AGREEMENT AND GENERAL RELEASE

     This Agreement and General  Release  (hereinafter  "AGREEMENT")  is entered
into this 24th day of June,  1999, in the County of Maricopa,  State of Arizona,
among MicroAge,  Inc., a Delaware  corporation  ("MICROAGE"),  Pinacor,  Inc., a
Delaware corporation ("PINACOR"), and Robert G. O'Malley ("EXECUTIVE").

                                    RECITALS

     WHEREAS,  Executive is currently  serving as the Chief Executive Officer of
Pinacor, Inc.;

     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  1-10 on  EXHIBIT  A  attached  hereto  (the
"SEVERANCE  BENEFITS") and the additional  benefits specified in paragraphs 11 -
14 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 a Director and Chief  Executive  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 the  Employment  Agreement,  dated as of January  4,  1999,  by and
between Pinacor, Inc. and Robert G. O'Malley (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
June 30, 1999 (the "SEPARATION DATE").

     Executive hereby acknowledges  receipt of an advanced payment in the amount
of Thirty  Seven  Thousand  Four  Hundred  and  Forty-Eight  Dollars  and 58/100
($37,448.58), less applicable taxes, on June 15, 1999, $37,154.40 of which is in
complete  satisfaction  of the payment owed to Executive for his unused  accrued
vacation days as set forth in EXHIBIT A,  paragraph 2, and $294.18 of which is a
reimbursement for prepaid medical insurance.

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

                                        1
<PAGE>
                                       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,
MicroAge, Pinacor, and any and all of their 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
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, 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 MicroAge,  Pinacor,  and/or any and
all of their 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 has had all questions regarding its
meaning answered to his satisfaction;

                                        2
<PAGE>
     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,
against Executive,  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 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, either within or outside of
the  Business  Territory  (as  defined  in  Section  5.9(a)  of  the  Employment
Agreement),  act as an agent,  representative,  consultant,  officer,  director,
member,  independent contractor, or employee of Arrow Electronics,  Inc.; Avnet,
Inc.;  Cambridge  Research  Associates,  Inc.;  CHS  Electronics,  Inc.;  Compaq
Computer  Corporation;   CompuCom  Systems,   Inc.;  CompUSA,  Inc.;  En  Pointe
Technologies,   Inc.;  Entex  Information  Services;  GE  Capital;  Ikon  Office
Solutions,  Inc.;  Inacom Corp;  Ingram  Micro,  Inc.;  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

                                        3
<PAGE>
     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.

                                      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 MicroAge  and Pinacor is not an admission of liability on
their parts 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!

MICROAGE, INC.                         PINACOR, INC.



By: /s/ JEFFREY D. MCKEEVER            By: /s/ JAMES G. MANTON
    --------------------------             ----------------------
    Its: Chairman of the Board and         Its: President
         Chief Executive Officer

Date: June 24, 1999                    Date: June 24, 1999


Robert G. O'Malley

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

Date: June 24, 1999

                                        5
<PAGE>
                                  VERIFICATION

STATE OF ARIZONA                  )
                                  ) ss.
County of Maricopa                )


          On this 24th day of June,  1999,  before  me, the  undersigned  Notary
Public,  personally  appeared  Robert G. O'Malley,  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/ MATTHEW P. FEENEY
                                       ------------------------
                                       Notary Public

My Commission Expires October 31, 1999

                                        6
<PAGE>
                                    EXHIBIT A

                               SEVERANCE BENEFITS

     1. SALARY  PAYMENTS.  In  consideration  of the benefits  paid to Executive
pursuant to this Agreement,  and  notwithstanding  anything contained in Section
4.3(f) of the Employment Agreement to the contrary,  Executive hereby waives his
right to receive payments under Section 4.3(f) of the Employment Agreement. This
Section 1 shall be deemed to be an amendment to the Employment Agreement.

