EXHIBIT B


                        Split-Dollar Insurance Agreement

     THIS  AGREEMENT is made and entered into this 24th day of December  1992 by
and between MicroAge, Inc., a Delaware corporation (the "Company") and Alan Hald
(the "Executive");

     WHEREAS,  the Company has agreed to provide a $1,000,000  death  benefit to
the Executive during the term of his employment  under the Employment  Agreement
dated as of October 1, 1992 by and between the  Company and the  Executive  (the
"Employment Agreement"); and

     WHEREAS,  the Company and the Executive  agree that this death benefit will
be provided under a  life-paid-up-atage-65  policy (the "Policy")  issued by The
Northwestern Mutual Life Insurance Company (the "Insurer"); and

     WHEREAS,  the  Company  shall  receive  the Policy  Cash Value (as  defined
herein) or the face value of the Policy in excess of $1,000,000 in the event the
Executive incurs a Substantial Risk of Forfeiture (as defined herein); and

     WHEREAS, this Agreement is being entered into pursuant to Section 2-A(a) of
the  Employment  Agreement  (terms not otherwise  defined  herein shall have the
meanings attributed to them in the Employment Agreement);
<PAGE>
     NOW,  THEREFORE,  effective  as of the date  hereof,  the  Company  and the
Executive agree as follows:

                                    SECTION 1

                          ISSUANCE, OWNERSHIP, PREMIUMS

     The  Insurer  shall  issue the Policy to the  Executive,  who shall own the
Policy,  subject to the Company's rights recited hereinafter.  The Company shall
pay all  required  annual  premiums of at least  $58,000  during the term of the
Policy, but not after death,  Retirement,  Total Disability or other termination
of employment of the Executive  under the  Employment  Agreement.  The Executive
agrees to report  taxable  income  attributable  to the Policy as required under
applicable  rulings of the Internal  Revenue  Service.  The total death  benefit
under the Policy shall be of whatever amount is selected by the Company, so long
as the  proceeds  of  the  Policy  are  at  least  adequate  to pay  Executive's
designated  beneficiary  the  $1,000,000  death  benefit.  The  Policy  shall be
dividend-bearing, and the dividends shall be used to purchase additional amounts
of paid-up life insurance on the Executive's life.  Neither an insured amount in
excess of the $1,000,000 nor the additional  amounts  provided by application of
dividends  shall  expand the  Company's  obligation  to provide the stated death
benefit of $1,000,000.  Photostatic  copies of the Policy,  including the policy

                                       -2-
<PAGE>
application  theref or, shall be attached as exhibits to this Agreement.  During
the term of this  Agreement,  the Company  will not  exercise  nor  withhold its
consent TO the  exercise by Policy  Owner of any rights,  privileges  or options
conferred  by the terms of the  Policy on the  Insured  other  than the right to
borrow (which shall require the prior  written  consent of the Company)  against
the aggregate cash value in the Policy  (subject to the rights of the Company as
SET forth herein). With the prior written consent of the Executive,  the Company
may borrow against the aggregate cash value in the Policy.

                                    SECTION 2

                                      DEATH

     The Policy shall be appropriately  endorsed to provide that at the death of
the Executive his designated beneficiary shall be paid $1,000,000 and the excess
of the Policy proceeds shall be paid to the Company.

                                    SECTION 3

                              POLICY CASH VALUE AND
                         SUBSTANTIAL RISK OF FORFEITURE

     For all purposes of this Agreement, the term "Policy Cash Value" shall mean
the lesser of (i) the  aggregate  premiums paid by the Company or (ii) the total

                                       -3-
<PAGE>
cash value of the Policy on the date the Policy  Cash Value IS  determined.  For
all purposes of this Agreement,  "Substantial  Risk of Forfeiture"  means (i) in
the event of Executive's death prior to age 65, the death proceeds of the Policy
in excess of  $1,000,000;  and (ii) in the event of  Executive's  termination of
employment for any reason other than death, the Policy Cash Value.

                                    SECTION 4

                                RETIREMENT, ETC.

     At the Executive's age 65 (or earlier  termination of his employment  under
the Employment  Agreement by the Company other than for dearh),  the Policy Cash
Value shall paid to the Company, and the Policy shall become solely the property
of the Executive. Any cash value in excess of the Policy Cash Value shall be the
property of the Executive.

