited to Participant accounts on a pro rata basis
     as of the appropriate Valuation Date. As of each Valuation Date, all
     MicroAge Stock or Company Stock credited to the accounts of a Participant
     shall be adjusted to reflect changes in the value of the MicroAge Stock or
     Company Stock. If the MicroAge Stock or Company Stock is not readily
     tradeable on an established securities market, the fair market value of
     such securities must be determined by an independent appraiser meeting the
     requirements of Section 401(a)(28)(C) of the Code.



                                       39
<PAGE>

          (6) As of each Valuation Date, the Plan Administrator shall charge and
     credit to the proper accounts the amounts transferred from one Fund to
     another, as provided in Section 7.3 of the Plan.

          (7) The Matching Contributions (as well as any forfeitures available
     for allocation) shall be allocated to the accounts as of the appropriate
     Valuation Date, as determined by the Plan Administrator in accordance with
     rules or procedures of uniform application.

     (b) COMPANY COMMON STOCK FUND AND MICROAGE COMMON STOCK FUND. The Plan
Administrator in the exercise of its discretion may prescribe Valuation Dates
for the Company Common Stock Fund and/or the MicroAge Common Stock Fund that
differ from the Valuation Dates for the other Investment Funds.

6.5  LIMITATIONS ON ANNUAL ADDITIONS.

     (a) GENERAL RULE. Notwithstanding anything in this Plan to the contrary,
the Annual Addition to be allocated to the accounts of a Participant for any
Plan Year shall not exceed an amount equal to the lesser of (1) Thirty Thousand
Dollars ($30,000.00) (or such greater amount as may be permitted under Code
Section 415(d)) (the "dollar limitation") or (2) twenty-five percent (25%) of
the Compensation of the Participant for the Plan Year (the "compensation
limitation").

     (b) MULTIPLE DEFINED CONTRIBUTION PLANS. The limitations of this Section
with respect to any Participant who is at any time participating in any other
"defined contribution plan," as defined in Section 414(i) of the Code,
maintained by the Employer or an Affiliate shall apply as if the total Annual
Addition under all defined contribution plans in which the Participant is
participating were allocated under this Plan.

     (c) ADJUSTING ANNUAL ADDITIONS. In the event it is necessary to limit the
Annual Additions to the accounts of a Participant under this Plan, adjustments
shall first be made to the annual additions under any other defined contribution
plan of the Employer, if permitted by such plan, and if further adjustments are
required, the Plan Administrator shall allocate Employer Matching Contributions
in excess of the permitted Annual Addition to a suspense account. Amounts in
this suspense account shall be allocated in the succeeding Plan Year as part of
the Matching Contributions for such Plan Year. Amounts held in such suspense
account shall be allocable before the Matching Contributions for such Plan Year.
In the event of termination of the Plan, amounts credited to such suspense
account shall, to the extent permitted by this Section, be allocated among the
Matching Contributions Accounts of Participants in the ratio that each such
Participant's Compensation for the Plan Year in which the termination occurs
bears to the Compensation of all such Participants for that Plan Year. Further
reductions or adjustments to the method described above for adjusting the Annual
Additions of Participants may be made pursuant to the directions of the Plan
Administrator and may be made pursuant to priorities established under related
defined contribution plans.



                                       40
<PAGE>

     (d) DEFINED BENEFIT PLAN PARTICIPANTS. For Plan Years beginning before
January 1, 2000, in any case where a Participant under this Plan is also a
participant in one or more "defined benefit plans," as defined in Section 414(j)
of the Code, maintained by the Employer or by an Affiliate of the Employer, the
sum of the "defined benefit plan fraction" under such plan or plans and the
"defined contribution plan fraction" under this Plan and all other defined
contribution plans shall not exceed one (1.0).

     (e) DEFINED BENEFIT PLAN FRACTION. The "defined benefit plan fraction" for
any Plan Year is a fraction, the numerator of which is the projected annual
benefit payable to the Participant as of the close of the current Plan Year
under all defined benefit plans (whether or not terminated) maintained by the
Employer and the denominator of which is the lesser of one hundred twenty-five
percent (125%) of the defined benefit plan dollar limitation in effect for the
Plan Year under Section 415(b)(1)(A) of the Code, as adjusted pursuant to
Section 415(d) of the Code, or one hundred forty percent (140%) of the
Participant's average Compensation for the three (3) Plan Years during which
such Compensation is the highest. For any Plan Year for which the Plan is Top
Heavy, the denominator of the defined benefit plan fraction will be the lesser
of one hundred percent (100%) (rather than one hundred twenty-five percent
(125%)) of the defined benefit plan dollar limitation referred to in the
preceding sentence, as in effect for the Plan Year, or one hundred forty percent
(140%) of the Participant's average Compensation for the three (3) Plan Years
during which Compensation is highest, unless both of the following conditions
are satisfied, in which case the defined benefit plan fraction shall be
calculated as set forth in the preceding sentence:

          (1) The Plan is not a Super Top Heavy Plan; and

          (2) The contributions or benefits on behalf of all Participants other
     than Key Employees meet the requirements of Section 416(h) of the Code.

     (f) DEFINED CONTRIBUTION PLAN FRACTION. The "defined contribution plan
fraction" for any Plan Year is a fraction, the numerator of which is the sum of
the Annual Additions to the Participant's accounts under all the defined
contribution plans (whether or not terminated) maintained by the Employer for
the current and all prior Plan Years (including the Annual Additions
attributable to the Participant's nondeductible employee contributions to any
defined benefit plan, whether or not terminated, maintained by the Employer) and
the denominator of which is the sum of the "maximum aggregate amounts" for the
current and all prior Plan Years of service with the Employer, regardless of
whether a plan was maintained by the Employer during such years. The "maximum
aggregate amount" in any Plan Year is the lesser of one hundred twenty-five
percent (125%) of the dollar limitation in effect under Section 415(c)(1)(A) of
the Code or thirty-five percent (35%) of the Participant's Compensation for such
year. For any Plan Year for which the Plan is a Top Heavy Plan, the "maximum
aggregate amount" is the lesser of one hundred percent (100%) (rather than one
hundred twenty-five percent (125%)) of the dollar limitation in effect under
Section 415(c)(1)(A) of the Code or thirty-five percent (35%) of the
Participant's Compensation for such year, unless both of the following
conditions are satisfied:



                                       41
<PAGE>

          (1) The Plan is not a Super Top Heavy Plan; and

          (2) The contributions or benefits on behalf of all Participants other
     than Key Employees meet the requirements of Section 416(h) of the Code.

     (g) ADJUSTMENTS. If the sum of the defined benefit plan fraction and the
defined contribution plan fraction is in excess of one (1.0), then the Annual
Addition of the Participant shall be reduced as provided in paragraph (c) but
only if the terms and provisions of the defined benefit plan do not call for the
reduction of the benefits payable thereunder in such circumstances. The
reduction shall be of sufficient amount to eliminate the excess over one (1.0).

     (h) TREATMENT OF AFFILIATES. For purposes of this Section 6.5, the Employer
and all of its Affiliates shall be treated as a single entity and any plans
maintained by an Affiliate shall be deemed to be maintained by the Employer.

                                    ARTICLE 7

                              INVESTMENT DIRECTIONS

7.1. DIRECTION BY PARTICIPANT.

     (a) INVESTMENT OF ACCOUNTS. Subject to the limitations set forth in Section
7.1(b), each Participant shall choose the Investment Fund or Funds in which his
Accounts shall be invested. Each Participant may, except as otherwise provided
in this Section, direct the investment of all of the amounts credited to such
accounts in a single Fund, or the Participant may direct percentage increments
of amounts allocable to those accounts to be invested in such Funds as he shall
desire, all in accordance with uniform rules and procedures promulgated by the
Plan Administrator. With respect to those Participants who were participants in
the MicroAge Plan on November 2, 1998, the investment elections made under the
MicroAge Plan will be considered to be investment elections under this Plan
until such time as the Participant changes his elections.

     (b) THE COMPANY COMMON STOCK FUND. Participants may not elect to invest any
portion of their accounts in the Company Common Stock Fund. Any Matching
Contributions made in Company Stock, however, will be invested, initially, in
the Company Common Stock Fund. Once a Participant has a fully vested interest in
his Matching Contribution Account he may elect to transfer the portion of his
Matching Contribution Account that is invested in the Company Common Stock Fund
to any of the other Investment Funds. Amounts transferred from the Company
Common Stock Fund may not be reinvested in the Company Common Stock Fund.

     (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. 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 (regardless of the
account to which that interest is allocated) 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.



                                       42
<PAGE>

     (d) NO DISTINCTION BETWEEN INCOME AND PRINCIPAL. The income of and gains of
each Fund shall be added to the Fund and each Fund shall be invested without
distinction between principal and income.

     (e) FAILURE TO ISSUE INVESTMENT DIRECTIVES. The investment directives of a
Participant shall be effective until another directive is received by the Plan
Administrator. The Trustee, in its discretion, will invest the portion of the
Participant's accounts for which the Participant has the right to issue, but has
not issued, investment directions in accordance with this Plan and the Trust
Agreement.

     (f) FORMER PARTICIPANTS AND BENEFICIARIES. For purposes of this ARTICLE 7,
the term "Participant" shall be deemed to include former Participants and
Beneficiaries of any deceased Participant and alternate payees of any
Participants.

7.2  CHANGE IN INVESTMENT DIRECTIONS.

     Participants may elect to change their investment directions with respect
to future contributions in accordance with uniform rules and procedures adopted
by the Plan Administrator. All changes shall be permitted subject to the
provisions of Section 7.1 regarding the available investments for various types
of contributions.

7.3  TRANSFERS BETWEEN INVESTMENT FUNDS.

     (a) GENERAL. Except as provided in Section 7.1(b) or (c) or this Section
7.3, a Participant may transfer all or a portion of his accounts invested in a
Fund to another Fund or Funds in accordance with uniform rules and procedures
adopted by the Plan Administrator. All transfers shall be subject to the
requirements and limitations of Section 7.1.

     (b) MICROAGE STOCK DIVERSIFICATION ELECTION. Contributions allocable to a
Participant's MicroAge Stock Account may not be transferred from the MicroAge
Common Stock Fund to another Fund or Funds, except as provided in this Section
7.3(b) or in Section 7.1(c). A Participant shall become a "qualified
Participant" and may elect to diversify his MicroAge Stock Account after
attaining age fifty-five (55) and being credited with ten (10) or more years of
participation in the Plan by transferring the available portion of the MicroAge
Stock Account as set forth in this section to another Fund or Funds. A qualified
Participant may elect to diversify twenty-five percent (25%) of his MicroAge
Stock Account during the "qualified election period." The "qualified election
period" is the six (6) year period commencing with the Plan Year in which the
Participant becomes a qualified Participant. In addition, in the final year of
the six (6) year qualified election period, a Participant may diversify fifty
percent (50%) of his MicroAge Stock Account balance. If for any reason MicroAge
ceases to be an Affiliate of the Company, a Participant shall be permitted to
transfer any or all of the amounts allocated to his MicroAge Stock Account to
another Fund or Funds pursuant to Section 7.1(c) and therefore this Section
7.3(b) shall no longer apply.



                                       43
<PAGE>

7.4  PARTICIPANT DIRECTED INDIVIDUAL ACCOUNT PLAN.

     (a) GENERAL. This Plan is intended to constitute a participant directed
individual account plan under Section 404(c) of the Act. As such, Participants
shall be provided the opportunity to exercise control over some or all of the
assets in their accounts under the Plan. The Plan Administrator, pursuant to
uniform and non-discriminatory rules, shall establish three or more Funds which
provide each Participant with a broad range of investment alternatives in
accordance with Department of Labor Regulation Section 2550.404c1(b)(3).

     (b) CHANGE IN INVESTMENT FUNDS. The Investment Funds available under the
Plan, and any restrictions on such Funds, may be modified or supplemented from
time to time by action of the Plan Administrator, without the necessity of a
Plan amendment.

     (c) REQUIRED INFORMATION. The Plan Administrator shall provide each
Participant with the opportunity to obtain sufficient information to make
informed decisions with regard to investment alternatives available under the
Plan and incidents of ownership appurtenant to such investments. The Plan
Administrator shall promulgate and distribute to Participants an explanation
that the Plan is intended to comply with section 404(c) of the Act and any
relief from fiduciary liability resulting therefrom, a description of investment
alternatives available under the Plan, an explanation of the circumstances under
which Participants may give investment instructions and any limitations thereon,
along with all other information and explanations required under Department of
Labor Regulation Section 2550.404c-1(b)(2)(B)(1). In addition, the Plan
Administrator shall provide information to Participants upon request as required
by Department of Labor Regulation Section 2550.404c-1(b)(2)(B)(2). Neither the
Employer, the Plan Administrator, the Trustee nor any other individual
associated with the Plan or the Employer shall give investment advice to
Participants with respect to Plan investments. The providing of information
pursuant to this Section shall not in any way be deemed to be the providing of
investment advice, and shall in no way obligate the Employer, the Plan
Administrator, the Trustee or any other individual associated with the Plan or
the Employer to provide any investment advice.