     2. ACCRUED VACATION DAYS. As of May 31, 1999, Executive will have 240 hours
of unused accrued hours, or 30 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  less his 1999 MEP waiver  ($322,000)
multiplied by a fraction, the numerator of which is the number of unused accrued
vacation days (30), and the denominator of which is 260. On the Separation Date,
Pinacor will pay Executive Thirty Seven Thousand One Hundred  Fifty-Four Dollars
and 40/100 ($37,154.40) 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 July 15, 1999.

     4. MEDICAL AND DENTAL  PLANS.  In  consideration  of the  benefits  paid to
Executive pursuant to this Agreement,  and notwithstanding anything contained in
Section 4.3(g) of the  Employment  Agreement to the contrary,  Executive  hereby
waives his right to receive  medical,  dental or other  benefits  under  Section
4.3(g) of the  Employment  Agreement.  As of the Separation  Date,  Pinacor will
cease making  contributions  to the monthly premiums it made while Executive was
an active  Pinacor  associate.  Executive will be entitled to 18 months of COBRA
coverage  (through  December 31, 2000) (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 Linda Koch at
366-3014.  This Section 4 shall be deemed to be an  amendment to the  Employment
Agreement.

     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  "SUPPLEMENTAL  SAVINGS  PLAN").  Executive  has
received information  regarding his options under the 401(k) Plan. Any questions
regarding the 401(k) Plan should be directed to Patricia Vincent at 366-2287. As
of the Separation Date, no additional  contributions  will be made to the 401(k)
Plan or the Supplemental  Savings Plan. Pursuant to the Participation  Agreement
dated September 15, 1997,  Executive's  account  balance under the  Supplemental
Savings  Plan  will  be  distributed  to him  in a lump  sum  payment  within  a
reasonable time after the Separation Date.

                                       A-1
<PAGE>
     6. SPLIT-DOLLAR  INSURANCE  AGREEMENT.  Executive and MicroAge entered into
two  Split-  Dollar  Insurance  Agreements,  dated as of  September  1, 1995 and
January 27, 1997 (the "SPLIT- DOLLAR AGREEMENTS"). Attached as EXHIBIT D are the
amendments  to  the  Split-Dollar  Agreements  assigning  such  agreements  from
MicroAge  to Pinacor as of the  Separation  Date.  Pinacor  has paid the premium
payments  on both  Policies  (as  such  term  is  defined  in each  Split-Dollar
Agreement)  through  August 24,  1999.  On the  Separation  Date,  Pinacor  will
transfer the Policies to Executive and will release  Executive  from any and all
obligations to reimburse Pinacor for premiums paid on the Policies. After August
24, 1999,  Executive will be  responsible  for  maintaining  the Policies to the
extent  Executive  elects  to do so.  Pinacor  and  Executive  will  enter  into
amendments  to the  Split-Dollar  Agreements  to  effectuate  the  terms of this
Section 6.

     7.  DISABILITY  INSURANCE.  Executive  currently has  disability  insurance
pursuant to separate policies:  (1) the UNUM Group Disability Policy (the "GROUP
POLICY")  and (2) two  UNUM  Individual  Disability  Policies  (the  "INDIVIDUAL
POLICIES").  The Group Policy will terminate as of the Separation Date.  Pinacor
will cause the  Individual  Policies  to remain in full  force and effect  until
September 30, 1999. After September 30, 1999,  Executive will be responsible for
the full premium  payments if Executive  wishes to continue  coverage  under the
Individual  Policies.  If  Executive  elects  to  continue  coverage  under  the
Individual Polices,  Executive should contact Ellen Steele-Allare  (955-7370) on
or before September 1, 1999.

