AGREEMENT AND GENERAL RELEASE

         This Agreement and General Release  (hereinafter  "Agreement")
is entered  into this 15th day of  February,  2000,  in the County of  Maricopa,
State of Arizona, between Pinacor, Inc., a Delaware corporation ("Pinacor"), and
James G. Manton ("Executive").

                                    RECITALS

         WHEREAS,  Executive  is  serving  as the  President  of  Pinacor  until
February 15, 2000;

         WHEREFORE,  the parties have agreed that it is in their respective best
interests to amicably  resolve all matters  relative to  Executive's  employment
with  Pinacor  and  separation  therefrom  pursuant to the  following  terms and
conditions:

                                       I.

         Pinacor  covenants and agrees to provide  Executive  with the severance
benefits  specified  in  Paragraphs  1-9  on  Exhibit  A  attached  hereto  (the
"Severance  Benefits") and the additional  benefits specified in Paragraph 10 on
Exhibit A attached hereto (the "Additional  Benefits").  Executive covenants and
agrees to execute the resignation  letter attached hereto as Exhibit B resigning
from his position as an officer of the  companies  listed on such  exhibit.  The
parties  acknowledge and agree that the Severance Benefits provided to Executive
as set forth on Exhibit A are provided pursuant to Section 4.2 of the Employment
Agreement, dated as of August 1, 1998, by and among Pinacor, MicroAge, Inc., and
Executive (the "Employment Agreement").  The parties agree that Pinacor will not
provide the Additional  Benefits hereunder until Executive signs and returns the
"Non-Revocation" form attached hereto as Exhibit C.

         Executive's  separation  from employment with Pinacor will be effective
as of February 15, 2000 (the "Separation Date").

         It is expressly  understood  and agreed that,  other than the severance
benefits being provided to Executive pursuant to this Agreement, neither Pinacor
nor any of its  affiliates  is  otherwise  indebted to  Executive  for any other
damages, wages, benefits, or reimbursements.

                                       II.

         In exchange for the promises set forth in Paragraph I above,  Executive
does hereby forever release,  discharge,  cancel, waive, and acquit, for himself
and for his marital  community,  heirs,  executors,  administrators and assigns,
Pinacor  and any and all of its  affiliates,  subsidiaries,  corporate  parents,
agents, officers, owners, employees,  attorneys,  successors and assigns, of and
from  any and all  rights,  claims,  demands,  causes  of  action,  obligations,
damages,   penalties,  fees,  costs,  expenses,  and  liability  of  any  nature
whatsoever which Executive has, had or may hereafter have against them or any of
them,  arising out of, or by reason of any cause,  matter,  or thing  whatsoever
existing as of the date of execution  of this  Agreement,  WHETHER  KNOWN TO THE
PARTIES AT THE TIME OF EXECUTION OF THIS  AGREEMENT OR NOT.  This FULL WAIVER OF
ALL CLAIMS includes,  without limitation,  attorney's fees, any claims, demands,
or causes of action arising out of, or relating in any manner whatsoever to, the

<PAGE>

employment and/or  termination of the employment of Executive,  such as, BUT NOT
LIMITED TO, any charge,  claim,  lawsuit or other  proceeding  arising under the
Civil Rights Act of 1866,  1964, Title VII as amended by the Civil Rights Act of
1991, the Americans with Disabilities Act, the Age  Discrimination in Employment
Act (ADEA), the Labor Management  Relations Act, the Employee  Retirement Income
Security Act, the Consolidated Omnibus Budget Reconciliation Act, the Fair Labor
Standards  Act,  the  Arizona  Civil  Rights  Act,  the  Worker  Adjustment  and
Retraining and Notification  Act,  Workman's  Compensation  Claims, or any other
federal, state, or local statute.  Executive further covenants and agrees not to
institute,  nor cause to be instituted,  any legal proceeding,  including filing
any claim or complaint with any government agency alleging any violations of law
or  public  policy,  against  Pinacor  and/or  any  and  all of its  affiliates,
subsidiaries, corporate parents, agents, officers, owners, employees, successors
and  assigns  premised  upon any  legal  theory or claim  whatsoever,  including
without  limitation,   contract,  tort,  wrongful  discharge,  personal  injury,
interference  with  contract,  defamation,  negligence,  infliction of emotional
distress, fraud, or deceit, except to enforce the terms of this Agreement.

