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;
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     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.

     4.  CONSENT OF  INSURED.  Insured  hereby  consents  to the  assignment  by
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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.
<PAGE>
     IN WITNESS  WHEREOF,  the parties hereto have executed this First Amendment
as of the 24th day of June, 1999.

                                        MICROAGE, INC., a Delaware Corporation

                                        By /s/ JEFFREY D. MCKEEVER
                                           -------------------------------------

                                        Its Chairman of the Board and Chief
                                             Executive Officer


                                        PINACOR, INC., a Delaware Corporation

                                        By /s/ JAMES G. MANTON
                                           -------------------------------------
                                        Its President

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