                                       44
<PAGE>

     (d) IMPERMISSIBLE INVESTMENT INSTRUCTIONS. The Plan Administrator shall
decline to implement any Participant instructions if: (1) the instruction is
inconsistent with any provisions of the Plan or Trust Agreement; (2) the
instruction is inconsistent with any investment direction policies adopted by
the Plan Administrator from time to time; (3) implementing the instruction would
not afford a Plan fiduciary protection under section 404(c) of the Act; (4)
implementing the instruction would result in a prohibited transaction under
Section 406 of the Act or Section 4975 of the Code; (5) implementing the
instruction would result in taxable income to the Plan; (6) implementing the
instruction would jeopardize the Plan's tax qualified status; or (7)
implementing the instruction could result in a loss in excess of a Participant's
account balance. The Committee, pursuant to uniform and nondiscriminatory rules,
may promulgate additional limitations on investment instruction consistent with
Section 404(c) of the Act from time to time.

     (e) INDEPENDENT EXERCISE. A Participant shall be given the opportunity to
make independent investment directions. No Plan fiduciary shall subject any
Participant to improper influence with respect to any investment decisions, and
nor shall any Plan fiduciary conceal any non-public facts regarding a
Participant's Plan investment unless disclosure is prohibited by law. Plan
fiduciaries shall remain completely neutral in all regards with respect to
Participant investment directions. A Plan fiduciary may not accept investment
instructions from a Participant known to be legally incompetent, and any
transactions with a fiduciary, otherwise permitted under this Section and the
uniform and nondiscriminatory rules regarding investment directions promulgated
by the Committee, shall be fair and reasonable to the Participant in accordance
with Department of Labor Regulation Section 404c-1(c)(3).

     (f) LIMITATION OF LIABILITY AND RESPONSIBILITY. The Trustee, the Plan
Administrator and the Employer shall not be liable for acting in accordance with
the directions of a Participant pursuant to this Section or for failing to act
in the absence of any such direction. The Trustee, the Plan Administrator and
the Employer shall not be responsible for any loss resulting from any direction
made by a Participant and shall have no duty to review any direction made by a
Participant. Neither the Employer, the Plan Administrator nor the Trustee shall
have any obligation to consult with any Participant regarding the propriety or
advisability of any selection made by the Participant.

     (g) CONFIDENTIALITY REQUIREMENTS. Because a portion of some Participant
accounts may be invested in the Company Common Stock Fund and/or the MicroAge
Common Stock Fund, the Advisory Committee shall establish written procedures in
order to safeguard the confidentiality of information relating to the purchase,
holding, and sale of Company Stock or MicroAge Stock and the exercise of voting,
tender and similar rights. The Advisory Committee shall adopt written
confidentiality procedures that comply with the applicable regulations.

7.5  TRANSFER OF ASSETS.

     If the Employer is serving as an intermediary in conveying the investment
elections of Participants, the Plan Administrator shall direct the Trustee to
transfer monies or other property to or from the various Investment Funds as may
be necessary to carry out the aggregate transfer transactions after the Plan
Administrator has caused the necessary entries to be made in the Participants'
accounts in the Investment Funds and has reconciled offsetting transfer
elections, in accordance with uniform rules therefore established by the Plan
Administrator. The foregoing sentence shall be inapplicable if Participants are,
in accordance with current procedures for investment elections, communicating
their elections directly to the appropriate Investment Fund agent.



                                       45
<PAGE>

                                    ARTICLE 8

                                      LOANS

8.1  GENERAL RULE.

     The Plan Administrator is authorized but is not required to direct the
Trustee to make a loan or loans as a segregated investment of the Participant's
accounts to any Participant who is (a) a current Employee of the Employer or (b)
a former Employee of an Employer, if such former Employee is a
"party-in-interest" (as such term is defined in Section 3(14) of the Act). Such
loans shall be available to all Participants on a nondiscriminatory basis,
except that the Trustee may discriminate on the basis of credit worthiness. The
Plan Administrator shall not direct the Trustee to make loans to Highly
Compensated Employees in amounts which, when expressed as a percentage of the
Participant's vested interest in his accounts, are greater than those available
to other Participants; provided, however, that the Plan Administrator may adopt
a rule precluding loans of less than One Thousand Dollars ($1,000.00).

8.2  AMOUNT OF LOAN; SECURITY.

     (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 less than Ten Thousand Dollars ($10,000.00), nor 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 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.



                                       46
<PAGE>

     (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 (other than his Pre-Tax Contributions Account) 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 (non-forfeitable) 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.

8.3  TERMS OF LOAN.

     (a) INTEREST RATE. All loans shall bear interest at a rate determined by
the Plan Administrator (in a uniform and nondiscriminatory manner). Subject to
the foregoing, the terms of any loan shall be arrived at by mutual agreement
between the Trustee and the Participant pursuant to a uniform, nondiscriminatory
policy.

     (b) REPAYMENT PERIOD. All loans shall be repayable in semi-monthly
installments (or such other installment intervals as established by the Plan
Administrator) over a period not exceeding five (5) years. The term may exceed
five (5) years (but shall not exceed fifteen (15) years or such shorter period
set by the Plan Administrator), however, if the Participant establishes to the
satisfaction of the Plan Administrator, in its sole discretion, that the
proceeds of the loan will be used, within a reasonable time after the funds are
disbursed, to acquire or construct the Participant's principal residence.

     (c) COSTS. Any costs incurred by the Plan Administrator or the Trustee to
establish, process or collect the loan shall be charged directly and solely to
the Participant and will be subtracted from the loan proceeds unless other
mutually agreeable arrangements are made by the Plan Administrator and the
Participant.

8.4  DEFAULT.

     If a Participant fails to timely make a required installment payment on a
loan, the loan shall be in default and a deemed distribution of the loan shall
occur. The Plan Administrator may, in the exercise of its discretion, allow a
grace period for the repayment of missed installments. The grace period allowed
by the Plan Administrator, if any, shall be administered in a uniform and
nondiscriminatory manner and in no event shall continue beyond the last day of
the calendar quarter following the calendar quarter in which the required
installment payment was due. In the event that the Participant does not repay
such loan or loans and the interest thereon in a timely fashion, the Trustee may
exercise every creditor's right at law or equity available to the Trustee. The
Trustee may not, however, deduct or offset the payments in default or the unpaid
outstanding balance of the loan from or against the Participant's accounts until
such time as the accounts become payable pursuant to the other provisions of
this Plan. When payments become due hereunder, the Trustee may deduct the total
amount of the loan then outstanding, together with any interest then due and
owing, from any payment or distribution (including any payment due to the
Participant's surviving spouse pursuant to Section 11.5) to which such
Participant or his Beneficiary or Beneficiaries may become entitled.



                                       47
<PAGE>

8.5  TRANSFERRED LOANS ACCEPTED PURSUANT TO SECTION 4.7.

     In the event that a Participant transfers a promissory note to the Plan in
connection with a "rollover" under Section 4.7, such promissory note shall be
administered by the Plan Administrator and the Trustee in accordance with the
terms of the promissory note. To the extent there is a conflict between the
terms of a transferred promissory note and this ARTICLE 8 or other rules
promulgated by the Plan Administrator, the terms of the transferred promissory
note shall control. Nothing in this Section, however, obligates the Plan
Administrator to accept a rollover that includes a promissory note.

8.6  SUSPENSION OF LOAN PAYMENTS UNDER CODE SECTION 414(U).

     Loan repayments will be suspended under the Plan as permitted under Section
414(u) of the Code.

                                    ARTICLE 9

                    VOTING, TENDER OFFERS, OR SIMILAR RIGHTS

9.1  VOTING RIGHTS.

     (a) GENERAL RULE. Unless passed through to the Participants, the Trustee,
in its discretion, shall vote all proxies relating to the exercise of voting,
tender or similar rights that are incidental to the ownership of any asset which
is held in any Fund, other than the Company Stock allocated to the Participant's
Matching Contributions Account or the MicroAge Stock allocated to the Pre-Tax
Contributions Accounts, the Matching Contributions Accounts and the MicroAge
Stock Accounts.

     (b) VOTING OF MICROAGE STOCK. Except as otherwise provided herein, and
unless such responsibilities or duties are properly delegated to a named
fiduciary or investment manager other than the Trustee, the Trustee shall vote
all voting Company Stock or MicroAge Stock held as assets of the Company Common
Stock Fund or the MicroAge Common Stock Fund in its discretion.

     (c) VOTING PASS THROUGH. Notwithstanding anything to the contrary in
paragraph (a) above, and subject to the limitations contained in paragraph (g)
herein, a Participant (or the Beneficiary if the Participant has died) shall
direct the Trustee, or an agent designated by the Trustee for that purpose, with
respect to the voting of shares of the Company Stock or the MicroAge Stock
allocated to the Participant's accounts to the extent that, and with respect to
matters for which, Participants are granted pass through voting rights as
provided in paragraphs (d) or (e), whichever is applicable. The Trustee shall
retain responsibility for voting in its discretion, shares of Company Stock or
MicroAge Stock which are subject to the pass through voting rights provided
herein to the extent that Participants fail to give directions with respect to
such allocated shares. Notwithstanding the foregoing, nothing in this Section
shall prohibit delegation of the Trustee's voting responsibilities or duties to
another named fiduciary or investment manager to the extent permitted by, and in
accordance with, the Act. To the extent permitted by law, the Trustee shall not
be liable for following the proper directions of Participants, an investment
manager, or another named fiduciary in accordance with the rules herein.



                                       48
<PAGE>

     (d) NO REGISTRATION-TYPE CLASS OF SECURITIES. If the Company Stock or the
MicroAge Stock constitutes a "registration-type class of securities" at the time
of vote, the voting pass through rights provided in paragraph (c) above shall
apply to all voting Company Stock or MicroAge Stock allocated to Participant
accounts with respect to all matters involving approval or disapproval of any
corporate merger or consolidation, recapitalization, reclassification,
liquidation, dissolution, sale of substantially all the assets of a trade or
business, or any similar transaction (as defined in the applicable regulations
under Section 409(e)(3) of the Code).

     (e) REGISTRATION-TYPE CLASS OF SECURITIES. If the Company Stock or the
MicroAge Stock constitutes a "registration-type class of securities" at the time
of the vote, the voting pass through rights provided in paragraph (c) above
shall apply to all voting Company Stock or MicroAge Stock allocated to
Participant accounts with respect to all matters submitted to shareholders for
their vote.

     (f) PROXY MATERIALS; VOTING DIRECTION. Prior to the holding of any annual
or special meeting of the shareholders of the issuer of the Company Stock or
MicroAge at which such matters are to be voted upon, the Trustee, or an agent
designated by the Trustee for that purpose, shall verify that the issuer of the
Company Stock or MicroAge or its agent has sent to each Participant (or
Beneficiary if the Participant has died) entitled to pass through voting rights
as described herein, a proxy statement and/or other neutral information which
the Trustee deems appropriate in order to provide Participants necessary and
accurate information regarding the voting decisions being passed through,
together with a form to be returned to the Trustee or its designated agent
instructing the Trustee to vote the shares of Company Stock or MicroAge Stock
allocated to the Participant's accounts in accordance with the Participant's
wishes. Alternatively, or if the issuer of the Company Stock or MicroAge fails
to provide such information, the Trustee shall send or cause to be sent such
information to Participants who are entitled to direct the voting of Company
Stock or MicroAge Stock hereunder. Each Participant shall have the right to
direct the Trustee how to vote the number of votes attributable to the full and
fractional shares of Company Stock or MicroAge Stock that are subject to pass
through voting herein by completing the voting direction form and returning it
to the Trustee or its designated agent. If the Trustee, or its designated agent,
does not receive instructions from a Participant at least two (2) days prior to
such meeting, the Trustee shall vote all of the Company Stock or MicroAge Stock
attributable to the accounts of such a Participant, in its discretion, or
subject to the directions of the independent fiduciary, if one has been
appointed. If the Trustee has designated an agent for purposes of this Section,
the Trustee may remove such agent and appoint a new agent, or exercise its
powers without the use of an agent, as it shall determine in its sole
discretion.



                                       49
<PAGE>

     (g) VOTING RIGHTS OVERRIDE. Notwithstanding anything in this Section to the
contrary, the Trustee shall disregard any Participant directions made under
authority of paragraph (c), and vote any Company Stock or MicroAge Stock subject
to such directions in the Trustee's sole discretion, to the extent required by
the Act or the Code.