                                      III.

         The  parties  and their  respective  attorneys  agree to hold in strict
confidence the terms and conditions of this Agreement.  The parties covenant and
agree that neither they nor their attorneys will, either directly or through any
other person, agent or representative,  discuss publicly or privately the nature
or content of this Agreement with any non-party to this Agreement,  except as to
either party's  accountants,  any state tax  department or the federal  Internal
Revenue  Service,  or any other  state or  federal  official  in  response  to a
legitimate inquiry.

                                       IV.

         Executive, by his execution of this Agreement, avows that the following
statements are true:

         A.  That he has been  given the  opportunity  and has in fact read this
entire  Agreement,  that it is in plain  language,  and he has had all questions
regarding its meaning answered to his satisfaction;

         B. That he has been advised to seek  independent  advice and/or counsel
of his  choosing  and that he has been given the full  opportunity  to seek such
advice and/or counsel;

         C.  That he  fully  understands  the  contents  of this  Agreement  and
understands that it is a FULL WAIVER OF ALL CLAIMS, including arbitration claims
and awards,  including  any rights under the ADEA and as to ADEA claims is not a
waiver of future claims;

         D. That this FULL WAIVER OF ALL CLAIMS is given in return for  valuable
consideration, as provided under the terms of this Agreement;

         E. That he enters into this  Agreement  knowingly  and  voluntarily  in
exchange  for the  promises  referenced  in this  Agreement  and  that no  other
representations  have been made to him to induce or influence  his  execution of
this  Agreement.  Executive has been given at least  twenty-one (21) days within
which to consider this Agreement before signing and seven (7) days

                                       -2-

<PAGE>

following his execution of the Agreement to revoke this Agreement. The Agreement
shall not become effective or enforceable until the foregoing  revocation period
has expired and  Executive  has signed and  returned the  "Non-Revocation"  form
attached hereto as Exhibit C; and

         F. That he understands his continuing  obligations under the Employment
Agreement,  including  but not limited to his  obligations  (a) to maintain  the
confidentiality   of  Confidential   Information  (ss.  5.1  of  the  Employment
Agreement),  and  (b)  not to  compete  with  Pinacor  or its  affiliates  for a
twenty-four month period (ss. 5.9 of the Employment Agreement). Without limiting
the  generality  of   Executive's   non-competition   obligations,   during  the
Non-Competition   Period  (as  defined  in  Section  5.9(a)  of  the  Employment
Agreement)  Executive  agrees that Executive will not, within the United States,
act  as  an  agent,  representative,   consultant,  officer,  director,  member,
independent contractor, or employee of Arrow Electronics, Inc.; Avnet, Inc.; CHS
Electronics, Inc.; Compaq Computer Corporation; CompuCom Systems, Inc.; CompUSA,
Inc.; Dell Computer;  En Pointe Technologies,  Inc.; Entex Information Services;
GE Capital;  Hewlett-Packard;  Ikon Office Solutions,  Inc.; Inacom Corp; Ingram
Micro, Inc.; Insight Enterprises Inc.; Integrated Information Systems;  Merisel,
Inc.; Pomeroy Computer  Resources,  Inc.; Sarcom;  Tech Data Corporation;  Xerox
Connect; or any Affiliates or successors of the foregoing.

                                       V.

         The parties confirm their continuing  obligations under Section 5.10 of
the Employment Agreement, which provides as follows:

         During the term of this  Agreement,  the  Non-Competition  Period,  the
         Employee  Non-Solicitation  Period,  and the Customer  Non-Solicitation
         Period, neither the Executive nor the Company will disparage the other,
         and  neither  will  disclose  to any  third  party  the  conditions  of
         Executive's employment with the Company,  except as may be required (i)
         pursuant to  applicable  law or  regulations,  including  the rules and
         regulations  of  the  Securities  and  Exchange  Commission,   (ii)  to
         effectuate  the  provisions of employee plans or programs and insurance
         policies,  or (iii) as may be otherwise  contemplated  herein or unless
         such information  becomes publicly available without fault of the party
         making such disclosure.

