SECOND AMENDMENT TO THE
                      1997 SPLIT-DOLLAR INSURANCE AGREEMENT
                                 BY AND BETWEEN
                      PINACOR, INC. AND ROBERT G. O'MALLEY


     This Second Amendment to the 1997 Split-Dollar  Insurance  Agreement by and
between  Pinacor,  Inc., a Delaware  corporation,  and Robert G. O'Malley  dated
January 27, 1997 and amended  June 24, 1999 (the  "SPLIT-DOLLAR  AGREEMENT")  is
effective as of the 30th day of June, 1999.

                                R E C I T A L S:

     A. WHEREAS,  Robert G. O'Malley (the "INSURED")  acquired  insurance on his
life in accordance with the terms and provisions of the Split-Dollar  Agreement;
and

     B. WHEREAS, the First Amendment to the Split-Dollar  Agreement was executed
effective June 24, 1999 whereby MicroAge,  Inc.  assigned to Pinacor,  Inc. (the
"CORPORATION")  all of its right,  title,  and interest in the Policy  purchased
pursuant to the  Split-Dollar  Agreement,  any and all of its interest  acquired
under the related Collateral  Assignment Form, and any and all of its duties and
obligations under the Split-Dollar Agreement; and

     C. WHEREAS, the Corporation has paid all premiums due on the Policy through
August 25, 1999 in accordance with the terms and provisions of the  Split-Dollar
Agreement; and

     D. WHEREAS,  the Corporation and the Insured have entered into an Agreement
and  General  Release  (the  "SEPARATION  AGREEMENT")  regarding  the  Insured's
separation  from his employment  with the  Corporation  effective as of June 30,
1999; and

     E.  WHEREAS,  the  Separation  Agreement  requires  the  amendment  of  the
Split-Dollar Agreement;

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     NOW,  THEREFORE,  the  parties,  in  consideration  of the mutual  promises
contained herein, hereby agree as follows:

                                   AMENDMENTS:

     1. Article II of the Split Dollar  Agreement is hereby amended and restated
in its entirety as follows:

                                   ARTICLE II

          The  premiums  on the Policy are Ten  Thousand  Five  Hundred  Dollars
     ($10,500.00) per year. The Corporation shall pay all premiums  necessary to
     keep the  Policy  in force  through  the  earlier  of (i) the  death of the
     Insured or (ii) August 25, 1999.

     2. Paragraph B of Article V of the Split Dollar Agreement is hereby amended
and restated in its entirety as follows:

          B. On June  30,  1999,  the  collateral  assignment  in  favor  of the
     Corporation  shall expire and the Policy shall become the sole  property of
     the Insured. The Insured shall not be required to reimburse the Corporation
     for any Policy premiums paid by the Corporation.

     3. Article VI of the Split Dollar  Agreement is hereby amended and restated
in its entirety as follows:

          A.  Subject to Article VI,  paragraph B below,  this  Agreement  shall
     terminate upon the occurrence of any of the following:

               1.   Surrender  or  acquisition  of the  Policy  by the  Insured,
                    pursuant to Article V of this Agreement.
               2.   Cessation of the corporate business.
               3.   Bankruptcy, receivership or dissolution of Corporation.
               4.   June 30, 1999.
               5.   The death of the Insured.

          B. If this Agreement is terminated  pursuant to Article VI,  paragraph
     A.2 or 3 above,  the Insured shall pay the  Corporation  an amount equal to
     the Corporation's  security interest in the Policy as determined in Article
     III,  paragraph A hereof.  Upon receipt of such  amounts,  the  Corporation
     shall  thereupon  execute  and  deliver  to the  Insured a  release  of the
     collateral  assignment  of the Policy.  If the  Insured  does not remit the
     amount equal to the Corporation's security interest within thirty (30) days

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     of the event  described in paragraph A.2 or 3, then all  obligations of the
     Corporation  under this Agreement shall be terminated and the Insured shall
     transfer the ownership of the Policy to the Corporation.

          C. If this Agreement is terminated  pursuant to Article VI, paragraphs
     A.4  above,  the  collateral  assignment  on the  Policy  in  favor  of the
     Corporation  shall expire  contemporaneously  with the  termination of this
     Agreement and the Insured shall then be the sole owner of the Policy.

     IN WITNESS WHEREOF,  the parties hereto have executed this Second Amendment
on the 24th day of June, 1999.

                                        PINACOR, INC., a Delaware Corporation

                                        /s/ JAMES G. MANTON
                                        ----------------------------------------
                                        James G. Manton
                                        President

                                        /s/ ROBERT G. O'MALLEY
                                        ----------------------------------------
                                        Robert G. O'Malley

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