NON-QUALIFIED STOCK OPTION AGREEMENT
                              (Jeffrey D. McKeever)




Mr. Jeffrey D. McKeever
2400 South MicroAge Way
Tempe, Arizona  85282

Dear Jeff:

         Pursuant  to  action   taken  by  the   Compensation   Committee   (the
"Committee") of the Board of Directors of MicroAge,  Inc. ("MicroAge") on May 2,
1998 (the "Grant  Date") and action by written  consent of the sole  director of
MCCI Holding  Company  ("Holding  Company"),  you are hereby  granted the option
(hereinafter  the  "Option")  to purchase a total of sixty (60) shares of common
stock of Pinacor, Inc. ("Pinacor") owned by Holding Company as of the Grant Date
(the "Common  Stock"),  representing  six percent (6%) of Pinacor's  outstanding
Common  Stock as of the  Grant  Date,  at an  exercise  price of *** per  share,
subject to the provisions  and  conditions  set forth below.  The Option granted
under this Agreement is not intended to be an incentive  stock option within the
meaning  of  Section  422 of the  Internal  Revenue  Code of 1986,  as  amended.
Moreover,  the Option is not being granted pursuant to any stock option or other
plan. For purposes of this Agreement,  MicroAge and Holding Company are referred
to collectively as the "Company."

         1. You may purchase  all or any of the shares of Common Stock  included
in any installment  under this Option on or after the date the installment vests
in accordance with the schedule below:


                 ----------------------------------------------
                  NUMBER OF SHARES
                   EXERCISABLE IN                   DATE
                     INSTALLMENT             INSTALLMENT VESTS
                 ----------------------------------------------
                         20                     May 2, 1999
                 ----------------------------------------------
                         20                     May 2, 2000
                 ----------------------------------------------
                         20                     May 2, 2001
                 ----------------------------------------------
         
         2. In the event of your death or Disability, any portion of your Option
that is not  exercisable  shall become fully  exercisable.  Notwithstanding  the
above,  you may not  exercise the Option at any time after the  Expiration  Date
hereinafter set forth.

         3.  The  Option  may be  exercised  by  making  payment  in full to the
Treasurer of Holding Company, 2400 South MicroAge Way, Tempe, Arizona 85282, for
the shares which you so elect

--------------------
***      Confidential  material has been omitted and filed  separately  with the
         Securities   and  Exchange   Commission   pursuant  to  a  request  for
         confidential treatment.
<PAGE>
to  purchase,  at the price  per share  herein  prescribed,  whereupon  you will
receive a stock  certificate  representing  the  shares  for which you have made
payment.  Holding Company,  however,  will not be obligated to deliver any stock
unless and until:

                  (a) there has been  compliance  with any federal or state laws
         or  regulations  or national  securities  exchange  requirements  which
         Holding Company may deem applicable; and

                  (b) all legal matters in connection with the sale and delivery
         of the Common  Stock have been  approved  by  Holding  Company's  legal
         counsel.

         4. Upon the exercise of an Option,  the purchase  price will be paid in
cash or,  in the  sole  discretion  of the  Committee,  in  Common  Stock,  or a
combination thereof,  unless the Committee approves an alternative  arrangement,
including a loan to you from the  Company  for all or a portion of the  purchase
price.  Each share of Common Stock received by Holding Company in payment of all
or a portion of the  purchase  price  specified in this Option will be valued at
its Fair Market Value on the date of exercise.

         5. The Committee may require, in its sole discretion,  that you satisfy
the payment of any  federal,  state,  or local tax  withholding  amount due as a
result of your exercise of an Option by:

                  (a) requiring you to deliver to Holding Company that number of
         shares of Common Stock then owned by you, duly endorsed for transfer to
         Holding  Company  and free and  clear of any  liens,  claims,  security
         interests or encumbrances whatsoever (based on the Fair Market Value of
         the  Common  Stock on the date  such  Option is  exercised),  which are
         required to satisfy the payment of such tax withholding amount; or

                  (b) requiring you to deliver to Holding Company a check,  made
         payable  to the  order of  Holding  Company,  in the  aggregate  amount
         required to satisfy the payment of such tax withholding amount.

         The right described in (a) or (b) above shall be exercised in a written
notice by the Committee delivered to you as soon as practicable after receipt of
your written exercise of any Option hereunder.