                                       VI.

         This  Agreement  shall  be  governed  in all  respects,  whether  as to
validity, construction,  capacity, performance, or otherwise, by the laws of the
State of Arizona,  and no action  involving this Agreement may be brought except
in the Superior Court for the State of Arizona or the Federal District Court for
the District of Arizona.

                                      VII.

         If any provision of this Agreement or the  application  thereof is held
to be invalid,  void,  or  unenforceable  for  whatever  reason,  the  remaining
provisions not so declared shall nevertheless  continue in full force and effect
without being impaired in any manner whatsoever.

                                       -3-

<PAGE>

                                      VIII.

         This Agreement  constitutes the sole and entire  Agreement  between the
parties hereto,  and supersedes any and all  understandings  and agreements made
prior  hereto,  other than the  Employment  Agreement.  There are no  collateral
understandings, representations, or agreements other than those contained herein
or in the Employment  Agreement.  It is understood and agreed that the execution
of this  Agreement  by Pinacor is not an  admission  of liability on its part to
Executive,  but is an agreement to put to rest any claim of any kind  whatsoever
relating to the employment  relationship  or otherwise,  except that the parties
may enforce their respective rights under the Employment Agreement to the extent
they are not inconsistent with this Agreement.

         IN WITNESS WHEREOF,  the undersigned parties have signed this Agreement
on the date indicated herein.

                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK]


                                       -4-

<PAGE>

CAUTION!   THIS IS A RELEASE!   READ BEFORE SIGNING!

PINACOR, INC.



By: /s/ Jeffrey D. McKeever

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

Date:    March 2, 2000

James G. Manton

   /s/ James G. Manton

   ------------------------------
Date:    March 2, 2000


                                       -5-

<PAGE>

                                  VERIFICATION

STATE OF ARIZONA    )
                    ) ss.
County of Maricopa  )

     On this 2nd day of March,  2000, before me, the undersigned  Notary Public,
personally appeared James G. Manton,  known to me to be the person whose name is
subscribed to the within instrument,  and acknowledged that he executed the same
for the purpose therein contained.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.

                                        /s/ Barbara L. Baker
                                        -------------------------------
                                        Notary Public

My Commission Expires August 23, 2000


                                       -6-

<PAGE>

                                    Exhibit A

                               Severance Benefits

         1.  Section  4.2  Payments.  Pinacor  and  Executive  acknowledge  that
Executive is entitled to the following  payments  pursuant to Section 4.2 of the
Employment  Agreement (all capitalized  terms have the meanings ascribed to such
terms in the Employment Agreement):

                  A.   Accrued   Base   Salary   (Section   4.2(a)):   Executive
acknowledges receipt of all Base Salary Payments through the Separation Date.

                  B. Accrued Vacation Payment (Section 4.2(b)):  see Paragraph 2
below.

                  C.  Accrued   Reimbursable   Expenses  (Section  4.2(c)):  see
Paragraph 3 below.

                  D. Accrued  Benefits  (Section  4.2(d)):  See  Paragraphs  4-5
below.

                  E. Accrued Annual Fixed Cash Bonus and Annual  Incentive Bonus
(Section 4.2(e)): not applicable.

                  F. Exercise of Vested Options and Warrants (Section 2(f)): see
Paragraph 8 below.

         2. Accrued  Vacation  Days. As of February 15, 2000,  Executive had 264
hours of unused accrued hours, or 33 days (the "Accrued Vacation Days"). Pinacor
will  reimburse  Executive  for such unused  accrued  vacation days in an amount
equal to  Executive's  current annual base salary  ($350,000)  less his 1999 MEP
waiver ($26,500) multiplied by a fraction,  the numerator of which is the number
of unused accrued vacation days (33), and the denominator of which is 260. On or
promptly  following the Separation Date,  Pinacor will pay Executive  $37,790.36
for these accrued unused vacation days.