     (h) REGISTRATION-TYPE CLASS OF SECURITIES DEFINED. For purposes of this
Section, the phrase "registration-type class of securities" means:

          (1) a class of securities required to be registered under section 12
     of the Security Exchange Act of 1934, and

          (2) a class of securities which would be required to be so registered
     except for the exemption from registration provided in subsection (g)(2)(H)
     of such section 12.

9.2  TENDER OR EXCHANGE OFFERS.

     (a) GENERAL. The provisions of this Section shall apply in the event that
any person, either alone or in conjunction with others, makes a tender or
exchange offer or any other offer to purchase one percent or more of the
outstanding shares of Company Stock or MicroAge Stock (a "tender offer").

     (b) INSTRUCTIONS TO TRUSTEE. The Trustee may not take any action in
response to a tender offer except as otherwise provided in this Section. Each
Participant may direct the Trustee to sell, offer to sell, exchange or otherwise
dispose of the Company Stock or MicroAge Stock allocated to his accounts in
accordance with the terms of the tender offer and with this Section. The
Participant direction shall be communicated to the Trustee in accordance with
uniform rules and procedures promulgated by the Plan Administrator. Promptly
after the commencement of a tender offer (which shall be deemed to commence at
12:01 a.m. Arizona time on the day the tender offer is first published or
distributed to shareholders) the Plan Administrator shall (1) determine the
total number of shares of Company Stock or MicroAge Stock which each Participant
is entitled to direct the Trustee to tender and (2) in accordance with the
uniform procedures promulgated by the Plan Administrator inform the Trustee of
the names of the Participants and the number of shares of Company Stock or
MicroAge Stock (including fractional shares) each is entitled to direct the
Trustee to tender. Within 120 hours after the commencement of a tender offer and
in accordance with the procedures promulgated by the Plan Administrator, the
issuer of the Company Stock or MicroAge shall provide to the Trustee for
distribution to each Participant (1) the written tender offer information
provided to shareholders of the issuer of the Company Stock or MicroAge, (2) a
statement of the number of full and fractional shares of Company Stock or
MicroAge Stock which the Participant may direct the Trustee to tender and (3)
the means established and paid for by the issuer of the Company Stock or
MicroAge by which a Participant may instruct the Trustee to tender. Thereafter,
during the pendency of the tender offer, the issuer of the Company Stock or
MicroAge shall promptly provide the Trustee for distribution to each Participant
with any additional written tender offer information that is provided to
shareholders of the issuer of the Company Stock or MicroAge; but except for
directions as to how to use the forms provided for giving instructions, the
issuer of the Company Stock or MicroAge, the Company, any Employer, the Trustee
and the Plan Administrator shall not provide to Participants any information or
guidance not provided to all shareholders. The Trustee shall tender or not
tender (or withdraw from tender) shares in accordance with such instructions.
The Trustee shall determine in its own discretion whether to tender shares for
which timely instructions are not received. In any event, it shall not tender
any shares until a time not sooner than three hours before the last time (the
"Expiration Time") shares can be tendered under the terms of the tender offer as
announced prior to the time of tender, except that in the case of an offer for
less than all of the Company Stock or the MicroAge Stock, if the proration
period ends before the Expiration Time, the Trustee will tender such shares not
sooner than three hours before the end of the proration period. If permitted to
do so under the terms of the tender offer and applicable law, the Trustee will
withdraw from the tender offer any shares tendered pursuant to the offer on
behalf of a Participant if the Participant shall have requested the withdrawal
of such shares. A Participant shall not be limited as to the number of
instructions to tender or withdraw that he may give to the Trustee. All shares
that have been tendered pursuant to Participants' instructions and have not been
withdrawn prior to the expiration of the tender offer will be withdrawn from the
Company Common Stock Fund or the MicroAge Common Stock Fund and will be sold by
the Trustee in accordance with the terms of the tender offer. Tender offer
instructions received from Participants shall be held in confidence by the
Trustee and shall not be divulged to the issuer of the Company Stock or
MicroAge, the Company or an Affiliate or to any officer or employee thereof, or
to any other person other than such agents of the Trustee as it may appoint to
perform its duties under this Section.



                                       50
<PAGE>

     (c) DIVISION OF COMPANY COMMON STOCK FUND OR MICROAGE COMMON STOCK FUND.
Promptly after the termination of the tender offer, the Fund shall be divided
into two separate accounts, to be called the Company Common Stock Fund or
MicroAge Common Stock Fund(A) and the Company Common Stock Fund or MicroAge
Common Stock Fund(B). The Company Common Stock Fund or MicroAge Common Stock
Fund(A) shall consist of Company Common Stock or MicroAge Stock and other assets
standing to the credit of the accounts of those Participants who did not direct
the Trustee to tender shares. The Company Common Stock Fund or MicroAge Common
Stock Fund(B) shall consist of the assets standing to the credit of those
Participants who directed the Trustee to tender shares, including the proceeds
from the sale of such shares, the right to receive such proceeds, and the
reinvestment of such proceeds. As soon as administratively practical following
the termination of the tender offer, Participants with interests in the Company
Common Stock Fund or MicroAge Common Stock Fund(B) shall reinvest, under
nondiscriminatory rules and procedures adopted by the Committee from time to
time, their entire interest in the Company Common Stock Fund or MicroAge Common
Stock Fund(B) in any one or more of the Funds.

9.3  PUT OPTION.

     (a) GENERAL RULE. MicroAge Stock distributed from a Participant's MicroAge
Stock Account pursuant to ARTICLE 11 shall be subject to a put option as
provided in this Section 9.3 if the MicroAge Stock is not publicly traded when
distributed, or if the MicroAge Stock is subject to a "trading limitation" when
distributed. For purposes of this Section 9.3, a "trading limitation" is a
restriction under any Federal or state securities law or any regulation
thereunder affecting the security that would make MicroAge Stock not as freely
tradeable as MicroAge Stock not subject to the restriction.



                                       51
<PAGE>

     (b) EXERCISE OF PUT OPTION. The put option granted pursuant to this Section
9.3 may be exercisable by the Participant, a donee of the Participant, a
Beneficiary receiving the MicroAge Stock or by any other person (including the
Participant's estate or its distributees) to whom the MicroAge Stock passes by
reason of the Participant's death. In the event that MicroAge Stock is subject
to the put option granted by this Section 9.3, the holder of the option may
"put" the securities to MicroAge by notifying MicroAge in writing that he is
exercising the put option granted by this Section 9.3.

     (c) PRICE. The price at which the option is exercisable shall be the fair
market value of the MicroAge Stock as of the last day of the Plan Year.

     (d) PUT TO COMPANY. The put option granted pursuant to this Section 9.3
shall extend to the Company and shall not extend to the Plan. However, the Plan
shall have the option to assume for the Company the rights and obligations of
the Company at the time that the put option is exercised, if it so desires. Any
other Affiliate may also assume the put option before the Company. If the Plan
assumes the put, the put against the Company and/or Affiliates shall be
extinguished.

     (e) PERIOD OF EXERCISE. The put option shall be exercisable initially for a
sixty (60) day period, beginning on the date the security subject to the put
option is distributed (the "first put option period"), and for an additional
sixty (60) day period in the next following Plan Year (the "second put option
period") if the put is not exercised during the first put option period. Upon
the close of the Plan Year during which the security is distributed, the
independent appraiser retained pursuant to Section 401(a)(28) of the Code shall
determine the value of the MicroAge Stock and the Plan Administrator shall then
notify each former Participant who did not exercise the put option during the
initial put option period of the new value. Unless regulations issued by the
United States Treasury Department provide otherwise, the second put option
period shall then begin on the date such notice is given and shall end sixty
(60) days thereafter. The period during which a put option pursuant to this
Section 9.3 shall be exercisable shall not include any time in which a
distributee is unable to exercise the put option because MicroAge or other party
bound by the put option is prohibited from honoring it by applicable state or
Federal law.

     (f) CHANGE IN TRADING OF SECURITIES. If a Participant receives MicroAge
Stock which is publicly traded without restriction when distributed from the
Trust Fund but which ceases to be so traded before the expiration of that former
Participant's second put option period, the put option provisions of this
Section 9.3 may be exercised by that former Participant during the balance (if
any) of the first and/or second put option periods. The Company will notify each
such former Participant of the applicability of this Section 9.3 in writing on
or before the tenth (10th) day after the day on which the MicroAge Stock
previously distributed ceases to be so publicly traded. The number of days
between such tenth (10th) day and the date on which notice is actually given, if
later than the tenth (10th) day, shall be added to the duration of the put
option, if (but only if) the notice is given, or required to be given, during a
put option period. Any such notice shall inform distributees of the terms of the
put option that they are to hold.



                                       52
<PAGE>

     (g) PAYMENT. Deferred payments under an exercised put option shall be
permissible if adequate security and a reasonable interest rate are provided. If
a put option is exercised with respect to MicroAge Stock received as a lump sum
distribution from the Plan, payments may be made in a lump sum or in equal
installments not less frequently than annually, beginning within thirty (30)
days after the date the put option is exercised, for a period of not more than
five (5) years. The determination of whether payment shall be made in
installments or in a lump sum shall be made by the party to whom the MicroAge
Stock may be put, in its sole discretion. If a put option is exercised with
respect to MicroAge Stock received as part of an installment distribution under
the Plan, full payment for the MicroAge Stock shall be made within thirty (30)
days after the put option is exercised. Payment of the put option described in
this Section 9.3 shall not be restricted by the provisions of a loan agreement
or any other arrangement, including the terms of the Company's or an Affiliates'
charters or articles of incorporation, unless so required by applicable state
law.

     (h) OBLIGATION TO ACQUIRE SECURITIES. Except as provided above, the Plan
may not otherwise obligate itself to acquire MicroAge Stock from a particular
MicroAge Stock holder at an indefinite time determined upon the happening of an
event such as the death of the holder.

9.4  RIGHT OF FIRST REFUSAL.

     (a) GENERAL RULE. If any Participant or his Beneficiary to whom shares of
MicroAge Stock are distributed from the Participant's MicroAge Stock Account
shall, at any time, desire to sell some or all of such shares to a third party,
the Participant or Beneficiary shall, prior to such sale, give written notice of
such desire to the Company and the Plan Administrator, which notice shall set
forth the number of shares offered for sale, the proposed terms of the sale and
the names and addresses of both the Participant or Beneficiary and the third
party. MicroAge Stock that was not acquired with the proceeds of an exempt loan
shall be subject to such rights of first refusal or other restrictions as may be
specified from time to time in the Company's Articles of Incorporation or
By-Laws, or in any applicable agreement. MicroAge Stock that was acquired with
the proceeds of an exempt loan shall be subject to the right of first refusal
described herein. The right of first refusal provided by this Section shall not
be applicable to any transfer of MicroAge Stock at a time when such securities
are listed on a National Securities Exchange registered under Section 6 of the
Securities Exchange Act of 1934, or quoted on a system sponsored by a national
securities association registered under Section 15A(b) of the Securities
Exchange Act of 1934.



                                       53
<PAGE>

     (b) TIME PERIODS. Both the Plan Administrator, acting on behalf of the
Plan, and the Company shall each have a right of first refusal for a period of
fourteen (14) days from the date of such written notice to acquire the shares of
MicroAge Stock subject to the sale. As between the Plan Administrator and the
Company, the Plan Administrator shall have priority to acquire the shares
pursuant to the right of first refusal.

     (c) PRICE AND TERMS. The selling price and other sale terms under the right
of first refusal shall be the same as offered by the Participant and Beneficiary
to the third party, unless the fair market value of the MicroAge Stock as of the
last day of the immediately preceding Plan Year, as determined by the
independent appraiser retained pursuant to Section 401(a)(28) of the Code, is
higher, in which case such higher price shall be paid.

     (d) SALE TO THIRD PARTY. If the Plan Administrator and the Company do not
exercise their respective rights of first refusal within the fourteen (14) day
period provided above, the Participant or his Beneficiary shall have the right,
at any time following the expiration of such fourteen (14) day period, to sell
the MicroAge Stock to the third party; provided, however, that (1) no sale shall
be made to the third party on terms more favorable to the third party than the
terms set forth in the written notice of sale delivered to the Plan
Administrator or the Company by the Participant or his Beneficiary, and (2) if
the sale is not made to the third party on the terms offered to the Employers
and the Plan Administrator, the MicroAge Stock subject to such sale shall again
be subject to the right of first refusal set forth above.