     8. STOCK OPTIONS.  During Executive's  employment Executive was granted the
following stock options:

          A.  Pursuant  to a Letter  Award,  dated  May 15,  1995  (the  "LETTER
     AWARD"), under the MicroAge,  Inc. 1994 Long-Term Incentive Plan, Executive
     was  granted  the option to  purchase a total of 15,000  shares of MicroAge
     common stock,  par value $.01 per share  ("COMMON  STOCK"),  at an exercise
     price of $11.13 per share. Pursuant to the terms of the Letter Award, on or
     before the Separation  Date,  Executive is entitled to purchase up to 9,000
     shares  of  Common  Stock at an  exercise  price of $11.13  per  share.  In
     accordance with the terms of the Letter Award, all options  thereunder will
     terminate on the Separation Date.

          B.  Pursuant to the 1994 Stock Option Plan Grant  Letter,  dated as of
     December  13, 1995 (the "1994  GRANT  LETTER"),  Executive  was granted the
     option to purchase a total of 15,000  shares of Common Stock at an exercise
     price of $8.75 per share.  Pursuant to the terms of the 1994 Grant  Letter,
     on or before the Separation  Date,  Executive is entitled to purchase up to
     6,000  shares of Common Stock at an exercise  price of $8.75 per share.  In
     accordance with the terms of the 1994 Grant Letter,  all options thereunder
     will terminate on the Separation Date.

          C. Pursuant to the MicroAge,  Inc. Long-Term  Incentive Plan Incentive
     Stock Option Award, dated March 14, 1996 (the "1996 LETTER"), Executive was
     granted the option to purchase 50,000 shares of Common Stock at an exercise
     price of $9.25 per share.

                                       A-2
<PAGE>
     Pursuant to the terms of the 1996 Letter, on or before the Separation Date,
     Executive is entitled to purchase up to 30,000 shares of Common Stock at an
     exercise price of $9.25 per share. In accordance with the terms of the 1996
     Letter, all options thereunder will terminate on the Separation Date.

          D.  Pursuant to the 1994  Long-Term  Incentive  Plan  Incentive  Stock
     Option Award (the "1994  INCENTIVE  AWARD"),  on December 4, 1996 Executive
     was granted the option to purchase a total of 20,000 shares of Common Stock
     at an exercise price of $24.00 per share. Pursuant to the terms of the 1994
     Incentive Plan, on or before the Separation Date,  Executive is entitled to
     purchase up to 8,000 shares of Common Stock at an exercise  price of $24.00
     per share.  In accordance with the terms of the 1994 Incentive  Award,  all
     options thereunder will terminate on the Separation Date.

          E.  Pursuant  to the 1997 Long Term  Incentive  Plan  Incentive  Stock
     Option  Award,  dated April 10,  1998 (the "1998  LETTER"),  Executive  was
     granted the option to purchase a total of 10,000  shares of Common Stock at
     an exercise  price of $14.375 per share.  Pursuant to the terms of the 1998
     Letter, on or before the Separation Date, Executive is entitled to purchase
     up to 2,000  shares of Common  Stock at an  exercise  price of $14.375  per
     share, subject to certain stock price hurdles. In accordance with the terms
     of the 1998 Letter, all options thereunder will terminate on the Separation
     Date.

          F.  Pursuant to the 1997  Long-Term  Incentive  Plan  Incentive  Stock
     Option  Award,  dated January 28, 1999 (the "1999  LETTER"),  Executive was
     granted the option to purchase 10,000 shares of Common Stock at an exercise
     price of $16.56 per share.  As of the  Separation  Date,  Executive  is not
     entitled  to  exercise  any  of the  options  under  the  1999  Letter.  In
     accordance with the terms of the 1999 Letter,  all options  thereunder will
     terminate on the Separation Date.


     9. MANAGEMENT EQUITY PROGRAMS.

          A. Pursuant to the 1997  Management  Equity  Program Award  Agreement,
     dated  October  11,  1996,  and  amended  January  28,  1999 (the "1997 MEP
     AGREEMENT"), Executive received 135,035 options as a result of his election
     to restructure his  compensation  package by reducing his fiscal year 1997,
     1998, and 1999 compensation.  As of the Separation Date, Executive will not
     have any  vested  options.  In  accordance  with the  terms of the 1997 MEP
     Agreement, following the Separation Date, Executive's options will continue
     to vest under the vesting schedule set forth on EXHIBIT E.