         6. The  Committee  may  suspend or  postpone  the  receipt of shares in
payment of the exercise price specified in this Agreement if at any time:

                  (a) it has knowledge of information  concerning  Pinacor which
         upon disclosure to the public might, in its opinion,  materially affect
         the market price of the Common Stock;

                  (b) non-Pinacor events of an extraordinary nature occur which,
         in its opinion, may not have been effectively  reflected in the market;
         or

                  (c) such  suspension  or  postponement  for any  other  reason
         would,  in its  opinion,  be in the best  interests  of  Pinacor or the
         Company.
                                        2
<PAGE>
         7. The Committee  hereby  reserves and will have the right,  by written
notice to you, to change the provisions of this Option in any manner that it may
deem  necessary  or advisable to carry out the purpose of this grant as a result
of, or to comply with, any change in applicable regulations,  interpretations or
statutory  enactments,  provided that any such change will be applicable only to
shares for which payment will not then have been made as herein provided.

         8. This Option will terminate upon the earliest to occur of:

                  (a) May 2, 2008 at 5:00  p.m.  Arizona  time (the  "Expiration
         Date");

                  (b) the date you cease to be employed by the Company or any of
         its subsidiaries  for any reason other than your  retirement,  death or
         Disability; or

                  (c) one (1) year  after the date you cease to be  employed  by
         the Company or any of its  subsidiaries  by reason of your  retirement,
         death or Disability.

         9.  Anything  herein to the  contrary  notwithstanding,  the  following
provisions will apply:

                  (a) If, at any time  within the term of this  Option or within
         one (1) year after  termination  of  employment  or within one (1) year
         after you exercise any portion of this Option, whichever is the latest,
         you engage in any  activity  in  competition  with any  activity of the
         Company,  or  inimical,  contrary,  or harmful to the  interests of the
         Company,  including,  but not limited  to: (i) conduct  related to your
         employment for which either civil or criminal penalties against you may
         be sought,  (ii)  violation  of Company  policies,  including,  without
         limitation, the Company's insider trading policy, (iii) failing to give
         the Company at least thirty (30) days' written notice of your intent to
         terminate your employment with the Company,  (iv) accepting  employment
         with or serving as a consultant,  advisor,  or in any other capacity to
         an employer that is in competition with or acting against the interests
         of the Company,  including employing or recruiting any present, former,
         or future  employee of the  Company,  (v)  disclosing  or misusing  any
         confidential  information or material  concerning the Company,  or (vi)
         participating in a hostile takeover attempt of MicroAge,  then (A) this
         Option  shall  terminate  effective  the date upon which you enter into
         such activity, unless terminated sooner by operation of another term or
         condition of this  Agreement,  (B) you will return any shares of Common
         Stock that you then own if the Company  tenders to you, in the exercise
         of its discretion, the amount you paid to acquire those shares, and (C)
         you will pay the Company an amount equal to the difference  between the
         amount you paid for said shares and the amount you  received for a sale
         of any shares that you have disposed of in an arms length  transaction.
         If you dispose of any shares in other than an arms length  transaction,
         you will pay to the Company an amount equal to the  difference  between
         the amount you paid for the  shares  and the Fair  Market  Value of the
         shares.

                  (b) By accepting this Option,  you consent to a deduction from
         any amounts the Company owes you from time to time  (including  amounts
         owed  to you as  wages  or  other  compensation,  fringe  benefits,  or
         vacation pay, as well as any other amounts owed to you by the Company),
         to the extent of the amounts you owe the  Company  under  clause (a) of
         this Section 9.  Whether or not the Company  elects to make any set-off
         in whole or in  part,  if the  Company  does  not  recover  by means of
         set-off the full amounts you owe it, calculated as set forth above, you
         agree to pay immediately the unpaid balance to the Company.
                                       3
<PAGE>
                  (c) You may be released from your obligations under clause (a)
         of  this  Section  9 only  if the  Committee  determines,  in its  sole
         discretion, that such action is in the best interests of the Company.

         10. The Committee will have the discretion to accelerate the vesting in
whole  or in  part  with  respect  to any  Options  that  may  otherwise  not be
exercisable  on the date you cease to be  employed  by the Company or any of its
subsidiaries for any reason other than your death or Disability, upon such terms
and  conditions  established  by the  Committee at that time, or upon such other
dates that the Committee will determine in its sole and absolute discretion.