     (e) TRANSFER OF SHARES. Following the Company's or the Plan Administrator's
exercise of the right of first refusal, the sale shall take place at such place
agreed upon between the Plan Administrator or the Company and the Participant or
Beneficiary, no later than ten (10) days after the Employers or the Plan
Administrator shall have notified the Participant or Beneficiary of its exercise
of the right of first refusal. The Participant or Beneficiary shall deliver
certificates representing the MicroAge Stock subject to such sale duly endorsed
in blank for transfer, or with stock powers attached duly executed in blank with
all required transfer tax stamps attached or provided for, and the Company or
the Plan Administrator shall deliver the purchase price, or an appropriate
portion thereof, to the Participant or Beneficiary.

     (f) OTHER RESTRICTIONS PROHIBITED. Except as provided in this Section or as
otherwise required by applicable law, no MicroAge Stock acquired with the
proceeds of an exempt loan may be subject to put, call or option, or buy-sell or
similar arrangement, while held by and when distributed from this Plan, whether
or not the Plan is then an "employee stock ownership plan" as defined in Section
4975(e)(7) of the Code.



                                       54
<PAGE>

9.5  SECURITIES REGISTRATION.

     In the event that, in the opinion of counsel for the Employers or the Plan
Administrator, any acquisition, sale or distribution of Company Common Stock or
MicroAge Stock shall be made in circumstances requiring registration of the
securities or Participants' interests in the Trust Fund under the Securities Act
of 1933 or qualification of the securities under the "blue sky" laws of any
state or states, or requiring any other form of compliance with Federal or state
securities laws, then the issuer of the Company Stock or MicroAge may, in its
sole discretion and at its own expense, take or cause to be taken any and all
such action as may be necessary or appropriate to effect such registration,
qualification or other form of compliance, but shall not be required to take
such action.

9.6  SECURITIES RESTRICTIONS.

     The Plan Administrator may, in its sole discretion and subject to ARTICLE
9, condition delivery of Company Stock or MicroAge Stock distributable pursuant
to this Plan upon delivery by the Participant to the Plan Administrator of a
written statement, in such form as the Plan Administrator may reasonably
require, containing all or any of the following:

     (a) A certification that he is acquiring the Company Stock or MicroAge
Stock for his own account and not with a view to or for sale in connection with
any distribution of such shares;

     (b) An acknowledgment that the Company Stock or MicroAge Stock is being
acquired in a transaction not involving any public offering and without being
registered under the Securities Act of 1933 and that the shares may not be sold
except in a transaction that complies with the requirements of the Securities
Act of 1933 and the rules and regulations promulgated thereunder;

     (c) An acknowledgment that his right to transfer such Company Stock or
MicroAge Stock and the right of any person to acquire such Company Stock or
MicroAge Stock may be restricted by the provisions of this Plan, and that the
certificates evidencing the Company Stock or MicroAge Stock may contain a legend
setting forth or referring to the various restrictions to which transfer of such
Company Stock or MicroAge Stock are or may be subject;

     (d) An acknowledgment that the Company Stock or MicroAge Stock is being
acquired in a private transaction, that such shares have not been registered
under the Securities Act of 1933 and that the Employers, Trustee and Plan
Administrator have neither the obligation nor the intention to effect any such
registration and therefore such Company Stock or MicroAge Stock must be held by
the distributee indefinitely and without any market therefor unless the shares
are subsequently registered under the Securities Act of 1933 or an exemption
from the registration provisions of such Act is available; and



                                       55
<PAGE>

     (e) An acknowledgment, if appropriate, that he has been advised that Rule
144 under the Securities Act of 1933 (which Rule permits sales of securities in
limited amounts in accordance with the terms and conditions of such Rule) or any
successor thereto may not be applicable to resales of the Company Stock or
MicroAge Stock, and that no assurance has been given him as to whether or when
there may be any registration statement under such Act covering the Company
Stock or MicroAge Stock being distributed, or whether or when such Rule or any
other exemption from the requirements for registration under such Act might be
applicable.

                                   ARTICLE 10

                                     VESTING

10.1 FULL VESTING.

     (a) VESTING IN THE PRE-TAX CONTRIBUTIONS ACCOUNT, SPECIAL PURPOSE
CONTRIBUTIONS ACCOUNT, ROLLOVER CONTRIBUTIONS ACCOUNT AND MICROAGE STOCK
ACCOUNT. Each Participant shall at all times be fully vested in all amounts
credited to or allocable to his Pre-Tax Contributions Account, Special Purpose
Contributions Account, Rollover Contributions Account and MicroAge Stock Account
and his rights and interest therein shall not be forfeitable for any reason.

     (b) FULL VESTING IN THE MATCHING CONTRIBUTIONS ACCOUNT. Each Participant
shall be fully vested in the amounts credited to or allocable to his Matching
Contributions Account on and after the first to occur of the following events:

          (1) Attainment by the Participant of the age of sixty-five (65) years;

          (2) The date of separation from employment due to Disability, as
     determined by the Plan Administrator;

          (3) The date of death of the Participant;

          (4) Termination of the Plan;

          (5) Complete discontinuance of Employer contributions; or

          (6) The completion of five (5) Years of Service.

10.2 DETERMINATION OF VESTED INTEREST IN THE EVENT OF TERMINATION OF EMPLOYMENT.

     (a) VESTING SCHEDULE. If a Participant separates from employment with the
Employer at a time when the Participant is not fully vested in the amounts
credited to or allocable to his Matching Contributions Account, the
Participant's vested interest shall be determined in accordance with the
following schedule:



                                       56
<PAGE>

            YEARS OF                        VESTED PERCENTAGE OF
            SERVICE                    MATCHING CONTRIBUTIONS ACCOUNT

Less than one                                         0%
One but less than two                                20%
Two but less than three                              40%
Three but less than four                             60%
Four but less than five                              80%
Five or more                                        100%

     (b) TIME OF DETERMINATION. A Participant's vesting percentage shall be
determined as of the day of his termination of employment. The value of the
Participant's vested interest in his Matching Contributions Account shall be
determined on the basis of the balance in his Matching Contributions Account as
of the earlier of (1) the Valuation Date immediately preceding the first
distribution to the Participant from his Matching Contributions Account
following his termination of employment or (2) the Valuation Date coinciding
with or next following the date on which the Participant incurs his fifth (5th)
consecutive one-year Break in Service. Any amounts credited to the Participant's
Matching Contributions Account in which the Participant is not fully vested
shall be forfeited as the later of such Valuation Date or the Participant's
Termination Date. The amount forfeited shall then be available for allocation to
the accounts of the remaining Participants as of the year-end Valuation Date
coinciding with or next following the date of the forfeiture, to the extent such
forfeiture is not used to restore forfeitures previously charged to a reemployed
former Participant pursuant to Section 10.3.

     (c) NON-VESTED PARTICIPANTS. If the Participant's vested interest in his
Matching Contributions Account is equal to zero, the Participant shall be deemed
to have received a distribution of all of his Matching Contributions Account as
of the date of his termination of employment.

     (d) VESTING OF QUALIFIED NONELECTIVE CONTRIBUTIONS. Each Participant shall
at all times be fully vested in all qualified nonelective contributions made
pursuant to Section 4.3(e).

10.3 RESTORATION OF FORFEITURES.

     (a) ELIGIBILITY. Subject to the provisions of this Section, any forfeitures
charged to the Matching Contributions Account of a former Participant will be
restored if the former Participant returns to employment with the Employer or
any Affiliate prior to incurring five (5) consecutive Breaks in Service. Prior
forfeitures will be restored only if the former Participant repays the full
amount previously distributed to him from his Matching Contributions Account in
a timely manner as provided below. If a former Participant who was deemed to
have received a distribution pursuant to Section 10.2(c) resumes employment with
the Employer prior to incurring five (5) consecutive one-year Breaks in Service,
any forfeitures charged to the former Participant's Matching Contributions
Account upon his prior termination of employment shall be restored to such
account immediately.



                                       57
<PAGE>

     (b) RETURN OF DISTRIBUTIONS. A former Participant may repay the full amount
previously distributed to him from his Matching Contributions Accounts prior to
the earlier of (1) the fifth anniversary of the former Participant's
reemployment by the Employer or (2) the last day of the Plan Year in which the
former Participant incurs his fifth consecutive Break in Service. Any
forfeitures restored by the Employer pursuant to this Section will be allocated
to the account or accounts to which the forfeiture was charged. A Participant
may not repay amounts attributable to his Pre-Tax Contributions. The Participant
must repay the amount distributed from his Matching Contributions Account in
order to qualify for the restoration of any prior forfeitures. A Participant may
not repay a prior distribution pursuant to this paragraph if the Participant had
a fully vested interest in his Matching Contributions Account when the prior
distribution was made.

     (c) RESTORATION CONTRIBUTIONS. Any forfeitures available for allocation as
of the last day of the Plan Year in which an individual does everything
necessary in order to have a prior forfeiture restored will be applied first to
restore the prior forfeiture. If the available forfeitures are not sufficient to
restore the prior forfeiture, the Employer will make a special contribution
equal to the balance of the amount forfeited. Such contributions or forfeitures
will be allocated to the account from which the distribution was made.

10.4 AMENDMENTS TO VESTING SCHEDULE.

     No amendments to or other changes in a vesting schedule set forth in
Section 10.2 shall deprive an Employee who is a Participant on the later of (a)
the date the amendment is adopted or (b) the date the amendment is effective of
any nonforfeitable benefit to which he is entitled under the Plan (determined as
of such date) without regard to such amendment. If a vesting schedule designated
in Section 10.2 is amended, each Participant who has completed and whose
benefits would be determined under such schedule shall have the right to elect,
during the period computed pursuant to this Section, to have his nonforfeitable
benefit determined without regard to such amendment; provided, however, that no
election shall be provided to any Participant whose nonforfeitable vested
benefit under the Plan, as amended, would be less than the benefit computed
without regard to such amendment. The election period shall commence on the date
the amendment is adopted and end on the latest of (a) sixty (60) days after
adoption of the amendment, (b) sixty (60) days after the effective date of the
amendment, or (c) sixty (60) days after the Participant is notified of the
amendment in writing by the Employer or Plan Administrator. Such election, if
exercised, shall be irrevocable and shall be available only to an Employee who
is a Participant and who has completed at least three (3) Years of Service) when
the election is made. Any change in the applicability of the top heavy vesting
schedule set forth in Section 10.2 as a result of the Plan ceasing to be a Top
Heavy Plan under Section 2.2 shall be treated as an amendment to such vesting
schedule for purposes of this Section.



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<PAGE>

                                   ARTICLE 11

                          DISTRIBUTIONS AND WITHDRAWALS

11.1 HARDSHIP WITHDRAWALS.

     (a) GENERAL. In the event of a "hardship" as determined pursuant to Section
11.1(d), a Participant may withdraw up to one hundred percent (100%) of his
Pre-Tax Contributions.


     (b) HARDSHIP WITHDRAWAL COMMITTEE. All requests for a hardship withdrawal
shall be made to the "Hardship Withdrawal Committee." The "Hardship Withdrawal
Committee" shall be appointed by the Plan Administrator.

     (c) PROCEDURES. Withdrawals pursuant to this Section 10.1 shall be made in
accordance with the rules and procedures promulgated by the Hardship Withdrawal
Committee.

     (d) HARDSHIP DEFINED. A withdrawal may be made pursuant to this Section due
to a "hardship" only if the Participant satisfies the Hardship Withdrawal
Committee that the Participant has an immediate and heavy financial need and
that the withdrawal is necessary in order to satisfy that need.

                  (e) IMMEDIATE AND HEAVY FINANCIAL NEED. The Hardship
Withdrawal Committee shall determine whether the Participant has an immediate
and heavy financial need based on all of the relevant facts and circumstances.
Generally, for example, the need to pay funeral expenses of a spouse or lineal
ascendant or descendant of the Participant would constitute an "immediate and
heavy financial need", but the need for funds for a totally discretionary
expenditure (such as the purchase of a boat) would not. The following expenses
or circumstances will be deemed to give rise to an immediate and heavy financial
need for purpose of this Section regardless of whether the general standards set
out above are satisfied:

          (1) Medical expenses described in Section 213(d) of the Code
     previously incurred by the Participant, the Participant's spouse, or any of
     the Participant's dependents (as defined in Section 152 of the Code) or
     necessary for such persons to obtain medical care described in Section
     213(d);

          (2) Costs directly related to the purchase (excluding mortgage
     payments) of a principal residence for the Participant; or

          (3) Payment of tuition, room and board and related education expenses
     for the next twelve (12) months of post-secondary education for the
     Participant or the Participant's spouse, children or dependents (as defined
     in Section 152 of the Code); or



                                       59
<PAGE>

          (4) Payments necessary to prevent the eviction of the Participant from
     his principal residence or foreclosure on the mortgage on the Participant's
     principal residence; or

          (5) Any other circumstance or expense designated by the Commissioner
     of Internal Revenue as a deemed immediate and heavy financial need in any
     published revenue ruling, notice or other document of general
     applicability.