         3.  Reimbursable  Expenses.  Pinacor will, in accordance  with standard
policies,  reimburse  Executive  for all  reasonable  travel and other  expenses
incurred  by  Executive   prior  to  the  Separation   Date  and  submitted  for
reimbursement on or before March 15, 2000.

         4. Medical and Dental Plans.  As of the Separation  Date,  Pinacor will
cease making  contributions  to the monthly premiums it made while Executive was
an active  Pinacor  associate.  Executive's  monthly  premiums  are paid through
February 29,  2000.  Executive  will be entitled to 18 months of COBRA  coverage
(through  August 31, 2001) (the "COBRA  Period").  Executive will be required to
pay the full COBRA premium in order to continue  medical and/or dental  benefits
during the COBRA  Period.  Any  questions  regarding  COBRA  coverage  should be
directed to Tom Bock at 480-366-2527 or Tonya Fischer at 480-366-2661.

                                       -7-

<PAGE>

         5. 401(k) Plan and Supplemental Savings Plan. Executive participates in
the  Pinacor  Retirement  Savings  Plan  (the  "401(k)  Plan")  and the  Pinacor
Executive  Supplemental  Savings  Plan  (the  "ESSP").  Executive  has  received
information  regarding  his  options  under the  401(k)  Plan and the ESSP.  Any
questions  regarding  the 401(k) Plan or the ESSP should be directed to Tom Bock
at 480-366-2527 or Vanessa Miller at 480-366-2287. As of the Separation Date, no
additional contributions will be made to the 401(k) Plan or the ESSP.

         6. Split-Dollar Insurance Agreement. Executive and Pinacor entered into
a  Split-Dollar   Insurance   Agreement,   dated  as  of  August  1,  1998  (the
"Split-Dollar  Agreement").  Pinacor has paid the premium payments on the Policy
(as such term is defined in the Split-Dollar Agreement) through August 24, 2000.
By March 15, 2000, Executive may elect to retain the Policy by paying Pinacor an
amount  equal to  Pinacor's  security  interest in the Policy  ($38,266.08).  If
Executive does not elect to retain the Policy,  Pinacor's  obligations under the
Split-Dollar  Agreement will terminate and Executive will transfer the Policy to
Pinacor pursuant to the Policy Change of Ownership attached hereto as Exhibit D.
Executive  agrees  to sign  Exhibit  D at the same  time  Executive  signs  this
Agreement. Pinacor will not cause the Policy to be transferred to Pinacor unless
Executive has not paid Pinacor the security  interest in the Policy by March 16,
2000.

         7. Disability  Insurance.  Executive currently has disability insurance
pursuant to the UNUM Disability Policy (the "UNUM Policy"). The UNUM Policy will
terminate as of the  Separation  Date.  Any questions  regarding the UNUM Policy
should be directed to Ellen Steele-Allare at 602-955-7370.

         8. Stock Options (Non-MEP). During Executive's employment Executive was
granted the following stock options:

                  A. Pursuant to the 1994 Long-Term Incentive Plan Grant Letter,
         dated as of December 14, 1994 (the "1994 Grant Letter"),  Executive was
         granted the option to purchase a total of 3,000  shares of Common Stock
         at an exercise price of $10.88 per share.  Pursuant to the terms of the
         1994 Grant  Letter,  on or before the  Separation  Date,  Executive  is
         entitled to purchase up to 1,800  shares of Common Stock at an exercise
         price of $10.88 per  share.  In  accordance  with the terms of the 1994
         Grant Letter,  all options  thereunder will terminate on the Separation
         Date.

                  B. Pursuant to the 1994 Stock Option Plan Grant Letter,  dated
         as of March 15,  1995 (the "March 1995 Grant  Letter"),  Executive  was
         granted the option to purchase a total of 3,000  shares of Common Stock
         at an exercise  price of $9.25 per share.  Pursuant to the terms of the
         March 1995 Grant Letter, on or before the Separation Date, Executive is
         entitled to purchase up to 1,200  shares of Common Stock at an exercise
         price of $9.25 per  share.  In  accordance  with the terms of the March
         1995  Grant  Letter,  all  options  thereunder  will  terminate  on the
         Separation Date.