                                    SECTION 5

                              COLLATERAL ASSIGNMENT

     Notwithstanding  that the Executive is the owner of the Policy, the Company
has certain rights thereto as provided herein.  The Executive has a right to (i)
$1,000,000 in death  proceeds if he dies prior to his  termination of employment

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<PAGE>
and (ii) any CASH  value in  excess of the  Policy  Cash  Value.  So much of the
Policy proceeds upon  Executive's  death as exceeds  $1,000,000 shall be paid by
the Insurer to the Company, and, upon Executive's  termination of employment for
any reason other than death,  the Policy Cash Value shall be paid by the Insurer
to the Company.  Those rights of the Company  shall be written into a collateral
assignment of the Policy, which shall be executed by the Executive, delivered to
the Company and made a part of this Agreement.

                                    SECTION 6

                                  MISCELLANEOUS

(1)  This Agreement shall terminate at termination of the Executive's employment
     under the Employment Agreement.

(2)  This  Agreement may be amended only in a writing  signed by the Company and
     the Executive. Executive agrees not to amend the Policy without the written
     consent of the Company.

(3)  This Agreement  shall be construed in accordance with the laws of the State
     of Arizona.

(4)  If any provision  hereof is deemed  unenforceable,  said provision shall be
     interpreted  in a  manner  which  approximates  the  desired  outcome.  The
     unenforceability  Executive") of any provision  hereunder  shall not affect
     the other provisions hereunder.

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<PAGE>
(5)  This  Agreement  may not be assigned by either party without the consent of
     the other,  except that a corporate  successor to the Company may accede to
     the Company's rights and obligations hereunder.

(6)  Except as  otherwise  expressly  provided  for herein,  the  provisions  of
     Section 6 of the Employment  Agreement are  incorporated  herein and made a
     part hereof.

     IN WITNESS  WHEREOF,  the  Company and the  Executive  have  executed  this
Agreement on this 24th day of December, 1992, at Tempe, Arizona.


                                        /s/ Alan Hald
-----------------------------           ----------------------------------------
Witness:                                Alan Hald
                                        ("Executive")


-----------------------------           MICROAGE, INC.
Witness:                                ("Company")

                                        By: /s/ Jeffrey D. McKeever
                                            ------------------------------------
                                            Name: Jeffrey D. McKeever
                                            Title:

                                       -6-
<PAGE>
                              COLLATERAL ASSIGNMENT

                   Under Policy Number 12331341 (the "Policy")
            Issued by The Northwestern Mutual Life Insurance Company
                       Policy Owner and Insured: Alan Hald

          In compliance  with the  Employment  Agreement  dated as of October 1,
1992 executed by and between  MicroAge,  Inc. (the "Company") and Alan Hald (the
"Policy  Owner") and a  split-dollar  insurance  agreement of even date herewith
between the Policy Owner and the Company,  Policy Owner hereby  agrees to assign
the following interests in the Policy to the Company:

     (1)  If Policy Owner dies prior to his  termination of employment  with the
          Company,  The Northwestern Mutual Life Insurance Company ("NML") shall
          pay any death benefit in excess of $1,000,000 to the Company.

     (2)  In the event of Policy  Owner a  termination  of  employment  with the
          Company for any reason other than death, NML shall pay the Policy Cash
          Value  (i.e.,  the lesser of the total cash value of the Policy or the
          aggregate amount of premiums paid by the Company) to the Company.

     (3)  The  Policy  Owner  shall be the owner of the  Policy,  subject to the
          interests  assigned to the Company herein.  The Policy Owner alone may
          exercise  all of the rights and  privileges  specified  in the Policy,
<PAGE>
          except  neither  Policy  Owner nor  Company  may  borrow  against  the
          aggregate cash value in the Policy without the written consent of both
          parties.

Dated: December 24, 1992

                                        /s/ Alan Hald
                                        ----------------------------------------
                                        Alan Hald


                                        MICROAGE, INC.

                                        /s/ Jeffrey D. McKeever
                                        ----------------------------------------
                                        Jeffrey D. McKeever

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