          B. Pursuant to the 1999  Management  Equity  Program  Award  Agreement
     dated April 22, 1999 (the "1999 MEP AGREEMENT"),  Executive received 32,681
     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 will


                                       A-3
<PAGE>
     have 5,447 options. Following the Separation Date, Executive's options will
     continue to vest under the vesting schedule set forth on EXHIBIT E.

     10. ASSOCIATE STOCK PURCHASE PLAN. On June 30, 1999, Executive's balance in
the  Associate  Stock  Purchase  Plan (the  "ASSP") will be invested in MicroAge
common stock  pursuant to the terms of such plan.  Any  questions  regarding the
ASSP should be directed to Patricia Vincent at 366-2287.

     11.  EXTENSION OF OPTIONS.  Pursuant to a written  consent dated as of June
16, 1999, the Compensation Committee extended the exercise period of all options
granted in  Section  8,  paragraphs  A-F  above,  for six (6)  months  after the
Separation Date.

     12.  PRODUCT  PURCHASE  BENEFITS.  Executive  may  purchase  the palm  top,
personal  computer  and  docking  station  Executive  has been using  during his
employment with Pinacor at a price equal to their  depreciated  book values.  If
Executive elects to purchase such items, Executive will contact Jeff McKeever.

     13.  CELLULAR  PHONE.  Executive may retain the cellular phone he was using
during his  employment  with Pinacor.  As of the Separation  Date,  Pinacor will
transfer the cellular  phone and the related  account to Executive and Executive
will be responsible for maintaining such account.

     14. EMPLOYMENT REFERENCE.  Pinacor agrees to provide a reference and reason
for  Executive's  separation  that is consistent  with a statement  that will be
mutually agreed to by Pinacor and Executive.

                                       A-4
<PAGE>
                                    EXHIBIT B

                                  June 30, 1999

To the Board of Directors of each of the corporations attached hereto as EXHIBIT
A:

     I hereby  resign my  positions  as a  director  and  officer of each of the
corporations attached hereto as EXHIBIT A, effective as of June 30, 1999.

                                       Sincerely,

                                       Robert G. O'Malley

                                       B-1
<PAGE>
                                    EXHIBIT A

COMPANY                                     POSITION
-------                                     --------
Complete Distribution, Inc.                 Director and Chief Executive Officer

ConnectWorks, Inc.                          Director and Chief Executive Officer

Contract PC, Inc.                           Director and Chief Executive Officer

MicroRetailing, Inc.                        Director and Chief Executive Officer

Pinacor, Inc.                               Director and Chief Executive Officer

Pinacor Logistics Services, Inc.            Director and Chief Executive Officer

                                       B-2
<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/ ROBERT G. O'MALLEY                           JULY 9, 1999
---------------------------------------          -------------
Robert G. O'Malley*                              Date


*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 Matthew P.  Feeney,  Snell & Wilmer  L.L.P.,  One  Arizona  Center,
Phoenix, Arizona 85004.

                                       C-1
<PAGE>
                                  VERIFICATION

STATE OF ARIZONA                    )
                                    ) ss.
County of Maricopa                  )

     On this ____ day of _____________,  1999, before me, the undersigned Notary
Public,  personally  appeared  Robert G. O'Malley,  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.


                                        ----------------------------------------
                                        Notary Public

My Commission Expires -----------------

                                       C-2
<PAGE>
                                    EXHIBIT D

                             FIRST AMENDMENT TO THE

                      1995 SPLIT-DOLLAR INSURANCE AGREEMENT

                                 BY AND BETWEEN

                      MICROAGE, INC. AND ROBERT G. O'MALLEY

     This First Amendment to the 1995  Split-Dollar  Insurance  Agreement by and
between  MICROAGE,  INC.,  a Delaware  corporation  (hereinafter  referred to as
"MicroAge"),  PINACOR, INC., a Delaware corporation  (hereinafter referred to as
"Pinacor"),  and ROBERT G.  O'MALLEY  (hereinafter  referred to as "Insured") is
effective as of the 30th day of June, 1999.