                  C. Pursuant to the 1994 Stock Option Plan Grant Letter,  dated
         as of December 13, 1995 (the "December 1995 Grant  Letter"),  Executive
         was granted  the


                                       -8-

<PAGE>

         option  to  purchase  a total of 3,000  shares  of  Common  Stock at an
         exercise  price  of  $8.75  per  share.  Pursuant  to the  terms of the
         December 1995 Grant Letter, on or before the Separation Date, Executive
         is  entitled  to  purchase  up to 1,800  shares of  Common  Stock at an
         exercise price of $8.75 per share.  In accordance with the terms of the
         December 1995 Grant Letter,  all options  thereunder  will terminate on
         the Separation Date.

                  D. Pursuant to the 1994  Long-Term  Incentive  Plan  Incentive
         Stock  Option  Award,  dated  December  4,  1996 (the  "1996  Incentive
         Award"), Executive was granted the option to purchase a total of 30,000
         shares of  Common  Stock at an  exercise  price of  $24.00  per  share.
         Pursuant  to the terms of the 1996  Incentive  Award,  on or before the
         Separation Date,  Executive is entitled to purchase up to 18,000 shares
         of Common Stock at an exercise price of $24.00 per share. In accordance
         with the terms of the 1996 Incentive Award, all options thereunder will
         terminate on the Separation Date.

                  E. Pursuant to the 1994  Long-Term  Incentive  Plan  Incentive
         Stock Option Award,  dated April 2, 1998 (the "1998 Incentive  Award"),
         Executive  was granted the option to purchase a total of 40,000  shares
         of Common Stock at an exercise  price of $14.35 per share.  Pursuant to
         the terms of the 1998  Incentive  Award,  on or before  the  Separation
         Date,  Executive  is entitled to purchase up to 8,000  shares of Common
         Stock at an exercise price of $14.35 per share.  In accordance with the
         terms  of  the  1998  Incentive  Award,  all  options  thereunder  will
         terminate on the Separation Date.

                  F. Pursuant to the 1997 Long-Term  Incentive Plan Stock Option
         Award,  dated January 28, 1999 (the "January  1999  Incentive  Award"),
         Executive  was granted the option to purchase a total of 50,000  shares
         of Common Stock at an exercise  price of $16.56 per share.  Pursuant to
         the  terms of the  January  1999  Incentive  Award,  on or  before  the
         Separation Date,  Executive is entitled to purchase up to 10,000 shares
         of Common Stock at an exercise price of $16.56 per share. In accordance
         with  the  terms of the  January  1999  Incentive  Award,  all  options
         thereunder will terminate on the Separation Date.

                  G. Pursuant to the 1997 Long-Term  Incentive Plan Stock Option
         Award,  dated  April  5,  1999  (the  "April  1999  Incentive  Award"),
         Executive was granted an option to purchase a total of 50,000 shares of
         Common  Stock  at an  exercise  price  of $5.44  per  share.  As of the
         Separation  Date,  none of the options  under the April 1999  Incentive
         Award had  vested.  In  accordance  with the  terms of the  April  1999
         Incentive  Award,   all  options   thereunder  will  terminate  on  the
         Separation Date.

                  H. Pursuant to the 1997 Long-Term  Incentive Plan Stock Option
         Award,  dated December 2, 1999 (the  "December 1999 Incentive  Award"),
         Executive was granted an option to purchase a total of 50,000 shares of
         Common  Stock at an  exercise  price of $4.1875  per  share.  As of the
         Separation  Date, none of the options under the December 1999 Incentive
         Award had vested. In accordance with the terms of the

                                       -9-

<PAGE>

         December 1999 Incentive Award, all options thereunder will terminate on
         the Separation Date.