     (f) NECESSITY. The withdrawal request will be considered to be necessary to
satisfy an immediate and heavy financial need of a Participant only if the need
may not be satisfied from other resources that are reasonably available to the
Participant, and the withdrawal does not exceed the amount needed to satisfy the
need. The Hardship Withdrawal Committee shall consider all relevant facts and
circumstances in determining whether a hardship withdrawal is necessary in order
to satisfy an immediate and heavy financial need. Generally, a withdrawal shall
be considered necessary if the Participant represents to the Hardship Withdrawal
Committee that the need cannot be relieved through reimbursement or compensation
by insurance or otherwise, by the reasonable liquidation of the Participant's
assets (to the extent that such liquidation would not itself cause an immediate
and heavy financial need), by cessation of elective pre-tax contributions or
after-tax contributions under this or any other plan sponsored by the Employer,
or by other distributions or nontaxable loans under this or any other plan
sponsored by the Employer. A distribution will be deemed to be necessary to
satisfy an immediate and heavy financial need of a Participant if all of the
following requirements are satisfied, regardless of whether the general
standards set forth above are met:

          (1) The withdrawal is not in excess of the amount of the immediate and
     heavy financial need of the Participant (this amount may include any
     amounts necessary to pay any federal, state or local income taxes or
     penalties reasonably anticipated to result from the withdrawal);

          (2) The Participant has obtained all distributions, other than
     hardship withdrawals, and all nontaxable loans currently available under
     all plans maintained by the Employer;

          (3) All plans sponsored by the Employer provide that the Participant's
     contributions (whether made on a pre-tax or after-tax basis) will be
     suspended for at least twelve (12) months after receipt of the
     distribution; and

          (4) All plans sponsored by the Employer provide that the Participant
     may not make pre-tax contributions for the calendar year immediately
     following the calendar year in which the hardship distribution is made in
     excess of the applicable limit in effect for such year under Section 402(g)
     of the Code less the amount of the Participant's pre-tax contributions for
     the calendar year in which the hardship distribution is made.



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<PAGE>

     For purposes of subparagraphs (3) and (4), the phrase "all plans" includes
all qualified and nonqualified plans of deferred compensation maintained by any
Employer, including stock option, stock purchase or similar plans or a cash or
deferred arrangement that is part of a cafeteria plan within the meaning of
Section 125 of the Code.

     (g) PAYMENT. If the Hardship Withdrawal Committee determines that a
Participant's request for a hardship withdrawal meets the requirements set forth
in this Section, then the Hardship Withdrawal Committee shall direct the Trustee
to pay such amounts to the Participant. The Hardship Withdrawal Committee may
rely upon any representations made by the Participant concerning the
Participant's intended use of funds distributed to the Participant pursuant to
this Section and the urgency of any intended expenses or any other matters
relevant to the Hardship Withdrawal Plan Administrator's determinations of the
Participant's request.

     (h) LIMITATIONS ON WITHDRAWALS. The Hardship Withdrawal Committee may
direct that a Participant shall not be entitled to withdraw funds from his
accounts which will reduce the account balance below an amount equal to the
unpaid principal and interest on any loan granted to him in accordance with the
Plan as then in effect. All withdrawals under this Section shall be paid in
cash, or, with the consent of the Participants in the form of other property.
Not more than one (1) withdrawal pursuant to this Section shall be permitted in
any Plan Year without the consent of the Hardship Withdrawal Committee.

11.2 WITHDRAWALS AFTER ATTAINMENT OF AGE 59 1/2.

     Subject to the provisions of this ARTICLE 11, a Participant who has
attained the age of fifty-nine and one-half (59 1/2) may withdraw all or part of
the amount credited to his accounts in accordance with uniform rules and
procedures promulgated by the Plan Administrator.

11.3 NORMAL AND LATE RETIREMENT.

     A Participant shall be entitled to full distribution of his accounts, as
provided in Sections 11.7 and 11.8, upon actual retirement as of or after his
Normal Retirement Date. A Participant may remain in the employment of the
Employer after his Normal Retirement Date, if he desires, and shall retire at
such later time as he may desire, unless the Employer lawfully directs earlier
retirement.

11.4 DISABILITY RETIREMENT.

     A Participant who shall separate from employment due to Disability shall be
entitled to full distribution of his accounts, as provided in Sections 11.7 and
11.8. Subject to the provisions of Section 11.6, the payments may commence as of
his date of separation from employment due to Disability.

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, if the Participant is unmarried or his spouse has consented in
writing to designation of another 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.



                                       61
<PAGE>

     (b) SPOUSE AS BENEFICIARY. Notwithstanding any Beneficiary designation made
by the Participant to the contrary, except as otherwise noted below, a married
Participant's spouse shall be deemed to be his Beneficiary for purposes of this
Plan unless the Participant's spouse consents to the designation of a different
Beneficiary. Once given, the spouse's consent will be irrevocable. The consent
of the Participant's spouse to his election shall be in writing, acknowledge the
effect of such an election, be witnessed by a notary pubic or a designated
representative of the Plan Administrator and be provided to the Plan
Administrator. The spouse may not consent to the designation of another
Beneficiary generally, but rather must consent to the designation of a
particular Beneficiary. If the Participant elects to change the Beneficiary, the
spouse's prior consent will be null and void and a new consent will be required,
unless the spouse's consent expressly permits a change of designation without
the further consent of the spouse. No spousal consent will be required if the
Plan Administrator determines, in its sole discretion, that such consent cannot
be obtained because the spouse cannot be located or other circumstances exist
that preclude the Participant from obtaining such consent (to the degree
permitted under applicable regulations issued by the United States Treasury
Department). Any spousal consent given pursuant to this Section or dispensed
with pursuant to the preceding sentence will be valid only with respect to the
spouse who signs the consent or with respect to whom the consent requirement is
waived by the Plan Administrator.

     (c) 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.

11.6 OTHER SEPARATIONS FROM EMPLOYMENT.

     A Participant who separates from service with the Employers for any reason
other than retirement, death or Disability shall be entitled to distribution of
his vested interest in his accounts at the time and in the manner provided in
Sections 11.7 and 11.8. For purposes of determining whether a Participant has
separated from service and thus is entitled to a distribution of his accounts,
the principles established in the regulations, rulings or other pronouncements
of the Internal Revenue Service shall be followed by the Plan Administrator.



                                       62
<PAGE>

11.7 TIME OF DISTRIBUTION OF BENEFITS.

     (a) GENERAL. Except as provided in Section 11.7(f) regarding distributions
of MicroAge Stock and Section 11.8(c) regarding distributions of small amounts,
payments shall be made at the times specified in this Section.

     (b) RETIREMENT, DEATH AND DISABILITY. Payment to a Participant or his
Beneficiary who is entitled to benefits under Sections 11.3, 11.4 or 11.5 shall
be made not later than sixty (60) days following the close of the Plan Year
during which the Participant terminated from employment on account of his
retirement, death or Disability, unless the Participant elects otherwise.

     (c) TERMINATION. As a general rule, payment to a Participant shall begin as
soon as administratively feasible following the Participant's separation from
employment.

     (d) DEATH AFTER COMMENCEMENT OF PAYMENTS. In the event of the death of a
Participant after his Benefit Commencement Date but prior to the complete
distribution to such Participant of the benefits payable to him under the Plan,
any remaining benefits shall be distributed over a period that does not exceed
the period over which distribution was to be made prior to the date of death of
the Participant. Payments to the Beneficiaries entitled to payments pursuant to
Section 11.5 shall commence as soon as administratively feasible following the
death of the Participant.

     (e) DEATH PRIOR TO COMMENCEMENT OF BENEFITS. In the event of the death of
the Participant prior to his Benefit Commencement Date, payments to the
Participant's Beneficiary shall commence as soon as possible following the
Participant's death and must be paid in full by December 31 of the calendar year
which includes the fifth (5th) anniversary of the date of the Participant's
death.

     (f) SPECIAL RULES REGARDING DISTRIBUTION OF MICROAGE STOCK. Notwithstanding
anything to the contrary in this Section, distribution to a Participant of
MicroAge Stock allocated to his MicroAge Stock Account shall commence no later
than one (1) year after the end of the Plan Year (1) in which the Participant
terminated employment on account of retirement on or after his Normal Retirement
Date, Disability or death, or (2) which is the fifth Plan Year following the
Plan Year in which the Participant separated from employment for reasons other
than retirement on or after his Normal Retirement Date, Disability or death;
provided that no distributions shall be required if the Participant returns to
employment with an Employer prior to the date on which distribution would
otherwise commence. Distribution of the Participant's MicroAge Stock Account
shall be made in the form of stock certificates and shall be made over a period
not longer than five (5) years unless the value of the MicroAge stock allocated
to the Participant's MicroAge Stock Account exceeds Five Hundred Thousand
Dollars ($500,000.00), in which case distribution shall be made over a period
not longer than five (5) years plus one (1) year for each additional Ten
Thousand Dollars ($10,000.00) or fraction thereof by which the MicroAge Stock
Account balance exceeds Five Hundred Thousand Dollars ($500,000.00).



                                       63
<PAGE>

     (g) CONSENT TO EARLY DISTRIBUTIONS. Except as otherwise provided in Section
11.8(c) concerning the payment of small amounts, no benefit payments may
commence pursuant to the preceding provisions of this Section to a Participant
(as opposed to a surviving spouse or other Beneficiary) prior to the
Participant's Normal Retirement Date unless the Participant requests the earlier
commencement of payments. The Participant's request must be in accordance with
the rules and procedures promulgated by the Plan Administrator.

11.8 METHOD OF DISTRIBUTION.


     (a) STANDARD METHOD OF DISTRIBUTION. Except as otherwise provided in this
ARTICLE 11, distributions made from a Participant's accounts will be paid in a
single lump sum cash payment. As provided in Section 11.7(f), the MicroAge Stock
allocated to a Participant's MicroAge Stock Account will be distributed
"in-kind".

     (b) MINIMUM DISTRIBUTION AND INCIDENTAL BENEFIT REQUIREMENTS. The
distribution of a Participant's interest must commence not later than sixty (60)
days following the end of the Plan Year in which the latest of the following
occurs: (1) the Participant reaches his Normal Retirement Age; (2) the
Participant terminates his employment with the Employer; or (3) the tenth (10th)
anniversary of the year in which the Participant commenced participation in the
Plan (his "required beginning date"). Unless the Participant's entire interest
is distributed to him by the required beginning date, the distributions must be
made over a period certain not extending beyond the life expectancy of the
Participant, or over a period certain not extending beyond the joint life and
last survivor life expectancy of the Participant and the Participant's
designated Beneficiary. In addition, all benefit payment options shall be
structured so as to comply with the incidental benefit requirements of Section
401(a)(9)(G) of the Code and any regulations issued pursuant thereto, which
require, generally, that certain minimum amounts be distributed to a Participant
during each calendar year, commencing with the calendar year in which the
Participant's required beginning date falls, in order to assure that only
"incidental" benefits are provided to a Participant's Beneficiaries. All
distributions made pursuant to the Plan shall comply with any regulations issued
by the United States Treasury Department under Section 401(a)(9) of the Code,
including any regulations issued pursuant to Section 401(a)(9)(G), and such
regulations shall override and supersede any conflicting provisions of this
Section or any other Section of this Plan. The provision of this paragraph shall
control over any conflicting provisions of this Plan.

     (c) DISTRIBUTION OF SMALL AMOUNTS. Notwithstanding any provision of this
Plan to the contrary, the Plan Administrator, in its sole discretion, may direct
payment of benefits in a single lump sum if the total amount distributable to
the Participant from all of his accounts at the time of any distribution under
this ARTICLE 11 does not exceed Five Thousand Dollars ($5,000.00). For purposes
of this rule, if the total amount distributable to the Participant from all his
accounts at the time of any distribution exceeds Five Thousand Dollars
($5,000.00), then the amount in the Participant's account at all times
thereafter will be deemed to exceed Five Thousand Dollars ($5,000.00). No
distribution may be made pursuant to the preceding sentence after the Benefit
Commencement Date unless the Participant consents in writing to the
distribution. All distributions pursuant to this paragraph must be made not
later than the close of the second Plan Year following the Plan Year in which
the Participant's employment is terminated.



                                       64
<PAGE>

     (d) AMOUNT OF DISTRIBUTION. For the purpose of determining the amount to be
distributed to Participants and Beneficiaries, the Participant's accounts shall
be valued as of the Valuation Date selected by the Plan Administrator in
accordance with uniform rules and procedures regarding valuation of amounts to
be distributed from the Plan.

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. As provided in Section 11.5, if the Participant is
married when the Beneficiary designation is filed, the designation will be
ineffective unless the Participant's spouse consents to the election. Subject to
the spousal consent requirements, 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 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.