         11. In the  event of a stock  dividend,  stock  split,  combination  or
exchange of shares, recapitalization or other change in the capital structure of
Pinacor, any merger,  consolidation,  spin-off, spin-out,  split-off,  split-up,
reorganization, partial or complete liquidation, or other distribution of assets
(other than a normal cash dividend),  issuance of rights or warrants to purchase
securities or any other corporate  transaction or event having an effect similar
to any of the foregoing, the Committee shall make such adjustments in the number
of unpurchased shares subject to this Option and in the exercise price per share
as  it  may  determine  to  be  appropriate   and  equitable  to  preserve  your
proportionate  interest in this Option and to prevent dilution or enlargement of
your rights hereunder. The Committee may, in its discretion, upon the occurrence
of  any  of  the  foregoing  events,  provide  in  substitution  for  any or all
outstanding  shares subject to this Option such alternative  consideration as it
may in good faith  determine to be  equitable  under the  circumstances  and may
require your surrender of this Option in connection with such substitution.

         12.  This  Option  will be  exercisable  until the  Expiration  Date as
defined in Section 8(a) and, except as provided in Section 8 above,  only by you
during your  lifetime  and only while you are  employed by the  Company.  Unless
otherwise  provided  in writing by the  Committee  in its sole  discretion,  the
Option shall not be transferable by you, expressly or by operation of law, other
than by will or the  laws of  descent  and  distribution.  Any  other  attempted
transfer  or  other  disposition  of this  Option  by you  will be void and will
constitute valid grounds for cancellation of this Option by the Company.

         13. In the event that a  "Disposition"  of Pinacor is  approved  by the
Board of  Directors  of  MicroAge,  Holding  Company,  or  Pinacor or a proposed
Disposition is submitted to the shareholders of MicroAge,  Holding  Company,  or
Pinacor for approval,  all of the Options will become  immediately  exercisable,
despite any provisions in Section 1 to the contrary. Additionally, upon a Change
of Control,  your Options will  automatically  become  immediately  exercisable,
despite any provisions in Section 1 to the contrary.

         14. The term  "Disposition"  as used in Section 13,  means and includes
each of the following:

                  (a) the sale or other transfer of all or substantially  all of
         the Common  Stock of Pinacor or Holding  Company to any  individual  or
         entity other than an "Affiliate."  For this purpose,  an "Affiliate" is
         any entity that is part of the same controlled group of corporations as
         MicroAge  within the meaning of Section  1563 of the  Internal  Revenue
         Code of 1986 (the "Code").
                                       4
<PAGE>
                  (b)  Pinacor or Holding  Company is merged,  consolidated,  or
         otherwise combined with any entity other than an Affiliate of MicroAge.

         15.  The term  "Change  of  Control"  means  and  includes  each of the
following:

                  (a) A change of control of  MicroAge of a nature that would be
         required to be reported in response to Item 6(e) of Schedule 14A of the
         Securities Exchange Act of 1934, as amended ("1934 Act"), regardless of
         whether MicroAge is subject to such reporting requirement;

                  (b) A change of control of MicroAge  through a transaction  or
         series of  transactions,  such that any person (as that term is used in
         Section 13 and  14(d)(2)  of the 1934  Act),  excluding  affiliates  of
         MicroAge as of the Grant Date, is or becomes the  beneficial  owner (as
         that  term is used in  Section  13(d) of the  1934  Act),  directly  or
         indirectly, of securities of MicroAge representing twenty percent (20%)
         or more of the combined  voting power of  MicroAge's  then  outstanding
         securities;

                  (c) The individuals who, as of the Grant Date,  constitute the
         Board of Directors of MicroAge  (the  "Incumbent  Board") cease for any
         reason to  constitute  at least  eighty  percent  (80%) of the Board of
         Directors of MicroAge;  provided,  however,  that any person becoming a
         member of the Board of  Directors of MicroAge  subsequent  to the Grant
         Date  whose   election,   or  nomination  for  election  by  MicroAge's
         stockholders,  was approved by a vote of at least eighty  percent (80%)
         of the members  then  comprising  the  Incumbent  Board  (other than an
         election or  nomination of an  individual  whose initial  assumption of
         office is in connection with an actual or threatened  election  contest
         relating to the election of  directors  of MicroAge,  as such terms are
         used in Rule 14a-11 of Regulation 14A promulgated under the 1934 Act or
         any  successor  provision  thereto)  shall  be,  for  purposes  of this
         paragraph,  considered  as  though  such  person  were a member  of the
         Incumbent Board;

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

                  (e) The  shareholders of MicroAge approve any plan or proposal
         for the liquidation or dissolution of MicroAge; or

                  (f)  Substantially  all of the assets of MicroAge  are sold or
         otherwise  transferred to parties that are not Affiliates (as such term
         is defined in Section 14(a) above).