                                    RECITALS

     WHEREAS,  MicroAge  and  Insured  entered  into  a  Split-Dollar  Insurance
Agreement dated September 1, 1995 (hereinafter referred to as "Agreement") and a
Collateral  Assignment Form dated September 1, 1995 (hereinafter  referred to as
"CAF");

     WHEREAS,  the  Agreement  pertains to a policy of  insurance on the life of
Insured issued by The Northwestern  Mutual Life Insurance  Company  (hereinafter
referred to as  "Insurer"),  in the face amount of Seven Hundred Fifty  Thousand
Dollars  ($750,000),  with  policy  number  13453221  (hereinafter  referred  as
"Policy"), as identified on Schedule A to the Agreement;

     WHEREAS,  MicroAge was  required to pay certain  premiums due on the Policy
pursuant to Article II of the Agreement, and Insured was deemed the owner of the
Policy;

     WHEREAS,  pursuant  to the  Agreement  and the  CAF,  Insured  assigned  to
MicroAge a security  interest in the Policy for the  repayment  of the  premiums
paid by MicroAge to Insurer;

                                       D-1
<PAGE>
     WHEREAS,  pursuant to the Agreement  MicroAge and Insured  agreed to divide
the  proceeds of the Policy into two parts in the event of the death of Insured,
with MicroAge  receiving an amount equal to MicroAge's  security interest in the
Policy, and Insured's designated  beneficiary receiving the balance of the death
benefit;

     WHEREAS, Pinacor is a subsidiary of MicroAge, and both Pinacor and MicroAge
desire that MicroAge's  interest and obligations under the Agreement be assigned
to Pinacor, and Insured agrees to such assignment;

     The parties,  therefore,  in consideration of the mutual promises contained
herein, hereby agree as follows:

                                   AGREEMENTS

     1.  ASSIGNMENT BY MICROAGE.  MicroAge hereby assigns to Pinacor any and all
of its right,  title,  and  interest in the Policy,  any and all of its interest
acquired under the CAF, and any and all of its duties and obligations  under the
Agreement.

     2. ASSUMPTION BY PINACOR.  Pinacor hereby assumes any and all of MicroAge's
right,  title and interest in the Policy,  and any and all of MicroAge's  duties
and obligations under the Agreement, including but not limited to the obligation
to pay the  premiums due on the Policy,  and agrees to perform the  Agreement in
the same  manner and to the same  extent  that  MicroAge  would be  required  to
perform if no such assignment had taken place.

     3. INDEMNIFICATION BY PINACOR. Pinacor agrees to defend, indemnify and hold
MicroAge  harmless from and against any claims,  losses or liability which arise
from  the  Agreement  or this  First  Amendment  to the  Split-Dollar  Insurance
Agreement  (hereinafter referred to as "Amendment"),  or from Pinacor's exercise
of its  duties  and  responsibilities  under  the  Agreement  or the  Amendment,

                                       D-2
<PAGE>
including but not limited to claims of Insured, or losses or liability resulting
therefrom.  Pinacor  also agrees to pay or  reimburse  MicroAge  for any and all
costs, damages or losses including without limitation any out-of-pocket expenses
and reasonable  attorneys' fees incurred in the  investigation or defense of any
such claims.

     4.  CONSENT OF  INSURED.  Insured  hereby  consents  to the  assignment  by
MicroAge and the assumption by Pinacor of any and all of MicroAge's right, title
and interest in the Policy, and any and all duties and obligations  arising from
the Agreement.