11.10 PAYMENTS TO DISABLED.

     If a person entitled to any payment hereunder shall be under a legal
disability, or in the sole judgment of the Plan Administrator shall otherwise be
unable to apply such payment to his own interest and advantage, the Plan
Administrator in the exercise of its discretion may direct the Trustee to make
any such payment in any one (1) or more of the following ways: (a) directly to
such person, (b) to his legal guardian or conservator, or (c) to his spouse or
to any person charged with the legal duty of his support, to be expended for his
benefit. The decision of the Plan Administrator shall in each case be final and
binding upon all persons in interest.



                                       65
<PAGE>

11.11 UNCLAIMED ACCOUNTS; NOTICE.

     Neither the Employer nor the Plan Administrator nor the Trustee shall be
obliged to search for or ascertain the whereabouts of any Participant or
Beneficiary. It shall be the responsibility of each Participant to advise the
Plan Administrator of the current mailing address of such Participant and his
Beneficiary, and any notice or payment addressed to such last known address of
record shall be deemed to have been received by the Participant. Should the Plan
Administrator not be able locate a Participant who is entitled to be paid a
benefit under the Plan after making reasonable efforts to contact said
Participant, and a period of five (5) years has elapsed from the Participant's
termination of employment, a forfeiture of the Participant's vested benefit
shall occur and be redistributed in accordance with Sections 6.3.
Notwithstanding said forfeiture, in the event the Participant should thereafter
make a claim for his benefits, as determined prior to the date of forfeiture,
the Plan Administrator shall restore his account balance unadjusted for any
gains or losses. Such amounts shall be restored in a manner consistent with the
restoration of forfeitures as set forth in Section 10.3. Should there be
insufficient forfeitures when restoration is due, the Employer shall be
obligated to restore said account by means of a special contribution to the
Plan.

11.12 WITHHOLDING.

     Payment of benefits under this Plan shall be subject to applicable law
governing the withholding of taxes from benefit payments, and the Employer, the
Trustee and the Plan Administrator shall be authorized to withhold taxes from
the payment of any benefits hereunder, in accordance with applicable law.

11.13 UNDERPAYMENT OR OVERPAYMENT OF BENEFITS.

     In the event that, through misstatement or computation error, benefits are
underpaid or overpaid, there shall be no liability for any more than the correct
benefit sums under the Plan. Overpayments may be deducted from future payments
under the Plan, and underpayments may be added to future payments under the
Plan. In lieu of receiving reduced benefits under the Plan, a Participant or
beneficiary may elect to make a lump sum repayment of any overpayment.

11.14 ELIGIBLE ROLLOVER DISTRIBUTIONS.

     (a) GENERAL. With respect to any "eligible rollover distribution", a
"distributee" may elect to have such distribution paid directly to an "eligible
retirement plan" and may specify the eligible retirement plan to which such
distribution is to be paid (in such form and at such time as determined by the
Plan Administrator). If such election is made, the eligible rollover
distribution shall be made in the form of a direct trustee-to-trustee transfer
to the eligible retirement plan so specified. Any distribution not qualifying as
an eligible rollover distribution under Section 11.14(b) may not be rolled over
in the manner specified in this Section.



                                       66
<PAGE>

     (b) DEFINITIONS.

          (1) The term "eligible rollover distribution" shall mean a
     distribution that would be includable in the distributee's gross income if
     not transferred pursuant to this Section (as determined without regard to
     Code Sections 402(c) and 403(a)(4)) and that is a distribution of all or
     any portion of the balance to the credit of the distributee in the Plan
     except that such term shall not include:

               (A) any distribution which is one of a series of substantially
          equal periodic payments made (not less frequently than annually);

                    i) for the life (or life expectancy) of the distributee or
               the joint lives (or life expectancies) of the distributee and the
               distributee's Beneficiary; or

                    ii) for a specified period of ten (10) years or more; and

                    iii) any distribution to the extent such distribution is
               required under Code Section 401(a)(9).

          (2) The term "eligible retirement plan" shall mean:

               (A) an individual retirement account described in Code Section
          408(a);

               (B) an individual retirement annuity described in Code Section
          408(b) (other than an endowment contract);

               (C) an employee's trust described in Code Section 401(a) which is
          exempt from tax under Code Section 501(a) provided that such
          employee's trust is a defined contribution plan, the terms of which
          permit the acceptance of rollover distributions; or

               (D) an annuity plan described in Code Section 403(b).

     Notwithstanding the above, if the distributee is a surviving spouse, an
eligible retirement plan shall include only an individual retirement account or
an individual retirement annuity.

          (3) The term "distributee" shall include an Employee and a former
     Employee. In addition, the Employee's or former Employee's surviving spouse
     and the Employee's or former Employee's spouse or former spouse who is the
     alternate payee under a Qualified Domestic Relations Order are distributees
     with regard to the interest of a spouse or former spouse.



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<PAGE>

                                   ARTICLE 12

                                 ADMINISTRATION

12.1 PLAN ADMINISTRATOR.

     The committee appointed in accordance with Section 12.5 shall be the Plan
Administrator. The committee as a whole may be relieved of its responsibilities
by the Company with thirty (30) days advance written notice. The Company shall
then appoint a successor, and the appointment will become effective when the
successor accepts the appointment in writing. If the Company is the successor,
the appointment will become effective without written acceptance.

12.2 ALLOCATION OF FIDUCIARY RESPONSIBILITY.

     The Plan Administrator is the named fiduciary with respect to the
administration of the Plan. It shall not be responsible for any fiduciary
functions or other duties assigned to the Trustee or the Employer pursuant to
this Plan or the Trust Agreement. All actions to be taken by the Plan
Administrator or the Trustee in the exercise of its discretion shall be binding
and conclusive on all persons.

12.3 POWERS OF THE PLAN ADMINISTRATOR.

     (a) GENERAL POWERS. The Plan Administrator shall have the power and
discretion to perform the administrative duties described in this Plan or
required for proper administration of the Plan and shall have all powers
necessary to enable it to properly carry out such duties. Without limiting the
generality of the foregoing, the Plan Administrator shall have the power and
discretion to construe and interpret this Plan, to hear and resolve claims
relating to this Plan, and to decide all questions and disputes arising under
this Plan. The Plan Administrator shall determine, in its discretion, the
eligibility of employees to participate in the Plan, to determine the service
credited to the Employees, the status and rights of a Participant, and the
identity of the Beneficiary or Beneficiaries entitled to receive any benefits
payable hereunder on account of the death of a Participant.

     (b) BENEFIT PAYMENTS. Except as is otherwise provided hereunder, the Plan
Administrator shall determine the manner and time of payment of benefits under
this Plan. All benefit disbursements by the Trustee shall be made upon the
instructions of the Plan Administrator.

     (c) DECISIONS FINAL. The decision of the Plan Administrator upon all
matters within the scope of its authority shall be binding and conclusive upon
all persons.

     (d) REPORTING AND DISCLOSURE. The Plan Administrator shall file all reports
and forms lawfully required to be filed by the Plan Administrator with any
governmental agency or department, federal or state, and shall distribute any
forms, reports, statements or plan descriptions lawfully required to be
distributed to Participants and others by any governmental agency or department,
federal or state.



                                       68
<PAGE>

     (e) INVESTMENT. The Plan Administrator shall keep itself advised with
respect to the investment of the Trust Fund and shall report to the Employer
regarding the investment and reinvestment of the Trust Fund not less frequently
than annually. The Plan Administrator shall have power to direct specific
investments of the Trust Fund only where such power is expressly conferred by
this Plan and only to the extent described in this Plan. All other investment
duties shall be the responsibility of the Trustee.

12.4 CLAIMS.

     (a) FILING OF CLAIM. A Participant or Beneficiary entitled to benefits need
not file a written claim to receive benefits. If an Employee, Participant,
Beneficiary or any other person is dissatisfied with the determination of his
benefits, eligibility, participation or any other right or interest under this
Plan, such person may file a written statement setting forth the basis of the
claim with the Plan Administrator in a manner prescribed by the Plan
Administrator. In connection with the determination of a claim, or in connection
with review of a denied claim, the claimant may examine this Plan and any other
pertinent documents generally available to Participants relating to the claim
and may submit comments in writing.

     (b) NOTICE OF DECISION. A written notice of the disposition of any such
claim shall be furnished to the claimant within sixty (60) days after the claim
is filed with the Plan Administrator, provided that the Plan Administrator may
have an additional period to decide the claim if it advises the claimant in
writing of the need for an extension and the date on which it expects to decide
the claim. The notice of disposition of a claim shall refer, if appropriate, to
pertinent provisions of this Plan, shall set forth in writing the reasons for
denial of the claim if the claim is denied (including references to any
pertinent provisions of this Plan), and where appropriate shall explain how the
claimant can perfect the claim.

     (c) REVIEW. If the claim is denied, in whole or in part, the claimant shall
also be notified in writing that a review procedure is available. Thereafter,
within ninety (90) days after receiving the written notice of the Plan
Administrator's disposition of the claim, the claimant may request in writing,
and shall be entitled to, a review meeting with the Plan Administrator to
present reasons why the claim should be allowed. The claimant shall be entitled
to be represented by counsel at the review meeting. The claimant also may submit
a written statement of his claim and the reasons for granting the claim. Such
statement may be submitted in addition to, or in lieu of, the review meeting
with the Plan Administrator. The Plan Administrator shall have the right to
request of and receive from a claimant such additional information, documents or
other evidence as the Plan Administrator may reasonably require. If the claimant
does not request a review meeting within ninety (90) days after receiving
written notice of the Plan Administrator's disposition of the claim, the
claimant shall be deemed to have accepted the Plan Administrator's written
disposition, unless the claimant shall have been physically or mentally
incapacitated so as to be unable to request review within the ninety (90) day
period.



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     (d) DECISION FOLLOWING REVIEW. A decision on review shall be rendered in
writing by the Plan Administrator ordinarily not later than sixty (60) days
after review, and a written copy of such decision shall be delivered to the
claimant. If special circumstances require an extension of the ordinary period,
the Plan Administrator shall so notify the claimant. In any event, if a claim is
not determined within one hundred twenty (120) days after submission for review,
it shall be deemed to be denied.

     (e) DECISIONS FINAL; PROCEDURES MANDATORY. To the extent permitted by law,
a decision on review by the Plan Administrator shall be binding and conclusive
upon all persons whomsoever. To the extent permitted by law, completion of the
claims procedures described in this Section shall be a mandatory precondition
that must be complied with prior to commencement of a legal or equitable action
in connection with the Plan by a person claiming rights under the Plan or by
another person claiming rights through such a person. The Plan Administrator
may, in its sole discretion, waive these procedures as a mandatory precondition
to such an action.

12.5 CREATION OF COMMITTEE.

     The Company shall appoint a committee to serve as Plan Administrator by the
adoption of appropriate Board resolutions. The committee shall consist of at
least two (2) members, and they shall hold office during the pleasure of the
Company. The committee members shall serve without compensation but shall be
reimbursed for all expenses by the Company. The committee shall conduct itself
in accordance with the provisions of this ARTICLE 12. The members of the
committee may resign with thirty (30) days notice in writing to the Company and
may be removed immediately at any time by written notice from the Company.

12.6 CHAIRMAN AND SECRETARY.

     The committee shall elect a chairman from among its members and shall
select a secretary who is not required to be a member of the committee and who
may be authorized to execute any document or documents on behalf of the
committee. The secretary of the committee or his designee shall record all acts
and determinations of the committee and shall preserve and retain custody of all
such records, together with such other documents as may be necessary for the
administration of this Plan or as may be required by law.

12.7 APPOINTMENT OF AGENTS.

     The committee may appoint such other agents, who need not be members of the
committee, as it may deem necessary for the effective performance of its duties,
whether ministerial or discretionary, as the committee may deem expedient or
appropriate. The compensation of any agents who are not Employees of the
Employer shall be fixed by the committee within any limitations set by the
Company.



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12.8 DELEGATION OF AUTHORITY.

     The committee may delegate to any one or more of its members the authority
to act on its behalf between its scheduled meetings. The committee also may, in
its discretion, delegate any of its ministerial (as opposed to discretionary)
duties to the Benefits Department of the Company.

12.9 MAJORITY VOTE AND EXECUTION OF INSTRUMENTS.

     In all matters, questions and decisions, the action of the committee shall
be determined by a majority vote of its members. They may meet informally or
take any ordinary action without the necessity of meeting as a group. All
instruments executed by the committee shall be executed by a majority of its
members or by any member of the committee designated to act on its behalf.

12.10 ALLOCATION OF RESPONSIBILITIES AMONG COMMITTEE MEMBERS.

     The committee may allocate responsibilities among its members or designate
other persons to act on its behalf. Any allocation or designation, however, must
be set forth in writing and must be retained in the permanent records of the
committee.