         16. The term  "Disability"  shall mean any illness or other physical or
mental  condition  which renders you incapable of performing  your customary and
usual duties for the Company,  or any  medically  determinable  illness or other
physical or mental condition  resulting from a bodily injury,  disease or mental
disorder  which in the judgment of the Committee is permanent and  continuous in
nature.  The  Committee  may require such medical or other  evidence as it deems
necessary to judge the nature and permanency of your condition.
                                       5
<PAGE>
         17. The term "Fair Market Value" with respect to the Common Stock shall
mean as of any given date, the fair market value of the Common Stock  determined
by such methods or  procedures  as may be  established  from time to time by the
Committee.

         18. This Agreement shall be governed in all respects by the laws of the
state of Delaware.

         19. No Option gives you any of the rights of a  shareholder  of Pinacor
unless and until shares of Common Stock are in fact issued to you.

         20. The  Agreement is intended to be an  "unfunded"  plan for incentive
compensation.  With  respect to any  payments not yet made to you pursuant to an
Option,  nothing  contained in this Agreement shall give you any rights that are
greater than those of a general creditor of the Company or any subsidiary.

         21. No payment  under  this  Agreement  shall be taken into  account in
determining any benefits under any pension, retirement, savings, profit sharing,
group insurance, welfare or other benefit plan of the Company or any subsidiary.

         22. The  expenses of  administering  this  Agreement  shall be borne by
MicroAge.

         23. With respect to any person who is, on the relevant date,  obligated
to file reports under Section 16 of the 1934 Act,  transactions pursuant to this
Agreement are intended to comply with all applicable conditions of Rule 16b-3 or
its successors under the 1934 Act. To the extent any provision of this Agreement
or action by the  Committee  fails to so comply,  it shall be void to the extent
permitted by law and voidable as deemed advisable by the Committee.

         24.  Neither the Company nor Pinacor  shall be under any  obligation to
register under the  Securities Act of 1933, as amended (the "1933 Act"),  any of
the shares of Common Stock. If the shares may in certain circumstances be exempt
from registration under the 1933 Act, the Committee may restrict the transfer of
such shares in such manner as it deems  advisable to ensure the  availability of
any such exemption.

         25. The  Company  shall not be required to deliver any shares of Common
Stock  pursuant  to the  exercise  of all or any part of the  Option  if, in the
opinion of counsel for MicroAge,  such issuance would violate the Securities Act
of 1933 or any other  applicable  federal or state  securities  or other laws or
regulations.  The Board of Directors of MicroAge may require that you,  prior to
the  issuance  of any such shares  pursuant to exercise of the Option,  sign and
deliver to MicroAge a written statement  ("Investment  Letter") stating (a) that
you are  purchasing the shares for investment and not with a view to the sale or
distribution  thereof;  (b) that you will  not  sell any  shares  received  upon
exercise of the Option or any other  shares of Pinacor  that you may then own or
thereafter  acquire except either (i) through a broker on a national  securities
exchange or (ii) with the prior written approval of MicroAge; and (c) containing
such other terms and conditions as counsel for MicroAge may  reasonably  require
to assure compliance with the Securities Act of 1933 or other applicable federal
or state  securities laws and  regulations.  Such Investment  Letter shall be in
form and content  acceptable  to the Board of  Directors of MicroAge in its sole
discretion.

         26. This Agreement may be amended only by a written agreement  executed
by MicroAge, Holding Company, and you.
                                       6
<PAGE>
         27. This Agreement shall be effective as of May 2, 1998.

Please  acknowledge  receipt  of this  Option  and  acceptance  of its  terms by
completing the bottom portion of both letters, then return one of the letters to
James Domaz in the Legal Department.


MICROAGE, INC.                         I hereby acknowledge receipt of the
                                       foregoing Option and accept its terms.

By:  /s/ William H. Mallender          Signature: /s/ Jeffrey D. McKeever
     ---------------------------                  --------------------------
     William H. Mallender                         Jeffrey D. McKeever
     Chairman, Compensation                       Social Security No.___________
     Committee


MCCI Holding Company


By:  /s/ Jeffrey D. McKeever
     ---------------------------
     Jeffrey D. McKeever
     Chairman of the Board and
     President
                                       7