     5.  RELEASE BY  INSURED.  Insured  releases,  on behalf of himself  and his
heirs,  executors,  administrators and assigns, any and all claims of any nature
whatsoever  against  MicroAge  and its  affiliates,  agents,  officers,  owners,
directors,  employees,  insurers and  assigns,  arising out of or related in any
manner whatsoever to the Policy, the Agreement,  the Amendment,  and/or the CAF,
and MicroAge's acts or omissions in connection therewith.  The foregoing release
does not extend to or include Pinacor.

     6.  COLLATERAL  ASSIGNMENT  FORM.  Insured agrees to execute and deliver to
Pinacor  and  Insurer  a  Collateral  Assignment  Form in  connection  with  the
execution of this Amendment,  establishing  Pinacor as the direct beneficiary of
the Policy in an amount equal to the total amount of premiums paid to Insurer on
the Policy, whether paid by Pinacor or MicroAge.

                                       D-3
<PAGE>
     IN WITNESS  WHEREOF,  the parties hereto have executed this First Amendment
as of the ___ day of June, 1999.

                                        MICROAGE, INC., a Delaware Corporation

                                        By
                                          --------------------------------------

                                        Its
                                           -------------------------------------


                                        PINACOR, INC., a Delaware Corporation

                                        By
                                          --------------------------------------

                                        Its
                                           -------------------------------------

                                        By
                                          --------------------------------------
                                           ROBERT G. O'MALLEY

                                       D-4
<PAGE>
                             FIRST AMENDMENT TO THE

                      1997 SPLIT-DOLLAR INSURANCE AGREEMENT

                                 BY AND BETWEEN

                      MICROAGE, INC. AND ROBERT G. O'MALLEY

     This First Amendment to the 1997  Split-Dollar  Insurance  Agreement by and
between  MICROAGE,  INC.,  a Delaware  corporation  (hereinafter  referred to as
"MicroAge"),  PINACOR, INC., a Delaware corporation  (hereinafter referred to as
"Pinacor"),  and ROBERT G.  O'MALLEY  (hereinafter  referred to as "Insured") is
effective as of the 30th day of June, 1999.

                                    RECITALS

     WHEREAS,  MicroAge  and  Insured  entered  into  a  Split-Dollar  Insurance
Agreement dated January 27, 1997 (hereinafter  referred to as "Agreement") and a
Collateral  Assignment Form dated January 27, 1997  (hereinafter  referred to as
"CAF");

     WHEREAS,  the  Agreement  pertains to a policy of  insurance on the life of
Insured issued by The Northwestern  Mutual Life Insurance  Company  (hereinafter
referred to as  "Insurer"),  in the face amount of Two  Hundred  Fifty  Thousand
Dollars  ($250,000),  with  policy  number  14016898  (hereinafter  referred  as
"Policy"), as identified on Schedule A to the Agreement;

     WHEREAS,  MicroAge was  required to pay certain  premiums due on the Policy
pursuant to Article II of the Agreement, and Insured was deemed the owner of the
Policy;

     WHEREAS,  pursuant  to the  Agreement  and the  CAF,  Insured  assigned  to
MicroAge a security  interest in the Policy for the  repayment  of the  premiums
paid by MicroAge to Insurer;

     WHEREAS,  pursuant to the Agreement  MicroAge and Insured  agreed to divide
the  proceeds of the Policy into two parts in the event of the death of Insured,
with MicroAge  receiving an amount equal to MicroAge's  security interest in the
Policy, and Insured's designated  beneficiary receiving the balance of the death
benefit;

                                       D-5
<PAGE>
     WHEREAS, Pinacor is a subsidiary of MicroAge, and both Pinacor and MicroAge
desire that MicroAge's  interest and obligations under the Agreement be assigned
to Pinacor, and Insured agrees to such assignment;

     The parties,  therefore,  in consideration of the mutual promises contained
herein, hereby agree as follows:

                                   AGREEMENTS

     1.  ASSIGNMENT BY MICROAGE.  MicroAge hereby assigns to Pinacor any and all
of its right,  title,  and  interest in the Policy,  any and all of its interest
acquired under the CAF, and any and all of its duties and obligations  under the
Agreement.