12.11 CONFLICT OF INTEREST.

     No member of the committee who is a Participant shall take any part in any
action in connection with his participation as an individual. Such action shall
be voted or decided by the remaining members of the committee.

12.12 OTHER FIDUCIARY CAPACITIES.

     The members of the committee may also serve in any other fiduciary
capacity, and, specifically, all or some members of the committee may serve as
Trustee. Notwithstanding any other provision of this Plan, if and so long as any
two (2) members of the committee also serve as Trustee, any provision of this
Plan or the Trust Agreement which requires a direction, certification,
notification, or other communication from the Plan Administrator to the Trustee
shall be inapplicable. If and so long as any two (2) members of the committee
also serve as Trustee, any action taken by either the committee or the Trustee
shall be deemed to be taken by the appropriate party.



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                                   ARTICLE 13

                SCOPE OF RESPONSIBILITY; DISCRETIONARY AUTHORITY

13.1 SCOPE OF RESPONSIBILITY.

     (a) GENERAL. The Employer, the Plan Administrator, the investment manager
and the Trustee shall perform the duties respectively assigned to them under
this Plan and the Trust Agreement and shall not be responsible for performing
duties assigned to others under the terms and provisions of this Plan or the
Trust Agreement. No inference of approval or disapproval is to be made from the
inaction of any party described above or the employee or agent of any of them
with regard to the action of any other such party. Persons, organizations or
corporations acting in a position of any fiduciary responsibility with respect
to the Plan or the Trust Fund may serve in more than one fiduciary capacity.

     (b) ADVISORS. The Employer, the Plan Administrator and the Trustee shall
have authority to employ advisors, legal counsel, accountants and investment
managers in connection with the administration of the Trust Fund, as set forth
in the Trust Agreement. To the extent permitted by applicable law, the Employer,
the Plan Administrator and the Trustee shall not be liable for complying with
the directions of any advisors, legal counsel, accountants or investment
managers appointed pursuant to this Plan or the Trust Agreement.

     (c) INDEMNIFICATION. To the extent permitted by law, the Employer shall and
does hereby jointly and severally indemnify and agree to hold harmless its
employees, officers and directors who serve in fiduciary capacities with respect
to the Plan and the Trust Agreement from all loss, damage, or liability, joint
or several, including payment of expenses in connection with defense against any
such claim, for their acts, omissions and conduct, and for the acts, omissions
and conduct of their duly appointed agents, which acts, omissions, or conduct
constitute or are alleged to constitute a breach of such individual's fiduciary
or other responsibilities under the Act or any other law, except for those acts,
omissions, or conduct resulting from his own willful misconduct, willful failure
to act, or gross negligence; provided, however, that if any party would
otherwise be entitled to indemnification hereunder in respect of any liability
and such party shall be insured against loss as a result of such liability by
any insurance contract or contracts, such party shall be entitled to
indemnification hereunder only to the extent by which the amount of such
liability shall exceed the amount thereof payable under such insurance contract
or contracts.

     (d) INSURANCE. The Company may obtain insurance covering itself and others
for breaches of fiduciary obligations under this Plan or the Trust Agreement to
the extent permitted by law, and nothing in the Plan or the Trust Agreement
shall restrict the right of any person to obtain such insurance for himself in
connection with the performance of his duties under this Plan or the Trust
Agreement. No bond shall be required of the Trustee unless required by law
notwithstanding this provision. The Trustee, the Plan Administrator and the
Employer do not in any way guarantee the Trust Fund from loss or depreciation.
The Employer does not guarantee the payment of any money which may be or become
due to any person from the Trust Fund, and the liability of the Plan
Administrator and the Trustee to make any payment hereunder at any and all times
will be limited to the then available assets of the Trust Fund.



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<PAGE>

13.2 BONDING.

     The Company shall procure bonds for every "bondable fiduciary" in an amount
not less than ten percent (10%) of the amount of funds handled and in no event
less than One Thousand Dollars ($1,000.00), except the Company shall not be
required to procure such bonds if the person is exempted from the bonding
requirement by law or regulation or if the Secretary of Labor exempts the Trust
from the bonding requirements. The bonds shall conform to the requirements of
the Act and regulations thereunder. For purposes of this Section, the term
"bondable fiduciary" shall mean any person who handles funds or other property
of the Trust Fund.

13.3 PROHIBITION AGAINST CERTAIN PERSONS HOLDING POSITIONS.

     No person who has been convicted of a felony shall be permitted to serve as
a fiduciary, officer, trustee, custodian, counsel, agent, or employee of this
Plan, or as a consultant to this Plan unless permitted under the Act and
regulations thereunder. The Plan Administrator shall ascertain to the extent
practical that no violation of this Section occurs. In any event, no person
knowingly shall permit any other person to serve in any capacity which would
violate this Section.

13.4 DISCRETIONARY AUTHORITY.

     The Company intends to retain for itself the maximum discretion permitted
by law and to confer the maximum discretionary authority permitted by law upon
the Plan Administrator, the Trustee and the Employers. The Plan shall be
administered in accordance with this discretion. All actions taken by the
Company, the Plan Administrator the Trustee, and the Employers shall be taken in
their sole and absolute discretion and all decisions shall be binding and
conclusive on all persons whomsoever.

                                   ARTICLE 14

                        AMENDMENT, MERGER AND TERMINATION

14.1 AMENDMENT.

     The Company shall have the right at any time, by an instrument in writing
duly executed, acknowledged and delivered to the Plan Administrator and the
Trustee, to modify, alter or amend this Plan, in whole or in part, prospectively
or retroactively; provided, however, that the duties and liabilities of the Plan
Administrator and the Trustee hereunder shall not be substantially increased
without their written consent; and provided further that the amendment shall not
reduce any Participant's interest in the Plan, calculated as of the date on
which the amendment is adopted. If the Plan is amended by the Company after it
is adopted by an Affiliate, unless otherwise expressly provided, it shall be
treated as so amended by such Affiliate without the necessity of any action on
the part of the Affiliate.



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<PAGE>

14.2 PLAN MERGER OR CONSOLIDATION.

     Subject to the restrictions noted in this Section, the Company reserves the
right to merge or consolidate this Plan with any other plan or to direct the
Trustee to transfer the assets held in the Trust Fund and/or the liabilities of
this Plan to any other plan or to accept a transfer of assets and liabilities
from any other plan. In the event of the merger or consolidation of this Plan
and the Trust Fund with any other plan, or a transfer of assets or liabilities
to or from the Trust Fund to or from any other such plan, then each Participant
shall be entitled to a benefit immediately after such merger, consolidation or
transfer (determined as if the plan was then terminated) that is equal to or
greater than the benefit he would have been entitled to receive immediately
before such merger, consolidation or transfer (if this Plan had then
terminated).

14.3 MERGER OR CONSOLIDATION OF COMPANY.

     The Plan shall not be automatically terminated by the Company's acquisition
by or merger into any other employer, but the Plan shall be continued after such
acquisition or merger if the successor employer elects and agrees to continue
the Plan and to become a party to the Trust Agreement. All rights to amend,
modify, suspend, or terminate the Plan shall be transferred to the successor
employer, effective as of the date of the merger.

14.4 TERMINATION OF PLAN OR DISCONTINUANCE OF CONTRIBUTIONS.

     (a) COMPLETE TERMINATION OR DISCONTINUANCE. It is the expectation of the
Company that this Plan and the payment of contributions hereunder will be
continued indefinitely. However, continuance of the Plan is not assumed as a
contractual obligation of the Company, and the right is reserved at any time to
terminate this Plan or to reduce, temporarily suspend or discontinue
contributions hereunder. In the event the Company decides that it is impossible
or inadvisable for the Company to make its contributions as herein provided, the
Company shall have the power to terminate this Plan or its contributions by
appropriate resolution. A certified copy of such resolution or resolutions shall
be delivered to the Trustee. In such event or in the event the Company shall
discontinue contributions without the delivery to the Trustee of such a
resolution, then after the date specified in such resolution, or after the date
of such discontinuance of contributions, the balance credited to the accounts of
each Participant shall be fully vested and nonforfeitable.

     (b) LIQUIDATION OF TRUST FUND. In the event of termination of the Plan or
discontinuance of contributions (and the Company does not establish or maintain
a successor defined contribution plan, in accordance with the provisions set
forth in Treasury Regulations Section 1.401(k)-1(d)(3)), the Plan Administrator
shall either promptly direct the Trustee to liquidate and distribute all assets
remaining in the Trust Fund to Participants in accordance with Section 11.7 as
though their employment with the Company had terminated or shall direct the
Trustee to continue the Plan, in which event benefits shall be distributed at
the times and in the manner specified in ARTICLE 11. Upon the liquidation of all
assets of the Trust Fund, the Plan Administrator, after deducting all costs and
expenses of liquidation and distribution, shall make the allocations required
under Section 6.3 where applicable, with the same effect as though the date of
completion of liquidation were a Valuation Date. No distributions shall be made
after termination of the Plan or discontinuance of Employer contributions until
a reasonable time after the Company has received from the United States Treasury
Department a determination under the provisions of the Code as to the effect of
such termination or discontinuance upon the qualification of the Plan. In the
event such determination is unfavorable, then prior to making any distributions
hereunder, the Trustee shall pay any Federal or state income taxes due because
of the income of the Trust Fund and shall then distribute the balance in the
manner above provided. The Company may, by written notice delivered to the
Trustee, waive the Company's right hereunder to apply for such determination,
and if no application for determination shall have been made within sixty (60)
days after the date specified in the terminating resolution or after the date of
discontinuance of contributions, the Company shall be deemed to have waived such
right.



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<PAGE>

         (c) PARTIAL TERMINATION. If the Plan is terminated or contributions are
discontinued with respect to a group or class of Participants, then after the
date of partial termination or partial discontinuance of contributions, the
balances credited to the Employer contributions Accounts of all Participants
affected by such partial termination or partial discontinuance of contributions
shall become fully vested and nonforfeitable and the accounts of such
Participants either shall be distributed or held pending the subsequent
termination of employment of such Participants, as provided in paragraph (b)
above.

14.5 LIMITATION OF EMPLOYER LIABILITY.

     The adoption of this Plan is strictly a voluntary undertaking on the part
of the Employer and shall not be deemed to constitute a contract between the
Employer and any Employee or Participant or to be consideration for, an
inducement to, or a condition of the employment of any Employee. A Participant,
Employee, or Beneficiary shall not have any right to retirement or other
benefits except to the extent provided herein.

14.6 PARTICIPATION BY EMPLOYERS.

     Each Employer shall have the right at any time, by an instrument in writing
duly executed, acknowledged and delivered to the Company, to cease its
participation in this Plan; provided, however, that such cessation shall not
reduce any Participant's interest in the Plan, calculated as of the date on
which the Employer's participation in the Plan ceases.



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                                   ARTICLE 15

                           INALIENABILITY OF BENEFITS

15.1 NO ASSIGNMENT PERMITTED.

     (a) GENERAL PROHIBITION. No Participant or Beneficiary, and no creditor of
a Participant or Beneficiary, shall have any right to assign, pledge,
hypothecate, anticipate or in any way create a lien upon the Trust Fund. All
payments to be made to Participants or their Beneficiaries shall be made only
upon their personal receipt or endorsement, except as provided in Section 11.10,
and no interest in the Trust Fund shall be subject to assignment or transfer or
otherwise be alienable, either by voluntary or involuntary act or by operation
of law or equity, or subject to attachment, execution, garnishment,
sequestration, levy or other seizure under any legal, equitable or other
process, or be liable in any way for the debts or defaults of Participants and
Beneficiaries.

     (b) PERMITTED ARRANGEMENTS. This Section shall not preclude arrangements
for the withholding of taxes from benefit payments, arrangements for the
recovery of benefit overpayments, arrangements for the transfer of benefit
rights to another plan, or arrangements for direct deposit of benefit payments
to an account in a bank, savings and loan association or credit union (provided
that such arrangement is not part of an arrangement constituting an assignment
or alienation). A Participant may also grant the Trustee a security interest in
his accounts as collateral for the repayment of a loan to the Participant
pursuant to and in accordance with Section 8.2. Additionally, this Section shall
not preclude arrangements for the distribution of the benefits of a Participant
or Beneficiary pursuant to the terms and provisions of a Qualified Domestic
Relations Order in accordance with the following provisions of this ARTICLE 15.
In addition, a Participant's accounts may be offset as permitted by Section
401(a)(13)(C) of the Code.