         9.       Management Equity Programs.

                  A.  Pursuant  to the  1997  Management  Equity  Program  Award
         Agreement,   dated   November  4,  1996,  as  amended  (the  "1997  MEP
         Agreement"),  Executive  had the right to receive  59,574  options as a
         result of his  election  to  restructure  his  compensation  package by
         reducing his compensation. In accordance with the terms of the 1997 MEP
         Agreement,  as of the Separation  Date,  Executive has obtained  59,574
         vested   options   under  the  1997  MEP   Agreement  by  reducing  his
         compensation.   Following  the  Separation  Date,  these  options  will
         continue  to  vest  in  accordance  with  the  terms  of the  1997  MEP
         Agreement.

                  B.  Pursuant  to the  1999  Management  Equity  Program  Award
         Agreement dated,  April 23, 1999 (the "1999 MEP Agreement"),  Executive
         had the  right to  receive  up to  18,043  options  as a result  of his
         election to waive a portion of his salary during the period from May 1,
         1999 through May 1, 2000. In accordance  with the terms of the 1999 MEP
         Agreement,  on the  Separation  Date,  Executive  has  obtained  14,284
         options  under the 1999 MEP  Agreement  by  reducing  his  compensation
         ($20,979.16  waived through February 15, 2000 divided by $5.875 (common
         stock  closing  price on April 23, 1999)  multiplied by 4 (the leverage
         factor)). Following the Separation Date, these options will continue to
         vest in accordance with the terms of the 1999 MEP Agreement.

         10. Extension of Options. Pursuant to a unanimous written consent dated
as of February 15, 2000, the Compensation Committee extended the exercise period
of all that had vested as of the  Separation  Date,  as  described in Section 8,
paragraphs A-F above, for twelve (12) months after the Separation Date.

                                      -10-

<PAGE>

                                    Exhibit B

                                February 15, 2000

To the  Board  of  Directors  of each of the  corporations  attached  hereto  as
Schedule 1:

         I hereby  resign my  positions  as an officer of Pinacor,  Inc. and its
subsidiaries and affiliates,  including each of the corporations attached hereto
as Schedule 1, effective as of February 15, 2000.

                                   Sincerely,

                                   /s/ James G. Manton

                                      -11-

<PAGE>

                                   Schedule 1

COMPANY                                              POSITION
-------                                              --------
Pinacor, Inc.                                        President
Complete Distribution, Inc.                          President
ConnectWorks, Inc.                                   President
Contract PC, Inc.                                    President
InterPC DE BOLIVIA                                   President
InterPC DE COLOMBIA                                  President
InterPC DE ECUADOR                                   President
InterPC DE VENEZUELA                                 President
Pinacor Logistics Services, Inc.                     President


                                      -12-

<PAGE>

                                    Exhibit C

                                 Non-Revocation

                        As of the Date Shown on This Form

By signing  below, I hereby verify that I have chosen not to revoke my agreement
to, and execution of, the Agreement and General Release.  My signature  confirms
my renewed  agreement to the terms of that Agreement,  including the release and
waiver of any and all claims relating to my employment with the Employer and its
successors,  assigns, and affiliated  companies,  and/or the termination of that
employment

/s/ James G. Manton

-------------------------------------------------------------
James G. Manton*                    Date:  March 17, 2000


*Do not sign,  date, or return this document until eight (8) days after you sign
the  Agreement  and General  Release.  The signed and dated  document  should be
returned to James H. Domaz,  Pinacor,  Inc.,  2400 South  MicroAge  Way, MS #36,
Tempe, Arizona 85282-1896.

                                      -13-

<PAGE>

                                  VERIFICATION

STATE OF ARIZONA        )
                        ) ss.
County of Maricopa      )

     On this 17th day of March,  2000, before me, the undersigned Notary Public,
personally appeared James G. Manton,  known to me to be the person whose name is
subscribed to the within instrument,  and acknowledged that he executed the same
for the purpose therein contained.

     IN WITNESS WHEREOF, I hereunto set my hand and official seal.

                                  /s/ Barbara L. Baker
                                  -----------------------------------
                                  Notary Public

My Commission Expires August 23, 2000


                                      -14-

<PAGE>

                                    Exhibit D

                          (Policy Change of Ownership)

                                      -15-