     2. ASSUMPTION BY PINACOR.  Pinacor hereby assumes any and all of MicroAge's
right,  title and interest in the Policy,  and any and all of MicroAge's  duties
and obligations under the Agreement, including but not limited to the obligation
to pay the  premiums due on the Policy,  and agrees to perform the  Agreement in
the same  manner and to the same  extent  that  MicroAge  would be  required  to
perform if no such assignment had taken place.

     3. INDEMNIFICATION BY PINACOR. Pinacor agrees to defend, indemnify and hold
MicroAge  harmless from and against any claims,  losses or liability which arise
from  the  Agreement  or this  First  Amendment  to the  Split-Dollar  Insurance
Agreement  (hereinafter referred to as "Amendment"),  or from Pinacor's exercise
of its  duties  and  responsibilities  under  the  Agreement  or the  Amendment,
including but not limited to claims of Insured, or losses or liability resulting
therefrom.  Pinacor  also agrees to pay or  reimburse  MicroAge  for any and all
costs, damages or losses including without limitation any out-of-pocket expenses
and reasonable  attorneys' fees incurred in the  investigation or defense of any
such claims.

                                       D-6
<PAGE>

     4.  CONSENT OF  INSURED.  Insured  hereby  consents  to the  assignment  by
MicroAge and the assumption by Pinacor of any and all of MicroAge's right, title
and interest in the Policy, and any and all duties and obligations  arising from
the Agreement.

     5.  RELEASE BY  INSURED.  Insured  releases,  on behalf of himself  and his
heirs,  executors,  administrators and assigns, any and all claims of any nature
whatsoever  against  MicroAge  and its  affiliates,  agents,  officers,  owners,
directors,  employees,  insurers and  assigns,  arising out of or related in any
manner whatsoever to the Policy, the Agreement,  the Amendment,  and/or the CAF,
and MicroAge's acts or omissions in connection therewith.  The foregoing release
does not extend to or include Pinacor.

     6.  COLLATERAL  ASSIGNMENT  FORM.  Insured agrees to execute and deliver to
Pinacor  and  Insurer  a  Collateral  Assignment  Form in  connection  with  the
execution of this Amendment,  establishing  Pinacor as the direct beneficiary of
the Policy in an amount equal to the total amount of premiums paid to Insurer on
the Policy, whether paid by Pinacor or MicroAge.

                                       D-7
<PAGE>
     IN WITNESS  WHEREOF,  the parties hereto have executed this First Amendment
as of the ___ day of June, 1999. MICROAGE, INC., a Delaware Corporation

                                        MICROAGE, INC., a Delaware Corporation

                                        By
                                          --------------------------------------

                                        Its
                                           -------------------------------------


                                        PINACOR, INC., a Delaware Corporation

                                        By
                                          --------------------------------------

                                        Its
                                           -------------------------------------

                                        By
                                          --------------------------------------
                                           ROBERT G. O'MALLEY

                                       D-8
<PAGE>
                                    EXHIBIT E

                       1997 MEP AGREEMENT VESTING SCHEDULE

                                1/3              1/3               1/3
                                ---              ---               ---
November 1, 1999               14,563

October 30, 2000               14,563           14,563

October 29, 2001               14,562           14,563            15,887

November 4, 2002                                14,562            15,886

November 3, 2003                                                  15,886
                               ------           ------            ------
                               43,688           43,688            47,659

                                                TOTAL            135,035

                       1999 MEP AGREEMENT VESTING SCHEDULE

                                1/3
                                ---
May 1, 2000                    1,816

May 1, 2001                    1,816

May 1, 2002                    1,815
                               -----
                               5,447

                                       E-1