15.2 QUALIFIED DOMESTIC RELATIONS ORDERS.

     (a) DEFINITIONS. A Qualified Domestic Relations Order is any judgment,
decree, or order (including an order approving a property settlement agreement)
which relates to the provision of child support, alimony, or marital property
rights to a spouse, child, or other dependent of a Participant and which is
entered or made pursuant to the domestic relations or community property laws of
any State and which creates or recognizes the right of an "alternate payee" to
receive all or a portion of the benefits payable with respect to a Participant
under this Plan or assigns to an "alternate payee" the right to receive all or a
portion of said benefits. For purposes of this ARTICLE 15, an "alternate payee"
is the spouse, former spouse, child or other dependent of a Participant who is
recognized by a Qualified Domestic Relations Order as having the right to
receive all or a portion of the benefits payable under the Plan with respect to
the Participant.



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<PAGE>

     (b) REQUIREMENTS. In accordance with Section 414(p) of the Code, a
judgment, decree or order (hereinafter collectively referred to as an "order")
shall not be treated as a Qualified Domestic Relations Order unless it satisfies
all of the following conditions:

          (1) The order clearly specifies the name and last known mailing
     address (if any) of the Participant and the name and last known mailing
     address of each alternate payee covered by the order, the amount or
     percentage of the Participant's benefits to be paid to each alternate payee
     or the manner in which such amount or percentage is to be determined, and
     the number of payments or period to which such order applies.

          (2) The order specifically indicates that it applies to this Plan.

          (3) The order does not require this Plan to provide any type or form
     of benefit, or any option, not otherwise provided under the Plan, and it
     does not require the Plan to provide increased benefits (determined on the
     basis of actuarial value).

          (4) The order does not require the payment of benefits to an alternate
     payee which are required to be paid to another alternate payee under
     another order previously determined to qualify as a Qualified Domestic
     Relations Order.

15.3 EARLY COMMENCEMENT OF PAYMENTS TO ALTERNATE PAYEES.

     (a) EARLY PAYMENTS. An order requiring payment to an alternate payee before
a Participant has separated from employment may qualify as a Qualified Domestic
Relations Order even if it requires payment prior to the Participant's "earliest
retirement age." For purposes of this Section, "earliest retirement age" shall
mean the earlier of (1) the date on which the Participant could elect to receive
retirement benefits pursuant to this Plan and (2) the later of (i) the date the
Participant attains age fifty (50) or (ii) the earliest date on which the
Participant could begin receiving benefits under the Plan if the Participant
separated from service. If the order requires payments to commence after a
Participant's earliest retirement age but prior to a Participant's actual
retirement, the amounts of the payments must be determined as if the Participant
had retired on the date on which such payments are to begin under such order,
but taking into account only the present account balances at that time.

     (b) ALTERNATE PAYMENT FORMS. The order may call for the payment of benefits
to an alternate payee in any form in which benefits may be paid under the Plan
to the Participant, other than in the form of a joint and survivor annuity with
respect to the alternate payee and his or her subsequent spouse.

15.4 PROCESSING OF QUALIFIED DOMESTIC RELATIONS ORDERS.

     (a) NOTICE. The Plan Administrator shall promptly notify the Participant
and any alternate payee who may be entitled to benefits pursuant to a previously
received Qualified Domestic Relations Order of the receipt of any order which
could qualify as a Qualified Domestic Relations Order. At the same time, the
Plan Administrator shall advise the Participant and any alternate payees
(including the alternate payee designated in the order) of the provisions of
this Section relating to the determination of the qualified status of such
orders.



                                       77
<PAGE>

     (b) QUALIFIED NATURE OF ORDER. Within a reasonable period of time after
receipt of a copy of the order, the Plan Administrator shall determine whether
the order is a Qualified Domestic Relations Order and notify the Participant and
each alternate payee of its determination. The determination of the status of an
order as a Qualified Domestic Relations Order shall be made in accordance with
such uniform and nondiscriminatory rules and procedures as may be adopted by the
Plan Administrator from time to time. If benefits are presently being paid with
respect to a Participant named in an order which may qualify as a Qualified
Domestic Relations Order or if benefits become payable after receipt of the
order, the Plan Administrator shall notify the Trustee to segregate and hold the
amounts which would be payable to the alternate payee or payees designated in
the order if the order is ultimately determined to be a Qualified Domestic
Relations Order. If the Plan Administrator determines that the order is a
Qualified Domestic Relations Order within eighteen (18) months of receipt of the
order, the Plan Administrator shall instruct the Trustee to pay the segregated
amounts (plus any earnings thereon) to the alternate payee specified in the
Qualified Domestic Relations Order. If within the same eighteen (18) month
period the Plan Administrator determines that the order is not a Qualified
Domestic Relations Order or if the status of the order as a Qualified Domestic
Relations Order is not resolved, the Plan Administrator shall instruct the
Trustee to pay the segregated amounts (plus any earnings thereon) to the person
or persons who would have been entitled to such amounts if the order had not
been entered. If the Plan Administrator determines that an order is a Qualified
Domestic Relations Order after the close of the eighteen (18) month period
mentioned above, the determination shall be applied prospectively only. The
determination of the Plan Administrator as to the status of an order as a
Qualified Domestic Relations Order shall be binding and conclusive on all
interested parties, present and future, subject to the claims review provisions
of Section 12.4.

15.5 RESPONSIBILITY OF ALTERNATE PAYEES.

     Any person claiming to be an alternate payee under a Qualified Domestic
Relations Order shall be responsible for supplying the Plan Administrator with a
certified or otherwise authenticated copy of the order and any other information
or evidence that the Plan Administrator deems necessary in order to substantiate
the individual's claim or the status of the order as a Qualified Domestic
Relations Order.

15.6 TREATMENT OF OUTSTANDING PARTICIPANT LOANS

     If a Participant has any outstanding loans at the time at which the Plan
Administrator must determine the alternate payee's interest in the amounts
credited to the Participant's account under a Qualified Domestic Relations
Order, the Plan Administrator shall treat such loans in accordance with the
provisions of paragraphs (a) or (b) below, whichever is applicable, unless the
Qualified Domestic Relations Order specifically addresses how such loan or loans
are to be treated, and the provisions of the Qualified Domestic Relations Order
do not, in the Plan Administrator's sole discretion, compromise the Plan's
security interest in the loan.



                                       78
<PAGE>

     (a) OUTSTANDING LOAN ORIGINATED DURING MARRIAGE. If the Participant under a
Qualified Domestic Relations Order has an outstanding loan or loans under
ARTICLE 7 that originated during the Participant's marriage to the alternate
payee, the Plan Administrator shall, before dividing the Participant's account
as provided in the Qualified Domestic Relations Order, subtract the principal
balance owing on the loan(s) from the Participant's account balance. For
example, if at the time of the Plan Administrator's determination, the
Participant has an account balance of Twenty-Five Thousand Dollars ($25,000.00)
and an outstanding loan with a principal balance of Five Thousand Dollars
($5,000.00), and the Qualified Domestic Relations Order awards the alternate
payee one-half (1/2) of the Participant's account balance, the alternate payee's
benefit would equal Ten Thousand Dollars ($10,000.00). The alternate payee's
benefit is calculated by first subtracting the principal balance of the loan
from the Participant's account balance and then multiplying the difference by
the fraction or percentage specified in the Qualified Domestic Relations Order.
On these facts, the calculation would be as follows: ($25,000.00 - $5,000.00) x
1/2 = $10,000.00. The alternate payee's benefit would equal Ten Thousand Dollars
($10,000.00) and the Participant's benefit would equal Fifteen Thousand Dollars
($15,000.00). The Participant, after such reduction, shall be solely responsible
for the repayment of the loan except that alternate payee's benefit shall
continue to serve as security for such loan to the extent the Plan Administrator
deems necessary or appropriate. Such loan shall be allocated to the
Participant's account and treated as a separate investment of the Participant's
account. If alternate payee's share of Plan benefits is reduced due to the
Participant's non-payment of said loan(s), Participant shall, on demand by
alternate payee, immediately reimburse alternate payee for the amount of the
reduction. Nothing in this Plan or a Qualified Domestic Relations Order shall be
read to require the Plan to make any distribution to an alternate payee if
immediately following said distribution the sum of Participant's share of Plan
benefits and alternate payee's share of Plan benefits is less than two (2) times
the then outstanding balance of said loan(s). The Plan Administrator may,
however, make a partial distribution of alternate payee's benefit to the extent
the Plan's security interest would not be impaired by such distribution.

     (b) OUTSTANDING LOAN ORIGINATED BEFORE OR AFTER MARRIAGE. If the
Participant under a Qualified Domestic Relations Order has an outstanding loan
or loans under ARTICLE 8 that originated at any time other than during
Participant's marriage to the alternate payee, the Plan Administrator shall not
subtract the principal balance owing on the loan from the Participant's account
balance before dividing the Participant's account as provided in the Qualified
Domestic Relations Order. For example, if, at the time of the Plan
Administrator's determination, the Participant has an account balance of
Twenty-Five Thousand Dollars ($25,000.00) and an outstanding loan with a
principal balance of Five Thousand Dollars ($5,000.00), and the Qualified
Domestic Relations Order awards the alternate payee one-half (1/2) of the
Participant's account balance, the alternate payee's benefit would equal Twelve
Thousand Five Hundred Dollars ($12,500.00). The alternate payee's benefit is
calculated by multiplying the Participant's account balance by the fraction or
percentage specified in the Qualified Domestic Relations Order. On these facts,
the calculation would be as follows: $25,000.00 x 1/2 = $12,500.00. The
alternate payee's benefit would equal Twelve Thousand Five Hundred Dollars
($12,500.00) and the Participant's benefit would equal Twelve Thousand Five
Hundred Dollars ($12,500.00). The Participant, after such reduction, shall be
solely responsible for the repayment of the loan except that alternate payee's
benefit shall continue to serve as security for such loan(s) to the extent the
Plan Administrator deems necessary or appropriate. Such loan(s) shall be
allocated to the Participant's account and treated as a separate investment of
the Participant's account. If alternate payee's share of Plan benefits is
reduced due to the Participant's non-payment of said loan(s), Participant shall,
on demand by alternate payee, immediately reimburse alternate payee for the
amount of the reduction. Nothing in this Plan or a Qualified Domestic Relations
Order shall be read to require the Plan to make any distribution to an alternate
payee if immediately following said distribution the sum of Participant's share
of Plan benefits and alternate payee's share of Plan benefits is less than two
(2) times the then outstanding balance of said loan(s). The Plan Administrator
may, however, make a partial distribution of alternate payee's benefit to the
extent the Plan's security interest would not be impaired by such distribution.



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                                   ARTICLE 16

                               GENERAL PROVISIONS

16.1 LIMITATION ON PARTICIPANTS' RIGHTS.

     Participation in the Plan shall not give any Employee the right to be
retained in the Employer's employ or any right or interest in the Trust Fund
other than as herein provided. The Employer reserves the right to dismiss any
Employee without any liability for any claim either against the Trust Fund,
except to the extent herein provided, or against the Employer.

16.2 SOURCE OF PAYMENT.

                  Benefits under the Plan shall be payable only out of the Trust
Fund and the Employers shall have no legal obligation, responsibility or
liability to make any direct payment of benefits under the Plan. Neither the
Employers, the Plan Administrator nor the Trustee guarantee the Trust Fund
against any loss or depreciation or guarantee the payment of any benefits
hereunder. No persons shall have any rights under the Plan with respect to the
Trust Fund or against the Trustee, the Plan Administrator or the Employers,
except as specifically provided for herein.

16.3 EXCLUSIVE BENEFIT.

     Except as otherwise provided herein or in the Trust Agreement, it shall be
impossible for any part of the Trust Fund to be used for or diverted to purposes
other than for the exclusive benefit of Participants and their Beneficiaries,
except that payment of taxes and administration expenses may be made from the
Trust Fund as provided in the Trust Agreement.



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<PAGE>

16.4 UNIFORM ADMINISTRATION.

     Whenever in the administration of the Plan any action is required by the
Plan Administrator, such action shall be uniform in nature as applied to all
persons similarly situated and no such action shall be taken which will
discriminate in favor of Highly Compensated Employees.

16.5 HEIRS AND SUCCESSORS.

     All of the provisions of this Plan shall be binding upon all persons who
shall be entitled to any benefits hereunder, and their heirs and legal
representatives.

16.6 ASSUMPTION OF QUALIFICATION.

     Unless and until advised to the contrary, the Trustee may assume that the
Plan is a qualified plan under the provisions of the Code relating to such
plans, and that the Trust Fund is entitled to exemption from income tax under
such provisions.

16.7 COMPLIANCE WITH SECTION 414(U) OF THE CODE.

     Notwithstanding any provision of the Plan to the contrary, contributions,
benefits and service credit with respect to qualified military service will be
provided in accordance with Section 414(u) of the Code effective December 12,
1994.

     IN WITNESS WHEREOF, the Employer has caused this Plan to be executed by its
duly authorized representative on this 2nd day of February, 1999.

                                       PINACOR, INC.


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

                                          Its:
                                              ----------------------------------
                                                          "Employer"




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